Bylaws Of

AMVETS (American Veterans)

A Federally Chartered

Nonprofit Corporation

Organized in the District of Columbia July 23, 1947

ARTICLE 1 CORPORATION AND CHARTER .............................................................1 Section 1.1 Corporate Name. ................................................................................1 Section 1.2 Federal Charter. .................................................................................1 Section 1.3 National Headquarters. .....................................................................1 Section 1.4 Aims and Purposes. ............................................................................1 Section 1.5 Prohibited Activities. ........................................................................2 Section 1.6 Ownership of Assets. ..........................................................................2 Section 1.7 Fiscal Year. .......................................................................................... 3 Section 1.8 Fundraising. .........................................................................................3

Section 1.9 Policies. ................................................................................................ 3 Section 1.10 Use of the AMVETS Name. ..............................................................3

ARTICLE 2 MEMBERSHIP .......................................................................................... 4 Section 2.1 Members. ............................................................................................ 4 Section 2.2 Disallowed Individuals. .....................................................................4 Section 2.3 Honorary Memberships. ....................................................................4 Section 2.4 Membership Year. ..............................................................................4 Section 2.5 Allegiance. ........................................................................................... 5 Section 2.6 Members-at-Large ..............................................................................5 Section 2.7 Procedure for Suspension or Expulsion. .........................................5

ARTICLE 3 DUES .........................................................................................................6 Section 3.1 Annual Membership Dues. ...............................................................6 Section 3.2 Life Membership Dues. .....................................................................6 Section 3.3 National Charter Membership. .........................................................6 Section 3.4 Life Membership Investment ............................................................6

ARTICLE 4 SUBORDINATE ORGANIZATIONS .........................................................8 Section 4.1 General Rules for Subordinates. ......................................................8 Section 4.2 Authorized Subordinates. .................................................................8

ARTICLE 5 NATIONAL CONVENTION .......................................................................9 Section 5.1 Annual Convention. ...........................................................................9 Section 5.2 National Convention Body. .................................................................9 Section 5.3 Delegates and Alternates. .................................................................10 Section 5.4 Transfer of Delegates. .......................................................................10 Section 5.5 Status of Delegate, Post and Department. ......................................10 Section 5.6 Registration of Delegates. .................................................................10

i Section 5.7 Quorum. ............................................................................................. 10 Section 5.8 Rules of the National Convention. ...................................................11 Section 5.9 Policy Resolutions to the National Convention. .............................11

ARTICLE 6 NATIONAL OFFICERS ...........................................................................12 Section 6.1 National Department. ......................................................................12 Section 6.2 Candidate Eligibility. ........................................................................12 Section 6.3 Paid Employees. ................................................................................12 Section 6.4 Term of Office. ..................................................................................12 Section 6.5 Vacancies. ......................................................................................... 12 Section 6.6 Vacancies in Office of District Commander. .................................13 Section 6.7 Removal from Office. .......................................................................13 Section 6.8 National Officers. .............................................................................13 Section 6.9 National District Commanders. ......................................................13 Section 6.10 Insurance and Fidelity Bonds. .......................................................13 Section 6.11 Standard of Conduct. .....................................................................14 Section 6.12 Term Limits. ....................................................................................14

ARTICLE 7 DUTIES OF NATIONAL OFFICERS ......................................................15 Elected Positions ..................................................................................................... 15 Section 7.1 National Commander. .....................................................................15

Section 7.2 National Vice Commanders. ...........................................................15 Section 7.3 National Finance Officer. ..................................................................16 Section 7.4 National Provost Marshal. ...............................................................16 Section 7.5 District Commanders. .......................................................................16 Appointed Positions. ............................................................................................... 17 Section 7.6 National Judge Advocate. ................................................................17 Section 7.7 Deputy National Judge Advocate ....................................................17 Section 7.8 National Chaplain. ............................................................................17 Section 7.9 National Inspector General. .............................................................17

ARTICLE 8 NATIONAL STAFF ..................................................................................18 Section 8.1 Authorized Positions. ........................................................................18 Section 8.2 Duties of Authorized Positions. ........................................................18

ARTICLE 9 NATIONAL GOVERNANCE ....................................................................19 Section 9.1 National Executive Committee. ........................................................19 Section 9.2 National Executive Board. ................................................................19 Section 9.3 Vesting of Power. ..............................................................................20 Section 9.4 Meetings. ............................................................................................ 20 Section 9.5 Reimbursement for Expenses. .........................................................20

ARTICLE 10 NATIONAL STATUTORY COMMITTEES ............................................ 21 Section 10.1 Establishment of Statutory Committees. ......................................21 Section 10.2 National Finance Committee. .........................................................21 Section 10.3 National Grievance Committee. ......................................................22 Section 10.4 National Personnel Committee. ......................................................23 Section 10.5 National Audit Committee. ..............................................................23 Section 10.6 National Fundraising Committee. ..................................................24 Section 10.7 Council of Past National Commanders. .........................................24

ARTICLE 11 NATIONAL STANDING COMMITTEES ............................................... 25 Section 11.1 Establishment of National Standing Committees. ......................25 Section 11.2 National Standing Committees. .....................................................25 1) Americanism and Patriotic Activities Committee. .....................................25 2) Armed Services and Military Liaison Committee. ......................................25 3) Civil Service and Veterans Employment Committee. ................................25 4) Communications Committee. ......................................................................25 5) Community Services and Activities Committee. ........................................25 6) Bylaws Committee. ....................................................................................... 25 7) Credentials Committee. ................................................................................25 8) Diversity Committee. ....................................................................................25 9) Honor Guard Committee. .............................................................................25 10) Honors and Awards Committee. ..................................................................25 11) Long Range Planning Committee. ............................................................... 25 12) Membership Committee. ..............................................................................25 13) National Convention Rules Committee. ......................................................25 14) POW/MIA Committee. ..................................................................................25 15) Programs Committee. ................................................................................... 25 16) Resolutions Committee. ............................................................................... 25 17) Special Committees. ..................................................................................... 26 18) Subordinate Organizations Liaison Committee. ........................................26

19) Technical Advisory Committee. ...................................................................26 20) Uniform and Insignia Committee. ...............................................................26 21) VAVS & VA Hospital and Medical Services, Rehabilitation Benefits Committee. ..............................................................................................................26 22) Women Veterans Committee. ...................................................................... 26 Section 11.3 Restrictions on Committees. ..........................................................26

ARTICLE 12 NATIONAL DISTRICT ORGANIZATION ............................................. 27 Section 12.1 National Districts. ...........................................................................27 Section 12.2 National District Governance. .......................................................27 Section 12.3 National District Representatives ................................................. 27 Section 12.4 National District Executive Committee Meetings. .......................27

ARTICLE 13 MEETINGS ........................................................................................... 28 Section 13.1 Meeting Governance. ......................................................................28 Section 13.2 Voting. ..............................................................................................28 Section 13.3 Ballot Voting by Committees. ........................................................28 Section 13.4 Participation in Meetings. ..............................................................28 Section 13.5 Notice of Meetings. ........................................................................29 Section 13.6 Waiver of Notice ..............................................................................29 Section 13.7 Quorum. ...........................................................................................29

ARTICLE 14 FINANCES ............................................................................................ 30 Section 14.1 General Oversight. ..........................................................................30 Section 14.2 Accounting Standards. ...................................................................30 Section 14.3 Budgets. ...........................................................................................30 Section 14.4 Books and Records of Account. ....................................................30 Section 14.5 Inspection of Books and Records. .................................................30 Section 14.6 Checks and Payment of Money. ....................................................30 Section 14.7 Maintenance of Tax Exemption Application and Annual Returns. 31 Section 14.8 Investments. ....................................................................................31 Section 14.9 Contracts. ........................................................................................31 Section 14.10 Bonding. ........................................................................................ 31 Section 14.11 Transactions with Officers. ..........................................................31 Section 14.12 Requirements to Authorize Interested Party Transactions. ......32 Section 14.13 Material Financial Interest ...........................................................32 Section 14.14 Loans to Officers and Committee Members. ..............................32 Section 14.15 Reimbursement Of Expenses .......................................................33

ARTICLE 15 INDEMNIFICATION .............................................................................34 Section 15.1 Non-Liability of Directors. ..............................................................34 Section 15.2 Indemnification in Third Party Proceedings. ................................34 Section 15.3 Disclaimer of Liability. ....................................................................34 Section 15.4 Expenses Paid. ................................................................................34 Section 15.5 Further Indemnification. ................................................................35

ARTICLE 16 GENERAL ............................................................................................. 36 Section 16.1 Construction And Definitions. .......................................................36 Section 16.2 Amendment of Bylaws. ...................................................................36 Section 16.3 Submission and Review of Amendments. ....................................36

ARTICLE 1 CORPORATION AND CHARTER

Section 1.1 Corporate Name. The name of this corporation is American Veterans “AMVETS” (the “Corporation” or “AMVETS”). The Corporation is incorporated as a nonprofit corporation under the District of Columbia Nonprofit Corporation Act.

Section 1.2 Federal Charter. AMVETS is a federally chartered membership corporation created by act of Congress.

In accordance with that legislation, AMVETS has issued charters to the AMVETS Auxiliary, Departments and other units, including Local Posts. Pursuant to their charters, those units are bound to pursue the purposes set forth in the Congressional Charter and abide by the Bylaws of AMVETS. The AMVETS National Department, all state Departments, all Posts, and all subordinates thereof shall operate as separate, not for profit corporations under the laws of the jurisdiction in which each is located and exempted from taxation under the Internal Revenue Code.

Section 1.3 National Headquarters. AMVETS shall be organized with a National Headquarters located in Maryland, a Department in each state, District of Columbia, United States territories, and at such other places as authorized by the National Convention or an intervening National Executive Committee meeting.

Section 1.4 Aims and Purposes. The aims and purposes of AMVETS are as follows:

(1) To carry out the purposes of AMVETS stated in the Articles of Incorporation.

(2) To operate for one or more exempt purposes within the meaning of Section 501(c)(19) of the Internal Revenue Code, or the corresponding section of any future federal tax code in an active status (“Section 501(c)(19)”).

(3) To serve our country in peace as in war; to build and maintain the welfare of the United States of America toward lasting prosperity and peace for all its inhabitants.

(4) To encourage, in keeping with policies of our government, the establishment of a concrete plan to secure permanent international peace and to assist in the maintenance of international peace.

(5) To inspire in our membership a sense of responsibility and to develop leadership for the preservation of our American democratic way of life.

(6) To help unify divergent groups in the overall interest of American democracy.

(7) To train our youth to become purposeful citizens in a democracy with full knowledge of the responsibilities as well as the privileges of citizenship.

(8) To cooperate with all duly recognized existing veterans organizations in the furtherance of the aims of the veterans who have served or are serving in

the Armed Forces of the United States during and since World War II. (9) To ensure the orderly return of the veteran to civilian life by protecting

the rights of individuals while the service member is still in uniform.

(10) To expedite and assist in the rehabilitation of veterans by maintaining employment services; sponsoring educational opportunities; providing counsel on insurance, housing, recreation, personal problems, hospitalization and veterans benefits.

(11) To act as a liaison agent between the veteran and the government.

(12) To provide an organization to encourage fellowship among all American veterans who have served or are serving in the Armed Forces of the United States during and since World War II.

(13) To keep the public forever reminded that the American veterans who have served or are serving in the Armed Forces of the United States during and since World War II fought and served to preserve peace, liberty and democracy for their nation.

Section 1.5 Prohibited Activities. The Corporation shall not:

(1) Political Campaigns. Participate in or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office that would otherwise be restricted by the Internal Revenue Code for tax-exempt organizations.

(2) Activity to Benefit Individuals. Carry on any activity for the profit of its officers, directors, employees, or other persons, or distribute any gains, profits or dividends to its officers, directors, employees or other persons as such.

(3) Engage in any activities or exercise any powers that are not in furtherance of the purposes described in this Article except in any insubstantial degree

(4) For Profit Activity. Engage in any activity not permitted to be carried on (i) by a corporation exempt from federal income tax under section 501(c) of the Internal Revenue Code of 1986, as amended (the “Code”) or (ii) by a corporation, contributions to which are deductible under section 170(c)(2) of the Code.

(5) Ownership of Clubrooms. The Corporation shall not own an interest in any clubroom, canteen, facility, or any fund-raising activity operated for or on behalf of the AMVETS National organization, and the Corporation shall not derive any profit from such facilities or activities.

Section 1.6 Ownership of Assets. All monies, property, or assets of any kind or nature, as well as all books and records, owned, held, or used in any activity, clubroom, holding company, or Post (which may

be sponsored, conducted, or operated by, or on behalf of, any Post, Council, District or Department), shall be the property of such Post, Council, District or Department and must be placed in the care and custody of its respective finance officers. Section 1.7 Fiscal Year. The Corporation’s fiscal year shall be the calendar year thus the year will begin on January 1st and end on December 31st.

Section 1.8 Fundraising. A public fundraising project is defined as any project or program involving a solicitation or request to nonmembers of AMVETS for a donation or pertaining to the sale of merchandise, goods, tickets or advertising matter of any kind or character. Such fundraising on behalf of National Headquarters shall be conducted by the Corporation’s subsidiary, AMVETS National Service Foundation. Public fundraising project or program of any kind or character proposed by any national district, state department, Local Post, or subordinate thereof, that is reasonably anticipated to generate more than $10,000 in available funds shall be submitted to the National Fundraising Committee for prior approval.

Section 1.9 Policies. No member of AMVETS shall represent or purport to represent any department, post, or subordinate of AMVETS in opposition to, other than in complete consonance with, AMVETS policy. The policy of AMVETS shall be determined by, and National Headquarters shall notify all Departments, Local Posts, and subordinate organizations of policy adopted by:

(1) The National Convention Body as reflected in the policy resolutions adopted.

(2) The National Executive Committee, when not in conflict with National Convention mandates or the respective state law of a state department.

(3) The compilation of the results of periodic polls of posts on current issues.

Section 1.10 Use of the AMVETS Name. (1) Endorsements. The endorsement of an organization or product is

prohibited unless specifically approved by the National Executive Committee. Any violation of this provision shall be sufficient cause for disciplinary action against the offending member, Post or Department.

(2) Publications. All national organization, state Departments, Local Posts, subordinates or any other branch or affiliate of AMVETS shall provide advance copies of all hard copy or electronic publications which will bear the AMVETS name to the National Public Relations Director and the NEC for approval prior to publication.

ARTICLE 2 MEMBERSHIP

Section 2.1 Members. Membership in AMVETS constitutes membership in the National organization of AMVETS through Local Post affiliation or membership-at-large. There shall be but one type of membership as described in this Article. No member of AMVETS shall be entitled to receive a certificate of merit 1. Membership in AMVETS is open to:

(1) Veterans of the U.S. Armed Forces. Any person who served or is currently serving in the Armed Forces of the United States of America at any time after Sept. 15, 1940, is eligible for regular membership in AMVETS, provided such service—when terminated by discharge or release from active duty—is by honorable discharge, honorable separation or general discharge under honorable conditions.

(2) Veterans of Allied forces. Any American citizen, as an American citizen, who served in the Armed Forces of an Allied nation of the United States at any time after Sept. 15, 1940, and before May 8, 1975, is eligible for regular membership in AMVETS, provided such service—when terminated by discharge or release from active duty—is by honorable discharge or honorable separation.

(3) Reservists and National Guardsmen. All United States reservists and National guardsmen who are now serving, or have been honorably discharged since Sept. 15, 1940, are eligible for regular membership in AMVETS, provided such service—when terminated by discharge or release is by honorable discharge or honorable separation.

Section 2.2 Disallowed Individuals. No person who is a member of, or who advocates the principles of, any organization believing in, or working for the overthrow of the United States government by force, and no American citizen or permanent resident alien in the United States, one of its territories, possessions or the District of Columbia, who refuses to uphold and defend the Constitution of the United States, shall be privileged to become, or continue to be, a member of this organization.

Section 2.3 Honorary Memberships. Honorary memberships shall not be granted. In lieu thereof, certificates of merit may be awarded, or a suitable inscribed award given, to those rendering distinct service to the community and to the American veterans who have served or are serving in the Armed Forces of the United States during and since World War II. Such awards may be made by Posts, intermediate administrative groups, state Departments, the National Executive Committee, the National Department or the National convention. Awards by Posts and intermediate administrative groups must be approved by Department executive committees.

Section 2.4 Membership Year. Membership shall run from January 1 through December 31. All AMVETS subordinate organizations shall maintain the same calendar year for their membership. Eligibility for membership and the rights and privileges of members

1 What does a “certificate of merit” refer to? The words as stated are ambiguous. Certificates for service to AMVETS (i.e. merit) are given to recipients. Does this mean “acknowledging service in the armed forces”?

shall be as provided in the Bylaws of AMVETS and the terms of membership and requirements for holding office within AMVETS shall not be discriminatory on the basis of race, color, religion, sex or National origin.

Annual members who pay their annual dues between September 1 and August 31 of

any calendar year may convert to life membership during that period and the value of their dues shall be credited towards the cost of life membership.

Section 2.5 Allegiance. All AMVETS members shall, prior to their acceptance as members, pledge allegiance to the United States of America and its Constitution and certify that they have read, or have had read to them, the Principles of AMVETS, and that they accept and subscribe to same, and that they shall not advocate or belong to any group or organization advocating the overthrow of the United States government by force2. The requirement of pledging allegiance to the United States and its Constitution does not apply to foreign Nationals who are not permanent residents of the United States, one of its territories, possessions or the District of Columbia.

Section 2.6 Members-at-Large. Any member of AMVETS classified as a member-at-large may not hold an elected or appointed office, nor sit on any committee, at any level in the AMVET organization.

Section 2.7 Procedure for Suspension or Expulsion. The procedure for removal of a member or an elected officer, shall be codified in the UNIFORM CODE OF PROCEDURE FOR GRIEVANCES, HEARINGS AND EXPULSION OF A MEMBER attached hereto as APPENDIX A and incorporated herein. Amendments to the Uniform Code may be adopted upon two-thirds (2/3) vote of the NEC on recommendation of the Judge Advocate.

2 This oath is likely illegal. ARTICLE 3 DUES

Section 3.1 Annual Membership Dues. The minimum annual membership dues shall be set by the National Convention Body each year at the National Convention, including the amount of dues payable to the Local Post and to the Department. Members-at-large will remit the minimum dues directly to their respective Department. Dues above the minimum may be fixed by the Post and/or Department.

(1) Where no Department exists, the annual dues shall be forwarded to the National organization of which the Department assessment shall be maintained in a designated fund for development of future Departments.

(2) For each annual member who joins through either direct mailing or similar solicitation as a member-at-large in a recognized Department, National headquarters will retain 55%, and the remaining 45% be disbursed to the recognized Department.

(3) For each life member who joins through either direct mailing or similar solicitation as a member-at-large in a recognized Department, National headquarters will retain its share of the life membership, and the remaining share will be remitted to the Department.

(4) Within thirty days of receipt, National will disburse the requisite funds to each respective Department.

Section 3.2 Life Membership Dues. Life membership dues shall be not set by the National Convention Body each year at the National Convention, nonrefundable and payable to the Post, of which 50% shall be forwarded to the National organization, 25% to the State Department and the remaining 25% shall be for use by the Post. Dues above the minimum set forth herein may be fixed by the Post and/or Department. Where no Department exists, 75% of the life membership dues shall be forwarded to the National organization of which the 25% designated for the Department share shall be maintained in a designated fund for development of future Departments.

Section 3.3 National Charter Membership. Members who joined AMVETS in 1947 and prior shall be deemed National Charter Life Members and no dues shall be remitted to the Post State Department or National organization. A National Charter Life Member may decline life membership and thus pay annual dues at his or her discretion.

Section 3.4 Life Membership Investment One third of the life membership dues received by the Corporation shall be placed in the General Operating Fund for use by the Corporation. The remaining two-thirds shall be held in a Life Membership Designated Fund invested in accordance with the UNIFORM CODE OF PROCEDURE FOR AMVETS INVESTMENTS attached hereto as APPENDIX B and incorporated herein. Income derived from the Life Membership Designated Fund may be transferred to the General Operating Fund for budget use. Monies in excess of $5,000,000 in the Life Membership Designated Fund may be available to the Corporation for marketing and development. The National Finance Committee shall be designated as the board of trustees of the Life Membership Designated Fund which shall manage, supervise and direct the investment of the life

10-50 Members = 2 delegates and 2 alternates

51-100 Members membership fund and the use of available funds for marketing and development. Acts by the National Finance Committee pursuant to this Section shall require approval of the National Executive Committee.

ARTICLE 4 SUBORDINATE ORGANIZATIONS

Section 4.1 General Rules for Subordinates. A subordinate organization of AMVETS may be established only by a provision of these Bylaws. All subordinate organizations membership qualifications must be consistent with the aims and purposes of AMVETS. Payment of dues by subordinate organizations to National shall occur per the schedule set forth by National Headquarters from time to time.

Section 4.2 Authorized Subordinates. The following subordinate organization of AMVETS may be established and the rules regarding formation shall be set forth in AUTHORIZED SUBORDINATE ORGANIZATIONS as listed in APPENDIX C attached hereto and made a part hereof:

(1) Ladies Auxiliary including Sackettes

(2) Sad Sacks

(3) AMVETS National Service Foundation

(4) AMVETS Charities, Inc.

(5) National Junior AMVETS

(6) Sons of

AMVETS (6) Sons

of Fun

(7) AMVETS Riders

(8) State Departments

(9) Department Ladies Auxiliary

(10) Local Posts

(11) Post Ladies Auxiliary

(12) Department Junior AMVETS

(13) Post Junior AMVETS

(14) Department Sons of AMVETS

(15) Post Sons of AMVETS

(16) Post AMVETS Riders

(17) State Service Foundations ARTICLE 5 NATIONAL CONVENTION

Section 5.1 Annual Convention. A National Convention shall be held annually in the United States of America over the course of four days within the first two weeks of August3, at a time and place selected by the National Convention Body not more than five years in advance. Only location bids submitted in advance to the National Finance Committee shall be considered by the National Convention Body. In the absence of a selection of a convention site by a National Convention Body, or in the event the date or place selected by the National Convention Body becomes unavailable or any provision of the convention bid is withdrawn, or if bids are not received in advance, then the NEC shall select the time and place of such convention. The National Convention Body shall decide in all other situations.

Section 5.2 National Convention Body. 4

The National Convention Body shall constitute the designated body of the membership with authority to act at the National Convention and set overall policy for AMVETS, revise the Bylaws and elect officers and other representatives. The National Convention Body shall be comprised of duly qualified delegates who are members in good standing selected as follows:

(1) Local Post Delegates. Each Local Post shall be entitled to two delegates and two alternates for its first 50 members or fraction thereof. Thereafter, the Local Post shall be entitled to one delegate and one alternate for each additional 50 members. The number of delegates or alternates to which each Local Post is entitled shall be computed by National Headquarters as of July 1 each year and reported to the Local Post as soon thereafter as may be possible. Local Posts must be chartered prior to May 1 to be eligible to vote at the national convention.

Example:

(2) Department Delegate. Each validly chartered Department shall choose a Department Delegate and an alternate at its Department Convention. For the purpose of determining eligibility for the spring NEC meeting/national convention, the Department membership shall be that of record on the end of month membership printout prior to the meeting. For the purpose of eligibility for the fall NEC meeting, the August 31 end-of-month membership report shall be utilized.

(3) NEC Members. Each member of the NEC shall be entitled to one vote at the National Convention, provided that the member’s Department meets

the requirements of this Article 5.

(4) The National Commander shall vote only in the case of a tie.

3 Clarifies dates of Convention. 4 The new language here brings the Bylaws into conformance with D.C. Law.

Section 5.3 Delegates and Alternates. Each delegate shall be entitled to one vote. Alternates shall have all the rights and privileges of a delegate except that the alternate shall vote only if the delegate is absent from the National Convention floor at the time of a vote. In the event of the absence or disability of the delegate to participate, the duly elected alternate shall cast the vote of the delegate. Delegates shall represent their Department or Local Post during the entire National Convention unless he or she is unable to attend all or a portion of the Convention, in which case the Alternate shall represent the Department or Local Post for that period of time. In case of death, removal from office or resignation, the duly elected alternate will serve the unexpired term of the delegate.

Section 5.4 Transfer of Delegates. Any member who transfers from one Local Post to another must be a member of the transfer Local Post for at least six (6) months before becoming eligible to represent the transfer Local Post as a delegate or alternate at a National Convention.

Section 5.5 Status of Delegate, Post and Departmen t. No delegate or alternate of a Local Post or Department shall be seated at the National Convention unless the delegate or alternate:

(1) has been a member of AMVETS in good standing on the National membership rolls for at least thirty (30) days prior to the opening of the national Convention;

(2) possesses a membership card or other satisfactory evidence identifying the delegate or alternate as a member of the Local Post or Department from which the individual is registering.

(3) all of the member’s accounts with National Headquarters are fully paid up;

(4) the respective Local Post and Department ‘s accounts are fully paid up with National Headquarters and National districts;

(5) the Delegate’s (or Alternate’s) account and membership is certified as of thirty (30) days prior to the opening date of the National Convention; and

(6) the Local Post has complied with the requirements to renew its charter for that year, as set forth in these Bylaws, and shall have received a Certificate of Revalidation to the charter for that year.

Section 5.6 Registration of Delegates. Delegates to the National Convention may preregister with National Headquarters, provided they meet the requirements set forth in this Article.

Section 5.7 Quorum. The National Convention shall not proceed unless a minimum of two hundred fifty

(250) voting delegates are registered and in attendance5. In addition, in excess of fifty percent (50%) of the delegates registered at the National Convention must be present on the convention floor to constitute a quorum.

5 Cleans up ambiguity and unlawful language that pre-determined a quorum. Section 5.8 Rules of the National Convention. After selection of the convention site, the incoming National Commander shall appoint a convention chairman and co-chairman from the Department in the state in which the National Convention will be held. The National Convention Rules Committee shall operate in accordance with in the AUTHORIZED STANDING COMMITTEES as listed in APPENDIX D attached hereto and made a part hereof. National Headquarters will circulate the proposed National Convention Rules to the Departments and Local Posts at least thirty (30) days prior to the National Convention. The Rules of the Convention may be amended by a majority vote of the delegates assembled at the National Convention.

Section 5.9 Policy Resolutions to the National Con vention. Departments may submit policy resolutions for consideration by the National Convention Body which when passed shall become AMVETS policy and legislative agenda for two years (from September 1 to August 31). National Headquarters shall distribute policy resolutions on issues of national concern to be considered at state department conventions by May 1.

(1) Each Department is responsible for submitting national policy resolutions to National Headquarters after its Department convention.

(2) Policy resolutions may also be submitted by a department executive committee, or the National Executive Committee and National Committees as authorized by the Bylaws.

(3) All policy resolutions shall bear the name and Department of the originator.

(4) All policy resolutions must be in compliance with these Bylaws and applicable law.

ARTICLE 6 NATIONAL OFFICERS

Section 6.1 National Department. The National Department shall be composed of national officers—both elected and appointed—and the members of the National Executive Committee. It shall be the duty of the national officers to advance the cause of AMVETS, to carry out its aims and purposes, and to provide for realization of the plans and policies established by the mandates of the National Convention and the National Executive Committee.

Section 6.2 Candidate Eligibility. No member shall be eligible for any national office unless the individual is fully paid up in all accounts with the National Headquarters 30 days prior to the opening date of the National Convention and unless proof of eligibility for membership has been presented to the Credentials Committee in advance of the convention. Likewise, candidates must be members of a Local Post to be eligible for office. All questions

affecting the eligibility for office and conduct of national officers shall be referred to and determined by the NEC Executive Committee. Candidates must be bondable if elected pursuant to the specifications set forth in Article 14. Officers shall serve without compensation.

Section 6.3 Paid Employees. No paid employees of AMVETS National, the National Service Foundation or any Department including its respective Service Foundation, shall be eligible for election or appointment to any national office nor shall the paid employee participate in the election or pre-election activities on the part of any candidate for election to office in AMVETS. However, said employee shall have the right to vote if the he or she member is a member in good standing. Any violation of this provision shall be cause for dismissal from the employee’s paid position.

Section 6.4 Term of Office. Officers elected at a National Convention shall be installed at a special ceremony held during the National Convention. The term of office shall be from September 1 to August 31 of each year.

Section 6.5 Vacancies. Any elected or appointed officer or committee member who fails to pay his or her membership dues during the term of office or appointment shall be automatically dropped from the officer’s roster and said office shall be declared vacant by the National Commander.

(1) Succession. In the event of a vacancy in the office of National Commander, the National First Vice Commander shall succeed to that office. In the event of a vacancy in the office of the National First Vice Commander, the National Second Vice Commander shall assume the office of National First Vice Commander.

(2) Appointment. In the event of a vacancy in the office of the National Second Vice Commander, National Finance Officer, National Provost Marshal or National Judge Advocate, regardless of the reason for such vacancy, the National Commander shall appoint an AMVET to fill the vacant office. Such appointment shall be with the approval of the NEC and the appointee shall be in compliance with all qualifications and restrictions regarding the holding of said office as set forth in any other article of the constitution and bylaws of

AMVETS, except the requirement of election. On approval of the National Executive Committee, the appointee shall assume all powers and responsibilities pertaining to the office as though elected.

Section 6.6 Vacancies in Office of District Command er. In the event a vacancy occurs in the office of a National District Commander, the office will be filled as provided in the National District’s Bylaws. Should the District not provide for succession to the office of district commander, the Departments within that district shall hold an election to fill such vacancy. If no election is held within 30 days of notification of the vacancy to the Departments by National Headquarters, the National Commander shall fill the vacancy by appointment, subject to approval of the National Executive Committee.

Section 6.7 Removal from Office. The procedure for removal of an elected officer, shall be codified in the UNIFORM CODE OF PROCEDURE FOR GRIEVANCES, HEARINGS AND EXPULSION OF A MEMBER attached hereto as APPENDIX A and incorporated herein. Amendments to the UNIFORM CODE may be adopted in accordance with the rules for amending these Bylaws.

Section 6.8 National Officers. The following officers shall be elected at each National Convention to serve a one (1) year term which shall commence on July 1, except the elected National Vice Commanders may succeed themselves once in each respective office:

(1) National Commander. No elected National Commander shall serve consecutive terms in office unless filling such office by succession or election to a vacancy occurring between National Conventions.

(2) National First Vice Commander

(3) National Second Vice Commander

(4) National Finance Officer

(5) National Provost Marshal

(6) National Judge Advocate.

Section 6.9 National District Commanders. Each recognized national geographic district in meetings assembled at the National Convention shall elect a National District Commander to promote and coordinate activities within the district for the express purpose of furthering the aims and purposes of AMVETS. National District Commanders shall be national officers and shall be members of the NEC with voice and vote. All National District Commanders shall report, in writing, to each meeting of the National Executive Committee. In the event that a National District Commander fails to submit reports herein required, then reimbursement of his or her otherwise authorized expenses shall be forfeited.

Section 6.10 Insurance and Fidelity Bonds. The National Finance Officer shall obtain and maintain:

(1) a fidelity6 bond in accordance with Article 14 hereof.

(2) Officers and Directors liability insurance, including errors and omissions coverage for all officers, directors and committee members of the Corporation.

(3) Employers Liability coverage for errors and omissions of staff and employees of the Corporation.

(4) Such other insurance with such coverage as shall be determined by the National Executive Committee.

Section 6.11 Standard of Conduct. All national officers, elected and appointed, members of the National Executive Committee, all statutory committee members and all standing committee members, shall discharge his or her duties in good faith, in a manner that he or she reasonably believes is in the best interests of the Corporation, and with either the care that a person in a like position would reasonably believe appropriate under similar circumstances or with the care of an ordinarily prudent person in a like position would exercise under similar circumstances (in the case of officers). In discharging their duties, Officers and NEC members shall disclose any material information that is not already known to the other national officers and/or NEC members.

Section 6.12 Term Limits 7. No individual shall serve in the same elected or appointed office for more than two terms. In addition, after four consecutive terms, a member shall be ineligible for any elected office for a period of two years.

6 Note that the correct bond here is a fidelity bond which protects for the unlawful and deceitful acts by an employee or volunteer against an organization. A surety bond pays an injured party in the event that the responsible party defaults. 77 New. Required by corporate governance standards.

ARTICLE 7 DUTIES OF NATIONAL OFFICERS

Elected Positions

Section 7.1 National Commander. The National Commander shall be the elected head of AMVETS, with full power to enforce the provisions of the National Constitution, the National Bylaws and the will of the National Convention and National Executive Committee. The title National

Commander shall equal the title of President in corporate protocol. The National Commander shall serve as a ex-officio member without right to vote on all committees. The National Commander shall perform such other duties as are usually incident to the office and shall serve without compensation.

Section 7.2 National Vice Commanders. The National Vice Commanders shall be elected by the National Convention Body and shall act as representatives of the National Commander in all matters referred to them by the National Commander and, on the National Commander’s request, preside over sessions of the national convention or the National Executive Committee and shall serve without compensation.

(1) National First Vice Commander. The national first vice commander shall be primarily responsible for the membership of the organization and shall coordinate all department membership directors or vice commanders in charge of membership. The national first vice commander shall also:

(a) correlate the convention mandates on membership between the National Department and the state departments, national districts and posts;

(b) in conjunction with the National Membership Director, review and reevaluate current membership programs and report his recommendations to the National Commander, the NEC and the national convention;

(c) in conjunction with the National Membership Director, endeavor to create and present new membership incentives to the National Commander and the National Executive Committee;

(d) be informed as to the membership strength of the national department, national districts and all state departments. The national first vice commander shall be responsible for seeing that this information is circulated monthly to national district commanders, state department commanders and adjutants, and to all national officers.

(e) perform such other duties in connection with membership as the National Commander shall direct.

(2) National Second Vice Commander. The National Second Vice Commander shall be primarily responsible for the programs of the organization and shall coordinate all department programs. The National Second Vice Commander shall also:

(a) conjunction with the National Program Director, review and reevaluate the existing programs and report recommendations to the National Commander, the NEC and the national convention;

(b) coordinate all programs between national and department levels;

(c) conjunction with the National Program Director, study and recommend new programs to the National Commander and the NEC for consideration;

(d) be knowledgeable on all programs instituted by the National Department and its subordinates, especially those involving contact with the general public.

(e) perform such other duties in connection with AMVET programs as the National Commander shall direct.

Section 7.3 National Finance Officer. The National Finance Officer shall be elected by the National Convention Body. The title National Finance Officer shall equal the title of Treasurer in corporate protocol. The National Finance Officer shall :

(1) Along with the National Finance Director, be custodian of the funds of the National Department.

(2) Make reports on the condition of the Corporation’s treasury at each meeting of the NEC, the National Convention, and when called for by the National Commander or National Executive Committee.

(3) Perform such other duties as are usually incident to the office.

(4) Obtain a fidelity bond for service in this position. 8

Section 7.4 National Provost Marshal. The National Provost Marshal shall be elected by the National Convention Body and shall maintain order at the national convention, NEC meetings and such other ceremonies/functions as directed by the National Commander and shall serve without compensation.

Section 7.5 District Commanders. The District Commander elected by each of the recognized national districts shall report at National Executive Committee meetings, chair national district meetings and act on behalf of the National Commander. When called on by the National Commander, the district commander shall travel within the geographic boundaries of the district for the purpose of representing the organization, investigate or assist in settling disputes, follow up, make recommendations and report activities. District Commanders shall serve without compensation.

8 New obligations required under corporate governance regulations. Appointed Positions.

Section 7.6 National Judge Advocate. The National Judge Advocate shall be appointed by the National Commander, and shall advise the national officers and the NEC on the construction and interpretation of the National Constitution and Bylaws, and shall perform such other duties as are incident to the office and shall serve without compensation. The National Judge Advocate shall

serve as an ex officio member without any voting rights for all committees. The National Judge Advocate shall act as an advisor to the national officers and NEC and not provide legal advice or representation to the Corporation. The National Judge Advocate must have served at least one term as an AMVETS National, District or Department Commander or be a member in good standing of the bar of a state, territory or the District of Columbia and in practice for a period of not less than five years9.

Section 7.7 Deputy National Judge Advocate. The Deputy National Judge Advocate, shall be appointed by the National Commander, and during incapacity of the National Judge Advocate, shall perform all duties incidental to the office of the National Judge Advocate and shall serve without compensation. The Deputy National Judge Advocate shall be a member in good standing of the bar of a state, territory or the District of Columbia and in practice for a period of not less than five years.

Section 7.8 National Chaplain. The National Chaplain shall be appointment by the National Commander, and shall perform such religious and nonsectarian services as may be necessary, adhering to the appropriate ceremonial rituals, and discharge of other duties incident to the office and shall serve without compensation.

Section 7.9 National Inspector General. The National Inspector General shall be appointed by the National Commander shall be the investigating officer of the organization and shall serve without compensation. By direction of the National Commander or the National Executive Committee, the National Inspector General shall:

(1) make any necessary investigations pertaining to grievances, disciplinary cases, fraud or dishonesty within the organization and charges of conduct unbecoming an AMVET.

(2) Shall be empowered to have access to all records, financial and otherwise, of all departments, post officers or members when necessary for the discharge of the National Inspector General duties.

(3) In making such investigations, the National Inspector General shall report to the National Commander who shall, in turn, review the findings with the National Judge Advocate and, if warranted, report to the National Executive Committee.

9 The former Bylaws only required the Deputy J.A. to be a member of a bar. This rewrite makes the requirements of the J.A. and the Deputy J.A. consistent and follows expectations for the job.

ARTICLE 8 NATIONAL STAFF

Section 8.1 Authorized Positions. The following positions shall be authorized:

(1) National Executive Director

(2) National Finance Director (3)

National Service Director10

(3) National Legislative Director

(4) National Programs Director

(5) National Public Relations Director

(6) National Membership Director (8)

National Deputy Service Director

Section 8.2 Duties of Authorized Positions. Duties of the authorized positions and rules shall be set forth in NATIONAL STAFF AND EMPLOYEES as set forth in APPENDIX E attached hereto and made a part hereof.

10 The National Service Foundation officers report to the National Service Foundation, not the National organization and thus should to be referenced here.

ARTICLE 9 NATIONAL GOVERNANCE

Section 9.1 National Executive Committee. The National Executive Committee (“NEC”) shall constitute the overall governing body of AMVETS and shall function only during the National Convention, the Fall and Spring Conferences. The NEC shall have the authority set forth in these Bylaws except for matters reserved to the National Convention Body or the National Executive Board. The NEC Shall be composed of the following individuals who shall be deemed national officers and shall be entitled to one vote unless otherwise noted:

(1) National Commander who shall vote only in case of a tie.

(2) past National Commanders who shall have but one vote divided equally among those present and voting; however fractions of one vote may be cast on an individual basis by a past National Commander at his or her personal discretion.

(3) All elected National Officers.

(4) National District Commanders.

(5) all other elected national officers.

(6) NEC Member(or his or her alternate) representing each organized Department which complies with all of the requirements of these Bylaws.

(7) National Chaplain who shall serve without vote.

Section 9.2 National Executive Board. Between the National Convention and Fall and Spring Conferences, the National Executive Board (“NEB”) shall be the governing body of the Corporation, having the authority to act on administrative affairs and carry out the duties granted by these Bylaws and by District of Columbia Non-Profit Corporation Law of 2010. The NEB shall function as the Corporation’s Board of Directors and shall be composed of the following members:

(1) National Commander who shall vote only in case of a tie.

(2) First Vice National Commander.

(3) Second Vice National Commander.

(4) National Judge Advocate.

(5) National Finance Officer.

(6) National Provost Marshall.

(7) All District Commanders. Section 9.3 Vesting of Power. Between the National Conventions, the NEB shall be the governing body of the Corporation and shall be responsible for:

(1)

(2)

(3)

(4)

(5) In conjunction with the National Public Relations Director, review all publications bearing the name AMVETS, published by the national organization, state Departments, Local Posts, subordinates or any other branch or affiliate of AMVETS.

Section 9.4 Meetings. Stated meetings of the NEC shall be held as follows: in conjunction with the National Convention and in the months of March or April and the months of November or December at National Conferences. On reasonable notice, special meetings of the NEB may be held at the request of the National Commander or any two members of NEB. All NEB meetings will be held within the continental United States of America.

Section 9.5 Reimbursement for Expenses. NEC Members shall serve without compensation, but may receive such reimbursement of reasonable expenses in accordance with the UNIFORM POLICY FOR FINANCES, ACCOUNTING AND VOLUNTEER EXPENSES in APPENDIX G attached hereto and made a part hereof.

Section 9.6 Selection of Department Representatives . Each Department Representative and alternate shall serve for a term of two years. Any Department Representative elected to a national office by a National Convention or appointed to a national office by the National Commander shall, if the individual accepts the elective office or appointment, be deemed to have resigned the office as a Department Representative. The Departments of Alabama through Missouri, including the District of Columbia, shall select Department Representatives in the even-numbered years and the Departments of Montana through Wyoming shall select Department Representatives in the odd-numbered years. A Department Representative or alternate shall take office on adjournment of the Department convention at which he or she is elected and serve until a successor is duly elected and qualified.

ARTICLE 10 NATIONAL STATUTORY 11 COMMITTEES

Section 10.1 Establishment of Statutory Committees. This Article establishes the member composition, duties and responsibilities of the National Statutory Committees which fulfill corporate governance requirements. Each statutory committee shall meet at least once prior to each National Convention and at other times as set forth in these Bylaws. The Committees are:

(1) National Finance Committee

(2) National Grievance Committee

(3) National Personnel Committee

(4) National Audit Committee

(5) National Fundraising Committee

(6) Council of Past National Commanders.

Section 10.2 National Finance Committee.

(1) The National Finance Committee (“NFC”) shall consist of nine voting members:

(a) The National Finance Officer who shall be the chairman.

(b) The National Commander.

(c) The National Judge Advocate.

(d) The president of the National Service Foundation or, in his or her absence, the vice president of the National Service Foundation.

(e) The most immediate past National Commander12.

(f) Two members to be elected by the NEC from among the membership of the NEC as of September 1 following the election.

(g) The National First Vice Commander.

(h) The National Second Vice Commander.

(2) If the chair is temporarily vacant, for any cause whatsoever, the National Commander shall conduct an election from among the members of the committee to serve in place and stead.

11 New Committee designations. Statutory Committees are essential corporate committees that perform functions at the direction of the Board. 12 This should be the immediate past National FINANCE Officer – someone with historical financial expertise should ALWAYS be on the Committee.

(3) The NFC shall meet annually in the month of July and prior to each NEC meeting. Special meetings may be called by the chairman or by any three members of the committee.

(4) The NFC shall make an annual report to the national convention.

(5) The NFC shall be charged with the preparation of the annual budget and the handling of funds, subject to the approval of the National Executive Committee and the limitations set forth in the Bylaws. The NFC shall submit a provisional annual budget to the NEC for its approval at its December meeting. Within

sixty (60) days thereafter, the National Commander, at personal discretion, may reconvene the NFC for the purpose of preparing and acting on such recommendations for budgetary change as the National Commander may propose. The National Commander’s proposals for change, however, shall be limited to revisions within departmental budgets. The NFC may adopt or reject such proposals by majority vote.

(6) The National Finance Committee shall serve as the board of trustees for the Life Membership Designated Fund in accordance with Article 2.

(7) Any resolution emanating from a national convention involving the expenditure of funds or any financial commitment shall be referred to the NFC for approval. In reviewing resolutions adopted at a national convention, the NFC shall have three options:

(a) provide funding from the newly adopted national budget,

(b) defer funding pending appropriate planning by the national staff as part of the next fiscal year or

(c) deny funding based on current and projected funding levels.

If a resolution is denied or deferred because of a want of available funds within the meaning of this Section, the NFC shall report such decision to the NEC at its next meeting.

(8) Any officer or employee who willfully violates any provision of this Section shall, in addition to any other disciplinary action taken, be personally financially liable for any amount spent that exceeds the budget appropriations unless such excess had prior approval of the NFC. Any salary or expense money due or to become due to any officer or employee may be retained by this organization to offset all or any part of the unauthorized over- expenditure.

Section 10.3 National Grievance Committee. (1) From among the membership of the NEC, the National Executive Committee,

the National Commander shall appoint a National Grievance Committee, consisting of a minimum of three members13, to hear grievances and appeals as provided for in these Bylaws. The National Commander shall designate the

13 This number is too small, especially for an appointed committee. There should be at least five members, possibly seven, or some number appointed by the Commander and others appointed by the NEB.

chairman. Such appointees shall serve at the pleasure of the National Commander.

(2) The National Commander and National Judge Advocate shall serve as ex- officio members of this committee without vote.

(3) The National Grievance Committee shall function during the National Convention and during the times of NEC meetings.

(4) The National Grievance Committee shall adhere to the UNIFORM CODE OF PROCEDURE FOR GRIEVANCES HEARINGS AND EXPULSION, and shall hear appeals from the state Departments and appeals of grievances against a member or a Local Post.

(5) The National Grievance Committee shall report its findings and recommendations to the NEC and to the proper legal authorities or government officials if evidence of a crime has been discovered.

Section 10.4 National Personnel Committee. (1) The National Personnel Committee shall be composed of the National

Commander, who shall be the chairman, and the National District Commanders.

(2) The National Judge Advocate shall be an ex-officio non-voting member of the National Personnel Committee.

(3) No salaried employee of AMVETS, at any level, shall be eligible to serve on the National Personnel Committee.

Section 10.5 National Audit Committee 14. (1) The National Audit Committee shall consist of at least five (5) members selected

from the elected Officers and the Past Junior Commander. If any of the foregoing are unable or ineligible to serve, any member in good standing who has served as an officer of a Department or District for at least one (1) year and has the requisite financial experience may serve. In addition, the National Commander shall appoint at least one member in good standing from the National Convention Body, who may or may not be an officer, but who has the requisite financial experience to serve.

(2) The National Audit Committee shall not include paid or unpaid staff or employees of the Corporation, the Executive Director, the National Commander, or the National Finance Officer.

(3) Members of the National Finance Committee shall constitute less than 50% of the membership of the National Audit Committee.

(4) The chairperson of the National Audit Committee shall not be a member of the National Finance Committee.

(5) The National Audit Committee shall confer with the Corporation’s Certified Public Accountant (“CPA”) to ensure that the financial affairs of the

14 New committee required by law. Corporation are in order and so that the CPA prepares annual financial statements using generally accepted accounting principles that are audited by an independent CPA in conformity with generally accepted auditing standards.

(6) The National Audit Committee shall make the audit available to the proper legal authorities and to the public on the same basis that the Internal Revenue Service Form 990 is required to be made available.

(7) The National Audit Committee shall advise the NEC on the retention or termination of the audit firm.

Section 10.6 National Fundraising Committee. (1) The National Fundraising Committee shall be composed of the President of

the National Service Foundation, the National Judge Advocate and the National Commander.

(2) The National Executive Director and the Executive Director of the National Service Foundation shall be ex-officio members of this committee.

(3) The National Fundraising Committee shall render a decision within three weeks of submission of a complete packet of information for decision.

(4) In the event of an adverse decision of this committee, an appeal may be made to the NEC at its next session.

(5) All federal or state reports required to be filed by the state Department or subordinate thereof, including the state service foundation, pursuant to federal or state legislation or administrative regulations pertaining to the fundraising or the disposition of any of the assets of the state Department or subordinates, including the state service foundation, shall, at least 14 days prior to filing with any federal or state agency, be submitted to the National Fundraising Committee for preliminary review and recommendations concerning the preparation and filing thereof.

(6) Failure of a state Department or subordinate to adhere to the provisions of this Section shall be considered grounds for disciplinary action.

Section 10.7 Council of Past National Commanders.

(1) AMVETS recognizes an organization known as the Council of Past National Commanders, to be chaired by the immediate past National Commander (the “Past Junior Commander”) who shall call any and all meetings of the council.

(2) The Council of Past National Commanders shall be an advisory and overview council to consider all facets of the organization; to maintain unity and harmony; and to develop matters pertaining to the good and welfare of AMVETS.

(3) The Council’s suggestions and recommendations shall be reported at an NEC meeting or National Convention for further consideration and action. The Council shall present annually a written report to the National Commander.

ARTICLE 11 NATIONAL STANDING 15 COMMITTEES

Section 11.1 Establishment of National Standing Co mmittees. The following committees are hereby identified as National Standing Committees. The National Commander shall solicit recommendations for committee members from the membership in general and then shall appoint duly qualified candidates16 to the National Standing Committees attempting to reach a cross-section of state

representation, membership longetivity, expertise and volunteerism. The National Commander shall determine the necessary number of members for each committee as are necessary to accomplish its objectives and shall name (except where otherwise indicated) a chairman and vice chairman. All National Standing Committees will receive and develop and consider resolutions within their area of assignment. Appointments are effective September 1 for a period of one year (except where otherwise indicated). Meetings and action of National Standing Committees shall be governed by these Bylaws concerning meetings of directors including rules for quorum and minutes.

Section 11.2 National Standing Committees. The following National Standing Committees shall be the only authorized committees of this Corporation and the duties and responsibilities shall be set forth in the AUTHORIZED STANDING COMMITTEES found APPENDIX D attached hereto and made a part hereof:

1) Americanism and Patriotic Activities Committee.

2) Armed Services and Military Liaison Committee.

3) Civil Service and Veterans Employment Committee.

4) Communications Committee.

5) Community Services and Activities Committee.

6) Bylaws Committee.

7) Credentials Committee.

8) Diversity Committee.

9) Honor Guard Committee.

10) Honors and Awards Committee.

11) Long Range Planning Committee.

12) Membership Committee.

13) National Convention Rules Committee.

14) POW/MIA Committee.

15) Programs Committee.

16) Resolutions Committee.

15 Notice that Standing Committees are different from Statutory Committees. 1616 Codifies the practice by the National Commander to seek input for committee members.

17) Special Committees.

18) Subordinate Organizations Liaison Committee.

19) Technical Advisory Committee.

20) Uniform and Insignia Committee.

21) VAVS & VA Hospital and Medical Services, Rehabilitation Benefits Committee.

22) Women Veterans Committee.

Section 11.3 Restrictions on Committees. No committee may do the following:

(1) Fill vacancies on any other committee;

(2) Amend or repeal Bylaws or adopt new Bylaws;

(3) Amend or repeal any resolution of the National Executive Committee, Finance Committee, National Grievance Committee, National Personnel Committee, National Audit Committee or that of any other National Standing Committee;

(4) Create any other committees or appoint members to any committees. ARTICLE 12 NATIONAL DISTRICT ORGANIZATION

Section 12.1 National Districts. Membership by AMVETS within the United States is divided into the following districts provided that the district has a minimum of two chartered Departments. Each Department shall be a member of its respective District:

(1) DISTRICT I: Maine, Vermont, New Hampshire, New York, Rhode Island, Massachusetts, Connecticut and New Jersey.

(2) DISTRICT II: Pennsylvania, Maryland, Delaware, West Virginia, Virginia, North Carolina and the District of Columbia.

(3) DISTRICT III: South Carolina, Georgia, Florida, Alabama, Mississippi, Louisiana, Arkansas and Tennessee.

(4) DISTRICT IV: Ohio, Indiana, Illinois, Missouri, Iowa, Michigan, Minnesota, Wisconsin and Kentucky.

(5) DISTRICT V: Kansas, Nebraska, South Dakota, North Dakota, Wyoming, Colorado, Montana, Oklahoma and Texas.

(6) DISTRICT VI: New Mexico, Arizona, Utah, Nevada, Idaho, Oregon, Washington, Alaska, Hawaii and California.

Section 12.2 National District Governance. Each National District shall adopt function as a subdivision of the National Department and shall follow the governance and rules set forth in these Bylaws. The National District shall submit its initial operational policies and procedures, and any amendments or revisions thereto, to the National Judge Advocate for approval within 30 days of such change. Each National District is authorized to enact whatever administrative and fiscal policies and procedures as may be necessary to operate efficiently as a National District, including the authority to establish dues from the

member Departments. No recognized national district shall have administrative authority over its state Departments and local Posts; however, a district commander’s duties include acting as a national district deputy inspector general.

Section 12.3 National District Representatives. Each National District, in accordance with its operational policies and procedures, is authorized to elect or appoint Representatives as may be necessary. The National District shall forward a list of its Representatives to National Headquarters within 30 days of election or appointment. National District Representatives are not National or State officers as defined herein17.

Section 12.4 National District Executive Committee Meetings. Each National District shall conduct at least one district meeting of Representatives between National Conventions.

17 Thus, the title “representatives” is used not officer. Districts are not separate corporations.

ARTICLE 13 MEETINGS

Section 13.1 Meeting Governance. At all levels of AMVETS, all meetings and all matters and proceedings not otherwise provided for herein shall be conducted pursuant to the current edition Roberts RULES OF ORDER. The National Convention, the NEC, the NEB, all Statutory Committees, and all Standing Committees shall produce written minutes of all meetings.

Section 13.2 Voting. At all meetings of the AMVETS National Convention, voting shall be performed in person by attendance at a meeting. A meeting of the National Executive Committee, the National Executive Board, or of duly constituted committee, may be held by conference telephone, video screen communication, or other communication equipment. Participation in a meeting under this Section shall constitute presence in person at the meeting if both the following apply: (i) each participant can communicate concurrently with all other participants, and, (ii) each participant is provided the means of partaking in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the Department.18

In cases of conflict between this Section and the UNIFORM CODE OF PROCEDURE FOR GRIEVANCES, HEARINGS AND EXPULSION OF A MEMBER or UNIFORM CODE OF PROCEDURE FOR THE ESTABLISHMENT, SUSPENSION, REVOCATION OR CANCELLATION OF POST CHARTERS, the UNIFORM CODE OF PROCEDURE shall govern. Voting by proxy shall be prohibited at all times.

Section 13.3 Ballot Voting by Committees. Committee members may act without a meeting provided that National Headquarters delivers a ballot to each member of the committee entitled to vote on the matter; the ballot must be in the form of a record, sets forth each proposed action, and provides an opportunity to vote for or against each proposed action. All solicitations for votes by ballots must indicate the number of responses needed to meet the quorum, state the percentage of approvals necessary to approve each matter other than the election of

directors, and specify the time by which a ballot must be received by the corporation to be counted. Approval by ballot shall be valid only when the number of votes cast equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

In cases of conflict between this Section and the UNIFORM CODE OF PROCEDURE FOR GRIEVANCES, HEARINGS AND EXPULSION OF A MEMBER or UNIFORM CODE OF PROCEDURE FOR THE ESTABLISHMENT, SUSPENSION, REVOCATION OR CANCELLATION OF POST CHARTERS, the UNIFORM CODE OF PROCEDURE shall govern. Voting by proxy shall be prohibited at all times.

Section 13.4 Participation in Meetings.

participant is provided the means of partaking in all matters before the board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the committee or board.19

Section 13.5 Notice of Meetings. Written notice of a meeting of the NEC must be sent by first class mail, facsimile or buy electronic transmission to each member of the NEC and to each Department not less than ten (10) days prior to the first day of said meeting and no more than sixty (60) days prior. Notice given by electronic transmission by the National Department shall be valid only if it is delivered by (i) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the National Department; or, (ii) posting on an electronic message board or network that the National Department has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered on the later of the posting or delivery of the separate notice of it.

The same procedure shall apply to all statutory and standing committees except that only the committee members must be contacted and notice shall be sent not less than forty-eight (48) hours prior to the start of the meeting.

Section 13.6 Waiver of Notice Notice of a meeting need not be given to any director who, either before or after the meeting, signs a waiver of notice, a written consent to the holding of the meeting, or an approval of the minutes of the meeting. The waiver of notice or consent need not specify the purpose of the meeting. All such waivers, consents and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. Notice of a meeting need not be given to any committee member who attends the meeting and who, before or at the beginning of the meeting, does not protest the lack of notice.

Section 13.7 Quorum. A majority of the authorized number of members of the NEC, the NEB, or of any duly constituted committee, shall constitute a quorum for the transaction of any business

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except adjournment. Every action taken or decision made by a majority of the members present at a meeting at which a quorum is present shall be an act of that committee, subject to the more stringent provisions of the District of Columbia Nonprofit Corporation Act of 2010 and these Bylaws. A meeting at which a quorum is initially present may continue to transact business, despite the withdrawal of some directors, if any action taken or decision made is approved by at least a majority of the required quorum for that meeting.

19 New. See above reference. ARTICLE 14 FINANCES

Section 14.1 General Oversight. All finances of AMVETS shall be under the control of the National Executive Committee, which shall delegate sufficient general and specific authority to the National Finance Committee to carry out the usual duties of such committee. The National Finance Committee, with the approval of the National Executive Committee, shall have the authority to retain independent investment experts as needed for consultation in supervising any and all AMVETS funds.

Section 14.2 Accounting Standards. All monies received by this Corporation shall be strictly and accurately accounted for and a report shall be made available annually to all members, showing the sources of all such income and expenditures thereof. All Posts, Departments and National accounts shall be kept in accordance with generally accepted accounting procedures (“GAAP”).

Section 14.3 Budgets. Revenue shall be derived from annual dues and such other sources as may be approved by the National Executive Committee. In determining the budget, revenue shall be based on tangible assumptions and realistic and/or proven income projections to include revenue that provides funding for the operations and programs approved by the National Executive Committee. In the full execution of approved programs within the budget, expenses shall be budgeted as realistically as possible to ensure overall spending integrity. A contingency budget line shall be developed solely to address unexpected expenses during the operating fiscal year and included in the budget.

In no case shall the NFC or any other body of the Corporation be permitted to adopt or approve a budget in which the expenses, provisions for capital expenditures and provisions for debt reduction exceed the income established above. Under no

circumstances shall the aggregate budget as approved by the National Convention be over-expended. Violation of any of the foregoing provisions by any Officer or employee of the National organization shall constitute cause for disciplinary action, including removal from Office or dismissal from employment.

Section 14.4 Books and Records of Account. The Corporation shall keep at its National Headquarters (1) correct and complete books and records of account, (2) minutes of the proceedings of the members at National Convention, meetings of the NEC, the NEB, the NFC and any committee having any of the authority of the Board, and (3) a record of the names and addresses of the members entitled to vote.

Section 14.5 Inspection of Books and Records. All books and records of the Corporation may be inspected and copied by any member having voting rights, or his/her agent or attorney, for any proper purpose at any reasonable time. The Corporation’s most recent annual financial statements, which shall include a balance sheet and a statement of operations for the most recent fiscal year, shall be furnished to a member upon written request to National Headquarters.

Section 14.6 Checks and Payment of Money. All checks disbursing the funds of the Corporation shall be signed by two or more persons as designated by the National Executive Committee. Except as otherwise

specifically determined by resolution of the NEC for a specific and limited purpose or event, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Corporation shall be signed by the National Executive Director and countersigned by the National Financial Officer. Payments in amounts less than $5,000 may be signed by the National Executive Director alone.20

Section 14.7 Maintenance of Tax Exemption Applicat ion and Annual Returns. The Corporation shall at all times keep at its principal office a copy of its federal tax exemption application and, for three years from their date of filing, its annual information returns. These documents shall be open to public inspection and copying to the extent required by the Internal Revenue Code.

Section 14.8 Investments. The UNIFORM CODE OF PROCEDURE FOR AMVETS INVESTMENTS (APPENDIX B) shall be applicable to the Corporation and all subordinate organizations.

Section 14.9 Contracts. No contract or lease involving expenditures in excess of $5,000 of National AMVETS funds, or for a duration longer than six months, shall be negotiated without inviting a reasonable number of competitive written bids. Favoritism and selection of friendly bidders shall be discouraged. Where the required products are of equal quality, the contract shall be awarded to the lowest bidder. All contracts shall be executed by the Corporation shall be approved by the National Executive Committee, signed by the National Commander and attested to by the National Executive Director after the contract has been reviewed by the National Judge Advocate. No officer, committee member, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 14.10 Bonding. All National, Department and Local Post officials and/or employees handling funds on behalf of AMVETS shall be properly bonded in the minimum amount of One Million Dollars21 ($1,000,000), or such greater amount as shall be determined by the National Executive Committee, with the surety or sureties specified by the National Executive Committee for faithful performance of the duties of the office and for restoration to the Corporation of all of its books, papers, vouchers, money, and other property of every kind in the possession or under the control of the designated officers on death, resignation, retirement, or removal from office. The premium of the bond shall be paid out of the treasury of the Corporation. In case of delinquencies in the payment of accounts due the Department or National, action shall be taken at once by the proper officials to bring about an immediate and complete settlement. The bonds provided by officials shall be approved by the National Executive Committee, and those provided by Department and Post officials shall be approved by the Department executive committee.

22Section 14.11 Transactions with Officers. The Corporation shall not be a party to any transaction (i) in which one or more of its officers or committee members has a material financial interest, or (ii) with any

20 Verify amount. May be too high or too low. 21 Note broader bonding requirements. 22 New. Required by law.

corporation, firm, association, or other entity in which one or more officers or committee members has a material financial interest.

23Section 14.12 Requirements to Authorize Interested Party Transactions. The Corporation shall not be a party to any transaction unless:

(a) the Corporation enters into the transaction for its own benefit;

(b) the transaction is fair and reasonable to the Corporation at the time the transaction is entered into;

(c) prior to consummating the transaction or any part thereof, the NEC authorizes or approves the transaction in good faith, by a vote of a majority of NEC Members then in office (without counting the vote of the interested members), and with knowledge of the material facts concerning the transaction and the interested officer’s or committee member’s financial interest in the transaction;

(d) prior to authorizing or approving the transaction, the NEC considers and in good faith determines after reasonable investigation that the Corporation could not obtain a more advantageous arrangement with reasonable effort under the circumstances; and

(e) the minutes of the NEC meeting at which such action was taken reflect that the NEC considered and made the findings described in paragraphs (a) through (d) of this Section.

24Section 14.13 Material Financial Interest. An officer, director, or committee member shall not be deemed to have a “material financial interest” in a transaction:

(a) if the contract or transaction is part of a public or charitable program of the Corporation and it (1) is approved or authorized by the Corporation in good faith and without unjustified favoritism, and (2) results in a benefit to one or more officers, or committee members, or their families only because they are in the class of persons intended to be benefited by the program; or

(b) where the interested officer, director or committee member has no actual knowledge of the transaction and it does not exceed the lesser of one percent of the gross receipts of the Corporation for the preceding year or $100,000.

25Section 14.14 Loans to Officers and Committee Memb ers. The Corporation shall not make any loan of money or property to, or guarantee the obligation of any officer, director, or committee member, unless approved by the Attorney General for the District of Columbia.

23 See Above. 24 See Above. 25 See Above. Section 14.15 Reimbursement Of Expenses Employee, officer, director, or volunteers shall only be reimbursed in accordance with the rules set forth in the UNIFORM CODE OF PROCEDURE FOR FINANCES, ACCOUNTING AND VOLUNTEER EXPENSES attached hereto as APPENDIX F and incorporate herein.

ARTICLE 15 INDEMNIFICATION

Section 15.1 Non-Liability of Directors. The officers and directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation26.

Section 15.2 Indemnification in Third Party Proceed ings. Unless otherwise prohibited by law, the Corporation shall indemnify any director, officer, former director or officer, by resolution of the NEC after a determination is made by the disinterested members of the NEC, or by special legal counsel, that indemnification is permissible because the director or officer has met the applicable standard of conduct for directors or officers in discharging his or her duties. The provisions of this Article shall be applicable to with any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal, administrative, or investigative, including appeals) to which s/he may be or is made a party by reason of being or having been such director, officer, or employee, whether arising from acts or omissions to act occurring before or after adoption hereof.

Section 15.3 Disclaimer of Liability. (1) There shall be no indemnification in matters as to which the director, officer

or employee shall be adjudged in such claim, action, suit, or proceeding to be guilty of a criminal offense or liable to the Corporation for damages arising

out of his/her own negligence or misconduct in the performance of a duty to the Corporation.

(2) AMVETS shall not be responsible for the negligent or wrongful acts or omissions, nor the contractual obligations or debts of any Post, county cou n ci l ( “Co un ci l”) , District, or Department.

(3) Post Clubrooms. Wherever a Post clubroom is maintained and operated for the convenience and pleasure of its members and the name of AMVETS or its insignia is displayed or used, the Post shall comply with the rules set forth in the UNIFORM CODE OF PROCEDURE FOR POST CLUBROOMS attached hereto as APPENDIX G and made a part hereof. AMVETS shall not be responsible for the negligent or wrongful acts or omissions or contractual obligations or debts of any activity, clubroom, holding company, or unit, or post, sponsored, conducted, or operated by and for the behalf of any Post, Council27, District, or Department which shall be at all times under the direct control of such entity. All funds derived there from shall be at all times under direct control of such Post, Council, District or Department.

Section 15.4 Expenses Paid. Amounts paid as indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs, disbursements; and judgments, fines, and penalties against, and amounts paid in settlement by, such director, officer, or employee. The Corporation may advance funds to settle expenses, or where appropriate may itself, at its expense undertake the defense of, any director, officer, or employee upon resolution of the NEC after a determination is made by the disinterested members of the NEC, or by special legal counsel, that the director or officer has met the applicable standard of conduct for directors or officers in

26 New. 27 Defunct entity – delete.

discharging his or her duties. Provided, however, that such director, officer, employee shall undertake to repay or to reimburse such expense if it should be ultimately determined that s/he is not entitled to indemnification under this Article.

Section 15.5 Further Indemnification. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such director, officer, or employee may be entitled under any statute, Bylaw, agreement, or vote of the NEC, or otherwise, and shall not restrict the power of the Corporation to make any indemnification permitted by law.

ARTICLE 16 GENERAL

Section 16.1 Construction And Definitions. Unless the context requires otherwise, the general provisions, rules of construction, and definitions of District of Columbia Nonprofit Corporation Act of 2010 shall govern the construction of these Bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term “person” includes both the Corporation and a natural person. All references to statutes, regulations

and laws shall include any future statutes, regulations and laws that replace those referenced.

Section 16.2 Amendment of Bylaws. These Bylaws including all Appendices may be amended at any AMVETS National Convention by a majority vote of the delegates validly present at any National Convention. No amendment, however, may be adopted without prior review by the Constitution and Bylaws Committee which shall give its report at the National Convention. Amendments to these Bylaws shall take effect immediately upon adoption, unless otherwise specified by the adopted resolution.

Section 16.3 Submission and Review of Amendments. Proposed amendments for action must be mailed to the National Commander and the National Executive Committee, and postmarked at least 30 days prior to the opening date of the next National Convention. Proposals may be submitted by a Department convention, a Department Executive Committee, the National Executive Committee, or a Standing National Committee.