The Name of this organization shall be the Vietnam and All Veterans of Brevard, Inc. Hereinafter; it may be referred to in these articles as VVB. The Vietnam and All Veterans of Brevard is chartered as a non-profit corporation under, and pursuant to, the laws of the State of Florida.

To provide assistance to Vietnam and all Veterans in their readjustment to life in the civilian community. The services provided by the corporation will be charitable in nature.

To provide aid to economically, emotionally, and culturally deprived persons and groups through education, sports, and motivational programs.

To make available to the public, information regarding the worthwhile and noteworthy contributions to the Brevard County community by Vietnam and all Veterans, and information regarding the activities and programs initiated by the corporation.

To work toward the elimination of discrimination suffered by Vietnam and all Veterans and to develop channels of communication, which will assist Vietnam and all Veterans to maximize self-realization and enrichment of their lives and enhance life fulfillment.

To study on a nonpartisan basis proposed legislation or rules and regulations introduced in any federal, state, or local legislative or administrative body which may affect the social, economic, educational or physical welfare of Vietnam and all Veterans, and develop policy proposals designed to address the value of such proposed legislation.

To conduct and publish research on a nonpartisan basis, pertaining to the relationship between all Veterans and the American society, the Combat experience, and the role of the United States in securing a peaceful coexistence in the world community

To engage in all other activities which are related to the foregoing purposes provided, however, that the corporation shall have no purpose and shall exercise no power which would prevent it from qualifying as an organization described in 501(c)(3) of the Internal Revenue Code of 1954 as exempt from taxation under Section 501(a), and to which contributions and gifts may be made which would entitle the donor to the allowance of a deduction under the provisions of Section 170 of said Internal Revenue Code.

The corporation shall have all the powers expressly granted to non-profit corporations under the provisions of the Florida Non-Profit Corporation Act and all other powers necessary or useful to enable the corporation to carry out its purposes as set forth in Article II.

VVB membership is open to all concerned with the desire to support the aims and purposes of the Corporation. The Board of Directors is hereby authorized to establish other qualifications for regular memberships as it deems appropriate from time to time in order to fulfill the purposes of the corporation as set forth in Article II.

Membership status shall be held by any individual qualified under the guidelines set forth in Section 4.1 after submitting an official registration and having paid the established dues.

Annual dues will be established by the Directors and approved by majority vote by the general membership in attendance at the annual meeting.

The Board of Directors shall have the authority to waive the dues of any individual in cases of whatever extenuating circumstances deemed appropriate at the time.

Voting members for purposes of electing the Board of Directors must be paid members in good standing for at least 45 days prior to the annual elections. Absentee ballots will be available to qualified members through the nomination committee.

Any individual, corporation, or other entity that desires to support the aims and purposes of the Corporation by rendering services and/or monetary contributions to the Corporation shall be entitled to a Sponsor Membership. A Sponsor Member shall have no voting rights. No Sponsor Member shall be eligible to hold any position as an officer or director of the corporation.

Upon application to the directors by any member and after a majority vote of the directors, any member may be removed for cause by a majority vote of the general membership present at a regular membership meeting. The accused member must have the opportunity to defend himself/herself before the Board and/or Membership.

Causes, which include but are not limited to:

a) Financial irresponsibility concerning VVB funds.

b) Engaging in activities contrary to the goals and purposes of the corporation as outlined in the Articles of Incorporation and by-laws of the Corporation.

c) Failure to comply with any provision of requirements established by the Corporation, including, but not limited to those enumerated within this section.

All employees of the Corporation, should be current members of the VVB. All member employees have the same voting rights as all members except when voting for raises or bonuses for employees. All raises and bonuses must be approved by the Executive Board, and if employee sits on the Executive Board he/she may not vote on any employee raise or bonus.

Regular meetings of the members shall be held monthly on such date as shall be determined by the Board of Directors and announced to the individual members.

The annual meetings of the corporation shall be held in the month of January, beginning with the year 1986, on a date and at a time and place determined by the Directors for the purpose of Installing officers and transaction of such other business as may properly come before the meeting.

Special meetings of the members may be called at any time by the President, and shall be called by the President or Secretary at the request of a majority of the Directors or at the request of a majority of the individual members.

All meetings of members shall be held at such a place as the Directors may select and designate in the notice of such meeting.

Notice of the annual and special meetings of members stating the purpose for which the meeting is called, the date, time, and place it is to be held, shall be delivered: in person, by phone, by mail, or by electronic mail (e mail), to address of record, to each member entitled to vote at such meeting, and not less than 7 days before any annual meeting.

The members present and entitled to vote at any meeting provided that at least 50 percent of the Board of Directors is also present, shall constitute a quorum for the transaction of business, with pre approved excused absentees being accepted.

A vote of the majority of the membership present at the regularly scheduled monthly meeting has the right to overrule any decision made by the Directors.

The governing board of the corporation shall be the Board of Directors which (hereinafter may be referred to as Directors) shall manage the corporation and which shall consist of the number of members fixed from time to time by the Directors in accordance with 6.2 below.

The number of members of the Board of Directors, including the officers listed in Article VII, herein, and immediate Past President of the Corporation and the Chapter representatives, shall consist of not less than five and not more than fifteen and shall be determined by the Directors.

All officers shall be on the Board of Directors for a term to coincide with their term of office.

One half of the entire membership of the Board of Directors shall constitute a quorum for the transaction of business, with pre approved excused absentees being accepted.

An annual meeting of the Directors shall be held prior to the annual membership meeting.

Regular meetings of the Board of Directors may be held at such time and place, as it shall determine from time to time. Special meetings of the Directors shall be held upon notice to the members of the Board of Directors and may be called by the president or on the request by a majority of the Board of Directors.

Upon application to the directors by any member and after a majority vote of the directors, any board member may be removed for cause by a majority vote of the general membership present at a regular membership meeting.

Causes, which include but are not limited to:

a) Three consecutive un-excused absences as deemed by the Directors with regard to Board of Directors or General Membership meetings.

b) Financial irresponsibility concerning VVB funds.

b) Engaging in activities contrary to the goals and purposes of the corporation as outlined in the Articles of Incorporation and by-laws of the Corporation.

c) Failure to comply with any provision of requirements established by the Corporation, including, but not limited to those enumerated within this section.

All fund raising activities undertaken by the corporation must be authorized and approved by the Board of Directors.

The general regular membership shall elect or appoint all officers of the Board of Directors who shall have powers and functions as hereinafter provided. All officers shall be installed at the annual meeting of the general regular membership, or at a special function provided for that purpose. Offices of the President, Vice President shall be limited to two full consecutive terms per office.

All Officers and Directors must be registered regular members. To serve in the office of President, or Vice President you shall be a veteran who served in a military organization that fulfilled a combat role, and received an honorable discharge as shown on their DD Form 214. All Officers claiming veteran status must hold an honorable discharge with a DD 214 on file.

In the event of death, resignation or removal of the President, the Vice President will assume the office of President. The Board of Directors, at its discretion, may elect or appoint successors to fill the unexpired terms of all other officers and/or directors.

The President shall preside at all meetings of the members and of the Board of Directors and shall perform other duties, as the Directors shall determine.

During the absence or disability of the President, the Vice President shall have all the powers and functions of the President. The Vice President shall have all other duties and functions which the President shall prescribe.

The Treasurer shall have the care and custody of all the funds and securities of the corporation, (excluding committees who have the express authority of the Board of Directors to maintain their funds, pursuant to section 7.15 below), and shall, at all reasonable times, exhibit these books and accounts to any officer, or member of the corporation upon request. A comprehensive financial statement shall be provided to the general membership at the annual meeting, to include an audit as deemed by the Board of Directors.

The Secretary shall keep the minutes of the Board of Directors and also the minutes of the meeting of the members. He/she shall also have the custody of the seal of the Corporation, and shall affix and attest the same to documents when duly authorized by the Directors. He/she shall attend to the giving and serving of all notices of the corporation. He/she shall keep a membership roll containing the names of all the members of the corporation, showing their place of residence and dates they became members.

The Sergeant of Arms will be responsible for ensuring that the meeting room is in proper order and contains an American Flag. The Sergeant of Arms will shall also be responsible for enforcing order during the meeting, by direction of the President.

Membership Representatives shall represent the members at all Board of Directors meetings and be members of the membership committee.

Quartermaster shall maintain and control all items assigned to that position. A written inventory shall be maintained and available to the Board of Directors upon request.

Vietnam Veterans of Florida State Coalition Spokesperson shall be responsible for representing the VVB at all VVF meetings. There will be alternates to assist.

The President of the Corporation shall appoint an election committee from the registered regular membership at least sixty (60) days prior to the annual meeting.

All persons seeking election as an officer or Director of the Corporation shall have their names submitted to the chairman of the election committee.

All candidates for office shall present appropriate documentation as the circumstances warrant, to the chairman of the elections committee. This provision can be waived on an individual basis upon majority vote of the Board of Directors.

The corporation may have committees. The Directors will have a governing power regarding said committees as outlined below, but not limited to: (With the exception of the election committee, which is governed in Section 7.12 above.)

a) The committees shall elect their own officers where applicable, and must be VVB members in good standing.

b) Any elected member of the Board of Directors, who wishes to regularly attend scheduled committee meetings, may vote on that committee.

c) At the Director's regular meeting, the committees will provide a copy of their minutes and attendance list when applicable.

d) All committees that keep their own funds will provide the Directors a monthly financial statement.

e) All committee fund raising activities must be approved by the Directors prior to the activity.

f) All expenditures, outside normal operating procedures, over $1,000 must be approved by the Directors.

g) Upon dissolution of any committee in the VVB, the Directors will control the disbursement of any and all remaining funds.

h) No committee shall be authorized to make any representation, demands, or assert any position of the VVB without approval of the Directors.

i) All deficit spending must be pre-approved by the Board of Directors.

j) Only committee members who are VVB members in good standing may vote to expend funds.

These bylaws may be amended as provided in the Non-profit Corporation Act. Any such amendments to these bylaws shall be made at the time of the annual meeting by a two-thirds vote of those members present.

All members shall be notified of any proposed amendments at a reasonable time prior to the annual meeting.

The Corporation shall have new Chapters. Chapters shall be members of the corporation and will be required to meet the following qualifications:

In order to be eligible for establishment as a Chapter within the Corporation, a group must contain at least fifteen (15) regular, dues paying members.

The Constitution and Bylaws of every proposed Chapter shall be reviewed and approved by the Board of Directors of the Corporation prior to the acceptance of that Chapter within the corporation. Thereafter each Chapter's Constitution and Bylaws are required to be reviewed by the Board of Directors of the Corporation annually. Each Chapter shall submit their current Constitution and Bylaws with proposed changes to the Corporation's Board of Directors prior to forty-five (45) days before each Chapter's annual meeting.

Each Chapter shall submit a quarterly financial statement and membership list to the Corporation's Board of Directors.

Each Chapter shall elect or appoint a regular member who will attend meetings of the Board of Directors of the Corporation.

The relationship of the Chapter to the Corporation may be terminated for cause by a majority vote of the Board of Directors of the Corporation, after reasonable notice from the Corporation to the Chapter for reasons as set out hereinafter, and shall be terminated only after reasonable guidance and counseling from the Corporation to the Chapter regarding said reasons, which include but are not limited to the following:

a) Financial irresponsibility.

b) At such time that the membership falls below the level of fifteen (15) members for a period of sixty (60) days.

c) By engaging in activities contrary to the goals and purpose of the Corporation as outlined in the Articles of Incorporation and Bylaws of the Corporation.

d) By failing to comply with any provision of requirement established by the Corporation, including, but not limited to those enumerated within this Article.

Each Chapter shall pay to the Corporation a Charter Fee of twenty-five and no/100 ($25.00) dollars per year and dues in the amount of three and no/100 ($3.00) dollars per member per year.

I, Linda Marhon, Secretary of the Vietnam and All Veterans of Brevard, Inc., hereby certify that at the annual meeting of this organization held on January 12^{th, 2009, the membership of this Corporation adopted the within amended Bylaws in accordance with section 8.1 above.}