VFP 92 Bylaws
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Bylaws of
Veterans For Peace, Greater Seattle, Chapter 92
Approved at the General Membership Meeting on February 23, 2013
ARTICLE I. NAME & AFFILIATION
The official name of this organization shall be "Veterans For Peace, Greater Seattle, Chapter 92" ("VFP 92"). VFP 92 is a local chapter of Veterans For Peace, Inc., a national organization with headquarters in St. Louis, MO ("National VFP").
ARTICLE II. PURPOSES
Section 1. The Statement of Purpose contained in the current edition of the National VFP bylaws is hereby incorporated by reference.
Section 2. VFP 92 is organized exclusively for charitable, religious, educational, and scientific purposes. No substantial part of the activities of VFP 92 shall be the attempting to influence legislation, and VFP 92 shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. No part of the net earnings of VFP 92 shall inure to the benefit of, or be distributable to, its Members, Directors, or other private persons, except that, in furtherance of the purposes set forth herein, VFP 92 shall be authorized and empowered to pay reasonable compensation for services rendered and pay reimbursement for reasonable expenses incurred.
ARTICLE III. MEMBERSHIP
The membership definitions contained in the current edition of the National VFP bylaws are hereby incorporated by reference. Membership in VFP 92 shall consist of members in good standing of National VFP who claim membership in VFP 92 and who have notified the National VFP staff of their desire for membership in VFP 92.
ARTICLE IV. DUES
[This section is reserved]
ARTICLE V. BOARD OF DIRECTORS
Section 1. The Board of Directors ("Board") shall consist of the President, Vice President, Secretary, Treasurer, and three Directors-at-Large. Only Full Members shall be eligible to serve as President or Vice President and only Full and Associate Members shall be eligible to serve as Secretary, Treasurer, or Director-at-Large. All Board members are voting members of the Board.
Section 2. The regular term of office shall be one calendar year for the President, Vice President, Secretary, and Treasurer. The regular term of office of Directors-at-Large shall be three calendar years, which shall be staggered, such that a new Director-at-Large is elected each year. The term of office shall begin on the 1st day of January following the regular November Board election immediately preceding it.
Section 3.
a) The primary responsibility of the Board is to serve the needs of the Members in furtherance of VFP
92's purposes.
b) The management of VFP 92 shall be conducted through the Board.
c) Board approval is required for the following:
i. Public displays of Chapter opinion.
ii. Written and oral statements made public as representing those of VFP 92.
Section 4. A request to remove a Director must be initiated through a written petition for removal signed by 10% or more of the Members listed on the current Chapter roster. The petition must contain legibly printed names and signatures and be submitted to the Board for membership verification. If verified, the petition will be presented for approval to the Chapter at the next General Membership Meeting ("GMM"). Notice of the petition must be sent to all Members at least ten calendar days prior to the next GMM. A 60% vote of Members present constitutes approval of the petition and the Director is immediately removed from office. The Secretary shall notify members of the outcome of the vote.
Section 5. Board vacancies created by death, disability, resignation, or removal may be filled via election at the next GMM. A Director who fills such a vacancy shall serve for the remainder of the term of her/his predecessor in office.
Section 6. A majority of the Board shall constitute a quorum.
Section 7. The Board shall hold a regularly scheduled meeting at least quarterly on a date determined by the Board. The President or any two Directors may call special Board meetings. The Secretary or her/his designee shall notify Members at least four days in advance of any Board meeting.
Section 8. Board meetings are open to the Membership. Meetings may be closed when discussing issues involving personnel, litigation, contractual negotiations, or similar matters. When a meeting is closed, the reason shall be recorded.
Section 9. The Board shall maintain minutes of their meetings. Following their approval by the Board, Board meeting minutes shall be presented at the next GMM.
Section 10. The Board may meet by means of a telephone conference. In event that the President determines timeliness so requires, any action that could be taken at a Board meeting may be taken by means of an electronic mail ("e-mail") exchange. Directly or by telephone, the President shall attempt to query Board members unable to participate via e-mail with the results to be communicated to the rest of the Board before any final decision is taken. The President shall insure that Board decisions taken by telephone or e-mail are reported at the next GMM or in-person Board meeting, whichever comes first, and included in the minutes of that meeting.
Section 11. Directors shall not be liable for their actions or duties related to VFP 92 except in the case of willful misconduct or failure to act in good faith.
Section 12. Directors who receive any compensation for services or reimbursement for expenses from VFP 92 may not vote on matters pertaining to that compensation or reimbursement. Directors shall disclose to the Board any financial interest that the Director has in any person or entity that is a party to a financial transaction under consideration by the Board; the interested Director or officer shall abstain from voting on the transaction.
ARTICLE VI. OFFICERS
Section 1. The officers of the Chapter shall be: President, Vice President, Secretary and Treasurer
Section 2. The President shall be the chief executive officer of VFP 92 and an ex officio member of all Action Teams. The President shall preside at all GMMs and Board meetings. If the Secretary is unable to or otherwise fails to give a notice required by these Bylaws, the President or her/his designee may give the notice, provided all other Bylaws requirements are met.
Section 3. The Vice President shall perform the duties and exercise the powers of the President in the President's absence and shall perform such other duties as may be prescribed by the Board.
Section 4. The Secretary shall be the State of Washington Registered Agent for VFP 92 and is responsible for accepting service of process on VFP 92's behalf and for promptly notifying the Washington Secretary of State if s/he resigns or changes the Registered Office address. The Secretary shall be the custodian of VFP 92's corporate records. The Secretary shall keep the minutes of the GMM and Board meetings. The Secretary shall also see that all notices are given in accordance with the provisions of these Bylaws. Notices may be provided in-person, by postal mail, by telephone, or by e-mail. With respect to Board meetings, notice to Board members by e-mail is valid only with respect to those Directors who utilize email or have waived notice. The Secretary shall keep a roster of the names, telephone numbers, and postal and email addresses of all Chapter Members and shall communicate with National VFP staff, as necessary, to keep the roster accurate and current. The Secretary shall also perform such other duties as may be prescribed by the Board.
Section 5. The Treasurer shall be responsible for all funds of VFP 92 and such other duties as may be prescribed by the Board. The Treasurer shall have power and authority to act, as directed by the Board or the Membership: To open, maintain, or close checking, savings, credit, and other similar accounts; and, to conduct business with respect to VFP 92's accounts; and, to enter into and sign any and all instruments necessary or appropriate for the maintenance of aforesaid accounts. The Treasurer shall provide a regular accounting for all funds handled.
ARTICLE VII. ELECTION TO THE BOARD OF DIRECTORS A call for nominations for election to the Board shall be made at the October and November GMMs. All nominees shall be Members in good standing and should express a willingness to serve before or immediately upon being nominated. Members will vote on the nominees at the November GMM.
ARTICLE VIII. ACTION TEAMS
Section 1. Rather than utilize Standing Committees, VFP 92 will utilize Action Teams. Subject to report and approval by the Board and the Membership, each team will be tasked with organizing, coordinating, and directing specific function or task.
Section 2. Action Teams will be appointed by the President and/or the Board and may be dissolved at any time by same.
Section 3. Action Teams may be assigned to an event or task that is short term in duration or may be assigned ongoing tasks or functions. Action Teams will dissolve at year-end and be recreated as desired by the incoming Board.
Section 4. The Action Team will be comprised of those who have an interest in a specific event or function or those who have a special talent/skill/connection to make an event or function successful. Each team will consist of three or more Members and have a single leader who will act as liaison with the Board and report monthly at the General Membership Meeting.
ARTICLE IX. GENERAL MEMBERSHIP MEETINGS
Section 1. VFP 92 shall have a monthly scheduled General Membership Meeting ("GMM"). The Secretary or her/his designee shall notify Members at least four days in advance of any GMM.
Section 2. The Members, present and voting, shall comprise a quorum at the GMM.
Section 3. Each VFP 92 Member in good standing present, shall be entitled to one vote on matters coming before the GMM.
Section 4. Meeting Format
In general, VFP 92 meetings will be conducted using an informal "consensus" format, wherein issues will be decided by allowing all perspectives to be heard. Ideally, issues will be addressed by Members as problems to be solved rather than as positions to be defended or attacked. Exceptions to consensus format are as follows:
a) At any time during a consensus discussion, any member may move to switch from consensus to the more formal Robert's Rules format on the issue being discussed. In order for this motion to be adopted, it must be immediately seconded by another member. If seconded, the Members will immediately vote on the motion. A simple majority rules. If passed, the issue at question will be debated under Robert's Rules. If the motion fails, consensus continues.
b) At any time during consensus discussion, the President may switch to Robert's Rules by simply so declaring.
c) For the purposes of this section, "Robert's Rules" refers to the Parliamentary Authority specified in the current edition of the National VFP bylaws.
ARTICLE X. AMENDING THE BYLAWS
Section 1. Proposed amendments to these Bylaws must be submitted in writing to the Board of Directors. The Board of Directors must approve any proposed amendments by a simple majority vote and present them in writing to the next Chapter meeting. A majority vote of Full and Associate Members present then constitutes full ratification.
Section 2. If the Board of Directors does not approve a proposed amendment, Directors must submit it to the next Chapter meeting as not approved. A sixty percent super-majority of Full and Associate Members present will then constitute full ratification.
