Bylaws
Vets Helping Vets in Greenville County, South Carolina
ARTICLE I
Name and Location
Section 1
Name and Nature. The name of this organization shall be Vets Helping Vets Greenville, SC, a private nonprofit organization incorporated in the State of South Carolina, henceforth referred to as the Corporation.
Section 2
Area. The primary area of benefit shall be the local military veterans (and immediate family members); however, other communities may be supported by the Corporation.
Section 3
Principal Office. Initially, the principal office of the Corporation shall have a physical address of 770 Pelham Road, Greenville, South Carolina. Additionally, The Corporation will maintain a mailing address of PO Box 4161, Greenville, South Carolina. Address will be updated as needed.
Section 4
Eleemosynary Status. This organization shall be an eleemosynary corporation chartered by the State of South Carolina and all contributions thereto shall be tax deductible as approved by the Exempt Organization Division of the Internal Revenue Code (Charitable Organization).
ARTICLE II
Purposes
Section 1
Purposes. Notwithstanding any other provisions of these articles, the purpose for which the Corporation is organized is exclusively charitable within the meaning of 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law. This organization shall not carry on any activities not permitted to be carried on by an organization exempt from federal income tax under section 501 (c)(3) of the Internal Revenue Code.
Upon dissolution of the Corporation, consistent with the law, the remaining assets of the corporation shall be evenly distributed between The Elks Lodge of Greenville (858), South Carolina and Veteran Last Patrol.
Section 2
Limitations. No part of the net earnings of the Corporation shall inure (be modified) to the benefit of, or be distributed to, its directors, officers, or other private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered and make payments and distributions in furtherance of the purposes previously set forth.
No substantial part of the activities of the Corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing of or distribution of statements) any political campaign on behalf of any candidate for public office.
ARTICLE III
Members
Section 1
Membership. The Corporation shall have a general membership base. An applicant will be granted membership by the attendance of two meetings within a three-month period. Waivers to this requirement will be considered and granted as needed. All members of VHV will be considered to be “in good standing” and are eligible to vote.
Section 2
Loss of Membership: A member will suffer expulsion from the corporation and therefore, the loss of voting rights if they are convicted of a civil crime which brings discredit to Vets Helping Vets, Greenville, SC.
- If a member receives an official reprimand from the VHV Board which is the result of a member violating the Ethics clause, the reprimand will be documented and placed in the Board’s meeting minutes and the membership will be made aware of the action.
- A 2nd offense will result in a second documentation and will cause a simple majority vote by the general membership to determine if the offending member will be expelled. If the membership votes to expel, the expelled member shall be removed from the rolls and any further participation with Vets Helping Vets, Greenville, SC will not be permitted.
- In the event the memberships vote is to not expel, the member will continue without repercussions. In the event of a third offense, the decision to expel the member will be made by the board in a simple majority vote.
Section 3
Ethics Clause: Members of Vets Helping Vets, Greenville, SC will adhere to the following:
Respect for the communities we work with and serve.
Integrity in our actions.
Responsibility for our decisions and their consequences.
We are committed to:
- Acting honestly, truthfully and with integrity in all our transactions and dealings.
- Avoiding conflicts of interest.
- Appropriately handling actual or apparent conflicts of interest in our relationships.
- Treating our members fairly.
- Treating every individual with dignity and respect and without discrimination.
- Treating our members with respect, fairness and good faith and providing conditions that safeguard their rights and welfare.
- Being a good corporate citizen and complying with both the spirit and the letter of the law.
- Acting responsibly toward the communities in which we work and for the benefit of the communities that we serve.
- Being responsible, transparent and accountable for all of our actions.
Improving the accountability, transparency, ethical conduct and effectiveness of the nonprofit field
ARTICLE IV
Board of Directors
Section 1
General Powers. The Corporation shall be governed by Board Members, who shall be elected in the manner provided by the bylaws. The business and affairs of the Corporation shall be managed by the Board Members. The Board will have the authority to hire/elect/appoint all staff members to execute the daily and other affairs of the Corporation. The Board shall consider and approve a budget for each fiscal year no later than 30 November each year. The Board shall have general control of the affairs, funds and property of the Corporation and shall determine policy and establish guidelines for the effective conduct of the business affairs of the Corporation. The Board shall have the authority to disperse up to $2500.00 from the Operating Budget (per project). Any expenditure in excess of this amount, shall be approved by a simple majority vote of the general membership.
Section 2
Number, Term and Qualifications. The number of members constituting the Board shall not be less than five (5) nor more than seven (7) members. Regular terms of office for Board Members shall be two (2) years; provided, however, that the regular terms shall be so fixed at the beginning or upon any increase or decrease in the number of directors so that approximately an equal number of regular terms will expire at each annual meeting.
Section 3
Appointment of Board Members. Except as provided below, newly appointed Board Members shall take office on January 1st, or upon appointment.
Section 4
Removal. A Board Member may be removed for any action/behavior that brings dishonor to or discredits Vets Helping Vets, Greenville, SC. This may include any civilian legal proceedings of a felonious nature. Actions or behaviors that cause disharmony and impede the ability of the Board to execute its duties. Removal of a Board Member may be accomplished at any time by a unanimous vote of the officers of the Corporation who are not recommended for removal. If any Board Members are removed, new Board Members shall be appointed by the officers of the Corporation. The appointee’s position will be temporary for a 30-day period at which time the general membership will hold a formal vote on the new board member’s permanent status.
Grievances. Any member who wishes to bring forward a written grievance, complaint, request, etc. will present the issue to the compliance officer as assigned by the President and shall do so by providing a written statement to the Board, which provides the following information:
- What Happened-The facts of the situation, names, places, times, etc.
- How did the situation make you feel?
- What action would you like to see taken by the Board?
The Board will review the statement and if necessary, approach the offending party for a statement of their side of the situation. Once all parties are heard from, the board will determine the correct course of action to be taken.
Section 5
Vacancies. Any vacancy occurring on the Board of Directors may be filled by the appointment of a new Board Member by the officers of the Corporation.
Section 6
Compensation. No compensation shall be paid to Board Members as such, for regular board service. Nothing herein contained shall be construed to preclude any Board Member from serving the Corporation in any other capacity and receiving compensation thereof.
ARTICLE V
Meetings of the Board
Section 1
Quarterly Meeting. The Quarterly meeting of the Board of Directors shall be held during each quarter of the year (as decided by the Board) for the purpose of electing Board Members of the Corporation and for the transaction of such other business as may be properly brought before the meeting.
Section 2
Special Meetings. Special meetings of the Board shall be called by or at the request of the President or any two Board Members. Such a meeting shall be held at a place and location as fixed by the person or persons calling the meeting.
Section 3
Notice of Meetings. A minimum of 48 hrs. notice shall be given, if possible, prior to calling a regular or special meeting of the Board by any usual means of communication. Notices for special meetings must specify the purposes for which the meetings are called.
Section 4
Quorum. A majority of the current Board Members shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
Section 5
Manner of Acting. Except as otherwise provided in these bylaws, the act of the majority of Board Members presents, at a meeting at which a quorum is present, shall be the act of the Board.
Section 6
Presumption of Assent. Any member of the Corporation who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her contrary vote is recorded or their dissent is otherwise entered in the minutes of the meeting or unless they shall file their 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 registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
ARTICLE VI
Standing Committees
Standing Committees. Among the Standing Committees shall be (1) Visitation, (2) Construction, (3) Marketing, (4) Fundraising and (5) Event. Other committees may be added as needed.
ARTICLE VII
Officers
Section 1
Officers of the Board. The officers of the Board shall consist of a President, Vice President, Secretary, Treasurer, and a Board Member at Large. No one person may hold two officer positions simultaneously. The positions of President, Vice-President and Treasurer must be filled by a Veteran. The positions of Secretary and Board Member at Large may be filled by a Veteran or Veteran Supporter.
Section 2
Election and Terms. The Board Members of the Corporation shall be elected every 2 years by a simple majority vote of the general membership. Nomination of Board Members shall be open to the general membership. Members must be in “good standing” in order to nominate and/or vote for Board Members.
Removal. Any elected Board Member or anyone appointed by the Board may be removed by the Board whenever it is in the best interest of the Corporation.
Section 3
President. The President shall preside at all meetings of the Corporation and shall appoint all standing committees and the chairmen thereof. He or she shall promote the interests of the corporation and shall be the accredited representative of the Corporation at outside meetings unless he or she shall delegate this authority to another officer or member of the Corporation. The President shall be the principal executive officer of the Corporation and subject to the control of the Board, shall in general, supervise and control the day to day business and affairs of the Corporation. He or she shall sign, along with the secretary of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed, and in general he or she shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
Section 4
Vice President. The Vice President shall fulfill the responsibilities of the President during the President’s absence or incapacitation, assist the President in discharging responsibilities as the President may see fit, shall serve as an ex-officio member of all committees, and fulfill any duties that may be determined by the Board.
Section 5
Secretary. The Secretary shall: (a) keep the minutes of the Board in one or more books provided for those purposes and provide promptly copies of such minutes to all Board Members; (b) see that all notices are duly given in accordance with provisions of these bylaws–that minutes of prior meetings and the Notice of Meetings are distributed to Board Members at least seven days prior to any Directors’ meeting; (c) be custodian of the corporate records; and (d) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board.
Section 6
Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation, receive and give receipts for money due and payable to the Corporation from any source whatsoever, and deposit all such money in the name of the Corporation in such depositories as shall be selected in accordance with the provisions of these bylaws; (b) prepare, or cause to be prepared, a true statement of the Corporation’s revenues and expenditures, and its assets and liabilities at least quarterly, all in reasonable detail, which shall be made and filed at the Corporation’s principal place of business in the State of South Carolina and thereat kept available for a period of at least ten years; (c) prepare at least quarterly a summary of the Corporation’s loans and investments as applicable; and (d) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or by the Board, or by these bylaws. An annual audit of the corporation’s finances will be completed NLT 31 January of each year. This audit will be conducted by members of the corporation and are to appointed by the President.
Section 7
Board Member at Large. The Board Member at Large shall fulfill all duties and responsibilities as may be assigned by the President and or Board.
Section 8
Filling of Vacant Office. Any vacancy on the Board shall be filled by a majority of the Board Members fixed by these bylaws at a regular or special meeting of the Board, until such time as the next election cycle of the membership.
ARTICLE VIII
Specific Operating Procedures
Section 1
Rules. The most current edition of Roberts’ Rules of Order shall be the authority on all points not covered by the bylaws.
Section 2
Meeting Frequency. The Board Members shall meet at least one formal meeting once every quarter.
Section 3
Conduct of Meetings. Meetings shall follow an agenda to be designated by the Board. Members will conduct themselves at all times during the proceedings in a manner that affords dignity and respect to the corporation and its members.
a. Any member who wishes to bring a guest speaker is asked to approach the board at least one week prior and inform the board of the following:
I. The speaker’s name
II. The organization/ corporation /business the individual will represent
III.The purpose of the presentation
IV. How will the purpose be beneficial to Vets Helping Vet Greenville, SC?
The board will then advise the member in a timely manner of the approval or disapproval of the speaker. Each speaker will be handled on a case-by-case basis.
b. The minutes of the weekly meetings will be sent to each member via e-mail. If a member does not have access to e-mail or for any reason, they may request a printed copy of the minutes. The request should be timely so the printed copy can be presented to the requesting member at the next weekly meeting.
ARTICLE IX
Contracts, Loans, Checks, and Deposits
Section 1
Contracts. The Board may authorize a specific officer(s), agent(s) to enter into a contract or to execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
Section 2
Checks and Drafts. Checks, drafts, or other orders for payment of money issued in the name of the Corporation, shall be signed by the Treasurer, who shall be the primary signer for all checks/drafts. In the absence of the Treasurer, the President and Vice President will be authorized to sign, until such time as the Treasurer is once again available.
Section 3
Deposits. All funds of the Corporation not otherwise employed shall be deposited by the Treasurer, who shall make deposits into the VHV account at least twice a month. If the Treasurer is unable or unavailable, deposits may be made by the President or Vice President.
ARTICLE X
Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December each year.
ARTICLE XI
Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be given to any Board Member of the Corporation under the provision of these Bylaws or under the provision of the Articles of Incorporation or under the provision of the Business Corporation Act, a waiver thereof in writing, signed by persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XII
Amendments
Except as otherwise provided herein, these bylaws may be amended or repealed, and new bylaws may be adopted by the affirmative vote of a majority of the general membership, so long as they are members in “good standing.” Any recommended changes, additions, or deletions to the bylaws must be made in writing to the President of the Board by the last regularly scheduled meeting in August. They will be reviewed by the Board and presented to the general membership during the 2nd regularly scheduled meeting in September. A vote by the general membership shall take place during the 2nd regularly scheduled meeting in October. Any changes adopted by the membership will be made to the bylaws and signed by the Board members during their last quarterly meeting, to be effective in the new year.
No amendment that would defeat the 501(c)(3) status of the Corporation shall be considered nor adopted by the Board.
These bylaws, as voted on by our membership, are adopted through the signatures of the undersigned on (todays date), to become effective on the 1st day of January of the new year.
