BYLAWS OF THE VIRGINIA CONSERVATION ASSOCIATION

VCA BYLAWS

ARTICLE I

Section A. Name

The name of the corporation shall be the Virginia Conservation Association (hereinafter the V.C.A.)

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 B.D.) shall designate.

Section C. Fiscal Year

The fiscal year of the V.C.A. shall be from August 1 through July 31 of the following year.

ARTICLE II

Section A. Purposes and Objectives

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

2. The V.C.A. 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 1954. The V.C.A. 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 regularly scheduled meetings and special symposia the V.C.A. will provide a presentation on problems and matters of concern to conservators. The V.C.A. will foster professional contacts and relations among its members.

 4. The V.C.A. shall publish a newsletter to include notes from meetings, lecture outlines, or summaries, and information on conservation, research, and technical matters relevant to the membership.

5. To promote the on-going training of conservators and practitioners in the conservation field.

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

7. To compile and keep current lists of persons in the Commonwealth or elsewhere who may be interested in membership of the V.C.A., or who may wish to support its purposes and objectives immaterial or other ways.

8. Promote official contacts with the American Institute of Conservation of Historic and Artistic Works (AIC), other regional conservation associations in the U.S.A., and at the international level, with the International Institute for Conservation

Section A. Membership

ARTICLE III

1. All persons who support the objectives of the V.C.A. and are directly or indirectly in the conservation field are eligible for membership.

2. Membership will also be open to non-Virginia residents.

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

4. The B.D. will determine whether, as a result of unprofessional activities which are contrary to the purposes and objectives of the V.C.A., membership should be discontinued.

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

Section B. Finances

1. The finances for the V.C.A. 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 V.C.A. Such deposits will be the basis for the budget of the V.C.A. 

2. The budget, as proposed by the B.D., will be presented by the Treasurer at the annual meeting in May for ratification by majority vote of the membership.

3. Expenditures from the bank account shall require the signature of the Treasurer and/or the President of the V.C.A. 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, e.g., postage, printing, duplicating supplies, refreshments, telephone calls and other related expenses. Under exceptional circumstances, honoraria will be paid guest speakers subject to decision by the B.D.

Section C. Auditing Finances

1. The financial accounts of the V.C.A. 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 (B.D.). 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 at an annual meeting in May of the V.C.A.

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

1. The annual membership dues shall be proposed by the B.D. and ratified by a majority vote of the membership.

2. The assessed dues shall be payable by the first meeting in September of each fiscal year. A five-dollar late fee may be assessed after that date for renewing members.

3. The timely payment of dues by a member or institute constitutes membership in good standing.

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

5. New or returning members who join the VCA between April 1 and July 1 will be given membership that will expire at the first meeting in September of the following year. 

ARTICLE IV

Section A. Meetings and Notification

1. The meetings will take place bi-monthly in September, November, January, March and May unless postponement is required.

2. Meetings of the members shall be held at such places as designated by the B.D. not less than four times per annum.

3. Special meetings or symposia or seminars may also be held at less frequent intervals.

4. Announcement of meetings whether of a regular or special nature, will be delivered three weeks in advance together with relevant program, agendas, or voting materials.

5. A portion of each regular meeting will be devoted to V.C.A. business matters, if needed.

6. At the annual meeting in May of the V.C.A., there will be the election of officers to the B.D. At this meeting, 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 V.C.A. shall be managed by its elected officers constituting the Board of Directors (B.D.). The B.D. shall exercise all the powers of the V.C.A. and perform all business in a lawful and professional manner. The B.D. shall consist of a President, a Vice President, Secretary, Treasurer, and Chairpersons of Standing Committees, i.e., By-laws, Membership, Program, and Refreshment.

2. The duties of the officers of the B.D. will be to assist and advise the President in administering the business and programs of the V.C.A.

3. No more than five members of the B.D. shall be from a single institution.

4. To the extent possible the B.D. officers should reflect the diversity of the conservation field disciplines 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 V.C.A. 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 V.C.A. members and museums, institutions, and collectors to provide information and/or assistance in case of emergency.

2. Vice President – two years for the first term; two years subsequent terms. Responsible for assisting the President, presiding in his/her absence in the chairing of meetings and the conducting of the business of the V.C.A. This person will work closely with the Program Committee Chairpersons on the organization of the programmatic content of scheduled meetings. This person will also be responsible for collecting and delivering official V.C.A. materials once a year to the Virginia Museum of History and Culture. 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. Also See Section VI. Section A- Nominating Committee

3. Secretary – one year for first term; two years subsequent terms. The incumbent of this position will take minutes of meetings including those of the B.D., retain records and files pertaining to all the communication activities of the V.C.A. This person will prepare and send out meeting notices and informational materials not included in the newsletter.

4. Treasurer – two years for first term; two years subsequent terms. 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 V.C.A. Other monies received as donations, or fees for special services will likewise be deposited. Expenses authorized by the President and B.D. 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 at an annual meeting in May.

5. Chairperson, Membership Committee – two years first term; subsequent terms two years. 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. Supplementary members, including an elected Co-Chair, may be added to this committee.

6. Chairperson, Program Committee – two years first term; subsequent terms two years. The Chairperson will be responsible for preparing draft programs for the periodic meetings and also for the annual meeting in May. The final decision as to speakers, program format, and special expenses (if applicable) will be determined by the B.D. The Program Committee will organize lectures, seminars, and informational materials in conformity with the objectives of the V.C.A. – 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.

7. Chairperson, Refreshments Committee – two years first term; subsequent terms two years. The Chairperson will be responsible for organizing the necessary refreshments to be available before (or after) the meetings. The cost for such refreshments will be paid out of the V.C.A. account. Normally this chairperson will be a resident in the city where such meetings are held. Supplementary members, including an elected Co-Chair, may be added to this committee.

8. Chairperson, Publications Committee – two years first term; subsequent terms two years unless membership votes to extend the term of office. The chairperson will be responsible for producing a newsletter containing meeting notices, informational materials and other information pertaining to the V.C.A. Supplementary members, including an elected Co-Chair, may be added to this committee.

9. Chairperson, Educational Programs – two years first term; subsequent terms two years. The chairperson will be responsible for researching and developing education programs for attendance by the V.C.A. members and other applicants. Supplementary members, including an elected Co-Chair, may be added to this committee.

10. Chairperson, Webmaster Committee – Due to specialized skill required, this position is not required to be filled through nomination; the B.D. may vote to instate a Chairperson with majority vote. Any change to Chairperson status will be shared with the membership. There is no specified term limit. The Chairperson will maintain the V.C.A. Web site. The Web site will contain information pertaining to the V.C.A. and educational information pertinent to the field. The Chairperson may submit for consideration, any further development and implementation of such changes as would benefit the organization by means of its Web site. Supplementary members, including an elected Co-Chair, may be added to this committee.

11. Chairperson, Outreach Committee- two years, subsequent terms two years. The chairperson will be responsible for developing and implementing outreach activities to current or potential partner organizations and institutions, as well as fostering relationships with current and potential partner organizations and institutions. Supplementary members, including an elected Co-Chair, may be added to this committee.

Section C. Absence of Board Members – Alternates

A member of the B.D. may delegate another Board Member as an alternate to take on his/her functions during absence at a members’ meeting or other business meeting.

Section D. Election of Officers of the B.D.

1. The officers of the B.D. will be elected at the last regularly scheduled meeting at the V.C.A. for the membership year in question. 

2. Any individual member in good standing is eligible for election to office whether on the slate of the Nominating Committee or not.

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 his/her office by 2/3 majority vote of a specially convened meeting of the members.

5. Committees with Co-Chairs shall stagger the election of the Chair and Co-Chair positions, so that the completion of terms will not both occur in the same year. If either of these positions needs to be filled prior to completion of a full term, the elected replacement would only serve through conclusion of the original unfinished term, to maintain the staggered election cycle.

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

ARTICLE VI

Section A. Selection of the Nominating Committee

1. The Vice President will chair the Nominating Committee. He/she will facilitate the needs of the Board with the committee.

2. Two members shall be nominated and elected from the floor in January or two meetings before the annual meeting in May at which elections are to take place. While open nominations and election are the preferred means by which a Nominating Committee is to be formed, if this cannot be accomplished, the V.C.A. Board is permitted to appoint two members to the Nominating Committee.

Section B. Functions of the Nominating Committee

1. Nominations for officers to the B.D. will be solicited from the membership from the floor in addition to written solicitation and received by the Nominating Committee not less than 30 days prior to the vote.

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 mailed to members and institutional members alike. Proxy forms will also be available at this time for persons not able to attend the meeting.

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

5. The newly elected officers will assume their responsibility at the close of business at the final meeting of each fiscal year.

6. If a member of the B.D. resigns prior to the completion of the term of office, a replacement shall be nominated at the first appropriate membership meeting by vote.

ARTICLE VII

Section A. Amendment to the By-laws

These by-laws may be amended or repealed by a majority vote of the members (including absentee postal ballots) at a designated meeting, providing the notice of such changes has been furnished in writing three weeks in advance to the V.C.A. members.

Section B. Amendments to the Articles of Incorporation or other legal entity determined by the V.C.A.

In the event that the V.C.A. 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 or such changes will be made at a designated meeting. Notice in writing three weeks in advance be given prior to such a meeting. Again absentee postal ballots will be included in the vote.