ARTICLE I

Section A. Name
The name of the corporation shall be the Virginia Conservation Association (hereinafter the VCA).

Section B. Principal Office
The principal office with its administrative and records functions shall be located in the Commonwealth of Virginia, at such place as the Board of Directors (hereinafter the BD) shall designate.

Section C. Fiscal Year
The fiscal year of the VCA shall be from August 1 through July 31 of the following year. The program year maintains the same schedule.

ARTICLE II

 Section A. Purposes and Objectives

1. The VCA shall be organized as an association of conservators and interested persons working in museums, galleries, archives, libraries, artistic or historic institutions, universities, in private practice, or those professing an interest in the conservation and preservation field.

2. The VCA will be organized and operate exclusively for educational, scientific, literary, or charitable purposes so as to qualify it for tax-exempt status under Section 501 C3 of the Internal Revenue Code of The VCA shall only conduct activities which are permitted to be conducted by a corporation exempt from federal income tax pursuant to Section 501(a) of the Internal Revenue Code as an organization described in section 509(a)(1),(2), or (3) of the Code (as the case may be), and /or by a corporation, contributions to which are deductible under sections 170 (c)(2), 205(a)(2) or 2522 (a) (2) of the Code.

3. By means of meetings and special programming, the VCA will address matters of concern to The VCA will foster professional contacts and relations among its members.

4. The VCA shall publish a newsletter to include VCA news for the membership, information on upcoming meetings, programs, and events, notes or summaries of previous meetings, and information on conservation, research, and technical matters relevant to the membership. As possible, the newsletter will be sent to membership the first week of September, November, January, March, and

5. As resources and expertise allow, the VCA will promote the on-going training of conservators and practitioners in the conservation field.

6. To VCA shall disseminate information on conservation and related concerns to interested colleagues, museum professionals in allied fields, and to the general

ARTICLE III 

Section A. Membership

1. All persons who support the objectives of the VCA and are directly or indirectly in the conservation field are eligible for

2. Membership will also be open to non-Virginia

3. There shall be two classes of membership with each having equal voting (1) non- student members and (2) student members.

4. The BD will determine whether, as a result of unprofessional activities which are contrary to the purposes and objectives of the VCA and contrary to the Code of Ethics of the American Institute for Conservation, membership should be

5. Guests attending meetings and symposia may be required to pay an attendance fee as determined by the BD.

Section B. Finances

1. The finances for the VCA shall be derived from dues and guest fees, donations, grants, and other sources, and shall be deposited by the Treasurer in a bank account in the name of the Such deposits will be the basis for the budget of the VCA.

2. The budget, as proposed by the BD, will be presented by the Treasurer in May for ratification by majority vote of

3. Expenditures from the bank account shall require the signature of the Treasurer and/or the President of the The Treasurer shall retain and keep up-to-date financial records during the term of office.

4. The bank account, in accordance with budgetary allotments, will pay for meeting costs, g., virtual meeting platform fees, refreshments, website maintenance, telephone calls and other related expenses. Honoraria may be paid to guest speakers subject to decision by the BD.

Section C. Auditing Finances

1. The financial accounts of the VCA shall be submitted to a certified public accountant if the gross receipts exceed $20,000.00 or on an as needed basis which will be determined by the Board of Directors (BD). The accountant will prepare, if applicable, the necessary documentation to the state and federal tax offices.

2. The Treasurer will present the Financial Statement for the fiscal year to membership in

Section D. Annual Dues (See also Article III – Membership)

1. Changes to annual membership dues shall be proposed by the BD and ratified by a majority vote of the Vote will take place either in person or by virtual ballot.

2. The assessed dues shall be payable by the first meeting of each program

3. All members shall be current in their payment of annual or special assessment of Default in payment after 60 days may result in dismissal from membership.

4. New or returning members who join the VCA between April 1 and July 31 will be given membership that will expire at the beginning of the following program year, August

5. Dues shall be waived for volunteers serving on the Board of the Committee.

ARTICLE IV 

Section A. Meetings and Notification

1. The BD will organize two meetings per program year, there will be one speaker meeting and one social The program year shall be the same as the fiscal year and runs from August 1 through July 31 of the following year.

2. Field trips, conferences, seminars, workshops, outreach activities, as well as additional meetings and social gatherings may also be held.

3. Every effort will be made to announce meetings, whether of a regular or special nature, three weeks in advance together with relevant programming, agendas, or voting materials.

4. A portion of each regular meeting will be devoted to VCA business matters, if

5. Meetings of the BD will take place at the start of the program year, before each meeting, prior to elections and budget ratification in May, and with additional meetings as Virtual meetings are preferable for the BD meetings to limit the need for travel and increase attendance

6. In May, there will be the election of officers to the At this time, reports of the officers will be presented as well as those of the chairpersons of the standing committees.

ARTICLE V 

Section A. Board of Directors – Composition

1. The business and program activities of the VCA shall be managed by its elected officers constituting the Board of Directors (BD). The BD shall exercise all the powers of the VCA and perform all business in a lawful and professional manner. The BD shall consist of a President, Secretary, Treasurer, and Chairpersons of Standing Committees, e., Membership Programs, and Publications.

2. The duties of the officers of the BD will be to assist and advise the President in administering the business and programs of the VCA.

3. No more than three members of the BD shall be from a single

4. To the extent possible the BD officers should reflect the diversity of the conservation field disciplines, varying experience levels, and achieve a balance between institutional and private practitioners.

Section B. Board of Directors – Term of Office and Duties

1. President – two years for first term; two years for subsequent terms; remains advisor for one year after completion of term(s). The incumbent is responsible for overseeing and directing the business and program affairs of the This person will delegate responsibilities to the officers, standing committee chairpersons, and appoint new committees. Additionally, the President will have the authority to convene an Ad Hoc Disaster Response Team as needed by a state of emergency. The President will be the contact for the Disaster Response Team, and the team will act as liaison between VCA members and museums, institutions, and collectors to provide information and/or assistance in case of emergency. Additionally, this person will be responsible for preparing the interim format of the by-laws and any final form as approved by the membership. This person will study legal and financial matters impacting the by-laws and provide reports for consideration. The President will work with a hired third party and the Publications Chair to ensure the VCA website is maintained.

2. Secretary – one year for first term; subsequent terms two The incumbent of this position will take minutes of meetings, including those of the BD, retain records and files pertaining to all the communication activities of the VCA. This person will also be responsible for collecting and delivering official VCA materials at the end of the program year to the Virginia Museum of History and Culture.

3. Treasurer – two years for first term; subsequent terms two The Treasurer will be responsible for sending out dues notices to the membership and to deposit such monies in a bank account in the name of the VCA. Other monies received as donations, or fees for special services will likewise be deposited. Expenses authorized by the President and BD will be paid out of this account. Checks will require the signature of either the Treasurer or the President. The Treasurer will prepare an annual financial statement for auditing by a designated certified public accountant and will submit a report in May. The Treasurer will prepare a budget for the upcoming program year for approval by the BD prior to a ratification vote by membership in May. The Treasurer is responsible for assisting the President, presiding in their absence in the chairing of meetings and the conducting of the business of the VCA.

4. Chairperson, Membership Committee – two years first term; subsequent terms two The Chairperson of this committee will receive applications for membership. This person will maintain updated membership lists and send these out from time to time to the membership. This person will send emails to membership on behalf of the BD and members, including meeting notices and informational materials not included in the newsletter. Also See Section VI. Section A- Nominating Committee.

5. Chairperson, Program Committee – two years first term; subsequent terms two The Chairperson will be responsible for organizing all programming and outreach efforts.. The final decision as to speakers, format, location, special expenses, and etcetera will be determined and approved by the BD. The Program Committee will organize programming in conformity with the objectives of the VCA – and at venues reasonably accessible to the members. Additional members to this committee may be taken on. Supplementary members, including an elected Co-Chair, may be added to this committee.

6. Chairperson, Publications Committee – two years first term; subsequent terms two The chairperson will be responsible for producing a newsletter containing meeting notices, informational materials and other information pertaining to the VCA. The Publications Chair, with input from the rest of the BD, will maintain the VCA’s social media presence to the extent the BD decides is appropriate. The Publications Chair will work with a hired third party and the President to ensure the VCA website is maintained.

Section C. Absence of Board Members – Alternates

1. A member of the BD may delegate another Board Member as an alternate to take on their functions during absence at a members’ meeting or other business meeting.

Section D. Election of Officers of the BD

1. The officers of the BD will be elected by the membership in May for the membership year in Elections will take place remotely by virtual ballot.

2. Any individual member in good standing is eligible for election to office whether on the slate of the Nominating Committee or Nomination is open to non-members with the caveat that the nominee will join the VCA prior to the election.

3. No member shall hold more than one office at a time nor serve more than two consecutive terms in office.

4. If an officer does not perform in a satisfactory manner that person may be relieved of their office by 2/3 majority vote of a special ballot distributed to

5. Should any committees with Co-Chairs be created, the election of the Chair and Co-Chair positions will be staggered, so that the completion of terms will not both occur in the same If either position needs to be filled prior to completion of a full term, the elected replacement would only serve through the end of the original unfinished term, to maintain the staggered election cycle.

6. The BD shall attempt to stagger officer turnover such that no more than two thirds of the total BD changes in any given cycle.

ARTICLE VI 

Section A. Selection of the Nominating Committee

1. The Membership Chair will also chair the Nominating Committee. They will facilitate the needs of the BD with the committee.

2. Additional members of the BD may be added to the Nominating The Nominating Committee Chair (Membership Chair) will work with the President to determine need and initiate election or appointment of additional members to the Committee as needed. While open nominations and election are the preferred means by which a Nominating Committee is to be formed, if this cannot be accomplished, the VCA Board is permitted to appoint additional members to the Nominating Committee.

Section B. Functions of the Nominating Committee

1. Nominations for officers to the BD will be solicited from the membership and received by the Nominating Committee in advance of the

2. Those put forward as nominees will be contacted directly for acceptance or refusal to stand for nomination to the respective offices.

3. A list of candidates shall be prepared for each position to be sent to members and institutional members Voting will take place by virtual ballot.

4. The election of the officers will be determined from the counting of the ballots, and will be announced in May, as well as in the

5. The newly elected officers will assume their responsibilities at the close of business at the final meeting of each program

6. If a member of the BD resigns prior to the completion of the term of office, a replacement shall be nominated and voted upon outside of the regular election cycle, but with the same

ARTICLE VII 

Section A. Amendment to the By-laws

These By-laws may be amended or repealed by a majority vote of the members, providing notice of such changes has been furnished in writing in advance to the VCA members.

Section B. Amendments to the Articles of Incorporation or other legal entity determined by the VCA

In the event that the VCA is determined to have a special legal, tax, or other status at the state (or federal) level, and specific changes are required, then the discussion, consideration, or approval of such changes will be made at a designated meeting or by virtual vote. Notice in writing three weeks in advance will be given prior to such a meeting or vote