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Presented by Jim Martin State Judge Advocate

VFW School of Instruction. BY-LAWS. Presented by Jim Martin State Judge Advocate. A bylaw is a rule governing the internal management of an organization, such as a business corporation. Bylaws cannot countermand governmental law. In a business situation, bylaws are drafted

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Presented by Jim Martin State Judge Advocate

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  1. VFW School of Instruction BY-LAWS Presented by Jim Martin State Judge Advocate

  2. A bylaw is a rule governing the internal management of an organization, such as a business corporation. Bylaws cannot countermand governmental law.

  3. In a business situation, bylaws are drafted by a corporation's founders or directors under the authority of its Charter or Articles of Incorporation. Bylaws widely vary from organization to organization, but generally cover topics such as how directors are elected, how meetings of directors (and in the case of a business, shareholders) are conducted, and what officers the organization will have and a description of their duties.

  4. In parliamentary procedure, particularly Demeter’s Rules of Order, the bylaws are generally the supreme governing document of an organization, superseded only by the charter of an incorporatedsociety. The bylaws contain the most fundamental principles and rules regarding the nature of the organization.

  5. ARTICLE I – MEMBERS Sec 101- Eligibility SEC 102 - Application of new members Sec 103 – Election Sec 104 – Admission Fees Sec 105 – Members in Good Standing Sec 106 – Former Members – Reinstated Sec 107 – Transfers Sec 108 – Challenging a Members Eligibility Sec 109 – Rights of Appeal Sec 110 – Rights of Members Sec 111 – Life Members

  6. ARTICLE II – Posts • ARTICLE III – County Councils • ARTICLE IV – Districts • ARTICLE V – Departments • ARTICLE VI - National Convention • ARTICLE VII – Miscellaneous Provisions • ARTICLE VIII – Uniforms, Badges, Etc

  7. ARTICLE IX – Discipline • ARTICLE X – Rules of Order • ARTICLE XI – Ladies Auxiliary • ARTICLE XII – Military Order of The Cooties • ARTICLE XIII – Men's Auxiliary • ARTICLE XIV – Amendments

  8. WILKES T. THRASHER POST 4848 VETERANS OF FOREIGN WARS POST BY-LAWS   ARTICLE I   AUTHORITY Section I. Under the Authority of Article II, Section 201 of the National By-Laws of the Veterans of Foreign Wars, a Federal Corporation, there has been and is hereby established the WILKES T. THRASHER POST 4848 Veterans of Foreign Wars located at 1491 Riverside Drive, Chattanooga, County of Hamilton, and State of Tennessee.   ARTICLE II ALLEGIANCE   Section 1. The WILKES T. THRASHER POST 4848 Veterans of Foreign Wars, organized and existing under the provisions of Article II, Section 201 of the national By-Laws of the National Veterans Service Organization, known as the Veterans of Foreign Wars, incorporated and chartered by Act of Congress, hereby acknowledges its allegiance to and affiliation with and submits itself to the control of the National Organization, according to decisions made in conformance with its National Constitution and By-Laws and regulations legally adopted by vote of the National Council of Administration and agrees to abide and be bound by the national Constitution and By-Laws as now in force or hereafter amended.   ARTICLE III MEMBERSHIP Section 1. Eligibility for membership in this Post shall be as provided for in Article II, Section 101 of the national By-Laws of the Veterans of Foreign Wars as now existing or hereafter amended. Section 2. This Post may admit or reject any applicant for any reason satisfactory to the Post provided, however, that all applicants admitted to membership must be eligible for membership under the provisions of Section I of this Article.     Section 3. There shall be no form or class of membership except an active membership as herein provided. Honorary and "Stand-by" memberships are prohibited.

  9. Section 4. The amount of the annual membership dues for the Post shall be the current amount passedby two-thirds majority of the members present at a post meeting. Article I, Section III of the National By-Laws and mandates, shall govern dues Payable by Life Members. Annual dues expire on each December 31. Section 5. The fiscal year shall commence on July 1 and expire at midnight on the following June 30th. Membership shall be on a calendar year basis from January 1 through December 31. Section 6. A membership transfer may be made from another Post to this Post, by the petitioning member presenting his or her application and membership card to this Post, and upon the, acceptance by this Post of his or her application. Department and National Headquarters shall be Notified immediately of said members acceptance and transfer, as provided for in Article I, Section 107 of the National By-Laws. Section 7. No member shall by virtue of his or her membership, acquire any property rights or any present or existing right in or to the property which this Post may now have, or hereafter acquire. Each member agrees that he or she shall not be entitled to any refund on dues or other payment upon resignation, transfer or expulsion, or other termination of his or her membership, upon voluntary dissolution of this Post, or upon revocation of its Charter as provided in the National By-Laws of the VFW. Each member agrees that he or she shall not receive any money or other things of value because of any services rendered or to be rendered the Post, as a member, officer, or otherwise, unless the same is expressly authorized by this Post. ARTICLE IV MEETINGS Section 1. The regular meeting of this Post shall be held on the first Thursday evening of each month at 7:00 P.M. at a place in the city mentioned in Article I, Section 1, or as designated by this Post.   Section 2. One regular meeting must be held each calendar month Section 3. Special meetings may be called by the Commander whenever he or she may deem it necessary, or when requested in writing to do so by seven (7) or more members of the Post in good standing. Section 4. The call of any such special meeting shall state specifically the purpose for which it is called, and no other business than that specified in the call shall be transacted at a special meeting. Section 5. Notices of any such special meeting shall be mailed to each member in good standing at least forty-eight (48) hours prior thereto, stating the time, place and purpose thereof. Section 6. A quorum shall consist of the total members present at any given meeting who are in good standing. There shall be no quorum with less than five (5) members present at a meeting. National By-Laws Article II Section 203

  10. Section 7. Any member in good standing of another Post of the VFW may attend any meeting of this Post, without the right to vote; no visiting member shall speak on any subject under debate without the permission of the Commander or the approval of the Post by majority vote.   ARTICLE V   OFFICERS AND THEIR DUTIES Section 1. The elective officers of this Post shall consist of a Commander, Senior Vice Commander, Junior Vice Commander, Quartermaster, Post Advocate, Chaplain, Surgeon, and three (3) Trustees who shall, with the exception of the Trustees, be elected annually. The Trustees to be elected in accordance with Article II, Section 217, Manual of Procedure. Section 2. The appointive officers of this Post shall consist of an Adjutant, Officer of the Day, Patriotic Instructor, Post Historian, Post Service Officer, Post Legislative Officer, Guard and Color Bearer, Bugler, Post Public Relations Officer, Post Employment Officer, Post Hospital Chairman, Post Youth Activities Chairman (VOD Youth Essay), Buddy Poppy Chairman, who shall be appointed by the Commander with the approval of the Post. The Adjutant may also hold the office of Quartermaster, if so elected. Section 3. The Commander, or in his or her absence the next highest officer, shall preside at all regular or special meetings of the Post. He or she shall maintain order and dispatch such business as may legally come before him or her The Commander shall countersign all checks or vouchers issued by the Post Quartermaster. He or she shall perform all other duties that may reasonably be assumed to be incidental to his or her office, including those set forth in the Official Ritual and National Manual of Procedure, and such other duties as may be lawfully delegated to him or her by the Post. Section 4. The Senior Vice-Commander shall perform the duties of his or her station as set forth in the Official Ritual and National Manual of Procedure. He or she shall encourage friendship among the members of this organization, discourage discord, and promote harmony. Subject to the direction of the Post, he or she shall act as Chairman of membership committee and with approval of the Post; appoint one or more members to assist him or her in such membership activities. Section 5. The Junior Vice Commander shall perform the duties of his or her station as set forth in the Official Ritual and National Manual of Procedure. He shall see that every member is given a reasonable opportunity to state his or her views on any subject under discussion in a meeting of this Post, not inconsistent with these by-laws or Demeter's Manual of Parliamentary Law and Procedure. He or she shall at all times encourage loyalty to the United States of America, to the VFW, and to members of this Post. Subject to the direction of the Post, he or she shall act as the Chairman of the Community Service and Americanism activities of this Post, and, with the approval of the Post may appoint one or more members to assist him or her in such Community Service and Americanism activities.

  11. Section 6. All other elective or appointed officers shall perform the duties of his or her station as set forth in the Official Ritual and National Manual of Procedure, and such other duties as may be lawfully delegated to them by the Post. Section 7. Only one member can hold one elective Post office at one time. A delegate to a District, National, or Department Convention is not holding an "elective office" within the meaning of this Section, except as otherwise provided herein; an elective officer may also hold an appointive office, and vice-versa. Section 8. The same person may hold the office of Adjutant and Quartermaster. The Service Officer may hold any other elective or appointive office. The Commander or Vice Commanders shall not hold the office of Quartermaster. Section 9. By accepting any elective or appointive office, each member agrees that his or her services shall be rendered gratuitously and that he or she shall not be entitled to reimbursement for any sums advanced, incurred, or spent unless expressly authorized by the Post at a regular Post meeting; and no chairman, committeeman, Post officer or other Post member shall have the power or authority to incur any expense or obligation or bind the Post, unless by prior express approval of this Post, evidenced by a majority vote at a regular meeting. Section 10. Each member, by accepting any elective or appointive office, promises and agrees to perform the duties of such office or appointment to the best of his or her ability; to act and conduct himself or herself in such manner, at all times and places, as will only reflect the good of the organization; to enforce and sustain these by-laws and the Constitution and by-laws of the National and Department organizations; and when his or her successor has been duly elected or appointed, to surrender to him or her without notice or demand, all the records and other property of the Post or of this organization in his or her possession or under his or her control.    ARTICLE VI NOMINATIONS AND ELECTIONS Section 1.   The annual nomination of officers shall be held at the regular meeting in April of each year, due notice of such meeting to be mailed to all members in good standing. All nominations must be submitted from the floor at this meeting and a member making a nomination for an absentee for any office shall have presented to the Adjutant, in writing, the consent of the member being nominated prior to the opening of nominations. Nominations and elections shall be made in the order of the officers listed in Article V, Section 1 of these by-laws. There shall be no further nominations after such meeting. Section 2. The regular annual election of officers shall be held at a second meeting in April. The manner of election shall be by paper ballots. The names of nominees shall be printed on paper ballots with spaces provided for writing in of names at the time of the election meeting. The hours of balloting shall be from 2:00 P. M. until 6:00 P.M. and each member in good standing shall be entitled to one vote.

  12. Section 3. It shall require a majority of votes cast to elect a candidate for any office. Section 4. In accordance with Article II, Section 220 of the National Manual of Procedures, any vacancy occurring in an elective office shall be declared at one meeting and nominations and election shall be held at the next regular monthly Post meeting, providing that all members in good standing are notified in writing that such vacancy does exist and that an election is to be held giving the time and place. Any vacancy existing in an appointive office shall be filled in accordance with Article VIII, Section 1 of these by-laws. Section 5. Delegates and alternates to the District and Department conventions shall be elected at a regular meeting of the Post held not less than thirty days prior to such conventions.  Section 6. Delegates and alternates to the National convention shall be elected at the regular meeting in June of each year. Section 7. Installation of officers shall be held at a regular or special meeting in the month of May, but those officers elected shall not be installed until proof of eligibility is on file with the post adjutant, nor shall officers elect assume their duties until the Department Commander is installed.   ARTICLE VII   Section 1. In accordance with Article II, Section 202 of the National By-Laws and Manual of Procedure, which allows for the adoption of post by-laws, this Post shall have a governing board called the Executive Committee composed of the following: The Post Commander, Immediate Past Post Commander, Post Senior Vice Commander, Post Junior Vice Commander, Post Adjutant, and six Executive Committeemen. The latter is to be elected from the Post members in good standing in accordance with Article VI of these by-laws. These six committeemen shall be elected to serve as follows: Two (2) for Three (3) Years; Two (2) for Two(2) years; and Two (2) for One (1) year. At each annual election thereafter, Two (2) members shall be elected for a Three (3) year term. The Adjutant shall serve as Secretary for this committee. All other elective Post officers shall be ex-officio members of this committee with the right to speak but no vote. Although executive committeemen are not considered elective officers of this Post within the meaning of Section 216 of the National By-Laws, he automatically resigns said office if he or she accepts another elective Post office. The executive committee shall have sole authority over clubroom activities their actions may be over-ridden by the Post membership at a regular or special meeting. Section 2. All expenditures, contracts, and agreements shall be referred to the executive committee for its recommendations unless otherwise determined by a three-fourths vote of members present at a regular meeting.

  13. Section 3. This committee shall also act as a Resolution Committee, and the Post shall adopt no resolution unless first submitted to the executive committee for its recommendations except by, a three-fourths affirmative vote of the members present at a regular or special meeting. Section 4. In the event this committee fails to make recommendations upon any matter referred to it, within a reasonable time, the members present at a regular Post meeting, by majority vote may act upon such matter without receiving the recommendations of the Committee. Section 5. The Adjutant shall read the minutes of each meeting of the executive committee at the next following regular Post meeting. The approval of the minutes, by the members present at such meeting, shall constitute an approval of the recommendations or actions taken by the executive committee as reported in such minutes. When the minutes are read, any Post member may request that any part thereof be discussed or voted upon separately. Section 6. The executive committee shall hold one regular meeting each month on the Tuesday immediately preceding the regular monthly Post meeting, at 6:30 P.M. at the Post home, and may hold special meetings upon the call of the Commander. Any three members may request the same, in writing. Notice of the time and place of each special meeting shall be given in writing to each member of the committee not less then 48 hours prior to the holding thereof except with the unanimous consent of all members of the committee. A majority of the members present shall be a quorum. Section 7. Post members may attend any executive committee meeting but will not have the right to vote nor will they have the right to speak unless such right has been extended to them by a member of the executive committee. Section 8. One of the purposes for the creation and continuance of the executive committee shall be to provide a means for the discussion of routine and other business affairs of the Post and to make recommendations of desired action to reduce the time which might, otherwise be consumed during Post meetings in such discussion and thus assist in streamlining Post meetings and to provide for earlier adjournment and time for entertainment and social activities but leaving in the hands of the Post the sole power to approve or disapprove such recommendations, or to act, in  whole or in part, contrary, thereto, the Post to retain the final right of action. ARTICLE VIII

  14. RESTRICTIONS AND MISCELLANEOUS Section 1. The Post may direct that notice be sent to any elective or appointive officer who has failed to attend three consecutive meetings of the Post or who, in the opinion of the Post, does not appear to be fulfilling the duties of his office, stating that at the next regular meeting (giving time and place) the matter of his or her recall from office will be considered providing that seven (7) days notice shall have been given such officer of such action. At the meeting set forth in such notice, the members present, by, two-thirds vote, may declare such office vacant and such officer recalled. If an elective officer, the office shall be filled in accordance with Article VI, Section 4 of these by-laws. If an appointive officer, the Commander shall appoint another member to fill such vacancy with the approval of the members present. Section 2. The rules contained in Demeter's Manual of Parliamentary Law and Procedures shall govern this Post in all cases to which they are applicable and in which they are not inconsistent with these by-laws, the Department and National Constitution and by-laws. Section 3. There shall be no voting by proxy. Only members in good standing shall be entitled to vote on any question. Section 4. The presiding officer shall be entitled to vote only in case of a tie, or where the voting is by written ballot at a regular Post meeting. Section 5. Each member accepting or retaining membership in this Post agrees to be bound by these by-laws and the VFW National and Department Constitution and By-Laws now in force or hereafter adopted or amended and agrees not to bring any action in any court of law or equity relating to his rights or privileges as a member or officer until all remedies and lawful mandates have been exhausted. Section 6. All disciplinary, actions taken or commenced against members or officers shall be in accordance with Article IX of the National By-Laws. Section 7. These By-Laws may be amended by three-fourths vote of members present at a regular or special meeting, providing that the membership shall have been notified in writing of such proposed amendments. These Post By-Laws are in most part the same as the current by-laws in force, they contain some amended sections of the present Articles. The restructured Post by-laws have to be amended in accordance with Article VIII Section 7 of the present by-laws. Date of the meeting at which the amendments were approved the 2nd day of August in the year 2001 Bill Tickle, Post Commander                                        Maurice McGuffey, Post Adjutant

  15. The main thing about bylaws is that they’re like the rules of your game. If you make them up before you start playing, everyone knows what they are. But if you start changing them mid way into the season, a lot of players can get angry.

  16. When an organization is new, you think that everyone who joins will always be as wonderful and committed as that first group. But sometimes it just doesn’t happen. So it’s important to make decisions about what you think should happen BEFORE there are actual, real people involved. That way the actions can’t be construed as a personal decision.

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