Transcript Slide 1

BY-LAWS
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
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.
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of an organization, superseded only by the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 incorporated society. The
bylaws contain the most fundamental
principles and rules regarding the nature of
the organization.
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
• 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
• 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
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 ByLaws 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 ByLaws 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.
Section 4. The amount of the annual membership dues for the Post shall be the current amount passed by 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
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.
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.
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 overridden 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.
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
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
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.
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.