Constitution and By-Laws
Americal Division Veterans
Association
(PROPOSED 2008)
This Constitution and By-Laws were voted
on and approved by the Executive Council and the General Assembly, to be
effective as of
This Constitution and By-Laws supersede
all previous Constitutions and By-Laws and amendments enacted by this
organization.
Constitution
Preamble
We, the Officers and Enlisted Persons on
active duty or who having been honorably discharged or released from active
duty with the Armed Forces of the United States of America, and having served
honorably with the Americal Division, do unite to
establish a permanent organization which shall be known as the Americal Division Veterans Association, incorporated under
the laws of the Commonwealth of Massachusetts.
Article I
Objectives
The objectives of this organization are
fraternal, patriotic, historical, social, and beneficial; to preserve and
strengthen comradeship among its members; to maintain true allegiance to the
government of the United States of America, and fidelity to its constitution
and laws; to honor its flag, to foster true patriotism; to maintain the
institutions of American freedom; to preserve and protect the United States
from all her enemies, whomsoever; to perpetuate the memory and history of our
dead: and to maintain the history of the Americal
Division.
Article II
Organization
Section
1: This organization, hereinafter
referred to as “The Association”, shall consist of a national organization and
such subordinate chapters as may be authorized within the
Section
2: A. Should the organization dissolve for one reason
or another, the assets are to be converted into cash. B. These moneys to be distributed in a manner
determined by the Executive Council.
Article III
Amendments
Section
1: This constitution and by-laws may be amended through the use of the official
ballot at the bi-annual election, by a majority vote of the individual active
members in good standing.
Section
2: Amendments shall be made in writing and submitted to the National Adjutant
who shall forward the proposals to the Executive Council. The Executive Council shall study the
proposed amendments and may make recommendations to the membership as to
whether the amendments should be approved or rejected.
Section
3: Amendments to these By-Laws must be submitted not later than November 15th
of the year preceding the bi-annual election.
By-Laws
Article I
Membership and Voting Rights
Section
1: Classes of Membership: There shall be three (3) classes of members- ACTIVE,
HONORARY, and ASSOCIATE. Only active members shall have the right to vote. No
person who obtains membership in this Association shall be permitted to retain
such membership if their military service past or present, is other than
honorable, or if that person is engaged in un-American activities.
Section
2: Eligibility Requirements: A. Active membership: Any officer or enlisted
person, who has honorably served with the Americal
Division, 23rd Infantry Division, Task Force 6814, Task Force Oregon, and any
other unit of the Army, Navy, Marine Corps, Air Force, or Coast Guard, who was
attached with or assigned to and served with the Americal
Division shall be eligible for active membership upon submission of proper
application and payment of appropriate fees and dues that may be established.
B.
Honorary Life Membership: May be awarded to an individual who has served with
distinction in the Americal Division or the ADVA.
Life Membership shall be automatically awarded to Medal of Honor veterans of
the Americal Division. Members receiving this award
shall retain their right to vote. This award shall be made on the approval of
the National Commander and the National Executive Council.
C. Any person not
eligible for Active Membership may be recommended by an active member in good
standing for an Associate Membership.
Widow(er)s of
deceased Active Members may be retained on the membership roll as Associate
Members for a period of one year
following the death of the Active Member.
The widow(er) shall then be contacted to
determine if she/he wants to continue as a dues paying Associate Member.
D.
Associate membership shall not exceed ten percent (10%) of active membership as
of January 1st of each year.
E. A person
eligible for associate membership who has rendered outstanding service to the Americal Division or the ADVA may be awarded an Honorary
Life Associate Membership. Applications
must be submitted to National Commander and approved by the National Executive
Council.
Section
3: Right to Vote: Active members in good standing only shall have the right to
vote.
Section
4: Right of office: Only active members in good standing shall have their right
to hold elective or appointive office, to serve on committees or other
administrative bodies that may be established.
Section
5: Application for Membership: Application for membership, except Honorary,
shall be submitted on an approved form, completed in full and signed by the
applicant, and shall be accompanied by such fees and dues applicable to the
period in which the application is made. No person convicted of a felony or who
supports the violent overthrow of the government of the
Section
6: Suspension or Expulsion: Any member who has been suspended from office or
expelled from the Association for any just cause may be considered for
reinstatement upon appeal to the Chairman of the National Executive Council,
who shall study the causes for expulsion and make his recommendation to the
National Executive Council asking for their vote in writing.
Section
7: Causes for Suspension or Expulsion: A. Any officer of this Association,
elective or appointive, may be suspended from office and expelled from the
Association for: failure to carry out the duties of their office, violation of
their oath of office, continued absence, unauthorized or misuse of Association
funds or property, conduct unbecoming their office, bringing discredit upon the
good name of the Association, failure to pay assessments and dues collected,
and any and all other actions detrimental to the Association, or failure to
comply with the Constitution and By-Laws of the Association.
B.
When found delinquent in their office, the individual concerned shall be
notified by USPS certified mail of their contemplated suspension.
This notice is to be signed by both the National Commander and the National
Adjutant, and it shall request the individual to resign, or appeal to the
National Executive Council, showing cause why he or
she should not be removed.
C.
All Officers who are removed from office by the National Executive Council
shall not have the right of appeal.
Section
8: Oath: A. "I __________ __________, do solemnly swear or affirm that I
shall bear true faith and allegiance to the United States of America, to the
governments of its component states and municipalities, and to be ready to
defend the same against all their enemies whomsoever.
B.
"I, __________________, do further swear or affirm that I shall abide by
the Constitution and By-Laws of this Association and shall carry out my
assigned duties to the best of my ability, so help me God."
C. The Oath of Office shall be taken orally or in writing by
each elected officer or member of the Executive Council for each term of
office. The Oath of Office shall be taken no later than July 31 following the
election. The Oath of Office shall be administered and documented by the
Nominating Committee or its designee(s). Such documentation shall be submitted
to the National Adjutant upon completion.
Section
9: Dues, Fees, Assessments, and Funds:
A. The National Executive Council, may on the advice of the
National Commander, National Finance Officer, and the National Adjutant, fix
the dues, fees, and other assessments necessary to balance the budget and make
the Association financially sound.
B.
Annual dues shall become payable on January 1st, May 1st, and September 1st as
assigned by the National Adjutant. The month is determined by the date
membership application is accepted.
C.
All fees and assessments shall become due upon demand.
D.
Membership records shall be posted to show the date of payment and the date of
expiration, and all membership credentials shall show the appropriate dates of
membership.
E.
Any member shall petition in writing to the Chairman of the National Executive
Council for approval to solicit funds.
Section
10: Right of Redress: A. All active members in good standing shall have the
right of redress to the National Executive Council for any action by this
Association or its Officers.
B.
Any such petition shall be submitted in writing , stating all the facts of the
case, including any evidence or witness to the complaint, to the Chairman of
the National Executive Council, who shall present the petition to the National
Executive Council. The Executive Council members shall be required to register
their vote in writing.
Section 11: Distribution of roster: Distribution of the
Association's membership roster, in electronic or printed format, shall be
restricted to the national commanders, chapter commanders, finance officers,
membership committee chairman, and the editors. The National
Commander shall approve any other distribution of the Association's membership
roster.
Article II
National Officers
Section
1: National Executive Council: A. The National
Executive Council shall be an elective body consisting of not less than seven
(7) members nor more than eleven (11) members, excluding chapter
representatives, elected every two years.
B. Each
chapter shall select one member from its membership to serve on the Executive
Council. If the chapter representative
is subsequently elected to the Executive Council on a national ballot he must
choose to serve in one role or the other prior to the beginning of the elected
term. If no choice is made by the
required date the member shall retain the chapter representative post and the
elected post shall be declared open.
C. The Council shall have a Chairman and a Recorder who shall
serve as clerk. The Chairman and
Recorder shall be elected from and by the body of the Council. Balloting for Chairman and Recorder shall be
facilitated by the Nominating Committee and be completed within 30 days of the
tabulation of the election results.
D. The
term of office for each member elected to the Executive Council shall be for
two (2) years. A member shall be eligible for re-election not to exceed four
(4) consecutive years in office. After four consecutive years in office
followed by a break of two years, a member shall be eligible for re-election.
These term limits shall include chapter representatives serving on the
Executive Council.
E. Vacancies
on the Council shall be nominated by the National Commander and approved by the
Council.
F. The National Executive Council shall serve primarily as the
monitoring and advisory board of the Association.
G. The duties of the Executive Council Recorder shall be to
keep records of all proceedings and discussions of Executive Council annual
meetings and to document voting results of National Executive Council
ballots. Such records shall be copied to
the National Ajdutant.
Section 2.
Duties of the National Executive Council: A. Approve a yearly budget for the
Association, and to approve non-budgeted expenditures.
B.
Inspect and audit books of all funds of the Association.
C.
To cause additional assessments and fees as may be necessary to meet the
obligations of the Association.
D.
To handle all appeals, petitions, and recommendations of any nature pertaining
to the Association from active members and officers of the Association.
E. When
found necessary, to take such action to suspend from office or expel from
membership an elective or appointive officer or other member for just cause
after investigation and review.
F. A
quorum of two-thirds of the Council members is required for any balloting by
the Council. A three-fourths vote of the
quorum of members shall be required to carry a vote of the Council. Balloting may be conducted at an Executive
Council meeting or by mail. The Chairman
or his designee shall conduct the balloting.
A mail ballot will be invalid if it is not signed by the voting member
and returned within 45 days of the date the ballot was mailed.
Section
3: National Officers (Elective): A. The elective
officers of the Association shall consist of the following: 1. Commander, 2.
Senior Vice-Commander, 3. Junior Vice-Commander.
B.
The term of office for each elective officer shall be for two (2)years. After a break of two years, an elective officer
shall be eligible for re-election. (1999)
Section 4.
National Officers (Appointive): A. The appointive officers of the Association
shall be appointed by the National Commander and consist of the following: 1.
Adjutant, 2. Historian, World War II, 3. Historian, Vietnam, 4.
Sergeant-At-Arms, 5. Finance Officer, 6. Assistant Finance Officer, 7.
Chaplain, 8. Editor-in-Chief, 9. Museum
Curator, 10. Product Sales Manager, 13. Judge Advocate, 14.
Membership Chairman.
B. The
term of office for each appointive officer shall be for two (2) years. Appointive officers may replaced by the
National Commander at any time but not beyond the term of office of the
National Commander. Appointed officers
are not subject to term limits.
Section 5.
National Officers (Eligibility): A. All active members in good standing shall
be eligible for any office in this Association, provided that the member has
not previously been suspended from office.
B. No
member shall hold more than one (1) elective office at the same time. A member may hold one elective office and one
or more appointed offices at the same time, providing that one office does not
conflict with another office.
C. All
elected officers, when duly installed, shall serve during the period which
elected and until the next election and installation of officers. Elected officers shall be considered duly
installed when they complete the Oath of Office.
Section
6: National Officers (Duties): The following duties shall be the responsibility
of each officer holding office in this Association and shall be governed by
these By-Laws and Constitution.
A.
National Commander. 1. Preside at the General Meetings of this Association. 2.
Insure that all business matters are handled in an efficient manner. 3. Appoint
committees, fill vacancies, and insure that the Association has the necessary
personnel, equipment, and supplies to conduct its business. 4. Check all
records and reports submitted by the officers and committees and assure that
they are in the proper order and properly signed. 5. Supervise all activities
of the Association and cooperate with Executive Council and perform such other
duties as may be required of this office. 6. Be Chairperson, Ex-Officio, of all
national committees. 7. Send a letter of condolence to the spouse of all
deceased members. 8. Submit an annual budget to the National Executive Council.
B.
National Senior Vice Commander: 1. The Senior Vice-Commander shall preside in
the absence of the Commander and shall assist the Commander in the performance
of the duties of that office. 2. Perform other duties as assigned by the
National Commander.
C.
National Junior Vice Commander: 1. The Junior Vice
Commander shall preside in the absence of both the commander and Senior Vice
Commander. 2. Perform such duties as may be required of his office.
D.
National Finance Officer: 1. The finance Officer is to
receive, hold, and disperse all funds of this Association. The Finance Officer
shall be responsible for the safekeeping of all funds, securities, financial
records, and any other items concerned with the moneys of this Association.
Incoming moneys shall be be banked promptly and all
authorized debts paid and receipts obtained. 2. The Finance Officer shall be
bonded by the Association in a sum to be determined by the Executive Council.
3. The Finance Officer shall open the books and records to the Executive
Council. He shall act as Financial Advisor to any committee or other body of
this Association who may be dealing with Association funds. 4. Perform such
other duties as may be required of this office. 5. Shall not honor any request
for payment of non-budgeted items.
E.
National Chaplains: 1. The Chaplains are to provide spiritual guidance and
other services required by the Association and its members. This shall include sending
a letter of condolence to the spouse of a deceased member. 2. Chaplains may be
appointed for each religion in the membership.
F.
National Adjutant: 1. The National Adjutant is to handle all the administrative
business of the Association and shall keep books, records, files, and
correspondence pertaining to the Association. 2. Keep in a proper file all applications and records of each and every member.
3. Notify all members of dues, fees, and assessments due for payment and shall
issue such receipts as necessary. 4. Make and keep records of all General
Meetings and other business meetings as required. 5. Maintain a roster of all
departed comrades. 6. Be custodian of all property of the Association and
insure that such property is safeguarded and properly utilized. 7. In case none
of the Commanders are present, the Adjutant shall preside and will designate an
acting Adjutant. 8. Perform such duties as shall be required of this office by
the laws of the Association or on orders from a competent authority. 9.
Transfer to the successor, without delay, all records and property of the
Association under his control.
G.
National Historian: 1. The National Historian is to maintain from records and
data submitted to him a true history of this Association and of the Americal Division.
H.
National Sergeant-At-Arms: 1. The National Sergeant-At-Arms shall assist the
Adjutant in those duties and shall act as assistant custodian of Association
property. 2. Shall at the beginning of every General Meeting have the Colors posted,
before taking a position at the entrance of the meeting place. 3. During the
period the meeting is in progress, admit no one except members in good standing
or such invited guests and other persons authorized by the presiding officer.
The Sergeant-At-Arms shall escort and present to the presiding officer any
invited or distinguished guest. 5. At the close of each meeting assure that all
property is safeguarded and secured in a proper place.
J.
National Judge Advocate 1. the National Judge Advocate
shall be the legal advisor to the Association and shall advise the Commander
and other officers on all legal matters concerning their office. 2. Have a copy
of the constitution and By-Laws in his or her possession and shall rule on the
Constitution and By-Laws and the proper conduct of business during each
meeting. 3. Perform such other duties as may be required by this office.
K.
Assistant National Finance Officer:
1.The Assistant Finance Officer shall perform such duties as assigned by
the National Finance Officer. 2. Shall safeguard funds and monies belonging to
the Association and shall make complete and accurate reports to the Finance
Officer as required. 3. Shall make deposits of Association funds into
the proper account on a frequent basis.
4. Perform such other duties as
may be required of this office. 5. Shall be bonded by the Association in an
amount to be determined by the Executive Council.
L.
Product Sales Manager: 1. The Product
Sales Manager shall safeguard the Association’s product inventory and funds and
shall fulfill members’ orders in a timely manner. 2.
Shall make necessary reports to the Finance Officer as required. 3.
Shall not place orders for new inventory prior to consultation with the
Finance Officer or Asst. Finance Officer.
4. Shall make deposits of
Association funds into the proper account on a frequent basis. 5. Shall
be bonded by the Association in an amount to be determined by the Executive
Council.
Article III
Committees
Section
1: Organization: A. There shall be two (2) classes of committees to be known
as: 1. Standing 2. Temporary.
B.
Standing committees are of a permanent nature and are established by these
By-Laws.
C.
Temporary committees shall be appointed by the National Commander when deemed
necessary to carry out the business of this Association.
Section 2.
Function and Purpose: The Membership Committee, under the Chairmanship of the
appointee of the Commander, shall be charged with the organization and
operation of the membership program for the purpose of recruiting new members,
the retention present members, and to establish qualifications, records, and
credentials.
Article IV
Nominations and Elections
Section 1.
Nominating Committee: A. A Nominating Committee comprised of not less than five
(5) members appointed by the National Commander and approved by the National
Executive Council.
B. The Nominating Committee shall present a slate of elective
officers to the National Adjutant by February 1 in the year of the
election. The elective officers are (1)
National Commander, (2) Senior Vice-Commander, (3) Junior Vice-Commander, (4)
Executive Council Members, (5) Trustees of Scholarship Fund. The National Adjutant shall verify the
eligibility of the Nominated members.
C. Further
nominations for elective officers shall be submitted to the National Adjutant
no later than February 1 in the year of the election. Nominations of candidates for elective
officers made in this manner must be endorsed by fifteen (15) members in good
standing. The National Adjutant shall
determine the good standing of the candidates and endorsing members and forward
these results to the Nominating Committee..
D.
The balloting for the election of officers shall be held every two years in
even numbered years and shall be at the direction of the Nominating
Committee. The election ballot may also
contain any questions to be decided by a vote of the membership. The balloting and tabulation of ballots shall
be held between March 1 and May 31 of the election year. The results of the ballot count and all
returned ballots shall be provided to the National Adjutant within seven (7)
days of the tabulation.
E. Members
nominated for elective officers shall have their names drawn for position on
the ballot.
F.
The plurality of votes cast by members voting the election shall decide the
election.
G. The
term of office for elective officers shall begin on July 1 following the
election. The term of office for
appointed officers shall begin immediately upon appointment by the National
Commander.
Section 2.
Notifications.
A. The Nominating Committee shall notify each nominee of the
intention of placing the nominee, including those made from the field, on the
ballot. The Nominating Committee shall
ascertain that the nominee agrees to be on the ballot and will serve the post
before placing the nominee on the ballot.
B. The Nominating Committee shall notify each nominee, the
National Commander, and the Chairman of the Executive Council of the results of
the ballot count within fifteen (15) days of the tabulation of the ballots.
(2004)
Article V
Chapters
Section
1: General: A. Individual groups of members in good standing, to number not
less than thirty (20) will be authorized to form a local chapter under the
Constitution and By-Laws of this organization.
B.
Each Chapter so formed shall abide by the laws and regulations of the
Association and decisions rendered by the National Executive Council.
C. Each
chapter shall consist of not less than three (3) officers, elected or
appointed, who will be designated as follows:
1. Commander,
2. Vice-Commander, 3. Secretary/Treasurer. 4. Sergeant-At-Arms, 5. Chaplain.
D. If
a chapter lacks the required three officers and is unable to elect officers the
National Commander shall appoint chapter officers as needed.
E.
Chapter Commanders may appoint as many committees as deemed necessary to
conduct the business of the Chapter.
Section 2.
Procedures: A. To organize a chapter, a request in writing must be submitted to
the National Adjutant for review by the national Executive Council and must
contain the following information: (1)
Name, address and card number of ten (10) members. (2)
Name of each proposed officer.
(3) The designated name of title
of the chapter. (4) The mailing address of the proposed chapter.
B.
The above request shall be signed by both the Chapter Commander and the
Secretary.
C. The Chapter may be identified by the following: 1. Name of a deceased Americal
veteran. 2. Name of the locality in which the chapter is
located. 3. Name of a unit represented by the chapter.
D.
Upon approval by the National Executive Council, a Charter shall be issued to
the new Chapter.
Article VI
Alcohol Usage
Section 1.
The policy of the Americal Division Veterans
Association is that no alcoholic drinks shall be dispensed, sold, or otherwise
distributed by the Association or its members in any hospitality room, official
functions or at any other function of the Association. Previous arrangements
shall be made to have the entity where the meetings are held dispense and
charge for alcohol provided.
Article VII
Miscellaneous
Section
1: Nothing herein constitutes members of the Association as partners for any
purpose. No member, officer or agent of this Association shall be liable for
the acts or failure to act under this Constitution and By-Laws, excepting only
acts or omissions to act arising from willful misfeasance. Nothing herein shall
constitute any liability for acts or omissions committed by any entity
associated with the Association. Each such activity stands alone and is
governed by its Constitution and By-Laws, Charter, or agreements.
Article VIII
Rules of Order
Section 1.
A. the official reference and guide for the proper conduct of business meetings
ceremonies, and such other business of the Association shall be governed by the
"Roberts Rules of Order".
B.
The latest edition of the above reference shall always be utilized and shall be
in the possession of the Judge Advocate during all business sessions.
C.
The term, General Assembly, shall mean the general business meeting held within
the annual National Convention.
Article IX
Indemnification of Officers
Section 1: Indemnification: To the fullest extent permitted by law, every
Director and every Officer of the Association shall be indemnified by the
Association against all expenses and liability including reasonable attorney
fees, incurred by or imposed upon him in connection with any proceeding to
which he may be a party, or in which he may become involved, by reason of his
being or having been a Director or Officer of the Association, whether or not
he is a Director or Officer at the time such expenses are incurred.
Section 2: Exclusions from indemnification: The foregoing right of indemnification shall
not be available if a judgment or other final adjudication establishes that his
actions or omissions to act were material to the cause adjudicated and
involved:
a.
Willful misconduct or
a conscious disregard for the best interests of the Association, in a
proceeding by or in the right of the Association to procure a judgment in its
favor.
b.
A violation of
criminal law, unless the Director or officer had no reasonable cause to believe
his action was unlawful or had reasonable cause to believe his action was
lawful.
c.
A transaction from
which the Director or officer derived an improper personal benefit.
Section
3: Claims: Claims for reimbursement as permitted under
this Article shall be paid by the Board as incurred. The foregoing right of indemnification shall
be in addition to, and not exclusive of, all other rights to which such
Director or Officer may be entitled.