Bylaws

BYLAWS

of the

DESERT STORM JUSTICE FOUNDATION

 

 

ARTICLE I

 

PURPOSE AND DISTRIBUTIONS

 

Section 1.1. Purpose.  The principal purpose of the Desert Storm Justice Foundation, hereinafter referred to as the "Foundation", shall be for furthering the relief, by any and all lawful means, of veterans of the Persian Gulf War of the Liberation of Kuwait, including participants of Operation Desert Shield, Operation Desert Storm, Operation Provide Comfort, Operation Southern Watch, members of the National Guard, Ready Reserve or Individual Ready Reserve who were deployed anywhere overseas in support of Operations in the Persian Gulf, both Military and Civilian, who have been injured by chemical, biological, or environmental weapons, or whose cause of illness has yet to be determined.  The Foundation extends the offer of membership to all eligible participants without discrimination as to race, sex, national origin, or religious beliefs.

 

Section 1.2. Distributions.  To further its purpose, the Foundation may distribute funds towards the relief of veterans involved in operations concerning the Persian Gulf War and the Liberation of Kuwait, who have been injured by chemical, biological, or environmental weapons, or whose cause of illness has yet to be determined. However, if additional funds need to be distributed by the Foundation in order to insure it retains its status as a publicly supported charity under the Internal Revenue Code, additional distributions may be made to cause the aggregate total distributions for a year to equal the total net investment income received by the Foundation during the preceding calendar year, as discussed and approved by a majority of the National Officers or voting members.

 

                Section 1.3. Principal Office. The principal office for the transaction of the business of the Foundation is hereby fixed and located at: 105 North Hudson, Suite 201, Oklahoma City, Oklahoma, 73102. The Board of Directors is hereby granted full power and authority to change said principal office from one location to another. Any such change shall be noted in the Bylaws by the Secretary, opposite this section, or this section may be amended to state the new location.

 

                Section 1.4. Other Offices.  Branch or subordinate offices may at any time be established by the Board of Directors at any place or places where the Foundation is qualified to do business or the business of the Foundation may require.

 

ARTICLE II

 

MEMBERS

 

                Section 2.1. Eligibility for Membership.  The Incorporators stated in the Certificate of Incorporation shall be the initial Members of the Foundation. Annual membership shall be automatically extended to any veteran of the Persian Gulf War of the Liberation of Kuwait or operations in direct support of theater operations, who shall be known as Members. Additional membership is extended, as approved by a majority of the National Officers or voting members, to Husbands, Wives, Sons, Daughters (immediate Family members) of those mentioned above. Such annual membership shall commence upon approval of the veteran's application by the Membership Committee. No membership or interest in the Foundation shall be assignable or transferable inter vivos by any Member. No membership or interest shall pass to any legal representative of any deceased Member. Membership shall cease upon the death of the Member. No Member, in such capacity, shall have any vested rights in the assets of the Foundation.

 

                Section 2.1(a). Auxiliary Membership.  Individuals interested in becoming a member, who meet the membership criteria, shall be known as Auxiliary members. Auxiliary members are eligible, upon application to and approval of the Membership Committee, for an annual fee as approved by the Membership  Committee.   Auxiliary Members will be bound by such rules as the Membership Committee shall adopt. The Membership Committee shall be composed of three Members, each serving terms of one (1) year, and each appointed by the President and approved by a majority vote of the Directors. Auxiliary Members may not vote or hold office in the Foundation.

 

                Section 2.1(b). Honorary Membership. The Directors, by unanimous vote, may award Honorary Memberships to such worthy persons as the Directors deem appropriate. Honorary Members may not vote or hold office in the Foundation.

 

 

                Section 2.2. Place of Meetings.  All annual meetings of the Members and all other meetings of Members shall be held either at the principal office of the Foundation or at any other place within or without the State of Oklahoma as may be designated either by the Board of Directors pursuant to authority hereinafter granted to said Board or by the written consent of at least one‑third (1/3) of the Members entitled to vote at such meeting, given either before or after the meeting and filed with the Secretary of the Foundation.

                Section 2.3. Annual Meetings.  The annual meetings of Members shall be held on the third Tuesday of the fourth month following the close of the fiscal year; provided, however, that if such day falls on a legal holiday, then any such annual meeting of Members shall be held at the same time and place on the next day thereafter ensuing which is a full business day. Any such annual meeting may be held at any other time which may be designated in a resolution by the Board of Directors or by the written consent of at least one‑third (1/3) of the Members entitled to vote at such meeting. At such annual meeting, directors shall be elected, reports of the affairs of the Foundation shall be considered, and any other business may be transacted which is within the powers of the Members to transact and which may be properly brought before the meeting.

                Written notice of each annual meeting shall be given to each Member entitled to vote, either personally or by mail or other means of written communications, charges prepaid, addressed to such Member at his address appearing on the books of the Foundation or given by him to the Foundation for the purpose of notice. All such notices shall be sent to each Member entitled thereto not less than ten (10) nor more than sixty (60) days before each annual meeting. Such notices shall specify the place, the day and the hour of such meeting and shall state such other matters, if any, as may be expressly required by statute.

 

                Section 2.4. Special Meetings.  Special meetings of the Members for any purpose or purposes, unless otherwise prescribed by statute, may be called at any time by the President, or by resolution of the Board of Directors, or by at least one‑third (1/3) of the Members, or such meeting may be held at any time without call or notice upon unanimous consent of all Members. Except in special cases where other express provision is made by statute, notice of such special meetings shall be given in the same manner and pursuant to the same notice provisions as for annual meetings of Members. Notices of any special meeting shall state, in addition to the place, day and hour of such meeting, the purpose or purposes of the meeting. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice.

                Upon request being made by written notice to the President, or in his absence or disability to any Vice‑President, or in the absence of a Vice‑President, to the Secretary, by any person or persons herein empowered to call a special meeting, if such officer is the Secretary, he shall give notice to the Members, or if such officer is other than the Secretary, he shall cause the Secretary to give notice to the Members that such meeting has been called for the purpose or purposes stated in such request and is to be held at a specified time, which time as fixed by such officer shall not be less than ten (10) days nor more than sixty (60) days after the receipt of such request. If notice of such meeting be not given to the Members within seven (7) days after the receipt of such request, such person or persons making such request may fix the time of such special meeting and giving notice thereof in the same manner as herein provided for notice of special meetings of Members.

 

                Section 2.5. Voting List.  The officer or agent who has charge of the membership list of the Foundation shall, before each Members' meeting, prepare, as of forty‑eight (48) hours prior to the convening of such meeting, a list of all Members entitled to vote at such meeting, arranging the names alphabetically. Such officer or agent shall produce such list and shall keep it open either at the place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held during the business hours of at least one (1) full day immediately preceding the convening thereof and until the close of such meeting, and it shall be subject to inspection at any time during such period by any Member or person representing a Member.

 

                Section 2.6. Quorum.  Three (3) Members, present in person or represented by proxy, shall constitute a quorum at all meetings of the Members for the transaction of business, except as otherwise provided by statute or the Certificate of Incorporation of the Foundation. When a quorum is present at any meeting, a majority of the Members represented thereat and entitled to vote thereat shall decide any question brought before such meeting. The Members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum.

 

                Section 2.7. Adjourned Meeting and Notice Thereof.  Any Members' meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the Members who are either present in person or represented by proxy thereat, but in the absence of a quorum no other business may be transacted at such meeting.

                When any Members' meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as aforesaid, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat, other than by announcement at the meeting at which such adjournment is taken.

 

                Section 2.8. Order of Business.  The order of business at the annual meeting, and so far as practicable at all other meetings of the Members, shall be as follows:

                (1)                Calling meeting to order;

                (2)                Calling of roll and checking proxies;

                (3)                Proof of notice of meeting;

                (4)                Reading of any unapproved minutes;

                (5)                Reports of officers with the Treasurer's Report to include a compilation of the Financial Statements of the Foundation                                           for the preceding fiscal year;

                (6)                Reports of committees;

                (7)                Election of directors;

                (8)                Unfinished business;

                (9)                New business; and

                (10)                Adjournment.

 

                Section 2.9. Voting.  At each meeting of Members, each Member shall be entitled to one (1) vote, in person or by proxy, if his membership extends to either the record date fixed for such meeting by the Board of Directors, or the date of such meeting if a record date for such meeting has not been fixed by the Board of Directors. The voting at all meetings of Members may be viva voce, but any qualified voter may demand a vote by written ballot, whereupon such vote shall be taken by written ballot each of which shall state the name of the Member voting, and if such ballot be cast by proxy, it shall also state the name of such proxy.

 

                Section 2.10. Consent of Absentees.  The transaction of any meeting of Members, either annual or special, however called and noticed, shall be as valid as though conducted at a meeting duly held after regular call and notice, if a quorum be present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not present in person, or by proxy, signs a written waiver of notice, or a consent to the holding of such meeting, or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

                Section 2.11. Action without Meeting.  Any action which, under any provisions of the laws of the State of Oklahoma or under the provisions of the Certificate of Incorporation or under these Bylaws may be taken at a meeting of the Members, may be taken without a meeting, without prior notice and without a vote if a Consent in writing be signed by members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members having a right to vote thereon were present and voted, and such filed with the Secretary of the Foundation and made a part of the corporate records. Prompt notice of the taking of corporate action without a meeting by less than unanimous consent shall be given to those members who are not consented in writing.

 

                Section 2.12. Proxies.  Any Member entitled to vote or execute consents shall have the right to do so either in person or by one or more agents authorized by proxy. The appointment of a proxy shall be in writing and signed by the Member but shall require no other attestation and shall be filed with the Secretary of the Foundation at or prior to the meeting. In no event shall a proxy be appointed for a period of more than seven (7) years. If any Member appoints two or more persons to act as proxies and if the instrument does not otherwise provide, then a majority of such persons present at the meeting, or if only one shall be present, then that one shall have and may exercise all of the powers conferred by such instrument upon all of the persons so appointed; and if such proxies be equally divided as to the right and manner of voting in any particular case, the vote shall be divided among the proxies. The authority of a proxy may be terminated at will. Unless otherwise provided in the appointment, the proxy's authority shall cease three (3) years after the appointment. The termination of a proxy's authority by act of the Member shall, subject to the time limitation herein set forth, be ineffective until written notice of the termination has been given to the Secretary of the Foundation. Unless otherwise provided therein, an appointment filed with the Secretary shall have the effect of revoking all proxy appointments of prior date. A proxy's authority shall not be revoked by the death or incapacity of the maker unless before the vote is cast or the authority is exercised written notice of such death or incapacity is given to the Foundation.

 

                Section 2.13. Inspectors of Election.  In advance of any meeting of Members, the Board of Directors may appoint Inspectors of Election to act at such meeting or any adjournment thereof. If Inspectors of Election be not so appointed, the Chairman of any such meeting may, and on request of any Member or his proxy shall, make such appointment at the meeting. The number of inspectors shall be either one or three. If appointed at a meeting on the request of one or more Members or proxies, the majority of Members present shall determine whether one or three inspectors are to be appointed. In case any person appointed as inspector fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting, or at the meeting by the Chairman. An inspector need not be a Member of the Foundation, but no person who is a candidate for office of the Foundation shall act as an inspector.

 

                The duties of such inspectors shall include: determining the number of Members outstanding and the voting power of each, the Members represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the result; and doing such acts as may be proper to conduct the election or vote with fairness to all Members. The inspectors of the election shall perform their duties impartially in good faith, to the best of their ability, and as expeditiously as is practical. If there be three inspectors, the decision, act or certificate of a majority shall be effective in all respects as the decision, act or certification of all.

 

ARTICLE III

 

DIRECTORS

 

                Section 3.1. Powers.  Subject to limitations of the Certificate of Incorporation, of the Bylaws and of the laws of the State of Oklahoma as to action to be authorized or approved by the Members, and subject to the duties of directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Foundation shall be managed and conducted by, the Board of Directors. Without prejudice to such general power, but subject to the same limitations, it is hereby expressly declared that the directors shall have the following powers, to wit:

                First:  To select and remove all officers, agents and employees of the Foundation, prescribe such powers and duties for them as may not be inconsistent with law, with the Certificate of Incorporation or the Bylaws and fix their compensation.

                Second:  To designate any place within or without the State of Oklahoma for the holding of any Members' meeting or meetings; and to adopt, make and use a corporate seal.

                Third:  To authorize the receipt of contributions as provided in the Articles of Incorporation.

                Fourth:  To borrow money and incur indebtedness for the purposes of the Foundation, and to cause to be executed and delivered therefor, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation or other evidences of debt and securities therefore, as approved by all sitting Directors and a Majority of the National Officers.

 

                Section 3.2. Number, Election and Term of Office.  The number of directors which shall constitute the whole Board shall be not less than five (5). The initial term of the initial directors shall be three (3) years. All subsequent terms of directors shall be two (2) years. The directors shall be elected at each annual meeting of the Members; however, if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any meeting of Members held for that purpose. All directors shall hold office until their respective successors are elected.

 

                Section 3.3. Qualifications.  A director must be a Member of the Foundation. An Auxiliary Member or Honorary Member may not be a director.

 

                Section 3.4. Vacancies.  Vacancies in the Board of Directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the Members.

                A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors be increased, or if the Members fail, at any annual or special meeting of Members at which any director or directors are elected, to elect the full authorized number of directors to be voted for at that meeting.

                The Members may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors.

                No reduction of the number of directors shall have the effect of removing any director prior to the expiration of his term of office.

 

                Section 3.5. Resignations.  Any director may resign at any time by giving written notice of his resignation to the Board or Chairman of the Board or the President or the Secretary. Any such resignation shall take effect at the time specified therein or, if the time when it shall become effective shall not be specified therein, immediately upon its receipt. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. If the Board of Directors accepts the resignation of a director rendered to take effect at a future time, the Board shall have power to elect a successor to take office when the resignation is to become effective.

 

                Section 3.6. Removal.  The entire Board of Directors or any individual director may be removed from office with or without cause by vote of Members at any annual or special meeting of Members. In case the entire Board or any one or more directors be so removed, new directors may be elected at the same meeting of Members.

 

                Section 3.7. When Board May Declare Vacancies.  The Board of Directors shall declare vacant the office of a director if he be declared of unsound mind by an order of court or convicted of a felony, or may do within sixty (60) days after notice of his election if he does not accept such office in writing or does not attend a meeting of the Board of Directors.

 

                Section 3.8. Place of Meeting.  Regular meetings of the Board of Directors shall be held at any place within or without the State of Oklahoma which has been designated from time to time by resolution of the Board or by written consent of all Directors. In the absence of such designation, regular meetings shall be held at the principal office of the Foundation. Special meetings of the Board may be held either at a place so designated or at the principal office.

 

                Section 3.9. Regular Meetings.  A regular annual meeting of the Board of Directors for the purpose of election of officers of the Foundation and the transaction of any other business coming before such meeting shall be held each year immediately following the adjournment of the annual Members' meeting and no notice of such meeting to the elected directors shall be necessary in order to legally constitute the meeting, provided a majority of the whole Board shall be present. If a majority of the Board shall not be present, then such regular annual meeting may be held at such time as shall be fixed by the consent, in writing, of all of the directors. Other regular meetings of the Board may be held without notice at such time as shall from time to time be determined by the Board.

                Section 3.10. Special Meetings.  Special meetings of the Board of Directors for any purpose or purposes shall be called at any time by the President or, if he is absent or unable to act, by any Vice‑President or by any two directors. No business shall be considered at any special meeting other than the purposes mentioned in the notice given to each director of the meeting, except upon the unanimous consent of all directors.

 

                Section 3.11. Notice of Special Meetings.  Notice of the time, place and the purposes of all special meetings shall be given orally or in writing to each director. In case such notice is mailed, it shall be deposited in the United States Mail in the place in which the principal office of the Foundation is located at least three (3) days prior to the time of the holding of the meeting, charges prepaid, addressed to him at his last known address. In case such notice is delivered orally in person, it shall be so delivered at least twenty‑four (24) hours prior to the time of the holding of the meeting.

 

 

                Section 3.12. Waiver of Notice.  Any actions taken or approved at any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. If a director does not receive notice of a meeting, but attends and participates in the meeting, he shall be deemed to have waived notice of the meeting.

 

                Section 3.13. Quorum.  At all meetings of the Board, a quorum shall consist of a majority of the entire number of directors, and the acts of a majority of the directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors except as may be otherwise specifically provided by statute or by the Articles of Incorporation or by these Bylaws and except to adjourn as hereinafter provided.

 

                Section 3.14. Adjournment.  A quorum of the directors may adjourn any directors' meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors' meeting, either regular or special, may adjourn to a later date but may not transact any business until a quorum has been secured. At any adjourned meeting at which a required number of directors shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

 

                Section 3.15. Notice of Adjournment.  Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting adjourned.

 

                Section 3.16. Fees and Compensation.  Directors and members of committees may not receive compensation for services, provided that they may receive such reimbursement for expenses, as may be fixed or determined by resolution of a majority of the Directors.

 

                Section 3.17. Action without Meeting.  Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a record or memorandum thereof be made in writing and signed by all directors. Such record or memorandum shall have the same effect as a meeting of the Board of Directors and shall be filed with the Secretary of the Foundation and made a part of the corporate records.

 

                Section 3.18. Telephonic Meetings.  Members of the Board of Directors may participate in a meeting of such Board by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this section shall constitute presence in person at such meeting.

 

ARTICLE IV

 

COMMITTEES OF DIRECTORS

 

                Section 4.1. Designation.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the directors of the Foundation, which to the extent provided in the resolution, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Foundation, except where action of the Board of Directors is required by law, and may authorize the seal of the Foundation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

 

 

 

ARTICLE V

 

OFFICERS

 

                Section 5.1. Officers.  The officers of the Foundation shall be a President, a Secretary and a Treasurer. The Foundation may also have, at the discretion of the Board of Directors, an Executive Director, a National Membership Chairman, an Executive Vice‑President, a Public Affairs Officer, one or more vice‑presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article. No one person shall hold more than one office, unless temporarily appointed by the directors, to fulfill the duties of that office until that office is filled at the annual election. The President shall be a member of the Board of Directors; provided, however, that the President shall continue to hold office until he is removed or his successor has qualified after being appointed or elected notwithstanding an earlier termination of his office as director.

 

 

                Section 5.2. Appointment.  The officers of the Foundation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by the Board of Directors, and each shall hold his office until he shall resign or shall be removed or otherwise disqualified to serve, or his successor shall be elected and qualified.

 

                Section 5.3. Subordinate Officers.  The Board of Directors may appoint, and may empower the President to appoint, such other officers as the business of the Foundation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in the Bylaws or as the Board of Directors may from time to time determine.

 

                Section 5.4. Removal and Resignation.  Any officer may be removed, either with or without cause, by the Board of Directors, at any regular or special meeting thereof, or, except in case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors.

                Any officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the Foundation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

 

                Section 5.5. Vacancies.  A vacancy in any office because of death, resignation, removal, disqualifications or any other cause shall be filled in the manner prescribed in the Bylaws for regular appointments to such office.

 

                Section 5.6. Executive Director.  The Executive Director shall serve as Chairman of the Board, and shall, if present, preside at all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him by the Board of Directors or prescribed by the Bylaws.

 

                Section 5.7. President.  Subject to such powers and duties,  as may be assigned by the Board of Directors to the Executive Director, if there be such an officer, the President shall be the Chief Executive Officer of the Foundation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the Foundation, including:

 

                (a)           He shall preside at all meetings of the Members and, in the absence of the Executive Director, at all meetings of the Board of Directors.

                (b)                He shall sign or countersign, as may be necessary, all such bills, notes, checks, contracts and other instruments as                 may                 pertain to the ordinary course of the Foundation's business and shall, with the Secretary, sign the minutes of all Members'                 and directors' meetings over which he may have presided.

                (c)                He shall execute bonds, mortgages and other contract requiring a seal under the seal of the Foundation, except where                 required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall                 be expressly delegated by the Board of Directors to some other officer or agent of the Foundation.

                (d)                At the annual meeting of the Members, he shall submit a complete report of the operations of the Foundation's affairs as                 existing at the close of each year and shall report to the Board of Directors from time to time all such  matters coming to his                 attention and relating to the interest of the Foundation as should be brought to the attention of the Board.

                (e)           He shall be a member of the Board of Directors and an ex‑officio member of all standing committees, including the Executive Committee, if any; and he shall have such usual powers and duties of supervision and management as may pertain to the office of the President and shall have such other powers and duties as may be prescribed by the Board of Directors or the Bylaws.

 

                Section 5.8. Executive Vice‑President.  The Executive Vice‑President, if any, shall be the executive officer of the Foundation next in authority to the Chairman of the Board and the President, both of whom he shall assist in the management of the business of the Foundation and the implementation of orders and resolutions of the Board of Directors. In the absence of the Chairman of the Board and the President, he shall preside at all meetings of the Members and of the directors, and shall exercise all other powers and perform all other duties of the Chairman of the Board and the President; he shall be an ex‑officio member of all standing committees; and he shall perform such other duties as the Board of Directors may from time to time prescribe. He shall have all authority conferred upon a Vice‑President by these Bylaws.

                Section 5.9. Vice‑President.  In the absence or disability of the President, the Vice‑Presidents, if any, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice‑President designated by the Board of Directors, shall perform all the duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice‑Presidents shall have such other powers and perform such other duties as from time to time may be prescribed from them respectively by the Board of Directors or the Bylaws.

 

                Section 5.10. Secretary.  The Secretary shall keep, or cause to be kept, at the principal office of the Foundation or such other place as the Board of Directors may order, a book of minutes of all meetings of directors and Members, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of Members present or represented at Members' meetings, and the proceedings thereof.

                The Secretary shall keep, or cause to be kept, at the principal office of the Foundation a membership list showing the names of the Members and their addresses, and the ending date of their membership.

                The Secretary shall give, or cause to be given, notice of all meetings of the Members and of the Board of Directors required by the Bylaws or by law to be given, and he shall keep the seal of the Foundation in safe custody. He shall also sign, with the President or Vice‑President, all contracts, deeds, licenses and other instruments when so ordered. He shall make such reports to the Board of Directors as they may request and shall also prepare such reports and statements as are required by the laws of the State of Oklahoma and shall perform such other duties as may be prescribed by the Board of Directors or by the Bylaws.

                The Secretary shall allow any Member, on application, during normal business hours, to inspect the membership list. He shall attend to such correspondence and perform such other duties as may be incidental to his office or as may be properly assigned to him by the Board of Directors.

                The Assistant Secretary or Secretaries, if any, shall perform the duties of the Secretary in the case of his absence or disability and such other duties as may be specified by the Board of Directors.

               

                Section 5.11. Treasurer.  The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Foundation, including account of its assets, liabilities, receipts, disbursements, gains, losses and contributions. The books of account shall at all reasonable times be open to inspection by any director.

                The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the Foundation with such depositories as may be designated by the Board of Directors. He shall disburse the funds of the Foundation as may be ordered by the Board of Directors, shall render to the President and directors, whenever they request it, an account of all of his transactions as Treasurer and of the financial condition of the Foundation, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or the Bylaws.

                The Assistant Treasurer or Treasurers, if any, shall perform the duties of the Treasurer in the event of his absence or disability and such other duties as the Board of Directors may determine.

 

                Section 5.12. Public Affairs Officer.  The Public Affairs Officer shall be the ONLY AUTHORIZED PUBLIC SPOKESPERSON for the Foundation. ALL public statements involving the name of the Foundation shall be cleared through the Public Affairs Officer.  The Public Affairs Officer shall be responsible for:

                (a) All public and community relations activities involving the Foundation;

                (b) The distribution of media and public information related to Foundation activities;

                (c) The development of Foundation promotional activities;

                (d) The development of media and public information contacts both local and national.

 

                The Public Affairs Officers term shall run for not more than one (1) Year, and shall be duly elected by a majority of the Foundation members.

 

                Section 5.13. National Membership Chairman.  The National Membership Chairman shall maintain all records pertaining to all membership in the Foundation, to include that of Chapters. The National Membership Chairman shall also be responsible and shall maintain the Foundation Membership database. The National Membership Chairman shall also be responsible for increasing membership through membership drives to include coordination with State Commanders of other States.

 

                Section 5.14. Delegation of Duties.  In case of the absence or disability of any officer of the Foundation or for any other reason that the Board of Directors may seem sufficient, the Board of Directors may, by a vote of a majority of the whole Board, delegate, for the time being, the powers or duties, or any of them, of such officer to any other officer or to any director.

 

 

 

 

 

 

 

 

ARTICLE VI

 

RECORDS OF MEMBERSHIP

 

                Section 6.1. Membership List.  There shall be kept at the registered office of the Foundation in the State of Oklahoma a record containing the names and addresses of all Members of the Foundation; provided, however, that the foregoing shall not be required if the Foundation shall keep at its registered office a statement containing the name and post office address, including street number, if any, of the custodian of such record. Duplicate lists may be kept in such other state or states as may, from time to time, be determined by the Board.

 

                Section 6.2. Record Date and Closing Membership List.  The Board of Directors may fix a time as a record date for the determination of the Members entitled to notice of, and to vote at, any meeting of Members not more than sixty (60) days prior to the date of the meeting. When a record date is so fixed, only Members of record on that date are entitled to notice of and to vote at the meeting.

 

 

 

 

ARTICLE VII

 

EXECUTION OF INSTRUMENTS

 

                Section 7.1. Contracts.  The Board or any committee thereunto authorized may authorize any officer or officers, agent or agents, to enter into any contract or to execute and deliver in the name and on behalf of the Foundation any contract or other instrument, upon discussion and approval of a Majority of the sitting Directors.

 

                Section 7.2. Checks and Drafts.  All checks, drafts or other orders for the payment of money, notes, acceptances or other evidences of indebtedness, issued by or in the name of the Foundation, shall be signed by such officer or officers, agent or agents of the Foundation and in such manner as shall be determined from time to time by resolution of the Board.

 

                Section 7.3. Deposits; Bank Accounts.  All funds of the Foundation, not otherwise employed, shall be deposited from time to time to the credit of the Foundation in such banks, trust companies or other depositories as the Board may from time to time designate, or as may be designated by an officer or officers of the Foundation to whom such power of designation may from time to time be delegated by the Board. The Board may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these Bylaws, as it may deem expedient. Unless otherwise provided by resolution of the Board, endorsements for deposit to the credit of the Foundation in any of its duly authorized depositories may be made by hand‑stamped legend in the name of the Foundation or by written endorsement of any officer without countersignature.

 

                Section 7.4. Loans.  No loans shall be contracted on behalf of the Foundation unless authorized by the Board, but when so authorized, unless a particular officer or agent is directed to negotiate the same, may be negotiated, up to the amount so authorized, by the President or a Vice‑President or the Treasurer; and such officers are hereby severally authorized to execute and deliver in the name and on behalf of the Foundation notes or other evidences of indebtedness countersigned by the President or a Vice‑President for the amount of such loans and to give security for the payment of any and all loans, advances and indebtedness by hypothecating, pleading or transferring any part or all of the property of the Foundation, real or personal, at any time owned by the Foundation.

 

                Section 7.5. Sale or Transfer of Securities Held by the Foundation.  Stock certificates, bonds or other securities at any time owned by the Foundation may be held on behalf of the Foundation or sold, transferred or otherwise disposed of pursuant to authorization by the Board, or of any committee thereunto duly authorized, and when so authorized to be sold, transferred or otherwise disposed of, may be transferred from the name of the Foundation by the signature of the President or a Vice‑President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary.

 

ARTICLE VIII

 

MISCELLANEOUS

 

                Section 8.1. Fiscal Year.  The fiscal year of the Foundation shall be determined by the Board.

 

                Section 8.2. Seal.  The Corporate Seal shall be a device containing the name of the Foundation and the word "Oklahoma."

 

 

 

                Section 8.3. Inspection of Foundation Records.  The membership list, the books of account, copy of the Bylaws as amended certified by the Secretary, and minutes of proceedings of the Members and directors and of the Executive and other committees of the directors shall be open to inspection upon the written demand of any Member, at any reasonable time, and for a purpose reasonably related to his interests as a Member, and shall be exhibited at any time when required by a demand of ten percent (10%) of the Members represented at any Members' meeting. Such inspection may be made in person or by an agent or attorney and shall include the right to make extracts. Demand of inspection other than at a Members' meeting shall be made in writing upon the President, Secretary or Assistant Secretary of the Foundation

 

 

ARTICLE IX

 

NOTICES

 

                Section 9.1. Form of Notices.  Whenever, under the provisions of these Bylaws, notice is required to be given to any director, officer or Member, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, by depositing the same in the United States Mail, addressed to such director, officer or Member at such address as appears on the books of the Foundation, or, in default of other address, to such director, officer or Member at the general post office in the city where the Foundation's principal office for the transaction of business is located, and such notice be deemed to be given at the time when the same shall be thus mailed.

 

 

 

                Section 9.2. Waiver of Notice; Attendance at Meeting.  Any Member, director or officer may waive any notice required to be given under these Bylaws by a written waiver signed by the person, or persons, entitled to such notice, whether before or after the time stated therein, and such waiver shall be deemed equivalent to the actual giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of business because the meeting is not lawfully called or convened.

 

ARTICLE X

 

AMENDMENTS

 

                Section 10.1. Who May Amend.  These Bylaws may be amended, altered, changed or repealed by the affirmative vote of a majority of the Members represented, at any regular or special meeting of the Members if notice of the proposed amendment, alteration, change or repeal be contained in the notice of the meeting, or by the affirmative vote of the majority of the Board of Directors at any regular or special meeting of the Board of Directors.

 

                Section 10.2. Amendment I.  At a special meeting of the Board of Directors held October 16, 1994, with a majority of the Directors in attendance, a unanimous vote approved the following Amendment, to be known as Amendment I:  The Uniform Chapter Bylaws of the Desert Storm Justice Foundation are approved as written, and attached as Exhibit "A".

 

                Section 10.3. Amendment II.  At a special meeting of the Board of Directors held October 16, 1994, with a majority of the Directors in attendance, a unanimous vote approved the following Amendment, to be known as Amendment II:  A director may be a Member of the Foundation or an Auxiliary Member or Honorary Member.