1-1 ARTICLE 1 – NAME
The name of this Corporation shall be the Virginia Interscholastic Athletic Administrators Association.
1-2 ARTICLE 2 – PURPOSES
The purposes of this Corporation shall be:
1-2.1 To promote high standards of achievement and ethics in interscholastic athletics;
1-2.2 To promote better public relations and sportsmanship between schools;
1-2.3 To provide for an exchange of ideas and a better understanding of the administration of high school athletics;
1-2.4 To cooperate, assist, and promote all activities of the Virginia High School Coaches Association (VHSCA);
1-2.5 To cooperate, assist, and promote all activities of the Virginia High School League (VHSL);
1-2.6 To conduct educational conferences, seminars and lectures;
1-2.7 To conduct scholarships to students on the basis of financial and/or scholastic ability;
1-2.8 To conduct district, conference, regional and state interscholastic athletics throughout the Commonwealth of Virginia.
1-3 ARTICLE 3 – FINANCES (Limitations and Restrictions)
1-3.1 The Virginia Interscholastic Athletic Administrators Association (VIAAA) is organized exclusively for the educational and charitable purposes, within the meaning of section 501 (c) (3) of the Internal Revenue Code. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on:
(a) by a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code, or
(b) by a corporation contributions to which are deductible under section 170
(c) (2) of the Internal Revenue Code.
1-3.2 No part of the net earnings of the Corporation shall inure to the benefit of, or be distributed to its members, trustees, directors, officers or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to candidates for public office. Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on:
(a) by a corporation exempt from Federal income tax under section 501 (c) (3) of the Internal Revenue Code, or
(b) by a corporation contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code.
1-4 ARTICLE IV – FINANCIAL DISSOLUTION
Upon dissolution of the Corporation, assets shall be distributed to one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or shall be distributed to the federal government, or to a state or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the city or county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.
1-5 ARTICLE IV – MEMBERSHIP (Dual Active Membership)
1-5.1 Membership categories: Active, Lifetime, Honorary and Retired
A. Active Membership (Dual NIAAA and VIAAA) – Available to anyone who meets the criteria as stated below. Each active member shall receive all current benefits and services of the VIAAA and be entitled to one vote. Criteria for Active Membership Active membership of this Association is open to all senior high school/middle school, athletic administrators, assistant athletic administrators, coordinators of athletics for school systems, whose high schools are members of the VHSL or independent schools that are in good standing with the League. Also included are activities directors who serve as athletic administrators. Each active member shall receive all current benefits and services of the VIAAA and be entitled to one vote at any membership meeting.
B. Lifetime Member – Lifetime is an option available to any active member or anyone who is qualified for active membership. This one-time fee is good for the lifetime of the member and automatically converts to Retired membership by approval of the Board of Directors. The Immediate Past President shall be designated as a member of the Corporation for life. All Past Presidents are granted all the voting rights of an active member for life.
C. Honorary Member – Those persons nominated and approved by the Board of Directors shall be eligible for Honorary Membership.
D. Retired Member – Retired membership is open to any retired person who has been an active member of this Association for eight years. Retired members receive all benefits and services, except insurance, afforded an active member, including opportunities to serve on committees, but may not vote or be elected to office. Athletic administrators with less than eight years in the VIAAA may be granted retired status by approval of the Board of Directors.
1-5.2 Voting Rights: Active Members and Lifetime Members shall have the right to vote, as set forth in the Articles of Incorporation. Each member shall be entitled to one (1) VOTE. Honorary Members and Retired Members shall not have the right to vote.
1-5.3 Annual Meeting: The Corporation shall hold its annual meeting for members at its Annual Conference in March or April each year at a time designated by the President.
1-5.4 Special Meetings of Members: Special meetings of members may be held at any time and place as may be designated by the Board of Directors. A special meeting may be called by the Board if requested by ten or more members in writing. The Secretary shall take reasonable efforts to notify the membership of the special meeting.
1-5.5 Quorum for Members: One-Fifth (20%) of the Active members and Lifetime members entitled to vote shall constitute a quorum, when they are represented in person at the meeting. The vote of the majority of the votes entitled to be cast by the members present at a meeting, at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members.
1-5.6 Term and Cost of Membership: Membership dues shall be established annually by the Board of Directors with all membership running concurrent to the NIAAA membership clock, except for VIAAA Lifetime membership.
1-5.7 Application for Membership: Application for membership shall be made to the membership chair, (money sent to Treasurer or pay online at Final Forms) and shall be considered immediately upon acceptance of said fee.
1-5.8 Benefits of Membership: Active and Lifetime members shall receive all current benefits and services of the VIAAA. Benefits include the Corporation’s newsletter; membership lapel pin and membership card; life insurance through NIAAA when membership application is received by September 10 of each year; discount on the registration fee for the Annual Conference; admission to district, conference, regional and State athletic events.
1-6 ARTICLE VI – OFFICERS, TERMS OF OFFICE, DUTIES
The Officers of the Corporation shall be a President, a President-Elect, and Immediate Past President, a Secretary, a Treasurer, and where elected, one or more Assistant Secretaries and Assistant Treasurers, and other officers as may be established in accordance with the provisions of Section 2 of this Article. Officers must be Active members or Lifetime Members of the Corporation.
1-6.1 Section 1: Nominations
A. The President-Elect: Applications and resumes must be submitted to the Immediate Past-President by October 1 each year. At their January meeting, The Past President Council votes on the recommended two (2) nominees and presents one nominee to the Board of Directors. The President-Elect succeeds to the office of President in order to retain organizational stability.
B. Secretary and Treasurer: Candidates may be nominated by the Nominating Committee and from the floor of a regular membership meeting.
1-6.2 Section 2: Election – Term of Office and Qualifications
A. The president, president-elect and immediate past president shall have a one-year term. The secretary and treasurer shall serve a maximum of two three-year terms or until they resign or the affirmative vote of a majority of the Board of Directors votes them to resign.
B. The President-Elect shall be elected by the affirmative vote of a majority of the Board of Directors at the February meeting. The Secretary and Treasurer shall be elected by the affirmative vote of a majority of the voting members at the annual meeting of members.
1-6.3 Section 3: President - The President shall preside at all meetings of the Corporation as the Chief Executive Officer. He/she shall have the power to appoint special committees for the purpose of improving the Corporation. The President or his/her delegate representative shall represent the Corporation at all Virginia High School League organizational meetings arranged by the VHSL Executive Director.
1-6.4 Section 4: President Elect – The President-Elect in the absence of the President, or in the event of his death, inability or refusal to act, shall perform the duties of President. He/she shall perform such other duties as may be assigned by the President or Board of Directors. He/she shall chair the committee to nominate candidates for Secretary, Treasurer and Regional Representatives. He/she shall be responsible for displaying the VIAAA’s banner at all official meetings of the Corporation. He/she shall review the Policies and Procedures Manual (P.O.P.) annually with the P.O.P. Liaison.
1-6.5 Section 5: Secretary – The Secretary shall keep a full and complete record of the proceedings of all Board of Directors (and officers meetings) and Membership meeting. The Secretary shall be responsible for the release of publicity concerning the Corporation; update the P.OP Manual when necessary and distribute changes at the next Board of Directors meeting.
1-6.6 Section 6: Treasurer – The treasurer shall receive and safely keep all funds of the Corporation and deposit them in the bank or banks that may be designated by the Board of Directors. The Treasurer shall make decisions on the procedures necessary to maintain accurate records of the transactions of the Corporation. The Treasurer shall be responsible for the transfer of all money to his successor; promptly write and issue checks for approved payments; send all membership information, as of October 1, and give financial reports at each Board of Directors meeting. The Treasurer will prepare a budget for the next fiscal year at the February Board meeting for adjustments before it is voted on by the membership at the annual membership meeting.
1-6.7 Section 7: Immediate Past-President - The selected Secretary Past-President and Immediate Past President is responsible for securing nominations for AD of the year awards from the regions and Independent Schools, and sending those nominations to the Past-President Council by mid-December.
1-6.8 Section 8: VIAAA Executive Director - The Executive Director is a non-voting member of the Board of Directors appointed by the Board of Directors. The Executive Director serves a three year term of office. The duties of the position would be assigned by the Officers and approved by the Board. An annual written evaluation of the Director would be conducted by the Officers and approved by the Board of Directors. The annual evaluation would review work performance and compensation. The Executive Director will run the Past President’s meeting with the assistance of the Past President’s Selected Secretary.
Job Description: The position of Executive Director will coordinate the annual conference; solicit new corporate sponsorships and new exhibitors and chair the exhibitors at the annual conference. He/she reports to the VIAAA officers and Board of Directors. He/she presents reports to the Board at all meetings but is a non-voting member of the Board.
Compensation*: Up to $100 will be paid to the Executive Director for monthly expenses. Additionally, a 20% commission will be paid annually over the life of the contract of all new corporate sponsor money, new exhibitors for the annual conference, and in kind support secured by the Executive Director for the VIAAA. The Executive Director will be compensated to attend and represent the VIAAA at all functions of the National Executive Directors Council*. Each year the compensation will be reviewed by the Officers and a recommendation will be submitted to the Board for approval.
*For the sake of clarification, the Executive Director will be compensated to attend and represent the VIAAA for three Conferences; the NIAAA Conference, the VIAAA Conference, and the Executive Director’s Conference.
Qualifications: Applicants for the position must have a CAA Certification and a minimum of five years of experience on the VIAAA Board of Directors. An application form must be completed by the deadline date (May 1). An interview committee of VIAAA officers and At-Large Representatives of the Board will conduct a personal interview with each candidate. A recommendation will be made and the final selection will be made by the Board of Directors. The candidate will begin his/her term on July 1.
1-7 ARTICLE VII – BOARD OF DIRECTORS
1-7.1 The Directors will include the executive officers of this Corporation, President, President-Elect, Secretary, Treasurer, Immediate-Past-President and Executive Director.
1-7.2 Representation will consist of Regional Representatives, one from each region of the all of the VHSL classifications and each of the independent school regions; four Delegates-At-Large, and all active Past-Presidents. All must be members of the Corporation. All active Past-Presidents will also be given a vote.
1-7.3 Meetings: The Board of Directors may convene at the request of the President.
1-8 ARTICLE VIII – ORDER OF BUSINESS
Call to order
Roll Call
Announcements
Reading and adoption of the Minutes
Reading and adoption of the Treasurer’s Report
Past-President’s Report
Committee Reports
Unfinished Business
New Business
Adjournment
1-9 ARTICLE IX – PARLIAMENTARY PROCEDURE
Robert’s Rules of Order shall be observed.
1-10 ARTICLE X – TERMS OF DIRECTORS
1-10.1 Regional Representatives (Directors)
A. Nomination – Regional Directors may be nominated by the Virginia Interscholastic Administrators Association members in their region. They may also be nominated from the floor at the Annual meeting. Each nominee must be from a school within the region from which he/she is nominated to represent. Regional Directors shall be elected by a majority of the voting members present at an Annual meeting.
B. Term of Regional Directors – Each Regional Representative’s term will be four years in accordance with the sequence listed on the board of directors listing.
C. In the event a Region cannot provide a Representative, the Board of Directors shall have the responsibility for filling the position with an eligible person from the same classification. If an eligible person from the same classification is not available, the Board of Directors has the option of filling the position with an eligible person from a different classification.
1-10.2 Delegate-At-Large - Delegate-At-Large shall be appointed by the President. The term of Delegate-At-Large shall run concurrently with that of the President.
1-10.3 Absences - If a Regional Representative is absent from two successive meetings without permission granted by the President, and fails to send an alternate, such Regional Representative will be replaced by the Board of Directors.
1-10.4 Term Transition - Newly elected or appointed officers shall take office at the conclusion of the Annual Conference and should attend the after the Conference meeting.
1-10.5 Vacancies - If any office is vacated, the officers shall appoint a person to complete the term of said office.
1-11 ARTICLE XI – COMMITTEES/LIAISONS
The President may establish any committee/liaison of the VIAAA with the approval of the Board of Directors. Appointments, including chair and vice chair to committees, shall be made by the President at the recommendation of the President-Elect and after consultation with the officers. Term of service for committee chairs, vice-chairs and liaisons shall be as approved by the Board of Directors and the term rotations shall be updated and published annually by the Secretary.
1-11.1 Section 1: Qualifications - All committee members, including the chairperson, shall be VIAAA members. Exceptions for committee membership may be made if membership includes principals, superintendents or other professional educators.
1-11.2 Section 2: Past Presidents’ Council Membership - All Past Presidents of the Corporation shall be members of the Past Presidents’ Council. An appointed representative of the Past Presidents’ Council shall serve as Secretary. The duties of this council shall be to assist and advise the Board of Directors of the Corporation. In addition, the Council shall select the recipient of the Athletic Director of the Year Award and the Distinguished Service Award; and nominate individuals for the Virginia High School Hall of Fame and other awards. Council members shall be permitted to vote during Board of Directors’ meetings.
1-12 ARTICLE XII – AMENDMENTS
1-12.1 Section : By-Laws – These By-Laws may be altered, amended or repealed and new By-Laws adopted at any meeting of the Board of Directors at which a quorum is present by an affirmative vote of two-thirds (66.67%) of the Board of Directors in office. (Any changes to the By-Laws must be voted on by the membership at the annual business meeting at the state conference or special called meeting. A two-thirds majority is needed for passage.)
1-12.2 Section 2: Submission of Amendments – Any member in good standing may submit amendments in writing to the Secretary thirty (30) days before a regular meeting or a special meeting called by the President. These shall be voted upon at the next regular meeting. Approval of amendments requires a two-thirds majority vote of the members present.
1-12.3 Section 3: Printing of By-Laws – The By-Laws shall be updated by the Secretary and reviewed annually by the officers of the Board of Directors. Once changes have been approved by the membership at the regular business meeting, the By-laws will be updated in the P.OP. Manual and made available to all members through the A.D.mission.