Section 1 – Board of Directors
The affairs of the Association shall be managed by the Board of Directors, which may exercise all powers of the Association. The number of directors of the Association, which shall constitute the whole board, shall be not less than one and no more than nine.
Section 2 – Qualification for Office
Only natural persons who are regular members in good standing designated as Veteran, Next of Kin or Family shall be entitled to hold elected office as Board Members or Directors. Any natural person member may hold positions on committees. Any person or entity may be appointed to a subservient position to assist the organization at the discretion of the Board of Directors.
Section 3 – The first Board of Directors under these Bylaws
The sole Incorporator (Chairman of the Board) shall serve as the sole Board Member and Statutory Agent for the purpose of the incorporation process. Upon completion of the incorporation process the Board (Chairman) shall appoint eight (8) additional Board Members, likely consisting in part of those members serving on the BVA Board of Directors immediately preceding the filing of these corporate/bylaw documents.
Any vacancy on the Board of Directors for any reason during the incorporation process, until a vote of the membership, or by removing any appointed officer from the Board of Directors, shall be filled by the Incorporator/Chairman of the Board. Under this directive/Section, the sole Incorporator may appoint/re-appoint up to three (3) Next of Kin Members if deemed necessary and feasible.
Board Members may hold a position as an officer, but not as President.
The Chairman may set the terms of the Board Members to staggered terms of one (1) to (5) years, attempting to maintain its prior integrity, or for set years as a whole. Prior to these Bylaws, the Board consisted of seven (7) veteran (regular) members and two (2) next of kin members. All elected and/or appointed Board Members have full voting privileges.
These nine (9) Board Members shall serve until such time as an election can be held at the annual meeting in Jacksonville, NC, on October 22, 2018, or as otherwise determined by the members at any time on or after October 22, 2016 at the annual meeting or a special meeting called for that purpose.
A member nominated (or self-nominated) to the Board of Directors need not be present to be elected but must indicate acceptance of the nomination via any electronic mode (email, text, social media, in actual writing, et cetera) or by verbal confirmation to a Board Member or Officer prior to said election.
All nominees to the Board of Directors and all elected or appointed Officers, must be members in good standing and must be Veteran, Next of Kin or Family Members.
Section 4 – The succeeding Board of Directors under these Bylaws
On October 22, 2018, regardless of any staggered terms, or otherwise as determined by the membership at an annual meeting, or special meeting called for that purpose, or as established elsewhere herein, the seats of the Board of Directors shall be open as follows, and the elections shall be held in this order:
Veteran – there shall no less than five (5) seats open to Regular Members;
Next of Kin – there shall be no less than two (2) seats open to Next of Kin Members;
The remaining two (2) seats – The remaining two (2) seats may be held by Veteran, Next of Kin or Family Members.
On October 22, 2023, unless determined otherwise at an Annual Membership Meeting, regardless of any staggered terms, or otherwise as determined by the membership at an annual meeting or special meeting called for that purpose, any open or vacant seats on the Board from then on shall be open to all Regular Members, whether Veteran, Next of Kin or Family Members.
Section 5 – Vacancies
The sole Incorporator is hereby authorized to fill any vacancy on the Board or in any office until such time as the reconstituted Board or membership take action, upon affirmation, on or after October 23, 2016.
Any vacancy occurring in the Board of Directors after individual affirmation may be filled by a simple majority vote of the directors. Any appointed director shall serve until elections at the next regularly scheduled Annual Meeting, or a special meeting called for the same or any other purpose, or as otherwise set forth herein. If all directors vacate their offices, the Officers of the corporation shall assume the duties of the Board until the next Annual Meeting, assuming that authority in addition to their duties.
Section 6 - Removal; Resignation
(a) Except as otherwise provided by law, at an annual meeting or a special meeting of directors or members called expressly for that purpose, any director may be removed, with or without cause, by a super majority vote of the Board (being one (1) vote more than a simple majority) or a simple majority of the membership.
(b) Any director may resign at any time by giving written notice to the entire Board of Directors or the Chairman of the Board. Unless otherwise specified in such writing, a resignation shall take effect upon delivery thereof or as stated in said writing. It shall not be necessary for a resignation to be accepted to be effective.
(c) All Directors and Officers, unless removed from office, should consider their honor, duty and integrity in remaining in their seat until properly replaced.
Section 7 - Meetings
The Board may hold meetings in person, via conference call, via email, or in any other manner it deems appropriate.
The Board shall meet no less than once per year at the Annual Meeting of the Association, generally held and unless otherwise specified in writing no less than seven (7) days prior to the date of the meeting to the entire membership, on October 22 in Jacksonville, NC, the first meeting held (by the incorporator) October 21, 2015.
Special Meetings may be called by any Director or officer of the Association for any purpose. Special Meetings, unless otherwise stated to be “in person meetings,” shall be held via any electronic means at any time. Any voting required on motions made shall be accepted via any electronic means (email, text, telephonically, facsimile et cetera).
Any in person Special Meeting may be called by any Director upon no less than thirty (30) days written notice. Written notice must be served by registered U.S. mail, email with delivered confirmation received, facsimile with transmittal confirmation, or verbally. Any such in person Special Meeting so called must be held in either Jacksonville, NC, or in Painesville, Ohio, unless so ordered by a super majority by the Board of Directors.
Section 8 – Quorum
A quorum is constituted by a simple majority of the number of Directors seated. For actions taken electronically, a quorum shall consist of a simple majority of the Directors that either confirmed receipt of notice or a delivery receipt confirmation was received. Failure to respond to any question removes that member from the quorum count. For meetings, annual, special or otherwise, a quorum shall be those Directors present, period, unless less than four.