Bylaws of Veterans for Constitutional
Restoration as adopted by the Board of Directors, and accepted as
modified on December 18, 2002.
Article I - Name - Mailing Address - Offices
The name of the corporation is Veterans for Constitutional Restoration (VetsCoR) Inc. It is a Nevada nonprofit public benefit corporation. The principal mailing address of the organization in the State of Nevada shall be located in the City of Las Vegas, county of Clark. The organization may have such other offices or addresses, either within or without the State of Nevada, as the Board of Directors may designate or as the business of the organization may from time to time require. The principal mailing address of the organization is: Veterans for Constitutional Restoration, 1976 Havasu Garden Drive, Lake Havasu City, AZ 86404. (modified by the Board of Directors 12/18/02)
The registered mailing address of the organization required by Nevada Revised Statutes to be maintained in the State of Nevada may be, but need not be, identical with the principal office in the State of Nevada, and the address of the registered mailing address may be changed from time to time by the Board of Directors.
The initial registered office of this organization is 202 N. Curry St., Suite 100, Carson City, State of Nevada. The resident agent is State Agent and Transfer Syndicate, Inc., 202 N. Curry St., Suite 100, Carson City, NV 89703-4121.
Article II - Purpose
This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nevada Revised Statutes (NRS), Chapter 82, relating to non-profit corporations for public purposes. The specific purposes of this corporation are:
(1) To assist in the promotion of the General Welfare of the United States by serving as an educational resource center for serious research and other information about the Constitution of the United States and the founding documents in order to provide the public with access to these reports and studies; to make available educational materials on the Constitution to public, private and home schools, and to make available members to give lectures and lead discussions on the Constitution and founding documents; to foster, perpetuate and preserve via an ongoing educational outreach program conducted in the electronic media (including but not limited to radio, television, the Internet, etc.) to explain and teach people an appreciation of the republican form of government of this nation as defined in the Constitution of the United States, and the importance of restoring the governance of our nation to the precepts of the Constitution;
(2) to establish and maintain a collection of art and materials (including but not limited to paintings, sculpture, photos, writings, etc.) and related archival materials that reflect our heritage and Constitutional roots and provide for their display, both through regular exhibits and/or through the creation of a cyberspace museum;
(3) to educate the public about our founding documents and our heritage in electronic media (including but not limited to Radio, Television, the Internet, etc.);
(4) to provide entertainment and support to veterans and members of the U.S. Armed Forces via electronic media (including but not limited to radio, television, the Internet, etc.);
(5) to conduct programs which perpetuate the memory of deceased veterans and members of the Armed Forces;
(6) to sponsor or participate in activities of a patriotic nature;
(7) to provide support or otherwise assist corporations, organizations, institutions and individuals carrying on such activities which are consistent with the purposes of this corporation; and
(8) To review current and pending legislation for adherence to Constitutional law and original intent; and to engage in any other lawful activities permitted under Chapter 82 of the Nevada Revised Statutes (NRS).
Article III - Board of Directors
Section 1. General Powers.
Its Board of Directors shall manage the business and affairs of the organization.
Section 2 Number, Tenure and Qualifications.
The number of directors of the organization shall be a minimum of 5 and a maximum of nine members. Each director shall hold office for a period of 2 years, after which they shall stand for election or reelection by secret ballot of the voting associates of the organization. The Board of Directors shall consist of a Chairman, Vice-Chair and at-large members. Directors must be honorably discharged or retired veterans, whose proof of service documents are verified or certified, and who are associates in good standing of the organization.
Section 3 Meetings of Directors.
Meetings of the Board of Directors shall be presided over by the Executive Director, and shall be conducted using Roberts Rules of Order. In the absence of the Executive Director, the meetings shall be presided over by the Chairman of the Board.
Regular meetings of the Board of Directors shall be held without call on the first Wednesday of each month at 5:00 PST of said day, in the Virtual Boardroom created for that purpose, or at any place which shall be designated from time to time by resolution of the Board or by written consent of all members of the Board. Notice of such meeting is hereby dispensed with.
Special meetings of the board for any purpose or purposes whatever shall be called at any time by the Chairman, or, if he be absent or if he be unable, or if he refuse to act, by the Vice-Chair or by any two directors, upon due notice in writing given to each director in the manner prescribed by statute. Such meeting may be held in the Virtual Boardroom or at any place, which shall be designated from time to time by resolution of the board, or by written consent of all members of the Board of Directors.
Section 4 Quorum.
A majority of the number of directors fixed by section 2 of this Article II shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at any meeting of the Board of Directors, a majority of the Directors present may adjourn the meeting from time to time without further notice.
Section 5 Manner of Acting.
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a board member knows in advance she/he will be absent from a regular or special meeting because of sickness, vacation or for any other reason, he may send his proxy to another member of the board to vote on his behalf, and shall inform all board members of his action, at the same time and in the same manner.
Section 6 Vacancies.
Any vacancy occurring on the Board of Directors may be filled by an appointment by the Board for the unexpired portion of the term, after which the appointed board member must stand for election or reelection as provided for in these Bylaws.
A member of the Board of Directors may be removed for cause on missing a third consecutive, properly announced meeting of the board without notifying the other members and/or secretary. Such notice may but need not include a proxy to another member. A vote of the rest of the board may be called by any member of the board but any expulsion should, insofar as possible, take into account any extenuating circumstances. In the event of a tie vote, the Chairman (or acting Chairman, should the actual Chairman be absent or the accused) shall cast the deciding vote.
Section 7 Compensation.
Directors as such shall not receive any salary or compensation for their services, provided that nothing herein contained shall be construed to preclude any director from serving the organization in any other capacity and receiving compensation therefore.
Section 8 Presumption of Assent.
A director of the organization who is present at a meeting of the Board of Directors at which action on any organization matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered into the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by Emil or registered mail to the secretary of the organization immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 9 Power to Establish Reserve.
The Board of Directors may set apart out of any of the funds of the organization a reserve or reserves for any proper purpose and may abolish any such reserve in the manner in which it was created.
Section 10 Power to Borrow Money.
The Board of Directors shall have the power to borrow money for the purpose of meeting the organization's obligations in connection with the ownership, operation, repair, maintenance and control of its property.
Section 11 Power to Acquire Property or Privileges.
The Board of Directors shall have the power to purchase or otherwise acquire for the organization any property, rights or privileges which the organization is authorized to acquire, at such price and on such terms and conditions and for such consideration as they shall from time to time see fit.
Section 12 Power to change Rules and Regulations.
The Board of Directors shall have the power from time to time to make and change rules and regulations not inconsistent with these bylaws for the management of the organization's business and affairs.
Section 13 Power to Fix Salaries.
The salaries of all officers, employees and agents of the organization shall be fixed by the Board of Directors.
Section 14 Supervisory Power of Directors.
The Board of Directors shall supervise all officers, agents and employees and see that their duties are properly performed.
Section 15 Additional powers of Directors.
In addition to the powers and authorities by these bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the organization and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these bylaws directed or required to be exercised or done by other officers of the organization.
Article IV - Officers
Section 1 Number.
The officers of the organization shall be an Executive Director, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors. Any two or more offices may be held by the same person, except the offices of Executive Director and Secretary.
Section 2 Election and Term of Office.
The officers of the organization to be elected by the Board of Directors shall be elected annually by the board at its first meeting held after the start of the fiscal year. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided.
Section 3 Removal.
Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever it its judgment the best interests of the organization would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
Section 4 Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5 Executive Director
The Executive Director shall be the principal executive officer of the organization and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the organization.Subsection 1 Powers and Duties of Executive Director
The executive Director shall have the following powers and duties:
1.S/He shall preside at all meetings of the Directors.
2.S/He shall have general and active management of the business of the organization.
3.S/He shall see that all orders and resolutions of the board are carried into effect.
4.S/He shall keep in safe custody the seal of the organization, and when authorized by the board, affix the seal to any instrument requiring it, and the seal when so affixed shall be attested by the signature of the secretary or treasurer.
5.S/He shall execute contracts requiring a seal, under the seal of the organization.
6.S/He shall have general superintendence and direction of all the other officers of the organization and of employees thereof, and shall see that their respective duties are properly performed.
7.S/He shall operate and conduct the business and affairs of the organization according to the orders and resolutions of the Board of Directors, and according to his own discretion whenever and wherever it is not expressly limited by such orders and resolutions.
8.S/He shall submit a report of the operations of the organization to the Directors at the regular meeting in each month, and from time to time shall report to the Board all matters within his knowledge which the interest of the organization may require to be brought to their notice.
9.S/He shall appoint and at his discretion remove or suspend permanently or temporarily, as he may from time to time think fit, the employees or servants of the organization, and shall determine their duties and fix and from time to time change their salaries or emoluments, and he may require security in such instances and in such amounts as he may see fit.
In the absence of the Executive Director or in the event of his death, or inability or refusal to act, the Chairman of the Board of Directors shall perform the duties of the Executive Director, and when so doing, shall have all the powers of and be subject to all the restrictions upon the Executive Director.
Section 6 Secretary.
The Secretary shall:
1.Keep the minutes of the Board of Director's meetings in one or more books provided for that purpose.
2.See that all notices are duly given in accordance with the provisions of these bylaws as required by law.
3.Be custodian of the organization records and of the seal of the organization and see that the seal of the organization is affixed to all documents, the execution of which on behalf of the organization under its seal is duly authorized.
4.Keep a register of the address of each officer which shall be furnished to the secretary by such officer.
5.In general perform all such duties incident to the Office of Secretary and such other duties as from time to time may be assigned by the Executive Director or by the Board of Directors.
Section 7 Treasurer.
If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. S/He shall:
1.Have charge and custody of and be responsible for all funds and securities of the organization; receive and give receipts for moneys due and payable to the organization from any source whatsoever; and
2.In general perform all the duties incident to the Office of Treasurer and such other duties as from time to time may be assigned to him/her by the Executive Director or by the Board of Directors.
Section 8 Salaries.
The salaries of the officers shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that s/he is also a director of the organization.
Article V - Membership
Section 1. Members
The organization shall have no members. Any action, which would otherwise require approval by a majority of all members, shall only require approval of the Board of Directors ("Board"). All rights, which would otherwise vest in the members, shall vest in the Board.
Section 2. Associates.
Nothing contained in Section 1 of this Article shall be construed to limit the right of the organization to refer to persons associated with the organization as "members" even though such persons are not corporate members, and no such reference in or outside of these Bylaws shall constitute anyone being a member, within the meaning of NRS 82.231. The organization may confer by amendment of its Articles or of these Bylaws some or all of the rights of a member, as set forth in NRS 82.231, on any person or persons who do not have the right to vote for the election of Directors or on a disposition of substantially all of the assets of the organization or on a merger or on a dissolution or on changes to the organization's Article or Bylaws, but this person shall not be a member within the meaning of NRS 82.231.
Association with the organization shall be open to all honorably discharged or retired Veterans of the Armed Forces of the United States of America, to the spouse or widow or widower of a Veteran and to Active Duty members of the Armed Forces, National Guard or Reserve and their spouses. Proof of such honorable discharge or retirement, or of marriage to a veteran or deceased veteran or active duty member of the Armed Forces, or membership in an Active Duty unit, National Guard unit or Reserve unit of the Armed Forces acceptable to the Board, shall be required upon joining.
There shall be two (2) classes of association: voting and non-voting.
Voting associates shall be honorably discharged or retired Veterans whose associate dues have been paid and are current. These Associates in good standing with the organization, and whose proof of service documents have been verified or certified, may be elected to the Board of Directors as provided for in these bylaws.
Non-Voting associates shall be Active Duty, National Guard or Reserve members whose associate dues have been paid and are current and spouses, widows or widowers of Veterans or Active Duty, National Guard or Reserve members of the Armed Forces. Members on Active Duty, members of the National Guard and Reserve may become voting associates upon honorable discharge or retirement from the Armed Forces of the United States. (accepted by the Board of Directors on 12/18/02)
Non-veterans who are US citizens may join as non-voting associates. The requirements for this class of associate shall be: (1) American Citizens of good repute (to be determined by the member sponsoring the new member) and; (2) 18 years of age or older. (modified 12/04/02 and accepted by the Board of Directors on 12/18/02)
Dues and Fees for associates shall be fixed and from time to time changed by the Board of Directors.
Article VI - Other Provisions
Contracts, loans, checks and deposits.
Section 1 Contracts.
Subject to the provisions of applicable law, the Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization, and such authority may be general or confined to specific instances.
Section 2 Loans.
No loans shall be contracted on behalf of the organization and no evidences of indebtedness shall be issued in its name unless authorized by resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3 Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the organization shall be signed by such officer or officers, agent or agents of the organization and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4 Deposits
All funds of the organization not otherwise employed shall be deposited from time to time to the credit of the organization in such banks, trust companies, or other depositaries as the Board of Directors may select.
Article VII - Indemnification of Agents of the Organization
Section 1. Definitions
For purposes of this section, "agent" means any person who is or was a Director, Officer, employee or other agent of this organization, or is or was serving at the request of this organization as a Director, officer, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise; "proceeding" means any threatened, pending, or completed action or proceeding, whether civil, criminal, administrative or investigative; and "expenses" include, without limitation, attorneys' fees and any expenses of establishing a right to indemnification under Section 4 or 5(c) of this Article.
Section 2. Indemnification in Actions by Third Parties.
This organization shall have the power to indemnify any person who was or is a party, or is threatened to be made a party to any proceeding (other than an action by or in the right of this organization to procure judgment in its favor, an action brought under Chapter 82, or an action brought by the Attorney General or a person granted relator status by the Attorney General for any breach of duty relating to assets held in charitable trust) by reason of the fact that such person is or was an agent of this organization, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if such person acted in good faith and in a manner such person reasonably believed to be in the best interests of the organization and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such person was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of this organization or that the person had reasonable cause to believe that the person's conduct was unlawful.
Section 3. Indemnification in Actions by or in the Right of the Organization
This organization shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of this organization or brought under Chapter 82 of the NRS, or an action brought by the Attorney General or a person granted relator status by the Attorney General for breach of duty relating to assets held in charitable trust, to procure a judgment in its favor by reason of the fact that such person is or was an agent of this organization, against expenses actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith, in a manner such person believed to be in the best interests of this organization and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. No indemnification shall be made under this Section 3:(a) In respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the organization in the performance of such person's duty to this organization, unless and only to the extent that the court in which such proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for the expenses which such court shall determine;
(b) Of amounts paid in settling or otherwise disposing of a threatened or pending action, with or without court approval; or
(c) Of expenses incurred in defending a threatened or pending action, which is settled or otherwise disposed of without court approval, unless it is settled with the approval of the Attorney General.
Section 4. Indemnification Against Expenses.
To the extent that an agent of this organization has been successful on the merits in defense of any proceeding referred to in Section 2 or 3 of this Article in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
Section 5. Required Indemnification.
Except as provided in Section 4 of this Article, indemnification under this Article shall be made by this organization only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth in Section 2 or 3, by:(a) A majority vote of a quorum consisting of Directors who are not parties to such proceeding;
(b) Approval of the voting associates, with the persons to be indemnified not being entitled to vote thereon; or
(c) The court in which such proceeding is or was pending, upon application made by this organization or the agent, attorney or other person rendering services in connection with the defense, whether or not such application by the agent, attorney or other person is opposed by this organization.
Article VIII - Fiscal Year.
The fiscal year of the organization shall begin on the first day of January and end on the thirty-first day of December in each year.
Article IX - Seal.
The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Organization and the state of incorporation and the words "Corporate Seal", which seal shall be in charge of the Secretary.
Article X - Amendments.
These bylaws may be altered, amended or repealed and new bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.
CERTIFICATE OF SECRETARY
I, the undersigned, being the Secretary of Veterans for Constitutional Restoration (VCR), Inc., do hereby certify that the above Bylaws were adopted as the Bylaws hereof on the _____ day of January, 2002 by the Board of Directors of said organization in a regularly called meeting on the same date, to wit, the _____ day of January, 2002. Said Bylaws are, as of the date of this certification, the duly adopted and existing Bylaws of this organization.
IN WITNESS WHEREOF, I have hereunto set my hand this _____ day of January, 2002.
Christine Siggelakis, Secretary/Treasurer