Virginia Sheriffs’ Association By-laws
Article I – Membership
Sec. 1. Active members.
Active members shall consist of sheriffs and deputy sheriffs who are members in good standing in the Virginia Sheriffs Association, Inc. (the ” Association” ). Active members of the Association shall have the right to vote in connection with all actions taken by the members of the Association, including but not limited to, the election of the Board of Directors, pursuant to Article I, Section 2 of these Bylaws.
Sec. 2. Voting Powers of Active Members.
Each sheriff’s office shall be entitled to two (2) votes. One vote from each office shall be cast by the member sheriff. In addition, one vote from each office shall be cast on behalf of the member deputies, by a member deputy chosen from the other member deputies in each respective office.
Sec. 3. Nonactive members.
Nonactive members shall consist of the following:
- (A)Associate members.
Associate members shall be individuals who show an interest in and desire to further the purposes of the Association. Associate members may attend all Association meetings, but shall have no right to vote.
- (B) Honorary members.
Honorary members shall be individuals who have demonstrated exemplary service to enhance the criminal justice profession. Any active member may nominate a person for honorary membership by sending a written nomination to the Nominating Committee of the Association at least sixty (60) days prior to the annual meeting of the Association. This committee shall submit a list of nominees at the annual meeting to be voted on by the Active membership pursuant to Article I, Section 2 of these Bylaws. Honorary members may attend all Association meetings, but shall have no right to vote.
- (C)Lifetime members.
Any Active member may nominate a person for lifetime membership by sending a written nomination to the Chairman of the Nominating Committee at least sixty (60) days prior to the annual meeting of the Association. This committee shall submit a list of nominees at the annual meeting to be voted on by the Active membership pursuant to Article I, Section 2 of these Bylaws. Lifetime members may attend all Association meetings, but shall have no right to vote. Lifetime member nominations shall consist only of former Active members who were sheriffs or deputy sheriffs.
Sec. 4. Removal of Nonactive members.
Nonactive members may be removed as follows:
- (A)Associate members may be removed by majority vote of the Board of Directors present and voting.
- (B) Honorary members may be removed by two-thirds vote of the Active members present and voting pursuant to Article I, Section 2 of these Bylaws.
Article II – General Membership Meetings
Sec. 1. Annual meetings.
The Association shall hold an annual meeting of the members. Each member of the Association shall be notified in writing at least fifteen (15) days prior to the annual meeting. The annual meeting of the Association shall be held each year at such hour, on such day, and at such place, within or without the Commonwealth of Virginia, as fixed by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.
Sec. 2. Special meetings.
Special meetings of the members of the Association may be called by the President, the Board of Directors, or not less than one-third (1/3) of the Active members. No business, other than that specified in the notice for the special meeting, shall be transacted. Each member of the Association shall be notified in writing not less than fifteen (15) nor more than sixty (60) days prior to the date of the meeting. Notwithstanding the foregoing, however, notice of a meeting of the members to act on an amendment to the Articles of Incorporation, plan of merger, a proposed sale of substantially all of the assets, or the dissolution of the Association shall be delivered not less than twenty-five (25) nor more than sixty (60) days prior to the date of the meeting.
Sec. 3. Quorum.
A quorum of the Association membership shall be twenty-five (25) Active members.
Sec. 4. Proxy for general membership meeting.
At all meetings of the membership, Active members may vote by proxy pursuant to Article I, Section 2 of these Bylaws. Each proxy shall be in writing and shall be valid only if it (i) is signed by the Active member granting the proxy, (ii) names the person who shall vote for the Active member in question, and (iii) specifies at which meeting it shall be used.
Article III – Dues
Sec. 1. Dues.
The dues for membership shall be established by the Active membership at the annual meeting.
Article IV – Board of Directors
Sec. 1. Authority.
The Board of Directors shall be responsible for the management of the Association and shall have the authority to act on behalf of the Association, as they deem proper, but not in conflict with these Bylaws, the Articles of Incorporation of the Association or the laws of the Commonwealth of Virginia.
Sec. 2. Composition.
The Board of Directors shall consist of Active members who shall be the officers of the Association, the Regional Directors of the Association, the Chairman of the Legislative Committee, and the Immediate Past President, and three other past presidents of the Association, who are active members in good standing.
Sec. 3. Election.
The Board of Directors shall be elected by the Active members at the annual meeting pursuant to Article I, Section 2 of these Bylaws. Vacancies occurring on the Board of Directors between annual meetings shall be filled by majority vote of the Board of Directors.
Sec. 4. Term of office.
Directors shall serve for a term of one year or until their successors are duly elected and qualified.
Sec. 5. Directors’ meetings.
Regular meetings of the Board of Directors shall be held immediately following the annual meeting of the members and at such other times as the Board of Directors may determine. Special meetings of the Board of Directors may be called by the President at any time, and shall be called by the President or the Secretary upon written request of four (4) Directors.
Sec. 6. Notice of meetings.
Notice of meetings shall be given to each Director at least seven (7) days prior to the meeting.
Sec. 7. Voting.
Action by the Board of Directors shall be by a majority vote of the Directors present.
Sec. 8. Quorum.
A quorum shall consist of nine (9) members of the Board of Directors
Sec. 9. Regional Directors.
Regional Directors shall have the responsibility to keep the Active members in their particular Region informed on all matters of Association business.
Article V – Officers
Sec. 1. Number.
The officers of the Association shall be the President, the First Vice-President, the Second Vice-President, the Secretary and the Treasurer. No officer shall hold more than one office in the Association.
Sec. 2. Election.
All officers of the Association shall be elected annually by the Active members and shall be ratified by the Board of Directors at the annual meeting and shall hold office for a term of one year or until their successors are duly elected and qualified. The Board of Directors may appoint such other officers, agents, and employees as it shall deem necessary who shall have such authority, and shall perform such duties as from time to time shall be prescribed by the Board.
Sec. 3. Duties of officers.
The duties and powers of the officers of the Association shall be as follows:
The President shall preside at all meetings of the Board of Directors and the members. He shall present at each annual meeting of the members and Directors a report of the condition of the business of the Association. He shall cause to be called annual and special meetings of the members and regular and special meetings of Directors in accordance with these Bylaws. He shall sign and make all contracts and agreements in the name of the Association.
He shall see that the books, reports, statements and certificates required by law are properly kept, made, and filed according to law. He shall enforce these Bylaws and perform all the duties incidental to the position and office of President, and which are required by law. He shall sign, make, and endorse in the name of the Association, all checks, drafts and warrants, and orders for the payment of money, and pay out and dispose of the same and receipt thereof, under the direction of the Board of Directors in the absence of the Treasurer.
- First Vice-President
During the absence or inability of the President to render and perform his duties or exercise his powers, as set forth in these Bylaws, or in the laws under which this Association is organized, the same shall be performed and exercised by the First Vice-President; and when so acting he shall have all the powers and be subject to all the responsibilities hereby given to or imposed upon such President.
- Second Vice-President
During the absence or inability of the First Vice-President to render and perform his duties or exercise his powers, as set forth in these Bylaws, or in the laws under which this Association is organized, the same shall be subject to all the responsibilities hereby given to or imposed upon such First Vice-President.
The Secretary shall keep the minutes of the meetings of the Board of Directors and of the members in appropriate books of record. He shall send all notices relating to meetings of the Directors and members of the Association. He shall be custodian of the records of the Association. He shall present to the Board of Directors at their meetings all communications addressed to him officially by the President or any officer, Director, or member of the Association. He shall attend to all correspondence and perform all the duties incident to the office of Secretary. He may assign duties attending correspondence to the Executive Director of the Association, upon approval of the Board of Directors.
The Treasurer shall have the care and custody of, and be responsible for, all the funds and securities of the Association, and deposit all such funds in the name of the Association in such bank or banks, trust company or trust companies or safe deposit vaults as the Board of Directors may designate. He shall sign, make and endorse in the name of the Association, all checks, drafts, warrants, and orders for the payment of money, and pay out and dispose of same and receipt therefor, under the direction of the Board of Directors. He shall exhibit at all reasonable times his books and accounts to any Director or member of the Association upon application at the office of the Association during business hours. He shall render a statement of the condition of the finances of the Association at each regular meeting of the Board of Directors, and at such other times as shall be required of him, and a full financial report at the annual meeting of the membership. He shall keep at the office of the Association correct books of account of all its business and transactions and such other books of account as the Board of Directors may require. He may assign ministerial duties to the Executive Director of the Association, upon approval of the Board of Directors.
He shall assist the Executive Director in filing all financial records of the Association, including an annual budget, monthly revenue and expense report, and a quarterly financial report listing each expenditure and purpose.
He shall do and perform all duties appertaining to the officer of Treasurer. The Treasurer shall give to the Association such security for the faithful discharge of his duties as the Board of Directors may direct.
Sec. 4. Compensation of officers.
The officers shall not receive any salary or compensation for their services, but may be reimbursed for actual expenses approved by the Board of Directors.
Sec. 5. Executive Director.
The Board of Directors may appoint an Executive Director who shall perform such duties as the Board of Directors or Active membership may prescribe. The Executive Director may be compensated for his services as the Board of Directors may prescribe.
Article VI – Indemnification of Directors and Officers
Sec. 1. Indemnification.
The Association shall indemnify, to the fullest extent permitted by the Virginia Nonstock Corporation Act, as such Act exists now or may hereafter be amended, its Directors, officers, employees and agents who are made a party to any proceeding by reason of their office for acts or omissions performed in their official capacity.
Article VII – Limitation of liability of Directors and Officers
Sec. 1. Limitation of Liability.
The liability of any Director or officer in any proceeding brought by members (or a member) of the Association in the right of the Association or on behalf of the members (or a member) of the Association, unless otherwise provided by the laws of the Commonwealth of Virginia, shall be limited to One Hundred Dollars ($100.00) for any damages assessed against a Director or officer arising out of any single transaction, occurrence, or course of conduct pursuant to Section 13.1-870.1 of the Code of Virginia, as may be amended from time to time. If an individual is both a Director and an officer, the limitation on liability stated above shall be the total aggregate amount of liability to which such person may be subject. However, pursuant to Section 13.1-870 of the Code of Virginia, the liability of a Director or officer shall not be limited as provided in this Article VII of these Bylaws if the Director or officer engaged in willful misconduct or a knowing violation of the criminal law.
Article VIII – Seal
Sec. 1. Seal.
The Association may have a seal. The form of such seal shall be designated by the Board of Directors.
Article IX – Bills, Notes, etc.
Sec. 1. How made.
All bills payable, notes, checks, drafts, warrants, or other negotiable instruments of the Association shall be made in the name of the Association, and shall be signed by at least two of the following persons, pursuant to the approved budget: the Treasurer, the Executive Director or the President. No officer or agent of the Association, either singly or jointly with others, shall have the power to make any bills payable, note, check, draft or warrant, or other negotiable instrument, or endorse the same in the name of the Association, or contract or cause to be contracted any debt or liability in the name or on behalf of the Association, except as herein expressly provided by these Bylaws.
Sec. 2. Political Action Committee.
The Board of Directors may authorize the Executive Director to be the sole administrator of the Political Action Committee of the Association and all of its funds.
Article X – Nomination
Sec. 1. Nominating Committee.
The Board of Directors shall appoint a Nominating Committee consisting of five (5) Active Members, of which no less than three (3) shall be past Presidents of the Association, if possible. The Nominating Committee shall consider and nominate candidates for officers, Regional Directors of the Association, and three Past Presidents to serve on the Incoming Board of Directors. Members of the Nominating Committee shall be ineligible for nomination as officers or members of the Board of Directors of the Association, except to serve on the Board as a past president. In the event a majority of sheriffs in any region indicates to the Nominating Committee in writing before April 1 their choice of an active member to serve as Regional Director, then the Nominating Committee shall nominate that individual as a Regional Director at the annual meeting.
The Nominating Committee shall select its Chairman, who shall notify the Directors and the Active members at least fifteen (15) days prior to the annual meeting, of the nominees for the ensuing year. The report shall include the names of the nominees and the names of the retiring officers.
All members of the Nominating Committee shall be notified in writing at least seven (7) days prior to a Nominating Committee meeting. At least three (3) members of the Nominating Committee shall be present in order for candidates to be considered and nominated by the committee.
Article XI – Regional Designations
Regional designations shall be as follows:
City of Bristol
City of Norton
City of Danville
City of Lynchburg
City of Martinsville
City of Buena Vista
City of Radford
City of Roanoke
City of Salem
City of Charlottesville
City of Staunton
City of Waynesboro
City of Fredericksburg
City of Winchester
Prince William Co.
City of Alexandria
City of Falls Church
King George Co.
King & Queen Co.
King William Co.
Charles City Co.
New Kent Co.
City of Colonial Heights
City of Petersburg
City of Richmond
Prince Edward Co.
Prince George Co.
City of Emporia
City of Hopewell
Isle of Wight Co.
James City Co.
Williamsburg-James City Co.
City of Chesapeake
City of Hampton
City of Newport News
City of Norfolk
City of Portsmouth
City of Suffolk
City of Virginia Beach
Article XII – Committees and Appointments
Sec. 1. Standing Committees.
Members of all committees shall be Active members only. The standing committees shall be as follows:
- Legislative Committee.
The Legislative Committee shall be responsible for considering all matters relating to legislation affecting the office of sheriff in Virginia. The Board of Directors shall automatically serve on the Legislative Committee. In addition, the President shall appoint the Chairman and eight (8) other members.
- Audit Committee.
The Audit Committee shall be responsible to ensure that the financial transactions of the Association are properly audited.
- Bylaws Committee.
The Bylaws Committee shall be responsible for considering amendments proposed to the Bylaws and to present recommendations to the Active membership at the annual meeting.
Sec. 2. Appointed by the President.
All committees and their Chairmen shall be appointed by the President, unless otherwise provided in these Bylaws.
Sec. 3. Other Appointments.
The President shall make other appointments as necessary, including but not limited to, a parliamentarian, two (2) sergeants-at-arms and a chaplain.
Article XIII – Procedures
Roberts’ Rules of Order shall govern the procedures to follow at all meetings of the membership and the Board of Directors of the Association.
Article XIV – Amendments
Sec. 1. How Amended.
These Bylaws may be altered, amended, or added to by the vote of the Active members of the Association, pursuant to Article I, Section 2 of these Bylaws at any annual meeting of the said members, or at a special meeting of such members called for that purpose, provided a quorum of the Active members is present at such meeting. Any Amendment proposed to alter, amend or add to the bylaws pursuant to this section must be submitted to the executive director prior to January 1st of the year of the annual meeting at which it is to be considered. The amendment shall be delivered to the membership in writing at least 90 days prior to the annual meeting.
Article XV – Severability Clause
If any section or article or any part of these Bylaws shall be determined null and void, the remaining provisions shall be in full force and effect.