By-Laws

VIRGINIA ASSOCIATION FOR HEALTH, PHYSICAL EDUCATION, RECREATION, AND DANCE, INC.

Amended 11-2020

BYLAWS

 

Article I

Mission Statement

This Association is a charitable and educational association that promotes quality programs, and facilitates professional growth of its members through best educational practices.

Article II

Purpose

The purpose of the Association is to acquire and disseminate accurate and up-to-date professional information, aid in the development and promotion of effective programs, promote professional growth and excellence in instructional best practices, and coordinate the professional interests and efforts in the areas of health, physical education, recreation, dance and sport.

Article III

Membership

Section 1:        Membership classifications in the Association shall be designated as Active Professional, Life, Student, Complimentary, Retired and Associate.

a)   Active Professional Membership shall consist of persons professionally prepared in the field of health, physical education, recreation, dance and sport, or professionally engaged in some aspects of the program.

 

b)   Life Membership with full privileges is extended to Past Presidents,Pioneer andHonor Award recipients as well as persons deemed worthy of this distinction by a majority vote of the Board of Directors.

c)   Student Membership shall consist of those undergraduate and graduate students majoring in health, physical education, recreation, dance or sport.

d)   Complimentary Memberships may be bestowed upon individuals who have made unique substantial contributions to the Association.  Such memberships shall be recommended by the Board of Directors and shall be for one year.

e)   Retired Membership will be available to professionals no longer employed in the field.

f)   Associate Membership shall consist of those who provide professional support to the goals of the Association but do not qualify for the above memberships.

Section 2:        The above shall be designated as members upon payment of dues to the association.  Dues shall be determined by the Board of Directors as stated in Article X, Section 1 of the Bylaws.

Section 3:        Active Professional, Life and Retired members shall have the right to hold office in the Association with all the rights and privileges assigned to that office.

Section 4:        Student members shall have the right to hold office and vote in the Student section of the Association.

Article IV

Officers

Section 1:        The officers of VAHPERD shall consist of President, President-Elect, Past President, Division Vice Presidents, Vice Presidents-Elect, and Past Vice Presidents.

Section 2:  Officers shall be members of VAHPERD and SHAPE America.

Section 3: Nomination and election of Officers

a)   The Nominating Committee shall prepare aslate of up to two nominees for President-Elect and Division Vice Presidents-Elect.  Additional candidates, with their written approval and who meet eligibility requirements, may be nominated from the floor, only if the Nominating Committee has not submitted a candidate.

b)   Voting for all officers shall be by written or electronic ballot.

c)   The President is elected for three one-year terms, serving the first year as “Elect”, the second year “President” and the third year as “Past President.”Vice presidents are elected for three one-year terms, the first year as “Elect”, the second year as “Vice President”, and the third as “Past Vice President.”

d)   The term of office begins immediately following the close of the annual convention at which elections are held.

e)   Voting for all elected officers of VAHPERD, except for Section officers, shall be a function of Active Professionals, Retired, Life, Complimentary, Association, and Student Representative Members.

f)   In order to be elected, a candidate must receive a majority of the votes cast.

g)   No person shall simultaneously holdmore than one elected office.  If a person is elected to more than one office, the person shall declare which office he/she will assume.  Theother office(s) will be declared vacant and filled by conducting an election immediately.  If the R.A. has adjourned, any vacancy(ies) shall be filled as prescribed in these bylaws under succession of officers.

Section 4:  Primary Duties of Officers (additional responsibilities shall be found in                         individual operating codes)

a)   The President shall:

1)   Serve as VAHPERD’s primary representative.

2)   Act as Chair of the Board of Directors, R.A., and the Executive Committee.

3)   Appoint all ad-hoc committees with the approval of the Board of Directors.

4)   Serve as an ex-officio member of all committees except nominating.

5)   Have the power of official action, with Executive Committee approval, during emergencies that may occur between official meetings of the Board of Directors.

6)   Appoint a parliamentarian to interpret the application of the current edition of Robert’s Rules of Order Newly Revised, during all R.A.and Board meetings.

b)   The President-Elect shall:

1)   Act for the President in his/her absence, and in the case of the President’s death or resignation, shall succeed him/her for the unexpired term as well as the expected term the following year.

2)   Automatically succeed to the office of President following the convention.

3)   Serve on the Membership Committee.

4)   Appoint members to fill vacancies on standing committees,liaisons, and student section advisor, for his/her term as President.These appointments are presentedat the pre-convention Board meeting.

5)   Present,at the summer board meeting, a schedule of regular meetings of the Board of Directors for the coming term.

c)   The Past President shall:

1)   Plan and conduct the annual convention in cooperation with the Convention Manager.

2)   Preside at meetings of the Board of Directors in the absence of the President and President-Elect.

3)   Serve on the Convention Site Selection Committee.

d)   The Division Vice-Presidents shall represent their respective Divisions on the Board of Directors.

e)   The Division Vice Presidents-Elect shall:

1)   Serve on the Board of Directors and act for their respective Division Vice Presidents in their absence.

2)   Automatically succeed to their respective office of Division Vice President at theconclusion of the convention.

f) The Division Past Vice-Presidents shall serve on the Board of Directors and assume

the office of Vice President in the absence of both the Vice President and Vice

President-elect

Section 5:        Additional duties and responsibilities of each elected officer shall be identified in the Operating Code for that specific office.

Section 6:        Succession of Officers

a)   In the event that a vacancy occurs on the Board of Directors and these Bylaws do not otherwise provide for filling such a vacancy, the President shall appoint, with the Board approval, a replacement to serve until the next regular meeting of the R.A.

b)   Should a vacancy occur in the office of President; the President-Elect shall serve the unexpired term in addition to his/her elected term the following year.  The Past President shall serve a second term as Past President.

c)   The President shall submit a slate of two candidates to a special meeting of the R.A. should a vacancy occur in the office of President-Elect.  The R.A. then selects the new President-Elect.  If only a single candidate can be found the appointment must still be approved by the R.A. This person will serve the remainder of the President-Elect term and continue through the normal progression of the President and Past President.

d)   Should a vacancy occur in the office of Past President; the Past President prior to the vacancy shall serve the unexpired term.

e)   Should concurrent vacancies occur in the offices of Presidentand President-Elect; the Executive Director shall call a special meeting of the R.A. to elect successors.

f)   Should a vacancy occur in the office of Division Vice President;the DivisionVice President-Elect shall serve the unexpired term in addition to his/her elected term the following year.The Division Past Vice President shall serve a second term as Past Vice President.

g)   Should a vacancy occur in the office of Vice President-Elect; the Vice President shall submit a nominee to the Board of Directors.  The Board of Directorsmay confirm the nominee or request another submission. If confirmed, the person will serve the remainder of the Vice President-Elect term and continue through the normal progression of Vice President.

h)   Should concurrentvacancies occur in the offices of Vice President;Vice President-Elect, and Past Vice President within a Division, the President shall appoint successorssubject to confirmation by the Board of Directors.

i) Should a vacancy occur in the office of Division Past Vice President; the prior Past Vice President should serve the unexpired term as Past Vice President.

Article V

Representative Assembly

Section 1:        The Representative Assembly shall consist of:

a)   The Board of Directors.

b)   The Chairand Past Chairof each Section.

c)   The Executive Director and the Parliamentarian.

Section 2:        All members of the R.A.shall be members of VAHPERD and have voting privileges with the exception of the Executive Director and Parliamentarian.

Section 3:        It shall be the duty of the R.A. to:

a)   Effect all changes to the Articles of Incorporation and the Bylaws and

b)   Conduct business as necessary;

Section 4:        Voting shall take place in person or by electronic means where all participants can simultaneously hear one another at meetings of the R.A. Proxy voting will be allowed if the voting RA member notifies the Executive Committee prior to the meeting.

Section 5:        A regular meeting of the R.A. shall be held at the VAHPERD convention.  Special meetings may be called by the President of the Association or at the written request of 50% of the members of the R.A.

Section 6:        A majority of the R.A. present in person shall constitute a quorum as determined by the Chair.

Section 7:        Members of VAHPERD may attend the R.A. meetings but shall not have voting privileges.  They may address the R.A. by consent of a majority of voting members of the R.A.

Section 8:        The Executive Director shall notify in writing all R.A. members at least thirty (30) days in advance of all R.A. meetings.

Section 9:        Additional duties and responsibilities of the R.A. shall be designated in the Operating Codes for that specific body.

Article VI

Executive Committee

Section 1:        The Executive Committee shall consist of the President, Past President, and President-Elect.  The Executive Director shall serve as a non-voting member.

Section 2:        The Executive Committee shall:

1. Transact Association business between regular Board of Directors meetings

b) Evaluatethe editors of TheVirginia Journal,TheCommunicator and the website administrator.

c)  Approve the actions of the President during emergencies between meetings of the Board of Directors

Section 3:        Meetings

1. Meetings of the executive committee shall be conducted in person or by electronic means where all participants can simultaneously hear one another.
2. Meetings shall be held at the call of the President or by request by the majority of the members.
3. A majority of the members of the executive committee shall constitute a quorum.

Section 4:        The Executive Director shall notify the Board of Directors within fifteen (15) days of all actions taken by the Executive Committee.

Article VII

Board of Directors

 

Section 1:        The Board of Directors shall consist of the President, President-Elect, Past President, Division Vice Presidents, Vice Presidents-Elect,Past Vice Presidents and Student Section Chair.  The Executive Director and the Parliamentarianshall be non-voting members of the Board of Directors.

Section 2:        Members of the Board of Directors shall be members of VAHPERD and SHAPE America.

Section 3:        Members of the Board shall have a two-year break in service after serving as Past Vice President unless elected as President Elect, or there is not a nominee to fill a Vice President-Elect Board position by the close of nominations at the annual convention.

Section 4:        Meetings of the Board of Directors

a)   Regular meetings:  There shall be five regular meetings of the Board of Directors. Two meetings areheld at the annual convention (one within seventy-two hours following the election of officers).  In addition, a winter, a spring and a summer meeting shall be held at a time and place determined by the President-Elect at the summer board meeting.  Notice of regular meetings shall be served not less than thirty (30) days in advance.

b)   Special meetings:  Special meetings may be called by the President or by written request of any five (5) members of the Board of Directors.Members of the Board shall be served notice of special meetings not less than fifteen(15)days in advance.Special meetings of the Board of Directors shall be conducted in person or by electronic means where all participants can simultaneously hear one another.

1. A majority of the Board of Directors shall constitute a quorum for transacting business.
2. All meetings of the Board of Directors are open to all Association members except when the meeting is in executive session.

Section 5:        Attendance at meetings:

1)   Members of the Board of Directors shall attend a minimum of four (4) regular meetings of the Board of Directors per term.

2)   Following the first missed regular meeting, the Executive Director shall send the board member written notice that forfeiture of office shall occur upon the next missed regular meeting.

3)   When a second regular meeting is missed, the President shall send a formal dismissal notification, thanking them for their service.  This action is separate from removal from office for cause

4)   Exceptions to the Attendance Policy for extenuating circumstances may be approved by the Board of Directors by a 2/3 vote.

Section 6:        The Board of Directors may grant a vote by proxy to a sitting Vice President, Past Vice President, or Vice President Elect in their Division or Student Representative Elect.

Section 7:        Duties and Responsibilities of the Board of Directors

1. Conduct the business of the association
2. Implement the Strategic Plan

c)   Review proposed amendments to the Bylaws and present those approved to the R.A.

d)   Approve anannual budget and related financial matters as specified in the Association’s Investment Policy Statement.

e)   Select an independent auditor to conduct an annual review or audit.  An audit shall be conducted at least every three years.

f)   Determine Membership dues and convention fees.

g)   Establish the place and date of the annual convention.

h)   Evaluate the Executive Director

Section 8:        Removal of a Member of Board of Directors

a)   Any officer or director shall be removed from office for cause.  Notice shall be provided to the officer or director not less than thirty days prior to a hearing before the R.A. Theofficer or director shall be removed upon majority vote of the R.A.

Article VIII

Divisions and Sections

Section 1:        Divisions and Sections provide leadership and coordination for development of programs and educational activities to enhance the knowledge of VAHPERD members.

Section 2:        Division and Section Structure:

a)   The Divisions shall be Health; Physical Education;Dance; General; and Recreation, Sport, and Fitness.

b)   The Sections under each Division shall be as follows:

1)   Health Division

Primary Health

SecondaryHealth

College and University Health

2)   Physical Education Division

Adapted Physical Education

College and University Physical Education

Elementary Physical Education

Middle School Physical Education

Secondary School Physical Education

3)   Recreation, Sport, and FitnessDivision

Leisure Activities

Recreation

4)   Dance Division

Dance Education K-12

College/University Dance Education

Dance Performance

5)   General Division

City/County Supervisors

College/University Faculty

Students

Section 3:        Divisions

1. The Executive Committee shall appoint officers of a new Division for the first year term.The Division Vice President shall appoint officers for a new Section the first year term.

b)   Changes to existing Divisions must follow the amendment process.

c)   Any member of the Association may attend Division meetings held at the annual convention.

Section 4:        Sections

1. The officers of each Section shall be Chair, Chair-Elect and Past Chair.
2. Changes to existing Sections must follow the amendment process.
3. Candidates for offices of Sections shall be members of VAHPERD and shall be elected by members of VAHPERDpresent at the Section business meeting during the annual convention.
4. If a vacancy occurs in the Section Chair position, the Chair-Elect shall serve as Chair for the unexpired term as well as his/her own elected term the following year.
5. If a vacancy occurs in the Section Chair-Elect position, the Division Vice President shall appoint a replacement for the remaining terms of that office.The Division shall then elect a Chair-Elect at the next Section Meeting.
6. If a vacancy occurs in the Section Past Chair Position, the Division Vice President shall appoint a replacement for the remaining term of office.
7. No member currently holding office is eligible for appointment.
8. Sections shall be assigned to Divisions by vote of the Board of Directors.Each section shall have the right to determine the qualifications of its members provided such action does not violate the Bylaws.
9. Each Section shall hold a business meeting at the convention in conjunction with the Division meeting for the purpose of electing Chairs-Elects and conducting other Section business.Section officers shall assume their duties at the close of the Division meeting.
10. Meetings of Divisions and Sections shall be conducted in person or by electronic means where all participants can simultaneously hear one another
11. To be eligible for continuance of affiliation, each Section must present anapproved program, co-sponsored program, or project at the annual convention.
12. A section that does not sponsor or co-sponsor a presentation at two consecutive conventions will be dissolved upon decision of the Board of Directors.

Article IX

Committees and Coordinators

Section 1:        The standing committees will be:  Awards, Convention Site Selection, Diversity, Finance, Grant, Advocacy, Membership, Nominating, and Structure and Function.

a)   Membership on standing committees shall be rotating three-year terms.

       b)  All standing committees shall be organized according to an operating code.  Each committee shall have its own operating code to include a statement of purpose, organization, and responsibilities as applicable.

c)   Vacancies on standing committees are filled by appointment by the President-Elect and approved by the Board of Directors.

Section 2:        Ad hoc committees may be created for a one-year term.  Such committees may be indefinite in number and are appointed for specific purposes that would generally fall outside the traditional responsibilities of a standing committee.

Section 3:        The President shall appoint Coordinators for:  Jump Rope for Heart, Hoops for Heart, and Outstanding Health and Physical Education Programs.

1. Coordinators shall serve a three-year term. Availability of position shall be posted to the membership through the Journal and Communicator. Current coordinator may apply at the end of each three-year term when term expires.
2. The President shall appoint vacant coordinator positions during his/her presidential year.
3. Coordinator positions shall be defined according to an operating code.Each Coordinator position shall have its own operating code including a statement of purpose, organization, and responsibilities
4. Coordinators shall be evaluated annually as described in their operating code.

Article X

Dues and Finance

Section 1:        The annual dues for Active Professional, Student, Retired and Associate membership; shall be determined by the Board of Directors.  Any change in membership dues shall be approved by the Representative Assembly.

Section 2:        There shall be no annual dues for Life members,Honor Award recipients,PastPresidents and Pioneer Award recipients.

Section 3:        All contracts must be approved by the Executive Committee and signed by the Executive Director.

Section 4:        The Association fiscal year shall be established by the Board of Directors.

Section 5:        The treasurer shall submit financial documents to an independent auditorpromptly following the end of the fiscal year.  The results of the financial review or audit will be presented at the R.A. and will be available to the members for review upon request.

 

Section 6:        Taxes will be filed annually with the Internal Revenue Service

Article XI

Delegates

Section 1:        Society of Health and Physical Educators (SHAPE)America Alliance Delegates:  The Executive Committee shall serve as delegates to the SHAPE America Delegate Assembly.  The President may appoint additional delegates as authorized by SHAPE America.

Section 2:        SHAPE America DistrictDelegates:  The Executive Committee shall serve as delegatesto the SHAPE America Southern District State Advisory Commission.  The President mayappoint additional delegates as authorized.

Article XII

Awards

The Association may honor individuals for meritorious service.  The awards shall be presented during the annual convention or at such other time or location as determined by the Board of Directors.

Article XIII

Publications

The Association shall produce professional journals and/or newsletters as determined by the Board of Directors.  The two primary publications shall be The Virginia Journal and The Communicator.  Publications shall be distributed and made available to the membership and other sources as determined by the Board of Directors.

Article XIV

Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with the Articles of Incorporation, these Bylaws, or any special rules of order the Association may adopt.

Article XV

Amendments

Section 1:        Consistent with applicable law of the jurisdiction in which VAPHERD is incorporated, the Articles of Incorporation and these Bylaws may be amended as follows:

1. All proposed amendments shall be forwarded to the Structure and Function Committee for review and recommendation based on impact to this and other governing documents. 
2. The proposed amendment shall be adopted by majority vote of the board of directors, provided notice is given at least fifteen(15)days in advance of the meeting. 
3. The board of directors shall submit adopted amendments to the R.A. for approval.
4. The Executive Director shall notify each member entitled to vote at the R.A. not less than thirty (30) days in advance.The notice of meeting shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy of the amendment.
5. Amendments shall be approved by a two-thirds vote at any meeting of the R.A. provided notice of such amendment(s) is provided to all R.A. members.

 

Section 2:        Operating codes may be changed by submitting a written proposal, including rationale, to the Executive Director.  The Executive Director shall submit the proposal to the Board of Directors not less than fifteen (15) days in advance of a vote.  The proposal shall be adopted by a majority vote of the Board of Directors.

Article XVI

Disposal of Assets

Upon dissolution, all of the assets of VAHPERD shall be distributed as designated by the Articles of Incorporation.