BY-LAWS OF THE SPACE FORCE VETERANS,
INC.
ARTICLE I
The name of this
Veterans non-profit corporation shall be the Space Force Veterans Inc., and
only members of this corporation as provided herein shall be permitted to use
this name. Space Force Veterans, Inc. was originally started as “Space Force
Veterans Tartan” (https://space-force-veterans-tartan.com
and https://www.facebook.com/groups/1592785097879602)
and may be alternatively referred to as such in lieu of the formal company
incorporation name as listed above.
ARTICLE II
This corporation
shall be Incorporated in the State of Florida. The Space Force Veterans
Secretary will record all adjourned meetings.
ARTICLE III
It is the intent
of this corporation to be organized exclusively for the purpose of establishing
and registering the tartan pattern (Design # 306447 as recorded with Clan.com
Titled “Space Force Veterans - Beyond the Blue”) with the Scottish Register of
Tartans. The purpose of registering the tartan is to allow Space Force Veterans
to have the tartan made into Scottish kilts and related accouterments to
maintain moral and pride in service as Space Force Veterans are the only
military service related branch of veterans without a tartan pattern. The
tartan once officially registered will be released (the thread count and color
specifics) to James Ansite of the company Sport Kilt, 2237 S. 390 W. Unit D,
Heber City, UT 84032, (www.sportkilt.com)
immediately. For the public domain, if registration is between 1 August and 31
December, it will be released the following 1 August, if registration is
between 1 January and 31 July, it will be released in the next year on 1
August.
ARTICLE IV
Membership
Section 1.
Membership. Membership in this corporation shall consist of seven (5)
categories all of which require the member to be a minimum age of 18:
A. Fellow
Members. A fellow member of the corporation shall be an Honorably Discharged
veteran of the uniformed services and/or is currently on active duty with the
uniformed services of the United States. A fellow member shall have all the
rights and privileges of the corporation including the right to vote and hold
office.
B. Affiliate
Member. An affiliate member shall be a familial relationship to a bona fide Honorably
Discharged US Service Veteran or US Active Duty uniformed service member. An
affiliate member shall have all the privileges of the corporation including the
right to vote but cannot hold elected office in the organization.
C. Student
Member. A student member of this corporation shall be an individual who is
currently enrolled in a Reserve Officer Training Corps (ROTC) program at a
collegiate level. Student members shall
be accorded the privilege of the floor, when recognized, at regular meetings.
Student members shall not be entitled to vote. Student members may serve on
committees.
D. Honorary
Member – Honorary members of this corporation shall be individuals of
distinction who have rendered outstanding service to the corporation. Honorary
members will be proposed by the Board of Directors of this corporation and will
be elected by a majority of the members in attendance at a quarterly meeting.
Honorary members shall be accorded the privilege of the floor, when recognized,
at regular meetings, and of serving on committees when appointed. Honorary
members shall not be entitled to vote or hold office.
E. Corporate
Member – Corporations may be granted corporate membership status, on an annual
basis, by approval of the Board of Directors. Corporate members shall not be
eligible to vote or hold office.
Section 2.
Application. All applications for membership shall be made in
writing/electronically on an application form provided by this corporation.
Proof of military affiliation, DD214 or a statement of formal familial
relationship to a bona fide US veteran or US Active duty uniformed service
member, may be requested of the Fellow or Affiliate applicant by the Membership
committee. The application will be reviewed and either approved or rejected by
the Membership Committee. All rejections shall automatically go before the Board
of Directors for final review and decision. The decision of the Board of
Directors shall be final.
ARTICLE V
Meetings
Section 1.
Annual Meeting. The Annual Meeting of the Space Force Veterans, Inc. shall be
convened for the transaction of business as may come before the organization.
Notice of the meeting shall be mailed or electronically mailed to the members
at the last recorded address at least 20 days before the meeting, which shall
include the location, date, and time. The meeting will also be announced on the
Space Force Veterans Tartan Website and will serve as official notice of the
meeting.
Section 2.
Regular Meetings. The corporation shall hold regular quarterly meetings at a
time and place specified and fixed by the Board of Directors, at which any
business may be transacted. Notice of the regular meetings is to be given in
the same form as the annual meeting.
Section 3.
Special Meetings. Special meetings may be called at the discretion of the
President, the Board of Directors, or upon the written request of not less than
10 percent (10%) of the voting membership. Notice of any special meeting is to
be given in the same form as for the annual meeting. Notice of the meeting
shall be given at least ten (10) days before the time appointed for the special
meeting. No business other than that specified in the notice of the meeting
shall be transacted at any special meeting of the members of this corporation.
Section 4.
Order of Business. The President shall set the order of business.
ARTICLE VI
Board of
Directors and Chair Persons
Section 1.
Composition. The Board of Directors shall consist of three (3) members; the
President, Secretary, Treasurer. Chair Persons (3) who are stand-ins in lieu of
absent Board members are; Praeses Temporalis (Stand-in for the President), Tempus
Scriba (Stand-in for the Secretary), Thesaurarius temporalis (Stand-in for the
Treasurer).
Section 2.
Qualifications. Terms of Office, Nominations, Ballots, Elections, Start of Term
A.
Qualifications and Term of Office. The President, Secretary, Treasurer, who
make up the Board of Directors, as well as Praeses Temporalis, Tempus Scriba, and
Thesaurarius temporalis Chair Persons shall be fellow members of the Space
Force Veterans. All positions shall have a two (2)-year term of office with a
maximum of four (4) terms in the position. Any fellow member may be elected to
serve as a board member after serving as a Chair Person for 1 term.
B. Nominations
and Ballots. Nominations for each office will be accepted up to sixty (60) days
prior to the elections date of each year. Ballots will be mailed or
electronically mailed to all voting members no less than fifteen (15) days or
more than thirty (30) days prior to the election date. Write in candidates will
be accepted. No names shall be placed on the ballot without the consent of the
nominee. The Election Committee is responsible to verify that all candidates
for office are fellow members and that all ballots are provided only to fellow
members of the Space Force Veterans.
C. Time of
Elections. All Officers, shall be elected at a date specified by the Board of
Directors in the Month of November of the election year, no later than a week
prior to Thanksgiving.
D. Eligibility
of Voters. The Boad on an Election Year shall appoint (by vote) a Chairperson
of Elections, a fellow member who is not currently on the Board or a current
Chair by the end of the second Week of September of an election year, who shall
receive name nominations of members of Space Force Veterans in running for the
positions. The Election committee will distribute a ballot by mail or by email,
to each member who is listed on the corporation’s membership roster.
E. Appointment of the Election Committee. The Election Committee, a temporary
non-voting authority in regards to the Board of Directors, consists of a
Chairperson of Elections, and three aids to the Chairperson of Elections. The
three aids to the Chairperson of Elections shall be designated by the
Chairperson of Elections within 48 hours of being appointed Chairperson of
Elections. The aids must be fellow members of the Space Force Veterans.
F. Election
Procedures. Ballots shall be returned, either by mail or electronically, to the
Election Committee. Votes necessary to elect shall be a plurality of the votes
cast. In the case of a tie vote, the Election Committee will conduct another
ballot. Ballots can be received by mail or electronically if so directed by the
Chairman of Elections. The Election Committee is responsible to verify the
integrity of all ballots received. The Chair of the Election Committee will
validate all ballots and elections results.
C. Start of Term. The start of term after an election cycle shall begin on the
1st of January following the election cycle.
Section 3. Vacancies.
A vacancy in any office of the Board of Directors or Chair Persons because of
death, resignation, removal, disqualification, unavailability, inability or
refusal to act or otherwise, may be filled without undue delay by a majority
vote of the remaining members of the Board. This vote may be done at a special
meeting, which shall be called for that purpose; or may be handled by mail or
conference call if unanimously agreed upon by the remaining Board members. This
election shall be held within sixty (60) days after the occurrence of the
vacancy. Any officer or director elected to fill a vacancy shall hold office
until the next election cycle. Each Board of Directors positions has a
respective Chairperson who is their stand-in for the interim (for vacancies
listed above) and when so acting, shall have all the powers of and be subject
to all the restrictions upon the position filled.
Section 4.
Regular Meetings. A regular meeting of the Board of Directors shall be held
without other notice than that provided in these Bylaws after and at the same
place as the annual meeting of the corporation. The Board of Directors may
provide, by resolution, the time and place, either within or without of the
State of Florida, for the holding of additional regular meetings without other
notice than such resolution.
Section 5.
Regular Duties. The Board of Directors may:
A. Admit,
suspend, or expel members by vote.
B. Appoint
committees as deemed necessary from the Board of Directors, Chair Persons or
from the General Membership of the corporation.
C. Audit bills
and disburses the funds of the corporation.
D. Print,
circulate and publish documents and articles for the corporation.
E. Employ
agents.
F. Devise and
carry into execution such other measures, as it deems proper and expedient to
promote the objectives of the corporation and to best protect the interests and
welfare of its members.
G. Board members
shall not be salaried.
Section 6.
Special Meetings. Special meetings of the Board of Directors may be called by
or at the request of any the members of the Board of Directors. The call of a special
meeting of the Board of Directors may fix any place, either within or without
of the State of Florida, as the place for holding any special meeting of the
Board of Directors.
Section 7.
Notice. Notice of the meeting, signed by the President or the three (3) Board
Members, shall be mailed or electronically mailed except as herein or by
statute otherwise provided, to the last recorded address of the other directors
at least ten (10) days before the time appointed for the meeting. The
attendance of a director at a meeting shall constitute a waiver of notice of
such meeting, except where a director attends a meeting for the expressed
purpose of objecting to the transaction of any business because the meeting is
not lawfully called or convened. Neither the business to be transacted at, nor
the purpose of, any regular meeting or special meeting of the Board of
Directors need be specified in the notice of such a meeting.
Section 8.
Quorum. A simple majority of the number of the Directors fixed by these Bylaws
shall constitute a quorum for the transaction of business at any meeting of the
Board of Directors.
Section 9.
Manner of Acting. Any business transacted by a majority of the Board of
Directors present, shall be considered a legitimate action by the Board.
ARTICLE VII
Officers
Section 1.
President. The President shall be the principle executive officer of the
corporation and, subject to the control of the (Board of Directors), shall, in
general, supervise and control all of the business, preside at all meetings of
the membership and of the Board of Directors. He/She may constitute, at his/her
own direction, and at the direction of the Board of Directors, any committee
for any purpose deemed necessary and proper to the accomplishment of the
corporation’s objectives. He/she may sign, with the Treasurer, or any other
proper officer of the corporation thereunto authorized by the Board of
Directors, any deeds, mortgages, bonds, contracts, or other instruments which
the Board of Directors to be executed, except in cases where the signing and
execution thereof shall be expressly delegated by the Board of Directors or by
these Bylaws to some other officer or agent of the corporation, or shall be
required by law to be otherwise signed and executed; and in general shall
perform all duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time. The President is
given $500/year in discretionary spending. After the President’s term is
completed, he/she will become a regular Board member for a term of one (1) year
as the Past President.
Section 2. Treasurer. The Treasurer
shall prepare under the direction of the Board of Directors, an annual report
of the transactions and business and advancing interests of the corporation.
The Treasurer
will ensure that annual Internal Revenue Service (IRS) forms are properly filed
which maintain the organizations tax exempt veterans’ service status and notify
the Board of Directors of this activity in their records and reports.
In case of
absence or disability of the Treasurer, the President may appoint a Treasurer
Pro-Tem. If required by the Board of Directors, the Treasurer shall give 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. The Treasurer shall
keep an account of all monies received and expended for the use of the
corporation, and shall make disbursements of over $500.00 only upon bills
approved in by the Board of Directors. He/She shall deposit all sums received
in the bank or banks or trust company approved by the Board of Directors, and
make a report at the annual meetings or when called upon by the President. The
funds, books, and bills in his/her hands, shall at all times be under the
supervision of the Board of Directors and subject to its inspection and
control. At the expiration of his/her term of office, he/she shall undertake a
concurrent internal review along with the incoming Treasurer of all Space Force
Veterans assets and deliver all books, monies, and other property to the
incoming officer.
The Treasurer
will file all papers necessary to reincorporate the organization with the State
of Florida annually and will notify the Board of Directors of the results of
this submission.
Section 3. Secretary. It shall be the
duty of the Secretary to give notice of and attend all meetings of the
corporation and prepare minutes thereof. The Secretary shall prepare and mail
reports of all special and regular meetings to the general membership within ninety
(90) days of that meeting; to conduct all correspondence and to carry into
execution all orders, votes, resolutions not otherwise committed and to keep a
list of the members of the corporation.
In case of
absence or disability of the Secretary, the President may appoint a Secretary
Pro-Tem. If required by the Board of Directors, the Secretary shall give 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.
Section 4. Chair Persons. It shall be
the duty of the Chair Persons to hold positions in place (in lieu) of
identified Board of Directors for which they are an alternate for and at the
direction of the President which will include but not be limited to such duties
as directing membership activities, directing public affairs, publishing a
timely newsletter, assisting with liaison activities of other veterans’
organizations.
ARTICLE VIII
Suspension or
Expulsion of Members
A member may be
expelled or suspended as provided in these sections and otherwise specified in
these Bylaws.
Section 1.
A member renders him/herself liable to suspension or expulsion if:
A. He/she
refuses or neglects to give effect to any decision of the corporation or of the
Board of Directors,
B. He/she
violates any of these Bylaws,
C. He/she has
been declared by a court of competent jurisdiction to have committed a fraud
(to include Stolen Valor), to be insane, to be otherwise incompetent or he/she
is convicted of a crime involving moral turpitude, or
D. He/she is
found by the Board of Directors to be guilty of any act that reflects discredit
upon the members of the corporation.
Section 2.
Any complaint or charge proffered against a member under this Article shall be
filed in writing with the Secretary who shall forward the same to the Board of
Directors.
ARTICLE IX
Contracts,
Loans, Checks and Deposits
Section 1. Contracts. 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 corporation, and such authority may be general, or confined to specific
instances. If the authority to be vested is an agent to enter into any contract
on behalf of the corporation is to be general, such authority shall be reduced
to writing. In any event, the authority of the officer or officers, agent or
agents, may be revoked for cause. All such contracts must be evaluated by the
Executive Board at a minimum, preferably the full Board of Directors, and by
corporate legal counsel if deemed necessary by the Executive Board/Board of
Directors.
Section 2. Loans. No loan shall be
contracted on behalf of the corporation and no evidences of indebtedness issued
in the name of the corporation unless authorized by a resolution of the Board
of Directors. Such authority shall be reduced to writing and may be revoked for
cause shown.
Section 3. Checks, Drafts, etc. The
Treasurer, President or President-Elect shall sign all checks, drafts or other
orders for the payment of money, notes, or other evidences of indebtedness
issued in the name of the corporation. No officer of the corporation upon his/her
discretion will spend or otherwise make expenditure in excess of five hundred
($500.00) without the Executive Board/Board of Directors’ approval.
Expenditures up to the amount of $500.00 may be drawn upon solely by the
signature of the Treasurer.
Section 4. Deposits. All funds of the
corporation not otherwise employed shall be deposited from time to time to the
credit of the corporation in such banks, trust companies, or other depositories
as the Board of Directors may select.
ARTICLE X
Fiscal Year
The fiscal year
of the corporation shall begin on the first day of November and end on the last
day of October in each year.
ARTICLE XI
Amendments
These Bylaws may
be amended or new Bylaws may be adopted at a regular meeting by a two thirds
(2/3) vote of the Fellow membership present. Notice of such amendments and/or
the proposed new Bylaws must be mailed to the last recorded address of each
member at least ten (10) days before the time appointed for the meeting. Voting
may be conducted via mail in ballots or ballots received via FAX or other
electronic means if so approved by the Board of Directors. The Elections
Committee Chair will ensure the validity of the electronic ballot.