DRAFT PROPOSED AMENDMENTS OF BY-LAWS OF

VIETNAM VETERANS OF AMERICA, BIG BEND CHAPTER 96, INC.

ARTICLE I - OFFICE

The principal office of Vietnam Veterans of America, Big Bend Chapter 96, Inc., hereinafter referred to as the “Chapter” shall be located at an address in the state of Florida to be designated by the Chapter, and it may be the residence of an officer.

ARTICLE II - PURPOSES

The purposes of the cChapter as detailed in its articles of incorporation are:

(a) To help foster, encourage and promote the improvement of the condition of the Vietnam Veteran.

(b) To promote physical and cultural improvement, growth and development, self-respect, self-confidence and usefulness of Vietnam-era Veterans and others.

(c) To eliminate discrimination suffered by Vietnam Veterans and to develop channels of communication which will assist Vietnam Veterans to maximize self-realization and enrichment of their lives and enhance life-fulfillment.

(d) To study on a non-partisan basis proposed legislation, or rules, or regulations introduced in any federal, state or local legislative or administrative body which may affect the social, economic, educational or physical welfare of the Vietnam-era Veteran or others; and to develop public policy proposals designed to improve the quality of life of the Vietnam-era Veterans and others, especially in the areas of employment, education, training, and health.

(e) To conduct and publish research on a non-partisan basis, pertaining to the relationship between Vietnam-era Veterans and the American society, the Vietnam War experience, the role of the United States in securing peaceful co-existence for the world community and other matters which affect the social, economic, educational, or physical welfare of the Vietnam-era Veteran or others.

(f) To assist disabled and needy War Veterans including, but not limited to, the Vietnam Veterans, and their dependents, and the widows and orphans of deceased Veterans.

ARTICLE III - MEMBERSHIP

Section 1.  Classes and Dues.  There shall be three one classes of members of the Chapter: individual, national organization, and associate.  The requirements for Chapter individual membership shall be the same as those requirements set forth for membership in the VVA Vietnam Veterans of America, Inc., hereinafter referred to as "VVA" or “VVA National”.

(a) Individual members of the Chapter shall be persons (i) who are individual members in good standing of Vietnam Veterans of America, Inc., ("VVA"or "the National Member") and (ii) who pay in advance the annual chapter membership dues in such amount as determined from time to time by VVA National the Chapter except for any person or class of persons whose dues are waived by VVA National, which waiver shall also act as waiver of Chapter dues. The Chapter may adopt rules and guidelines under which Chapter dues may be waived for other persons or classes of persons in situations deemed appropriate; but VVA National and VVA Florida State Council (hereinafter referred to as “State Council”) dues shall be paid by or for such persons.

(b) Individual membership in the Chapter is open to any veteran of the military service of the United States of America who served on active duty during the dates established by federal law for the Vietnam War period from August 5, 1964, to May 7, 1975, or in the Indochina Theater irrespective of time of service, paying in advance annual dues set by the VVA National Member and the Chapter, and conforming to, and complying with, the VVA National Constitution, rules of the VVA National Member, and bylaws and rules of the Chapter now or hereafter in effect.  Individual members shall file with the Chapter Secretary, their DD Form 214, or other proof of qualification for membership.

(b)  The National Member shall be VVA.

(c) Associate members shall be persons who are associate members in good standing of VVA, and who are accepted as associate members of the Chapter.  Associate members shall not have the right to vote nor shall they be eligible to hold an elective position or be elected or appointed as a voting delegate to the State Council or National Convention.  The Chapter shall have the right not to accept associate members.

(d) (c) Failure of any member to maintain membership in good standing in VVA National shall automatically result in the termination of said member’s such person's membership in the Chapter.

Section 2.  Voting Rights.

(a) Each individual member shall be entitled to one vote on each matter submitted to a vote of the members, as set forth in the rules and regulations of VVA, as shall be adopted by the National Board of Directors.

(b) The National Member shall have the right to vote on each matter submitted to a vote of the members relating to (i) the amendment of the Articles of Incorporation or Bylaws of the Chapter, (ii) a liquidation, dissolution, merger or consolidation involving the Chapter and (iii) the sale, exchange, mortgage, pledge, or other disposition of all, or substantially all, the assets and property of the Chapter.  The affirmative vote of the National Member shall be necessary to decide any matter upon which the National Member is entitled to vote.  The Board of Directors may not take any unilateral action on any matter on which the National member is entitled to vote.

ARTICLE IV - MEETINGS OF MEMBERS

Section 1.  Regular Meetings.  Regular meetings of the Chapter shall be held on such date as shall be determined by the Board of Directors of the Chapter and announced to the individual members at a Chapter meeting or by a notice to the members at least ten (10) days prior to the meeting.

Section 2.  Annual Meetings.  The annual meeting of the members of the Chapter shall be held in April of each year on a day and at a time and place to be determined by the Board of Directors of the Chapter, for the purpose of electing Officers each for a one-(1) or two-(2)-year terms as determined by the Chapter; Nominating Committee members each for one-(1), or two-(2) year terms as determined by the Chapter; Directors each for one-(1), or two-(2), or three-(3) year terms as determined by the Chapter; State Council delegates who shall be elected for terms of two (2) years at annual meetings occurring in each even-numbered year; and for the transaction of such other business as may properly come before the meeting.

Section 3.  Special Meetings.  Special meetings of the members may be called at any time by the President, and shall be called by the President or the Secretary at the written request of a majority of the Board of Directors or of the members in good standing.  A special meeting may also be called by the President of the Corporation or the chairperson of the State Council of the state in which the Chapter is located.

Section 4.  Place of Meetings.  All meetings of the members shall be held at the principal offices of the Chapter, or at such other place as the Board of Directors may select and designate in the notice of such meeting.

Section 5.  Notice of Meetings.  Notice of the annual meeting and special meetings specifying the purpose for which such meeting is called, the date, time, and place it is to be held, shall be delivered either personally or by mail to each member entitled to vote at such meeting at least than ten (10) days before any special meeting and not less than thirty (30) nor more than fifty (50) days before any annual meeting.  Notice shall be sent to the National Member at its office in Washington, D.C., for all meetings where the purpose for which the meeting is called is a matter upon which the National Member is entitled to vote in accordance with Article III, Section 2 of the By-Laws and for any meeting called after the Chapter has been suspended or its status revoked in accordance with Article XVI of these By-Laws.

Section 6.  Quorum.  The presence in person of 10 percent, in person, of the individual members entitled to vote at any meeting shall constitute a quorum for the transaction of any business, provided, however, that the presence in person of 25 15 percent of the members entitled to vote at an annual meeting shall constitute a quorum for the transaction of any business at said annual meeting.  The State Council may modify such quorum requirements in the event that the members of the Chapter requesting such modification are regularly unable to attend meetings because of incarceration.

Section 7.  Voting.

(a) Except as otherwise provided in these By-Laws, or the VVA National Constitution, the vote of a majority of the individual members present and entitled to vote on a matter at a meeting at which a quorum is present shall be necessary for the adoption thereof.

(b) Each individual member shall be entitled to only one vote on all business submitted to the membership for a vote, and may vote only in person at a meeting in a manner designated by the Board of Directors, and shall not cumulate election votes.  The National Member may vote in person or by written proxy.  Such proxy shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Chapter. 

ARTICLE V - BOARD OF DIRECTORS

 Section 1.  Number, Election and Term of Office.

(a) The number of Directors of the Chapter, including the Officers listed in (b) below, shall consist of not less than five (5) nor more than fifteen (15) twenty (20), and the exact number shall be determined by the Board of Directors, subject to approval by the members of the Chapter. The Board of Directors shall consist of the elected officers plus at least two (2) directors elected from the membership.

(b) The following Officers shall be Directors for a term coterminous with their respective terms of office: President, Vice Presidents, Secretary, and Treasurer, and such other oOfficers as have been authorized and elected by the Chapter, shall be members of the Board of Directors; and their terms of directorship shall be coterminous with that of the office that they hold.

(c) The Directors shall be elected from among the individual members in good standing of the Chapter by the vote of the members present, in person, and entitled to vote at the annual meeting of the members, or as herein after provided.  Each such Director shall hold office for a one-(1), two-(2) or three-(3) year term, as determined by the Chapter, until the next annual meeting and until his or her successor is elected and has qualified.  A director may succeed himself or herself any number of times.

Section 2.  Duties and Powers.  The Board of Directors of the Chapter shall be responsible for the control and management of the affairs, property and interests of the Chapter; for keeping the VVA National Member advised of all activities of the Chapter; for complying with all reporting requirements established by the VVA National Member Constitution, the rules, resolutions, or directives of VVA National or by any local, state or fFederal law; and for guiding and administering the Chapter so that the various provisions of the Articles of Incorporation, including the purposes for which the Chapter was organized set forth therein, are complied with purposes, principles, and goals of VVA National, as set forth in its Certificate of Incorporation, and the rules, resolutions, and directives of VVA National are followed; and for making recommendations suggestions and suggesting recommending programs.

Section 3.  Annual Meetings.  The Board of Directors shall meet immediately prior to the annual meeting of the Chapter members; and said meeting shall be considered to be the annual meeting of the Board of Directors.

Section 4.  Other Meetings.  Meetings of the Board shall be held at least four times each year inclusive of the annual meeting as scheduled, or when called by the President of the Chapter or by one-third of the Directors, at such time and place as may be specified in the notice thereof.  The President of the Corporation or the President Chairperson of the State Council may call a meeting of the Chapter when he or she deems such to be in the best interest of VVA.

Section 5.  Notice.  Notice of any meeting of the Board of Directors shall be given at least five (5) days prior thereto by written notice delivered personally or sent by mail or telegram to each Director at his or her address as it appears on the records of the Chapter.  Such notice shall be deemed to be delivered when mailed or delivered for telegraphic transmittal. Any Director may waive notice of any meeting, in the manner hereinafter prescribed.  The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express and stated purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 6.  Quorum and Voting.  A quorum of the Board of Directors shall be two-thirds of the whole number of the Board of Directors or that number greater than two-thirds which is closest to two-thirds when the number of Directors is not divisible by three.  The act of a majority of the Directors present at any duly constituted meeting at which there is a quorum present shall be the act of the Board of Directors, except as otherwise provided by law; by the VVA National Constitution, or the rules, procedures, or directives of VVA National; or by these By-Laws. No Director shall be deemed present for quorum or voting purposes by communication means such as otherwise would be allowed by Section 617.0820, Florida Statutes; but action may taken without meeting using written consents as described in Section 617.0821, Florida Statutes.

Section 7.  Vacancies.  Any vacancy occurring in the Board of Directors or in the position of State Council Delegate due to death, resignation, refusal or inability to serve, shall be filled, for the unexpired portion of the term, by a majority vote of the full number of remaining Directors though less than a quorum.

Section 8.  Absence from Meetings.  Any member of the Board of Directors who shall be absent from three Board meetings without adequate notice and excuse acceptable to the Board, shall be deemed to have resigned from the Board.

Section 9. AVVA Liaison. After recommendation from the local members of the Associates of Vietnam Veterans of America, Inc. (AVVA), the chapter should seat a Liaison on the Chapter Board of Directors, who shall serve as a non-voting Special Advisor to the Chapter Board of Directors on matters of particular concern to AVVA members.

ARTICLE VI - OFFICERS

Section 1.  Officers.  The officers of the Chapter shall be a President, one or more Vice-Presidents, a Secretary, a Treasurer, or Secretary/Treasurer and such other Officers as the Board may, from time to time, deem advisable.

Section 2.  Election, Term and Vacancies.  The Officers of the Chapter shall be elected by the members at the annual meeting of members.  The Officers shall hold office for a term of one (1) year, unless the Chapter, by resolution of the membership taken at least sixty (60) days prior to the election, shall have determined that all such officers shall serve for a term of two (2) years.  Each Officer shall hold office until his or her successor is elected and has qualified.  An Officer may succeed himself or herself any number of times.  A vacancy in any office due to death, resignation, refusal or inability to serve, shall be filled for the unexpired term thereof by the Board of Directors, subject to the approval of the members at the next meeting, except that a vacancy in the office of President shall be filled for the unexpired term thereof as specified in Section 4 of this Article VI.

Section 3.  President.  The President shall be the chief executive officer of the Chapter and, subject to the direction of the Board of Directors, shall supervise and control all of the business affairs and property of the Chapter and shall see that all orders and resolutions of the Board are carried into effect. The President shall preside at all meetings of the members and of the Board and shall appoint all chairpersons of committees, except the Chairperson of the Nominating Committee.

Section 4.  Vice-President.  In the absence of the President or in the event of his or her inability or refusal to act, the Vice-President (or, in the event there be more than one (1) Vice-President, the Vice-Presidents in the order designated) shall perform the duties of the President, and, when so acting, shall have all the powers of, and be subject to, all the restrictions upon the President.  The Vice-Presidents shall perform such other duties and have such other powers as the Board may from time to time prescribe.  In the event of the death, removal, or resignation of the President, the Vice President shall assume the position of President for the remainder of his or her term.

Section 5.  Secretary.  The Secretary shall record all the proceedings of the meetings of the Board and of the members in a book to be kept for that purpose, and shall perform like duties for the Executive Committee when required.  He or she shall give, or cause to be given, notice of all meetings for which notice is required by the VVA National Constitution or these By-Laws and shall operate under the supervision of, and perform such other duties as may be prescribed by, the Board or the President.  In the event of a conflict, the Secretary shall act pursuant to the instructions of the Board.  The secretary shall obtain and shall have custody of a corporate seal for the Chapter if required by law.  The Secretary or an Assistant Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary or such Assistant Secretary.  The Board may give general authority to any other Officer to affix the seal of the Chapter and to attest the fixing by his or her signature.  The Secretary shall be responsible for the safe-keeping of all Forms DD214 or other acceptable proof of military service tendered to him or her by any member.  He or she shall forward to the VVA National Member a copy of said form for each duly elected officer, and for each duly elected director.

The Assistant Secretary, if there be one, shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

Section 6.  Treasurer.  The Treasurer shall have charge and custody of all funds and securities of the Chapter and all funds or securities in any way generated, collected or obtained in connection with Chapter activities; and the Treasurer shall be responsible for such funds and securities and the receipt and disbursement thereof.  He or she shall keep full and accurate accounts of receipts and disbursements in books belonging to the Chapter and shall deposit all monies moneys and other valuable effects in the name of and to the credit of the Chapter in such depositories as may be designated by the Board.

The Treasurer shall disburse the funds of the Chapter as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the President and the Board at its annual meeting, or when the Board, the President, or the VVA National Member so requires, an accounting of all transactions as Treasurer, of the financial condition of the Chapter, in compliance with local, state, and federal regulations. and a full financial report, based on the books and the accounts audited annually by a certified or other public accountant or an auditing committee.

The Assistant Treasurer, if there be one, shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties and have such other powers as the Board may from time to time prescribe.

Section 7.  Checks and Bond.  The President, Vice-President, Treasurer or any other officer designated by the Board, shall be authorized to sign checks and drafts.  Any officer so authorized shall obtain a Fidelity bond or other surety for the faithful discharge of the above duties in such sum and with such surety as the Board may determine, the expense of which shall be a charge to the Chapter.; provided that a A bond may be dispensed with by the Board of Directors of the National Member, for any such officer upon the his or her written request of the officer of whom bonding is required, and their written consent thereto to the VVA National Board of Directors and its consent thereto.

ARTICLE VII - COMMITTEES

Section 1.  Nominating Committee; Nominations.  The Nominating Committee shall consist of at least three (3) members elected by the membership at the annual meeting, one of which must serve as committee chair.  The Committee shall prepare a slate of candidates for all positions of Officers and Directors and submit the list for consideration by the Chapter members one (1) month at least thirty (30) days prior to the election.  Additional persons may be nominated by any member at the annual meeting.  Any person nominated by the Nominating Committee or otherwise shall immediately submit a copy of his or her Form DD214 demonstrating Vietnam era active duty U.S. military service or other acceptable forms evidence of eligibility for office, or other acceptable forms of proof of military service to the Secretary, and shall not be entitled to be considered for election until such act is accomplished.  The method of nominating the Committee members is determined by the Chapter.  Election of the committee Chairperson may be by the Committee members themselves soon after the election, or by the Chapter membership when the Nominating Committee is elected.

Section 2.  Executive Committee and Committees of Directors. The Board may appoint an Executive Committee and such other Ccommittees of Directors as may be required.  Such committees shall consist of three (3) or more Directors, shall have such powers as the Board shall set forth in the resolutions establishing creating such committees and shall make recommendations to the Board and perform such other services as the Board may require, but they shall not have authority to modify any action taken by the Board.

Section 3.  Standing and Other Committees.  The President may establish standing committees as defined in the VVA National Constitution. The chairpersons of these committees shall be appointed by the President. The members of the committees shall be appointed by the chairperson from members of the Chapter. Non-voting Special Advisors may be appointed to all committees from among qualified citizens. shall appoint from the individual or associate members the Chairpersons of eight (8) standing committees: Membership Affairs, Public Affairs, Governmental Affairs, Veterans Affairs, Community Services, Economic Affairs, Minority Affairs, and Constitution, and such other special Committees as the President deems desirable.  The members of such Committees shall be individual and associate members of the Chapter, but need not be Officers or Directors, appointed by the Chairperson of such Committee.

(a) The Membership Affairs Committee shall receive and approve applications from individuals and others wishing to become members of the Chapter and shall be alert to build then membership of VVA and the Chapter by pointing out the advantages and services available to members.  The Membership Affairs Committee shall also establish procedures by which an individual member's status as a veteran may be authenticated.  Such procedures shall be in accordance with guidelines promulgated by the National Member.

(b)  The Public Affairs Committee shall act as a liaison between the various Committees of the Chapter and the news media and it shall publicize in the community the purposes, goals, role, activities, and projects of VVA.

(c) The Governmental Affairs Committee shall seek through a program of education, to improve the social, economic, and educational well-being and physical welfare of the Vietnam-era Veteran and other persons through the legislative process at the local, state, and federal level.  The Committee shall monitor legislative activities and represent the opinion of the Chapter membership at public hearings and with public officials.

(d) The Veterans Affairs Committee shall present Chapter programs related to a variety of subjects and special interests.  The Committee should coordinate its activities closely with the President, other Officers and Committee Chairpersons.

(e) The Community Services Committee shall identify essential social needs related to Vietnam-era Veterans, their families, and others, and projects in the community related thereto, and shall stimulate appropriate Chapter involvement of resources to meet the needs or assist the projects.

(f) The Economic Affairs Committee shall develop programs of awareness on the part of the economic and employment sector of the needs of veterans in employment and business, and shall seek to improve the economic well being of veterans through such programs.

(g) The Minority Affairs Committee shall identify and develop programs of awareness of and programs of interest to minority veterans of the Vietnam Veterans of America, and shall seek to expand the membership of minorities in the Vietnam Veterans of America.  The Committee shall coordinate its activities closely with the President, other Officers, and Committee Chairpersons.

(h) The Constitution Committee shall serve to advise the Board of Directors as to matters of interpretation of the provisions of the Constitution and these Bylaws, in accordance with guidelines and determinations of the Corporation.

Section 4.  Term.

The terms of the Ccommittee Cchairpersons and members of the Ccommittees shall be as follows:

(a)  The members of the Nominating Committee shall be elected to serve a one-(1) or two-(2) year term of office until their successors are elected and have qualified.

(b)  The members of the Executive Committee and other committees of Directors shall serve for such terms, not to exceed the member's term of office as a Director, as shall be determined by the Board of Directors.

(c)  The members of the Sstanding and other Ccommittees shall serve for a term terminating at the annual meeting of members when the term of the President who appointed the Cchairperson of the respective Ccommittees terminates.

(d) Any member of any committee may be reelected or reappointed to additional terms, so as long as such member continues to qualify as a member of such committee the individual remains a member in good standing of VVA.

(e)  The Board of Directors, by vote of a majority of its members and notwithstanding the provisions of Section 6 of Article V, may remove the chairperson of any committee, including the Nominating Committee, for cause, in accordance with provisions of the VVA National Constitution; or and the rules, procedures, and directives of the VVA National member.

(f) The President of the Chapter shall, after consultation with the Chapter Associate Members and the approval of the Board of Directors, appoint an Associate Member Liaison, who shall be a

non-voting member of the Board of Directors, and who shall serve to advise the President and the Board of Directors as to matters of particular concern to associate members.

ARTICLE VIII - FINANCE

Subject to the provisions of the VVA National Constitution and the rules, resolutions, and procedures of the VVA National Member, the Chapter shall have the power to raise funds as are necessary to its operation in such manner as the Chapter deems appropriate.

ARTICLE IX – ELECTION RESULTS

The Chapter shall submit the election results and a report of committee chairpersons to both the State Council and National Membership Department not later than sixty (60) days after the Chapter elections. Notwithstanding any other provision of the VVA National Constitution or the National Disciplinary Policy, the Charter of any Chapter that fails to file its election report within the period specified herein shall be automatically suspended upon written notice of suspension to the appropriate State Council and the National Board of Directors. In such cases, no charges shall be required under the National Disciplinary Policy for such suspension to be effective. Written notice of such suspension shall be sent to the Chapter at it last known address.

Such suspension shall continue until (1) the Chapter shall file its election report for the election year which caused the suspension; or (2) the Board of Directors of the Corporation shall relieve the Chapter of the responsibility for the filing of such report for the election year in question; or (3) the Charter of such Chapter shall be thereafter revoked upon the filing of charges under the National Disciplinary Policy.

ARTICLE IX X - FISCAL YEAR

The fiscal year of each Chapter shall commence on the first day of March and end on the last day of February, each year.

ARTICLE X XI - SEAL

The Chapter shall provide a corporate seal, if required by law, which shall be in the form of a circle and shall have inserted thereon the name of the Chapter, and the state and year of incorporation.

ARTICLE XI XII - WAIVER OF NOTICE

 Whenever any notice is required to be given pursuant to the Articles of Incorporation of VVA National or of the Chapter, or by the VVA National Constitution or the rules and procedures of the VVA National, a waiver thereof in writing, signed by the person entitled to such notice, executed at any time, shall be deemed the equivalent of giving such notice.

ARTICLE XII - DISCIPLINE

A.  The discipline of a Chapter member shall be the primary responsibility of the Board of Directors of the Chapter.  The Chapter may, for good cause shown, suspend or revoke the Chapter membership of a member, or impose other sanctions it deems appropriate.  A Chapter may also petition, through resolution of its Board of Directors, the National Member, to impose sanctions against a member whom the Chapter has brought charges according to the procedures of the National Member, and which has sustained the charges, upon completion of the procedures mentioned heretofore.

B.  No sanction imposed by the Chapter upon a member as a result of charges having been brought and sustained after a hearing shall be so harsh as to constitute cruel or unusual punishment, or disproportionate to the nature of the offense.

C.  The suspension or revocation of the right to hold office in the Chapter, or the imposition of any sanction against any member, of the Chapter shall be in accordance with a uniform code of procedures adopted by the National Member.  Such code shall provide for adequate protections of the rights of the accused party to a fair hearing, representation by counsel or a member of his or her choosing, to appeal an adverse determination before appropriate Committees of the Corporation or otherwise, to present evidence on his or her behalf, and to confront his or her accusers. All charges against a member must be in writing, signed by the accusing part, and specifying the provisions of the VVA Constitution or the rule or directive of the National member alleged to have been violated.  No member shall suffer any sanction unless he or she has first been provided the opportunity for a fair hearing pursuant to the code of procedure adopted by the Board of Directors of the National Member.

ARTICLE XIII - PRECEDENCE

The articles of incorporation and bylaws of the Chapter are subordinate to the VVA National Constitution of the National Member and shall not be interpreted by the Chapter contrary thereto.  Upon adoption of any amendment of the VVA National Constitution which contradicts any portion of the articles of incorporation of the Chapter or these bylaws, the requirements of the National Constitution shall take precedence.  Any provisions of the articles of incorporation or bylaws of the Chapter which are contrary to the National Constitution are null and void and the Chapter shall promptly remove them from the articles of incorporation or bylaws by amendment; however provisions of the articles of incorporation or bylaws of the Chapter which are not in conflict with the National Constitution, shall not be affected.

ARTICLE XIV - CHAPTER RESTRICTIONS

VVA and the Chapter are, and are intended to remain, independent organizations devoted to furthering the interests of Vietnam-era veterans and to carrying out the purposes set forth in Article II of these VVA Chapter By-Laws.  The Chapter's activities shall be conducted with the utmost observance of ethical standards and propriety of conduct.  The Chapter shall not, without the express written permission of VVA or affected State Councils or Chapters where such fund-raising activities conflict with VVA, State Councils, or Chapters: (a) independently arrange for, endorse, or offer to Chapter members or others, the sale of any commodities bearing the logo or name of the National Member unless the products clearly identify the Chapter or State Council marketing the product; nor (b) maintain fund-raising programs involving (i) direct mail, (ii) telephone solicitation, (iii) workplace donations through payroll deduction, or (iv) regular and continuous sale of alcoholic beverages.

All fund-raising activities must comply with applicable federal, state, and local laws, rules, and regulations.

ARTICLE XV - POLITICAL ENDORSEMENT

A.  A member or Chapter may not endorse, on behalf of the Chapter, State Council, or National Member, any candidate for elected office or position.

B.  The Chapter may comment upon and endorse on behalf of said Chapter any candidate holding or proposed for an appointed position that directly affects veterans affairs; Provided that all such comments and/or endorsements made by the Chapter with respect to Federal appointees must be made in consultation with the appropriate Department Head or Officer of the National Member.

C.  The Chapter may, after debate and upon affirmative vote of two-thirds of the individual members present at a duly constituted meeting of the members thereof, adopt positions or policies on other foreign or domestic issues, provided, however, that any such policy or position must be clearly identified as the position of the Chapter adopting such policy or position, and not that of the National Member, any State Council, or any other Chapter.

ARTICLE XVI - WITHDRAWAL OF CHAPTER RECOGNITION AND DISSOLUTION

The Chapter shall be organized and operated in conformity with the purposes set forth in Article II of these By-Laws and the policies and standards formulated by the Board of Directors of the National Member.

The National Member, by summary action of its President, may preliminarily suspend this Chapter if in the President's reasonable belief the actions of this Chapter are detrimental to the best interests of the National Member.  Notice of preliminary suspension, and of the reasons therefore, shall be mailed or telegraphed to the Chapter and shall be effective upon mailing or delivery for telegraphic transmittal.  In the event that this Chapter is preliminarily suspended, all power of self-governance and operation of the Chapter, including all voting rights of the members, Officers, and Directors, shall immediately vest in the National member, which is empowered to take control of the Chapter's assets, real and personal, and to manage the operations of the Chapter until the suspension terminates.

Within 45 days after preliminary suspension, the Board of Directors of the National Member or a Committee thereof shall afford the Chapter an opportunity to present evidence and arguments in its behalf in a forum and at a time and a place mutually agreed upon.  If the Board or Committee finds that the Chapter has made statements or engaged in conduct detrimental to the best interests of the National Member, it may suspend (for a particular period or on condition) or revoke the Chapter's status.  In case of revocation of the Chapter's status, all Chapter powers vested in the National Member during suspension shall continue to be so vested, and in addition the National Member shall be authorized to take all necessary steps to dissolve the corporate status of the Chapter and to distribute all assets of the Chapter remaining after payment of chapter debts to itself or to any charitable organization.

ARTICLE XVII - RELATIONSHIP WITH OTHER ORGANIZATIONS OR ASSOCIATIONS

Holding office or being a director in another organization or association whose objects and purposes are similar or related to those of the National Member may lead to conflict with the responsibilities of a Chapter Officer or Director to the Chapter and to the National Member.  To avoid such conflict, a Chapter Officer or Director shall first obtain consent of the Chapter and of the National Member (expressly or through written policy) to such service in another organization or association.  Failure to comply with the provisions of this article shall be deemed the equivalent of and shall constitute the resignation of such person as an Officer or Director of the Chapter.

ARTICLE XVIII XIV - RULES OF ORDER

All proceedings of the Chapter shall be governed by Roberts Rules of Order (Newly Revised).

ARTICLE XIX XV- AMENDMENTS

The individual members shall have the power to amend these, with the approval of the National Member, those portions of these By-Laws which establish annual Chapter membership dues, and the quorum required for the transaction of business at any meeting of members.  Other provisions of these By-Laws may be amended only when such amendments are proposed by the National Member.  Each pProposed amendments of these By-Laws or the Articles of Incorporation shall be approved by the affirmative vote of two-thirds of the individual members of the Chapter present and entitled to vote at a special meeting of the members called for such purpose in accordance with Article IV, Section 5, of these By-Laws.  After approval by the individual members, the full text of the proposed amendment shall be submitted in writing to the National Member for its approval, at its office in Washington, D.C.  The proposed amendment of these By-Laws shall be effective upon the written approval thereof by the National Member.

ARTICLE XVI – EMERGENCY BYLAWS

1. In case of any emergency as defined by Section 617.0207, Florida Statutes, the Board of Directors or any portion thereof which can do so, shall assemble at or as near as possible to the principal office of the Chapter, or, if such location is completely inaccessible, at the front of the courthouse of Wakulla County, Florida, at the next regular board meeting date and time. Such number of Directors as may then or subsequently assemble at regular meeting dates or special meetings called during the emergency though less than a quorum, shall comprise the Chapter’s Emergency Board except as follows: The Emergency Board may appoint temporary acting directors from qualified members of the Chapter who shall serve only till an elected member resumes his or her duties, or until the next Chapter election. If no elected Director appears any members assembled at such date, time and place, may elect or appoint temporary Acting Directors. The Emergency Board whether comprised of Elected Directors or temporary Acting Directors, or both, may also appoint temporary Acting Directors from qualified members of the Chapter who shall serve only till a quorum of the elected directors resume their duties, or until the next Chapter election; however in no case shall the temporary Acting Board exceed five (5) elected or temporary acting directors, combined. If any of the Chapter Officers are absent and not known to continue to serve, the emergency board may appoint temporary acting Officers to act only so long as the regular Officer is absent or unable to serve and only while the emergency is in effect; and the President or Acting President may appoint temporary acting committee chairs including an acting chair of the Nominating Committee if the elected chair is absent and not known to continue to serve. The Emergency Board may adopt a resolution giving such temporary acting Officers control and use of the bank funds of the Chapter, and take any other actions necessary for the Chapter to continue to operate. During the emergency, notice of special meetings of the Board or membership may be given by radio, television, or newspaper, or if no other means is readily accessible, by announcement at a regular meeting.

2. The Emergency Board shall operate only so long as it is impossible to obtain a quorum of the regularly elected Board; however, if the emergency is of such timing, severity, and duration as to prevent an annual meeting of members at the required time, the Emergency Board and any temporary Acting Officers may continue to act until such time as an annual meeting and election may be conducted.

3. In every respect it is the duty of an Emergency Board constituted under these emergency bylaws and any temporary acting Directors and Officers, to return the Chapter to routine operation under its regular bylaws at the earliest possible time, including, if applicable, holding an annual meeting and election at its regularly scheduled time or as close thereto as is feasible.

4. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency.

5. An emergency exists for purposes of this article only if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.

RW/ 15 Feb 89, Rev. 11 Jul 89, Rev. 21 Feb 2008

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