VIETNAM VETERANS OF AMERICA

BITTERROOT CHAPTER 938, INC.

BY-LAWS

ARTICLE I

Name

VVA938 was incorporated in the state of Montana under the name of Vietnam

Veterans of America Bitterroot Chapter 938.

ARTICLE II

Purpose

Vietnam Veterans Bitterroot Chapter 938 is a nonpartisan, not for profit organization.

VVA938’s only purpose is Veterans helping Veterans. Veterans often need assistance with problems and issues and many have similar stories. Our goal is to promote and support Veterans issues, to help needy veterans with housing, food and transportation

  needs. To Provide Bitterroot Veteran’s with all of the information needed to ensure that they are informed about the benefits available to them and the issues that may affect them.

ARTICLE III

Members

A. There is one (1) class of Chapter members (individual); and the requirements

      for such membership shall be the same as those requirements set forth for

membership in the Constitution of Vietnam Veterans of America Incorporated.

B. Each individual member shall be entitled to one (1) vote on each matter

submitted to a vote of the members, as set forth in the rules and regulations of

the Corporation and the Chapter.

C. Failure of any member to maintain membership in good standing in the

Corporation shall automatically result in the termination of said member’s

membership in the Chapter.

D. The Chapter requires annual dues for membership in the Chapter. The

Chapter Board, with the consent of the membership, may set rules and

guidelines for the waiver of Chapter dues in situations deemed appropriate.

ARTICLE IV

Meetings

A. Regular meetings of the Chapter shall be held on the first Wednesday of each

month, beginning at 7:00 pm at a place designated by the Chapter Board.

B. Quorum. Five (5) elected officers and three (3) regular members in good

standing will constitute a quorum.

C. The annual meeting of the members of the Chapter shall be held in April of

each year during the regular monthly meeting and at the time and place to be

determined by the Chapter Board for the purpose of electing Officers and

Directors. The term of the Officers shall be ONE (1) year and be coterminous

with that of the office they hold. At each annual election held every April, the

Chapter shall elect a President, a Vice President, a Secretary and a Treasurer.

The Chapter shall also elect a Chapter Board.

ARTICLE V

Chapter Board

A. Board Composition. The officers including five (5) directors shall constitute

the Chapter Board. The five (5) directors and officers shall serve for a term

of one (1) year or until a successor is elected.

B. The Chapter requires that the standard oath of office contained be sworn or

affirmed by new or re-elected office holders of the Chapter upon assuming

their duties.

C. The President, Vice President, Secretary, Treasurer, and such other

Officers as have been authorized and elected by the Chapter shall be

members of the Chapter Board of the Chapter; and their terms of

directorship shall be coterminous with that of the office that they hold. The

Chapter President shall preside at all meetings of the members and of the

Chapter’s Board.

D. 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 at

the annual meeting of the members. A Director may succeed himself or

herself any number of times.

E. The Chapter Board shall be responsible for the control and management of

the affairs, property, and interest of the Chapter: for keeping the Corporation

advised of all activities of the Chapter. For complying with all reporting

requirements established by this Constitution, the rules, resolutions, or

directives of the Corporation, and any local, state or federal laws.

F. The Chapter Board is by its nature the Executive of the Chapter,

maintaining its health and direction within the guidelines of the Constitution

and by-law’s of the chapter, guiding and administering the Chapter so that

the purpose, principles and goals of the Corporation are followed. It shall be

the responsibility of the Chapter Board to provide clear standards of

conduct, appropriate to individual Chapter functions. Each board member

shall take an active roll in the direction and operation of the Chapter, and

shall chair or vice chair at least one of the standing committees.

G. The Chapter Board 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 Chapter Board.

H. The Chapter Board shall meet when called by the President of the Chapter,

or by written request of one-third of the Directors, at such time and place as

may be specified in the notice thereof. The President of the Corporation

may call a meeting of the Chapter when he or she deems such to be in the

best interest of the Chapter.

I. Notice of any meeting of the Chapter Board shall be given at least two (2)

days prior thereto personally or by written notice.

J. A quorum of the Chapter Board shall be two-thirds of the whole number of

the Chapter Board, or that number greater than two-thirds which is closest

thereto when the number of the directors is not divisible by three. The act of

the majority of the Chapter Board present at any duly constituted meeting at

which there is a quorum present shall be the act of the Chapter Board,

except as otherwise provided by law, this constitution, or the rules,

procedures, or directives of the Corporation.

K. Any vacancy occurring in the Chapter Board, or in the position of State

Council delegate due to the death, resignation, refusal or inability to serve

shall be filled, for the unexpired portion of the term by appointment by the

President, subject to the approval of the membership at the next regular

general membership meeting.

L. Any member of the Chapter Board, who shall be absent from three (3)

consecutive Board meetings without adequate notice and excuse

acceptable to the Chapter board shall be deemed to have resigned from the

Board.

ARTICLE VI

Officers

A. The officers of the Chapter shall be the President, Vice President,

Secretary, Treasurer, and such other officer as the Chapter Board may,

from time to time deem advisable.

B. Office Holding Limitations: No member shall hold more than one elected

office at a time.

C. The officers of the Chapter shall be elected by the individual members at the

annual meeting. Each officer shall hold office until his or her successor is

elected and has qualified.

D. The president shall be the chief executive officer of the Chapter and shall,

subject to the direction of the Chapter Board, supervise and control all of the

business affairs and property of the Chapter, and shall see that all orders

and resolutions of the Chapter Board are carried into effect. The president

shall preside at all meetings of the members and of the Chapter Board, and

shall appoint all chair(s) of committees, except the Chair(s) of the

Nominating Committee. The president shall establish committees, as

he/she deems necessary. The President shall hear reports monthly from

standing committees as to their progress toward stated goals. The President

shall appoint, when required, the position of Sergeant-At-Arms and

Chaplain. He/she shall in conjunction with the Chapter Board, plan Chapter

Operations, establish a budget and prepare a calendar of events. This

should occur within sixty (60) days of the installation of new officers.

E. In the absence of the Chapter President, or in the event of his or her inability

or refusal to act, the Vice President, shall preform 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 President shall preform

such other duties as the Chapter 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 the President for the remainder of his

or her term. He/she shall assist the President in all executive duties; and

shall chair or vice chair one or more of the standing committees.

The Vice President shall oversee all committees and shall monitor the

performance of their duties and responsibilities.

F. The Secretary shall record all the proceedings of the meetings of the

Chapter Board, and of the members, in a book kept for that purpose, and

shall preform 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 this Constitution, and shall operate under the supervision of and

perform such other duties as may be prescribed by the Chapter Board or

the president. He or she shall prepare all correspondence as directed by the

President and shall ensure that all contractual agreements are on file with

the Chapter.

G. The Treasurer shall have charge and custody of all funds and securities of

the Chapter and all funds and securities in any way generated, collected, or

obtained in connection with Chapter activities. The Treasurer shall be

responsible for such funds and securities and the receipt and disbursement

thereof. The Treasurer 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. The Treasurer shall disburse the funds of the Chapter as may be

ordered by the Board at its annual meeting, or when the Chapter Board, the

President, or the Corporation so require, an accounting of all transactions as

Treasurer, of the financial condition of the Chapter, and a full financial report

based on the books and the accounts audited annually by a certified or

other public accountant, or a monthly financial report and voted on by the

membership. The Treasurer may disburse, from the general account, funds

up to a maximum of $300.00 with the approval of the Board. The Treasurer

shall file all tax forms, federal and state, and provide a copy of such to the

State council and the corporation.

H. The Chapter President, Vice President, Treasurer, or any other officer

designated by the Chapter Board shall be authorized to sign checks and

drafts. All checks and drafts shall bear two (2) signatures which may be one

(1) of the following; the President, the Vice President, Treasurer, Secretary

or any other officer so authorized by the Chapter Board.

ARTICLE VII

Membership

The Membership chair(s) shall maintain a current membership roster, prepare all

correspondence as directed by the President. He she shall forward to the office of

the Corporation a copy of all forms pertaining to membership.

ARTICLE VIII

Committees

A. The Election Committee shall consist of at least three (3) individual members

elected by the membership at the annual meeting. The Committee shall prepare a

slate of candidates for all of the positions of Officers and Directors and submit the

list for consideration by the Chapter members at least thirty (30) days prior to the

election. Any member at the annual meeting may nominate additional persons. Any

person nominated, by the Election Committee or otherwise, shall immediately

submit a coy of his or her DD Form 214 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. If the nominated member’s DD Form 214 is already in the

custody of the Chapter or the Corporation the Secretary shall so attest to that fact.

Any member nominated from the floor during the course of a regularly scheduled or

special election whose DD Form 214 is not on file and who does not have it ion

their possession shall be disqualified from holding office.

B. The President shall appoint the chair(s) of the standing Committees defined in

Appendix II of the VVA Constitution, with the concurrence of the Chapter Board.

Each of the standing committees shall perform the functions ascribed to it under

Appendix II of the VVA Constitution (Revised 8/2001). The chair(s) from individual

members of the Chapter shall appoint the members of committees.

C. The terms of the committee chair(s) and members of the committees shall be one

(1) year.

D. The members of the Nominating Committee shall be elected to serve for a one (1)

year term of office until their successors are elected and have qualified.

E. The members of the Executive Committee and other committees shall serve for

such terms as shall be determined by the Chapter Board.

F. The members of the standing and other committees shall serve for a term

terminating at the annual meeting of the members when the term of the President

who appointed the chair(s) of the respective committee terminates; and shall have

as a member at least one (1) member of the Chapter Board. The Chapter Board of

each standing and/or special committee will report the actions of that committee at

all meetings of the Chapter Board.

G. At least three (3) members of the Chapter Board shall serve on the Audit Board

during their term of office, in a method to be determined by the members of the

Chapter Board following their election to office. No officer may serve on the Audit

Board, except in emergencies.

ARTICLE IX

Finance

A. Chapter shall have the power to raise funds as are necessary for its operation in

such manner as the Chapter deems appropriate.

B. The payment of annual dues by individual members shall be made payable to the

Chapter at the Chapter address.

C. The Chapter financial records shall be audited at least once each calendar year or

by a monthly financial report and voted on by the membership at each meeting.

ARTICLE X

Nominations & Elections

A. Qualified VVA members declaring themselves as candidates for a position as a

Chapter Officer will submit their name to the Nominating Committee.

B. Qualified VVA members declaring themselves as candidates for a position as a

Chapter officer will be affirmed by the Chapter Secretary certifying that the eligible

VVA member’s DD Form 214 in on file.

C. Election Tellers will be appointed by the Chapter President for the purpose of

tallying ballots cast by qualified Chapter members for candidates for a Chapter

Officer’s position at the beginning of the regularly scheduled annual meeting of the

Chapter.

D. Any qualified VVA member nominated from the floor prior to the election of the

Chapter Officer positions at the annual meeting as a candidate for a position as a

Chapter Officer will have in their possession a legible copy of their DD Form 214

(or be affirmed by the Secretary or Membership Chair that the DD 214 is on file).

E. Secret ballots will be cast which shall be printed or written to provide for write-in

candidates should there be any nominations from the floor that are found to be

qualified.

F. Membership on the Chapter Election Committee shall not preclude candidacy for a

Chapter Officer’s position.

ARTICLE XI

RULES OF CONDUCT

A. All members shall enjoy the inherent right to speak on any issue concerning the

Chapter. All individual and associate members shall have the privilege of asking for

the floor during any meeting to provide opinions, offer guidance, and otherwise

speak on all issues being considered by the membership. However, religious and

political subjects (except those laws and regulations dealing with veteran issues)

should be avoided.

B. It shall be the duty of every individual member of the Chapter to assist with any

Chapter sponsored affair or function when so requested by the Chapter President

or Chair(s) of relevant committees.

C. Any member who shall, through misbehavior, purpose, malice, loss, abuse of,

cause of damage or destruction of any property of the Chapter be held fully

responsible for the repair to or replacement of that property to the satisfaction of

the Chapter Board. It shall be the duty and responsibility of any individual member

witnessing or having knowledge of such acts to report it to the Chapter President,

his/her designee or to the Chapter Board.

D. Any individual member who is on leave of absence, suspended, expelled, or

dropped from the rolls of the Corporation shall immediately return to the Chapter

any keys, uniforms, equipment or any other tangible property belonging to the

Chapter, its agents, officers, board members procuring a receipt for same.

E. `No member may remove or cause to be removed any property of the Chapter from

`the Chapter office or any other site owned by the Chapter except with the express

`written permission of the Chapter Board.

ARTICLE XII

Fiscal year

The Fiscal year of the Chapter shall commence on the first day of March and end

on the last day of February in each year.

ARTICLE XIII

Dissolution Clause

Upon the dissolution of this organization, assets shall be distributed for one or more

exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue

Code, or corresponding section of any future federal tax code, or shall be distributed

to the federal government, or to a state or local government, for a public purpose.

ARTICLE XIV

Amendments

Proposed amendments to these By-Laws shall be submitted in writing to the

Chapter President, who shall refer them to the Chapter Board for review and

report. This Chapter Board shall make recommendations for revision, modification

or amendment based upon a review of the Constitution of the Vietnam Veterans of

America, Inc. The Chapter Board shall recommend adoption or rejection of

proposed amendments to the Chapter. Any action on proposed amendments must

be announced to the membership sixty (60) days prior to action. All proposed

amendments to these By-Laws shall require a affirmative vote of 2/3 of all

members present and voting.

By-laws as revised Month Date Year

September 6 2017

CHAPTER 938 BYLAWS

( REVISED September 2017)


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