Bylaws

BYLAWS OF ROANOKE VA TEA PARTY, INC. – adopted and approved May 6, 2010

ARTICLE I – OFFICES

The office of the Corporation shall be located in the City, County and State designated in the Certificate of Incorporation.

NOTE: DIRECTORS AND BOARD OF DIRECTORS SO NOTED HEREIN ARE THE OFFICERS OF THIS CORPORATION.

ARTICLE II – MEETING OF MEMBERS

Section 1 – Annual Meetings:

(a) The Annual Meeting of the members of the Corporation shall be held in the Roanoke, VA area as may be determined by the Board of Directors and as may be designated in the notice of such meeting. The meeting shall be held during the month of December each year. The business to be transacted at such meeting shall be the election of Directors and such other business as shall be properly brought before the meeting.

(b) If the election of Directors shall not be held on the day here designated for any Annual Meeting, or at any adjournment of such meeting, the Board of Directors shall call a special meeting of the Voting Members as soon as conveniently possible thereafter. At such meeting, the election of Directors shall take place, and such election and any other business transacted thereat shall have the same force and effect as at an Annual Meeting duly called and held.

(c) In the event the Annual Meeting is not held at the time prescribed in Article II, Section 1(a) above, and if the Board of Directors shall not call a special meeting as prescribed in Article II, Section 1(b) above, written six (6) months after the date prescribed for the Annual Meeting, then any Voting Member may call such a meeting, and at such meeting the Voting Members may elect the Directors and transact other business with the same force and effect as at an Annual Meeting duly called and held.

(d) The name of any Voting Member who shall be considered for a position on the Board of Directors must be received in writing to the official Post Office address or email address of the Corporation by September 16 of the year they wish to be considered for election. The Secretary shall reply to the recorded Post Office address or email address of the Voting Member being nominated or to any address or email address that is included with the submission of the name on or before 14 days from receiving the name. All Voting Members who have been nominated and qualify will be given an equal opportunity to address Voting Members in November of the year in which they were nominated at a meeting or event whose type, time and place shall be decided by the Board of Directors. The speaking order for these candidates will be assigned alphabetically by the candidate’s last name. The election shall be held at the Annual Meeting. A Voting Member must meet all qualifications as listed in the Bylaws to be considered for a position on the Board of Directors. Any Voting Member who does not meet all qualifications shall be withdrawn by the Board of Directors and sent written notification including the reason for disqualification by October 31 of the year in which the Voting Member was nominated. The Board of Directors may create a temporary committee to carry out any action or actions as it deems necessary in the election process prescribed herein.

Section 2 – Special Meetings:

(a) Special Meetings of all Voting Members to conduct official business may be called by the Chairman of the Board, herein the President, or the Board of Directors. At any time, upon the written request of any person or persons entitled to call a special meeting, it shall be the duty of the Secretary to send out notices of such meeting, to be held at such time, but not less than five (5) days nor more than twenty-five (25) days after receipt of the request, as may be fixed by the Board of Directors. If the Board of Directors shall fail to fix a time or place, the meeting shall be held at such time as shall be fixed by the Secretary within the above limits.

(b) Except as otherwise provided by law, a quorum at a Special Meeting of Voting Members shall consist of the Voting Membership, present in person.

Section 3 – Membership Requirements:

(a)A member entitled to vote in Board of Director elections at the Annual Meeting (herein referred to as Voting Members) will have paid a yearly membership fee as set by the Board of Directors. Upon payment of the membership fee the Voting Member will have full voting rights to elect Board of Directors members at the Annual Meeting. To maintain their membership status, the Voting Member must pay this fee annually. Payment will be due to the Treasurer or other designated member of the Corporation within 1 calendar year (365 days) from the beginning of their last membership. All Directors are required to first have Voting Membership Status.

(b)A membership may be revoked by a unanimous vote of the Board of Directors. Cause for revocation of a membership would include, but are not limited to: sharing sensitive information with other organizations, disruptive behavior at Roanoke Tea Party events or behavior that is detrimental to the cause of the Roanoke Tea Party.

Section 4 – List of Members:

(a) A complete list of the members of the Corporation entitled to vote at the Annual Meeting, arranged in alphabetical order and showing the address of, shall be prepared by the Secretary, or other Officer of the Corporation. This list shall be kept on file for a period of at least ten (10) days prior to the Annual Meeting at the registered office of the Corporation in the Roanoke, VA area and shall be subject to inspection during the usual hours of such period by a Voting Member. This list shall also be produced at the meeting and shall be subject to inspection by a Voting Member at any time during the Annual Meeting.

(b) The membership list shall be prima facie evidence as to who are the members entitled to examine such list or to vote at any meeting of the members.

(c) Failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting of the Voting Members.

Section 5 – Quorum:

Except as otherwise provided by law, a quorum at the Annual Meetings of Voting Members shall consist of the Voting Membership, present in person.

Section 6 – Voting:

(a) At all elections of Directors, the voting shall be by ballot.

(b) A quorum being present, a plurality of the votes cast shall elect the Directors.

(c) At all Special Meetings, the voting shall be by ballot, unless a ballot is waived by the Board of Directors.

Section 7 – Presiding Officer; Order of Business for Annual Meetings:

(a) Meetings of the members shall be presided over by the Chairman of the Board, herein the President, or if he is not present, by the Vice-President, if the Vice-President is not present, the Chairman will be the Secretary of the Corporation while acting as secretary of every meeting, but if the Secretary is not present, the meeting shall choose an assistant secretary or any person present to act as secretary of the meeting.

(b) The order of business shall be as follows:

(1) Call of meeting to order
(1a) Invocation followed by The Pledge Of Allegiance To The Flag Of The United States Of America.
(2) Proof of notice of meeting
(3) Reports of officers
(4) Reports of committees
(5) Election of Directors
(6) Old Business
(7) New Business
(8) Program
(9) Adjournment

ARTICLE III – DIRECTORS

Section 1 – Number, Qualifications, Term, Quorum and Vacancies:

(a) The property, affairs and business of the Corporation shall be managed by a Board of Directors to consist of not more than nine (9) persons. The number of Directors shall never be less than five (5). Except as hereinafter provided, Directors shall be elected at the Annual Meeting of the members and each Director shall serve a term of three (3) years and until his successor shall be elected and qualify. Each director position shall be assigned a number from one (1) to nine (9) by a vote of the Officers at the first meeting of the Board of Directors occurring after the swearing in of the first full set of Directors. The first term of director positions one (1) through three (3) shall end and be filled according to the method prescribed herein during the calendar year of adoption of these Bylaws and until his successor shall be elected and qualify. The first term of director positions four (4) through six (6) shall end and be filled according to the method prescribed herein during the calendar year following the year of adoption of these Bylaws and until his successor shall be elected and qualify. The first term of director positions seven (7) through nine (9) shall end and be filled according to the method prescribed herein during the second calendar year following the adoption of these Bylaws and until his successor shall be elected and qualify.

(b) The number of Directors may be increased or decreased from time to time by an amendment to these Bylaws.

(c) A majority of the Directors in office shall be necessary to a quorum for the transaction of business. A Director shall be considered present if any Director physically present can communicate with a Director not physically present, by electronic modes. If, at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting without further notice, from time to time, until a quorum shall have been obtained.

(d) In case there are vacancies on the Board of Directors, the remaining Directors may, by majority vote, elect a successor or successors for the unexpired term of terms.

(e) Members of the Board of Directors must disclose any affiliation with any political party. Directors are expressly forbidden to be a member of, and, or hold a leadership position in any political party. Directors who do not disclose their political party affiliations, or become a member of a political party after their election will immediately be removed from the director position and will be permanently banned from director positions in the Corporation.

Section 2 – Meetings:

Meeting of the Board of Directors may be held as needed. Regular meetings of the Board of Directors shall be held at such times as are fixed, from time to time, by resolution of the Board. Special meetings may be held at any time upon call of the Chairman of the Board, herein the President or the Vice-President, or any two (2) Directors, upon notice of at least five (5) days (would be ideal) prior to the day of the meeting. A meeting of the Board of Directors may be held without notice immediately following the Annual Meeting of the members. Notice need not be given or a regular meeting of the Board of Directors held at a time fixed by a resolution of the Board of Directors nor need notice be given of adjourned meetings. Meetings may be held at any time without notice, if all Directors are present, or if before or after the meeting, those not present waive such notice in writing. Notice of a meeting of the Board of Directors need not state the purpose of nor the business to be transacted at such meeting.

Section 3 – Removal:

(a) Any Director may be removed from office, without assignment of any reason therefore, by a unanimous vote of the Board of Directors, excluding the Director in question. Any Director may be removed by a majority vote of the Board of Directors for cause. Cause for removal of a board member would include, but are not limited to: sharing sensitive information with other organizations without approval, disruptive behavior at Roanoke Tea Party events or behavior that is detrimental to the cause of the Roanoke Tea Party.

(b) When any Director or Directors are removed, the remaining Directors may, by majority vote, elect a successor or successors for the unexpired term of the former Director.

Section 4 – Indemnification:

(a) The Corporation shall indemnify each of its Directors and Officers, whether or not then in office (and his executor, administrator and heirs) against all reasonable expenses actually and necessarily incurred by him in connection with the defense of any litigation to which he may have been made a party because he is or was a Director or Officer of the Corporation. He shall have no right to reimbursement, however, in relation to matters as to which he has been adjudged liable to the Corporation for negligence or misconduct in the performance of his duties. The right to indemnify for expenses shall also apply to the expenses of suits that are compromised or settled if the Court having jurisdiction of the matter shall approve such settlement.

(b) The foregoing right of indemnification shall be in addition to, and not exclusive or, all other rights to which such Director or Officer may be entitled.

Section 5 – Compensation:

Directors and members of any committee of the Board of Directors may be entitled to such reasonable compensation for their services as Directors and member of any such committee as shall be fixed, from time to time, by resolution of the Board of Directors, and shall also be entitled to reimbursement for any reasonable expenses incurred in attending such meetings. The compensation of Directors may be on such basis as is determined in the resolution of the Board of Directors. Any Director receiving compensation under these provisions shall not be barred from serving the Corporation in any other capacity and receiving reasonable compensation for such other services.

ARTICLE IV – OFFICERS

Section 1 – Number:

(a) The Officers of the Corporation shall be a Chairman of the Board, herein the President, a Vice-President, a Treasurer, a Secretary and a Sergeant at Arms. In addition, there may be such subordinate assistance officers as the Board of Directors may deem necessary.

(b) The Sergeant at Arms shall be responsible for keeping order at official meetings and for interpretation and enforcement of the Bylaws.

Section 2 – Term of Office:

The principle officers shall be chosen annually by the Board of Directors. The Board of Directors will meet within twenty-five (25) days of the Annual Meeting elections and designate Directors to fill out the officer positions designated in Article IV, Section 1. A majority vote of the Directors will be held at this meeting to designate these positions. Subordinate officers may be elected from time to time. Each Officer shall serve until his successor shall have been chosen and qualified or until his death, resignation or removal.

Section 3 – Removal:

Any Officer may be removed from office, with or without cause, at any time by the affirmative vote or majority of the Board of Directors then in office. Such removal shall not prejudice the contract rights, if any, of the person so removed.

Section 4 – Vacancies:

Any vacancy in an office from any cause may be filled for the unexpired portion of the term by the Board of Directors.

Section 5 – Duties:

(a) The Chairman of the Board, herein the President, shall preside at all meetings of the members and the Board of Directors. Except where, by law, the signature of the President is required, or the President is incapacitated or deceased, the Vice President shall possess the same power as the President to sign all certificates, contracts, and other instruments of the Corporation which shall be authorized or properly required of him by the Board of Directors. All business and planning must be part of their reports at meetings of the members.

(b) The President shall preside at all meetings of the members and the Board of Directors. He shall have general supervision of the affairs of the Corporation, shall sign or countersign all certificates, contracts, or other instruments of the Corporation as authorized by the Board of Directors, shall make reports to the Board of Directors and members, and shall perform such other duties as are incident to this office or are properly required of him by the Board of Directors.

(c) The Secretary and the Treasurer shall perform such duties as are incident to their offices, or are properly required of them by the Board of Directors, or are assigned to them by the Articles of Incorporation of these Bylaws. The Assistant Secretaries, in the order of their seniority, shall, in the absence of the Secretary, perform the duties and exercise the powers of the Secretary, and shall perform such other duties as may be assigned by the Board of Directors.

(d) Other subordinate officers appointed by the Board of Directors shall exercise such powers and perform such duties as may be delegated to them by the resolutions appointing them, or by subsequent resolutions adopted from time to time.

(e) In case of the absence or disability of any Officer of the Corporation and of any person hereby authorized to act in his place during such period of absence or disability, the Board of Directors may from time to time delegate the powers and duties of such Officer to any other Officer, or any director, or any other person whom it may select.

ARTICLE V – CORPORATE ACTIONS

Section 1 – Deposits:

The Board of Directors shall elect banks, trust companies, or other depositories in which all funds of the Corporation not otherwise employed, shall, from time to time, be deposited to the credit of the Corporation.

Section 2 – Voting Securities Held by the Corporation:

Unless otherwise ordered by the Board of Directors, the Chairman of the Board, herein the President shall have full power and authority on behalf of the Corporation to attend and to act and to vote at any meeting of security holders of other corporations on which the Corporation may hold securities. At such meeting, the Chairman of the Board, herein the President, shall possess and may exercise all and any rights and powers incident to the ownership of such securities which the Corporation might have possessed and exercised if it had been present. The Board of Directors may, from time to time, confer like powers upon any other person or persons.

ARTICLE VI – CORPORATE SEAL

The corporate seal shall consist of two concentric circles between which shall be the name of the Corporation and in the center of which shall be inscribed the year of its incorporation and the words “Roanoke Virginia”.

ARTICLE VII – COMMITTEES

Section 1 – Standing Committees:

The Audit Committee will consist of three (3) Voting Members of this Corporation selected by The Board of Directors. No Director will be a member of the Audit Committee. The Audit of All Finances of This Corporation will take place annually. The Audit Committee will be participants during the Audit and will read out loud their report into the record at the next meeting of the Voting Members. The Audit procedures and guidelines will be established by the Board of Directors.

Section 2 – Ex Officio:

The Chairman of The Board, herein the President, shall be The Ex Officio Chairman of all Committees. The Directors reserve the right to form committees as business needs dictate.

ARTICLE VII – AMENDMENT OF BYLAWS

The Board of Directors shall have the power to amend, alter or repeal these Bylaws, and to adopt new Bylaws, from time to time, by an affirmative vote of the majority of the whole Board of Directors as then constituted, provided that notice of the proposal to make, alter or repeal the Bylaws was included in the notice of the Directors’ meeting. Following any such action by the Board of Directors, the Voting Members, by a majority vote of those present and entitled to vote, shall have the power to alter or repeal the Bylaws newly adopted by the Board of Directors, or to restore the Bylaws to their original status. The notice of such meeting shall include that the Voting Members will be called on to ratify the action taken by the Board of Directors with regard to the Bylaws.

ARTICLE VIII – POLICIES

Section 1 – Dissolution:

In the event of dissolution, The Assets of This Corporation shall, after payment of All Corporate Debt, be conveyed by action of the Board of Directors in a way they see fit being governed by Corporate Law.

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