BY-LAWS

BY-LAWS

CHAPTER #938, INC.

VIETNAM VETERANS OF AMERICA

INTRODUCTION

There is hereby established a Chapter of Vietnam Veterans of America within the State Council of Montana, Inc., known as Vietnam Veterans of America Chapter 938. (the Chapter). The Chapter is constituted and organized pursuant to the Constitution of the National Organization,  and the by-laws of the Montana State Council, Inc.

ARTICLE 1 - Name

The name of the organization is (Vietnam Veterans of America Chapter 938 ) as prescribed by the Articles of Incorporation and is hereinafter referred to as the chapter.

ARTICLE 2 - PURPOSE

The purposes of the chapter are those prescribed by the articles of Incorporation and by the Constitution of Vietnam Veterans of America Incorporated    

ARTICLE 3 - MEMBERS

  • 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
  • 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.
  • 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.
  • 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. In the event that the Chapter Board of the Corporation has waived the national dues for any person the Chapter shall pay the National dues.

ARTICLE 4 - MEETINGS OF MEMBERS

  • 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
  • Quorum. Five (5) elected officers and three (3) regular members in good standing will constitute a quorum.
  • 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 5 - CHAPTER BOARD

  • 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.
  • The Chapter requires that the standard oath of office contained in the Constitution of Vietnam Veterans of America, be sworn or affirmed by    new or re-elected office holders of the Chapter upon assuming their   duties.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • Notice of any meeting of the Chapter Board shall be given at least two (2) days prior thereto personally or by written notice.
  • 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.


ARTICLE 6 – OFFICERS

  • 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.
  • Office Holding Limitations: No member shall hold more than one elected office at a time.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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.
  • 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 7 – COMMITTEES

  • 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.
  • 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.
  • The terms of the committee chair(s) and members of the committees shall be one (1) year.
  • 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.
  • The members of the Executive Committee and other committees shall serve for such terms as shall be determined by the Chapter Board.
  • 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.
  • 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 8 – FINANCE


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

2. The payment of annual dues by individual members shall be made payable to the Chapter at the Chapter address of record, or to the Corporation.

3. 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 9 – NOMINATIONS & ELECTIONS

  • Qualified VVA members declaring themselves as candidates for a position as a Chapter Officer will submit their name to the Nominating Committee.
  • 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.
  • 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.
  • 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).
  • 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.
  • Membership on the Chapter Election Committee shall not preclude candidacy for a Chapter Officer’s position.


ARTICLE 10 - CHAPTER RULES OF CONDUCT

  • 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.
  • 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.
  • 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.
  • 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.
  • 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 11 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 12 WAIVER OF NOTICE

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

ARTICLE 13 AMENDMENTS

  1. 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.

REVISED April 6 2016

AMENDED IN ACCORDANCE WITH THE MANDATE OF THE

10TH NATIONAL CONVENTION - April 2016

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