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By Laws

Revised January 1, 2025

Article I Mission Statement

Virginia Women Leading Government helps women succeed in public service by enhancing career-building, developing leadership skills, and by providing networking and mentorship opportunities.

Article II Membership

Section 1 Classification of Members

Virginia Women Leading Government has three categories of membership:

  1. Regular Member

  2. Student Member and

  3. Honorary Member. 

 

Anyone who supports Women Leading Government’s mission and goals may join the organization.  A Regular Member shall be any employee of a City, County State, or Special District, or any employee of a private firm that as its primary purpose provides support services to local government agencies.  A Student Member shall be any full or part-time student enrolled in a college or university with an interest in pursuing a career in public service, local government, and/or public administration, or any graduate or a college or university employed as an intern with a City, County, or Special District.  An Honorary Member shall be an individual who has served the local government profession and is retired form service.  All Members shall accept and abide by the ICMA Code of Ethics, as interpreted and enforced by ICMA. 

Section 2 Voting Members.

Individuals who are Regular Members are eligible to vote.

Section 3 Membership Dues

Each member must pay dues to this organization, within the time and on the conditions set by the Executive Board.  The Executive Board may adjust dues occasionally based on the needs of the organization.  The Executive Board may determine the conditions under which any payment of dues shall be refundable. In addition, the Treasurer and President have the authority to waive dues, including back dues, in extraordinary circumstances.  Dues must be paid each year for a member to remain in good standing.  The term of membership is one year from the date that a member joins the organization.

Section 4 Membership Roster

This organization shall keep a membership roster containing the name of each member, agency, email and the last address provided to this organization by each member for purposes of notice.

Section 5 Non-Liability of Members

No member of this organization shall be personally liable for the debts, liabilities, or obligations of this organization.

Section 6 Transferability of Membership

Membership in this organization or any right arising therefrom may not be transferred or assigned.  Any attempted transfer shall be void

Section 7 Termination of Membership

Non-payment of dues or failure to comply with the ICMA Code of Ethics are grounds for termination. 

Article III Membership Rights

Section 1 Voting Rights

Regular members of this organization shall have the right to vote on:

  • The election of Executive Board Members;

  • Amendments to these Bylaws, except those deemed administrative by the Executive Board;

  • The disposition of all or substantially all of the assets of this organization; 

  • Any merger of this organization;

  • Any dissolution of this organization; 

  • Any other matter determined by the Executive Board to be appropriate for a vote of the membership.

Section 2 Inspection Rights

  1. Articles and Bylaws
    This organization shall keep current copies of the Bylaws of this organization which shall be available for inspection by voting members at all reasonable times upon request.

  2. Accounting Records
    On written request, any voting member (in person or through an agent or attorney) may inspect and copy the accounting books and records of this organization and the minutes of the proceedings of the members, the Board, or any Board Committee, at any reasonable time and for a purpose reasonably related to the voting member’s interests as a voting member.

Article IV Member Meetings & Voting

Section 1 Member Voting

Each voting member shall have one vote on each matter on which the members are entitled to vote.

Section 2 Meetings & Special Meetings of Members

  1. Who May Call
    Meetings and Special meetings of the members may be called (i) by a majority of the Executive Board, (ii) by the President, or (iii) on the written request of members and approval of the Executive Board.

  2. Procedures for Calling Meetings and Special Meetings
    The Executive Board will establish procedures for such meetings.

Article V Board of Directors

Section 1 Corporate Powers; Exercise by Board

This organization shall have powers fully allowed by law. All powers and activities of this organization shall be exercised and managed by the Board of Directors (herein after referred to as “the Board) of this organization.  

Section 2 Composition of the Board

There shall be a minimum of nine members of the Board including two ex-officio members. Each member of the Board shall have one vote on each matter on which the Board Members are entitled to vote.  The ex-officio members are non-voting.  All members of the Board must be members of Virginia Women Leading Government in good standing with dues current at the time of their election.  

 

Categories of members of the Board are listed below:

  • (1) President

  • (1) Vice President

  • (1) Treasurer

  • (1) Secretary

  • (3) at-large members of the Board of Directors

  • (1) Ex-officio Immediate Past President

  • (1) Ex-officio Executive Director of the Virginia Women’s Municipal Leadership Institute

Section 3 Nomination of Board

A Nominating Committee may make nominations or members may volunteer to be considered for the Board.  Procedures will be provided each year by the Board with the goal to encourage members to participate in leadership positions within Virginia Women Leading Government.

Section 4 Election & Term of Office of the Board

Board Members shall be elected each year by the membership. The election process will be established by the Board.

  • The term of office begins January 1.

  • Each Board Member shall be elected for a term of two years

  • Each Board Member shall hold office until the expiration of the term and until a successor has been elected 

Section 5 Filling Board Vacancies

Vacancies may be filled for the unexpired portion of a term of any Board position by action of the Board.

Section 6 Resignation & Removal

Resignations shall be effective upon written receipt by the president or the Secretary of this organization unless a later effective date is specified in the resignation. A Board member may be removed at the discretion of a majority vote of the Board.  The consideration of a Board members removal must be done at a regular or special meeting with the vote excluding the vote of the member in question. 

Section 7 Board Meetings

Meetings shall be held as called by the Board.

Section 8 Quorum

A majority of the Board then in office shall constitute a quorum. The act of a majority of the Board present at a meeting at which a quorum is present shall be the act of the Board except as otherwise provided in the Bylaws. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors if any action taken is approved by at least a majority of the required quorum for such meeting.

Section 9 Action Without a Meeting

Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent to such action.  Such written or electronic consents shall be filed with the minutes of the proceedings of the Board.  Such written consents shall have the same force and effect as a majority vote of the Board.

Section 10 Telephone & Electronic Meetings

Board Members may participate in a meeting through use of conference telephone, electronic video screen communication, or other communications equipment. 

Section 11 Board Member Inspection Rights

Every Board Member shall have the right at any reasonable time to inspect and copy all books, records, and documents and to inspect the physical properties of this organization for a purpose treasonably related to such person’s interest as a Board Member. 

Section 12 Reimbursement of Board Members

The Board may authorize, by vote, the payment to a Board Member or reasonable expenses as a Board Member for activities as authorized by the Board.

Article VI Advisory Board & Committees

Section 1 Advisory Board

The Board of Virginia Women Leading Government may appoint an Advisory Board at its discretion,  The purpose of an Advisory B oard is to provide an avenue for Virginia Women Leading Government members to help with leading, coordinating and assisting with programming, provide support to Women Leading Government; provide advice and ideas; serve as volunteers for Virginia Women Leading Government activities; serve as liaisons with other states and share ideas with those states.  The intention is that the Board of Directors will select Advisory Board Members annually after the annual Board of Directors election process is completed.

Section 2 Board Committees

The Board may create committees or subcommittees to carry out tasks as the Board deems appropriate.

Article VII Miscellaneous

Section 1 Fiscal Year

The fiscal year of this organization shall begin on July 1 and end each year on June 30.

Section 2 Contracts & Checks

All contracts entered into on behalf of this organization must be signed by the President or other Board Member for events and activities authorized by the Executive Board.  Each check, draft, promissory note, money order, or other evidence of indebtedness of this organization shall be signed by at least two officers of the organization. 

Section 3 Advancing Expenses

The Board may authorize the advance of expenses incurred by or on behalf of an agent of this organization in defending any proceeding prior to final disposition if the Board finds that:

  1. The requested advances are reasonable in amount under the circumstances; before any advance is made the agent will submit a written undertaking satisfactory to the Board to repay the advance unless it is ultimately determined that the agent is entitled to indemnification for the expenses under this Article.

  2. The Board shall determine whether the undertaking shall be secured and whether interest shall be charged on the obligation created thereby.

Section 4 Amendments

Amendments to these Bylaws may be adopted by the voting members of this organization at a meeting held in person or by telephonic or electronic means provided that any amendment must comply with Article IV of these Bylaws.  The Board of Directors does not have power to amend these Bylaws. Any 25 members or the Board of Directors may propose a Bylaws amendment for consideration at a meeting at least ninety days before such meeting.  If a proposed amendment will be considered at a meeting it shall be submitted in writing to the persons entitled to vote thereon at least 30 days before such meeting.  Once an amendment to these Bylaws has been approved, the Secretary shall distribute copies of it to all members of the organization in good standing with in 90 days after the meeting at which it was approved. 

Section 5 Governing Laws

In all matters not specified in these Bylaws, or in the event these Bylaws shall not comply with applicable law, the Code of Virginia as then in effect shall apply.

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