Virginia Beach Vision By-Laws
AMENDED AND RESTATED
BYLAWS
OF
VIRGINIA BEACH VISION, INC.
ARTICLE I
Purpose
The affairs and activities of VIRGINIA BEACH VISION, INC., a Virginia nonstock corporation (the “Corporation”), shall be carried out at all times for the purposes and in accordance with the terms set forth in its Articles of Incorporation and these Bylaws, and in conformity with all applicable provisions of the Internal Revenue Code of 1986, as amended, (the “Code”), affecting non-profit organizations qualified under Section 501 (c.)(6) of the Code.
ARTICLE II
Members
The Corporation shall have no members.
ARTICLE III
The Board of Directors
Section 1. Pursuant to the Articles of Incorporation of the Corporation, the control and governance of its affairs are vested in a Board of Directors (the “Board”), the members of which (the “Directors”) are elected in the manner provided in Section 2 of this Article III.
Section 2. The Board shall consist of not more than one hundred and twenty (120), nor less than twelve (12) members. The minimum and maximum number of Directors may be increased or decreased by amendment of the Bylaws. Directors shall be elected by majority vote of the Executive Committee. (See ARTICLE VI, Section 2.)
Section 3. The failure for a period of ninety (90) days of a Director to pay annual dues set by the Board, which shall initially be One Thousand Dollars ($1,000) per annum, except that effective January 1, 2003 such dues will be increased annually by the annual increase in the Consumer Price Index subject to the determination by the Executive Committee, shall be construed as a resignation except for reasons accepted by the Executive Committee, in its sole discretion, as sufficient, and the Executive Committee may, at any subsequent meeting accept the resignation and elect a successor.
Section 4. To qualify as a Director, a person must be a resident of the United States of America over the age of majority, *and must be a resident of the City of Virginia Beach, Virginia, or have a direct business interest in a business enterprise that operates in the City of Virginia Beach, Virginia. No individual, while serving in elective public office, may serve as a Director. No Director, except one who is serving as Executive Director, may receive a salary from the corporation for his or her services as a Director. A Director may be compensated by the corporation for his or her services to it in a capacity other than as a Director and may be reimbursed by the corporation for his or her travel, out-of-pocket and other expenses incurred in serving as a Director.
Section 5. Any vacancy occurring in the Board by death, resignation or otherwise, shall be filled or not in the discretion of the Executive Committee.
Section 6. One-fourth (to the lower whole number) of the Directors entitled to vote shall constitute a quorum for the transaction of business; provided, however, that a quorum shall never be less than ten (10) Directors. A two-thirds majority of such quorum present at the time and place of any meeting of the Board shall be sufficient to act upon any proposition that may come before the Board.
Section 7. In addition to the general powers conferred upon them by the Code of Virginia, the Articles of Incorporation, and these Bylaws, the Directors shall have the power to: (a) elect or appoint annually at the annual meeting of the Board, a President, a Vice President, and a Secretary/Executive Director, (collectively, the “Executive Officers”); (b) sell, mortgage, lease, or otherwise use and dispose of the property of the Corporation in such a manner as the Board shall deem most conducive to the prosperity or in the best interests of the Corporation; (c) hire, terminate and fix the compensation and benefits of the Executive Director; (d) approve an annual budget for the Corporation; (e) determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts, or other orders for payment of money, to sign acceptances, notes or other evidences of indebtedness; to enter into contracts; or to execute and deliver other documents and instruments.
ARTICLE IV
Meetings, Conflicts of Interest and Fiscal Year
Section 1. The Board shall hold at least six (6) regular meetings at the convenience of the Board, and shall hold special meetings on the call of (i) the President, (ii) in the event of the President’s absence or inability to act, the Vice President, or (iii) any three (3) Directors. Except when otherwise directed by the President, all regular meetings shall be held in Virginia Beach. Special meetings shall be held at the time and place specified in the notice.
Section 2. The annual meeting of the Board shall normally be held in December of each year at such a time and place as shall be fixed by the Executive Officers. The Executive Officers shall normally be elected at the annual meeting.
Section 3. The Secretary shall send by U.S. mail, facsimile or electronic mail all notices of all regular and special meetings to each Director not less than five (5) days, before the date thereof.
Section 4. Every Director shall disclose to the Board any relationship which he or she or a member of his or her immediate family may have with any person, corporation or other entity with whom the Corporation proposes to enter into any contract or other transaction which will or may result in financial gain or advantage to such Director by reason of such relationship. If a Director shall fail to make this disclosure before the Corporation enters into any such contract or transaction, the Board may request and, if requested, shall receive his or her resignation as a Director.
Section 5. The fiscal year of the Corporation shall begin on January 1 and end on December 31 of the same calendar year.
ARTICLE V
Officers
Section 1. The Executive Officers of the Corporation shall consist of a President, a Vice President, and a Secretary/Executive Director, all of whom shall be on the Board. The Executive Officers shall be elected annually by the Board for respective terms of one (1) year and, unless sooner removed, shall serve until their successors are duly elected and qualified. No person shall hold the office of President for more than two (2) consecutive years without a break in his or her service in such office of at least one (1) year.
The President, in consultation with the other Executive Officers, shall appoint a Treasurer and Chairs of the various Task Forces established by the Executive Officers from time to time to examine issues on behalf of the Corporation. The Treasurer shall serve for a two (2) year term and, unless sooner removed, shall serve until a successor is duly appointed. No person shall hold the office of Treasurer for more than four (4) consecutive years without a break in his or her service in such office of at least two (2) years. Task Force Chairs shall be appointed by the President annually and as the need arises and serve at the discretion of the President for so long as their Task Force is actively engaged on its issues. Task Force Chairs will be reviewed annually by the President (in consultation with the Executive Officers) with a presumption that each Task Force Chair will serve no more than four (4) consecutive years. The same person, except for the office of President, may hold any two (2) or more offices. The Board may appoint (or authorize the President to appoint) for annual terms (subject to restriction set forth above), and define the duties of any other officers or assistant officers, as it may deem necessary. The Board (or the President if the officer or agent is appointed thereby) may remove any officer or agent, with or without cause, at any time when, in its absolute discretion, it shall consider that the best interests of the Corporation would be served thereby. Any officer or agent may resign at any time. Appointment of an officer or agent shall not create any contract rights. A vacancy in any office shall be filled for the unexpired term in the same manner prescribed herein for the election to the office. All vacancies in any office shall be filled promptly.
Section 2. The President shall preside at all meetings of the Board. The President shall have general supervision of the business and affairs of the Corporation, shall sign or countersign contracts and other instruments of the Corporation that may require his or her signature, shall make reports to the Board and shall perform such other duties as are incident to the office or are properly required of him or her by the Board. The Vice President shall have the power and authority of the President in his or her absence or disability. The Vice President shall perform such additional duties and have other powers as the Board may from time to time prescribe.
Section 3. The Secretary shall issue notices of all meetings of the Board and the Executive Committee, shall keep their minutes, act as custodian of the Corporation’s records and seal, sign with the President such instruments as require such a signature, and make such reports and perform such other duties as are incident to this office, or are properly required of him or her by the Board.
Section 4. The Treasurer shall have general supervision of the method of handling and custody of the moneys and securities of the Corporation, shall supervise the maintenance of financial records and books, shall sign or countersign such instruments as require his or her signature, and shall make such reports and perform such other duties as are incident to his or her office or are properly required of him or her by the Board. In selecting the Treasurer, there will be a preference for certified public accountants or other financial professionals as the primary focus of the Treasurer will be on the finances of the Corporation.
Section 5. The Board may appoint agents and employees who shall have such authority and perform such duties as may be prescribed by the Board. The Board may remove any agent or employee at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights.
Section 6. The Corporation may pay compensation in reasonable amounts to the Executive Director for services rendered such amount to be fixed by the Board. The Corporation may pay compensation in reasonable amounts to agents and employees for services rendered such amount to be fixed by the Board or, if the Board delegates power to any officer or officers, then by such officer or officers.
ARTICLE VI
Annual Accounting
The financial accounts of the Corporation shall be reviewed by the certified public accountant selected by the Board at the end of each fiscal year of the Corporation, and his or her reviewed report shall be submitted at the first meeting of the Executive Committee after completion thereof.
ARTICLE VII
Committees
Section 1. There shall be an Executive Committee. The Executive Committee shall be constituted of the Executive Officers, the Treasurer, the Task Force Chairs and three (3) at-large members appointed by the Board; provided, however, the Executive Committee shall at no time be composed of less than six (6) Directors. The three (3) at-large members of the Executive Committee shall be divided into three (3) classes. The initial term of the member constituting the first such class shall be one (1) year, the initial term of the member constituting the second class shall be two (2) years, and the initial term of the member constituting the third class shall be three (3) years. The subsequent terms of all members shall be three (3) years. Notwithstanding any other provision of this Section 1 or Section 1 of Article V above, members of the Executive Committee who are Executive Officers of the Corporation shall remain members of the Executive Committee for one (1) year after their term in office, and the Immediate Past President shall continue to serve as an Executive Officer for one (1) year after his or her term as President.
Section 2. The Executive Committee shall have and may exercise all of the authority of the Board in the management of the property, business and affairs of the Corporation; provided, however, that the Executive Committee shall not have the power to approve (i) an amendment to the Articles of Incorporation or Bylaws, (ii) a plan of merger or consolidation, (iii) a sale, lease, exchange, pledge, mortgage, or other disposition of all, or substantially all, of the property and assets of the Corporation otherwise than in the usual and regular course of business, (iv) the voluntary dissolution of the Corporation, (v) the revocation of voluntary dissolution proceedings. The Executive Committee shall not have the power to (i) take any action prohibited by express resolution of the Board, or (ii) to adopt, amend or repeal the Bylaws of the Corporation. Any action duly taken by the Executive Committee within the course and scope of its authority shall be binding on the Corporation. The Executive Committee shall report at the next regular or special meeting of the Board on any significant action that the Executive Committee may have taken on behalf of the Board since the last regular or special meeting of the Board. It shall meet on the call of the President, or whenever requested, by three (3) members of the Executive Committee.
A majority of the members of the Executive Committee shall constitute a quorum.
Minutes of all duly constituted meetings will be kept.
Section 3. The Executive Committee may create such special committees, and delegate to such committees such powers, as it may find desirable.
ARTICLE VIII
Executive Director
Section 1. Subject only to the authority of the Board, the Executive Director shall be the chief executive officer of the corporation as to all matters pertaining to its administrative programs and practices. He or she shall approve the payment of proper bills for the current expenditures of the corporation.
Section 2. The Executive Director shall be elected for such terms as may be agreed upon between the Board and himself or herself.
ARTICLE IX
Amendments
New Bylaws may be adopted or these Bylaws may be amended or repealed by a vote of a majority of the total membership of the Board, provided that no new Bylaw may be amended or repealed at the meeting at which such adoption, amendment or repeal is first proposed.
ARTICLE X
Indemnification and Limitation of Liability
Section 1. To the fullest extent that the Virginia Non-Stock Corporation Act (as it exists on the date hereof or as it may hereafter be amended) permits the limitation or elimination of the liability of Directors or Officers of the Corporation for breach of fiduciary duty, and provided that a Director or officer shall not have engaged in (i) any breach of his or her duty of loyalty to the Corporation, (ii) acts or omissions not in good faith or which involve willful misconduct or a knowing violation of law, or (iii) any transactions from which the Director or officer derived an improper or personal benefit, then such a Director or officer shall not be liable to the Corporation for monetary damages. Any amendment to or repeal of this Article X shall not adversely affect any right or protection of a Director of officer of the Corporation for, or with respect to, any acts or omissions of such Director or officer occurring prior to such amendment or repeal.
Section 2. To the fullest extent permitted and in the manner prescribe by the Virginia Non-Stock Corporation Act and any other applicable law, the Corporation shall indemnify, against all liability incurred in a proceeding (and advance reasonable expenses to) any Director or officer of the Corporation, who is, was, or is threatened to be made a party to any such threatened, pending, or completed action, suit, or proceeding (whether civil, criminal, administrative, arbitrative or investigative), including an action by or in the right of the Corporation, by reason of the fact that he or she is or was such a Director or officer or is or was serving at the request of the Corporation as a Director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. The Board is empowered, by majority vote of a quorum of disinterested trustees, to contract in advance to indemnify any Director or officer.
Section 3. The Board is empowered, by majority vote of a quorum of disinterested Directors, to cause the Corporation to indemnify (and advance reasonable expenses to) any person not specified in Section 2 of this Article who was or is a party to any proceeding by reason of the fact that he or she is or was an employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, employee benefit plan, or other enterprise, to the same extent as if such person were specified as one to whom indemnification is granted in Section 2 hereof.
Section 4. The Corporation may purchase and maintain insurance to indemnify it against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board may determine, on behalf of any person who is or was a trustee, officer, employee, or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his or her status as such, whether or not the Corporation would have power to indemnify him against such liability under the provision of this Article.
Section 5. The provisions of this Article X shall be applicable to all actions, claims, suits or proceedings commenced after the adoption hereof, whether arising from any action taken or failure to act before or after such adoption. No amendment, modification, or repeal of this Article shall diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue, or matter in any then pending or subsequent proceeding that is based in any material respect on modification, or repeal.
Section 6. Notwithstanding anything in these Bylaws to the contrary, in no case shall the Corporation indemnify, reimburse, or insure any person for any taxes imposed on such individual under chapter 42 of the Code. Further, if at any time the Corporation is deemed to be a private foundation within the meaning of Section 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing of taxable expenditure, as defined in Section 4941(d) or 4945(d), respectively, of the Code.
Section 7. Reference herein to Directors, officers, employees or agents, shall include former Directors, officers, employees and agents, and their respective heirs, executors and administrators.
I hereby certify that this is a true and correct copy of the Amended and Restated
Bylaws of Virginia Beach Vision, Inc. adopted by the Board of Directors on the 15th day of April, 2008.
VIRGINIA BEACH VISION, INC.,
a Virginia non-stock Corporation.
By: Martha S. McClees
Secretary