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Governance - WADMC By-laws
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December 10, 2013


Article One



1.01.    Bylaws Purpose. These Bylaws shall constitute the Rules of Procedure adopted by the Williamsburg Area Destination Marketing Committee (hereinafter the "Committee) for the regulation and management of its affairs as amended on December 9, 2013.


1.02.    Committee Powers. The Committee shall have and may exercise the powers authorized in Virginia Code Section 58.1-3823(C), effective July 1, 2004, and as amended effective July 1, 2008, and as may be further amended by the General Assembly of Virginia.


Article Two

Offices and Agency


2.01.    Committee's Principal Place of Business.  The principal place of business of the Committee shall be located at 421 North Boundary Street, Williamsburg, Virginia 23185 or at such other place as the Chair of the Committee may from time to time designate.


2.02.    Members and Voting. The Committee shall be constituted as defined in Virginia Code Section 58.1-3823(C), as amended. 


Article Three

Committee Meetings


3.01.    When Regular and Annual Meetings are Held.  The Committee shall hold at least regular quarterly meetings including one annual meeting each calendar year.    Quarterly meeting dates for each year will be determined annually at the last meeting of the prior year. Meetings will be held on the third Monday of the scheduled meeting month at 4:30 p.m.  . . . or on some other date as near the date herein designated as may be convenient. Notice and place of each meeting shall be given to each member of the Committee at least five (5) calendar days before such meeting. Executive committee meetings shall be held the third Monday of the month prior to the quarterly meeting or as needed in absence of the full committee meeting. 


3.02.    Special Meetings.  Special meetings of the Committee shall be held whenever called by the Chair or at the request of a majority of Committee members. Notice and place of a special meeting shall be given to each member of the Committee at least five (5) calendar days prior to such meeting.


3.03.    Committee to Sit with Open Doors.  The Committee shall sit with open doors, and all persons conducting themselves in an orderly manner may attend the meetings. However, the Committee may hold closed meetings when necessary and as provided for by the Virginia Code and the Virginia Freedom of Information Act.


3.04.    Quorum and Method of Voting.  At any meeting a majority of Committee members shall constitute a quorum.  All actions taken by the Committee shall be determined by voice vote of a majority of the votes represented at a meeting at which a quorum is present, unless otherwise provided by law. The name of each Committee member voting and how he or she voted shall be recorded. The Committee has elected to not have a tie breaker as provided for by the Code of Virginia, and a tie vote on any motion shall be considered defeated as provided by Section 15.2-1420. Votes by proxy shall not be permitted.  The Committee shall act only as a committee, and the individual members shall have no power as such.


Article Four



4.01.    Election, Tenure,  At the annual meeting of the Committee, the members shall elect from its membership a Chair, Vice Chair and Secretary-Treasurer, each of whom shall serve for a term of one year commencing on January 1 of each calendar year and expiring the following December 31 or until their respective successor shall have been elected. Officers may be reelected at the discretion of the committee. In the case of the absence from any meeting of the Chair, the Vice Chair shall preside.  If both the Chair and Vice Chair are absent, the secretary-treasurer shall preside. The Chair, Vice Chair and Secretary-Treasurer shall comprise the executive committee of the Committee. The executive committee shall not have more than two Committee representatives of local government at any given time.


4.02.    Chair.  The Chair shall preside at all meetings of the Committee and is responsible for preparing the meeting agenda in consultation as needed with Committee members. The Chair may sign and execute all contracts or other obligations in the name of the Committee. The Chair shall perform such other duties as may be prescribed from time to time by the Committee.


4.03.    Vice Chair.  In the absence of the Chair or the Chair's inability to act or serve, the Vice Chair shall perform the duties and possess and exercise the powers of the Chair.


4.04.    Secretary-Treasurer.  The Secretary-Treasurer shall receive administrative support from the physical agent and maintain minutes of all meetings of the Committee, provide for the giving of all notices as are required by law or by these Bylaws, and generally performs all duties incident to the office of Secretary-Treasurer.

4.05.    Resignation of an Officer.  An officer may resign at any time by delivering notice to the Committee.  In the event of the resignation of the Chair, the Vice Chair shall assume the position of Chair until the next annual meeting and election of officers.  In the event of the vacancy of the Vice Chair or the Secretary-Treasurer, the Committee shall elect a successor to fill the unexpired term.


4.06.        Executive Committee.  The Executive Committee shall be authorized to act on matters of an urgent nature that arise between regular meetings of the Committee, subject to the policies and direction of the Committee.  The Secretary-Treasurer shall maintain a record of all proceedings of the Executive Committee.   The Executive Committee shall have at least one and not more than two Committee representatives of local government at any time.


4.07. Other Committees.  The Committee, by resolution duly adopted, may establish such other standing or special committees or subcommittees as it may deem advisable, consisting of not less than two members.  The members, terms, and authority of any such committees or subcommittees shall be set forth in the resolution establishing the same.


Article Five



5.01.        Modification of Bylaws.  The power to amend or repeal these Bylaws, insofar as is allowed by law, is vested solely in the Committee and may be accomplished only by a two-thirds (2/3) vote.


Article Six

Marketing Plan Development & Implementation 


6.01 The Committee will contract responsibility for development and implementation of marketing plans with the sole purpose of promoting overnight visits to the Williamsburg area.


6.02. In order for the contractor to plan and implement the Marketing functions, outside agencies may be engaged to support these activities.  The contractor will have sole responsibility for selection of these agencies.  The contractor will recommend the selection of outside agencies with rationale to the Committee for approval.  If the expenditure is not within the annual budget previously approved by the Committee, such expenditure will be approved by the Committee. 

6.03.    The Committee will retain approval authority of all Committee marketing plans consistent with Committee's purposes as stated in the legislation creating the Committee.

6.04.  The Committee will retain approval authority to fund the annual marketing plan.   The Committee's approval of the annual marketing plan empowers the contractor to make commitments consistent with the plan.


6.05. Contractor expenditures in support of the annual marketing plan will be authorized by the Committee’s annual marketing plan and  are intended to be within 10 percent of the approved annual budget. If the expenditures do not fall within these guidelines, the Committee Chairman and Treasurer must approve the expenditures. All checks in payment of WADMC annual marketing plan expenditures will be signed by the Committee Chair and Secretary-Treasurer.  In the absence of either the Chair or Secretary-Treasurer the Vice Chair will counter sign checks.


6.06. The contractor will work to focus area destination marketing in ways that will lead to coherent branding and marketing plan execution.


6.07. Committee and contractor will agree to a minimum of four marketing/campaign updates per year. Two of these meetings will be preparation and planning for the upcoming fiscal year.  The first meeting is an initial marketing strategy presentation on or about September that sets initial objectives and strategies and estimates funding levels for the upcoming fiscal year. At the second meeting, conducted no later than mid December, the contractor will present a full destination marketing plan and budget for the upcoming fiscal year.


6.08 As part of WADMC's annual audit, contractor expenditures on behalf of WADMC will be audited to ensure that all financials are properly authorized and executed consistent with statutory and contractual requirements.