Kam Vet By Laws

KAM VET BY LAWS

Korean American Veteran Association, Incorporated

ARTICLE I PREAMBLE

First: The name or title by which this association shall be known shall be: KOREAN AMERICAN VETERAN ASSOCIATION, INCORPORATED.

Second: The Korean American Veteran Association is a perpetual non-profit corporation issued a Certificate of Incorporation by the State of California.

Third: Its particular business and objectives shall be:

1) To organize, promote and maintain for benevolent and charitable purposes an Association of persons who have seen honorable military service and of certain other veterans and persons, with the qualifications for membership set forth in Article I, Membership of the Korean American Veteran Association, Incorporated Bylaws.

2) To grant charters to groups of members at large of the association.

3) To provide a means of contact and communication among the members of the association.

4) To promote the establishment of, and to establish war and other memorials commemorative of any person or persons who served in the military.

5) To aid needy Association members and their spouses and children and the spouses and children of persons who were members at the time of their death.

ARTICLE I

MEMBERSHIP

Section 1. Qualifications of Members. Membership in this Association shall consist of Regular, Legacy, Associate and Honorary members. No person shall be excluded from membership because of race, color, creed, sex, national or ethnic origin, or physical or mental disability, as long as the individual meets the criteria of service requirements as stipulated below. Only Regular members as defined in A. below have a vote in Association, Department or Chapter matters.

A. Regular Members.

1. Service in the United States Armed Forces. Any person who has seen honorable service in any of the Armed Forces of the United States, defined as Army, Navy, Marines, Air Force and Coast Guard, is eligible for membership

2. Medal of Honor. Any person qualifying to be a Regular Member, who is a Medal of Honor recipient, is eligible for free life membership. A signed statement of their eligibility for membership must be provided for approval.

B. Legacy Members. Any person that is a direct descendent (child, grand-child etc.) of a Veteran that has served in Armed Forces and who agrees to accept the terms and conditions set forth in the KAMVET Charter and its Bylaws and Standard Procedure Manual, shall be eligible for Legacy Membership in the Association. A signed statement of their eligibility for membership Application Form must be provided for approval.

C. Associate Members. Any person with a legitimate interest in the affairs of this Association and who wishes to support its aims, and not being eligible for Regular Membership; and who agrees to accept the terms and conditions set forth in the KAMVET Charter and its Bylaws and Standard Procedure Manual (hereinafter referred to as SPM), shall be eligible for Associate Membership in the Association. A signed statement of their eligibility for membership must be provided for approval.

D. Associate Members. Any person with a legitimate interest in the affairs of this Association and who wishes to support its aims, and not being eligible for Regular Membership; and who agrees to accept the terms and conditions set forth in the KAMVET Charter and its Bylaws and Standard Procedure Manual (hereinafter referred to as SPM), shall be eligible for Associate Membership in the Association. A signed statement of their eligibility for membership must be provided for approval.

E. Gold Star Parents. Any person whose son/daughter was killed in action, or was missing in action, or died as a prisoner of war while serving within US Armed Forces including territorial waters around and airspace is eligible for free life membership. A signed statement of their eligibility for membership must be provided for approval.

F. Gold Star Spouses. Any person whose spouse was killed in action, or was missing in action, or died as a prisoner of war while serving is eligible for free life membership. A signed statement of their eligibility for membership must be provided for approval.

G. Honorary Members. Any person of good character may be elected as Honorary Member by vote by the Board of Directors (hereinafter referred to as the Board).

H. Ineligible. Any person who has been separated from the service of the Armed Forces of the United States under conditions other than honorable shall be ineligible for membership in this Association.

I. Termination of Membership. Any member of the Association may be admonished, reprimanded, suspended, or expelled or removed from any office of the Association for “Just Cause” after an appropriate hearing, by a two thirds (⅔) vote of the Board. Charges shall be investigated by the Ethics and Grievance Committee following the guidelines and procedures in the SPM. Facts will be referred to the Board for their discipline decision. No Chapter or Department may take action for “Just Cause” against a member, but may so petition the Board to take appropriate action. However, any such petition must show that the member complained about was served with the petition before its filing with the Secretary of the Association.

ARTICLE II

OFFICERS, BOARD OF DIRECTORS AND ASSOCIATION ELECTIONS

Section 1. Officers. Members eligible to vote shall, in accordance with the procedure set forth hereinafter and, prior to the KAMVET Annual Association Meeting, elect an Association President, Vice President.

The President elected in May shall recommend an Association Executive Director, Secretary and Treasurer at a called meeting following the election for the new board to confirm.

Other officials shall also be recommended as listed in Bylaws Article III, Committees for Board approvals. No elected officer or director shall also serve as Secretary or Treasurer.

Section 2. Board of Directors. The KAMVET, Inc. shall have a Board of Directors consisting of four members: (President, Vice President, and Treasurer), an Executive Director.

Open Meetings. Any member of the Association may attend meetings of the Board and, at the discretion of the Board, may be invited to address them. Called Executive Sessions for Ethics & Grievance decisions and/or hearings are attended only by the Board, and those members invited to attend. These meetings or sessions are closed to other members of the Association because of confidentiality requirements.

B. Special Meetings. The President or eight (4) elected members of the Board may call a Board meeting for one (1) purpose only, by giving two (2) weeks written notice to all members of the Board, stating the date and time, the exact location of the meeting place and the agenda of the meeting. Said meeting may also be conducted electronically, specifying the latest date by which votes can be submitted.

C. Business Without a Meeting. “Business Without a Meeting” of the Board may be called for by the President or when a previous Board meeting motion authorizing a U.S.P.S. mailed, or electronically transmitted ballot has been made. Should the President not agree to a called meeting, a majority of the voting Board may call for the meeting by a U.S.P.S. mailed, or electronically transmitted notice accompanied by a signed petition to the Secretary. The Secretary shall send a ballot via U.S.P.S. mail, or electronically transmitted, with return receipt requested, to every voting Board member, stating the motion(s) or request(s), and their vote for or against. Any such action must be ratified by a quorum at the next Board meeting.

Section 3. Association Elections. All criteria and procedures for the election of the President, Vice Presidents, as well as the appropriate Directors of the Board, shall be developed and approved by the KAMVET Board for inclusion and use in the KAMVET Standard Procedure Manual (SPM).

A. Each Regular member shall have a vote for all Association officers. Each member shall cast only their own vote. Proxy voting is not permitted.

B. The Association Secretary shall issue a “Call for Election”, which shall be published in kamvet.org as specified in the Standard Procedure Manual (SPM).

C. Any Regular member in good standing, as defined in the SPM of the Korean American Veteran Association, Inc. may run for the open offices of President, Vice President, or Director.

Section 4. Term of Office.

A. The President, and Vice Presidents, shall have a term of office of two (2) years, with two (2) consecutive terms maximum. Directors shall have a term of office of four (4) years, with two (2) consecutive terms maximum.

B. All elected officers shall assume office on June 25th.

C. A meeting of the outgoing and incoming Presidents will be held and documented. While it may be in person, it may be accomplished by other means, such as phone, fax or email. This meeting shall be called by the outgoing President for Administration data exchange when necessary.

D. The term of office of all appointed officers shall be at the pleasure of the President, with Board approval.
There will be no set term of office for appointed positions.

Section 5. Removal.

A. Any official of the Korean American Veteran Association, Inc. may be expelled or suspended or removed from office. The procedure outlined in Article I, MEMBERSHIP.

B. Termination of Membership. shall be used.

C. Any official not attending or not voting, without just cause, in any two consecutive Board meetings whether called or Business Without a Meeting, or any combination thereof, shall no longer hold such office, having been deemed to have resigned.

Section 6. Resignation from Office.

Any KAMVET officer; elected or appointed, may resign from his/her office by submitting for filing a written, signed resignation with the KAMVET President. Said resignation shall not relieve the officer of the obligation to notify the KAMVET President and both Vice Presidents, in writing, of any outstanding, unfulfilled obligations of the office.

Section 7. Vacancies.

A. President. If the Office of President of the Association becomes vacant due to death, resignation, termination, or any other act creating a permanent vacancy in the office of President, the Vice President will immediately without further Board of Directors action, assume the title, powers, and duties of President and will complete the remainder of the President’s term of office.

B. Vice President. If the Office of Vice President of the Association becomes vacant due to the death, resignation, termination, or any other act creating a permanent vacancy in the office of Vice President, the position shall remain vacant, unless the President feels it would be in the best interest of the Association to fill the position. The President may, with the approval of the Board of Directors, appoint a qualified KAMVET member to fill the office of Vice President who would assume the title, powers and duties of the office, and will complete the 2nd Vice President’s term of office.

C. Directors. If a vacancy occurs in any of the four (4) elected Director positions, the position may be
filled by the Board until the next election, or not filled if the term is less than one (1) year for said office. Should the Board choose to fill the position, by majority vote, they may do so by using the next unelected candidate for Director from the most recent election with the most votes. If there is no candidate eligible the office shall remain empty until the next Association election.

D. Non-full Terms. Service by any Officer or Director serving less than a full term does not count against any two-term restriction.

ARTICLE III

OFFICERS AND POWERS

Section 1. Powers and Duties. The KAMVET officers shall have powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Board. In the absence of such specification, each officer shall have the powers and authority and shall perform and discharge the duties of the officers of the same title serving in nonprofit corporations having the same or similar purposes and objectives as this Association. The duties of the elected and appointed officers shall be guided by the Board approved SPM and as outlined as follows: (Note: the use of the masculine gender in the following paragraphs should be taken to mean either masculine or feminine gender, as appropriate).

A. President. The President shall perform the functions conferred upon him/her by these Bylaws and shall generally be responsible for the execution of the policies and programs decided upon by the Board.

He/she shall recommend Regular members as Administrator and as Treasurer for approval by the Board.

He/she may appoint Standing Committees and Special Committees composed of Board members and members at-large, for Board approval, to assist him/her in the execution of his/her duties. He/she shall have the power to call Association Membership Meetings and shall preside at such meetings, and may call for meetings of the Board over which he/she presides. He/she shall recommend to the Board any action he/she considers necessary and proper for the welfare of the Association. All documentation which shall be legally binding on the Association shall be signed by him/her, except in the case of disbursements which will be done in accordance to the Board approved SPM.

He/she shall maintain all required records and documents pertinent to the KAMVET office and ensure compliance with all governmental agency’s laws and regulations. He/she shall establish and maintain a working relationship with members of Congress and their staff. He/she shall interact with representatives of other VSOs, other U. S. governmental agencies. He/she shall support fund raising activities, membership recruitment and shall plan and coordinate programs and events for the KAMVET. He/she shall perform other duties as reasonably assigned by the Board of Director.

B. Vice Presidents. The Vice Presidents shall assist the President in the performance of his/her duties.
The Vice President has seniority, and in the absence of the President, shall serve as and have the powers of the President. In the absence of the Preside.

C. Executive Director. The Executive Director shall be and confirmed by the Board. He/she will be given the title of Executive Director and Chief Administrative Officer of the KAMVET. He/she shall report directly to the KAMVET Board of Directors

D. Administrator. The Administrator shall be recommended by the President, and confirmed by the Board.

He/she is responsible for the management of the day-to-day business of the Association, and shall perform all administrative duties required of him/her by the President. He/she shall be responsible for recording the minutes of meetings of the Association and shall keep records of the Association. He/she shall maintain communications with the Membership and Annual Association Meeting Committees, offering assistance as required, to publicize their actions, and in making arrangements for Board and Annual Association Membership Meetings. A proposed agenda for the Annual Association

Membership Meeting shall be placed in The KAMVET.org for the membership to be notified of business to be conducted. Thirty (30) days prior he/she shall submit to each officer and member of the Board an agenda for the Association Membership Business meeting and an agenda for the Board meeting. In the performance of his/her duties, he/she may hire clerical or other assistance for the proper and expeditious conduct of the Association affairs, as authorized by the Board.

E. Treasurer. The Treasurer shall be recommended by the President and confirmed by the Board. He/she shall be responsible for collecting dues and other monies in behalf of the Association, and for making timely and proper disbursements from the funds in his/her charge. He/she shall be the custodian of all accounts, accountable for same, and shall prepare reports as directed by the Board. At the direction of the Board, he/she is to be bonded. Other signatures may be kept in reserve in the event an active signer becomes disabled. Each disbursing instrument will have two signatures, one of which must be an elected officer and disbursements shall be according to the Board approved SPM.

F. Appointed Positions. All appointed positions shall be appointed by the President and approved by the Board. The responsibilities and duties of all Appointed Positions and Standing Committee Chairmen are included in the Board approved SPM.

G. Board of Directors. The Association Board shall consist of four (4), being the President, Vice President, Executive Director, Treasurer. The President of the Association shall be the Chairman. The Board shall formulate policies and supervise the execution thereof and have the control and management of the affairs, property and funds of the Association. The Board has the basic management functions of Planning, Organizing, Staffing, Directing and Controlling for the Association, overall. Fulfilling these functions requires Board meetings and training, and the effective coordinated formulation of policies and knowledgeable oversight of the execution thereof. The Board shall have at least two (2) meetings each year on a date and location selected by the Board Director. The Board shall meet at any other and/or additional times that may be required by the Board of Director, and called by the President, and may conduct business by mail without a meeting when done in compliance with SPM Business Without a Meeting, of these Bylaws. All scheduled Board Meetings shall be considered portal to portal return; with scheduled travel days, scheduled meeting days, and in the case of the meeting occurring immediately preceding the Annual Membership Meeting, includes attendance at the said Association meeting, and return travel.

All Board meetings shall provide sufficient duration to complete all Association business placed before them for consideration. It shall establish and maintain a Standard Procedure Manual and is responsible for orderly and timely actions between its regular meetings.

All members of the Board shall be notified of the time, place and agenda for called and Business Meeting Without a meeting. The Board shall determine excused absences and failures to vote using the definitions established in the SPM.

No person shall receive any salary for services as a member of the Board who is eligible to vote. The Board may, from time to time, establish fees for services of the Executive Director, or Treasurer.

H. Committees. There shall be two (2) types of committees, to wit: Standing Committees and Special committees.

1. Standing Committees shall include the following: Budget and Finance; Bylaws; Membership; Elections; and Resolutions committees. The membership thereof shall be appointed by the President, with the consent of the Board, for the term of two (2) year, and subject to reconfirmation from the Board except that the Chairman of each Standing Committee shall be chosen from the current membership of the Board. Having thus been chosen, he/she will continue to serve for the full term regardless of their status as a Board Member. Their responsibilities and duties are included in the approved SPM.

2. Special Committees shall be appointed by the President as needed, approved by the Board, and shall serve at his/her pleasure. The Special Committees are temporary in nature, with the duties and responsibilities of each Special Committee included in the charge given to the committee when it is established and those duties and responsibilities may be posted on the KWVA website, but should not be included in the SPM.

I. Association Information Technology staff shall be appointed by the President and hired as needed, and approved by the Board, with duties and procedures as defined in the SPM.

Section 2. Indemnification. Provision of insurance coverage for all Association officers – Each officer, elected or appointed, and each member of the Board of the Association now or hereafter serving as such, shall be indemnified by the Association against any and all claims and liabilities to which they have or shall become subject by reason of serving or having served as such person, for all legal expenses reasonably incurred by them in connection with any such claim or liability provided. However, no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any such claim or liability arising out of their own willful misconduct or gross negligence. The amount paid to any Association Officer or Director by way of indemnification shall not exceed their actual, reasonable, and necessary expenses incurred in connection with the matter involved, and such additional amount as may be fixed by a special committee appointed by the Board. This right of indemnification herein before provided for shall not be exclusive of any rights to which any Director or Officer of the Association may otherwise be entitled by law.

ARTICLE IV

ANNUAL ASSOCIATION MEMBERSHIP AND SPECIAL MEETINGS

Section 1. The KAMVET Annual Association Membership Meeting will be held each year. Said date and place to be published in the kamvet.org.

Section 2. At any Association Membership Meeting Majority Regular members in good standing and in attendance shall constitute a quorum. Membership shall be checked and vote counts taken by an appointed Sergeant at Arms staff. Should no quorum be present, ballots by mail voting to complete any membership business is authorized, with ballots mailed to all Regular members eligible to vote and at majority votes received as a quorum requirement. Voting procedures shall be followed as outlined in the SPM.

Section 3. The selection of the site and dates of the following year’s Annual Association Membership meeting shall be presented to the Board for approval and ratified by a majority vote of the Regular membership as outlined in Section 2., above.

Section 4. A simple majority of Regular members current in their Association dues, and in good standing shall determine all issues, except when otherwise indicated in these Bylaws or Robert’s Rules of Order quoted as the Parliamentary Authority in Article VI. Proxy votes shall not be permitted.

Section 5. A special meeting of the Association membership may be called by a thirty (30) day written notice by the President, or over one-half of the Board Members eligible to vote or by ten (10) percent of the Regular members current in their dues and in good standing by affixing their names to a petition for said meeting. The notice calling the meeting shall state the business to be conducted together with the time and place.

ARTICLE V DEPARTMENTS AND CHAPTERS

DEPARTMENTS

Section 1. Location. Each of the United States (50); which includes those that are designated as Commonwealths (4), (Kentucky, Massachusetts, Pennsylvania & Virginia); United States Territories, (American Samoa, District of Columbia, Guam, Puerto Rico and Virgin Islands); are entitled to form a department, requiring a majority of chartered Chapters with a minimum of three (3) chartered Chapters within a given State, Commonwealth or Territory, hereinafter referred to as a State. The members of one (1) Chapter in a State may elect to sponsor the Department through the Department formation process, from petition through to the grant of charter by the Association. Procedures for the process shall be included in the SPM.

Section 2. Organization. The sponsoring Chapter shall request the transmittal of a Department formation package from the KAMVET Membership Committee Chairman. The Chairman shall send the formation package to the sponsoring Chapter. Section 3. Incorporation and EIN Process.

A. An application shall be made during the petition process to the appropriate authorities for a Certificate of Incorporation for a nonprofit corporation known as “Department of ____________, Korean American Veteran Association, Inc.”

B. An application shall be made during the petition process for obtaining an IRS Employer Identification Number (EIN) for banking purposes. Procedures for the incorporation and EIN application processes shall be included in the SPM.

Section 3. Officers. Each Department of the Korean American Veteran Association, Inc. will elect a Department President, Vice President(s), and elect or appoint a Treasurer and if so required, Directors, according to approved Department Bylaws, prior to the end of each election year. The Department President shall appoint all other officers and committees as needed with the Department Council/Board approval. Department Bylaws will determine which of those who are appointed to the Council/Board will have the right to vote in Department matters. After their election to the office in the Department, the President and Vice President(s) title can be changed to Commander and Vice Commander(s) with the approval of the Department, during their time in office. The Department may elect to require Department dues, and shall enforce the requirement for all KAMVET Members to be current in their KAMVET annual dues.

Section 4. Powers and Duties. The several Department officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Department Council/Board. In the absence of such specification, each officer shall have the powers and authority and shall perform and discharge the duties of the officers of the same title serving in nonprofit corporations having the same or similar purposes and objectives as this association.

Section 5. Department Dissolution. Departments may be dissolved in accordance with the laws of the United States and the State of Incorporation. All property of the said Department will be disbursed in accordance with the United States Internal Revenue Code and the laws of the State of Incorporation.

Section 6. Incorporation, EIN and 501 (c) (19). The IRS has authorized the Korean American Veteran Association, Inc. (KAMVET) to include Chapters requesting and meeting the IRS criteria, to be included in the KAMVET Group Exemption Letter which was approved by IRS on October 24, 2023. Any Chapter requesting to be included in the Group Exemption may do so by submitting their request to the KAMVET Treasurer, following the procedures outlined in Section 3 of the SPM.

Section 7. Chapter Bylaws. All Chapters shall submit a copy of their proposed bylaws during the charter petition process. Following the grant of charter, and during their first election, the new Chapter members shall vote on the final bylaws, and submit the results to the Association Administrator, for filing. Chapter Bylaws shall not be in conflict with KAMVET, Inc. Bylaws. Subsequent changes to their bylaws, approved by their members, shall be submitted to the Administrator for review and filing.

Section 8. Chapter Dissolution.

A. Chapters may be dissolved in accordance with the laws of the United States and the State of Incorporation. All property of the said Chapter will be disbursed in accordance with the United States Internal Revenue Code and the laws of the State of Incorporation.

B. Dissolution from the Association may result as a request from the Chapter to the Association Secretary, or from action(s) taken by the KAMVET Board. Procedures for this process are contained in the SPM.

ARTICLE VI

PARLIAMENTARY AUTHORITY

All meetings shall be conducted under the provisions of these Bylaws and Robert’s Rules of Order Newly Revised (most current edition.).

ARTICLE VII

ASSOCIATION OFFICIAL AND FISCAL YEAR

The Official Year of the Association shall begin on June 25th and end on June 24th of the following year. The Fiscal Year of the Association shall begin on January 1st and end December 31st of each year.

ARTICLE VIII

AMENDMENTS AND RESOLUTIONS

Section 1. Charter Amendments. Any proposed amendment to the Charter may be submitted by any Association Regular member in good standing.

A. The proposed amendment shall be sent to the Association Secretary to be read to the Board, for their approval or non-approval recommendation to the membership, and then shall be available for the consideration of the members when published in the kamvet.org and voted upon at either the following Annual Association Membership meeting, or in other meetings as defined below in Section 2 of this Article.

B. If no quorum is present, a ballot vote shall be sent by direct mail or inserted in the following edition of the KAMVET.org publication, to current Regular Members. Approval of the proposed amendment will require a two-thirds (2/3) approval vote by at least a quorum defined in Article IV, Annual Association Membership and Special Meetings, Section 2.

C. Once a Charter amendment is approved the Incorporation State as well as the Internal Revenue Service is to be notified for their approval.

Section 2. Bylaws Amendments.

Any Chartered Department, Chapter or Regular Member in good standing may propose amendments to the Bylaws by presenting them in writing to the Chairman of the Bylaws Committee at least forty-five (45) days before the next scheduled meeting of the Board.

A. Such proposals shall be considered at that meeting and if approved by the Board, they may then be published in the next scheduled edition of The Kamvet.org publication for ratification by a two-thirds (2/3) vote, of at least a Regular membership meeting quorum, at the next scheduled Association Membership Meeting. Procedures for the Bylaws amendment process is provided in the SPM.

B. If no quorum is present a ballot vote shall be sent by direct mail or inserted in the following edition of The Kamvet.org publication and sent to current Regular Members. Ratification of the proposed amendment will require a two-thirds (2/3) approval vote by a quorum defined in Article IV, Annual Association Membership and Special Meetings, Section 2.

C. Alternatively, should the Board choose by a simple majority to initiate the ratification process of the amendment(s) sooner, they may authorize that a ballot vote shall be sent by direct mail or inserted in the following edition of The Kamvet.org and sent to current Regular Members. Ratification of the proposed amendment shall require a two-thirds (2/3) approval vote by at least a quorum defined in Article IV, Annual Association Membership and Special Meetings, Section 2.

D. If any Bylaw regulating an impending election of Directors is adopted, amended, or repealed by the Board, then the notice of the next election of Directors must contain the Bylaws so adopted, amended or repealed, with a concise statement of the changes made.

Referendum voting for any Association business information is also authorized for guidance of the Board.

Section 3. Resolutions. Resolutions shall be proposed to the Resolutions Committee, in accordance with the SPM, no later than forty-five (45) days prior to any regular called meetings of the Board. The Resolutions Committee must present all resolutions, in whatever order it desires and may comment favorably or unfavorably upon each. Rather than reading the entire resolution, the Resolutions Committee may submit the gist of the proposal to the body. If a majority of the members voting approve the resolution, a directive for subsequent action shall be issued. Procedures for the resolutions process are provided in the SPM.

ARTICLE IX

ETHICS AND GRIEVANCE

Criteria and procedures for the Ethics & Grievance process shall be developed and approved by the KAMVET Board of Directors for inclusion and use in the KAMVET SPM.

ARTICLE X

KOREAN AMERICAN VETERAN ASSOCIATION, INC. DISSOLUTION

Section 1. Purpose. The purpose of this Article is to ensure that if this Association is dissolved for any reason, the remaining Assets are disposed in an acceptable manner.

Section 2. Method. Since this Association was formed as a 501(c)(19) Veterans Organization and incorporated as an Exempt organization, assets of this organization were permanently dedicated to an exempt purpose. Therefore, should it be dissolved, its assets must be distributed to an exempt entity as described in Publication 557 TAX-EXEMPT Status for your Organization. Thus, other Veterans organizations that help veterans are logical exempt organizations to receive the Assets. Assets are not to be distributed to KAMVET members or other individuals.

END OF KAMVET BYLAWS