Bylaws for the New Coastal Virginia Medical Society
February 2023

BYLAWS OF THE NON-PROFIT

COASTAL VIRGINIA MEDICAL SOCIETY

PREAMBLE

The following Bylaws shall be subject to, and governed by, the Non-Profit Corporation Act of Virginia and the Articles of Incorporation of Coastal Virginia Medical Society. In the event of a direct conflict between the herein contained provisions of these Bylaws and the mandatory provisions of the Non-Profit Corporation Act of Virginia, said Non-Profit Corporation Act shall be the prevailing controlling law. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of Corporation/Organization, it shall then be these Bylaws which shall be controlling.

ARTICLE I – NAME

Section 1.1.  The name of the corporation is Coastal Virginia Medical Society.

ARTICLE II – SEAL

Section 2.1.  The Seal of the Corporation shall be circular in form and mounted upon a metal die, suitable for impressing the same upon paper. About the upper peripheral of the seal shall appear the words “Coastal Virginia Medical Society.”

 ARTICLE III – REGISTERED OFFICE AND REGISTERED AGENT

Section 3.1.  The registered office and registered agent of the Corporation shall initially be the office and agent designated in the Articles of Incorporation and shall hereafter be such other office and agent as may be designated from time to time by the Board of Directors.

ARTICLE IV – PURPOSE

Section 4.1.  The Corporation is a non-profit organization to be operated exclusively for the purposes set forth in the Articles of Incorporation. 

ARTICLE V – BOARD OF DIRECTORS

Section 5.1.  Corporate power shall be vested in the Board of Directors which shall have full power to control and manage the business, property, and affairs of the Corporation.  The Board of Directors shall consist of twelve (12) or more persons. The Directors shall elect their replacements and successors, and in the event that these Bylaws are amended from time to time to provide for additional Directors, the Directors shall elect such additional Directors.

Section. 5.2.  The Board of Directors shall meet annually to elect officers of the Corporation and to consider any other business which may properly come before it.  Additional regular meetings of the Board of Directors shall be held at least quarterly.  The annual and quarterly meetings shall be held at such time and place as shall be set forth in such written notice.  Special meetings of the Board of Directors or a majority of the Directors upon 10 days written notice may be called at a time and place to be designated by the person or persons calling the meeting which shall be set forth in such written notice. 

Section 5.3.  Whenever any notice of any meeting of the Board of Directors is required to be given under provisions of law or under the provisions of the Articles of Incorporation or these Bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice whether before or after the meeting, shall be equivalent to the giving of such notice.  Presence at any meeting without objection shall also constitute waiver of required notice.

Section. 5.4.  A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business.  A majority vote of all members present and voting shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, including the election of officers.

Section 5.5.  An Executive Committee, which would act in the name of and with full power of the Board of Directors during the intervals between meetings of the Board on matters requiring action by the Directors may be created by the Board of Directors.  Once created, the Executive Committee may be dissolved or its membership may be changed, at any meeting of the Board of Directors.  Such Executive Committee shall be composed of not less than three (3) Directors.

Section 5.6.  Any Director may resign at any time.  Such resignation shall be made in writing to the Board of Directors and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board.  The acceptance of a resignation shall not be necessary to make it effective.

ARTICLE VI – OFFICERS

Section 6.1.  The officers of the corporation shall consist of a President, Vice-President, Secretary and Treasurer.  Any two or more offices may be held by the same person except the offices of President and Secretary.  The President shall be a Director of the Corporation. 

Section 6.2.  The President shall be the Chief Executive Officer of the Corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Corporation. The President shall preside at all meetings of the Directors, discharge all the duties which ordinarily devolve upon a presiding officer and perform such other duties as may be prescribed by the Bylaws or by the Board of Directors.

Section 6.3.  The Vice-President shall assist the President in the performance of his duties, and, during the absence or disability of the President, shall perform all duties incumbent upon the President.

Section 6.4.  The Secretary shall attend all meetings of the Board of Directors, and shall keep, or cause to be kept, in the books provided for the purpose, a true and complete record of the proceedings of such meetings and shall perform a like duty for all standing committees appointed by the Board of Directors when required.  The Secretary shall keep the Seal of the Corporation.  The Secretary shall attend to the giving and serving of all notices of the Corporation and shall perform such other duties as the Bylaws may require or the Board of Directors may prescribe.

Section 6.5.  The Treasurer shall keep correct and complete records of account, showing accurately at all times the financial condition of the Corporation. He shall be the legal custodian of all monies, notes, securities, and other valuables of the Corporation. He shall immediately deposit all funds of the Corporation coming into his hands in some reliable bank or other depository as designed by the Board of Directors and shall keep such bank account in the name of the Corporation. He shall furnish at meetings of the Board of Directors, or whenever requested, a statement of the financial condition of the Corporation, and shall perform such other duties as the bylaws may require, or the Board of Directors may prescribe. 

Section 6.6.  Whenever any vacancies shall occur in any office by death, resignation, increase in the number of offices of the Corporation, or otherwise, the same shall be filled by the Board of Directors, and the officer so elected shall hold office until his successor is chosen and qualified, or until his removal.  In the case of the absence of any officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may delegate the powers or duties of any officer to any other officer or employee of the Corporation, for such time as may, in the opinion of the Board of Directors, be necessary or desirable.

ARTICLE VII – ALLOCATION AND ACTIVITIES

Section 7.1.  No part of the net earnings of the Corporation shall inure to the benefit of any private individual.  No substantial part of the activities of the Corporation shall consist of propaganda or inappropriate attempts to influence legislation and no part of the activities of the Corporation shall consist of participation or intervention in any political campaign on behalf of any candidate for public office.

ARTICLE VIII – FISCAL YEAR

Section 8.1.  The fiscal year of the Corporation shall be as determined from time to time by the Board of Directors.

ARTICLE IX – INDEMNITY OF OFFICERS AND DIRECTORS

Section 9.1.  The Corporation shall indemnify any person by reason of the fact that he is or was a Director or officer of the Corporation or is or was serving at the request of the Corporation as a Director or officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent empowered by, and with the limitations set forth in Section 13.1-205.1 of the Code of Virginia (1950) as amended and in force on the date of adoption of this bylaw, provided, however, that exercise of the powers set forth in Section 13.1-205.1 (e), (f) and (g) of said Code shall remain discretionary with the Corporation.

ARTICLE X – AMENDMENTS

Section 10.1.  These bylaws may be amended, repealed, or altered in whole or in part by the Board of Directors at any regular meeting of the Board or at a special meeting if the nature of the proposed amendments to the bylaws shall have been announced in the call or notice of such special meeting.