FOUNDATION FOR VIRGINIA'S NATURAL RESOURCES
BOARD OF TRUSTEES
BYLAWS
(adopted July 11, 2007)

Article I - Purpose

The purpose of these bylaws is to provide the Board of Trustees (the Board) governance guidelines in the administration of the Foundation for Virginia's Natural Resources as authorized by the Virginia General Assembly, 2005 (Title 10.1, § 10.1-2135 through 10.1-2139, Code of Virginia).

Article II - Authorizations

Section 1. The Board shall exercise all of the powers and duties of the Foundation as set forth in (Title 10.1, § 10.1-2138, Code of Virginia).

Section 2. All funds, financial accounting, and auditing of the Foundation shall be kept and maintained within the supporting agency subject to state law, regulations and policy. The Board, in cooperation with the supporting agency, shall determine procedures and institute processes for the receipt and disbursement of such funds. The fiscal year of the Foundation will coincide with the agencies of the Commonwealth of Virginia. All correspondence, documents and other such items shall be appropriately archived with the supporting agency.

Section 3. The Board may establish a wholly-owned subsidiary non-profit entity that may apply for recognition as under Section 501(c)(3) of the Internal Revenue Code.

Section 4. Board members are not compensated. Reimbursements for actual expenses incurred in the discharge of their duties are allowed (Sec. 10.1-2136 (E)). The Chair may authorize member expenses for special and specific assignments.

Section 5. Members of the Board shall adhere to the principles outlined in the State and Local Government Conflict of Interest Act (§ 2.2-3100-3131 of the Code of Virginia) and the Virginia Freedom of Information Act (§ 2.2-3700-3714 of the Code of Virginia).

Article III - Mission and Vision Statements

• Mission Statement: …A Natural Resources Philanthropy for Virginia

• Vision Statement: We envision enhanced natural resources conservation for the Commonwealth through complementary efforts by diverse sectors and collaboration through a strategic, watershed-based approach.

Article IV - Board of Trustees, Members

Section 1. The Foundation is governed and administered by a Board of Trustees, hereinafter referred to as the Board.

Section 2. The Board consists of 13 individuals appointed by the Governor, each representing one of the 13 major river basins in the Commonwealth of Virginia. The Secretary of Natural Resources and the Secretary of Agriculture and Forestry are ex-officio members with voting privileges and serve a term coincident with their term of office.

Section 3. Board member terms are for four years. No Board member shall serve more than two consecutive four-year terms.

Section 4. Board members agree to abide by a Code of Ethics adopted by the Board.

Section 5. A member of the Board (other than ex officio ) who fails to attend at least 50 percent of the Board meetings during the fiscal year, and whose absences are not the result of personal illness or other reasons acceptable to the Board, will result in the Chair recommending to the Governor that the member be replaced. Such recommendation to the Governor shall have the support of the Board by a majority vote.

Article V - Officers

Section 1. Chair: The Governor shall appoint a Chair of the Board of Trustees. The Chair shall preside at all meetings of the Board at which he is present. The Chair may appoint committees, call special meetings as needed, and shall, in general, be the spokesman for the Board of the Foundation, and perform such other duties as the Board may direct.

Section 2. Vice Chair: The Board shall elect a Vice Chair annually from among the members of the Board. In the absence of the Chair, the Vice Chair shall preside at Board meetings and carry out such duties and activities necessary to the Board and the Foundation. The elected Vice Chair will not be expected to serve more than two consecutive one-year terms.

Section 3. Treasurer: The Board shall elect a Treasurer annually from among the members of the Board. The Treasurer shall work closely with Foundation staff and supporting agency to collect, receive, and disperse all monies due or belonging to the Foundation. His books shall at all times be open to inspection by the Board, and he shall report to them at every meeting the condition of the Foundation's finances and every item of receipt or payment not before reported; and at the annual membership meeting, he shall render the account of all monies received and expended during the previous fiscal year. There shall be an annual audit of books as directed by the Board.

Section 4. Staff: The Board may hire personnel necessary to carry out the business of the Foundation and shall have such duties as are prescribed by the Board.

Section 5. Secretary: By agreement with the supporting agency, the Board secretary may be appointed by the Director of the supporting agency. The secretary shall provide the Board with administrative support, give meeting notices, record and post minutes of all meetings of the Board and committees, be first point of contact for board members, and be the keeper of all official documents, correspondence, etc., of Board activities.

Article VI - Committees

Section 1. Committees of the Board will be considered as Standing and Ad Hoc. All committees and committee chairs shall be appointed by the Board Chair.

Section 2. Standing Committees

• The Executive Committee shall consist of the Board Chair, Vice Chair, Treasurer and two other Board members. This Committee shall see to the routine day-to-day operations of the Foundation and Board business. The authority of the committee shall be limited to such activities approved by the Board in advance and allowed under state regulations and policy. The Executive Committee shall report at each regular meeting of the Board all actions that the Executive Committee has taken on behalf of the Board.

• The Audit Committee shall consist of as many as three Board members who do not serve on the Executive Committee plus the Treasurer. By agreement with the supporting agency, the chief fiscal officer of the agency may be appointed, by the Director of the supporting agency, in a non-voting capacity to provide assistance and advice. This committee shall meet/communicate with the agency fiscal officer at least annually to receive a financial status report of the Foundation and other relevant information.

• The Grants Committee shall consist of a maximum of five Board members representing the various interest groups of the Board. The committee may include, as non-voting ex-officio members, members of the Foundation advisory task force (Sec, 10.1-2136, Code of Virginia). The purpose of the task force members would be to provide input and assist with the administrative process. The Grants Committee will be responsible for, but not limited to, the screening of grant proposals, scoring of grant requests, making recommendations to the full Board for awards, the annual review of the grant criteria/process, and oversight of expectations, restrictions and other matters pertaining to donors. The Committee Chair shall be given an opportunity to report relevant information to the Board at each meeting.

Section 3. Ad Hoc Committees

These committees will be appointed by the Board Chair to address special and specific needs as they should arise.

Article VII - Meetings

Section 1. Location: Meetings will be held at the Virginia Department of Forestry Central Office in Charlottesville unless scheduled for another location.

Section 2. Frequency: The Board shall meet at least four times a year, at the call of the Chair, or whenever a majority of Board members so request.

The July meeting will be considered as the annual meeting of the Board specifically to encourage public attendance and participation; to elect the offices of Vice Chair and Treasurer; and to review/revise grant criteria and process, and other such periodically important processes.

Section 3. Quorum and Voting: The majority of the serving members of the Board must be physically present at each meeting to constitute a quorum for the transaction of business (unless an electronic meeting is set up under § 2.2 -3708). Members must be present to vote (except for an electronic meeting where votes shall be recorded by name in roll-call fashion and included in the minutes pursuant to § 2.2 -3708). Written ballots are prohibited (§ 2.2 -3710).

Section 4. Notice: Notice of all regular Board meetings (and draft agenda) will be published in the Virginia Register and on the Virginia Regulatory Town Hall web site. Notice of special meetings, as allowed, will be provided to those who have requested notice of meetings under the Virginia Freedom of Information Act at the same time and in the same manner as the Board is notified.

Section 5. Procedure: Roberts Rules of Order will be used to determine questions of procedure. The Chair, through the Secretary, shall provide an agenda and meeting materials to Board members at least 10 business days prior to regularly scheduled meetings. Within 10 business days, draft minutes of all meetings shall be electronically posted on the supporting agency and the Foundation web sites.

Section 6. Committees: Committee operations shall be subject to the processes outlined in Sections 3, 4, and 5 of this article.

Article VIII - Amendments

These Bylaws may be amended by a majority vote of the qualified voting members present at any regular Board meeting. Board members will be notified of the nature and effect of any proposed amendment and receive notice two weeks, or not less than 10 working business days, in advance of the meeting. Any voting Board member may propose an amendment.

Last modified: Friday, 07-Mar-2008 14:13:13 EST