ESTABLISHED - JULY 2012
The DLA Foundation Bylaws, which dictate how the Foundation is governed, are as follows:
ARTICLE I - NAME AND LOCATION
The name of the corporation shall be DLA Foundation. The place in this state where the principal or registered office of the DLA Foundation, Incorporated (herein after the Foundation or Corporation) is to be located is Alexandria in the County of Fairfax, State of Virginia.
ARTICLE II - PURPOSE
The DLA Foundation is organized and operated exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code. The DLA Foundation is a charitable organization aimed at providing services and programs related to scholarships, recognition, commemoration and transition of former and current DLA employees. The DLA Foundation will accomplish its mission by raising funds to provide these services and programs. .
ARTICLE III - FISCAL YEAR
The fiscal year of the Foundation shall begin on the first day of January and end on the last day of December in each calendar year.
ARTICLE IV - AUTHORITY
The DLA Foundation will timely apply for tax exempt status under Section 501(c)(3) of the federal tax code, and envisions being designated as a "public charity" under Section 170 of the code. If tax exempt status is granted, gifts to the Foundation including bequests, legacies, and other devices will be deductible for federal tax purposes under Code Sections 2055, 2016, and 2522. The Foundation shall not engage in any prohibited activity that will endanger or compromise its federal tax status.
ARTICLE V - MEMBERSHIP
Members of the Foundation include anyone who now or have been employed, as a civilian or military member, at the Defense Logistics Agency. As described in Code of Virginia Title 13.1, Chap 10, Section 837, members shall not have voting or other rights. The Board of Directors reserves the right to name other individuals as "œhonorary" members
ARTICLE VI - GOVERNANCE
Director Selection: The Foundation shall have no fewer than 9 or more than 13 voting directors. For the first year, the Board of Directors will be comprised of individuals nominated by the Founder. The initial Board of Directors will stay in office for a period of one to three years from their seating in order to create the foundation for a revolving (1/3 of the membership annually) nominating process. Initial Board members shall self nominate to be replaced either at the end of the first or second year. If insufficient volunteers come forward, the Chair will decide which Board seats go up for election. After the first year Directors shall be nominated by a committee of the Foundation and elected to directorships by the Board of Directors at each annual meeting or as vacancies materialize, subject to term-of-office restrictions as described herein. Unless otherwise filling interim vacancies, Directors shall be elected to terms of three years and shall be eligible to serve three consecutive terms. Persons filling interim vacancies shall be eligible for election to two additional full terms. Persons completing three terms shall be eligible for renewed directorships following a hiatus of one year. To the extent practical, one third of the terms of the elected directorships should expire at the time of each annual meeting.
ARTICLE VII - QUORUM
A quorum of the Foundation Board of Directors shall be a simple majority of the voting board members.
ARTICLE VIII - OFFICERS
Section 1 Officers: The officers of the nonprofit shall be a Chairman, a Vice Chairman, Secretary and Treasurer. Officers must be members of the Board of Directors and may not be related by blood, marriage, or reside in the same household.
Chairman of the Board shall preside over all meetings of the Board of Directors. The term of office of the chair shall be one year (except as noted above for the first year), subject to reelection if such action is the desire of the Board. The chair shall appoint members of all permanent and ad hoc committees. The chair shall otherwise exercise all powers and duties customary to that office.
Section 2 Vice Chairman: The Vice Chairman shall preside at all Board meetings in the absence of the Chairman and shall otherwise exercise in that capacity the duties of the Chairman. The Vice Chairman shall be elected in the same fashion as the Chairman, and the term of office shall be one year (except as noted above for the first year).
Section 3 Secretary: The Secretary, elected annually (except as noted above for the first year), shall cause to be recorded the minutes of each meeting of the Board of Directors, shall affix a personal signature to such minutes prior to distribution, and shall keep such minutes on file. The Secretary shall maintain the corporate seal and be responsible for the safekeeping and custody of the official records of the Foundation. The Secretary shall execute all documents required of this office, and shall make available to the Directors, on reasonable notice, the books, including financial books, and records of the Foundation.
Section 4 Treasurer: The Treasurer, elected annually (except as noted above for the first year), will be responsible to the Board of Directors for the financial operations of the Foundation. In carrying out these responsibilities, the Treasurer shall serve as a member, and oversee, the Investment Advisory Committee which shall invest the Foundation's funds as directed by the Board of Directors. The Treasurer shall make a report at each Board meeting. The Treasurer will review all program requirements and assess the financial conditions of the Foundation prior to submitting the annual budget. The Treasurer shall be involved in all financial operations of the Foundation. The Treasurer shall make financial information available to Board members and the public as required. The Treasurer will ensure that the nonprofits documentation for IRS is completed timely and as required in accordance with the applicable IRS tax code. The Treasurer will also ensure an annual audit is conducted and results are presented at the annual Board of Directors meeting.
Section 5 Other Officers: The Board of Directors may appoint other officers.
Section 6 Removal from Office: All officers, directors, and agents of the Foundation serve at the discretion of the Board of Directors and shall be subject to removal at any time by affirmative vote of a majority of Directors at a meeting at which a quorum is present and voting.
Section 7 Remuneration: No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, 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 III 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 any candidate 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 the corresponding section of any future federal tax code or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Section 8 Reporting Requirements: The Board of Directors shall be responsible for complying with all reporting requirements of the nonprofit.
Section 9 Signatories: All drafts, bids, proposals, agreements, securities, deeds, leases, mortgages, notes, assignments, bills of sale, certificates, applications, and other corporate legal documents and legal forms shall be made or signed by the chair or the vice chair and at least two other officers or by such other persons as may be required periodically by the Board of Directors.
ARTICLE IX - MEETINGS
ARTICLE X - BOARD COMMITTEES
Section 1 Committees Defined: The Board of Directors shall establish permanent committees which relate to governance and programs of extended duration, or ad hoc committees to address short-duration situations, projects, or activities. Committee descriptions in these bylaws are restricted to permanent committees.
Section 2 Non-board Committee Members: The Foundation Chairman may appoint non-board committee members with the provisions that (a) none may serve as a permanent committee chair, and (b) non-board committee members may not exceed in number voting members of the Board of Directors on any constituted committee. Non-board committee members may be extended voting status in permanent committee or ad hoc committee sessions.
Section 3 Minutes of Committee Meetings: All Board committees shall keep a record of proceedings and shall report these proceedings and outcomes to the directors at the next scheduled Board meeting.
Section 4 Permanent Committees:
Executive Committee: The executive committee shall consist of 4 Board members; the Chairman, Vice Chairman, Secretary, and Treasurer and shall meet to make decisions related to administrative or non-committee governed issues. The chairman of any permanent committee or ad hoc committee may be invited to participate in an executive Board meeting at the discretion of the Chairman.
Governance Committee: The governance committee shall be comprised of at least three directors and have 3 primary functions:
Continuous review of the Foundation's bylaws, making recommended changes to the entire Board as the situation requires as well as reporting on adherence to the approved bylaws.
Serve as a nominating committee for new Board members. A proposed slate of new directors will be presented at each annual Board meeting. Additionally, a list of potential Board members will be maintained to fill any vacancy should the case arise.
Take action to ensure the Foundation creates then maintains a strategic plan which covers the upcoming 5 years. The first strategic plan will be approved before the first anniversary of the DLA Foundation. Then, each year at the annual meeting, the goals and achievements of this plan will be reviewed for the current year and updated for the next five years making the Foundation's strategic plan a 5 year rolling plan. Such plan should be compatible with the submitted annual operating budget.
Finance and Budget Committee: The committee on finance and budget will be comprised of at least three Board members, one of whom shall be the Treasurer. This committee in concert with the Resource and Programs Committee, is responsible for submitting to the Board at the annual meeting an operating budget for the ensuing fiscal year which will support the strategic plan. The committee will also track budget performance and provide quarterly budget reports to the directors.
Fundraising Committee: This committee will consist of no less than three Board members and is the fund raising committee of the Foundation. Recognition categories of all donors will be maintained and published as directed by the Board. The committee will provide oversight for the fund-raising activities of the Foundation and will be authorized to accept or reject gifts offered to the Foundation.
Communications Committee: This committee shall consist of a minimum of three Board members and will be responsible for internal and external communications of the Foundation including publication of the DLA Foundation Newsletter and maintaining a current and user-friendly Foundation web site. Additionally all marketing of the Foundation, including regalia sales and membership, will be under the purview of this committee.
Resources and Programs Committee: The resources and programs committee shall be comprised of a minimum of five members, including the chairpersons of all permanent program committees. The committee will track the performance of permanent program committees as well as any ad hoc committees and will coordinate with the finance and budget committee to present to the Board of Directors at the annual meeting a comprehensive action plan for the ensuing year along with budgetary requirements to meet the goals of the strategic plan. Within this committee, program committees will exist to develop and execute the following programs (program committees may change from time-to-time as deemed appropriate by the Board of directors):
Transition of former and current DLA employees
Chapters: Chapters shall be chartered and approved by the Board of Directors of the Foundation. As such, the DLA Foundation shall not be held liable for the programmatic activities or financial operations of the chapters other than to account for expenditures of funds provided to the Foundation by the chapters in support of the Foundation's charitable endeavors.
ARTICLE XI - DISSOLUTION
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax 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 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.
ARTICLE XII - AMENDMENTS TO THESE BYLAWS
These bylaws may be amended by majority vote of an established quorum at any scheduled meeting of the Board of Directors or any meeting called specifically for such purpose, providing that the text of each amendment accompanies the notice of the meeting
ARTICLE XIII - CORPORATE SEAL
The seal of the Foundation, held in custody by the secretary, shall be in such form as the Board of Directors may from time to time determine. In the event that appropriate use of the seal is either inconvenient or impossible, the signature of the Foundation chair, followed by the word "œSeal," shall be deemed equivalent to the official seal of the Foundation.
ARTICLE XIV - RATIFICATION
In affixing my signature below, I hereby certify that as part of the acceptance process these by laws of the DLA Foundation were adopted unanimously by the Foundation Board of Directors.
A TRUE RECORD. ATTEST: