National Commander Ralph Kleyla and his wife Mickey.
We do not feel we did anything special except served our country when she needed us the same as any other veteran.We just enlisted at a younger age than most.
The following new VUMS By-laws were voted on and approved at the General Membership meeting held at the April 16 - 18, 2015 National Reunion at Branson, Missouri. Please contact me with suggestions or questions.
NOTE: APPROVED CHANGES TO THE CURRENT BY-LAWS ARE ENTERED IN BOLD LETTERING AND UNDERLINED. PLEASE CONTACT THE NATIONAL COMMANDER WITH SUGGESTIONS FOR CHANGE. THANK YOU.
VETERANS OF UNDERAGE MILITARY SERVICE, INC.
Name and Objective of Corporation
Section 1. Name: The Corporation shall be known as the VETERANS OF UNDERAGE MILITARY SERVICE, INC., hereinafter called the Corporation.
Section 2. Objective: To act as an organization to further the interest of veterans who served in the U. S. Military at any time under the legal age of enlistment.
Section 1. Membership: All membership forms are for life. unless terminated by the member or the organization.
a. Life Membership shall be limited to those persons who served honorably in the U. S. Military at any time under the legal age of enlistment. The legal age of enlistment is considered to be seventeen (17) years for the Army, Navy, Marine Corps, Air Force and Coast Guard; sixteen (16) years for the Merchant Marine and only for the period for which veterans status was conferred by law; and twenty (20) years for women who served in the US Navy and Coast Guard and 21 for the US Army prior to 12 June 1948. Life Members shall enjoy all of the rights and privileges of membership in the Corporation during their lifetime.
b. Life Charter Members (LCM) shall be those who were entered on the membership rolls prior to 25 October 1992.
c. Life Auxiliary Members (LAM) shall be the spouses, widows/widowers, sons, daughters, grandsons, granddaughters, sisters, or brothers of members in good standing. If the sponsoring member dies while in good standing, the applicable auxiliary membership shall continue, but shall cease upon that Auxiliary member’s death. Auxiliary Members shall enjoy all rights of membership excepting the right to vote on matters brought before the membership and the right to hold office. Maximum number of Auxiliary Members shall not exceed fifty percent (50%) of the total membership.
e. Honorary Members (HM) shall be those persons who are granted such status upon the recommendation of the National Commander and with the approval of the Board of Directors. Those persons receiving such status shall by their actions, and example, have exhibited outstanding citizenship qualities and/or contribute to the goals of the Corporation. Honorary Members shall enjoy all rights of membership excepting the right to vote on matters brought before the membership and to hold office.
f. Members of all classes must conform to the policies and guidelines as set by the Corporation, as well as these by-laws.
g. Any inactive member, regardless of class of membership will, at the discretion of the National Commander be eligible to be re-instated upon the payment of a one-time fee of twenty-five dollars (25.00).
Section 2. Term and fees: Membership is continuous after payment of the initial fee of twenty-five dollars (25.00). Membership fees may be changed by unanimous vote of the Board of Directors with concurrent majority vote of the general membership, without requiring amendment to these by-laws.
Section 3. Resignation: Any member may resign from the Corporation at any time.
Section 4. Suspension: A member may be suspended or expelled from the Corporation if they are convicted of treason against the United States or consistent acts contrary to the interest of the Corporation, its members or veterans. Members or prospective members who have been convicted of a felony will at the discretion of the National Commander, with concurrence of three-quarters of the board of directors, be prohibited from becoming a member or continuing their membership. Any board member may propose suspension or expulsion which must be approved by a three-quarter vote of the directors.
The fiscal year of the Corporation shall end on December 31 of each year.
Section 1. Annual Meeting of Members: Members may meet annually. At such time the Members shall elect a replacement for the retiring member of the Board of Directors and receive the annual reports of officers, directors, committees and the transaction of other business. Notice of the meeting, signed by the Secretary, shall be sent to the Newsletter editor for publication at least (30) days before the time appointed for the meeting. Proof of notice is the publication of the meeting dates in the Newsletter.
All notices of meetings shall set forth the place, date, time and purpose of the meeting.
Section 2. Special Meetings: Special meetings may be called by any officer or director, with the approval of the National Commander, at their discretion. Notice for any special meeting is to be given in the same manner as for the annual meeting, except that only five (5) days notice is required. No business other than that specified in the notice of meeting shall be transacted at any special meeting of the members of the Corporation.
Section 3. Waiver: Notwithstanding the provisions of any of the foregoing sections, a meeting of the members of this Corporation may be held at any time and at any place within or without the State of Maryland, and any action may be taken thereat, if notice is waived in writing by every member having the right to vote at the meeting.
Section 4. Quorum: The members attending any meeting shall constitute a quorum and directors shall be elected by majority vote.
Section 5. Proxies: Every member of the Corporation entitled to vote at any meeting thereof may vote by proxy. A proxy shall be in writing and revocable at the pleasure of the member executing it. Unless the duration of the proxy is specified, it shall be invalid after eleven (11) months from the date of its execution.
Section 6. Order of Business: The order of business shall be as follows at all the meetings of the Corporation
- Roll call of Officers and Directors
- Reading of the minutes and financial report
- Receiving communications
- Reports of Officers
- Election of Directors
- Reports of Committees
- Unfinished business
- New Business
Any questions as to priority of business shall be decided by the Chair without debate.
Section 1. Number: The property, affairs, activities and concerns of the Corporation shall be vested in a Board of Directors, consisting of not less than three (3) directors, nor more than (9). The Board shall consist of the duly elected National Commander, the National Vice-Commander, the National Secretary, the National Treasurer, the Immediate Past National Commander and Directors at Large. The members of the Board shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified.The National Commander may at his discretion, appoint a maximum of two (2) alternate board members who, in the absence of an elected member, and for the duration of that meeting only, shall have full voting authority.
Section 2. Election of the Directors and Term: The Directors at Large of the Corporation shall be elected for a term of five (5) years with the exception of the first election at which time the terms will be staggered from one (1) to five (5) years. At the expiration of any term, any director may be reelected. The word “year” shall mean the period between annual meetings, whether such period is less or more than a calendar year.
Section 3. Duties of Directors: The Board of Directors shall manage the affairs of the Corporation. The Board of Directors may:
a. Hold meetings at such times and places as it deems proper.
b. Admit members and suspend or expel them by ballot.
c. Appoint advisory board members. If so chosen such person may attend meetings of the Board of Directors and participate in discussions, but they may not vote.
d. Appoint committees for special tasks or duties as warranted. Each committee chairperson shall be named by the Board of Directors or the National Commander.
e. Audit bills and disburse the funds of the Corporation through the Treasurer.
f. Print and circulate documents and publish articles.
g. Employ agents.
h. Devise and execute such other measures as it deems proper and expedient to promote the objectives of the Corporation and to best protect the interest and welfare of the members.
Section 4. Meetings of Board: Regular meetings of the Board of Directors shall be held at least one (1) time per year. Location of said meeting will be the same as, and held with 48 hours prior to, the annual general membership meeting. Notice of the meeting shall be appended to the notice published in the newsletter mentioned in Article IV, Section 1. The Commander may, if deemed necessary, or the Secretary shall, at the request in writing of two members of the Board, issue a call for a special meeting of the Board, and only five (5) days notice shall be required for such special meeting.
Section 5. Quorum: Those members of the Board of Directors present at any meeting shall constitute a quorum for the transaction of business. All decisions shall be made by majority vote, except where otherwise provided by statute or provided herein.
Section 6. Absence: Should any member of the Board of Directors absent himself/herself unreasonably from three consecutive meetings of the Board without sending a communication to the Commander or Secretary stating his/her reason for so doing, and if his/her excuse should not be accepted by the members of the Board, his/her seat on the Board may be declared vacant, and the Commander may forthwith proceed to fill the vacancy.
Section 7. Vacancies: Whenever any vacancy occurs in the Board of Directors by death, resignation or otherwise, it shall be filled without undue delay by the National Commander. The person so chosen shall hold office until the next annual meeting.
Section 8. Removal of Directors: Any one or more of the Directors may be removed either with or without cause, at any time, by a vote of two-thirds of the members present at any special meeting called for that purpose.
Section 1. Number: The officers of this Corporation may be a Commander, Vice Commander, Secretary, Treasurer and Immediate Past National Commander.
Section 2. Method of Election: The officers of this Corporation shall be elected by mail ballot sent to all members in good standing via Newsletter if there are two or more candidates for the office. If there is only one candidate for an office, they will be considered to be elected by acclamation. The term of office shall be three (3) years. The Commander and Vice-Commander shall serve on a calendar year basis. The Secretary and Treasurer shall serve from the time of the general meeting following the election to the general meeting three years later. In the event of a mid-term election/appointment necessitated by the death or resignation of the National Commander the successor shall complete the term of his predecessor.
Section 3. Duties of Officers: The duties and powers of the officers of the Corporation shall be as follows:
The Commander shall preside at all meetings of the Board of Directors and at all meetings of the membership and shall furnish a report of the conditions of the Corporation. At all meetings of the membership, the Commander shall present the policies, programs, reports, etc., of the Board of Directors. The Commander shall, if required, cause to be called regular and special meetings of the Board of Directors and of the membership in accordance with the Articles of Incorporation. The Commander shall enforce the laws of the Corporation and perform all duties incident to the position and office which are required by law. The Commander shall make all reasonable efforts to consult with members of the Board of Directors in any emergency matter. This shall not, however detract from the Commander’s discretionary power to act on behalf of the Corporation, reporting any action so taken within 48 hours to as many members of the Board as possible. In view of the requirements for the Commander to frequently travel, those expenses incidental to travel to the National Reunion and/or other functions necessary for his presence shall be reimbursed by the Treasurer. This is a reimbursement only and must be verified in writing to the satisfaction of the Treasurer.
During the absence or inability of the Commander to render and perform his/her duties or exercise his/her power, the same shall be performed and exercised by the Vice Commander; or should he/she be absent or unable to act, then the Immediate Past Commander shall assume the duties. In the event that the Commander, Vice-Commander, and the Immediate Past Commander are unable to act, the Board of Directors shall designate a temporary executive officer: such officer shall have all the power and be subject to all the duties given to or imposed upon the Commander. The reimbursement indicated for the National Commander shall apply to the Vice Commander if he has traveled in the stead of the National Commander.
The Secretary shall keep the minutes of meetings of the Board of Directors and of the membership in appropriate books.
The Secretary shall be the custodian of the records (other than those pertaining to the office of the Treasurer) and of the seal, and affix the latter when required.
The Secretary shall give and serve all notices of the Corporation.
The Secretary shall keep all appropriate records of the Directors and the corporate members so as to show at all times their names, alphabetically arranged, their respective places of residence and their post office address. Travel expenses incidental to the Secretary attending the National Reunion shall be reimbursed; no other travel expenses shall be reimbursed.
The office of Secretary/Treasurer may be held by one person.
The Treasurer shall have the care and custody and be responsible for all the funds and securities of the Corporation, as well as of title deeds, mortgages and like documents relating to the real and personal property of the Corporation in such bank or banks, trust company or trust companies or safe deposit vaults as the Board of Directors may designate.
The Treasurer shall sign, make and endorse in the name of the Corporation all checks, drafts, warrants and orders for the payment of money, and pay out and dispose of same and receipt thereof, under the direction of the Board of Directors.
The Treasurer shall exhibit at all reasonable times his books and accounts to the Commander and/or to the Board of Directors and to any committee designated by the Board of Directors to make such examination.
The Treasurer shall render a statement of the condition of the finances of the Corporation at each regular meeting of the membership and at such other times as shall be required of him/her by the Board of Directors.
The Treasurer shall keep at the office of the Corporation or at such other place agreed upon by the Board of Directors correct books of account of its business and transactions and such other books of account as the Board of Directors may require.
The Treasurer shall assist in the necessary filings of any tax or other informational reports, returns, etc., that may be required by any federal, state or local governmental agency or office.
The Treasurer shall do and perform all duties pertaining to the office of the Treasurer. Travel expenses incidental to the Treasurer attending the National Reunion shall be reimbursed; no other travel expenses shall be reimbursed. This same rule shall apply to the VUMS Quartermaster who must attend all National Reunions.
The office of Secretary and Treasurer may be held by one person.
Immediate Past Commander
The Immediate Past Commander may hold a position of membership on the Board of Directors and may, in the event of the inability of the Commander or Vice Commander to act, assume the duties of Commander.
Past National Commanders
All Past Commanders may serve as advisors to the Board of Directors but will not have a vote on the decisions of the Board.
Section 4. Bond of Treasurer: The Treasurer shall, if required by the Board of Directors, give to the Corporation such security for the faithful discharge of his/her duties as the Board may direct.
Section 5. Vacancies: All vacancies in any office shall be filled by the Commander without undue delay, or at a meeting specially called for the purpose.
In the event of the dissolution of the Corporation, and prior to the completion thereof, the Board of Directors by two-thirds (2/3) vote shall provide that all liabilities of the Corporation are paid, satisfied and discharged, and all remaining assets, property and income held by the Corporation shall be expended or applied to the purposes of the Corporation, or one or more of such purposes by transferring and conveying such assets, property and income to one or more such corporations or organizations, organized and operated exclusively for veterans purposes, to which exemption from income taxes has been granted under Section 501 ( C ) (19) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and no part of the remaining assets, property or income shall be distributed to members or to any other person whatsoever.
Section 1. Authority: Committees may be appointed by the Commander and by the Board of Directors for such special tasks or duties as are warranted. Each committee shall adopt rules of procedure and shall meet as provided by such rules.
The members of such committees shall hold office until the next general Board of Directors meeting unless otherwise extended by the Commander. Members of the committee present shall constitute a quorum for the transaction of business, unless by a majority vote of its entire membership decide otherwise.
The seal of the Corporation shall be as more particularly shown in the following impression:
VETERANS OF UNDERAGE MILITARY SERVICE, INC.
The articles of Incorporation and By-Laws may be amended, repealed, or altered in whole or part by a two-thirds vote at any duly organized meeting of the members of the Corporation. The proposed change shall be prepared by the Secretary and submitted to the VUMS Editor for publishing in the America’s Young Warriors or published on the www.oldvums.org website. If requested by any member a copy shall mailed at least thirty (30) days before the time of the meeting which is intended to consider the change.
Second Revision. Approved by membership on 18 April 2017
Third Revision Approved by membership on 20 April 2012
Fourth Revision Approved by membership on 7 May 2014
Fifth Revision Approved by membership on 18 April 2015
Sixth Revision Approved by membership on 24 April 2017