SECOND AMENDED AND RESTATED BYLAWS
OF
TIDEWATER ASSOCIATION OF SERVICE CONTRACTORS
These Second Amended and Restated Bylaws were duly adopted by the Members of this Corporation on March 16, 2016.
1.0 Purpose The affairs and activities of The Tidewater Association of Service Contractors (the "Corporation") shall be carried out at all times for the purposes and in accordance with the terms set forth in its Articles of Incorporation and these Bylaws.
2.0 Membership Membership may be offered to individuals and organizations with an interest in the subject matter of service contracting with federal, state and local government agencies. The admission of an individual or organization as a member of the Corporation pursuant to this Article II shall be approved by action of the Board of Directors.
2.1 Individual Members An individual employed in the private sector or by an educational institution who attends at least one meeting of the Corporation per calendar year and pays an annual membership fee as prescribed by the Board of Directors may be admitted and maintained as an individual member of the Corporation. Each individual member shall have one vote on any matter coming before the membership, and may be an officer of the Corporation.
2.2 Corporate Membership
(a) Any business organization in the private sector whose representative(s) attend(s) at least one meeting of the Corporation per calendar year and pays an annual corporate membership fee as prescribed by the Board of Directors may be admitted and maintained as a corporate member of the Corporation. Each corporate member shall have three votes on any matter coming before the members and shall be entitled to designate up to six individual representatives who are authorized to cast such votes. At a meeting, the votes of a corporate member shall be cast in such manner as shall be determined by its individual representative(s) present at the meeting (and/or by its individual representative(s) participating by proxy when approved by the Board of Directors pursuant to paragraph 2.6 below).
(b) An organization may acquire one or more additional corporate memberships by payment of an additional membership fee as prescribed by the Board of Directors. Each additional corporate membership shall have the same rights and privileges as the initial corporate membership.
2.3 Associate Membership An individual (other than a person qualified to be an individual member or individual representative of a corporate member) who attends at least one meeting per calendar year and pays an annual membership fee as prescribed by the Board of Directors may be admitted and maintained as an associate member of the Corporation. Each associate member shall have one vote on each matter coming before the membership, but may not be an officer of the Corporation. An associate member who is a student shall pay such reduced fee as may be prescribed by the Board of Directors.
2.4 Good Standing To be in good standing, a member shall be current in the payment of membership fees; shall satisfy the attendance requirements set forth in the Bylaws; and shall comply with any other membership policies adopted from time to time by the Board of Directors. Members in good standing shall have those rights granted by law and by the Articles of Incorporation or the Bylaws to a voting member, including the right to vote on any alteration, amendment or restatement of the Articles of Incorporation or the Bylaws of the Corporation, and to elect the directors/officers of the Corporation as provided in Section 3.3 hereof. A member not in good standing may be terminated as a member by action of the Board of Directors.
2.5 Meetings The annual meeting of the members for the election of directors and officers and the transaction of such other business as may come before the meeting shall be held on the third Wednesday of March, if that day is not a legal holiday, unless the Board determines otherwise. If that day is a legal holiday, the annual meeting shall be held on the next succeeding day not a legal holiday. The failure to hold an annual meeting at the time stated in or fixed in accordance with these Bylaws does not affect the validity of any corporate action. No more than one candidate per corporate member may be concurrently nominated or elected to any single office. In addition to the annual meeting, the Board of Directors shall schedule meetings of the members on a quarterly basis (or as otherwise determined by the Board), announced to the membership no less than ten (10) days nor more than sixty (60) days before the meeting date. Notice will be provided by electronic mail and posted on the Corporation’s website and on at least one social media outlet controlled by the Corporation.
2.6 Quorum Voting The presence in person (or when permitted, as provided below, by proxy) of individual members, individual representatives of corporate members and/or associate members representing not less than fifteen percent (15%) of the membership voting power at the time of any meeting shall constitute a quorum for the transaction of business at that meeting. The vote of a majority of the votes cast at a meeting at which a quorum is present shall be the act of the members, unless a greater vote is required by law or by the Articles of Incorporation. When approved by the Board of Directors, and included in the announcement of the meeting, individual members, individual representatives of corporate members and associate members may be deemed present, and may vote, by proxy at the meeting. Proxies may be voted by execution and delivery of a proxy form as provided and directed by the Board of Directors, including but not limited to electronic delivery and receipt of proxies. A proxy shall be deemed received when received by the Corporation, or its designated officer or agent, in accordance with the instruction provided by the Board of Directors. Each proxy will be verified by the Membership Committee to confirm that the person submitting the proxy is eligible to vote. Once the eligibility has been confirmed, the proxy shall be counted with all other ballots collected at the meeting. These ballots are subject to the provisions of these Bylaws and the Articles of Incorporation.
2.7 Resignation and Removal Any member may resign at any time by giving written notice of his intention to do so to the President or the Secretary of the Corporation, or may be removed from membership, without the necessity of proving cause, at any time by the vote of individual members, individual representatives of corporate members and associate members in good standing constituting of not less than two-thirds of the votes entitled to be cast.
3.0 Directors
3.1 General Powers The property, affairs and business of the Corporation shall be managed and governed by the Board of Directors and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all the powers of the Corporation shall be vested in such Board of Directors.
3.2 Number of Directors The Board of Directors shall be seven (7) in number except in the case of the death or resignation of a Past President Director (as defined below). The number of Directors may be increased or decreased from time to time only by amendment to the Articles of Incorporation. No decrease in number shall have the effect of shortening the term of any incumbent director.
3.3 Directors; Election; Quorum; Removal of Directors
3.4 Meetings of Directors The Board of Directors shall meet on the first Wednesday of each month unless otherwise scheduled by the Board of Directors at places within or without the Commonwealth of Virginia and at times fixed by the President. The Secretary or officer performing the Secretary's duties shall give not less than three (3) days notice by letter, electronic mail, telephone or in person of all meetings of the Board of Directors, provided that notice need not be given of regular meetings held at times and places fixed by resolution of the Board of Directors. Meetings may be held at any time without notice if all of the Directors are present, or if those not present waive notice in writing either before or after the meeting. The notice of meetings of the Board of Directors need not state the purpose of the meeting. Members of the Board of Directors or any committee designated thereby may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.(a) The members of the Board of Directors shall consist of the President, Vice President, Secretary and Treasurer (the "Officer Directors"), the immediate Past President (“Past President Director”), the Tidewater Government Industry Counsel (“TGIC”) Industry CoModerator (“TGIC Director”) and one at-large member (“At Large Director”). The Committee chairs and Past Presidents are suggested for priority consideration for the “At Large Director”.
(b) The Officer Directors and At Large Director shall be elected at the annual meeting of the members.
(c) Subject to the provisions of paragraph 3.3(d) below, each of the Officer Directors shall serve for as long as he or she remains an officer of the Corporation and the Past President Director shall serve for a term of one year following the expiration of his or her term as President.
(d) A majority of the number of directors elected and serving at the time of any meeting shall constitute a quorum for the transaction of business. The act of a majority of directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Less than a quorum may adjourn any meeting.
(e) An Officer Director shall cease to be director upon his resignation, removal or retirement as an officer, or after missing four consecutive meetings unless otherwise agreed by the Board of Directors. Any Officer Director may also be removed summarily, with or without cause, at any time, by the vote of members at a meeting called for such purpose. Any director may resign from office by delivery of a written statement of resignation to the Secretary of the Corporation. Vacancies may be filled by the members or the Board of Directors, and any person so appointed to a vacant position shall serve until the next annual meeting of the members.
3.5 Actions by Directors or Committee Without Meeting Any action which may be taken at a meeting of the directors or of a Committee may be taken without a meeting if a consent in writing setting forth the action is signed by all of the directors or all of the members of the Committee, as the case may be, and delivered to the Secretary for inclusion in the Corporation's minutes or filing with the corporate records. Such action shall be effective when the last director signs the consent, unless the consent specifies a different effective date, in which event an action so taken shall be effective on the date specified therein, provided the consent states the date of execution by each director. A written consent and the signing thereof may be accomplished by one or more electronic transactions. Any such consent shall have the same force and effect as a unanimous vote of the directors. Such written actions shall be certified by the Secretary and placed in the minutes of the Board of Directors meetings.
3.6 Compensation A director shall not be entitled to compensation for his services as a director. The foregoing shall not prevent the Corporation from reimbursing any director for expenses actually, necessarily and reasonably incurred in the performance of his duties as director or officer, or from entering into a contract which is in the best interests of the Corporation and on fair and reasonable terms, as determined by a vote of directors not having a material financial interest in the matter.
4.0 Committees
4.1 Committees The Board of Directors may establish such standing or ad hoc committees of the Corporation from time to time as it shall deem appropriate to conduct the activities of the Corporation and to advise the Board of Directors, and in establishing them shall define the powers and responsibilities of such committees. The following committees are established as Standing Committees, necessary to carrying out the purpose for which the organization was founded:
(a) Arrangements. This committee is responsible for all arrangements for meetings of the members and Board of Directors (including speaker's needs, orchestration of the event, and check in process for membership attendance record). The committee will work with the facilities (hotel, club) and present contracts to the Board of Directors for approval and signature by the President or such other officer authorized by the Board of Directors to approve and sign contracts. The committee will work closely with the Programs chair, the event sponsor, and the TGIC Industry Co-Moderator.
(b) Programs. This committee is responsible for arranging speakers for each meeting. They will assure (in conjunction with the Arrangements Committee) that the speaker has all needed equipment for his or her presentation. The committee is also responsible for polling the Board of Directors and the membership to gather ideas for speaker topics.
(c) Membership. This committee is responsible for assuring that the Corporation’s membership list is current, accurate and complete, through the maintenance of a membership database. The committee will monitor the membership database, update and maintain membership reports, and past due reminders. This committee will provide monthly reports to the Board of Directors on the status of membership, and will work closely with the Communications Committee on matters related to membership, newsletter distribution, the Corporation’s directory, and other relevant membership documentation or solicitation.
(d) Communications. This committee is responsible for external communications for the Corporation including content of the Corporation-TGIC web site, newsletter, and social media. The social media responsibilities includes acting as site moderator and posting official content on the Corporation’s social media outlets. This committee is responsible for articles, information, columns are ready for publication via email, posting to website and social media in a timely fashion to advertise Corporation and TGIC events.
(e) Nominations. This committee shall be responsible for determining a list of nominees for election as officers and the At Large Director at each annual meeting of the members.
(f) By resolution, the Board of Directors has the authority to establish additional committees and to determine their powers and responsibilities.
(g) By resolution, the Board of Directors has the authority to eliminate any committee or to modify any committee's powers and responsibilities.
4.2 Committee Chairman/Membership The President may nominate, and in all events the Board of Directors shall approve and appoint, the chairmen and voting members of all committees, who shall serve for a one-year term or until their successors are appointed, but shall be subject to removal at any time by vote of a majority of the Directors then in office. Committee members who are not Directors shall be appointed by the committee chairman. Committee members who are Directors shall have the right to vote on matters coming before the committee, but committee members who are not Directors shall not have the right to vote on matters coming before the committee.
4.3 Limitations No committee shall have the power:
(a) to approve amendments to these Bylaws or the Articles of Incorporation;
(b) to approve any action or exercise any authority requiring the approval of the Board of Directors or the membership under the laws of the Commonwealth of Virginia, the Articles of Incorporation or these Bylaws;
(c) to take any action for which final authority is reserved to the Corporation or which has been prohibited by resolution of the Board of Directors; or
(d) to take other action which may not be delegated to it under the laws of the Commonwealth of Virginia or under the provisions of the Articles of Incorporation of these Bylaws.4.4 Meetings Regular and special meetings of any committee established pursuant to this Article 4 may be called and held subject to the same requirements with respect to time, place and notice as are specified in these Bylaws for regular and special meetings of the Board of Directors.
4.5 Quorum and Manner of Acting A majority of the voting members of any committee serving at the time of any meeting thereof shall constitute a quorum for the transaction of business at such meeting. The action of a majority of those voting members present at a committee meeting at which a quorum is present shall constitute the act of the committee.
4.6 Resignation Any member of a committee may resign at any time by giving written notice of his intention to do so to the committee chairman and/or the Secretary of the Corporation.
4.7 Vacancies Any vacancy occurring in a committee resulting from any cause whatever may be filled by the applicable committee chairman and a vacancy occurring in the committee chairman position shall be filled by the President.
5.0 Officers
5.2 Election of Officers; Terms The officers of the Corporation shall consist of a President, a Vice-President, a Secretary, and a Treasurer. The officers shall be elected at the annual meeting of the members. Qualification for President is service for at least one year as a Director or Committee chair. All officers shall be ex officio members of the Board of Directors. All officers shall hold office for a term of one (1) year or until their successors are elected. 5.2 Removal of Officers; Vacancies Any officer of the Corporation may be removed summarily, with or without cause, at any time, by the Board of Directors or may resign from office by delivering a written statement of resignation to the Secretary. Vacancies may be filled by the members or the Board of Directors, and any person so appointed to a vacant position shall serve until the next annual meeting of the members.
5.3 Duties The officers of the Corporation shall have such duties, as generally pertain to their offices, respectively, as well as such powers and duties as are prescribed by law or are hereinafter provided or as from time to time shall be, conferred by the Board of Directors. The Board of Directors may require any officer to give such bond for the faithful performance of his duties as the Board of Directors may see fit. 5.4 Duties of the President The President shall be the chief executive officer of the Corporation and shall be primarily responsible for the implementation of policies of the Board of Directors. He shall have general management and direction of the Corporation subject only to the ultimate authority of the Board of Directors. He shall be an ex officio member of the Board of Directors. The President shall preside at all corporate meetings, nominate all committee chairmen and committee voting members, and be responsible for overseeing the performance of the other officers and of all the committees. He may approve all checks for authorized expenditures from the Corporation's treasury and may sign and execute in the name of the Corporation checks, deeds, mortgages, bonds, contracts or other instruments except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law otherwise to be signed or executed. He shall also review and approve the Corporation's monthly newsletter and all official Corporation correspondence. In addition, he shall perform all duties incident to the office of the President and such other duties as from time to time may be assigned to him by the Board of Directors.
5.5 Duties of the Vice-President The Vice-President shall preside at all corporate meetings in the absence of the President, assist the President in overseeing performance of the officers and committees, approve all checks for authorized expenditures from the treasury in the absence of the President and review and approve the Corporation's monthly newsletter and all official Corporation correspondence in the absence of the President. He shall be an ex officio member of the Board of Directors. The Vice-President shall function as the Chairman of the Nominating Committee. The Vice-President shall also be responsible for leading the Corporation's long-range planning.
5.6 Duties of the Treasurer The Treasurer shall have charge of and be responsible for all funds, securities, receipts and disbursements of the Corporation, and shall deposit all monies and securities of the Corporation in such banks and depositaries as shall be designated by the Board of Directors. He shall be responsible for (i) maintaining adequate financial accounts and records in accordance with generally accepted accounting practices; (ii) preparing appropriate operating budgets and financial statements; (iii) reporting on the financial status of the Corporation; (iv) providing financial records to Corporation’s tax preparers to permit the filing of Federal and State tax returns of the Corporation in a timely manner; and (v) performing all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors or the President. The Treasurer may sign and execute in the name of the Corporation checks, deeds, mortgages, bonds, contracts or other instruments, except in cases where the signing and the execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation or shall be required by law or otherwise to be signed or executed. He shall be an ex officio member of the Board of Directors.
5.7. Duties of the Secretary The Secretary shall act as secretary of all meetings of the Board of Directors of the Corporation. When requested, he shall also act as secretary of the meetings of the Committees of the Board of Directors. He shall keep and preserve the minutes of all such meetings in permanent books. He shall see that all notices required to be given by the Corporation are duly given and served; shall have access to the Registered Agent who shall maintain custody of the seat of the Corporation and shall affix the seal or cause it to be affixed to all documents the execution of which on behalf of the Corporation under its corporate seal is duly authorized in accordance with law or the provisions of these Bylaws; shall have custody of all deeds, leases, contracts and other important corporate documents; shall have charge of the books, records and papers of the Corporation relating to its organization and management as a corporation; shall see that all reports, statements and other documents required by law (except tax returns) are properly filed, shall have charge of and be responsible for maintaining a record of all membership fees; shall be responsible for the written acknowledgment of all membership fees; and shall in general perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors or the President. He shall be an ex officio member of the Board of Directors.
5.8 Duties of the Past President Director The Past President Director shall serve as the Nominations Committee Chair. He or she shall develop a slate of nominations for the following year's officers and for the appropriate number and types of representatives to the TGIC, such slate to be presented to the membership no later than the February meeting. He or she shall assist the incoming President in obtaining volunteers for committee chairs. He or she shall prepare two ballots, one for the officers and one for the TGIC representatives. He or she shall present the ballots at the annual membership meeting and oversee the election process.
5.9 Compensation No officer shall be entitled to be compensated for his service as an officer. The foregoing shall not prevent the Board of Directors from reimbursing any officer for expenses actually, necessarily and reasonably incurred in the performance of his duties as an officer, or from entering into a contract which is in the best interest of the Corporation and on fair and reasonable terms, as determined by a simple majority vote of directors not having a material financial interest in the matter.
6.0 Corporate Records
6.1 Minutes of Meetings and Records of Actions Taken Without Meetings The Corporation shall keep as permanent records minutes of all meetings of its members, its Board of Directors with a meeting and all actions taken by a committee of the Board of Directors in place of the Board of Directors on behalf of the Corporation.
6.2 Accounting Records The Corporation shall maintain appropriate accounting records.
6.3 List of Members The Corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of names and addresses of all members, in alphabetical order by class, if any.
6.4 Form of Records The Corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
6.5 Specific Records Which Corporations Must Keep The Corporation shall keep a copy of the following records:
(a) The Corporation's Articles or Restated Articles of Incorporation and all amendments to them currently in effect;
(b) The Corporation's Bylaws or restated Bylaws and all amendments to them currently in effect;
(c) Any resolutions adopted by the Corporation's Board of Directors creating one or more classes of members, and fixing their relative rights, preferences, and limitations;
(d) The minutes of all members' meetings, and records of all action taken by members without a meeting, for the past three (3) years;
(e) All written communications to members generally within the past three (3) years;
(f) A list of the names and business addresses of the Corporation's current directors and officers; and
(g) The Corporation's most recent annual report delivered to the State Corporation Commission.7.0 Miscellaneous Provisions
7.1 Seal The seal of the Corporation shall consist of a flat-faced circular die, of which there may be any number of counterparts, on which there shall be engraved the word "Seal" and the name of the Corporation.
7.2 Fiscal Year The fiscal year of the Corporation shall begin on April 1 and end on March 31 of each year.
7.3 Checks, Notes and Drafts Checks, notes, drafts and other orders for the payment of money shall be signed by such persons as the Board of Directors from time to time may authorized. When the Board of Directors so authorizes, however, the signature of any such person may be a facsimile.
7.4 Amendment of Bylaws The Corporation's Bylaws may be amended or altered at any meeting of the members in accordance with the voting provisions contained in Section 2.6 hereof.
7.5 Voting of Securities Held Unless otherwise provided by resolution of the Board of Directors, the President may from time to time appoint an attorney or attorneys or agent or agents of this Corporation, in the name and on behalf of this Corporation, to cast the vote which this Corporation may be entitled to cast as a stockholder, member or otherwise in any other corporation or limited liability company, any of whose stock or securities may be held by this Corporation, at meetings of the holders of the stock or other securities of such other corporation or limited liability company, or to consent in writing to any action by any such other corporation or limited liability company; and the President shall instruct the person or person so appointed as to the manner of casting such votes or giving such consent and may execute or cause to be executed on behalf of this Corporation, and under its corporate seal or otherwise, such written proxies, consents, waivers or other instruments as may be necessary or proper in the premises. In lieu of such appointment the President may himself attend any meetings of the holders of stock or other securities of any such other corporation or limited liability company and there vote or exercise any or all power of this Corporation as the holder of such stock or other securities of such other corporation or limited liability company.
7.6 Non-Attribution Policy Members of this Corporation shall honor the traditional non-attribution policy for speakers and members at all meetings.
7.7 Use of Pronouns Whenever used herein, the masculine pronouns shall include the feminine, the feminine shall include the masculine, the singular shall include the plural and the plural shall include the singular.