VETERANS OF THE VIETNAM WAR, INC.
A PENNSYLVANIA NON-PROFIT CORPORATION
Approved by a Majority Vote of
the National Board of Directors
on the 21st day of March, 1998
/ Membership / Classes of Members / Rights and Obligations of
Members' Dues / Expulsion of Members / Elected National Officers / Appointed National Officers
Board of Directors / Indemnification of
Directors and Officers / National
Committees / Uniformity of Bylaws / Rules of Order / Amendments of the Bylaws
Affiliate Amendment / Approval and Signature Page
* A copy of the National Bylaws (official
copy) can be viewed at: Veterans of the Vietnam War, Inc., National Headquarters, 760
Jumper Road, Wilkes-Barre, PA 18702-8033 , during normal business hours of 9:00 AM until
5:00 PM, eastern standard time, Monday through Friday.
SECTION 1 PURPOSES
By our association, we dedicate ourselves to the free exchange of
thought through the sharing of our abilities so that the experience and talent of
individuals will combine to be the greater potential to all. From this brotherhood we will
derive the courage and the strength that we will direct to the betterment of the life of
the individual. To these ends, we will respect and adhere to the precepts in these, our
Bylaws; and strive to become, and remain always, an honorable and unified fraternity. This
organization is formed for the purpose of improving the social, charitable, and
educational programs and benefits for all veterans of the United States of America, and
This organization denounces disloyalty to the United States Government.
This organization stands for justice and equality for all people.
This organization will uphold the law as stated in its Articles of
Incorporation, and whatever powers are or may be granted by the Non-profit Corporation Law
effective October 1, 1989 of the Commonwealth of Pennsylvania as standing or as amended
through successor legislation.
The objective of this Corporation is to assist all veterans. This
applies to veterans of both the United States of America and its Allied Forces and their
dependents and includes, but is not limited to, Vietnam Veterans and their dependents, and
the widows and orphans of deceased veterans.
SECTION 2 MEMBERSHIP
Only those persons possessing membership rights in accordance with the
provisions of these Bylaws may become members of this corporation.
- Membership will not be denied on the basis of race, creed, age, sex, or past or present
incarceration in any type of correctional institution.
- Membership can be denied to any person who received a dishonorable discharge from any of
the Armed Forces of the United States of America.
SECTION 3 CLASSES
- This corporation will have two (2) classes of membership:
- Veteran membership requires that the applicant served in the Armed forces of the United
States of America as defined by federal law and/or existing rules and regulations
promulgated by any governmental agency.
- Non-Veteran Membership requires that the applicant support the goals of the corporation,
as well as the Constitution of the United States of America.
- If a person wishes to join the Veterans of the Vietnam War, Inc., but wants to remain
unaffiliated with a Post, they may apply for National-at-Large, Veteran or Non-Veteran
- Application Process:
- Local post commanders must verify the applicants status when accepting the
membership application. As part of the application for Veteran membership, the discharge
form known as DD-214, Certificate of Service, must be submitted to the person taking the
application. The application must then be forwarded to the National Headquarters of this
corporation, along with both the initial dues and the DD-214 for entrance into the
corporate records. All applications not accompanied by DD-214 will automatically receive
non-veteran membership status.
- At-Large members must fulfill the same qualifications and submit same to the National
Headquarters of this corporation for approval. All applicants will either be accepted or
rejected at the sole discretion of the National Commander and/or his authorized
representative or representatives.
RIGHTS AND OBLIGATIONS OF MEMBERS
Only a veteran member who has paid his or her annual dues in a timely
manner and has not been convicted as per the disciplinary code of violating any provisions
of the Bylaws of the Corporation can hold any elected office on the National, State or
Local post levels.
- The annual dues payable to the corporation by its members may be subject to change, in
amounts determined from time to time by resolution of the National Board of Directors. No
dues payment is required for incarcerated members.
- Lifetime Membership: Dues for a lifetime membership will be set by the National Board of
Directors with twenty-five percent (25%) of the dues remaining with the post of the
members affiliation and the remaining seventy-five percent (75%) proceeding to the
National Corporation. In the event the member maintains a National-At-Large membership,
the entire sum will be forwarded to the National Corporation.
- National Headquarters will forward ten percent (10%) of the annual dues to each State
maintaining a State Organization for each Post Member, payable each January and computed
based on the State paid-up membership, as of December 31st of the preceding
EXPULSION OF MEMBERS
No member shall be expelled without notice, trial and conviction as is
provided for in the respective Handbooks for operation of this organization (i.e.
Commanders Handbook, State Commanders Handbook).
SECTION 7 ELECTED NATIONAL
- The National Commander, National Vice Commander, National Treasurer and National Master
Sergeant-at-Arms shall be elected by the membership during a National Convention. These
elected officers will also be members of the Board of Directors with full voting rights
thereon, and will serve a term of four (4) years.
- These elected officers may either be suspended or removed from office for cause by a
majority vote of the full Board of Directors whenever the Board, in its judgment, deems
that the action will best serve the interests of the Corporation. In the event of death,
disability, resignation or a refusal to serve on the part of an officer, the Board will
declare a vacancy in the position and will, by a majority vote of those eligible voting
directors, elect a replacement officer for the remainder of said term.
- The National Commander is the Chief Executive Officer of this Corporation and will,
subject to the control of the Board of Directors, supervise and control the affairs of
this Corporation. The National Commander will perform all duties incident to the office
and any other duties that may be required by these Bylaws or prescribed by the Board of
- The National Vice Commander will perform all duties and exercise all powers of the
National Commander when the National Commander is absent or otherwise unable to act. The
Vice Commander will perform any other duties that may be prescribed by the Board of
Directors or the National Commander.
- The National Treasurer will have charge and custody of all funds of this Corporation and
will deposit the funds as required by the Board of Directors, keep and maintain adequate
and correct accounts of the corporations properties and business transactions,
render reports and accountings to the Board of Directors and to the members as required by
the Board of Directors, by members or by law. The Corporation shall obtain a bond for the
Treasurer for the faithful discharge of his or her duties in such sum and with such surety
or sureties as the Board of Directors shall determine. The National Treasurer will perform
all duties incident to the office and any other duties as may be required by law, by the
Articles of Incorporation, or by these Bylaws, or which may be assigned by the Board of
- The National Master Sergeant-at-Arms will have the following duties: maintaining order
at all times during meetings; ensuring that only members, prospective members and their
guests are allowed entrance to and are allowed to remain during meetings; and ensuring
that the appropriate rules of order are steadfastly enforced. The National Master
Sergeant-at-Arms will also perform such duties as may be assigned by the Board of
Directors or the National Commander from time to time.
- National elected officers may not hold an elected position on the local post level
unless a waiver has been granted by the Board of Directors.
APPOINTED NATIONAL OFFICERS
- The following National Officers of this corporation will be appointed by the National
Commander and confirmed to that position for a six-month probationary period by a majority
vote of the National Board of Directors. Once appointed and confirmed, the officers will
remain in office for four (4) years, or until they are replaced by a majority vote of the
full Board of Directors or are otherwise removed due to death, disability, resignation or
refusal to serve.
The positions pertaining to appointed officers are:
National Executive Director
National Service Officer(s)
- The National Secretary will keep minutes of all meetings of the members and of the Board
of Directors, be the custodian of the corporate records, give all notices as are required
by law or by these Bylaws, and, generally, perform all duties incident to the office of
Secretary and any other duties as may be required by law, by the Articles of Incorporation
or by these Bylaws or which may be assigned by the Board of Directors.
- These appointed National Officers will be responsible to the National Commander and
through the National Commander to the National Board of Directors and will perform their
duties as the National Commander or the National Board of Directors may direct from time
- The following Program Directors will be appointed by the National Commander and
confirmed by the National Board of Directors:
Program Director, Agent Orange
Program Director, Education
Program Director, Homeless
Program Director, Incarcerated Veterans
Program Director, Legislative Affairs
Program Director, POW/MIAs
The National Commander may, from time to time, appoint additional
SECTION 9 BOARD OF
Except as otherwise provided for by law or in these Bylaws, the control
and management of the corporation and its funds will be vested in the Board of Directors.
- There will be nine (9) members of the Board of Directors consisting of the following:
National Vice Commander
National Master Sergeant-at-Arms
National Executive Director
Four (4) regular members
All of the above, except the National Executive Director, are selected
by the voting delegates at the National Convention and are elected by the greatest number
of votes from among the nominees. In the case of the election of the regular members of
the Board of Directors, election will be decided by the highest amount of votes for those
- Terms of office will be:
- National Officers, elected at a National Convention, will serve a term of office of four
(4) years. They will be installed during the National Board meeting following their
- The four (4) regular members of the Board, elected at a National Convention, will have a
term of four (4) years. They will be installed during the National Board meeting following
- The National Executive Director is appointed by the National Commander for a term of
four (4) years by the Board of Directors.
- A member of the Board of Directors may either be suspended or removed from office for
cause by a two-thirds (2/3) vote of the full Board of Directors. In the event of death,
disability, resignation or refusal to serve on the part of a Board Member, the Board will
declare a vacancy in the position and will, by a majority vote of those eligible voting
directors, elect a replacement Board member for the remainder of the said term.
- A majority of the Board of Directors will constitute a quorum. Except as otherwise
provided herein, an affirmative vote of the majority of the Board members present at any
meeting will constitute an act of the Board of Directors.
- The Board of Directors will meet on a regular basis at least six (6) times per year,
said meeting will be held on the third Saturday of every other month beginning in January
of each year. The Board of Directors will also meet at times on the call of the National
Commander or at the request of the majority of its members.
Meetings of the Board will be held at the place designated by the
National Commander, unless the Board of Directors at a previous meeting authorize another
place, or unless a majority of the Board members, will, in writing, request another place
for such meeting.
Notice of special meetings of the Board of Directors, specifying the
subject to be considered, will be given in writing by First Class Mail at least seven (7)
days prior to the date of such meeting.
Waiver of Notice: Attendance of a Director at any meeting of the
National Corporation will constitute a waiver of notice of that meeting.
10 INDEMNIFICATION OF DIRECTORS AND OFFICERS
- This Corporation shall indemnify any of its directors or officers whether appointed or
elected and may indemnify any of its employees or agents, by reason of the fact that he or
she either is or was serving as director, officer, employee or agent of this Corporation,
or is or was serving at the request of this Corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other enterprise,
for the purpose of furthering the business of this Corporation.
Such individual who is or was a party to, is threatened to be made
party to, or whom is called as a witness to shall be indemnified against expenses,
including attorney fees, judgments, fines and amounts paid in settlement, which were
actually and reasonably incurred by him or her in connection with such action, suit, or
proceedings; irrespective of its civil, criminal, administrative or investigative nature,
as well as whether threatened, pending or completed.
Indemnification will be forfeited however, if the partys act or
failure to act, which prompted the claim for indemnification, is determined by the court
to have constituted willful misconduct or recklessness.
- The indemnification and advancement of expenses provided by, or granted pursuant to this
Section shall not be deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under any Bylaw, agreement,
contract, vote of regular members, or disinterested directors or pursuant to the direction
of any court of competent jurisdiction while holding such office.
It is the policy of this Corporation that the indemnification of and
the advancement of expenses to directors and officers of this Corporation shall be deemed
to have been amended for the benefit of directors and officers of this Corporation,
effective immediately upon any modification of either the Business Corporation Law or the
Directors Liability Act of the Commonwealth of Pennsylvania; which enlarge the power
of obligation of corporations organized under the Business Corporation Law or
Directors Liability Act to indemnify, or advance expenses to, directors or officers
of this Corporation.
- This Corporation shall pay expenses incurred by an officer or director and may pay
expenses incurred by any other employee or agent, in defending a civil or criminal action,
suit or proceeding in advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such person to repay such amount if it
shall ultimately be determined that he or she is not entitled to be indemnified by this
- The indemnification and advancement of expenses provided by, or granted pursuant to,
this Section shall, unless provided when authorized or ratified, continue as to a person
who has ceased to be a director, officer, employee or agent, and shall endure to the
benefit of the heirs, executors, and administration of such person.
- This Corporation shall have the authority to create a fund of any nature, which may, but
need not be, under the control of a trustee, or to otherwise secure or insure in any
manner its indemnification obligations, whether arising under these Bylaws or otherwise.
This authority shall include, without limitation, the authority to:
- deposit funds in trust or escrow;
- establish any form of self insurance;
- secure its indemnity obligation by grant of a security interest, mortgage or other lien
on the assets of this Corporation; or
- establish a letter of credit, guaranty or surety arrangement for the indemnification or
advancement of expenses contemplated by this section.
The provisions of this Section shall not be deemed to preclude the
indemnification of, nor advancement of, expenses to any person who is not specified in
Section A of this Section, but whom this Corporation has the power or the obligation to
indemnify, or to advance expenses for, under the provisions of the Business Corporation
Law, the Directors Liability Act of the Commonwealth of Pennsylvania or otherwise.
The authority granted by this Section shall be exercised by the Board of Directors of this
- As soon as practicable after receipt, by person, of notice of the commencement of any
action, suit or proceeding specified in Section A, such person shall, if a claim with
respect thereto may be made against this Corporation under Section 14 of these Bylaws,
notify the Corporation in writing of the commencement or threat thereof. Omission of this
notification shall not relieve this Corporation from any liability under Section 14 of
these Bylaws, however, unless this Corporation shall have been prejudiced thereby or from
any other liability which it may have to such person other than under Section 14 of these
With respect to any such action as to which such person notifies this
Corporation of the commencement or threat thereof, this Corporation may participate
therein at its own expense. Except as otherwise provided below, this Corporation shall to
the extent it desires, join with any other indemnifying party similarly notified and
assume defense thereof; with counsel selected by this Corporation.
After notice from this Corporation to such person of its selection to
assume defense thereof, this Corporation shall not be liable to such person under Section
14 of these Bylaws for any legal or other expenses subsequently incurred by such person in
connection with the defense thereof, other than provided for in this Section. Such person
shall have the right to employ his or her own counsel in such action, but the fees and
expenses of such counsel incurred after notice from this Corporation of its assumption of
the defense thereof shall be at the expense of such person unless:
- the employment of counsel by such person shall have been authorized by this Corporation;
- such person shall have reasonably concluded that there may be a conflict of interest
between this Corporation and such person in the conduct of defense of such proceeding; or
- this Corporation shall not in fact have employed counsel to assume the defense of such
The Corporation shall not be entitled to assume the defense of any
proceeding brought by or on behalf of this Corporation or as to which such person shall
have reasonably concluded that there may be a conflict of interest.
If indemnification under Section 14 of the Bylaws or advancement of
expenses are not paid or made by this Corporation, or on its behalf, within ninety (90)
days after a written claim for indemnification or a request for an advancement of expenses
has been received by the Corporation, such person may, at any time thereafter, bring suit
against this Corporation to recover the unpaid amount of the claim or advancement of
The right to indemnification and advancements of expenses provided
hereunder shall be enforceable by such person in any court of competent jurisdiction. The
burden of proving that indemnification is not appropriate shall be on this Corporation.
Expenses reasonably incurred by such person in connection with successfully establishing
the right in indemnification or advancement of expenses, in whole or in part, shall also
be indemnified by this Corporation.
This corporation will conduct a convention at such times, dates and
places as designated by the Board of Directors. The National Commander will preside as
Chairperson of the Convention.
The National Convention will be open to attendance by the membership as
defined in these Bylaws.
- Each member of the corporation shall be entitled to one (1) vote on issues requiring a
vote by the membership.
- Issues requiring a vote by the membership, i.e., election of officers or where the right
to adopt or alter the bylaws is retained by the membership as listed in Section 15.
Amendment of the Bylaws, shall be received at the National Headquarters ninety (90) days
prior to the convention date.
- Official ballots shall be mailed to the membership no later than sixty (60) days prior
to the National Convention.
- Completed ballots postmarked less than fourteen (14) days prior to the election shall be
SECTION 12 COMMITTEES
The National Commander may designate and appoint one or more Committees
and delegate to these Committees such duties in order to assist in the management of this
Corporation. However, the creation of such Committees will not operate to relieve the
Board of Directors, or any individual Director, of any responsibility imposed by law.
UNIFORMITY OF BYLAWS
These National Bylaws of the Veterans of the Vietnam War, Inc., will be
the only official and accepted bylaws of any state, or local post affiliated with the
Veterans of the Vietnam War, Inc.
State organizations and local posts may amend these Bylaws as long as
amendments do not conflict with these Bylaws and are submitted to the National Board of
Directors for approval prior to adoption by the state or local organization.
SECTION 14 RULES OF
All proceedings of this corporation, the National Convention and any
State or Local Post will be conducted in accordance with the currently available edition
of Roberts Rules of Order.
All disciplinary proceedings will be in accordance with the State
Commander and Post Commander handbooks in effect at the time of such proceeding which had
been adopted by a majority vote of the National Board of Directors.
AMENDMENT OF THE BYLAWS
- Any member is entitled to propose an amendment to the existing National Bylaws by giving
advance, written notice to the Board of Directors at least ten (10) days prior to the said
vote being taken. The notice must state the proposed amendment as an issue of a
forthcoming meeting and must be accompanied by either a copy of the proposed amendment or
a written summary detailing the proposed revisions.
- Amendments to the Bylaws will then be voted on by the Board of Directors at a
forthcoming, regularly scheduled meeting in which there is a quorum present; and will be
approved by a two-thirds (2/3) vote of the Board or if disapproved by the Board, the
amendments will go before the membership with Board disapproval in situations where the
right to adopt or alter the Bylaws is retained by the membership as follows:
- amending voting provisions
- personal liability of the directors
- board of directors
- selection of directors
- removal of the directors by the membership
- removal of the directors by the board
- voting rights of the directors
- classes and qualifications of membership
- members grouped in local units
- regular meetings
- action by members
- voting rights of members
- voting and other actions by proxy
- judges of elections
- termination and transfer of membership
- winding up and distribution
Regarding those aforementioned bylaws which must be approved by the
membership the following procedure will be used:
The Board will vote on the proposed bylaw changes. A majority vote of the full board is
required to forward them to the membership with the boards recommendation for
approval. If the board vote is less than a majority in favor of approval, the proposed
changes shall be forwarded with the boards recommendation for disapproval.
Through this amendment, a Veterans of the Vietnam War, Inc. affiliate
may amend these Bylaws without the formal procedure of Section 15 or prior approval from
the National Board of Directors in the following circumstances:
- VVnW affiliates may change the length of the term of office for officers to less than
but not more than four (4) years.
- VVnW affiliates may add elected positions to their chain-of-command.
- VVnW affiliates may delete any of the "Appointed Officers" from their
- VVnW affiliates may add or delete any standing committees as necessary.
- All amendments to these bylaws by the affiliates must be forwarded in writing to VVnW
National Headquarters within fifteen (15) days of passage.
Approved by a Majority Vote of the
National Board of Directors of the
Veterans of the Vietnam War, Inc.
on the 21st of March, 1998
All Rights Reserved (1998)
Veterans of the Vietnam War, Inc.
Last revised: 12/30/98