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Amendments to the POVA Constitution | |||||||||||||||||||||
I hereby formally propose the fopllowing amendments be brought before the full membership for consideration and vote at the 2006 POVA Reunion.
Synopsis of proposed amendments:
1: Clarifying the role of Vice President, and establishing a process of succession.
2: Keeping the newsletter, web site, etc. free of political endorsements and denominational agenda.
3: Re-Application of Resigned Member
4: Separating Article VI - Amendments and Conclusions into Separate Articles.
5: Protection of Association Assets
6: Non-Reunion Year Business Meetings
7: Past President as Board Member
8: Dues
9: Composition of the Board
10: Voting by Absentee Ballot, Majority Needed to Approve Amendments, and Notification Procedures
 Adopted |
Proposed Amendment #1- The Office of the Vice President, VP Duties, and Succession
Purpose: This amendment is offered because in the current Constitution there is no clear-cut differentiation between vice presidents, the duties of vice president, and who should assume the Presidency should that office become vacant. Recommended change are in bold: Amendment: Section 3.2 b.1 shall read: b.1: Vice Presidents: The membership shall elect one First Vice President, and sufficient additional vice presidents to allow the full and proper performance of all Association goals and objectives. Sufficient vice-presidencies will be maintained to allow the elected involvement of several Members, so as to assure broad-scale participation in the affairs of the Association. In the period between Reunions, the President may appoint additional Vice Presidents, subject to approval of the Board of Directors at the next Reunion. New Section - Duties of the Vice President Amendment: Article III, Section 3.2 b.2 shall read: "b.2 The First Vice President shall represent the Association with other organizations upon the direction of the President, and shall preside over regularly scheduled, special, and Board meetings when the President is absent or unable to attend; and shall perform such other tasks as directed by the President, the Board of Directors, or the membership." New Section - Succession in Office Amendment: Article III, Section 3.2 b.3 shall read: "b.3 In the event of the President's resignation, or his/her inability to perform the duties of the Presidency, or if the office of the president should otherwise become vacant, the First Vice President shall assume the office and duties of President." |
| Adopted |
Proposed Amendment #2 - Use of Association Communications Channels
Purpose: This amendment is being offered because attempts have been made to use our communications channels to support political and religions agenda .This amendment will make the formal statement that we're keeping clear of those arenas. Amendment: Article I - General Provisions New Section 1.4 shall read: "The Association's communications channels, including its newsletter, web site, and print and electronic mailing lists shall be reserved primarily for materials relating to psychological operations and veterans issues, and other materials which may be of interest, education and benefit to veterans and POVA members. These channels shall, however, remain free of materials and messages promoting political parties, political candidates, and/or promoting specific religious denominational agenda. |
| Adopted |
Proposed Amendment #3 - Reapplication of a Resigned Member
Purpose: This amendment provides a structure for members who have repudiated POVA to return to the fold. This doesn't affect the ability of a lapsed member to re-join by paying dues, or an individual who has left office - just those who've rejected overall membership outright. Article II - Membership New Section 2.7 Shall read: "Any member who resigns his/her membership and who then wishes to re-join the organization must make application to the Board of Directors for reinstatement. Upon receipt of an application for reinstatement, the President must query the board to determine if there are objections for cause. The Board must approve or deny such reinstatement by simple majority of those voting. " |
| Adopted |
Proposed Amendment #4 - Separating Article VI Amendments and Conclusions into two sections.
Purpose: This is simply a housekeeping amendment to make addressing these two issues easier to deal with. It'll become clear as you read the rest of the amendments. Amendment: Article VI is hereby renamed "Voting Procedures"; A new Article VI entitled "Conclusions" is hereby created. |
| Adopted |
Proposed Amendment #5 - Protection of Assets in a Merger
Purpose: There's been a discussion regarding the possibility of a merger with another organization. This amendment does not address the specifics of that discussion. We need to keep in mind however, that the current Constitution strips the Association of all its funds and assets should a merger be agreed to. This amendment is designed to help protect our treasury and assets should such a merger be deemed appropriate at any time in the future. Current Article VI, section 6.3 was written to concur with prevailing IRS code which says that a dissolving non-profit has to will its assets to another non-profit. At present that section reads: 6.3. In the event this Association is dissolved or ceases to function, and any assets remain, said assets will be liquidated and any proceeds used to discharge any financial obligations of the Association. a. If there are any remaining funds upon discharge of all financial obligations, such funds will be donated in the name of this Association to the Viet Nam Veterans' Memorial in Washington, D.C., for its continued maintenance and upkeep. b. As used in this section, "assets" includes any cash, equipment, supplies, property, or any other thing of value which is owned by the Association; but does not include any property loaned to or used by the Association which has not been purchased by the Association or which has not been donated to the Association. Further, "assets" will not be defined to include any personal property of any Member which is being used to support the activities or administration of the Association. I think we can keep this language, but add another amendment which would allow for the transfer of our assets prior to any dissolution and merger into another entity: The new amendment (section number 7.1 - if the previously offered amendment is approved) to read: "7.1 Should this Association consider merging with another Association or organization, said merger partner must be an existing 501 (c) 3 non-profit organization, or an existing 501 (c) 19 Veterans Organization." That would allow us to "donate" cash and assets to the other entity before formally dissolving, thus preserving our stuff. Amendment: Current Section 6.3 shall be re-numbered as Article 7, Section 2 ( 7.2 ) |
| Adopted |
Proposed Amendment #6 - Non-Reunion Year Business Meetings
Purpose: In the future events occur between reunions which may call for membership attention and vote. But getting members together physically in an off year might be particularly difficult. This amendment will allow "between reunion" meetings to be conducted by web site, mail and e-mail, with members voting by through the same channels. The benefit will be that the officers and Board could thereby get more work accomplished and the membership could take action, without waiting two years for confirmation. This is not a requirement for special meetings, but will provide a mechanism if such a meeting were deemed appropriate by the Board. Amendment - Section 4.1 shall read (changes in bold) "4.1. The Association will meet as often as the Membership desires, and will attempt to conduct a general Membership reunion at least biennially. Specific meeting dates, times, and places will be determined by the Board of Directors and will be published in writing in the periodic newsletter as far in advance as possible. Meetings called to conduct business between reunion events may be conducted by e-mail and/or postal notification, with members casting votes by e-mail, by or voting by postal mail. In such meetings notification rules and voting eligibility rules detailed in other sections of these By-Laws remain in effect." |
| Declined |
Proposed Amendment # 7 - Making the Immediate Past President a Board Member.
Purpose: To provide the Board with the experience and continuity offered by retaining the immediate past president as a voting member of the Board of Directors. This amendment allows, but dos not require, an immediate past president to become a Board Member for the following two years? Amendment: Article 3.3 shall read: "3.3. Board of Directors: The elected officers as described in section 3.2 above, and the Association's Chaplain will serve as the Association's Board of Directors. The Association's immediate Past President may also serve as a full voting member of the Board for a term of two years after leaving the Presidency. This amendment goes into effect with the 2006 election of officers." |
| Tabled |
Proposed Amendment # 8 - Dues
Purpose: At present the amount of dues is set as a constitutional item. This amendment modifies the language so we won't need a Constitutional revision any time we want to adjust the fee. Amendment: Section 5.1 shall read: "5.1. Annual membership dues are and payable each January 1. Members may pay discounted advance dues in the amount for a five-year period. The amount of the annual and five-year membership due are set by the membership. Dues payments will be made to the Association in a manner determined by the Board of Directors. There will be no prorating of annual dues." |
| Adopted |
Proposed Amendment # 9 - Members of the Board of Directors
Purpose: The Constitution specifically names the members of the Board of Directors as: President Vice President(s) Secretary Treasurer, and Trustees In practice, however other individuals have been included and have voted in Board deliberations. This amendment, reconciles the Constitution with traditional practice. Amendment: Article 3.3.c is hereby created and shall read: "Other Offices: At anytime the membership or the President with the approval of the Board of Directors may see the need for additional elected positions. As of September 15, 2006, these additional positions are Liaison Officer, Veterans Service Officer, Newsletter Editor and Co-Editor and Historian. These Officers are non-voting members of the Board of Directors. All offices created by the Board between membership meetings except those listed above will be confirmed by membership vote." |
| Adopted |
Proposed Amendment #10 - Voting by Absentee Ballot, majority to Approve Amendments, and Notification Procedures
Purpose: The actual process of member voting is addressed in only one place in the current Constitution - Article VI, 6.1. And that only addresses Constitutional amendments. By tradition all decisions have been made only by those attending reunion business meetings. Other paid members have not voted on other issues such as the election of officers, choice of next reunion site, where our donation should be made, etc. Since there's currently no prohibition against Absentee Ballot voting, members can cast their ballots that way if they want to - on all but Constitutional issues. I believe paid-up members should be able to vote on any topic whatsoever. So I'd like to make Absentee Ballot voting a clearly defined part of the Constitution. I also think it's appropriate that all members - regardless of their ability to physically attend business meetings, should also have the right to vote on all issues, including Constitutional Amendments. To make it happen we need to: Amendment: Current Article 6.3 is hereby renamed Article 7.1 Amendment - Article VI shall read: "6.1 All paid members in good standing shall have the right to vote on all issues before the membership either in person at Membership meetings or by written or e-mail Absentee Ballot. To vote by Absentee Ballot a member in good standing must provide an officer or other member of the organization with the written or e-mail authority to vote in their place. The individual holding said Absentee Ballot must present such authority to the Board at the beginning of any meeting." To give amendments more stature than routine issues coming before the membership I also propose the following change to 6.3 Amendment - Section 6.3 shall read: "6.3 (Changes in bold) Amends to this Constitution and Bylaws must be made in written form, and must receive support from a two-thirds majority of Members voting in a periodic meeting or reunion. Any approved amendment will take effect immediately upon voted approval by the Membership, unless specifically stated otherwise." And to assure proper, timely notification of members on major issues: Amendment - New Article 6.4 is hereby created and shall read: "6.4 Procedures for Presenting Proposals and/or Amendments for Vote a: Any paid member in good standing may present a proposal or a Constitutional amendment for a membership vote. b: Constitutional amendment proposals must be presented to the Board of Directors, in writing, in the specific language proposed, not less than 90-days prior to the meeting in which such amendments are to be considered and voted upon. c: The Board of Directors shall notify all paid members in good standing through the Association newsletter, postal letter, e-mail, and/or web site of such proposals and /or amendments, along with their comments on the effects of such actions, not less than 60-days prior to the meeting in which such amendments are to be considered and voted upon." |
Richard G Hofmann, Past President
Amended By-Laws
