VRA Constitution and Bylaws

Visual Resources Association Constitution

Article I: NAME AND PURPOSE

Section 1. The name of the organization is the Visual Resources Association (VRA), hereinafter referred to as the Association.

Section 2. The Visual Resources Association is a multi-disciplinary organization dedicated to furthering research and education in the field of image management within the educational, cultural heritage, and commercial environments. The Association is committed to providing leadership in the visual resources field, developing and advocating standards, and offering educational tools and opportunities for the benefit of the community at large. The VRA implements these goals through publication programs and educational activities. The Association offers a forum for issues of vital concern to the field, including: preservation of and access to digital and analog images of visual culture; cataloging and classification standards and practices; integration of technology-based instruction and research; intellectual property policy; and other topics of interest to the field. Through collaboration, partnership, and outreach with the broader information management and educational communities, the Association actively supports the primacy of visual information in documenting and understanding humanity's shared cultural experience.

Section 3. The Association is incorporated as a non-profit organization established and operated exclusively for charitable and educational purposes within the meaning of Section 501(c) of the Internal Revenue Code, in order to further the objectives set forth in Article I, Section 2 of the Constitution. No part of the net earnings of the Association shall inure to the benefit of any member or other individual except as reasonable compensations for specific duties performed at the direction of the Association. The Association shall not carry on propaganda or attempt to influence legislation except as activities accessory to the pursuit of the above principal purposes for which it is organized.

Article II: MEMBERSHIP

Membership is open to any person or institution interested in the purposes of the Association upon payment of dues specified by the Bylaws. There shall be no barriers to full participation in the organization on the basis of gender, race, creed, age, sexual orientation, national origin or disability.

Article III: OFFICES

Section 1. The elected officers of the Association shall be the President, the President-Elect, the Vice President for Conference Arrangements, the Vice President for Conference Program, the Secretary, the Treasurer, and the Public Relations and Communications Officer, all of whom must be individual members of the Association.

Article IV: EXECUTIVE BOARD

Section 1. The Executive Board shall consist of the elected officers. Committee chairpersons, as provided for in Article VI of the Bylaws, may be invited to Executive Board meetings as deemed necessary by the Board.

Section 2. The Executive Board shall oversee the activities of the Association, provide for management of the Association’s business, and appoint members of the Association to committees and appointed positions as provided for in the Bylaws. The Executive Board may contract for administrative services from an individual or a management firm. The provider of those services shall report directly to the Executive Board.

Section 3. A vacancy in the elected membership of the Executive Board shall be filled by Executive Board appointment. When there is a President-Elect, that person shall fill the vacancy of President. Members so appointed shall serve until the end of the term of the vacated office.

Section 4. A majority of the elected officers shall constitute a quorum of the Executive Board.

Article V: MEETINGS

Section 1. The Association shall hold an annual membership meeting at such time and place as the Executive Board shall determine. Notice of each meeting of the Association shall be announced to the membership at least thirty (30) days before the date of the meeting. Twenty-five (25) members eligible to vote shall constitute a quorum for the transaction of business.

Section 2. Special Meetings may be held at such times and places as the Executive Board may elect or the Association may direct.

Article VI: PUBLICATIONS

The Association is empowered to bring to effect any report, study, bibliography, research finding, or other publication as shall further the purposes of the Association. In addition, the Association shall publish a scholarly journal (the Bulletin ) that shall be distributed to all members of the Association at suitable intervals as part of the dues they have paid.

Article VII: AFFILIATIONS WITH OTHER ORGANIZATIONS

Section 1. Affiliation or disaffiliation with other organizations shall be authorized by the Executive Board as provided below.

Section 2. Formal affiliation with another organization must be approved by a 2/3 majority of the ballots cast by those members eligible to vote in a process conducted in accordance with Article VIII, Sections 2-4 of the Bylaws.

Section 3. The Association may hold institutional membership in another organization.

Section 4. The President may appoint a member or members of the Association to represent the Association or to serve as liaison to another organization provided the objectives of the organization are consistent with those of the Association and the activities of the organization are not in conflict with the Association.

Section 5. Formal affiliation may confer the rights and privileges deemed appropriate by the Executive Board.

Article VIII: AMENDMENT OF CONSTITUTION AND BYLAWS

Section 1. The Constitution and Bylaws may be amended by vote of 2/3 majority of the ballots cast by those members of the Association eligible to vote on the proposal for change. Such a proposal may be by petition of a minimum of 20 voting members filed with the Executive Board, or by a proposal originated by the Executive Board. The Executive Board shall determine whether such proposed amendments shall be considered by the Association. The balloting of the membership shall be in accordance with Article VIII,

Sections 2-4 of the Bylaws. The proposed amendment shall be effective as of the date approved. Article XI of the Bylaws shall note the ratification date.

Section 2. The Executive Board may make editorial changes as do not change the substance or meaning of the Constitution and Bylaws. They shall take effect upon such action and shall be followed by proper publication to the membership.

Visual Resources Association Bylaws

Article I: MEMBERSHIP

Section 1. There shall be seven classes of membership in the Association: Individual, Institutional,Contributing, Patron, Special Honorary Life membership awarded by the Executive Board, Student and Retired.

Section 2. Individual membership: shall be available to anyone who has completed an application form and paid the currently stipulated Individual dues. An Individual member in good standing shall have all the privileges of membership as established by the Executive Board including the right to vote and to hold office in the Association.

Section 3. Institutional membership: shall be available to any organization, firm, association, or other institution interested in forwarding the purposes and programs of the Association upon completion of an application form and payment of the currently stipulated Institutional dues. Each Institutional member can designate one representative who shall have the same rights and privileges as an Individual member. The Institutional member shall keep the Association advised of the one representative so designated. Institutional members that do not designate a representative shall not be entitled to vote by ballot or at membership meetings.

Section 4. Contributing membership: shall be for persons/institutions eligible for Individual/Institutional membership who make a monetary contribution to the Association beyond Individual/Institutional membership dues as determined by the Executive Board. Notice of Contributing members shall be published at least once annually in the Bulletin and other ways as deemed by the Executive Board.

Contributing members and the designated representatives of Contributing institutions shall have all the privileges of Individual membership.

Section 5. Patron membership: shall be for persons/institutions eligible for Individual/Institutional membership who make a monetary contribution to the Association beyond the Contributing membership dues as determined by the Executive Board. Notice of Patron membership shall be published at least once annually in the Bulletin and other ways as deemed by the Executive Board. Patron members and the designated representatives of Patron institutions shall have all the privileges of Individual membership.

Section 6. Special Honorary Life membership: shall be awarded to an Individual, designated representative of an Institution, Contributing or Patron member by the Executive Board in recognition of eminent distinction in any of the fields of the Association’s purpose. Honorary Life members shall not be required to pay dues; they shall have all the privileges of Individual members.

Section 7. Membership dues shall be set by the Executive Board and shall be paid annually to the Association. The schedule shall be published at least once annually. The membership year is the calendar year (January 1 - December 31). If membership renewals are not paid by

December 31 of each year, the membership shall cease. If a new membership is paid after October 15, the dues shall apply to the following calendar year.

Section 8. Student membership: shall be for students who send a copy of a currently valid student identification card with the membership application. The Student membership rate shall be set by the Executive Board. Student members shall have all the privileges of Individual members.

Section 9. Retired membership: shall be for retirees. The Retired membership rates shall be set by the Executive Board. Retired members shall have all the privileges of Individual members.

Article II: PRIVILEGES

All Individual members, designated representatives of Institutional members, and Contributing, Patron, Retired, Student, and Honorary Life members shall have the right to vote, hold office, and shall receive the Bulletin and the VRA Members Sourcebook. Institutional members that do not designate a representative may neither vote nor hold elected office, but shall receive the Association’s aforementioned publications.

Article III: NOMINATION AND ELECTION OF OFFICERS

Section 1. The Executive Board shall appoint a Nominating Committee and its Chairperson by June 2 of each year. The committee shall consist of at least three and no more than five members. Current Executive Board members are not eligible to serve.

Section 2. In the year during which the election will take place the Nominating Committee shall present a minimum of one candidate for each of the following elected offices: President-Elect, Vice President for Conference Arrangements, Vice President for Conference Program, Secretary, Treasurer, and Public Relations and Communications Officer. Any member of the Association may propose candidates to the Nominating Committee for any office for which it prepares a ballot.

Section 3. The names of the nominees shall be presented to the President by September 2 of each year. Each nomination must be accompanied by the nominee’s statement of acceptance, goals and biographical data, which the Board may publish or announce after September 2 in an official publication and/or venue of the Association.

Section 4. Officers shall be elected by ballot. Ballots accompanied with statements of goals and biographies of the candidates shall be provided to each Association member eligible to vote (see Article I, Section 2, Membership) by November 1 of each year. Ballots will specify the voting deadline and the teller’s name. Members shall be given a maximum of 30 days to submit ballots from the date on which they are provided to the Membership. Two members of the Association, appointed by the Chair of the Nominating Committee, shall serve as tellers to verify the ballots simultaneously and report the election results to the President.

Section 5. For each office, the candidate who receives the greatest number of valid votes cast shall be elected. In the event of a tie, a notary will draw by lot the winner.

Section 6. All candidates shall be informed of the election results in writing by the President. The names of the successful candidates shall be published in an official publication of the Association and announced at the annual membership meeting.

ARTICLE IV: TERMS OF OFFICE

Section 1. The President-Elect shall serve the first year after the election as President-Elect, the second and third years as President.

Section 2: The term of office of Vice President for Conference Arrangements shall be two years, in alternating elections with the Vice President for Conference Program.

Section 3. The term of office of Vice President for Conference Program shall be two years, in alternating elections with the Vice President for Conference Arrangements.

Section 4. The term of office of the Secretary shall be two years.

Section 5. The term of office of the Treasurer shall be two years.

Section 6. The term of office of the Public Relations and Communications Officer shall be two years.

Section 7. The terms of office shall begin immediately following the close of the official annual membership meeting of the Association.

ARTICLE V: DUTIES OF OFFICERS

Section 1. The President shall be the chief executive officer of the Association. The President shall have control over the affairs of the Association, subject to the approval of the Executive Board. Upon completion of the two-year term, the President shall step down from the Executive Board, but serve immediately for one year as Past President in an advisory, honorary role

Section 2. The President-Elect shall perform such duties as the President may assign, and, in the event of the inability of the President to serve, shall act as chief executive officer.

Section 3. The Vice President for Conference Arrangements shall negotiate all on-site contracts for the Association’s annual conference, coordinate all local arrangements and special events, and will work in conjunction with the local arrangements committee and the Vice President for Conference Program to implement the conference.

Section 4. The Vice President for Conference Program shall coordinate the development of the entire program of sessions, seminars, and workshops to be held at the Association’s annual conference, and will work in conjunction with the local arrangements committee and the Vice President for Conference Arrangements to implement the annual conference.

Section 5. The Secretary shall be responsible for keeping the official minutes of the Association's annual membership meeting, the official minutes of the Executive Board meetings, the VRA Officers Policies and Procedures Manual. This officer shall also be responsible for collecting and distributing reports for the Executive Board meetings, for handling registration for the Association's annual conference, and for handling any correspondence required. In addition the Secretary shall act as teller for balloting for proposals of affiliation and/or amendments to the Constitution and Bylaws.

Section 6. The Treasurer shall be responsible for the financial accounts of the Association, including sales, income, and expenditures. In an official publication of the Association, the Treasurer shall present a financial statement for the previous fiscal year. The Treasurer shall cooperate with a partial audit that will be done every two years, and with a full independent audit as stipulated by the Executive Board in order to assure fiscal responsibility.

Section 7. The Public Relations and Communications Officer shall be responsible for overseeing Association publications, facilitating communication within the organization, and developing and maintaining the Association's public relations program.

Section 8. All officers must submit written reports as frequently as required by the Executive Board.

ARTICLE VI: ADVISORY BOARD, COMMITTEES AND REPRESENTATIVES

Section 1. The Executive Board shall have the option of appointing an Advisory Board not to exceed six members. The purpose of this Board is to advise the Executive Board on policy matters at the request of the Executive Board or on their own initiative. The length of terms shall be determined by the Executive Board.

Section 2. The Executive Board shall authorize standing and special advisory committees as needed. The Executive Board has responsibility for the appointment of chairs and members of those committees from the voting membership of the Association.

Section 3. The Executive Board shall appoint committee chairs and member appointments for specified terms, normally for two years, at the direction of the Executive Board. The President of the Association is a nonvoting ex-officio member of all committees of the Association.

Section 4. All committee chair and member appointments shall begin at the close of the annual membership meeting. Each committee shall report annually in writing to the membership on the activities of thecommittee, or more often to the Executive Board as requested by the Executive Board.

Section 5. No committee member or representative/liaison to another organization shall incur expenses on behalf of the Association except as authorized by the Executive Board.

Section 6. The Executive Board shall authorize the dissolution of an advisory board, committee, or

representative when in the opinion of the Executive Board its usefulness has ceased. This decision and reasons for dissolution shall be reported to the membership.

Section 7. With majority approval of the Board, any Officer, Committee Chair, or Member Appointment may be removed from office for defalcation of funds, malfeasance of office, or failure to perform duty.

ARTICLE VII: CHAPTERS

Section 1. The Association shall recognize as chapters such bodies as make written application to the Executive Board and are determined by the Executive Board to be in consonance with the purposes of the Association and to meet the requirement for eligibility as specified below.

Section 2. Members of the Association who reside or work in a geographical area defined in their petition may apply to the Executive Board for charter approval. Upon approval, a newly defined chapter shall submit a statement of rules or bylaws in consonance with the Constitution and Bylaws of the Association within a period specified by the Executive Board.

Section 3. The officers of the chapter shall comprise not fewer than two, a chairperson and a secretary.

Section 4. A written report of chapter activities and a list of chapter officers shall be filed annually with the Executive Board and published in an official publication of the Association.

Section 5. Membership in a chapter is conditional upon membership in the Association.

Section 6. A chapter may request funds for special projects from the Executive Board. All funds received by a chapter shall be used exclusively for purposes incident to the fulfillment of the objectives of the Association.

Section 7. The Executive Board shall authorize the dissolution of a chapter when in the opinion of the Executive Board its usefulness has ceased. This decision and reasons for the dissolution shall be reported to the membership.

ARTICLE VIII: VOTING ON AFFILIATIONS AND AMENDMENTS

Section 1. When the Executive Board determines that a proposed affiliation or proposed amendment to the Constitution and Bylaws shall be submitted to the membership, the voting procedures are as follows.

Section 2. The text of the proposed affiliation or proposed amendment with a brief summation of the issues involved shall be mailed to all members of the Association who are eligible.

Section 3. Ballots will be mailed to all members of the Association who are eligible to vote with a specified postmark deadline and the address of the Association's Secretary, who will serve as teller. At least 30 days must be allowed for balloting.

Section 4. Approval by 2/3 of the valid votes cast shall be necessary to approve affiliation or amend the Constitution and Bylaws. The results shall be reported to the President and published in an official publication of the Association .

Section 5. The Constitution and Bylaws shall be reviewed at least every five years or more frequently at the discretion of the Executive Board.

ARTICLE IX: PARLIAMENTARY PROCEDURE

Roberts Rules of Order Newly Revised, in the latest edition, shall govern the Association in all cases to which it can be applied and in which it is not inconsistent with the Constitution and Bylaws, or special rules of order of the Association.

ARTICLE X: DISSOLUTION OF THE ASSOCIATION

Section 1. In the event of dissolution of the Association, its assets shall be applied and distributed as follows:

All just liabilities and obligations of the Association shall be paid, satisfied, and discharged or adequate provisions shall be made therefore.
All other assets shall be transferred or conveyed, pursuant to a plan of distribution adopted by the Executive Board to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation and declared by the Internal Revenue Service to be exempt from the payment of federal income tax.
If the Executive Board is unable to ascertain any domestic or foreign corporation, society or organization which meets the requirements of the preceding paragraph, then all assets referred to in that paragraph shall be transferred or conveyed, pursuant to a plan of distribution adopted by the Executive Board to one or more domestic or foreign corporations, societies, or organizations otherwise active in the field of visual resources and which have been declared by the Internal Revenue Service to be exempt from payment of federal income tax as organized and operated exclusively for charitable, scientific, literary or educational purposes.

ARTICLE XI: EFFECTIVE DATE

This Constitution and Bylaws shall become effective immediately upon approval by the membership.

Ratified by the membership on April 15, 1983.

Accepted by the Executive Committee on April 16, 1983.

Submitted for revision by the Executive Board on August 1, 1992.

Ratified by the membership and accepted by the Executive Board on June 1, 1993.

Submitted for revision by the Executive Board on August 1, 1995.

Ratified by the membership and accepted by the Executive Board on February 22, 1996.

Submitted for revision by the Executive Board on July 1, 1996

Ratified by the membership and accepted by the Executive Board on February 12, 1997.

Submitted for revision by the Executive Board on May 26, 2000

Ratified by the membership and accepted by the Executive Board on January 31, 2001.

Submitted for revision by the Executive Board on May 16, 2003

Ratified by the membership and accepted by the Executive Board on June 30, 2003.

Submitted for revision by the Executive Board on September 7, 2004.

Ratified by the membership and accepted by the Executive Board on January 12, 2005.

Editorial changes approved by the Executive Board by vote on March 31, 2007.

Executive Board

Virginia (Macie) Hall, President

Allan T. Kohl, President-Elect

Rebecca Anne Moss, Vice President for Conference Arrangements

Vickie O'Riordan, Vice President for Conference Program

Jolene de Verges, Secretary

Ann Woodward, Treasurer

Lise Hawkos, Public Relations and Communications Officer