Marine Corps Vietnam Tankers Historical Foundation Bylaws
Bylaws of the MARINE CORPS VIETNAM TANKERS HISTORICAL FOUNDATION, a Washington State 501(c)(19) Non Profit Organization.
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Marine Corps Vietnam Tankers Historical Foundation Bylaws
Bylaws of the MARINE CORPS VIETNAM TANKERS HISTORICAL FOUNDATION, a Washington State 501(c)(19) Non Profit Organization.
ARTICLE I
OFFICES Section 1.01 The principal office for the transaction of the activities and affairs of the MARINE CORPS VIETNAM TANKERS HISTORICAL FOUNDATION (hereinafter "Foundation") is located in the city of Federal Way in King County, Washington. The Board of Directors may direct the establishment of other offices as necessary for purposes of the Foundation. Section 1.02 The Foundation shall keep the original or a certified copy of its Articles and Bylaws, as amended to-date, at its principal office. The Articles and Bylaws shall be open to inspection by the Foundation Board of Directors at all reasonable times during normal office business hours.
ARTICLE II
PURPOSES Section 2.01 The purpose of this Foundation is to: (a) foster, encourage, and perpetuate the memory, spirit and comradeship-in-arms of Vietnam Marine Corps Tankers, Ontosmen and support personnel who served during the period known as the Vietnam War Era 1959 to 1975. (b) promote, through encouraging the study of the role of Marine Tankers and others during the Vietnam War Era, a deeper understanding of the United States Marine Corps and the Marines who served in that period. (c) promote and provide for the preservation, perpetuation, and appropriate publication and display of manuscripts, books, relics, pictures, articles, and all other things and information pertaining to the history of the United States Marine Corps Tankers during the Vietnam War Era, to include the raising of funds for these purposes. (d) promote, counsel, and provide support to organizations, both government and private, which are similarly committed to these objectives.
ACTIVITIES Section 2.02 In carrying out its purposes the Foundation may: (a) acquire and store documents, books, relics, artifacts, memorabilia, articles, and information pertaining to the history of the United States Marine Corps Tankers and others during the Vietnam War Era and promote and provide for their preservation, perpetuation, and appropriate exploitation and display to include the raising and investment of funds for these purposes. (b) engage in enterprises such as the operation of retail sales and similar enterprises whose purposes are to generate income to be directed to the support of historical research, the acquisition of historical artifacts, and other appropriate support of value to the official Vietnam War Era Marine Corps Tankers, Ontosmen and support personnel historical program. (c) provide support for Vietnam War Era Tankers, Ontosmen and support personnel historical programs through the solicitation of funds and the acquisition of gifts of value.
ARTICLE III
ELECTION OF DIRECTORS Section 3.01 Nominations and Solicitations for Votes. (a) Nominating Committee. The President/Chairman shall appoint a committee chair to select qualified candidates for election to the Board of Directors prior to the Board of Directors meeting and shall publish the list of candidates to all Foundation Board members. (b) Nominations from the Floor. If there is a meeting to elect Directors, any Board Member present at the meeting may place names of a candidate in good standing in nomination. (c) Mailing Election Material. On written request by any nominee for election to the Board and accompanying payment of the reasonable costs of mailing (including postage), the Foundation shall, within twenty (20) business days after the request (provided payment has been made), mail to all Foundation Board Members, or such portion of them as the nominee may reasonably specify, any material the nominee may furnish and that is reasonably related to the election, unless the Foundation within ten (10) business days after the request allows the nominee, at the Foundation's option, the right to do either of the following: (1) Inspect and copy the record of all the candidates names, addresses, and voting rights, at reasonable times, ten (10) business days prior to written demand on the Foundation, which demand shall state the purpose for which the inspection rights are requested; or (2) obtain from the Secretary of the Foundation, on written demand and tender of a reasonable charge, a list of the names, addresses, and voting rights of those Members entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled as of a date specified by the Member subsequent to the date of demand. The membership list shall be made available on or before but no later than ten (10) business days after the demand is received or after the date specified in it as the date by which the list is to be compiled. (d) Refusal to Publish or Mail Material. The Foundation may not decline to publish or mail material that it is otherwise required hereby to publish or mail on behalf of any nominee, on the basis of the content of the material, except that the Foundation or any of its agents, Officers, Directors or employees may seek and comply with an order of the Superior Court allowing them to delete material that the court finds will expose the moving party to liability. (e) Use of Foundation Funds to Support Nominee. Without authorization of the Board, no Foundation funds may be expended to support a nominee for Director after there are more people nominated for Director than can be elected.
Section 3.02 Vote Required to Elect Director. Candidates receiving the highest number of votes shall be elected as Directors. The Secretary shall maintain, until the next Board of Directors meeting, a list of the unsuccessful candidates and the number of votes each received.
ARTICLE IV
DIRECTORS Section 4.01 Number. The affairs of the Foundation shall be conducted by a Board of Directors (Board) consisting of not more than fourteen (14), nor less than five (5), persons. Section 4.02 A Bylaw specifying or changing the fixed number of Directors or the maximum or minimum number may be adopted only by approval of a majority of the Board Members. Section 4.03 The Board of Directors shall consist of the: (a) President/Chairman, Vice President/Chairman, Secretary, and Treasurer, elected as provided in Section 5.02, (b) Directors elected as provided in Section 3.02, (c) Immediate Past President/Chairman, who shall serve until the next election for President/Chairman or for a term not to exceed six (6) years. Section 4.04 Term of Office. The term of office of Directors shall be as follows: (a) The initial Directors shall serve terms of four years. A Director may serve more than one term, consecutive or otherwise. Section 4.05 Duties. The Board of Directors shall have the control and general management of the affairs and business of the Foundation. Such Directors shall in all cases act as a Board, and they may adopt such rules and regulations for the conduct of meetings and the management of the Foundation as they may deem proper, not inconsistent with these Bylaws and the laws of the State of Washington. Section 4.06 Meetings.
The Board of Directors shall meet at least
once annually. The meetings may be held at the location of the USMC
Vietnam Tankers Association Section 4.07 Notice of Meetings. A written or printed notice of each meeting of the Directors, specifying time and place of each meeting, shall be given by mail, fax, or other electronically relayed medium to each Director at least thirty (30) days before the date therein designated for such meeting. Section 4.08 Quorum . At any meeting of the Board of Directors, four (4) members of the Board shall constitute a quorum for the transaction of business; but in the event of a quorum not being present, a lesser number may adjourn the meeting to some future time not less than thirty (30) days hence. Section 4.09 Voting. At all meetings of the Board of Directors each Member of the Board is to have one vote. No proxy votes are allowed. Section 4.10 Vacancies. Vacancies on the Board occurring between meetings will be filled, until the next meeting of the Board of Directors, by the individual with the most votes from the list maintained in accordance with Section 3.02, if that person declines to serve then the persons with the next highest number of votes. When the list is exhausted, the vacancy shall be filled by a majority vote of the Board of Directors provided a quorum is present. The remaining unexpired term of any vacancy shall be filled by election by the Board of Directors at the next meeting of the Board. Section 4.11 Removal of Directors. Directors may be removed by any one of the following three methods: (a) Any and all Directors may be removed without specific cause if such removal is approved by a majority of the Members of the Board of Directors; or (b) Any Director may be removed from office in case of fraudulent or dishonest acts or gross abuse of authority or discretion and may be barred from re-election. (c) Any one or more of the Directors may be removed for specific cause at any time by a vote of (2/3) two-thirds of the Members of the Board of Directors at any special meeting called for this purpose, or at any regular meeting where their intentions to vote on removal have been indicated in advance in writing, but only after opportunity to be heard shall have been given to the Member to be so dealt with. All Directors shall have advanced written notice of such intent and shall afford any Director whose removal is to be considered, an opportunity to be heard. Section 4.12 Qualifications. All Directors shall be Members of the Foundation in good standing.
ARTICLE V
OFFICERS Section 5.01 The elected Officers of this Foundation shall be as set forth below: President/Chairman Vice President/Chairman Secretary Treasurer (3) Directors. Note: See Article IV, Section 4.02 Section 5.02 Election. The President/Chairman and Vice President/Chairman shall be elected by the Board of Directors at the Annual Meeting, except as hereinafter specifically otherwise provided, shall take office the day following the Annual Meeting, and shall hold office for the term of four (4) years or until their successors are elected. In case of death or resignation of any Officer other than President/Chairman or Vice President/Chairman, the successor shall be appointed by the President/Chairman until the next Annual Meeting of the Board of Directors. In case the President/Chairman or the Vice President/Chairman vacates his office for any reason, the Board of Directors shall elect a successor to fill the unexpired term. The Secretary and Treasurer shall be appointed by the members of the Board of Directors. Section 5.03 No individual shall hold more than one office, as defined in Section 5.01, concurrently. A Director who is elected President/Chairman or Vice President/Chairman does not create a vacancy in the number of Directors. Section 5.04 One or more Assistant Secretaries and Assistant Treasurers shall be appointed by the President/Chairman as may be necessary or advisable to serve during the term of the President/Chairman or at his pleasure. Section 5.05 The nominees for President/Chairman and Vice President/Chairman receiving a majority of the votes by the Board of Directors shall be declared elected. Section 5.06 Qualifications. All Officers shall be Members of the Foundation in good standing. It is noted that the Foundation is a “membership organization” in that its Board of Directors membership is routinely drawn from the active membership of the USMC Vietnam Tankers Association – also a 501(c)(19) non-profit Vietnam War Marine Tankers organization. Every active member of the USMC Vietnam Tankers Association is, by extension, a (non voting) member of the Foundation.
Section 5. 07 Duties of Officers. The duties and powers of the Officers of this Foundation shall be as follows: (1) President/Chairman. (a) The President/Chairman shall preside at all meetings of the Members and Board of Directors. (b) He shall present at each meeting of the Members and annual meeting of the Directors, a report of the condition of the business of the Foundation. (c) He shall cause to be called irregular and special meetings of the Directors in accordance with these Bylaws. (d) He shall, as he may deem necessary or advisable, appoint and remove, employ and discharge and fix compensation of all servants, agents, employees and clerks of the Foundation other than the duly appointed Officers, subject to the approval of the Board of Directors. (e) He shall appoint such committee chairs as he may deem necessary or advisable. (f) He shall supervise the Treasurer and the Secretary in their making all of contracts and agreements in the name of the Foundation. (g) He shall see that the books, reports, statements, and certificates required by statute are properly kept, made and filed according to law. (h) He may appoint a Board Member, subject to objection only by the Board’s majority vote. (2) Vice President/Chairman. (a) During the absence or inability of the President/Chairman to render and perform his duties or exercise his powers as set forth in these Bylaws or in the acts under which this Foundation is formed and organized, the same shall be performed and exercised by the Vice President/Chairman and (b) when so acting he shall have the same powers and be subject to the same responsibilities hereby given to or imposed upon the President/Chairman. (3) Secretary. (a) The Secretary shall keep minutes of the meetings of the Board of Directors and the Executive Committee in appropriate books. (b) He shall give and service all notices of the Foundation. (c) He shall be custodian of the records and seal and affix the latter when required. (d) He shall maintain an updated copy of all past and current Board Members; their post office address, e-mail address, and phone number. (e) He shall present to the Board of Directors at their stated meetings, all communications, other than of routine nature, officially addressed to him. (f) He shall attend to all correspondence and perform all duties incidental to the office of Secretary. (g) He shall have the power to sign, make and endorse in the name of the Foundation all checks, drafts, warrants, and orders for the payment of money, and pay out and dispose of same, and receipt therefore under the direction of the Board of Directors. If the amount is greater than $1,000, both the Treasurer and the Secretary must sign. (4) Treasurer. (a) The Treasurer shall have the care and custody of and be responsible for all the funds and securities of the Foundation in such bank or banks, trust company or companies, or safe deposit vaults as the Board of Directors may designate. (b) He shall also have the power to sign, make and endorse in the name of the Foundation all checks, drafts, warrants and orders for the payment of money, and pay out and dispose of same, and receipt therefore under the direction of the Board of Directors. If the amount is greater than $1,000, both the Treasurer and the Secretary must sign. (c) He shall exhibit at all reasonable times his books and accounts to any Director of the Foundation upon application at the office of the Foundation during normal business hours. (d) He shall render a statement of the condition of the finances of the Foundation at each regular meeting of the Board of Directors and at such times as shall be required of him, and a full financial report at the annual meeting of the Board of Directors. (e) He shall keep at the office of the Foundation correct books of account of all of its business and transactions and such other books of account as the Board of Directors may require. (f) He shall do and perform all duties appertaining to the office of Treasurer. (g) He shall, if required by the Board of Directors, give a bond or such security for the faithful performance of his duties as the Board of Directors may require. (5) Directors. The Directors shall serve on the Board as representatives of the Foundation. (a) They shall attend meeting of the Board of Directors. (b) They shall not attend meetings of the Executive Board unless by special invitation. (c) They shall vote on all issues brought to the attention of the Board of Directors that require said vote.
ARTICLE VI
FOUNDATION MEMBERS Section 6.01 Membership. Subject to approval of the Board of Directors and within the rules governing the 501(c)(19) nonprofit status, membership on the Foundation Board shall be open to all individuals and institutions interested in the purposes for which the Foundation was incorporated. Routinely, Board members are routinely drawn from the active membership of the USMC Vietnam Tankers Association. No Member shall have any interest or property right in the assets of the Foundation and no Member shall hold more than one membership in the Foundation. There shall be four (4) classes of membership. Section 6.02 Qualification for Membership. (a) Charter Member. An individual who joined within the first three years after incorporation of the Foundation. (b) Regular Member.
Special Member. Approved at the discretion of the Board. (c) Life Member. Any individual who, at any time, makes a minimum one-time contribution of $ 1000 or $100 per year for 10 years. (d) Institutional Member. Organizations, corporations, or other institutions, linked to the Marine Corps, which undertake to make an annual contribution in an amount determined by the Board of Directors. Section 6.03 Dues. Dues for membership, if assessed, shall be determined by the Board of Directors annually. Section 6.04 Application. The method of application for membership shall be determined by the Board of Directors and all applications are subject to review by the Board. Section 6.05 Expulsion. A Board Member may be expelled or suspended for improper conduct by a two-thirds (2/3) vote of the Directors present at any meeting of the Board providing a quorum is present, but only after reasonable opportunity to be heard shall have been given to the Member to be so dealt with. Section 6.06 Membership Certificates. Membership certificates shall not be issued, except for Charter Membership. Section 6.07 Membership Cards. Membership cards shall be issued upon joining the Foundation. Section 6.08 Transferability of Membership. Membership is nontransferable and non assignable.
ARTICLE VII
MEETINGS OF MEMBERS Regular Meetings. Section 7.01
The meeting of the Board of Directors shall be
held at such time and place as the Board of Directors may direct.
The Secretary shall serve written notice thereof to be published in the
Section 7.02 Quorum. The presence of six (6) Members who are entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time, not to exceed forty-five (45) days. If after the adjournment a new date of record is fixed for notice or voting, a notice of the adjourned meeting shall be given to each Member who is entitled to vote. Such notice, if given by mail, must be given not less than thirty (30) days before the date of such meeting. Section 7.03 Special Meetings. Special meetings of Members, other than the Annual Meeting above specified, may be called at any time by the President/Chairman with the consent of Executive Committee, or by majority vote of the Board of Directors. Notice of such special meetings shall be given in the same manner as notice for all meetings set forth below. Such notice shall state the purpose for which the meeting is called. No business other than that specified in the Notice of the Meeting shall be transacted at any special meeting of the Members. Section 7.04 Notice of Meetings. (a) General notice contents. All notices of meetings of Members shall be sent or otherwise given in accordance with this Section not less than thirty (30) days nor more than ninety (90) days before the date of the meeting. The notice shall specify the place, date, and hour of the meeting and those matters which the Board of Directors, at the time of giving the notice, intends to present for action by the Members, and those matters which Members are required or permitted to take action on. (b) Notice of certain agenda items. If action is proposed to be taken at any meeting for approval of any of the following purposes, the notice shall also state the general nature of the proposal. Member action on such items is invalid unless the notice or written waiver of notice states the general nature of the proposal(s) (i) Filling vacancies on the Board of Directors by the Members; (ii) Amending the Articles of Incorporation; (c) Manner of giving notice. The Secretary shall publish notice of the regular or
special meetings of the
Foundation Membership in the (d) Affidavit of mail in notice. An affidavit of the mailing or other means of giving any notice of any Members' meeting may be executed by the Secretary, or any other party of the Foundation giving the notice and, if so executed, shall be filed and maintained in the minute book of the Foundation. Section 7.05 Voting.
(a) Eligibility to vote. Persons entitled to
vote at any meeting of the Foundation Membership shall be
(b) Manner of casting votes. Each Foundation Member shall have one (1) vote. (c) Cumulative voting and voting by proxy are not authorized. (d) If a quorum is present, the affirmative vote of the simple majority of the Foundation Members represented at the meeting, entitled to vote and voting on any matter (other than the election of Directors) shall be the act of the Foundation Members. If the quorum present is less than one-third (1/3) of all Foundation Members entitled to vote, the only matters that may be voted on are those matters of which notice was given pursuant to Section 7.04 of these Bylaws. (e) Absentee voting. May be done by Mail, e-mail, or FAX so long as to not impede the rules of order then there existing.
ARTICLE VIII
RECORDS AND REPORTS Section 8.01 Inspection Rights Any Member of the Foundation may: (1) Inspect and copy the records of Members' names and addresses and voting rights during usual business hours on five (5) working days' prior written demand on the Foundation, stating the purpose for which the inspection rights are requested, and (2) Obtain from the Secretary of the Foundation, on written demand and on the tender of the Secretary's usual charges for such a list, if any, a list of names and addresses of Members who are entitled to vote for the election of Directors, and their voting rights, as of the most recent record date for which that list has been compiled, or as of a date specified by the Member after the date of demand. The demand shall state the purpose for which the list is requested. This list shall be made available to any such Member by the Secretary on or before but no later than twenty (20) days after the demand is received or the date specified in it as the date by which the list is to be compiled. Any inspection and copying under this section made be made in person or by an agent or attorney of the Member and the right of inspection includes the right to copy and make extracts. Section 8.02 Maintenance and Inspection of Articles and Bylaw. The Foundation shall keep at its principal office the original or a certified copy of the Articles and Bylaws as amended to date, which shall be open to inspection by the Foundation Members at all reasonable times during office hours. Section 8.03 Records. Maintenance and Inspection of Other Foundation Documents The accounting books maintained on Quicken, the records and minutes of proceedings of the Foundation Members and Board of Directors and any committee(s) of the Board of Directors shall be kept at such place or places designated by the Board of Directors. The minutes and accounting books and records shall be open to inspection on the written demand of any Member, at any reasonable time during usual business hours, for a purpose reasonably related to the Foundation Member's interests as a Member. The inspection may be made in person or by an agent or attorney, and shall include the right to copy and make extracts. These rights of inspection shall extend to the records of each subsidiary corporation of the Foundation. Section 8.04 Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the Foundation. This inspection by a Director may be made in person or by his agent or attorney, and the right of inspection includes the right to copy and make extracts of documents. Section 8.05 Annual Reports to Members. Nothing in these Bylaws shall be interpreted as prohibiting the Board of Directors from issuing annual or other periodic reports to the Members of the Foundation as they consider appropriate. However, the Foundation shall provide to the Directors, and to those Foundation Members who request in writing, within one hundred twenty (120) days of the close of its fiscal year. The fiscal year commences on 1 January and ends on 31 December of each year. A report containing the following information in reasonable detail: (1) The assets and liabilities, including the Foundation as of the end of the fiscal year. (2) The principal changes in assets and liabilities including trust funds, during the fiscal year, Ontosmen and support personnel including trust. (3) The revenues or receipts of the Foundation both unrestricted and restricted to particular purposes, for the fiscal year. (4) The expenses or disbursements of the Foundation, for both general and restricted purposes, during the fiscal year. (5) Any information required by the State of Washington.
ARTICLE IX
EXECUTIVE COMMITTEE Section 9.01 The Executive Committee shall consist of the President/Chairman, Vice President/Chairman, Secretary, and Treasurer and shall meet at the call of the President/Chairman or Vice President/Chairman, and an attendance of two Foundation Members shall constitute a quorum. Section 9.02 The Executive Committee may meet in person at a time and place designated by the President/Chairman or may be held via teleconferencing or by other electronic medium. The Executive Committee shall have power to act in place of the Board of Directors between meetings of the Board of Directors in all matters of management except: (1) The approval of any action which also requires approval of the Foundation Members or a majority of the foundation Members. (2) The filling of vacancies on the Board of Directors. (3) The fixing of compensation of the Directors for serving on the Board or on any committee. (4) The amendment or repeal of Bylaws or the adoption of new Bylaws. (5) The amendment or repeal of any resolution of the Board of Directors which, by its express terms, is not so amendable or repeal able. (6) The appointment of committees of the Board of Directors or Members thereof. (7) The expenditure of Foundation funds to support a nominee for Director after there are more people nominated for Director than can be elected. (8) The approval of any self-dealing transaction.
ARTICLE X
COMMITTEES Section 10.01 The President/Chairman will appoint committees chairs as necessary to meet the needs of the Foundation.
ARTICLE XI
PUBLICATION Section 11.01 The Board of Directors shall, if it deems it advisable, authorize a publication to be issued, and may authorize the President/Chairman to appoint the Editor in charge thereof and such others as may be necessary or advisable therefore. This includes news letters, more formal publications, and web-based electronic publications.
ARTICLE XII
POLITICS Section 12.01 Any political action or attempt to influence politics, local or national, by the Foundation or by the Foundation's Officers, Directors, Members, or employees acting for the Foundation, is absolutely prohibited.
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