ARTICLE I.  NAME

The full name of this organization shall be the Loudoun County Community Veterans Engagement Board; generally referred to as the LCCVEB or the CVEB; and hereinafter in these Bylaws as the LCCVEB.

ARTICLE II.  MISSION

To coordinate a strategic response to the needs of Loudoun County veterans and their families through community outreach and advocacy.

ARTICLE III.  STATEMENT OF PURPOSE

The Federal Department of Veterans Affairs promotes a healthy and enriched lifestyle for veterans and their family members. The MyVA Community initiative from the Secretary of Veterans Affairs exists to support Veterans within communities. 

This program encourages support by local community leaders and organizations, through the broad concept of Community Veterans Engagement Boards (CVEBs).  These boards function explicitly as community entities and are managed accordingly.  They are established, chaired and managed by community representatives.

The LCCVEB shall follow the MyVA Community framework.  The purpose of the LCCVEB is to promote a healthy and enriched lifestyle for Loudoun County veterans and their family members through community outreach and advocacy for Loudoun County veterans’ issues.

ARTICLE IV.  SERVICE REGION

The geographic area served by the LCCVEB is Loudoun County, Virginia.

ARTICLE V.  MEMBERSHIP

Voting Membership in the LCCVEB shall be open to any community organization working on behalf of Loudoun County veterans.  Organizations wishing to become Voting Members shall submit their expression of interest and a brief explanation of their veteran-related activities to the Executive Committee of the LCCVEB (hereinafter the EXCOM).  The EXCOM shall be empowered to accept or reject any application or recommendation for Voting Membership. The EXCOM may drop from the voting membership rolls any Voting Member organization for good and sufficient cause after that member organization has been given the opportunity to be heard. 

The LCCVEB is supported and sustained by volunteer participation.  General Members shall include, but not be limited to, all Loudoun County individual residents who have an interest in the welfare of Loudoun County veterans, active duty military and their family members; Government agencies; schools; churches; civic groups; and other entities.  Voting Members shall encourage General Members to attend and participate in LCCVEB meetings and activities. General Members shall not be entitled to vote at any meeting.

ARTICLE VI. EXECUTIVE COMMITTEE (EXCOM) AND OFFICERS

The EXCOM shall be comprised of the elected officers of the LCCVEB: Chair; Vice-Chair; Secretary; and Treasurer.  The Immediate Past Chair shall be an ex officio member of the EXCOM. The EXCOM shall meet at the call of the Chair and shall be responsible for conducting the day-to-day affairs of the LCCVEB between scheduled meetings of the LCCVEB. 

Section 6.2.  Election of Officers

At least 60 days before an Annual Meeting, the Chair, in consultation with the EXCOM, shall appoint a Nominating Committee of a maximum of three individuals from different Voting Member organizations, who do not hold elective or appointive offices, to nominate candidates for the LCCVEB’s elective offices.  The Nominating Committee shall notify the Chair in writing, at least 30 days before the Annual Meeting, of its proposed slate of officers for the following term.  The Chair shall include this slate in the announcement of the Annual Meeting.  Officer nominations shall also be accepted from the floor. Newly-elected officers shall assume their offices on 1 January of the following year. 

Elected officers shall serve one-year terms and may be reelected for no more than two consecutive terms in the same position.

Section 6.4. Officer Vacancies 

The EXCOM shall fill an officer vacancy occurring because of death, hardship, or resignation in an acting capacity until the next Annual Meeting.

The Chair shall be the chief elected officer of the LCCVEB, shall preside at all meetings of the LCCVEB and of the EXCOM, and shall be a member ex officio, with right to vote, on all committees except the Nominating Committee. The Chair shall also, at the Annual Meeting and at such other times as might be deemed proper, communicate to the LCCVEB member Representatives or the EXCOM information or proposals to help in achieving the purposes of the LCCVEB. The Chair shall be the authorized spokesperson and main point of contact for the LCCVEB. The Chair shall act as a liaison between the LCCVEB and federal and state Veterans Affairs organizations on issues of importance to Loudoun County veterans and veteran organizations.  The Chair shall sign, execute and acknowledge, in the name of the LCCVEB, those instruments authorized by the LCCVEB and/or the EXCOM. The Chair, in consultation with the EXCOM, shall appoint standing and special committees such as might be required by these Bylaws, or as otherwise might be advisable. The Chair shall perform such other duties as are necessarily incident to the office of the Chair. 

The Vice Chair shall assist the Chair in the performance of his/her duties. In the event of the Chair’s temporary disability or absence, the Vice-Chair shall perform the duties of the Chair. The Vice Chair shall perform such other duties as the Chair may assign.

The Secretary shall provide timely notification by electronic mail of all meetings of the LCCVEB and EXCOM, as prescribed herein, and shall prepare and maintain minutes of all proceedings of the LCCVEB and the EXCOM. The Secretary shall maintain and have available at all meetings a current roster which lists the Voting Members of the LCCVEB that are in good standing. The Secretary shall also prepare such correspondence as might be required; maintain the LCCVEB's correspondence files; safeguard all important records, documents and equipment belonging to the LCCVEB; and perform such other duties as are commensurate with the office or as might be assigned by the Chair.

The Treasurer shall, in collaboration with LCCVEB members, coordinate the financial aspects of LCCVEB activities and initiatives. The Treasurer shall make reports on said financial aspects when called for by the Chair and shall provide yearly statistics of the financial aspects of LCCVEB activities at the Annual Meeting.   The Treasurer shall perform such other duties as are commensurate with the office or as might be assigned by the Chair. 

ARTICLE VII.  VOTING 

Section 7.1. Each Voting Member organization shall designate one individual Representative who shall be entitled to speak on behalf of his/her organization and shall be entitled to cast one vote on behalf of his/her organization. Voting Member organizations may designate an Alternate Representative for a meeting by informing the Chair in writing in advance.

Section 7.2.  Except as otherwise provided in these Bylaws, all questions coming before the LCCVEB shall be decided by majority vote of those LCCVEB Voting Member Representatives and EXCOM members present at a duly announced and constituted meeting of the LCCVEB.

Section 7.3. Only EXCOM members and Voting Member Representatives who are present at a meeting of the LCCVEB shall be entitled to vote. Except as specified in Article X below, proxy representation shall not be permitted at any meeting of the LCCVEB.

ARTICLE VIII.  MEETINGS AND QUORUM 

Section 8.1.  Regular Meetings  

The LCCVEB shall hold a minimum of six regular meetings per year. Meetings will be scheduled by the Chair and will take place within Loudoun County.  The location of meetings will be determined by the Chair.  Notice of each regular meeting will be communicated to each LCCVEB Voting Member organization’s Representative and each General Member requesting such notification by electronic mail at least two weeks in advance of the meeting.  The notice will include an agenda stating the nature of the business to be transacted at the meeting. 

Section 8.2.  Annual Meeting

One of the Regular Meetings shall be designated an Annual Meeting of the LCCVEB and shall be held during the months of October or November.   The Annual Meeting shall include: 

• The receipt of annual reports, to include the Chair’s Annual Report, 
• The election of Officers, and 
• Such other matters as the Chair shall determine.
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Section 8.3.  Quorum

A quorum shall be defined as fifty percent of the EXCOM and fifty percent of the LCCVEB Voting Members being present. 

Section 8.4.  Minutes

The Secretary shall record the Minutes at each LCCVEB Meeting and shall distribute the Minutes to LCCVEB Voting Members for their review within one week of the meeting. The LCCVEB Voting Members shall approve the Minutes at the following meeting.

ARTICLE IX. POLICIES

Section 9.1. Incorporation

The LCCVEB shall be an unincorporated collaboration, operated exclusively for the purpose specified in Article III above. 

Section 9.2. Compensation

Officers, Members and appointed officials shall not receive compensation for their services.  

Section 9.3. Management of Funds (amended March, 2023)

The LCCVEB shall be designated a 501(c)3 (non-profit) organization duly authorized by the Internal Revenue Service to both receive and disburse funds collected from grants/contributions received from donors. It shall be the responsibility of the LCCVEB Treasurer to accept and disburse these funds in accordance with Section 6.8. 

Funds collected shall be distributed in the following manner:

1. Funds shall be disbursed by the LCCVEB Treasurer, as needed, to fulfill veteran needs as specified by the Loudoun County Veteran’s Service Coordinator. VSOs desiring to support these needs shall forward their contributions to the LCCVEB Treasurer (except those VSOs who desire to contribute the ENTIRE amount of the need, in which case they shall do so).

2. Funds may also be disbursed, upon written request of a VSO, to support an event which serves and benefits Loudoun County Veterans. Such grants shall require prior approval of the LCCVEB EXCOM, by majority vote and duly recorded in the minutes of the succeeding LCCVEB General meeting.

3. Funds expended for the purpose of administrative needs shall not exceed $1,000 per year and shall require prior approval of the LCCVEB EXCOM.

4. The LCCVEB Treasurer’s records will be audited annually in January of the following year by two VSO leaders chosen by the EXCOMM Chairman. The auditor’s report shall be read into the minutes of the succeeding LCCVEB General meeting.

Section 9.4. Liabilities

Nothing herein shall constitute members of the LCCVEB as partners for any purpose. No member or agent of the LCCVEB shall be liable for acts or failures to act on the part of any other member, officer or agent. Nor shall any member, officer or agent be liable for acts or failures to act under these Bylaws excepting only acts or failures to act arising out of willful malfeasance or misfeasance.

Section 9.5.  Precedence of these Bylaws 

Nothing in these Bylaws is intended to be contrary to state or federal laws. In the event of conflict between terms of these Bylaws and any applicable state or federal law, that state or federal law will supersede the terms of these Bylaws. In the event of conflicts between state and federal law, federal law will govern. 

Section 9.6. Conflicts of Interest  

Any LCCVEB member or officer, as an individual, or whose business or organization stands to benefit financially from activity conducted by the LCCVEB must disclose such conflict of interest to the EXCOM and must recuse themselves from any discussion or vote pertaining to that decision. 

Section 9.7. Order of Business

Except where otherwise specified in these Bylaws, Roberts Rules of Order shall be used as a guide for facilitating discussions and group decision-making. 

Section 9.8.  Community Outreach

The LCCVEB shall maintain an active Loudoun County community presence.  It shall make available to all requestors, a copy of its bylaws and upcoming events to include date, time, and location of any Public Forums.  The LCCVEB shall give the Loudoun County public an opportunity to submit written comments to the LCCVEB.  

ARTICLE X. AMENDMENTS

These Bylaws may be amended, revised or otherwise changed in whole or in part at any official meeting of the LCCVEB, provided that written notice of the proposed changes is given to all members in the minutes of the immediately previous regularly scheduled LCCVEB meeting. All Changes, amendments and revisions shall require a two-thirds vote of all LCCVEB Voting Members in good standing.  For the sole purpose of voting on Changes or Amendments to the Bylaws, LCCVEB members unable to attend in person may file a proxy vote in writing with the Chair at least three days prior to the meeting during which said vote is taken.

ARTICLE XI. EFFECTIVE DATE 

These Bylaws shall become effective on the date indicated below, upon approval by a two-thirds vote of the Voting Members of the LCCVEB and certified below by the officers of this organization.

Approved on:  9 October 2018

Certified by:

___Signed______________________  ___Signed___________________

Jim Mullen, Chair                                   Harold K. (Ken) James, Vice-Chair

___Signed______________________  ___Signed___________________

Christy Kenady, Secretary                    Richard Ryan, Treasurer