VCA Organizational Structure Constitution and Bylaws
The Virginia Correctional Association is governed by its membership, the Board of Directors and elected Officers. Our Board of Directors consists of fifteen (15) members, including the five (5) elected officers of the VCA, the immediate Past President, and nine (9) Members-at-Large. The Board provides leadership, guidance, and oversight to the Association and its members. VCA is governed by a Constitution and Bylaws that contain the overall structure and operations from which the Board functions.
OFFICER DUTIES The duties of the Officers shall be such as are implied by their respective titles and such as are specified in these Bylaws. Each officer shall keep accurate records of his/her work and turn them over to his/her successor.
PRESIDENT The President shall preside at the Annual Conference of the VCA and at all meetings of the Board of Directors. The President shall appoint the chairperson of each Standing Committee from the members of the Board and have final approval of all committee members. The President may appoint chairpersons of all other committees from the membership at large. The President shall be an ex-officio voting member of all committees, except the Nominating Committee, and shall be given notice of and shall have the right to attend all committee meetings. However, unless the President is designated by these Bylaws or by the Board of Directors, as a regular member of the committee, the President shall be under no obligation to attend such meetings and shall not be counted to determine the number necessary to make a quorum or to determine whether or not a quorum is present.
The President shall serve as the Chairperson of the Board of Directors. The President is the official spokesperson for the VCA during his/her term of office and shall speak and act on behalf of the Board of Directors between regularly scheduled meetings within existing policy and professional concerns that have been addressed by the Board of Directors. The President shall have such other duties as may be assigned from time-to-time by the Board of Directors. With reference to emergency financial requests, the President may approve expenditures within budgetary constraints and that do not exceed $250.00 without prior Board approval. The President shall report to the Board of Directors all issues addressed and actions taken in keeping with the provisions of this paragraph.
PAST PRESIDENT The immediate Past President shall have such general administrative and other duties as may be assigned from time-to-time by the President or the Board of Directors. The Past President shall be the Chairperson of the Nominating Committee.
PRESIDENT-ELECT The President-elect shall have such general administrative and other duties as may be assigned from time-to-time by the President or the Board of Directors and shall be available to consult with and be of assistance to Committee Chairpersons.
VICE PRESIDENT The Vice President shall have general administrative duties under the direction of the President and such other duties as may be assigned from time-to-time by the Board of Directors. In the temporary absence or disability of the President, the Vice President shall have the powers and duties of the President.
SECRETARY The Secretary will keep an accurate and permanent written proceeding of the meetings of the VCA and of the Board of Directors. The Secretary shall also maintain a current mailing list of all VCA members and Committee members and shall preserve in a permanent file all records and letters of value to the VCA and its Board.
TREASURER The Treasurer shall be the financial officer of the VCA and shall be responsible for the custody and disbursement of VCA funds and other assets. The Treasurer shall also be the legal custodian of the financial records of the VCA and shall have charge of the investment of the VCA’s funds subject to the approval of the Board of Directors. The Treasurer shall give such bond for the faithful discharge of his/her duties as the Board of Directors may require, at the expense of the VCA, and shall perform such duties as may from time-to-time be assigned by the President or the Board of Directors. The Treasurer shall keep an itemized record, in a permanent file, of all receipts and expenditures, prepare and present a financial report quarterly to the Board of Directors, and shall prepare all financial records for an independent audit as called for in these Bylaws. The Treasurer shall turn over to his/her successor, within thirty (30) days of the end of his/her term, all books, records and papers relating to the VCA’s financial business.
BOARD OF DIRECTORS
The Board of Directors shall consist of fifteen (15) members, including the five (5) elected officers of the VCA, the immediate Past President and nine (9) Members-at-Large. All members on the Board shall have the right to vote unless otherwise restricted by these Bylaws.
Only persons who are members of the ACA and the VCA in good standing shall be eligible to serve on the Board of Directors.
The term of office for the Members-at-Large of the Board of Directors shall be two (2) years or as otherwise specified in these Bylaws. At-Large Members may serve two (2) consecutive terms, or four (4) consecutive years.
The Members-at-Large of the Board of Directors shall be elected by a plurality vote of the VCA. The vote shall be by a mailed ballot as prescribed in Article III of these Bylaws.
In the event that a Member-at-Large of the Board of Directors cannot fulfill the term or duties of that office, the Board of Directors may appoint a person from the membership-at-large to serve for the balance of the term. To receive the appointment from the Board, the member must receive a majority vote of the Board of Directors. The person filling the vacancy must come from the same discipline of the seat which was vacated as listed in Article III, Section 1. of these Bylaws.
Any member of the Board of Directors may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified therein.
Any member of the Board of Directors who is absent without cause for three (3) consecutive meetings of the Board of Directors may be removed from office by a majority vote of the Board, provided there is a quorum, including not less than three (3) officers of the VCA, present at the meeting of the Board at which such action is taken.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors shall exercise all powers of the VCA as specified in these Bylaws. The Board of Directors shall:
Supervise the affairs of the VCA and shall transact any business of the VCA between Annual Conference meetings;
Establish policy and determine professional concerns of the VCA;
Establish VCA goals, plans, and priorities;
Approve the President’s charges to committees and the establishment of Ad Hoc committees;
Approve the VCA’s budget and maintain prudent fiscal control;
Fill interim vacancies for the Board of Directors and Officers of the VCA as stated in these Bylaws;
Make recommendations to the VCA regarding proposed amendments to the Constitution and Bylaws;
Consider all recommendations proposed by committee Chairpersons or by the VCA;
Establish and/or dissolve committees and task forces based on the needs of the VCA;
Supervise and support programs for the recruitment of new members;
Establish the time and place for the Annual Conference and any required special meetings;
Approve the Annual Conference theme and all workshops;
Establish correctional awards and scholarships; and
Hold such other powers as defined or as required in the Constitution and Bylaws.
Constitution and Bylaws
The Virginia Correctional Association (VCA) is a professional organization guided by professional standards. We also have written guidelines that define how the association is managed. Those guidelines are contained in the VCA Constitution and the VCA Bylaws available below.