ARTICLE I. NAME AND OFFICES
Name. The name of the organization is Veterans Studies Association, heretofore referred to as “the Association.”
Principal Office. The principal office of the Association shall be located at or at 1043 Ingot Street Hancock, Michigan 49930, or such place as the Executive Board of Directors may fix from time to time. The Executive Board is authorized to change the principal office of the Society without amendment to these bylaws.
Registered Office. The registered office of the Association is required by law to be maintained in the State of Michigan; its address may be, but need not be, identical to the principal office.
Other Offices. The Association may have offices at such other places, either within or outside the State of Michigan, as the Executive Board may designate, or as the affairs of the Society may require from time to time.
ARTICLE II. PURPOSE, ACTIVITIES, NONPROFIT STATUS, AND MEMBERSHIP
1. Purpose. The Association exists in accordance with Rev. Rul. 67-148, 1967-1 C.B. 132, which includes organizations formed to increase the knowledge of its members and the public through research, study, and involving its members, qualified for exemption under section 501(c)(3) as an educational organization. Specifically, the Association exists to encourage and disseminate rigorous scholarship about the interactions of military veterans and their families with civilian societies in order to inform public understanding, teaching, service, and advocacy.
2. Activities. The activities of the Association include, but are not limited to the following:
a) To foster and encourage scholarship, research, and interest in veterans studies
b) To build and sustain a network of diverse scholars who share the Association’s interests and goals;
c) To provide education and mentorship in scholarship, research methods, and praxis to advance the goals of the Association
d) To support, publicize, and sponsor events at conferences;
e) To publish a peer-reviewed journal
3. Non-Profit Status. The Association is organized under the Michigan Nonprofit Corporation Act and shall operate exclusively for charitable, literary, and educational purposes under section 501(c)(3) and 170(c)(2) or their successor provision(s) of the Internal Revenue Code, or any corresponding section of any future federal tax code.
4. Membership. The Association shall have members.
ARTICLE III. EXECUTIVE BOARD
1. General Rights and Powers. The Association shall elect an Executive Board which shall have general power to control and manage the affairs and property of the Association in accordance with these Bylaws and the purposes of the Association. The Association, with approval from the Advisory Board (defined below) on certain issues, is responsible for overall policy and direction of the Association and may delegate responsibility for day-to-day operations to individual Executive Board Directors or to Members of the Advisory Board as defined in Article III, Section 5. Specific powers of the Executive Board include but are not limited to:
a) defining the mission, goals, and objectives of the Association, and assigning priorities among the goals and objectives when needed;
b) reviewing and approving, in conjunction with the Advisory Board, the Association’s budget;
c) raising the financial resources required to meet the Association’s goals and objectives with the assistance of the Advisory Board and other members, and
d) establishing general fundraising policies; and conducting an annual review and evaluation of the Association’s performance of the goals and objectives of the highest priority.
2. Number and Qualifications. The number of Executive Board Directors shall be five and shall consist of the President, Vice-President, Treasurer, Secretary, and immediate past President. Executive Board Directors need not be residents of the State of Michigan.
3. First Full Executive Board. The individuals elected by the Association prior to its incorporation shall serve as Directors of the first full Executive Board until their elected term is completed. The first full Executive Board shall complete the organization of the Association.
4. Election and Term of Office. To become an Executive Board Director, a person shall be nominated by the Nominating Committee and elected by a majority of the Advisory Board members. The Nominating Committee shall be comprised of the Immediate Past President (who will serve as chair of the committee), one member of the Executive Board, and two members of the Association, all three of whom shall be selected by the Immediate Past President. Every two years at the annual Advisory Board meeting, an Executive Board slate of nominations is presented to the Advisory Board members for election purposes. Once elected, Executive Board Directors shall serve for a term of two years, or until a successor is duly elected or appointed. Executive Board members serve a two-year term of office that begins Jan. 1 and concludes Dec. 31 two years later. President and Vice President are elected in even years, Treasurer and Secretary are elected in odd years.
For continuity in the Association’s operations, elected Executive Board Directors make a four-year commitment by agreeing to run for reappointment to the elected office or to run for another Executive Board Director’s position after two years (i.e. President, then Past-President). Each Executive Board Director shall hold office until his or her term expires; or until his or her death, resignation, removal, disqualification, or his or her successor has been elected or appointed. Any Executive Board Director may resign at any time by giving written notice to the Executive Board. Any Executive Board Director may be removed at any time with or without cause by two-thirds vote of the full Advisory Board. An Executive Board Director who misses three consecutive meetings shall be automatically removed, but may be reinstated by a vote of a majority of the full Advisory Board for good cause shown. Vacancies occurring in the Executive Board may be filled by the remaining members of the Executive Board, even though less than a quorum, or by the members of the Advisory Board. A director elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
5. Advisory Board. In addition to an Executive Board, the Association shall also have an Advisory Board with its own Members. The Advisory Board, nominated by the Executive Board, shall be at least three, but no more than nine, individuals or institutional representatives who have a current connection or interest in the advancement of the Association and its mission, and are willing to provide advice and counsel to the Executive Board. At the annual meeting of the Advisory Board, the Executive Board Directors present a slate of potential Advisory Board Members for the Advisory Board to vote on. This slate adds and removes Advisory Board Members with a simple majority. To create this slate, the Vice-President queries the Advisory Board members annually to discern which members would like to resign and queries the entire Association membership for nominations to the Advisory Board. After serving as a member in good standing for 9 years, members may choose to continue to serve in an Ex Officio capacity. This annual meeting is open to all Association members, but only regular Advisory Board members vote. In addition to any duties and power conferred on it by the Executive Board, the Advisory Board shall attend Executive Board meetings and serve as mentors at coalition sessions. The designation of any committee and the delegation thereto of authority shall not relieve the Executive Board, or any member of the Executive Board, of any responsibility or liability, imposed upon it or him or her by law.
6. Quorum and Voting. Four members of the full Executive Board shall constitute a quorum for the transaction of any business. Except as otherwise provided in these Bylaws, the vote of the majority of the Executive Board Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Executive Board. If at any meeting of the Executive Board there shall be less than a quorum present, the Executive Board Directors present may adjourn the meeting until a quorum is obtained. Approval of a transaction in which one or more Executive Board Directors have an adverse interest shall require a majority, not less than two, of the disinterested Executive Board Directors present, even though less than a quorum.
7. Meetings. The Executive Board shall hold one annual meeting via video or telephone conferencing, and one meeting at the Veterans in Society Conference, which occurs every other year. The meetings will be scheduled by the President, and Executive Board Directors will be notified by mail, telephone, or email no less than two weeks in advance of the meeting. Special meetings of the Executive Board may be called by or at the request of the President or any three Executive Board Directors and may be held at appropriate times during the year. Notice must be given at least one week in advance by any usual means of communication to each member of the Executive Board, and any action taken at a special meeting shall be voidable upon a failure to obtain acknowledgment of receipt of notice from any member of the Executive Board. Such notice need not specify the purpose for which the meeting is called. Meetings may be held at any time without notice if all the Executive Board Directors are present, or if at any time before or after the meeting those not present waive notice of the meeting in writing. Action on specific items can be taken by the Executive Board by a mail ballot, or by similar usual means of communication, signed by a majority of the full Executive Board, except as otherwise provided in these Bylaws. Roberts Rules of Order, as last revised, shall govern all meetings of the Executive Board, the Advisory Board, and the meetings of the entire membership of the Association.
8. Participation Other Than in Person. Any individual on the Executive Board Directors and/or Advisory Board, may participate in a meeting of the Executive Board by means of a video or telephone conference or similar device that allows all persons participating in the meeting to hear and ideally, see each other, and an Executive Board Director or Advisory Board Member who participates by such means shall be deemed present in person at such meeting.
9. Waiver of Notice. Any Executive Board Director or Advisory Board Member may waive notice of any meeting. The attendance by an Executive Board Director or Advisory Board Member at a meeting shall constitute a waiver of notice of such meeting, except where an Executive Board Director or Advisory Board Member attends a meeting for the expressed purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Failure of an Executive Board Director or Advisory Board Member who did not attend a meeting held without proper call or notice to file with the Secretary of the Association her/his written objection to the holding of the meeting or to any specific action taken promptly after having knowledge of the action taken and of the insufficiency of notice shall constitute ratification of the action taken at the meeting.
10. Informal Action by Executive Board Directors and/or Advisory Board Members. Any action that is required or permitted to be taken at a meeting of the Executive Board or the Advisory Board may be taken without a meeting if the action is taken by all Directors or Members, as applicable, or by a majority vote of the Directors or Members if all Directors or Members were given notice of the pending action and an opportunity to vote. The action must be evidenced by one or more written resolutions signed by each Executive Board Director or Advisory Board Member, as applicable, before or after such action, describing the action taken, and that Director or Member’s vote, which resolutions shall be included in the corporate minutes or filed with the corporate records. Action taken as provided in this Section is effective when the last Executive Board Director or Advisory Board Member, as applicable, signs the resolution, unless the resolution specifies a different effective date. A resolution signed pursuant to this Section has the effect of a meeting vote and may be described as such in any document.
11. Presumption of Assent. An Executive board Director or Advisory Board Member who is present at a meeting of their respective Board when corporate action is taken shall be deemed to have assented to the action taken unless that Director or Member objects at the beginning of the meeting (or promptly upon that Director’s or Member’s arrival) to holding it or transacting business at the meeting, unless that Director’s or Member’s dissent or abstention from the action shall be entered in the minutes of the meeting or unless that Director or Member shall file written notice of dissent or abstention to such action with the presiding officer of the meeting before the adjournment thereof or with the Association immediately after adjournment of the meeting. Such right of dissent or abstention shall not apply to any Director or Member who voted in favor of the action taken.
12. Committees. The Executive Board, with the consent of the Advisory Board, may create committees which shall have and may exercise such powers as conferred or authorized by the resolutions creating them. The Executive Board president shall oversee the appointment of the chairpersons of all committees as consistent with the Association’s policies and procedures.
13. Limitations of Delegation. In accordance with Section 528 of the Michigan Nonprofit Corporation Act, the Executive Board may not delegate to any committee the following powers:
a) To authorize distributions;
b) To approve dissolution, merger, or the sale, pledge or transfer of all or substantially all of the Association’s assets;
c) To elect, appoint or remove directors, or fill vacancies on the Executive Board or on any committees of the Executive Board; and
d) To adopt, amend or repeal the articles of incorporation or bylaws of the Association.
ARTICLE IV. OFFICERS
1. Officers. The officers of the Association (who shall also be Directors on the Executive Board) shall consist of the President, Vice-President, Treasurer, Secretary, and such subordinate officers as the Executive Board may appoint or authorize the President to appoint. Any two or more offices may be held by the same person, but no officer may act in more than one capacity where action of two or more officers is required
2. Election and Term of Office. The Nominating Committee shall nominate the Officers of the Association and they shall be elected by a majority of the Advisory Board every two years. Each Officer shall hold office for two years or until his or her death, resignation, retirement, removal or disqualification or until his or her successor has been elected and qualified.
3. Resignation. An Officer may resign at any time by communicating such officer’s resignation to the Association. A resignation is effective when it is communicated unless it specifies in writing a later effective date. If a resignation is made effective at a later date and the Association accepts the future effective date, the Executive Board, with the assent of the Advisory Board, may fill the pending vacancy before the effective date if the Executive Board provides that the successor does not take office until the effective date.
3. Vacancies. The term of office of any Officer shall terminate upon December 31 following the election and qualification of a successor or upon the effective date of his or her resignation submitted in writing to the Secretary of the Executive Board, upon his or her death, or upon a vote of two-thirds of the full Executive and Advisory Boards to remove him or her from office if in their judgment the best interests of the Association will be served thereby. Any vacancy among the Officers shall be filled by the Executive Board, with the assent of the Advisory board, by election at any regular meeting.
4. President. The President shall chair the Annual Meeting and other meetings of the Executive Board and shall perform the following duties and responsibilities:
a) appoint the chairpersons of all Executive Board committees and serve as a liaison among the Association’s Executive Board, its Advisory Board, its committees and the staff;
b) maintain liaison as needed with foundations supporting the Association and other potential funding sources;
c) facilitate and coordinate the Executive Board’s discharge of its responsibilities as set forth in the Bylaws and by Executive Board resolutions, with the assent of the Advisory Board; and
d) assume such other responsibilities as provided in the Association’s Bylaws or may be directed by the Executive Board.
5. Vice-President. The Vice-President shall have such powers and perform such duties as the Advisory Board may prescribe or as the President may delegate, provided that the Vice-President shall sit in the stead of the President in her absence. In addition, the Vice-President presents the Advisory Board Members with the annual slate of Advisory Board membership for acceptance as outlined in Article III, Section 4.
6. Treasurer. The Treasurer shall have custody of all funds, securities and assets of the Association, reporting at each meeting on the status of the Association’s receipts and disbursements; preparing or causing to be prepared a true statement of the Association’s assets and liabilities within a reasonable time after the close of each fiscal year; and making financial information available to Executive Board Directors, Advisory Board Members and to the public. The Treasurer shall have other responsibilities as the Executive Board may prescribe.
7. Secretary. The Secretary shall keep minutes of all meetings of the Executive Board and Advisory Board, including all votes and resolutions adopted; the recording of all Corporate documents and records; the issuing of notices for the Annual meeting and for other meetings of the Executive and Advisory Boards; and the filing of all reports required by governmental authorities. The Secretary shall have other responsibilities as the Executive Board may prescribe.
In the absence of the Treasurer or Secretary or in the event of his or her death, inability or refusal to act, the Vice-President, unless otherwise determined by the Executive Board, shall perform the duties of either office, and when so acting shall have all the powers of and be subject to all the restrictions upon the offices.
8. Other Officers. The duties and terms of office of any Officer appointed pursuant to Section I of this Article shall be specified by the Executive and Advisory Boards or by the President if so authorized by the Executive and Advisory Boards. The Immediate Past-President serves as the Chair of the Nominating Committee as outlined in Article III, Section 4.
9. Compensation of Officers. No officer may receive any compensation, except as reimbursement for reasonable expenses expended on behalf of or in service to the Association and authorized in advance by the Executive Board. The same holds for Executive Board Directors, Advisory Board Members, and Committee Members.
ARTICLE V. INDEMNIFICATION OF EXECUTIVE BOARD DIRECTORS, ADVISORY BOARD MEMBERS, OFFICERS, AND OTHERS.
1. Definitions. For purposes of this Article V, the following definitions shall apply:
a) “Act” means the Michigan Nonprofit Corporation Act
1994, and all amendments and additions thereto.
b) “Association” means The Association of Veterans Studies, as a corporation as such term is defined in Section 106(2) of the Act.
c) “Director” means an individual who is or was a director of the Executive Board Association. “Director” includes, unless the context requires otherwise, the estate or personal representative of a Director.
d) “Expenses” means expenses of every kind incurred in defending a Proceeding, including but not limited to, legal, accounting, expert and investigatory fees and expenses.
e) “Indemnified Officer” shall mean each Officer of the Association who is also a Director of the Association and any other officer of the Association who is designated by the Executive Board from time to time as an Indemnified Officer. An Indemnified Officer shall be entitled to indemnification hereunder to the same extent as a Director. “Indemnified Officer” includes, unless the context requires otherwise, the estate or personal representative of an Indemnified Officer.
f) “Liabilities” means any obligation to pay any or all of the following: a judgment, a settlement, a penalty, a fine (including an excise tax assessed with respect to an employee benefit plan) and reasonable expenses, including, but not limited to, attorney’s fees of opposing parties incurred with respect to a Proceeding.
(g) “Advisory Board Member” means an individual who is or was a Member of the Advisory Board of the Association. “Member” includes, unless the context requires otherwise, the estate or personal representative of a Member.
(h) “Proceeding” means any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, whether formal or informal, and any appeal therein (and any inquiry or investigation that could lead to such a proceeding).
2. Statement of Intent. The Association shall indemnify the Executive Board Directors, the Advisory Board Members, and the Indemnified Officers to the maximum extent permitted by the Act.
3. Indemnification. In addition to, and not in any way in limitation of, all indemnification rights and obligations otherwise provided by law, the Association shall indemnify and hold harmless its Executive Board Directors, Advisory Board Members, and Indemnified Officers against all Liabilities and Expenses in any Proceeding (including, without limitation, a Proceeding brought by or on behalf of the Association itself) arising out of their status as Executive Board Directors, Advisory Board members or officers; provided, however, that the Association shall not indemnify an Executive Board Director, Advisory Board Member, or an Indemnified Officer against Liabilities or Expenses that such person may incur on account of activities of such person which at the time taken were known or believed by him or her to be clearly in conflict with the best interests of the Association. The Association shall also indemnify each Executive Board Director, Advisory Board Member, and Indemnified Officer for his or her reasonable costs, expenses and attorney’s fees incurred in connection with the enforcement of the right to indemnification granted herein, if it is determined in accordance with Section 4 of this Article V that the Executive Board Director, Advisory Board Member or Indemnified Officer is entitled to indemnification hereunder.
The Executive Board shall have the authority to adopt such resolutions pertaining to the implementation of this Section 3 of this Article V as it may from time to time determine, and such resolutions shall be given full effect, even though they supplement, amplify or go beyond the provisions of this Section 3 of this Article V, provided and to the extent such resolution does not violate any provision of the Act or the Articles of Incorporation. This Article V, Section 3 shall be construed in a manner to fully effect the purpose and intent of the resolution of the Executive Board Directors approving and adopting this provision.
4. Determination. Any indemnification under Section 3 of this Article V shall be paid by the Association in a specific case only after a determination that the Executive Board Director, Advisory Board Member, or Indemnified Officer has met the standard of conduct set forth in Section 3 of this Article V. Such determination shall be made:
a) by the Executive Board by a majority vote of a quorum consisting of the members thereof not at the time parties to the Proceeding;
b) if a quorum cannot be obtained under Section 4(a), by a majority vote of a committee duly designated by the Executive Board (in which designation members thereof who are parties to the Proceeding may participate), consisting solely of two or more members of the Executive Board not at the time parties to the Proceeding;
c) by special legal counsel (i) selected by the Executive Board or a committee thereof in a manner prescribed in Section 4(a) or (b); or (ii) if a quorum of the Executive Board cannot be obtained under Section 4(a) and a committee cannot be designated under Section 4(b), selected by a majority vote of the full Executive Board (in which selection members thereof who are parties in the Proceeding may participate).
The Executive Board shall take all such action as may be necessary and appropriate to enable the Association to pay the indemnification required by this Article V.
5. Advances for Expenses. The Expenses incurred by an Executive Board Director, an Advisory Board Member, or an Indemnified Officer in defending a Proceeding may be paid by the Association in advance of the final disposition of such Proceeding as authorized by the Executive Board in the specific case upon receipt of an undertaking by or on behalf of the Executive Board Director, Advisory Board Member, or Indemnified Officer to repay such amount unless it shall ultimately be determined that such person is entitled to be indemnified by the Association against such Expenses. Subject to receipt of such undertaking, the Association shall make reasonable periodic advances for Expenses pursuant to this Section 5, unless the Executive Board shall determine, in the manner provided in Section 4 of this Article V and based on the facts then known that indemnification under this Article V is or will be precluded.
6. Reliance and Consideration. Any Executive Board Director, Advisory Board Member, or Indemnified Officer who at any time after the adoption of this Article V serves or has served in any of the aforesaid capacities for or on behalf of the Association shall be deemed to be doing or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein. Such right, however, shall not be exclusive of any other rights to which such person may be entitled apart from the provisions of this Article V. No amendment, modification or repeal of this Article V shall adversely affect the right of any Executive Board Director, Advisory Board Member, or Indemnified Officer to indemnification hereunder with respect to any activities occurring prior to the time of such amendment, modification or repeal.
7. Insurance. The Association may purchase and maintain insurance on behalf of its Executive Board Directors, Advisory Board Members, officers, employees and agents against any liability asserted against or incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the Association would have the power to indemnify such person against such liability under the provisions of this Article V or otherwise. Any full or partial payment made by an insurance company under any insurance policy covering any Executive Board Director, Advisory Board Member, officer, employee, agent or other person identified above made to or on behalf of a person entitled to indemnification under this Article V shall relieve the Association of its liability for indemnification provided for in this Article V or otherwise to the extent of such payment, and no insurer shall have a right of subrogation against the Association with respect to such payment.
The Association may be required to maintain a general liability insurance policy and a Directors and Officers insurance policy in a manner and in an amount set by the current Executive Board.
8. Savings Clause. If this Article V or any portion hereof shall be invalidated on any ground by any court or agency of competent jurisdiction, then the Association shall nevertheless indemnify each person indemnified hereunder to the fullest extent permitted by the portion of this Article V that is not invalidated and also to the fullest extent permitted or required by applicable law.
ARTICLE VI. MEMBERSHIP
1. Qualifications. Membership in the Association is open to those interested in the objectives of the Association. The Association welcomes members regardless of race, creed, gender status, sexual orientation, national origin, socioeconomic status, or disability.
2. Dues. The Executive Board may determine from time to time, the amount of any annual dues payable to the Association by members, which amount the Advisory Board approves with a majority vote. Dues shall be payable in advance on the first day of January in each fiscal year. Dues shall be used for the day-to-day running of the Association as well as for any special activities undertaken by the Association.
3. Resignation. Any member may withdraw from the Association by not renewing her/his annual membership. Resigning members shall not be entitled to a refund of any dues paid prior to resignation.
4. Suspension. A member may be suspended for a period or expelled for cause such as violation of any of the bylaws or rules of the Association, or for conduct prejudicial to the best interests of the Association. Suspension or expulsion shall be by 2/3 vote of the Membership of the Advisory Board, provided that a statement of the charges shall have been mailed by registered mail to the member under charges at her last recorded address at least 15 days before final action is taken on the charges; this statement shall be accompanied by a notice of the time when and place where the Executive Board is to take action on the charges. The member shall be given an opportunity to present a defense at the time and place mentioned in such notice, prior to the Board taking any action. Suspended or expelled members shall not be entitled to a refund of any dues paid prior to suspension and/or expulsion.
Article VII. MISCELLANEOUS PROVISIONS
1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January each year and shall end on the 31st of December of that same year, unless otherwise determined by the Executive Board with the assent of the Advisory Board.
2. Exempt Activities. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes described in section 501(c)(3). No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
3. Amendments to the Bylaws. The Bylaws may be altered, amended or repealed and new Bylaws adopted upon the vote of two-thirds of the members of the Advisory Board present and voting at a duly constituted meeting, provided that notice of such proposed action, including the content thereof, be included in the call for the meeting.
4. Financial Controls. Each Officer and/or Director must have the approval of two other Directors before spending any amount over $250.00, and the approval of a majority of the Advisory Committee for any amount over $500.00. The approval may be obtained by email, with a printed copy of the correspondence to be kept with the Association’s financial records. The proposed expenditure shall be deemed to have received the prior approval of the Executive and Advisory Boards if and to the extent that it is included in the operating budget for the then current fiscal year.
5. Control of Articles of Incorporation. If there is a conflict between these Bylaws and any of the provisions of the Articles of Incorporation, the Articles of Incorporation shall control.
6. Dissolution. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
filed with the IRS 05.02.2019