BYLAWS
of the
Virginia Electoral Board Association

ARTICLE I: NAME

The name of this organization shall be the Virginia Electoral Board Association (VEBA).

ARTICLE II: PURPOSE

To facilitate free and fair elections with the highest standard of integrity in Virginia, to promote communications between its members, the General Registrars, the Department of Elections, the State Board of Elections, and elected officials including members of the General Assembly.

ARTICLE III: MEMBERS

Section 1. Classes.
Membership in VEBA shall be available, divided into the following classes:

A. Active Member – Any person who currently serves as an active member of an Electoral Board for a locality within the Commonwealth of Virginia and whose dues are current.

B. Associate Member – (i) all persons currently employed as General Registrar; (ii) former members of Electoral Boards and former General Registrars; (iii) election administrators employed by Electoral Boards and current or former members of the State Board of Elections, whose dues are current.

C. Emeritus Member – Any Active Member or Associate Member of VEBA who has been in good standing in VEBA for at least twenty-five years shall automatically become an Emeritus Member.

Section 2. Admission to Membership.
A. An individual shall be admitted to membership in VEBA after (i) submitting to the Board of Directors an application in a form approved by such Board; (ii) verification of said application by the Board of Directors; (iii) payment of the membership dues established by the Board of Directors; (iv) the satisfaction of the qualification for membership as set forth in Section 1.A or 1.B above.

B. Any person who fulfills the qualification for membership as set forth in Section I.C above shall automatically become an Emeritus Member of the Association.

Section 3. Dues.
A. Annual dues for the various members shall be determined by majority vote of the Board of Directors and shall be due and payable as determined by the Board of Directors.

B. Emeritus Members shall pay no dues.

Section 4. Rights and Responsibilities.
A. Only Active Members shall have voting rights in the affairs of VEBA.

B. All Active Members shall have the right to be elected and serve as officers of VEBA.

C. All VEBA members pledge to maintain the highest standards of ethics, integrity, and compliance with the “VEBA Ethical Principles and Code of Conduct”.

ARTICLE IV: THE EXECUTIVE COMMITTEE

Section 1. The Executive Committee shall implement the directives of the Boards of Directors and otherwise manage the day-to-day affairs of VEBA on behalf of the Board of Directors.

Section 2. Officers.
The officers of the Executive Committee shall be a President, a First Vice President, a Second Vice President, a Secretary, a Treasurer, and the Immediate Past President.
(a) No person shall serve as an officer of VEBA unless he or she is an Active Member of VEBA in good standing.
(b) The officers of VEBA shall serve without compensation.

Section 3. Officer Term and Term Limits.
A. Each officer shall serve a term beginning at the close of elections in the year elected and continuing until elections held in the next even-numbered year and until their successors are selected and qualified, or until death, resignation, or removal.

B. The President shall serve one term then automatically be appointed to Immediate Past President for one term.

C. The First Vice President shall serve one term then automatically be appointed President for one term.

D. The Second Vice President shall serve one term and shall not be eligible to serve a second consecutive term but shall be eligible to be selected for another office.

E. The Secretary and Treasurer shall serve no more than two terms. However, the Board of Directors may waive this restriction and permit an incumbent to run for additional terms.

Section 4. Officer Duties.
A. President – The President is the chief executive officer of VEBA. The President shall (i) preside over all meetings of the association; (ii) have such other responsibilities and powers as may be delegated by the Board of Directors, subject to the provisions of these Bylaws; (iii) be subject to the policies, control, and direction of the Board of Directors; (iv) appoint a liaison to the State Board of Elections and a liaison to the Voter Registrars Association of Virginia.
a . The President shall have the authority to appoint a member of the Association to serve as acting Secretary, to perform such duties as required, in the event the Secretary is absent or otherwise unable to perform their duties.
b . The President shall have the authority to appoint a member of the Association to serve as acting Treasurer, to perform such duties as required, in the event the Treasurer is unable to perform their duties.

B. First Vice President – In the absence or disability of the President, the First Vice President shall perform all the duties of the President; (i) when so acting shall have all the powers of, and be subject to all the restrictions on, the President; (ii) shall have such other powers and perform such other duties as may be delegated by the Board of Directors subject to the provisions of these Bylaws.

C. Second Vice President – The Second Vice President shall; (i) perform such duties as may be assigned by the Board of Directors, subject to the provisions of these Bylaws; and (ii) shall co-chair the Legislative Committee.

D. Secretary – The Secretary shall perform the duties assigned by the Board of Directors including, but not limited to, (i) serving as the custodian of the Association records including but not limited to, these bylaws, a list of all members and officers, the reports of all meetings of the Board of Directors and the Executive Committee; (ii) calling the roll at all Regular and Special meetings, keeping the roll of all Executive Committee meetings, and keeping meeting attendance records; (iii) takes the minutes of all Regular and Special meetings, Board of Directors meetings, and Executive Committee meetings; (iv) retaining the minutes and reports of all Standing and Ad hoc committee meetings; (v) producing Association documents for inspection when such inspection is requested; (vi) as soon as practicable after an election of Officers and Directors advising the Secretary of the State Board of Elections of the names and addresses of each member of the Board of Directors; (vii) upon leaving office the Secretary shall surrender, to the incoming Secretary, all documents, property of the organization, and any passwords to electronic media, within five days of leaving office.

E. Treasurer – The treasurer shall perform duties assigned by the Board of Directors including, but not limited to, (i) keeping the finance records of the Association; (ii) submitting at each Annual Meeting of VEBA and at each Board of Directors meeting a report for the current fiscal year of all receipts and disbursements during such period, all obligations outstanding at the end of such period, and all assets of VEBA with any comments as to current and prospective future financial position that may deem informative; (iii) serving as the Chair of the Finance Committee; (iv) reviewing all financial instruments and/or contracts securing Board of Directors approval and signatures; (v) upon leaving office the Treasurer shall surrender, to the incoming Treasurer, all documents, financial records, property of the association, and any passwords to electronic media, within five days of leaving office.

ARTICLE V: DISTRICT DIRECTORS

Section 1. Office of District Directors.
There shall be one Active Member in good standing elected as the District Director for each of the following seven Districts: North Central; Northern; South Central; Southern; Southwest; Tidewater; and Western. District Directors shall serve without compensation.

Section 2. Term and Term Limits.
Each director shall serve a term beginning at the close of elections in the year elected and continuing until elections held in the next even-numbered year and until their successors are selected and qualified, or until death, resignation, or removal. No District Director may be elected to more than two consecutive terms, however, the Board of Directors may waive such term limits.

Section 3. Duties.
District Directors shall (i) solicit the local Electoral Boards in their districts to join VEBA; (ii) assist to collect delinquent dues in their assigned districts; (iii) foster good relations between and among VEBA and the local Electoral Boards in their districts; (iv) administer public relations for VEBA in their districts; (v) annually hold one in-person member meeting within their assigned district; (vi) call additional in-person or virtual district meetings as needed; (vii) serve as the communication link between VEBA leadership and constituents; (viii) notify the chairperson of the Membership Committee of any membership changes within their assigned district; (ix) follow the guidelines in “VEBA District Director Responsibilities and Guidelines.”; (x) perform any additional duties assigned by the Board of Directors.

ARTICLE VI: BOARD OF DIRECTORS

Section 1. Membership.
The Board of Directors shall consist of the Executive Committee and the District Directors. The President shall serve as Chairperson of the Board of Directors. Chairpersons of committees, as may be established, shall serve as non-voting ex-officio members of the Board of Directors.

Section 2. Powers.
All powers of VEBA shall be exercised by, or under the authority of, the Board of Directors, and the business and affairs of VEBA shall be managed under the direction of the Board of Directors.

Section 3: Resignation; Removal; Vacancy.
A. Resignation – A member of the Board of Directors may resign, at any time, by giving written notice to the Secretary of VEBA. Such resignation shall take effect at the time specified therein or if no time is specified, then upon receipt of the resignation by the Secretary. Acceptance of such resignation shall not be necessary to make it effective unless the resignation is conditioned on acceptance.

B. Removal (Executive Committee) – Any member of the Executive Committee who shall, without reasonable cause; and/or (i) fail to attend three consecutive meetings of the Board of Directors; (ii) fail to discharge the duties of a director in accordance with the director’s good faith judgment of VEBA’s best interests may be removed by a two-thirds vote of the Active Members of VEBA present at a quorate meeting called for the purpose of removing any such officer.

C. Removal (District Director) – Any District Director who shall, without reasonable cause; (i) fail to attend three consecutive meetings of the Board of Directors; and/or (ii) fail to discharge the duties of a director in accordance with the director’s good faith judgment of VEBA’s best interests may be removed by a two-thirds vote of the Board of Directors at a quorate meeting called for the purpose of removing any such director.

D. Vacancy – Except for the First Vice President; (i) a vacancy on the Board of Directors occurring for any reason, upon consultation with the Nominating Committee, may be filled by appointment by the President and ratified by majority vote of the Board of Directors. The successor shall serve the balance of the vacated position term; (ii) if the position of President becomes vacant the First Vice President shall automatically become President for the balance of the outgoing President’s term if eighteen months, or more, of term remain or for the balance of the outgoing President’s term plus two years if seventeen months or less of term remain; (iii) If the First Vice President is unable or unwilling to serve as President in the event that the office of President becomes vacant, then the Second Vice President shall act as President pro tempore until a Special Election can be called to fill the unexpired term; (iv) if the position of First Vice President becomes vacant, for any reason, a Special Election shall be held to fill the unexpired term; (v) If the position of Immediate Past President becomes vacant, it shall remain vacant until the current President’s term ends and that individual automatically becomes the Immediate Past President.

ARTICLE VII – ELECTION OF OFFICERS AND DIRECTORS

Section 1: Election of Officers.
The election of officers shall be conducted by in-person vote and/or by an internet-based voting system selected by the Board of Directors. Each Active Member shall have one vote, and no proxy votes shall be allowed.

A. The First Vice President shall automatically become the President on the last day of April in the even numbered years or at the close of elections held during a membership meeting in the even numbered years, whichever comes first.

B. The membership shall elect the First Vice President, Second Vice President, Secretary, and Treasurer at a membership meeting held in even-numbered years. If a meeting is not held in an even-numbered year, the previously elected officers and directors shall remain in their office until the next membership meeting or until a Special Election is called to elect the officer(s).

C. The Nominating Committee shall present a list of all nominees, by position. There shall be no limit on the number of candidates that may be nominated for any position, however, no nomination shall be considered unless it is seconded, and no seconding speeches shall be permitted. Any Active Member of the Association may nominate a candidate for any position up for election, subject to the restrictions in Section D below. The President shall preside over and conduct elections.

D. Limitations on Nominations
(a) A nomination for the office of First Vice President shall only be accepted if the individual nominated represents the opposite political party from that represented by the individual who will assume the office of President at the close of the annual meeting at which the election is held (or in the case of a Special Election to fill a vacancy in the office of First Vice President of the individual who is President at the time of the election).
(b) A nomination for the office of Second Vice President shall only be accepted if the individual nominated represents the same political party as that represented by the individual who will assume the office of President at the close of the annual meeting at which the election is held.

E. Conduct of Elections
(a) If only one candidate is nominated for any office after the nominations are closed by a majority vote of those in attendance the President shall declare each candidate elected without further debate or vote.
(b) If there is more than one candidate nominated for any office, an election shall be held by internet-based voting system and as needed, paper ballot. If no candidate receives a majority of the votes cast on the first ballot, a second ballot shall be taken on which only the two candidates receiving the most votes on the first ballot shall be eligible for the election. The candidate thereupon receiving a majority of the votes cast shall be elected.

Section 2: District Directors
The District Directors shall be elected by the Active Members of the geographical district for which the Director will be elected. Only Active Members of the Association from the district may offer nominations for the office of the District Director and any individual nominated to serve as District Director must be from the geographical district for which the Director will serve.

Section 3: Special Elections.
A. The Board of Directors shall call a Special Election in the event of:
1. A vacancy in the office of First Vice President.
2. A vacancy in the office of President if the First Vice President is unable or unwilling to serve as President.

B. The Board of Directors shall set the date of any Special Election so that it falls not fewer than fourteen days and not more than thirty days after the vacancy prompting the Special Election occurs. Notwithstanding the prior sentence, in the event the vacancy occurs not more than four months prior to an annual meeting of the Association, the Board may set the date of the Special Election to coincide with the annual meeting.

C. The Nominating Committee shall nominate candidates, notify the membership, and conduct the Special Election according to the provisions of Article VII, Section 1.C and Article VIII, Section 3.B.

ARTICLE VIII – COMMITTEES

Section 1 -Standing and Ad Hoc Committees.
These standing and ad hoc committees shall be comprised of such members of the Association in good standing as may be appointed by the President and ratified by majority vote of the Board of Directors. Standing Committees shall continue in existence from year to year and have staggered terms of membership to maintain continuity in purpose and activity. Ad Hoc committees shall be of specific purpose and duration, specified by the Board of Directors at the time of their creation. The Board of Directors shall appoint the Chairperson(s) of all committees unless otherwise provided herein.

A. To the extent practicable all committee membership should have political party parity.

B. No Committee shall have the power to incur any expenses, indebtedness, or obligations on behalf of VEBA without the approval of the Board of Directors except that the Executive Committee shall have the power to do so to the extent permitted by the Board of Directors and subject to the requirement that the President and Treasurer both sign any such obligation.

C. The Chairperson of each committee shall cause a written report to be made as to its activities and recommendations upon request of the Board of Directors, and an annual report shall be submitted on behalf of each committee as to its activities for the preceding term no later than 10 days in advance of each Annual Meeting of VEBA.

Section 2 – Term
A. A member of any standing committee, except for a member who is also a member of the Board of Directors, shall serve a three-year term and shall be eligible for reappointment to an unlimited number of additional terms. A member of a standing committee who is also a member of the Board of Directors shall continue in service on the committee during their tenure as a member of the Board.

B. The Nominating Committee shall be appointed, as needed, to seek nominees for election and shall be dissolved immediately after the election is completed.

C. Ad hoc committees may be appointed to perform specific duties as designated by the Board of Directors and shall be dissolved immediately after the duties are completed.

Section 3 – Standing Committees.
A. Finance Committee. (i) shall consist of six members: the Treasurer, two members of the Board of Directors other than the Treasurer, and three Active Members not on the Board of Directors (ii) the Treasurer shall serve as the Chairperson of the committee; (iii) the First Vice President shall serve as an ex-officio member; (iv) the three members who are not members of the Board of Directors shall serve staggered terms with one three-year term expiring each year on April 1.

The duties of the Finance Committee shall include (i) preparation of an annual budget to be adopted by the Board of Directors; (ii) preparation and presentation of quarterly reports as to the financial condition of VEBA; (iii) make recommendations as to any needed budget amendment(s); (iv) receiving and reviewing financial reports from each committee; (v) supervision of the preparation and submission of all required federal, state, and local tax returns and annual reports; and (vi) performing such other specialized services as may be deemed necessary and appropriate, and to make recommendations to the Board of Directors as to financial planning and related matters; (vii) shall, with the approval of the Board of Directors, appoint three Active Members to perform an annual audit of all financial books and records.

B. Nominating Committee. This committee shall consist of the three most recent past Presidents of VEBA who remain Active or Emeritus Members in VEBA. If there are not three past presidents who remain members in VEBA, then the President shall appoint members of the committee as needed to achieve three. The Board of Directors shall ratify the appointments. The most recently serving past president shall be Chairperson. If no past presidents are members of the Committee, the President shall name one of the members as Chairperson.

The duties of the Nominating Committee shall include (i) notifying the membership of VEBA, by email and website posting at least sixty days prior to an election as to the membership of the Committee and that the Committee will receive nominations, for all available positions, in a format determined by the Committee; (ii) allowing a reasonable time in which to receive nominations; (iii) reporting the list of all nominees received, by position, to the Board of Directors not later than twenty-one days prior to the election and the Nominating Committee shall thereafter, not less than fourteen days prior to the election, advise the membership, by email and website posting, of the nominees for the respective positions to be filled; (iv) the President shall facilitate a candidate forum prior to the election.

C. Membership Committee. This committee (i) shall consist of six Active Members of VEBA appointed by the Board of Directors; (ii) The members of the Committee shall serve three-year terms staggered such that two three-year terms expire each year on April 1.

The duties of the Membership Committee shall include (i) undertaking such activities that promote membership in VEBA; (ii) reviewing and updating the membership rolls on an ongoing basis; (iii) implementing such policies and projects concerning membership activities as may be delegated to it by the Board of Directors; (iv) annually reporting the total number of persons in each class of membership of VEBA who are in good standing.

D. Programs Committee. The Programs Committee shall consist of six members, the First Vice President and five Active Members, appointed by the Board of Directors; (i) the First Vice President shall serve as Chairperson of the committee; (ii) The Active Members of the Committee shall serve three-year terms, staggered so that two three-year terms expire each year on April 1;(iii) the Chairperson may appoint additional members and subcommittees as may be deemed necessary and appropriate to implement the duties of the committee. The additional members serve pro tempore until their assigned duties are completed.

The Programs Committee’s duty shall be to make recommendations to the Board of Directors as to all facets of all programs of VEBA, including scheduling, content, speakers, logistics, and to otherwise implement all directives of the Board of Directors concerning such activities.

E. Committee on Awards and Honors. The Committee on Awards and Honors shall consist of Board of Directors officers and such other Active Members in good standing, appointed by the President, not to exceed three in number.

Its duty of the Committee on Awards and Honors shall be (i) to receive and approve nominations for all honors and awards bestowed by VEBA; (ii) forward its recommendation to the Board of Directors for approval and said recommendations shall be based upon such criteria as may be determined by the Board of Directors.

F. Public Relations Committee. The Public Relations Committee shall consist of six members of VEBA, two shall be members of the Board of Directors and four Active Members appointed by the Board of Directors. The Active Members of the Committee shall serve three-year terms, staggered so that two three-year terms expire each year on April 1.

The duties of the Public Relations Committee shall be (i) undertake activities and projects to promote fair elections in Virginia; (ii) promote a better understanding and appreciation of the electoral process in Virginia through the most efficacious methods; (iii) manage the forward-facing image of VEBA through communications with the press, media, publications; or other appropriate means; (iv) update and maintain the VEBA website.

G. Legislative Committee. The Legislative Committee shall consist of six members of VEBA, two shall be members of the Board of Directors and four Active Members appointed by the Board of Directors; (i) the appointed members shall have, to the extent possible, balanced representation from both major political parties; (ii) the President shall appoint two Co-Chairpersons, one of which shall be the Second Vice President, the other from the opposite of the two main political parties, whom shall serve once ratified by majority vote of the Board of Directors; (iii) the Active Members of the Committee shall serve three-year terms, staggered so that two three-year terms expire each year on April 1; (iv) the Chairperson may appoint additional members and subcommittees as may be deemed necessary and appropriate to implement the duties of the committee. The additional members serve pro tempore until their assigned duties are completed.

The duties of the Legislative Committee shall be (i) bring to the attention of the Board of Directors needed or proposed legislation affecting any aspect of elections in Virginia; (ii) represent VEBA before the General Assembly, and, through communications with members of the General assembly or otherwise, to promote legislation approved by the Board of Directors of VEBA; (iii) manage and direct the activities of any professional lobbying organization hired by VEBA with the approval of the Board of Directors.

ARTICLE IX MEETINGS OF THE ASSOCIATION

Section 1- Meeting Participation.
A. All meetings, of any type, shall be open to the membership to observe and shall provide members with the opportunity to speak. Meetings or portions of meetings may be closed, if needed, for the reasons and under the procedures set forth in the Virginia Freedom of Information Act. Notice of all meetings shall be posted on the Association’s website not less than three business days in advance of the call to order.

B. Directors and members may remotely participate in a Board of Directors Meeting through the use of telephone conference or any other means of communication by which all participants may simultaneously hear each other during the meeting. A director participating in a meeting by such means shall be deemed to be present in person at the meeting. Minutes shall be kept of any such meeting. All meetings shall be live streamed via an internet-based system.

Section 2 – Board of Directors Meetings
A. The Board of Directors shall hold a meeting as promptly after the close of VEBA’s annual meeting as possible; (iii) announcing the time and place thereof at VEBA’s annual meeting shall constitute sufficient notice of that meeting.

B. Regular meetings of the Board of Directors shall be held at such times and places, within or without the Commonwealth of Virginia, as the President may designate.

C. Special Meetings of the Board of Directors may be called at any time by the President, the Secretary, or any three directors.

D. Written notice of the date, time, place, business, and purpose of such meeting(s) or any waiver of notice of such meeting(s) shall be sent to each director and each member to their email address as it appears in the records of VEBA, and by VEBA webpage posting not less than 3 business days before the date of the meeting.

E. The President, or in the President’s absence the First Vice President, (i) shall act as chairman of and preside over meetings of the Board of Directors; (ii) if neither the President or First Vice President is present, the meeting shall elect a chairman; (iii) the Secretary shall act as secretary of such meetings or if the Secretary is not present, the chairman shall appoint a secretary of the meeting.

F. A quorum at any meeting of the Board of Directors shall consist of a majority of the number of the Board of Directors prescribed by these Bylaws.

Section 3: Annual Meeting.
The Annual Meeting of the Association shall be held in March or April of each year on a date and at a location determined by the Board of Directors.
A. Sixty Active Members of VEBA present shall constitute a quorum for any membership meeting or assembly of VEBA.

B. Election of officers shall follow the rules set out in Article VII.

C. No person shall vote at any meeting or assembly except an Active Member of VEBA present in person or by simultaneous internet-based means; (i) all Active Members so present may vote on any matter brought before the meeting; (ii) there shall be no voting by proxy at any meeting or assembly of VEBA.
D. The President or in the absence of the President the First Vice President shall function as chairman of and preside over meetings of the members. The Secretary or if no secretary is present the chairman shall appoint a secretary who shall function as the secretary for such meetings.

Section 4: Special Meetings.
Special Meetings may be called at any time by the President or the Board of Directors. No business shall be conducted at special meetings except as shall be indicated in the notice of the meeting.

A. Sixty Active Members of VEBA present shall constitute a quorum for any Special Meeting of VEBA.

Section 5: Annual and Special Meeting Notice.
A. The Secretary shall notify the membership, by appropriate means, the time, date, place, and the purpose or purposes for which the meeting is called of each meeting of VEBA, that does not include as its business bylaws amendment(s) or dissolution of VEBA, not less than three business days and not more than sixty calendar days prior to such meeting. If the meeting’s business includes bylaw amendment(s) or dissolution of VEBA then not less than twenty-five or more than sixty calendar days before that meeting.

B. A member’s attendance at a meeting waives objection to; (i) lack of notice or defective notice of the meeting, unless at the beginning of the meeting the member objects to holding the meeting or transacting business at the meeting; (ii) and consideration of a particular matter at the meeting that is not within the purpose or purposes described in the notice of the meeting, unless the member objects to considering the matter when it is presented; (iii) notice to a member of any meeting may be waived before or after the date and time of the meeting in a writing signed by that member entitled to notice and delivered to the Secretary for inclusion in the minutes of the meeting of VEBA.

ARTICLE X – AMENDMENTS

Section 1: Amendment of Bylaws.
These Bylaws may be amended by a two-thirds ratification vote of the Active Members of VEBA present at a quorate meeting (as described in Article IX – Sections 3 and 4) called for the purpose of amendment(s), except as otherwise provided by law. Members shall be entitled to debate and make motion(s) to amend any proposed amendment(s) before final action is taken.

Section 2: Legislative Amendment.
If any portion(s) of these Bylaws is (are) subsequently rendered invalid by act of the General Assembly of the Commonwealth of Virginia, those portions which are not affected by such legislation shall remain in full force and effect until and unless amended or repealed in accordance with the provisions herein.

ARTICLE XI – PARLIAMENTARY AUTHORITY

The rules contained in current edition of “Robert’s Rules of Order Newly Revised” shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with (i) Code of Virginia, as amended; (ii) the bylaws of the association insofar that they do not conflict with (i) above.

These Bylaws have been approved by the membership of the Virginia Electoral Board Association by two-thirds majority vote at a duly called membership meeting.

 

Date: ___________________

President ______________________________________________

Secretary ______________________________________________