By-Laws

Amended and restated by-laws of Virginia Sheriffs’ Institute, Inc.

ARTICLE I.
Purposes

Section 1.  The affairs and activities of the Virginia Sheriffs’ Institute, Inc., a Virginia nonstock, nonprofit, tax‑exempt corporation (the “Corporation”), shall be carried out at all times for the purposes and in accordance with the terms set forth in its Articles of Incorporation and these Bylaws, in conformity with all applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”) affecting nonprofit organizations described in Section 501(c)(3) of the Code. The Corporation shall be operated for the following purposes:

(A)  Exclusively educational and training purposes, by sponsoring lectures, seminars and similar training type programs suitable for presentation at schools, conventions, conferences, seminars, and through the various media.  Said programs are to be directed toward the improvement of the quality of law enforcement and jail administration in the Commonwealth of Virginia and shall cover subject areas including, but not limited to, crime prevention, public safety, criminal investigation developments, civil rights of confined persons, recent developments in the law, preventive law, trial tactics, career opportunities and legislation.  Said programs shall be for the benefit of Virginia sheriffs, their deputies and staff, and the general public.

(B)   To do and perform all acts which may be incidental to and come legitimately within the scope of the foregoing purposes or which may be necessary or appropriate for the carrying out and accomplishment of the foregoing purposes.

ARTICLE II.
Members

Section 1.  The Corporation shall have two classes of membership, Voting members and Associate members.

Section 2.  Voting members. Voting members shall consist of all sheriffs in the Commonwealth of Virginia who participate in the fund‑raising efforts of the Corporation as defined by the Board of Directors.  Each Voting member shall have one (1) vote in connection with any action taken by the Corporation requiring a vote of the members, including but not limited to, the election of the Board of Directors of the Corporation.

Section 3.  Associate Members. Associate members shall consist of (i) those individuals who (a) are interested in carrying out the purposes of the Corporation, (b) have made application, and (c) have made a donation to the Corporation in the amount prescribed from time to time by the Board of Directors, and (ii) those sheriffs in the Commonwealth of Virginia who do not participate in the fund‑raising activities of the Corporation.  Associate membership may be revoked for cause by the Board of Directors at a regular or special meeting and by notifying the Associate member in writing and returning that member’s donation for the year in question.

Section 4.  Membership shall be solicited by voting members and through a membership campaign as required.

Section 5.  The annual meeting of the Voting members shall be held each year at such hour, on such day, and at such place, within or without the Commonwealth of Virginia, as fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.

Section 6.  Unless otherwise required by law, special meetings of the Voting members may be called for any purpose or purposes, by the President (at his discretion), by the Board of Directors, or by the President or Secretary at the request of at least three (3) Directors.

Section 7.  Unless otherwise required by law, the Board of Directors or the President may designate in the notice of meeting any place within or without the Commonwealth of Virginia as the place of meeting for any annual meeting or for any special meeting.  A waiver of notice signed by all Voting members may designate any place, within or without the Commonwealth of Virginia, as the place for holding such meeting.  If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the principal office of the Corporation.

Section 8.   (a)  Unless otherwise required by law, written or printed notice stating the place, day, and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days prior to the date of the meeting, personally, by mail, electronically, or other form of recorded communication, by or at the direction of the President or the Secretary to each Voting member of record.  Notwithstanding the foregoing, however, notice of a Voting members’ meeting to act on an amendment to the Articles of Incorporation, a plan of merger, a proposed sale of substantially all of the assets, or the dissolution of the Corporation shall be delivered not less than twenty‑five (25) nor more than sixty (60) days prior to the date of the meeting.  If mailed, notice of any Voting members’ meeting shall be deemed to be delivered when deposited in the United States mail, addressed to the Voting member at his address as it appears in the records of the Corporation, with postage thereon prepaid.  (b)  A Voting member’s attendance at a meeting (1) waives objection to lack of notice or defective notice of the meeting, unless the Voting member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to business transacted at such meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Voting member objects to considering the matter when it is presented and does not thereafter vote for or assent to such particular matter.

Section 9.  A quorum of the Corporation membership shall be twenty-five (25) Voting members.

Section 10.   At all meetings of members, a Voting member may only vote in person. A Voting Member shall not vote by proxy.

ARTICLE III.
Board of Directors

Section 1.  The business and affairs of the Corporation shall be managed under the direction of a Board of Directors.

Section 2.  The Board of Directors shall consist of nine (9) members, eight of whom shall be elected by the Voting members of the Corporation at their annual meeting and the ninth member shall be the immediate past president of the corporation who is still serving as a Virginia sheriff.  All Directors shall be Voting members of the Corporation.

Section 3.  Directors shall be elected to serve a one (1) year term.  Vacancies shall be filled by the action of the Board of Directors.

Section 4.  A Director may be removed for cause from the Board of Directors by a two‑thirds vote of the Voting members at any annual or special meeting of such members at which a quorum is present.

Section 5.  Failure of any Director to attend two meetings, either special or regular, in any fiscal year shall constitute cause for that Director’s removal unless that Director has notified the President or other officer who called the meetings in question at least forty‑eight (48) hours prior to the meeting time.

Section 6.   A quorum shall consist of five (5) members of the Board of Directors.

Section 7.  Unless otherwise indicated herein, all questions shall be resolved by a majority vote of the Directors, providing a quorum has been met.

Section 8.   A regular annual meeting of the Directors shall be held immediately after the annual meeting of the Voting members each year.  The Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.

Section 9.

(A)  Special meetings of the Directors may be called by or at the request of the President or any two Directors.  The person or persons authorized to call special meetings of the Directors may fix the place for holding any special meeting of the Directors called by them.

(B)  Notice of any special meeting shall be given at least five (5) days previously thereto by:  (1) written notice delivered personally, mailed, or electronically to each Director at his business address, or (2) oral notice communicated in person or by telephone.  Written notice, if in a comprehensible form, shall be effective at the earliest of the following:  (i) when received, (ii) five (5) days after its deposit in the United States mail, as evidenced by the postmark, if mailed postpaid and correctly addressed, (iii) on the date shown on the return receipt, if sent by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee, or (iv) (a) when it enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic transmission or information of the type sent, and from which the recipient is able to retrieve the electronic transmission and (b) it is in the form capable of being processed by that system.  Oral notice is effective when communicated if communicated in a comprehensible manner.

(C)  The attendance of or participation by a Director at a meeting shall constitute a waiver of notice of such meeting, unless the Director at the beginning of the meeting or promptly upon his arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 10.  The Board of Directors shall permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting.  A Director participating in a meeting by this means shall be deemed to be present in person at the meeting. Directors shall not vote by proxy.

Section 11.  A Director may resign at any time by giving written notice to the Board, the President, or the Secretary of the Corporation.  Unless otherwise specified in the notice, the resignation shall be effective upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

Section 12.  No compensation shall be paid to Directors, as such, for their services, but by resolution of the Board a fixed sum and expenses for actual attendance at each regular or special meeting of the Board may be authorized.

Section 13.  Unless otherwise provided by law, any action required to be taken at a Directors’ meeting, or any action that may be taken at a Directors’ meeting or a committee meeting, may be taken without a meeting if each and every Director entitled to vote on the matter signs one or more written consents setting forth the action, signed either before or after such action, and such consent is included in the minutes or is filed with the Corporation’s records.  Such Directors may all sign a single consent in writing or they may each sign singly individual identical copies of the consent in writing.

ARTICLE IV.
Indemnification of Directors and Officers

The Corporation shall indemnify, to the fullest extent permitted by the Virginia Nonstock Corporation Act, as such Act exists now or may hereafter be amended, its Directors, officers, employees and agents who are made a party to any proceeding by reason of their office for acts or omissions performed in their official capacity.

ARTICLE V.
Limitation of Liability of Directors and Officers

The liability of any Director or officer in any proceeding brought by members (or a member) of the Corporation in the right of the Corporation or on behalf of the members (or a member) of the Corporation, unless otherwise provided by the laws of the Commonwealth of Virginia, shall be limited to One Hundred Dollars ($100.00) for any damages assessed against a Director or officer arising out of any single transaction, occurrence, or course of conduct pursuant to Section 13.1‑870.1 of the Code of Virginia, as may be amended from time to time.  If an individual is both a Director and an officer, the limitation on liability stated above shall be the total aggregate amount of liability to which such person may be subject.  However, pursuant to Section 13.1‑870 of the Code of Virginia, the liability of a Director or officer shall not be limited as provided in this Article V if the Director or officer engaged in willful misconduct or a knowing violation of the criminal law.

ARTICLE VI.
Officers of the Corporation

Section 1.  The officers of the Corporation shall be a President, a Vice President, a Treasurer, and a Secretary.  Said officers shall be elected by the Voting members and ratified by the Board of Directors to serve for a period of one year or until their successors are elected and qualified.  Said election and ratification will be held at the annual meetings of the Voting members and Board of Directors.  The Board may elect or appoint any other officers who need not be members of the Board, including one or more Assistant Secretaries and Treasurers, as it deems desirable.

Section 2.  President. The President shall be the Chief Executive Officer of the Corporation.  The President shall cause to be called regular or special meetings of the Board in accordance with these Bylaws. The President shall preside at all meetings of the Board of Directors and the members.  The President shall present at each annual meeting of the members and Directors a report of the condition of the business of the Corporation. The President shall enforce these Bylaws and perform all the duties incidental to the position and office of President, and which are required by law.  The President may approve, sign, make, and endorse in the name of the Corporation, all checks, drafts and warrants, and orders for the payment of money, and pay out and dispose of the same and receipt thereof, under the direction of the Board of Directors in the absence of the Treasurer, pursuant to the approved budget and the polices and procedures adopted by the Board of Directors. In addition, the President shall perform all other duties which usually pertain to the office of President.

Section 3.  Vice President. The Vice President shall, during the absence or the inability of the President to render and perform the duties or exercise the powers, perform such duties.  When so acting the Vice President shall have all powers and responsibilities hereby given to, or imposed upon, the President of the Corporation.  The Vice President shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 4.  Treasurer. The Treasurer shall be responsible to the safeguarding of all funds received by the Corporation and for their proper disbursement pursuant to the approved budget and polices and procedures adopted by the Board of Directors.  Such funds shall be kept on deposit in financial institutions approved by the Board of Directors, subject to checks properly approved by Corporate Officers and/or by the Executive Director or Deputy Director.   The Treasurer shall exhibit the books and accounts to any Director of the Corporation, upon application at the office of the Treasurer during normal working hours. Upon request, the Treasurer shall open the books of account and all records under the Treasurer’s control to the auditing firm representative authorized by the Board of Directors.  The Treasurer may sign, make and endorse in the name of the Corporation, all checks, drafts, warrants, and orders for the payment of money, and pay out and dispose of same and receipt therefore, under the direction of the Board of Directors.

Section 5.  Secretary. The Secretary shall keep the minutes of the meetings of the Board of Directors, both regular and special, in appropriate books.  The Secretary shall be custodian of the records of the Corporation and attend to the correspondence of the Corporation.  In addition, the Secretary shall perform all the duties incumbent to the office of the Secretary.

Section 6.  The Board of Directors may remove any officer by a two‑thirds vote of Directors present at any meeting, regular and special, with or without cause.  Any vacancy in an office may be filled by a majority vote of Directors present at any regular or special meeting.

Section 7.  An officer may resign at any time by delivery of notice to the Board of Directors.  Unless otherwise specified in the notice, the resignation shall be effective upon receipt thereof by the Board and the acceptance of the resignation shall not be necessary to make it effective.

Section 8.  The officers of the Corporation shall not receive any salary or compensation for their services, but may be reimbursed for actual expenses incurred, as approved by the Board of Directors.

Section 9.  The Board of Directors shall utilize the services of an Executive Director and Deputy Director whom shall perform such duties as the Board of Directors may prescribe. The Executive Director shall sign all contracts, agreements, certificates and statements authorized by the Board.  He shall see that the books, reports, statements, and certificates required by the Commonwealth of Virginia are properly kept, made and filed according to law.

ARTICLE VII.
Miscellaneous

Section 1.  Seal. The Corporation may have a seal.  The form of such seal shall be designated by the Board of Directors.

Section 2.  Fiscal Year. The fiscal year of the Corporation shall end on such date and shall consist of such accounting periods as may be fixed by the Board of Directors.

Section 3.  Authority. The Directors may authorize the Executive Director or any officer or officers to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 4.  Audit. The Executive Director, or if there is no Executive Director, the President shall insure that there is an annual audit conducted by a certified public accountant of all funds received and expended by the Institute.  Upon completion of the audit, the audit report shall be made available to the Board of Directors and any Voting members upon request.

Section 5.  Checks, Notes and Drafts.  Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorize.  The signature or approval of any such person may be a facsimile or electronic.

Section 6.  Notices. A notice or other communication may be in the form of an electronic transmission.

ARTICLE VIII.
Conflict of Interest Policy

Section 1.  Compliance with Governing Law. The Corporation and the directors shall comply with all Virginia and local laws concerning conflict of interest transactions (as defined in Section 13.1-871 of the Virginia Code) applicable to Virginia nonstock corporations.  In extension (and not in limitation) thereof, the directors shall comply with the provisions hereinafter set forth.

Section 2.  Abstention From Conflict Matters.

(A)  Each director shall abstain from voting on, or from otherwise participating in any way in any decision concerning, any transaction between the Corporation and such director, between the Corporation and a member of such director’s family (as hereinafter defined), or between the Corporation and a business entity, trust, or estate which such director or family member directly or indirectly controls or with respect to which such director or family member has a material financial interest (any such transaction is hereinafter referred to as a “Conflict of Interest Transaction”).  For purposes of this Article, the following persons shall be deemed to be members of a director’s family:  such director’s spouse, the grandparents of such director or of such director’s spouse, the lineal descendants of the grandparents of such director or of such director’s spouse, and the spouse of each such grandparent or lineal descendant.

(B)  Any director who becomes aware of an actual or potential conflict of interest on the part of such director or on the part of a member of such director’s family must promptly disclose such interest to the Board of Directors (any such director is hereinafter referred to as a “Conflicted Director” and any such conflict of interest is hereinafter referred to as the “Conflict”).  Such Conflict shall be made a matter of record.  When such Conflict becomes relevant to any matter requiring action by the Board of Directors or any committee thereof, such Conflict shall be called to the attention of the Board of Directors or such committee, as the case may be, and the Conflicted Director shall remove himself or herself from the discussions and abstain from voting on such matter.

Section 3.  Permissible Conflict of Interest Transactions.  The Corporation may enter into a Conflict of Interest Transaction if, in advance of doing so, the Board of Directors (i) takes reasonable steps to ensure that the terms of such transaction are fair and reasonable to the Corporation under the circumstances, and (ii) documents such steps and the basis for the conclusion that such transaction is fair and reasonable to the Corporation.

Section 4.  Officers; Committee Members.  The foregoing provisions of this Article shall also apply to officers of the Corporation and to committee members.

ARTICLE IX.
Committees

Section 1.  Standing Committees. The standing committees shall be as follows:

(A)  Nominating Committee. The Board of Directors shall appoint a Nominating Committee. The Nominating Committee shall consider and nominate candidates for officers and to serve on the incoming Board of Directors.  Members of the Nominating Committee shall be ineligible for nomination as officers or members of the Board of Directors of the Corporation, except to serve on the Board as a past president.

(i)  The Nominating Committee shall select its Chairperson, who shall notify the Directors and the members at least fifteen (15) days prior to the annual meeting, of the nominees for the ensuing year.  The report shall include the names of the nominees and the names of the retiring officers.

(ii)  All members of the Nominating Committee shall be notified in writing at least seven (7) days prior to a Nominating Committee meeting.  At least three (3) members of the Nominating Committee shall be present in order for candidates to be considered and nominated by the committee.

(A)  Audit Committee. The Audit Committee shall be responsible to ensure that the financial transactions of the Corporation are properly audited.

(B)  Scholarship Committee. The Scholarship Committee shall notify the membership of scholarships available, manage and make decisions about financial resources allocated by the Corporation for scholarship funds, and distribute scholarships among applicants without bias.

Section 2.  Appointed by the President.  All committees and their Chairperson shall be appointed by the President, unless otherwise provided in these Bylaws.

Section 2.  Other Committees. The Board of Directors, by resolution duly adopted by a majority of the Directors then in office, may establish such other standing or special committees from time to time as it shall deem appropriate to conduct the activities of the Corporation and to advise the Board; and the members, terms and authority of such committees shall be as set forth in the resolutions establishing the same.  No such committee appointed by the Board shall consist of fewer than two (2) committee members.

Section 3.  Committee Meetings. Committee members may participate in meetings by, or conduct the meeting through use or, any means of communication by which all committee members participating may simultaneously hear each other during the meeting. A committee member participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE X.
Amendments

Section 1.  Amendments. These Bylaws may be altered, amended, or added to by the Board of Directors at any regular or special meeting of the Board of Directors, provided, however, any amendment proposed to alter, amend, or add to the bylaws pursuant to this section must be submitted to the Executive Director and Board of Directors at least thirty (30) calendar days prior to the scheduled Board of Director meeting.

Adopted: July 20, 1992
Amended: April 20, 2017

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