NATIONAL BYLAWS VETERANS OF THE VIETNAM WAR, INC. & THE VETERANS COALITION A PENNSYLVANIA NON-PROFIT CORPORATION
Approved by the National Board of Directors on the 5th day of November, 2005 VISION: The Vision of the Veterans of the Vietnam War, Inc. (VVnW) & The Veterans Coalition is to maintain, improve, preserve and defend the quality of life of all Veterans and their families. MISSION STATEMENT: The Veterans of the Vietnam War, Inc. (VVnW) & The Veterans Coalition is an international, non-profit, accredited veteran service organization devoted to caring for and empowering all American and Allied Veterans and their families through the following programs: Veterans in Need, Support and Gratitude, Esprit de Corps, Case Management and Advocacy and Veteran and Community Outreach and Education. OVERVIEW: The Veterans of the Vietnam War, Inc. (VVnW), a benevolent organization founded in 1978, was born out of a need to have the service and special needs of Vietnam War Veterans recognized and acknowledged. Traditional Veterans organizations were unwilling to accept the service of Vietnam Veterans, as well as Veterans of other eras. Today, VVnW & The Veterans Coalition is comprised of posts worldwide sustaining the mission of the organization. VVnW & The Veterans Coalition continues to strive, through its many programs, to maintain, improve, preserve and defend the quality of life of all veterans and their families. VVnW & The Veterans Coalition programs include the United Veterans Beacon House, a transitional homeless veterans housing and reintegration program, Military Support Package Project for military serving overseas and Support Packages to veteran families, Veteran Service Officers (VSOs), Veterans in Conflict with the Law (Incarcerated Veterans), Team Veteran Leader (a competitive military adventure racing team), Veteran information services, casework assistance, counseling resources and referral, 24-hour 1-800-843-8626 phone line, Veteran Leader newsletter, VVnW & The Veterans Coalition websites, Education and Scholarship Programs, FIND-A-VET Locator program to help reunite Vietnam era veterans, Flag Awareness and community services. VVnW is recognized by the IRS as a 501 (c) (19) non-profit veterans service organization with a federal ID #23-2151579 and manages the Veterans Fund of the United States with an IRS determination of 501 (c) (3) and ID #23-2897794. SECTION 1 – PURPOSESBy 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 Veterans Service 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, Allied Forces and their dependents. This organization denounces disloyalty to the United States Government and to any form of democratically elected Government. This organization stands for justice and equality for all people without discrimination. 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, their dependents and the widows and orphans of deceased Veterans. SECTION 2 – MEMBERSHIPOnly those persons possessing membership rights in accordance with the provisions of these Bylaws may become members of this corporation. A. Membership will not be denied on the basis of race, creed, age, sex, or past or present incarceration in any type of correctional institution. B. Membership can be denied to any person who received a dishonorable discharge. SECTION 3 – CLASSES OF MEMBERSA. 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 or Allied Forces 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 or the Constitution of their respective nationalities. B. If a person wishes to join the Veterans of the Vietnam War, Inc. & The Veterans Coalition, but wants to remain unaffiliated with a local Post, they may apply for National-at-Large, Veteran or Non-Veteran membership and be assigned to the National-at-Large post. The National-at-Large Post is managed at the National Headquarters. C. 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, Discharge Document or current military verification 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 service documentation for entrance into the corporate records. All applications not accompanied by DD-214, discharge document or current military verification 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. SECTION 4 – RIGHTS AND OBLIGATIONS OF MEMBERSOnly a member in good standing 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 or Local post levels. SECTION 5 – MEMBERS’ DUESA. 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. A nominal dues payment is required for incarcerated members. B. 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. SECTION 6 – EXPULSION OF MEMBERSNo Veteran of the Vietnam War, Inc. & The Veterans Coalition member shall be expelled without notice, trial and conviction. SECTION 7 – ELECTED NATIONAL OFFICERSA. The National Commander, National Vice Commander, National Treasurer and National Master Sergeant-at-Arms shall be elected by the membership by means of a Postal Ballot. 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. B. 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. C. 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 National Executive Committee or the National Board of Directors. D. 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 National Executive Committee or National Board of Directors or the National Commander. E. The National Treasurer will have the overview responsibility for all funds of this Corporation. 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 National Commander, the National Executive Committee or the National Board of Directors. F. 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, at the discretion of the National Commander or presiding officer, 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 National Commander, National Executive Committee or the National Board of Directors from time to time. In the absence of the National Master Sergeant-at-Arms, a substitute will be appointed by the National Executive Committee. G. The National Executive Director is the Chief Executive Officer of this Corporation and will, subject to the control of the National Board of Directors, supervise and manage the affairs of this Corporation. H. The National Executive Committee will consist of the National Commander, National Vice Commander, National Master Sergeant-at-Arms, National Treasurer and National Executive Director. National elected officers may not hold an elected position on the local post level unless a waiver has been granted by the National Board of Directors. SECTION 8 – APPOINTED NATIONAL OFFICERSA. 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 National 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 Veteran Service Officer(s) B. The National Secretary will keep minutes of all meetings of the members and of the National 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 National Board of Directors. C. These appointed positions will be responsible to the National Commander and through the National Commander to the National Executive Committee and the National Board of Directors and will perform their duties as the National Commander, National Executive Committee or the National Board of Directors may direct from time to time. D. The following Program Directors, Coordinators and Committee Members will be appointed by the National Commander or the National Executive Committee and confirmed by the National Board of Directors. All Program and State Coordinators will report to the National Commander or the National Executive Committee. The following Program and State Coordinators and committee members will be appointed by the National Commander and confirmed to that position for a six-month probationary period. Once appointed and confirmed, the officers will remain in office for two (2) years, or until they are replaced by the National Commander or National Executive Committee or are otherwise removed due to death, disability, resignation or refusal to serve. Program Coordinators, Agent Orange Program Coordinators, Charter Program Coordinators, Education Program Coordinators, Fundraising Program Coordinators, Grant Writing Program Coordinators, Incarcerated Veterans Program Coordinators, Legislative Affairs Program Coordinators, Membership Program Coordinators, Minority Affairs/SE Asian Program Coordinators, National Color/Honor Guard Program Coordinators, POW/MIA’s Program Coordinators, Property Program Coordinators, State Program Coordinators, United Veterans Beacon House Program Coordinators, Veterans Day National Committee Program Coordinators, Veterans Service Officers Program Coordinators, Website The National Commander or the National Executive Committee may, from time to time, appoint additional Program Coordinators and Committee members. SECTION 9 – BOARD OF DIRECTORSExcept 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 National Executive Committee and directed by the National Board of Directors. A. There will be nine (9) members of the National 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 *Denotes National Executive Board All of the above, except the National Executive Director, are selected by election via written Postal Ballot and are elected by the greatest number of votes from among the membership. B. Terms of office will be: 1. National Officers, elected, will serve a term of office of four (4) years. They will be installed during the National Convention or at the National Board of Directors’ meeting following their election. 2. The four (4) regular members of the Board, elected, will have a term of four (4) years. They will be installed during the National Convention or the National Board of Directors’ meeting following their election. 3. The National Executive Director is appointed by the National Commander and/or the National Executive Committee for a term of four (4) years and confirmed by the National Board of Directors. C. A member of the National Board of Directors may either be suspended or removed from office for cause by a two-thirds (2/3) vote of the full National Board of Directors. In the event of death, disability, resignation or refusal to serve on the part of a National Board Member, the National Board will declare a vacancy in the position and will, by a majority vote of those eligible voting directors, elect a replacement National Board member for the remainder of the said term. D. A majority of the National Board of Directors will constitute a quorum. Except as otherwise provided herein, an affirmative vote of the majority of the National Board members present at any meeting will constitute an act of the National Board of Directors. E. The National 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 National 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. Notice of special meetings of the National 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. SECTION 10. HONORARY BOARD OF DIRECTORSA. Powers and ResponsibilitiesThe Honorary Board ceases all power to the National Board of Directors of the Veterans of the Vietnam War, Inc. & The Veterans Coalition The Honorary Board is established to act as ambassadors of the mission of the VVnW so as to use its influence and goodwill to promote the programs of the VVnW & The Veterans Coalition. The above will be accomplished through the use of names on collateral materials to include letterhead and invitations, attending organizational events, advice and advocacy. B. Number of Directors, Eligibility, Term of Office, Limits. The Board shall consist of no more than nine (9) directors. C. Eligibility. Each Director shall demonstrate an appreciation for the military and the mission of the Veterans of the Vietnam War, Inc. & The Veterans Coalition D. Terms. Honorary Directors are elected for one-year terms. The term of a Director begins on January 1 and extends through the calendar year. The National Board of Directors can extend the term through an invitation to extend. E. Limits. There are no limits to consecutive terms. F. Nomination and Invitation Procedures The National Board of Directors shall facilitate a list of candidates. G. Timing and Procedures. The invitation of the Directors is to be conducted in the Fall of every year. In general, the invitation procedures should comply with the following guidelines: Nominations should be sent to VVnW & The Veterans Coalition at its principle office or to the Secretary by September 30 for the upcoming year. The National Board of Directors will vote on the final list of candidates and invitations sent to the candidates by October 15. H. Meetings, Voting, Quorum, and MinutesHonorary Board will not meet, vote, hold quorums and will cease all power to the National Board of Directors. Honorary Directors can be invited to participate in scheduled National Board of Director meetings upon a vote by the National Board of Directors for participation. I. RecallA Director may be recalled in the following manner only: A Director may be subject to recall if he or she has failed to perform the responsibilities required of a member and/or fails to demonstrate an appreciation for the military and/or the mission of the Veterans of the Vietnam War, Inc. & The Veterans Coalition. Any VVnW & The Veterans Coalition member may request a recall vote for one or more Directors. The National Board of Directors will vote on the recall. A Director shall be recalled by an affirmative vote of at least two-thirds of the National Board of Directors. SECTION 11 – INDEMNIFICATION OF DIRECTORS AND OFFICERSA. 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. B. 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. C. 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. D. 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. E. 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. F. 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. SECTION 12 – NATIONAL CONVENTIONSThis corporation may conduct a convention at such times, dates and places as designated by the National Executive Committee or the National Board of Directors after recommendations by the Convention Committee. 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. A. Each member of the corporation shall be entitled to one (1) vote on issues requiring a vote by the membership. B. 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 16. Amendment of the Bylaws shall be received at the National Headquarters ninety (90) days prior to the convention date. C. Official ballots shall be mailed to the membership no later than sixty (60) days prior to the National Convention. D. Completed ballots postmarked less than fourteen (14) days prior to the election shall be declared invalid. SECTION 13 – COMMITTEESThe National Commander or National Executive Committee 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 National Board of Directors, or any individual Director, of any responsibility imposed by law. SECTION 14 – UNIFORMITY OF BYLAWSThese National Bylaws of the Veterans of the Vietnam War, Inc. & The Veterans Coalition will be the only official and accepted bylaws of the corporation and of posts affiliated with the Veterans of the Vietnam War, Inc. & The Veterans Coalition Veterans of the Vietnam War, Inc. & The Veterans Coalition 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 local organization. SECTION 15 – RULES OF ORDERAll proceedings of this corporation, the National Convention and Posts will be conducted in accordance with the currently available edition of Robert’s Rules of Order. All Veterans of the Vietnam War, Inc. & The Veterans Coalition Post disciplinary proceedings will be in accordance with the Post Operating Procedures in effect at the time of such proceeding which had been adopted by a majority vote of the National Board of Directors. SECTION 16 – AMENDMENT OF THE BYLAWSA. Any member is entitled to propose an amendment to the existing National Bylaws by giving advance, written notice to the National 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. B. Amendments to the Bylaws will then be voted on by the National 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) majority 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 8. quorum 9. action by members 10. voting rights of members 11. voting and other actions by proxy 12. judges of elections 13. termination and transfer of membership 14. winding up and distribution Regarding those aforementioned bylaws which must be approved by the membership the following procedure will be used: The National 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. SECTION 17 – AFFILIATE AMENDMENTThrough this amendment, a Veterans of the Vietnam War, Inc. & The Veterans Coalition affiliate may amend these Bylaws without the formal procedure of Section 16 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 allowable amendments to these bylaws by the affiliates must be forwarded in writing to VVnW & The Veterans Coalition National Headquarters within fifteen (15) days of passage. SECTION 18 – CEREMONIAL RIFLE REQUIREMENTS The handling and use of U.S. Government owned Ceremonial Rifles loaned to VVnW & The Veterans Coalition Posts, is restricted to post members who are veterans and were discharged under other than dishonorable conditions. The weapons must be used for ceremonial use, exclusively. Ceremonial Rifles may not be used by or loaned to organizational auxiliaries, other organizations, groups or individuals. Rifles issued by this program are fully functional and are not to be handled by minors or individuals forbidden by law to own/use firearms. Approved by the National Board of Directors of the Veterans of the Vietnam War, Inc. & The Veterans Coalition on the 5th of November, 2005
Michael F. Murphy National Secretary
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