Our Bylaws

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(Revised and approved by a vote of the membership on September 29, 2105)


ARTICLE I.
MISSION

Section 1. Future of Hampton Roads, Inc. is an advocate for profound initiatives that
transform the Hampton Roads region.

Section 2. Future of Hampton Roads defines the “region” to include, but not be limited
to, the cities and counties of the Virginia Beach-Norfolk-Newport News Metropolitan
Statistical Area and municipalities of Virginia’s Eastern Shore and Northeastern North
Carolina.

Section 3. The corporation shall be operated exclusively for charitable, scientific,
educational and economic purposes. The corporation may carry out its mission by
engaging in non-partisan analysis, study, or research and by making the results and
recommendations thereof available to the public. However, no substantial part of the
activities of the corporation shall be the carrying on of propaganda. The corporation shall
not participate in or intervene in any political campaign (including the publishing or
distribution of statements) on behalf of any candidate for public office.

Section 4. If the corporation should be dissolved, its assets shall be applied exclusively to
such organization or organizations organized and operated exclusively for charitable,
scientific or educational purposes as shall, at the time, qualify as an exempt organization
or organizations under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue law) as the Board
of Directors may determine.

ARTICLE II.

MEMBERS

Section 1. Future of Hampton Roads is a membership organization. Members of Future
of Hampton Roads are expected to be involved in the activities of the organization,
including regular attendance of Member meetings, active participation in committees, and
providing discussion and thought leadership regarding the direction of the organization.
Membership renews annually so long as payment of annual financial contribution is made
and there is regular Member meeting attendance.

Emeritus and Honorary board numbers are appointed by the Chair with unconstrained
numbers in this status, whose names will not be reported to the State Corporation
Commission as board members, but whose advice influence and involvement in Future of
Hampton Roads, Inc.’s activities will be solicited on matters in which they have
expertise, interest and a leadership position. Emeritus and Honorary board numbers’
membership renews annually and is not subject to payment of annual financial
contribution and meeting attendance.

Section 2. Member meetings will be held quarterly, in January, April, July and October.

Section 3. The unexcused absence of a member from three consecutive regularly
scheduled member meetings shall be construed as a resignation.

Section 4. The annual organizational meeting of the membership shall be held in January
of each year at a designated location within Hampton Roads. Special meetings of the
membership may be called and held at any time and place by the Chair or Vice Chair.

Section 5. Notice of member meetings shall be communicated to members by the Chair
or Secretary not less than five (5) days before such meeting. Any notice required to be
given by these bylaws may be given by postal, phone or email to the person entitled
thereto at his or her address as shown on the organization’s books.

Section 6. A quorum of any meeting shall consist of one third of the entire membership.
A majority of such quorum shall decide any question that may come before the meeting.

Section 7. Officers of the corporation shall be elected at the 4th quarter Member meeting,
taking office on the following January 1. Offices that become vacant during the year will
be replaced by succession of the Board of Directors or, as necessary, filled for the
unexpired term by vote of the membership. If this is not possible, replacement officers
may be elected by the Members at any time of the year.

Section 8. All members are expected to provide the identified annual financial
contribution during the first quarter of the calendar year. (Emeritus and Honorary are
exempt from this requirement.) If a board member does not make the required financial
contribution to Future of Hampton Roads by the end of the first quarter of the calendar
year, a 90-day grace period for the paying of such contribution will be allowed. Should a
board member fail to make the required financial contribution by the end of the 90-day
grace period, it will be necessary for he or she to reapply for membership in Future of
Hampton Roads.

Section 9. Members are expected to be active participants in at least one of the
organization’s three standing committees.

Section 10. If a board member submits a formal resignation letter or allows membership
to lapse through lack of attendance, he or she will need to reapply for membership in
Future of Hampton Roads.

ARTICLE III.

OFFICERS

Section 1. The officers of the corporation shall consist of a Chair, Vice Chair, Treasurer
and Secretary who shall be elected annually by the Members for a term of one year and,
unless sooner removed, shall serve until their successors are elected and qualify. Such
other agents as may be deemed necessary may be elected in the same manner by the
Members and shall serve for a term prescribed. Any officer or agent may be removed
with or without cause at any time whenever the members, in their absolute discretion,
shall consider that the best interest of the corporation would be served thereby. The
Chair, Vice Chair, Treasurer and Secretary shall all be members of the Board of
Directors.

Section 2. Board of Directors shall consist of the Chair, Vice Chair, Immediate Past
Chair, Treasurer, Secretary, committee chairs and up to three other Members in good
standing whose engagement adds value to the overall operation of the organization.
Should the organization employ an executive director or other administrative officer, he
or she shall be a non-voting member of the Board of Directors.
Section 3. Between meetings of the Members, the Board of Directors shall have
the full authority to act for the Members except as limited by law and shall meet
at least bimonthly.

Section 4. The Board of Directors shall be charged with oversight of the
implementation of the vision, mission and policies of the organization.

Section 5. The Board of Directors shall have power to create such organizational
operating units, committees, councils, and task forces deemed necessary for the
efficient operation of the Corporation and to dispense with any existing
organizational operating units, committees, councils, and task forces existing
now or hereafter created, other than the committees specifically set out in these
Bylaws.

Section 6. Except as otherwise authorized by the Board of Directors, no
committee or task force shall take or make public any formal action, resolution,
or undertake any expenditure without prior approval of the Board of Directors.

Section 7. During each year the Chair of the Board shall appoint a Nominating
Committee, chaired by the Immediate Past Chair and consisting of at least two (2)
additional members of the organization in good standing. On or before the end of the
last quarter of each calendar year the Nominating Committee shall invite
nominations and present to the membership a list of representatives, from members
in good standing, nominated for elected positions. Additional nominations may
also be accepted from the floor.

a) Any member may nominate a candidate or candidates for any FHR officer position
or positions; all nominations will go to the Nominating Committee. The Nominating
Committee will vet candidate nominees and make its recommendation to the Board of
Directors and full membership for vote.

b) If the Members fails to approve the election of the presented candidate(s), the
Nominating Committee will call for additional candidates, and follow the identical
process as previously followed, returning at a later date established by the Chair, to
present a new candidate or new candidates to the membership.

c) Officers remain in office until replacements are elected or if the officeholder resigns.
In case of the latter eventuality, a special election to fill the remainder of the term of
office will be held on a date established by the Chair of the Board.

d) Persons elected to replace those resigning from office will fill the unexpired term of
the officer who resigned and will be eligible to stand for election at the end of the
relevant term, pending appropriate approvals.

e). Qualified candidates for office should meet the following criteria:

  • Member in good standing who is willing to serve.
  • Demonstrated record of successful experience relevant to the position for which he or she is nominated.
  • Positive working relationships within FHR and the community.
  • High level of credibility and ability to represent FHR in the community.
  • Demonstrated record of ethics, integrity and good judgment.

Section 8. The Chair shall preside at all meetings of the Members and shall have general
supervision of the business and affairs of the corporation..

Section 9. The Vice Chair shall work with the Chair to plan and prepare for following
year’s activities and shall perform such duties as are incident to the office or are properly
required of him or her by the member and shall preside at all meetings of the directors in
the absence of the Chair.

Section 10. The Treasurer shall have custody of the monies and securities of the
corporation and shall keep correct and complete books and records of accounts, balanced
monthly and shall have available at all times the books and records of accounts and make
such reports and perform such other duties as are incident to his office or are properly
required of him or her by the Board of Directors.

Section 11. The Secretary shall issue notices for all meetings and shall keep the minutes.
The Secretary shall also have charge of the seal and corporate records and make such
reports and perform such other duties as are incident to the office or are properly required
of him or her by the Board of Directors.

ARTICLE IV.

FINANCES

Section 1. The monies of the corporation shall be deposited in such bank or trust
company as the Board of Directors shall designate, and all payments, so far as practical,
shall be made by checks. Checks and drafts as well as all notes, bonds or other
instruments creating or evidencing an obligation for the payment of money shall be
signed in the name of the corporation by the Treasurer.

Section 2. The corporation adopts for its fiscal year the period beginning January 1st of
each year and terminating on the succeeding December 31st.

ARTICLE V.

COMMITTEES

Section 1. The affairs of the corporation shall be managed by a Board of Directors
between meetings of the Members. The Board of Directors shall consist of Chair, Vice
Chair, 1st Vice President, Treasurer, Secretary, the chairs of the organization’s
committees or their representatives and other directors appointed At Large by the Chair.
Except as restricted or limited by law, the Board of Directors shall have the powers of the
Members and shall meet at the call of any officer. A quorum at any meeting shall consist
of a majority of the Board of Directors. A majority of such quorum shall decide any
question that may come before the meeting.

Section 2. The Chair and Vice Chair or shall have the power to appoint special
committees at any time.

Section 3: Standing Committees will include: Moving Minds, Moving People and
Moving Goods.

ARTICLE VI.

BYLAWS

These bylaws may be amended repealed or altered, in whole or in part, by the Board of
Directors at any regular meeting or any special meeting where such action has been
announced in the call and notice of such meeting.