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CONSTITUTION OF THE
VIRGINIA GEOGRAPHIC ALLIANCE (Approved, 5-5-2012)
The Virginia Geographic Alliance (the “Corporation”), a nonstock corporation duly formed under the provisions of the Virginia Nonstock Corporation Act, Chapter 10, Title 13.1 of the Code of Virginia (the “Code”), hereby adopts the following Constitution of the Corporation which shall govern the management and operation of the Corporation’s business and the regulation of its affairs, to the extent consistent with the Corporation’s Articles of Incorporation (“Articles”) and applicable law, and in accordance with Section 13.1-823 of the Code.
ARTICLE I NAME
The name of this body shall be the Virginia Geographic Alliance, also known as the “Alliance” or the “VGA.”
ARTICLE II DEFINITION OF TERMS
Unless otherwise stated in this Constitution, all terms used in this Constitution which are defined in Section 13.1 – 803 of the Code shall be deemed to have the meaning set forth in such Section of the Code.
ARTICLE III ADOPTION
In accordance with Section 13.1 – 822 of the Code, this Constitution shall become effective upon formal adoption by the Steering Committee of the Alliance at its organizational meeting or any subsequent meeting.
ARTICLE IV PURPOSE
Section 1. The Alliance promotes geographic literacy by providing effective professional development programs that enhance the teaching and learning of geography and that demonstrate the value of geographic knowledge and spatial thinking to educators, policy makers, and community members.
Section 2. In order to accomplish its purpose as set forth above, the Alliance shall be responsible for establishing goals and objectives, and for the supervision and administration of Alliance-sponsored activities.
ARTICLE V POWER AND FUNCTIONS
Section 1. Unless the Alliance’s Articles of Incorporation provide otherwise, the Alliance shall have the same powers as an individual to do all the things necessary or convenient to carry out its business and affairs, including, without limitation, those powers enumerated in Section 13.1 – 826 of the Code. If it is impossible for a quorum of the Steering Committee to meet, the officers shall have the emergency powers enumerated in Section 13.1–827 of the Code.
Section 2. The Alliance shall be operated exclusively for educational purposes within the meaning of Section 501(C) 3 of the Internal Revenue Code of 1986, as amended, including the specific purposes set forth in the Alliance’s Articles of Incorporation.
ARTICLE VI NONSTOCK CORPORATION
In accordance with Section 13.1-814 of the Code, the Alliance shall not issue shares of stock. No dividend shall be paid and no part of the income of the Alliance shall be distributed to its Steering Committee or officers. The Alliance is not formed for pecuniary or financial gain, and no part of its assets or income of the Alliance is distributable to, or inures to, the benefit of its directors or officers except to the extent permitted under the applicable laws of the Commonwealth of Virginia.
ARTICLE VII MEMBERSHIP
General membership in the Alliance is open to teachers of geography and related disciplines at all levels, professional geographers, and friends of geography in the Commonwealth of Virginia. Membership is extended without regard to age, disability, marital status, national or ethnic origin, race, religion, sex, sexual orientation, or political affiliation. An official list of members shall be maintained by the Alliance, and Steering Committee members shall have their names and positions listed on the VGA Website.
ARTICLE VIII OFFICERS
Section 1. Presiding Officers. The presiding officer(s) of the Alliance shall be the State Coordinator(s). The Coordinator is appointed by the National Geographic Society (NGS) and confirmed by a simple majority of Steering Committee Members in quorum. If two state coordinators are appointed, each is entitled to voting privileges.
The State Coordinator(s) is responsible for (1) the general management of the Alliance and its strategic planning; (2) convening Steering Committee meetings and circulating agendas; (3) arranging for Steering Committee meeting times, dates, and places; (4) preparing proposals, budgets and annual reports, (5) serving as liaison to NGS, (6) appointing subcommittees and their chairs with the majority approval of the Steering Committee, and (7) convening Elected Officers and/or Subcommittee Chairs to conduct business between Steering Committee meetings if necessary.
Section 2. Recording Secretary. The Recording Secretary is responsible for (1) preparing the minutes of all Steering Committee meetings, (2) taking attendance at Steering Committee meetings, (3) counting and recording all Steering Committee votes, (4) maintaining an accurate roster of Steering Committee members and their terms of office, and (5) notifying the Coordinator(s) when vacancies occur on the Steering Committee. The Recording Secretary shall be nominated by the Coordinator(s) and shall be confirmed by a majority vote of the members of the Steering Committee in quorum.
Section 3. Membership Secretary. The Membership Secretary is responsible for (1) maintaining a list of Alliance members with their contact information, (2) working with the Webmaster to facilitate development and maintenance of membership information, and (3) preparing custom email lists for the Coordinator(s) as requested. The Membership Secretary shall be nominated by the Coordinator(s) and shall be confirmed by a majority vote of the members of the Steering Committee in quorum.
Section 4. Treasurer. The Treasurer is responsible for (1) maintaining a ledger of all financial accounts of the Alliance, (2) summarizing the financial status of the Alliance at Steering Committee meetings, (3) preparing financial information for tax reporting and (4) making payments for Alliance-sponsored activities. The Treasurer shall be nominated to serve by the Coordinator(s) and shall be confirmed by a majority vote of the members of the Steering Committee in quorum. The Coordinator(s) shall be permitted to also serve as Treasurer of the Alliance.
ARTICLE IX STEERING COMMITTEE MEMBERSHIP
Section 1. Steering Committee. The Steering Committee shall be the governing body of the Alliance. It shall (1) initiate projects, (2) engage in short- and long-range planning, (3) solicit and approve grants for Alliance activities, and (4) assemble data for evaluating all Alliance projects.
Section 2. Steering Committee Membership. The Steering Committee should be drawn from the entire spectrum of geographic education in Virginia and should include all parts of the state. Members of the Steering Committee shall serve without compensation. New members of the Steering Committee may be nominated by current members of the Steering Committee. All new members are affirmed by a majority vote of the Steering Committee in quorum.
The Steering Committee will comprise the following officers and members:
Presiding Officer(s): Virginia Geographic Alliance Coordinator(s)
(up to 2)
Elected Officers: Recording Secretary
(up to 3) Membership Secretary
Appointed Members: Webmaster(s)
(1, plus Subcommittee Chairs) Subcommittee Chairs
Organizational Representatives: Southeastern Division of the Association of American Geographers
(up to 3) (1 member)
blank Virginia Consortium of Social Studies Supervisors and College Educators
blank (VCSSSCE), 2 members (1 teacher educator and 1 supervisor)
Constituency Representatives: Early Childhood and Elementary Education, e.g, Virginia Studies
(up to 15) (at least 2 members)
blank Secondary Education, e.g., World Geography, World History and
blank Geography, AP Geography (at least 2 members)
blank Post-Secondary Education (at least 2 members
blank Other Professionals: e.g. Applied Geographers, Librarians,
blank Media Organizations, Museum Educators, Friends of Geography
blank (at least 2 members)
Ex Officio Members: National Geographic Society Representative
blank Virginia Department of Education Representative
Duties associated with the classes of Steering Committee membership outlined above may be found in the By-Laws of the Alliance.
Section 3. Duration of Membership. The State Coordinator(s) and Elected Officers shall serve a term of 5 years and may be reelected. Appointed Members and Representative Members shall serve a term of 3 years, which may be renewed by the Steering Committee. Any member of the Steering Committee may be removed after they have missed three consecutive meetings and upon notification by the Recording Secretary in consultation with the Alliance Coordinator(s).
Section 4. Voting. All members of the Steering Committee, with the exception of ex officio members, have voting privileges, but attendence is required in order to vote. A secret ballot may be conducted upon request by any member of the Steering Committee. Secret ballots are counted by the Recording Secretary and the State Coordinator(s), and the result announced immediately.
Section 5. Proxy Attendance and Voting. If a Representative Member of the Steering Committee cannot attend a Steering Committee meeting, that person may appoint an alternative representative with voting privileges. The alternative representative may not currently be serving on the Steering Committee.
Section 6. Vote of No Confidence. An elected officer who is subject to a vote of no confidence shall be asked to resign or shall be removed from office. A motion of no confidence must be supported by a vote of two thirds of the Steering Committee members in quorum.
Section 7. Quorum. A quorum shall constitute at least 10 voting members of the Steering Committee in addition to the Coordinator(s).
ARTICLE X ADVISORY COUNCIL
The Steering Committee may appoint an Advisory Council of up to 10 stakeholders. Members will be nominated and approved by a majority vote of the Steering Committee in quorum. The council will consist of representatives from the business, media, government, and/or education communities.
ARTICLE XI AMENDMENTS
Section 1. The Constitution and the By-laws shall be periodically reviewed and may be amended when necessary.
Section 2. All amendments to this Constitution and By-laws require a formal motion in writing and the opportunity for discussion at a Steering Committee meeting.
Section 3. All amendments to this Constitution require two-thirds vote of the Steering Committee members in quorum.
Section 4. All amendments to the Bylaws require the support of a simple majority of Steering Committee members in quorum.
VIRGINIA GEOGRAPHIC ALLIANCE
The Steering Committee must hold a minimum of two meetings annually.
A preliminary meeting agenda shall be circulated no less than one week before each meeting.
All Steering Committee Meetings shall follow Robert’s Rules of Order and shall proceed as follows:
A. Call to Order
B. Introduction of New Members and Guests
C. Taking of Attendance
D. Approval of Agenda
E. Approval of Minutes from Previous Meeting
F. Officers’ and Committee Chairs’ Reports
G. Old Business
H. New Business
II. Terms of Office:
Terms of office begin on September 1.
Vacancies in terms of office may be filled at any time for the duration of the term.
3-year terms of office shall be staggered across a 3-year period.
III. Duties of the Recording Secretary:
Minutes of Steering Committee meetings shall be circulated to members within 1 month of the meeting.
Approved Minutes shall be forwarded to the Webmaster for posting on the VGA Website.
When a vacancy occurs on the Steering Committee, the entire Steering Committee shall be notified.
When a vacancy occurs in the Coordinator position, the NGS liaison shall be notified.
Names of guests attending Steering Committee meetings shall be recorded in the minutes.
IV. Duties of the Treasurer:
The Treasurer shall consult a CPA annually for tax preparation and filing.
V. Duties of the Webmaster:
The Webmaster shall keep the VGA Website current by enlisting the support of Steering Committee members and the Coordinator(s) to provide relevant news items and professional opportunities. The Webmaster is responsible for maintaining an online calendar of geography-related events and electronically disseminating resources for teachers.
The Webmaster may grant other individuals posting privileges for the purpose of developing and maintaining specific sections of the Website.
Technical assistance at the institution housing the server will be compensated by the Alliance.
VI. Submission of Proposals:
Proposals must follow the “Guidelines for Proposals” as posted on the VGA Website.
Submissions must be sent to the Coordinator(s) and Recording Secretary in advance of any Steering Committee meeting.
VII. Use of Logo:
Use of the VGA logo shall be authorized only by the Coordinator(s) of the Alliance.