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Institute Bylaws
AMENDED AND RESTATED
BYLAWS OF THE
VIRGINIA SHERIFFS' INSTITUTE, INC.
Article I
Purposes
The Virginia Sheriffs' Institute, Inc., a Virginia nonstock, nonprofit,
tax-exempt corporation (the “ Corporation” ), shall be
organized and operated for the following purposes:
•
Section 1.
Exclusively charitable and educational purposes and for the purpose
of preventing cruelty to children by providing financial aid to boys
and girls under twenty-one years of age who are in need of home, camp,
training, or school facilities - such purpose to be accomplished primarily
through a scholarship program.
•
Section 2.
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.
•
Section 3.
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. back to top
Article II
Members
•
Section 1.
The Corporation shall have two classes of membership - Voting members
and Associate members. Voting members shall consist of all sheriffs
in the Commonwealth of Virginia who participate in the fund-raising
efforts of the Corporation. Each Voting member shall have one (1) vote
in connection with any action taken by the members of the Corporation,
including but not limited to, the election of the Board of Directors
of the Corporation. 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 a majority vote of 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 2.
Membership shall be solicited by Voting members and through a membership
campaign as required.
•
Section 3.
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 4.
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 5.
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 6.
(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, or by telegraph, teletype, 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 7.
At any meeting of the Voting members a majority of the Voting members,
represented in person or by proxy, shall constitute a quorum at a meeting
of Voting members.
•
Section 8.
At all meetings of members, a Voting member may vote by proxy executed
in writing by the Voting members or by his duly authorized attorney-in-fact.
Such proxy shall be filed with the Secretary of the Corporation, or
other officer or agent authorized to tabulate votes before or at the
time of the meeting, and shall be effective when received by the Secretary
or such other officer or agent authorized to tabulate votes.
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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 majority of the Board of Directors then in office present at a meeting
shall constitute a quorum for the conducting of all business of the
Board of Directors.
•
Section 7.
Unless otherwise indicated herein, all questions shall be resolved
by a majority vote of the Directors.
•
Section 8.
Any person, organization, or corporation making a donation of a value
of more than One Thousand Dollars ($1,000.00) may, by two-thirds vote
of the Directors present at a special or regular meeting, be elected
to membership on the Board of Directors as an Honorary Director. Such
person, organization or corporation will receive a certificate denoting
such Directorship; however, Honorary Directors will not have the right
to vote.
•
Section 9.
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 10.
(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, or
by telegram, or mailed 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, or (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.
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 11.
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.
•
Section 12.
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 13.
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 14.
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.
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Article IV
Indemnification of Directors and Officers
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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.
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Article V
Limitation of Liability of Directors and Officers
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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.
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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.
The President shall be the Chief Executive Officer of the Corporation.
He shall present at each meeting of the Board a report of the progress
and condition of the Corporation and shall make an annual report to
the Voting membership of the Corporation at the annual meeting of such
membership. He shall cause to be called regular or special meetings
of the Board in accordance with these Bylaws. He 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. In addition, he shall perform all other duties which usually
pertain to the office of President.
•
Section 3.
The Vice President shall, during the absence or the inability of the
President to render and perform his duties or exercise his powers,
perform such duties. When so acting he 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 to him by the President or the Board of Directors.
•
Section 4.
The Treasurer shall be responsible to the safeguarding of all funds
received by the Corporation and for their proper disbursement. Such
funds shall be kept on deposit in financial institutions approved by the Board of Directors, subject to checks properly approved and signed by
Corporate Officers and/or by the Executive Director or Deputy Director. He shall exhibit his books
and accounts to any Director of the Corporation, upon application at
the office of the Treasurer during normal working hours. He shall render
a statement of the receipts and expenditures at the end of the month
to the members of the Board of Directors by mail, and submit a full
financial report for the past year to the President so he can include
it in his report to the Voting members at the annual meeting of the
Voting membership of the Corporation. Upon request, he shall open his
books of account and all records under his control to the auditing
firm representative authorized by the Board of Directors.
•
Section 5.
The Secretary shall keep the minutes of the meetings of the Board of
Directors, both regular and special, in appropriate books. He shall
be custodian of the records of the Corporation and shall serve all
notices and attend to the correspondence of the Corporation. In addition,
he 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 may utilize the services of an Executive Director and Deputy Director whom shall perform such duties as the Board of Directors may prescribe.
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Article VII
Seal
•
The Corporation may have a seal. The form of such seal shall be designated
by the Board of Directors.
back to top Article VIII
Fiscal Year
•
The fiscal year of the Corporation shall begin the first day of July
and end on the 30th day of June each year.
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Article IX
Executive Committee
•
The Board of Directors may, by resolution passed by a majority of the
Board, in its discretion, designate not less than two (2) Directors
to constitute an Executive Committee who shall have and exercise the
power of the Board of Directors in the management of the business and
affairs of the Corporation during the interval between Board meetings
to the extent permitted by law.
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Article X
Other Committees
•
Standards for providing aid to needy boys and girls shall be established
by a committee appointed by and serving at the pleasure of the Board
of Directors. Such committee may be composed in part of persons other
than Directors, but it shall include only those individuals competent
through professional experience to select recipients this program can
best serve.
•
Standards and topics for educational and training programs shall be
established by a committee appointed by and serving at the pleasure
of the Board of Directors. Such committee may be composed in part of
persons other than Directors, but shall include only those individuals
competent through professional experience to select the educational
and training type programs as well as forum for such programs so that
such programs can prove to be beneficial to all in attendance.
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Article XI
Miscellaneous
•
Section 1.
The Directors may authorize 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 2.
No loan in an amount equal to or greater than One Thousand Dollars
($1,000.00) shall be contracted on behalf of the Corporation and no
evidence of indebtedness in an amount equal to or greater than the
above-stated sum shall be issued in its name unless authorized by a
Directors' resolution. Such authority may be general or confined to
specific circumstances.
•
Section 3.
All checks, drafts, or other orders for the payment of money, notes,
or other evidences of indebtedness issued in the name of the Corporation,
shall be signed by such officer or officers, agent or agents of the
Corporation and in such manner as shall from time to time be determined
by resolution of the Directors.
•
Section 4.
All funds of the Corporation not otherwise employed shall be deposited
from time to time to the credit of the Corporation in such banks, trust
companies, or other depositories as the Directors may select.
• Section 5.
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 President shall make the audit available to the Board of Directors.
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Article XII
Amendments
•
These By-Laws may be amended, altered, or added to by the majority
vote of any regular or special meeting of the Board of Directors provided
the Directors have been notified of such proposed amendment, alteration
or addition at least fifteen (15) calendar days prior to the meeting.
Adopted: July 20, 1992
Amended: October 12, 2005
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