BY-LAWS
OF VIETNAM VETERANS OF AMERICA, BIG BEND CHAPTER 96, INC.
(As
Amended 20 March & 12 April 2008)
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 Chapter 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 Veteran, and their dependents and
the widows and orphans of deceased Veterans.
ARTICLE
III - MEMBERSHIP
Section 1. Classes and Dues. There
shall be one class of members of the Chapter: individual. The
requirements for individual membership shall be the same as those requirements
set forth for membership in the 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 VVA National and (ii) who pay in advance
the membership dues in such amount as determined from time to time by VVA National
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, paying in advance annual
dues set by VVA National, and conforming to, and complying with, the VVA
National Constitution, rules of VVA National, 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.
(c)
Failure of any member to maintain membership in good standing in VVA
National shall automatically result in the termination of said member’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.
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 term 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.
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 10 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.
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
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 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 President, Vice President, Secretary,
and Treasurer, and such other Officers 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 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
VVA National advised of all activities of the Chapter; for complying with all
reporting requirements established by VVA National Constitution, the rules, resolutions, or directives of VVA
National or any local, state or Federal law; and for guiding and administering
the Chapter so that the 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 suggestions and
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 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.
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
VVA National 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 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 VVA National so require, an
accounting of all transactions as Treasurer, of the financial condition of the
Chapter, in compliance with local, state, and federal regulations.
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. A bond may be dispensed with for any such
officer upon his or her written request 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 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 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.
Section 2. Executive Committee and
Committees of Directors. The Board may
appoint an Executive Committee and such other committees 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 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.
Section 4. Term.
The terms of the committee chairpersons and
members of the committees 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 standing and other
committees shall serve for a term terminating at the annual meeting of members
when the term of the President who appointed the chairperson of the respective
committees terminates.
(d) Any member of any committee may be reelected
or reappointed to additional terms, as long as the individual remains a member
in good standing of VVA.
(e) The Board of Directors, by vote of a
majority of its, may remove the chairperson of any committee, including the
Nominating Committee, in accordance with provisions of the VVA National
Constitution; and the rules, procedures, and directives of VVA National.
ARTICLE
VIII - FINANCE
Subject to the provisions of the VVA National
Constitution and the rules, resolutions, and procedures of VVA National, 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
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
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 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
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
XIII - PRECEDENCE
The articles of incorporation and bylaws of the
Chapter are subordinate to the VVA National Constitution 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 - RULES OF ORDER
All proceedings of the Chapter shall be governed
by Roberts Rules of Order (Newly Revised).
ARTICLE
XV- AMENDMENTS
Proposed 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.
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. 20 Mar 08,
12 Apr 08
VVACh96FINALBylawsAsAmended20080412