Bylaws: Virago Alley NFP

Article I: Name, Office and Mission

Section 1.1: NAME
The name of the Corporation shall be Virago Alley

Section 1.2: OFFICE
The principal office location at the time of the adoption is 2817 Edgewood Avenue, Richmond VA 23222. The corporation shall establish a new office in the Commonwealth of Virginia within 2 years of creation.

Section 1.3: MISSION
To provide an accessible and inclusive platform for the exploration, education and preservation of historical martial arts and artisan trades.

  1. This Corporation will serve as a hub, resource and promoter for knowledge exchange, skill development and community building uniting individuals who share a passion for these timeless disciplines.

  2. The Corporation will provide and facilitate classes, workshops, demonstrations, practice & studio space, coordinated special events (on and off site) & annual festivals (off site)

  3. The Corporation will assist in the facilitation, accommodation & representation of local historic guilds, artisans and organizations.

Section 1.4: COOPERATION
To maximize the Corporation’s accomplishments of its mission and purposes, it may seek to cooperate with other non profit organizations that are exempted under section 501 c(3) as well as for-profit organizations that are operated exclusively for the purposes similar to and consistent with the mission of the Corporation.

Section 1.5: RELATED ACTIVITIES
The Corporation shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to effect the purposes for which the Corporation is organized, and to aid or assist with other organizations or persons whose activities further accomplish, foster or attain such purposes. The powers of the Corporation include, but are not limited to, the acceptance of contributions from the public and private sector, whether financial or in-kind contributions.

Article II: Members

Section 2.1: MEMBERS
Membership into the Corporation shall be open to individuals who support the education and appreciation of historical arts and artisan trades.

Section 2.2: DESIGNATION OF MEMBERSHIP CLASSES
There shall be 3 classes of members which are designated as follows:

A. Supporting Members. Any individual wishing to monetarily support the continued education and appreciation of these historical art forms. This includes the support of the Corporation’s special events both on and off site, classes, workshops, demonstrations, tournaments and community engagement. Supporting Members will receive discounts on special classes, workshops & events should they choose to participate. Membership fees & discounts will be evaluated annually.

B. Studying Members. This membership includes all of the benefits of the Supporting Membership as well as regular access to the community practice space for solo and group study and entry to all regular classes and workshops. Studying Members will receive discounts on special classes, workshops & events should they choose to participate. Membership fees & discounts will be evaluated annually.

C. Guilds: This membership is for partnering Guilds to have weekly and monthly access to the community space to hold recurring classes, workshops and demonstrations for their own members. Their members will not be required to hold a membership with the Corporation as they will be represented by the associated Guild while on-site. Guild members will receive discounts on special classes, workshops & events should they choose to participate. Membership fees & discounts will be evaluated annually.

Section 2.3: ACCEPTANCE OF MEMBERS
Individuals & Guilds can apply for Membership through a member application form. Supporting Members will automatically be accepted upon payment of monthly or annual dues. Studying and Guild Membership applications however, will require review and evaluation by a Membership Committee. A majority vote by Committee members will be required for the approval of Studying Members and partnering Guilds. After confirmation, approved members will be notified of their acceptance and required to abide by Corporation policies and safety procedures outlined in Member Handbook. Guilds will be required to provide additional safety protocols and their own club/member insurance. Monthly or annual dues will be required to participate as a member unless this fee has been waived as a result of service trade, partnership or gift.

Article III: Officers / Governing Body

Section 3.1: OFFICERS
The Corporation shall be governed by a Board of Directors consisting of a minimum of 4 Officers. The Officers shall include a President (Chair), Vice President (Vice Chair), Secretary, and Treasurer, each with defined responsibilities.

Section 3.2: ELECTION & TERMS OF OFFICE
The 4 initial Officers are stated in the Articles of Incorporation. New Officers and Directors shall be elected by the current Board of Directors. Officers shall be elected to a term of one (1) year, or until their respective successors are elected. Additional Directors can be nominated and voted onto the Board of Directors with a majority during monthly meetings where a quorum is present.

Section 3.3: REMOVAL
The Board of Directors may remove any Officer at any time, with or without cause by majority vote. Removal of an Officer for cause shall be done pursuant to the same procedures as sanctioning and expelling a member, provided in organizational manual. Additionally, an Officer may resign at any time by giving written notice to the Corporation. Any resignation shall take effect at the date of the receipt of the notice, or at any later time specified in the notice.

Section 3.4: DUTIES

A. President (Chair)
The President shall be the Chief Executive Officer of the Corporation and shall preside at all meetings of the Corporation & the Executive Committees at which they are present. They shall discharge all duties incumbent upon a presiding officer. They shall perform such duties as the Bylaws provide and as the Board of Directors may delegate or prescribe. Either they or the Treasurer shall sign the Corporation’s annual returns.

B. Vice President (Vice Chair)
The Vice President shall perform the duties of the President in the absence of the President, and shall perform such other duties as the President or the Board of Directors, or these Bylaws may delegate or prescribe.

C. Secretary
The Secretary shall be primarily responsible for maintaining accurate records of board meetings, including minutes, ensuring compliance with corporate governance regulations, advising the board on legal matters related to documentation, and generally acting as the custodian of official corporate documents, playing a crucial role in upholding the legal integrity of the board's decisions and actions.

D. Treasurer
The Treasurer will be charged with the management, oversight and reporting of the corporation’s finances with honesty and trust.

Article IV: Meetings

Section 4.1: TIME OF MEETING
The Board of Directors shall meet 1 time per month or a total of 12 times in a fiscal year, with special meetings called as needed, to elect Board members, review financial reports, and discuss organizational direction. The date and time of the subsequent meeting shall be determined at the end of each meeting.

Section 4.2: AGENDA & REPORTS
The secretary and/or officers shall create an agenda for each meeting outlining the review and approval of previous minutes, financial and committee reports, business action items, new initiatives and proposals, marketing & fundraising & decision making. The secretary shall submit a written report of meeting minutes within 7 days of meeting which will be maintained in the records of the Corporation.

Section 4.3: QUORUM AND VOTING
At a meeting at which there is a quorum, a simple majority vote in favor of any action shall be sufficient to transact business. No vote or action shall be taken at a meeting at which a quorum is not present. If there is an occasion when Directors are unable to make a decision based on a tied number of votes at a meeting at which there is a quorum, the President, in order of precedence, shall have the power to decide the issue. In lieu of a physical meeting, a virtual vote or written and signed vote will be permitted.

Article V: Committees

Section 5.1: GENERAL
The Board of Directors shall conduct the Corporation’s business with the assistance of Special Committees. A Committee shall have the authority necessary to conduct the business, discharge the duties, and perform the tasks delegated to the Committee by these Bylaws.

Section 5.2: COMMITTEE MEMBERS
The Board of Directors shall appoint the Committee Head, and shall appoint the Committee Members in consultation with the Committee Head.

Section 5.3: COMMITTEE MEETINGS
A meeting may be called by the Committee Head or by any two Committee Members with at least 7 business days’ advance notice. At any meeting, a majority of the Committee Members shall constitute a quorum for the transaction of business and voting/approval of new Corporation Members. Committees shall submit reports to the Board of Directors to be maintained in the records of the Corporation.

Article VI: Policies and Procedures Manual & Safety Handbook

Section 6.1: CREATION & MAINTENANCE OF MANUALS & HANDBOOK
The Board of Directors shall create and maintain a Policies & Procedures Manual as well as a Membership Handbook. Any changes to any policy, procedure & safety protocols shall be reflected in an amendment to the Manual or Handbook so that the Board of Directors, all Committees, Volunteers, Staff and paying Members of the Corporation will be notified of such changes. The Manual and Handbook and any amendments thereto or restatement thereof shall at all times be subject to approval by a majority vote of The Board of Directors.

Section 6.2: CONTENTS OF MANUAL & HANDBOOK
The manual shall set forth important policies and procedures relating to the operations and management of the Corporation that are considered necessary for its proper and transparent operations. The Manual shall contain policies on subjects including financial practices, confidentiality, personnel, transparency, accountability and ethics. The Manual shall also contain memoranda describing Special Committees and each Committee’s purpose, responsibilities and any rules of procedure. The Corporation shall also implement a Membership Handbook outlining policies, practices, ethics, rules & restrictions, requirements and safety guidelines.

Article VII: Finances

Section 7.1: BUDGET
The Board shall develop and approve an annual budget.

Section 7.2: FINANCIAL REPORTING
The Treasurer shall provide regular financial reports to the Board.

Section 7.3: BOOKS AND RECORDS
The Corporation shall keep correct and complete books and records of accounts and financial statements shall also keep minutes of proceedings of its Board of Directors and Committees. The Corporation shall implement a document retention policy, which shall be set forth in the Manual.

Section 7.4: FUNDRAISING
The organization may engage in fundraising activities consistent with its mission including in-kind and monetary sponsorships from individuals, for-profit businesses, and non profit organizations.

Article VIII: Conflict of Interest

Section 8.1: CONFLICT OF INTEREST
The Board of Directors shall adopt and periodically review a Conflict of Interest Policy to protect the Corporation’s interest when it is contemplating any transaction or arrangement which may benefit any Officer, Director, Employee, Volunteer or Member. Such policy shall be maintained in the Manual, and all affected persons shall be familiarized with the Policy.

Article IX: Indemnification Provisions

Section 9.1: INDEMNIFICATION
The Corporation shall, to the extent legally permissible, indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that such person is or was a director or officer of the Corporation, against expenses (including attorneys’ fees), liability, judgments, fines, and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding if such person [a] conducted himself in good faith, [b] reasonably believed, in the case of conduct in his or her official capacity with the Corporation, that his or her conduct was in the best interests of the Corporation, and, in all other cases, that his or her conduct was at least not opposed to the best interests of the Corporation, and [c] with respect to any criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

Section 9.2: D&O Insurance
The Corporation will seek D&O insurance after the first calendar year of inception.

Article X: Dissolution

Section 10.1: DISSOLUTION
Upon dissolution of the Corporation, assets which are available for distribution shall be distributed to any one or more non-profit organizations as shall be selected by the Board of Directors.

Article XI: Amendments

Section 11.1: AMENDMENT PROCESS
These Bylaws may be amended by the affirmative vote of a majority vote of the Members present at a regular monthly meeting at which a quorum is present. Additionally, this may be repealed and new, Amended and Restated Bylaws adopted, in the same manner. No amendment shall be made to these Bylaws which would cause the Corporation to cease to qualify as an exempt corporation under Section 501 c(3). Any Amended or Amended and Reinstated Bylaws shall be consistent with the Articles of Incorporation.