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By-Laws of the Loudoun Beekeepers Association, Inc.
Updated May 1, 2023
ARTICLE I: NAME, TAX EXEMPT PURPOSE
Section I:
This organization shall be known as the Loudoun Beekeepers Association, Inc. (the “Association”).
Section II:
The Association is organized exclusively for charitable, scientific, and education purposes. Notwithstanding any other provision of these Bylaws, no Director, Officer, employee, or representative of this Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or maybe amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the Association shall inure to the benefit or be distributable to any Director, Officer, or other private person, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any federal tax code, or shall be distributed to a state or local government, for a public purpose.
ARTICLE II: OBJECTIVES
The objectives of the Association shall be:
A. To provide a forum for the exchange of information, ideas, and views of mutual interest to beekeepers;
B. To provide education on the practical aspects of beekeeping and to encourage the use of better and more productive methods;
C. To foster cooperation between members of the Association;
D. To promote understanding and cooperation between the Association and the community with regard to beekeeping;
E. To promote the interests of the Association membership which relate to bees and beekeeping; and
F. To promote the use of honey and honey products.
ARTICLE III: MEMBERSHIP
Anyone interested in beekeeping and in the beekeeping industry may join the Association upon payment of the regular annual dues as set by the Executive Committee. Only a member in good standing shall be eligible to participate in Association functions. Associate membership may be granted by the Board for beekeeping association officers (County and State) to facilitate communications. Associate memberships are non-dues paying and non-voting memberships. Emeritus status memberships may be granted by the Board to recognize senior members with years of service and are non-dues paying.
ARTICLE IV: OFFICERS
Section I:
The officers of the Association shall consist of a President, Vice President, Secretary, and Treasurer.
Section II:
The officers shall be elected by majority vote when a quorum of members is present at the May meeting in alternate years, and shall serve in that capacity for the next twenty-four (24) months. Despite the expiration of an officer’s term, the officer shall continue to serve until the officer’s successor is elected, appointed, or designated and until the officer’s successor takes office. Officers may resign at any time by delivering a signed notice in the form of a record to the Executive Committee. Such resignation shall be effective when delivered, unless the notice specifies a later effective time.
Section III:
The President and Vice President may serve no more than one successive term in their respective office; however, they may be elected again after an interval of at least one term. The Secretary and Treasurer may be reelected without limitation, subject to their willingness to serve, and doing so to the satisfaction of the Association.
Section IV:
The Vice President shall perform all duties of the President in his/her absence or during the remainder of the term if there is a vacancy in the position.
Section V:
In case of the vacancy in the position of Vice President, Secretary, or Treasurer, the Executive Committee shall appoint a member to serve during the remainder of the term.
Section VI:
Only members in good standing shall vote on Association business or may serve as officers of the Association or as a delegate, chairman, or member of select committees.
ARTICLE V: DUTIES OF OFFICERS
Section I:
The President has the primary responsibility for the Association and the direction of its activities. The President shall preside at all meeting of the Association using regular parliamentary procedure and Robert's Rules of Order. The President shall appoint all special committees, including the Program Committee; shall fill vacancies of any offices; and shall perform such other duties as the Association may direct. The President shall be authorized to make deposits and disburse all monies, should the Treasurer be unable to perform these duties. The President is expected to continue to serve as a member of the Executive Committee for next term after his/her active term expires.
Section II:
The Vice President shall perform the duties of the President in his/her absence or upon the President's request. The Vice President shall act as chairman of the Program Committee.
Section III:
The Secretary shall record the minutes and proceedings of the Association at each meeting and event; file and preserve all its documents; attend to all correspondence of the Association; notify the members and general public of regular meetings and other activities; and attend to other duties that naturally pertain to the office.
Section IV:
The Treasurer shall receive and disburse all monies of the Association in a timely manner and shall keep a complete and accurate record showing the receipts and disbursements.
Disbursements other than those routine in nature must be approved by the Executive Committee. The Treasurer shall keep a record of current membership and make the information available at each business meeting and inform the President, Vice President and Secretary; and attend to those duties that naturally pertain to the office.
ARTICLE VI: COMMITTEES/BOARD
Section I:
A Program committee shall plan, coordinate, and make necessary arrangements for the regular meetings and other events of the Association. The Vice President shall act as chairman of the committee. Committee members shall be appointed by the President. Members shall be re-appointed annually and may serve more than one term.
Section II:
A Nominating Committee consisting of three members of the Association shall be appointed by the President. The committee shall nominate and present a slate of officers to the members at the April meeting of the election year. Other names may be submitted from the members at that time.
Section III:
Special committees will be appointed by the President as needed.
Section IV:
The Executive Committee shall consist of the officers, and shall include the outgoing President for one term after his/her active term of office expires. The Executive Committee shall act on behalf of the membership with respect to administrative decisions, and shall recommend action to the members on matters of such substance as to require their decision by the prescribed voting procedure. The President shall act as chairman of the Executive Committee. The Executive Committee shall serve as the Association’s board of directors. All corporate powers shall be exercised by, or under the authority of, and the activities and affairs of the Association shall be managed by, or under the direction of, and subject to the oversight of, the Executive Committee. The Executive Committee may authorize Officers to execute any contract, note, conveyance, or other instrument on behalf of the Corporation.
ARTICLE VII: DUES
Section I:
The annual dues shall be set by the Executive Committee of the Association and submitted to the members for approval at the November meeting. Changes will become effective on the first day of January following the meeting.
Section II:
The annual dues shall be payable in advance to the Treasurer of the Association and shall be due on January 1 of the year covered. All memberships expire on December 31 of each year. Any member of the Association who becomes delinquent in payment of dues shall be notified by the Treasurer and dropped from the roll of membership after the March meeting if such dues are not paid. A person who has been dropped from the roll of membership for non-payment of dues may be restored to active membership in good standing by paying the current year's dues.
ARTICLE VIII: MEETINGS
Section I:
There shall be bi-monthly meetings of the Association each year in January, March, May, July, September and November. The President may change the month of a meeting during a given year if circumstances require it. Meetings may be combined with special events, such as workshops, dinners, picnics, etc.
Section II:
In addition to the six regularly scheduled meetings, special programs and meetings may be presented any time during the year. Special meetings of the members or Executive Committee may be called at any time by the President or the Secretary. Special meetings shall be held at such date, time, and place as designated in the notice for such meeting.
Section III:
Members of the Association shall be notified by mail, or by other means as approved by the Executive Committee, of the time and place of each meeting or special program at least five (5) days prior to such meeting.
Section IV:
Membership in the Association is not required for attendance at meetings; however, only members in good standing may vote on any business of the Association.
Section V:
Meetings may be conducted in accordance with Robert's Rules of Order.
Section VI:
A meeting of the members, the Executive Committee, or any other committee may be held, and the members, Directors and members of such committee or designated body may participate in such a meeting, by means of a conference telephone or other electronic means (including email) by which all participating in the meeting can simultaneously communicate with one another during the meeting. Participation in a meeting by these means shall be considered presence in person at the meeting.
ARTICLE IX: QUORUM
The members in good standing of the Association in attendance at an official meeting as set forth in Article VIII, shall constitute of quorum for the transaction of any business of the Association.
ARTICLE X: AMENDMENTS
These Bylaws and the Association’s Articles of Incorporation may be amended by a two- thirds vote of the members present at any scheduled meeting, provided that a written notice of the proposed amendment has been sent to each member of the Association at least two (2) weeks prior to the scheduled meeting at which the vote is taken.
ARTICLE XI: AFFILIATIONS
Section I:
The Association may associate itself with any Beekeepers Association if all of the following conditions are met:
A. Conditions of affiliation are reasonable and do not place a burden upon the fiscal structure of the Loudoun Beekeepers Association and its members;
B. The objectives of the proposed Association for affiliation are in harmony with those of the Loudoun Beekeepers Association as listed in Article II of these Bylaws;
C. Written notice of the proposed affiliation has been sent to the members of the Loudoun Beekeepers Association at least two (2) weeks prior to the scheduled meeting at which a vote will be taken; and
D. A quorum of members is present at the scheduled meeting and two-thirds of the members attending vote for the proposed affiliation.
Section II:
The Association may disassociate itself from affiliation with a Beekeepers Association by a two-thirds vote at any scheduled meeting if a quorum is present and if written notice of the proposal has been sent to members of the Association at least two (2) weeks prior to the meeting at which the vote is taken.
ARTICLE XII: EMERGENCY POWERS AND BYLAWS
Section I:
An “emergency” exists for the purposes of this section if a quorum of the members cannot readily be obtained because of some catastrophic event (natural disaster, death, pandemic, or the like). In the event of such an emergency, the Board may: (i) modify lines of succession to accommodate the incapacity of any officer, employee or agent; and (ii) relocate the principal office, designate alternative principal offices or regional office, or authorize officers to do so or change the bylaws to keep them compliant with legal requirements.
Section II:
During an emergency, notice of a meeting of the board members only needs to be given to those members for whom such notice is practicable. Notification shall be attempted in the following ways: (a) Phone calls to all board members; and/or (b) Email sent to all board members.
Section III:
Necessary or prudent action taken in good faith during an emergency binds the Association and may not be the basis for imposing liability on any officer, employee or agent of the Association on the ground that the action was not authorized. The Executive Committee (as defined herein) may also adopt emergency bylaws, subject to amendments or repeal by the full membership, which may include provisions necessary for managing the Association’s operations during an emergency including; (i) amendments to the bylaws or policies that are essential to running the nonprofit; (ii) procedures for calling a meeting of the members, and (iii) quorum requirements for the meeting. The emergency bylaws shall remain in effect during the emergency and not after the emergency ends.
ARTICLE XIII: DISSOLUTION
Upon the dissolution of the Association, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
ARTICLE XIV: INDEMNIFICATION
The Association shall indemnify and advance expenses to a Director or officer of the Association in connection with a proceeding to the fullest extent permitted by the Virginia Nonstock Corporation Act. With respect to an employee or agent, other than a Director or Officer, of the Association, the Association may, as determined by the Executive Committee, indemnify and advance expenses to such employee or agent in connection with a proceeding.
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