*NATIONAL BYLAWS

VETERANS OF THE VIETNAM WAR, INC.

* A copy of the National Bylaws (official copy) can be viewed at: Veterans of the Vietnam War, Inc., National Headquarters, 805 South Township Blvd., Pittston, PA 18640-3327 , during normal business hours of 9:00 AM until 5:00 PM, eastern standard time, Monday through Friday.

By our association, we dedicate ourselves to the free exchange of thought through the sharing of our abilities so that the experience and talent of individuals will combine to be the greater potential to all. From this brotherhood we will derive the courage and the strength that we will direct to the betterment of the life of the individual. To these ends, we will respect and adhere to the precepts in these, our Bylaws; and strive to become, and remain always, an honorable and unified fraternity. This organization is formed for the purpose of improving the social, charitable, and educational programs and benefits for all veterans of the United States of America, and their dependents.

This organization denounces disloyalty to the United States Government.

This organization stands for justice and equality for all people.

This organization will uphold the law as stated in its Articles of Incorporation, and whatever powers are or may be granted by the Non-profit Corporation Law effective October 1, 1989 of the Commonwealth of Pennsylvania as standing or as amended through successor legislation.

The objective of this Corporation is to assist all veterans. This applies to veterans of both the United States of America and its Allied Forces and their dependents and includes, but is not limited to, Vietnam Veterans and their dependents, and the widows and orphans of deceased veterans.

Only those persons possessing membership rights in accordance with the provisions of these Bylaws may become members of this corporation.

1. Membership will not be denied on the basis of race, creed, age, sex, or past or present incarceration in any type of correctional institution.
2. Membership can be denied to any person who received a dishonorable discharge from any of the Armed Forces of the United States of America.

1. This corporation will have two (2) classes of membership:

Veteran Membership

Non-Veteran Membership

1. Veteran membership requires that the applicant served in the Armed forces of the United States of America as defined by federal law and/or existing rules and regulations promulgated by any governmental agency.
2. Non-Veteran Membership requires that the applicant support the goals of the corporation, as well as the Constitution of the United States of America.

1. If a person wishes to join the Veterans of the Vietnam War, Inc., but wants to remain unaffiliated with a Post, they may apply for National-at-Large, Veteran or Non-Veteran membership.
2. Application Process:

1. Local post commanders must verify the applicant’s status when accepting the membership application. As part of the application for Veteran membership, the discharge form known as DD-214, Certificate of Service, must be submitted to the person taking the application. The application must then be forwarded to the National Headquarters of this corporation, along with both the initial dues and the DD-214 for entrance into the corporate records. All applications not accompanied by DD-214 will automatically receive non-veteran membership status.
2. At-Large members must fulfill the same qualifications and submit same to the National Headquarters of this corporation for approval. All applicants will either be accepted or rejected at the sole discretion of the National Commander and/or his authorized representative or representatives.

Only a member who has paid his or her annual dues in a timely manner and has not been convicted as per the disciplinary code of violating any provisions of the Bylaws of the Corporation can hold any elected office on the National, State or Local post levels.

1. The annual dues payable to the corporation by its members may be subject to change, in amounts determined from time to time by resolution of the National Board of Directors. No dues payment is required for incarcerated members.
2. Lifetime Membership: Dues for a lifetime membership will be set by the National Board of Directors with twenty-five percent (25%) of the dues remaining with the post of the members’ affiliation and the remaining seventy-five percent (75%) proceeding to the National Corporation. In the event the member maintains a National-At-Large membership, the entire sum will be forwarded to the National Corporation.
3. National Headquarters will forward ten percent (10%) of the annual dues to each State maintaining a State Organization for each Post Member, payable each January and computed based on the State paid-up membership, as of December 31^st of the preceding year.

No member shall be expelled without notice, trial and conviction as is provided for in the respective Handbooks for operation of this organization (i.e. Commander’s Handbook, State Commander’s Handbook).

1. The National Commander, National Vice Commander, National Treasurer and National Master Sergeant-at-Arms shall be elected by the membership during a National Convention. These elected officers will also be members of the Board of Directors with full voting rights thereon, and will serve a term of four (4) years.
2. These elected officers may either be suspended or removed from office for cause by a majority vote of the full Board of Directors whenever the Board, in its judgment, deems that the action will best serve the interests of the Corporation. In the event of death, disability, resignation or a refusal to serve on the part of an officer, the Board will declare a vacancy in the position and will, by a majority vote of those eligible voting directors, elect a replacement officer for the remainder of said term.

1. The National Commander is the Chief Executive Officer of this Corporation and will, subject to the control of the Board of Directors, supervise and control the affairs of this Corporation. The National Commander will perform all duties incident to the office and any other duties that may be required by these Bylaws or prescribed by the Board of Directors.
2. The National Vice Commander will perform all duties and exercise all powers of the National Commander when the National Commander is absent or otherwise unable to act. The Vice Commander will perform any other duties that may be prescribed by the Board of Directors or the National Commander.
3. The National Treasurer will have charge and custody of all funds of this Corporation and will deposit the funds as required by the Board of Directors, keep and maintain adequate and correct accounts of the corporation’s properties and business transactions, render reports and accountings to the Board of Directors and to the members as required by the Board of Directors, by members or by law. The Corporation shall obtain a bond for the Treasurer for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The National Treasurer will perform all duties incident to the office and any other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned by the Board of Directors.
4. The National Master Sergeant-at-Arms will have the following duties: maintaining order at all times during meetings; ensuring that only members, prospective members and their guests are allowed entrance to and are allowed to remain during meetings; and ensuring that the appropriate rules of order are steadfastly enforced. The National Master Sergeant-at-Arms will also perform such duties as may be assigned by the Board of Directors or the National Commander from time to time.
5. National elected officers may not hold an elected position on the local post level unless a waiver has been granted by the Board of Directors.

1. The following National Officers of this corporation will be appointed by the National Commander and confirmed to that position for a six-month probationary period by a majority vote of the National Board of Directors. Once appointed and confirmed, the officers will remain in office for four (4) years, or until they are replaced by a majority vote of the full Board of Directors or are otherwise removed due to death, disability, resignation or refusal to serve.

The positions pertaining to appointed officers are:

National Executive Director

National Secretary

National Chaplain

National Service Officer(s)

2. The National Secretary will keep minutes of all meetings of the members and of the Board of Directors, be the custodian of the corporate records, give all notices as are required by law or by these Bylaws, and, generally, perform all duties incident to the office of Secretary and any other duties as may be required by law, by the Articles of Incorporation or by these Bylaws or which may be assigned by the Board of Directors.
3. These appointed National Officers will be responsible to the National Commander and through the National Commander to the National Board of Directors and will perform their duties as the National Commander or the National Board of Directors may direct from time to time.

 

4. The following Program Directors will be appointed by the National Commander and confirmed by the National Board of Directors:

Program Director, Agent Orange

Program Director, Education

Program Director, Homeless

Program Director, Incarcerated Veterans

Program Director, Legislative Affairs

Program Director, POW/MIA’s

The National Commander may, from time to time, appoint additional Program Directors.

Except as otherwise provided for by law or in these Bylaws, the control and management of the corporation and its funds will be vested in the Board of Directors.

1. There will be nine (9) members of the Board of Directors consisting of the following:

National Commander

National Vice Commander

National Treasurer

National Master Sergeant-at-Arms

National Executive Director

Four (4) regular members

All of the above, except the National Executive Director, are selected by the voting delegates at the National Convention and are elected by the greatest number of votes from among the nominees. In the case of the election of the regular members of the Board of Directors, election will be decided by the highest amount of votes for those respective positions.

2. Terms of office will be:

1. National Officers, elected at a National Convention, will serve a term of office of four (4) years. They will be installed during the National Board meeting following their election.
2. The four (4) regular members of the Board, elected at a National Convention, will have a term of four (4) years. They will be installed during the National Board meeting following their election.
3. The National Executive Director is appointed by the National Commander for a term of four (4) years by the Board of Directors.

1. A member of the Board of Directors may either be suspended or removed from office for cause by a two-thirds (2/3) vote of the full Board of Directors. In the event of death, disability, resignation or refusal to serve on the part of a Board Member, the Board will declare a vacancy in the position and will, by a majority vote of those eligible voting directors, elect a replacement Board member for the remainder of the said term.
2. A majority of the Board of Directors will constitute a quorum. Except as otherwise provided herein, an affirmative vote of the majority of the Board members present at any meeting will constitute an act of the Board of Directors.
3. The Board of Directors will meet on a regular basis at least six (6) times per year, said meeting will be held on the third Saturday of every other month beginning in January of each year. The Board of Directors will also meet at times on the call of the National Commander or at the request of the majority of its members.

Meetings of the Board will be held at the place designated by the National Commander, unless the Board of Directors at a previous meeting authorize another place, or unless a majority of the Board members, will, in writing, request another place for such meeting.

Notice of special meetings of the Board of Directors, specifying the subject to be considered, will be given in writing by First Class Mail at least seven (7) days prior to the date of such meeting.

Waiver of Notice: Attendance of a Director at any meeting of the National Corporation will constitute a waiver of notice of that meeting.

1. This Corporation shall indemnify any of its directors or officers whether appointed or elected and may indemnify any of its employees or agents, by reason of the fact that he or she either is or was serving as director, officer, employee or agent of this Corporation, or is or was serving at the request of this Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, for the purpose of furthering the business of this Corporation.

Such individual who is or was a party to, is threatened to be made party to, or whom is called as a witness to shall be indemnified against expenses, including attorney fees, judgments, fines and amounts paid in settlement, which were actually and reasonably incurred by him or her in connection with such action, suit, or proceedings; irrespective of its civil, criminal, administrative or investigative nature, as well as whether threatened, pending or completed.

Indemnification will be forfeited however, if the party’s act or failure to act, which prompted the claim for indemnification, is determined by the court to have constituted willful misconduct or recklessness.

2. The indemnification and advancement of expenses provided by, or granted pursuant to this Section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, contract, vote of regular members, or disinterested directors or pursuant to the direction of any court of competent jurisdiction while holding such office.

It is the policy of this Corporation that the indemnification of and the advancement of expenses to directors and officers of this Corporation shall be deemed to have been amended for the benefit of directors and officers of this Corporation, effective immediately upon any modification of either the Business Corporation Law or the Directors’ Liability Act of the Commonwealth of Pennsylvania; which enlarge the power of obligation of corporations organized under the Business Corporation Law or Director’s Liability Act to indemnify, or advance expenses to, directors or officers of this Corporation.

3. This Corporation shall pay expenses incurred by an officer or director and may pay expenses incurred by any other employee or agent, in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by this Corporation.
4. The indemnification and advancement of expenses provided by, or granted pursuant to, this Section shall, unless provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent, and shall endure to the benefit of the heirs, executors, and administration of such person.
5. This Corporation shall have the authority to create a fund of any nature, which may, but need not be, under the control of a trustee, or to otherwise secure or insure in any manner its indemnification obligations, whether arising under these Bylaws or otherwise. This authority shall include, without limitation, the authority to:

1. deposit funds in trust or escrow;
2. establish any form of self insurance;
3. secure its indemnity obligation by grant of a security interest, mortgage or other lien on the assets of this Corporation; or
4. establish a letter of credit, guaranty or surety arrangement for the indemnification or advancement of expenses contemplated by this section.

The provisions of this Section shall not be deemed to preclude the indemnification of, nor advancement of, expenses to any person who is not specified in Section A of this Section, but whom this Corporation has the power or the obligation to indemnify, or to advance expenses for, under the provisions of the Business Corporation Law, the Directors’ Liability Act of the Commonwealth of Pennsylvania or otherwise. The authority granted by this Section shall be exercised by the Board of Directors of this Corporation.

1. As soon as practicable after receipt, by person, of notice of the commencement of any action, suit or proceeding specified in Section A, such person shall, if a claim with respect thereto may be made against this Corporation under Section 14 of these Bylaws, notify the Corporation in writing of the commencement or threat thereof. Omission of this notification shall not relieve this Corporation from any liability under Section 14 of these Bylaws, however, unless this Corporation shall have been prejudiced thereby or from any other liability which it may have to such person other than under Section 14 of these Bylaws.

With respect to any such action as to which such person notifies this Corporation of the commencement or threat thereof, this Corporation may participate therein at its own expense. Except as otherwise provided below, this Corporation shall to the extent it desires, join with any other indemnifying party similarly notified and assume defense thereof; with counsel selected by this Corporation.

After notice from this Corporation to such person of its selection to assume defense thereof, this Corporation shall not be liable to such person under Section 14 of these Bylaws for any legal or other expenses subsequently incurred by such person in connection with the defense thereof, other than provided for in this Section. Such person shall have the right to employ his or her own counsel in such action, but the fees and expenses of such counsel incurred after notice from this Corporation of its assumption of the defense thereof shall be at the expense of such person unless:

1. the employment of counsel by such person shall have been authorized by this Corporation;
2. such person shall have reasonably concluded that there may be a conflict of interest between this Corporation and such person in the conduct of defense of such proceeding; or
3. this Corporation shall not in fact have employed counsel to assume the defense of such action.

The Corporation shall not be entitled to assume the defense of any proceeding brought by or on behalf of this Corporation or as to which such person shall have reasonably concluded that there may be a conflict of interest.

If indemnification under Section 14 of the Bylaws or advancement of expenses are not paid or made by this Corporation, or on its behalf, within ninety (90) days after a written claim for indemnification or a request for an advancement of expenses has been received by the Corporation, such person may, at any time thereafter, bring suit against this Corporation to recover the unpaid amount of the claim or advancement of expenses.

The right to indemnification and advancements of expenses provided hereunder shall be enforceable by such person in any court of competent jurisdiction. The burden of proving that indemnification is not appropriate shall be on this Corporation. Expenses reasonably incurred by such person in connection with successfully establishing the right in indemnification or advancement of expenses, in whole or in part, shall also be indemnified by this Corporation.

This corporation will conduct a convention at such times, dates and places as designated by the Board of Directors. The National Commander will preside as Chairperson of the Convention.

The National Convention will be open to attendance by the membership as defined in these Bylaws.

1. Each member of the corporation shall be entitled to one (1) vote on issues requiring a vote by the membership.
2. Issues requiring a vote by the membership, i.e., election of officers or where the right to adopt or alter the bylaws is retained by the membership as listed in Section 15. Amendment of the Bylaws, shall be received at the National Headquarters ninety (90) days prior to the convention date.
3. Official ballots shall be mailed to the membership no later than sixty (60) days prior to the National Convention.
4. Completed ballots postmarked less than fourteen (14) days prior to the election shall be declared invalid.

The National Commander may designate and appoint one or more Committees and delegate to these Committees such duties in order to assist in the management of this Corporation. However, the creation of such Committees will not operate to relieve the Board of Directors, or any individual Director, of any responsibility imposed by law.

These National Bylaws of the Veterans of the Vietnam War, Inc., will be the only official and accepted bylaws of any state, or local post affiliated with the Veterans of the Vietnam War, Inc.

State organizations and local posts may amend these Bylaws as long as amendments do not conflict with these Bylaws and are submitted to the National Board of Directors for approval prior to adoption by the state or local organization.

All proceedings of this corporation, the National Convention and any State or Local Post will be conducted in accordance with the currently available edition of Robert’s Rules of Order.

All disciplinary proceedings will be in accordance with the State Commander and Post Commander handbooks in effect at the time of such proceeding which had been adopted by a majority vote of the National Board of Directors.

1. Any member is entitled to propose an amendment to the existing National Bylaws by giving advance, written notice to the Board of Directors at least ten (10) days prior to the said vote being taken. The notice must state the proposed amendment as an issue of a forthcoming meeting and must be accompanied by either a copy of the proposed amendment or a written summary detailing the proposed revisions.
2. Amendments to the Bylaws will then be voted on by the Board of Directors at a forthcoming, regularly scheduled meeting in which there is a quorum present; and will be approved by a two-thirds (2/3) vote of the Board or if disapproved by the Board, the amendments will go before the membership with Board disapproval in situations where the right to adopt or alter the Bylaws is retained by the membership as follows:

1. amending voting provisions
2. personal liability of the directors
3. board of directors
4. selection of directors
5. removal of the directors by the membership
6. removal of the directors by the board
7. voting rights of the directors
8. classes and qualifications of membership
9. members grouped in local units
10. regular meetings
11. quorum
12. action by members
13. voting rights of members
14. voting and other actions by proxy
15. judges of elections
16. termination and transfer of membership
17. winding up and distribution

Regarding those aforementioned bylaws which must be approved by the membership the following procedure will be used:

The Board will vote on the proposed bylaw changes. A majority vote of the full board is required to forward them to the membership with the board’s recommendation for approval. If the board vote is less than a majority in favor of approval, the proposed changes shall be forwarded with the board’s recommendation for disapproval.

Through this amendment, a Veterans of the Vietnam War, Inc. affiliate may amend these Bylaws without the formal procedure of Section 15 or prior approval from the National Board of Directors in the following circumstances:

1. VVnW affiliates may change the length of the term of office for officers to less than but not more than four (4) years.
2. VVnW affiliates may add elected positions to their chain-of-command.
3. VVnW affiliates may delete any of the "Appointed Officers" from their affiliate.
4. VVnW affiliates may add or delete any standing committees as necessary.
5. All amendments to these bylaws by the affiliates must be forwarded in writing to VVnW National Headquarters within fifteen (15) days of passage.

An amendment to Section 4 was recommended by the National Board of Directors and voting by the membership in favor of the amendment  and has an effective date of August 6, 2002. In the beginning of Section 4 the words "Only a veteran member who has paid his or her annual dues in a timely manner and has not been convicted as per the disciplinary code of violating any provisions of the Bylaws of the Corporation can hold any elected office on the National, State or Local post levels." was changed to read; "Only a member who has paid his or her annual dues in a timely manner and has not been convicted as per the disciplinary code of violating any provisions of the Bylaws of the Corporation can hold any elected office on the National, State or Local post levels."