Bylaws of the Arlington County Civic Federation
As adopted 10 July 2018 upon incorporation of the Arlington County Civic Federation
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Followed by Standing Rules below.
BYLAWS OF THE ARLINGTON COUNTY CIVIC FEDERATION
TABLE OF CONTENTS
ARTICLE I Name and Purposes
Section 1.01 Name
Section 1.02 Purpose
Section 1.03 Incorporation
ARTICLE II Membership
Section 2.01 Member Organizations
Section 2.02 Members
Section 2.03 Annual Certification, Dues and Termination\ of Member Organizations
Section 2.04 Membership Voting and Proxy
Section 2.05 Quorum and Open meeting
Section 2.06 Annual Meeting of Members
Section 2.07 Regular Meeting of Members
Section 2.08 Special Meeting of Members
Section 2.09 Notice of Meetings to Members
Section 2.10 Waiver of Notice
Section 2.11 Action Without a Meeting
Section 2.12 Remote Participation
ARTICLE III Board of Directors
Section 3.01 General Powers
Section 3.02 Number and Qualifications
Section 3.03 Nomination, Election and Term of Office
Section 3.04 No Compensation for Directors
Section 3.05 Removal of Director
Section 3.06 Resignation of Director
Section 3.07 Newly-Created Directorships and Vacancies
Section 3.08 Quorum of Directors
Section 3.09 Voting
Section 3.10 Meetings of the Board
Section 3.11 Notice
Section 3.12 Action Without a meeting
Section 3.13 Remote Participation
ARTICLE IV Committees
Section 4.01 Board Committees
Section 4.02 Member Committees
Section 4.03 Committee Rules
ARTICLE V Officers
Section 5.01 Officers
Section 5.02 Term of Office
Section 5.03 Resignation
Section 5.04 President
Section 5.05 Vice President
Section 5.06 Secretary
Section 5.07 Treasurer
Section 5.08 Board Chair and Vice Chair
Section 5.09 No Compensation of Officers
ARTICLE VI Administration
Section 6.01 Fiscal Year
Section 6.02 Loans
Section 6.03 Checks and Drafts
Section 6.04 Execution of Instruments
ARTICLE VII Corporate Records, Reports and Seal
Section 7.01 Maintenance of Corporate Records
Section 7.02 Corporate Seal
Section 7.03 Inspection Rights
Section 7.04 Periodic Reports
ARTICLE VIII Miscellaneous
Section 8.01 Conflict of Interest
Section 8.02 Indemnification
Section 8.03 Insurance
Section 8.04 Amendment
Section 8.05 Dissolution
Section 8.06 Construction and Severability
BYLAWS OF ARLINGTON COUNTY CIVIC FEDERATION
WHEREAS, the Arlington County Civic Federation has operated as an unincorporated association since its inception;
WHEREAS, on _____________ ____, 2018 the Federation incorporated under the Virginia Nonstock Corporation Act by filing articles of incorporation with the State Corporation Commission; and
WHEREAS, the members and board of directors of the Federation wish to adopt these Bylaws as the bylaws of the Federation.
NAME AND PURPOSE
Section 1.01 Name.
The name of the corporation is the Arlington County Civic Federation (the “Federation”).
Section 1.02 Purpose.
(a) The Federation is a civic organization that promotes the general welfare of Arlington County and its vicinity in a non-partisan, non-sectarian, non-sectional and non-political manner. The Federation:
(1) Is not organized or operated for profit and operates exclusively for the promotion of social welfare within the meaning of Section 501(c)(4) of the Internal Revenue Code, or the corresponding section of any future federal tax code (the “Code”);
(2) Will not use its net earnings nor any part thereof to the benefit of any private shareholder or individual; and
(3) May engage in advocacy and action, but its primary purpose does not include engaging in political activities.
(b) Notwithstanding any other provision of these Bylaws, the Federation will not engage in activities not permitted by a corporation exempt from federal income tax under Section 501(c)(4) of the Code. The Federation will not, except to an insubstantial degree, engage in activities or exercise powers that are not in furtherance of the mission of the Federation.
Section 1.03 Incorporation.
The Federation is incorporated under the Virginia Nonstock Corporation Act, as such may be amended from time to time (hereinafter referred to as the “Act”), pursuant to the filing of Articles of Incorporation (the “Articles”) with the Virginia State Corporation Commission.
Section 2.01 Member Organizations.
(a) To become a “Member Organization” of the Federation, an organization must first submit a completed application to the Federation. Applications shall be referred to the Board of Directors (defined below), which shall make its recommendation to the Members (also defined below) at the next membership meeting. The applicant may become a Member Organization provided it meets the following criteria:
(1) It has at least twenty (20) members;
(2) Its primary objective and principal work is consistent with the goals and purposes of the Federation specified in Section 1.02 of these Bylaws;
(3) The application is approved by a two-thirds (2/3) vote of the Members present and voting at a meeting of the Members where quorum is established; and
(4) The organization pays initial annual dues.
(b) The Members shall have sole discretion to reject an application to become a Member Organization, and will strive to prevent over-representation of any single community.
Section 2.02 Membership.
(a) Each Member Organization may designate:
(1) Up to four (4) delegates to serve as “Voting Members” of the Federation; and
(2) Up to four (4) alternate delegates to serve as “Alternate Members.”
(b) Member organizations shall provide the names and contact information for each designated Voting Member and Alternate Member to the Secretary before any such Voting Members or Alternate Members may vote at a membership meeting.
(c) Voting Members shall have the rights set forth in these Bylaws, including, but not limited to, voting rights. An Alternate Member may only act as a Voting Member at a membership meeting in place of and on behalf of an absent Voting Member from the same Member Organization, and otherwise has no rights except as expressly granted under these Bylaws. Only Voting Members, and Alternate Members acting in place of Voting Members, shall constitute “members” for purposes of the Act. For purposes of these Bylaws, the terms “Members” or “Membership” will refer to both (i) Voting Members, and (ii) Alternate Members who are properly acting on behalf of a Voting Member.
Section 2.03 Annual Certification and Dues; Termination of Member Organization or Member.
(a) To remain a Member Organization, each organization shall submit:
(1) Written certification by October 31 of each year that the organization meets the Member Organization requirements set forth in this Article II; and
(2) Payment of annual dues, which dues are payable starting July 1 of each year and must be paid no later than December 31 of each year.
(b) If a Member Organization does not comply with the requirements in this Section 2.03, or otherwise meet the requirements set forth in Section 2.01, the Board of Directors shall disqualify the organization as a Member Organization, and remove its Voting Members and Alternate Members from Membership. Such Voting Members and Alternate Members shall cease to be Members and lose all rights and privileges associated with Membership under these Bylaws and the Act, including voting and participation rights. If at any time a Member Organization is disqualified pursuant to this Section 2.03, it must reapply under Section 2.01 to regain Membership Organization status.
Section 2.04 Membership Voting and Proxy.
(a) Each Voting Member, or Alternate Member in the place of a Voting Member, will have one (1) vote. Proxy votes are not allowed.
(b) All issues to be voted on will be decided by simple majority of the Members present and voting at a meeting of the Members at which a quorum is present (as defined in Section 2.05), unless otherwise required by the Act, the Articles or these Bylaws.
Section 2.05 Quorum and Open Meeting.
(a) The presence of at least one-tenth (1/10) of the current Voting Members entitled to vote at any annual, regular or special meeting of the Members will constitute a quorum for the transaction of business. If an Alternate Member is present and participating in place of a Voting Member, such Alternate Member will count towards quorum in place of such Voting Member.
(b) Member meetings shall be open to the public, but voting privileges are limited to Members as set forth in these Bylaws.
Section 2.06 Annual Meeting of Members.
(a) The annual meeting of the Members will be held on such date, and at such time and place as may be designated by resolution of the Board. In the absence of such resolution, the Board will hold the annual meetings in June at the Federation’s primary place of business at such date and time as determined by the Board.
(b) At the annual meeting, Members shall elect Directors (defined below) and officers, and conduct such other business as may properly come before the meeting.
Section 2.07 Regular Meeting of the Members. Regular meetings of the Members will be held on such dates, and at such times and places as may be designated by the Board in its discretion. In the absence of such designation by the Board, regular meetings will be held at least quarterly between September and June of each year.
Section 2.08 Special Meeting of Members. Special meetings of the Members may be called by the Board Chair or the President, by action of the Board, or by one-twentieth (1/20) of the currently serving Members entitled to vote at such meeting.
Section 2.09 Notice of Meetings of Members.
(a) After fixing a record date for a Membership meeting, the Federation will prepare an alphabetical list of the names of all its Voting Members and Alternate Members who are entitled to notice of the Members’ meeting.
(b) Notice containing date, time and place must be given to Voting Members and Alternate Members. Notice of a special meeting must also include the purpose or purposes for which the meeting is called.
(c) Notice must be provided to Voting and Alternate Members no less than ten (10) nor more than sixty (60) days before the meeting date, provided, however, that notice of a Members’ meeting called for the purposes of removing a Director, or to act on an amendment of the articles of incorporation, a plan of merger, domestication, a proposed sale of assets or the dissolution of the corporation, will be given not less than twenty-five (25) nor more than sixty (60) days before the meeting date.
(d) Any notice required under the provisions of these Bylaws or as otherwise required by law will be given in accordance with methods authorized by the Act, including via email if consented to by the Voting Member or Alternate Member.
(1) If mailed, such notice will be deemed delivered three (3) business days after deposited in the United States mail addressed as it appears in the records of the Federation, with postage thereon prepaid or emailed to the address as it appears in the records of the Federation.
(2) If emailed, such notice will be deemed delivered as set forth in § 13.1-842 of the Act.
Section 2.10 Waiver of Notice.
(a) Any Voting Member or Alternate Member may waive any required notice by a signed written waiver before or after the date of a meeting that is the subject of such notice. Such written waiver must be delivered to the Secretary for inclusion in the minutes or filing with the corporate records.
(b) Notwithstanding the foregoing, a Member’s attendance at a meeting:
(1) Waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented.
Section 2.11 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting by written or electronic consent of the requisite number of Members required for such action pursuant to these Bylaws and §13.1-841 of the Act. For clarity, such action may be consented to by email or other electronic means permitted under the Act. Such action will be evidenced by one or more written or electronic consents stating the action taken and filed in the minutes or other relevant corporate records.
Section 2.12 Remote Participation. To the extent authorized by the Board, any Members may participate in a meeting using conference telephone or other electronic means where all persons participating in the meeting may simultaneously hear and communicate with each other during the meeting. A Member participating in a meeting by such means is deemed to be present in person at the meeting, and may vote and be counted towards quorum.
BOARD OF DIRECTORS
General Powers. Except with regard to the rights conferred upon Members herein, the management and control of the affairs of the Federation will be vested in the Federation’s Board of Directors (the “Board”).
Section 3.02 Number and Qualifications.
(a) The Board shall consist of between nine (9) and thirteen (13) individuals, in accordance with the following provisions:
(1) The four (4) officers elected by the Members pursuant to Section 5.01 (i.e. the President, Vice President, Secretary and Treasurer) (each, an “Officer” and collectively, the “Officers”) shall automatically become directors on the Board.
(2) The Board shall consist of such four Officers, plus no less than five (5) but no more than nine (9) additional elected at-large directors (the “At-Large Directors,” and collectively with the Officers in their capacity as directors, the “Directors”).
(b) Notwithstanding the foregoing, in the event that any one individual holds multiple Offices in accordance with Section 5.01, such individual shall only have one (1) vote on the Board.
(c) From time to time, the Members may set by a majority vote the number of At-Large Directors within the minimum and maximum set forth in Section 3.03(a) immediately above.
(d) All Directors must be Federation Voting Members or Alternate Members throughout their term of service on the Board.
Section 3.03 Nomination, Election, and Term of Office.
(a) Nomination. At least sixty (60) days before the annual Member meeting held in accordance with Section 2.06, the Members shall elect a Nomination Committee comprised of five (5) Voting Members and/or Alternate Members to handle the nomination of at least one candidate Voting Member or Alternate Member for each Director position. The Nomination Committee shall submit a written or electronic report to all current Voting Members and Alternate Members prior to the annual Member meeting, at which meeting additional nominations may be made from the floor.
(b) Election. Directors shall be elected by a majority vote of Members present and voting at the annual member meeting, provided a quorum has been established, or as otherwise provided in Section 3.07. Election of a Director does not, in and of itself, create any contract rights for the Director or the Federation.
(c) Term of Office. Each Director shall serve on the Board for a term of one (1) year beginning on July 1 following their election. Each shall hold office until his or her successor is elected or until they resign, are removed or are no longer qualified to serve, whichever occurs first. There shall be no limit on the number of terms a Director may serve.
Section 3.04 No Compensation for Directors. The Directors (as defined below) will receive no compensation for their service on the Board. The Directors may be reimbursed for reasonable out-of-pocket expenses as determined by the Board.
Section 3.05 Removal of Director.
(a) A Director may be removed from the Board for cause or no cause by two-thirds (2/3) vote of the Members present at a meeting where quorum is established.
(b) Before any meeting of the Members at which a vote on removal will be made, the Director in question must be given electronic or written notification of the intention to remove him or her and be given the opportunity to be heard at such meeting. A special meeting of the Members called for the removal of a Director must comply with the notice requirements in Section 2.09.
(c) Any Director removed from the Board who is also an Officer shall automatically be removed from his or her applicable Office.
Section 3.06 Resignation of Director. A Director may resign at any time by delivering written notice to the Board, the President or the Secretary of the Federation. Such resignation will take effect when the notice is delivered unless the notice specifies a later effective date. Any Director who resigns from the Board that is also an Officer shall be deemed to have also resigned from the applicable Officer position.
Section 3.07 Newly-Created Directorships and Vacancies.
(a) Newly-created Director positions resulting from an increase in the number of At-Large Directors shall be filled by the Members at an annual, regular, or special Membership meeting. Other vacancies, including those resulting from removal, resignation or disqualification of a Director, shall also be filled by the Members at an annual, regular, or special Membership meeting.
(b) Candidates must first be nominated by sending notice to the Secretary at least fourteen (14) days in advance of the Member meeting. A Director elected to fill a vacancy or newly-created Director position will hold office for the remainder of the unexpired term or until a qualified successor is elected.
Section 3.08 Quorum of Directors. Unless a greater proportion is required by law, the Articles or these Bylaws, a majority of the number of Directors in office immediately before a meeting begins will constitute a quorum for the transaction of business. A quorum once attained will continue until adjournment despite the voluntary withdrawal of enough Directors to leave less than a quorum.
Section 3.09 Voting.
(a) Requisite Vote. Except as otherwise provided by law, the Articles or these Bylaws, the vote of a majority of the Directors at a duly convened meeting where quorum is established will be the act of the Board.
(b) Interested Director. An Interested Director may not be counted for voting purposes. For purposes of these Bylaws, a Director is an “Interested Director” if he or she has a conflict of interest that precludes him or her from being a disinterested director, as contemplated by Section 13.1-871 of the Act.
Section 3.10 Meetings of the Board.
(a) Annual Meeting. An annual meeting of the Board will be held each year at such time and place as will be fixed by the Board for the transaction of such business as may properly come before the meeting.
(b) Regular Meetings. Regular meetings of the Board will be held at least quarterly at such times as may be fixed by the Board.
(c) Special Meetings. Special meetings of the Board may be held at any time and place and for any purpose when called by the Board Chair or President, or by at least one-third (1/3) of the Directors, provided that notice of such special meetings is provided in accordance with Section 3.11.
(d) Open Meetings. All Board meetings shall be open to all Members and the public, unless the Board determines by a two-thirds (2/3) vote that a closed executive session is necessary and in the best interest of the Federation. Any Board action taken in closed session is not binding unless approved in an open session.
Section 3.11 Notice.
(a) Notice Requirements. Notice need not be given for regular planned and announced meetings of the Board. Notice of a special meeting of the Board will be given to each Voting Member, Alternate Member and Director as is prescribed by resolution of the Board. Notice of a special meeting must also include the purpose or purposes for which the meeting is called.
(1) Unless otherwise stated in these Bylaws, notice of all other meetings will be given to the appropriate Directors and committee members not less than three (3) days but not more than ninety (90) days prior to the date of the meeting, by or at the direction of the President, Vice President, Secretary, or committee chair calling the meeting.
(2) Any notice required under the provisions of these Bylaws or as otherwise required by law will be given in accordance with methods authorized by the Act, including by electronic mail in accordance with § 13.1-810 of the Act. If mailed, such notice will be deemed delivered three (3) business days after deposited in the United States mail addressed as it appears in the records of the Federation, with postage thereon prepaid. If emailed, such notice will be deemed delivered as set forth in § 13.1-842 of the Act.
(b) Waiver of Notice. Notice of a meeting of the Board need not be given to any Director entitled to such notice who submits a signed, written waiver of notice whether before or after the date and time stated in such notice. A Director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless at the beginning of such meeting, or promptly upon his or her arrival, such Director objects to holding the meeting or transacting business at the meeting, and does not thereafter vote for or assent to action taken at the meeting.
Section 3.12 Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting by written action of the requisite number of Directors required for such action pursuant to these Bylaws and § 13.1-865 of the Act, as such may be amended from time to time. Such action may also be consented to by email or other electronic means permitted under the Act. Such action will be evidenced by one or more written consents stating the action taken and filed in the minutes or other relevant corporate records.
Section 3.13 Remote Participation. Any Directors may participate in a meeting using conference telephone or other electronic means where all persons participating in the meeting may simultaneously hear and communicate with each other during the meeting. A Director participating in a meeting by such means is deemed to be present in person at the meeting, and may vote and be counted towards quorum.
Board Committees. A majority of the Board may establish one or more committees of Directors (“Board Committees”) and appoint two (2) or more Directors to serve on them at the Board’s discretion. The President shall appoint Board Committee chairs.
Member Committees. The President may establish one or more Member standing or other committees as the Board or the Members may direct (“Member Committees”). Member Committees shall be composed only of Voting Members, Alternate Members, and/or other members of Member Organizations. The President shall appoint Member Committee chairs, each of whom shall be a Voting Member or Alternate Member. Appointments of Member Committee chairs shall be ratified by the Board to be effective.
Committee Rules. These Bylaws, the Articles, the Act, and other applicable laws will govern Board Committee and Member Committee meetings and actions.
(a) The Members shall elect a President, Vice President, Secretary, and Treasurer, and such other Officers as determined by the Members. As set forth in Article III, the President, Vice President, Secretary, and Treasurer shall serve as Directors for their term of Office. The Board may appoint a Board Chair and Vice Chair, both of which must be Directors.
(b) An individual may hold more than one office; provided, however, that in the event any one individual serves in more than one Office (President, Vice President, Secretary, or Treasurer), or serves as an Officer and Board Chair or Vice Chair, such individual shall only have one (1) vote on the Board.
(c) Any officer elected by the Members may appoint one or more assistant officers, but such assistant officers shall not serve as Directors or otherwise be entitled to vote on the Board.
(d) Election of an Officer or appointment of an assistant officer does not of itself create any contract rights for the Officer, assistant officer or the Federation.
Term of Office and Removal.
(a) Each Officer will hold office for the term for which he or she is elected or until his or her successor has been elected; provided, however, that any Officer serving as a Director shall only hold office for as long as he or she serves as a Director in accordance with Article III.
(b) Any assistant officer may be removed by the Board or appointing officer at any time with or without cause.
Resignation. An officer may resign at any time by delivering written notice to the Board. Unless the written notice specifies a later effective date, the resignation will be effective when the notice is delivered to the Board. An Officer’s resignation from office will be deemed a resignation from the Board.
President. The President will be the principal executive of the Federation responsible for carrying out the directions and resolutions of the Board. The President, if authorized by the Board, may sign with the Secretary, Treasurer or any other proper officer authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments (including acceptances of donations, conveyances or contributions), except in cases where the signing and executing thereof is expressly delegated by these Bylaws to some other officer or agent of the Federation, or is required by law to be otherwise signed and executed. The President will, in general, perform all duties incident to the office of President and such other duties as may be assigned by the Board or Members from time to time.
Vice President. In the absence of the President, or in the event of his or her inability or refusal to act, the Vice President will perform the duties of the President and when so acting will have all the powers, and be subject to, the restrictions placed on the president. The Vice President will in general perform all duties incident to the office of Vice President and such other duties as may be assigned by the President, the Board or the Members from time to time.
(a) The Secretary will be responsible for:
(1) Preparing and maintaining custody of corporate records;
(2) Maintaining a list of current Voting Members and Alternate Members;
(3) Preparing and maintaining minutes of all meetings of the Members and the Board;
(4) Athenticating the records of the Federation;
(5) Giving or causing to be given all notices from the Federation in accordance with these Bylaws or as required by law; and
(6) Performing all duties customary to the office of Secretary and such other duties as may be assigned by the Board or Members from time to time.
(b) The Secretary will have custody of the corporate seal of the Federation, if any; and he or she will have authority to affix the same to any instrument requiring it; and, when so affixed, it may be attested by his or her signature. Notwithstanding the foregoing, the Board may give general authority to any officer to affix the seal of the Federation, if any, and to attest the affixing by his or her signature.
Treasurer. The Treasurer will have the custody of, and be responsible for, all funds of the Federation. He or she will keep or cause to be kept complete and accurate accounts of receipts and disbursements of the Federation, and will be privy to deposit information of all monies and other valuable property of the Federation in the name and to the credit of the Federation in such banks or depositories as the Board may designate. Whenever required by the Board, the Treasurer will render a statement of accounts. He or she will, at all reasonable times, exhibit the books and accounts to any officer or Director of the Federation, and will perform all duties incident to the office of Treasurer, subject to the supervision of the Board, and such other duties as will from time to time be assigned by the Board or Members.
Board Chair and Vice Chair. The Board Chair is appointed by the Board and will preside over Board meetings, report on the progress of the Federation, answer questions of the Board and perform all duties incident to the office of Board Chair. The Board may also appoint a Vice Chair who, in the absence of the Board Chair, or in the event of his or her inability or refusal to act, will perform the duties of Board Chair. The Board may designate other duties as necessary.
No Compensation of Officers. Officers will receive no compensation for their services to the Federation. Officers may be reimbursed for reasonable out-of-pocket expenses as determined by the Board.
Fiscal Year. The fiscal year will be from July 1 to June 30, or such other period as determined by the Board.
Loans. The Federation will not make any loans to any Member, Director, officer, committee chair, or employee of the Federation.
Checks and Drafts. All checks, drafts, other orders for the payment of money or other evidence of indebtedness issued on behalf of the Federation will be signed by such officer or agent of the Federation in such a manner as determined by the Board.
Execution of Instruments. The Board, except as otherwise provided by these Bylaws, may by resolution authorize any officer or agent of the Federation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Federation, and such authority may be general or confined to specific instances. Unless so authorized, no officer, agent or employee will have any power or authority to bind the Federation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
CORPORATE RECORDS, REPORTS AND SEAL
Maintenance of Corporate Records. The Federation will keep at its principal office:
(a) Minutes of all meetings of Members, Directors and Board Committees, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings of the meeting;
(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses; and
(c) A copy of the Articles and these Bylaws as amended to date, which will be open to inspection at all reasonable times during office hours.
Corporate Seal. The Federation may develop and use a corporate seal.
Inspection Rights. In addition to statutory rights, a Voting Member, Alternate Member or Director may at any reasonable time inspect the books, records and documents of every kind and inspect the physical properties of the Federation. Any inspection under this Section 7.03 may be made in person or by agent or attorney and the right to inspection will include the right to copy and make extracts.
Periodic Reports. The Board will cause any annual or periodic report required under law to be prepared and delivered within the time limits set by law.
Conflict of Interest. The Federation will adopt a conflict of interest policy. The Federation will not enter into any transaction or arrangement that might benefit the private interest of any officer or Director of the Federation or that violates the conflict of interest policy, or that violates any other applicable state or federal laws governing conflict of interest application to nonprofit and charitable organizations.
(a) No officer or Director of the Federation will be personally liable for the debts or obligations of the Federation of any nature whatsoever, nor will any of the property or assets of the officers or Directors be subject to the payment of the debts or obligations of the Federation.
(b) To the fullest extent permissible under applicable law, the Federation will indemnify Directors, officers and agents of the Federation (each, an “Indemnified Party”) from any liability arising out of or relating to the duties of the Indemnified Party to the Federation and the affairs of the Federation, unless such Indemnified Party fraudulently or intentionally violated the law and/or maliciously conducted acts to damage and/or defraud the Federation, or as otherwise provided under applicable statute.
(c) Neither any amendment nor repeal of this Section 8.02, nor the adoption of any provision of the Articles or Bylaws inconsistent with this Section 8.02, will eliminate or reduce the effect of this Section 8.02 in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this Section 8.02, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
The Board may purchase and maintain insurance on behalf of any Director, officer, employee, volunteer or agent of the Federation against any liability asserted against or incurred by him which arises out of such person’s status in such capacity or who is or was serving at the request of the Federation as a Director, officer, employee, volunteer or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or otherwise, or out of acts taken in such capacity, whether or not the Federation would have the power to indemnify the person against that liability under law.
Amendment. The Articles and these Bylaws may be adopted, amended or repealed in whole or in part by a two-thirds (2/3) majority of the Members, provided that the change was submitted in writing at the previous annual or regular Membership meeting.
Dissolution. The Federation may voluntarily dissolve and cease to operate pursuant to § 13.1-902 of the Act. Upon dissolution, any net assets of the Federation will be distributed in accordance with the provisions of the Articles, the Act and the Code.
Section 8.06 Construction and Severability. If there is any conflict between the provisions of these Bylaws and the Articles, the provisions of the Articles will govern. Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these Bylaws will be unaffected by such holding.
SECRETARY’S CERTIFICATE OF ADOPTION
BY MEMBERS AND BOARD OF DIRECTORS
The undersigned hereby certifies that the undersigned is the duly elected, qualified and acting Secretary of the Arlington County Civic Federation, a Virginia nonstock corporation, and that the foregoing Bylaws were duly adopted as the Bylaws of the Federation by its Members and its Board of Directors.
Executed on _______________, 2018.
Revised and re-adopted unpon incorporation, 10 July 2018
Amended 1 May 1957
Amended 6 June 1967
Amended 1 July 1979
Amended 1 July 1981
Amended 1 October 1985
Amended 7 January 1986
Amended 10 November 1987
Revised 5 January 1988
Amended 1 March 1988
Amended 7 June 1994
Amended 1 October 1996
Amended 3 February 1998
Amended 5 March 2001
Amended 6 May 2003
Amended 1 June 2004
Amended 10 November 2015
Amended 5 February 2016