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ARTICLE I
Name
The name of this Corporation shall be Dante Lives On, Inc. (hereinafter
referred to as the “Corporation”).
ARTICLE II
Mission and Vision
Section 1: Vision
We look towards a future which respects the history of this place and its
people and provides opportunities for its residents to enjoy the legacy of
those who settled and worked on the land.
Section 2: Mission
We work to improve the quality of life in the region by preserving,
restoring, and promoting its cultural heritage while finding new ways to
encourage growth and development in its communities.
ARTICLE III
Membership
Section 1: Constituency
Membership is open to all individuals and families who support the mission
and vision of the Corporation upon application for membership and recorded
acceptance by the Board of Directors.
Section 2: Dues
Membership shall consist of those who have paid their annual dues, as set by
the Board of Directors.
Section 3: Voting
Each member in Good Standing shall have one vote in such affairs of the
Corporation as are put before the members for vote. Good Standing shall be
understood to include being at least eighteen years of age and having dues
paid fifteen days in advance of any such voting. There shall be no voting by
proxy.
Section 4: Terminating Membership
Part A: Any Corporation member may separate themselves from the Corporation
by discontinuing payment of annual dues or withdrawing by written notice to
the Corporation's Secretary or Chair.
Part B: The Board of Directors may terminate the membership of a Corporation
member for Cause. Should a member of the Board recommend that the Board
consider terminating a membership, the Secretary shall issue an invitation
for the member to present an explanation to the Board in writing or in
person before the Board may vote to terminate the membership. Deliberations
and voting to terminate memberships shall be made in closed session and
require a two-thirds majority to pass. Upon terminating a membership, the
Treasurer shall issue the member a refund of their annual dues and the
Secretary shall notify the member of the Board's decision in writing.
ARTICLE IV
Membership Meetings
Section 1: Annual Meeting
The annual meeting of the members of this Corporation shall take place on
the second Saturday of October of each year, or another date as the Board of
Directors may designate, at a time and place to be selected by the Board,
for the purpose of electing new members to the Board of Directors,
presenting the annual report, and transacting any other business as may be
determined by the Board of Directors.
The Secretary shall notify all paid members of the Corporation of the time
and place of the annual meeting by mail at least 30 days in advance.
Section 2: Other Membership Meetings
The Chairperson or a majority of the members of the Board of Directors may
call for a special meeting of the membership to make presentations or bring
any question to the general membership to be decided by vote. Notices of
such special meetings must be made to all members by mail at least 15 days
in advance, stating the reason the meeting has been called and who has
called it.
ARTICLE V
The Board
Section 1: Mandate
The activities, property and affairs of this organization shall be managed
by the Corporation’s Board of Directors, which may exercise all such powers
as permitted or required by law.
Section 2: Composition
Part A: This organization shall be governed by a Board of Directors of a
minimum of seven and a maximum of eleven.
Part B: Directors shall serve staggered terms of two years and shall serve
no more than three consecutive terms or six years.
Part B: As least half of the Directors shall be designated Local
Representatives and reside within Dickenson, Russell, and Wise counties.
Part C: At least one Director shall represent agencies, other organizations,
and/or businesses active in the area.
Part D: At least one Director shall serve as an at-large representative of
other constituent groups not represented by other Directors.
Part E: The Board of Directors may choose to appoint up to two non-voting
“Ex Officio” members to represent parties or organizations relevant to the
mission of the Corporation.
Part F: No two close relatives may serve on the Board of Directors
concurrently. A close relative shall be defined as a spouse, child (natural
or adoptive), parent and step-parent, in-laws, grandchild, grandparent,
brother or sister. In the case that a close relative of a current Director
is nominated and said Director's term is not ending or is also on the
ballot, the close relative's name shall be withdrawn from the ballot. If two
close relatives have been nominated, the Secretary shall attempt to contact
each relative to notify the close relatives that one name must be withdrawn
from the ballot. If neither close relative elects to withdraw themselves
from the ballot, the nomination received last shall be withdrawn.
Section 2: Elections
Part A: The Board of Directors shall select a nominating committee of at
least three people to propose candidates for Local Representatives on the
Board of Directors. Nomination shall also be accepted from the membership in
writing at least 15 days in advance of the election.
Part B: Local Representatives shall be voted on by ballot at the annual
membership meeting and shall assume their voting privileges at Board
meetings in the new calendar year.
Part C: Other Directors shall be selected by a majority vote of the Local
Representatives. Vacancies for these Directors shall be filled, when
possible, within one month of the annual membership meeting.
Part D: Vacancies among the Local Representatives that reduce the number of
Local Representatives below the minimum number shall be filled by
appointment by a majority vote of the Board once a qualified replacement has
been found. If the remaining number of Local Representatives is above the
minimum number, the Board may elect to appoint a replacement to complete the
term or fill the vacancy during the next election.
Part E: At the first Board of Directors meeting of the calendar year, the
new Board will assume its duties and set the schedule of the year’s
meetings. Once the regular meeting times are established, the Board shall
notify the membership. Any changes to the regular meeting times during the
administrative year will also be made available to the membership and any
other interested parties.
Section 3: Duties and Powers
Part A: The duties of the Board shall be to direct and administer the
business and policies of the Corporation and shall include but not be
limited to electing a Chair, Vice Chair, Secretary and Treasurer,
appointment of committee members, and assigning responsibilities and
providing guidance thereto.
Part B: The Board is the governing body of the Corporation, and shall have
final decision-making power in regard to projects undertaken under the
auspices of the Corporation and endorsement of activities except in matters
put before the membership under Article IV.
Part C: The Board of Directors shall confer with the members and shall
formulate and establish the policies and positions of the Corporation.
Part D: The act of the majority of those Directors present shall constitute
the act of the Corporation, expect as otherwise required by law, by the
Articles of Incorporation or the Bylaws.
Part E: All checks written on the Corporation or funds otherwise withdrawn
shall require the signature of at least two Directors appointed to this
function by a majority vote of the Board of Directors.
Section 4: Meetings
Part A: Meeting of the Board of Directors shall be held at least quarterly
and are open to all members, except during discussion of personnel matters.
Part B: Notices of meetings of the Board of Directors shall be provided to
all Directors at the prior meeting or by telephone or in writing via first
class mail if they cannot be reached at least ten days in advance of said
meetings.
Part C: A quorum, consisting of a majority of the Board members, is required
to conduct business.
Part D: The order of business shall be determined by the Chair, or Vice
Chair in the absence of the Chair, for Board Meetings and shall include
reading of previous meeting minutes, committee reports, unfinished business,
new business, issues raised by board members and adjournment.
Part E: Decisions shall be made by consensus whenever possible.
Part G: Proxies shall not be permitted.
Section 5: Resignation
Any Director who desires to resign shall notify the Chair in writing. Upon
receipt of the resignation, the Board will take any steps necessary to
ensure the position is filled per Section 2.
Section 5: Removal
Any Director may be removed from his or her position on the Board for cause
by a vote of two-thirds of the other Directors. Upon the removal of any
board member, the Board will take any steps necessary to ensure the position
is filled per Section 2.
Section 6: Compensation
No Director shall receive any salary or compensation. However, a Director
may receive reimbursement for expenses incurred for a Corporation activity,
and may receive compensation for duties other than as a Director or Officer.
ARTICLE VI
Officers
Section 1: Terms
The term of office for all officers of the Corporation shall be two years.
Section 2: Term Limits
No member of the Board of Directors shall hold more than two offices or
standing committee chairs at a time or serve more than two consecutive terms
or four years in the same office or standing committee chair.
Section 3: Executive Committee
The following officers shall serve on the Board as elected by the
Corporation members present at the annual election meeting: Chair, Vice
Chair, Secretary and Treasurer.
Section 4: Duties of the Chair
Part A: Preside over meetings of the Board and community.
Part B: Ensure that the annual report of the Corporation's activities,
finances, and planning is distributed to the Membership prior to the annual
meeting. The Chair or his designee shall summarize this report during the
meeting.
Section 5: Duties of the Vice Chair
Part A: To exercise the duties of the Chair in his absence.
Part B: Oversee committee appointments as are deemed necessary by the Board
Part C: Ensure that all committees are performing their duties as provided
in these Bylaws
Section 6: Duties of the Secretary
Part A: Record meeting minutes and distribute to the Board for review
Part B: Prepare correspondence and meeting notices for membership, Board,
and community meetings
Part C: Maintain a roster of the Membership.
Part D: Maintain records of the Corporation including publicity and notices
of events.
Section 7: Duties of the Treasurer
Part A: Maintain checking accounts, petty cash accounts, receivables and
payables.
Part B: Prepare financial reports.
Part C: Open mail.
Part D: Prepare and file quarterly sales tax to the Virginia Department of
Taxation.
Part E: Preparation of the annual budget.
Part F: Submit annual financial records to independent auditor annually.
Part G: Collect and deposit all funds generated by the Corporation’s
activities.
ARTICLE VII
Committees
Section 1: Standing Committees
It shall be the responsibility of the Board to nominate and appoint from the
Directors a Chair for each of the following standing committees:
1. Building and Maintenance Committee
The Building and Maintenance Committee shall oversee the maintenance for the
Coal and Railroad Museum. They will also be responsible for landscaping and
supervising any volunteer contractors. They shall meet monthly, or as
necessary.
2. Funding Committee
The Funding Committee shall recommend sources of funding and solicit any
assistance necessary to raise project funds. The funding committee shall
also work to obtain grant writing assistance and coordination, if needed, to
apply for project funds. They shall meet monthly, or as necessary.
3. Museum Committee
The Museum Committee shall be responsible for exhibits and events in and
pertaining to the Dante Coal and Railroad Museum. They shall meet monthly,
or as necessary.
4. Natural Resource Committee
The Natural Resource Committee shall be responsible for projects and funding
related to litter, water quality monitoring projects, or any other natural
resource project sponsored by the Corporation. They shall meet monthly, or
as necessary.
5. Festival Committee
The Festival Committee shall be responsible for the planning of the annual
Dante Festival. They shall meet monthly, or as necessary.
6. Public Outreach and Education Committee
The Public Outreach and Education Committee shall be responsible for
advertising any event sponsored by the Corporation. They shall meet as
necessary.
7. Personnel Committee
The Personnel Committee shall oversee the personnel management of the
Corporation. The chair of the Board will serve as chair of the Personnel
Committee. They will provide guidance and supervision on matters pertaining
to Corporation personnel and staff.
Section 2: Reporting
The committees will report progress and issues to the Board before each of
their monthly meetings, or as needed. The Board will summarize the work of
the committees to the Corporation.
Section 3: Ad Hoc Committees
The Chair of the Board shall recommend the creation of “ad hoc” committees
for specific purposes to the Board for approval as necessary.
Section 4: Hiatus and Dissolution
The Chair or Vice Chair of the Board shall recommend placing standing
committees on hiatus if they are inactive, subject to the Board's approval.
Upon the recommendation of the Chair or Vice Chair, the Board may vote to
dissolve “ad hoc” committees if their purpose has been fulfilled or they are
no longer necessary.
ARTICLE VIII
Corporate Policies
The Board of Directors shall set and maintain written policies of the
Corporation, which shall be available for inspection upon request from any
interested party. Such policies shall include, but not be limited to:
1. Purchasing Policy
2. Conflict of Interest Policy
3. Lobbying Policy
4. Financial Control Policy
5. Personnel Policy
ARTICLE IX
Parliamentary Authority
The rules contained in the current edition of Robert’s Rules of Order shall
be the parliamentary authority at all meetings. All documents and minutes of
business associated with the Corporation, and Board are open to public
review.
ARTICLE X
Amendment of Bylaws
These bylaws shall be adopted or amended by a majority of the Directors
present at a duly constituted meeting of the Board of Directors of the
Corporation. Copies of the proposed amendments shall be mailed to each
Director at least fifteen days and not more than thirty days prior to the
notice date of the proposed adoption of same by first class mail, postage
pre-paid.
ARTICLE XI
Dissolution
Upon the dissolution of the Corporation and the winding up of its affairs,
the assets of the Corporation shall be distributed to one or more entities
organized and operated exclusively for charitable purposes. |
