By-Laws Virginia Voluntary Organizations Active in Disaster Article I Section E Article II Name and Relationships The name of this organization is the Virginia Voluntary Organizations Active in Disaster (Virginia VOAD). Virginia VOAD is the state counterpart to, and a member in good standing of the National Voluntary Organizations Active in Disaster (National VOAD). Virginia VOAD is an autonomous organization with all the rights afforded thereto, however, as a member of the National VOAD it recognizes and complies with the policies and practices set forth in the membership agreement and policy documents of the National VOAD. Virginia VOAD is organized by, governed by, and exists for the benefit of voluntary organizations with dedicated disaster relief missions. It does however, endeavor to provide open, collaborative and effective engagement and partnerships with government agencies and other private and for-profit entities in order to ensure efficient and successful delivery of services statewide. Virginia VOAD has no subordinate organizations. Virginia VOAD does, however, utilize the National VOAD model to authorize and support regional VOADs. The principal office of VA VOAD shall remain in the Commonwealth of Virginia however, the business address may change from time to time as determined by the membership. Purpose Virginia VOAD is a statewide coalition of independent voluntary organizations dedicated to providing humanitarian services during one or more phases of disaster. Virginia VOAD s mission is to bring together voluntary organizations in order to foster more effective and efficient services to people affected by disaster through: Cooperation: Communication: Coordination: Creating a climate for cooperation among organizations at all levels, and providing a channel for sharing information and planning among voluntary organizations active in disaster relief. Disseminating information through news releases and notices, a directory of participating agencies, research and demonstration, case study and best practices. The development of VOAD policies and procedures that increase preparedness and enhance the implementation of services among member organizations in order to eliminate duplication, maximize resources, and act as a centralized source of organizational informational and services Page 1
before, during and after disasters. Virginia VOAD may also provide links to state, national and even international disaster relief organizations and serve as advocate and liaison between member agencies and the various government entities engaged in disaster relief in the state. Collaboration: Education: Forming partnerships dedicated to working together to achieve specific goals and to undertake specific projects at disaster sites and during disaster recovery. Provide training and encouraging increased awareness and preparedness in each participating organization; meeting with civic groups, governmental bodies, and any other organizations to inform the public throughout the state of the functions of Virginia VOAD. Share information related to public policies that affect disaster response, and increasing awareness of issues that may affect disaster relief. Article III Membership All members of the Virginia VOAD have equal voice in, and access to, all programs and activities of the Virginia VOAD ; no single member organization has greater control or influence than another. The Virginia VOAD is not intended to be a competing agency but an umbrella organization of existing nonprofits. Each Member organization maintains its own identity and independence, yet works closely with other organizations and the Virginia VOAD to improve services and eliminate unnecessary duplication. Consistent with the National VOAD, the membership criteria and categories are as follows: Categories and Qualifications MEMBERSHIP: Member Organizations meet all of the following criteria: Organizations with voluntary membership and constituencies; Organizations that have a not-for-profit structure designated under IRS Code as a 501(c)(3) corporation, or those that could reasonably expect to meet such qualifications; Organizations that have a demonstrated disaster services program and policy for commitment of resources to meet the needs of people affected by disaster; Organizations that serve those in need due to a disaster without discrimination; and Organizations that provide services and/or resources statewide. Member organizations have voice and vote as defined in Article V. Regional VOADs meet all of the following criteria: Must be an approved regional VOAD and recognized as such by the Virginia VOAD membership. Regional VOAD representatives to the VA VOAD have voice and vote as defined in Article V. Page 2
Partners: Partners are: Community nonprofit organizations with disaster planning and/or operations; responsibilities or capabilities that do not meet all of the criteria for membership; Community organizations that wish to share their resources or services to support the mission of Virginia VOAD and its voting members; Government entities that bring resources to the VOAD movement and demonstrate a commitment to support the VOAD mission and it s members; Foundations, educational institutions, businesses or private corporations that bring resources to the VOAD movement, demonstrate a commitment to support the VOAD members and mission, and agree to provide an annual financial contribution to the VOAD. Partners have voice but do not vote nor serve on the Board of Directors. Discrimination of any kind will disqualify any organization from any form of membership or partnership. Partner may request a change to member status at any time by meeting the stated qualifications for members. Conditions of Membership A Member or Partner in good standing is defined as one which complies with all of the following: Meets the membership criteria as defined herein; Agrees to support the mission and activities of the Virginia VOAD; Is represented at all the regular business meetings each year; Adheres to all mission, values, ethics, and Points of Consensus of the National VOAD; Works within the framework of the Virginia VOAD Disaster Response Protocols; Provides up-to-date information, on changes in the organization s authorized representatives, contact information, and services; Provides annual organizational updates as required by the membership renewal process; Executes a membership agreement; and Pays dues in a timely manner. Additional Responsibilities of Membership Members and Partners must be committed to sending knowledgeable and authoritative representatives to attend meetings and participate in committees, working groups, and other activities of the Virginia VOAD. An unlimited number of representatives may (and are encouraged to) attend regular, special, and annual meetings, with voice, but with the understanding that each Member organization will have only one (1) vote. Membership Application Procedures Prospective Member and Partner organizations, upon request, will receive a Membership Application and Information Packet in order to become fully informed as to the functional and organizational aspects of the Virginia VOAD and the detailed guidelines for membership and membership compliance. Organizations requesting membership must do so in writing through the completion and submission of the Membership Application forms and the payment of the current year s dues. Page 3
The Board of Directors, or its committee designee, will determine whether the applicant organization is in compliance with the Virginia VOAD criteria, will make a recommendation for acceptance or declination, and will present the application to the membership, with their recommendation, at the first business meeting after the organization s application is submitted. After the application has been presented, the members will vote to extend or decline membership to the candidate organization. Membership is approved by majority vote of the voting members present, as long as a quorum is established. The prospective member will be notified of the decision in writing by the Board Secretary or designated committee representative within ten (10) days of the vote. Candidate organizations are encouraged to attend meetings as guests during their application process. Section E Termination of Membership A Member or Partner may be terminated as follows: voluntarily by the authorized representative of a Member or Partner, in writing, submitted to the Secretary, and/or by a two-thirds vote of the Members, in the event that a Member or Partner organization fails to comply with any of the criteria, conditions and responsibilities of membership, as stated herein and in other approved Virginia VOAD and National VOAD policies. Section F Regional VOADs Virginia VOAD recognizes the importance of local level engagement in disaster relief and as such, supports the establishment of VOADs representing multiple, specific geographically adjacent jurisdictions, called a regional VOAD. A regional VOAD must apply for inclusion in the state VOAD structure through an established procedure. This procedure includes Virginia VOAD s approval of the service area, by-laws, protocols and other processes necessary to ensure compliance with guidelines set forth by National VOAD. An approved regional VOAD is recognized as a Member of the Virginia VOAD. As such, it must comply with all applicable membership guidelines set forth by both the Virginia and National VOAD. Article IV Meetings Meeting Schedule Virginia VOAD meetings consist of: Regular Meetings: There will be two (2) regular business meetings of Virginia VOAD per calendar year. The annual meeting will take place coincident with one of the regular meetings. Written notice (including a proposed agenda) must be sent no later than four (4) weeks prior to all regular meetings. Special Meetings: May be called by the President, any two (2) other members of the Board of Directors, or any five (5) representatives of a Member organization. Written notice must be sent at least seven (7) days prior to the meeting and shall specify the agenda and/or purpose of such a meeting. Page 4
Emergency Meetings: The President or designee may call an Emergency Meeting in response to a disaster event or critical situation at any time with minimal notice. A conference call via telephone is an acceptable option for emergency meetings. Meeting Notices Written notice (including a proposed agenda) to all members shall constitute proper notice for the conduct of business at any regular or special meeting. Electronic notification shall be considered valid and proper notice of meetings. Draft documents to be approved at the meeting must also meet the same standards of notice. Conduct of Business Unless otherwise determined by the Membership, Robert s Rules of Order shall be considered the rules for the conduct of meetings. Whenever possible, however, Virginia VOAD will attempt to reach decisions by consensus. Meeting Minutes Minutes will be taken by the Secretary or a member designated by the President, in the Secretary s absence. Proposed minutes will be distributed within three (3) weeks of the meeting date and approved at the next regular meeting, Approved minutes are distributed accordingly. Minutes may be distributed to members and partners through electronic means, however, only approved minutes will be forwarded to National VOAD and posted on the VA VOAD website. Posting of minutes or other VA VOAD materials or information on any website is subject to the President s prior approval. Article V Voting and Quorum Voting Rights Each Voting Member Organization and Regional VOAD is entitled to one (1) vote, regardless of the number of representatives in attendance. Proxy Voting Voting by proxy is not permitted. Quorum for Meetings Fifty percent (50%) of the voting members shall constitute a quorum to do business in any regular or special meeting. Voting for Passage of Motions All voting, unless otherwise provided by these By-laws, shall be by simple majority vote. An individual may represent more than one organization; however, an individual has only one vote, regardless of the number of organizations s/he represents. Page 5
Section E Recording of Votes All votes, formal or by consensus, will be recorded in the meeting minutes. Article VI Board of Directors Board Composition The Board of Directors shall consist of no less than six (6) and no more than ten (10) Member representatives, including the elected officers. The composition of the Board of Directors will include no more than two (2) Regional VOAD representatives. The Immediate Past President will serve Ex Officio with voice and vote on the Board of Directors. Election of the Board The Board of Directors shall be elected for two years on a staggered rotational basis-half elected in odd years and half elected in even years. Members of the Board may be reelected for one additional term. After serving two terms, the member must leave the Board for a minimum of one term. The Board of Directors retains the ability to replace its members should resignations take place. In such situations, service of more than one year is deemed to be a term served. Board of Directors members are elected by the members for a two (2) year term. Terms may be extended up to one (1) year for the purpose of establishing an orderly rotation process, however, no more than one-third of the members may be selected for extension. Board Members may be reelected for one (1) additional [two (2) year] term. No member may serve for more than two (2) terms or a total of six (6) years (in the event a partial term was assumed, the member was selected for rotation extensions or an individual elevates to the position of President). Individuals must be retired from the Board of Directors for at least two (2) years before they become eligible to serve again. Each Board of Directors member must be a representative from a different organization. Vacancies on the Board The Board of Directors shall have the power to fill vacancies which may occur within the Board of Directors between annual/semiannual meetings, utilizing the standing Nominating Committee. Upon completing the vacated term of membership to which they have been appointed, such members will remain eligible to be elected to two consecutive terms as delineated in, above. Election of Officers The Board of Directors shall select annually, a President, Vice President, Secretary and Treasurer who will be presented to the voting members for confirmation. Each candidate must be a member of an organization that is a member in good standing (Article III, ). Page 6
Section E Meetings of the Board of Directors Frequency: The Board of Directors shall meet a minimum of four (4) times per year. Meetings shall be announced by the President in writing at least four weeks in advance, such notice including a proposed agenda and any documents to be reviewed or approved. A conference call via telephone can be used for these meetings. Special and emergency meetings may be called by the President with minimal notice when pertaining to a disaster event and one week when requested by any four (4) members of the Board or the President when related to a critical issue necessary to conduct business. A quorum, as defined in these By-laws, must be present in order to conduct the business of the Board of Directors. Decisions are made by a simple majority of the members voting. Section F Powers and Responsibilities of the Board of Directors The Board of Directors shall have the power to act for the Virginia VOAD between meetings within the adopted guidelines of the organization, but must notify the membership of any governance decisions within seven (7) days of such decisions. The Board must approve all contracts and agreements prior to presentation to the membership and execution by the President. The Board of Directors may establish committees and sub-committees and appoint or hire assistants or assistance as needed to conduct the business of the organization. The Board of Directors will review and recommend organizations for membership in the Virginia VOAD, including regional VOADs. The Board of Directors is responsible for maintaining compliance with all pertinent state and federal laws and requirements and National VOAD policies. The Board of Directors may not amend or adopt governance policies or documents that are contrary to those in place without the express consent of the voting membership of the VA VOAD. Article VII Officers Officers are elected from and by the Board of Directors, pursuant to a slate presented by the Nominating Committee. The slate of officers presented shall be affirmed by the voting members of the Virginia VOAD and shall consist of the following: President: The President presides over all meetings, convenes meetings, and provides leadership to the Board of Directors and the Membership. The President also ensures that the organization, the Board of Directors, and the Officers are in compliance with all pertinent state and federal laws and requirements. The President is Virginia VOAD s authorized representative in the engagement and execution of Page 7
external contracts or agreements. The President is the official and authorized spokesperson for the Virginia VOAD and is responsible for all external communications and relationships. H/she (or designee) acts as the liaison to the National VOAD, the Virginia Department of Emergency Management (VDEM), the Federal Emergency Management Agency (FEMA), regional VOADs, and the community. The President has an ex-officio seat on all committees and is responsible for selecting the members of the Nominating Committee. H/she also selects individuals for all other committee positions. Vice-President: Acts on behalf of, in the absence of, or at the request of, the President. Oversees the smooth operation of the Virginia VOAD committees. Secretary: Maintains all organizational records. Records, distributes and maintains minutes of all meetings and provides administrative support to the President, including distribution of meeting notices and materials, planning and coordination of meetings, and upkeep and distribution of the membership roster and disaster matrix. Serves as the manager of all records related to membership, including the maintenance thereof. This may be achieved by acting as liaison to any related committee, the Executive Committee, or by any means needed to preserve and maintain the membership records. Responsible for compliance with all appropriate state and federal information filings and regulations. Treasurer: Shall receive, record, and report all funds in accordance with established and accepted accounting standards. Holds all funds for safekeeping, distributes funds as authorized by the President, Board of Directors, and/or members and maintains appropriate financial records for all disbursements. Reports financial matters to the Board of Directors and the membership on a regular and timely basis, including written financial reports presented to the Board and the membership at their regular meetings. Responsible for assisting the President in developing and presenting the annual budget. Responsible for compliance with all local, state, and federal financial regulations and filings. The positions of Secretary and Treasurer may be combined into one office upon determination by the voting membership. Officers serve one year terms and are elected at the annual meeting each year. Officers may be re-elected for two additional terms in their present position (or a total of four [4] years in the event they fulfill a vacancy midyear). Individuals may return to service as an officer after a hiatus of at least two (2) years. Page 8
Article VIII Nominations and Elections Nominating Committee The Nominating Committee shall consist of three (3) persons, appointed by the President.. Members of the Nominating Committee must be authorized representatives of voting members in good standing. Members of the Nominating Committee serve a term of one year but may be re-appointed to serve a total of three terms. Members of the Nominating Committee must represent diverse organizations. Elections At least three months prior to the annual meeting, the Nominating Committee shall convene to determine candidates to fill expiring terms of members of the Board of Directors, including the Officers. At the annual meeting, the Chair of the Nominating Committee shall present to the membership the slate of candidates for election to the Board of Directors and shall conduct the election of these representatives, including opening nominations to the floor. After elections take place for the Board of Directors, the Nominating Committee will reconvene immediately to develop a slate of officers and shall present said slate to the Board of Directors. The Nominating Committee shall conduct the election of Officers of the Board, including accepting nominations from the floor. Then, prior to the conclusion of the annual meeting, the Nominating Committee shall report said election results to the membership for their official confirmation. The Nominating Committee may be called upon at any time during their term to develop nominees for midterm vacancies on the Board of Directors or Officers and to oversee the election thereof. All terms of office shall run concurrently with the Virginia VOAD Spring meeting. Elections shall be appropriately documented in the meeting minutes. Article IX Committees and Sub-Committees Committee Authorization The Board of Directors may create committees, task forces, and/or working groups as needed to fulfill the purpose and mission of the Virginia VOAD. Standing Committees The Virginia VOAD shall have the following standing committees: Page 9
Finance Committee Communications Committee Nominating Committee Article X Budget and Finance Virginia VOAD is not a fund-raising or disbursing organization. Any funds collected will be used to meet the administrative expenses of the organization. The fiscal year of the Virginia VOAD shall commence on March 1 and end on the last date in February. The Finance Committee shall submit a budget to the Board of Directors and the membership for approval on an annual basis. Said budget proposal must be distributed to the membership for review at least four (4) weeks prior to the meeting date at which the budget will be approved. Member organizations shall be assessed annual dues to help cover the cost of operation, i.e.; postage, printing and meeting expenses, as determined by the Board of Directors and the voting membership. Dues are assessed in the amount of $50.00 per Member organization. Partners are asked to make either an in-kind contribution or donation equal to the amount of annual dues. Dues may be adjusted at the annual meeting by a majority vote of the members present and voting. Each Member organization will pay dues regardless of National VOAD affiliation. Section E Section F Section G Article XI The Virginia VOAD has the authority to maintain its own finances in accordance with all laws of the Commonwealth and the US. The membership may also elect to appoint a voting member organization to serve as the fiscal agent for the Virginia VOAD. Terms of a fiduciary relationship shall be set forth in writing by the parties and executed by the President upon approval of the membership. Said authorization may be revoked by the membership for cause with 45 days written notice. Virginia VOAD funds can be withdrawn as requested by the President, by proper signature of the Treasurer or fiscal agent, and as approved in the annual budget. Any expenditure in excess of $500 must have prior approval of the Board of Directors, unless specified in the budget. The Treasurer will present financial reports at every meeting of the Board of Directors and the membership. In the event of the dissolution of the Virginia VOAD, any remaining funds shall be disbursed for disaster relief coordination pursuant to a vote of the Board of Directors. Function In Disaster The Virginia VOAD Disaster Response Protocols document outlines the functions and processes of the Virginia VOAD in preparation for and after declared disasters statewide. This Plan is developed by the Board of Directors and approved by a majority vote of the membership. Page 10
Article XII Amendments Proposed changes in these By-laws must be distributed to members no less than four (4) weeks prior to a meeting at which the changes will be considered. Amendments are approved by a two-thirds (2/3) vote at any properly called meeting in which a quorum is affirmed. Approved by the Membership of this 22nd day of September, 2011 Page 11