AFCEANova

Chapter Bylaws


ARTICLE I NAME AND LOCATION

Section 1: Name. The name of this Chapter shall be the Northern Virginia Chapter, Armed Forces Communications and Electronics Association (AFCEA), hereafter called the NOVA Chapter.  

Section 2: Location. The headquarters of the NOVA Chapter shall be located in Northern Virginia.  

ARTICLE II OBJECTIVES

Section 1: General Objective. The NOVA Chapter shall be a patriotic, educational, scientific, non-political, and non-profit making association of individuals, industrial organizations, and educational institutions. It shall promote industry-government cooperation in developing effective intelligence and information management, including the development, manufacture and operation of equipment and systems, and provision of services in the fields of signals, communications, electronics, information technology, intelligence systems, command and control, cybersecurity and imagery.  

Section 2: Specific Objectives. In furtherance of this general objective and in addition to the specific objectives in the AFCEA By laws, the NOVA Chapter shall:
  
a. Provide an ethical forum for the general membership and diverse groups within the membership, to exchange ideas and information on communications, electronics, command and control, avionics, information technology, and audiovisual techniques.  

b. Work closely with Washington area AFCEA chapters to ensure mutually cooperative and supportive programs and activities in the Washington D.C. metropolitan area.
  
c. Operate in a non-profit mode and ensure that no part of its net earnings accrue to the benefit of its members, except for fairly STEM competed scholarships, and educational grants. All programs undertaken by the Chapter shall support the Chapter’s objectives.

d. Contribute to the professional development of those serving in the Science, Technology, Engineering, and Mathematics (STEM) related disciplines and those interested in the pursuit of STEM fields
.  
e. Promote diversity through equal opportunity, programs, and by meeting the professional and development needs of all AFCEA NOVA members.

ARTICLE III MEMBERSHIP

Section 1: General. Membership in the NOVA Chapter shall be open to all individuals and corporations in Northern Virginia, the Washington metropolitan area, and other geographic regions as approved by AFCEA International.  

Section 2: Classes of Membership. Classes of membership shall be as prescribed in the AFCEA International Bylaws.  

Section 3: Dues. Membership dues shall be as prescribed by AFCEA International Headquarters. There shall be no Chapter dues.

Section 4: Administrative. Subject to Sections 1 and 2 above, NOVA Chapter membership shall be administered pursuant to the following:
 
a. The term "members" except where specifically stated otherwise in these bylaws, shall mean regular and life members only, as defined in the AFCEA Bylaws.  

b. Members shall be entitled to vote in all NOVA Chapter elections.  

c. Only members of the Board of Directors or their proxy shall vote at any board meeting.

Section 5: Restriction. Only members affiliated with the NOVA Chapter shall be eligible to hold offices in said Chapter.  

Section 6: Participation by Active Military and Government Personnel. Military and Government Personnel may serve in non-paying positions of responsibility in the NOVA Chapter, if duly elected or appointed, if holding membership in AFCEA, are affiliated with the NOVA Chapter, and if in accordance with current military and government regulations and directives.  

ARTICLE IV ORGANIZATION AND STRUCTURE

Section 1: Organization. The organization of the NOVA Chapter shall be comprised of its officers, and a Board of Directors. The officers shall be elected in June of each year and shall serve from July 1st of that year until June 30th of the following year. The officers shall consist of; President, Vice President for Chapter Affairs, Vice President for Programs, Vice President for Special Activities, Vice President for Membership , Vice President for Government Affairs, Vice President for Information, Vice President of Education, and Treasurer.  

Section 2: Board of Directors. The Board of Directors shall consist of the Chapter officers, and up to five past Chapter presidents.  The President will appoint the past presidents and their term will be coincident with the term of the officers. The Board of Directors shall be the governing body for the Chapter and have oversight responsibility for the affairs of the Chapter. The Board of Directors shall meet monthly. A quorum will consist of 8 voting members. The board meetings will be open to active AFCEA NOVA Chapter members that choose to attend. .  

Section 3: Committees.   Committees are to conduct activities related to Chapter events with the specific responsibilities noted in Article V, Chapter roles and responsibilities.  Committees may be added or deleted as required to meet the needs of the Chapter.  

Section 4: Vacancies and Removal. A vacancy in the office of the President shall be filled by a Vice President selected by the Board of Directors. The President shall fill casual vacancies in the offices of the Vice Presidents, the Recording Secretary, and the Treasurer, by appointment, with the advice and consent of the Board of Directors. An officer so elected to fill a vacancy shall serve the unexpired term of the predecessor. The Board of Directors, by affirmative vote of majority of a quorum, may remove any officer or committee chairperson for cause.  

Section 5: Compensation. Members of the Chapter shall not receive compensation for their services, except as approved by the Board of Directors.  

ARTICLE V CHAPTER OFFICERS ROLES AND RESPONSIBILITIES

Section 1: President:  The President is the principal point of contact between the Chapter and its members, AFCEA International Headquarters, and the public at large. The President shall:  

a. Perform all duties usual to that office.  

b. Preside at all meetings of the membership and Board of Directors.  

c. Appoint all committee chairpersons with the advice and consent of the Board of Directors, be ex officio member of all Chapter committees and be responsible for general supervision of the Nominating Committee, Strategic Advisory Committee, and any special committees established by the President.  

d. Nominating: The Nominating Committee is responsible for presenting a slate of officers for approval at the June meeting. The Chairman of the Nominating Committee shall be appointed by the President and will be a Past President of the NOVA Chapter. Membership of the committee will be a minimum of four NOVA Chapter Past Presidents, but all NOVA Chapter Past Presidents who are active chapter members, as determined by the President and Past Presidents on the Board of Directors, are eligible to participate. The Chairman shall, with approval of the committee, present a slate of officers to the Chapter at the May meeting. Nominations may be made from the floor to the committee at any time prior to the June meeting. Officers shall be approved by the General Membership and installed in office at the close of the June meeting.

e. Strategic Planning: The Strategic Advisory Committee (SAC), under the general supervision of the President, shall provide for the general direction of the Chapter. The Chairman of the committee shall be appointed by the President from one of the Past Presidents of the NOVA Chapter. Membership of the committee will be a minimum of four NOVA Chapter Past Presidents, but all NOVA Chapter Past Presidents are eligible to participate. Other AFCEA NOVA members may be selected for the SAC base on their area of expertise.  The Committee will provide broad guidelines for the Chapter's activities for the future growth and development of the Chapter, taking into account AFCEA's mission and objectives, the environment expected during the period and resource considerations.  

f. Special Committees:  The President, with approval of the Board of Directors, shall appoint such other committees as are necessary, ensuring that they are not in conflict with other provisions of these bylaws. When establishing a special committee, the President shall prescribe its duties and specify its termination date, which will be no longer than the term of the President.  

At the request of the President any or all of the AFCEA NOVA Vice Presidents shall render the President such assistance as may be required, and shall act on behalf of the President, when the latter is unable to be present.

Section 2: Vice President for Chapter Affairs:  The Vice President for Chapter Affairs is the Chapter interface with Chapters Services at AFCEA International Headquarters. The Vice President for Chapter Affairs shall be an ex-officio member of the Finance and Awards Committees and is responsible for general supervision of these committees.

a. Awards: The Awards Committee, under the general supervision of the Vice President for Chapter Affairs, is constituted to review those persons who deserve special recognition for contributing to the goals, objectives, and general welfare of the Chapter and AFCEA. The Awards Committee shall interface with the AFCEA International Awards Committee, and shall meet as necessary to recommend to the President those Chapter members deserving of any of the awards authorized by AFCEA International Headquarters.

b. Finance: The Finance Committee, under the general supervision of the Vice President for Chapter Affairs, will act as an advisor to the Vice President for Chapter Affairs and Board of Directors on all financial matters and will make an annual audit of the Chapter accounts.  

Section 3: Vice President for Programs: The Vice President for Programs shall be an ex officio member of the Programs and Executive Roundtable Committees and is responsible for general supervision of these committees and shall be responsible for any head table guests at monthly meetings.  

a. Programs:  The Programs Committee, under the general supervision of the Vice President for Programs, is responsible for securing prominent guest speakers for Chapter meetings and shall coordinate all other Chapter official functions. The Programs Committee is also responsible for head table seating.  

b. Arrangements: The Arrangements Committee, under the general supervision of the Vice President for Programs, shall be responsible for planning and arrangement of all meetings of the general membership, and when required, the Board of Directors. Specific responsibilities include, but are not limited to, meeting site reservations and audiovisual support.

c. Reservations: The Reservations Committee, under the general supervision of the Vice President for Programs, shall be responsible for ensuring the membership has sufficient capacity for the monthly luncheons. The responsibility should include, but not be limited to, meeting reservations, registration and ticket disbursement.  

d. Executive Roundtable: The Executive Roundtable Committee, under the general supervision of the Vice President for Programs, shall be responsible for planning and arranging of each seminar or roundtable discussion to be held by the Chapter. The Board of Directors shall prescribe attendance of the roundtables. The immediate Past President is the Executive Roundtable Committee Chairperson.
 
Section 4: Vice President for Special Activities: The Vice President for Special Activities shall an ex officio member of all special event Committees the Chapter may deem necessary, and is responsible for general supervision of these committees.  

a. Black Tie Tribute to Our Nation’s Warriors Ball: The Black Tie Tribute to our Nation’s Warriors Ball committee under the general supervision of the Vice President for Special Activities shall be responsible for the planning and arrangement of the event. . Specific responsibilities include but are not limited to the site reservation, entertainment, registration and ticket distribution.  

b. Symposia (IT Days and other professionally focused events): The Symposia Committee, under the general supervision of the Vice President for Special Activities, shall be responsible for the planning and arrangement of the Technical Symposia. Specific responsibilities include but are not limited to sponsorships, site reservation, specific topic area, registration and ticket distribution.

c. Golf:  The Golf Committee under the general supervision of the Vice President for Special Activities shall be responsible for planning, coordinating, sponsorships, hosting, and running the annual event.  

d. Women in NOVA (WIN):  WIN, under the general supervision of the Vice President for Special Activities, shall be responsible for planning and arrangements of WIN focused diversity activities. Specific responsibilities include but are not limited to sponsorship, site reservation, specific topic areas for events and registration.

e. Small Business: The Small Business Committee, under the general supervision of the Vice President for Special Activities, shall be responsible for the planning and arrangement of Small Business focused activities and events.  Specific responsibilities include but are not limited to sponsorship, site reservation, specific topic areas for events and registration.

Section 5: Vice President for Membership: The Vice President for Membership shall an ex officio member of the Membership and Young AFCEAN Committee, and any other special Committee the
Chapter may deem necessary, and is responsible for general supervision of this or any other committee as determined. The Vice President for Membership Services shall be responsible for the maintenance of current membership records at all times, and is the Chapter interface with Membership at AFCEA International Headquarters.  

a. Membership. The Membership Committee, under the general supervision of the Vice President for Membership, is responsible for securing new members and retaining current members, both individual and corporate. The committee shall initiate and manage Chapter membership promotion programs and respond to those programs initiated by AFCEA International Headquarters. The committee shall review the monthly membership roster provided by AFCEA International Headquarters for follow up action on those members whose membership is about to expire. The Membership Committee shall maintain current membership records at all times.   The Membership Committee shall develop programs to welcome new individual and corporate members into the Chapter.

b. Young AFCEAN. The Young AFCEAN Committee, under the general supervision of the Vice President for Membership Services, shall be responsible for the coordination of programs, which will ensure the increase of membership of Young AFCEAN members who will develop and improve the effectiveness of the goal of AFCEA. The Committee will launch programs, which will attract and maintain Young AFCEAN members.  The Young AFCEAN Committee shall be chaired by the YAFCEAN President who will be nominated by the VP for Membership, and approved by the AFCEA NOVA Board of Directors.

Section 6: Vice President for Government Affairs:  The Vice President for Government Affairs shall be an ex officio member of the Government Liaison Committee and is responsible for the general supervision of these and any other committee as determined. The Vice President for Government Affairs has the responsibility for identifying and coordinating with appropriate liaisons in government organizations.  The Government Liaison Committee will coordinate, at a minimum, the annual Transition Event for retiring/transitioning military and government members and help promote the increase of military and government member participation at all events.
    
a. Government Liaison. The Government Liaison Committee, under the general supervision of the Vice President for Government Affairs, shall coordinate seating arrangements of Government guests for the monthly meetings and assure the attendance of Government guests.  The Government Liaison Committee shall be responsible for the planning and coordination, sponsorships, hosting, and running the annual Career Transition event.

Section 7: Vice President for Information:  The Vice President for Information is responsible for maintaining all Chapter records, reports, and minutes of Board of Director meetings, The Vice President for Information is the official correspondent for the Chapter and shall prepare for the president such reports as may be required. The Vice President for Information shall appoint a Recording Secretary to maintain the Chapter’s records, and the VP for Information shall serve as an ex officio member of the Marketing Committee and is responsible for the general supervision of this and any other committee as determined.

a. Recording Secretary (or Recorder) has the responsibility of maintaining accurate Chapter records, reports and minutes, and present them to the President and Board of Directors for review and approval.

b. Marketing. The Marketing Committee, under the general supervision of the Vice President for Information, shall publicize all Chapter activities through various trade, military, and public journals, as well as advertise through electronic, other PR outlets, or print media, and through social media. The Chairperson shall arrange for photographic coverage of meetings, symposia, and social events, as appropriate, and is the Chapter point of contact with the Editor of SIGNAL magazine.  

c. Historian. The Historian, under the general supervision of the Vice President for Information, is the primary focal point for recording all past events into the information base. The Historian will be a Past President of the Chapter. The Historian will make available at request mementoes, documents, etc. for presentation at appropriate meetings and events.  

Section 8: Vice President of Education:  The Vice President of Education, under the general supervision of the President, shall be responsible for working with the Board of Directors to develop priorities for funding the Chapter’s annual scholarships, grants, and donations in support of Science, Technology, Engineering and Mathematics (STEM), and other endeavors that the Chapter chooses to support.  The VP of Education shall build a budget submission to be submitted as part of the annual budget for the Board’s review and approval.  The VP of Education will be the primary interface with the AFCEA International Educational Foundation and other organizations interested in the Chapter’s support of their initiatives.  The VP of Education will also be an ex officio member of the Education Committee and is responsible for the supervision of their activities.

a. Education:  The Education Committee, under the general supervision of the Vice President of Education, shall interface with the Board of Directors of the AFCEA Educational Fund and shall promote and foster education in the disciplines supported by the AFCEA NOVA Chapter.  This includes but is not limited to; coordinating scholarship, grant and teaching tool activities; supporting Northern Virginia Science Fair activities; and other activities related to STEM.
 
b. Adopt a School:  The Adopt a School Committee, under the general supervision of the Vice President of Education, shall coordinate with local Northern Virginia elementary, middle, and high schools to ensure that they are aware of the financial and personnel resources available.

c. Scholarships:  The Scholarship Committee, under the general supervision of the Vice President of Education, shall coordinate the Chapter’s scholarship program.  The chapter may award as many named scholarships as voted on by the Board of Directors annually (i.e., for a special act or financial contribution).  One scholarship that shall be awarded annually is the “Chuck Corjay Scholarship,” awarded based on merit and military service.

Section 9 Treasurer: The Treasurer is responsible for gathering, disbursing, and managing the Chapter funds and is the custodian of Chapter reserves. The Treasurer is an ex officio member of the Finance Committee. The Treasurer shall receive and deposit all Chapter funds, disburse funds as authorized by the Chapter officers, prepare all financial reports, coordinate  and maintain all tax records required of the Chapter operating as a non-profit, tax exempt entity.
  
Section 10 George Mason University (GMU) Sub-Chapter: The GMU Sub-Chapter shall have a faculty member as an ex-officio representative on the Chapter board.  The GMU representative shall provide guidance for and oversee the GMU Sub-Chapter.  The representative will report on all Sub-Chapter activities and present updates and request to the board as required.   

ARTICLE VI MEETINGS

Section 1: General. Regular meetings shall normally be scheduled once each month from September through June. The Board of Directors may reduce the number of meetings.

Section 2: Meetings Notices. Notice shall be made available at least one week prior to regularly scheduled meetings, citing as a minimum, the date, time, place, and purpose of meeting.  

Section 3: Voting. Members may vote by proxy at meetings by providing written proxy authorization to another member. This proxy shall be valid for a period not to exceed 3 months. There is no limit to the number of proxy votes which may be cast at a meeting.  

ARTICLE VII – Parliamentary Authority

The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Chapter may adopt. The parliamentarian will be a current member of the Board of Directors and appointed by the president.

ARTICLE VIII DELEGATES

Section 1: General. The Chapter is entitled to send delegates to the annual AFCEA meeting held in conjunction with the AFCEA International event.  The Chapter President with the advice and concurrence of the Board of Directors shall appoint Chapter delegates.
 

ARTICLE IX AMENDMENTS  

Section 1: Amendments. Proposed amendments to these Bylaws shall be submitted to the entire membership one month before they are voted upon at a regular meeting, or may be included in the notice of such meetings if the notice is provided to each member. In order to be adopted, amendments must be approved by a majority of members present at a regularly scheduled meeting. Amendments, which have been adopted, shall become effective upon receipt of approval by AFCEA International Headquarters.  

ARTICLE X DISSOLUTION

Section 1: Dissolution. On dissolution of the NOVA Chapter, the Board of Directors shall, after paying or making provision for the payment of all liabilities and legal obligations, dispose of all the remaining Chapter assets by transferring such assets to an organization or organizations as the Board shall select which is organized exclusively for charitable, educational, or scientific purposes. Such an organization or organizations, at that time, shall qualify as tax exempt organization under applicable provisions and regulations of the Internal Revenue Code.

As amended effective:     January 2016 

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