ARTICLE I- NAME AND TITLE

The name of the association shall be the West Virginia Past State FFA Officer Association. (Hereinafter referred to as “the Association.”)

ARTICLE II- PURPOSE

The purpose of the association is to provide lifelong opportunities for connecting alumni and meaningful engagement to increase pride, participation, volunteerism, and philanthropic commitment to West Virginia FFA Association West Virginia FFA Foundation, and Cedar Lakes Conference Center.

ARTICLE III- POLICIES

The Association shall be a non-profit organization following IRS Code 501(c)3, nonsectarian, noncommercial, and nonpolitical.

ARTICLE IV- GOVERNANCE

Section: 1. The Association

The exclusion and ultimate control of the affairs of the Association shall be vested in its active individual members and shall be exercised, subject to the control of said members, by the officers and Board of Directors.

Section: 2. Officers

The officers of the Association shall be President and Secretary of whom shall be elected at the annual meeting, every three (3) years, of the association in a manner as prescribed by the by-laws.

Section: 3. Board of Directors

The Board of Directors shall be composed of the following:

1. Elected Officers of the Association

2. Immediate past state officer team member, selected by the previous past state officer member

3. Members appointed by President (Ex-Officio)

Section: 4. Power to Act

The Board of Directors is hereby empowered to make by-laws or standard operating rules of procedure, as it may deem necessary, and to amend the same from time to time. Its duties shall be those provided for in the by-laws.

ARTICLE V - MEMBERSHIP

A past state FFA or NFA officer of the West Virginia FFA Association/ NFA Association, having completed their year in good standing, may be a regular member of the Association. Other persons may become members in conformity with the by-laws.

ARTICLE VI - MEETINGS

Meetings shall be held as set forth herein and provided in the by-laws.

The membership grants to the Board of Directors the right to act upon a proposed amendment, which at the sole discretion of the Board of Directors requires immediate action. Information on the proposed amendment must be mailed/ emailed to the Board of Directors members at least ten calendar days prior to the meeting date A two-thirds vote of those members shall be required for the passage of an amendment. In 30 calendar days thereafter, the general membership will be notified in writing of the actions taken by the Board of Directors.

Section: 1. Annual Meeting

a. The annual meeting of the Association shall be held during the West Virginia FFA Convention annually.

b. The purpose of the Annual Meeting shall be designed to update the assembled active membership on the state of the association and to conduct and enact its business.

Section: 2. Regular Meetings

a. The Board of Directors shall hold at least six (6) regular meetings each year.

b. A quorum constitutes a majority or 51 percent of the current Board of Directors for the purpose of conducting the business of the Association at a regular meeting.

Section: 3. Special or Call Meeting

a. The President may schedule a special or call meeting at any time. If three (3) or more members of the Board of Directors desire a call meeting, they shall notify the President.

b. Notification of special or call meetings must be issued at least 72 hours prior to convening such a meeting. Such notification may be by e-mail, text message, or any recognized form of communication.

c. A quorum for a special or call meeting shall consist of the majority of the members of the Board of Directors on record.

ARTICLE VII - COMMITTEES

Committees shall be appointed by the board of directors as set for in the by-laws.

ARTICLE VIII - LIABILITY, INDEMNIFICATION, AND DISSOLUTION

Section: 1. Liability

No Subordinate organizational entity of the Association shall have the authority or power to impose or incur financial or legal liability on the part of the Association without the express authorization of the Board of Directors, in writing and obtained at least 15 calendar days in advance, except as delegated in the by-laws.

Section: 2. Indemnification

The Association shall indemnify any officer or member of the Association for actions taken during the performance of duties on behalf of the Association so long as said actions are consonant with the honesty, integrity, mission, goals, and objectives of the Association as determined by the Board of Directors. The Association shall not be responsible for any indebtedness or obligation of subordinate organizational entities, their officers, or agents.

Section: 3. Dissolution

a. In the unlikely event that the Association should dissolve its property and assets shall be donated to the West Virginia FFA Association Foundation, should it remain a viable charitable organization, or distributed to such tax-exempt, nonprofit organizations as may be determined by Association members.

b. There shall be no general distribution of property or other assets to any officer or member of the Association at any time beyond reasonable reimbursement of expenses. No officer or member shall be held personally liable to any creditors or the Association for indebtedness or liability incurred pursuant to Article VIII, Section 2, above. Such creditors shall look only to assets of the Association for payment.

ARTICLE IX - Parliamentary Authority

The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.

ARTICLE X- AMENDMENTS

This Constitution may be altered or amended by a majority of the members at an annual meeting, or at a special meeting called for that purpose. Notice of Amendment changes shall be emailed to each member thirty (30) calendar days prior to any scheduled ratification meeting.

BYLAWS:

ARTICLE I - PURPOSE

The purpose of these Bylaws shall be to provide operating guidelines to facilitate the implementation of the Association’s Constitution.

ARTICLE II - MEMBERSHIP

Section: 1. Membership

A. Regular Membership

Any individual who has completed their tenure as an elected officer of the West Virginia FFA Association or West Virginia New Farmers Association shall be admitted as a regular member.

B. Honorary Membership

1. Honorary Membership is extended persons because of their contribution to West Virginia FFA Association or West Virginia New Farmers Association officers.

2. Honorary Members shall have the privilege of participating in all Association activities, but they do not have voting rights in the Association and are not eligible to hold office.

3. The Board of Directors by a 2/3 vote, may elect a person to Honorary Membership.

ARTICLE III OFFICERS, OFFICERS’ DUTIES, AND TERMS OF OFFICE

Section: 1. Officers

The Officers of the Association are as follows: President and Secretary.

Section: 2. Installation

All Officers of the Association shall be installed at the annual meeting of the Association every three (3) years. The election of officers shall be by ballot, which shall include write-in candidates or any other manner as may be determined by the Board of Directors.

Section: 3. Duties

The duties of the officers shall be consistent with those usually appertaining to those positions.

Section: 4. Terms of Office

The term of office for all officers shall be three (3) years. Any person shall be eligible to succeed him or herself only once in any given office, limiting them to two (2) consecutive terms.

Section: 5. Removal of Officers

An officer may be removed from office for cause. Cause shall include, but shall not be limited to, failure to perform the duties of office, breach of fiduciary duty to the Association, including deliberate misrepresentation of policies, goals, and objectives (i.e., improperly implementing programs or instructions), wrongful use of Association funds or actions contrary to the Association’s Constitution or Bylaws.

Section: 6. Vacancies

In the event an office becomes vacant, with exception of the office of the President, the President shall appoint a person to serve out the remainder of that term. In the case of the unexpired term of the President, the Secretary shall fill the vacancy.

ARTICLE IV - BOARD OF DIRECTORS

Section: 1. Financial Records

The Board of Directors shall audit the financial records of the Association and report the findings at the annual meeting.

Section: 2. Supervision

The Board of Directors shall supervise and carry out the business of the Association between annual meetings and the planning and supervision of all special events sponsored by the Association.

Section: 3. Meetings

The Board of Directors shall hold at least six (6) regular meetings each year. The annual meeting of the Association shall be held during the West Virginia FFA State Association Convention of each year.

ARTICLE VI - COMMITTEES

Section: 1. Appointment Procedures and Responsibilities of Committees

a. The appointment procedures should be completed as follows:

1. Ad Hoc Committees - The President may appoint committees of one or more members and their chairpersons for the purposes and duration indicated by the Board of Directors.

2. Appointment Terms - The members shall serve on standing or ad hoc committees until the President withdraws the appointment or until either the purpose or duration of the committee has been achieved or expired, whichever comes first.

3. Conduct of Committee Business – Chairpersons of standing or ad hoc committees shall direct the work of the committee based on the Association’s Constitution and Bylaws, special procedural rules of the Board of Directors and/or Robert’s Rules of Order- Newly Revised, current edition

b. Responsibilities

The responsibilities of standing or ad hoc committees are as follows:

1. Study information and issues relevant to the Board of Directors within the subject matter area of the committee.

2. Regularly inform the Board of Directors of its findings.

Section: 2. Standing Committees

The association’s standing committees shall be the Annual Meeting/ Events Committee, Finance Committee, Membership Committee, and History Committee. With the approval of the Board of Directors, the President shall appoint a chair and members of all standing committees.

a. Finance Committee

This committee shall prepare and supervise the annual budget and audit all accounts and finances.

b. Annual Meeting/ Events Committee

It shall be the responsibility of this committee to plan all aspects of the annual meeting.

c. Membership Committee

It shall be the responsibility of this committee to monitor membership status and recommend strategies for the recruitment, retention, and reactivation of members. This committee shall maintain a database of members and their current contact information.

d. History and Archives Committee

This committee is responsible for ascertaining documents and artifacts to establish an archive for the association.

ARTICLE VIII - RULES OF GOVERNANCE

In all matters concerned with procedure, Robert’s Rules of Order, current edition, shall govern except as provided herein.

ARTICLE IX - AMENDMENTS TO THE BYLAWS

The Bylaws of the Association may be amended, changed, or deleted as necessary by approval of a two-thirds (2/3) vote of the Board of Directors. Such amendments, changes, or deletions shall become effective immediately.