Jamestowne Society
AMENDED AND RESTATED BYLAWS
ARTICLE I: Name, Offices, and Mission
Section 1.1. NAME. The name of the Corporation shall be Jamestowne Society, Inc. (hereinafter, the “Society” or the “Corporation”).
Section 1.2. OFFICE. The Society may from time to time establish an office in the Commonwealth of Virginia, as the Council may direct. Its principal office at the time of the adoption of these Amended and Restated Bylaws (hereinafter, “Bylaws”) is in Richmond, Virginia.
Section 1.3. MISSION. The Society exists for educational, historical, patriotic and charitable purposes, including the following:
A. To discover and record the names of all early settlers of Jamestowne in the Colony of Virginia who made the great sacrifice to establish our English-speaking Nation; to unite their descendants to honor the memory of their settler-ancestors; to record their history; and to pay homage to the birthplace of Virginia and the Nation;
B. To associate their descendants as members of the Society;
C. To bring the members into closer association through activities revolving around matters of common historical and genealogical interest;
D. To promote and support the restoration of historical records, documents, objects, and edifices which are of lasting cultural value to the people of Virginia and of the Nation;
E. To assist in the organization of local chapters of the Society, known as Companies, reminiscent of the London and Virginia Companies, where membership and interest justify them; and
F. To engage in activities consistent with, and to promote and support, the foregoing purposes and to exercise all the rights and powers vested in non-stock corporations by law as are consistent with the exemption under Section 501(c)(3) of the Internal Revenue Code of 1954. Any reference to Section 501(c)(3) and/or the Internal Revenue Code, in these Bylaws or in the Policies and Procedures Manual described below, shall include any corresponding provision of any successor statute.
Section 1.4. COOPERATION. To maximize the Society’s accomplishment of its mission and purposes, it may seek to cooperate with other non-profit organizations that are exempted under Section 501(c)(3) and are operated exclusively for purposes similar to and consistent with the purposes of the Society.
Section 1.5. RELATED ACTIVITIES. The Corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to effect the purposes for which the Corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster or attain such purposes. The powers of the Corporation include, but are not limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
ARTICLE II: Members
Section 2.1. MEMBERS. The Corporation is a “membership” organization. There shall be one class of membership.
Section 2.2. ELIGIBILITY.
Section 2.2.1. Application. Application for admission to membership shall be upon written invitation. The Council shall prescribe the application forms.
Section 2.2.2. Qualifications. The membership shall be composed of such qualified persons as may from time to time be admitted to membership as herein provided. All applicants must provide strict documentary proof, which shall be subject to approval by the Society in its sole discretion, that they are direct lineal descendants of a Qualifying Jamestowne Ancestor (“Qualifying Ancestor”). The following criteria are used to determine whether an early settler may be included as a Qualifying Ancestor for the purpose of membership in the Jamestowne Society. Qualifying Ancestors are defined as:
A. Stockholders of the London Company or the Virginia Company;
B. Members of one of the Guilds owning stock in one or both of the aforesaid companies during the investment period, April 10, 1606 to May 24, 1624;
C. Signers of any of the three Charters of the Virginia Company of London in 1606, 1609, and 1612;
D. Those who owned land or had domiciles in Jamestowne, or on Jamestowne Island, prior to 1700, including but not limited to any person who held one or more of the following offices: Governor, Secretary of State, Treasurer, Attorney General, and Auditor General of the Colony; member of the Council of State or the House of Burgesses; and Clerk and Deputy Clerk of the General Court;
E. Residents in Virginia at the time of the 1624/25 Muster or earlier;
F. Ordained Anglican ministers serving in Virginia prior to 1700; and
G. Official Indian interpreters serving in Virginia prior to 1700.
Section 2.3. MEMBERSHIP MEETINGS. The Society shall hold two regular meetings of the members each year, an Annual meeting and a Spring Meeting, as provided in Sections 2.3.1 and 2.3.2 below. It may also hold Special Meetings, as provided in Section 2.3.3 below.
Section 2.3.1. Annual Meeting. There shall be an Annual Meeting of members (“Annual Meeting”) to elect Councilors and Officers and to transact such other business as may properly come before the meeting. The Annual Meeting shall be held in the vicinity of Richmond, Virginia during the month of November on such date, and at such time and place, as the Council may determine.
A. The order of business at Annual Meetings shall be as follows:
1. Call to order.
2. Invocation.
3. Pledge of Allegiance to the United States Flag.
4. Announcement of quorum.
5. Reading of the minutes of the last Annual or other Membership Meeting.
6. Introductions and recognitions.
7. Miscellaneous business, such as guest speakers, announcements of scholarship recipients, and any vote to be taken on amendments to the Bylaws.
8. Election, announcement of any appointed Councilors, and installation of Officers and Councilors.
9. Benediction and adjournment.
B. At the Spring Meeting and any Special Meeting of the Society, held pursuant to Sections 2.3.2 and 2.3.3 below, the foregoing order of business shall be followed, as appropriate.
Section 2.3.2. Spring Meeting. In addition to the Annual Meeting, there shall be a regular spring meeting of the members (the “Spring Meeting”), to be held on an appropriate date in May of each year, in the vicinity of Jamestown or Williamsburg, Virginia. However, the Council shall have authority to change the date of the Spring Meeting to a date outside the month of May, but reasonably close to May 14, the date of the first landing at Jamestowne. Such a change of date must be for extraordinarily good cause and approved only upon rare occasions (such as the timing of an important anniversary pertaining to Jamestowne, which occasion merits special celebration, dignity and observance).
Section 2.3.3. Special Meetings. Special Meetings of the members (“Special Meetings”) may be called by the Governor or by resolution of the Council. Any Special Meeting shall be held in Richmond, Virginia.
Section 2.4. NOTICE. Written notice of each meeting of the members (“Membership Meeting”), stating the date, time, place, and, for a Special Meeting, the purpose or purposes of such meeting, shall be given as provided in the Policies and Procedures Manual described below. Written notice to members, whether of meetings or for any other reason, includes, but is not limited to, any of the following: Documents mailed to the last known address of a member; publication in the Corporation’s published magazine mailed to the last known address of a member; posting on the Corporation’s website; and publication in a newspaper of general circulation in the City of Richmond or Henrico County, Virginia. Written notice also includes notice by electronic mail to members for whom the Corporation has electronic mail addresses, which shall be deemed consent by those members to receive communications by electronic mail unless a member specifically notifies the Corporation that he does not consent to receive notices by electronic mail.
Section 2.4.1. In order for members who live at a distance from Richmond and Williamsburg to calendar the Membership Meetings and make travel reservations more than sixty (60) days before meetings are held, notices that are mailed may be sent more than 60 days in advance of meetings, for the purpose of attempting to ensure that members receive mailed notices a full sixty (60) days in advance.
Section 2.4.2. Notice of any Special Meeting shall be given not less than thirty (30) days before the meeting. Any Special Meeting shall be held within forty-five (45) days after the decision is made to hold the meeting.
Section 2.5. REMOTE OR ELECTRONIC PARTICIPATION; PROXIES. A member cannot attend, vote, or act, either by remote (including telephonic) or electronic participation or by proxy, at a Membership Meeting.
Section 2.6. QUORUM. Twenty-five (25) or more members present in person shall constitute a quorum at all Membership Meetings.
Section 2.7. DISCIPLINARY ACTION.
Section 2.7.1. General. The Council shall have authority to expel or sanction a member of the Society at a meeting of the Council. If a member is expelled, his membership fee shall be refunded, net of any nonrefundable fee paid for genealogical review and approval of the member’s initial application and any supplemental application. No member shall be expelled or sanctioned unless such action is undertaken in good faith and follows fair and reasonable procedures. The Council shall publish written procedures consistent with these standards in the Policies and Procedures Manual defined below.
Section 2.7.2. Final Decision. The Council’s decision with regard to expulsion or sanction of a member shall be final.
ARTICLE III: The Council
Section 3.1. GENERAL POWERS AND CORPORATE GOVERNANCE. Except as otherwise provided by the Corporation’s Articles of Incorporation, these Bylaws, and state and federal law, the Corporation shall be governed by, and all corporate powers shall be exercised by or under the authority of, a Board of Directors, which shall be called the Council (the “Council”). The Council may exercise emergency powers as authorized by law.
Section 3.2. COMPOSITION, ELECTION, AND TERM LIMITS.
Section 3.2.1. Composition. Members of the Council shall be members of the Corporation in good standing, shall have demonstrated loyalty to and interest in the Corporation, shall have been active participants in the Corporation, and shall be persons of high repute. The Council shall consist of the following Councilors, all of whom shall have full voting rights:
A. The Officers of the Corporation, who shall serve ex officio;
B. All past Governors, who shall also serve ex officio; and
C. Twelve (12) at-large Councilors, who shall be elected at the Annual Meeting. An at-large Councilor shall serve a term of three years and until his successor is duly elected, except as hereinafter provided. Such terms shall commence upon their election at the Annual Meeting. Four at-large Councilors shall be elected each year, so that their terms of office are staggered.
D. Up to three (3) additional Councilors, appointed at the discretion of the Governor.
Section 3.2.2. Vacancy.
A. The Council or the members may remove any Councilor, with or without cause.
B. If the office of Governor becomes vacant, the Lieutenant Governor shall automatically fill that vacancy.
C. If an at-large Councilor or an Officer other than the Governor does not complete his term for any reason and a vacancy occurs, the Governor shall appoint a replacement to complete his term. The appointee shall be subject to ratification by the Council at a meeting of the Council held within thirty (30) days after the vacancy occurs. If an at-large Councilor becomes an Officer, his position as an at-large Councilor shall become vacant.
D. If any other Councilor who was not elected at-large does not complete his term for any reason and a vacancy occurs, the Governor shall appoint a replacement to complete his term.
Section 3.2.3. Term Limits. The twelve (12) at-large Councilors shall be ineligible for reelection to the Council for one year after expiration of their three-year term of office. However, anyone elected to serve the remainder of an unexpired term shall be eligible for election to a full three-year term at the end of the partial term. The at-large Councilors as of the date of adoption of these Bylaws shall continue as such for the remainders of the terms to which they were elected. Any Councilor appointed by the Governor shall serve a one-year term and may be reappointed.
Section 3.3. MEETINGS.
Section 3.3.1. Time of Meetings. The Council shall meet at least two (2) times during the Fiscal Year (“Regular Council Meetings”). One (1) Regular Council Meeting shall be held immediately before the Annual Meeting for transacting any business before the Council. The other required Regular Council Meeting shall be held immediately before the Spring Meeting. The Council may hold special meetings (“Special Council Meetings”) at the call of the Governor or any four (4) Councilors. A Special Council Meeting shall take place not fewer than seven (7), nor more than fourteen (14) days after notice of the meeting is given.
Section 3.3.2. Reports to Executive Committee Required. The Secretary of State shall submit a written report of each Council meeting to the Executive Committee prior to each Executive Committee meeting. Such report shall include, at a minimum, the minutes of the Council meeting (including motions, a summary of any discussion, and the votes taken), whether or not the Council has formally approved such minutes. Such report shall also set forth in detail the actions of the Council since the last Executive Committee Meeting.
Section 3.4. WAIVER OF NOTICE. A Councilor may waive Notice of any Council Meeting before, at, or after, such meeting. The attendance of a Councilor at a Council Meeting, in person or by telephone or other electronic means, shall constitute a waiver of Notice, except where a Councilor attends for the express purpose of objecting to the Notice.
Section 3.5. QUORUM AND VOTING. Seven ex officio and/or other Councilors, present when the meeting is called to order, whether present in person or by telephone or other electronic means, shall constitute a quorum for the transaction of business at any Council Meeting. Each Councilor shall have one vote, unless one Officer is holding two positions, in which case he shall have only one vote. At a meeting at which there is a quorum, a simple majority vote in favor of any action shall be sufficient to transact business, unless a greater majority is required under the Articles of Incorporation, these Bylaws, or by state or federal law. The Councilors present at a Council Meeting that does not have a quorum may adjourn such meeting from time to time without further Notice, except for an announcement of the adjournment, until a quorum shall be present. No vote or action shall be taken at a meeting at which a quorum is not present.
Section 3.6. TIE VOTES. If there is an occasion when Councilors are unable to make a decision based on a tied number of votes at a meeting at which there is a quorum, the Governor or Lieutenant Governor, in order of precedence, shall have the power to decide the issue.
Section 3.7. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at a Council Meeting may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all of the Councilors entitled to vote upon such action at a meeting. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the Council. For purposes of this section, an e-mail transmission from an e-mail address on record constitutes a valid writing. Notwithstanding the foregoing, the Council shall not take any action listed in Section 5.2.5 below without holding an actual meeting.
Section 3.8. POLICIES AND PROCEDURES MANUAL.
Section 3.8.1. Creation and Maintenance of Manual. The Council shall create and maintain a Policies and Procedures Manual (hereinafter, the “Manual”). Any change to any policy or procedure shall be reflected in an amendment to the Manual so that the Council, all Committees, and the staff of the Corporation will be notified of such changes. The Manual and any amendments thereto or restatement thereof shall at all times be subject to approval by a majority vote of the Council.
Section 3.8.2. Contents of Manual. The Manual shall set forth important policies and procedures relating to the operations and management of the Corporation that are considered necessary for its proper and transparent operations. Without limiting the generality of the foregoing, the Manual shall contain corporate policies on subjects including auditing, financial practices, investments, Companies, document retention, confidentiality, personnel, transparency and accountability, and ethics. The Manual shall also contain memoranda describing the Standing and Special Committees and each Committee’s membership, purpose, responsibilities, and any rules of procedure.
Section 3.9. COMPENSATION. Councilors shall not receive compensation for their services as Councilors or Officers, per se, or for serving on any Committee or Committees. They may be compensated if they are employed by the Corporation, or are engaged as independent contractors, to provide professional or other services to the Corporation. Councilors may be reimbursed for their out-of-pocket expenses incurred on behalf of the Corporation, pursuant to policies adopted by the Council and set forth in the Manual.
Section 3.10. MEETING ATTENDANCE; ATTENDANCE BY TELEPHONE OR TELECONFERENCE; PRESUMPTION OF ASSENT. Councilors may attend meetings by such remote (including telephonic) or electronic means as the Society may make available, by which all Councilors participating may simultaneously hear each other during the meeting. A Councilor participating in a meeting by this means is deemed to be present in person at the meeting. Proxies shall not be permitted. The Council may adopt rules governing attendance requirements, and the presumption of assent at Council meetings. Such rules shall be published and set forth in the Manual.
ARTICLE IV: Officers
Section 4.1. NUMBER AND QUALIFICATIONS. The Officers of the Corporation shall consist of a President, whose title shall be Governor; a Vice-President, whose title shall be Lieutenant Governor; a Secretary, whose title shall be Secretary of State; a Treasurer, whose title shall be Secretary of the Treasury; an Attorney General; an Auditor General; a Registrar; a Historian; and a Chaplain. Any two offices may be held concurrently by the same person, except that the Offices of Governor and Lieutenant Governor cannot be held by the same person; the Offices of Governor and Secretary of State cannot be held by the same person; and the Offices of Governor and Secretary of the Treasury cannot be held by the same person. Anyone who holds two offices shall have only one vote.
Section 4.2. ELECTION AND TERM OF OFFICE. All Officers shall be members of the Corporation in good standing, and shall be elected by the members at the Annual Meeting each year. Officers shall be elected to a term of one (1) year, or until their respective successors are elected. Their terms shall commence upon their election at the Annual Meeting. No Officer (with the exceptions of the Secretary of the Treasury, Registrar, and Chaplain) shall be elected to the same office for more than two consecutive terms.
Section 4.3. REMOVAL AND RESIGNATION. The Council may remove any Officer at any time, with or without cause, unless the Officer has contractual rights that supersede this provision. Removal of an Officer for cause shall be done pursuant to the same procedure as sanctioning or expelling a member, as provided in the Manual. Additionally, an Officer may resign at any time by giving written notice to the Corporation, without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party. Any resignation shall take effect at the date of the receipt of the notice, or at any later time specified in the notice. Written acceptance of the notice of resignation shall not be necessary to make it effective.
Section 4.4. DUTIES AND AUTHORITY OF OFFICERS.
Section 4.4.1. Governor. The Governor shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Society, the Council and the Executive Committee at which he is present. He shall discharge all duties incumbent upon a presiding officer of a tax-exempt, public benefit, non-stock, nonprofit corporation. He shall perform such other duties as the Bylaws provide and as the Council may delegate or prescribe. Either he or the Secretary of the Treasury shall sign the Corporation’s annual returns.
Section 4.4.2. Lieutenant Governor. The Lieutenant Governor shall perform the duties of the Governor in the absence of the Governor, and shall perform such other duties as the Governor or the Council, or these Bylaws, may delegate or prescribe.
Section 4.4.3. Secretary of State. The Secretary of State shall perform the customary duties of the Secretary of a tax-exempt, public benefit, non-stock, nonprofit corporation, and such other duties as the Governor or the Council, or these Bylaws, may delegate or prescribe. The records and seal of the Corporation shall be kept at the Corporation’s principal office in the direct custody of the Executive Director.
Section 4.4.4. Secretary of the Treasury. The Secretary of the Treasury shall perform the customary duties of the Treasurer of a tax-exempt, public benefit, non-stock, nonprofit corporation, and such other duties as the Governor or the Council, or these Bylaws, may delegate or prescribe. The Secretary of the Treasury shall affix his signature to the Corporation’s financial statements, and either he or the Governor shall sign the Corporation’s annual returns.
Section 4.4.5. Attorney General. The Attorney General shall perform all duties required of him as the Legal Officer of the Corporation. If the Attorney General informs the Council that a matter is beyond routine operational questions or is outside his expertise, the Council shall refer the matter to outside counsel. Additionally, or in the alternative, the Council may approve the engagement of the Attorney General to perform legal services beyond routine operational questions, in which case such engagement shall be on terms of compensation comparable to those charged by competent attorneys in private law practice in Richmond, Virginia.
Section 4.4.6. Auditor General. The Auditor General shall possess financial expertise. He shall at least quarterly make an internal examination of all financial books and records of the Society and report his findings and recommendations to the Council. He shall chair the Audit Committee and shall see that the duties of the Audit Committee, including engaging and overseeing the services of outside accountants, are performed.
Section 4.4.7. Registrar. The Registrar shall advise the Council on genealogy and related policies, and to the extent reasonably feasible, shall be in charge of maintaining records of the membership, including newly-admitted members and deceased members. This may include contact information, members’ membership and participation in Companies, and records of members’ deaths. The aforementioned records shall be kept at the Corporation’s principal office in the direct custody of the Executive Director, with the Registrar to have a duplicate set of such records or ready access to such records. Additional duties of the Registrar may also be delegated to the Executive Director.
Section 4.4.8. Historian. The Historian shall be knowledgeable of Jamestowne’s history, including its settlement, and of the Society’s history, including its founding, its development, and its achievements. He shall promote a general understanding of these subjects for the benefit of the members and the public.
Section 4.4.9. Chaplain. The Chaplain shall conduct and supervise all religious activities and ceremonies of the Society. All proceedings of the Society, Council and Executive Committee shall be opened with a prayer.
Section 4.4.10. Unilateral Actions. No Officer shall have authority to expend, or authorize the expenditure of, funds of the Corporation in excess of the Corporation’s budget without the approval of the Council, except for use of reserve funds when an urgent need of the Corporation arises, or for minor, routine repairs to the Corporation’s property and repair or replacement of equipment.
Section 4.4.11. Officers Not Employees. The Officers, when acting in that capacity, including serving on Committees, are not employees of the Corporation. An Officer may accept duties that make him also an employee. Due to their responsibilities, the Governor, Lieutenant Governor, Secretary of State and Secretary of the Treasury shall be deemed senior management of the Corporation.
ARTICLE V: Committees
Section 5.1. GENERAL. The Council shall conduct the Corporation’s business with the assistance of the Council’s Standing Committees (Section 5.2, et seq.) and Special Committees (Section 5.4) (collectively, “Committee” or “Committees”). A Committee shall have the authority necessary to conduct the business, discharge the duties, and perform the tasks delegated to the Committee by these Bylaws and by Council Resolution, if any, as set forth in the Manual. Any Committee shall be subject to Section 5.2.5 (“Limitation on Authority”).
Section 5.1.1. Committee Members. Except as otherwise provided in these Bylaws or the Manual:
A. The Governor shall appoint the Chairmen of the Committees, and shall appoint the Committee Members in consultation with the Committee Chairmen; and
B. The Committee Members shall serve until the next Annual Meeting or until their successors are elected or appointed; and shall elect one of its Members to serve as Secretary of the Committee.
Section 5.1.2. Committee Meetings. A meeting may be called by the Committee Chairman or by any two Committee Members, with at least seven business days’ advance notice. At any Committee meeting, a majority of the Committee Members shall constitute a quorum for the transaction of business. Committee Members may attend by such remote (including telephonic) or electronic means as the Corporation may make available, by which all Committee Members participating may simultaneously hear each other during the meeting. A Committee Member participating in a meeting by this means is deemed to be present in person at the meeting. Voting by proxy shall be prohibited. Committees shall submit reports to the Executive Director to be maintained in the records of the Corporation.
Section 5.1.3. COMPENSATION. Committee Members shall not receive compensation for their services on Committees.
Section 5.2. EXECUTIVE COMMITTEE.
Section 5.2.1. Composition. The Executive Committee shall be a Standing Committee of the Council. The Governor shall chair the Executive Committee. The Executive Committee shall consist of all Officers, the Immediate Past Governor if such Governor served at least a one-year term, and three additional Councilors appointed by the Governor.
Section 5.2.2 Vacancy on Executive Committee. Any vacancy on the Executive Committee shall be filled in accordance with Section 3.2.2 above.
Section 5.2.3. Term of Councilors serving on Executive Committee. Except for the Immediate Past Governor, the non-Officer members of the Executive Committee shall serve a one (1)-year term, but shall be eligible for reappointment, if the Governor so chooses.
Section 5.2.4. Powers and Functions. Between meetings of the Council, the Executive Committee shall act on behalf of the Council, subject, however, to Section 5.2.5 below (“Limitation on Authority”) to Section 5.2.6 below (“Reports to Council Required”), and to the following definitions, restrictions, and mandates:
A. The Executive Committee is a committee of the Council. Its power is derivative of the Council’s power, and it does not exercise plenary power.
B. The Executive Committee shall refer matters to the Council where there is any uncertainty regarding the Executive Committee’s authority to act on behalf of the Council in a particular matter. If the matter is an emergency, a Special Meeting of the Council may be held.
C. The Council may approve, disapprove or modify all actions of the Executive Committee that were taken between Council meetings, with the exception of binding contracts that the Executive Committee approved.
D. Unless these Bylaws otherwise require, when the word “Council” is used herein, the authority of the Executive Committee to act is incorporated by reference.
Section 5.2.5. Limitation on Authority. The Executive Committee shall not exercise authority conferred specifically upon the members of the Society or upon the Council, respectively, or otherwise prohibited herein, including but not limited to:
A. To amend or alter these Bylaws, or adopt new Amended and Restated Bylaws that supersede these Bylaws;
B. To amend or restate the Articles of Incorporation;
C. To elect, appoint, or remove any Councilor, Officer, or Member of any such Committee;
D. To adopt a plan of merger or consolidation with another organization;
E. To authorize the Corporation to incur debt, or to authorize the sale, lease, exchange, or mortgage of all or a significant portion of the Corporation’s property and assets;
F. To authorize the voluntary dissolution, or revoke proceedings for voluntary dissolution, of the Corporation;
G. To adopt a plan for the distribution of the Corporation’s assets;
H. To expend, or authorize the expenditure of, funds of the Corporation in excess of the Corporation’s budget without the approval of the Council, except for use of reserve funds when an urgent need of the Corporation arises, or for minor, routine repairs to the Corporation’s property and repair or replacement of equipment;
I. To approve any transaction
1. To which the Corporation is a party and one or more Councilors have a material financial interest; or
2. Between the Corporation and one or more of its Councilors; or
3. Between the Corporation and any person in which one or more of its Councilors have a material financial interest;
J. To amend, alter, or repeal any resolution of the Council;
K. To terminate a Company’s Charter for any reason;
L. To sanction or expel a member of the Society; or
M. To take any action that may be prohibited by the Corporation’s Articles of Incorporation, these Bylaws, or any provision of law.
Section 5.2.6. Reports to Council Required. The Secretary of State shall submit a written report to the Council prior to each Council Meeting. Such report shall include, at a minimum, the minutes of all Executive Committee meetings (including motions, a summary of any discussion, and the votes taken), whether or not the Executive Committee has formally approved such minutes. Such report shall set also forth in detail the actions of the Executive Committee since the last Council Meeting.
Section 5.2.7. Rules of Procedure and Quorum. The Executive Committee shall fix and establish its own rules of procedure, which shall be set forth in the Manual. The Committee shall meet as provided by such rules or at the call of the Governor or any four Committee Members. A majority of the Executive Committee Members shall constitute a quorum. An affirmative vote of a majority of those present at a meeting at which there is a quorum shall be necessary to take any action.
Section 5.3. NOMINATING COMMITTEE.
Section 5.3.1. Membership of Committee. The Nominating Committee shall be comprised of all Past Governors who have served at least a full one (1)-year term, and the sitting Governor and Lieutenant Governor. The most recent Past Governor who has served at least a full one (1)-year term shall chair the Committee. A quorum shall consist of three Committee Members who attend either in person or by telephonic or other electronic means as provided in Section 5.1.2 above.
Section 5.3.2. Nominations. The Nominating Committee shall nominate a person to each Officer position and to the at-large Councilor positions to succeed at-large Councilors whose terms are expiring, for election at the next Annual Meeting. However, the Governor and Lieutenant Governor, respectively, shall leave the meeting, and shall not participate in discussion or voting, on the nomination, for an office for which he is eligible for nomination. The Governor and Lieutenant Governor shall be entitled to remain in the meeting, participate in discussions, and vote, on any nomination for a position for which he is not eligible for nomination.
Section 5.3.3. Nominations from the Floor. Nothing in this section shall preclude members of the Corporation from making additional nominations at the Annual Meeting, provided that the person being nominated has given permission in advance to have his name placed in nomination.
Section 5.4. OTHER STANDING COMMITTEES.
Section 5.4.1. Audit Committee. The Audit Committee shall be chaired by the Auditor General and shall consist of at least two (2) other Councilors. The Governor shall appoint the other members of the Committee, in consultation with the Chairman. The members of the Committee shall not include the Governor, Lieutenant Governor, or the Secretary of the Treasury, or Employees or independent contractors (who are deemed to be part of the management of the Corporation); and they shall not be compensated for serving on this Committee. Audit Committee members shall not have an interest in or any other conflict of interest with any entity doing business with the Corporation. As many Committee Members as possible shall possess financial expertise sufficient to enable them to understand financial statements, evaluate accounting firms’ bids to perform services for the Corporation, and make sound and informed financial decisions.
Section 5.4.2. Bylaws Committee. The Bylaws Committee shall consist of at least three (3) members of the Society (who may include Councilors). The Governor shall appoint the Chairman, and shall appoint the other members of the Committee, in consultation with the Chairman. The Committee shall include a qualified licensed attorney, if feasible. The Committee shall monitor changes in laws, regulations and standards for governance of highly reputable nonprofit organizations and see that the Corporation’s Bylaws and Manual are consistent therewith. It shall propose amendments to the Articles of Incorporation, these Bylaws, and the Manual. It shall advise and coordinate with the Council and the Committees in setting forth their duties, and in preparing the Manual and keeping it current.
Section 5.4.3. Finance Committee. The Finance Committee shall consist of at least three (3) members of the Society (who may include Councilors), including the Secretary of the Treasury. The Governor shall appoint the other members of the Committee, in consultation with the Chairman. The Finance Committee shall oversee the Corporation’s financial planning activities, including preparing the annual budget; shall monitor the Corporation’s spending and its operating funds for compliance with the budget and adequacy in meeting the ongoing costs of operations, including both unforeseen needs and opportunities of which the Corporation should avail itself. The Committee shall make recommendations to the Council concerning the appropriate insurance coverage for the Corporation, including errors and omissions/liability insurance for Councilors and staff, and other insurance benefits for the Corporation’s staff, but not including property and casualty insurance coverage for the Corporation’s assets.
Section 5.4.4. Investment Committee. The Investment Committee shall be comprised of at least three (3) members of the Society (who may include Councilors). The Governor shall appoint the Chairman, who shall possess an understanding of financial matters and investing. The Governor shall appoint the other members of the Committee in consultation with the Chairman. If a member of the Corporation has a role in investing the Society’s assets, he shall not also serve on the Investment Committee, the Finance Committee or the Audit Committee. In collaboration with the Corporation’s independent accountants, the Attorney General and the Bylaws Committee, the Committee shall formulate and regularly review and update the Corporation’s investment policies, which shall be set forth in the Manual; shall hire and oversee the performance of the manager of the Society’s investments; shall set performance goals for its investment portfolio; shall maintain familiarity with the financial markets and new regulations affecting the Corporation’s invested assets; shall oversee the activities and decisions of the Society’s investment advisers; and shall make reports accordingly to the Executive Committee and the Council.
Section 5.5. SPECIAL COMMITTEES. The Governor may create, merge and/or terminate one (1) or more Special Committees, to address needs of the Corporation as they arise. Such Committees as are in effect at any given time shall be listed, and their membership, purposes and responsibilities shall be described, in the Manual.
ARTICLE VI: Companies
Section 6.1. ORGANIZATION. The Corporation’s organizational structure includes a network of chapters (“Company” or “Companies”), located throughout the United States.
Section 6.2. CREATION.
Section 6.2.1. Fifteen (15) members of the Society, in good standing, all residing in relative proximity to each other and in an area that is not currently served by a Company, or where a Company is not meeting, may submit a written request to the Council for permission to create a new Company to meet within that area. If the request is granted, the Council shall issue a Charter to the person designated as Organizing Governor of the Company being formed.
Section 6.2.2. No Company shall incorporate, if it has not done so before the adoption of these Bylaws. Any Company that has previously incorporated shall promptly dissolve and terminate its corporate existence so that it remains a chapter of the Corporation as an unincorporated association.
Section 6.3. EXCLUSIVE GEOGRAPHIC AREA POLICY. This Section 6.3 applies to all Companies, regardless of the date when a Company was chartered.
Section 6.3.1. Introduction. The Society oversees a network of Companies. Both by precedent and actual practice, each Company operates in a geographic area that is reserved for its exclusive use and benefit, primarily defined by the city of its charter. There is no precedent for a Company to meet, or to start meeting or operating, in the same geographic area where another Company is already meeting and operating. The presence of two (2) or more Companies operating and meeting in the same geographic area is likely to produce competition between them, as well as confusion among new members and prospective members, and disharmony, disunity and conflict within the Jamestowne Society.
Section 6.3.2. Exclusive Area. Each Company shall meet and operate only in its assigned, or reserved, geographic area. The Governor, or the Governor’s representative, shall establish a geographic area for the exclusive use and benefit of a particular Company. The Company’s chartering city will be an important factor in defining the area. No Company shall meet or operate in the geographic area assigned or reserved to another Company, unless both Companies agree in writing to share the area on a specific occasion. Geographic areas that were established before the adoption of these Bylaws (whether by chartering city, custom, tradition, actual practice, or a combination of these factors) shall be respected. The Governor, with the consent of the Council, shall reaffirm or revise existing geographic areas for any reason satisfactory to the Council. In the event of disagreement over a Company’s geographic boundaries, the decision of the Council shall be final.
Section 6.3.3. Acknowledgment. Each Company shall acknowledge its understanding of the Exclusive Geographic Area Policy, by signing and returning the form which is attached to the Manual as an Exhibit. If a Company fails or refuses to sign and return the acknowledgement, the Company and its members shall nevertheless be bound by this Policy.
Section 6.3.4. Violation. Any Company meeting or operating in the exclusive geographic area of another Company shall be subject to the revocation of its Charter, as set forth in these Bylaws and/or the Manual.
Section 6.4. MEMBERS AND FRIENDS OF THE COMPANY. All Company members must be members in good standing of the Society. Companies, at their discretion, may designate individuals who are not members of the Society as “Friends of the Company.” Being a Friend of one Company does not extend to another Company or to the Society. “Friends of the Company” shall not be eligible to hold office and shall not have voting rights.
Section 6.5. BYLAWS. Each Company shall adopt bylaws (“Company Bylaws”), which shall be subject to the approval of the Society’s Council and shall be in substantially the same form as the sample Company Bylaws set forth as an Exhibit to the Manual.
Section 6.6. COUNCILORS AND OFFICERS. The members of each Company shall elect a Governor, a Secretary, a Treasurer and any other officers, as necessary or as required by the Company’s Bylaws; and, in addition, shall elect a Council (“Local Council”) in numbers set forth in the Company Bylaws.
Section 6.7. PROPERTY. Each Company shall own, control, and manage its property and other assets, including its bank accounts, unless other arrangements have been made with the Corporation.
Section 6.8. TERMINATION. The existence of a Company may be terminated.
Section 6.8.1. Termination by the Council. The Council, at any meeting thereof, may revoke a Company’s Charter, for any reason, including violation of another Company’s exclusive geographic area, having fewer than fifteen (15) members (the minimum number of members necessary to form a Company) residing in relative proximity to each other, or in failing to meet any criteria set forth in the Manual for operation as a Company.
Section 6.8.2. Surrender of Assets and Records; No Incorporation. If a Company dissolves and terminates for any reason, or if its Charter is revoked, it shall surrender its Charter to the Governor of the Society, and its records and it shall transfer any net assets to the Society. If a Company has previously incorporated, it shall take all steps required under its governing state law to dissolve and terminate its corporate existence and shall notify the Corporation when it has done so.
Section 6.10. ANNUAL REPORT AND ACCOUNTING; OPERATIONS. Each Company Governor shall provide an annual report to the Governor or his representative prior to the Society’s Spring Meeting, on a form provided by the Society. Each Company shall be responsible for filing its own Form 990 or e-990 with the Internal Revenue Service and any required state return; and for maintaining its tax-exempt status as a member of the Corporation’s Internal Revenue Service Group Organization. Each Company shall conduct its affairs in a manner harmonious with the aims and objectives of the Society. No Company shall adopt any bylaw, policy or procedure, engage in any activity, or take any position, that contradicts those of the Society or that could bring discredit to, or embarrass, the Society. No Company shall intentionally compete with, or in any way undermine or work against, any other Company or the Society. In the event of any conflict between the Bylaws, policies and/or procedures of any Company, and those of the Society, those of the Society shall prevail.
ARTICLE VII: Indemnification; Limitation on Liability
Section 7.1. INDEMNIFICATION OF COUNCILORS, OFFICERS, EMPLOYEES AND AGENTS.
Section 7.1.1. Proceeding. As used in these Bylaws, the term “proceeding” includes civil suits, criminal prosecutions, administrative and investigative actions conducted by governmental agencies; any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal; and any accusation, allegation or charge that may ultimately be settled or otherwise resolved without litigation or the filing or commencement of an action in a tribunal of any kind.
Section 7.1.2. Mandatory Indemnification. To the fullest extent allowed by law, the Corporation shall indemnify a present or former Councilor, Officer, Employee or Agent in any proceeding to which he was a party, because he held such a position, against reasonable expenses incurred by him in connection with any proceeding, including the costs associated with being a witness or responding to an inquiry or investigation.
Section 7.1.3. Liability Insurance. The Corporation shall maintain ample insurance on behalf of present and former Councilors, Officers, Employees and Agents against liability (including costs of defense) asserted against or incurred by such person in that capacity or arising from his status as a Councilor, Officer, Employee or Agent, whether or not the Corporation would have power to indemnify him against the same liability under Virginia law.
Section 7.2. ADVANCE FOR EXPENSES. Except to the extent that defense a proceeding against him is provided under the Corporation’s liability insurance policy, the Corporation may advance expenses incurred in defending and/or settling such a proceeding prior to the final disposition thereof, as authorized by the Council in the specific case, upon receipt of:
A. A written affirmation from the Councilor, Officer, Employee or Agent of his good faith belief that he is entitled to indemnification as authorized in this Article, and
B. An agreement by or on behalf of the Councilor, Officer, Employee or Agent to repay such amount, if it shall ultimately be determined that he is not entitled under these Bylaws to be indemnified by the Corporation.
Section 7.3. LIMITATION ON LIABILITY. In any proceeding brought by or in the right of the Corporation, or brought by or on behalf of members of the Corporation, no damages shall be assessed against any Councilor, Officer, Employee or Agent arising out of a single transaction, occurrence, or course of conduct.
ARTICLE VIII: Miscellaneous
Section 8.1. BOOKS AND RECORDS. The Corporation shall keep correct and complete books and records of account and financial statements and shall also keep minutes of the proceedings of its Council, Executive Committee and other Committees as required by these Bylaws or the Manual. All books and records of the Corporation may be inspected by any member, or his accredited agent or attorney, for any proper purpose at any reasonable time, with reasonable advance written notice. The Corporation shall implement a document retention policy, which shall be set forth in the Manual.
Section 8.2. FISCAL YEAR AND AUDIT. The fiscal year of the Corporation shall be January 1 through December 31, inclusive (“Fiscal Year”). Promptly after the close of each Fiscal Year, financial records and transactions of the Corporation for the Fiscal Year just ended shall be examined by certified public accountants, in either a “review” or an “audit,” as those terms are used in the accounting profession, as directed by the Council. A report of the accountants’ review or audit shall be made to the Council within ninety (90) days after the close of the Fiscal Year.
Section 8.3. SEAL. The seal of the Corporation shall be a pointed oval in design, embodying a likeness of King James I of England, with the words “Jamestowne Society,” the dates 1607-1700, the words “pro concilio primæ coloniæ Virginiæ,” and such other design features, all as said Seal appears stamped on the letterhead attached to these Bylaws, incorporated herein by reference, and as has been approved by the United States Patent and Trademark Office. A copy of the Seal is attached to these Bylaws as Exhibit A.
Section 8.4. DISPOSITION OF ASSETS.
Section 8.4.1. General. Any disposition of the Corporation’s assets in the regular course of business (“Assets”) (other than sale of investment securities for purposes of reinvestment and in accordance with the Corporation’s investment policies) shall be approved only by written authorization of the Council at a meeting of the Council.
Section 8.4.2. Conveyances, Etc. With the Council’s authorization at a meeting of the Council, and with any other required approvals and limitations that may be set forth in the Manual, the Corporation may incur debt, and convey, assign or encumber assets of the Corporation. Two of the following Officers, the Governor, Lieutenant Governor, and Secretary of the Treasury shall have the power to execute and deliver any and all instruments of transfer, assignment, conveyance, and encumbrance.
Section 8.4.3. Other Transfers, Etc. Except as provided in the following sentence, the Officers defined in Section 8.4.2 may transfer, endorse, assign, sell, set over, and deliver any and all shares of stock, bonds, debentures, notes, evidences of indebtedness, or other securities or funds now or hereafter held in the name of or owned by the Corporation; and to make, execute, and deliver any and all written instruments necessary or proper to take such action. Notwithstanding the previous sentence, any investment manager shall have authority (in compliance with the Corporation’s investment policies set forth in the Manual) to make normal purchases and sales of securities in the Corporation’s investment account, for purposes of investment and reinvestment in the ordinary course of business.
Section 8.4.4. Final Disposition; Dissolution and Termination of Corporation.
A. The sale, exchange or other disposition of substantially all of the Assets of the Corporation shall be authorized only in the manner prescribed in these Bylaws and by applicable law.
B. Upon dissolution and termination of the Corporation in accordance with Virginia law, any net assets lawfully available for distribution shall be distributed to one or more qualifying organizations described in Section 501(c)(3), which organization or organizations have a charitable purpose generally similar to any of those of the Corporation. The organization to receive the assets of the Corporation hereunder shall be selected in the discretion of a majority of the Council. If the Council cannot agree, any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the City of Richmond, Virginia or in the county where the principal office of the Corporation is located at the time of the dissolution and termination, to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.
Section 8.5. TAX-EXEMPT ACTIVITY; NO PRIVATE INUREMENT.
Section 8.5.1. Tax-Exempt Activity. The Corporation is not organized for profit and shall be operated exclusively for one or more of the purposes specified in Section 501(c)(3), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3). No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, no Councilor, Officer, Member, employee, or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3), or by any organization contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and Regulations as they now exist or may be amended.
Section 8.5.2. No Private Inurement. The net earnings of the Corporation shall be devoted exclusively to charitable, educational, historical and patriotic purposes and shall not inure to the benefit of any private individual. However, Officers, Councilors, and Members may be paid reasonable compensation and reimbursed for reasonable out-of-pocket expenses while employed by or engaged as a consultant or independent contractor performing professional or other similar services for the Corporation, in which case such engagement shall be on terms of compensation comparable to those charged by for similar services performed by someone who is not an Officer, Councilor or Member.
Section 8.6. CONFLICT OF INTEREST. The Council shall adopt and periodically review a Conflict of Interest Policy to protect the Corporation’s interest when it is contemplating any transaction or arrangement which may benefit any Councilor, Officer, Employee, or member of a Committee with Council-delegated powers. Such Policy shall be maintained in the Manual, and all affected persons shall be familiarized with the Policy.
Section 8.7. NOTICE. Notice of Council and Committee meetings shall specify the place, day, and hour of meeting. The purpose of a Regular Meeting need not be specified, but the purpose of a Special Meeting shall be specified in the notice. The manner of giving notice shall be set forth in the Manual.
Section 8.8. AMENDMENTS. These Bylaws may be amended by the affirmative vote of a majority of the Members present at a Regular Meeting of the Membership at which a quorum is present in person. Additionally, they may be repealed and new, Amended and Restated Bylaws adopted, in the same manner. Any notice of a meeting at which these Bylaws are proposed to be amended, or repealed and new, Amended and Restated Bylaws adopted, shall include notice of the proposed action, and either set forth the language of the proposed amendment or proposed Amended and Restated Bylaws, or inform members of the Corporation that such document will be available to be viewed on the Corporation’s website. No amendment shall be made to these Bylaws which would cause the Corporation to cease to qualify as an exempt corporation under Section 501(c)(3). Any Amended or Amended and Restated Bylaws shall be consistent with the Articles of Incorporation.
Section 8.9. USE OF MEMBERSHIP ROSTER. “The Jamestowne Society Roster of Active Members” is a copyrighted document belonging to the Society. Its purpose is to provide an active, accurate list of members of the Society, for the sole use by its membership for communication among its members regarding the business of the Society. Therefore, the use of “The Jamestowne Society Roster of Active Members” for commercial, charitable, or any other purpose than its original intention is prohibited, unless specifically approved by the Council. Anyone having access to the Roster and/or any other proprietary information in the custody of the Corporation (including but not limited to the information contained in applications for membership) may be required to sign a confidentiality/nondisclosure agreement.
Section 8.10. SEVERABILITY. The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event, these Bylaws shall be construed in all respects as if such invalid provisions were omitted.
Section 8.11. GOVERNING LAW; VENUE. The interpretation, administration and operation of these Bylaws, and the governance of the Society, shall be governed by the law of the Commonwealth of Virginia. All financial transactions shall be deemed to occur therein. All contracts shall be deemed to have been entered into therein. Any litigation shall take place in the state or federal courts in the City of Richmond, Virginia. All members consent to the personal jurisdiction and venue of the courts in said county. All members also consent to the holding of any alternative dispute resolution proceedings in an appropriate office in the City of Richmond, Virginia.
Section 8.12. GENDER, NUMBER. In these Bylaws and the Manual and any other document, unless clearly indicated otherwise, the use of the masculine shall include the feminine and neuter, and vice versa; and the use of the singular shall include the plural and vice versa.
BYLAWS CERTIFICATE
The undersigned certifies that he is the Secretary of State of The Jamestowne Society, a Virginia Nonprofit Corporation, and that he is authorized to execute this Certificate on behalf of the Corporation; and he further certifies that the foregoing Amended and Restated Bylaws, consisting of twenty-three pages, including this page, constitute the Bylaws of the Corporation as of this date, duly adopted by the Members of the Corporation at their November 9, 2019 Annual Meeting.
This 9th day of November, 2019.
By: ____________________________________________________________
Governor
By: ____________________________________________________________
Secretary of State
Section 1.1. NAME. The name of the Corporation shall be Jamestowne Society, Inc. (hereinafter, the “Society” or the “Corporation”).
Section 1.2. OFFICE. The Society may from time to time establish an office in the Commonwealth of Virginia, as the Council may direct. Its principal office at the time of the adoption of these Amended and Restated Bylaws (hereinafter, “Bylaws”) is in Richmond, Virginia.
Section 1.3. MISSION. The Society exists for educational, historical, patriotic and charitable purposes, including the following:
A. To discover and record the names of all early settlers of Jamestowne in the Colony of Virginia who made the great sacrifice to establish our English-speaking Nation; to unite their descendants to honor the memory of their settler-ancestors; to record their history; and to pay homage to the birthplace of Virginia and the Nation;
B. To associate their descendants as members of the Society;
C. To bring the members into closer association through activities revolving around matters of common historical and genealogical interest;
D. To promote and support the restoration of historical records, documents, objects, and edifices which are of lasting cultural value to the people of Virginia and of the Nation;
E. To assist in the organization of local chapters of the Society, known as Companies, reminiscent of the London and Virginia Companies, where membership and interest justify them; and
F. To engage in activities consistent with, and to promote and support, the foregoing purposes and to exercise all the rights and powers vested in non-stock corporations by law as are consistent with the exemption under Section 501(c)(3) of the Internal Revenue Code of 1954. Any reference to Section 501(c)(3) and/or the Internal Revenue Code, in these Bylaws or in the Policies and Procedures Manual described below, shall include any corresponding provision of any successor statute.
Section 1.4. COOPERATION. To maximize the Society’s accomplishment of its mission and purposes, it may seek to cooperate with other non-profit organizations that are exempted under Section 501(c)(3) and are operated exclusively for purposes similar to and consistent with the purposes of the Society.
Section 1.5. RELATED ACTIVITIES. The Corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to effect the purposes for which the Corporation is organized, and to aid or assist other organizations or persons whose activities further accomplish, foster or attain such purposes. The powers of the Corporation include, but are not limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions.
ARTICLE II: Members
Section 2.1. MEMBERS. The Corporation is a “membership” organization. There shall be one class of membership.
Section 2.2. ELIGIBILITY.
Section 2.2.1. Application. Application for admission to membership shall be upon written invitation. The Council shall prescribe the application forms.
Section 2.2.2. Qualifications. The membership shall be composed of such qualified persons as may from time to time be admitted to membership as herein provided. All applicants must provide strict documentary proof, which shall be subject to approval by the Society in its sole discretion, that they are direct lineal descendants of a Qualifying Jamestowne Ancestor (“Qualifying Ancestor”). The following criteria are used to determine whether an early settler may be included as a Qualifying Ancestor for the purpose of membership in the Jamestowne Society. Qualifying Ancestors are defined as:
A. Stockholders of the London Company or the Virginia Company;
B. Members of one of the Guilds owning stock in one or both of the aforesaid companies during the investment period, April 10, 1606 to May 24, 1624;
C. Signers of any of the three Charters of the Virginia Company of London in 1606, 1609, and 1612;
D. Those who owned land or had domiciles in Jamestowne, or on Jamestowne Island, prior to 1700, including but not limited to any person who held one or more of the following offices: Governor, Secretary of State, Treasurer, Attorney General, and Auditor General of the Colony; member of the Council of State or the House of Burgesses; and Clerk and Deputy Clerk of the General Court;
E. Residents in Virginia at the time of the 1624/25 Muster or earlier;
F. Ordained Anglican ministers serving in Virginia prior to 1700; and
G. Official Indian interpreters serving in Virginia prior to 1700.
Section 2.3. MEMBERSHIP MEETINGS. The Society shall hold two regular meetings of the members each year, an Annual meeting and a Spring Meeting, as provided in Sections 2.3.1 and 2.3.2 below. It may also hold Special Meetings, as provided in Section 2.3.3 below.
Section 2.3.1. Annual Meeting. There shall be an Annual Meeting of members (“Annual Meeting”) to elect Councilors and Officers and to transact such other business as may properly come before the meeting. The Annual Meeting shall be held in the vicinity of Richmond, Virginia during the month of November on such date, and at such time and place, as the Council may determine.
A. The order of business at Annual Meetings shall be as follows:
1. Call to order.
2. Invocation.
3. Pledge of Allegiance to the United States Flag.
4. Announcement of quorum.
5. Reading of the minutes of the last Annual or other Membership Meeting.
6. Introductions and recognitions.
7. Miscellaneous business, such as guest speakers, announcements of scholarship recipients, and any vote to be taken on amendments to the Bylaws.
8. Election, announcement of any appointed Councilors, and installation of Officers and Councilors.
9. Benediction and adjournment.
B. At the Spring Meeting and any Special Meeting of the Society, held pursuant to Sections 2.3.2 and 2.3.3 below, the foregoing order of business shall be followed, as appropriate.
Section 2.3.2. Spring Meeting. In addition to the Annual Meeting, there shall be a regular spring meeting of the members (the “Spring Meeting”), to be held on an appropriate date in May of each year, in the vicinity of Jamestown or Williamsburg, Virginia. However, the Council shall have authority to change the date of the Spring Meeting to a date outside the month of May, but reasonably close to May 14, the date of the first landing at Jamestowne. Such a change of date must be for extraordinarily good cause and approved only upon rare occasions (such as the timing of an important anniversary pertaining to Jamestowne, which occasion merits special celebration, dignity and observance).
Section 2.3.3. Special Meetings. Special Meetings of the members (“Special Meetings”) may be called by the Governor or by resolution of the Council. Any Special Meeting shall be held in Richmond, Virginia.
Section 2.4. NOTICE. Written notice of each meeting of the members (“Membership Meeting”), stating the date, time, place, and, for a Special Meeting, the purpose or purposes of such meeting, shall be given as provided in the Policies and Procedures Manual described below. Written notice to members, whether of meetings or for any other reason, includes, but is not limited to, any of the following: Documents mailed to the last known address of a member; publication in the Corporation’s published magazine mailed to the last known address of a member; posting on the Corporation’s website; and publication in a newspaper of general circulation in the City of Richmond or Henrico County, Virginia. Written notice also includes notice by electronic mail to members for whom the Corporation has electronic mail addresses, which shall be deemed consent by those members to receive communications by electronic mail unless a member specifically notifies the Corporation that he does not consent to receive notices by electronic mail.
Section 2.4.1. In order for members who live at a distance from Richmond and Williamsburg to calendar the Membership Meetings and make travel reservations more than sixty (60) days before meetings are held, notices that are mailed may be sent more than 60 days in advance of meetings, for the purpose of attempting to ensure that members receive mailed notices a full sixty (60) days in advance.
Section 2.4.2. Notice of any Special Meeting shall be given not less than thirty (30) days before the meeting. Any Special Meeting shall be held within forty-five (45) days after the decision is made to hold the meeting.
Section 2.5. REMOTE OR ELECTRONIC PARTICIPATION; PROXIES. A member cannot attend, vote, or act, either by remote (including telephonic) or electronic participation or by proxy, at a Membership Meeting.
Section 2.6. QUORUM. Twenty-five (25) or more members present in person shall constitute a quorum at all Membership Meetings.
Section 2.7. DISCIPLINARY ACTION.
Section 2.7.1. General. The Council shall have authority to expel or sanction a member of the Society at a meeting of the Council. If a member is expelled, his membership fee shall be refunded, net of any nonrefundable fee paid for genealogical review and approval of the member’s initial application and any supplemental application. No member shall be expelled or sanctioned unless such action is undertaken in good faith and follows fair and reasonable procedures. The Council shall publish written procedures consistent with these standards in the Policies and Procedures Manual defined below.
Section 2.7.2. Final Decision. The Council’s decision with regard to expulsion or sanction of a member shall be final.
ARTICLE III: The Council
Section 3.1. GENERAL POWERS AND CORPORATE GOVERNANCE. Except as otherwise provided by the Corporation’s Articles of Incorporation, these Bylaws, and state and federal law, the Corporation shall be governed by, and all corporate powers shall be exercised by or under the authority of, a Board of Directors, which shall be called the Council (the “Council”). The Council may exercise emergency powers as authorized by law.
Section 3.2. COMPOSITION, ELECTION, AND TERM LIMITS.
Section 3.2.1. Composition. Members of the Council shall be members of the Corporation in good standing, shall have demonstrated loyalty to and interest in the Corporation, shall have been active participants in the Corporation, and shall be persons of high repute. The Council shall consist of the following Councilors, all of whom shall have full voting rights:
A. The Officers of the Corporation, who shall serve ex officio;
B. All past Governors, who shall also serve ex officio; and
C. Twelve (12) at-large Councilors, who shall be elected at the Annual Meeting. An at-large Councilor shall serve a term of three years and until his successor is duly elected, except as hereinafter provided. Such terms shall commence upon their election at the Annual Meeting. Four at-large Councilors shall be elected each year, so that their terms of office are staggered.
D. Up to three (3) additional Councilors, appointed at the discretion of the Governor.
Section 3.2.2. Vacancy.
A. The Council or the members may remove any Councilor, with or without cause.
B. If the office of Governor becomes vacant, the Lieutenant Governor shall automatically fill that vacancy.
C. If an at-large Councilor or an Officer other than the Governor does not complete his term for any reason and a vacancy occurs, the Governor shall appoint a replacement to complete his term. The appointee shall be subject to ratification by the Council at a meeting of the Council held within thirty (30) days after the vacancy occurs. If an at-large Councilor becomes an Officer, his position as an at-large Councilor shall become vacant.
D. If any other Councilor who was not elected at-large does not complete his term for any reason and a vacancy occurs, the Governor shall appoint a replacement to complete his term.
Section 3.2.3. Term Limits. The twelve (12) at-large Councilors shall be ineligible for reelection to the Council for one year after expiration of their three-year term of office. However, anyone elected to serve the remainder of an unexpired term shall be eligible for election to a full three-year term at the end of the partial term. The at-large Councilors as of the date of adoption of these Bylaws shall continue as such for the remainders of the terms to which they were elected. Any Councilor appointed by the Governor shall serve a one-year term and may be reappointed.
Section 3.3. MEETINGS.
Section 3.3.1. Time of Meetings. The Council shall meet at least two (2) times during the Fiscal Year (“Regular Council Meetings”). One (1) Regular Council Meeting shall be held immediately before the Annual Meeting for transacting any business before the Council. The other required Regular Council Meeting shall be held immediately before the Spring Meeting. The Council may hold special meetings (“Special Council Meetings”) at the call of the Governor or any four (4) Councilors. A Special Council Meeting shall take place not fewer than seven (7), nor more than fourteen (14) days after notice of the meeting is given.
Section 3.3.2. Reports to Executive Committee Required. The Secretary of State shall submit a written report of each Council meeting to the Executive Committee prior to each Executive Committee meeting. Such report shall include, at a minimum, the minutes of the Council meeting (including motions, a summary of any discussion, and the votes taken), whether or not the Council has formally approved such minutes. Such report shall also set forth in detail the actions of the Council since the last Executive Committee Meeting.
Section 3.4. WAIVER OF NOTICE. A Councilor may waive Notice of any Council Meeting before, at, or after, such meeting. The attendance of a Councilor at a Council Meeting, in person or by telephone or other electronic means, shall constitute a waiver of Notice, except where a Councilor attends for the express purpose of objecting to the Notice.
Section 3.5. QUORUM AND VOTING. Seven ex officio and/or other Councilors, present when the meeting is called to order, whether present in person or by telephone or other electronic means, shall constitute a quorum for the transaction of business at any Council Meeting. Each Councilor shall have one vote, unless one Officer is holding two positions, in which case he shall have only one vote. At a meeting at which there is a quorum, a simple majority vote in favor of any action shall be sufficient to transact business, unless a greater majority is required under the Articles of Incorporation, these Bylaws, or by state or federal law. The Councilors present at a Council Meeting that does not have a quorum may adjourn such meeting from time to time without further Notice, except for an announcement of the adjournment, until a quorum shall be present. No vote or action shall be taken at a meeting at which a quorum is not present.
Section 3.6. TIE VOTES. If there is an occasion when Councilors are unable to make a decision based on a tied number of votes at a meeting at which there is a quorum, the Governor or Lieutenant Governor, in order of precedence, shall have the power to decide the issue.
Section 3.7. ACTION WITHOUT A MEETING. Any action required or permitted to be taken at a Council Meeting may be taken without a meeting if a consent in writing, setting forth the action to be taken, is signed by all of the Councilors entitled to vote upon such action at a meeting. Such consent (which may be signed in counterparts) shall have the same force and effect as a unanimous vote of the Council. For purposes of this section, an e-mail transmission from an e-mail address on record constitutes a valid writing. Notwithstanding the foregoing, the Council shall not take any action listed in Section 5.2.5 below without holding an actual meeting.
Section 3.8. POLICIES AND PROCEDURES MANUAL.
Section 3.8.1. Creation and Maintenance of Manual. The Council shall create and maintain a Policies and Procedures Manual (hereinafter, the “Manual”). Any change to any policy or procedure shall be reflected in an amendment to the Manual so that the Council, all Committees, and the staff of the Corporation will be notified of such changes. The Manual and any amendments thereto or restatement thereof shall at all times be subject to approval by a majority vote of the Council.
Section 3.8.2. Contents of Manual. The Manual shall set forth important policies and procedures relating to the operations and management of the Corporation that are considered necessary for its proper and transparent operations. Without limiting the generality of the foregoing, the Manual shall contain corporate policies on subjects including auditing, financial practices, investments, Companies, document retention, confidentiality, personnel, transparency and accountability, and ethics. The Manual shall also contain memoranda describing the Standing and Special Committees and each Committee’s membership, purpose, responsibilities, and any rules of procedure.
Section 3.9. COMPENSATION. Councilors shall not receive compensation for their services as Councilors or Officers, per se, or for serving on any Committee or Committees. They may be compensated if they are employed by the Corporation, or are engaged as independent contractors, to provide professional or other services to the Corporation. Councilors may be reimbursed for their out-of-pocket expenses incurred on behalf of the Corporation, pursuant to policies adopted by the Council and set forth in the Manual.
Section 3.10. MEETING ATTENDANCE; ATTENDANCE BY TELEPHONE OR TELECONFERENCE; PRESUMPTION OF ASSENT. Councilors may attend meetings by such remote (including telephonic) or electronic means as the Society may make available, by which all Councilors participating may simultaneously hear each other during the meeting. A Councilor participating in a meeting by this means is deemed to be present in person at the meeting. Proxies shall not be permitted. The Council may adopt rules governing attendance requirements, and the presumption of assent at Council meetings. Such rules shall be published and set forth in the Manual.
ARTICLE IV: Officers
Section 4.1. NUMBER AND QUALIFICATIONS. The Officers of the Corporation shall consist of a President, whose title shall be Governor; a Vice-President, whose title shall be Lieutenant Governor; a Secretary, whose title shall be Secretary of State; a Treasurer, whose title shall be Secretary of the Treasury; an Attorney General; an Auditor General; a Registrar; a Historian; and a Chaplain. Any two offices may be held concurrently by the same person, except that the Offices of Governor and Lieutenant Governor cannot be held by the same person; the Offices of Governor and Secretary of State cannot be held by the same person; and the Offices of Governor and Secretary of the Treasury cannot be held by the same person. Anyone who holds two offices shall have only one vote.
Section 4.2. ELECTION AND TERM OF OFFICE. All Officers shall be members of the Corporation in good standing, and shall be elected by the members at the Annual Meeting each year. Officers shall be elected to a term of one (1) year, or until their respective successors are elected. Their terms shall commence upon their election at the Annual Meeting. No Officer (with the exceptions of the Secretary of the Treasury, Registrar, and Chaplain) shall be elected to the same office for more than two consecutive terms.
Section 4.3. REMOVAL AND RESIGNATION. The Council may remove any Officer at any time, with or without cause, unless the Officer has contractual rights that supersede this provision. Removal of an Officer for cause shall be done pursuant to the same procedure as sanctioning or expelling a member, as provided in the Manual. Additionally, an Officer may resign at any time by giving written notice to the Corporation, without prejudice to the rights, if any, of the Corporation under any contract to which the Officer is a party. Any resignation shall take effect at the date of the receipt of the notice, or at any later time specified in the notice. Written acceptance of the notice of resignation shall not be necessary to make it effective.
Section 4.4. DUTIES AND AUTHORITY OF OFFICERS.
Section 4.4.1. Governor. The Governor shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Society, the Council and the Executive Committee at which he is present. He shall discharge all duties incumbent upon a presiding officer of a tax-exempt, public benefit, non-stock, nonprofit corporation. He shall perform such other duties as the Bylaws provide and as the Council may delegate or prescribe. Either he or the Secretary of the Treasury shall sign the Corporation’s annual returns.
Section 4.4.2. Lieutenant Governor. The Lieutenant Governor shall perform the duties of the Governor in the absence of the Governor, and shall perform such other duties as the Governor or the Council, or these Bylaws, may delegate or prescribe.
Section 4.4.3. Secretary of State. The Secretary of State shall perform the customary duties of the Secretary of a tax-exempt, public benefit, non-stock, nonprofit corporation, and such other duties as the Governor or the Council, or these Bylaws, may delegate or prescribe. The records and seal of the Corporation shall be kept at the Corporation’s principal office in the direct custody of the Executive Director.
Section 4.4.4. Secretary of the Treasury. The Secretary of the Treasury shall perform the customary duties of the Treasurer of a tax-exempt, public benefit, non-stock, nonprofit corporation, and such other duties as the Governor or the Council, or these Bylaws, may delegate or prescribe. The Secretary of the Treasury shall affix his signature to the Corporation’s financial statements, and either he or the Governor shall sign the Corporation’s annual returns.
Section 4.4.5. Attorney General. The Attorney General shall perform all duties required of him as the Legal Officer of the Corporation. If the Attorney General informs the Council that a matter is beyond routine operational questions or is outside his expertise, the Council shall refer the matter to outside counsel. Additionally, or in the alternative, the Council may approve the engagement of the Attorney General to perform legal services beyond routine operational questions, in which case such engagement shall be on terms of compensation comparable to those charged by competent attorneys in private law practice in Richmond, Virginia.
Section 4.4.6. Auditor General. The Auditor General shall possess financial expertise. He shall at least quarterly make an internal examination of all financial books and records of the Society and report his findings and recommendations to the Council. He shall chair the Audit Committee and shall see that the duties of the Audit Committee, including engaging and overseeing the services of outside accountants, are performed.
Section 4.4.7. Registrar. The Registrar shall advise the Council on genealogy and related policies, and to the extent reasonably feasible, shall be in charge of maintaining records of the membership, including newly-admitted members and deceased members. This may include contact information, members’ membership and participation in Companies, and records of members’ deaths. The aforementioned records shall be kept at the Corporation’s principal office in the direct custody of the Executive Director, with the Registrar to have a duplicate set of such records or ready access to such records. Additional duties of the Registrar may also be delegated to the Executive Director.
Section 4.4.8. Historian. The Historian shall be knowledgeable of Jamestowne’s history, including its settlement, and of the Society’s history, including its founding, its development, and its achievements. He shall promote a general understanding of these subjects for the benefit of the members and the public.
Section 4.4.9. Chaplain. The Chaplain shall conduct and supervise all religious activities and ceremonies of the Society. All proceedings of the Society, Council and Executive Committee shall be opened with a prayer.
Section 4.4.10. Unilateral Actions. No Officer shall have authority to expend, or authorize the expenditure of, funds of the Corporation in excess of the Corporation’s budget without the approval of the Council, except for use of reserve funds when an urgent need of the Corporation arises, or for minor, routine repairs to the Corporation’s property and repair or replacement of equipment.
Section 4.4.11. Officers Not Employees. The Officers, when acting in that capacity, including serving on Committees, are not employees of the Corporation. An Officer may accept duties that make him also an employee. Due to their responsibilities, the Governor, Lieutenant Governor, Secretary of State and Secretary of the Treasury shall be deemed senior management of the Corporation.
ARTICLE V: Committees
Section 5.1. GENERAL. The Council shall conduct the Corporation’s business with the assistance of the Council’s Standing Committees (Section 5.2, et seq.) and Special Committees (Section 5.4) (collectively, “Committee” or “Committees”). A Committee shall have the authority necessary to conduct the business, discharge the duties, and perform the tasks delegated to the Committee by these Bylaws and by Council Resolution, if any, as set forth in the Manual. Any Committee shall be subject to Section 5.2.5 (“Limitation on Authority”).
Section 5.1.1. Committee Members. Except as otherwise provided in these Bylaws or the Manual:
A. The Governor shall appoint the Chairmen of the Committees, and shall appoint the Committee Members in consultation with the Committee Chairmen; and
B. The Committee Members shall serve until the next Annual Meeting or until their successors are elected or appointed; and shall elect one of its Members to serve as Secretary of the Committee.
Section 5.1.2. Committee Meetings. A meeting may be called by the Committee Chairman or by any two Committee Members, with at least seven business days’ advance notice. At any Committee meeting, a majority of the Committee Members shall constitute a quorum for the transaction of business. Committee Members may attend by such remote (including telephonic) or electronic means as the Corporation may make available, by which all Committee Members participating may simultaneously hear each other during the meeting. A Committee Member participating in a meeting by this means is deemed to be present in person at the meeting. Voting by proxy shall be prohibited. Committees shall submit reports to the Executive Director to be maintained in the records of the Corporation.
Section 5.1.3. COMPENSATION. Committee Members shall not receive compensation for their services on Committees.
Section 5.2. EXECUTIVE COMMITTEE.
Section 5.2.1. Composition. The Executive Committee shall be a Standing Committee of the Council. The Governor shall chair the Executive Committee. The Executive Committee shall consist of all Officers, the Immediate Past Governor if such Governor served at least a one-year term, and three additional Councilors appointed by the Governor.
Section 5.2.2 Vacancy on Executive Committee. Any vacancy on the Executive Committee shall be filled in accordance with Section 3.2.2 above.
Section 5.2.3. Term of Councilors serving on Executive Committee. Except for the Immediate Past Governor, the non-Officer members of the Executive Committee shall serve a one (1)-year term, but shall be eligible for reappointment, if the Governor so chooses.
Section 5.2.4. Powers and Functions. Between meetings of the Council, the Executive Committee shall act on behalf of the Council, subject, however, to Section 5.2.5 below (“Limitation on Authority”) to Section 5.2.6 below (“Reports to Council Required”), and to the following definitions, restrictions, and mandates:
A. The Executive Committee is a committee of the Council. Its power is derivative of the Council’s power, and it does not exercise plenary power.
B. The Executive Committee shall refer matters to the Council where there is any uncertainty regarding the Executive Committee’s authority to act on behalf of the Council in a particular matter. If the matter is an emergency, a Special Meeting of the Council may be held.
C. The Council may approve, disapprove or modify all actions of the Executive Committee that were taken between Council meetings, with the exception of binding contracts that the Executive Committee approved.
D. Unless these Bylaws otherwise require, when the word “Council” is used herein, the authority of the Executive Committee to act is incorporated by reference.
Section 5.2.5. Limitation on Authority. The Executive Committee shall not exercise authority conferred specifically upon the members of the Society or upon the Council, respectively, or otherwise prohibited herein, including but not limited to:
A. To amend or alter these Bylaws, or adopt new Amended and Restated Bylaws that supersede these Bylaws;
B. To amend or restate the Articles of Incorporation;
C. To elect, appoint, or remove any Councilor, Officer, or Member of any such Committee;
D. To adopt a plan of merger or consolidation with another organization;
E. To authorize the Corporation to incur debt, or to authorize the sale, lease, exchange, or mortgage of all or a significant portion of the Corporation’s property and assets;
F. To authorize the voluntary dissolution, or revoke proceedings for voluntary dissolution, of the Corporation;
G. To adopt a plan for the distribution of the Corporation’s assets;
H. To expend, or authorize the expenditure of, funds of the Corporation in excess of the Corporation’s budget without the approval of the Council, except for use of reserve funds when an urgent need of the Corporation arises, or for minor, routine repairs to the Corporation’s property and repair or replacement of equipment;
I. To approve any transaction
1. To which the Corporation is a party and one or more Councilors have a material financial interest; or
2. Between the Corporation and one or more of its Councilors; or
3. Between the Corporation and any person in which one or more of its Councilors have a material financial interest;
J. To amend, alter, or repeal any resolution of the Council;
K. To terminate a Company’s Charter for any reason;
L. To sanction or expel a member of the Society; or
M. To take any action that may be prohibited by the Corporation’s Articles of Incorporation, these Bylaws, or any provision of law.
Section 5.2.6. Reports to Council Required. The Secretary of State shall submit a written report to the Council prior to each Council Meeting. Such report shall include, at a minimum, the minutes of all Executive Committee meetings (including motions, a summary of any discussion, and the votes taken), whether or not the Executive Committee has formally approved such minutes. Such report shall set also forth in detail the actions of the Executive Committee since the last Council Meeting.
Section 5.2.7. Rules of Procedure and Quorum. The Executive Committee shall fix and establish its own rules of procedure, which shall be set forth in the Manual. The Committee shall meet as provided by such rules or at the call of the Governor or any four Committee Members. A majority of the Executive Committee Members shall constitute a quorum. An affirmative vote of a majority of those present at a meeting at which there is a quorum shall be necessary to take any action.
Section 5.3. NOMINATING COMMITTEE.
Section 5.3.1. Membership of Committee. The Nominating Committee shall be comprised of all Past Governors who have served at least a full one (1)-year term, and the sitting Governor and Lieutenant Governor. The most recent Past Governor who has served at least a full one (1)-year term shall chair the Committee. A quorum shall consist of three Committee Members who attend either in person or by telephonic or other electronic means as provided in Section 5.1.2 above.
Section 5.3.2. Nominations. The Nominating Committee shall nominate a person to each Officer position and to the at-large Councilor positions to succeed at-large Councilors whose terms are expiring, for election at the next Annual Meeting. However, the Governor and Lieutenant Governor, respectively, shall leave the meeting, and shall not participate in discussion or voting, on the nomination, for an office for which he is eligible for nomination. The Governor and Lieutenant Governor shall be entitled to remain in the meeting, participate in discussions, and vote, on any nomination for a position for which he is not eligible for nomination.
Section 5.3.3. Nominations from the Floor. Nothing in this section shall preclude members of the Corporation from making additional nominations at the Annual Meeting, provided that the person being nominated has given permission in advance to have his name placed in nomination.
Section 5.4. OTHER STANDING COMMITTEES.
Section 5.4.1. Audit Committee. The Audit Committee shall be chaired by the Auditor General and shall consist of at least two (2) other Councilors. The Governor shall appoint the other members of the Committee, in consultation with the Chairman. The members of the Committee shall not include the Governor, Lieutenant Governor, or the Secretary of the Treasury, or Employees or independent contractors (who are deemed to be part of the management of the Corporation); and they shall not be compensated for serving on this Committee. Audit Committee members shall not have an interest in or any other conflict of interest with any entity doing business with the Corporation. As many Committee Members as possible shall possess financial expertise sufficient to enable them to understand financial statements, evaluate accounting firms’ bids to perform services for the Corporation, and make sound and informed financial decisions.
Section 5.4.2. Bylaws Committee. The Bylaws Committee shall consist of at least three (3) members of the Society (who may include Councilors). The Governor shall appoint the Chairman, and shall appoint the other members of the Committee, in consultation with the Chairman. The Committee shall include a qualified licensed attorney, if feasible. The Committee shall monitor changes in laws, regulations and standards for governance of highly reputable nonprofit organizations and see that the Corporation’s Bylaws and Manual are consistent therewith. It shall propose amendments to the Articles of Incorporation, these Bylaws, and the Manual. It shall advise and coordinate with the Council and the Committees in setting forth their duties, and in preparing the Manual and keeping it current.
Section 5.4.3. Finance Committee. The Finance Committee shall consist of at least three (3) members of the Society (who may include Councilors), including the Secretary of the Treasury. The Governor shall appoint the other members of the Committee, in consultation with the Chairman. The Finance Committee shall oversee the Corporation’s financial planning activities, including preparing the annual budget; shall monitor the Corporation’s spending and its operating funds for compliance with the budget and adequacy in meeting the ongoing costs of operations, including both unforeseen needs and opportunities of which the Corporation should avail itself. The Committee shall make recommendations to the Council concerning the appropriate insurance coverage for the Corporation, including errors and omissions/liability insurance for Councilors and staff, and other insurance benefits for the Corporation’s staff, but not including property and casualty insurance coverage for the Corporation’s assets.
Section 5.4.4. Investment Committee. The Investment Committee shall be comprised of at least three (3) members of the Society (who may include Councilors). The Governor shall appoint the Chairman, who shall possess an understanding of financial matters and investing. The Governor shall appoint the other members of the Committee in consultation with the Chairman. If a member of the Corporation has a role in investing the Society’s assets, he shall not also serve on the Investment Committee, the Finance Committee or the Audit Committee. In collaboration with the Corporation’s independent accountants, the Attorney General and the Bylaws Committee, the Committee shall formulate and regularly review and update the Corporation’s investment policies, which shall be set forth in the Manual; shall hire and oversee the performance of the manager of the Society’s investments; shall set performance goals for its investment portfolio; shall maintain familiarity with the financial markets and new regulations affecting the Corporation’s invested assets; shall oversee the activities and decisions of the Society’s investment advisers; and shall make reports accordingly to the Executive Committee and the Council.
Section 5.5. SPECIAL COMMITTEES. The Governor may create, merge and/or terminate one (1) or more Special Committees, to address needs of the Corporation as they arise. Such Committees as are in effect at any given time shall be listed, and their membership, purposes and responsibilities shall be described, in the Manual.
ARTICLE VI: Companies
Section 6.1. ORGANIZATION. The Corporation’s organizational structure includes a network of chapters (“Company” or “Companies”), located throughout the United States.
Section 6.2. CREATION.
Section 6.2.1. Fifteen (15) members of the Society, in good standing, all residing in relative proximity to each other and in an area that is not currently served by a Company, or where a Company is not meeting, may submit a written request to the Council for permission to create a new Company to meet within that area. If the request is granted, the Council shall issue a Charter to the person designated as Organizing Governor of the Company being formed.
Section 6.2.2. No Company shall incorporate, if it has not done so before the adoption of these Bylaws. Any Company that has previously incorporated shall promptly dissolve and terminate its corporate existence so that it remains a chapter of the Corporation as an unincorporated association.
Section 6.3. EXCLUSIVE GEOGRAPHIC AREA POLICY. This Section 6.3 applies to all Companies, regardless of the date when a Company was chartered.
Section 6.3.1. Introduction. The Society oversees a network of Companies. Both by precedent and actual practice, each Company operates in a geographic area that is reserved for its exclusive use and benefit, primarily defined by the city of its charter. There is no precedent for a Company to meet, or to start meeting or operating, in the same geographic area where another Company is already meeting and operating. The presence of two (2) or more Companies operating and meeting in the same geographic area is likely to produce competition between them, as well as confusion among new members and prospective members, and disharmony, disunity and conflict within the Jamestowne Society.
Section 6.3.2. Exclusive Area. Each Company shall meet and operate only in its assigned, or reserved, geographic area. The Governor, or the Governor’s representative, shall establish a geographic area for the exclusive use and benefit of a particular Company. The Company’s chartering city will be an important factor in defining the area. No Company shall meet or operate in the geographic area assigned or reserved to another Company, unless both Companies agree in writing to share the area on a specific occasion. Geographic areas that were established before the adoption of these Bylaws (whether by chartering city, custom, tradition, actual practice, or a combination of these factors) shall be respected. The Governor, with the consent of the Council, shall reaffirm or revise existing geographic areas for any reason satisfactory to the Council. In the event of disagreement over a Company’s geographic boundaries, the decision of the Council shall be final.
Section 6.3.3. Acknowledgment. Each Company shall acknowledge its understanding of the Exclusive Geographic Area Policy, by signing and returning the form which is attached to the Manual as an Exhibit. If a Company fails or refuses to sign and return the acknowledgement, the Company and its members shall nevertheless be bound by this Policy.
Section 6.3.4. Violation. Any Company meeting or operating in the exclusive geographic area of another Company shall be subject to the revocation of its Charter, as set forth in these Bylaws and/or the Manual.
Section 6.4. MEMBERS AND FRIENDS OF THE COMPANY. All Company members must be members in good standing of the Society. Companies, at their discretion, may designate individuals who are not members of the Society as “Friends of the Company.” Being a Friend of one Company does not extend to another Company or to the Society. “Friends of the Company” shall not be eligible to hold office and shall not have voting rights.
Section 6.5. BYLAWS. Each Company shall adopt bylaws (“Company Bylaws”), which shall be subject to the approval of the Society’s Council and shall be in substantially the same form as the sample Company Bylaws set forth as an Exhibit to the Manual.
Section 6.6. COUNCILORS AND OFFICERS. The members of each Company shall elect a Governor, a Secretary, a Treasurer and any other officers, as necessary or as required by the Company’s Bylaws; and, in addition, shall elect a Council (“Local Council”) in numbers set forth in the Company Bylaws.
Section 6.7. PROPERTY. Each Company shall own, control, and manage its property and other assets, including its bank accounts, unless other arrangements have been made with the Corporation.
Section 6.8. TERMINATION. The existence of a Company may be terminated.
Section 6.8.1. Termination by the Council. The Council, at any meeting thereof, may revoke a Company’s Charter, for any reason, including violation of another Company’s exclusive geographic area, having fewer than fifteen (15) members (the minimum number of members necessary to form a Company) residing in relative proximity to each other, or in failing to meet any criteria set forth in the Manual for operation as a Company.
Section 6.8.2. Surrender of Assets and Records; No Incorporation. If a Company dissolves and terminates for any reason, or if its Charter is revoked, it shall surrender its Charter to the Governor of the Society, and its records and it shall transfer any net assets to the Society. If a Company has previously incorporated, it shall take all steps required under its governing state law to dissolve and terminate its corporate existence and shall notify the Corporation when it has done so.
Section 6.10. ANNUAL REPORT AND ACCOUNTING; OPERATIONS. Each Company Governor shall provide an annual report to the Governor or his representative prior to the Society’s Spring Meeting, on a form provided by the Society. Each Company shall be responsible for filing its own Form 990 or e-990 with the Internal Revenue Service and any required state return; and for maintaining its tax-exempt status as a member of the Corporation’s Internal Revenue Service Group Organization. Each Company shall conduct its affairs in a manner harmonious with the aims and objectives of the Society. No Company shall adopt any bylaw, policy or procedure, engage in any activity, or take any position, that contradicts those of the Society or that could bring discredit to, or embarrass, the Society. No Company shall intentionally compete with, or in any way undermine or work against, any other Company or the Society. In the event of any conflict between the Bylaws, policies and/or procedures of any Company, and those of the Society, those of the Society shall prevail.
ARTICLE VII: Indemnification; Limitation on Liability
Section 7.1. INDEMNIFICATION OF COUNCILORS, OFFICERS, EMPLOYEES AND AGENTS.
Section 7.1.1. Proceeding. As used in these Bylaws, the term “proceeding” includes civil suits, criminal prosecutions, administrative and investigative actions conducted by governmental agencies; any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal; and any accusation, allegation or charge that may ultimately be settled or otherwise resolved without litigation or the filing or commencement of an action in a tribunal of any kind.
Section 7.1.2. Mandatory Indemnification. To the fullest extent allowed by law, the Corporation shall indemnify a present or former Councilor, Officer, Employee or Agent in any proceeding to which he was a party, because he held such a position, against reasonable expenses incurred by him in connection with any proceeding, including the costs associated with being a witness or responding to an inquiry or investigation.
Section 7.1.3. Liability Insurance. The Corporation shall maintain ample insurance on behalf of present and former Councilors, Officers, Employees and Agents against liability (including costs of defense) asserted against or incurred by such person in that capacity or arising from his status as a Councilor, Officer, Employee or Agent, whether or not the Corporation would have power to indemnify him against the same liability under Virginia law.
Section 7.2. ADVANCE FOR EXPENSES. Except to the extent that defense a proceeding against him is provided under the Corporation’s liability insurance policy, the Corporation may advance expenses incurred in defending and/or settling such a proceeding prior to the final disposition thereof, as authorized by the Council in the specific case, upon receipt of:
A. A written affirmation from the Councilor, Officer, Employee or Agent of his good faith belief that he is entitled to indemnification as authorized in this Article, and
B. An agreement by or on behalf of the Councilor, Officer, Employee or Agent to repay such amount, if it shall ultimately be determined that he is not entitled under these Bylaws to be indemnified by the Corporation.
Section 7.3. LIMITATION ON LIABILITY. In any proceeding brought by or in the right of the Corporation, or brought by or on behalf of members of the Corporation, no damages shall be assessed against any Councilor, Officer, Employee or Agent arising out of a single transaction, occurrence, or course of conduct.
ARTICLE VIII: Miscellaneous
Section 8.1. BOOKS AND RECORDS. The Corporation shall keep correct and complete books and records of account and financial statements and shall also keep minutes of the proceedings of its Council, Executive Committee and other Committees as required by these Bylaws or the Manual. All books and records of the Corporation may be inspected by any member, or his accredited agent or attorney, for any proper purpose at any reasonable time, with reasonable advance written notice. The Corporation shall implement a document retention policy, which shall be set forth in the Manual.
Section 8.2. FISCAL YEAR AND AUDIT. The fiscal year of the Corporation shall be January 1 through December 31, inclusive (“Fiscal Year”). Promptly after the close of each Fiscal Year, financial records and transactions of the Corporation for the Fiscal Year just ended shall be examined by certified public accountants, in either a “review” or an “audit,” as those terms are used in the accounting profession, as directed by the Council. A report of the accountants’ review or audit shall be made to the Council within ninety (90) days after the close of the Fiscal Year.
Section 8.3. SEAL. The seal of the Corporation shall be a pointed oval in design, embodying a likeness of King James I of England, with the words “Jamestowne Society,” the dates 1607-1700, the words “pro concilio primæ coloniæ Virginiæ,” and such other design features, all as said Seal appears stamped on the letterhead attached to these Bylaws, incorporated herein by reference, and as has been approved by the United States Patent and Trademark Office. A copy of the Seal is attached to these Bylaws as Exhibit A.
Section 8.4. DISPOSITION OF ASSETS.
Section 8.4.1. General. Any disposition of the Corporation’s assets in the regular course of business (“Assets”) (other than sale of investment securities for purposes of reinvestment and in accordance with the Corporation’s investment policies) shall be approved only by written authorization of the Council at a meeting of the Council.
Section 8.4.2. Conveyances, Etc. With the Council’s authorization at a meeting of the Council, and with any other required approvals and limitations that may be set forth in the Manual, the Corporation may incur debt, and convey, assign or encumber assets of the Corporation. Two of the following Officers, the Governor, Lieutenant Governor, and Secretary of the Treasury shall have the power to execute and deliver any and all instruments of transfer, assignment, conveyance, and encumbrance.
Section 8.4.3. Other Transfers, Etc. Except as provided in the following sentence, the Officers defined in Section 8.4.2 may transfer, endorse, assign, sell, set over, and deliver any and all shares of stock, bonds, debentures, notes, evidences of indebtedness, or other securities or funds now or hereafter held in the name of or owned by the Corporation; and to make, execute, and deliver any and all written instruments necessary or proper to take such action. Notwithstanding the previous sentence, any investment manager shall have authority (in compliance with the Corporation’s investment policies set forth in the Manual) to make normal purchases and sales of securities in the Corporation’s investment account, for purposes of investment and reinvestment in the ordinary course of business.
Section 8.4.4. Final Disposition; Dissolution and Termination of Corporation.
A. The sale, exchange or other disposition of substantially all of the Assets of the Corporation shall be authorized only in the manner prescribed in these Bylaws and by applicable law.
B. Upon dissolution and termination of the Corporation in accordance with Virginia law, any net assets lawfully available for distribution shall be distributed to one or more qualifying organizations described in Section 501(c)(3), which organization or organizations have a charitable purpose generally similar to any of those of the Corporation. The organization to receive the assets of the Corporation hereunder shall be selected in the discretion of a majority of the Council. If the Council cannot agree, any such assets not disposed of shall be disposed of by a court of competent jurisdiction in the City of Richmond, Virginia or in the county where the principal office of the Corporation is located at the time of the dissolution and termination, to such organization or organizations as said court shall determine, which are organized and operated exclusively for such purposes.
Section 8.5. TAX-EXEMPT ACTIVITY; NO PRIVATE INUREMENT.
Section 8.5.1. Tax-Exempt Activity. The Corporation is not organized for profit and shall be operated exclusively for one or more of the purposes specified in Section 501(c)(3), including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3). No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these Bylaws, no Councilor, Officer, Member, employee, or representative of the Corporation shall take any action or carry on any activity by or on behalf of the Corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(3), or by any organization contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code and Regulations as they now exist or may be amended.
Section 8.5.2. No Private Inurement. The net earnings of the Corporation shall be devoted exclusively to charitable, educational, historical and patriotic purposes and shall not inure to the benefit of any private individual. However, Officers, Councilors, and Members may be paid reasonable compensation and reimbursed for reasonable out-of-pocket expenses while employed by or engaged as a consultant or independent contractor performing professional or other similar services for the Corporation, in which case such engagement shall be on terms of compensation comparable to those charged by for similar services performed by someone who is not an Officer, Councilor or Member.
Section 8.6. CONFLICT OF INTEREST. The Council shall adopt and periodically review a Conflict of Interest Policy to protect the Corporation’s interest when it is contemplating any transaction or arrangement which may benefit any Councilor, Officer, Employee, or member of a Committee with Council-delegated powers. Such Policy shall be maintained in the Manual, and all affected persons shall be familiarized with the Policy.
Section 8.7. NOTICE. Notice of Council and Committee meetings shall specify the place, day, and hour of meeting. The purpose of a Regular Meeting need not be specified, but the purpose of a Special Meeting shall be specified in the notice. The manner of giving notice shall be set forth in the Manual.
Section 8.8. AMENDMENTS. These Bylaws may be amended by the affirmative vote of a majority of the Members present at a Regular Meeting of the Membership at which a quorum is present in person. Additionally, they may be repealed and new, Amended and Restated Bylaws adopted, in the same manner. Any notice of a meeting at which these Bylaws are proposed to be amended, or repealed and new, Amended and Restated Bylaws adopted, shall include notice of the proposed action, and either set forth the language of the proposed amendment or proposed Amended and Restated Bylaws, or inform members of the Corporation that such document will be available to be viewed on the Corporation’s website. No amendment shall be made to these Bylaws which would cause the Corporation to cease to qualify as an exempt corporation under Section 501(c)(3). Any Amended or Amended and Restated Bylaws shall be consistent with the Articles of Incorporation.
Section 8.9. USE OF MEMBERSHIP ROSTER. “The Jamestowne Society Roster of Active Members” is a copyrighted document belonging to the Society. Its purpose is to provide an active, accurate list of members of the Society, for the sole use by its membership for communication among its members regarding the business of the Society. Therefore, the use of “The Jamestowne Society Roster of Active Members” for commercial, charitable, or any other purpose than its original intention is prohibited, unless specifically approved by the Council. Anyone having access to the Roster and/or any other proprietary information in the custody of the Corporation (including but not limited to the information contained in applications for membership) may be required to sign a confidentiality/nondisclosure agreement.
Section 8.10. SEVERABILITY. The invalidity of any provision of these Bylaws shall not affect the other provisions hereof, and in such event, these Bylaws shall be construed in all respects as if such invalid provisions were omitted.
Section 8.11. GOVERNING LAW; VENUE. The interpretation, administration and operation of these Bylaws, and the governance of the Society, shall be governed by the law of the Commonwealth of Virginia. All financial transactions shall be deemed to occur therein. All contracts shall be deemed to have been entered into therein. Any litigation shall take place in the state or federal courts in the City of Richmond, Virginia. All members consent to the personal jurisdiction and venue of the courts in said county. All members also consent to the holding of any alternative dispute resolution proceedings in an appropriate office in the City of Richmond, Virginia.
Section 8.12. GENDER, NUMBER. In these Bylaws and the Manual and any other document, unless clearly indicated otherwise, the use of the masculine shall include the feminine and neuter, and vice versa; and the use of the singular shall include the plural and vice versa.
BYLAWS CERTIFICATE
The undersigned certifies that he is the Secretary of State of The Jamestowne Society, a Virginia Nonprofit Corporation, and that he is authorized to execute this Certificate on behalf of the Corporation; and he further certifies that the foregoing Amended and Restated Bylaws, consisting of twenty-three pages, including this page, constitute the Bylaws of the Corporation as of this date, duly adopted by the Members of the Corporation at their November 9, 2019 Annual Meeting.
This 9th day of November, 2019.
By: ____________________________________________________________
Governor
By: ____________________________________________________________
Secretary of State
Last Update: 14 October 2019
