Name: The name of this organization is the Northern Virginia Brain Injury Association, referred to herein as the Association.
Jurisdiction: The Association shall have the exclusive jurisdiction under its agreement with the Brain Injury Association of Virginia (BIA-V) for the counties of Arlington, Fairfax, Fauquier, Loudon, and Prince William; and the cities of Alexandria, Fairfax, and Falls Church of the Commonwealth of Virginia.
The mission of the Association is to improve the quality of life of persons with brain injury and their families and to develop and support programs to prevent brain injury. In that connotation, the goals of the Association include, but are not limited to, the following:
(A) To promote the creation of local chapters and support groups, and further their activities consistent with the goals and mission of the Association.
(B) To promote the welfare, rights, and dignity of individuals experiencing disability caused by acquired brain damage secondary to trauma or non-degenerative diseases. This activity will include, but not necessarily be limited to, the following:
(1) To assist in the search for financial support for brain injured individuals and their families through public (federal, state, and local government) and private funds to provide for their care and support;
(2) To promote the development of transitional and independent living programs to assist the rehabilitated brain injured person in resuming full participation in community life;
(3) To support vocational training programs and job placement services for rehabilitated brain injury survivors.
(C) To increase awareness of the incidence and the consequence of brain injury among the public, family members, professionals, and persons with brain injury.
(D) To serve as an information and resource center for persons with brain injury, their families and friends, and providers and professionals in the field of brain injury treatment and rehabilitation.
(E) To provide a network of support for persons with brain injury, their family and friends.
(F) To foster and assist in the establishment of rehabilitation programs and services for persons with brain injury, from coma to community re-entry.
(G) To support the development of standards of quality care and ethical practices in the field of brain injury;
(H) To advocate for public policy which recognizes and addresses the problems of persons with brain injury, their families and care providers;
(I) To support and promote research on all aspects of traumatic brain injury, as well as research on innovation, prevention, treatment, rehabilitation and lifelong care;
(J) To create and support activities and legislation aimed at the prevention of brain injuries and fatalities, with particular attention to highway safety programs;
(K) To promote and foster the empowerment of persons with brain injury through active participation in the Association and the community.
The Association must fulfill the following obligations towards BIA-V:
(A) Maintain an annual membership of at least fifteen (15) individual members and provide a membership list with addresses of all members to BIA-V annually.
(B) Submit to BIA-V annually an Association fee in accordance with written agreement.
(C) Support fully BIA-V’s goals, as incorporated into Association mission and goals.
(D) Submit to BIA-V an annual report of programs, and an annual financial statement consisting of a balance sheet and income statement prepared in accordance with accepted accounting practices.
(E) Participate in one statewide fundraising event annually for the benefit of and sanctioned by BIA-V.
(F) Publish a newsletter at least quarterly with a copy sent to each Association member and the BIA-V office.
(G) Require that the Board of Directors consist of no more than 45% of professionals in the brain injury rehabilitation field with the remaining directors consisting of brain injury survivors, their family members, and professionals from other field.
(H) Exhibit the BIA-V logo, or a variation thereof approved by BIA-V and refer to its Association status with the term "a Chapter of the Brain Injury Association of Virginia " on all letterhead, brochures, memoranda, letters, and official publications.
(A) Composition. The Board of Directors shall consist of at least ten (10) and no more than twenty (20) members of the Association: five (5) elected officers including no less than one survivor, the immediate past-president, and fourteen at large members that function as Committee chairpersons or program leader(s).
(B) Qualifications and Selection Process. Qualifications for election as a director shall be in accordance with The Criteria for Selection of Board Members, attached hereto as Appendix.
(C) Tenure. Each Director shall serve for a full term of two (2) years. Maximum length of consecutive Board membership shall be two full terms unless elected as an officer in which case Board membership is extended to the end of the elected term. Notwithstanding the provisions of this paragraph, no individual may serve more than four (4) consecutive full terms. After serving two full terms two full terms the maximum full terms followed by a minimum two year absence from the Board, a member is once again eligible for Board membership. To the extent possible, terms of directors shall be staggered.
(D) Election. New members of the Board shall be elected by a majority vote of the seated Board of Directors at the Board meeting following their nomination. Officers of the Association shall be elected by a majority vote of the voting members in attendance at the Annual membership Meeting.
(E) Vacancies. Any vacancy on the Board of Directors occurring for whatever reason shall remain vacant until a new Director can be elected in accordance with these Bylaws.
(F) Resignation. A notice of resignation by a Director shall be given in writing to the President or Secretary, such resignation to take effect on the date specified or, if no date be specified, upon receipt of notice.
(G) Removal. Each Director shall attend all Board meetings. Absence from more than one fourth (1/4) of the meetings annually shall be
cause for removal from the Board unless an exception is granted by a 2/3
majority vote of the Board at its first meeting following notification of the
Board by the Secretary that excessive absences have occurred.
Any Director may be removed from the Board, with or without
cause, by a majority vote of the Board present at a Board meeting for which the
notice of such meeting included notice of intent to remove said Director.
(H) Compensation. A Director shall receive no compensation for service on the Board, but may be compensated for actual expenses while conducting business upon approval by the Board for specified expenses that were incurred. Board approval prior to incurring expenses is required.
(I) Powers and Duties:
(1) General. The Board of Directors shall be the governing body of the Northern Virginia Chapter. The Board will carry out the mandates and policies of the Association and BIA-V subject to:
(a) Provisions of these Bylaws,
(b) All resolutions and motions adopted by voting members at an authorized meeting of the Northern Virginia Chapter, and
(c) Terms and conditions of the Association agreement currently in force with BIA-V.
The Board shall have full and complete power and authority to perform all acts and to transact all business for and in behalf of the Northern Virginia Chapter.
(2) Specific. The specific mandate of the Board shall include authorization to:
(a) Employ an Office Manager and authorize other positions, and establish compensation arrangements for employees,
(b) Hold meetings and appoint committees,
(c) Bond Association personnel who handle funds, and
(d) Make a full reporting of its activities and proposed activities to Association members at the annual membership meeting.
(3) Liability Limitation. To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a director of this Association shall not be liable to the Association or its members for monetary damages for breach of fiduciary duty as a director.
(J) Action Without Meeting: Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting and by electronic means (e-mail or telephone) or by mail ballot provided proper notice of the action has been given upon written consent, setting forth the action to be taken, signed by a upon written consent, setting forth the action to be taken, signed by a majority of the members entitled to vote thereon majority of the members entitled to vote thereon.
(A) Officers. The Officers of the Association shall be a minimum of a President, Vice-President, Immediate Past President, Secretary, Treasurer, and Survivor Representative.
(B) Election and Succession of Officers. The Officers for President, Vice-President, Secretary, Treasurer, and Survivor Representative shall be elected in accordance with these bylaws. At the same time the outgoing President shall succeed to the Office of Immediate Past President.
(C) Tenure. All officers shall be elected for a term of two (2) years. Tenure of office shall be limited to two consecutive terms. in the same position. In accordance with Article IV (C) an individual who has served two (2) terms in an office may be elected to a different office. Anyone nominated for an office whose eligibility for Anyone nominated for an office whose eligibility for Board membership is due to expire before he could fulfill the term of the office for which he is being nominated Board membership is due to expire before he could fulfill the term of the office for which he is being nominated shall so advise the Board before accepting such nomination shall so advise the Board before accepting such nomination.
(D) Vacancies. Any vacancy (of an officer) may be filled by appointment by the Board of Directors, such appointment to expire at the end of the original term of office
(E) Qualification. All officers must be members in good standing of the Association and BIA-V. All persons authorized by the Board to handle funds must be bonded at the Northern Virginia Chapter's expense.
(F) Duties:
(1) President. The President shall preside at all meetings of the Association and of the Board of Directors and shall be a member ex-officio with a right to vote on all committees except the Nominating Committee.
(2) Vice-President. The Vice-President shall preside at Association and Board meetings in the absence of the President, serve as a member of the Executive Committee, and perform other duties as agreed to with the President which shall include but not be limited to overseeing Association activities executed through project committees as may be established with specific objectives and schedules.
(3) Immediate Past President. The immediate Past President shall preside at Association and Board meetings in the absence of the President and Vice-President and perform other duties as agreed to with the President which shall include but not be limited to overseeing the Association activities involving services, functions, Association development, and support.
(4) Secretary. The Secretary shall keep, or cause to be kept, the list of names and addressee of all members of the Northern Virginia Chapter. The Secretary will issue notices of meetings of the Association and of the Board of Directors. The Secretary will perform the duties as agreed to with the President and the Board of Directors. At the expiration of each term of office, the Secretary shall transfer all documents and papers to the successor Secretary. The Secretary shall take or cause to be taken minutes and keep a correct and permanent record of the meetings of the Association and the Board of Directors and present same as directed at any meeting; and maintain copies of Association correspondence.
(5) Treasurer. The Treasurer shall be the custodian of all funds of the Association and shall be accountable for all receipts and disbursements, and-shall make, or cause to be made, financial reports to the Association and BIA-V at such times as are designated. All checks, drafts, and other orders for the payment of money by the Association and all receipts for payment of money by the Association from any source will be issued by the Treasurer or other authorized signatory in such a manner as may be determined by the Board of Directors. The Treasurer shall submit records for audit annually. At the expiration of each term of office, the Treasurer shall transfer all money, papers, record books, or other property belonging to the Association to the successor Treasurer.
(6) Survivor Representative. The Survivor Representative shall perform such duties as requested by the Board of Directors which shall include but not be limited to representing the interests of persons who have sustained a brain injury in all Association activities involving services, functions, development, advocacy, and support; as well as administrative matters.
(A) Office Manager; The Office Manager will not be an officer of this Northern Virginia Chapter, but will have general and specific duties determined by the Board of Directors. The Office Manager will serve ex-officio as a member of the Board of Directors, but shall not vote on any matters pertaining to the job criteria and compensation of the Office Manager.
The Office Manager will be responsible for assisting the President in establishing and effecting their goals; recruiting, employing, and evaluating office personnel; assisting in development and maintenance of the appropriate public image, and assisting in formulation, implementation and evaluation of the policy and programs of the Northern Virginia Chapter.
(B) Parliamentarian. The President, or other presiding officer, may, at his discretion, appoint from among the members present, a Parliamentarian to assure compliance of the conduct of the meeting with Robert's Rules of Order and compliance of the business of' the meeting with Association and BIA-V Bylaws. Acceptance of this appointed office shall in no way alter the voting status of the member appointed.
(C) Advisory Board. The Board of Directors may appoint an Advisory Board to consult with the Officers and the Board in order to foster the purpose of the Association.
Meetings of the general membership of the Association shall be held pursuant to the following conditions:
(A) Time. The Association will hold a minimum of one Annual Membership Meeting of all members entitled to vote at a place designated by the Board of Directors. Other meetings may be called as authorized by these Bylaws.
(B) Notice. Notice of all meetings shall be mailed to the voting members at their last recorded address at least ten (10) days prior and not more than fifteen (15) days prior to the meeting. Timely notice of meetings included in the Association Newsletter is acceptable.
(C) Special Meetings. Special meetings of the members entitled to vote may be called by the President or shall be called by any elected officer at the request in writing by a majority of the Board of Directors or by request of sufficient members of the Association to constitute a quorum at such special meeting.
(D) Quorum. The presence of ten percent (10%) of members or twenty (20) members, whichever is less, shall constitute a quorum for transaction of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any members.
(E) Adjourned meetings. The members present may adjourn the meeting despite the presence or absence of a quorum by a vote of the majority of the members present, without notice, other than the announcement at the meeting at which adjournment is taken, of the time and place to which the meeting is adjourned, and without further notice to any absent member. At any meeting reconvened after such adjournment at which a quorum is present, any business may be transacted at the meeting as originally called.
(F) Voting. At every meeting of the members, each member shall be entitled to one vote on each matter submitted to a vote of the members. Any other corporate action to be taken by vote of the members shall be authorized by a majority of the votes cast at a meeting of the members by the members entitled to vote except as otherwise provided by law or by these Bylaws,
(G) Admission to Membership. All members of the Association shall also be members of BIA-V and the national Brain Injury Association. Any person, firm, or corporation (other than one previously expelled pursuant to this Article) desiring to apply for membership, except courtesy membership, shall pay to the Association the full amount of annual dues then in effect with respect to the class of membership desired and appropriate. The President shall direct the Treasurer, or Treasurer’s designated agent, to accept such dues on behalf of the Association unless the President determines that the membership of the applicant would or might be detrimental to the best interests of the Northern Virginia Chapter. Whenever the President shall make the Board of Directors of the Association at its next meeting and the Board shall direct that such dues be accepted or than such application be rejected and the dues returned to the applicant. Membership in the Association pursuant to any application made in accordance with this Section shall commence upon acceptance of the dues of the applicant, which acceptance shall not be effected until a receipt for such dues has been delivered or mailed, by or on behalf of the President, to the applicant. Such membership shall continue for a period of one year from the date of acceptance of such dues, subject to the provisions of these Bylaws.
(H) Dues. The annual dues payable by members of each class of membership, except courtesy members who shall pay no dues, shall be fixed from time to time by the Board of Directors. The dues of each member for the ensuing years shall become due and payable Annually on the anniversary of the first day of the month in which the member became a member of the Northern Virginia Chapter. All mailings will indicate clearly when membership expires.
(I) Courtesy members . Whenever in the judgment of the President it shall seem wise to do so, any person, or class of persons may, by action of the President, be admitted to Courtesy Membership in the Northern Virginia Chapter. Unless expelled for some reason other than nonpayment of dues, this membership shall continue until terminated by the President.
(J) Suspension and Expulsion. Any member who shall violate any provision of these Bylaws or do any act injurious to the Association or refuses or neglects to comply with any rule, regulation, resolution, order, upon direction of the Board of Directors, or of a duly authorized committee thereof, may be suspended or expelled from the Association by a two thirds (2/3) vote of the members of the Board of Directors present at the meeting at which such matter is considered provided that the member shall have been furnished a full statement of the charges against such member when notified of the meeting as prescribed these Bylaws and further that the member shall have been given an adequate opportunity for a hearing thereat, prior to the vote thereon. Suspension lasts for a period of time specified by the Board in which the member is to take whatever steps the Board prescribes to redress the grievance plus a reasonable amount of time for the Board, after petition from the suspendee, to verify the redress, recommend as to the lifting of the suspension, and act on that recommendation at the next scheduled Board meeting. If a member fails to redress a grievance within the prescribed time, that member may petition the Board for an extension. Without approval of such petition, the suspension becomes an expulsion. If the Board does not accept a proffered redress as satisfactory, consideration of an extension is automatically incumbent upon the Board.
(K) Meeting of the Board of Directors.
(1) Time. The Board of Directors shall hold regular meetings. The Board or its Executive Committee shall meet at least six times a year.
(2) Notice. Notice of a Board meeting shall be sent to each Director at least ten days prior to meeting time.
(3) Quorum. One third (1/3) of the Board of Directors shall constitute a quorum for the transaction of business. One member of the Executive Committee must be present. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any members.
(4) Meeting Agenda. The agenda for Board meetings may be provided in the notice.
(5) Special Meetings. The President may, at his discretion, call a special meeting of the Board. At the request of five members of the Board, the President shall call a special meeting of the Board. Five days’ prior notice will be required for a special meeting. Upon agreement of two thirds (2/3) of the Board, five days’ notice may be waived.
(6) Telephone. Any action requiring a vote of the Board of Directors may be taken by telephone and followed with written confirmation.
Article VIII - Committees
(A) Executive Committee. The Board of Directors shall elect annually from its voting members at least two (2) persons, with a maximum determined by the Board, who together with the President, Vice-President, Secretary, Survivor Representative, and Treasurer shall constitute an Executive Committee.
This committee will provide liaison between the Association and BIA-V. It will act on behalf of the Board when the Board is not in session. Two thirds (2/3) of the Executive Committee shall constitute a quorum for the transaction of business. When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any members. Records of all Executive Committee decisions shall be provided to all members of the Board.
(B) Nominating Committee. At least (90) days prior to the annual meeting, the Board of Directors shall elect a Nominating Committee. This committee will present at least 30 days prior to the annual meeting, the names of qualified individuals whom it recommends for election to positions as officers of the Association. The Nominating Committee will nominate at least one person for each position to be filled. Also, any member may nominate from the floor. Any individual nominated from the floor must be a current member and must indicate a willingness to serve in the position for which nominated if elected. Such willingness can be indicated in person if present at the election or in the form of a written communication delivered to the President of the Board prior to the closing of nominations.
(C) Other Committees.
(1) Standing Committees,. The Board of Directors may elect from its members standing committees. Each committee so constituted may then recruit additional ad hoc members from within or without the Association membership for their expertise pursuant to a particular committee goal. Such committees may include but are not limited to: Membership, Program, Public Relations, Planning/Budget/Finance, and Legal Committees.
(2) Ad Hoc Committees. From time to time, the Board of Directors may appoint a committee chair to recruit interested Board members, and other members from within or without the Association for their expertise, to form an ad hoc committee pursuant to a specific Board goal, such committee to dissolve upon completion of satisfactory report to the Board of accomplishment of the task for which it was formed.
(A) Financial. The Association shall keep current and complete records of all financial transactions.
(B) Membership. The Association shall maintain a current list of all members, which designates the category of membership.
(C) Minutes. The Association shall keep minutes of the meetings of its members, Board of Directors, and Executive Committee.
(D) Uniform Procedures. The Association will establish reasonable and accurate bookkeeping and administrative procedures. It shall maintain copies of its Bylaws, Association Agreements and all other legal documents.
(E) Rights of Inspection and Privileges. All books and records of the Association may be inspected by any member for any proper purpose at any reasonable time. Books and records of the Association will be made available to non-members in the interest of the Association when approved by the Board of Directors except that the mailing list of the membership shall not be released to any organization than BIA-V.
The fiscal year of the Association shall run from January 1 to December 31.
Roberts Rules of Order (Revised) will apply to Association actions unless otherwise provided by these Bylaws.
These Bylaws may be amended by a two thirds (2/3) vote of the Board of Directors providing that the proposed amendment has been submitted in writing at least thirty (30) days prior to the meeting at which it is to be acted upon.
A Board member is selected to serve because of his/her commitment, experience background and talents. Each will bring perspectives and opinions that will help shape the future of the Northern Virginia Brain Injury Association and influence the manner in which it addresses the issues associated with traumatic brain injury.
While each person will bring different viewpoints to the Board, the organization's agenda will take priority over any individuals personal agenda or those of other groups. Chapter representatives, as well as anyone representing a council, should understand that they are speaking for the group they represent and not for themselves. When a Board member presents himself/herself as a representative of the Northern Virginia Brain Injury Association, their opinions should be those of the organization and not his/her personal opinions.
Applicants to the Association’s Board of Directors should meet the following criteria:
1. Demonstrated leadership ability
2. Strong decision-making skills
3 Experience as a participant in a group (support group, therapy group, business group, professional organizations, council, Board of Directors)
4. Knowledge of traumatic brain injury (professional or personal)
5. Volunteer or advocacy experience
6. Of standing in the community
7. Availability for full Board participation
8. Willingness to commit the time and energy required
9. Current membership in the Association
10. Preference will be given to:
a) Survivors of traumatic brain injuries or their family members with advocacy and/or legislative experience, a background in human services, or past involvement with civic or community organizations.
b) Individuals with professional experience with brain injury, rehabilitation, management, business, finance and the law, as well as those involved in legislative affairs or who have an exceptional standing in the community.
NOTE: While it is hoped that each chapter will select Board representatives who fully meet this criteria, the selection decision of a chapter's representative is the responsibility of each chapter.
Specific Responsibilities
1. Address policy issues that present themselves including programmatic, ethical and philosophical questions.
2. Assume a leadership role in the promotion of the Association as the leading consumer organization in VA serving survivors of traumatic brain injuries and their families.
3. Attend Board of Directors meetings as well as special meetings that may be called.
4. Stay informed about local, state and federal issues dealing with disabilities and brain injuries and serve as source for information of interest to the Association and its constituency.
5. Maintain working knowledge of the Association’s programs.
6. Maintain a proactive role in legislative concerns that may include writing to legislators, speaking before appropriate forums and providing supporting testimony as required. It is understood and accepted that some Board members may be unable to take a public advocacy role due to the restrictions of their employment.
7. Provide guidance and supervision to the Association’s Office Manager.
8. As required, address personnel issues that can not be resolved by the Office Manager.
9. Maintain confidentiality regarding information that comes before the Board.
10. Inform the Board of any possible conflict of interest.
11. Protect proprietary information that may be gained as a member of the Association’s Board: this would include, but not limited to, inappropriate use of information for personal and/or professional gain and solicitation of funding sources identified/targeted by the Association.
12. Refrain from statements or actions that might be detrimental to the Association.
13. Support the efforts of the Association in completing assigned tasks.
14. Work to ensure the financial viability of the Association; this may be through personal donations, solicitation of contributions, identification of potential funding sources, participation in fund raising activities/special events or assisting in the development of federal and state grant projects and proposals.
15. Promote the accomplishments and goals of the Association through any and all appropriate means.
16. Accept Board assigned responsibilities include committee assignments and special projects.
17. Provide letters of support for the Association’s initiates.
18. Foster Board unity, effectiveness and morale.
19. Identify and recruit prospective Board members.
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