Articles Of Incorporation & Bylaws

BYLAWS OF LADIES OF LEE
A Nonprofit Community Service Organization

1. Name and Purpose

Name: The name of this organization shall be Ladies of Lee (hereafter referred to as "the Organization").

Purpose: Ladies of Lee is a nonprofit organization committed to uplifting the community through volunteer service, mentorship, and charitable initiatives. The Organization aims to foster unity, leadership, and positive change among women and families in the Lee County area.

2. Membership

Types of Membership:

• Active Member: Women who participate regularly in the Organization’s activities and contribute through service and dues.

• Honorary Member: Awarded to individuals who have demonstrated exceptional commitment to the Organization’s values and mission.  This may be awarded to people who demonstrate a lifetime of service to the community; membership dues will not be required.  

Eligibility: Membership is open to any woman aged 16 or older who supports the mission and goals of the Organization.

Membership Rights: Active Members in good standing are entitled to vote, hold office, and participate in all programs and committees.

3. Governing Body

Structure: The Organization shall be governed by an Executive Board consisting of the two founders, namely Shannon Johnson and Joyce Skidmore, elected Officers, and two additional Board Members-at-Large.  The co-founders may also serve as elected officials at their discretion and if voted upon.

Composition of the Executive Board:

• Two Co-founders

• President

• Vice President

• Recording Secretary

• Treasurer

• Co-Treasure

• Two Members-at-Large

Elections and Terms: Board members, except for the two co-founders, shall be elected at the Annual General Meeting (AGM) for a term of two years.  The co-founders shall serve until such time as they no longer wish to do so. The founder's positions will not be replaced in the event that either one steps down, but the other positions will continue in the same manner as is laid out in these bylaws.

4. Officers

President:

• Provides leadership and direction for the Organization.

• Presides over all meetings and represents the Organization publicly.

• Oversees committees and ensures mission alignment.

Vice President:

• Assists the President and assumes responsibilities in their absence.

• Supports program development and internal communications.

Recording Secretary:

• Keeps minutes of meetings and maintains official records.

• Oversees communications and updates to members.

Treasurer:

• Manages all financial transactions and reporting.

• Prepares an annual budget with the help of the executive board and provides monthly financial updates to the Board and membership.

Co-Treasurer:

• Provides a second signature option for items when the treasurer is unavailable.  

• Must sign off of the annual budget and monthly financial updates.  

5. Meetings

Regular Meetings: Held at least bi-monthly to discuss organizational updates, upcoming events, and committee reports.

Special Meetings: May be called by the President or by a written request from at least five Active Members.

Quorum: A quorum is established with 25% of the Active Membership or five voting members, whichever is greater.

Decision-Making: Actions are approved by a simple majority of votes cast. The President casts the deciding vote in case of a tie.

6. Financial Matters

Dues: Annual membership dues shall be determined by the Executive Board and approved by the membership each fiscal year.  Initially, dues will be set at $25, but may be adjusted as our organization grows.

Funding Sources: The Organization may receive funds through dues, donations, grants, and community fundraising efforts.

Financial Oversight: All financial matters are overseen by the Treasurer with regular reporting to the Executive Board. Expenditures over $50 require Board approval.

7. Amendment Process

Proposed amendments to these bylaws must be submitted in writing to the Secretary at least 14 days prior to a general meeting. A two-thirds majority vote of the Active Members present at a meeting with quorum is required to adopt any changes.

8. Head Office

The principal office of Ladies of Lee shall be located in Lee County, Virginia.

9. Annual General Meetings

Timing: The AGM shall be held each June.

Purpose: The AGM shall include the election of Officers, presentation of annual reports, review and approval of the budget report, recognition of member contributions, and discussion of any proposed bylaw amendments or strategic initiatives.

10. Elections

Timing: Elections shall take place during the AGM.

Election Procedure:

• Any member in good standing can run for office.

• Elections shall be conducted by secret ballot.

• Members must be present in person or virtually at the meetings to vote.

• A simple majority vote is required for election to any office.

• In the event of a tie, a runoff vote shall be held immediately.

11. Conflict of Interest Policy

All Officers and Board Members must disclose any actual or perceived conflict of interest regarding any Organization matter. Any Officer or Board Member with a conflict of interest shall recuse themselves from discussions and votes related to the matter. The Executive Board is responsible for maintaining transparency and addressing conflicts to protect the Organization’s integrity.

12. Dissolution Clause
In the event that Ladies of Lee dissolves, any remaining assets shall be distributed to one or more nonprofit organizations with a similar mission, preferably located in Lee County, Virginia. The Executive Board shall determine the recipient organization(s) by a majority vote, ensuring compliance with applicable laws governing nonprofit organizations.

13. Indemnification
To the fullest extent permitted by law, the Organization shall indemnify and hold harmless its Officers, Board Members, and volunteers against any and all liabilities, claims, and expenses incurred as a result of service to the Organization, provided that such individuals acted in good faith and in the best interests of the Organization.

14. Membership in Good Standing
An Active Member shall be considered "in good standing" if they have:

• Paid their annual dues in full, and
  
  

• Participated in at least two Organization activities, meetings, or service projects per year.
  Members not in good standing may lose voting privileges and eligibility to hold office until reinstated by the Executive Board.
  
  

15. Removal of Officers and Members
Any Officer or Member may be removed for cause, including but not limited to neglect of duties, misconduct, or actions contrary to the mission of the Organization. Removal requires a two-thirds (2/3) majority vote of the Executive Board. The individual concerned must be given notice and an opportunity to present their case before a vote is held.

16. Officer Vacancies
Should any elected Officer resign or otherwise be unable to fulfill their duties before the end of their term, the Executive Board shall appoint an interim replacement by majority vote. The appointed Officer shall serve until the next Annual General Meeting, when a formal election shall be held.

17. Committees
The Executive Board may establish standing or ad hoc committees as necessary to support the Organization’s activities and mission. Each committee shall operate under the guidance of a Chairperson, who shall be an Active Member appointed by the President and approved by the Board.

18. Virtual Meetings and Voting
Meetings of the Organization and Executive Board may be held virtually through telephone or video conferencing. Voting may occur electronically if necessary, provided that all members have equal access and appropriate notice is given. Virtual participation shall count toward quorum requirements.