Bylaws Of. AMVETS (American Veterans)

Transcription

1 Bylaws Of AMVETS (American Veterans) A Federally Chartered Nonprofit Corporation Organized in the District of Columbia July 23, 1947 ARTICLE 1 CORPORATION AND CHARTER...1 Section 1.1 Corporate Name....1 Section 1.2 Federal Charter....1 Section 1.3 National Headquarters....1 Section 1.4 Aims and Purposes....1 Section 1.5 Prohibited Activities....2 Section 1.6 Ownership of Assets....2 Section 1.7 Fiscal Year....3 Section 1.8 Fundraising....3

2 Section 1.9 Policies....3 Section 1.10 Use of the AMVETS Name....3 ARTICLE 2 MEMBERSHIP...4 Section 2.1 Members....4 Section 2.2 Disallowed Individuals....4 Section 2.3 Honorary Memberships....4 Section 2.4 Membership Year....4 Section 2.5 Allegiance....5 Section 2.6 Members-at-Large...5 Section 2.7 Procedure for Suspension or Expulsion....5 ARTICLE 3 DUES...6 Section 3.1 Annual Membership Dues....6 Section 3.2 Life Membership Dues....6 Section 3.3 National Charter Membership....6 Section 3.4 Life Membership Investment...6 ARTICLE 4 SUBORDINATE ORGANIZATIONS...8 Section 4.1 General Rules for Subordinates....8 Section 4.2 Authorized Subordinates....8 ARTICLE 5 NATIONAL CONVENTION...9 Section 5.1 Annual Convention....9 Section 5.2 National Convention Body....9 Section 5.3 Delegates and Alternates Section 5.4 Transfer of Delegates Section 5.5 Status of Delegate, Post and Department Section 5.6 Registration of Delegates i Section 5.7 Quorum Section 5.8 Rules of the National Convention Section 5.9 Policy Resolutions to the National Convention ARTICLE 6 NATIONAL OFFICERS...12 Section 6.1 National Department Section 6.2 Candidate Eligibility Section 6.3 Paid Employees Section 6.4 Term of Office Section 6.5 Vacancies Section 6.6 Vacancies in Office of District Commander Section 6.7 Removal from Office Section 6.8 National Officers Section 6.9 National District Commanders Section 6.10 Insurance and Fidelity Bonds Section 6.11 Standard of Conduct Section 6.12 Term Limits ARTICLE 7 DUTIES OF NATIONAL OFFICERS...15 Elected Positions...15 Section 7.1 National Commander....15

3 Section 7.2 National Vice Commanders Section 7.3 National Finance Officer Section 7.4 National Provost Marshal Section 7.5 District Commanders Appointed Positions Section 7.6 National Judge Advocate Section 7.7 Deputy National Judge Advocate...17 Section 7.8 National Chaplain Section 7.9 National Inspector General ARTICLE 8 NATIONAL STAFF...18 Section 8.1 Authorized Positions Section 8.2 Duties of Authorized Positions ARTICLE 9 NATIONAL GOVERNANCE...19 Section 9.1 National Executive Committee Section 9.2 National Executive Board Section 9.3 Vesting of Power Section 9.4 Meetings Section 9.5 Reimbursement for Expenses ARTICLE 10 NATIONAL STATUTORY COMMITTEES Section 10.1 Establishment of Statutory Committees Section 10.2 National Finance Committee Section 10.3 National Grievance Committee Section 10.4 National Personnel Committee Section 10.5 National Audit Committee Section 10.6 National Fundraising Committee Section 10.7 Council of Past National Commanders ARTICLE 11 NATIONAL STANDING COMMITTEES Section 11.1 Establishment of National Standing Committees Section 11.2 National Standing Committees ) Americanism and Patriotic Activities Committee ) Armed Services and Military Liaison Committee ) Civil Service and Veterans Employment Committee ) Communications Committee ) Community Services and Activities Committee ) Bylaws Committee ) Credentials Committee ) Diversity Committee ) Honor Guard Committee ) Honors and Awards Committee ) Long Range Planning Committee ) Membership Committee ) National Convention Rules Committee ) POW/MIA Committee ) Programs Committee ) Resolutions Committee ) Special Committees ) Subordinate Organizations Liaison Committee....26

4 19) Technical Advisory Committee ) Uniform and Insignia Committee ) VAVS & VA Hospital and Medical Services, Rehabilitation Benefits Committee ) Women Veterans Committee Section 11.3 Restrictions on Committees ARTICLE 12 NATIONAL DISTRICT ORGANIZATION...27 Section 12.1 National Districts Section 12.2 National District Governance Section 12.3 National District Representatives...27 Section 12.4 National District Executive Committee Meetings ARTICLE 13 MEETINGS...28 Section 13.1 Meeting Governance Section 13.2 Voting Section 13.3 Ballot Voting by Committees Section 13.4 Participation in Meetings Section 13.5 Notice of Meetings Section 13.6 Waiver of Notice...29 Section 13.7 Quorum ARTICLE 14 FINANCES...30 Section 14.1 General Oversight Section 14.2 Accounting Standards Section 14.3 Budgets Section 14.4 Books and Records of Account Section 14.5 Inspection of Books and Records Section 14.6 Checks and Payment of Money Section 14.7 Maintenance of Tax Exemption Application and Annual Returns. 31 Section 14.8 Investments Section 14.9 Contracts Section Bonding Section Transactions with Officers Section Requirements to Authorize Interested Party Transactions Section Material Financial Interest...32 Section Loans to Officers and Committee Members Section Reimbursement Of Expenses...33 ARTICLE 15 INDEMNIFICATION...34 Section 15.1 Non-Liability of Directors Section 15.2 Indemnification in Third Party Proceedings Section 15.3 Disclaimer of Liability Section 15.4 Expenses Paid Section 15.5 Further Indemnification ARTICLE 16 GENERAL Section 16.1 Construction And Definitions Section 16.2 Amendment of Bylaws Section 16.3 Submission and Review of Amendments ARTICLE 1 CORPORATION AND CHARTER

5 Section 1.1 Corporate Name. The name of this corporation is American Veterans AMVETS (the Corporation or AMVETS ). The Corporation is incorporated as a nonprofit corporation under the District of Columbia Nonprofit Corporation Act. Section 1.2 Federal Charter. AMVETS is a federally chartered membership corporation created by act of Congress. In accordance with that legislation, AMVETS has issued charters to the AMVETS Auxiliary, Departments and other units, including Local Posts. Pursuant to their charters, those units are bound to pursue the purposes set forth in the Congressional Charter and abide by the Bylaws of AMVETS. The AMVETS National Department, all state Departments, all Posts, and all subordinates thereof shall operate as separate, not for profit corporations under the laws of the jurisdiction in which each is located and exempted from taxation under the Internal Revenue Code. Section 1.3 National Headquarters. AMVETS shall be organized with a National Headquarters located in Maryland, a Department in each state, District of Columbia, United States territories, and at such other places as authorized by the National Convention or an intervening National Executive Committee meeting. Section 1.4 Aims and Purposes. The aims and purposes of AMVETS are as follows: (1) To carry out the purposes of AMVETS stated in the Articles of Incorporation. (2) To operate for one or more exempt purposes within the meaning of Section 501(c)(19) of the Internal Revenue Code, or the corresponding section of any future federal tax code in an active status ( Section 501(c)(19) ). (3) To serve our country in peace as in war; to build and maintain the welfare of the United States of America toward lasting prosperity and peace for all its inhabitants. (4) To encourage, in keeping with policies of our government, the establishment of a concrete plan to secure permanent international peace and to assist in the maintenance of international peace. (5) To inspire in our membership a sense of responsibility and to develop leadership for the preservation of our American democratic way of life. (6) To help unify divergent groups in the overall interest of American democracy. (7) To train our youth to become purposeful citizens in a democracy with full knowledge of the responsibilities as well as the privileges of citizenship. (8) To cooperate with all duly recognized existing veterans organizations in the furtherance of the aims of the veterans who have served or are serving in

6 the Armed Forces of the United States during and since World War II. (9) To ensure the orderly return of the veteran to civilian life by protecting the rights of individuals while the service member is still in uniform. (10) To expedite and assist in the rehabilitation of veterans by maintaining employment services; sponsoring educational opportunities; providing counsel on insurance, housing, recreation, personal problems, hospitalization and veterans benefits. (11) To act as a liaison agent between the veteran and the government. (12) To provide an organization to encourage fellowship among all American veterans who have served or are serving in the Armed Forces of the United States during and since World War II. (13) To keep the public forever reminded that the American veterans who have served or are serving in the Armed Forces of the United States during and since World War II fought and served to preserve peace, liberty and democracy for their nation. Section 1.5 Prohibited Activities. The Corporation shall not: (1) Political Campaigns. Participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office that would otherwise be restricted by the Internal Revenue Code for tax-exempt organizations. (2) Activity to Benefit Individuals. Carry on any activity for the profit of its officers, directors, employees, or other persons, or distribute any gains, profits or dividends to its officers, directors, employees or other persons as such. (3) Engage in any activities or exercise any powers that are not in furtherance of the purposes described in this Article except in any insubstantial degree (4) For Profit Activity. Engage in any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c) of the Internal Revenue Code of 1986, as amended (the Code ) or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code. (5) Ownership of Clubrooms. The Corporation shall not own an interest in any clubroom, canteen, facility, or any fund-raising activity operated for or on behalf of the AMVETS National organization, and the Corporation shall not derive any profit from such facilities or activities. Section 1.6 Ownership of Assets. All monies, property, or assets of any kind or nature, as well as all books and records, owned, held, or used in any activity, clubroom, holding company, or Post (which may

7 be sponsored, conducted, or operated by, or on behalf of, any Post, Council, District or Department), shall be the property of such Post, Council, District or Department and must be placed in the care and custody of its respective finance officers. Section 1.7 Fiscal Year. The Corporation s fiscal year shall be the calendar year thus the year will begin on January 1st and end on December 31st. Section 1.8 Fundraising. A public fundraising project is defined as any project or program involving a solicitation or request to nonmembers of AMVETS for a donation or pertaining to the sale of merchandise, goods, tickets or advertising matter of any kind or character. Such fundraising on behalf of National Headquarters shall be conducted by the Corporation s subsidiary, AMVETS National Service Foundation. Public fundraising project or program of any kind or character proposed by any national district, state department, Local Post, or subordinate thereof, that is reasonably anticipated to generate more than $10,000 in available funds shall be submitted to the National Fundraising Committee for prior approval. Section 1.9 Policies. No member of AMVETS shall represent or purport to represent any department, post, or subordinate of AMVETS in opposition to, other than in complete consonance with, AMVETS policy. The policy of AMVETS shall be determined by, and National Headquarters shall notify all Departments, Local Posts, and subordinate organizations of policy adopted by: (1) The National Convention Body as reflected in the policy resolutions adopted. (2) The National Executive Committee, when not in conflict with National Convention mandates or the respective state law of a state department. (3) The compilation of the results of periodic polls of posts on current issues. Section 1.10 Use of the AMVETS Name. (1) Endorsements. The endorsement of an organization or product is prohibited unless specifically approved by the National Executive Committee. Any violation of this provision shall be sufficient cause for disciplinary action against the offending member, Post or Department. (2) Publications. All national organization, state Departments, Local Posts, subordinates or any other branch or affiliate of AMVETS shall provide advance copies of all hard copy or electronic publications which will bear the AMVETS name to the National Public Relations Director and the NEC for approval prior to publication. ARTICLE 2 MEMBERSHIP Section 2.1 Members. Membership in AMVETS constitutes membership in the National organization of AMVETS through Local Post affiliation or membership-at-large. There shall be but one type of membership as described in this Article. No member of AMVETS shall be entitled to receive a certificate of merit 1. Membership in AMVETS is open to:

8 (1) Veterans of the U.S. Armed Forces. Any person who served or is currently serving in the Armed Forces of the United States of America at any time after Sept. 15, 1940, is eligible for regular membership in AMVETS, provided such service when terminated by discharge or release from active duty is by honorable discharge, honorable separation or general discharge under honorable conditions. (2) Veterans of Allied forces. Any American citizen, as an American citizen, who served in the Armed Forces of an Allied nation of the United States at any time after Sept. 15, 1940, and before May 8, 1975, is eligible for regular membership in AMVETS, provided such service when terminated by discharge or release from active duty is by honorable discharge or honorable separation. (3) Reservists and National Guardsmen. All United States reservists and National guardsmen who are now serving, or have been honorably discharged since Sept. 15, 1940, are eligible for regular membership in AMVETS, provided such service when terminated by discharge or release is by honorable discharge or honorable separation. Section 2.2 Disallowed Individuals. No person who is a member of, or who advocates the principles of, any organization believing in, or working for the overthrow of the United States government by force, and no American citizen or permanent resident alien in the United States, one of its territories, possessions or the District of Columbia, who refuses to uphold and defend the Constitution of the United States, shall be privileged to become, or continue to be, a member of this organization. Section 2.3 Honorary Memberships. Honorary memberships shall not be granted. In lieu thereof, certificates of merit may be awarded, or a suitable inscribed award given, to those rendering distinct service to the community and to the American veterans who have served or are serving in the Armed Forces of the United States during and since World War II. Such awards may be made by Posts, intermediate administrative groups, state Departments, the National Executive Committee, the National Department or the National convention. Awards by Posts and intermediate administrative groups must be approved by Department executive committees. Section 2.4 Membership Year. Membership shall run from January 1 through December 31. All AMVETS subordinate organizations shall maintain the same calendar year for their membership. Eligibility for membership and the rights and privileges of members 1 What does a certificate of merit refer to? The words as stated are ambiguous. Certificates for service to AMVETS (i.e. merit) are given to recipients. Does this mean acknowledging service in the armed forces? shall be as provided in the Bylaws of AMVETS and the terms of membership and requirements for holding office within AMVETS shall not be discriminatory on the basis of race, color, religion, sex or National origin. Annual members who pay their annual dues between September 1 and August 31 of

9 any calendar year may convert to life membership during that period and the value of their dues shall be credited towards the cost of life membership. Section 2.5 Allegiance. All AMVETS members shall, prior to their acceptance as members, pledge allegiance to the United States of America and its Constitution and certify that they have read, or have had read to them, the Principles of AMVETS, and that they accept and subscribe to same, and that they shall not advocate or belong to any group or organization advocating the overthrow of the United States government by force 2. The requirement of pledging allegiance to the United States and its Constitution does not apply to foreign Nationals who are not permanent residents of the United States, one of its territories, possessions or the District of Columbia. Section 2.6 Members-at-Large. Any member of AMVETS classified as a member-at-large may not hold an elected or appointed office, nor sit on any committee, at any level in the AMVET organization. Section 2.7 Procedure for Suspension or Expulsion. The procedure for removal of a member or an elected officer, shall be codified in the UNIFORM CODE OF PROCEDURE FOR GRIEVANCES, HEARINGS AND EXPULSION OF A MEMBER attached hereto as APPENDIX A and incorporated herein. Amendments to the Uniform Code may be adopted upon two-thirds (2/3) vote of the NEC on recommendation of the Judge Advocate. 2 This oath is likely illegal. ARTICLE 3 DUES

10 Section 3.1 Annual Membership Dues. The minimum annual membership dues shall be set by the National Convention Body each year at the National Convention, including the amount of dues payable to the Local Post and to the Department. Members-at-large will remit the minimum dues directly to their respective Department. Dues above the minimum may be fixed by the Post and/or Department. (1) Where no Department exists, the annual dues shall be forwarded to the National organization of which the Department assessment shall be maintained in a designated fund for development of future Departments. (2) For each annual member who joins through either direct mailing or similar solicitation as a member-at-large in a recognized Department, National headquarters will retain 55%, and the remaining 45% be disbursed to the recognized Department. (3) For each life member who joins through either direct mailing or similar solicitation as a member-at-large in a recognized Department, National headquarters will retain its share of the life membership, and the remaining share will be remitted to the Department. (4) Within thirty days of receipt, National will disburse the requisite funds to each respective Department. Section 3.2 Life Membership Dues. Life membership dues shall be not set by the National Convention Body each year at the National Convention, nonrefundable and payable to the Post, of which 50% shall be forwarded to the National organization, 25% to the State Department and the remaining 25% shall be for use by the Post. Dues above the minimum set forth herein may be fixed by the Post and/or Department. Where no Department exists, 75% of the life membership dues shall be forwarded to the National organization of which the 25% designated for the Department share shall be maintained in a designated fund for development of future Departments. Section 3.3 National Charter Membership. Members who joined AMVETS in 1947 and prior shall be deemed National Charter Life Members and no dues shall be remitted to the Post State Department or National organization. A National Charter Life Member may decline life membership and thus pay annual dues at his or her discretion. Section 3.4 Life Membership Investment One third of the life membership dues received by the Corporation shall be placed in the General Operating Fund for use by the Corporation. The remaining two-thirds shall be held in a Life Membership Designated Fund invested in accordance with the UNIFORM CODE OF PROCEDURE FOR AMVETS INVESTMENTS attached hereto as APPENDIX B and incorporated herein. Income derived from the Life Membership Designated Fund may be transferred to the General Operating Fund for budget use. Monies in excess of $5,000,000 in the Life Membership Designated Fund may be available to the Corporation for marketing and development. The National Finance Committee shall be designated as the board of trustees of the Life Membership Designated Fund which shall manage, supervise and direct the investment of the life

11 10-50 Members = 2 delegates and 2 alternates Members membership fund and use of available funds marketing and development. Acts by the National Finance Committee pursuant to this Section shall require approval of the National Executive Committee. ARTICLE 4 SUBORDINATE ORGANIZATIONS Section 4.1 General Rules for Subordinates. A subordinate organization of AMVETS may be established only by a provision of these Bylaws. All subordinate organizations membership qualifications must be consistent with the aims and purposes of AMVETS. Payment of dues by subordinate organizations to National shall occur per the schedule set forth by National Headquarters from time to time. Section 4.2 Authorized Subordinates. The following subordinate organization of AMVETS may be established and the rules regarding formation shall be set forth in AUTHORIZED SUBORDINATE ORGANIZATIONS as listed in APPENDIX C attached hereto and made a part hereof: (1) Ladies Auxiliary including Sackettes (2) Sad Sacks (3) AMVETS National Service Foundation (4) AMVETS Charities, Inc. (5) National Junior AMVETS (6) Sons of the for AMVETS (6) Sons of Fun (7) AMVETS Riders (8) State Departments (9) Department Ladies Auxiliary (10) Local Posts (11) Post Ladies Auxiliary (12) Department Junior AMVETS (13) Post Junior AMVETS (14) Department Sons of AMVETS

12 (15) Post Sons of AMVETS (16) Post AMVETS Riders (17) State Service Foundations ARTICLE 5 NATIONAL CONVENTION Section 5.1 Annual Convention. A National Convention shall be held annually in the United States of America over the course of four days within the first two weeks of August 3, at a time and place selected by the National Convention Body not more than five years in advance. Only location bids submitted in advance to the National Finance Committee shall be considered by the National Convention Body. In the absence of a selection of a convention site by a National Convention Body, or in the event the date or place selected by the National Convention Body becomes unavailable or any provision of the convention bid is withdrawn, or if bids are not received in advance, then the NEC shall select the time and place of such convention. The National Convention Body shall decide in all other situations. Section 5.2 National Convention Body. 4 The National Convention Body shall constitute the designated body of the membership with authority to act at the National Convention and set overall policy for AMVETS, revise the Bylaws and elect officers and other representatives. The National Convention Body shall be comprised of duly qualified delegates who are members in good standing selected as follows: (1) Local Post Delegates. Each Local Post shall be entitled to two delegates and two alternates for its first 50 members or fraction thereof. Thereafter, the Local Post shall be entitled to one delegate and one alternate for each additional 50 members. The number of delegates or alternates to which each Local Post is entitled shall be computed by National Headquarters as of July 1 each year and reported to the Local Post as soon thereafter as may be possible. Local Posts must be chartered prior to May 1 to be eligible to vote at the national convention. Example: (2) Department Delegate. Each validly chartered Department shall choose a Department Delegate and an alternate at its Department Convention. For the purpose of determining eligibility for the spring NEC meeting/national convention, the Department membership shall be that of record on the end of month membership printout prior to the meeting. For the purpose of eligibility for the fall NEC meeting, the August 31 end-of-month membership report shall be utilized. (3) NEC Members. Each member of the NEC shall be entitled to one vote at the National Convention, provided that the member s Department meets

13 the requirements of this Article 5. (4) The National Commander shall vote only in the case of a tie. 3 Clarifies dates of Convention. 4 The new language here brings the Bylaws into conformance with D.C. Law. Section 5.3 Delegates and Alternates. Each delegate shall be entitled to one vote. Alternates shall have all the rights and privileges of a delegate except that the alternate shall vote only if the delegate is absent from the National Convention floor at the time of a vote. In the event of the absence or disability of the delegate to participate, the duly elected alternate shall cast the vote of the delegate. Delegates shall represent their Department or Local Post during the entire National Convention unless he or she is unable to attend all or a portion of the Convention, in which case the Alternate shall represent the Department or Local Post for that period of time. In case of death, removal from office or resignation, the duly elected alternate will serve the unexpired term of the delegate. Section 5.4 Transfer of Delegates. Any member who transfers from one Local Post to another must be a member of the transfer Local Post for at least six (6) months before becoming eligible to represent the transfer Local Post as a delegate or alternate at a National Convention. Section 5.5 Status of Delegate, Post and Department. No delegate or alternate of a Local Post or Department shall be seated at the National Convention unless the delegate or alternate: (1) has been a member of AMVETS in good standing on the National membership rolls for at least thirty (30) days prior to the opening of the national Convention; (2) possesses a membership card or other satisfactory evidence identifying the delegate or alternate as a member of the Local Post or Department from which the individual is registering. (3) all of the member s accounts with National Headquarters are fully paid up; (4) the respective Local Post and Department s accounts are fully paid up with National Headquarters and National districts; (5) the Delegate s (or Alternate s) account and membership is certified as of thirty (30) days prior to the opening date of the National Convention; and (6) the Local Post has complied with the requirements to renew its charter for that year, as set forth in these Bylaws, and shall have received a Certificate of Revalidation to the charter for that year. Section 5.6 Registration of Delegates. Delegates to the National Convention may preregister with National Headquarters, provided they meet the requirements set forth in this Article. Section 5.7 Quorum. The National Convention shall not proceed unless a minimum of two hundred fifty

14 (250) voting delegates are registered and in attendance 5. In addition, in excess of fifty percent (50%) of the delegates registered at the National Convention must be present on the convention floor to constitute a quorum. 5 Cleans up ambiguity and unlawful language that pre-determined a quorum. Section 5.8 Rules of the National Convention. After selection of the convention site, the incoming National Commander shall appoint a convention chairman and co-chairman from the Department in the state in which the National Convention will be held. The National Convention Rules Committee shall operate in accordance with in the AUTHORIZED STANDING COMMITTEES as listed in APPENDIX D attached hereto and made a part hereof. National Headquarters will circulate the proposed National Convention Rules to the Departments and Local Posts at least thirty (30) days prior to the National Convention. The Rules of the Convention may be amended by a majority vote of the delegates assembled at the National Convention. Section 5.9 Policy Resolutions to the National Convention. Departments may submit policy resolutions for consideration by the National Convention Body which when passed shall become AMVETS policy and legislative agenda for two years (from September 1 to August 31). National Headquarters shall distribute policy resolutions on issues of national concern to be considered at state department conventions by May 1. (1) Each Department is responsible for submitting national policy resolutions to National Headquarters after its Department convention. (2) Policy resolutions may also be submitted by a department executive committee, or the National Executive Committee and National Committees as authorized by the Bylaws. (3) All policy resolutions shall bear the name and Department of the originator. (4) All policy resolutions must be in compliance with these Bylaws and applicable law. ARTICLE 6 NATIONAL OFFICERS Section 6.1 National Department. The National Department shall be composed of national officers both elected and appointed and the members of the National Executive Committee. It shall be the duty of the national officers to advance the cause of AMVETS, to carry out its aims and purposes, and to provide for realization of the plans and policies established by the mandates of the National Convention and the National Executive Committee. Section 6.2 Candidate Eligibility. No member shall be eligible for any national office unless the individual is fully paid up in all accounts with the National Headquarters 30 days prior to the opening date of the National Convention and unless proof of eligibility for membership has been presented to the Credentials Committee in advance of the convention. Likewise, candidates must be members of a Local Post to be eligible for office. All questions

15 affecting the eligibility for office and conduct of national officers shall be referred to and determined by the NEC Executive Committee. Candidates must be bondable if elected pursuant to the specifications set forth in Article 14. Officers shall serve without compensation. Section 6.3 Paid Employees. No paid employees of AMVETS National, the National Service Foundation or any Department including its respective Service Foundation, shall be eligible for election or appointment to any national office nor shall the paid employee participate in the election or pre-election activities on the part of any candidate for election to office in AMVETS. However, said employee shall have the right to vote if the he or she member is a member in good standing. Any violation of this provision shall be cause for dismissal from the employee s paid position. Section 6.4 Term of Office. Officers elected at a National Convention shall be installed at a special ceremony held during the National Convention. The term of office shall be from September 1 to August 31 of each year. Section 6.5 Vacancies. Any elected or appointed officer or committee member who fails to pay his or her membership dues during the term of office or appointment shall be automatically dropped from the officer s roster and said office shall be declared vacant by the National Commander. (1) Succession. In the event of a vacancy in the office of National Commander, the National First Vice Commander shall succeed to that office. In the event of a vacancy in the office of the National First Vice Commander, the National Second Vice Commander shall assume the office of National First Vice Commander. (2) Appointment. In the event of a vacancy in the office of the National Second Vice Commander, National Finance Officer, National Provost Marshal or National Judge Advocate, regardless of the reason for such vacancy, the National Commander shall appoint an AMVET to fill the vacant office. Such appointment shall be with the approval of the NEC and the appointee shall be in compliance with all qualifications and restrictions regarding the holding of said office as set forth in any other article of the constitution and bylaws of AMVETS, except the requirement of election. On approval of the National Executive Committee, the appointee shall assume all powers and responsibilities pertaining to the office as though elected. Section 6.6 Vacancies in Office of District Commander. In the event a vacancy occurs in the office of a National District Commander, the office will be filled as provided in the National District s Bylaws. Should the District not provide for succession to the office of district commander, the Departments within that district shall hold an election to fill such vacancy. If no election is held within 30 days of notification of the vacancy to the Departments by National Headquarters, the National Commander shall fill the vacancy by appointment, subject to approval of the National Executive Committee.

16 Section 6.7 Removal from Office. The procedure for removal of an elected officer, shall be codified in the UNIFORM CODE OF PROCEDURE FOR GRIEVANCES, HEARINGS AND EXPULSION OF A MEMBER attached hereto as APPENDIX A and incorporated herein. Amendments to the UNIFORM CODE may be adopted in accordance with the rules for amending these Bylaws. Section 6.8 National Officers. The following officers shall be elected at each National Convention to serve a one (1) year term which shall commence on July 1, except the elected National Vice Commanders may succeed themselves once in each respective office: (1) National Commander. No elected National Commander shall serve consecutive terms in office unless filling such office by succession or election to a vacancy occurring between National Conventions. (2) National First Vice Commander (3) National Second Vice Commander (4) National Finance Officer (5) National Provost Marshal (6) National Judge Advocate. Section 6.9 National District Commanders. Each recognized national geographic district in meetings assembled at the National Convention shall elect a National District Commander to promote and coordinate activities within the district for the express purpose of furthering the aims and purposes of AMVETS. National District Commanders shall be national officers and shall be members of the NEC with voice and vote. All National District Commanders shall report, in writing, to each meeting of the National Executive Committee. In the event that a National District Commander fails to submit reports herein required, then reimbursement of his or her otherwise authorized expenses shall be forfeited. Section 6.10 Insurance and Fidelity Bonds. The National Finance Officer shall obtain and maintain: (1) a fidelity 6 bond in accordance with Article 14 hereof. (2) Officers and Directors liability insurance, including errors and omissions coverage for all officers, directors and committee members of the Corporation. (3) Employers Liability coverage for errors and omissions of staff and employees of the Corporation. (4) Such other insurance with such coverage as shall be determined by the National Executive Committee.

17 Section 6.11 Standard of Conduct. All national officers, elected and appointed, members of the National Executive Committee, all statutory committee members and all standing committee members, shall discharge his or her duties in good faith, in a manner that he or she reasonably believes is in the best interests of the Corporation, and with either the care that a person in a like position would reasonably believe appropriate under similar circumstances or with the care of an ordinarily prudent person in a like position would exercise under similar circumstances (in the case of officers). In discharging their duties, Officers and NEC members shall disclose any material information that is not already known to the other national officers and/or NEC members. Section 6.12 Term Limits 7. No individual shall serve in the same elected or appointed office for more than two terms. In addition, after four consecutive terms, a member shall be ineligible for any elected office for a period of two years. 6 Note that the correct bond here is a fidelity bond which protects for the unlawful and deceitful acts by an employee or volunteer against an organization. A surety bond pays an injured party in the event that the responsible party defaults. 77 New. Required by corporate governance standards. ARTICLE 7 DUTIES OF NATIONAL OFFICERS Elected Positions Section 7.1 National Commander. The National Commander shall be the elected head of AMVETS, with full power to enforce the provisions of the National Constitution, the National Bylaws and the will of the National Convention and National Executive Committee. The title National

18 Commander shall equal the title of President in corporate protocol. The National Commander shall serve as a ex-officio member without right to vote on all committees. The National Commander shall perform such other duties as are usually incident to the office and shall serve without compensation. Section 7.2 National Vice Commanders. The National Vice Commanders shall be elected by the National Convention Body and shall act as representatives of the National Commander in all matters referred to them by the National Commander and, on the National Commander s request, preside over sessions of the national convention or the National Executive Committee and shall serve without compensation. (1) National First Vice Commander. The national first vice commander shall be primarily responsible for the membership of the organization and shall coordinate all department membership directors or vice commanders in charge of membership. The national first vice commander shall also: (a) (b) (c) (d) (e) correlate the convention mandates on membership between the National Department and the state departments, national districts and posts; in conjunction with the National Membership Director, review and reevaluate current membership programs and report his recommendations to the National Commander, the NEC and the national convention; in conjunction with the National Membership Director, endeavor to create and present new membership incentives to the National Commander and the National Executive Committee; be informed as to the membership strength of the national department, national districts and all state departments. The national first vice commander shall be responsible for seeing that this information is circulated monthly to national district commanders, state department commanders and adjutants, and to all national officers. perform such other duties in connection with membership as the National Commander shall direct. (2) National Second Vice Commander. The National Second Vice Commander shall be primarily responsible for the programs of the organization and shall coordinate all department programs. The National Second Vice Commander shall also: (a) conjunction with the National Program Director, review and reevaluate the existing programs and report recommendations to the National Commander, the NEC and the national convention; (b) (c) coordinate all programs between national and department levels; conjunction with the National Program Director, study and recommend new programs to the National Commander and the NEC for consideration;

19 (d) (e) be knowledgeable on all programs instituted by the National Department and its subordinates, especially those involving contact with the general public. perform such other duties in connection with AMVET programs as the National Commander shall direct. Section 7.3 National Finance Officer. The National Finance Officer shall be elected by the National Convention Body. The title National Finance Officer shall equal the title of Treasurer in corporate protocol. The National Finance Officer shall : (1) Along with the National Finance Director, be custodian of the funds of the National Department. (2) Make reports on the condition of the Corporation s treasury at each meeting of the NEC, the National Convention, and when called for by the National Commander or National Executive Committee. (3) Perform such other duties as are usually incident to the office. (4) Obtain a fidelity bond for service in this position. 8 Section 7.4 National Provost Marshal. The National Provost Marshal shall be elected by the National Convention Body and shall maintain order at the national convention, NEC meetings and such other ceremonies/functions as directed by the National Commander and shall serve without compensation. Section 7.5 District Commanders. The District Commander elected by each of the recognized national districts shall report at National Executive Committee meetings, chair national district meetings and act on behalf of the National Commander. When called on by the National Commander, the district commander shall travel within the geographic boundaries of the district for the purpose of representing the organization, investigate or assist in settling disputes, follow up, make recommendations and report activities. District Commanders shall serve without compensation. 8 New obligations required under corporate governance regulations. Appointed Positions. Section 7.6 National Judge Advocate. The National Judge Advocate shall be appointed by the National Commander, and shall advise the national officers and the NEC on the construction and interpretation of the National Constitution and Bylaws, and shall perform such other duties as are incident to the office and shall serve without compensation. The National Judge Advocate shall

20 serve as an ex officio member without any voting rights for all committees. The National Judge Advocate shall act as an advisor to the national officers and NEC and not provide legal advice or representation to the Corporation. The National Judge Advocate must have served at least one term as an AMVETS National, District or Department Commander or be a member in good standing of the bar of a state, territory or the District of Columbia and in practice for a period of not less than five years 9. Section 7.7 Deputy National Judge Advocate. The Deputy National Judge Advocate, shall be appointed by the National Commander, and during incapacity of the National Judge Advocate, shall perform all duties incidental to the office of the National Judge Advocate and shall serve without compensation. The Deputy National Judge Advocate shall be a member in good standing of the bar of a state, territory or the District of Columbia and in practice for a period of not less than five years. Section 7.8 National Chaplain. The National Chaplain shall be appointment by the National Commander, and shall perform such religious and nonsectarian services as may be necessary, adhering to the appropriate ceremonial rituals, and discharge of other duties incident to the office and shall serve without compensation. Section 7.9 National Inspector General. The National Inspector General shall be appointed by the National Commander shall be the investigating officer of the organization and shall serve without compensation. By direction of the National Commander or the National Executive Committee, the National Inspector General shall: (1) make any necessary investigations pertaining to grievances, disciplinary cases, fraud or dishonesty within the organization and charges of conduct unbecoming an AMVET. (2) Shall be empowered to have access to all records, financial and otherwise, of all departments, post officers or members when necessary for the discharge of the National Inspector General duties. (3) In making such investigations, the National Inspector General shall report to the National Commander who shall, in turn, review the findings with the National Judge Advocate and, if warranted, report to the National Executive Committee. 9 The former Bylaws only required the Deputy J.A. to be a member of a bar. This rewrite makes the requirements of the J.A. and the Deputy J.A. consistent and follows expectations for the job. ARTICLE 8 NATIONAL STAFF Section 8.1 Authorized Positions. The following positions shall be authorized:

21 (1) National Executive Director (2) National Finance Director (3) National Service Director 10 (3) National Legislative Director (4) National Programs Director (5) National Public Relations Director (6) National Membership Director (8) National Deputy Service Director Section 8.2 Duties of Authorized Positions. Duties of the authorized positions and rules shall be set forth in NATIONAL STAFF AND EMPLOYEES as set forth in APPENDIX E attached hereto and made a part hereof. 10 The National Service Foundation officers report to the National Service Foundation, not the National organization and thus should to be referenced here. ARTICLE 9 NATIONAL GOVERNANCE

22 Section 9.1 National Executive Committee. The National Executive Committee ( NEC ) shall constitute the overall governing body of AMVETS and shall function only during the National Convention, the Fall and Spring Conferences. The NEC shall have the authority set forth in these Bylaws except for matters reserved to the National Convention Body or the National Executive Board. The NEC Shall be composed of the following individuals who shall be deemed national officers and shall be entitled to one vote unless otherwise noted: (1) National Commander who shall vote only in case of a tie. (2) past National Commanders who shall have but one vote divided equally among those present and voting; however fractions of one vote may be cast on an individual basis by a past National Commander at his or her personal discretion. (3) All elected National Officers. (4) National District Commanders. (5) all other elected national officers. (6) NEC Member(or his or her alternate) representing each organized Department which complies with all of the requirements of these Bylaws. (7) National Chaplain who shall serve without vote. Section 9.2 National Executive Board. Between the National Convention and Fall and Spring Conferences, the National Executive Board ( NEB ) shall be the governing body of the Corporation, having the authority to act on administrative affairs and carry out the duties granted by these Bylaws and by District of Columbia Non-Profit Corporation Law of The NEB shall function as the Corporation s Board of Directors and shall be composed of the following members: (1) National Commander who shall vote only in case of a tie. (2) First Vice National Commander. (3) Second Vice National Commander. (4) National Judge Advocate. (5) National Finance Officer. (6) National Provost Marshall. (7) All District Commanders. Section 9.3 Vesting of Power. Between the National Conventions, the NEB shall be the governing body of the Corporation and shall be responsible for: (1)

23 (2) (3) (4) (5) In conjunction with the National Public Relations Director, review all publications bearing the name AMVETS, published by the national organization, state Departments, Local Posts, subordinates or any other branch or affiliate of AMVETS. Section 9.4 Meetings. Stated meetings of the NEC shall be held as follows: in conjunction with the National Convention and in the months of March or April and the months of November or December at National Conferences. On reasonable notice, special meetings of the NEB may be held at the request of the National Commander or any two members of NEB. All NEB meetings will be held within the continental United States of America. Section 9.5 Reimbursement for Expenses. NEC Members shall serve without compensation, but may receive such reimbursement of reasonable expenses in accordance with the UNIFORM POLICY FOR FINANCES, ACCOUNTING AND VOLUNTEER EXPENSES in APPENDIX G attached hereto and made a part hereof. Section 9.6 Selection of Department Representatives. Each Department Representative and alternate shall serve for a term of two years. Any Department Representative elected to a national office by a National Convention or appointed to a national office by the National Commander shall, if the individual accepts the elective office or appointment, be deemed to have resigned the office as a Department Representative. The Departments of Alabama through Missouri, including the District of Columbia, shall select Department Representatives in the even-numbered years and the Departments of Montana through Wyoming shall select Department Representatives in the odd-numbered years. A Department Representative or alternate shall take office on adjournment of the Department convention at which he or she is elected and serve until a successor is duly elected and qualified. ARTICLE 10 NATIONAL STATUTORY 11 COMMITTEES Section 10.1 Establishment of Statutory Committees. This Article establishes the member composition, duties and responsibilities of the National Statutory Committees which fulfill corporate governance requirements. Each statutory committee shall meet at least once prior to each National Convention and at other times as set forth in these Bylaws. The Committees are: (1) National Finance Committee (2) National Grievance Committee (3) National Personnel Committee

24 (4) National Audit Committee (5) National Fundraising Committee (6) Council of Past National Commanders. Section 10.2 National Finance Committee. (1) The National Finance Committee ( NFC ) shall consist of nine voting members: (a) (b) (c) (d) The National Finance Officer who shall be the chairman. The National Commander. The National Judge Advocate. The president of the National Service Foundation or, in his or her absence, the vice president of the National Service Foundation. (e) The most immediate past National Commander 12. (f) (g) (h) Two members to be elected by the NEC from among the membership of the NEC as of September 1 following the election. The National First Vice Commander. The National Second Vice Commander. (2) If the chair is temporarily vacant, for any cause whatsoever, the National Commander shall conduct an election from among the members of the committee to serve in place and stead. 11 New Committee designations. Statutory Committees are essential corporate committees that perform functions at the direction of the Board. 12 This should be the immediate past National FINANCE Officer someone with historical financial expertise should ALWAYS be on the Committee. (3) The NFC shall meet annually in the month of July and prior to each NEC meeting. Special meetings may be called by the chairman or by any three members of the committee. (4) The NFC shall make an annual report to the national convention. (5) The NFC shall be charged with the preparation of the annual budget and the handling of funds, subject to the approval of the National Executive Committee and the limitations set forth in the Bylaws. The NFC shall submit a provisional annual budget to the NEC for its approval at its December meeting. Within