BY-LAWS OF VIRGINIA HUNTER EDUCATION ASSOCIATION, INC.

Article I

Purpose

The purpose of the Virginia Hunter Education Association, Inc. (“the Association”) is to complement the Virginia Department of Wildlife Resources (“DWR”) Hunter Education program by conducting and supporting practical, hands-on hunting and shooting workshops and competitions that teach youth and novice hunters to be safe, ethical, and successful hunters.

Article II

Incorporation

1.     The Association shall be incorporated as a Virginia non-stock corporation exclusively for charitable and/or educational purposes within the meaning of section 501 (c) (3) of the United States Internal Revenue Code of 1954.

2.     The Association shall neither contribute to nor endorse any political party or candidate.

3.     Assets remaining after payment of liabilities shall be donated to the Virginia Department of Wildlife Resources if the Association ceases operations or is dissolved.

Article III

Principal Office

The principal office of the Virginia Hunter Education Association, Inc. (“the Association”) shall be located at Holiday Lake 4-H Center, 1267 4-H Camp Road, Appomattox, Virginia. The Association may have other offices as the Board of Directors may determine or as the affairs of the Association may require from time to time.

Article IV

Registered Office

The Association shall have and continuously maintain a registered office and a registered agent in the Commonwealth of Virginia as required by the Virginia Non-Profit Corporation Act. The registered office and registered agent shall be determined by the Board of Directors and may be changed as the affairs of the Association may require from time to time.

Article V

Powers and Authority

The Association may do and engage in any and all other lawful activities that may be incidental or reasonably necessary to any of the foregoing purpose; and have and exercise all other powers and authority now and hereafter conferred upon charitable and educational corporations under laws of the Commonwealth of Virginia consistent with these articles and the by-laws of the Association provided that in all events and under all circumstances the following provisions shall apply:

1.     The Association shall not have or exercise any power or authority either expressly, by interpretation, or by operation of law, nor shall it directly or indirectly engage in any activity, which would prevent the Association, described in section 501 (c) (3) of the United States Internal Revenue Code of 1954, contributions to which are deductible for income tax purposes; and

2.     Neither the whole, nor any part or portion, of the assets or net earnings of this Association shall be used, nor the Association ever be organized or operated for purposes which are not exclusively charitable, or educational within the meaning of said Section 501 (c) (3) of the Internal Revenue Code, but the powers and purposes of this Association, shall at all times be so construed and limited as to enable this Association to qualify as a corporation organized and existing under the provisions of the Virginia Revised Statues and amended from time to time.

Article VI

Membership

1.     Any person who has been certified as a DWR Volunteer Hunter Education Instructor or a Virginia 4-H Shooting Education Council Discipline Instructor is eligible for membership in the Association.

2.     There shall be three types of membership: Active, Inactive and Honorary

a.      Instructors certified in the current year and instructors who have reported instruction hours in the DWR event management system in one of the two prior calendar years shall be considered Active.

b.     Instructors who have not reported instruction hours in the DWR event management system in two prior calendar years shall be considered Inactive.

c.      Any person may be conferred Honorary status by the Board of Directors.

3.     Each member who is considered Active or Inactive and whose dues are current for the year is entitled to one vote in Association matters.

4.     Honorary members are not eligible to vote in Association matters.

Article VII

Board of Directors and Executive Committee

1.     The Board of Directors shall consist of five officers: the President, the Vice President, the Recording Secretary, the Communications Secretary, and the Treasurer.

2.     The Executive Committee shall consist of the Board of Directors and Program Coordinators.

3.     The Board of Directors shall manage the affairs of the Association and shall have the power to transact all business necessary for effective management of the Association.

4.     The Executive Committee shall meet at the call of the President, but not less than three times per year, and meetings shall be open to the membership. Three directors shall constitute a quorum. A majority of the directors present must concur for any measure to be adopted.

5.     The Board of Directors shall be elected from the voting membership by those members entitled to vote. The President, Recording Secretary and Communications Secretary shall be elected in odd-numbered years, and the Vice President and Treasurer shall be elected in even-numbered years.

6.     The term of office shall commence on January 1 after the annual election. Officers shall serve for a term of two years or until their successors are elected.

7.     The Board of Directors shall appoint a member from the voting membership to fill any vacancy for the unexpired portion of the term of office.

8.     The Board of Directors may remove an officer from office whenever it determines the officer has failed to discharge the duties of their office as specified in the By-Laws or has not complied with the provisions of Article IV, Powers and Authority, of the By-Laws.

9.     The voting membership may remove an officer from office by a majority vote at a called membership meeting.

10.  The Board of Directors may appoint Program Coordinators as needed to support Association programs and events. Their term of office shall commence upon appointment for a period mutually determined by the Program Coordinator and the Board of Directors.

11.  The Board of Directors may terminate a Program Coordinator’s appointment whenever it determines the relevant program or event is no longer approved or it determines the Program Coordinator has failed to discharge the duties of their position.

Article VIII

Elections

1.     The Board of Directors shall appoint a Nominating Committee at the first Board of Directors meeting of the year consisting of the elected officers whose term does not expire in the current year plus one member from the voting membership.

2.     A notice shall be sent to all members containing the offices to be filled, the names of the Nominating Committee members and the due date for nominations to be submitted not later than April 30. The notice shall also be posted on the Association website.

3.     The Nominating Committee shall prepare a slate of at least one candidate for each office to be filled and report the list of candidates and offices to the Board no later than July 31.

4.     A notice shall be sent to all members entitled to vote not later than August 31containing the candidates for each office and the voting process.

5.     Ballots shall be sent to all members entitled to vote during the first week of October. Ballots shall be secret, specific to each member and may be electronic or paper. Completed ballots must be electronically dated or postmarked no later than October 31 to be counted.

6.     The Nominating Committee shall count the votes, determine the candidate with the greatest number of votes and inform the Board of Directors and the winning candidates of the results of the election within two weeks after the close of the election.

7.     A notice shall be sent to all members entitled to vote containing the results of the election no later than the end of November. The notice shall also be posted on the Association website.

 Article IX

Duties of The Board and the Executive Committee

1.     President

a.      presides at the Board of Directors and membership meetings.

b.     ensures that the business of managing the Association is conducted properly and according to the By-Laws.

c.      ensures that the nomination and election of officers is conducted properly and according to the By-Laws in even years.

d.     nominates coordinators for Association programs, events, and scholarships.

e.      represents or designates a representative to the Association at the International Hunter Education Association (“IHEA”) Annual Conference. The President or designated officer’s reasonable registration and temporary living expenses incurred while attending the IHEA Annual Conference shall be reimbursed by the Association. Travel expenses are the responsibility of the person representing the Association at the IHEA Annual Conference.

2.     Vice President

a.      assists the President during Board of Directors and membership meetings.

b.     ensures that the nomination and election of officers is conducted properly and according to the By-Laws in odd years.

c.      assumes the duties of the President during the President’s absence, illness, incapacity, or removal and until such time as the President is able to resume their duties or their term expires.

3.     Recording Secretary

a.      records and distributes minutes of all Board of Director and membership meetings, conference calls, and decisions.

b.     maintains and updates the membership list and provides it to the Communications Secretary and Treasurer upon each update.

c.      maintains the records required to manage the Association including, but not limited to, the By-Laws, meeting minutes and membership lists for a period of five years after the year in which they were created or revised.

d.     Prepares and submits Virginia SCC annual registration and other regulatory compliance documents as needed.

4.     Communications Secretary

a.      prepares and manages all communications material.

b.     develops a brand voice and maintains brand integrity across all platforms.

c.      manages media relations.

d.     develops and maintains contacts with media members, influencers, and community leaders.

e.      assists in the creation of digital, video, audio, and print content.

f.      manages public perception of the Association, which incorporates developing marketing and communication strategies as well as understanding the importance of timing in sending messages.

5.     Treasurer

a.      ensures transparency, accountability, and fiscal responsibility for the Association. This includes but is not limited to:

i.     assuring bank and financial accounts are complete and accurate,

ii.     financial statements are reconciled,

iii.     appropriate financial reports are prepared and submitted,

iv.     expenses are properly documented and approved,

v.     adequate funds are available to meet financial obligations, and

vi.     processing payment or reimbursement of approved expenses.

b.     issues membership dues renewal notices.

c.      works with the Board of Directors to prepare the annual budget.

d.     prepares and files annual Federal tax return.

6.     Program Coordinator

a.      plans, organizes, and leads or coordinates Association participation in a program, event, fundraiser, or scholarship approved by the Board of Directors.

b.     provides input during the preparation of the annual budget.

Article X

Meetings

1.     One meeting for the entire Association membership shall be held each year at the Fall DWR Hunter Education Advanced Training or at a date and location determined by the Board of Directors if the Fall DWR Hunter Education Advanced Training is not held. This meeting shall constitute the official Annual Meeting for the purpose of presenting candidates for offices to be filled and for any other business that should come before the Association membership.

2.     Special meetings for the entire Association membership may be held by the Board of Directors as needed to conduct the business of the Association.

3.     Notice shall be sent to all members at least fifteen business days in advance of Annual, special and Board of Directors meetings. The notice shall also be posted on the Association website.

4.     Annual, special and Board of Directors meetings shall be conducted in accordance with the most recent revised edition of Robert’s Rules of Order unless otherwise dictated herein.

5.    The President may call for a vote of the Board of Directors or the entire membership by as needed to conduct the business of the Association.

6.     Members voting shall constitute a quorum, and a majority of those votes is needed for the adoption of any measure.

7.     A majority vote of the membership shall constitute the highest authority of the Association and said vote may be recorded by paper or electronic ballot.

Article XI

Dues

1.     The Association’s fiscal year commences each January 1 and ends each December 31.

2.     Dues shall be Annual.

3.     Annual dues amounts shall be determined by the Board of Directors based on budgeted expenses necessary for the operation of the Association. Changes to dues shall be made for the following year and are subject to approval by the membership.

4.     Annual dues shall be due and payable on the first day of January and shall be considered current for the year if paid by the last day of February.

5.     Dues shall be considered current for the fiscal year for members who paid Life dues prior to Life member status being discontinued.

Article XII

Fiscal Matters

1.      The Association may derive revenue from membership dues, donations, fundraising activities, and paid sponsorships. The Board of Directors is not authorized to borrow funds without prior membership approval.

2.      The Board of Directors shall approve an annual budget of revenues and expenses not later than December 31 for the following fiscal year. The budget shall be posted on the Association website and provided to members on request.

3.      The Board of Directors shall approve all proposed expenses in advance if the expense will cause the annual expense budget to be exceeded.

4.      All items purchased by or donated to the Association are the property of the Association and may not be sold, donated, or disposed of without prior approval of the Board of Directors unless the item(s) are purchased or donated specifically for an approved fundraising or program event.

Article XIII

Products and Services

1.     The Board of Directors shall be authorized to employ such firms or persons and to make such expenditures as are required for the orderly conduct of Association business.

2.     With the approval of the Executive Board, the Association may accept such assistance in personnel, services, data, materials, and funds as may be available from any appropriate source or sources.

Article XIV

Indemnification

1.     The Association shall indemnify, defend and hold harmless any person who was or is a party or who was or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding either civil, criminal, administrative, or investigative by reason of the fact that he or she is or was a director, officer, committee chair or member, employee or agent of the Association serving at the request of the Association as a director, officer, employee, committee chair or member or agent of the Association or of another enterprise, against all demands, claims, causes of actions, cost, fees, expenses (including attorney’s fees), judgments, fines, excise taxes, and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit, or proceeding to the extent that such person is not insured or otherwise indemnified; provided, the power to so indemnify, has not been limited or prohibited by statute, and such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Association and, with respect with any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.

2.     For this purpose, the Board of Directors may, and on request of any such person shall be required to, determine in each case whether the foregoing standards have been met, or such determination shall be made by independent legal counsel if the Board of Directors so directs or if the Board of Directors is not empowered by statute to make such determination.

3.     The foregoing indemnification shall not be deemed exclusive of any other right to which one indemnified may be entitled, both as to action in his or her official capacity and as to action in another capacity while holding such office, and shall insure to the benefit of the heirs, executors, and administrators of any such person.

4.     The Board of Directors shall have the power to purchase and maintain, at the Association’s expense, such insurance as may be reasonable and prudent on behalf of the Association and others to the extent that the power to do so has not been limited or prohibited by statute and give other indemnification to the extent not prohibited by law.

Article XV

Amendments

1.     These Bylaws may be altered, amended, or repealed and new By-Laws may be adopted by a majority of the members voting.

2.     Notice of proposed By-Law changes shall be sent to all members with a request for review and comment on proposed By-Laws changes. The notice shall also be posted on the Association website.

3.     Members shall be allowed thirty business days to review and comment on proposed By-Law changes before the President may call a vote on the proposed changes.

Approved by the membership June 2, 2023