ARTICLE I – NAME

 The name of this association shall be Virginia Government Finance Officers' Association (VGFOA) as registered with the Internal Revenue Service (IRS) as a non-profit 501c6 entity and because of such designation is not required to have an Articles of Incorporation.

ARTICLE II – MISSION

 The Virginia Government Finance Officers’ Association shall be the premier organization in developing leaders with financial and management expertise through education, fellowship and professional development to foster excellence in government.

ARTICLE III – MEMBERSHIP

 There shall be four classes of membership: full membership, lifetime, past-president and associate membership.

Full Membership are those individuals who are either currently and/or during the course of the preceding three months were directly involved as a public sector employee in the Commonwealth of Virginia).

 Lifetime Membership are those any individuals who have made an outstanding contribution to the field of public finance in the Commonwealth upon approval by the Executive Board.

 Past-president Membership are those individuals who have served as a past-president of the VGFOA.

Associate Membership are all other members of the VGFOA that are not otherwise a full, lifetime or past-president member and are non-voting members of the VGFOA.

 Annual membership fees and the payment due date of such fees shall be established by the Executive Board. Any member may be suspended from the VGFOA for delinquency in payment of fees, after three months. Those individuals provided Lifetime or Past-president Membership shall become a paid-up member of this association.

ARTICLE IV – EXECUTIVE BOARD

 Section 1. The eleven person Executive Board is comprised of four officers and seven at-large members. The four officers shall include: President, President-Elect, Treasurer and Past-President. With the President and President-Elect elected to one year terms, Treasurer to a three-year term and the Past-President inheriting a one-year term upon completion of the one-year President’s term. In addition, there shall be seven active members elected at-large. The seven members elected at-large will serve on a staggered three-year term basis, with two members being elected annually, except in the third year cycle in which three members being elected. It shall be the duty of the Executive Board to transact the business of the VGFOA including policy matters referred to it by the members of the VGFOA and to perform such other duties as may be deemed to pertain to the advancement, welfare and the best interest of the VGFOA and its members.

Section 2. Vacancies. A vacancy in the Executive Board shall arise when an Executive Board member resigns and/or fails to meet the Full Active or Life-time Membership definitions with such position filled by a majority vote of the Executive Board; except in the case of the Past-President, whose term shall remain unfilled until incumbent President transitions to Past-President role. The current president will not vote with the Executive Board when filling a board vacancy, except in the case of a tie. In the event of a tie, the current president would cast the deciding vote. The person selected shall meet the Full Active or Lifetime Membership definition and serve the remainder of the unexpired term of their predecessor.

Section 3. Duties. The duties of the Executive Board shall be specifically assigned by the Executive Board and/or in compliance with established policies. In ensuring the business of the VGFOA is conducted properly, it is imperative that each Executive Board member attend Executive Board meetings regularly and provide the appropriate resource towards accomplishing the business of the VGFOA. For those Executive Board members who do not attend scheduled meetings and/or do not provide the appropriate resources, those members may be removed by the Executive Board subject to policies established by the Executive Board for such removal.

Section 4. Quorum. A quorum of the Executive Board shall consist of a majority of the membership of the Board for the purpose of transacting business of the VGFOA.

Section 5. Standing and Special Committees. There shall be established by the Executive Board such standing and special committees as it deems appropriate to conduct the affairs of the VGFOA. Chairs of such committees shall be appointed by the President. The President may create such special committees as deem necessary for special projects or tasks.

 ARTICLE V - ELECTION OF EXECUTIVE BOARD

 Section 1. Nominating Committee. The President shall appoint each year a Nominating Committee consisting of at least three but no more than five past-presidents. This committee shall select not less than one name from the full membership for each place on the Executive Board which is to be filled at the annual meeting. Additional nominations may be made from the floor at the annual meeting by any Full Member..

Section 2. Elections. The manner of holding elections, including the various forms to be used, the methods of voting, the counting of ballots, and the rules pertaining thereto, shall be prescribed by the Executive Board. No person on the Executive Board can be nominated for three successive three-year terms.

ARTICLE VI - ANNUAL AND SPECIAL MEETINGS

Section 1. Annual. The VGFOA shall hold an annual meeting, for the purpose of electing officers and amending by-laws, if applicable. Notice of such meeting will be provided through registration for conference in which such an annual meeting will be held.  Other meetings of the VGFOA and/or the Executive Board may occur throughout the year on a timetable and agenda format as determined by the Executive Board.

Section 2. Lifetime Members and Past-Presidents. Lifetime Members and/or past-presidents shall be invited to all annual meetings. Registration fees for such annual meeting shall be waived, at the member’s discretion. 

 ARTICLE VII - AMENDMENT OF BY-LAWS

 Section 1. By-Laws Committee. A Past-President shall chair the By-Laws Committee. The committee shall consist of at least the chair and two active Board members. The By-Laws Committee shall propose changes, additions, and deletions to the by-laws for consideration as provided for in section 2 of this article.

Section 2. Amendment of By-Laws. These By-Laws may be amended at the annual business meeting of the VGFOA by a majority vote of the active members present.

ARTICLE VIII - RULES OF CONDUCT AT MEETINGS

 In the absence of specific text in these articles as to conduct of the affairs of the VGFOA, Robert's Rules of Order (Revised) shall prevail, as may be applicable in the premises.

 ARTICLE IX – EXECUTIVE SECRETARY

 The Executive Board shall be permitted to contract for an Executive Secretary to meet website, financial, record retention, recordation of minutes and other assigned duties as agreed-upon between the Executive Board and the Executive Secretary.