ADA COUNTY UNITED VETRANS COUNCIL

CONSTITUTION/BY-LAWS

ARTICLE  I – Name 

SECTION 1 - The name of this organization shall be “THE ADA COUNTY UNITED VETERANS COUNCIL.”

SECTION 2 - The organization is defined as a Veterans Council of delegates from non-profit veterans’ organizations. It shall act on legislative matters and veterans affairs of the veterans’ organizations through their delegates to the Ada County United Veterans Council.

SECTION 3 - The Ada County United Veterans Council (ACUVC) shall govern its own acts by a Constitution/By-Laws of such Council.

SECTION 4 - Such Council shall be a liaison organization in all matters affecting member organizations of veterans. However, each such organization shall remain autonomous and not be subservient to such Council.

ARTICLE II – Objectives

SECTION 1 - To coordinate and integrate the work of the member organizations in all matters of mutual interest in carrying out programs of veterans, interests of the community, Ada County, the State of Idaho, and the United States.

SECTION 2 - To combine the strength of the member organizations into an active coalition for the protection and advancement of veterans’ rights and interests.

ARTICLE III – Responsibility

This organization shall have the duty and responsibility of organizing, planning and formulating programs with which to accomplish its objectives. All matters of business as may be properly come before this Council and within its jurisdiction, shall be disposed of by a majority vote of the delegates present when a quorum is established. A quorum is defined as a simple majority of the paid delegates. Amendments to the Constitution/By-Laws shall require a two-thirds vote of the delegates present.

ARTICLE IV – Composition

SECTION 1 - This Council shall be composed of at least one member from each participating organization who meet regularly in accordance with their established By-Laws.

SECTION 2 - Delegates shall be composed of:

1. Primary or alternate delegate as established by the parent organization who shall have only one vote per member organization.
2. Terms of office of delegates and alternates shall be from 1 January through 31 December of each year.
3. Board of Directors shall be elected or appointed officers cited in Article VII, Section 1.

ARTICLE V – Voting Strength

The total of delegates of the veterans’ organizations comprises the voting strength of the Council.

1. A Quorum shall exist at a Council meeting when a simple majority of delegates is present.
2. Delegates to the Council shall be selected by their member organizations prior to the general election of the Council Officers and will assume their duties in the Council at the first meeting of the Council after their selection.
3. A two-thirds majority vote of the Council may exclude a delegate or member affiliate in the event that any delegate affiliate in the Council is deemed undesirable or detrimental to the Council.
4. Any delegate, who is not properly selected by his member organization or ceases to be a member of his member organization, shall automatically be excluded as a delegate to the Council. The Secretary shall notify the affiliate member organization to select another delegate to fill the unexpired term.
5. No individual may represent two affiliated groups at one time.
6. Delegate appointments to this Council will be made in writing from the Parent organization. These notifications are due no later than 31 December. The last dated notification of delegates will identify the authorized voting delegate. Changes may be made throughout the year as needed.

ARTICLE VI – Request for Affiliation

SECTION 1 - Any non-profit veterans’ organization may, by written request, apply for affiliation in the Council. A majority vote of the Council may accept or reject the application.

SECTION 2 - Organizations wishing to become voting member organizations are required to pay their share of administrative costs in accordance with Article XI.

ARTICLE VII - Officers

SECTION 1 - The Officers shall be:

• President
• Vice-President
• Secretary
• Treasurer
• Judge Advocate
• Past President

SECTION 2 - The Officers shall be elected for a term of one year, except the Treasurer, who shall be appointed for a one year term by the President with the advice, and majority consent, of the members. The election shall be held at the first meeting in the month of January of each year, and Officers shall hold office until their successors are elected. No person shall be elected to an office unless he is present at the time of election, or has stated in writing prior to said election, that they will accept an office.
Elected Officers will be chosen from delegates of their member organization. The President shall not succeed himself/herself for more than two consecutive terms.

ARTICLE VIII –Duties and Powers of Officers

SECTION 1 - The President shall preside at all Council meetings and shall serve as Chairman of the Board of Directors. He/she shall exercise authority in the administration of the affairs of the Council and shall establish committees as needed. The President in matters before the Council shall vote only in cases of a “tie vote”.

SECTION 2 - The Vice-President shall, in the absence of the President, assume the duties of the office of the President.

SECTION 3 - The Secretary shall keep the minutes of the meetings of the Council and the Board of Directors and notify members at least four days prior to regular meetings by mail or e-mail. In the case of special meetings, members will be notified by telephone 24 hours prior to the meetings.

SECTION 4 - The Treasurer shall be custodian of the finances of the Council and shall give a financial report to the Council whenever the President or Council calls for a report. The Treasurer shall also be subject to an audit at any time. Said Treasurer shall be bonded in accordance with State law, if necessary.

SECTION 5 - The Judge Advocate shall rule on questions of law and Parliamentary procedure and act as a member of the Legislative Committee if such a committee exists.

ARTICLE IX – Regular and Special Meetings

Regular meetings of the Council shall be:

1. Every month at a time and place designated by the President.
2. With the exception of a delegate to the Council, any person or persons desiring to bring a matter for discussion before the Council shall first obtain the consent of the President.
3. Any member of the ACUVC, who is a member in good standing, may attend meetings of the Officers or any regular meeting, except when they declare themselves in closed session. This right to attend such meetings shall be without the right to vote or voice and without cost to the Council.

ARTICLE X – Amendments

The Constitution/By-Laws may be amended at any regular meeting, where a quorum is established, by a two-thirds vote of the delegates present, provided that the proposed amendment shall have been submitted in writing at least 10 days prior to the vote and read at the regular meeting just prior to that at which the vote is cast for the amendment.

ARTICLE XI – Administration

SECTION 1 - Each member organization shall be required to pay their share of administrative costs in advance, in the amount not to exceed $25.00, prescribed by the Council. These costs shall be paid in full to the Treasurer by 31 December each year.
If the moneys are not received by 31 December, the organization shall forfeit voting rights in the ACUVC until full payment is made.

SECTION 2 - Member organizations shall provide the Council a written schedule of their known annual activities for the ensuing year, in order to plan, coordinate and schedule activities and use of appropriate facilities. These schedules are due by the last day of each calendar year. Changes may be submitted throughout the year as desired.

ARTICLE XII – Non-Discrimination

The ACUVC will comply with the Civil Rights Act of 1964. This will assure that no person or persons are excluded from participating in, be denied the benefits of, or be otherwise subject to discrimination in the formulation and pursuit of policies, programs or activities of this organization on the basis of race, color, creed, gender, national origin, handicap or political affiliation. Throughout this document no discrimination, disrespect or exclusion toward any person is intended, regardless of terminology.

ARTICLE XIII – Procedures

All meetings shall be conducted in accordance with Robert’s Rules of Order.

BY-LAWS

ARTICLE I – Powers

To receive, hold, own, use and dispose of such real estate and personal property as shall be necessary for its corporate purposes. To use, in carrying out the purposes of the Council, such emblems and badges as it may adopt. To establish and maintain offices for the conduct of its business.

ARTICLE II – Administration

SECTION 1 - The administrative affairs of this Council shall be vested in the Board of Directors which are stated in the Articles of Incorporation on file with the State of Idaho.

SECTION 2 - The Board of Directors shall be the executive head of this Council and its actions are subject to review by the members of the Council. (changed from “review by the Association Representatives”.)

SECTION 3 - The Constitution and By-Laws of this Council shall not conflict with the original Articles of Incorporation or amendments on file with the Secretary of State’s office in Boise, Idaho. Should a conflict occur, the Articles of Incorporation shall supersede the Constitution and By-Laws.

SECTION 4 - The President shall be the Presiding Officer and his actions are subject to review by the governing body of this Council.

SECTION 5 - The Board of Directors shall be non-partisan and non-sectarian.

SECTION 6 - Current copies of this Constitution and By-Laws shall be maintained by the Secretary. They shall be distributed to all current Officers. A copy must be present at all regular and special meetings. All amendments thereto shall be maintained in the same manner.

ARTICLE III – Legislation

The legislative powers of this Council shall be vested in the governing body, which shall be composed of the Council delegates. All must be members in good standing of a veterans’ organization, which are now or may hereafter be included in this Council.

ARTICLE IV – Membership

SECTION 1 - Membership of this Council shall consist of all the non-profit veterans’ organizations, which choose to become members and pay the required administrative costs.

SECTION 2 - They shall be represented on the governing body by their designated delegates.

ARTICLE V – Fiscal year

The fiscal year of this Council shall be the calendar year, January 1st through December 31st.

ARTICLE VI – Organization

SECTION 1 - The Officers of this Council shall be the Board of Directors.

SECTION 2 - Each member veterans’ organization should assign two representatives, known as Delegate and Alternate.

ARTICLE VII – Open

ARTICLE VIII – Amendments

SECTION 1 - All proposed alterations, amendments or revisions shall be maintained by the Secretary.

SECTION 2 - Alterations, amendments or revisions to this Constitution or By-Laws may be adopted only after:
A. The governing body has been notified in writing of the proposed changes at least ten days prior to vote;
            B. Changes have been read at a regular or special meeting; and
            C. They have been approved by two-thirds majority with a quorum present.

ARTICLE IX – Duties of Officers

SECTION 1 - President: As presiding Officer of this Council, and as ex-officio chairman of all committees, he shall be empowered to appoint committees and/or chairpersons, assign duties to Officers and Delegates, appoint temporary assistants and take whatever action deemed necessary in the best interests of the Council. All actions are subject to the approval of the governing body. The president shall ensure that the provisions of the Articles of Incorporation and the Constitution and By-Laws are complied with. The president shall preside at all meetings. The President shall normally countersign all checks with the Treasurer.
The president will normally sign all warrants, check requests, purchase orders and vouchers with the Secretary. The President shall be an authorized purchasing agent for the Council. The President will present and negotiate budget issues with the Ada County Commissioners.

SECTION 2 - Vice-President: It shall be the duty of the Vice-President to act in place of the President, in the President’s absence or inability to act. The Vice-President shall be a third authorized signature on all Council bank accounts.

SECTION 3 - Secretary: The Secretary shall keep complete records of all business conducted by the Council. Financial records, meeting minutes and governing body rosters shall be kept as permanent records. All other records will be kept for a minimum of two years. The Secretary shall maintain all necessary correspondence; affect all motions; orders and all resolutions adopted by the governing body; and the time and location of special meetings. The Secretary shall have sixty days following the year-end to prepare year-end reports, minutes of any special meetings and such other business pertinent to close the fiscal year, and to secure an economic and business-like administration of affairs. One copy of the annual year-end report will be given to each Delegate. The Secretary shall keep accurate minutes and tapes of all meetings. Minutes shall be kept in a book for that purpose only. These minutes must be kept as a matter of record and open for inspection at any time upon request. The minutes of the last meeting held must be read at the next meeting and signed and dated when approved. The Secretary shall notify all voting members, in writing, at least ten days prior to the nomination and election of Officers or any special meeting. The Secretary shall be an authorized purchasing agent for the Council. The Secretary shall perform all duties ordinarily performed by a Council secretary.

SECTION 4 Treasurer - The Treasurer shall disburse all moneys authorized by warrants, check requests and purchase orders. The Treasurer shall sign all checks issued on various funds of this Council, subject to appropriate counter signatures and properly dated. The Treasurer shall collect and receive all moneys due the Council from any source, depositing same in a financial institution approved by the Finance Committee and governing body. Deposit slips will be made out in duplicate; one copy for the institution and one copy for the files of the Treasurer. The Treasurer shall make a monthly report and accounting of all receipts and disbursements and promptly transmit copies of same to the governing body. In the event the annual income is in excess of ten thousand dollars ($10,000.00), the Treasurer shall ensure that a tax return for the Council, on proper Internal Revenue Service forms, be filed not later than five months after the annual review or audit. The Treasurer shall obtain signature cards for Officers (President, Vice-President, and Treasurer), and have them ready for signature immediately following installation of said Officers. New signature cards will be filed with the financial institutions concerned the first working day following the installation of Officers. The Treasurer must maintain a file on all properly signed and dated warrants, check requests and purchase orders. The Treasurer shall pay out moneys only on warrants, check requests and purchase orders that are properly signed and dated. The Treasurer shall present the financial records for review or audit when called to do so. The Treasurer shall keep as accurate record of all financial transactions. The Treasurer shall perform all duties ordinarily performed by a Treasurer.

SECTION 5 Judge Advocate - The Judge Advocate shall rule on questions of law and Parliamentary procedure and act as a member of the Legislative Committee if such a committee exists.

SECTION 6 - Authorized purchasing agents for the Council are the President and the Secretary. They are authorized to make standard purchases as needed to operate the Council. Major or unique purchases will have prior approval at a membership meeting. Purchasing agents shall ensure an accurately completed purchase order is prepared for each expenditure.

SECTION 7 - Each Officer shall know and perform the duties of such office as prescribed. Failure to perform his duties in a competent manner shall result in their removal from office by a majority vote of the governing body. Any Officer so charged shall have the right to respond in person before the governing body. Vacant Officer positions will be filled in accordance with Constitution Articles VII & VIII. When a primary delegate is removed, a request for a new delegate shall be made to his member organization.

SECTION 8 - Any Officer of the ACUVC may resign at any time by filing a written notice of resignation with the Secretary. In the case of the resignation of the Secretary, the resignation shall be filed with the President or Vice-President. Upon acceptance thereof, at a special meeting called by the President, the resignation shall become effective and the office deemed vacant. The President shall then conduct a special election to fill the vacant position, except the positions of President and Vice-President (see Constitution Articles VII & VIII).

ARTICLE X – Standing Committees

SECTION 1 - The following standing committees shall be appointed by the President:

1. Finance Committee
2. Constitution and By-Laws Committee
3. Building Committee

SECTION 2 - Committee Chairmen shall submit written annual reports of their activities during their tenure of office.

ARTICLE XI – Finance Committee

SECTION 1 - Finance Committee shall consist of the appointed Finance Director and four members to be appointed by the President. Tenure of office for members of the Finance Committee shall be for one year.

SECTION 2 - In the event a vacancy occurs in the Committee, the President shall appoint a new member.

SECTION 3 - Three-fifths of the members of the Committee shall constitute a quorum thereof.

SECTION 4 - All finances of the ACUVC shall be under the direct supervision of the Finance Committee. The committee shall see that the funds are handled at all times in such a manner as to secure an economic and business-like administration of financial affairs.  The Committee shall function according to the mandates of the governing body and the guidance of the Finance Director.

SECTION 5 - The Finance Committee shall prepare a recommended budget for the ensuing year and present same to the governing body for approval. This will be accomplished in a timely manner before the new fiscal year.

SECTION 6 - The Finance Committee shall, upon at least a three-fifths majority vote, authorize the investment of surplus funds with the approval of the governing body.

SECTION 7 - The Finance Committee shall have the power to call their meetings on their own initiative when any three members thereof give proper notice of time and place of such meeting.

SECTION 8 - The Finance Committee shall conduct semi-annual reviews of the Council’s finances.

ARTICLE XII – Building Committee

SECTION 1 - The Building Committee shall consist of the Building Director and four members to be appointed by the President. Tenure of office shall be one year.

SECTON 2 - In the event a vacancy occurs on the committee, the President shall appoint a new member.

SECTION 3 - Three-fifths of the members of the committee shall constitute a quorum.

SECTION 4 - The Committee shall formulate plans, policies and recommendations for the continued preservation, maintenance, operation and improvements to the building and grounds.

SECTION 5 - The Committee shall provide the Finance Committee, in a timely fashion, with cost estimates for the preservation, maintenance, operation and improvements to the building and grounds for the next budget year.

SECTION 6 - The Committee is responsible for submitting rules and regulations to the governing body for approval. Committee members shall not permit their veteran organization membership to interfere with said duties.

SECTION 7 - At any given time at least three Committee members shall assess any damage occurring to the building or grounds. They shall recommend to the governing body appropriate action to remedy the damage.

SECTION 8 - The Building Committee will be responsible for rental of the building, to include making appointments with prospective renters, showing the building and executing contracts. The Building Committee Director is authorized to sign rental contract for the Council.

SECTION 9 - The Building Committee will review all applications for employment, interview all prospective employees and recommend candidates for hire at regular or special Council meetings.

ARTICLE XIII – Constitution and By-Laws Committee

SECTION 1 -The Constitution and By-Laws Committee shall consist of three members, including the chairperson, and will be appointed by the President.

SECTION 2 - In the event a vacancy occurs on the Committee, the President shall appoint a new member.

SECTION 3 - The Committee shall annually review the Constitution and By-Laws. They will analyze and forward any recommended changes received to the governing body for approval.

ARTICLE XIV – Revenue and Finance

SECTION 1 - Revenue of this Council shall be derived from Ada County and any other legal sources. Revenues derived from the lease/rental of buildings, from grants, approved fund-raisers, or special endowments shall be used for the betterment and general welfare of this Council.

SECTION 2 - Revenue derived from Ada County shall be maintained in a separate ledger. Revenue derived from all other sources shall be maintained in another ledger. Dedicated funds shall be used only for the purpose intended. These moneys are non-transferable between accounts except upon approval of the governing body. All Council moneys shall be deposited and all investments made in the name of the ACUVC.

SECTION 3 - Reserve funds shall be invested to insure safe returns. This action may be taken only after a recommendation from the Finance Committee and with approval of the governing body.

SECTION 4 - A petty cash fund may be established for incidental purposes. Each purchasing agent may have access to the petty cash fund.

SECTION 5 - A review of all Council accounts shall be conducted semi-annually. An audit by a qualified person shall be conducted as required. Reports of each review/audit shall be presented to the governing body at a meeting following each review/audit.

SECTION 6 - All warrants and check requests and all expenditures require a legible, itemized invoice or purchase order, signed by the person initiating the expenditure, and a return of a legible, itemized sales slip and/or invoice. This Council will accept no other procedure.

ARTICLE XV –General

SECTION 1 - The governing body shall have charge of all Council property.

SECTION 2 - The Board of Directors shall have a written copy of the job description of all employees, with hours, pay, and employee benefits itemized, after it has been approved and voted on by the governing body.

SECTION 3 - A complete inventory of all property of the Council shall be taken annually by an Inventory Committee appointed by the President.

SECTION 4 - No employee of this Council shall be directly related to a member of the governing body.

SECTION 5 - Any incident of a criminal nature must be reported to law enforcement officials immediately.

SECTION 6 - Special meetings may be called by the President or when directed by three delegates.

SECTION 7 - Order of Business:

1. Opening Ceremonies/Pledge of Allegiance
2. Roll call of the governing body. If meeting has a quorum, it may proceed.
3. Reading of the minutes of the last meeting.
4. Itemized report of receipts/disbursements and report of bills due.
5. Reports of appropriate Directors and Committee Chairpersons.
6. Elections (when appropriate).
7. Oath of Office (when appropriate).
8. Old business
9. New business
10. Good of the Order
11. Adjournment

SECTION 8 - There will be no absentee voting and voting by proxy is specifically prohibited. Each member organization shall have one vote only. Delegates may be charged as per Article V, Constitution.

SECTION 9 - Council property shall not be rented or loaned out of the building at any time without the consent of the Building Director, who shall be responsible for the property return.

SECTION 10 - Only authorized persons shall have keys to the building. All keys will be signed in and out by member veterans’ organizations or Auxiliaries. The Secretary will maintain that list.

SECTION 11 - Any employee engaging in any illegal activity will be immediately terminated by the Building Director or the President. Termination for any other reason will be done by majority vote of the governing body, with written notice to the employee from the Building Director.

Constitution and By-Laws revised and adopted November 2, 2005.