VWC By-Laws
AMENDED AND RESTATED BY-LAWS OF THE VIRGINIA WILDERNESS COMMITTEE
Approved 8/24/2024
ARTICLE I Name and Place of Business
Section 1. NAME: Virginia Wilderness Committee, hereinafter referred to as “the VWC.”
Section 2. PLACE OF BUSINESS: The principal place of business of the VWC shall be located at such a place in the Commonwealth of Virginia as may be determined by the Executive Committee.
ARTICLE II Purpose, Function, and Policies
Section 1. PURPOSE: The VWC is organized to coordinate the work of citizens who are endeavoring to preserve Virginia’s natural areas and to encourage wider appreciation of the natural resources of the Commonwealth. This includes permanently protecting Virginia’s wild places for future generations in the Wilderness Preservation System, fostering understanding and appreciation of wilderness, and promoting enjoyment and stewardship of Virginia’s wildlands. The VWC is engaged exclusively in charitable, educational, and scientific activities, including the making of distributions to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. FUNCTION: The VWC will coordinate the creative ideas, labor, and financial resources of conservation-minded individuals in accord with this purpose by:
Section 3. POLICIES:
ARTICLE III Membership and Operating Structure
Section 1. GOVERNING BODY: The governing body of the VWC, empowered to determine all VWC policies, positions, and actions, shall be a Board of Directors as described in Article V. An Executive Committee of the Board, as described in Article VI, shall be authorized to carry out the day-to-day administrative operations of the VWC, and is responsible for coordinating with staff and volunteers to implement approved policies, positions, and actions.
Section 2. MEMBERSHIP: Membership in the VWC shall be open to anyone who requests membership in writing, indicating his or her support for the principles of the VWC as provided in Article II.
Section 3. LISTING: A list of all members shall be maintained in all offices of the VWC at all times, and shall be used for meeting notices, newsletters, and other purposes.
ARTICLE IV Meetings
Section 1. ANNUAL MEETING: An annual meeting of the VWC shall be held at such time and at such place, within the Commonwealth of Virginia, as is determined by the Executive Committee.
Section 2. ANNUAL REPORT: The Executive Committee shall prepare and present an annual report to the Annual Meeting provided in Section 1 of this Article, including a financial report of all activities of the VWC for the preceding calendar year.
Section 3. SPECIAL MEETINGS: Special in-person meetings of the VWC may be called by the written request of at least 20 members or one-fifth (1/5) of the membership, whichever is less. The Executive Committee may, upon its own initiative, at any time, call a special meeting. Such special meetings will be conducted in-person.
Section 4. QUORUM: Any number of members shall constitute a quorum at any annual or special meeting of the VWC for the purpose of conducting normal business.
Section 5. NOTICE: Notice of any annual or special meeting of the VWC shall be distributed to all members at least fifteen (15) days but not more than fifty (50) days in advance of such meeting and shall contain an agenda and an order of business.
ARTICLE V Board of Directors
Section 1. COMPOSITION: The Board of Directors shall consist of the officers of the VWC, past Presidents, and other members who may be elected from time to time. The Board may number from five (5) to fifteen (15) members.
Section 2. CHAIRPERSON: The President of the VWC shall serve as chairperson of the Board of Directors.
Section 3. ELECTION: Members of the Board of Directors, other than the Officers and past Presidents, shall be elected by the Board of Directors for a term of three (3) years with staggered rotation.
Section 4. MEETINGS: The Board shall meet at least quarterly at the call of the President. One meeting may coincide with the annual meeting of the VWC. Board meetings shall be held in person, but board members may participate via phone or digital means.
Section 5. DUTIES: The Board shall determine the policies, positions, and actions as defined in Article II Section 3 above, support the work of the Executive Committee, and seek to secure the resources necessary for the continued success of the VWC.
Section 6. QUORUM: Two thirds (2/3s) of the Board shall constitute a quorum, which shall include those participating via phone or digital means.
ARTICLE VI Executive Committee
Section 1. COMPOSITION: The Executive Committee shall consist of the officers of the VWC specified in Article VII below. Additional members of the Executive Committee may also be appointed by the Board of Directors, including but not limited to the immediate past President of the VWC.
Section 2. CHAIRPERSON: The President of the VWC shall serve as chair of the Executive Committee.
Section 3. AUTHORITY: The authority of the Executive Committee is set out in Article III Section 1 above.
Section 4. MEETINGS: The Executive Committee shall meet in-person at least quarterly at regularly scheduled times. A special meeting of the Executive Committee may be called at any reasonable time by the President or by two of the members of this Committee, provided that all members of this Committee be informed of the purpose, place, and time of the meeting at least forty-eight (48) hours in advance. 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.
Section 5. MEETING NOTICE: The office of the Secretary shall give a reminder notice, by mail, e-mail, or telephone, of all regular meetings of the Executive Committee to all members of this Committee at least five (5) days in advance of any regular meeting. In the case of special meetings, notice shall be given by telephone, e-mail, or in person, at least forty-eight (48) hours in advance.
Section 6. QUORUM: Two thirds (2/3s) of the Executive Committee shall constitute a quorum, which shall include those participating via phone or digital means.
Section 7. BOARD MEMBER PARTICIPATION: Executive Committee meetings shall be open to all board members. Notice of the same shall be given to all board members. Only Executive Committee members are empowered to vote on matters before the Executive Committee.
ARTICLE VII Officers
Section 1. OFFICERS: The officers of the VWC shall be the President, Vice-President, Secretary, and Treasurer.
Section 2. ELECTION: At the annual meeting of the VWC, officers shall be nominated and elected from among the members of the VWC.
Section 3. DUTIES OF OFFICERS: The duties of the officers shall be such as their titles, by general usage, would indicate; and such as may be assigned to them respectively by the Executive Committee.
Section 4. TENURE OF OFFICERS: All elected officers shall assume office upon election and serve for one year or until their successors are elected.
ARTICLE VIII Staff
Section 1. The principal staff of the VWC shall include, but not be limited to an Executive Director who shall be hired by a majority of the Board and who shall have the experience necessary to work closely with the National Forest Service and other federal, state, local, and private organizations in the pursuit of the goals of the VWC. The Executive Director shall supervise any other staff and report to the Executive Committee.
Section 2. Any other staff shall report to the Executive Director. The Executive Director shall have general supervision over, responsibility for, and control of the employees of the VWC. The Executive Director, in consultation with the Executive Committee shall be responsible for the implementation of the policies, positions, and actions established by the Board of Directors as well as the day-to-day management and operations of the VWC.
ARTICLE IX Committees
Section 1. STRUCTURE. Each committee shall consist of at least three members appointed by the President for one-year terms. The Chair shall be a Board Member, but others may serve on committees. Every Board Member shall serve on at least one committee. The Executive Director shall serve ex officio on all committees. Each Committee will meet on the call of its Chair, or the President, with five days’ notice, but notice may be waived in writing. A Committee may act without meeting provided that the action is approved by all members either in person or via phone or digital means.
Section 2. STANDING COMMITTEES. In addition to the Executive Committee, the Board of Directors shall have three Standing Committees, for Governance, Finance, and Membership, Vision and Outreach.
a. GOVERNANCE COMMITTEE.
i. The Committee shall present a slate of officers for consideration for election by the membership at the annual meeting.
ii. The Committee shall recruit new members for the Board of Directors, presenting them for consideration for election by the Board either at the annual meeting or any Board meeting.
iii. The Committee shall be responsible for making recommendations to the Board for changes to these By-laws.
b. FINANCE COMMITTEE.
i. The Committee shall be chaired by the Treasurer and shall oversee all fiscal affairs of the VWC, including the preparation and presentation of budgets for Board approval at the regular meeting held during the last quarter of the accounting year.
ii. The Committee shall institute a system of accounting and management controls in order to safeguard its funds.
iii. The Committee shall see to the preparation and filing of tax returns and other necessary reports.
c. VISION AND OUTREACH COMMITTEE
i. The Committee shall be responsible for establishing the long term vision for the organization and recommending any such changes in organizational vision to the Board of Directors.
ii. In consultation with VWC staff, the Committee will recommend strategies for effective outreach and communication with goals of increasing support, membership, visibility and community engagement with our mission of Wilderness and wildlands protection, appreciation and stewardship. Committee members will assist with implementation and review of these strategies as time permits.
Section 3. AD HOC COMMITTEES. The President may recommend to the Board for its approval the appointment of such ad hoc committees, not provided for in these By-laws as the President may deem advisable in the conduct of the affairs of the VWC
ARTICLE X Finances
Section 1. SOURCES: 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. The VWC may receive grants and contributions provided that no such grants or contributions shall be given or received so as to compromise or conflict with the aims and purposes of the VWC.
Section 2. ANNUAL FINANCIAL REVIEW: The books of the VWC shall be audited by the Finance Committee or commercial accounting firm appointed or designated by the Committee at the end of the fiscal year and preceding the annual meeting. The financial review shall be available at the annual meeting.
Section 3. DEPOSITS AND WITHDRAWALS: The funds of the VWC shall be deposited in such bank or trust company as the Executive Committee shall designate. Withdrawals shall be by check issued and signed by an officer or officers as designated by the Executive Committee. Vouchers, purchase orders, statements, or other evidence of purchase or obligation shall be a necessary condition for the issuing and signing of any check. The Treasurer shall have a current financial statement available at all regularly scheduled meetings of the Executive Committee and the Board of Directors.
Section 4. FISCAL YEAR: The fiscal year of the VWC shall be the calendar year.
Section 5. DISPOSITION OF FUNDS IN EVENT OF DISSOLUTION: In the event of dissolution of the VWC, any funds remaining in the treasury after the payment of all debts owed by the VWC shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated for such purposes.
ARTICLE XI Amendments
These By-Laws may be amended at any annual meeting of the VWC, by two-thirds (2/3) affirmative vote of the members present, so long as written notice is given to all members at least ten (10) days prior to the annual meeting. Such notice shall clearly state the nature of the amendment(s) to be considered.
ARTICLE XII Protocol
Except as herein provided to the contrary, Roberts Rules of Order shall govern.
ARTICLE XIII Conflict of Interest
Members of the Board of Directors shall be governed by Section 13.1-871, Code of Virginia, as amended.
Approved 8/24/2024
ARTICLE I Name and Place of Business
Section 1. NAME: Virginia Wilderness Committee, hereinafter referred to as “the VWC.”
Section 2. PLACE OF BUSINESS: The principal place of business of the VWC shall be located at such a place in the Commonwealth of Virginia as may be determined by the Executive Committee.
ARTICLE II Purpose, Function, and Policies
Section 1. PURPOSE: The VWC is organized to coordinate the work of citizens who are endeavoring to preserve Virginia’s natural areas and to encourage wider appreciation of the natural resources of the Commonwealth. This includes permanently protecting Virginia’s wild places for future generations in the Wilderness Preservation System, fostering understanding and appreciation of wilderness, and promoting enjoyment and stewardship of Virginia’s wildlands. The VWC is engaged exclusively in charitable, educational, and scientific activities, including the making of distributions to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 2. FUNCTION: The VWC will coordinate the creative ideas, labor, and financial resources of conservation-minded individuals in accord with this purpose by:
- engaging in research in all areas of VWC concern;
- promoting leadership among individuals to create and implement necessary action programs;
- promoting public understanding and enlisting public support through dynamic programs of information and education in conservation matters;
- maintaining effective communications among members, and with appropriate governmental agencies and the general public;
- serving as an information clearing-house on all matters concerning wilderness and natural areas;
- lending support to and seeking cooperation from, as appropriate, local, state, and national agencies; and
- representing members in accordance with the provisions of these By-Laws.
Section 3. POLICIES:
- The VWC shall be a non-profit civic association. It shall be non-partisan and shall not promote the candidacy of any person seeking public office.
- The primary role of the VWC shall be that of a service agency for its members.
- The VWC shall in no manner undertake to control the actions of participating individuals, except when they are acting in the name of the VWC.
- Positions of the VWC include all decisions that define the organization’s stance on issues related to the management of Virginia’s public lands, or issues related to public lands management. Positions shall describe the scope of actions that will be carried out in the name of the VWC.
- Actions requiring the vote of the board include significant new or changed commitments of resources, directions, or campaigns.
- 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.
ARTICLE III Membership and Operating Structure
Section 1. GOVERNING BODY: The governing body of the VWC, empowered to determine all VWC policies, positions, and actions, shall be a Board of Directors as described in Article V. An Executive Committee of the Board, as described in Article VI, shall be authorized to carry out the day-to-day administrative operations of the VWC, and is responsible for coordinating with staff and volunteers to implement approved policies, positions, and actions.
Section 2. MEMBERSHIP: Membership in the VWC shall be open to anyone who requests membership in writing, indicating his or her support for the principles of the VWC as provided in Article II.
Section 3. LISTING: A list of all members shall be maintained in all offices of the VWC at all times, and shall be used for meeting notices, newsletters, and other purposes.
ARTICLE IV Meetings
Section 1. ANNUAL MEETING: An annual meeting of the VWC shall be held at such time and at such place, within the Commonwealth of Virginia, as is determined by the Executive Committee.
Section 2. ANNUAL REPORT: The Executive Committee shall prepare and present an annual report to the Annual Meeting provided in Section 1 of this Article, including a financial report of all activities of the VWC for the preceding calendar year.
Section 3. SPECIAL MEETINGS: Special in-person meetings of the VWC may be called by the written request of at least 20 members or one-fifth (1/5) of the membership, whichever is less. The Executive Committee may, upon its own initiative, at any time, call a special meeting. Such special meetings will be conducted in-person.
Section 4. QUORUM: Any number of members shall constitute a quorum at any annual or special meeting of the VWC for the purpose of conducting normal business.
Section 5. NOTICE: Notice of any annual or special meeting of the VWC shall be distributed to all members at least fifteen (15) days but not more than fifty (50) days in advance of such meeting and shall contain an agenda and an order of business.
ARTICLE V Board of Directors
Section 1. COMPOSITION: The Board of Directors shall consist of the officers of the VWC, past Presidents, and other members who may be elected from time to time. The Board may number from five (5) to fifteen (15) members.
Section 2. CHAIRPERSON: The President of the VWC shall serve as chairperson of the Board of Directors.
Section 3. ELECTION: Members of the Board of Directors, other than the Officers and past Presidents, shall be elected by the Board of Directors for a term of three (3) years with staggered rotation.
Section 4. MEETINGS: The Board shall meet at least quarterly at the call of the President. One meeting may coincide with the annual meeting of the VWC. Board meetings shall be held in person, but board members may participate via phone or digital means.
Section 5. DUTIES: The Board shall determine the policies, positions, and actions as defined in Article II Section 3 above, support the work of the Executive Committee, and seek to secure the resources necessary for the continued success of the VWC.
Section 6. QUORUM: Two thirds (2/3s) of the Board shall constitute a quorum, which shall include those participating via phone or digital means.
ARTICLE VI Executive Committee
Section 1. COMPOSITION: The Executive Committee shall consist of the officers of the VWC specified in Article VII below. Additional members of the Executive Committee may also be appointed by the Board of Directors, including but not limited to the immediate past President of the VWC.
Section 2. CHAIRPERSON: The President of the VWC shall serve as chair of the Executive Committee.
Section 3. AUTHORITY: The authority of the Executive Committee is set out in Article III Section 1 above.
Section 4. MEETINGS: The Executive Committee shall meet in-person at least quarterly at regularly scheduled times. A special meeting of the Executive Committee may be called at any reasonable time by the President or by two of the members of this Committee, provided that all members of this Committee be informed of the purpose, place, and time of the meeting at least forty-eight (48) hours in advance. 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.
Section 5. MEETING NOTICE: The office of the Secretary shall give a reminder notice, by mail, e-mail, or telephone, of all regular meetings of the Executive Committee to all members of this Committee at least five (5) days in advance of any regular meeting. In the case of special meetings, notice shall be given by telephone, e-mail, or in person, at least forty-eight (48) hours in advance.
Section 6. QUORUM: Two thirds (2/3s) of the Executive Committee shall constitute a quorum, which shall include those participating via phone or digital means.
Section 7. BOARD MEMBER PARTICIPATION: Executive Committee meetings shall be open to all board members. Notice of the same shall be given to all board members. Only Executive Committee members are empowered to vote on matters before the Executive Committee.
ARTICLE VII Officers
Section 1. OFFICERS: The officers of the VWC shall be the President, Vice-President, Secretary, and Treasurer.
Section 2. ELECTION: At the annual meeting of the VWC, officers shall be nominated and elected from among the members of the VWC.
Section 3. DUTIES OF OFFICERS: The duties of the officers shall be such as their titles, by general usage, would indicate; and such as may be assigned to them respectively by the Executive Committee.
Section 4. TENURE OF OFFICERS: All elected officers shall assume office upon election and serve for one year or until their successors are elected.
ARTICLE VIII Staff
Section 1. The principal staff of the VWC shall include, but not be limited to an Executive Director who shall be hired by a majority of the Board and who shall have the experience necessary to work closely with the National Forest Service and other federal, state, local, and private organizations in the pursuit of the goals of the VWC. The Executive Director shall supervise any other staff and report to the Executive Committee.
Section 2. Any other staff shall report to the Executive Director. The Executive Director shall have general supervision over, responsibility for, and control of the employees of the VWC. The Executive Director, in consultation with the Executive Committee shall be responsible for the implementation of the policies, positions, and actions established by the Board of Directors as well as the day-to-day management and operations of the VWC.
ARTICLE IX Committees
Section 1. STRUCTURE. Each committee shall consist of at least three members appointed by the President for one-year terms. The Chair shall be a Board Member, but others may serve on committees. Every Board Member shall serve on at least one committee. The Executive Director shall serve ex officio on all committees. Each Committee will meet on the call of its Chair, or the President, with five days’ notice, but notice may be waived in writing. A Committee may act without meeting provided that the action is approved by all members either in person or via phone or digital means.
Section 2. STANDING COMMITTEES. In addition to the Executive Committee, the Board of Directors shall have three Standing Committees, for Governance, Finance, and Membership, Vision and Outreach.
a. GOVERNANCE COMMITTEE.
i. The Committee shall present a slate of officers for consideration for election by the membership at the annual meeting.
ii. The Committee shall recruit new members for the Board of Directors, presenting them for consideration for election by the Board either at the annual meeting or any Board meeting.
iii. The Committee shall be responsible for making recommendations to the Board for changes to these By-laws.
b. FINANCE COMMITTEE.
i. The Committee shall be chaired by the Treasurer and shall oversee all fiscal affairs of the VWC, including the preparation and presentation of budgets for Board approval at the regular meeting held during the last quarter of the accounting year.
ii. The Committee shall institute a system of accounting and management controls in order to safeguard its funds.
iii. The Committee shall see to the preparation and filing of tax returns and other necessary reports.
c. VISION AND OUTREACH COMMITTEE
i. The Committee shall be responsible for establishing the long term vision for the organization and recommending any such changes in organizational vision to the Board of Directors.
ii. In consultation with VWC staff, the Committee will recommend strategies for effective outreach and communication with goals of increasing support, membership, visibility and community engagement with our mission of Wilderness and wildlands protection, appreciation and stewardship. Committee members will assist with implementation and review of these strategies as time permits.
Section 3. AD HOC COMMITTEES. The President may recommend to the Board for its approval the appointment of such ad hoc committees, not provided for in these By-laws as the President may deem advisable in the conduct of the affairs of the VWC
ARTICLE X Finances
Section 1. SOURCES: 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. The VWC may receive grants and contributions provided that no such grants or contributions shall be given or received so as to compromise or conflict with the aims and purposes of the VWC.
Section 2. ANNUAL FINANCIAL REVIEW: The books of the VWC shall be audited by the Finance Committee or commercial accounting firm appointed or designated by the Committee at the end of the fiscal year and preceding the annual meeting. The financial review shall be available at the annual meeting.
Section 3. DEPOSITS AND WITHDRAWALS: The funds of the VWC shall be deposited in such bank or trust company as the Executive Committee shall designate. Withdrawals shall be by check issued and signed by an officer or officers as designated by the Executive Committee. Vouchers, purchase orders, statements, or other evidence of purchase or obligation shall be a necessary condition for the issuing and signing of any check. The Treasurer shall have a current financial statement available at all regularly scheduled meetings of the Executive Committee and the Board of Directors.
Section 4. FISCAL YEAR: The fiscal year of the VWC shall be the calendar year.
Section 5. DISPOSITION OF FUNDS IN EVENT OF DISSOLUTION: In the event of dissolution of the VWC, any funds remaining in the treasury after the payment of all debts owed by the VWC shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated for such purposes.
ARTICLE XI Amendments
These By-Laws may be amended at any annual meeting of the VWC, by two-thirds (2/3) affirmative vote of the members present, so long as written notice is given to all members at least ten (10) days prior to the annual meeting. Such notice shall clearly state the nature of the amendment(s) to be considered.
ARTICLE XII Protocol
Except as herein provided to the contrary, Roberts Rules of Order shall govern.
ARTICLE XIII Conflict of Interest
Members of the Board of Directors shall be governed by Section 13.1-871, Code of Virginia, as amended.