SOUTH CAROLINA STATE COUNCIL
VIETNAM VETERANS OF AMERICA, INC.
First adopted at the VVA South Carolina State Council Meeting
Jan. 30, 1994
Amended August 09, 2006
Amended December 21, 2008
ARTICLE I: GENERAL
Section 1 – Objective
These By-laws support the Constitution of the Vietnam Veterans of America, Incorporated, herein called the “Constitution.” They provide extended details required to manage the South Carolina State Council of Vietnam Veterans of America, Inc.
Section 2 - Establishment
Having met all requirements for establishing the South Carolina State Council, the Council was established as a not-for-profit corporation pursuant to the appropriate provisions of the laws of South Carolina. The Council has completed the incorporation process and has adopted the Constitution of the Corporation as it is now in existence. The State Council will also execute such other instruments and documents as may be required, and forward the same to the Secretary of the Corporation.
Section 3 - Purposes
The purposes of the South Carolina State Council shall be to promote and enforce the principles and policies of the Corporation as set forth in the Constitution and in these By-Laws, and the rules and resolutions and the Code of Disciplinary Procedure of the Corporation.
ARTICLE II: MEMBERSHIP
Section 1 - Composition:
- Each Chapter and the “at Large” membership (VVA members not affiliated with a chapter) within South Carolina shall be represented on the South Carolina State Council.
- Each Chapter shall elect two delegates and two alternate delegates, as described in the Constitution, Article III, Section 4, Paragraph B, to the State Council, and these delegates shall represent the Chapter on all matters to come before the Council. Two “at large” members may be appointed by the Council as delegates. In the absence of any “at Large” members at any meeting, the Council president shall represent the “at Large” membership.
- Chapter representation and attendance shall be in accordance with the Constitution.
Section 2 – Voting Rights
- Each delegate in attendance at a meeting shall be entitled to one vote.
- The Council Board of Directors may vote electronically on behalf of the Council on urgent issues that must be resolved before the next scheduled or special meeting.
Section 3 – Associate Member Liaison
After written recommendation from the South Carolina Associates of Vietnam Veterans of America, Inc. (AVVA) the State Council shall seat a Liaison on the State Board of Directors, who shall serve as a non-voting Special Advisor to the State Council Board of Directors entitled to be heard on all matters.
ARTICLE III: OFFICERS
Section 1 - Offices
- The delegates to the South Carolina State Council shall elect from the membership within the state, whether Chapter or otherwise, a President, a 1st Vice President, a 2nd Vice President, a Secretary, and a Treasurer. Election of officers of the Council, held after December 31, 1986, shall, upon nomination, be by vote at a meeting of the Council to be held the 2nd calendar quarter of each even-numbered year. Officers shall serve for a term of two (2) years or until the seat held by such officer shall be deemed vacant pursuant to the provisions of the Constitution.
- Except as provided in Paragraph B of Section 2 of this Article, a vacancy in any office of the State Council shall be filled, for the unexpired term, by a vote of the delegates to the Council. The first order of business at the meeting immediately following such an event shall be the election of a member to fill the office so vacated.
- The Board of Directors consists of the Officers of the Council
Section 2 – Duties of Officers
- The South Carolina State Council President shall be the principal executive officer of the South Carolina State Council. He/she shall preside at all meetings of the Council, and shall appoint the chairpersons of all committees, subject to the approval of the Council. He or she shall be the formal representative of the Council to the Corporation on all matters. The State Council President shall execute all instruments or documents authorized for such execution by the Council, except where other persons have been expressly delegated that authority by the Council, VVA Constitution, or by the Board of Directors of the Corporation. The State Council President shall also review all fund-raising proposals which require the approval of the Board of Directors of the Corporation, as set forth in Article IV , Section 3 of the Constitution, and make a recommendation as to approval to the Board of Directors, and forward a copy of the recommendation to the Chapter and the Corporation, within fifteen (15) days of receipt of a completed proposal. The President of the State Council shall have the authority to ensure that all Chapters and the State Council are in compliance with all governmental statutes, rules and regulations.
- The South Carolina State Council 1st Vice-President shall assist the President. He/she shall perform the duties of the State Council President in the event of his or her inability or refusal to act, and shall perform such other duties as the Council may from time to time determine. In the event of the death, removal, or resignation of the State Council President, the Vice-President shall assume the position of President for the remainder of his or her term.
- The South Carolina State Council 2nd Vice-President shall serve as the Council Public Affairs Officer and the Chairperson of the Public Affairs Committee. He/she shall also assist the State Council President in public appearances, meetings with other organizations, and other duties of the President as directed.
- The Secretary shall attend all meetings and shall be the custodian of the minutes, correspondence, and other documents relating to the business of the Council. The Secretary shall record the minutes of the regular and special meetings of the Council, and shall provide each Chapter in the state with a copy thereof within a reasonable time after such meetings.
- The Treasurer shall attend all meetings of the Council and shall collect, receive, deposit, and disburse the funds of the Council as directed by the Council, and shall render financial statements and reports as may be requested by the Council or the Corporation, and shall perform such other duties as the Council shall assign to him or her.
- The South Carolina State Council President, 1st Vice-President and Treasurer shall be authorized to sign checks and drafts. These officers may be required to obtain a fidelity bond in accordance with the terms of the Constitution.
- The president, if a delegate or alternate prior to election, shall release that delegate seat and the affected chapter shall elect a replacement delegate or alternate.
ARTICLE IV: MEETINGS
Section 1 - Schedule
- Regular meetings of the South Carolina State Council are held on the second Sunday in March, June, September and December and at a location designated by the Council. Notice of any such regular meeting shall be given to the members of the Council by the Secretary at least twenty (20) calendar days prior to the meeting. Such notification may be in the form of an announcement in the State Newsletter
- Special meetings of the Council may be called by the President or by petition of twenty-five (25) percent of the registered delegates or their alternates to the Council. Written notice of any special meeting shall be given to each registered delegate of the Council at least ten (10) calendar days prior to any such special meeting. Notice shall be deemed to have been given upon a first-class mailing to all registered Council delegates at the address on file with the Council. The President of the Corporation may call a special meeting of the State Council when he or she deems such a meeting to be in the best interest of the Corporation.
Section 2 - Quorum
A quorum to conduct business shall be defined as representation by half of the fully chartered chapters in the state. At large membership shall not be considered in determining a quorum.
ARTICLE V: COMMITTEES
The Council has established the standing committees defined in Appendix II of these by-laws. It may also establish such special committees as are necessary or proper to the conduct of the business of the Council. Each of the standing committees shall perform the functions ascribed to it in Appendix II. The President of the State Council shall appoint the chairperson of such committees, who shall then appoint the members of said committees, subject to the approval of the State Council. The committee chair may nominate qualified non-members to serve as non-voting Special Advisors to the committee.
ARTICLE VI: FINANCE
Section 1 – Fund Raising
In accordance with the Constitution which states “Subject to the provisions of VVA Constitution and the rules, resolutions and procedures of the Corporation, each Council shall have the power to raise funds as are necessary to its operation in such manner as the Council deems appropriate, provided, however, that the State Council must seek to obtain the written permission of each Chapter located in a geographic area where the State Council proposes 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 fund-raising 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 State Council. Any denial of permission by a Chapter shall be subject to review by the entire State Council at its next regular meeting or at a special meeting. A two-thirds (2/3) vote of the entire State Council shall be required to overrule a Chapter.
Section 2 – Financial Controls
- Treasury record keeping, reporting, and maintenance shall be in accordance with the State Council Treasurers Handbook guidelines.
- The president may approve non-travel expenditures up to $150.
- The Council in assembly must approve all higher levels of non-travel expenditures except that the Board of Directors may approve higher spending levels when a decision must be made before the next regularly scheduled meeting.
- All Council business related travel expenses must be approved by the President, or designated alternate, using the approved travel expense form (Appendix III). Presidential business travel expenses are considered Council approved, not to exceed available funds.
- Financial records shall be reviewed annually. The Council may choose to do either an internal or independent review and may call for an audit at any time.
- Funds in excess of that required for the normal operation of the Council, as determined by the Council, shall be deposited in an investment account approved by the Council.
ARTICLE VII: FISCAL YEAR
The fiscal year of the South Carolina State Council shall commence on the first day of March and end on the last day of February in each year.
ARTICLE VIII: SEAL
The South Carolina State Council has provided a corporate seal, which is in the form of a circle and our Council and the state and year of incorporation.
ARTICLE IX: WAIVER OF NOTICE
Whenever any notice is required to be given pursuant to the provisions of the Articles of Incorporation of the Corporation or of the State Council, or the VVA 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.
ARTICLE X: REPORTING
The South Carolina State Council shall submit election, financial, and other required reports to the National Corporation as stated in the Constitution and will be subject to the prescribed actions for non-compliance.
ARTICLE XI: AMMENDMENTS TO THE BY LAWS
These by-laws (excluding any appendices) may be amended by a 2/3 majority at any regularly scheduled meeting, or special meeting called specifically for such purpose, upon 30 days advance notification to the Council delegates. Such notification may be in the form of an announcement in the State Newsletter.
South Carolina Chapters
as of August, 2016
CHAPTER 303 –
email@example.com (803) 788-9498
CHAPTER 523 –
Ramsey firstname.lastname@example.org (864)
CHAPTER 644 –
John E. Smith
email@example.com (864) 674-5536
780 – CHARLESTON,
CHAPTER 828 – BARNWELL,
925 – MYRTLE BEACH,
960 – MANNING,
Ron Cunningham firstname.lastname@example.org (803) 478-4300
1017 – WALHALLA, SC
Dave Bertges email@example.com (864) 882-7553
State Council Committees
A. The Public Affairs Committee shall act as a liaison between various committees of the South Carolina State Council with matters concerning the media. It also should be instrumental in publicizing in the communities the purposes, goals, roles, activities, and projects of the Corporation, State Council, and Chapters.
B. The Finance Committee shall provide oversight of the financial activities of the the South Carolina State Council and shall recommend policies on financial matters, to include, but not limited to, assisting and consulting with the Treasurer on all financial planning, budgeting, reporting, and other related matters.
C. The POW/MIA Committee shall seek and promote the fullest accounting of those still listed as POW/MIA's in Southeast Asia and any other areas of the world, regardless of the conflict that initiated their disappearance. The committee shall disseminate information received on the POW/MIA issue to the National Board of Directors, State Councils, Chapters, POWIMIA families and friends, and VVA membership as called upon.
D. The Constitution Committee shall serve to advise the Board of Directors as to matters of interpretation of the provisions of these By-Laws, in accordance with guidelines and determinations of the Corporation.