The Arc of Harrisonburg and Rockingham
Unit #1354 of The Arc of the United States
ARTICLE 1: GENERAL PROVISIONS
1.1 Incorporation. The Arc of Harrisonburg and Rockingham (“Association” or “The Arc”) is a nonstock corporation duly formed under the provisions of the Virginia Non-Stock Corporation Act, Chapter 10, Title 13.1 of the Code of Virginia (1950), as amended (“Code”).
1.2 Non-Stock Corporation. In accordance with section 13.1-814 of the Code of Virginia, The Arc shall not issue shares of stock. No part of the income of The Arc shall be paid to its officers or directors.
1.3 Corporate Powers. The Arc shall have those powers as enumerated in section 13.2-826 of the Code unless its Articles of Incorporation provide otherwise.
ARTICLE 2: PURPOSE
The purpose of this Association is to promote and protect the human rights of people with intellectual and developmental disabilities and support their full inclusion and participation in the community throughout their lifetimes. The Association shall be operated exclusively for charitable, civic, and educational purposes with the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
ARTICLE 3: MEMBERSHIP
3.1 Eligibility for Membership.
Membership shall be open to any individual, business, or organization that supports the purpose statement in Article 2. Membership may be obtained by submitting full contact information (including name, mailing address, email address, phone number, and any other requested information) and membership dues unless such dues are waived by the Board of Directors or the Executive Director. Continued membership is contingent on being up-to-date on membership dues.
3.2 Annual Dues. The amount of annual dues shall be determined by the Board of Directors. Payment of dues will convey membership in the local, state, and national affiliates of The Arc. The Board of Directors or the Executive Director may waive dues in specific cases where payment of dues would constitute a hardship.
3.3 Rights of Members. Members whose dues are current or have been waived by the Board of Directors or the Executive Director shall be eligible to hold office, make motions, speak in debate of motions, and vote at membership meetings.
3.4 Speaking for The Arc. No member shall act or speak in the name of the Association without the approval of the President or the Executive Director.
3.5 Members with Prejudicial Interests. Any member whose actions are prejudicial to the interests of The Arc or of persons with intellectual or developmental disabilities may have his or her membership permanently removed by the following process:
3.5.1 A member may bring written complaint against another member and submit it to the President. The complaint shall present evidence to substantiate the accusation.
3.5.2 The President shall notify the accused and set a date for a hearing before the Board of Directors within 30 days. At that time, the accused shall be given an opportunity to be heard. Upon a three-fourths (3/4) vote of the Board of Directors at a meeting at which a quorum is present, the accused’s membership may be revoked.
3.5.3 The accused shall have the right to appeal the decision to the general membership. On receipt of the appeal, the President shall call a special meeting of the membership within thirty (30) days at which the membership may overrule the decision of the Board of Directors by a three-fourths (3/4) vote, a quorum being present.
ARTICLE 4: MEMBERSHIP MEETINGS (formerly Article 5)
4.1 Regular Membership Meetings. Members shall be notified at least two (2) weeks in advance of all membership meetings.
4.2 Annual Meeting. The regular membership meeting in May or June shall be designated as the Annual Meeting for the election of officers and directors. The Annual Meeting may not be cancelled.
4.3 Special Meetings of the Membership. Special meetings of the membership may be called by the President or shall be called on written application of five (5) members made to the President. Notices stating the purpose of the meeting shall be communicated to all members, in print or electronically, not less than one (1) week prior to the meeting. No other business may be transacted at a special meeting other than what is stated in the written notice.
4.4 Quorum for Membership Meetings. A quorum for meetings of the membership shall consist of not less than ten (10) members whose dues are current or have been waived.
ARTICLE 5: FISCAL YEAR
The fiscal year shall begin January 1 and end December 31.
ARTICLE 6: BOARD OF DIRECTORS
6.1 Responsibility of the Board. The Board shall be responsible for establishing a clear organizational mission, forming the strategic plan to accomplish the mission, overseeing and evaluating the plan’s success, hiring a competent Executive Director and providing adequate supervision and support to that individual, ensuring financial solvency of the Association, interpreting and representing The Arc to the community at large, and maintaining a fair system of operational policies and procedures.
6.2 Board Size. The Board of Directors shall consist of at least eleven (11) but not more than seventeen (17) members whose dues are current or have been waived, composed of the elected officers, and the seven (7) to thirteen (13) directors.
6.3 Meetings. The Board of Directors shall meet at least quarterly. The Executive Committee shall meet in any and all months the Board of Directors does not hold a regular meeting. Meetings may be conducted in person, by telephone conference call, or by teleconference or other electronic means.
6.4 Special Meetings of the Board. The President may call special meetings of the Board, or special meetings may be called upon the written request of three Board members. Special meetings shall be held on not less than 48 hours’ notice to the Board. No other business may be transacted at a special meeting other than what is stated in the written notice. Any Board member may grant a written proxy to another Board member to vote on his/her behalf at a Special Meeting of the Board pursuant to these bylaws.
6.5 Quorum of the Board. The quorum of the Board of Directors shall be fifty-one percent (51%) of the number of the members of the Board.
6.6 Term of Office. Directors shall serve for a term of two (2) years following their election. Directors are eligible to serve three (3) consecutive terms.
6.7 Board Elections. New Directors and current Directors shall be elected or re-elected by the Members at the Annual Meeting. Directors will be elected by a simple majority of Members present at the Annual Meeting. The duly elected Officers and Directors shall take office immediately upon election.
6.8 Election Procedures.
6.8.1 There shall be a Nominating Committee composed of three (3) Members of The Arc appointed by the Board of Directors from among its members. The board shall elect
one of these three (3) as the nominating Committee Chairperson at least three (3)
months prior to the Annual Meeting.
6.8.2 The Nominating Committee shall prepare a slate of Officers and Directors and shall secure the consent of its nominees to serve if elected. The Nominating Committee shall report its nominations to the Board of Directors at least one month prior to the Annual Meeting.
6.8.3 Nominations shall be permitted from the floor at the Annual Meeting. All nominees shall be Members whose dues are current or have been waived, and who have given consent to the nomination.
6.9 Vacancies. The Vice President shall assume the unexpired term of a vacating President. If a vacancy occurs on the Board for any other position, the remaining portion of the term may be filled by the affirmative vote of a majority of the remaining Board members.
6.10 Resignation, Absences and Termination.
6.10.1 An Officer or Director may resign at any time by written notice. The resignation shall be effective when the notice is delivered unless the notice specifies a later date.
6.10.2 Officers and directors are expected to be active, contributing members of the
Board. Board members who miss three (3) regular Board meetings within a 12-month period may be asked by the Executive Committee to tender their resignation from the Board.
6.10.3 A Board member may be removed for other reasons by a two-thirds (2/3) vote of the remaining Board members.
6.11 Presiding Officer. If the President is not present, the Vice President shall preside. If the Vice President is absent, the Recording Secretary shall preside. If all such officers are absent, a chairman shall be elected by those present.
ARTICLE 7: OFFICERS AND DUTIES (Formerly Articles 9 & 10)
7.1 Officers. The officers shall be a President, Vice-President, Recording Secretary, Treasurer, and Immediate Past President. All officers must be current Members of The Arc.
7.2 Term of Office. The officers shall serve for a term of one (1) year following their election. No officer may be elected to the same position for more than three (3) consecutive terms.
7.3 Vacancies in Elective Positions. All vacancies in the elective positions, except that of President, shall be filled for the unexpired term by majority consent of the Board of Directors.
7.4.1 The President shall preside at all meetings of the Board, appoint chairpersons and
members of all committees, serve as an ex-officio member of all committees, and perform other duties as may be required by the office.
7.4.2 The Vice-President shall ascend to the Presidency in case of a vacancy in that office, perform the duties of the President in the President’s absence, and undertake such other responsibilities as the President may assign.
7.4.3. The Recording Secretary shall be responsible for the accurate record of the proceedings of all meetings of the Membership and the Board, and perform such other duties as may be required by the office.
7.4.4 The Treasurer shall see that a complete and accurate account of all funds is maintained and ensure that all funds are deposited and disbursed according to The Arc’s fiscal policies. The Treasurer shall see that a financial report is presented at regular Board meetings.
ARTICLE 8: COMMITTEES
8.1 Executive Committee.
8.1.1 The Executive Committee shall be composed of the President, Vice-President, Recording Secretary, Treasurer, and Immediate Past President if still available for service.
8.1.2 The Executive Committee shall have the authority to act for the Board in intervals
between meetings of the Board.
8.1.3 All action taken shall be done by the majority of the Executive Committee.
8.1.4 None of the acts of the Executive Committee shall conflict with action taken by the
8.1.5 Any action of the Executive Committee may be taken without a meeting if agreed to by all members of the Executive Committee.
8.1.6 All members of the Executive Committee shall sign their consent stating the action
taken. Such consent shall have the same effect of a meeting vote.
8.2 Other Committees
The Board of Directors may create and dissolve standing and temporary committees as it sees fit.
ARTICLE 9: RELATIONSHIP WITH STATE AND NATIONAL AFFILIATES
The Association shall maintain membership in its state and national affiliates and adhere to their affiliation agreements.
ARTICLE 10: CONFLICT OF INTEREST
Board members and employees shall disclose to the Executive Director and/or the President any potential conflict of interest arising as a result of business, financial, family, organizational, or personal relationships. Board members with conflicts of interest shall abstain from voting on any related matters.
ARTICLE 11: INDEMNIFICATION
Any officer or director who, by reason of being an officer or director, is a party to any proceeding shall be held harmless against all liabilities or expenses incurred in that proceeding. This shall include attorney fees except those incurred as a result of willful misconduct, or knowledge of or criminal violation of the law.
ARTICLE 12: AMENDMENTS TO THESE BYLAWS
Proposed amendments to these bylaws may be made by a majority vote of the Board. Proposed amendments shall be sent out with regular Board announcements prior to the meeting at which the amendments will be considered.
ARTICLE 13: DISSOLUTION
In the event of the dissolution of this Association, the Board of Directors shall make provision for the payment of all liabilities and dispose of all assets exclusively for the purposes of The Arc or such organization(s) operated exclusively for charitable purposes as shall at the time qualify as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.
ARTICLE 14: NON-DISCRIMINATION POLICY
The Arc will not discriminate on the basis of race, color, creed, religion, gender, sexual orientation, national origin, age, marital status, veteran status, or status as a qualified individual with disabilities or handicaps.