The VLWA Bylaws

Bylaws
Virginia Lakes and Watersheds Association
Initial Adoption - May 6, 1985 -- Revision Date - May 15, 1998, March 15, 2006

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Article I
Name
The name of the corporation is The Virginia Lakes and Watersheds Association, hereinafter referred to as the “Association”.
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Article II
Mission and Purpose
Section 1. The Association is a non-stock, 501 (c) 3 corporation organized and existing under the laws of Virginia, charged with the duties and vested with the powers prescribed by law as set forth in these documents.  The Mission of the Association is to promote the quality of Virginia’s waters by education, exchange of information, building partnerships and raising public awareness for the benefit of the citizens of Virginia.
Section 2. It is a state affiliate of the North American Lake Management Society (NALMS).  
Section 3. The purposes of the Association are:
•   To promote good lake, reservoir and stormwater management and dam safety on a watershed basis.
•   To disseminate information to the membership and public which will improve the policies and practices of lake and watershed management.  We will provide information regarding regulatory issues, new technical developments and networking opportunities.
•   To increase membership in VLWA and involvement of stakeholders in water resource management.
•   To promote education regarding the environmental impact of water resource management..
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Article III
Membership
Section 1.  Membership shall be open to lake, pond, reservoir, river and watershed property owners or associations within the Commonwealth of Virginia, and other organizations or individuals, whether resident of the Commonwealth of Virginia or not, providing support services to or interested in lake and watershed management.

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Article IV
Dues
Section 1. Dues shall be set periodically by the Board of Directors.

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Article V
Meetings

Section 1.  The Annual Membership Meeting will be at a location, date and time chosen by the Board of Directors and is to be announced annually.
Section 2.   The presence of any number of members, including Board members present, shall constitute a quorum for the purposes of conducting the Association’s business at the Annual Membership Meeting, but in no case may a quorum be less than the quorum required for a Board of Directors meeting (Article VI, Section 5.)

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Article VI
Board of Directors
Section 1. The Association will be governed by a Board of Directors (“the Board”), which shall have full power to manage the affairs of the Association to accomplish its purposes.
Section 2. The Board shall consist of no more than 14 directors, who are Association members, and shall become North American Lake Management Society members prior to the next Board Meeting if not already a member, half of whom shall be elected every year.  Each director shall serve for a two-year term.  Directors will be elected by the general membership.  Vacancies may be filled by the Board.  The Past President shall also be an active voting Board member.
Section 3. The Board shall meet or otherwise communicate at least every four months.  The Board shall select meeting locations throughout the state.
Section 4. Meetings of the Board shall be open to Association members but anyone wishing to speak must secure a place on the agenda.
Section 5. Five members of the Board shall constitute a quorum.
Section 6. The Executive Committee shall consist of the President, the Vice President, the Secretary, the Treasurer, and the Past President.
Section 7. Any Board Member, except Emeritus Directors, missing two consecutive, regularly scheduled meetings shall be dropped automatically from the Board and the Board will appoint a replacement for that term.  If it is deemed to be in the best interest of the Association, the Board may reappoint a member who has been dropped.
Section 8. Elections shall be held at the Annual Membership Meeting.  Elections shall be conducted by paper ballot, however, a voice vote may be used subject to a favorable vote by a majority of members present, and subject to the quorum requirements in Article V.
Section 9. The nominating committee shall consider recommendations from the regions, and nominate candidates for election at the Annual Membership Meeting.  Nominations from the floor will not be accepted.

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Article VII
Officers
Section 1. The Board shall elect officers for the next year at the Annual Membership Meeting.
Section 2. The officers of the Association shall consist of a President, a Vice President, a Secretary, a Treasurer and such other officers as the Board shall determine.
Section 3. Officers shall be members of the Board and shall be elected for a one-year term.  Successors shall be elected by the Board.
Section 4. The President shall preside at all meetings and shall be responsible for the management of the Association’s business.  The President shall carry out the orders and resolutions of the Board and shall have the authority to reasonably delegate responsibilities to others.
Section 5. In the President’s absence, the Vice President shall carry out the President’s duties.  In the absence of both, the Secretary shall carry out the President’s duties.
Section 6. The Secretary shall maintain the minutes, correspondence and records of the Association.
Section 7. The Treasurer shall collect keep and disburse the funds of the Association, keep proper books, and render a report of the financial status of the Association at each Board meeting.
Section 8. In the absence of the Secretary or Treasurer, the President or Vice President, in that order, shall designate a substitute.
Section 9. Bonding of the Treasurer shall be at the discretion of the Board on an annual basis.
Section 10. Each of the officers shall prepare an annual report to be presented at the Annual Membership Meeting.
Section 11. The Vice President shall be the Chapter Representative to the North American Lake Management Society.  The duties will include conveying all news from NALMS to the Association and responding to all requests from NALMS for the Association.
Section 12. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the organization for duties other than as a director or officer.
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Article VIII
Business Office
Section 1. The Board shall select the location of the business office.  The site should be more or less centrally located to the majority of the Association membership.

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Article IX
Standing Committees
Section 1. Annually, the Board shall elect a 3-person nominating committee to nominate officers and members of the Board.
Section 2. There shall be a membership committee appointed annually by the Board.
Section 3. There shall be a financial review committee, appointed annually by the President who shall examine the financial records of the Association.
Section 4, Other committees can be created, as needed, by the Board to conduct the business of the association.
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Article X
Parliamentary Authority
Section 1. Robert's Rules of Order shall generally be accepted to govern the proceedings of the Association. The President shall appoint a Parliamentarian if necessary.

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Article XI
Anti Discrimination
Section 1. The Association shall not discriminate against individuals or organizations because of race, creed, color, gender, sexual preference, nation of origin or any other reason.

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Article XII
Amendment to Bylaws
Section 1. These Bylaws may be amended at any meeting of the Board, provided written notice is given to Board members at least 30 days in advance of the meeting at which action is to be taken.  A proposed amendment may be changed at the meeting providing it pertains to the same general subject.