VIRGINIA ASSOCIATION OF SOIL AND WATER CONSERVATION DISTRICTS
ARTICLES OF INCORPORATION
In order to form a non-stock corporation under Chapter 10 of Title 13.1 of the Code of Virginia, as amended, the
following Articles of Incorporation are hereby adopted and set forth.
ARTICLE I – Name
The name of the corporation (hereafter the “Association”) is Virginia Association of Soil and Water Conservation
Districts.
ARTICLE II –Purpose
1. Each Soil and Water Conservation District is “a political subdivision of this Commonwealth” under Section 10.1-538
of the Soil and Water Conservation Districts Law of the Commonwealth of Virginia and “any two or more districts may
cooperate in the exercise of any or all powers conferred in this chapter,” under Section 10.1-549. The Soil and Water
Conservation Districts of the Commonwealth of Virginia establish this Association as a means of coordinating and
enhancing their efforts to fulfill their statutory responsibilities for the preservation of the Commonwealth’s soil and water
resources necessary to protect and promote health, safety, and general welfare of Virginia’s citizens.
2. The Association will operate under Section 501(c)(5) of the Internal Revenue Code of 1986, as amended, or the
corresponding section of any future federal tax code.
3. The Association shall have and shall exercise all of the corporate powers of a non-stock corporation as provided by the
laws of the Commonwealth of Virginia, to the extent that such laws are not otherwise inconsistent with the provisions of
these Articles of Incorporation.
ARTICLE III – Members
Each director of a district created under the provisions of the Virginia Soil and Water Conservation Districts Laws shall
automatically become a voting member of this Association. All voting members shall have the right to vote on election of
Officers of the Association and all matters referred to the membership for action and to hold any Association office except
that they may not continue in or accept such office if they accept appointment as a member of the Virginia Soil and Water
Conservation Board. All directors of the districts in a Geographic Area of Virginia, as defined by the Bylaws of this
Association, shall have the right to vote on election of an Area Chair and Area Vice Chair of the Area.
ARTICLE IV – Directors
The Officers and the Area Chairs shall constitute the Board of Directors, with authority to act for the Association when it
is not in regular session or between meetings of the Members. All actions taken by the Board of Directors must be ratified
by the Members at the following annual meeting or at a special meeting called for the purpose of approving and ratifying
specific actions previously taken by the Board of Directors. The names and addresses of the persons who are to serve as
the initial Directors are:
EDWARD T. OVERTON, JR.
118 Duer Lane
Williamsburg, VA 23188
WARD ROBENS
2505 Maple Avenue
Buena Vista, VA 24416
E. KEITH SEWARD
P. O. Box 207
Surry, VA 23383
LOU ANN JESSEE WALLACE
P. O. Box 1019
16625 Russell St.
St. Paul, VA 24283
JAMES B. CHRISTIAN
16635 Mosswood Drive
Hamilton, VA 20158
JOHN PETERSON
9304 Lundy Court
Burke, VA 22015
LINDA S. CAMPBELL
2974 Stonyman Road
Luray, VA 22835
DONALD A. BAGSHAW
11234 1 Lawyers Road
Prince George, VA 23875
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DONALD L. WELLS
8036 Dunwoody Drive
Mechanicsville, VA 23111
JOHN M. BRITTON, SR.
Route 2, Box 34
Ewing, VA 24243
DR. WILKIE W. CHAFFIN
2747 Singleton Road
Pamplin, Virginia 23958
RICHARD P. CHAFFIN
P. O. Box 827
Forest, VA 24551-0827
The terms and replacement procedures for members of the Board of Directors to the extent not inconsistent with these
Articles will be specified in the Bylaws of the Association.
ARTICLE V – Registered Office and Registered Agent
The initial registered agent of the corporation is Edward T. Overton, Jr., who is a resident of Virginia and a Director of
the Association and whose business address is the same as the address of the registered office of this Association and is in
the County of Hanover, Virginia. The address of the initial registered office of this Corporation is
7308 Hanover Green Drive, Suite 100
Mechanicsville, VA 23111
ARTICLE VI – Indemnification
Each person now or hereafter a Director of the Association (and his/her heirs, executors, and administrators) shall be
indemnified by the Association against all claims, liabilities, judgments, settlements, costs and expenses, including
attorneys’ fees, imposed upon reasonable expenses incurred by the director in connection with or resulting from any
action suit, proceeding or claim to which the Director is or may be a party by reason of being or having been an Officer or
an Area Chair of the Association (whether or not a director at the time of such costs or expenses are incurred by or
imposed), except in relation to matters in which he/she shall have been fully adjudged in such action, suit or proceeding to
be liable for gross negligence or willful misconduct in the performance of duties as a director. In the event of a
settlement, the indemnification shall be made only if the Association shall be advised by the Board of Directors of the
Association, and otherwise by independent counsel to be appointed by the Board of Directors, that in its or his/her opinion
the Director was not guilty of gross negligence or willful misconduct in the performance of his/her duties, and that such
settlement was or is in the best interest of the Association. If the determination is to be made by the Board of Directors, it
may rely as to all questions of law on the advice of independent counsel. Such right of indemnification shall not be
deemed exclusive of any rights to which the Director may be entitled under any by-law, agreement, or otherwise.
ARTICLE VII – Dissolution
Upon dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all
of the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the
Association in such manner, or to such organization or organizations organized and operated exclusively for charitable,
educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section
501(c)(3) of the Internal Revenue Code, as the Board of Directors shall determine and whose purposes are not inimical to
those of the Association.
ARTICLE VIII – Amendments
All provisions of these Articles of Incorporation shall be subject to amendment, consistent with the laws of the
Commonwealth of Virginia and Section 501(c)(5) of the Internal Revenue Code of 194, 86, as amended, or the
corresponding section of any future federal tax code, by a vote of two-thirds of the members of the Board of Directors.
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VIRGINIA ASSOCIATION OF SOIL AND WATER CONSERVATION DISTRICTS
BYLAWS
Article 1 – Name and Offices
The Corporation’s name is the Virginia Association of Soil and Water Conservation Districts, and it may be referred to
herein as the “Association.” The Association may have offices and places of business at locations within the
Commonwealth of Virginia as determined by the Association’s Board of Directors.
Article 2 – Definitions
a. “Association” shall mean Virginia Association of Soil and Water Conservation Districts.
b. “Member” shall be all elected and appointed Directors of a District created under the provisions of the Virginia Soil
and Water Conservation District Laws and who are currently serving. Members are entitled to vote with respect to all
business of the Virginia Association of Soil and Water Conservation Districts.
c. “Annual Meeting” means the multi-day educational meeting annually conducted at a central location.
d. “Business Meeting” means the meeting of Members held for the purpose of conducting business of the Association.
The “Annual Business Meeting” shall be held on the first or second day of the Annual Meeting, and Business Meetings
shall be held at such times as permitted by Article 11 hereof. The Association shall give all Members at least 60 days
Notice of Business Meetings.
e. “Notice” shall mean a written notice to all Members and Districts, by e-mail. In the event the Member does not have email, notice to the District shall be deemed sufficient. Such Notice shall state the time and place of the meeting, the
general business to be conducted, and an Agenda listing all matters to be considered and voted on in the Meeting.
Members and the Districts shall be responsible for providing the Association with correct addresses of all Directors.
f. “Agenda” shall mean a separate listing of each item of business intended to be presented for action at forthcoming
Business Meetings. It should be in sufficient detail to put all Members on notice of the matters to be considered.
Article 3 – Government
a. The Association shall be governed by the Association’s Articles of Incorporation, these Bylaws, and Robert’s Rules of
Order Newly Revised, when these Rules are not inconsistent with the Articles of Incorporation or the Bylaws.
b. The Association shall be governed by a Board of Directors. The election procedure and duties of Association Directors
are described in Article 6 and Article 7.
Article 4 – Association Purpose
a. Each Soil and Water Conservation District is "a political subdivision of this Commonwealth" under Section 10.1-538 of
the Soil and Water Conservation Districts Law of the Commonwealth of Virginia and "any two or more districts may
cooperate in the exercise of any or all powers conferred in this chapter,” under Section 10.1-549. As set forth in the
Articles of Incorporation, the Soil and Water Conservation Districts of the Commonwealth of Virginia establish this
Association as a means of coordinating and enhancing their efforts to fulfill their constitutional responsibilities for the
preservation of the Commonwealth's soil and water resources necessary to protect and promote health, safety, and general
welfare of Virginia’s citizens.
b. The Association will operate under Section 501(c)(5) of the Internal Revenue Code of 1986, as amended, or the
corresponding section of any future federal tax code.
c. The Association shall have and shall exercise all of the corporate powers of a non-stock corporation as provided by the
laws of the Commonwealth of Virginia, to the extent that such laws are not otherwise inconsistent with the provisions of
these Bylaws.
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d. The Association’s purposes shall also be to serve as a central means of determining and implementing the program
objectives and financial requirements as determined by its constituent districts.
e. The Association’s further purposes shall be to study and evaluate the nature and scope of the total natural resource
conservation program in the Commonwealth of Virginia and to give guidance to districts in developing plans of action for
accomplishing each district’s conservation goals.
Article 5 – Association Authority and Responsibility
a. The Association shall provide leadership and assistance to Districts in achieving their natural resource conservation
goals, including, but not limited to, the following areas:
1) Administrative activities and representing districts in relationships with profit and non-profit organizations.
2) Government Relations, including, but not limited to, representing districts before the General Assembly, Governor’s
Office, the Natural Resources Secretariat, the Virginia Department of Conservation and Recreation, members of
Congress, the USDA Natural Resources Conservation Service (NRCS) and other agencies or offices.
3) Educational, including, but not limited to, Envirothon, Youth Conservation Camp, staff training, and director training.
b. The Association shall represent districts in all district-related matters that come before the Virginia Soil and Water
Conservation Board (VSWCB) as described in Section 10.1-505 of the Code of Virginia. The Association President will
meet with the Virginia Soil and Water Conservation Board at least annually to present information on district goals and
programs to enable the VSWCB to determine appropriate district operational funding and support essential to support
district programs. The Association President may utilize other Association officers or staff to assist in this presentation.
The Association President, or his/her designee, will also normally attend VSWCB meetings that are held throughout the
year.
Article 6 – Officers and Their Election
a. Officers
The Association shall have the following elective officers: President, 1st Vice President, 2nd Vice President,
Secretary/Treasurer, and National Association of Conservation Districts (NACD) Board Representative, all of whom shall
be elected at the Annual Meeting of the Association, as appropriate. The most immediate past President, who is eligible
and available to serve, will also be an officer, with the title of Past President.
b. Terms of Office
1. The President shall serve a term of one year and may be re-elected for one additional consecutive term.
2. The 1st Vice President shall serve a term of one year and may be re-elected for one additional consecutive term.
3. The 2nd Vice President shall serve a term of one year and may be re-elected for one additional consecutive term.
4. The Secretary/Treasurer shall be elected for a two-year term and may be re-elected for one additional
consecutive two-year term.
5. The NACD Board Representative shall be elected for a two-year term, and may be re-elected for additional
two-year terms.
6. The Past President shall serve for such period of time as he/she is the immediate past president.
A VASWCD officer must resign from the officer position if he/she no longer serves as a director of a Soil and Water
Conservation District.
c. Nomination and Election of Officers
At least three months prior to the Annual Meeting of the Association, the President shall appoint a nominating committee
consisting of no less than three members, each from a different Area. At least 3 months prior to the Annual Meeting,
notice should be given of the upcoming elections and invite persons interested in becoming candidates to submit a resume,
to the Nominating Committee, no less than 60 days prior to the Annual Meeting. The resumes of the candidates advanced
by the Nominating Committee shall be circulated by the Association no less than 45 days prior to the Annual Meeting, in
accordance with the notice requirements of Article 2.e. At the Annual Meeting, said committee shall present a proposed
slate of qualified candidates for the offices of President, 1st Vice President, 2nd Vice President, Secretary/Treasurer and
NACD Board representative. Other nominations may be made from the floor. All Officers shall be Members.
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d. Duties of Officers
1. The President shall be the executive head of the Association and shall preside at its meeting and at meetings of
the Board of Directors.
2. The 1st Vice President shall perform the duties of the President in his/her absence, serve as coordinator of all
Standing Committees, and shall perform such other duties the President or the Board of Directors may designate.
3. The 2nd Vice President shall perform the duties of the 1st Vice President and the President, in their absence,
shall coordinate with the Area Chairs, as needed for their activities, and shall perform such other duties as the President or
the Board of Directors may designate.
4. The Secretary/Treasurer, in accordance with proper accounting procedures, shall be responsible for receiving
all funds of the Association, making all disbursements as authorized by the Board, and investing the Association's monies
as directed by the Board. The Secretary/Treasurer will also be responsible for maintaining all appropriate records for the
Association.
5. The NACD Board Representative shall normally attend Regional and National NACD meetings and represent
and act on behalf of the Association. The Board shall reserve the right to instruct the Board Representative with regard to
any particular issue or position as it may determine or limit his/her authority to act on the issue or position until the Board
has reviewed the alternatives. The Alternate NACD Board Representative shall be the Association's President or his/her
designee.
6. The Past President shall provide support and assistance to the President, Association staff, Executive
Committee, and Board of Directors based on his/her Association experience.
e. Line of Succession
In the event of disability or resignation of the President, the 1st Vice President, or 2nd Vice President in that order, shall
accede automatically to the presidency. In the event of the disability or resignation of the 1st Vice President, then the 2nd
Vice President will accede automatically to the 1st vice president position. In the event of the disability or resignation of
the 2nd Vice President, Secretary/Treasurer, or NACD Representative, then the remaining members of the Board shall fill
the vacancy from the Board or membership-at-large or may elect to hold a special election by mail or electronic
communication.
Article 7 – Association Geographic Areas
a. For appropriate representation of districts in the work of the Association, the Commonwealth of Virginia shall be
divided into six geographic areas (the “Areas”) generally recognized as follows:
1.
Area I:
3.
5.
Western Virginia
2.
Area II:
Northern Piedmont
Area III: Central-Tidewater
4.
Area IV:
Southwest Virginia
Area V: Southern Piedmont
6.
Area VI: Southeast Virginia
b. Each of the six Association geographic Areas shall elect an Area Chair and Vice Chair.
c. Meetings:
i. The Annual Area meeting shall be held during the Annual Meeting of the Association.
ii. A Spring meeting of the Area shall be held at a time, and place, designated by the Area, or the Area Chair.
d. Elections:
Area Chairs and Area Vice-Chairs shall be elected for terms of two years and each may succeed him/herself once but
must vacate the office if he/she resigns or fails to gain re-election or re-appointment to a district board. Election shall be
conducted by one of the following methods:
i. By ballot or voice vote of Association members, of that area, at the Annual Area meeting.
ii. In the event of disability or resignation of an Area Chair or Vice Chair, by ballot or voice vote of Association
members, of that Area, at the Annual, or other, meeting of the Area, or by mail ballot.
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Article 8 – Board of Directors
a. The Association Officers and the Area Chairs shall constitute the Board of Directors, with authority to act for the
Association when it is not in regular session. All actions taken by the Board must be ratified by Association members at
the following annual meeting or at a special meeting called for the purpose of approving or ratifying specific actions
previously taken by the Board of Directors. If an Area Chair is unable to attend a Board of Directors meeting, then the
Area Vice Chair may represent the Area. As a Board member, each Area Chair shall serve on at least one standing
committee of the VASWCD.
b. The President, 1st Vice President, 2nd Vice President, Secretary/Treasurer, NACD Board Representative, and the
immediate Past President shall constitute the Executive Committee and shall be empowered by the Board of Directors to
act on behalf of the Board when it is not in session. All actions taken by the Executive Committee must be ratified by the
Board at the following Board meeting.
c. If a member of the Board of Directors is appointed to the Virginia Soil and Water Conservation Board, then he/she must
resign from the Association director position.
Article 9 – Association Committees
a. The initial standing committees are Agricultural, District Operations, Forestry, Marketing/Public Relations, Legislative,
and Urban.
b. When appropriate, the Board of Directors may establish additional standing committees. The Association President,
with the assistance of the Executive Committee, will appoint members, including the chairperson, to these committees.
Standing committee members may include, but are not limited to, District directors and associate directors, district staff,
and employees of partner agencies.
c. When appropriate, the Association President, with the assistance of the Executive Committee, may establish ad-hoc
committees, and appoint members to these ad-hoc committees.
Article 10 – Finances
a. Each district shall be assessed an annual support services fee as determined by the Association membership.
b. The records of the Association shall be audited annually by a certified public accountant.
c. The Board of Directors shall provide for the execution of a surety bond for the Secretary/Treasurer in an amount
determined by the Board.
d. An annual report of the actions taken by the Board of Directors during the past year and a statement of the income and
expenditures of the Association since the last Annual Meeting shall be distributed to each district through its Area Chair.
Article 11 – Meetings of the Association
a. Annual Meeting
The Board of Directors shall set the date and place of the Annual Meeting of the Association.
b. Other Meetings
The President shall set the date and place of other meetings of the Association as needed and shall call meetings of the
Board of Directors.
c. Quorum
Two-thirds of the Soil and Water District Directors registered for the meeting of the Association shall constitute a quorum
for Annual Meetings of the Association, provided however that number must represent a minimum of fifteen percent
(15%) of the total membership of the Association. A majority vote of those present at the business session shall be
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necessary for the transaction of business. A simple majority of the Board of Directors shall constitute a quorum for its
meetings and a majority vote of those present shall be necessary for the transaction of business at any meeting of the
Board of Directors.
d. All meetings of the Association, Association Board, Committee, or other body of the Association shall be governed by
Roberts Rules of Order, as revised from time-to-time.
Article 12 – District Responsibilities Toward the Association
a. Each district, as a part of the Association, is expected to assist all 47 districts in Virginia to achieve their natural
resource conservation goals by supporting the Virginia Association of Soil and Water Conservation Districts by 1)
volunteering to help the Association work toward district goals, and 2) by providing annual financial assistance to the
Association in an amount determined by the entire Association membership.
b. If a district refuses to support the Association, as described above, the Association reserves the right to limit that
district’s participation in Association activities. The decision to limit a district’s participation in Association activities
shall be made by the Association’s Board of Directors. The district will be notified prior to the implementation of this
decision.
Article 13 – Amendments to the Bylaws
a. Proposed amendments to these Bylaws may be considered at any annual meeting of the Association, provided the
proposal has been submitted in writing to the Chairperson of each district at least 60 days prior to the date of the Annual
Meeting.
b. A two-thirds affirmative vote of those members present at the business session shall be necessary for adoption.
c. Amendments shall become effective immediately upon adoption except those that have a specified effective date.
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