VVA Chapter 96 Comparison of "New" Bylaws with Other Guiding Documents, and Recommendations for Annual Meeting and Election

A detailed comparison of certain provisions of the VVA National Constitution regarding Chapters;
Chapter 96 Articles of Incorporation as filed 19 August 1983 and amended 28 June 1990;
Chapter 96 Bylaws as amended 11 July 1989; Chapter 96 Bylaws as purportedly adopted
19 October 2006; and Chapter 617, Florida Statutes

Revised 15 June 2007

First let me establish a general context. Vietnam Veterans of America, Inc. (hereinafter referred to as VVA) is first and foremost a NATIONAL veterans organization in the United States of America. As a National organization VVA is incorporated in the state of New York and is also chartered by the United States Congress as a veterans service organization. Here is what the VVA National Constitution has to say about the "force" of various documentary authorities at the National level upon every VVA member, in Section III A.:

Membership in the corporation is open to any veteran of the military service of the United States of America, who served on active duty during the dates established by federal law for the Vietnam War, paying in advance annual dues set by the Board of Directors, and conforming to, and complying with, this Constitution, bylaws, and rules of the Corporation now or hereinafter in effect. The Board of Directors shall have the right to set rules for waiver of dues in situations it deems appropriate. Members shall file with their Chapter, or with the Corporation, if they are not affiliated with a Chapter, a DD Form 214, or other proof of qualification for membership.

Vietnam Veterans of America Big Bend Chapter 96, Inc. (hereinafter referred to as VVA Chapter 96 or Chapter 96) is just one of many tiny local chapters within that NATIONAL organization, and it is SUBORDINATE IN ALL RESPECTS besides to the laws of the state of Florida in which the Chapter is incorporated, to the bylaws of the VVA Florida State Council, to the Florida Articles of Incorporation of Chapter 96, and to ALL REQUIREMENTS OF VVA NATIONAL.

Every VVA officer, director, and committee chair at Chapter level is required to swear or affirm to the following oath which is contained in Appendix III of the VVA National Constitution, and is in fact the very last provision of the VVA National Constitution:

Oath of Office for officers, directors, and committee chairs of Vietnam Veterans of America, Inc., chapters.

I do solemnly swear (or affirm) that I, _________(state your name), will faithfully execute the office of ________(state your office, directorship, or committee chair) of the Vietnam Veterans of America, Inc., Chapter_________ and will, to the best of my ability, preserve, protect, and defend the Constitution of the United States of America and the Constitution of Vietnam Veterans of America, Inc., the by-laws of the ___________State Council, and the by-laws of Chapter______.

I was not there when it happened so I cannot testify that the Chapter 96 board took this oath, but unless that oath was administered no VVA chapter officer, director is a legitimately serving leader of any Chapter of Vietnam Veterans of America. Notice how the oath sorts through a hierarchy of levels of authority in descending order of force... at the very top the Constitution of the United States of America, then the National Constitution of VVA , then the bylaws of the (in this case Florida) State Council, and finally at the lowest level... the bylaws of the Chapter, in this case Chapter 96. There is no conflict among these levels of authority, or at least none that isn't reconciled by the fact that the higher level of authority always prevails.

Now that the stage has been set, here's what I'm talking about as to the "details" of the bylaws comparison, in 3 specific "subject" areas, as follows:

SUBJECT # 1: Quorum at Membership Meetings

WORDING OF VVA NATIONAL CONSTITUTION: Article III, Section 3 F

Each chapter shall define their quorum as required by state or local law.

Wording of Section 617.0601, Florida Statutes: Members, generally.--

(1)(a) A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, the qualifications and rights of the members of each class, any quorum and voting requirements for meetings and activities of the members, and notice requirements sufficient to provide notice of meetings and activities of the members must be set forth in the articles of incorporation or in the bylaws.

Wording of Chapter VVA 96 articles of Incorporation, Article IV:

However, there have been many amendments of Chapter 617 Florida Statutes since Chapter 96 was incorporated in 1983, and the following was the quorum requirement as expressed in the Chapter 96 Bylaws as amended on 11 July 1989... the bylaws member quorum requirement in effect from then till 19 October 2006:

Wording of the VVA Chapter 96 Bylaws as amended 11 July 1989:

Article IV, Section 6. Quorum. The presence in person of 10 percent, in person, of the members entitled to vote at any meeting shall constitute a quorum for the transaction of any business, provided, however, that the presence in person of 25 percent of the members entitled to vote at an annual meeting shall constitute a quorum for the transaction of any business at said annual meeting. The State Council may modify such quorum requirements in the event that the members of the Chapter requesting such modification are regularly unable to attend meetings because of incarceration.

Wording of "New" VVA Chapter 96 Bylaws purportedly adopted 19 October 2006:

In case you you are not clear as to the meaning, this is as to MEMBERS... NO QUORUM REQUIREMENT AT ALL, rather a statement that a vote by 50% of those present at a membership meeting, no matter how few, is sufficient to carry. In other words, if two people are present, and one of them votes in favor of "something" and the other votes against it, that "something" would carry and become the expressed will of the members of VVA Chapter 96. Please note that in such a situation a decision would have been made by less than a simple majority of the members present, and that members present would have been less than 2% of the Chapter 96 membership as of May 2007.

Also, since this was a reduction of the quorum requirement of the bylaws as they existed at that time, the following applies:

Wording of Section 617.0725, Florida Statutes

Quorum.--An amendment to the articles of incorporation or the bylaws that changes or deletes a greater quorum or voting requirement must meet the same quorum or voting requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements prescribed in the provision being amended.

MY COMMENTARY: To have been a properly approved amendment all Chapter 96 members would have to have been notified of the meeting of 19 October 2006 10 days in advance as specified by the 1989 Chapter 96 bylaws AND probably 7 members would have constituted a proper quorum. I have previously stated to the board that the quorum would have been considerably more... and I was mistaken about that; however as best I can tell, members were selectively notified of that meeting. There is a record that strongly suggests only 24 notices of the meeting and impending bylaws vote were mailed... and that the notice was mailed less than the 10 days in advance required by the 1989 bylaws. I was eventually able to obtain minutes of the meeting but they do not show who was present and I have been told by the VVA Chapter 96 Secretary that the whereabouts of the member sign-up sheet for the meeting is unknown. The minutes of the meeting of 19 October 2006 state that there was a quorum present and voting; however, since the board also avers that it had no idea that the Chapter had any bylaws, it was also apparently ignorant of the quorum existing requirement and without member and board attendance sign-up sheets for that meeting, that simple statement is absolutely devoid of significance. Those minutes do not even identify the body that met and purportedly approved the "new" bylaws, as to whether it was at a meeting of the board or membership.

SUBJECT # 2: Quorum at Board Meetings

WORDING OF VVA NATIONAL CONSTITUTION: Article III, Section 5 H

A quorum of the Board of Directors shall be two-thirds of the whole number of the Board of Directors, 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 Directors present at any duly constituted meeting at which there is a quorum present, shall be the act of the Board of Directors, except as otherwise provided by law, this Constitution, or the rules, procedures, or directives of the Corporation.

Wording of Section 617.0824(3), Florida Statutes, Quorum and voting.--

If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the articles of incorporation or the bylaws require the vote of a greater number of directors.

Wording of the VVA Chapter 96 Bylaws as amended 11 July 1989:

Article V, Section 6. Quorum and Voting. A quorum of the Board of Directors shall be two-thirds of the whole number of the Board of Directors or that number greater than two-thirds which is closest to two-thirds when the number of Directors is not divisible by three. The act of a majority of the Directors present at any duly constituted meeting at which there is a quorum present shall be the act of the Board of Directors, except as otherwise provided by law; by the VVA Constitution, rules, procedures, or directives; or by these By-Laws.

Wording of "New" VVA Chapter 96 Bylaws purportedly adopted 19 October 2006:

MY COMMENTARY: The language used here is ambiguous as to what "current" means, but can be construed as an actual quorum requirement of some kind and falling within allowable standards of the Florida Statutes. Again, however, in some situations, this wording would also allow directors voting in the affirmative on a motion to carry a decision on a tied vote. This "winning" with less than a majority vote is clearly both a lower standard than is allowed by the Florida Statutes, and also may represent lowering of a quorum without that quorum being present to vote, which would be a violation of Section 617.0725, Florida Statutes as previously discussed in Subject # 1, regarding the membership quorum. In any case, however, this bylaw was written with BLATANT disregard to the requirements of the VVA National Constitution. The minutes of the meeting of 19 October 2006 state that there was a quorum present and voting on the "new" bylaws; however, since the board also avers that it had no idea that the Chapter had any bylaws, it was also apparently ignorant of the existing quorum requirement and without member and board attendance sign-up sheets for that meeting, that statement is absolutely devoid of significance. Those minutes do not even identify the body that met and purportedly approved the "new" bylaws, as to whether it was done at a meeting of the board or of the membership.

SUBJECT # 3: Annual Elections

WORDING OF VVA NATIONAL CONSTITUTION: Article III, Section 4 B

The annual meeting of the members of the Chapter, held after December 31, 1986, shall be held in April of each year on a day and at a time and place to be determined by the Board of Directors of the Chapter for the purpose of electing Officers, each for a one-(1) or two-(2)-year term as determined by the Chapter; Nominating Committee members, each for a one-(1), or two-(2)-year term as determined by the Chapter; Directors, each for a one -(1), two-(2), or three-(3) year term as determined by the Chapter; State Council delegates, who shall be elected for a term of two (2) years at the annual meeting occurring in each even-numbered year; and for the transaction of such other business as may properly come before the meeting.

Wording of "New" VVA Chapter 96 Bylaws purportedly adopted 19 October 2006:

MY COMMENTARY: Please note that this purported bylaw is a "two for the price of one" violation of the requirements of the VVA National Constitution. It sets the Chapter 96 annual meeting in February instead of in April, AND it also turns a position that is doubly elected under the VVA National Constitution, the Nominating Committee chairship (same thing as an Election Committee chairship, and required by the Constitution first to be elected by the membership at the annual meeting as a Nominating Committee member, and then secondly to be elected by the Committee as its chair) into a ex-officio old folks home for the immediate past president.

CONCLUDING STATEMENT: My guess is that many of you got a glazed look in your eyes and were lucky not to doze off in following through the complexity of just these three subject areas. Bylaws are mind-numbing, and people who are deeply interested in them are few and far in between. The purported "new" bylaws are 8 pages long. All three of the "examples" given above are from page 5, and I chose them because they are both representative of the general sort of FATAL ERRORS and inconsistencies made in composing the purported "new" Chapter 96 bylaws, and because I consider these to be some of the most important of such errors and inconsistencies... the most important because they so obviously diminish the authority and rights of the membership in the Chapter... except that really, they don't. The purported "new" bylaws are FILLED with such problems. These three are nowhere near they sum or totality of such problems. They are JUST examples! But the underlying reality is that in a NATIONAL VETERANS ORGANIZATION no Chapter board can actually do such things to the Chapter, even if the members approved their doing them... which I don't believe for a single minute to have actually, legitimately, happened. What this sort of "outlaw" bylaws can do, and do quite easily, though, is get every officer and director involved in composing them and promoting them, and possibly every director and member who voted for them, PLUS the ENTIRETY OF CHAPTER 96 lined up to be SUSPENDED by the VVA State Council, Regional Director, or National President, and could even ultimately result in the individuals most involved being EXPELLED from VVA entirely, and/or Chapter 96 being permanently closed down.

Because their actions involve numerous violations of the VVA National Constitution and the oath of office of the officers and directors involved as well what I consider to have been "failure to act with the care an ordinarily prudent person in a like position would exercise under similar circumstances" I could have proceeded directly towards filing charges against the specific directors centrally involved in the outrageously irresponsible behavior shown in the drafting and adoption of these purported "new" bylaws, or even to filing a lawsuit; however I did not do so for several reasons. First, I chose to go directly to those who had screwed this up, explain the problems, and ask them to correct the situation themselves. The result of this is that I now stand as the only member of Chapter 96 ever, to my knowledge, to have been charged by the board of directors with anything. In other words, they attacked the messenger like a pack of rabid dogs. They did so on another subject, mind you... but I have little doubt but what it was a spoiling attack attempting to dislodge me from this, not to mention damage my reputation. How little do they know me...

Their skills displayed in pressing that nasty and completely unfounded charge against me was similar to the skills displayed in drafting the "new" bylaws in 2006... which is to say virtually nonexistent, and in fact so poorly was that done that with regard to the established VVA Code of Disciplinary Policy and Procedures, effectively no charge has actually been made against me. Although there is a section of the Chapter 96 bylaws as amended in 1989, that provides for discipline of Chapter 96 members by the Chapter 96 board, the effectiveness of that section was long ago superseded by the VVA Code of Disciplinary Policy and Procedures which did not exist yet in 1989. The Code of Disciplinary Policy and Procedures as is it is posted online at http://www.vva.org/OrgDocs/10-2005DisciplinaryPolicy.pdf bears dates going back to only 2001, but from my memory I am fairly certain that at least to some degree the practices that have gone into the present Code were being placed into effect as early as the early 1990s. However, even that was later than 1989 when the Chapter 96 bylaws were last amended. In 1989 I crafted and the membership approved an entirely new article, "Article XIII - PRECEDENCE," which made it crystal clear that (from then onwards) ANY FUTURE amendment of the VVA National Constitution that conflicted with any existing Chapter 96 bylaw immediately superseded and made moot the conflicting Chapter 96 bylaw. This is a clear case of just exactly hat having since occurred, having been brought about by the inevitable onward course of VVA's organizational history. Indeed, the VVA National Constitution was long ago amended to reference the binding effect of the Code of Disciplinary Policy and Procedures at all subordinate levels. But just like when they crafted and adopted the "new" bylaws, no serious attempt was made by the board members involved to put what they were doing into a proper context within the overall VVA organizational scheme, and the board again BLUNDERED, badly. Instead of properly placing the charge, which in and of itself was improperly made, into the standing VVA disciplinary system, the Chapter board again exceeded its authority and both moved and voted to "suspend" me, which they no longer have any authority whatsoever to do AND set up an ad hoc "kangaroo court" committee of Chapter 96 members, then referred the matter to that committee, all three of which actions are entirely improper because they are contrary to specific provisions of the now governing VVA Code of Disciplinary Policy and Procedures. In fumbling and fizzling at making that charge that they tried to make, however, five of Chapter 96's directors did pretty much make jackasses of themselves, and in my humble (layman's) opinion one of them may have both "mis-spoke" under oath in several different ways in a sworn and notarized statement AND by the unfounded content of the charge put himself wide open to a lawsuit by me for libel and defamation of character. An officer of Chapter swore on oath that he was charging me on behalf of the board of directors, he did so two days before the board of directors even met and in any way officially discussed the matter, AND when the board did meet they NEVER moved, discussed, or voted to make charges... rather solely to "suspend" me. What action I take next will be much affected by how that officer and his five associates next act. A sworn and notarized written retraction of the charge and apology might take care of that particular matter... so far as I am concerned; however I do point out that I have no control over what the State Council President might decide to be a proper course of action in such a situation. And, beyond that there is, still, a whole laundry list of inappropriate actions and inactions on the part of these five directors plus one other (a total of six) acting in concert. The membership needs to rise up en masse and resoundingly VOTE ALL SIX THEM OUT OF OFFICE on June 21st. After that, there still may be charges to be pursued against some of them. If they or some of them continue to pursue their outrageous patterns of conduct, there may be no alternative to pursuing charges. Time only will tell. My main concern is for the appearance of integrity and reputation of Chapter 96 in the community, and some of these officers and board members' actions outside of these bylaws issues have already badly damaged those. However, I also have concern for the personal reputations of these six members of Chapter 96 in the community that is about 180 degrees away from the way that they have mistreated me personally, and unlike them I will not rashly pursue disciplinary charges nor do I care to unnecessarily chastise them. Yet if further "shenanigans" ensue and I feel that I must... pursuing charges is an option still available to me, or for that matter, to any member of Chapter 96. These six have, in my opinion, to some degree or another, wronged us all!

As to the notice of the special meeting to retract the purported "new" bylaws... In my opinion, those bylaws put Chapter 96 in peril of suspension or possibly even revocation of our VVA charter. I recommend that the motion to be made in their regard is that they were NEVER anything more than "purported"... that the bylaws adopted in 1989 (as since affected by amendments of the VVA National Constitution) have been the only effective bylaws of Chapter 96 since 1989, and that they continue to be our bylaws until such time as PROPERLY amended by the members of Chapter 96.

Further, Chapter 96 has in fact shriveled down in its usefulness and service to the community and nation, to less than a role of bit player. For over a decade now it has mainly been operated at a very low level of energy by a "caretaker" board. It has continued to be able to strike a few small blows for Vietnam veterans and other veterans in the local area (which is truly an enormous area since the nearest VVA Chapters in Florida are at least 100, but in fact as I understand it all actually over 200 miles away from Tallahassee). While we are at straightening out this gawd-awful mess of bylaws confusion and failure of leadership, here in this time when our nation is again at war, we must also "Take it to the Limit, One More Time." VVA Chapter 96 needs and deserves a rebirth as an effective local Chapter of a National veterans organization, designed and intended as "a place in the sun" where veterans can work together to help their fellow veterans. In trying to bring about this rebirth, though, I personally call that we must "leave no man behind." I only ask that our errant leaders, in spite of their sins, be electorally removed from office. I would like very much, in spite of the miserable treatment that they have accorded me, to see them remain members of the Chapter, and perhaps even again at some time in the future, after a suitable period of "attitude adjustment and reeducation" return to leadership roles, if they choose to do so. I would like very much for there to be no practical need to pursue charges against any of them... in which case no charges will be pursued, at least not by me. As I've already noted, though, they have wronged the entire Chapter... so any member could pursue charges against them through the VVA Code of Disciplinary Policy and Procedures should he or she feels called upon to do so.

Who are the directors who need to not be elected or re-elected? In alphabetical order, they are: Gerald Floyd, Charles Patterson, Mike Seagraves, Don Tobin, Robert Van Alstine, and, unfortunately and I really hate to say this after his many years of loyal service to Chapter 96, but also Mike Whiddon who seemed among other things, to have particularly delighted in thundering against me and tooting his own horn at the same time.

Current Chapter 96 president John Petriellio has done yeoman work in attempting to navigate a true course through this awful mess and right the condition of Chapter 96. He has told me that he does not wish re-election, but will accept nomination as an "at-large" director of the Chapter. That he fully deserves. Rick Clevenger and Ken Ganey have also stood solidly in the corner of the true interest of Chapter 96 and of all of its members, and they also deserve return to office. Beyond that I have difficulty in saying who we should elect.

I am by far more personally concerned and interested in assuring the return of the Free Fire Wire or some similar, effective Chapter 96 news organ with at least a world wide web presence, and perhaps to some extent a hard copy circulation through the U.S. Mail, than I am in assuming any office. I have considered and am still am considering accepting a nomination either to the office of Chapter 96 Secretary, President, and/or possibly also State Council Delegate, and Constitution Committee. I have made no decision and will have difficulty ever making a decision, and had just as soon the members do that for me. I just want to warn, however, that I now am and have been since about 1998, 100% service-connected disabled. I hope that my abstract reasoning capabilities are about as good as ever, however my body is steadily going to hell in slow motion and besides service connection for three separate physically disabling conditions, I have also been found to be 100% disabled by PTSD (under the criteria of the old DSM III, which are less rigorous than those of the current DSM IV). This current campaign to restore Chapter 96 in itself has been a big drain on me. I'm not sure how well I can continue under a steady diet of pressure. I had to take about a week off from this right at the peak, because I was getting to a point where I was neither sleeping nor eating and if I tried to sit at a keyboard and write... I passed out like a light. But, if I got up from the chair, lay down, and tried to sleep... I could lay for hours wide awake, not sleeping an instant. There is a limit on how long I can proceed in that manner, to one extent or another it's about the only manner I have of proceeding, and it might be in the best interest of the membership to just leave me working on a Chapter newsletter, and nothing else. I will accept whatever the members decide in that regard, and will do my best at it as long as I can.

Beyond that, Robert Flanagan has said that he is available, and I support his nomination either as Chapter treasurer or as an at-large director. Boe Boeve has been very concerned about the situation with the Hootch lease expiring on 1 September 2007 (barely 2 months after the Chapter 96 annual meeting), but is able to serve only at a committee level due to family commitments. Beyond that, Chapter 96's members need to find additional candidates on their own, for offices in total including all officers and directors, three members of the standing Nominating Committee, and MAYBE two State Council delegates. The situation with State Council delegates is a "tricky" one due to there being incumbents in office who are also currently sitting Chapter 96 board officers who need to be voted out as board officers, but their separate offices as State Council Delegate have two year terms, and they are mid-term in those. Given that after over a year in office they have demonstrated no understanding at all of what State Council does that I can see, I believe that they should be removed from those offices if they do not voluntarily resign them... but I cannot at this moment deal with guiding a removal procedure for those offices. I can only say that failure of the incumbents to resign them may lead to pursuing charges related to those offices, so it would be in the best interest of the incumbents and of Chapter 96 for them to resign those offices in writing before the annual meeting so they too can be filled in conjunction with the Chapter 96 annual meeting and election.

Richard White ( e-mail address camlo@anhaica.org )
VVA Life Member # 61
15 June 2007 (this version supersedes drafts dated 14 June)