The Virginia Association of Soil and Water Conservation Districts Educational Foundation was organized in 1990 as the 501c3 nonprofit arm of the VASWCD.

Section 1 – Name and Offices

The Corporation’s name is the Virginia Association of Soil and Water Conservation Districts Educational Foundation and may be referred to herein as the “Foundation.” The Foundation will operate under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding section of any future federal tax code.

The principal office shall be in Mechanicsville, in Hanover County, Virginia. The Corporation may have offices and places of business at such other places within the Commonwealth of Virginia as shall be determined by the directors.

Section 2- Purposes
The purpose of the Corporation shall be exclusively educational in the field of the conservation of natural resources, primarily in the following three areas: (1) the establishment and administration of funds for awards, scholarships, recognition, or expenses for college graduate or undergraduate education, or appropriate technical training, for deserving students residing in the Commonwealth of Virginia, (2) conducting panels, forums, lectures, seminars and training programs, and (3) providing appropriate awards or recognition for exceptional conservation activities by district staff whose job duties include at least some conservation education.

Section 3- Annual Meeting
The annual Meeting of the Corporation shall be held in the Commonwealth of Virginia during the first week of December of each year, or at such place and time as the officers and directors designate by proper notice. The officers and directors of the Corporation will report on the previous year’s activities and plans for the next year at the annual meeting.

Section 4 – Special Meetings
Special meetings of the Board of Directors for any purpose or purposes may be called by the President, and must be called by him or her upon receipt of a written request from twenty-five percent of the directors.

Section 5 – Notice of Annual or Special Meeting
Notice of the annual meeting or of a special meeting stating the time and place and purpose or purposes thereof shall be given to each member not less than ten, nor more than forty days prior to the meeting.

Section 6 – Members and Voting
The members of the Corporation shall be the directors of the Foundation. At each Foundation meeting, all directors in attendance who are eligible are entitled to vote with respect to all business of the Foundation.

Section 7 – Quorum
At any meeting of the directors of the Corporation, fifty percent (50%) of the directors shall constitute a quorum.

Section 8 – Directors
a. Number of Directors – The business and affairs of the Corporation shall be managed and controlled by a Board of Directors consisting of (a) those persons who are the officers and directors of the Virginia Association of Soil and Water Conservation Districts (VASWCD), (b) elected officers of the Corporation, and (c) one non-voting Ex-Officio representatives from each of the Department of Conservation and Recreation, Department of Environmental Quality, Natural Resources Conservation Service, and the Soil and Water Conservation Society.
b. Tenure – Officers and other directors of the VASWCD shall serve Foundation terms which coincide with the terms of office with the VASWCD. Foundation officers who are not directors of the VASWCD shall be elected for a one year term and may be re-elected. Any director may resign at any time.

Section 9 – Officers
The officers of the Corporation shall be a President, Vice President and a Secretary/Treasurer, who shall be elected annually by the directors. All vacancies occurring among any of the above officers shall be filled by the directors. Any officer may be removed at any time by the affirmative vote of a majority of the directors at a special meeting of the directors called for that purpose.
a. The President – The president shall preside at all meetings of the Board of Directors.
b. The Vice President – The Vice President shall, in the absence or disability of the President, exercise the powers and perform the duties of the President. The vice President shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the directors.
c. The Secretary/Treasurer – The Secretary/Treasurer shall keep minutes of all proceedings of the directors and shall attend to the giving and serving of all notices to the directors; he or she shall affix the seal of the Corporation to deeds, contracts, and other instruments in writing requiring a seal; he or she shall have charge of the minute books and such other books and papers as the Board may direct; and shall perform all other duties incident to the office of Secretary.

The Secretary/Treasurer or his/her designee shall also have the custody of all funds, securities, evidence of indebtedness and other personal property of the Corporation, and shall deposit the same in such bank or trust company as shall be designated by the directors of the Corporation. He or she shall receive and give receipts and acquaintance for monies paid in on account of the Corporation and shall pay out of the funds on hand all bills, payrolls and other just debts of the Corporation of whatever nature upon maturity of the same; he or she shall enter regularly in books of the Corporation to be kept by him or her for that purpose, full and accurate accounts of all monies received and paid out by him or her on account of the Corporation, and he or she shall perform all other duties incident to the office of Treasurer.

Section 10 – Executive Committee
The Executive Committee consisting of the President, Vice President, and Secretary/Treasurer shall have the general management and control of the business affairs of the Corporation. All actions taken by the Executive Committee must be approved by the Board of Directors of the Corporation.

Section 11– Seal
The directors shall provide a suitable corporate seal which shall be in the charge of the Secretary/Treasurer and shall be used as authorized by the directors.

Section 12 – Depositories
The funds of the Corporation shall be deposited in such bank or trust company, and checks drawn against such funds shall be signed in such manner, as may be determined from time to time by the directors

Section 13 – Notice
Any notice required to be given by these By-Laws may be given by mailing or electronically transmitting the same to the person entitled thereto at his or her address as shown on the Corporation’s books and such notice shall be deemed to have been given at the time of such mailing or electronic transmission. Any notice required by the By-Laws to be given may be waived by the person entitled to such notice.

Section 14 – Committees
The President shall have the authority to establish such committees as may, from time to time, be needed. The President shall also have the authority to appoint members to such committees, and the committees and members thereof shall exist at the pleasure of the President. The following shall be Standing Committees to the Corporation: the Executive Committee, the Education Committee, the Investment Committee, and the following Scholarship/Awards Committees: College Scholarships and Chaffin Awards.

Section 15– Power of Director to Amend
The board of Directors shall have power to make, amend and repeal the By-laws of the Corporation by a vote of a majority of all the directors, at any regular or special meeting of the Board. Any such amendments shall be consistent with the laws of the Commonwealth of Virginia and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the corresponding provision of any future United States Internal Revenue law.

Section 16 – Prohibitions
The Corporation shall not discriminate on the basis of race, ethnicity, religion, national origin, political affiliation, veteran status, gender, age, sexual preference, or disability if otherwise qualified in connection with any of its activities. No individual director of the Corporation shall receive any private gain as a result of the activities of the Corporation.

Revised and Approved September 26, 2013.