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 V). 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
Application for voting membership shall be open to any former or active United States Armed Forces service, female members. Membership is granted after showing proof of military service and payment of annual dues of $25. All membership shall be granted upon a majority vote of the Council of Officers.
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. Continued membership is contingent upon being up-to-date on membership dues. A member of the WVSA will be considered a “member in good standing” if they paid their annual dues to the WVSA. Repayment of Annual Dues are paid within 30 days of membership expiration.
Section 3. Rights of Members
Each member shall be eligible to appoint one voting representative to cast the member’s vote in association elections. No member of the WVSA shall have voting rights unless their annual dues are paid in full.
Section 4. Resignation and Termination
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. A member can have their membership terminated by a majority vote of the membership.
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 WVSA 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 or telephone, 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. Regular Meetings
Regular meetings of the members shall be held at least twice year, or at the call of the Council of Officers. 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.
Section 2. Annual Meetings
An annual meeting of the members shall take place in October. The Council of Officers will designate the specific date, time and location of the meeting. At the annual meeting, the members will elect members for the Council of Officers for the upcoming year. The members shall also receive reports on the activities of the association, and help determine the direction of the association for the coming year.
Section 3. Special Meetings
The Council of Officers may call special meetings. A petition signed by five percent (5%) 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 the majority of paid 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
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.
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 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 shall establish committees and appoint committee members required and may attend as a non-voting member of 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 Members 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 Members 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 commencement, preparing nominations for dissemination to the membership, monitoring the vote and publishing the results to the General Membership.
Section 4. Secretary
The Secretary shall exercise powers and perform duties assigned by the membership as described.
A. The Secretary shall send to all members, or as applicable to the Council of Officers, notice 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.
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 within five (5) working days from meetings.
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 Members 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 of 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 members 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 Members for recruitment of new membership into the WVSA.
Section 6. Elections and Succession
A. Requirements: No two members of the Council of Officer related by blood or marriage within the second degree of consanguinity or affinity, may serve on the Council at the same time.
B. Qualifications: Each member of the Council of Officers shall be a member of the organization whose membership dues are paid in full and shall hold office for up to a one (1) year term as submitted by the nominations committee.
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. Elections: Elections will commence on 15 October of each year and completed by 15 December of said year. The appointed Council Member will enter upon the performance of their duties as of the first (1st) of January of the year following the finality of the elections on 15 December of the previous month. 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 Members.
Section 7. Complaints and Removal of Officers
Complaints against any of the WVSA elected officers shall be brought to the attention of the remaining Council Members as well as the General Membership for resolution. Complaints against the Women Veterans of San Antonio shall be brought to the attention of the members of the Council for resolution.
A Council member may be removed by unanimous vote of the remaining Council members for non-involvement or disciplinary reasons.
Section 8. Vacancies
In case of a vacancy by death, resignation or removal in the office of any elected 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. 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 Section 5, Article IV.
ARTICLE VI. COMMITTEES
Section 1. Committee Formation
A. Any elected officer may recommend, for appointment by the 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.
Section 2. Finance Committee
A. The WVSA will operate on a CALENDAR Year basis from 1 January through 31 December of the year.
B. Annual dues (currently $25) shall be due according to anniversary date of each member’s acceptance into the organization, payable to the Women Veterans of San Antonio, or the Treasurer, by check, money order or cash.
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 $250 must be approved by a unanimous vote of the Council or a majority vote of the membership (see ARTICLE III). All financial decisions made by the Council shall be on the agenda and briefed at the next General Membership Meeting.
3. The President and Treasurer are authorized to pay approved bills.
ARTICLE VII. AMENDMENTS
This charter of the Women Veterans of San Antonio may be amended only by a majority vote of meeting attendees 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 XI. ADOPTION AND APPROVAL
These By-Laws were adopted by the Council of Officers on: 7 May 2016
Signed By: ______________________________________________
Robin D. Harder
Women Veterans of San Antonio
CHARTER AND BY-LAWS
Women Veterans Of San Antonio
Women Veterans of San Antonio
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