- BYLAWS OF THE VIRGINIA CONSERVATION ASSOCIATION
Section A. Name
The name of the corporation shall be the Virginia Conservation Association (hereinafter the
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)
Section C. Fiscal Year
The fiscal year of the VCA shall be from August 1 through July 31 of the following year.
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, or in private practice, or professing an interest in the conservation and
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 1954. 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 regularly scheduled meetings and special programming the VCA will
provide a presentation on matters of concern to conservators. 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 May.
5. To promote the on-going training of conservators and practitioners in the conservation
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 VCA, 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 North America, and at the
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 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) nonstudent 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, membership should be discontinued.
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 VCA 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 the membership.
3. Expenditures from the bank account shall require the signature of the Treasurer and/or
the President of the VCA. 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., 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
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. The annual membership dues shall be proposed by the BD 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
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.
Section A. Meetings and Notification
1. As possible, membership meetings will take place bi-monthly in September, November,
January, March, and May during the third week of the month. Meetings of the Board of
Directors will take place, as possible, in August, October, December, February, and April.
Meetings may be virtual. Virtual meetings are preferable for the Board of Directors meetings
to limit the need for travel and increase attendance.
2. Special meetings, symposia, or seminars may also be held at less frequent intervals.
3. Every effort will be made to announce meetings, whether of a regular or special nature,
three weeks in advance together with relevant program, agendas, or voting materials.
4. A portion of each regular meeting will be devoted to VCA business matters, if needed.
5. In May, there will be the election of officers to the BD. At this time, reports of the officers
will be presented as well as those of the chairpersons of the standing committees.
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, a Vice President, Secretary, Treasurer, and Chairpersons of Standing
Committees, i.e., Web Manager, Membership, Programs, Education, Outreach, and
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 five members of the BD shall be from a single institution.
4. To the extent possible the BD 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 VCA 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.
2. Vice President – two years for the first term; two years subsequent terms. Responsible
for assisting the President, presiding in their absence in the chairing of meetings and the
conducting of the business of the VCA 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 VCA
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 ANominating 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 BD, retain records and files
pertaining to all the communication activities of the VCA 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 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.
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. This person will send emails to membership on behalf of the BD and
members. Supplementary members, including an elected Co-Chair, may be added to this
6. Chairperson, Program Committee – two years first term; subsequent terms two years.
The Chairperson will be responsible for preparing draft programs for meetings. The final
decision as to speakers, program format, and special expenses (if applicable) will be
determined by the BD. The Program Committee will organize lectures, seminars, and
informational materials 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
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 VCA 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.
The chairperson will be responsible for producing a newsletter containing meeting notices,
informational materials and other information pertaining to the VCA 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 VCA 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 BD 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 work with a hired third party to maintain the
VCA Web site. The Web site will contain information pertaining to the VCA 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.
11. Chairperson, Outreach Committee- two years, subsequent terms two years. The
chairperson will be responsible for developing and implementing outreach activities with
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 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 question. 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 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
their office by 2/3 majority vote of a special ballot distributed to 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
6. The BD shall stagger officer turnover such that no more than two thirds of the total BD
changes in any given cycle.
Section A. Selection of the Nominating Committee
1. The Vice President will chair the Nominating Committee. They will facilitate the needs of
the Board with the committee.
2. Two members shall be nominated and elected approximately four months before May,
when elections usually 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 VCA Board is permitted to appoint two 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 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 sent to members and
institutional members alike. 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 newsletter.
5. The newly elected officers will assume their responsibility at the close of business at the
final meeting of each fiscal year, which ends July 31.
6. If a member of the BD resigns prior to the completion of the term of office, a replacement
shall be nominated at the first appropriate membership meeting by vote.
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 three weeks in advance to the VCA
Section B. Amendments to the Articles of Incorporation or other legal entity determined by
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
- BYLAWS OF THE VIRGINIA CONSERVATION ASSOCIATION