The purpose of the Annual Meeting of the Members shall be to transact such business as shall come before the meeting.
a. Selection of Date and Place: The next Annual Meeting of the Members shall be held at a date and place selected by the members attending a duly convened Annual Meeting of the Members or if no offers to host is made at that meeting, at the next BOD Meeting.
b. Quorum: A quorum shall consist of 10% of the Association membership entitled to vote in person or by proxy., the proxies may be received by electronic transmission or by mail. At least twenty-five (25) members of the association must be physically present for a meeting to be held. If a quorum is not present at any meeting, a majority of the members present may adjourn the meeting from time to time without further notice, until a quorum can be established.
c. Proxy Voting: At any Annual Meeting of the Members, a member shall be entitled to vote by proxy as provided for in BYLAW III, SECTION 4 b.
d. Resolutions/Proposals/Motions: While resolutions/proposals/motions are submitted during the entire year for action by the National BOD, it is generally acceptable for the members at the meeting to act on all such matters with direct bearing on all members.
e. Elections (Applicable during the year a National election is held):
(1) The Nominations Committee, in conjunction with National Headquarters, will begin soliciting nominations and declarations of candidacy for elective office on the National ballot from all sources approximately eight (8) or more months prior to the Annual Meeting of the Members. The goal of the Nominations Committee will be to place at least two (2) candidates for each office listed on the National ballot.
(2) The Nominations Committee's first action will be to assist the EXCOM in designing the nomination form/declaration of candidacy statement and establishing a cutoff date to accept nominations and declarations. The Nominations Committee will ascertain by letter or electronic message the intent/desires of all incumbent officers prior to publication of nomination form/declaration of candidacy statement to the general membership.
(3) The committee will ensure that each declared candidate meets the criteria for the office being sought. Included is validation of “membership in good standing” and headquarters’ officials’/regional directors’ residency requirements. Each Region Director/President will be elected by votes of the members assigned to that region only.
4) The Nominations Committee shall request verification of each nominee’s desire to hold elective office and further request a resume and photograph be provided the committee. Declarations of candidacy for elective office must be accompanied by a resume and current photograph. (coat & tie). All verifications and declarations of candidacy, along with resumes and photographs, must be received by the Nominations Committee/National Headquarters by the closing date for each national ballot.
(5) Approximately seven (7) months prior to the Annual Meeting of the Members, the nominations form/declaration of candidacy statement will be distributed to the membership in the Association publication, by electronic transmission, or in a similar membership-wide distribution. This form may be reprinted in the Association publication and will be available on the USAWOA Web Site until the nominations are closed. Nominations/declarations of candidacy submitted on this form shall be mailed or electronically transmitted directly to National Headquarters, unless otherwise directed.
(6) The closing date will be established by the EXCOM for each national ballot and will be approximately ninety (90) days prior to the Annual Meeting of the Members. The closing date will be printed as part of the nomination form/declaration of candidacy statement in the Association publication and will be emphasized in all correspondence to prospective candidates by the Nominations Committee and the National Headquarters staff. At the close of business on the published closing date, nominations and/or declarations of candidacy shall be considered closed and no further nominations/declarations shall be accepted, by electronic transmission, mail, or from the floor during the Meeting. Exceptions will be any nominations/declarations that are postmarked on or before the closing date. However, to be considered valid, any such nominations/declarations must be accompanied by written verification of nominees' desire to hold office and their resumes and photographs. Within one week following the closing date, the Nominations Committee will submit the final list of candidates for the ballot to the EXCOM.
(7) At least sixty (60) days prior to the Annual Meeting of the Members, the final list of candidates shall be published in the Association publication and on the Web Site and the official proxy and ballot forms printed. The ballot forms shall be mailed or electronically transmitted to the members neither earlier than sixty (60) days nor later than ten (10) days prior to the Annual Meeting of the Members. The proxy forms will be in accordance with Virginia State Law. The forms shall be preaddressed to National Headquarters, or elsewhere depending on the location of the Annual Meeting of the Members. The forms shall contain the name, member number and return address of the member. All official proxy and ballot forms must be completed in accordance with the enclosed instructions and must be received at the Meeting location prior to noon of the first business day of the Meeting. Exact electronic versions of the proxy and ballot are allowable in accordance with BYLAW III, Section 4 b. above.
a. Regular Meetings: Regular meetings of the National BOD shall be held at least once each year. Meetings will commence following adjournment of the Annual Meeting of the Members. The National BOD may provide by resolution the date and place for holding additional regular meetings. Additional regular scheduled meetings may be called by the National President, as needed.
b. Special Meetings: Special meetings of the National BOD may be called by or at the request of the National President or four (4) directors. The person(s) authorized to call special meetings of the National BOD may fix any place, either within or out of the state of Virginia, as the place for holding any special meeting of the National BOD called by them. Notice of any special meeting of the National BOD shall be given at least thirty (30) days previously thereto by written notice delivered personally or sent by mail or electronic means to each BOD member at their address as shown by the records of the Association.
c. Quorum: Notice of any special meeting of the BOD shall be given at least thirty (30) days previously thereto by written notice, delivered personally, sent by mail, or electronic means to each BOD member at their address as shown by the records of the Association.
d. Informal Action by Directors: Any action which may be taken at a formal meeting of the BOD may be taken without a meeting if a consent in writing, setting forth the action, shall be signed by all the BOD members.
e. Proxy Voting: Active Proxy voting for the National BOD shall be permitted in accordance with BYLAW III, Section 4. b. At least 50% of the Board of Directors members must be physically present to hold a meeting. Directors may, by written, signed proxy, identify another BOD member to vote in their name in meetings of the National Board of Directors. In the same manner, National Elected Officers may identify another National elected or appointed officer to hold their proxy and vote their vote in meetings of the National Board of Directors. A method of electronic message that provides assured authorship may be used to provide such proxy. Directors utilizing their authority by proxy shall be counted as being in attendance for quorum purposes.
f. Voting: Each member of the Board of Directors shall have a single vote on matters before the BOD. Those members representing regions (region President for active regions and the Region Director for inactive regions) shall instead have a vote for each 500 members or fraction thereof registered in the respective region. This count will be based on the latest month-end or other more current count of voting members published by the National Headquarters, excluding Members of suspended Chapters, as defined in this Bylaw V, Section 4, a. below; and otherwise inactive Chapters.
g. Attendance: Attendance at all regular and special meetings of the National BOD is mandatory. Any member of the BOD may request, with appropriate justification, that he/she be excused from any single regular or special meeting. If requested by telephone, a written request must follow. The initial request must be received by the National Headquarters President at least 72 hours before the called meeting, must be accompanied by a signed proxy, and will be the first item of business discussed and voted upon when the meeting is opened for business.
The National President or the Vice President (if the individual being disqualified is the National President) will fill the position under the provisions of Bylaw VI, Section 6, USAWOA Bylaws.
a. Selection of Date and Place: The Region COP may conduct monthly meetings at a date and place as determined by the Region COP and promulgated in the Region Bylaws
b. Quorum: Any meeting of the Region COP, wherein one third of the Chapters are represented, shall constitute a quorum and a legal meeting
c. Proxy Voting: Chapters may, by written proxy, identify another chapter to vote in their name at meetings of the Region COP. Proxies for this purpose shall be forwarded, by the submitting chapter, to the Region Secretary and shall contain the signatures of the Chapter President and one other chapter official. Such authority that may be exercised by a chapter, through its representatives, at a meeting of the Region COP may also be exercised by mail. The Region Secretary shall be the addressee for all such documents and shall properly record the exercise of such authority, mail ballots and proxies in the minutes of the region meeting. Chapters utilizing their authority to vote through the mail or naming another chapter to stand in their stead by proxy shall be counted as in attendance for quorum purposes. A proxy will not be permitted to be used for the election of any officers.
d. Resolutions/Proposals: Resolutions/proposals developed and adopted by the membership of a chapter shall be forwarded to its Region Headquarters (if such exists) in proper format. Resolutions/proposals shall be reviewed by the Region Resolutions Committee and, if appropriate, presented to the Region COP for adoption or rejection. Resolutions/proposals affecting only the geographical region to which submitted shall be forwarded to the National Headquarters for information only, upon adoption by the Region COP. All other resolutions/proposals adopted by a Region COP shall be forwarded to the National Headquarters for appropriate action.
e. Annual Meetings of the Members: Active regions may conduct Annual Meetings of the Members for the primary purpose of electing officers, adopting Bylaws and/or resolutions, electing representatives to attend the Association’s Annual Meeting of the Members or any other business to come before the meeting. The conduct of region meetings should conform generally to the procedures established for the Association Meeting.
f. Informal Action by the Region COP: In accordance with BYLAW V, SECTION 2d.
g. Compensation: RRegion members shall not be reimbursed for any expenditure in connection with region meetings. Region officials as such shall not receive any salaries for their services. Region members may authorize reimbursement of expenses of region officials in the same manner as provided for in BYLAW IX, Section 11, and any such authorization for reimbursement by a region shall be borne by that region's treasury or Region COP.
a. Selection of Date and Place: Chapters shall normally conduct monthly meetings at a date and place determined by the chapter membership as promulgated in the Chapter's Bylaws. At least one (1) chapter business meeting must be held each quarter. Failure to do so will result in that chapter being declared suspended. Four (4) consecutive instances of such delinquent quarters shall subject the Chapter to one of the following: possible closure; complete reset of Chapter start date; or – at a minimum – shall result in the Chapter’s loss of continuous service credit for such four (4) or more quarters (a partial reset of Chapter start date). Such determination of action shall be made pursuant to a vote by the BOD, and the affected Chapter may appeal this decision.
b. Quorum: In any chapter meeting, a quorum shall consist of the numerically greater between the following two determinants, and any meeting so constituted shall be a legal meeting for the transaction of business:
(1) Six members, exclusive of chapter officials, or
(2) Ten percent (10%) of the chapter membership, exclusive of chapter officials, in attendance.
c. Proxy Voting: Chapter members may vote by proxy as provided for in BYLAW III, SECTION 4 b. A proxy will not be permitted to be used for the election of any officers.
d. Resolutions/Proposals: Resolutions/proposals presented to the chapter by a member should be referred to the Chapter Resolutions Committee for review and, if appropriate, submission to the chapter membership for adoption or rejection. Adopted resolutions/proposals which affect only the chapter shall be forwarded to the Region Headquarters (if such exists) and/or National Headquarters for information only. All other adopted resolutions/proposals shall be forwarded in proper format to Region for appropriate action. If no region exists, adopted resolutions/proposals should be submitted by chapters directly to National Headquarters for appropriate action and copy furnished to the Region Director.
e. Compensation: Chapter members shall not be reimbursed for any expenditure in connection with chapter meetings. Chapter officials as such shall not receive any salaries for their services. Chapter members may authorize reimbursement of expenses of chapter officials in the same manner as provided for in BYLAW IX, SECTION 11. Any such authorization for reimbursement by a chapter shall be borne by that chapter treasury.
a. Annual Meeting of the Members (AMM): Virtual/electronic meetings should only be held as a last resort due to national emergencies, unforeseen regional meteorological events, and other emergencies that would preclude an in-person AMM.
(1) Selection of Date and Place: The selection of date and place will be decided by the Board of Directors (BOD) with input from Executive Committee (EXCOM).
(2) Quorum: A quorum shall be in accordance with BYLAW V – MEETINGS, SECTION 1. ANNUAL MEETING OF THE MEMBERS, subparagraph b. above. Twenty-five (25) members of the association must be physically dialed-in, joined, or otherwise connected to the virtual/electronic meeting.
(3) Proxy Voting: At any AMM, a member shall be entitled to vote by proxy as provided for in BYLAW III, SECTION 4. Cutoff date for receiving valid proxies will be determined by the EXCOM with input from the AMM planning committee.
(4) Resolutions/Proposals/Motions: Resolutions/Proposals/Motions will be in accordance with BYLAW – MEETINGS, SECTION 1. ANNUAL MEETING OF THE MEMBERS, subparagraph d. above.
(5) Elections(Applicable during the year a National election is held): Elections will be held in accordance with BYLAW V – MEETINGS, SECTION 1. ANNUAL MEETING OF THE MEMBERS, subparagraph e above. Cutoff date for receiving valid ballots will be determined by the EXCOM with input from the AMM planning committee.
b. National Board of Directors (BOD) Meetings: Virtual/electronic meetings may be held as necessary in lieu of in-person meetings. These reasons could be as stated above or for budgetary reasons.
(1) Quorum: In accordance with BYLAW V, SECTION 2, subparagraph c.
(2) Proxy Voting: Proxy voting for the National BOD shall be permitted in accordance with BYLAW III, SECTION 4b. At least 50% of the BOD must be physically dialed-in, joined, or otherwise connected to the virtual/electronic meeting.
c. Region Meetings: Virtual/Electronic meetings may be held as necessary in lieu of in-person meetings. These reasons could be as stated above.
(1) Quorum: In accordance with BYLAW V, SECTION 3, subparagraph b.
(2) Proxy Voting: In accordance with BYLAW V, SECTION 3, subparagraph c. At least one third of the Region Chapters must be physically dialed-in, joined, or otherwise connected to the virtual/electronic meeting.
d. Chapter Meetings: Virtual/Electronic meetings may be held as necessary in lieu of in-person meetings. These reasons could be as stated above.
(1) Quorum: In accordance with BYLAW V, SECTION 4, subparagraph b.
(2) Proxy Voting: In accordance with BYLAW V, SECTION 4, subparagraph c. At least six members, exclusive of chapter officials, or 10% of the chapter membership, exclusive of the chapter officials, whichever is greater must be dialed-in, joined, or otherwise connected to the virtual/electronic meeting.