ARTICLE II Chapter Sponsors, Partners and Donors A. Chapter Sponsors. One or more of the State Program Sponsors shall be identified as Chapter Sponsor(s) for each Chapter of the Virginia Master Naturalist Program. Chapter Sponsors are committed to a long-term relationship with the Chapter through provision of one or more permanent Chapter advisors. Chapter Sponsors are to be identified in the Chapter’s Charter Application. B. Partners. Partners for a Chapter of the Virginia Master Naturalist Program are providers of resources in exchange for volunteer service. Partners and the resources provided for a Chapter of the Virginia Master Naturalist Program are outlined in the Chapter’s Annual Report to the State Program Office and the State Advisory Committee. Partners for the local chapter may change on a regular basis depending on the project needs of the community and the resource needs of the Chapter. C. Donors. Donors of a Chapter of the Virginia Master Naturalist Program are those businesses, organizations, or persons giving, donating or presenting money or supplies for Chapter activities for no return compensation from the Chapter. Donors and their donations are reported through the Chapter’s annual report to the State Program Office and the State Advisory Committee.
ARTICLE III Purpose A. Overall Purpose. A Chapter is not organized for profit, nor shall any of its net earnings inure in whole or in part to members, employees, or other individuals. In support of the State Program Sponsors, this Chapter shall be an educational, non-profit, volunteer organization dedicated to fulfilling the State Program’s mission to develop a corps of well-informed volunteers to provide education, outreach, and service dedicated to the beneficial management of natural resources and natural areas within their communities for the Commonwealth of Virginia with the following goals: 1. Natural Resource Service. To provide, promote and fulfill volunteer service while recognizing and utilizing sound natural resource management, enhancement and conservation practices in accordance with the Partners’ and Program’s mission. 2. Enhancement of Public Understanding through Education and Outreach. To enhance existing natural resources education and outreach activities by providing natural resources and interpretive training at the local level, thereby developing a supply of dedicated and informed volunteers. 3. Volunteer Network. To develop a Virginia Master Naturalist volunteer network that can be self-sufficient. B. Advocacy Prohibition. No part of the activities of the Chapter, nor those of any individual that belongs to any membership category of a Chapter, shall be devoted to advocacy, lobbying, political or private promotion of issues, agendas or businesses or personal endeavors through the use of the Master Naturalist name or by identifying one’s self as a Virginia Master Naturalist.
ARTICLE IV Membership A. Membership Requirements 1.Minimum Requirements. Membership in the Chapter, shall be limited to those individuals who are in good standing for the current year and who meet the requirements of one or more of the Membership Categories as listed in Article IV, Section B. These requirements may exceed but shall not be less than the state minimum requirements as described in the Virginia Master Naturalist Program Volunteer Handbook and Policy Guidelines. 2. Non-discriminatory Membership. In compliance with the Virginia Master Naturalist program, membership in the Chapter is open to all, regardless of age, color, disability, gender, gender identity, gender expression, national origin, political affiliation, race, religion, sexual orientation, genetic information, veteran status, or any other basis protected by law. 3. Voting Membership. Voting membership in the Chapter shall be extended to Merrimac Farm Virginia Master Naturalist Members and Certified Virginia Master Naturalist Members. B. Membership Categories 1. Virginia Master Naturalist in Training. Volunteer participant of an official class from the first day of class continuing until the member has completed Chapter training requirements.
2. Virginia Master Naturalist Member. Volunteer participant of an official class who has successfully completed Chapter training requirements, but has yet to complete the service or certification requirements.
3. Certified Virginia Master Naturalist. Volunteer participant of an official class or previous Certified Virginia Master Naturalist who has successfully completed Chapter training and certification requirements. These requirements include one-time basic training of at least 40 basic training hours, advanced training of at least 8 annual advanced training hours, and volunteer service of annual service of at least 40 hours. The advanced training and service requirements must have been met during the current or past calendar year. C. Disciplinary Action or Termination 1. Voluntary Termination. A member desiring to voluntarily terminate membership in the Master Naturalist program should communicate that decision in writing to a member of the Board of Directors. 2. Disciplinary Action or Removal. Removal of a member from the membership roll or disciplinary action of a member shall follow the Virginia Master Naturalist Program Volunteer Policy Handbook and Guidelines section on Policy and Procedures for the Disciplining and/or Removal of Members. D. Membership Transfer. Transfer to or from the chapter should follow the Virginia Master Naturalist Program Volunteer Policy Handbook and Guidelines. E. Multiple Chapter Membership. Membership in multiple Chapters will be handled on a case-by-case basis in accordance with the VMN policy handbook guidelines. F. Basic Training Course (BTC) Fee. 1. The Board of Directors may, with approval of a majority of members present at a duly called and convened general membership meeting, set and change the amount of an initiation fee payable to the Chapter. The Board of Directors must notify all voting members 60 days prior to the general meeting that subject of increased initiation fees will be brought before the convened general membership for action. The Board of Directors under special circumstances may waive individual initiation fees, on a case-by-case basis, if set by a majority vote of the Board of Directors. 2. BTC Fee Schedule. Shall be payable in advance of the first day of their Basic Training Course.
ARTICLE V Officers and Other Board Members A. Officers. The minimum required officers of a Chapter shall be the President, Vice President (and/or Co-President), Secretary, and Treasurer and shall, along with the Chapter Advisor(s), constitute the Members of the Board of that Chapter. Additional officers, may be designated by the Chapter and are also Members of the Board of that Chapter. The officers shall perform the duties prescribed by the Chapter Standards of Procedure Handbook. B. Chapter Advisors. 1. Advisors are local employees of one or more of State Sponsoring agencies. 2. Board Membership and Vacancies. Chapter Advisors are permanent ex-officio Members of the Board. When a vacancy arises in an advisor position, the State Program sponsoring agencies in collaboration with the State Program Coordinator and the local Chapter president shall determine a replacement. 3. Duties. a. Assists the Chapter in upholding the mission, goals, objectives, operational framework and activities of the Virginia Master Naturalist Program. b. Ensures that the chapter operates under the mission, goals, and objectives of the State Program Sponsors. 4. Removal. Chapter Advisors are state employees and as such are subject to their state agency’s policies for hiring, promotion, and termination. They are, however, expected to adhere to the guidelines of proper behavior as outlined in the Chapter Advisor Roles and Responsibilities guidelines. While a written case of advisor misconduct may be formally submitted to the State Program Coordinator, and disciplinary action remains the purview of that individual’s immediate supervisor and agency of employment. C. Other Board Members. As shown in the Chapter Standards of Procedure Handbook. D. Election of Officers 1. Officers Elected. All officers of a Chapter shall be elected according to the process outlined in Article V, Section D-2, as follows: 2. Election Process a. Nomination. The Nominating Committee, chaired by the past-president with two additional ad-hoc members who are selected by the president with board approval, shall submit a slate of candidates, in writing, to the membership at least 15 days prior to the Annual Meeting. b. Nominations from the Floor. Nominations for all positions will be accepted from the floor prior to the election at the Annual Meeting. c. Election. The election shall take place by secret ballot at the Annual Meeting and winners determined by a simple majority. d. Voice Vote. If only one candidate is nominated for an office, that candidate may be elected by voice vote. e. Assumption of Office. The new Board of Directors shall overlap the duties with the leaving board member after the October Annual meeting and fully assume their duties from January 1st allowing for an orderly transition. E. Appointment of Board Members 1. Appointed Positions. Vacancies on the Board of Directors, may be filled by appointment. 2. Appointment Process a. The Nominating Committee will recommend candidates for the appointed position(s). b. All appointed positions on the board shall be determined by a majority vote of the elected officers, past-president and advisor(s). Appointed board members will serve for remainder of the term of the vacated position. F. Terms and Limits. All elected or appointed members of the Board of Directors shall serve no more than two consecutive two-year terms in each position. G. Removal of Officers and Board Members. 1. Attendance. Barring extenuating circumstances, any officer or board member absent from three consecutive Board of Directors’ meetings shall be subject to removal by a simple majority vote of the Board of Directors. 2. For Cause. Any officer or board member in serious malfeasance of their responsibilities or with behavior inconsistent with the principles of the Virginia Master Naturalist Program may be removed from office by a two-thirds vote of the remaining Board of Directors.
ARTICLE VI Board of Directors and Executive Committee A. Composition, Rights and Responsibilities 1. Nomenclature. The term "Board" when used in these bylaws in relation to any power or duty requiring collective action means "Board of Directors." 2. Board Composition. The Board of Directors shall include the officers and the Chapter Advisor(s) and may also include the past president, the designated committee chairs, the historian, and representatives to statewide committees. 3. Authority. The Board of Directors shall have the power to conduct the business of the Chapter as defined in these bylaws or approved by the membership. 4. Authority Boundaries. All resolutions and actions that do not fall within the assigned duties of the Board of Directors or are not assigned by these bylaws will be presented to, and voted upon by the general membership at a duly called and convened general meeting. 5. Eligibility. All board members must be Virginia Master Naturalist Members or Certified Virginia Master Naturalists in good standing at the time of election. 6. Residency Requirements. Board members need not be residents of the Commonwealth of Virginia. 7. Voting. All voting members of the board have full voting privileges. Resolutions or actions of the Board of Directors shall be effective if passed by a majority vote of those Board members present at a duly called and convened meeting of the Board of Directors, as long as a quorum of 50% of the Board members is present. In the absence of a quorum, the Board may choose to table that resolution or action until a quorum is present. 8. Compensation. Board members will receive no monetary compensation for serving on the Board other than expenses that are approved by the Board. Board members may count their hours of service to the Board as volunteer hours, as determined by their Chapter By-laws, Article IV. B. Executive Committee 1. Composition. The Executive Committee shall include the officers of the chapter. 2. Authority. In the event that board action is required before a board meeting can be called or the matter does not warrant calling a special meeting, the Executive Committee may take action with the same authority and boundaries as the board. Such action must be reported to the entire board within one day of taking the action.
ARTICLE VII Meetings A. Board Meetings 1. Frequency: The Board of Directors may meet as often as required but shall meet at least quarterly. 2. Notification. The Chapter membership shall be notified of all Board meetings at least ten days prior to the meeting. 3. Open meeting. Attendance at the meeting shall be open to all Chapter members. 4. Time and Location. Meetings shall be conducted at a time and location designated by the Board of Directors. 5. Alternate Format. Meetings may be held by teleconference or other remote electronic means, so long as a quorum of the Board is present and the electronic media permits the democratic participation of all members. B. General Membership Meetings 1. Frequency. General membership meetings or other Chapter-sponsored activities will be held at least annually. Special meetings may be called at the discretion of the President. 2. Time and Location. Meetings shall be conducted at a time and location designated by the Board of Directors. 3. Notification. Notification of each meeting shall be announced to all members at least ten days prior to the meeting. 4. Governance. The acts of the majority of the voting members present at each duly called and convened meeting shall be the acts of the General Membership. C. Annual Meeting (Election of Officers) 1. Scheduling. The Annual Meeting will be held in October of each year. 2. Election of Officers and Board members. Elections will be held at the Annual Meeting. D. Special Meetings 1. Calling a Special Meeting. A special meeting may be called at the discretion of the Board of Directors. 2. Notification. Special meetings shall be announced to members by phone, mail or e-mail at least two days before the meeting date. E. Board Action without a Meeting 1. Rationale. In the event that Board action is required before a meeting can be called or the matter does not warrant calling a special meeting, Board action may be taken without a meeting. 2. Voting. Action may be taken by phone or e-mail by an affirmative vote of a simple majority of the voting members of the Board if a quorum is present. In the absence of a quorum, an affirmative vote by a 2/3 majority of voting members would be required. Such action must be reported to the entire Board within one day of taking the action.
ARTICLE VIII Compliance with Master Naturalist Volunteer Policies A. Compliance. All members of the Chapter will adhere to the volunteer policies as established by the Virginia Master Naturalist Program and designated in the Volunteer Policy Handbook and Guidelines. B. Violation. Violation of volunteer policies is a serious matter that reflects unfavorably on the entire Chapter. A formal process to investigate a charge of misconduct against anyone who is in training or certified, as well as disciplinary actions for those found in violation of the policies has been established by the Virginia Master Naturalist Program and will be used to deal with these violations.
ARTICLE IX Financial Controls A. Fiscal Year. The fiscal year shall be the calendar year, starting January 1 and ending December 31. B. Signature Authority. The Treasurer or the President shall have the authority to sign all checks, drafts or other instruments for payment of money or notes of the Chapter. C. Financial Review. The Chapter will conduct an annual review of the financial records of the chapter prior to the Annual Meeting. The Treasurer will present the Chapter Financial Books to the Reviewing Committee. Results of the Review will be reported at the Annual Meeting. An Review by someone other than the Treasurer will be conducted every five years. D. Gifts and donations. 1. Authority. The Chapter is authorized to accept and receive contributions, donations, and grants from any and all sources. Virginia Master Naturalists cannot charge speaking fees for their programs, but can accept donations to the local chapter to be used for conducting appropriate and authorized activities. 2. Endorsement. Acceptance of any grant or gift - restricted or unrestricted - does not imply any form of endorsement by the Chapter for the source, services, products, or policies. Nor does it imply any benefit - past, present, or future - to be granted by the Chapter. Acceptance of any contract will not imply any endorsement, benefit or product beyond the deliverable services and products expressly contained in the contract. 3. Right of Refusal. It will be the general policy of the Chapter to accept contributions from any source. However, the Chapter retains the right to refuse any gift where, in the judgment of the Board of Directors, the reputation or perceived image of the grantor may be deemed injurious to the Chapter.
ARTICLE X Amendment of Bylaws A. Approval before Vote. In order to ensure consistency, continuity and adherence of statewide guidelines, the Chapter Advisor(s) and then the Virginia Master Naturalist Program Coordinator, as a representative of the State Steering Committee, must approve amendments to these bylaws before they can submitted to the Chapter’s general membership for a vote. B. Notification. Notice of all proposed amendments to the bylaws with the date, time and place of consideration shall be presented in writing to Chapter members at least 30 days prior to consideration by the membership. C. Membership Vote. These bylaws may be amended by a two-thirds vote of members present at a General Membership meeting of the Chapter.
ARTICLE XI Dissolution A. Dissolution Procedures. The Chapter may be dissolved via either of the following procedures: 1. By the Membership. a. Prior to a vote on dissolution, the Virginia Master Naturalist Program Coordinator must approve the proposed dissolution. b. The proposal for dissolution must be presented at a General Membership or special meeting 30 days prior to the vote. c. A vote of 2/3 of the Certified Members present at the General Membership or special meeting is required for dissolution. d. A letter must be submitted to the State Steering Committee stating the results of the vote and why the chapter chose to dissolve. 2. By the State Advisory Committee. By notice from the State Steering Committee. B. Distribution of Remaining Assets. Upon the dissolution of the Chapter, its records will be transferred to the State Steering Committee. Any remaining assets (funds, items of value, or property) will be donated to the Virginia Master Naturalist organization.