SECTION 1. Incorporation.
This organization is incorporated under the laws of the State of
Virginia and shall be known as Brandy Station Foundation (the
SECTION 2. Purposes.
The Foundation is organized exclusively for charitable and
educational purposes, with the primary purpose of protecting the
historic rural character of the Brandy Station area of Culpeper
County, Virginia, as set forth in the Articles of Incorporation
dated March 6, 1989. Within these purposes, the Foundation shall
have all the powers and authority as set forth in the Code of
Virginia (1950), Title 13.1, chapter 10.
SECTION 1. Qualification.
As provided in the Articles of Incorporation, the Foundation
shall have one class of members who shall be elected by the
Board of Directors and who shall consist of persons and
organizations who support the goals of the Foundation. They
shall apply for membership, and pay the annual membership dues
in the amount fixed by the Board of Directors. To encourage
participation in the Foundation, dues are set in the following
membership categories: Individual - $30.00; Couple (Two members)
- $40.00; Student (Member attending High School or College) -
SECTION 2. Voting.
Each member shall be entitled to cast one vote for the election
of each member of the Board of Directors and on any matter
submitted to the membership for a vote.
SECTION 3. Termination of Membership.
A member may resign at any time. The Board of Directors may
request the resignation, or terminate the membership, of a
member for any act or omission deemed to be inconsistent with or
harmful to the goals of the Foundation.
SECTION 4. Honorary Members.
The Board of Directors, by majority votes, may confer honorary
membership on persons or organizations who are distinguished in
public or community affairs. Honorary members shall have all the
privileges of membership, except the right to vote and they
shall be exempt from payment of dues.
SECTION 1. Annual and Special Meetings.
The members of the Foundation shall meet annually at a time and
place determined by the Board of Directors. Special meetings of
the members shall be held at the direction of the Board of
Directors, or as called by the President upon petition of 10% of
the Foundation members.
SECTION 2. Business of Annual Membership
The business of the annual meeting shall include the election of
Directors, the reports of officers and committees, and the
business presented by the President. All members shall be given
an opportunity before the meeting to present matters they wish
to have discussed.
SECTION 3. Dual Voting.
Any person attending a meeting in the capacity of an individual,
and as delegate on behalf of an organization, shall be entitled
to one vote in each capacity.
SECTION 4. Proxy Voting.
Any member of the Foundation may vote by written proxy if unable
to attend the meeting.
SECTION 5. Quorum. At
any meeting, special or annual, fifteen members present or
represented by written proxy, shall constitute a quorum for the
transaction of business.
SECTION 1. Number. The
number of Directors shall be fixed by the Board of Directors on
an annual basis, and shall consist of no less than 5, nor more
SECTION 2. Election.
The Directors shall he chosen from the Foundation members and
shall be elected at the annual membership meeting. Directors
shall remain members of the Foundation in good standing,
including payment of annual membership dues, or be subject to
SECTION 3. Term of Office.
Directors shall hold office for approximately one year – beginning their term
following their election at that year’s annual meeting and
through the next twelve months or until the following year’s annual
meeting. Vacancies on the Board may be filled by the Board of
Directors to serve until their successors are elected at the
next annual meeting.
SECTION 4. Authority. The
government and policy-making responsibilities of the Foundation
shall be vested in the Board of Directors. The Board shall
administer, manage, preserve and protect the property and policy
of the Foundation, and shall have full power to conduct its
SECTION 5. Voting. Each
member of the Board of Directors present at a meeting shall be
entitled to one vote on each matter considered and voted upon by
SECTION 6. Compensation. No
compensation shall be paid to any member of the Board for
service as a Director.
SECTION 7. Meetings. The
Board of Directors shall meet at least four times a year, on
dates prescribed by the Chairman of the Board. One of these
shall be the annual meeting of the Board, and shall be held at a
time and place called by the Secretary upon order of the
President. At all meetings of the Board, four Directors shall
constitute a quorum. The Board shall determine the manner and
form of its proceedings, and any lawful action in which the
majority of the entire Board shall concur in writing shall be
binding and valid although not authorized or approved at any
regular or special meeting of the Board.
SECTION 8. Annual Report. The
Board of Directors shall submit an annual report of the
activities of the Foundation at the annual meeting.
SECTION 9. Termination.
A Director may be terminated for unexcused absence from three
consecutive regular Board meetings, by vote of the Board of
Directors. If termination is approved, the Secretary shall
notify the Director promptly.
SECTION 1. Appointment. The
President, with the approval of the Board of Directors, may
appoint committees not specifically provided for in these
Bylaws. Such committees shall carry out such duties as requested
by the President in conformance with the Bylaws. Each committee
shall have the most possible membership participation.
SECTION 2. Committee Chairs.
The President, by and with the approval of the Board of
Directors, shall appoint committee chairs.
SECTION 1. Officers and Terms. The
officers of the Foundation shall be the President, a
Vice-President, the Secretary, and the Treasurer. All officers
shall be elected by the Board of Directors at the annual Board
meeting. Officers shall be elected for a term of one year, or
until their successors are elected
SECTION 2. Vacancies. Any
vacancy shall be filled by the Board of Directors for the
unexpired term of office.
SECTION 3. President. The
President shall serve as chief executive officer of the
Foundation under direct authority of the Board of Directors. The
President shall preside at all meetings of the Board of
Directors and of the members, and shall act as an advisor to the
other officers and members. The President shall see to it that
all affairs are conducted in accordance with the Articles of
Incorporation of the Foundation and with these Bylaws.
SECTION 4. Vice-President.
The Vice-President shall preside in the absence of the
President, and shall perform other appropriate duties the Board
of Directors may assign.
SECTION 5. Secretary. The
Secretary shall make a record of the minutes of meetings of the
Board of Directors and of the members.
SECTION 6. Treasurer. The
Treasurer shall have the authority and the responsibility for
proper management and disbursement of the Foundation funds. The
Treasurer shall keep proper accounting records which shall be
available for inspection at any time by the President and the
Board of Directors. The Treasurer shall submit a report of
financial condition at the annual meeting. All funds shall be
deposited promptly, and disbursements shall be made in
accordance with the budget, or upon the written request of the
President or Board of Directors.
SECTION 7. Other Duties. All
officers may have other duties and responsibilities as required
by the Board of Directors
SECTION 1. Composition and Term. The
Advisory Committee shall consist of individuals who are
distinguished in public service, community affairs and historic
preservation. Advisory Committee members shall offer advice and
assistance to the Board and officers in Foundation programs,
outreach and fundraising.
Committee and Elections
SECTION 1. Composition, Term and Duties.
President, with the advice and consent of the Board of
Directors, shall designate a three person Nominating Committee
consisting of at least one member from the Advisory Committee
and current or former Brandy Station Foundation Board members
who are not currently officers. The Nominating Committee members
will select one of their members to be the Chair to head the
Committee. The Committee shall be appointed on an annual
basis. The President may appoint a new member to fill a vacancy
on the Committee with the advice and consent of the Board of
Directors. The Nominating Committee shall nominate candidates
for the Board of Directors, Officers, and the Advisory
Committee. The nominations for the Officers, Board, and the
Advisory Committee will be presented to the members at the
annual membership meeting.
SECTION 2. Re-nomination. The
Nominating Committee may re-nominate any Officer, Director or
Executive Committee member if so desired.
by Members. Nominations
for the Board of Directors and for officers may he submitted in
writing by any member of the Foundation to the Nominating
Committee at least one week before the annual meeting. The
Nominating Committee shall advise members at the annual meeting
of nominations presented by the members.
SECTION 4. Election of Directors.
Election of Directors shall be by secret ballot, unless waived
by unanimous consent of all members present. The candidates
receiving the plurality of votes cast shall be elected.
SECTION 1. Fiscal Year. The
Fiscal Year for the Foundation shall be from January 1 through
SECTION 2. Budget. The
Board of Directors shall prepare the budget and present it at
the meeting of the Board next preceding the annual meeting. The
Budget, as approved and/or amended, shall authorize the
Treasurer to make expenditures upon receipt of appropriate
vouchers. No expenditure or obligation may be incurred that is
not specified in the Budget or approved in advance by the
President. The budget may be amended or updated by the Board of
Directors at any time during the fiscal year
and Public Statements
SECTION 1. Limitation of Authority.
No action of any member, committee, director or officer shall be
binding upon or constitute an expression of the policy of the
Foundation unless it has prior approval of the Board of
SECTION 2. Public Statements.
Except in the context of an approved policy statement, no
member, director or officer shall make a formal public statement
as a spokesperson for the Foundation, without prior clearance by
the President or Chairman of the Board.
SECTION 1. Parliamentary Authority. The
current edition of Roberts Rules of Order shall be the final
authority on all questions of parliamentary procedure when not
inconsistent with the Articles of Incorporation or these Bylaws.
SECTION 1. Amendments. Amendments
to these Bylaws may be made at any regular or special meeting of
the Board of Directors by majority vote of Directors present.
Proposed amendments shall be presented to the Directors in
advance of the meeting.
SECTION 1. Disposition of Assets.
Upon the dissolution of the Foundation, all remaining assets
shall be distributed for one or more exempt purposes within the
meaning of section 501 (c) (3) of the Internal Revenue Code of
1986, 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. Any such assets not
so disposed of shall he disposed of by the Circuit Court of the
County in which the principal office is then located,
exclusively for such purposes or to such organization or
organizations, as said Court shall determine, which are
organized and operated exclusively for such purposes.
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