Sam Johnson Chapter 270
AMENDMENT NO. ONE
TO THE BY-LAWS OF
KOREAN WAR VETERANS ASSOCIATION CHAPTER 270, INC.
Amendment made to be effective April 13, 2002 by the Korean War Veterans Association Chapter 270, Inc. (“Corporation”).
W I T N E S S E T H
WHEREAS, the membership of the Corporation approved its By-Laws at its regular monthly meeting on November 17, 2001; and
WHEREAS, effective April 13, 2002, the Corporation desires to amend its By-Laws to change titles of certain Chapter appointed positions; and
WHEREAS, pursuant to Article XI of the By-Laws, the Corporation has the authority to amend the By-Laws if ratified by a majority vote (51%) of the eligible members at a meeting of the general membership.
NOW, THEREFORE, the general membership of the Corporation having ratified the changes, the By-Laws are amended as follows, effective April 13, 2002:
1. Section 3.02 is amended by changing the title from Appointed Officers to Appointed Chairs.
2. The words “appointed officer(s)” will now read “appointed chair(s) throughout the text of the Section.
3. Article VI is amended by changing the title of Section 6.05 from Appointed Officers to Appointed Chairs and any references contained therein.
4. Article VII is amended by indemnifying elected officers and appointed chairs, including indemnification to any member.
THE UNDERSIGNED, being the President and Secretary of the Korean War Veterans Association Chapter 270, Inc., DO HEREBY CERTIFY that the foregoing reflects the amendments as adopted by the majority vote of a general membership on the 13th day of April, 2002.
_________/s/ Edwin Buckman________
________/s/ Glen Thompson_________
KOREAN WAR VETERANS ASSOCIATION CHAPTER 270, INC.
CHARTER AND OFFICES
Section 1.01. Charter.
(a) Name. The name by which this organization shall be known as the Korean War Veterans Association Chapter 270, Inc.
(b) Term. The term for which it organized shall be perpetual.
(c) Objectives. The particular business and objectives shall be:
i. To organize, promote and maintain for benevolent and charitable purposes an association of persons who have seen honorable service during the Korean War at any time between June 25, 1950 and January 31, 1955, both dates inclusive, and of certain other persons, the particular qualifications for membership to be set forth in the By-Laws of the national Korean War Veterans Association, Inc.
ii. To aid needy members and their spouses and children, and the spouses and children who were members at the time of their death.
Section 1.02. Principal Office. The principal office of the Corporation shall be within or without Dallas, Texas as the Executive Council may determine.
Section 1.03. Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the Executive Council may change the address of the registered office from time to time.
Section 2.01. Qualification of Members. Membership in this Chapter shall consist of honorary members, regular members and associate members. No person shall be excluded from membership because of race, color, creed, sex, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individual meets the service requirements.
Any person who requests membership in the Chapter having served in the armed forces of the United States must submit a copy of their form DD-214 or other verification of military service before membership in the Chapter is approved. Veterans of the United Nations Command and Korean Armed Forces must produce a document similar to the DD-214 or other official document or records that establish service with the United Nations Command or Republic of Korea forces. All applications for membership in the Chapter will be pended until the application for membership in the national Association is approved.
§ Service in the United States Armed Forces. Any person who has seen honorable service in any of the armed forces of the United States, said service being within Korea (September 3, 1945 – June 25, 1950); within and without Korea (June 25, 1950 – January 31, 1955); or who, as a member of the armed forces of the United States as defined by U.S.C. Title 10, served honorably in Korea from February 1, 1955 is eligible for membership.
§ Medal of Honor. Any Medal of Honor recipient, so honored for service in Korea during the Korean War is eligible for life membership.
§ Prisoner of War. Any person held as a prisoner of war by the North Koreans, Chinese, or Russian forces during and after the period of hostilities from June 25, 1950 forward is eligible for life membership.
§ United Nations Command and Korean Armed Forces. Any person who served honorably in the armed forces of the United Nations command or in the Republic of Korea armed forces during the Korean War era and thereafter is eligible for membership. However, UN/Korean membership of the national Association may not exceed ten percent (10%) of the total national membership.
§ Gold Star Parents. Any parent whose child was killed in action, or was missing in action, or died as a prisoner of war during the Korean War is eligible for life membership.
§ Gold Star Wives. Any woman whose husband was killed in action or was missing in action, or died as a prisoner of war during the Korean War is eligible for life membership.
Section 2.02 Membership Procedures.
(b) Termination of Membership. The Executive Council, by a two-thirds vote of those in attendance, may suspend or expel a member for just cause after an appropriate hearing. Such decision shall be voted upon at the next general membership meeting. The Executive Council may, without a hearing, upon notice to the member, suspend or terminate the membership of any member who becomes ineligible for membership for nonpayment of dues as set forth hereinafter.
(c) Resignation. Any member may resign by filing a written resignation with the Secretary but said resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.
(d) Reinstatement. Upon written request signed by a former member and filed with the Secretary, the Executive Council, by a two-thirds vote of the members present, may reinstate such former member to membership on such terms as the Executive Council may deem fit and proper.
(e) Transfer of Membership. Membership in this Chapter may be transferred in from or out to other Korean War Veteran Association chapters but no funds shall be transferred. Life memberships shall be accepted with no further monetary requirement. Regular or Associate memberships will be accepted for the calendar year in which the transfer is made.
Section 2.03 Dues. A condition of Chapter membership is membership in the National Association and membership in both organizations must be paid and current to retain membership. To join with Life membership, a member must also join the National Association as a Life member.
(a) Amount of Dues. Payment of dues is a condition of initial and/or continuing membership. Dues shall be $20 per calendar year for Regular members. Life membership dues shall be $150. Honorary members, Medal of Honor members, POW members, Gold Star Parents and Gold Star Wives may pay dues if they so wish but are not required to do so. Associate members shall pay $12 per calendar year. The Executive Council may, with approval of the general membership, adjust the dues.
Annual dues will be prorated for the year of initial membership. The pro-rated annual dues for initial memberships will be:
Pro-Rated Membership Dues Amounts
January – March
April – June
July – September
October – December
(b) Payment of Dues. All dues shall be due and payable on January 1 of each year and be valid for a calendar year (January 1 through December 31). Life dues may be paid in a lump sum or in six (6) equal payments of $25 each, all payable in the first year of Life membership. Dues paid to the Chapter for National Association membership will be remitted to the national Korean War Veterans Association, Inc. upon receipt.
OFFICERS AND EXECUTIVE COUNCIL
Section 3.01 Elected Officers. Members eligible to vote shall, in accordance with the procedure set forth hereinafter, elect a President, First Vice President, Second Vice President, Secretary and Treasurer (or Secretary/Treasurer) whose term of office shall be for one year, but may serve consecutive terms if so mandated by the general membership. The only elected office(s) that may be held by one person is the Secretary and Treasurer positions.
Section 3.02 Appointed Officers. The President, immediately following the election at the June meeting of the general membership, shall announce the appointment of the following officers, subject to approval of the Executive Council: Judge Advocate, Chaplain, Historian, MIA/POW Chair, Service Officer, Education Officer, Publicity and Membership, Fund-Raising, Meeting Planning and Entertainment, Communications, Quartermaster, Color Guard Commander and Sergeant-at Arms. Any member, Regular, Honorary or Associate, may serve in an appointed officer position and may serve for consecutive terms. An elected officer may also serve concurrently in an appointed officer position.
Section 3.03 Executive Council. The Executive Council shall consist of the elected officers plus four at-large members. At-large members will be elected for two-year terms. Two at-large councilors will be elected at each annual meeting of the general membership. Two will be elected on odd-numbered years and two will be elected on even-numbered years. All votes of the Executive Council shall be by a simple majority of a quorum. Only the elected At-Large Councilors and the First and Second Vice Presidents, Secretary and Treasurer (or Secretary/Treasurer) have a Council vote; the President has a tie-breaking vote only. No appointed officer has a vote on the Executive Council.
Section 4.01 General Membership. Meetings of the general membership will be held no less than bi-monthly on a date and at a time to be decided annually by the Executive Council and announced to the membership at the annual meeting each year.
Section 4.02 Executive Council. Any member of the Chapter may attend meetings of the Executive Council and, at the discretion of the Council, may be invited to address them. The meeting schedule of the Executive Council will be published for the benefit of the general membership. The Executive Council will meet no less than bi-monthly at a time and place decided by the Council. A quorum for the Executive Council is six (five if the Secretary/Treasurer position is combined).
Section 4.03 Annual Meeting. The annual meeting, for the purpose of holding elections, will be held in June each year.
Section 4.04 Business Without a Meeting. Any member of the Executive Council may call for business to be conducted without a meeting. The Council must be informed and be asked to acquiesce, by telephone, to a telephone conference meeting, which is then followed by a written resolution signed by each Council member. Any such action must be ratified at the next meeting of the Executive Council.
Section 5.01 Officers. The general membership will be presented a slate of candidates for the positions of President, First Vice President, Second Vice President, Secretary and Treasurer (or Secretary/Treasurer).
Section 5.02 At-Large Councilors. The general membership will be presented a slate of candidates from whom two at-large councilors will be elected for a two-year term.
Nominating Committee. The
President will appoint one member from the Executive Council to chair the
Nominating Committee by February 1 each calendar year. The chair will select
three additional members from the general membership to present a slate of
candidates for annual elections.
i. No later than March 1 of each calendar year, the Secretary (or Secretary/Treasurer) will announce that an election will be held at the June meeting. The announcement will include the name of the chair for the Nominating Committee, the address for collecting the declarations of candidacy, offices to be filled, deadlines for declaring and for voting, and the procedures to be followed in filing for office. The Chapter newsletter will publish the election rules and deadline dates.
ii. Any member in good standing seeking to have his name placed on the slate of candidates may submit a written request to the chair of the Nominating Committee no later than April 1 for each election year, stating the office they are seeking and the reason(s) why they choose to be a candidate. Each candidate must submit proof of service by presenting a copy of Form DD-214 or a notarized document showing eligible service for verification by the Nominating Committee.
iii. The Nominating Committee chair shall then certify that the candidates are qualified to stand for office.
Section 5.04 Eligible to Vote. All Regular members, except Gold Star Parents and Gold Star Wives are eligible to cast a ballot, provided that dues are current, if payment of dues is a condition of membership. Honorary and Associate members are not eligible to vote.
Section 5.05 Voting. The Nominating Committee chair will prepare a ballot listing the slate of candidates. Members eligible to vote are entitled to one vote and shall cast their ballot at the June meeting marking thereon their choice for each office on the slate. Absentee or proxy voting will not be permitted.
A majority (51%) of those voting will be required to elect. In the event there is no majority vote of any candidate for office, the two candidates with the highest number of votes shall have a run-off election and the candidate receiving a majority of the run-off vote will be elected.
The Nominating Committee shall be responsible for counting and recording the final vote tallies. Following the election, the Secretary will forward the results of said election to the national Secretary.
Installation of Office.
Following the annual election, the newly elected officers will assume office
on the date of the election. The oath of office will be given by the current
year Judge Advocate.
Section 5.07 Removal from Office. Any elected officer of the Chapter may be expelled or suspended from office for just cause by a quorum vote of the Executive Council after charges are preferred in writing and a hearing held before the Executive Council.
Any elected officer not in attendance for three (3) consecutive meetings of the Executive Council may be removed without just case and shall be deemed to have resigned said office.
Section 5.08 Vacancies. A vacancy in any office for any reason whatsoever may be filled by the Executive Council until the next election date for said office.
POWERS AND DUTIES
The officers shall have powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Executive Council. In the absence of such specification, each officer shall have the powers and authority and shall perform and discharge the duties of the officers of the same title serving in non-profit corporations having the same or similar purposes and objectives. The duties of the elected and appointed officers shall be as follows.
Section 6.01 President. The President shall perform the functions conferred upon him by these by-laws and shall generally be responsible for the execution of the policies and programs decided upon by the Executive Council. He may appoint standing committees and ad hoc committees composed of members at large to assist him in the execution of his duties. He shall have the power to call meetings of members of the Executive Council, over which he presides. He shall recommend to the Executive Council any action he considers necessary and proper for the welfare of the organization. All documents which shall be legally binding on the organization shall be signed by him, except in the case of disbursements by check or draft from the funds of the organization’s own checking or savings accounts managed by it; such checks or drafts will be signed and endorsed in accordance with Section 6.04. In the absence of the Treasurer, the President shall approve payment of invoices and bills. The President reports to the Executive Council.
Section 6.02 Vice Presidents. The two Vice Presidents shall assist the President in the performance of his duties. The First Vice President has seniority and in the absence of the President shall serve as and have the powers of the President. In the absence of both the President and the First Vice President, the Second Vice President shall be responsible to the membership of the Chapter. The Vice Presidents report to the President.
Section 6.03 Secretary. The Secretary is responsible for the management of the day-to-day business of the Chapter and shall perform all administrative duties required of him by the President. He shall be responsible for recording the minutes of meetings of the Executive Council and General Membership and shall keep records of the Chapter. He shall maintain communications with the Membership Committee, offering assistance as required. Ten (10) days prior to the Executive Council meetings he will submit an agenda to each member of the Executive Council. The Secretary will have responsibility for publishing the Chapter newsletter. The Secretary reports to the President.
Section 6.04 Treasurer. The Treasurer shall be responsible for collecting dues and other monies on behalf of the Chapter and for making timely and proper disbursements from the funds in his charge. He shall maintain custodianship of Chapter funds and shall prepare financial statements for presentation to the Executive Council and at general membership monthly meetings. The Treasurer shall only disburse funds as directed by the budget or Executive Council approval.
When a change in the office of Treasurer occurs, an audit may be conducted and any discrepancies resolved before a successor is installed. The Treasurer reports to the President.
Section 6.05 Appointed Officers. All appointed positions are selected and appointed by the President with approval of the Executive Council. Appointed officers may serve for consecutive terms.
(a) Chaplain. The Chaplain shall conduct services of remembrance and recognition of MIAs and those who died of wounds in hostile action. He shall memorialize Chapter members who have died and offer short prayers at meetings or other occasions, as necessary. The Chaplin shall act as spiritual advisor to the Chapter and visit, send cards to members, who are ill and/or notify others to also visit, call or send cards and such other functions as requested by the President.
(a) Communications. The Communications officer shall have the responsibility for contacting members, by telephone, on items of interest that cannot be accomplished by mail, or electronic mail, or to stimulate attendance at meetings or other Chapter affairs.
(b) Color Guard Commander. This position shall be responsible for leading and coordinating the time and place where the Color Guard will be in attendance or perform; seeing that all flags, banners and other required military paraphernalia used are maintained and stored properly when not in use and transported and available at functions.
(d) Education Officer. This position shall be responsible for dissemination of information about the Korean War and the United States’ mission in that war. He, along with other Chapter members, will work with local secondary education institutions for the purpose of providing lectures to students about the achievements of those who served in Korea and attempt to kindle a spark of patriotism in students and teachers.
(e) Fund Raising. This position shall be responsible for raising funds to meet objectives and purpose of the Chapter.
(f) Historian. The Historian shall prepare an annual history of the Chapter and be responsible for obtaining news releases and other material pertinent to the maintenance of the Chapter’s historical record. He shall perform other duties as requested by the President.
(g) Judge Advocate. The Judge Advocate will be the legal advisor to Chapter officers and the Executive Council and may not hold any other office.
(h) MIA/POW Chair. This position shall conduct all efforts in regard to the MIA/POW issues. He shall report current events to the chapter and suggest action to be taken by the Chapter. He shall communicate as necessary with government agencies or other sources to determine the status of the MIA/POW situation and what is being done.
(i) Meeting Planning and Entertainment. This position shall arrange for general membership meeting places and program/entertainment at meetings. Programs should be planned well enough in advance to publicize in the Chapter newsletter, outside media and electronic media.
(j) Membership. This chair is responsible for recruiting new members and maintaining a record of prospective members.
(k) Newsletter/Web. This position has responsibility for publishing the Chapter newsletter, either by printed copy or electronic media and maintaining the Chapter website.
(l) Publicity. This position is responsible for communicating with the general public, media and other bodies as the official spokesman for the Chapter on any and all subjects or issues. This chair is responsible for recruiting new members and maintaining a record of prospective members.
(m) Quartermaster. This position is responsible for purchasing materials for the Chapter and will stay in close contact with other Chapter Quartermasters as well as other similar organizations to remain up-to-date on flags, uniforms and other items. He maintains and stores for safekeeping and maintains an inventory of all Chapter property.
(n) Sergeant-at-Arms. This position is responsible for maintaining order at Chapter meetings; arranging security when requested for all Chapter functions.
(o) Service Officer. This position keeps the Chapter informed of current events and changes emanating from the Veterans Administration and to assist the members in obtaining information about available benefits; recruits volunteer workers for the Veterans Administration Hospital and to keep accurate records of volunteer work by Chapter members.
Section 6.06 Executive Council. The Council shall formulate policies and supervise the execution thereof. It shall establish rules for itself and Chapter committees and is responsible for orderly and timely actions between meetings. The Executive Council shall have the control and management of the affairs, property and funds of the Chapter and shall decide the policies of the Chapter.
Each officer, elected or appointed, and each member of the Executive Council now or hereafter serving as such, shall be indemnified by the Chapter against any and all claims and liabilities to which they have or shall become subject by reason of serving or having served as such person for all legal expenses reasonably incurred by them in connection with any such claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with any such claim or liability arising out of their own willful misconduct or gross negligence. The amount paid to any officer by way of indemnification shall not exceed their actual, reasonable and necessary expenses incurred in connection with the matter involved and such additional amount as may be fixed by a special committee appointed by the Executive Council. This right of indemnification herein provided for shall not be exclusive of any rights to which any director or officer of the Chapter may otherwise be entitled to by law.
All meetings shall be conducted under the provisions of these by-laws and Robert’s Rules or Order – Newly Revised (most current edition).
DISPOSITION OF ASSETS UPON DISSOLUTION
Upon the dissolution of the Chapter, the Executive Council, in its sole discretion, shall, after paying or making provisions for the payment of all the liabilities of the Chapter, dispose of all the assets exclusively for the purposes of the Corporation in such manner or to such organization or organizations organized and operated exclusively for charitable purposes as shall at the time qualify as an exempt organization or exempt organizations under Article 6.02(3) of the Texas Non-Profit Corporation Act and Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and, or the corresponding provision of any future United States Internal Revenue law. Any of such assets not disposed of shall be disposed of by a court of competent jurisdiction, in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as the court shall determine which are organized and operated exclusively for such purposes.
Section 10.02. Fiscal Year. The fiscal year of the Corporation shall be October 1 through September 30.
Section 10.03. Seal. The Corporation seal shall have inscribed thereon the name of the Corporation.
Section 10.04. Gender and Number. Within these By-Laws, words of any gender include any other gender, and words in the singular number include the plural, unless the context otherwise requires.
These By-Laws may be altered or repealed, in whole or in part, and new By-Laws proposed at any meeting of the Executive Council and ratified by a majority vote (51%) of the eligible members at a meeting of general membership. Proposed amendments will be published in the Chapter newsletter and electronic media at least thirty (30) days prior to being presented to the general membership.
THE UNDERSIGNED, being the President and Secretary of the Korean War Veterans Association Chapter 270, Inc., DO HEREBY CERTIFY that the foregoing are the By-Laws of said Corporation, as adopted by the majority vote of a general membership on the 17th day of November, 2001.