Vietnam Veterans of America NJ State Council’s Constitution and Bylaws

WE, the veterans of the war in Vietnam, who embraced through sacrifice and service to country the most fundamental and cherished bonds of our democracy, reaffirm that commitment to spirit and ideals, accepting it as the solemn responsibility of our survival, to bear the burden of what has been, so that tragedy once endured can never be forgotten.

AND so, do we resolve that the true measure of our worth as citizens, as veterans, and as patriots be found in our willingness to draw from and abide by these strengths and convictions born of heritage and experience.

TO HOLD that a sacred and binding contract exists between governors and governed, with the latter recognizing an obligation of compulsory foreign or domestic service equitably shared by all, and the former morally obligated to implement foreign and domestic policies that are clear, consistent, and reflective of the will of the people.

TO HOLD, further, that the contracts extend to post obligatory service with the nation bound whenever and wherever appropriate to the prompt delivery of compensation to individuals or survivors in direct proportion to sacrifice and service rendered.

TO HONOR with dignity the sacred memory of the war dead, and so in dignity, insure that the lasting legacy of the fallen is responsibility toward, not exploitation of, their sacrifice.

TO STAND for cooperation, dialogue, and friendship among the nations of the world community with full respect and support of those principles central to our national life.

There is hereby established a State Council within Vietnam Veterans of America, Inc., hereinafter known as THE NEW JERSEY STATE COUNCIL, INC. (the Council). The Council is constituted and organized pursuant to the Constitution of the National organization, hereinafter referred to as the Corporation. The Council shall abide by and exist in accordance with the Constitution of the Corporation.

This organization shall be known as the NEW JERSEY STATE COUNCIL, INC., Vietnam Veterans of America, and shall exist as a not-for-profit Corporation, under the applicable laws of the State of New Jersey and the United States of America.

The Council shall have and continuously maintain in the State of New Jersey, a registered office and a registered agent whose office is identical with such registered office as required by the not-for-profit Corporation law of the State of New Jersey. The address of such office may be changed from time to time by the Executive Board.

The purpose of the Council shall be to promote the Principals and Policies as set forth in the National Constitution and Bylaws of the Vietnam Veterans of American, Inc., and the rules and resolutions and the CODE OF DISCIPLINARY PROCEDURE of the Corporation.

The Council is formed for the purpose of improving the well-being of the Vietnam-era veterans of New Jersey, and shall seek all legitimate aid and assistance they or their dependents may require.

This Council shall act as an advocate for all Vietnam-era veterans of New Jersey. It shall identify problems, especially in the workplace and between the Governments of the United States and State of New Jersey and the Vietnam-era veterans of this state and shall strenuously advance the position of these Vietnam-era veterans. It shall maintain a positive working relationship with the members of the Legislature of New Jersey and the United States Congress or any other agency or entity affecting their lives and will make know to them positions taken by this Council.

This Council understands that the problems affecting one generation of veterans are of significance to all generations. Therefore, nothing contained within this Constitution and By Laws shall preclude this Council from fulfilling its commitment to serve all veterans and their families.

Membership in the Council shall consist of three (3) elected delegates from each Chapter, all of whom must show proof of membership in Vietnam Veterans of America, Inc., to include a DD 214 or certification that such proof is on file with the chapter. Each chapter delegate to the Council shall be elected by their respective chapter during the chapter’s annual meeting called for that purpose to a two (2) year team in each even-numbered year. Each chapter may elect two (2) alternates to the Council. Each alternate delegate may attend meetings, but will have no vote on issues unless a delegate is not in attendance.

Chapters shall be responsible for ensuring the attendance of at least one (1) delegate per Chapter at not less than one-half of all Council meetings held during the preceding twelve (12) months, and the unexcused absence of at least one (1) delegate from such meetings held during the preceding twelve (12) months may be sufficient grounds for disciplinary action against the Chapters in accordance with the provisions of the National Constitution and CODE OF DISCIPLINARY PROCEDURES.

Forming Chapters may attend Council meetings and speak on the floor; but have no vote until the Chapter is chartered by the National Corporation.

Forming Chapters may recruit members from the AT LARGE membership listings for NEW JERSEY provided periodically by the National Office. Forming Chapters may also recruit NATIONAL MEMBERS AT LARGE (not affiliated with any Chapter) who reside in areas of adjacent states whose boundaries are contiguous with those of New Jersey.

After written recommendations from THE ASSOCIATES OF VIETNAM VETERANS OF AMERICA, INC. (AVVA) in the state, the State Council shall seat a Liaison on the State Council Executive Board who shall serve as a non-voting Special Advisor to the State Council Executive Board entitled to be heard on all matters.

All VVA members desirous of purchasing and displaying VVA license plates obtained from the New Jersey Division of Motor Vehicles on their personal vehicles shall be life members of the organization upon application and payment of appropriate fees as determined by both the State Council and the New Jersey Division of Motor Vehicles to the State Council VVA License Plate Chair.

The revenues of the Council shall be derived from that part of membership dues as set forth by the National Constitution and from such other sources as may be approved by the Council, and if appropriate, the National Organization. A record of all revenues and expenditures shall be maintained by the Council Treasurer. All major expenditures, not reflected in the current fiscal year budget, shall be authorized by the majority vote of the voting membership present at a Council meeting.

The fiscal year of the Council shall commence on the first day of March of each year and end the last day of February of the following year.

At fiscal year-end, a report of all income and expenditures of the Council with comparisons to the authorized budget will be printed and distributed by the Council Treasurer to member Chapters in accordance with applicable deadlines for submission to the National Headquarters of Vietnam Veterans of America, Inc. This report shall be considered a proprietary document and will not be released to the public or the media without the express written permission of the Council President and the approval of the delegated to the Council.

The membership is the ultimate authority of the Council and shall be empowered to take or direct any action not inconsistent with this Constitution and Bylaws or the Constitution and By Laws of the Corporation.

This Council shall have the power:

a. To enact a Constitution and Bylaws and adopt rules and regulations not inconsistent herewith;

b. To enact and adopt any and all such rules and regulations as may be required and deemed necessary for the
     best interest and welfare of the Council.

c. To take such action as may be deemed necessary, consistent with and under this Constitution and Bylaws.

Between Council meetings, the Executive Board (comprised of the five [5] elected Council Officers as set forth in Section VII.) shall be entrusted with the authority of the Council and shall be empowered to act on behalf of the membership. Actions taken by the Executive Board between Council meeting shall be presented to the Council Delegates at the next regularly scheduled Council meeting for affirmation.

The Officers of the Council shall be the Council President, First Vice-President, Second Vice-President, Secretary, and Treasurer. These five (5) Officers shall comprise the Executive Board. Election of Officers of the Council shall be by majority vote upon nomination presented at the June meeting of each even numbered year. Officers so elected shall serve for a period of two years, except as hereinafter set forth.

In the event that any elected office, except the office of Council President (see paragraph 5), becomes vacant due to the resignation, disability or disqualification of the person holding that office there shall be, as the first order of business at the next regularly scheduled Council meeting, an election to fill such vacancy.

The person elected to the vacant office shall serve only for the unexpired term of his/her predecessor. All notices of resignation shall be made in writing.

The duties of the Officers of the Council shall be as follows:

a. President – the President shall be the Chief Executive Officer and Principal Representative of the Council. He/she shall preside at all meetings of the Council and shall be an ex-officio member of all committees, except the Nominating Committee. He/she shall appoint all standing, special, and ad-hoc committee chairpersons except the Nominating Committee and the Chairperson thereof, subject to the approval of a majority of the members of the Council. The President shall also execute all documents authorized by the Council, except where other persons have been expressly designated by the Council to sign a legal instrument in the President's absence.

In the absence of the President, or in the event of his or her inability or refusal to act, the First Vice-President, shall perform the duties of the President, and when so acting, shall have all the powers of, and be subject to, all the restrictions upon the President. In the event of the death, removal, or resignation of the President, the First-Vice President shall assume the position of the President for the remainder of his or her term.

The Council President shall also review, pursuant to the Code of Conduct, all fund-raising proposals which require the approval of the Board of Directors of the Corporation, as set forth in Article IV of the National Constitution, and make a recommendation to the Chapter and the Corporation, within fifteen (15) days of receipt of a completed proposal. Should a letter of denial for the fundraising event be the result of the President’s decision, a written letter of denial shall be addressed to the requesting Chapter within fifteen (15) days, with a copy to the Corporation, which shall include a detailed explanation of the reason(s) for the denial. The President shall have the authority to ensure that all Chapters and the Council are in compliance with all governmental statutes, rules and regulations.

b. First Vice President – The First Vice-President shall attend all meetings of the Council and shall assist the President. The First Vice-President shall perform the duties of the President in the event of his/her absence or disability and shall perform such other duties as the Council may from time to time determine.

c. Second Vice President – The Second Vice-President shall attend all meetings of the Council and shall oversee all committees and shall monitor the performance of their duties and responsibilities. He/she shall assist the President and the First Vice-President in the fulfillment of their respective offices. In the event that the position of First Vice-President becomes vacant, the Second Vice-President shall assume the duties of that office until an election is held to fill the vacant office of First Vice-President.

d. Secretary – The Secretary of the Council shall attend all meeting and shall be the custodian of all minutes, correspondence, and other documents relative to State Council business. The Secretary shall record the minutes of the regular and special meetings of the Council, and shall provide each delegate to the Council with a copy thereof within a reasonable time after such meetings.

e. Treasurer – The Treasurer shall attend all meetings of the Council and shall have charge and custody of all funds of the Council and all funds or securities in any way generated, collected or obtained in connection with Council activities. The Treasurer shall be responsible for such funds and securities and the receipt and disbursement thereof. The Treasurer shall keep full and accurate accounts of all receipts and disbursements in books belonging to the Council and shall deposit all moneys and other valuable effects in the name and to the credit of the Council.

The Treasurer shall disburse funds of the Council as may be ordered by the Council, making proper vouchers for such disbursements and shall render to the Council at its annual meeting, or when the Council so requires, an accounting of all transactions of the Treasurer and of the financial condition of the Council as required by Article IV of the National Constitution and By Laws. Checks drawn on the accounts of the Council will require two (2) signatures, those of the President and Treasurer. The First and Second Vice Presidents of the Council will also be authorized to sign checks in the event one of the regular signatories (Council President and Council Treasure) is unavailable.

Beginning with the 1996–1998 term, District Directors will be elected. The Council’s geographic area shall be split into three (3) districts; North, Central and South.

The Northern District Director shall be elected by the Council delegates from qualified VVA members who belong to Chapters in the counties of Bergen, Essex, Hudson, Morris, Passaic and Sussex,. The Central District Director shall be elected by the Council delegates from qualified VVA members who belong to Chapters in the counties of Hunterdon, Mercer, Middlesex, Monmouth, Somerset, Union, and Warren. The Southern District Director shall be elected by the Council delegates from qualified VVA members who belong to Chapters in the counties of Atlantic, Burlington, Camden, Cape May, Cumberland, Gloucester, Ocean, and Salem. District Directors shall not be considered members of the Council Executive Board.

All Officers, upon expiration of their term of office, resignation, or upon removal from office, shall turn over to their successor in office all records, files, papers, and any other documents or matters in their possession which constitutes property of this Council.

Upon the successful conclusion of a two (2) year term, the Council President shall be awarded a life membership in Vietnam Veterans of America, with all costs being borne by the Council. If a President is already a life member, the Council shall reimburse whomever paid the cost of the life membership.

Officers of this Council may be removed from office upon absence from three (3) consecutive meetings of the Council without adequate cause, without further notice.

Disciplinary action against any officer of this Council shall be carried out under the precepts of the CODE OF DISCIPLINARY PROCEDURE, appendix ii to the Constitution of Vietnam Veterans of America, Inc.

REGULAR MEETINGS

Regular meetings of the Council shall be held at a location designated by the Council. The Council shall meet not less than four (4) times per year (normally on a quarterly basis) and notice of any such regular meeting shall be given to the members of the Council by the Secretary twenty days (20) prior to the meeting.

ANNUAL MEETING

The annual meeting of the Council shall be held on an agreed upon date, during the month of June in even numbered years, the time and place determined by the membership, and when appropriate for the election of officers; and the transactions of such other business as may properly come before the meeting.

SPECIAL MEETINGS

Special meetings of the Council may be called by the President or by petition of twenty-five percent (25%) of the delegates to the Council. Written notice of any special meeting shall be mailed to each delegate of the Council no less that ten (10) calendar days prior to the meeting. The President of the Council may call a special meeting of the Council when he/she deems such a meeting to be in the best interest of the Council. In the event of the failure or refusal of the Council President to call a Special Meeting, the First Vice-President or The Second Vice President shall be empowered to call said meeting.

QUORUM

The presence of two-thirds (2/3) of the Chapters in good standing or two-thirds (2/3) of the delegates, whichever shall first occur, will constitute a quorum for a regular meeting. If a quorum is not present at any meeting of delegates, a majority of delegates present may adjourn the meeting without further notice.

VOTING

Except as otherwise provided in this Constitution, the vote of the majority of the delegates present and voting on a matter at which a quorum is present shall be necessary to the adoption of any business of the body.

CONDUCT OF MEETINGS

In the absence of a specific provision of this Constitution or its Bylaws to the contrary, Robert’s Rules of Order, Revised, shall govern the conduct of this Council.

The Council requires that a standard and uniform oath be sworn or affirmed by new or re-elected officeholders of the Council upon assuming their duties. The oath adopted by the Council for use shall be:

I DO SOLEMNLY SWEAR (OR AFFIRM) THAT I, (state your name), WILL FAITHFULLY EXECUTE THE OFFICE OF (state your position) OF VIETNAM VETERANS OF AMERICA, NEW JERSEY STATE COUNCIL, INC., AND WILL, TO THE BEST OF MY ABILITY, PRESERVE, PROTECT, AND DEFEND THE CONSTITUTION OF THE UNITED STATES, THE CONSTITUTION OF VIETNAM VETERANS OF AMERICA, INC., AND THE BY-LAWS OF THE NEW JERSEY STATE COUNCIL, INC.

The Council declares that the consumption of alcohol and controlled substances except prescribed medication is prohibited during the business portion of all regularly scheduled and/or special meetings of the Council.

A. No member of the Corporation may, without the express written consent of the National Board of Directors, receive a compensation, by gift or otherwise, from the Corporation, the Council, or a Chapter, or own any interest in any organization which receives such compensation. For purposes of this subsection, reimbursement of reasonable expenses incurred while conducting the business of the Corporation shall not be deemed to be compensation. No member shall be an Officer or Director of a Chapter, the Council, or of the Corporation while holding any office or directorship in any organization whose purposes or activities are, or have been declared by the Board of Directors to be in conflict with those of Corporation. No member shall use the property of Corporation, the Council, or a Chapter except in the course of the business of the Corporation.

B. Chapters and Council may engage in fund-raising activities, which do not conflict with the purposes of the Corporation, provided that they strictly adhere to the following guidelines.

1. All such fund-raising activities which conflict with the activities of other Chapters, State Councils, or the Corporation, shall not be engaged in without the prior written consent of affected Chapters, the State Council, or the Corporation.

2. The sale of products by Chapters or the Council, which bear the logo, or name of the Corporation shall not be permitted unless the products clearly identify the Chapter or the Council marketing the product.

3. Funding-raising activities involving telephone solicitation, direct mail, workplace donations, the regular and continuous sale of alcoholic beverages, or the solicitation of household goods shall be considered to be restricted and may not be engaged in without the prior written consent of the National Board of Directors of the Corporation. For purposes of this subsection, the following definitions shall apply:

a. Telephone solicitation will mean a fund-raising campaign, which uses the telephone as the primary method of contacting members of the general public in an appeal for donation of property or funds.

b. Direct mail solicitation shall mean a fund-raising campaign, which uses the mail system as the primary method of contacting members of the general public in an appeal for donation of property or funds.

c. Workplace donation shall mean a fund-raising campaign by which members of the general public are solicited to donate funds through deductions from their wages or salaries at their places of employment.

d. The regular and continuous sale of alcoholic beverages shall mean any sale of such beverages, which requires the issuance of a license or permit to conduct such activity by the laws of the State of New Jersey.

e. Solicitation of household goods shall mean a campaign to solicit, by telephone, by mail or otherwise, the contribution of household items for disposition or sale by a Thrift Store, or by any other means.

4. All such fund-raising activities must comply with applicable federal and state statute and local laws, rules, and regulations.

C. Chapters seeking to engage in restricted fund-raising activities shall give written notice thereof to the Corporation and the Council at least forty-five (45) days prior to commencing such activities or executing any documents in furtherance thereof. Chapters shall submit any such proposal to the President of the Council for his or her review and recommendation, and shall include such recommendation in the application of the Chapter to the Corporation.

D. The National Board of Directors, or its designed representatives, shall make a determination regarding such restricted activity and shall issue a decision to the Chapter, in writing, as soon as possible, but in no event later than thirty (30) days after receipt of the proposal.

Notwithstanding any other provisions of this or any other Article of the National Constitution, the Corporation, National Board of Directors, National Officers and/or anyone acting at their direction, or on their behalf, shall not enter into any exclusive contracts that bind the Chapter and/or the Council, or a portion of either, unless a majority of the affected Chapters and/or the Council concur.

E. A member, Chapter, Council, or the Corporation may not endorse, on behalf of the Chapter, Council, or the Corporation, any candidate for any elected office or position.

F. The Corporation, and any Chapter or the Council, may comment upon, and endorse on behalf of said Corporation, Chapter, or the Council, any candidate holding, or proposed for, an appointed position that directly affects veterans’ affairs, provided that all such comments and/or endorsements made by Chapters or the Council, with respect to federal appointees, must be made in consultation with the appropriate department head or officer of the Corporation.

G. The Corporation, and any Council thereof, may not adopt any policy or position with respect to matters involving foreign or domestic affairs unless such issues directly affect veterans’ affairs, or are issues of domestic concern related to the economic, physical, or emotional well-being of veterans. The Corporation, and any Council thereof, shall not take any action which would imply that any policy or position had been adopted when the same had not been adopted.

Chapters may, after debate and upon the affirmative vote of two-thirds of the individual members present at a duly constituted meeting of the members thereof, adopt positions or policies on other foreign or domestic issues, provided, however, that any such policy or position must be clearly identified as the position of the Chapter adopting such policy or position, and not that of the Corporation, the Council, or any action which would tend to impair the right of any Chapter to adopt any position in accordance with the above provisions.

The Council shall, upon the recommendation of the President, establish such committees as are necessary to accomplish the business of the Council. Committees may be designated Standing, Special, or Ad Hoc and the chairperson of any committee shall be appointed by the President, except the Nominating Committee, subject to the approval of the Council. The appointed chairperson may, with the Council President’s approval, select the members of the committee. The Committee Chair may nominate qualified non-members to serve as non-voting Special Advisors to the committee.

The thirteen (13) Standing Committee Chairs appointed by the incoming Council President shall be: Agent Orange/Dioxin, Veterans’ Affairs, Employment, Training and Business Opportunities, Membership Affairs, Veteran’s Benefits, Public Affairs, Government Affairs, Minority Affairs, POW/MIA, Veterans Incarcerated, Finance, Women Veterans and Constitution.

Each of the standing committees shall perform he functions ascribed to it under Article IV, Section 6, of the VVA Constitution (Revised 8/99).

The Nominating Committee shall consist of at least three (3) individual members elected by the Council Delegates at the annual meeting. The Committee shall prepare a slate of candidates for all of the positions of Officers and submit the list for consideration by the Council Delegates at least thirty (30) days prior to the election.

1. Qualified VVA members declaring themselves as candidates for a position on the Council Executive Board will submit a letter of intent and eligibility for Council office, to include a resume of service to Vietnam Veterans of America, Inc., at the Chapter, Council and National levels.

2. Qualified VVA members declaring themselves as candidates for a position on the Council Executive Board will submit a letter signed by their respective Chapter President or Chapter Secretary certifying that the eligible VVA member’s DD Form 214 is on file with the eligible VVA member’s Chapter Secretary.

3. All declarations by qualified VVA members presenting themselves as candidates for a position on the Council Executive Board will be delivered to the Council Secretary no later than the close of the regularly scheduled Council Business Session immediately prior to the meeting at which the election will take place.

4. Any campaign literature promulgated by qualified VVA members declaring themselves as candidates for a position on the Council Executive Board will not bear the VVA logo or any facsimile thereof.

5. Election Tellers will be appointed by the Council President for the purposes of tallying ballots cast by qualified Council delegates for candidates for a position on the Council Executive Board at the beginning of the regularly scheduled annual meeting of the Council.

6. Any qualified VVA member(s) nominated from the floor prior to the election of the Council Executive Board positions at the annual meeting as a candidate for a position on the Council Executive Board will have in their possession a legible copy of their DD Form 214 for transmittal to the Council Secretary before the election begins or that otherwise qualified VVA member shall be disqualified from standing for election to a position on the Council Executive Board.

7. Any qualified VVA member(s) nominated from the floor prior to the election of Council Executive Board positions at the annual meeting as a candidate for a position on the Council Executive Board will present to the Council Secretary before the election begins a petition signed by five (5) eligible VVA members who support the candidate seeking election to the Council Executive Board or that otherwise qualified VVA member shall be disqualified from standing for election to a position on the Council Executive Board.

8. Secret ballots will be cast which shall be printed to provide for write-in candidates should there be any nominations from the floor that are found to be qualified.

9. Membership on the Council Nominating Committee shall not preclude candidacy for a Council Executive Board position.

Election of the Nominations Committee Chairperson shall be made by the Committee members within ten (10) days following the annual meeting of the Council and the chairperson’s name shall be conveyed to the Council Secretary who will publish the name at the next regularly scheduled meeting of the Council. The Chairperson’s name shall also be published in THE FORWARD OBSERVER published following that person’s election.

The chairperson of the Nominating Committee may be removed only by a vote of a majority of the Council Delegates present and voting at any regularly scheduled meeting of special meeting called specifically for that purpose.

Subject to the provisions of this Constitution and the rules, resolutions and procedures of the Corporation, the Council shall have the power to raise such funds as are necessary to its operation in such manner as the Council deems appropriate, provided, however, that the Council must seek to obtain the written permission of each Chapter located in a geographic area where the Council proposed to conduct a fundraising campaign, prior to the commencement of any such activity. Chapters shall have sixty (60) days to respond favorably or unfavorably to any request for permission to conduct such a fundraising activity. A failure by a Chapter to respond to any such request within sixty (60) days shall be deemed to be a grant of permission to the Council. Any denial of permission by a Chapter shall be subject to review by the entire Council at its next regular meeting or at a special meeting. A two-thirds (2/3) vote of the entire Council shall be required to overrule a Chapter.

The Council shall provide a corporate seal, if required by law, which shall be in the form of a circle and shall have inserted thereon the name of the Council, and the state and year of incorporation.

Whenever any notice is required to be given pursuant to the Articles of Incorporation of the Corporation or of the Council, or by this Constitution or the rules and procedures of the Corporation, a waiver thereof in writing, signed by the person entitled to such notice, executed at any time, shall be deemed the equivalent of the giving of such notice.

Proposed amendments to this Constitution and Bylaws shall be submitted in writing to the President, who shall refer them to a Constitution and Bylaws Committee for review and report. This Committee shall make recommendations for revision, modification or amendment based upon a review of the Constitution and Bylaws of Vietnam Veterans of America, Inc. This Committee shall recommend adoption or rejection of proposed amendments to the Council. The amendments shall be submitted at a regular meeting at which time the proposed amendments shall have their first reading. A second reading shall be at the next regular meeting. At the regular meeting succeeding the second reading, the proposed amendments shall be considered, voted upon and adopted or rejected.

All proposed amendments to this Constitution and Bylaws shall be submitted to all delegates prior to the second reading and may be modified by a majority vote of those delegates present and voting at the time of the second and third readings.

All proposed amendments to this Constitution and Bylaws shall require a two-thirds (2/3) vote of all delegates prior to their ratification at the third and final reading.

Original Version Ratified 15 May 1994

Entire Bylaws Amended and Ratified 23 June 1996

Additional amendments ratified 8 February 1998

Amendment to Article VII ratified 20 February 2000