Approved by the 1999 Annual Convention in Philadelphia. PA.
Amended at 2000 Convention in Washington, DC, Amended 2001 Convention, Albuquerque, New Mexico, 2003 Convention in San Francisco, CA, 2005 Convention in Dallas, TX, and 2006 Convention in Seattle, WA, 2009 Convention in College Park Maryland, 2010 Convention in Portland, ME. 2011, Convention in Portland OR, 2012 Convention in Miami, FL, 2013 Convention in Madison, WI, 2014 Convention in Asheville, NC, 2016 Convention in Berkeley, CA and 2017 Convention in Chicago, IL
ARTICLE I. NAME
The name of this corporation shall be Veterans For Peace, Inc. (VFP)
ARTICLE II. STATEMENT OF PURPOSE
We, as military veterans, do hereby affirm our greater responsibility to serve the cause of world peace. To this end we will work, with others both nationally and internationally
- To increase public awareness of the causes and costs of war
- To restrain our governments from intervening, overtly and covertly, in the internal affairs of other nations
- To end the arms race and to reduce and eventually eliminate nuclear weapons
- To seek justice for veterans and victims of war
- To abolish war as an instrument of national policy.
To achieve these goals, members of Veterans For Peace pledge to use non-violent means and to maintain an organization that is both democratic and open with the understanding that all members are trusted to act in the best interests of the group for the larger purpose of world peace. (Amended August 2016)
ARTICLE III. MEMBERSHIP
Section 1. Full Membership.
Full Members of VFP shall be veterans of the Armed Forces of the U. S., or veterans of the Armed Forces of foreign nations. They may also be Merchant Marines or other U.S. Citizens who have served in a professional capacity with or in service to the Armed Forces of the U.S. in an area and during a period of war, conflict or other hostile activity. Full Members must subscribe to the purpose, goals and ideals of VFP and pay annual dues. Eligibility for Full Membership shall be determined by additional rules and regulations adopted by the Board of Directors.
Section 2. Associate Membership.
Associate Members of VFP shall be members who are not veterans, but who subscribe to the purpose, goals and ideals of VFP and pay national dues. Eligibility for Associate membership shall be determined by additional rules and regulations adopted by the Board of Directors.
Section 3. Honorary Membership.
Honorary Membership may be conferred on the recommendation, in writing, of at least two Full Members, the approval of a majority vote of the Board of Directors, and a majority vote of Full Members attending the National Convention. Honorary Membership shall carry none of the obligations of the organization, but shall entitle the holder to all the privileges except those of holding office. Honorary Members must subscribe to the purpose, goals and ideals of VFP. Eligibility for Honorary Membership shall be determined by additional rules and regulations adopted by the Board of Directors.
Section 4. Non-discriminatory practice
Membership may not be denied because of race, gender, sexual orientation, religion, national origin or any other discriminatory practice.
Section 5. Restrict or expel from membership
The Board of Directors has the authority to deny or expel from membership a person when, in its judgment, admission or continued membership would be inconsistent with the purposes, principles, objectives or goals and ideals of VFP. The Board of Directors shall inform the membership at the Annual Convention of its reasons for taking any action under this Section. Any action under this Section may be appealed to the membership at the Annual Convention.
Section 6. Establish procedures
The Board of Directors shall establish and publish criteria for misconduct and establish procedures for investigating and hearing claims of misconduct.
ARTICLE IV. DUES
All Full and Associate Memberships are contingent on the payment, in advance, of fixed annual dues set by the Board of Directors and approved at the Annual Convention. The Board of Directors shall have the authority to set rules for waiver of dues in situations it deems appropriate.
ARTICLE V. BOARD OF DIRECTORS
Section 1. General Powers.
The management of VFP shall be by and through the Board of Directors.
Section 2. Number and Qualifications.
The Board of Directors will consist of at least thirteen (13) Directors. (Amended) The Board of Directors may change the size of the Board of Directors, subject to approval at the next Annual Convention. Directors must be Full Members of VFP at the time of nomination and through their term of office.
Section 3. Term of Office.
A full term of office of a Director shall be three (03) years. The term shall be from January 1 to December 31. Directors shall not serve more than two full terms consecutively.
Section 4. Vacancies.
A vacancy of the Board of Directors shall arise on the death, resignation, or termination of a Director or on the inability or refusal of a Director to serve. Upon the unexcused absence of a Director from two (02) consecutive meetings of the Board of Directors, such absences shall be declared by the President, with the approval of the Board, to cause a vacancy and the vacancy shall be announced to the Membership. The President may appoint a Director to fill the vacancy on the Board of Directors, subject to the approval of the Board of Directors.
Section 5. Quorum.
A majority of the Board of Directors shall constitute a quorum. If a meeting is adjourned due to lack of a quorum, the President or presiding officer may announce orally, at the meeting, the date of the reconvened meeting without the requirement of notice of Article V, Section 8.
Section 6. Meetings.
The Board of Directors shall hold a regularly scheduled meeting at least annually on a date to be determined by the Board. The President or any two Directors may call special meetings of the Board of directors.
Section 7. Transaction of Business Between Meetings.
The President may initiate meetings of the Board of Directors utilizing electronic means provided all notices, quorums, votes and actions are recorded with the Secretary within seven (07) days of meetings.
Section 8. Notice of Meetings.
Notice of any special, not regularly scheduled meetings of the Board of Directors shall be given at least thirty (30) days prior. The notice will be written, will include a proposed agenda and will be delivered in person, by mail or by acknowledged facsimile or e-mail to the address recorded in the VFP national office. Any Director may waive notice of any such meeting. The attendance of a Director at any such meeting of the Board of Directors constitutes a waiver of notice of that meeting except when the Director attends the meeting for the express purpose of objecting to the lawfulness of the meeting.
Section 9. Open Meetings.
Meetings of the Board of Directors are open to the membership. Closed meetings may be held on matters involving personnel, litigation, contractual negotiations, or similar matters on a recorded vote of the Board of Directors. When a meeting is closed the reason shall be recorded.
Section 10. Open Meeting Records.
The Board of Directors shall maintain minutes of their meetings. The minutes shall be available to VFPmembers through the VFP website, or upon request.
ARTICLE VI. OFFICERS
Section 1. Office and Terms.
The officers of the Corporation shall be a President, a Vice President, Secretary and Treasurer who must be members of and shall be elected by the Board of Directors. They shall hold office for a term of one (01) year and until their successor is elected.
Section 2. President.
The President shall be the chairperson of the Board of Directors and the Chief Executive Officer of the Corporation and an ex-officio member of all committees. The president shall preside at Annual Conventions.
Section 3. Vice President.
The Vice President shall perform the duties and exercise the powers of the President in the event of that President’s absence, including acting as chairperson of the Board of Directors, and shall perform such other duties as may be from time to time prescribed by the President.
Section 4. Secretary.
The Secretary shall keep the minutes of the Annual Convention and meetings of the Board of Directors in the manner provided by VFP for that purpose; he/she shall also see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law. he/she shall keep a register of the mailing addresses of all Full Members, Associate Members and Honorary Members which shall be furnished to the Secretary by such members; he/she shall, in general, perform all duties incident to the office of Secretary and such other duties as may be from time to time prescribed by the President.
Section 5. Treasurer.
The treasurer shall be responsible for all funds of VFP and for the performance of all duties incident to the office of Treasurer and such other duties as may be from time-to-time prescribed by the President. He/she shall submit a monthly Treasurer’s Report to the Board of Directors. The treasurer shall also prepare an annual Treasurer’s Report in the month prior to the Annual Convention to include information on the number of dues paying members and shall present such Report to the Annual Convention.
Section 6. Executive Committee.
The Executive Committee of the Board of Directors shall consist of the officers of VFP with the Executive Director serving ex-officio. The Executive committee shall confer on a regular monthly basis to review recent financial statements, day-to-day operational matters and to formulate upcoming board agendas. Decisions of the Executive Committee shall be by majority vote.
Section 7. Vacancies.
Should there be a vacancy in the Presidency, the Vice president shall succeed to the Presidency and shall serve until the next annual election, or until the Board of Directors elects a President from among its members who will serve the remainder of the term being filled. Any other vacancy shall be filled by the Board of Directors and the successor shall hold office until the next annual election.
ARTICLE VII. ELECTIONS
Section 1. Nomination of directors.
(a) No later than April 1 of each year the President shall appoint a Nominating Committee consisting of a Director and three (03) Full Members, to consider nominations for election to the Board of Directors. The Nominating Committee shall select at least two (02) Full Member candidates for each vacancy which is scheduled to occur. The Board of directors will publish criteria for the submission of personal data for each potential candidate. The committee will exercise discretion in its selections to enhance the makeup of the Board of Directors with regard to geographic dispersion.
(b) Additional nominations for election to the Board of Directors may be made by petition. Nominating petitions shall name the nominee, be signed by at least ten (10) Full Members, and be submitted to the National Office by thirty (30) day prior to the annual Convention.
(c) There shall be no nominations from the floor of the Convention. Section 2. Election of directors.
Section 2
(a) In October, or six (06) weeks after the Annual Convention, the Secretary shall send by mail or electronically to all full members (as of the prior Annual Convention) a paper or electronic ballot with the names of all the nominees. The message will contain a brief biographical statement on each candidate. Members will retain the option to receive a mailed paper ballot or electronic ballot, with the preference retained on file with the Secretary.
(b) The mailed ballots must be returned postmarked by a deadline published on the ballot and calculated as four weeks after the initial ballot mailing. The electronic ballots must be cast by the same deadline, which will likewise be published on the electronic ballot.
(c) The nominees receiving the largest number of votes shall fill the full-term vacancies which exist. The nominees who receive the largest number of votes shall fill the longest terms of office available, in declining order.
(d) The paper and electronic ballots will be counted according to rules determined in advance by the Board of Directors and published to the Annual convention. Counting and reconciling of paper and electronic ballots may be done by staff of the National Office or by an outside agency. Any Full Member may be present during the counting of the ballots. Ballots will be retained for two (02) years.
(e) Any electronic voting method utilized by Veterans For Peace will be secure, and the full voting process including instructions on electronic and traditional (paper ballot) voting will be published prior to the Annual Convention. If, for any reason, a secure electronic voting method is unavailable, all members will receive an appropriate mailed paper ballot.
ARTICLE VIII. ADMINISTRATION OF NATIONAL OFFICE
Section 1. Employment of an Executive Director
The Directors may authorize the employment of an Executive Director to manage the day-to-day operations of the VFP national office. The President, with the approval of the Board of Directors, shall set the duties and responsibilities of the Executive Director.
Section 2. Prepare an annual budget
The Executive Director shall prepare an annual budget for the operation of VFP, which shall be approved by the Board of Directors.
Section 3. Other duties
The Executive Director shall perform such other duties as the President, with the authority of the Board of Directors, may prescribe.
ARTICLE IX. SALARIES
No member of the Board of Directors shall receive any salary or other compensation for services rendered to VFP in their official capacity as a member of the Board of Directors but they may receive reimbursement for authorized expenses. Salaries may be paid, at the direction of the Board of Directors, to any employee of VFP. Employees may be members of VFP but may not be members of the Board of Directors.
ARTICLE X. MEMBERSHIP MEETING
Section 1. Annual Convention.
(a) The Annual Convention of the members of VFP shall be held between July 1 and August 31, each year, the date to be designated by the Board of Directors.
(b) The Secretary shall make available to the delegates at the Annual Convention the list of nominees to the Board of Directors and the statement and/or biography that each nominee has attached to his/her nomination petition. The agenda for the Annual Convention shall include time for nominees or representatives of nominees to speak on their behalf.
(c) The Secretary shall make available to the members present at the Annual Convention any proposed bylaw amendments. The agenda for the Annual Convention shall include time to discuss each proposed bylaw amendment.
(d) The Secretary shall make available to the members present at the Annual Convention any proposed resolutions. The agenda for the Annual Convention shall include time to discuss each proposed resolution.
Section 2. Quorum.
A majority of Full and Associate Members who have registered at the Annual Convention shall constitute a quorum.
Section 3. Voting.
All Members, including both Full Members and Associate Members, shall be entitled to speak to resolutions presented before the Annual Convention. All Members, including both Full Members and Associate Members, shall be entitled to one vote on resolutions. Only Full Members may vote on bylaw amendments. The procedure for voting for both resolutions and bylaws changes will take place in the same manner and time as the elections for the Board of Directors.
Section 4. Resolutions.
(a) The Board of Directors will appoint a resolutions committee whose responsibility it will be to receive and screen all resolutions submitted for consideration at the annual meeting. It will be the responsibility of that committee to establish and publish appropriate rules, procedures and deadlines for this process. Such Rules will include provisions for bringing resolutions after the deadline. All decisions of this committee will be subject to approval by the board of directors.
(b) Once a resolution has been adopted it defines an intent of the organization until it is countermanded by the body or until world events render it irrelevant. For this reason, a comprehensive list will be maintained of all resolutions which have been adopted. Any resolutions which are submitted for consideration will be compared with that list as a means of eliminating redundancy.
(c) All resolutions submitted by the deadline shall require a majority vote for approval. Resolutions submitted after the deadline require a two-thirds majority for approval. In no case will a resolution be presented after the Annual Convention.
(d) Associate Members shall have the right to submit resolutions.
ARTICLE XI. FINANCIAL REVIEW AND FISCAL YEAR
Section 1. Financial review
VFP shall obtain a financial review, prepared by an accountant in accordance with standard accounting practices, not less than annually. A qualified Full Member, but not the Treasurer, Assistant Treasurer, or a member of the staff may prepare the review.
Section 2. Available to chapters or Full Members
Copies of the annual financial review shall be made available to chapters or Full Members at their request.
Section 3. Fiscal year
The fiscal year of VFP shall be from January 1 through December 31 of the same year.
ARTICLE XII. CHAPTERS
Section 1. Charters for local chapters
Charters for local state chapters and foreign nation chapters may be granted on the petition of ten (10) Full Members in a state or foreign nation. Special regional circumstances may allow for a charter for a local chapter being granted by a petition of five (5) Full Members in a state, if approved by the Board of Directors.
Section 2. Twenty-five (25) mile radius
The number of chapters in any state shall be restricted only in that a charter shall not be granted to any chapter within a twenty-five (25) mile radius of any other established chapter. The Board of Directors may waive this restriction.
Section 3. Investigation and recommendation
The President shall make an investigation to determine that the chartering Full Members are engaged in activities and are willing to adopt standards, policies, and procedures consistent with the purposes and functions of VFP. On the completion of the investigation, the President shall make a recommendation to the Board of Directors, which may authorize the chartering of the petitioners as a VFP Chapter.
Section 4. Chapter dues
Chapters may assess dues but such dues are voluntary and optional, and do not replace national dues. Failure to pay Chapter dues may not be used to deny membership in a Chapter, or membership activities, to Full members.
Section 5. Not exclude Full members
Chapters may not exclude Full members who live within their geographical area.
Section 6. Rules of governance and procedures of Chapters
Rules of governance, notice, and procedures of Chapters shall mirror those of national VFP where appropriate and shall adhere to principles of democracy and openness. Chapters are encouraged to rely on elections for succession of officers and Chapter Directors.
Section 7. Coordinate activities with other Chapters and individual full Members
Chapters are encouraged to coordinate their activities with other Chapters and individual full Members who do not have the advantage of a local chapter.
Section 8. Salaries and compensation
The rules governing salaries and compensation on the national level apply to Chapter officers and directors.
Section 9. Raise funds
Chapters shall have the power to raise funds as a necessary to their operations.
ARTICLE XIII. PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised, shall govern VFP in Convention, at any meeting, chapter meeting or committee meeting in which they are not inconsistent with these By-Laws.
ARTICLE XIV. AMENDMENT OF BY-LAWS
Proposed amendments to these By-Laws must be submitted in writing to the Board of Directors at least 30 days prior to the next Annual Convention in order to be presented for consideration by the membership at said convention. A two-thirds (2/3) vote of the Full Members shall constitute full ratification.
ARTICLE XV. FUNDING
Veterans For Peace, Inc. shall not solicit funding nor accept donations from individuals, corporations, or government entities whose actions or policies are inconsistent or incompatible with the Veterans For Peace Statement of Purpose (Article II) or mission.