Constitution and By-Laws of the Loudoun Beekeepers Association
Established January 6, 2002
Amended May 30, 2020
ARTICLE I: NAME, PURPOSE
This organization shall be known as the Loudoun Beekeepers Association.
Tax exempt Purposes: Said organization is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations described under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE II: OBJECTIVES
The objectives of this nonprofit organization 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;
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. Only a member in good standing shall be eligible to participate in Association functions.
ARTICLE IV: OFFICERS
The officers of the Association shall consist of a President, Vice President, Secretary, and Treasurer.
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.
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 Treasure may be reelected without limitation, subject to their willingness to serve, and doing so to the satisfaction of the Association.
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.
In case of the vacancy in the position of Vice President, Secretary, or Treasurer, the President shall appoint a member to serve during the remainder of the term.
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
The President has the prime 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 Roberts'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.
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.
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.
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 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
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.
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.
Special committees will be appointed by the President as needed.
The Executive Committee shall consist of the officers and committee chairmen, 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.
ARTICLE VII: DUES
The annual dues shall be set by the officers of the Association and submitted to the members for approval at the May meeting. Changes will become effective on the first of July next.
The annual dues shall be payable in advance to the Treasure of the Association and shall be due on July 1 of the year covered. All memberships expire on June 30 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 September 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
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.
In addition to the six regularly scheduled meetings, special programs may be presented any time during the year.
Members of the Association shall be notified by mail, or by other means as appropriate, of the time and place of each meeting or special program at least five (5) days prior to such meeting.
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.
Meetings may be conducted in accordance with Robert's Rules of Order.
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 routine business of the Association.
ARTICLE X: AMENDMENTS
This Constitution 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
The Loudoun Beekeepers 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 this constitution.
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.
D. A quorum of members is present at the scheduled meeting and two-thirds of the members attending vote for the proposed affiliation.
The Loudoun Beekeepers 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
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 (iii) 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 IRS and Virginia.
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.
Necessary or Prudent action taken in good faith during an emergency binds the Nonprofit and may not be the basis for imposing liability on any officer, employee or agent of the Nonprofit on the ground that the action was not authorized. The Nonprofit Leadership or Officers (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 Nonprofit’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 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 future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.