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DLA Bylaws

ESTABLISHED – JULY 2012

Amended – February 2024

The DLA Foundation Bylaws, which dictate how the Foundation is governed, are as follows:

ARTICLE I – NAME AND LOCATION

The name of the corporation shall be DLA Foundation. The place in this state where the principal or registered office of the DLA Foundation, Incorporated (herein after the Foundation or Corporation) is to be located is Alexandria in the County of Fairfax, State of Virginia.

ARTICLE II – PURPOSE

The DLA Foundation is organized and operated exclusively for charitable purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future federal tax code. The DLA Foundation is a charitable organization aimed at providing services and programs related to scholarships, recognition, commemoration and transition of former and current DLA employees. The DLA Foundation will accomplish its mission by raising funds to provide these services and programs.

ARTICLE III – FISCAL YEAR

The fiscal year of the Foundation shall begin on the first day of January and end on the last day of December in each calendar year.

ARTICLE IV – AUTHORITY

The DLA Foundation has been authorized tax-exempt status by the IRS under Section 501(c)(3) of the federal tax code and operates as a “public charity” under Section 170 of the code. All gifts to the Foundation including bequests, legacies, and other devices are deductible for federal tax purposes under Code Sections 2055, 2016, and 2522. The Foundation shall not engage in any prohibited activity that will endanger or compromise its federal tax status.

ARTICLE V – MEMBERSHIP

Members of the Foundation include anyone who now or have been employed, as a civilian or military member, at the Defense Logistics Agency. As described in Code of Virginia Title 13.1, Chap 10, Section 837, members shall not have voting or other rights. The Board of Directors reserves the right to name other individuals as “honorary” members

ARTICLE VI – GOVERNANCE

Director Selection: The Foundation shall have no fewer than 9 voting directors. The Board of Directors (BoD) will have a prescribed term of office of 2 years. The Officers of the Board will also serve 2-year terms. The appointed Governance Chair will periodically, at minimum every 2 years, poll the Directors and Officers to:

  1. Ensure their continued interest in serving another term.
  2. Solicit any recommendations for new Directors or role changes and will make recommendations to the Foundation Chair.

Additionally, any Director may make recommendations at any time to the Chair for consideration by the BoD, as conditions warrant.

Directors are expected to support the Foundation by serving to lead or support standing committees as needed.

All changes to the Directors, including the Chair, shall be nominated by the Governance Chair to the Board of Directors. Election to the Board, re-election, or changes to the officers or other roles will be enacted upon the approval of 2/3 of the BoD members present.

ARTICLE VII – QUORUM

A quorum of the Foundation Board of Directors shall be a simple majority of the voting board members.

ARTICLE VIII – OFFICERS

Section 1 Officers: The officers of the nonprofit shall be a Chairman, a Vice Chairman, Secretary and Treasurer. Officers must be members of the Board of Directors and may not be related by blood, marriage, or reside in the same household.

Chairman of the Board shall preside over all meetings of the Board of Directors. The chair shall appoint the Governance Chair, and in coordination with the Governance Chair shall nominate officers and committee chairs. The chair shall otherwise exercise all powers and duties customary to that office.

Section 2 Vice Chairman: The Vice Chairman shall preside at all Board meetings in the absence of the Chairman and shall otherwise exercise in that capacity the duties of the Chairman.

Section 3 Secretary: The Secretary shall cause to be recorded the minutes of each meeting of the Board of Directors and shall affix a personal signature to such minutes prior to distribution. The Secretary shall also be responsible for Foundation communications and shall keep a record of official minutes and communications on file.

Section 4 Treasurer: The Treasurer shall be responsible to the Board of Directors for the financial operations of the Foundation. The Treasurer will review all program requirements, assess the financial conditions of the Foundation, and provide a report to the directors at each Board meeting. The Treasurer shall be responsible for maintaining the financial records of the Foundation, to include donations, disbursements, taxes and audits, and make financial information and records available to Board members and the public as required. The Treasurer will ensure that the nonprofit documentation for IRS is maintained as required in accordance with the applicable IRS tax code. The Treasurer will also conduct an audit at least every 3 years and present results to the Board of Directors.

Section 5 Other Officers: The Board of Directors may appoint other officers.

Section 6 Removal from Office: All officers, directors, and agents of the Foundation serve at the discretion of the Board of Directors and shall be subject to removal at any time by affirmative vote of a majority of Directors at a meeting at which a quorum is present and voting.

Section 7 Remuneration: 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 corporation 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 III hereof. No substantial part of the activities of the corporation shall be the 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, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 8 Reporting Requirements: The Board of Directors shall be responsible for complying with all reporting requirements of the nonprofit.

Section 9 Signatories: All drafts, bids, proposals, agreements, securities, deeds, leases, mortgages, notes, assignments, bills of sale, certificates, applications, and other corporate legal documents and legal forms shall be made or signed by the chair or the vice chair and at least two other officers or by such other persons as may be required periodically by the Board of Directors.

ARTICLE IX – MEETINGS

The Foundation Chair shall call meetings of the Board of Directors as required, at minimum semi-annually.

 

ARTICLE X – BOARD COMMITTEES

Section 1 Committees Defined: The Board of Directors shall establish committee chairs to oversee governance and programs of extended duration. These Chairs may establish committees of appropriate size to support them in carrying out their responsibilities. The BoD may also establish ad hoc working groups to address short-duration situations, projects, or activities.

Section 2 Non-board Committee Members: The Foundation Chairman may appoint non-board committee members with the provisions that (a) none may serve as a permanent committee chair, and (b) non-board committee members may not exceed in number voting members of the Board of Directors on any constituted committee. Non-board committee members may be extended voting status in permanent committee or ad hoc committee sessions.

Section 3 Committee Chairs:

Governance: The governance committee chair shall perform 2 primary functions, in support of which said Chair may establish a committee of appropriate size as deemed necessary:

  1. Continuous review of the Foundation’s bylaws, making recommended changes to the entire Board as the situation requires as well as reporting on adherence to the approved bylaws.
  2. Serve as a nominating committee for new Board members. A proposed slate of new directors will be presented at each annual Board meeting. Additionally, a list of potential Board members will be maintained to fill any vacancy should the case arise.

The Governance Chair may also assume responsibility for other governance functions as appropriate, as determined by the Foundation Chair and approved by the BoD.

 

Finance and Budget: The Treasurer shall serve as Finance and Budget Committee Chair. As Chair, the Treasurer shall be involved in all financial operations of the Foundation. The Chair shall perform 4 primary functions, in support of which said Chair may establish a committee as deemed necessary:

  1. Establishing the annual budget and tracking performance against budget
  2. Monitor and control of expenditures, to include conducting disbursement of scholarship monies;
  3. Management of tax and audit responsibilities;
  4. Investment of the Foundation’s funds, as directed by the BoD in the event that circumstances warrant.

 

The Finance and Budget Chair may also assume responsibility for other financial functions as appropriate, as determined by the Foundation Chair and approved by the BoD.

 

Fundraising: The fundraising committee chair shall perform 2 primary functions, in support of which said Chair may establish a committee of appropriate as deemed necessary.

  1. Oversee primary fundraising activities, to include planning and execution activities as needed.
  2. Accept or reject gifts offered to the Foundation.

The Fundraising Chair may also assume responsibility for other fundraising functions as appropriate, as determined by the Foundation Chair and approved by the BoD.

Communications: The Secretary shall serve as Communications Chair. The Chair shall be responsible for performing 2 primary functions, in support of which said Chair may establish a committee of appropriate size as deemed necessary:

  1. Internal and external communications of the Foundation
  2. Coordination with DLA stakeholders on messaging for key events
  3. Coordination with Social Media Chair on external messaging as needed

The Communications Chair may also assume responsibility for other communications functions as appropriate, as determined by the Foundation Chair and approved by the BoD.

Scholarships: The Scholarship Committee Chair shall perform 4 primary functions, in support of which said Chair may establish a committee of appropriate size as deemed necessary.

  1. Establish and sustain a process for soliciting scholarship applications
  2. Establish and sustain a process for evaluating, awarding and reporting on scholarships.
  3. Recruit, train and oversee a team of evaluators in addition to the standing committee.
  4. Execute the Scholarship program.

The Scholarship Chair may also assume responsibility for other scholarship functions as appropriate, as determined by the Foundation Chair and approved by the BoD.

Social Media: The Social Media Chair shall be responsible for performing 2 primary functions, in support of which said Chair may establish a committee of appropriate size as deemed necessary:

  1. Oversee the DLA Foundation website, to include managing/overseeing the activities of the contractor or other party engaged to administer the website.
  2. Post content to social media sites and website as needed, coordinating content with the other Committee Chairs.

The Social Media Chair may also assume responsibility for other social media functions as appropriate, as determined by the Foundation Chair and approved by the BoD.

Chapters: Chapters may be chartered and approved by the Board of Directors of the Foundation. As such, the DLA Foundation shall not be held liable for the programmatic activities or financial operations of the chapters other than to account for expenditures of funds provided to the Foundation by the chapters in support of the Foundation’s charitable endeavors.

ARTICLE XI – DISSOLUTION

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal 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 purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE XII – AMENDMENTS TO THESE BYLAWS

These bylaws may be amended by majority vote of an established quorum at any scheduled meeting of the Board of Directors or any meeting called specifically for such purpose, providing that the text of each amendment accompanies the notice of the meeting

ARTICLE XIII – CORPORATE SEAL

The seal of the Foundation, held in custody by the secretary, shall be in such form as the Board of Directors may from time to time determine. In the event that appropriate use of the seal is either inconvenient or impossible, the signature of the Foundation chair, followed by the word “Seal,” shall be deemed equivalent to the official seal of the Foundation.

ARTICLE XIV – RATIFICATION

In affixing my signature below, I hereby certify that as part of the acceptance process these by laws of the DLA Foundation were adopted unanimously by the Foundation Board of Directors.

A TRUE RECORD. ATTEST:

 

Mae DeVincentis
Incorporator