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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