Proposed Changes to the voted June 2008 By Laws May 18 2011
NATIONAL ASSOCIATION OF STATE WOMEN VETERANS COORDINATORS, INC. Proposed Changes to the voted June 2008 By-Laws, NASWVC Business Meeting May 18, 2011
ARTICLE I - NAME
The name of this organization shall be the National Association of State Women Veterans Coordinators, Inc. (Hereinafter referred to as NASWVC), a nonprofit incorporated in the State of Louisiana in accordance with established By-Laws approved May 31, 2006.
ARTICLE II- PURPOSE
The purpose of this organization is to exchange ideas and information, to facilitate reciprocal services for women veterans and to secure uniformity, equality, and effectiveness in providing these services to women veterans. Furthermore, our purpose is to identify issues of concern to the women veterans' community and develop recommendations to address the concerns through legislative, programmatic, and outreach activities.
ARTICLE III - OFFICES
The headquarters of the National Association shall follow the residence of the President of such Association. The address of the National Association shall be the same address of the national President or as otherwise prescribed by the Association membership.
The Corporation shall have and continuously maintain in the State of Louisiana a registered office and a registered agent whose office is identical with such a registered office as required by the State of Louisiana Non-Profit Corporation Act. The Board of Directors may change the registered office from time to time.
ARTICLE IV - MEMBERSHIP
Membership in the NASWVC will be in compliance with Internal Revenue Service code, section 501 (c) (19).
Membership is open to current and past State Women Veterans Coordinators and current and past State
Women Veterans Chief Executive Officers (Lc., Secretary, Commissioner,
Director) Commissioners and current Women Veterans Coordinators appointed by the state elected leader of federally chartered national Veterans Service Organizations.Persons or groups that share a common interest in women veterans and do not meet the criteria cited above may be designated Associates.
ARTICLE V - BOARD OF DIRECTORS
1. The Board of Directors shall be composed of the following: The President, who shall be the presiding officer, 1st Vice President. 2nd Vice President, Secretary, Treasurer (Elected), Conference Chair (appointed by the President), and the Senior Advisor (Immediate Past President of the NASWVC).
2. Except as otherwise provided by law, or in these By-Laws, control and management of the affairs and funds of the Corporation shall be vested in the Board of Directors.
3. Rules of the Board of Directors.
A. Meetings. The Board of Directors shall meet once a year (physically or by teleconference). The Board of Directors may substitute teleconferencing or video conferencing or any other method for any additional meetings as needed.
B. Quorum. A quorum of the Board of Directors shall consist of at least three members present.
C. Open meetings. All regular and special meetings shall be open to all members.
4. VotingA. Each member on the Board of Directors shall have one vote.
B. No vote may be cast by proxy, or absentee vote, except by the President.
C. The President may cast an official vote in case of a tie vote.
ARTICLE VI - OFFICERS
1. Individuals elected to the position of President, 1st Vice President, 2nd Vice President, Treasurer and Secretary shall be a State Woman Veterans Coordinator, or Commissioner, or Past Women Veterans Coordinator or Commissioner with NASWVC membership in good standing. All Officers shall present, to the Board of Directors, through the Secretary, proof of membership eligibility prior to being elected or appointed.
A. Nomination of officers will be open at the beginning of the annual meeting every other year. The President will appoint a nominating committee consisting of three (3) members thirty (30) days prior to the annual meeting.
B. The offices of President, 1st Vice President, 2nd Vice President, Secretary and Treasurer will be for a term of two (2) years and may succeed themselves if re-elected.
C. Officers shall be elected at the annual meeting and shall assume office
one month August lst of the current year after being elected to allow the outgoing officers to clear up any pending business.
2. President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The President shall preside at all meetings of the members of the Board of Directors, and shall for all purposes be deemed the chairperson thereof. The President may sign, with the Secretary or any other proper officer of the Corporation authorized by the Board of Directors, any Deeds, Mortgages, Bonds, Contracts, or other instruments which the Board of Directors has authorized to be executed, except in the case of signing and execution thereof shall be expressly delegated by the Board of Directors, or by these By-Laws, or by Statute, to some other officer agent of the Corporation: and in general shall perform all duties incidental to the office of the President, and such other duties as may be prescribed by the Board of Directors from time to time. The President may appoint NASWVC Regional Directors to assist the President as needed.
3. Vice-President. In the absence of the President, or in the event of the President's inability or refusal to act, the Vice-President (or in the event there is more than one Vice-President, the Vice President in the order of their seniority) shall perform the duties of the President, and when so acting shall have all the powers of, and be subjected to all the restrictions upon the President or by the Board of Directors.
5. Secretary. The Secretary shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; and publish and distribute, to all members, meeting minutes within thirty (30) days of the meeting; see that all notices are duly given in accordance with the provisions of these By-Laws, or as required by law; be custodian of the Corporate records; and in general perform all duties incidental to the Office of Secretary and such other duties as from time to time may be assigned to the Secretary, by the President or by the Board of Directors.
The Affairs of the Corporation shall be managed by a majority vote of a quorum of the Board of Directors during any regular or special Board of Directors meetings as provided for in these By- Laws.
ARTICLE VII- COMMITTEES
1. The President may establish, with the consent and approval of the Board of Directors, such standing, select or sub-committees as is deemed necessary or desirable for the operation of the Corporation.
2. Meetings and Rules. The committees shall meet at such times and places as the chair of committee shall designate or upon the request of the President or the Board of Directors.
ARTICLE VIII- FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of August and end on the last clay of July in each year.
ARTICLE IX - WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the State of Louisiana NotFor-Profit Corporate Laws, or under the provisions of the Certificate of Incorporation or these By-Laws, a waiver therefore in writing, signed by the President and Vice Presidents, whether before or after the time stated herein, shall be deemed the equivalent of giving said notice of waiver.
ARTICLE X - MEETINGS
All meetings of the NASWVC, whether annual business meetings or special meetings shall be governed by Robert's Rules of Order, subject to the provisions of the NASWVC Constitution and By-Laws. The annual meeting of the NASWVC shall occur at a time and place to be determined by the Board of Directors. Attendance at the annual meeting shall be restricted to members in good standing, officials of the federal and state governments, properly credentialed members of the news media, and guests approved by the President or Board of Directors.
ARTICLE XI- GENERAL PROVISIONS
These By-Laws may be amended at any meeting annual meeting.
B. Said By-Laws shall be passed upon a vote of two-thirds majority at said specific meetings.
B. Said By-Laws shall be passed upon a vote of two-thirds majority at said specific meetings.
A. Past Presidents have one vote and must be present to vote; and each member of the Board of Directors has one vote; and past and present State Women Veterans Coordinators have one vote; and past and present State Veterans Chief Executive Officers have one vote and must be present to vote; and each federally chartered national Veterans Service Organization has one vote and must be present to vote; however, any given person has only one vote.
Designated State Women Veterans Coordinators, Past State Women Veterans Coordinators, State Women Veterans Commissioners and Past State Women Veterans Commissioners have one vote and must be present to vote. Each State Women Veterans have one vote and must be present to vote. Each State Women Veterans Corrdinator has one vote, if the
State Women Veterans Coordinators
is absent from unable to attend the meeting, they can may designate an individual member from their state to attend the meeting and vote. , in attendance of the meeting to vote State Women Veterans Coordinators and members of the Board of Directors may cast vote by proxy assigned to a designated representative. This written proxy must be submitted in writing to the Secretary prior to the vote.
B. Only members identified in 2.A. above are eligible to vote. Associates are not eligible to vote.
A. Members dues are $25.00 per year and may be waived.
B. Associate dues are $10.00 per year and not pro-rated
C. The amount of dues may change or be set at the annual meeting for the next fiscal
The National Association of State Women Veterans Coordinators, Inc., in General Assembly at Washington, DC has approved these By-Laws on the 23rd day of June 2008.
The National Association of State Women Veterans Coordinators, Inc., in General Assembly at Madison, WI has approved these By-Laws on the 18th day of May 2011.