ARTICLE I: NAME OF ORGANIZATION
The name of the association shall be Women Veterans of San Antonio, as well as WVSA, which will be used interchangeably.
ARTICLE II: CORPORATE PURPOSE
Section 1. Nonprofit Purpose
A. The WVSA shall be a civilian, women’s organization consisting of military Veterans and Active Duty, and shall not be used for the dissemination of partisan principles, or for the promotion of candidacy of any person seeking office or preferment, nor for any other personal or commercial gain.
B. The WVSA shall be organized as a non-profit organization, exempt from Federal income taxes. The WVSA shall not perform nor support activities prohibited by Section 501 (c)(19) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.
C. The WVSA shall network, socialize, volunteer, and give back to the Veteran community while bringing public awareness to specific issues of women Veterans.
D. The WVSA shall not enter into any monetary expenditure, agreements, leases or other commitments or involvements of any kind or nature whatsoever, the direct or indirect effect of which shall be to legally obligate or constrain the WVSA without a unanimous vote of the Council of Officers (see Article VII: FINANCIALS). If a unanimous agreement is not achieved, the issue will be brought up to the General Membership at the next General Membership Meeting for resolution. The WVSA shall not engage in any activity contrary to or inconsistent with the stated objectives or policies of WVSA. The organization will neither propagate extremist activities nor advocate violence against others or the violent overthrow of the Government. The organization will support the Constitution of the United States, and the democratic principles upon which this country was founded.
Section 2. Specific Purpose
Women Veterans of San Antonio will bring together a membership of former and active female United States Armed Forces members to form a fellowship. WVSA will serve, honor, and empower women Veterans from all eras and branches of service. WVSA will network, socialize, volunteer, and give back to the Veteran community while bringing public awareness to the specific issues of women Veterans.
ARTICLE III: MEMBERSHIP
Section 1. Eligibility for Membership
A. Persons eligible for membership are females who are former United States Armed Forces service members, or those females still serving on Active Duty, in the Reserves, or the National Guard.
B. Membership, or herein known as “member” is contingent on: 1) meeting eligibility above; 2) initial/annual dues paid; 3) (Initial) application completion; 4) (Initial) proof of military service shown to the Council of Officers; 5) being granted upon a majority vote of the Council of Officers.
C. The Council of Officers may review individual members’ conduct and terminate membership for the good of the organization; (ARTICLE III: Membership, Section 4. Resignation and Termination).
D. Potential members are those who have not completed all of the criteria above. Upon criteria completion (Section 1, B above), membership will be approved and notification will be sent through email or in person by a Council Officer.
Section 2. Annual Dues
The amount required for annual dues shall be $25 each year, unless changed by a majority vote of the members at a monthly General Membership Meeting. Dues can be paid through the organization’s meetup.com site, through the PayPal or Venmo applications, in person to one of the Council of Officers, or at a General Membership Meeting.
Section 3. Rights of Members
A. Council of Officers Nominations and Elections. Members are given the right to nominate and vote for the Council of Officers during the annual election season. (see ARTICLE V. COUNCIL OF OFFICERS, Section 6. Elections).
B. Monetary Operations. Monetary expenditures will be voted on by the membership as outlined in ARTICLE VII. FINANCIALS, Section 1. Financial Operations.
C. Meetings. Members have specific rights during meetings as outlined in ARTICLE IV. MEETINGS OF MEMBERS.
D. Voting.
1. Members have the right to nominate and vote during the annual Council Officer election season according to ARTICLE V. COUNCIL OF OFFICERS, Section 6.
Elections and Succession.
2. Members have the right to vote on applicable financial expenditures according to ARTICLE VII. FINANCIAL, Section 1. Financial Operations.
E. Committees. Members have the right to join established committees as outlined in ARTICLE VI. COMMITTEES, Section 1. Committee Formation.
F. Whistleblower Process. Members have the right to bring forth conflicts and complaints to the Council of Officers without fear of punishment or discrimination. (see ARTICLE V. COUNCIL OF OFFICERS, Section 9. Managing Conflicts.)
Section 4. Resignation and Termination
A. Resignation. Any member may resign by filing a written or electronic resignation with the Secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued.
B. Termination.
1. Annual Review. Individual membership will be reviewed by the Council of Officers upon annual renewal of each member’s dues. The Council of Officers has
the authority to approve or deny membership renewal based on a member’s participation in the organization, history of behavior, and what is in the best
interest of the WVSA organization.
2. Immediate Termination. Immediate termination of membership will be determined on a case by case basis by the Council of Officers. Cause for immediate
termination can include: aggressive and/or bullying tactics towards fellow WVSA members, harassment or unfounded allegations of fellow WVSA members, and
attacks of the organization on any social media sites. If an immediate termination occurs, the Council of Officers will make a record of it
3. Membership Notification. If a member is terminated, the Council of Officers will notify the membership at the next General Membership Meeting.
Section 5. Non-voting Membership
The Council of Officers shall have the authority to establish and define non-voting categories of membership.
ARTICLE IV. MEETINGS OF MEMBERS
A. The Council of Officers will meet at least quarterly, or at the call of the President to discuss the business affairs and management of the WVSA. The Council of Officers may conduct its business in person, or electronically via email, telephone, or video/Facebook chat, but must be documented and saved.
B. The General Membership will meet at least biannually (twice a year), or at the call of the Council of Officers, and must also be documented and saved.
Section1. General Membership Meeting
A General Membership Meeting shall be held at least twice year. Meetings will be held at a time and place designated by the Council of Officers. The Council of Officers shall have the authority to mandate the meetings to quarterly, or monthly if deemed necessary. Meetings will include financial reports, a review of past and upcoming events, voting on applicable items, and will address questions and conflicts as needed.
Section 2. Annual Meetings
An annual meeting of the members shall take place in January. This meeting will take place in order to vote on the annual budget, address all annual events that WVSA takes part in, and to vote on applicable items for members to help determine the direction of the organization for the rest of the year. The Council of Officers will designate the specific date, time and location of the meeting.
Section 3. Special Meetings
The Council of Officers may call special meetings. A petition signed by ten percent (10%) of the voting members may also call a special meeting.
Section 4. Notice of Meetings
Notice of each meeting shall be printed, emailed, or posted via Facebook and Meetup, not less than one month prior to the meeting.
Section 5. Quorum
A Quorum for a General Membership meeting shall consist of 10% of the members at any meeting.
Section 6. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
ARTICLE V. COUNCIL OF OFFICERS
Section 1. General Powers
A. The Council of Officers shall manage the affairs of the organization, and will herein be known as “Council.” The Council shall have control of and be responsible for the management of the affairs and property of the organization. If, at any time, it is deemed necessary to elect a Board of Directors, the management of the affairs and property of the organization then becomes their responsibility.
B. The numbers of Council of Officers shall be fixed by the Council to a minimum of three (3), to include the following: the President, the Vice President, and the Secretary. The Council may also be comprised of four (4) Officers, to include the Treasurer.
Section 2. President
The President of WVSA shall exercise the powers and perform the duties assigned by the membership as described below.
A. The President shall serve as the chief executive officer and principal spokesperson of the WVSA in all matters, particularly in the articulation of the WVSA policies and objectives.
B. The President shall publish an agenda (formal or informal) for and preside over all Council and General Membership Meetings to serve the interest of the WVSA.
C. The President will ensure that the will of the membership as a whole, within the mandates of the WVSA guidelines, is reflected in the management and operation of the WVSA.
D. The President, with the help of the Vice President, shall establish committees and appoint committee chairs as required, and may attend as a non-voting member of any of the appointed committees.
E. The President shall assist the Treasurer in directing the financial affairs of the WVSA and in resolving all bills and accounts payable owed by the WVSA.
F. The President shall share responsibility with the other Council Officers for recruitment of new membership into the WVSA.
Section 3. Vice-President
The Vice President shall exercise powers and perform the duties assigned by the membership as described.
A. The Vice President shall assist the President in her duties and perform the President’s duties as required in her absence.
B. The Vice President shall share responsibility with the other Council Officers for recruitment of new membership into the WVSA.
C. The Vice-President shall assist the Treasurer in directing the financial affairs of the WVSA and in resolving all bills and accounts payable owed by the WVSA.
D. The Vice President, with the assistance of the Secretary, shall be responsible for conducting annual elections by soliciting nominations for each of the four offices prior to the 15 October election season commencement, preparing nominations for dissemination to the membership, monitoring the vote and publishing the results to the General Membership. The Vice President may seek assistance with the election process from other organizational members, but someone not currently serving on the Council of Officers.
E. The Vice President shall assist the President in establishing committees and appointing committee chairs as required, and may attend as a non-voting member of any of the appointed committees.
Section 4. Secretary
The Secretary shall exercise powers and perform duties assigned by the membership as described.
A. The Secretary shall send notification to all members, or as applicable to the Council Officers, of all meetings and determine the presence of a quorum prior to the General Membership Meetings before undertaking any other action(s). The Secretary will announce the date, time and place of the General Membership Meeting to all members at least 30 days prior to the meeting date. This shall be posted on social media, via email, or on the organization’s meetup page: www.meetup.com/Women-Veterans-of-San-Antonio/
B. The Secretary shall ensure an accurate and substantive record of all Council Meetings and General Membership Meetings is produced. The Secretary shall also ensure timely publication and dissemination of Council Meeting and General Membership Meeting minutes to the Council Officers within ten (10) working days from meetings. The Meeting Minutes will be uploaded to the organization’s group.io page for membership access within thirty (30) working days from the meeting.
C. The Secretary shall maintain a file for Council and General Membership Minutes and make available copies of Council meeting minutes to any member who requests them in writing.
D. The Secretary shall assist the Treasurer in directing the financial affairs of the WVSA and in resolving all bills and accounts payable owed by the WVSA.
E. The Secretary will assist the Vice President during annual elections to include preparing nominations for dissemination to the membership, monitoring the vote and publishing the results to the General Membership.
F. The Secretary shall share responsibility with the other Council Officers for recruitment of new membership into the WVSA.
Section 5. Treasurer
The Treasurer shall exercise powers and perform duties assigned by the membership as described.
A. The Treasurer, with the assistance of the Vice-President, is responsible for the collection of annual dues.
B. The Treasurer shall receive, deposit, and account for all monies paid into or out of the WVSA Fund. She shall establish and operate a system of accounts for the WVSA and shall render reports monthly to the Council Officers. She will include checking and savings accounts in all reports. She will provide a detailed financial statement (spread sheet or other format) to other Council Officers and to the General Membership at every meeting and published in the meeting minutes.
C. The Treasurer shall direct the financial affairs of the WVSA and resolve all bills and accounts payable owed by the WVSA according to the following:
1.All reimbursement requests shall be accompanied by receipts and/or Statement of Account
2.All Bills/Requests for Payment shall be documented by the date of service and description of services
D. The Treasurer shall share responsibility with the other Council Officers for recruitment of new membership into the WVSA.
Section 6. Elections and Succession
A. Requirements: No two officers of the Council shall be related by blood or marriage within the second degree of consanguinity or affinity, may serve on the Council at the same time.
B. Qualifications: WVSA members are qualified to be elected into a Council Member position after having been a member for a minimum of one (1) year.
C. Tenure: The Council of Officers will be elected to a one (1) year term by a majority vote of members in good standing, and serve from 1 January through 31 December.
D. Nominations and Elections: Council Officers are duly elected annually by members of the Women Veterans of San Antonio. The election period will commence on 15 October of each year with nominations being accepted 15 October – 15 November. Elections will take place 16 November – 15 December. Members may elect from the final nominees for the position of the Council of Officers. Members whom are unable to attend a membership meeting during nominations or elections must be provided an opportunity to participate online. Newly elected Council Officers, by voted majority, will be announced within one week of elections. The newly appointed Council Officers will enter upon the performance of their duties on 1 January of the year following the finality of the elections. They shall continue in office until their successors are duly elected and qualified.
E. Should the President fail to complete her office, the Vice President shall assume her duties. Should the Vice President position be vacant for any reason, the Secretary shall fill in. Should the Secretary position be vacant, the Treasurer will assume her duties. Should the Treasurer position be vacant, the President will fill in. these substitutions will remain until a General Membership Meeting can take place in order to elect new Council Officers.
Section 7. Complaints and Removal of Officers
A. Complaints against any individual of the WVSA elected officers shall be brought to the attention of the remaining Council through a request to speak to them in person. Concerns may also need to be addressed to the General Membership for resolution. Complaints against the Women Veterans of San Antonio organization itself shall be brought to the attention of the members of the Council for resolution.
B. A Council Officer may be removed by unanimous vote of the remaining Council Officers for non-involvement or disciplinary reasons.
Section 8. Vacancies
A. In case of vacancy by death, resignation or removal in the office of any elected Council Officer, such vacancy will be filled by election for the unexpired term at a special meeting of the Council called for that purpose; or at the next stated General Membership meeting thereof.
B. All members of the Council must be approved by a majority vote of the members present and voting. No vote on new members of the Council of Officers shall be held unless a quorum of the General Membership is present as provided in ARTICLE IV. MEETINGS OF MEMBERS, Section 5. Quorum.
Section 9. Managing Conflicts
The Council of Officers will address conflicts amongst members and make decisions on a case by case basis. Conflicts should be brought to the Council of Officers who will hold a special meeting to discuss the conflict and the members involved. A decision will be determined, recorded, and kept on file. Decisions will be based on the best interests of the Women Veterans of San Antonio.
ARTICLE VI. COMMITTEES
Section 1. Committee Formation
A. Any elected officer may recommend, for appointment by the Vice President, committee chairpersons as may be needed to further the mission of the WVSA.
B. Creation and dissolving of any committee should be made a matter of record in the minutes of the first General Membership Meeting thereafter.
C. Members may join a committee upon approval by the Vice President.
ARTICLE VII. FINANCIALS
Section 1. Financial Operations
A. The WVSA will operate on a CALENDAR Year basis from 1 January through 31 December of the year.
B. Annual dues shall be due according to anniversary date of each member’s acceptance into the organization; payable to the Women Veterans of San Antonio.
C. Donations are accepted and reported as in any non-profit organization.
D. Expenditure of funds.
1. Expenditures of $100 or less will be approved and paid for by the President and Treasurer.
2. All monetary expenditures exceeding $100, but less than $500, must be approved by a unanimous vote of the Council of Officers. In lieu of a majority vote of
the Council of Officers, those expenditures must be brought for a vote at a General Membership Meeting. All financial decisions made by the Council shall be
briefed at the next General Membership Meeting.
3. All monetary expenditures exceeding $500 will be voted on at a General membership Meeting, unless the Council of Officers determines that there is an
immediate need. In that case, the expenditure will be briefed at the next General Membership Meeting.
4. The President and Treasurer are authorized to pay approved bills.
ARTICLE VIII. AMENDMENTS
This charter of the Women Veterans of San Antonio may be amended only by a majority vote of paid members at a scheduled General Membership Meeting.
A. Any member proposing an amendment shall file copies of the proposed amendment with the President and the Secretary at least 15 days before the date of the next scheduled General Membership meeting.
B. The member proposing an amendment may be required to personally present and or lead discussion on the proposal at the General Membership Meeting.
ARTICLE VIII. DISSOLUTION
In the event that Women Veterans of San Antonio shall cease to exist for any reason, all assets remaining after all obligation have been satisfied will be transferred according to Section 501 (c)(19) of the Internal Revenue Code.
ARTICLE IX. ADOPTION AND APPROVAL
These By-Laws were adopted by the WVSA Membership and Council of Officers on: ______26 October 2019______
Signed By: ______________________________________________
Robin D. Harder
President, Founder
Women Veterans of San Antonio
All paid members are given access to the GROUPS.IO page where our meeting minutes, financial documents, and files are stored. If you are a paid member, and have not received an email verifying your addition to the groups.io page, make sure that you email us at WomenVetsOfSA@gmail.com to be added. Those who have not paid their dues, or are in their Trial Period, will not be given access to the page/files until they pay their dues.
All paid members who have received access to the GROUPS.IO page, but don't know how to navigate the site to find the files:
WomenVetsOfSA@gmail.com
Copyright Women Veterans Of San Antonio. All rights reserved.