Articles of Incorporation
Virginia Association Of
Communication Arts & Sciences
(Incorporation and Constitution revision September, 1997)
Articles of Incorporation of the undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation pursuant to Chapter 10 of Title 13.1 of the Code of Virginia, do hereby certify:
The name of this organization shall be the VIRGINIA ASSOCIATION OF COMMUNICATION ARTS AND SCIENCES (VACAS), a non-profit organization. We study messages and the outcomes that result from human interactive processes involving the content and the relationship dimensions of sources, receivers, channels and contexts.
Said corporation is organized exclusively for educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future code.
The specific purpose of this association shall be to foster, encourage and assist in the practice and study of communication in the Commonwealth on Virginia on educational and professional levels.
In pursuit of this purpose, the Virginia Association of Communication Arts & Sciences shall:
(a) establish methods and media to facilitate and encourage communication among all persons and agencies concerned with communication in the Commonwealth;
(b) cooperate with appropriate state and federal agencies and with regional and national communication associations in promoting increased recognition and program development for the VA Association of Communication Arts & Sciences
(c) assist the State Board of Education and the State Council of Higher Education in developing and maintaining educational policies and standards relevant to both personnel and curricula, for the teaching of communication at all educational levels;
(d) promote and perpetuate the highest caliber of communication participation, teaching, and research at all levels within the Commonwealth.
Membership shall be open to all individuals or groups supporting the purposes of the Virginia Association of Communication Arts & Sciences and desiring to participate in the Association’s work and programs.
All individuals are welcome in this association, irrespective of their age, race, religion, national or ethnic background, sexual orientation or personal characteristics.
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporations shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Two hereof.
No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
There shall be seven (7) classes of membership in the Association:
(a) Individual: Any individual, professional or non-professional, desiring to participate in the Association’s work and programs;
(b) Student: Any individual, full-time student enrolled in a Virginia educational institution; public or private; elementary, secondary undergraduate or graduate;
(c) Organizational: Any group or agency in the Commonwealth supporting the purposes of the Association and desiring to support its work and programs;
(d) Honorary: Honorary membership shall be reserved by the Association for those individuals who have made significant contributions to the Association’s work and programs and are worthy of special merit. Honorary membership shall be granted only by the Board of Directors and such membership is lifetime;
(e) Patron: Any individual, professional or non-professional, desiring to participate in the Association’s work or programs who has an especially strong commitment to the Association and the profession;
(f) Life: Fifteen (15) years due in advance;
(g) Emeritus: Any individual, professional or non-professional, who accrues ten (10) years of continuous membership in the Association shall be granted, upon retirement from his/her profession/occupation, the status of Emeritus membership. This category shall include a subscription to the Virginia Journal of Communication and the VACAS Newsletter and membership at no cost.
Membership shall be annual, from October 1 to September 30. Notification for membership shall be sent to all members on or before September 1 by the Secretary-Treasurer. Non-members may apply for membership to the Secretary-Treasurer anytime during the year.
Section 4—Voting Rights
Each Regular Individual, Student Individual, Life, and Patron member is eligible to cast one (1) vote in elections held in any Division in which said member is affiliated. Organizational, Honorary, and Emeritus memberships shall not include the right to vote.
The corporation shall have its officers a President, a First Vice-President, a Second Vice-President, and a Secretary-Treasurer. In addition, members of the corporation shall elect chairpersons for each of the five divisions and four sections. The President shall appoint an Archivist. No officer of the corporation shall receive a salary for services to the corporation.
The First Vice-President, Second Vice-President, Secretary-Treasurer and the division and section chairpersons shall be elected by the membership and shall serve two-year terms.
Elections for First Vice-President, Second Vice-President and Secretary-Treasurer will occur in even-numbered years.
The office of the President will be assumed by the First-Vice-President at the end of the First Vice-President’s term. In the event that the First Vice-President is unwilling to serve as President, the membership will elect a President during the election of other officers.
Elections for division and section chairpersons will occur in odd-numbered years.
The Archivist will serve for two years and may be reappointed for subsequent terms by the President.
Section 3—Nominations and Elections
A nominating committee consisting of the President, First Vice-President, Second Vice-President, and Secretary-Treasurer shall elicit nominations from the membership of the Association to fill all the elective offices. At least fifteen (15) days prior to the annual meeting a list of nominees for each of those offices shall be submitted to the membership. Additional nominations may be made from the floor during the annual meeting prior to election. Balloting will be by any secret ballot during the regular business meeting.
The President shall:
(a) preside at all meetings of all the Association;
(b) maintain liaison with regional and national professional speech communication associations;
(c) appoint delegates or representatives to professional speech communication associations as necessary;
(d) serve as chairperson of the Board of Directors;
(e) with the advice of the Board of Directors, make all committee appointments for the Association-at-large, excepting the Board of Directors;
(f) with the advice of the Board of Directors, call any special meetings of the Association;
(g) initiate procedures to fill vacancies on the Board of Directors, should any occur;
(h) represent the Association to all agencies and organizations, state and national;
(i) appoint an Archivist for the Association.
The First Vice-President shall:
(a) preside at all meetings of the Association in the absence of the President;
(b) be responsible for the coordination of the annual meeting of the Association;
(c) assume the duties of the President, should that office become vacant;
(d) serve on the Board of Directors.
The Second Vice-President shall:
(a) preside at all meetings of the Association in the absence of the President and First Vice-President;
(b) coordinate special programs, standing committees, ad hoc committees, and the work of the divisions and sections;
(c) assume the duties of the First Vice-President, should that office become vacant;
(d) serve as editor of the VACAS newsletter;
(e) serve on the Board of Directors.
The Secretary-Treasurer shall:
(a) record the minutes of all business meetings of the Association and all meetings of the Board of Directors;
(b) act as financial agent for the Association;
(c) be responsible for notifying the membership of all meetings, nominations, votes, elections and whatever other information the President, and/or Board of Directors designate for dissemination to the membership;
(d) be responsible for publishing notices of VACAS conventions and call for papers for the VACAS Virginia Journal of Communication;
The division and Section Chairpersons shall:
(a) coordinate and implement plans and programs relevant to their particular divisions or sections;
(b) represent the views and concerns of their particular divisions or sections to the membership and the Board of Directors;
(c) serve on the Board of Directors.
The Archivist shall:
(a) collect, organize, store official documents of VACAS, including convention programs and publications;
(b) serve on the Board of Directors.
Except in the instances when a vacancy is filled by succession stipulated in the constitution of the Association, all vacancies will be filled by appointees of the Board of Directors. Those appointees will complete the term of office vacated by their predecessor.
ARTICLE V—BOARD OF DIRECTORS
The Board of Directors shall be composed of:
(a) the President
(b) the First Vice-President
(c) the Second Vice-President
(d) the Secretary-Treasurer
(e) each of the five (5) Division Chairpersons
(f) each of the four (4) Section Chairpersons
(g) the immediate Past President of VACAS
(h) the Editor of the Virginia Journal of Communication
(i) the Archivist
There shall be five (5) Divisions:
(a) Communication Education
(b) Debate and Forensics
(c) Interpersonal and Small Group Communication
(d) Mass Media
(e) Rhetoric and Communication Theory
Each Division shall be constituted by those members active or concerned with the activities of that Division. Division chairpersons are responsible for organizing a program to be presented at the annual convention.
There shall be four (4) Sections:
(a) Elementary and Secondary
(b) Two-Year College
(c) Four-Year and Graduate College/University
(d) Undergraduate Education
Each Section shall be constituted by those members active or concerned with the activities of that Section. Section chairpersons are responsible for organizing a program to be presented at the annual convention. Section chairpersons will also conduct an annual membership drive targeted toward the population that their Section represents.
Section 1—Annual Meetings
The annual meeting of the Association shall be determined by the Board of Directors. The time and place of the annual meeting is to be announced at each annual meeting.
Section 2—Special Meetings
Special meetings may be called by the Board of Directors, or by the general membership at the annual meetings. Attempts shall be made to hold meetings in various areas of the state.
A meeting to conduct the business of the Association will be held annually. Additional meetings may be scheduled at the discretion of the President and the Board of Directors. Notifications of all meetings of the Virginia Association of Communication Arts & Sciences will be sent in writing by the Secretary-Treasurer to all members at least thirty (30) days prior to such meetings. A quorum for the annual business meeting shall be constituted by those members present who are in good standing.
Standing Committees shall be established by the Board of Directors. The members of these committees will be appointed by the President from the membership for a one-year term. The charges to these committees will be developed by the Board of Directors. Ad hoc committees may be proposed by any member and must be approved by the Board of Directors. The President may appoint members to such committees for periods of time determined by the charge to each committee.
Upon the dissolution of the corporation, assets shall be distributed for once or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposed or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE XI—AMENDING PROCEDURE
Amendments to this Constitution may be proposed by any five (5) members of the Association who are in good standing. The proposed amendment must be circulated by mail to all members on the Association’s current mailing list at least thirty (30) days, but not more than ninety (90) days, before the annual meeting at which the amendment will be proposed. Adoption of the proposed amendment shall be a two-thirds majority of the members present and voting at the annual meeting.
ARTICLE XII—PARLIAMENTARY AUTHORITY
The parliamentary authority of this Association shall be Roberts Rules of Order Revised, except that any provisions of this constitution shall take precedence.
By-laws may be adopted by simple majority of members present and voting at any regularly scheduled meeting.
(a) Individual $15.00
(b) Student $10.00
(c) Organizational $25.00
(d) Patron $20.00
(e) Life Fifteen years dues in advance
2. TEACHER OF THE YEAR AWARD
An honor to be known as the Virginia Secondary School Speech Communication Teacher of the Year will be given annually by the VACAS to teacher in the Commonwealth of Virginia. This award will recognize a person who meets the following criteria:
(a) the nominee is certified to teach speech communication in a secondary school in the Commonwealth of Virginia and is currently teaching a course generally included in the speech communication discipline;
(b) the nominee engages in an active program in the speech communication discipline;
(c) the nominee has been judged an effective teacher by his/her superiors, peers and students;
(d) the nominee generates favorable publicity for the program he/she has developed.
Any principal, assistant principal, department chairperson or other school official may nominate a secondary school teacher to receive this award. Nominations will be made in the Spring of each year with the intention that the award will be presented at the annual convention. The recipient will be selected by a committee of three (3). As appointed by the President.
- 3. DISTINGUISHED COMMUNICATOR AWARD
An honor to be known as the Distinguished Communicator Award shall be given annually by the Virginia Association of Communication Arts & Sciences to a resident or an organization of the Commonwealth of Virginia. This award will recognize a person who, or an organization which, has fostered, encouraged, or facilitated free and responsible communication on professional, educational, or humanitarian levels.
The recipient will serve as exemplar of peaceful and articulate expression by any appropriate means of communication.
Any member of VACAS may nominate a person or organization to receive the award. Nominations should be submitted in writing in the spring of each year with the intention that the award will be presented at the annual convention. Nominations should relate the accomplishments or qualifications of the proposed recipient. The recipient will be selected from among the nominees by either a committee appointed by the President or by the Board of Directors sitting as a whole.
- 4. DISTINGUISHED SERVICE AWARD
An honor to be known as the Distinguished Service Award may be given by the Association to any current or former member of VACAS who has served VACAS with distinction.
Any member of VACAS may nominate any current or former member to receive this award at any time during the year. Nominations should relate the accomplishments or qualifications of the proposed recipient. The recipient will be selected from among the nominees by the Board of Directors sitting as a whole.
- 5. THE VIRGINIA JOURNAL OF COMMUNICATION
A publication to be known as the Virginia Journal of Communication will be published annually by the Virginia Association of Communication Arts & Sciences. This journal will be committed to publishing worthy manuscripts submitted by teachers, students, researchers and other scholars in any area of communication.
Any member of VACAs may serve as editor of the Journal. The editor will be selected by either a committee appointed by the President or by the Board of Directors sitting as a whole. The editor will serve one two-year term without succession.
The member’s of the Journal’s Editorial Board will be selected by the editor. These Editorial Board members ideally should represent the diverse educational institutions and levels as well as a geographical spread.
- 6. SPEECH COMMUNICATION CHAIRPERSONS MEETING
An annual meeting of speech communication chairpersons in Virginia’s two-year and four-year colleges and universities shall be held in conjunction with the VACAS annual convention.
Responsibility for coordinating the meeting will be assumed by the Four-Year and Graduate College/University Section chairperson.