BYLAWS OF

 

                   VIETNAM VETERANS OF AMERICA

 

            CHAPTER # 96, TALLAHASSEE, FLORIDA, INC.

 

 

 

                       ARTICLE I - OFFICE

 

The principal office of the Chapter shall be located at an

address to be designated by the Chapter, and it may be the

residence of an officer.

 

 

                      ARTICLE II - PURPOSES

 

The purposes of the chapter are:

 

(a)  To help foster, encourage and promote the improvement

of the condition of the Vietnam Veteran.

 

(b)  To promote physical and cultural improvement, growth

and development, self-respect, self-confidence and usefulness of

Vietnam-era Veterans and others.

 

(c) To eliminate discrimination suffered by Vietnam Veterans

and to develop channels of communication which will assist

Vietnam Veterans to maximize self-realization and enrichment of

their lives and enhance life-fulfillment.

 

(d) To study on a non-partisan basis proposed legislation,

rules, or regulations introduced in any federal, state or local

legislative or administrative body which may affect the social,

economic, educational or physical welfare of the Vietnam-era

Veteran or others; and to develop public policy proposals

designed to improve the quality of life of the Vietnam-era

Veterans and others, especially in the areas of employment,

education, training, and health.

 

(e) To conduct and publish research on a non-partisan basis,

pertaining to the relationship between Vietnam-era Veterans and

the American society, the Vietnam War experience, the role of the

United States in securing peaceful co-existence for the world

community and other matters which affect the social, economic,

educational, or physical welfare of the Vietnam-era Veteran or

others.

 

(f) To assist disabled and needy War Veterans including, but

not limited to, Vietnam Veterans, and their dependents, and the

widows and orphans of deceased Veterans.

 

 

                    ARTICLE III - MEMBERSHIP

 

Section 1.  Classes and Dues.  There shall be three classes

of members of the Chapter: individual, national organization, and

associate.  The requirements for Chapter membership shall be the

same as those requirements set forth for membership in the VVA.

 

(a) Individual members shall be persons (i) who are

individual members in good standing of Vietnam Veterans of

America, Inc. ("VVA" or "the National Member") and (ii) who pay

in advance the annual chapter membership dues in such amount as

determined from time to time by the Chapter except for any person

or class of persons whose dues are waived by National, which

waiver shall also act as waiver of Chapter dues.

 

Individual membership in the Chapter is open to any veteran

of the military service of the United States who served on active

duty during the period from August 5, 1964, to May 7, 1975, or in

the Indochina Theater irrespective of time of service, paying in

advance annual dues set by the National Member and the Chapter,

and conforming to, and complying with, the VVA Constitution,

rules of the National Member, and bylaws of the Chapter now or

hereafter in effect.  Individual members shall file with the

Chapter Secretary, their DD Form 214, or other proof of

qualification for membership.

 

(b)  The National Member shall be VVA.

 

(c) Associate members shall be persons who are associate

members in good standing of VVA, and who are accepted as

associate members of the Chapter.  Associate members shall not

have the right to vote nor shall they be eligible to hold an

elective position or be elected or appointed as a voting delegate

to the State Council or National Convention.  The Chapter shall

have the right not to accept associate members.

 

(d) Failure of any member to maintain membership in good

standing in VVA shall automatically result in the termination of

such person's membership in the Chapter.

 

Section 2.  Voting Rights.

 

(a) Each individual member shall be entitled to one vote on

each matter submitted to a vote of the members, as set forth in

the rules and regulations of VVA.

 

(b) The National Member shall have the right to vote on each

matter submitted to a vote of the members relating to (i) the

amendment of the Articles of Incorporation or Bylaws of the

Chapter, (ii) a liquidation, dissolution, merger or consolidation

involving the Chapter and (iii) the sale, exchange, mortgage,

pledge, or other disposition of all, or substantially all, the

assets and property of the Chapter.  The affirmative vote of the

National Member shall be necessary to decide any matter upon


which the National Member is entitled to vote.  The Board of

Directors may not take any unilateral action on any matter on

which the National member is entitled to vote.

 

 

 

                ARTICLE IV - MEETINGS OF MEMBERS

 

Section 1.  Regular Meetings.  Regular meetings of the

Chapter shall be held on such date as shall be determined by the

Board of Directors of the Chapter and announced to the individual

members at a Chapter meeting or by a notice to the members at

least ten (10) days prior to the meeting.

 

Section 2.  Annual Meetings.  The annual meeting of the

members of the Chapter 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 one-(1)-year terms; Nominating Committee members each

for one-(1), or two-(2) year terms as determined by the Chapter;

Directors each for one-(1), or two-(2), or three-(3) year terms

as determined by the Chapter; State Council delegates who shall

be elected for terms of two (2) years at annual meetings

occurring in each even-numbered year; and for the transaction of

such other business as may properly come before the meeting.

 

Section 3.  Special Meetings.  Special meetings of the

members may be called at any time by the President, and shall be

called by the President or the Secretary at the written request

of a majority of the Board of Directors or of the members in good

standing.  A special meeting may also be called by the President

of the Corporation or the chairperson of the State Council of the

state in which the Chapter is located.

 

Section 4.  Place of Meetings.  All meetings of the members

shall be held at the principal offices of the Chapter, or at such

other place as the Board of Directors may select and designate in

the notice of such meeting.

 

Section 5.  Notice of Meetings.  Notice of the annual

meeting and special meetings specifying the purpose for which

such meeting is called, the date, time, and place it is to be

held, shall be delivered either personally or by mail to each

member entitled to vote at such meeting at least than ten (10)

days before any special meeting and not less than thirty (30) nor

more than fifty (50) days before any annual meeting.  Notice

shall be sent to the National Member at its office in Washington,

D.C., for all meetings where the purpose for which the meeting is

called is a matter upon which the National Member is entitled to

vote in accordance with Article III, Section 2 of the By-Laws and

for any meeting called after the Chapter has been suspended or

its status revoked in accordance with Article XVI of these

By-Laws.

 

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.

 

Section 7.  Voting.

 

(a) Except as otherwise provided in these By-Laws, or the

VVA Constitution, the vote of a majority of the individual

members present and entitled to vote on a matter at a meeting at

which a quorum is present shall be necessary for the adoption

thereof.

 

(b) Each individual member shall be entitled to only one

vote on all business submitted to the membership for a vote, and

may vote only in person in a manner designated by the Board of

Directors.  The National Member may vote in person or by written

proxy.  Such proxy shall be exhibited to the Secretary at the

meeting and shall be filed with the records of the Chapter.

 

 

                 ARTICLE V - BOARD OF DIRECTORS

 

Section 1.  Number, Election and Term of Office.

 

(a) The number of Directors of the Chapter, including the

Officers listed in (b) below, shall consist of not less than five

(5) nor more than fifteen (15), and the exact number shall be

determined by the Board of Directors, subject to approval by the

members of the Chapter.

 

(b) The following Officers shall be Directors for a term

coterminous with their respective terms of office: President,

Vice Presidents, Secretary, and Treasurer, and such other

officers as have been authorized and elected by the Chapter.

 

(c) 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 and entitled to vote at the annual

meeting of the members or as hereinafter provided.  Each such

Director shall hold office for a one-(1), two-(2) or three-(3)

year term, as determined by the Chapter, until the next annual

meeting and until his or her successor is elected and has

qualified.  A director may succeed himself or herself any number

of times.

 

Section 2.  Duties and Powers.  The Board of Directors of

the Chapter shall be responsible for the control and management

of the affairs, property and interests of the Chapter; for

keeping the National Member advised of all activities of the

Chapter; for complying with all reporting requirements

established by the National Member or by local, state or federal

law; for guiding the Chapter so that the various provisions of

the Articles of Incorporation, including the purposes for which

the Chapter was organized set forth therein, are complied with;

and for making recommendations and suggesting programs.

 

Section 3.  Annual Meetings.  The Board of Directors 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 Board of Directors.

 

Section 4.  Other Meetings.  Meetings of the Board shall be

held at least four times each year inclusive of the annual

meeting as scheduled, or when called by the President of the

Chapter or by one-third of the Directors, at such time and place

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

Corporation or the Chairperson of the State Council may call a

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

best interest of VVA.

 

Section 5.  Notice.  Notice of any meeting of the Board of

Directors shall be given at least five (5) days prior thereto by

written notice delivered personally or sent by mail or telegram

to each Director at his or her address as it appears on the

records of the Chapter.  Such notice shall be deemed to be

delivered when mailed or delivered for telegraphic transmittal.

Any Director may waive notice of any meeting, in the manner

hereinafter prescribed.  The attendance of a Director at any

meeting shall constitute a waiver of notice of such meeting,

except when a Director attends a meeting for the express and

stated purpose of objecting to the transaction of any business

because the meeting is not lawfully called or convened.

 

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.

 

Section 7.  Vacancies.  Any vacancy occurring in the Board

of Directors or in the position of State Council Delegate due to

death, resignation, refusal or inability to serve, shall be

filled, for the unexpired portion of the term, by a majority vote

of the full number of remaining Directors though less than a

quorum.

 

Section 8.  Absence from Meetings.  Any member of the Board

who shall be absent from three Board meetings without adequate

notice and excuse acceptable to the Board, shall be deemed to

have resigned from the Board.

 

 

                      ARTICLE VI - OFFICERS

 

Section 1.  Officers.  The officers of the Chapter shall be

a President, one or more Vice-Presidents, a Secretary, a

Treasurer and such other Officers as the Board may, from time to

time, deem advisable.

 

Section 2.  Election, Term and Vacancies.  The Officers of

the Chapter shall be elected by the members at the annual meeting

of members.  The Officers shall hold office for a term of one

year.  Each Officer shall hold office until his or her successor

is elected and has qualified.  An Officer may succeed himself or

herself any number of times.  A vacancy in any office due to

death, resignation, refusal or inability to serve shall be filled

for the unexpired term thereof by the Board of Directors, subject

to the approval of the members at the next meeting, except that a

vacancy in the office of President shall be filled for the

unexpired term thereof as specified in Section 4 of this Article

VI.

 

Section 3.  President.  The President shall be the chief

executive officer of the Chapter and, subject to the direction of

the Board of Directors, shall supervise and control all of the

business affairs and property of the Chapter and shall see that

all orders and resolutions of the Board are carried into effect.

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

the Board and shall appoint all chairpersons of committees,

except the Chairperson of the Nominating Committee.

 

Section 4.  Vice-President.  In the absence of the President

or in the event of his or her inability or refusal to act, the

Vice-President (or, in the event there be more than one (1)

Vice-President, the Vice-Presidents in the order designated)

shall perform 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-Presidents shall

perform such other duties and have such other powers as the 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 President for the remainder of his

or her term.

 

Section 5.  Secretary.  The Secretary shall record all the

proceedings of the meetings of the Board and of the members in a

book to be kept for that purpose, and shall perform 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 the VVA National Constitution or these By-Laws and


shall operate under the supervision of, and perform such other

duties as may be prescribed by, the Board or the President.  In

the event of a conflict, the Secretary shall act pursuant to the

instructions of the Board.  The secretary shall obtain and shall

have custody of a corporate seal for the Chapter if required by

law.  The Secretary or an Assistant Secretary shall have

authority to affix the same to any instrument requiring it, and

when so affixed it may be attested by the signature of the

Secretary or such Assistant Secretary.  The Board may give

general authority to any other Officer to affix the seal of the

Chapter and to attest the fixing by his or her signature.  The

Secretary shall be responsible for the safe-keeping of all Forms

DD214 or other acceptable proof of military service tendered to

him or her by any member.  He or she shall forward to the

National Member a copy of said form for each duly elected

officer, and for each duly elected director.

 

The Assistant Secretary, if there be one, shall, in the

absence of the Secretary or in the event of his or her inability

or refusal to act, perform the duties and exercise the powers of

the Secretary and shall perform such other duties and have such

other powers as the Board may from time to time prescribe.

 

Section 6.  Treasurer.  The Treasurer shall have charge and

custody of all funds and securities of the Chapter and all funds

or securities in any way generated, collected or obtained in

connection with Chapter activities; and the Treasurer shall be

responsible for such funds and securities and the receipt and

disbursement thereof.  He or she shall keep full and accurate

accounts of receipts and disbursements in books belonging to the

Chapter and shall deposit all monies and other valuable effects

in the name of and to the credit of the Chapter in such

depositories as may be designated by the Board.

 

The Treasurer shall disburse the funds of the Chapter as may

be ordered by the Board, taking proper vouchers for such

disbursements, and shall render to the President and the Board at

its annual meeting, or when the Board, the President, or the

National Member so requires, 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 an auditing

committee.

 

The Assistant Treasurer, if there be one, shall, in the

absence of the Treasurer or in the event of his or her inability

or refusal to act, perform the duties and exercise the powers of

the Treasurer and shall perform such other duties and have such

other powers as the Board may from time to time prescribe.

 

Section 7.  Checks and Bond.  The President, Vice-President,

Treasurer or any other officer designated by the Board, shall be

authorized to sign checks and drafts.  Any officer so authorized

shall obtain a Fidelity bond or other surety for the faithful


discharge of the above duties in such sum and with such surety as

the Board may determine, the expense shall be a charge to the

Chapter; provided that a bond may be dispensed with by the Board

of Directors of the National Member, upon the written request of

the officer of whom bonding is required, and their written

consent thereto.

 

 

                    ARTICLE VII - COMMITTEES

 

Section 1.  Nominating Committee; Nominations.  The

Nominating Committee shall consist of at least three members

elected by the membership at the annual meeting.  The Committee

shall prepare a slate of Officers and Directors and submit the

list for consideration by the Chapter members one (1) month prior

to the election.  Additional persons may be nominated by any

member at the annual meeting.  Any person nominated by the

Nominating Committee or otherwise shall submit a copy of his or

her Form DD214 demonstrating Vietnam era active duty U.S.

military service or other acceptable forms evidence of

eligibility for office, to the Secretary, and shall not be

entitled to be considered for election until such act is

accomplished.  The method of nominating the Committee members is

determined by the Chapter.  Election of the committee Chairperson

may be by the Committee members themselves soon after the

election, or by the Chapter membership when the Nominating

Committee is elected.

 

Section 2.  Executive Committee and Committees of Directors.

The Board may appoint an Executive Committee and such other

Committees of Directors as may be required.  Such committees

shall consist of three (3) or more Directors, shall have such

powers as the Board shall set forth in the resolutions

establishing such committees and shall make recommendations to

the Board and perform such other services as the Board may

require, but they shall not have authority to modify any action

taken by the Board.

 

Section 3.  Standing and Other Committees.  The President

shall appoint from the individual or associate members the

Chairpersons of eight (8) standing committees: Membership

Affairs, Public Affairs, Governmental Affairs, Veterans Affairs,

Community Services, Economic Affairs, Minority Affairs, and

Constitution, and such other special Committees as the President

deems desirable.  The members of such Committees shall be

individual and associate members of the Chapter, but need not be

Officers or Directors, appointed by the Chairperson of such

Committee.

 

(a) The Membership Affairs Committee shall receive and

approve applications from individuals and others wishing to

become members of the Chapter and shall be alert to build the

membership of VVA and the Chapter by pointing out the advantages

and services available to members.  The Membership Affairs


Committee shall also establish procedures by which an individual

member's status as a veteran may be authenticated.  Such

procedures shall be in accordance with guidelines promulgated by

the National Member.

 

(b)  The Public Affairs Committee shall act as a liaison

between the various Committees of the Chapter and the news media

and it shall publicize in the community the purposes, goals,

role, activities, and projects of VVA.

 

(c) The Governmental Affairs Committee shall seek through a

program of education, to improve the social, economic, and

educational well-being and physical welfare of the Vietnam-era

Veteran and other persons through the legislative process at the

local, state, and federal level.  The Committee shall monitor

legislative activities and represent the opinion of the Chapter

membership at public hearings and with public officials.

 

(d) The Veterans Affairs Committee shall present

Chapter programs related to a variety of subjects and special

interests.  The Committee should coordinate its activities

closely with the President, other Officers and Committee

Chairpersons.

 

(e) The Community Services Committee shall identify

essential social needs related to Vietnam-era Veterans, their

families, and others, and projects in the community related

thereto, and shall stimulate appropriate Chapter involvement of

resources to meet the needs or assist the projects.

 

(f) The Economic Affairs Committee shall develop programs of

awareness on the part of the economic and employment sector of

the needs of veterans in employment and business, and shall seek

to improve the economic well being of veterans through such

programs.

 

(g) The Minority Affairs Committee shall identify and

develop programs of awareness of and programs of interest to

minority veterans of the Vietnam Veterans of America, and shall

seek to expand the membership of minorities in the Vietnam

Veterans of America.  The Committee shall coordinate its

activities closely with the President, other Officers, and

Committee Chairpersons.

 

(h) The Constitution Committee shall serve to advise the

Board of Directors as to matters of interpretation of the

provisions of the Constitution and these Bylaws, in accordance

with guidelines and determinations of the Corporation.

 

Section 4.  Term.

 

The terms of the Committee Chairpersons and members of the

Committees shall be as follows:

 

(a)  The members of the Nominating Committee shall be

elected to serve a one-(1) or two-(2) year term of office until

their successors are elected and have qualified.

 

(b)  The members of the Executive Committee and other

committees of Directors shall serve for such terms, not to exceed

the member's term of office as a Director, as shall be determined

by the Board of Directors.

 

(c)  The members of the Standing and other Committees shall

serve for a term terminating at the annual meeting of members

when the term of the President who appointed the Chairperson

of the respective Committees terminates.

 

(d) Any member of any committee may be reelected or

reappointed to additional terms, so long as such member continues

to qualify as a member of such committee.

 

(e)  The Board of Directors, by vote of a majority of its

members and notwithstanding the provisions of Section 6 of

Article V, may remove the chairperson of any committee,

including the Nominating Committee, for cause, in accordance

with provisions of the VVA National Constitution; or rules,

procedures, and directives of the National member.

 

(f) The President of the Chapter shall, after consultation

with the Chapter Associate Members and the approval of the Board

of Directors, appoint an Associate Member Liaison, who shall be a

non-voting member of the Board of Directors, and who shall serve

to advise the President and the Board of Directors as to matters

of particular concern to associate members.

 

 

                     ARTICLE VIII - FINANCE

 

Subject to the provisions of the VVA National Constitution

and the rules, resolutions, and procedures of the National

Member, the Chapter shall have the power to raise funds as are

necessary to its operation in such manner as the Chapter deems

appropriate.

 

 

                    ARTICLE IX - FISCAL YEAR

 

The fiscal year of each Chapter shall commence on the first

day of March and end on the last day of February, each year.

 

 

                        ARTICLE X - SEAL

 

The Chapter shall provide a corporate seal, if required by

law, which shall be in the form of a circle and shall have

inserted thereon the name of the Chapter, and the state and year

of incorporation.

 

 

                  ARTICLE XI - WAIVER OF NOTICE

 

Whenever any notice is required to be given pursuant to the

Articles of Incorporation of VVA or the Chapter, or by the VVA

National Constitution or the rules and procedures of the VVA

National, a waiver thereof in writing, signed by the person

entitled to such notice, executed at any time, shall be deemed

the equivalent of giving such notice.

 

 

                    ARTICLE XII - DISCIPLINE

 

A.  The discipline of a Chapter member shall be the primary

responsibility of the Board of Directors of the Chapter.  The

Chapter may, for good cause shown, suspend or revoke the Chapter

membership of a member, or impose other sanctions it deems

appropriate.  A Chapter may also petition, through resolution of

its Board of Directors, the National Member, to impose sanctions

against a member whom the Chapter has brought charges according

to the procedures of the National Member, and which has sustained

the charges, upon completion of the procedures mentioned

heretofore.

 

B.  No sanction imposed by the Chapter upon a member as a

result of charges having been brought and sustained after a

hearing shall be so harsh as to constitute cruel or unusual

punishment, or disproportionate to the nature of the offense.

 

C.  The suspension or revocation of the right to hold office

in the Chapter, or the imposition of any sanction against any

member, of the Chapter shall be in accordance with a uniform code

of procedures adopted by the National Member.  Such code shall

provide for adequate protections of the rights of the accused

party to a fair hearing, representation by counsel or a member of

his or her choosing, to appeal an adverse determination before

appropriate Committees of the Corporation or otherwise, to

present evidence on his or her behalf, and to confront his or her

accusers. All charges against a member must be in writing, signed

by the accusing part, and specifying the provisions of the VVA

Constitution or the rule or directive of the National member

alleged to have been violated.  No member shall suffer any

sanction unless he or she has first been provided the opportunity

for a fair hearing pursuant to the code of procedure adopted by

the Board of Directors of the National Member.

 

 

                    ARTICLE XIII - PRECEDENCE

 

The articles of incorporation and bylaws of the Chapter are

subordinate to the Constitution of the National Member and shall

not be interpreted by the Chapter contrary thereto.  Upon

adoption of any amendment of the National Constitution which

contradicts any portion of the articles of incorporation of the

Chapter or these bylaws, the requirements of the National

Constitution shall take precedence.  Any provisions of the

articles of incorporation or bylaws of the Chapter which are

contrary to the National Constitution are null and void and the

Chapter shall promptly remove them from the articles of

incorporation or bylaws by amendment; however provisions of the

articles of incorporation or bylaws of the Chapter which are not

in conflict with the National Constitution, shall not be

affected.

 

 

               ARTICLE XIV - CHAPTER RESTRICTIONS

 

VVA and the Chapter are, and are intended to remain,

independent organizations devoted to furthering the interests of

Vietnam-era veterans and to carrying out the purposes set forth

in Article II of these VVA Chapter By-Laws.  The Chapter's

activities shall be conducted with the utmost observance of

ethical standards and propriety of conduct.  The Chapter shall

not, without the express written permission of VVA or affected

State Councils or Chapters where such fund-raising activities

conflict with VVA, State Councils, or Chapters: (a) independently

arrange for, endorse, or offer to Chapter members or others, the

sale of any commodities bearing the logo or name of the National

Member unless the products clearly identify the Chapter or State

Council marketing the product; nor (b) maintain fund-raising

programs involving (i) direct mail, (ii) telephone solicitation,

(iii) workplace donations through payroll deduction, or (iv)

regular and continuous sale of alcoholic beverages.

 

All fund-raising activities must comply with applicable

federal, state, and local laws, rules, and regulations.

 

 

               ARTICLE XV - POLITICAL ENDORSEMENT

 

A.  A member or Chapter may not endorse, on behalf of the

Chapter, State Council, or National Member, any candidate for

elected office or position.

 

B.  The Chapter may comment upon and endorse on behalf of

said Chapter any candidate holding or proposed for an appointed

position that directly affects veterans affairs; Provided that

all such comments and/or endorsements made by the Chapter with

respect to Federal appointees must be made in consultation with

the appropriate Department Head or Officer of the National

Member.

 

C.  The Chapter may, after debate and upon affirmative

vote of two-thirds of the individual members present at a duly

constituted meeting of the members thereof, adopt positions or

policies on other foreign or domestic issues, provided, however,

that any such policy or position must be clearly identified as


the position of the Chapter adopting such policy or position, and

not that of the National Member, any State Council, or any other

Chapter.

 

 

       ARTICLE XVI - WITHDRAWAL OF CHAPTER RECOGNITION AND

                           DISSOLUTION

 

The Chapter shall be organized and operated in conformity

with the purposes set forth in Article II of these By-Laws and

the policies and standards formulated by the Board of Directors

of the National Member.

 

The National Member, by summary action of its President, may

preliminarily suspend this Chapter if in the President's

reasonable belief the actions of this Chapter are detrimental to

the best interests of the National Member.  Notice of preliminary

suspension, and of the reasons therefore, shall be mailed or

telegraphed to the Chapter and shall be effective upon mailing or

delivery for telegraphic transmittal.  In the event that this

Chapter is preliminarily suspended, all power of self-governance

and operation of the Chapter, including all voting rights of the

members, Officers, and Directors, shall immediately vest in the

NationaL member, which is empowered to take control of the

Chapter's assets, real and personal, and to manage the operations

of the Chapter until the suspension terminates.

 

Within 45 days after preliminary suspension, the Board of

Directors of the National Member or a Committee thereof shall

afford the Chapter an opportunity to present evidence and

arguments in its behalf in a forum and at a time and a place

mutually agreed upon.  If the Board or Committee finds that the

Chapter has made statements or engaged in conduct detrimental to

the best interests of the National Member, it may suspend (for a

particular period or on condition) or revoke the Chapter's

status.  In case of revocation of the Chapter's status, all

Chapter powers vested in the National Member during suspension

shall continue to be so vested, and in addition the National

Member shall be authorized to take all necessary steps to

dissolve the corporate status of the Chapter and to distribute

all assets of the Chapter remaining after payment of chapter

debts to itself or to any charitable organization.

 

 

     ARTICLE XVII - RELATIONSHIP WITH OTHER ORGANIZATIONS OR

                          ASSOCIATIONS

 

Holding office or being a director in another organization

or association whose objects and purposes are similar or related

to those of the National Member may lead to conflict with the

responsibilities of a Chapter Officer or Director to the Chapter

and to the National Member.  To avoid such conflict, a Chapter

Officer or Director shall first obtain consent of the Chapter and

of the National Member (expressly or through written policy) to


such service in another organization or association.  Failure to

comply with the provisions of this article shall be deemed the

equivalent of and shall constitute the resignation of such person

as an Officer or Director of the Chapter.

 

 

                 ARTICLE XVIII - RULES OF ORDER

 

All proceedings of the Chapter shall be governed by Roberts

Rules of Order (Newly Revised).

 

 

                    ARTICLE XIX - AMENDMENTS

 

The individual members shall have the power to amend, with

the approval of the National Member, those portions of these

By-Laws which establish annual Chapter membership dues, and the

quorum required for the transaction of business at any meeting of

members.  Other provisions of these By-Laws may be amended only

when such amendments are proposed by the National Member.  Each

proposed amendment of these By-Laws shall be approved by the

affirmative vote of two-thirds of the individual members of the

Chapter present and entitled to vote at a special meeting of the

members called for such purpose in accordance with Article IV,

Section 5, of these By-Laws.  After approval by the individual

members, the full text of the proposed amendment shall be

submitted in writing to the National Member for its approval, at

its office in Washington, D.C.  The proposed amendment of these

By-Laws shall be effective upon the written approval thereof by

the National Member.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RW/ 15 Feb 89, Rev. 11 Jul 89

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