(Adopted July 10, 2009 and Amended September 11, 2009 and April 9, 2010 and April 18, 2016)
ARTICLE I – NAME AND OFFICE
- Name. The organization shall be called “Leadership Loudoun, Inc.” hereinafter referred to as the “Corporation.”
- Office. The office of the Corporation shall be located at such place or places within Loudoun County, Virginia as may be established from time to time by the Board. On April 18, 2016 when these By-Laws are amended, Leadership Loudoun has no physical office, but does have a postal box address in Leesburg.
ARTICLE II – DEFINITIONS
- Board. The Board of Directors of the Corporation.
- By-Laws. The By-Laws of the organization, including amendments, duly passed and authorized by the Board.
- Class Participant. An individual enrolled and in good standing in the Corporation’s Leadership Development Program.
- County. Loudoun County, Virginia.
- Director. A member of the Board
- Dues. An annual contribution to Leadership Loudoun Inc.paid by persons who are graduates of the Corporation’s leadership development program.
- Leadership Loudoun Organization. The Leadership Loudoun Organization is composed of a Board of Directors, an Executive Committee, Standing Committees, Members, Alumni, and Class Participants.
- Leadership Development Program. The program of training, activities and events approved by the Board which seeks to promote leadership among the Class Participants.
- Official Meeting. Any regular or special meeting of the Board at which a quorum is present.
- Quorum. A quorum for any meeting of the Board shall consist of one-half (1/2) of voting Board membership. Proxies are not permitted.
ARTICLE III – STATEMENT OF PURPOSE
- Purpose. The Corporation is established to develop and engage leaders to work together to serve the good of Loudoun County, Virginia.
- Not-for-Profit. The Corporation shall be a legally designated not-for-profit organization serving the public interest.
- Objectives. The objectives of the Corporation are:
- To provide substantive leadership development programs relevant to Loudoun County for current and emerging leaders from the business, residential, government, education and non-profit sectors.
- To support and develop activities that promote leadership and to provide leadership resources to meet Loudoun County’s economic, social, cultural, civic and community needs.
- To establish a permanent, dynamic network of Loudoun County’s current and future leaders.
- The Corporation shall utilize a variety of means and activities to pursue these objectives, including, without limitation, the following:
- To identify and recruit current and emerging leaders from the business, residential, government, education and non-profit sectors who reflect Loudoun County’s geographical and ethnic diversity;
- To develop more fully the leadership potential in the various Member groups and Class Participants;
- To acquaint various Member groups and Class Participants with some of the processes, history, programs, and challenges affecting our community in the areas of business, government, economics, cultural activities, and civic needs;
- To facilitate the development of new approaches to solving community problems;
- To create a sense of unity and commitment among the various Member groups and Class Participants of the Corporation;
- To provide recognition for leaders in Loudoun County.
ARTICLE IV – CONSTITUENCY
- Constituency. Leadership Loudoun recognizes the following categories of individuals or entities which comprise its constituency. Stakeholders of the organization shall include four categories:
- Member. An individual who has completed the Corporations’ Leadership Development Program and has paid the current year’s annual membership dues.
- Graduate/Alumnus. An individual who has completed one of the Corporation’s Leadership programs.
- Class Participant. An individual enrolled and in good standing in one of the Corporation’s Leadership programs.
- Affiliate. An individual who has not completed the Corporation’s Leadership program but who has demonstrated a commitment to Leadership Loudoun Inc. whether financially, through service, or both. Can be conferred upon an individual or a business partner.
- If a Class Participant fails to meet program requirements, the Board of Directors may deny that individual graduate status.
- Membership shall be conferred on an annual basis in accordance with the established fiscal year. Dues are payable by August 1 of the current year.
ARTICLE V – BOARD OF DIRECTORS
- Board of Directors. The management of the Corporation shall be vested in a Board consisting of not less than seven (7) nor more than nineteen (19). Directors with voice and vote. The Board may increase the number of Directors above the current number by the affirmative vote of two-thirds (2/3) of the Directors present at any Official Meeting. The Board shall be broadly representative of Loudoun County’s ethnic and geographical diversity, shall be drawn from among Loudoun’s residential, business, government and non-profit communities and shall include a diverse mix of skill sets.
- The Board may create one or more Advisory Board(s) or Committees who shall serve to provide counsel and advice to the Corporation, but shall not have a vote in the business and affairs of the Corporation.
- The Board shall:
- Establish and maintain an effective, engaged Board;
- Provide a Leadership Development Program and leadership-related activities that promote the mission of the Corporation;
- Provide opportunities for Members to be engaged in the work of the Corporation through a network of motivated, involved and connected leaders;
- Identify, develop and effectively use the diverse resources available to the Corporation.
- In performing these duties the Board shall, without limitation:
- Set short-term and long-term policies of the Corporation and assist in the implementation thereof;
- Be responsible for the procurement and expenditure of funds;
- Conduct an annual evaluation/assessment of the program and the Corporation.
- Election of Directors. In July of each year, Directors shall be nominated and elected by the affirmative vote of a majority of the Directors present at the meeting to fill Board vacancies. The term of office for Directors shall commence on August 1st of the year of their election. Directors may be elected at times other than the July meeting of the Board, and those so elected shall serve until the next annual meeting of the Board at which time they shall be eligible for re-election. All Directors have voting privileges
- Associate Directors. The Board may from time to time appoint Associate Directors to serve in an advisory capacity to the Board for limited terms of up to two years. Associate Directors may engage in all Board activities and programs, with voice but no vote. The Board may appoint any number of Associate Directors.
- Terms. The term of office for Directors shall be two (2) years. A Director may serve for three (3) consecutive terms, after which he or she must retire for at least one year.
- Removal for Repeated Absences. Any Director who shall be absent from three consecutive Official Meetings may be notified in writing that such Director must forfeit his or her seat on the Board at the next Official Meeting. Mitigating circumstances will be considered by the Board before final action is taken.
- Removal for Cause. Any Director may be removed from the Board by the affirmative vote of two-thirds (2/3) of the regular Directors present at any regular or special Official Meeting called for that purpose, for conduct detrimental to the interests of the Corporation, or for other good cause shown. Any Director proposed to be removed shall be entitled to at least seven (7) calendar days notice in writing by mail of the Official Meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such Official Meeting.
- Resignation. Any Director may resign at any time by giving written notice of such resignation to the President of the Board of Directors.
- Presiding Officer at Meetings. At all Official Meetings of the Board, the President or, in the absence of the President, the Vice President or, in their absence, a chair chosen by the Directors shall preside.
- Board Powers. All the corporate powers, except as are otherwise provided for in these By-Laws and in the laws of the Commonwealth of Virginia, shall be and are hereby vested in and shall be exercised by the Board. The Board may, by general resolution, delegate to committees or to officers of the Corporation such powers as they see fit.
- Open Meetings. All Official Meetings of the Board, or any of its Committees shall be open to persons who are Members or Class Participants. Other guests may be allowed to attend at the discretion of the presiding officer. For good cause and upon the request of a minimum of three (3) Directors, Board meetings or Committee meetings may be held in Executive Session limited to voting Directors or Committee members, as the case may be.
ARTICLE VI – OFFICERS
- Officers. The officers of the Corporation shall be a President, a Vice-President, a Treasurer, a Secretary, and such other officers with such powers and duties not inconsistent with these By-Laws as may be created and determined by the Board. The officers of the Corporation shall also serve as officers of the Board.
- Election and Term of Office. All officers shall be elected by a vote of the Directors at the July meeting of the Board, and shall assume their respective office on August 1 for a term of two (2) years. An officer may be elected for three successive terms, after which he or she must retire for at least one year.
- President. The President shall preside at all meetings of the Members and of the Board and shall have such other duties as normally might be assigned to a chief executive officer.
- Vice-President. The Vice-President shall have such duties and powers as may be delegated by the Board and shall preside over meetings in the absence of the President.
- Treasurer. The Treasurer shall have custody of all funds of the Corporation and shall deposit these funds in such financial institutions as the Board may designate. Whenever required by the Board, the Treasurer shall render a statement of the Corporation’s cash accounts. He or she shall enter regularly into the books of the Corporation a full and accurate record of all moneys received and paid on account of the Corporation; and shall perform all duties incident to the position of Treasurer, subject to the control of the Board. The Treasurer shall coordinate all activities with the Chairperson of the Finance Committee.
- Secretary. The Secretary shall keep records of the meetings of the Board; shall serve as the archivist and custodian of the Articles of Incorporation, By-Laws, and other Corporate documents; shall be responsible for the correspondence of the Board; shall assure that Directors receive proper notice of all meetings; and shall submit such reports as the Board may from time to time request.
- Compensation. Directors shall receive no compensation for their services. However, the Board may authorize reimbursement to any Director for expenses actually and reasonably incurred on behalf of the Corporation.
- Indemnification. The Corporation shall indemnify each of its Officers and Directors, whether or not then in office, and his or her executor, administrator, and heirs, against all reasonable expenditures actually and necessarily incurred by him or her in connection with the defense of any litigation to which he or she may have been a party because he or she is or was an Officer or Director of the Corporation. He or she shall have no right to reimbursement, however, in relation to matters as to which he or she has been judged liable to the Corporation, or in connection to matters charging improper personal benefit to himself or herself (whether or not involving action of an official capacity) in which he or she was adjudged liable on the basis that personal benefit was improperly received. The right to indemnify shall also apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the action shall approve such settlement. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to which the Officer or Director may be entitled.
- Removal. The Board may, by the affirmative vote of two-thirds (2/3) of the voting Directors present at a regular or special Official Meeting, remove an Officer for cause, provided that written notice of the intent to remove said Officer has been sent in writing by mail to every Director at least seven (7) calendar days before the Official Meeting wherein such removal is to take place.
ARTICLE VII – COMMITTEES
- Committees. The Board has the power to create or dissolve such standing or special committees as it deems necessary and to assign the duties and responsibilities of such committees. The President of the Board shall be an ex-officio member of all committees. All meetings and activities of standing and special committees shall be reported to the Board.
- Standing Committees. The Board shall reaffirm annually the number and assigned responsibilities of those standing committees the Board believes will best address the critical areas of the Corporation’s business, which may include, without limitation, the Program, Governance, Development, Membership, Communications and Finance Committees. Once a standing committee is established by the Board, it shall remain a Standing Committee of the Corporation until it is dissolved by a majority vote of the Board at a regular or special Official Meeting. The President shall designate Standing Committee chairpersons, subject to confirmation by the Board, at a regular or special Official Meeting.
- Special Committees. The President, in collaboration with other Officers and/or the full Board of Directors may create or dissolve such special committees as he or she deems necessary.
- Committee Business. The Chair of each Standing or Special Committee shall be responsible for preparing and distributing minutes and/or a report of each such Committee meeting. Copies of the minutes and reports shall be given to and kept on file by the Secretary, along with all correspondence and information pertaining to that Committee.
- Members who have paid their dues for the year and are in good standing in the organization may serve on a Standing Committee or Special Committee, subject to approval of the Chair of such committee. The Chair may also remove any member from the Committee, as can the Board, upon a majority vote.
- Executive Committee. The Executive Committee of the Board (i) shall consist of the Officers of the Corporation and (ii) shall have such duties as prescribed by the Board. The Executive Committee is charged with conducting business and addressing Board or Corporation issues between Board meetings.
ARTICLE VIII – MEETINGS
- Annual Business Meeting of the Board of Directors. The Board shall conduct an annual business meeting of the Board. Directors shall provide notice of the annual meeting at least fourteen (14) calendar days in advance of the meeting.
- Regular Meetings of the Board of Directors. Regular Official Meetings may be held at such time and place as shall be determined by a majority of the Directors; but at least one Official Meeting shall be held during each quarter of the year. Notice of regular Official Meetings of the Board shall be given to each Director at least seven (7) calendar days prior to the day named for such an Official Meeting.
- Special Meetings of the Board of Directors. Special Official Meetings of the Board may be called by the President of the Board, or by no fewer than three (3) Directors, upon three (3) calendar days notice to every Director.
- Quorum. A quorum for any meeting of the Board shall consist of one-half (1/2) of voting Board membership. Proxies are not permitted.
- Membership Meeting. The Board shall conduct an annual meeting of the members of the organization. Members shall be provided notice at least fourteen (14) calendar days prior to such meeting. At the Membership Meeting, the President shall provide a report of the state of the Corporation.
- Meeting by Telephone or Email. Directors or the members of any Committee shall be deemed present at a meeting of the Board or of any such Committee if the meeting is conducted using a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Also, issues may be presented and voted upon by email when deemed necessary by the President or the Executive Committee. This provision still requires a quorum as defined in Article II.
ARTICLE IX – FISCAL MANAGEMENT
- Fiscal Year. The fiscal year for the Corporation will be from August 1 through July 31 of the following year.
- Books. Books and accounts of the Corporation shall be kept under the direction of the Treasurer and in accordance with acceptable accounting procedures. They shall be available for inspection by Members at reasonable times.
- Expenditure, Withdrawal or Movement of Funds/Assets. All financial transactions (checks, debit or credit card purchases, withdrawal of funds or movement of funds/assets):
- That are $499 or less can be made by staff or other authorized signee onto the account without a second signature without approval (written or electronic).
- That are between $500 – $1999 require approval (written or electronic) from the designated chair with responsibility for the associated budget line item, but do not require two signatures on a hard check.
- That are $2,000 and above require signatures of any two “authorized signers” on a hard check. “Authorized signers” shall be designated by the Board and shall include at least: the President, Vice-President, Treasurer, and Finance Committee Chair.
- Audit – At any time, the Board may, if approved by the affirmative vote of one-half (1/2) of the Directors at an Official Meeting, engage the services of an outside auditor to audit the books and records of the Corporation.
ARTICLE X – CONTRACTS AND TRUSTS
- Contracts. The Board may authorize any Officer, or a designated agent, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to a specific instance. Without written authorization by the Board, no officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement.
- Trusts. The Board is authorized to establish and supervise trust funds for the benefit of the Corporation and its related activities.
ARTICLE XI – PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
- No Member, Director, Officer, employee, or a member of a committee of, or person connected with, the Corporation, or any other private individual shall receive at any time any net earnings or pecuniary profit from operations of the Corporation, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Corporation in effecting any of its purposes as shall be fixed by the Board; and no such person or persons shall be entitled to share in the distribution of any assets of the Corporation upon the dissolution of the Corporation. All Members of the Corporation shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, the assets of the Corporation, after all debts have been satisfied, then remaining in the hands of the Board shall be distributed, transferred, conveyed, delivered, and paid over, in such amounts as the Board may determine or as may be determined by a court of competent jurisdiction upon application of the Board, exclusively to charitable, religious, scientific, testing for public safety, literary or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.
ARTICLE XII – EXPRESSIONS OF VIEWS, OPINIONS AND BELIEFS
- Policies of the Corporation. The President or his/her designee shall express the policy of the Corporation as determined by the Board. No other Member or employee of the Corporation may represent the Corporation or committee before any public body, court, governmental agency, media or community group unless specifically authorized by the Board.
- Member Statements. Any Member who permits himself/herself to be identified as having any official connection with the Corporation or one of its committees shall, if a policy of the Corporation on a subject matter has been established by the Board, fairly state that policy; and if he/she expresses views at variance with it, shall clearly identify that such views are his/her personal views only. If no official policy has been set, then the person shall clearly state that such views are his/her personal views only. No person shall disclose any other opinions or viewpoints, where any such views are held by any other individuals connected in any way to the Corporation, nor any discussion held by, with, or among the Board or Officers of the Corporation.
ARTICLE XIII – AMENDMENTS TO THESE BY-LAWS
- Amendments. These By-Laws may be amended or altered by the affirmative vote of two-thirds (2/3) of Directors at any regular or special Official Meeting and that Directors will have been notified in writing at least seven (7) calendar days in advance of such Official Meeting.
- Effective Date. Amendments to the By-Laws become effective immediately.
ARTICLE XIV – PARLIAMENTARY PROCEDURE
- Any rules of procedure not covered by the By-Laws shall be governed by the latest edition of Robert’s Rules of Order.
ARTICLE XV – EXEMPT ACTIVITIES
- Notwithstanding any other provision of these By-Laws, no Member, Director, Officer, employee or representative of this Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended.