DRAFT #7 July 13, 2025
Vietnam Veterans of America Captain Bill Robinson Chapter
BYLAWS
Article I: Name
The name of this organization shall be Vietnam Veterans of America Captain Bill
Robinson Chapter. Going forward the corporation will be referred to as
“ORGANIZATION.”
Article II: Mission
a. The mission of this ORGANIZATION is to support Vietnam Veterans and to
support following generations of veterans and active-duty servicemen and
servicewomen.
b. The ORGANIZATION will foster, encourage, and promote the improvement of
the condition of Vietnam Veterans.
c. The ORGANIZATION and policy will be to improve growth and development,
self-respect, self-confidence and usefulness of Vietnam Veterans and others, as well as, to assist disabled and needy Veterans, including, but not limited to, the Vietnam Veterans and their dependents, and the widows, widowers, and children of deceased Vietnam Veterans.
d. And the ORGANIZATION will support the next generation of America’s
Veterans and serve our communities.
Article III: Corporation Offices
The ORGANIZATION shall designate a registered office in accordance with the
Non-Profit Corporation Act of the State of Tennessee. The principal office of the
ORGANIZATION shall be in Knoxville, Tennessee.
Article IV: Membership
a. The membership shall be open to the public.
b. Members of the ORGANIZATION are considered the general membership.
c. Members of the Captain Bill Robinson Vietnam Veterans of America Chapter 1078 are automatically members of ORGANIZATION.
d. New members must submit the proper paperwork and $25.00 as a onetime
fee. All members once accepted will be lifetime members and have all the rights for voting and holding office.
Article V: Authority
a. The authority will be fully vested in the Board of Directors. The Board of
Directors shall be responsible for the control and management of the affairs,
property, and interest of the ORGANIZATION and for keeping members advised
of all activities of the ORGANIZATION.
b. The Board of Directors will comply with all reporting requirements established by these Bylaws, the rules, resolutions or directives of the ORGANIZATION, and any local, state or federal laws.
c. The Board of Directors shall be responsible for guiding and administering the ORGANIZATION so that the purposes, principles, and goals of the
ORGANIZATION as set forth within the rules, resolutions, and directives of the
ORGANIZATION are followed and for making suggestions and recommending
programs.
d. This authority is subject to the limitation of the Corporate Charter, the Bylaws, and the Tennessee Non-Profit Corporation Act.
Article VI: Officers and Board of Directors
a. The membership of the Board of Directors of the ORGANIZATION, inclusive
of its officers, as set forth below, shall consist of no less than 4 and no more than 15; and the exact number shall be determined by the board of directors, subject to the approval of the members of the ORGANIZATION. Additionally, as set forth below, the Immediate Past President shall become an ex-officio, voting member of the Board of Directors. Accordingly, the board of directors shall consist of a minimum of the elected officers plus any directors elected from the membership.
b. The officers of the ORGANIZATION shall be the following: President, Vice
President, Secretary, and Treasurer. Said officers shall be elected by the
ORGANIZATION membership at the annual meeting. Each such officer shall
also be a member of the Board of Directors, and their terms of directorship shall be for the period to which they were elected. The President, Secretary, and Treasurer will serve two-year terms and shall be elected biennially beginning 2025. These three officers shall hence be elected to
two-year terms 2 every following odd year. Separately, also beginning in 2025,
the Vice President shall be voted in for only a one-year term. However, beginning in 2026, the Vice President will hence be elected biennially. This means that, after the first election, the Vice President will be elected biennially for a two-year term every following even year. That will enable the staggering of the terms of President and Vice President.
These officers shall exercise the powers and duties of the Board of Directors
when the board is not in session and in an emergency. A person can serve as an officer for more than one term and can hold more than one office at a time, but the same individual cannot concurrently hold the offices of President and Secretary.
In Summary the following shall be the elections pattern for the officers of
the ORGANIZATION after the first election in 2025: The President, the
Secretary and the Treasurer shall be elected to two-year terms every odd
year (like 2027). The Vice President shall be elected to a two-year term
every even year (like 2026).
c. When a new President is elected, the prior President shall become the
Immediate Past President will automatically become an ex-officio voting member of the board of directors when there is a new President elected. He or she shall serve in such capacity until a subsequent Immediate Past President qualifies.
d. Members of the Board of Directors shall be elected at the annual meeting of
the ORGANIZATION. To enable staggering of the terms during which directors
serve, directors to be elected shall be divided into two classes: Class A and
Class B. During the first elections, occurring in 2025, one half of the directors, in Class A, shall be elected, each to serve for only one (1) year. During that same first election, one half of the directors, in Class B, shall be elected, each to serve for two (2) years. During the next election, occurring in 2026, one half of the directors shall be elected to serve in a “new” Class A, each to serve for two (2) years. During this second election, no directors will need to be elected to Class B as those in the prior election for that class were elected for two years. In subsequent election years, such an alternating pattern of electing directors to two-year terms in both Classes A and B shall continue with Class A directors elected in even years and Class B directors in odd years.
In Summary the following shall be the election pattern for directors of the
ORGANIZATION after the first election in 2025: Directors in Class A shall
be elected to two-year terms every even year (like 2026). Directors in Class
B shall be elected to two-year terms every odd year (like 2027).
e. Quorum for the Board of Directors will be with a majority of the members of
the board.
f. The Board of Directors will meet prior to the regular meetings of the
ORGANIZATION as outline in Article VIII C. Also, in case there is a need to meet
by electronic means then that method of meeting is acceptable as well. A
meeting schedule will be set at the beginning of the year by the President with
approval of the Board of Directors. The Board of Directors may also vote via
electronic means such as email as deemed necessary by the President.
g. Special meetings may be called by the President or by petitions of the Board
of Directors or of the membership. Written notice of any special meeting shall be given to each member of the ORGANIZATION at least ten (10) days before such special meeting. Such notice may be by U.S. Mail, email, or any other commonly accepted form of written communication. Such written notice shall be delivered to each member in good standing based on the contact information the ORGANIZATION has on file for the member. Such contact information may be the same that existed while he or she was a member of Captain Bill Robinson Vietnam Veterans of America Chapter 1078. It shall be each individual member’s responsibility to confirm that the ORGANIZATION has the latest contact information on file for the member.
h. If there are vacancies in elected positions in the Board of Directors or in
elected offices, other than that of President, due to death, resignation, refusal, or inability to serve, individuals filling such vacancies shall be appointed by the
President for the remaining terms of the particular directors or officers for which said vacancies have occurred and such appointments shall then be confirmed at a special meeting or at the next regular meeting of the ORGANIZATION. If the President is unable to make such appointments, the Board of Directors shall make such appointments for the remaining terms thereof of the particular directors or officers for which said vacancies have occurred and such appointments shall then be confirmed at a special meeting or at the next regular meeting of the ORGANIZATION.
i. Removal shall be without prejudice to any contract rights of the person so
removed but election of an officer or director shall not, of itself, create contract rights. Any officer or director may be removed from office, with or without cause, by a vote of two-thirds (2/3) of the Board of Directors present and voting at a duly called meeting. The vacancy shall be filled in accordance with the provisions of these Bylaws for vacancies. Unexcused absence of a director from four (4) meetings of the Board of Directors in a twelve (12) month period shall result in a mandatory review by the Board of Directors. A decision for removal of an officer or director by the Board of Directors shall be conveyed in writing to the officer or director.
Article VII: Duties of Officers of the ORGANIZATION
a. The officers of the ORGANIZATION shall be elected by the members at the
annual meeting of the members.
b. All such officers so elected shall hold office for a term of two years as
specified in the ORGANIZATION Bylaws. Each officer shall hold office until his or her successor is elected and has qualified. An officer may succeed himself or herself any number of times.
c. The President shall be the chief executive officer of the ORGANIZATION and
shall, subject to the direction of the ORGANIZATION Board of Directors,
supervise and control all of the business affairs and property of the
ORGANIZATION, and shall see that all orders and resolutions of the Board of
Directors are carried into effect. The President shall preside at all meetings of
the ORGANIZATION and of the Board of Directors, and shall appoint all chairs of special event programs. The President will appoint the Chaplain for the
ORGANIZATION.
d. In the absence of the ORGANIZATION President, or in the event of his or her
inability or refusal to act, the Vice President shall perform the duties of the
President, and when so acting, shall have all the powers of, and be subject to, all the restrictions upon the President. The Vice President also shall perform such other duties as the Board of Directors may from time to time prescribe. In the event of the death, removal, or resignation of the President, the Vice President shall assume the position of the President for the remainder of that President’s term. In such case, to keep the terms of President and Vice President staggered, another Vice President shall, at a special election of the ORGANIZATION, be elected for the remaining term of the term of the Vice President who assumed the position of President.
e. The Secretary shall record all the proceedings of the meetings of the
ORGANIZATION in a book kept for that purpose and shall perform like duties for Board of Directors meetings. He or she shall give or cause to be given, notice of all meetings for which notice is required by these Bylaws, and shall operate under the supervision of and perform such other duties as may be prescribed by the ORGANIZATION Board of Directors or the President. In the event of a conflict, the Secretary shall act pursuant to the instructions of the Board of Directors. The Secretary shall obtain and have custody of a corporate seal for the ORGANIZATION, if required by law. The Secretary shall have the authority to affix the corporate seal to any instrument requiring it, and when so affixed it may be attested by the signature of the Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the chapter and to attest the fixing by his or her signature.
f. The Treasurer shall have charge and custody of all funds and securities of
ORGANIZATION and all funds and securities in any way generated, collected, or
obtained in connection with ORGANIZATION activities; and the Treasurer shall
be responsible for such funds and securities and the receipt and disbursement thereof.
- The Treasurer shall keep full and accurate accounts of receipts and
disbursements in books belonging to the ORGANIZATION and shall deposit all moneys and other valuable effects in the name of, and to the credit of, the ORGANIZATION in such depositories as may be designated by the Board of Directors. - The Treasurer shall disburse the funds of the ORGANIZATION as may
be ordered by the ORGANIZATION Board of Directors, taking proper vouchers for such disbursements, and shall render to the president and the ORGANIZATION board at its annual meeting, or when Board of Directors, the President, (or the ORGANIZATION) so require, an accounting of all transactions as Treasurer, of the financial condition of the ORGANIZATION, in compliance with local, state, and federal regulations. - The Treasurer will be responsible to file all legal documents for the
State and the IRS such as Form 990. - The ORGANIZATION President and Treasurer shall be authorized to
sign checks and drafts. Second signature authority is required for all distribution over $500. Any officer so authorized shall obtain a fidelity bond or other surety for the faithful discharge of the above duties in such sum and with such surety as the ORGANIZATION Board of Directors may determine, the expense of which shall be a charge to the ORGANIZATION. A bond may be dispensed for any such officer upon his or her written request to the ORGANIZATION Board of Directors and its consent thereto.
Article VIII: General Membership
a. The general membership will meet per the schedule as set by the Board of
Directors. The general membership will confirm the activities of the Board of
Directors. The Board of Directors may bring specific issues to the general
membership for approval.
b. The general membership will elect the President, the Vice President, the
Secretary, the Treasurer, and the members of the Board of Directors at the
annual meeting.
c. Regular meetings of the ORGANIZATION may be held on the second (2)
Tuesday of every month at a time and location so designated by the Board of
Directors.
d. The annual meeting will be held within the first quarter of the fiscal year.
Elections for officers and Board of Directors will be elected at this annual
meeting. In 2025, the year of inception of the ORGANIZATION, the annual
meeting may be held at a later period in the year
e. A quorum for voting will consist of the majority of the ORGANIZATION
members present and in good standing or a minimum of fifteen (15)
ORGANIZATION members present.
f. Special meetings of the ORGANIZATION may be called by the President or by
petition of Board of Directors or members in good standing. Written notice of any special meeting shall be given to each member of the ORGANIZATION at least ten (10) days before such special meeting. Such notice may be by U.S. Mail, email, or any other commonly accepted form of written communication. Such written notice shall be delivered to each member in good standing based on the contact information the ORGANIZATION has on file for the member. Such contact information may be the same that existed while he or she was a member of Captain Bill Robinson Vietnam Veterans of America Chapter 1078. It shall be each individual member’s responsibility to confirm that the ORGANIZATION has the latest contact information on file for the member. The President may call a special meeting when deemed necessary when such meeting to be in the best interest of the ORGANIZATION.
g. Honorary members of the Captain Bill Robinson Vietnam Veterans of America Chapter 1078 are grandfathered into the ORGANIZATION.
Article IX: Committees
a. The President shall appoint a chairman of the nominating committee
consisting of no less than three and no more than five members. The chairman will select the other members. The committee will be formed at least 2 months prior to the annual election. If there is a special election, the committee may be formed as early as possible to find candidates.
b. The President may set up special committees as deemed appropriate. These committees will have specific requirements as outlined by the President or the Board of Directors. The President will name the chair, who then may or may not add members to the committee.
c. The chair of a committee is authorized a petty fund of up to $100 for the
purpose of handling miscellaneous expenditures in the execution of the
committee’s business.
d. The term of these committees will be determined at the establishment of the committee as well as the duties required.
e. The President is an ex-officio member of all committees except the election
committee.
Article X: Amendments to the Bylaws
The Bylaws may be amended at any general ORGANIZATION membership
meeting by a vote of two-thirds of the total vote cast by regular ORGANIZATION members present in good standing. Amendments to the Bylaws shall be submitted to the ORGANIZATION Board of Directors one meeting prior to the reading of such amendments and will not be voted on until the following ORGANIZATION meeting.
Article XI: Quorum for Voting/General Business
A quorum for voting would consist of the majority of ORGANIZATION members
present in good standing.
Article XII: Records of the ORGANIZATION
The ORGANIZATION shall keep minutes of all proceedings and a record of
accounts. An annual report shall be prepared at the close of the fiscal year which shall include a statement summarizing revenues and disbursements. The record will be kept for a minimum of seven (7) years.
Article XIII: Non-Profit Operation
The fiscal year shall be the normal calendar year of January 1 through
December 31. The ORGANIZATION will not have or issue shares of stock. No
dividends will be paid. No part of the income or assets of the ORGANIZATION
will be distributed to its directors or officers. No director or officer of the
ORGANIZATION may have any vested right, interest, or privilege in or to the
assets, property, functions, or activities of the ORGANIZATION.
Article XIV: Dissolution
In the event of the dissolution of the Vietnam Veterans of America Captain Bill
Robinson Chapter, no funds shall inure to the benefit individual members. After all bills are paid, all assets shall be disbursed on one or more of the exempt purposes under Section 501(c)(3) of the Internal Revenue Code of 1954, as from time to time amended with emphasis on a veteran support organization. This article is not amendable.
Article XV: Parliamentary Authority
Rules contained in the current edition of “Robert’s Rules of Order Newly
Revised” (Latest Edition) shall govern all proceedings of the Board of Directors,
the ORGANIZATION general meetings, and all committees in all cases to which
they are applicable and in which they are not inconsistent with these By-Laws
and any special rules of order the Board of Directors may adopt.
These Bylaws of the Vietnam Veterans of America Captain Bill Robinson
Chapter have been adopted as signified below.
Adopted __ ______________________________ Date
ORGANIZATION Secretary ____________________________
ORGANIZATION President________________________________________
VVA1078 