VIRGINIA WILDERNESS COMMITTEE
Annual Meeting, August 24, 2024
Proposed Amendments to the By-Laws
Attendees are asked to consider and vote on the following proposed amendments and one addition to the VWC By-Laws. The Board of Directors recommends adoption of these changes.
Article II, Purpose, Function, Policies – proposed new II.3.6., Policies
“6. VWC celebrates the diversity of the population who enjoy use of the Commonwealth’s natural areas and support VWC’s mission. VWC strives to ensure that all who want to enjoy these natural areas feel comfortable doing so, including members of groups that historically may have felt unwelcome, and to advance the principles of diversity, equity, and inclusion in its internal governance.”
Rationale: VWC seeks to make explicit its commitment to DEI principles.
Article V. Section 4., Board of Directors, Meetings
Existing text: “…Board meetings shall be held in person, but board members may participate via phone.”
Proposed amendment: “Board meetings shall be held in person, but board members may participate via phone or digital means.”
Rationale: Enable participation in Board meetings via Zoom.
Article V. Section 6., Board of Directors, Quorum
Existing text: “Two thirds (2/3s) of the Board shall constitute a quorum, which shall include those participating by phone.”
Proposed amendment: Two thirds (2/3s) of the Board shall constitute a quorum, which shall include those participating via phone or digital means.”
Rationale: Enable participation in Board meetings via Zoom.
Article VI. Section 4., Executive Committee, Meetings
Existing text: “…Special meetings of the Executive Committee may be in-person, or by conference call or email, depending on the timeliness of the business needed to be conducted.”
Proposed amendment: “…Special meetings of the Executive Committee may be in-person, or via conference call or digital means, depending on the timeliness of the business needed to be conducted.”
Rationale: Enable participation in Executive Committee meetings via Zoom.
Article VI. Section 6., Executive Committee, Quorum
Existing text: “Two thirds (2/3s) of the Executive Committee shall constitute a quorum, which shall include those participating by phone.”
Proposed amendment: “Two thirds (2/3s) of the Executive Committee shall constitute a quorum, which shall include those participating via phone or digital means.”
Rationale: Enable participation in Executive Committee meetings via Zoom.
Article VIII, Section 2., Staff
Existing text: “Any other staff shall report through the Executive Director to the Executive Committee for direction.”
Proposed amendment: “Any other staff shall report to the Executive Director.”
Rationale: Clarify that the Executive Director supervises staff of VWC.
Article IX, Section 1., Committees, Structure
Existing text: “A Committee may act without meeting provided that the action is approved by all members either in person or on the phone.”
Proposed amendment: “A Committee may act without meeting provided that the action is approved by all members either in person or via phone or digital means.”
Rationale: Enable Committee members to participate via Zoom.
Article X, Section 1., Finances, Sources
Existing text: “There shall be no membership nor dues schedule. However, voluntary contributions by members will at all times be encouraged...”
Proposed amendment: Delete these two sentences and replace them with: “The Board of Directors may establish a structure of membership fees to be paid by VWC members, and voluntary contributions by VWC members shall at all times be encouraged.”
Rationale: Establish the legal basis for a proposed new tiered membership structure where different types of services and activities are available to members who contribute at different monetary levels. The proposed new structure aims to generate new revenue for VWC, but membership fees will remain voluntary even under the new structure.
Annual Meeting, August 24, 2024
Proposed Amendments to the By-Laws
Attendees are asked to consider and vote on the following proposed amendments and one addition to the VWC By-Laws. The Board of Directors recommends adoption of these changes.
Article II, Purpose, Function, Policies – proposed new II.3.6., Policies
“6. VWC celebrates the diversity of the population who enjoy use of the Commonwealth’s natural areas and support VWC’s mission. VWC strives to ensure that all who want to enjoy these natural areas feel comfortable doing so, including members of groups that historically may have felt unwelcome, and to advance the principles of diversity, equity, and inclusion in its internal governance.”
Rationale: VWC seeks to make explicit its commitment to DEI principles.
Article V. Section 4., Board of Directors, Meetings
Existing text: “…Board meetings shall be held in person, but board members may participate via phone.”
Proposed amendment: “Board meetings shall be held in person, but board members may participate via phone or digital means.”
Rationale: Enable participation in Board meetings via Zoom.
Article V. Section 6., Board of Directors, Quorum
Existing text: “Two thirds (2/3s) of the Board shall constitute a quorum, which shall include those participating by phone.”
Proposed amendment: Two thirds (2/3s) of the Board shall constitute a quorum, which shall include those participating via phone or digital means.”
Rationale: Enable participation in Board meetings via Zoom.
Article VI. Section 4., Executive Committee, Meetings
Existing text: “…Special meetings of the Executive Committee may be in-person, or by conference call or email, depending on the timeliness of the business needed to be conducted.”
Proposed amendment: “…Special meetings of the Executive Committee may be in-person, or via conference call or digital means, depending on the timeliness of the business needed to be conducted.”
Rationale: Enable participation in Executive Committee meetings via Zoom.
Article VI. Section 6., Executive Committee, Quorum
Existing text: “Two thirds (2/3s) of the Executive Committee shall constitute a quorum, which shall include those participating by phone.”
Proposed amendment: “Two thirds (2/3s) of the Executive Committee shall constitute a quorum, which shall include those participating via phone or digital means.”
Rationale: Enable participation in Executive Committee meetings via Zoom.
Article VIII, Section 2., Staff
Existing text: “Any other staff shall report through the Executive Director to the Executive Committee for direction.”
Proposed amendment: “Any other staff shall report to the Executive Director.”
Rationale: Clarify that the Executive Director supervises staff of VWC.
Article IX, Section 1., Committees, Structure
Existing text: “A Committee may act without meeting provided that the action is approved by all members either in person or on the phone.”
Proposed amendment: “A Committee may act without meeting provided that the action is approved by all members either in person or via phone or digital means.”
Rationale: Enable Committee members to participate via Zoom.
Article X, Section 1., Finances, Sources
Existing text: “There shall be no membership nor dues schedule. However, voluntary contributions by members will at all times be encouraged...”
Proposed amendment: Delete these two sentences and replace them with: “The Board of Directors may establish a structure of membership fees to be paid by VWC members, and voluntary contributions by VWC members shall at all times be encouraged.”
Rationale: Establish the legal basis for a proposed new tiered membership structure where different types of services and activities are available to members who contribute at different monetary levels. The proposed new structure aims to generate new revenue for VWC, but membership fees will remain voluntary even under the new structure.