VIETNAM AND ALL VETERANS OF FLORIDA, INC.

BY-LAWS - Amended October 9th, 2004

ARTICLE I - OFFICES

    The principal office of the Corporation shall be located with in the State Florida as the Board of Directors may determine, or as the affairs of the corporation may require from time to time.

    The Corporation shall have and continuously maintain in the State of Florida a registered office, and a registered agent whose office is identical with such a registered office, as required by the State of Florida Non-Profit Corporation Act. The registered office may be, but need not be identical with the principal office in the State of Florida and the address of the registered office may be changed from time to time by the Board of Directors.

    The Name of this organization shall be the Vietnam and all Veterans of Florida, Inc., Hereinafter, it may be referred to in these articles as VVF. The Vietnam and all Veterans of Florida, Inc., is chartered as a non-profit corporation under, and pursuant to, the laws of the State of Florida.


ARTICLE II - MEMBERSHIP

1. Membership in the Corporation is open to any Vietnam era and any other Veterans group pursuant to the following Conditions

(A)   Membership of any member organization must have at least 51% Veterans of American Armed Forces as members thereof..

(B)   The board of Directors of any member organization must be comprised of at least 51% Veterans of American Armed Forces, or to include those organizations of friendly foreign nations.

(C)   The organization must be a legally incorporated entity under the laws of the State of Florida.

(D)   The organization must be defined as Non-Profit, or Non-Profit Charitable.

(E)   As many chapter organizations of any larger state organization or national organization shall be allowed in membership in the Corporation provided they meet the terms hereof.

(F)   Dues for membership in the Corporation will be set by the Board of Directors and subject to change. Membership dues may be paid on a quarterly basis. There will be one (1) voting delegate and two (2) alternates per organization. Meetings will be open to the general public, and a nominal fee may be incurred to offset expenses.

(G)   An organization, to be a member, must have at least 35 dues paying members.

2.     The Board of Directors of the Corporation shall have the authority to waive the requirement of the minimum of 35 members of the member organization upon petition by said organization and approval by a majority of the State Coalition.

3.     The Board of Directors of the corporation may by majority vote, admit any other U.S. Veteran Organization, and supporting organizations duly recognized in the state of Florida, whose membership promoted the principle of defending our country during time of war or peace, that have at least 35 dues paying members and who support our goals and ideals, and that wish to align themselves with our organization under the name. Vietnam and all Veterans of Florida Inc. State Coalition.


ARTICLE III - BOARD OF DIRECTORS


1.     Except as otherwise provided by law. or in these By-laws, control and management of the affairs and funds of the Corporation shall be vested in the Board of Directors.

2.     The Board of Directors shall consist of three representatives from each member organization who are in good standing in the subject members' organization and have been designated in accordance with that organization's requirements. Any member organization may designate any representative or alternate representative to attend the State Coalition Meetings, provided that said representative or alternate meets the requirements hereof.

3.     Any member of the Board of Directors shall be eligible to be an Officer of the Board of Directors for any office for which they are qualified.


4. RULES OF THE BOARD OF DIRECTORS.



(A)   Quorum. A quorum of the Board of Directors shall consist of at least 51% of all member organizations who are either present, or have previously stated that they would be present by return mail. 10 days before the scheduled meeting, provided that proper notification of such meeting was given in accordance with the By-laws of the State Coalition.

(B)    Meetings. The Board of Directors of the State Coalition shall meet quarterly. Thirty days written notice shall be delivered to the member organization's address as it appears on the corporate records at least 30 days prior to the regular meeting. (see(Article X note 3. (A)(or by any other electronic means))

(C)   Special Meetings. Special meetings of the Board of Directors of the State Coalition shall be called by a majority of the Board of Directors, and upon proper notice of not less than 48 hours by any method decided in Section X note 3. (A).

(D)   Open Meetings. All regular and special meetings shall be open to all members of all member organizations. Non Board members shall be limited to speaking to the Board of Directors of the State Coalition through their delegations to the State Coalition, or by the permission of the Board of Directors.

5. VOTING

(A)   Each member organization shall have one vote on the Board of Directors which shall be cast by one of the designated delegates of that member organization.

(B)   A designated delegate may represent and/or cast the vote for only one member organization at any official meeting of the Board of Directors.

(C)   No vote may be cast by proxy, or absentee vote. The member organization must have a designated delegate physically present in order to cast a vote.

(D)   The officers of the corporation shall not have a vote by virtue of the office. They may vote if they are the designated delegate from their member organization. The President may cast an official vote in case of a tie vote.

ARTICLE IV - OFFICERS

1.   Individuals elected, by the Board of Directors, to the position of President, and Vice President(s) shall be Veterans who have served in a military organization that have fulfilled a combat roll, and received an honorable discharge as shown on there DD 214 Form.

(A)   Nomination of officers will be open at the October meeting of the Board of Directors. A DD-214 for nominees for the offices of President, 1st Vice President and 2nd Vice President must be on file at their local chapter, and a copy thereof be turned over to the Board of Directors upon request.

(B)   All officers elected to the position of President, 1st Vice President and 2nd Vice President shall hold respective offices for a term of two (2) years, and may succeed themselves in office if re-elected by the Board of Directors. These officers may not succeed themselves for a third consecutive term.

(C)   The offices of President and 2nd Vice President shall be elected on even calendar years. The office of 1st Vice President shall be elected on odd calendar years. The office of Secretary and Treasurer shall be elected each year.

(D)   The offices of Secretary and Treasurer will be for a term of one (1) year and may succeed themselves if re-elected by the Board of Directors. There shall be no limitations on the number of times these officers may succeed themselves.

(E)   Any elected officer of the Vietnam and all Veterans of Florida Inc., before making a decision on behalf of the VVF shall discuss the decision with the other officers of the Board. If there are extenuating circumstances i.e. that the said elected officer is unable to make contact with 2 or more officers on the decision within a time constraint of 24 hours, then the elected officer shall speak for the VVF, while keeping in compliance with all the other By-laws of the VVF.

2. President.   The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. He or she shall preside at all meetings of the members of the Board of Directors, and shall for all purposes be deemed the chairman thereof. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any Deeds, Mortgages, Bonds, Contracts, or other instruments which the Board of Directors has authorized to be executed, except in the case the signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-laws, or by Statute, to some other officer or agent of the Corporation: and in general he or she shall perform all duties incidental to the office of the President, and such other duties as may be prescribed by the Board of Directors from time to time.

3. Vice-President.   In the absence of the president, or in the event of his or her inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order of their seniority) shall perform the duties of the president, and when so acting, shall have all the powers of, and be subjected to all the restrictions upon the President. Any Vice President shall perform such other duties as from time to time may be assigned him or her by the President or by the Board of Directors.

4. Treasurer.   The Treasurer shall give bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the board of Directors shall determine. He or she shall have charge and custody of, and be responsible for all funds and securities of the corporation; receive and give receipt for monies due and payable to the corporation from any source whatsoever, and deposit all such monies in the name of the corporation in such banks, trust companies or other such depositories as shall be selected by the Board of Directors; and in general perform all the duties incident to the office of the Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

5. Secretary.   The Secretary shall; keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notice are duly given in accordance with the provisions of these By-laws, or as required by law; be custodian of the Corporate records, and of the seal of the Corporation, and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under it's seal is duly authorized in accordance with the provisions of these By-laws; and in general perform all duties incidental to the Office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of directors.


ARTICLE V -MANAGEMENT

1.   The Affairs of the Corporation shall be managed by a majority vote of a quorum of the Board of Directors during any regular or special Board of Directors meeting as provided for in these By-laws.

2.   The Corporation shall have an Executive Board. Members of the Executive Board shall be the officers listed in Article 4, the immediate past president and chairman of the named committees. The Executive Board shall manage the Corporation between meetings of the Board of Directors.


ARTICLE VI -COMMITTEES

1. The President may establish, with the consent and approval of the Board of Directors, such standing, select, or sub-committees as is deemed necessary or desirable to the operation of the Corporation.

2. Meetings and Rules. The committees shall meet at such times and places as the chair of the committee shall designate, or upon the request of the President or the Board or Directors.


ARTICLE VII - FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of October and end on the last day of September in each year.


ARTICLE VIII - SEAL

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed there on the name of the Corporation as Follows: "Vietnam and all Veterans of Florida Inc."


ARTICLE IX - WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the State of Florida Not-For-Profit Corporate Laws, or under the provisions of the Certificate of Incorporation or these By-laws. a waiver therefor in writing, signed by the President and Vice President of the member chapters entitled to such notice. whether before or after the time stated herein, shall be deemed the equivalent of giving said notice of waiver.


ARTICLE X - GENERAL PROVISIONS

1. Purpose.   The purpose of Vietnam and all Veterans of Florida Inc. shall be to:

(A)   Help foster, encourage and promote the improvement of the condition of the Vietnam and all Veterans.

(B)   To promote physical and cultural improvements; growth and development; self-respect; self-confidence; and usefulness of Veterans and others.

(C)   To foster new attitudes toward all veterans; to develop channels of communications which will assist the veterans to maximize self-realization; enrichment of their lives; enhance life fulfillment; to promote, by example; enhancement of female and minority veteran membership representation in Vietnam, and other Veterans organizations; and to create a more positive image of Veterans in general.

(D)   To study, on a non-partisan basis, proposed legislation or rules and regulations, introduced to or by Federal, State or Local legislative or administrative bodies which may affect the social, economic. educational of physical welfare of Vietnam and all veterans or others, and to develop public policy proposals designed to improve the quality of life of the veterans, and others, especially in the areas of employment. Education, training and health.

(E)   To conduct and publish research, on a non-partisan basis, pertaining to the relationship between the combat veteran and American society, the Vietnam war and other combat experiences, the role of the United States in securing peaceful coexistence for the world community, and other matters which may affect the social. economic, educational or physical welfare of the combat veteran, and other Veterans.

(F)   To assist the disabled and needy war veterans from any conflict, and their dependents, and the widows and orphans of deceased veterans


2. Discipline.

(A)   Any member organization who fails to extend a delegate to attend two consecutive regularly scheduled meetings of the Board of Directors of Vietnam Veterans of Florida, Inc. shall be given written notice that they have 45 days to respond to show good cause why they should be retained on the coalition and in the Corporation, and at the next regularly scheduled meeting, termination of their membership will be voted upon.

(B)   No member organization shall use the Corporate name in any way, shape or manor, for any purpose whatsoever, with out the express permission of the Board of Directors of the Corporation, and that no member organization, or member shall solicit funds under the name of the Corporation without the express written consent of the Board of Directors. and that no one shall give an opinion or give a public statement in the name of the Corporation without prior written or expressed consent of the Board of Directors.

(C)   Any member organization or individual member found to be in violation of the By-laws of the Corporation shall be requested to respond to the alleged violations at the next regularly scheduled Board of Directors meeting, or if proper notice is given. at a specially called meeting of the organization, and if the violation shall continue, then the Corporation, by two-thirds vote. shall lead to censure and possible dismissal of the said organization or member of the Corporation.


3. Amendments

(A)   These by-laws may be amended at any quarterly meeting of the State Coalition, provided that such notice and proposed amendment be made to each member organization sixty (60) days prior to such meeting in writing at the designated mailing address (or by any other electronic means) of each organization, as it is recorded on the books of the Corporation

B)   Said By-laws shall be passed upon the vote of two-thirds majority at said specific quarterly meeting.


4.   Checks & Bonds

(A)   The President, lst Vice President, 2nd Vice President, Treasurer and Secretary shall be authorized to sign checks of the Corporation and any two of the above named individuals shall be required to sign on any check.

(B)   Any sum expended by the officers of the Corporation, in excess of petty cash fund, must be authorized by a majority of the Board of Directors or the Executive Board.


5.   The Veteran of the Year

(A)   Nominations for The Veteran of the Year will be opened at the October meeting of the Board of Directors. All nominations must Be accompanied by a biography in writing. All nominees must have a DD-214 on file with their local chapter, and a copy thereof be given to the Board of Directors upon request.

(B)   The Veteran of the Year will be selected by the past Vietnam and other Veterans of the Year at the Executive Board meeting prior to the January Board meeting, and will be announced at the January meeting or the evening thereof.



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