KANAWHA VALLEY VILLAGE PEOPLE, INCORPORATED
The following are the Bylaws for the KANAWHA VALLEY VILLAGE PEOPLE, INC, a nonprofit corporation, to be known also as “KVVP,” or “Kanawha Valley Village People,” or “the Village People”.
ARTICLE I. MEMBERSHIP AND BOARD OF DIRECTORS
A. Membership and Actions of the Organization
1. A person shall be considered a KVVP member in good standing whenever KVVP has received a completed application and payment of dues. Dues shall be charged in accordance with the financial policies of the Board and its Finance Committee. A person is no longer a member of KVVP whenever they fail to pay their annual dues. Members shall be cooperative, cordial, and helpful to other members and the organization. Members shall observe proper decorum in activities and meetings of the organization. Members shall each contribute to the mission of the organization and be supportive of other members in their participation in the organization. Members shall exercise usual discretion in regard to personnel and financial affairs of the organization.
2. Membership shall be classified, e.g., as “Regular” (with the full benefits of membership including voting), “Social” (non-voting, but with access granted to social events and interactions based on the availability of services beyond the reasonable range of the organization’s regular services), “Corporate” (non-voting and receiving no services, but with access to social events), etc. Dues may be adjusted for these classes of members and for members in each class.
3. The organization shall pursue its mission to help maturing adults to stay active, engaged, and productive in their communities, and the organization shall observe all laws and act without discrimination on the basis of race, gender, creed, religion, sexual orientation, or national origin.
4. The organization on dissolution will contribute all assets to another nonprofit organization, as determined by the Board of Directors, and no assets of the organization shall be the property of any member or officer.
B. Board Terms and Actions
1. The Board of Directors (the Board) shall consist of no fewer than seven (7) and no more than nine (9) members elected from time to time in the annual meeting. Directors should be members with a variety of interests and life experiences, each possessing contributing skill sets that will support the purposes of the organization, and all shall serve for the best interest of the organization as a whole and not as the representative of any group or person.
2. Directors shall serve, without compensation, in staggered terms of 2 years and for no more than 6 consecutive years. Directors shall be dues paying members and shall possess skills that will help the organization fulfill its mission.
3. Directors may be removed by majority vote of the Board, subject to review by the membership, for a pattern of disruptive or abusive behavior, unethical, criminal or immoral behavior, harassment, official misconduct, incompetence, inappropriate financial matters past or present, and substantial neglect of duty, including more than two (2) consecutive unexcused absences from scheduled or noticed meetings of the Board or of the membership of the organization. A vote of 60% of the Directors present shall be needed for removal. The Board is also empowered to remove members on similar grounds, by a vote of 60% of the Directors present.
4. A vacancy in an unexpired term of a Director shall be filled by vote of the Board within ninety (90) days of the vacancy, for the new Director to serve on the Board for a term that shall be the earlier of the end of the vacant term or the next annual meeting.
1. Elections of Directors shall be held at annual meetings, and the Board shall have a nominating committee to recommend persons for election or reelection.
2. The President appoints the nominating committee, which includes the departing BOD members.
3. Immediately following the annual meeting or within ten (10) days thereafter, the Board shall meet and by majority vote elect officers, who shall also serve as the officers of the organization.
4. The Treasurer need not be a Board member if the Board so decides.
5. Only regular members of the organization may be nominated to or serve as officers.
1. The officers of the Board and the organization shall consist of the President, Vice President, Secretary, and Treasurer.
2. The President may appoint assistants to the Secretary or the Treasurer. These assistants need not be Board members. The President shall be in charge of the operations, staff, and volunteers of the organization and shall preside at meetings of the Board and of the membership. The officers who would succeed to those duties in the absence or disability of the President are, in order, the Vice President, Secretary, and Treasurer.
3. The Vice President shall assist the President and succeed to his or her office upon the President‘s absence or disability.
4. The Secretary shall maintain the minutes, archives, and all other records of the organization and shall be responsible for meeting notices and distribution of minutes to Directors.
5. The Treasurer shall maintain in good order and report on all financial matters of the organization, including taxes, dues, contributions, expenses, and nonprofit reports, and shall, as chair of the Finance Committee, be responsible for the work of the Finance Committee and for a timely presentation to the Board of the Finance Committee’s proposed annual budget for the fiscal year. The fiscal year shall begin on 01 January and end on 31 December; thus, the KVVP fiscal year shall be the same as the calendar year.
6. All officers shall serve for a term of one (1) year, beginning as soon as the first day of the month after the annual meeting and in no event later than the first day of July of that year, provided that no member may serve as President for more than three (3) consecutive years. Officers serve at the will and pleasure of the Board and may be removed for any reason on a vote of a majority of the Directors present. Vacancies in office are to be filled by appointment of the President, to complete the officer’s full term.
7. The President may hire, suspend, or fire employees only with concurrence of the Board, or of the Executive Committee if the Board so delegates the matter. No hearings or public meetings are required for any personnel actions.
E. Authority and Duties of Board (Members, Votes, and Quorum)
1. Regular members of the organization in good standing may serve on the Board. Members are to act in the best interest of the organization as a whole and not for one group or person as a representative.
2. No Board member or officer other than the President individually holds authority over the organization or any of its employees or volunteers.
3. All policy making authority of the organization shall be vested in the Board as a body to act in accordance with votes of a majority of the Board members in duly constituted Board meetings (properly noticed, i.e., advance publication of the meeting date, location, and agenda, and with a quorum of at least a majority of the Directors present at each Board meeting).
4. In all but extraordinary circumstances, the Board will delegate administrative duties to employees and volunteers of the organization to execute the policy of the Board. Employees and volunteers will be directed by the President, as needed.
5. Individual Directors may have specific duties based on their committee membership or as officers of the Board.
ARTICLE II. MEETINGS Meetings of the Organization
1. The Board shall hold a minimum of six (6) BOD meetings during each fiscal year, including a BOD meeting for election of officers immediately following each annual general membership meeting or within 10 days thereafter.
2. An annual general membership meeting shall be held in April or May.
3. Notice of annual general membership meetings and BOD meetings shall be made by e-mail or mail (including by KVVP e-BLAST, e-BULLETIN, or NEWSLETTER) at least 7 days in advance of a meeting unless the meeting is a standing meeting date as scheduled and announced at the annual meeting. BOD members may waive formal prior notice of a BOD meeting at the subject BOD meeting.
4. A quorum for all votes of the Board or any committee of the Board shall be a majority of the Board or committee members in good standing on the Board or committee, respectively.
5. Attendance at all committee meetings and the substance of the committee meetings shall be recorded and reported to the Board by its elected Chair or other person elected by the committee to record and report to the Board on the committee’s activities and meetings. All committee votes shall be by majority of the committee members in attendance with a quorum present.
6. Any Director, committee member, or regular member may attend or vote electronically or by telephone or web cast, at any meeting of the Board, at any meeting of Board committees, or at any meeting of the membership, respectively, if so provided for by policies and procedures of the Board established and published well in advance to all members, with costs to be affordable to the organization and reasonable for members, who should individually bear any special costs of so providing for their personal attendance or voting.
7. Policies and procedures for proxy voting may be established by the Board.
8. A quorum for meetings of the membership shall be 40% of regular members in good standing, present in person or by proxy in accordance with policies and procedures of the Board. Only regular members may vote in any meeting.
9. Special meetings may be convened with due notice (made by e-mail or mail, including by KVVP e-BLAST, eBULLETIN, or NEWSLETTER, at least 7 days in advance of the special meeting), upon call of the President or upon the petition of a majority of the members to the respective body so petitioned to hold a special meeting.
10. Meeting procedures shall be in accordance with the most recent edition of Robert’s Rules of Order, subject to suspension of any rule by a two thirds vote of the Board. Parliamentary rulings of the presiding officer under those rules may be overturned by a majority vote of the body present.
11. Voting between meetings of the membership is allowed for issues deemed appropriate by the Board. Voting between meetings of the membership shall be by electronic means (e-mail) or, where a member does not have access to e-mail, by US Postal Service or by hand delivery. Voting procedures and protocols for betweenmeetings of the membership voting shall be developed and incorporated into the KVVP BOD Handbook.
ARTICLE III. POWERS AND DUTIES
Powers and Duties of the Board of Directors The Board shall have the following powers and duties:
1. To determine, control, supervise and manage the financial, social, membership, and business policies of the organization and provide for the effective management of its operations.
2. To direct preparation of a budget for the organization which must be balanced year by year by income or endowment.
3. To provide for written performance evaluations of employees.
4. To enter into contracts or consortium agreements for the betterment of the organization, including the purchase of property, provided that a proposed purchase of real property must be approved at a meeting of the membership by a vote of 55% of the regular members.
5. The Board may contract for professional services and insurance coverages as needed to serve and protect the organization and its Directors, officers, staff and volunteers, all as may be prudent in the best interest of the organization.
ARTICLE IV. COMMITTEES
A. Open Meetings and Organization Generally
All meetings of the organization and its committees are open to regular and social members of the organization, provided that, for matters involving the conduct of members, service providers, and officials, matters involving individual membership selection, matters that may lead to litigation or insurance claims, and any real property matters may be taken up for discussion in executive session by the Board or committee with jurisdiction, with votes to be taken in open meeting.
The organization’s standing committees shall consist of the Executive Committee, the Finance Committee, and the Membership Committee. Members of a standing or special committee shall serve one year terms and may serve year to year. No member is precluded from serving on more than one committee.
The President shall designate a Director to serve on each standing committee as a liaison to the Board. Each Board member should be available to serve actively on at least one committee each year.
B. Executive Committee
1. The Executive Committee is comprised of the elected officers of the organization and a fifth member from among members of the Board, should the elected officers choose to elect a fifth member. The Committee shall meet as called by the President or by a petition of any other three Committee members. The Committee shall review any matter referred to the Committee by the President or the Board, provided that, except as otherwise directed by the Board, the Committee may act on its own vote on the Board’s behalf only for emergency matters. The Committee shall set the agenda for Board meetings and meetings of the organization’s membership.
2. The Executive Committee may be delegated by specific vote of the Board to do any act for the Board or the organization, including any and all personnel matters.
3. All Directors may participate in open Executive Committee meetings; however, voting is to be limited to members of the Executive Committee.
C. Finance Committee
The Finance Committee shall review and make recommendations to the Board regarding the following:
1. Balanced proposed annual budget projecting income and expenses for the year made available timely to the Board and members;
2. General salary policy for employees and personnel administration;
3. Membership dues, expenses in excess of $1,000.00, and all financial matters not covered by the budget for the year;
4. Qualification for tax exempt non-profit status where allowed;
5. Capital projects and debts not to be paid in a year, if any;
6. Monthly and annual year-end reports of income, dues, expenses, contributions and other financial matters, the records of which shall be available to regular members; and
7. Other matters involving the finances of the organization as assigned by the President or by the Executive Committee if so designated by the Board or President.
D. Membership Committee
The Membership Committee shall propose standards for membership selection to the Board and for classification of dues payments owed by members of the organization.
Committee members should include members who are not on the Board.
The Committee shall manage and oversee membership relations for the organization. The Committee shall act on complaints about individual members, officers, staff, and volunteers of the organization and service providers, and the Committee shall promptly report the matter to the President for action and for reference to the Board or to the Executive Committee if so delegated by the Board. Complaints or individual concerns about persons involved with the organization shall be considered confidential and are to be taken up in executive session.
E. Special Committees
Members may be appointed by the President to special or ad hoc committees. Tenure on these committees shall be for a prescribed time or until the specified task is completed.
ARTICLE V. RECORDS
The Secretary shall be responsible for maintaining the records of the organization, including copies of Bylaws to be provided to new members and new Board members and the reports of all committees, and the annual proposed budget and annual financial records as part of the minutes of the organization. Records are not open to the public except by action of the Board. They may be viewed by Directors at any time and by regular members of the organization upon seven (7) days’ notice to the Secretary at a time and place convenient to the Secretary and member.
ARTICLE VI. ADOPTION AND AMENDMENT OF BYLAWS
1. The Bylaws may be amended by a majority vote of the membership at an annual meeting or at any other meeting of the membership where all voting members have been served notice as to the purpose of the meeting. Voting by the electronic means addressed in Paragraph 6 of ARTICLE II. MEETINGS; Meetings of the Organization shall be acceptable for voting on bylaws changes.
Effective Date: 06 March 2019
The KVVP Bylaws were originally adopted 20 October 2013, with cleanup changes made by the Board of Directors (BOD) (and published as v1).
Note: the Bylaws provide for the membership to amend the Bylaws and approve them, as amended, at a general meeting of KVVP members.
v2 (21 May 2017) of the Bylaws (with changes to ARTICLE I. MEMBERSHIP AND BOARD OF DIRECTORS; SECTION B. Board Terms and Actions; PARAGRAPHS 1, 2, and 3) were adopted at a general, annual meeting of KVVP on 21 May 2017.
v3 (06 May 2018) of the Bylaws (with changes to ARTICLE II. MEETINGS, PARAGRAPH 6) were adopted at a general, annual meeting of KVVP on 06 May 2018.
V4 (06 September 2018) of the Bylaws (with changes to the introductory paragraph and to ARTICLE I. MEMBERSHIP AND BOARD OF DIRECTORS, Section A. Membership and Actions of the Organization were adopted during inbetween-meeting balloting (ballots 2018 07 06_01 and 2018 08 06_02_05) during July and August 2018.
V4.1 (07 December 2018) of the Bylaws (with changes to the introductory paragraph and to ARTICLE I. MEMBERSHIP AND BOARD OF DIRECTORS, Section A. Membership and Actions of the Organization were adopted during in-between-meeting balloting (ballots 2018 09 06_06_10, 2018 10 06_11_15, and 2018 11 06_16_21) during September, October, and November 2018.
V4.2 (07 January 2019) of the Bylaws (with changes to the introductory paragraph and to ARTICLE I. MEMBERSHIP AND BOARD OF DIRECTORS, Section A. Membership and Actions of the Organization, Paragraph 1; ARTICLE I. MEMBERSHIP AND BOARD OF DIRECTORS, Section D. Officers, Paragraph 5; and ARTICLE VI. ADOPTION AND AMENDMENT OF BYLAWS, Paragraph 1 were adopted during in-between-meeting balloting (ballot 2018 12 06_22_24) during December 2018.
V4.2.1 (06 February 2019) of the Bylaws (with changes to ARTICLE I. MEMBERSHIP AND BOARD OF DIRECTORS; Section E. Authority and Duties of Board Members; Votes and Quorum and ARTICLE II. MEETINGS; Meetings of the Organization; Paragraphs 1 and 2, which were adopted during in-between-meeting balloting (ballot 2019 01 06_25_30) during January 2019.
V4.2.2 (06 March 2019) of the Bylaws (with changes to ARTICLE II. MEETINGS; Meetings of the Organization; Paragraphs 3 through 11, which were adopted during in-between-meeting balloting (ballot 2019 02 06_31_39) during February 2019.
To download a copy of the KVVP Bylaws, click here.