BYLAWS OF THE 
GREATER VERONA BUSINESS ASSOCIATION, INC. 
VERONA, VIRGINIA 24482

Section 1: The name of this organization is hereby called the Greater Verona Business Association, Inc. as voted by the membership at large at the organizational meeting held February 23, 1981.
Section 2: The purpose or purposes for which the corporation is organized are:
(a) To promote higher business standards, better business methods, and encourage cooperation among its members in order to create a more favorable climate for the conduct of business and the location of new businesses in the Greater Verona area. (b) To promote the interests of the business community in the Greater Verona area by encouraging participation of its members in the Greater Verona Business Association.
(e) The corporation shall have all of the powers enumerated in §13.1-826 of the Code of Virginia, 1950, as amended, which are hereby incorporated in these Bylaws by reference as though the same were more fully set forth herein.
ARTICLE TWO
Non-Profit Status
This organization is not organized for profit or organized to engage in any activity ordinarily carried on for profit, and no part of its net earnings will inure to the benefit of any private shareholder or individual; upon dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of the assets of the corporation exclusively for the purposes of the corporation in such a manner, or to such organization or organizations as shall at the time qualify as an exempt organization or organizations under § 501(c)(6) of the Internal Revenue Code of 1986, as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of Augusta County, Virginia, 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 THREE
Qualifications for Membership
Section 1: The Association shall have no boundaries but shall include any area where persons desiring to further the objectives of the Association may be found.
Section 2, Dues: Annual dues schedule shall be set at the discretion of the Board of Directors.
Section 3, Admission: 
(a) Applications for membership shall be submitted to the Secretary in the form and manner prescribed by the Board of Directors.
(b) The Secretary shall refer all such applications to the Board of Directors for approval.
(c) The Board of Directors shall consider all applications for membership and shall at its discretion approve for membership the applicants and assign the applicant to a membership class.
Section 4, Delinquency: If any member shall fail to pay his dues within ninety (90) days, a written notice of delinquency shall be given by the Secretary, and if not paid in full within thirty (30) days of this written notice he/she shall be dropped from membership at the sole and absolute discretion of the Board of Directors.

ARTICLE FOUR
Officers

Section 1, Government:
(a) The government of the organization, the discretion of its work and control of its property shall be vested in a Board of Directors. The number of directors shall be a minimum of seven (7) and a maximum of fifteen (15). The Board of Directors shall consist of the President, the Vice-President, one or more secretary(ies), the Treasurer, and the number of at-large members as shall be determined from time to time by the Board of Directors. All officers and directors shall be qualified voting members.
(b) The term of the officers shall be one (1) year, unless voted otherwise. The directors shall serve two (2) year terms each.
(c) All officers and directors of the Board shall have an equal vote on all matters.
(d) A quorum of officers and directors must be present for any decisions to be binding on the Association. A quorum consists of one-half (1/2) of the Board of Directors.
(e) The Board of Directors shall meet at the discretion of the President.
(f) The Board of Directors shall have the authority to employ an Executive Director/Secretary and any other help needed for the management and operation of the Greater Verona Business Association and to set compensation for said employee or employees.
Section 2, President: The President shall preside at al meetings of the Greater Verona Business Association and Board of Directors. The President shall perform all duties incident to the office and advise such actions as may be deemed by the President likely to promote and/or protect the business environment of the Greater Verona area.
Section 3, Vice-President: The Vice-President shall act in the absence of the President. In the absence of disability of the President and Vice-President, a member of the Board of Directors shall be chosen to act as temporary President. The person acting as President shall have only the right of and perform duties of the President.
Section 4, Secretary(ies): The Secretary(ies) shall conduct the official correspondence, preserve all books, documents and communications, keep books or accounts and maintain an accurate record of the proceedings of the Greater Verona Business Association and the Board of Directors. The Secretary(ies) shall perform such duties as may be incident of to the office, subject to the direction of the Board of Directors. At the request of the Board of Directors and not later than the expiration of a Secretary’s term of office, such Secretary shall deliver to the Board of Directors all books, papers and property of the Greater Verona Business Association.
Section 5, Treasurer: The Treasurer shall receive and disburse the funds of the Greater Verona Business Association. The Treasurer shall keep all monies of the Association in the bank in its name. The Treasurer shall perform such duties as may be incident to the Treasurer’s office, subject to the direction of the Board of Directors and not later than the expiration of the Treasurer’s term of office, the Treasurer shall deliver all books, papers and property of the Association, and shall make an accounting of all funds delivered to the Treasurer.
ARTICLE FIVE
Committees

Section 1, Appointment: The President shall appoint all committees.
Section 2, Committee Meetings: Meetings of any committee may be called at any time by the President or the Chairman of such committee.
ARTICLE SIX
Fiscal Year

Section 1, Time of Meeting: Regular meetings of the members shall be held as determined from time to time by the Board of Directors. Special meetings of the membership may be called by the President or Board of Directors on not less than ten (10) days notice. Special meetings may be called by one-third (1/3) of the voting members signifying to the Secretary in writing that such meeting is desired, and such meeting shall then be held not less than seven days after such notice.
Section 2, Notice: Notice of every special meeting shall be given by a written or electronic notice from the Secretary to each member.
Section 3, Annual Meeting: The annual meeting of the Greater Verona Business Association shall be held on the third Thursday in January each year.
Section 4, Limitation of Debate: Every member shall be entitled to speak on any subject brought before the Greater Verona Business Association for consideration. At the discretion of the President debates may be limited in time.
ARTICLE SEVEN
Election

The voting members shall elect the officers and directors of the Greater Verona Business Association at its annual meeting. The Board of Directors shall constitute a Nomination Committee. Proposals for nomination can be made by members to the Nomination Committee who shall thereupon nominate voting members for each vacancy. Voting shall be by voice vote of the voting members present unless one-fourth (1/4) of the voting members present request a secret ballot. The nominees receiving the greatest number of votes for each vacant position shall be deemed elected to that vacancy.
ARTICLE EIGHT
Disbursements

The Board of Directors shall approve authorized signatures for the disbursement of funds.

ARTICLE NINE
Parliamentary Rules

The proceedings of the Greater Verona Business Association meeting shall be governed by and conducted according to the latest edition of the Roberts Manual of Parliamentary Procedure.

ARTICLE TEN
Amendments

These bylaws may be amended or altered by a majority vote of members present or at any regular meeting provided written notice of the proposed change shall have been give to the voting members at least thirty (30) days before said meeting.