BY-LAWS

EFFECTIVE 001, July 27, 1992
Amended: 001, July 27, 1994
Amended: 001, July 27, 1997
Amended: 001, July 27, 2000
Amended: 001, July 27, 2001

ARTICLE I
CHARTER

First: The name or title by which this society shall be known shall be:
KOREAN WAR VETERANS ASSOCIATION, INC.

Second: The term for which it is organized shall be perpetual.

Third: Its particular business and objects shall be:

1. To organize, promote and maintain for benevolent and charitable purposes an association of persons who have seen honorable service during the Korean War at any time between June 25, 1950 and January 31, 1955, both dates inclusive, and of certain other persons, the particular qualifications for membership to be set forth in the bylaws of the Korean War Veterans Association, Inc. 
2. To grant charters to groups of members at large of the association.
3. To provide a means of contact and communications among the members of the association. 
4. To promote the establishment of, and to establish war and other memorials commemorative of any persons who served in the Korean War.
5. To aid needy association members and their spouses and children, and the spouses and children of persons who were members at the time of their death.
6. To establish and maintain a national headquarters.
7. To do any and all things necessary or proper for the accomplishment of the foregoing business and objects of the association, including, for such purposes, to contract and pay for personal and other services, to contract for, buy, take by deed, gift or devise, hold, possess, manage, borrow, rent, lease, loan, assign, convey, sell, and dispose of in any manner real and personal property, and to act as trustee, or be a beneficiary of a trust. 

ARTICLE IA
OFFICE

The corporation may establish offices, either within or without the State of New York, as the Executive Council may determine.

The principal office of the corporation shall be located in the Washington, D.C. Metropolitan area.  All communications shall be directed to that office.

ARTICLE II
MEMBERSHIP

Section 1. Qualifications of Members. Membership in this association shall consist of honorary members, regular members, and associate members. No person shall be excluded from membership because of race, color, creed, sex, national or ethnic origin, sexual orientation, or physical or mental disability, so long as the individual meets the service requirements.

A. Honorary Members.
Any person of good character may be elected an honorary member by vote of the Executive Council.

B. Regular Members.

1. Service in the United States Armed Forces. Any person who has seen honorable service in any of the armed forces of the United States, said service being within Korea (September 3, 1945 - June 25, 1950) within and without Korea (June 25, 1950 - January 31, 1995), or who, as a member of the armed forces of the United States as defined by U.S.C. Title 10, served honorably in Korea from February 1, 1955, is eligible for membership.

2. Medal of Honor. Any Medal of Honor recipient, so honored for service during the Korean War is eligible for life membership.

3. Prisoner of War. Any person held as a prisoner of war by the North Koreans, Chinese, or Russian forces during and after the period of hostilities from June 25, 1950 forward is eligible for life membership.

4. United Nations Command and Korean Armed Forces. Any person who served honorably in the armed forces of the United Nations Command or in the Republic of Korea armed forces during the Korean War era and thereafter is eligible for membership. However, UN/Korean membership of the association may not exceed 10% of the total membership.

5. Gold Star Parents. Any parent whose son was killed in action, or was missing in action, or died as a prisoner of war during the Korean War is eligible for life membership.

6. Gold Star Wives. Any woman whose husband was killed in action or was missing in action, or died as a prisoner of war during the Korean War is eligible for life membership.

C. Associate Members.
Any person with a legitimate interest in the affairs of this association and who wishes to support its aims, and not being eligible for regular membership and who agrees to accept the terms and conditions set forth in the charter and bylaws shall be eligible for associate membership in the association.

D. ineligible.
Any person who has been separated from the service of the armed forces of the United States, or the United Nations command, or the Republic of Korea under conditions other than honorable and who did not serve honorably, shall be ineligible for membership in this association.

Section 2. Membership Procedures

A. Application.  Any person qualified for membership, as set forth above, may present a written application to any member in good standing, on a form prepared and approved by the Executive Council.  The application shall be an agreement that said applicant will agree and abide by and conform to the charter, bylaws, and regular procedures of the Korean War Veterans Association, Inc.  The application, when accompanied with the dues as set forth below, may be accepted by any member, chapter, department or national office.

B. Termination of Membership.  The Executive Council, by a two-thirds vote of those in attendance, may suspend or expel a member for just cause after an appropriate hearing.  Such decision to be voted upon at the next general membership meeting.  The Executive Council may, without a hearing, but upon notice to the member, suspend or terminate the membership of any member who becomes ineligible for membership for non-payment of dues as set forth hereinafter.  No chapter or department may take any action against a member, but may so petition the Executive Council.  However, any such petition must show the member complained about was served with the petition before its filing with the Secretary of the association.

C. Resignation.  Any member may resign by filing a written resignation with the Secretary, but said resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges theretofore accrued and unpaid.

D. Reinstatement.  Upon written request signed by a former member and filed with the Secretary, the Executive Council, by a two-thirds vote of the members present, may reinstate such former member to membership on such terms as the Council may deem fit and proper.

E. Transfer of membership.  Membership in this association shall not be transferred or assigned.

Section 3. Dues

A. Amount of Dues.  Payment of dues is a condition of initial and/or continuing membership.  Dues shall be $20 per year for regular members.  Life membership dues shall be $150.00.  Honorary members, Medal of Honor members, POW members, Gold Star parents, and Gold Star wives may pay dues if they so wish, but are not required to do so. Associate members shall pay $12.00 per year.  The Executive Council may, with the approval of the membership, adjust the dues.

B. Payment of Dues.  National dues shall be collated at the national office.  All dues shall be due and payable on January 1 each year and be valid for a calendar year (1 January-31 December).  Life dues may be paid in a lump sum or in six (6) equal payments of $25.00 each, all payable in the first year of life membership.  All dues collected by any member, chapter or department shall be paid to national headquarters within twenty-one (21) calendar days of such collection.

ARTICLE III
ELECTION OF OFFICERS

Section 1.  Officers.  Members eligible to vote shall, in accordance with the procedure set forth hereinafter and, prior to the appropriate annual meeting, elect a national President, national First Vice President and national Second Vice President, whose terms of office shall each be for two years.  The national President elected at said meeting shall appoint a national Secretary and a national Treasurer during the annual meeting.  Other officials shall be appointed to wit: a Judge Advocate, Chaplain, Historian, MIA-POW Chair, Public Relations Chair, assistant secretaries and assistant treasurers, as well as other officials as needed.  Only the Secretary and the Treasurer positions may be held by one person.

Section 2.  Executive Council.  The national corporation shall have an Executive Council consisting of seventeen (17) members: five officers (President, First Vice President, Second Vice President, Secretary and Treasurer), together with twelve Directors, four of whom shall be elected annually, prior to the annual meeting.  Each director shall be elected for a three-year term.

A. Voting.  All votes of the Executive Council shall be by a simple majority, unless stated otherwise hereafter, of a quorum of at least eight (8) elected members in attendance.  Only the elected twelve (12) Directors and the First and Second Vice Presidents have an automatic Council vote--the President has a tie-breaking vote only.  Appointed officials of the Executive Council do not have a vote.

B. Open Meeting.  Any member of the association may attend meetings of the Executive Council and, at the discretion of the Council, may be invited to address them.

C. Special Meeting.  The President or ten (10) elected members of the Executive Council may call a Council meeting for one (1) purpose only, by giving two (2) weeks written notice to all members of the Council stating the date and time, the exact location of the meeting place, and the agenda of the meeting.

D. Business Without a Meeting.  Any elected member of the Executive Council may call for business to be conducted without a meeting.  The national Secretary and at least twelve (12) other members must be informed and asked to acquiesce, by telephone, to a telephone conference meeting, which is then followed by a written resolution signed by each voting officer.  Any such action must be ratified at the meeting of the next Executive council.

Section 3.  National Elections.  The election of the national President and two national Vice Presidents, as well as the appropriate four Directors of the Executive Council, shall be conducted as follows:

A. Each regular member shall have a vote for all national officers. Each member shall cast only their own vote.  Proxy vote is not permitted.

B. The national Secretary shall issue a call for an election, which shall be published in the GRAYBEARDS in the first issue following January 1 of each election year.  The call for election shall state the offices, and that any qualified member may announce for said office.  The call shall state the Nominating Committee Chair's name and address, the address for collecting the submitted declaration of candidacy, all deadlines for declaring and for voting, and the procedures to be followed in filing for office.  The March-April edition of the GRAYBEARDS will be the 'election' issue.  The Nominating Committee shall consist of three members including one officer of the Executive Council who shall serve as chair.

C. No later than February 15 of each year when such offices are to be filled, any regular member in good standing of the Korean War Veterans Association, Inc., seeking to run for President, First Vice President, Second Vice President, or Director shall make their intentions known to the Chair of the Nominating Committee in writing using the following format:

1. Requirements:

a. Must present proof of service by submitting a copy of a DD-214 or other document notarized as a true copy showing eligible service and a statement releasing such document for verification by the Nominating Committee.

b. Must present a current photograph suitable for publication in the GRAYBEARDS.

c. Must submit a letter with the following:

1. Their intent to run for an office and the office sought.

2. A resume of their qualifications for this office stating any experience that will be of benefit to the association.

3. Their current mailing address, home telephone number and KWVA membership number.

4. This letter will be limited to approximately one typed page.

d. A statement that they will attend all called meetings of the Executive Council and that they understand that two (2) unexcused absences could be used for their removal from office.

e. They must sign a statement that their dues are current through the whole of the term of office they are seeking.  Payment of delinquent dues shall not be retroactive for the purpose of establishing eligibility to run for office within the association.

f. Send the above items by certified mail, return receipt requested to the Nominating Committee Chair to arrive not later than February 15 that year.

D. The Nominating Committee shall then certify that the candidates are qualified to stand for office.  Their declaration, in full, shall then be sent by the Nomination Committee Chair to the editor of GRAYBEARDS for publication in the following March-April issue.  Those declarations may also be published in earlier issues of GRAYBEARDS should they have been submitted in time, providing the above requirements are met.

E. The editor of GRAYBEARDS, working with proper officials, shall prepare and publish a ballot for printing, which shall appear in only the March-April issue.  No other ballots will be honored or accepted.

F. Members shall cast their ballots by marking thereon their choices and returning the official ballot by July 10 to the specified address, where a Certified Public Accountant shall count the ballots and render a report at the appropriate time and place during the annual meeting each year.

Section 4.  Term of Office

A. The President, First and Second Vice Presidents, shall have a term of office of two (2) years.  (deleted two (2) consecutive terms maximum).  Directors shall have a term of office of three (3) years.  (deleted two (2) consecutive terms maximum).  All elected officers shall assume office on 27 July.  The term of office of all appointed national officers shall be at the pleasure of the President, with Executive Council approval.

Section 5.  Removal

A. Any officer of the Korean War Veterans Association, Inc. may be expelled or suspended from office for just cause by a two-thirds vote of the Executive Committee after charges are preferred under oath in writing and a hearing held, after due notice, before the Executive Council.

B. Any officer not in attendance for three (3) consecutive meetings without just cause shall no longer hold such office, having been deemed to have resigned said office.

Section 6.  Vacancies

The officers shall have powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the Executive Council.  In the absence of such specification, each officer shall have the powers and authority and shall perform and discharge the duties of the officers of the same title serving in nonprofit corporations having the same or similar purposes and objectives as this association.  The duties of the elected and appointed officers shall be as follows (the use of the masculine gender in the following paragraphs should be taken to mean either masculine or feminine gender.)

A. President.  The President shall perform the functions conferred upon him by these bylaws and shall generally be responsible for the execution of the policies and programs decided upon by the Executive Council.  He may appoint standing committees and ad hoc committees composed of members at large to assist him in the execution of his duties.  He shall have the power to call meetings of members of the association at the Korean War Veterans reunions and shall preside at such meetings, and he may call for meetings of the Executive Council over which he presides.  He shall recommend to the Executive Council any action he considers necessary and proper for the welfare of the association.  All documents which shall be legally binding on the association shall be signed by him, except in the case of disbursements by check or draft from the funds of the association's own account or an account managed by it. Such checks or drafts will be signed and endorsed in accordance with Section 7D.  In the absence of both the Treasurer and the assistant treasurer the President shall approve payment of invoices and bills.

B. Vice Presidents.  The two Vice Presidents shall assist the President in the performance of his duties.  The First Vice President has seniority, and, in the absence of the President, shall serve as, and have the powers of, the President.  In the absence of both the President and the First Vice President, the Second Vice President shall be responsible to the membership of the association.  The Second Vice President shall be honorary chairman for the association reunions held during his term of office.

C. Secretary.  The Secretary shall be appointed by the President, and confirmed by the Executive Council.  He is responsible for the management of the day-to-day business of the association, and shall perform all administrative duties required of him by the President.  He shall be responsible for recording the minutes of meetings of the association and shall keep records of the association.  He shall maintain communications with the membership and reunion committees, offering assistance as required to publicize their actions to include assisting in development of charter groups and in making arrangements for reunions.  Thirty (30) days prior to each reunion he shall submit to each officer and member of the Executive Council an agenda for the association business meeting and an agenda for the Council meeting.  He or his assistant shall be editor of the GRAYBEARDS and, from material provided by the members and other official and unofficial sources, shall maintain quarterly communications with all members on matters of general interest, with specific attention to Korean War Veterans activities and chapter news.  In the performance of his duties, he may hire clerical or other assistance for the proper and expeditious conduct of the association affairs, as authorized by the Executive Council.

D. Treasurer.  The Treasurer shall be appointed by the President and confirmed by the Executive Council.  He is responsible for collecting dues and other monies in behalf of the association, and for making timely and proper disbursements from the funds in his charge.  He shall maintain custodianship of certain funds and shall prepare financial statements for publication at Korean War Veterans reunions and in the GRAYBEARDS.  At the direction of the Executive Council, he is to be bonded.  Three persons shall be authorized to sign for expenditure of funds of the association.  In order to be valid, each disbursement must have the signatures of two of the three authorized persons.

E. Chaplain.  The Chaplain shall conduct the annual memorial service to honor those who were killed in action, or died of wounds as a result of hostile actions, and to memorialize association members who are deceased.  He shall work closely with the Reunion Chairman and the Secretary and Treasurer and perform such other functions as requested by the President.

F. Historian.  The Historian shall prepare an annual history of the association and be responsible for obtaining news releases and other material pertinent for the maintenance of a Korean War Veterans Association, Inc. historical record.  He shall perform other duties as requested by the President.

G. Judge Advocate.  The Judge Advocate will be the legal advisor to the national officers and Executive Council, but may not hold any other office.

H. Appointed Positions.  All appointed positions (i.e., Chaplain, Historian, Judge Advocate, & etc.) will be published in the Standard Procedures Manual.

I. Executive Council.  The National Executive Council shall consist of seventeen (17) members, being -- the President, First Vice President, Second Vice President, Secretary, Treasurer, and twelve Directors.  The President of the association shall be the Chair.

The Council shall formulate policies and supervise the execution thereof.  It shall have at least one stated meeting during the annual reunion preceding the association business meeting.  It shall meet at other times as required, and called by the President, and may vote by mail upon call by the President.  It shall establish rules for itself and its internal committees and is responsible for orderly and timely actions between its regular meetings.  The Executive Council may make rules as to the manner of notifying its members of business meetings and as to dispensing with such notices in the case of Council members who are not within convenient traveling distance of the place of the meeting.  No person shall receive any salary for services as a member of the Executive Council or the services as President or Vice President.  The Executive Council shall have the control and management of the affairs, property and funds of the association and shall decide the policies of the association.

J. Committees.  There shall be two types of committees, to wit:  (1) Standing Committees, and (2) Special Committees.  Standing Committees (1) shall include the following: Budget/Finance, Membership, Nominations/Elections, Resolution, Reunion, and "Tell America" Committee.  The membership thereof shall be appointed by the President, with the consent of the Executive Council for the term of one year, and subject to yearly reconfirmation from the membership at large, except that the Chairman of each standing committee shall be chosen from the current membership of the Executive Council.  Having thus been chosen, he or she will continue to serve for the full term regardless of their status as a Council member.  The Special Committees (2) shall be appointed by the President as needed, and shall serve at his pleasure.  Such committees include, but are not limited to: Publicity, Reunion operations-current year, and Reunion operations-future years.  The duties and responsibilities of each committee are defined in the charge issued to that committee.  A list of committees and a candidate acceptance form shall be published in the Standard Procedures Manual.

Section 9.  Indemnification.  Provision of insurance coverage for all association officers.  Each officer, elected or appointed, and each member of the Executive Council of the association now or hereafter serving as such, shall be indemnified by the association against any and all claims and liabilities to which they have or shall become subject by reason of serving or having served as such person, for all legal expenses reasonably incurred by them in connection with any claim or liability, provided, however, that no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any such claim or liability arising out of their own willful misconduct or gross negligence.  The amount paid to any officer or director by way of indemnification shall not exceed their actual, reasonable, and necessary expenses incurred in connection with the matter involved, and such additional amount as may be fixed by a special committee appointed by the Executive Council.  This right of indemnification hereinbefore provided for, shall not be exclusive of any rights to which any director or officer of the association may otherwise be entitled by law.

ARTICLE IV
ANNUAL AND SPECIAL MEETINGS

Section 1.  The National Reunion will take place annually.  The annual meeting of the corporation will be held each year at the place of the reunion.  Said date to be published in the GRAYBEARDS.

Section 2.  The selection of the site and dates of the reunion shall be agreed by the Executive Council, and ratified by a majority vote of the members at the annual meeting.

Section 3.  Elections of national officers shall be in accordance with Article III, Sections 3 and 4 of these bylaws.

Section 4.  The vote on all other matters shall be decided by regular members, in good standing, in attendance at the annual meeting.  Proxy votes will not be permitted.

Section 5.  A simple majority of those attending and voting shall determine all issues, except when otherwise indicated in these bylaws or Roberts Rules of Order.

Section 6.  At a general meeting one hundred (100) members in good standing and in attendance shall constitute a quorum.

Section 7.   A special meeting of the general membership may be called by a thirty (30)-day written notice by the President, or over one-half of the Executive Council, or by tea (10) percent of the regular members in good standing, by affixing their names to a petition for said meeting.  The notice calling for the meeting shall state the business to be conducted, together with the time and place.

Section 8.  The host unit shall be responsible for the associations reunions.

ARTICLE V
DEPARTMENTS AND CHAPTERS

Section 1.  Location.  Each United State (50), United States Territory (American Samoa, District of Columbia, Guam, Puerto Rico, and Virgin Islands), as well as a Department(s) for the nations of the United Command and Korea, shall be designated as a Department upon the establishment of two or more certified chapters within said department.

Section 2.  Incorporation.  Upon the certification of two or more chapters within a department, an organizational meeting shall be called, bylaws adopted, not inconsistent with these bylaws, and application made to the appropriate authority for a certificate of incorporation for a nonprofit corporation known as "Department of ____ Korean War Veterans Association" and preparation made for a department convention and election before the end of the month of June next occurring.

Section 3.  Officers.  Each department of the Korean War Veterans Association, Inc. shall elect a department president, vice president, secretary, and treasurer during the annual meeting for said department to be held prior to the end of the month of June each year.  The results of said election shall be transmitted forthwith to the national Secretary.  The department president shall appoint all other officers and committees as needed.  No person may hold two elected department offices, except for secretary and treasurer, which offices may be held by one person.

Section 4.  Department Council.  The department corporation shall have a department council consisting of the elected officers, the appointed officers, and each chapter president or a member selected by the chapter president.

Section 5. Time of Elections.  The elections of department officers shall take place at the annual meeting of said department of the Korean War Veterans Association, Inc. prior to the end of the month of June, at a time and place agreeable to the several chapters, and upon a minimum of sixty days written notice of said meeting, unless waived in writing by each chapter.

Section 6.  Term of Office.  Each elected department officer shall have a term of office of one year, and each shall take office on the day of election.

Section 7. Vacancies.  A vacancy in any elected office, for any reason whatsoever, may be filled by the department members at the next department meeting.

Section 8.  Powers and Duties.  The several department officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the executive council.  In the absence of such specification, each officer shall have the powers and authority and shall perform and discharge the duties of the officers of the same title serving in nonprofit corporations having the same or similar purposes and objectives as this association.

II. Chapters.

Section 1. Initially a chapter shall consist of not less than twelve (12) members of good standing, but may grow to any size thereafter. Effective July 27, 2001 each person who becomes a member of a chapter must first become a national Korean War Veterans; Inc. member, and must maintain national membership to remain a member of a chapter.

Section 2. Incorporation. Upon representation to the national Secretary or his designee that twelve (12) or more members in good standing or proposed qualified member intend to form a chapter, and have submitted the proper documentation for the awarding of a national charter, the proposed chapter members shall hold an organizational meeting, which shall be called to adopt bylaws, not inconsistent with these bylaws, and make application to the appropriate authority for a certificate of incorporation as a nonprofit corporation to act as a subsidiary of the Korean War Veterans Association, Inc., and to prepare for an organizational meeting preparatory to the annual meeting on or before the end of the month of June next occurring.

Section 3. Formation Financing Loans. Chapters with twelve (12) to twenty-four (24) Founding members may apply to national for a formation loan of $50.00: with twenty-five (25) or more founding members the loan is $100.00. All loans are to be repaid within one year.

Section 4. Officers. Each chapter of the Korean War Veterans Association Inc. shall elect a chapter president, vice president, secretary and treasurer during the annual meeting, to be held prior to the end of the month of June each year. The results of said election shall be transmitted forthwith to the national Secretary. All other officers shall be appointed, as needed. No person may hold two elective offices, except for secretary and treasurer, which offices may be held by one person.

Section 5. Term of Office. All elected chapter officers shall have a term of office of one year and each shall assume office on the day of election.

Section 6. Vacancies. Any vacancy in any elected office, for any reason whatsoever, may be filled by the chapter members at the next chapter meeting.

Section 7. Powers and Duties. Chapter officers shall have such powers and shall perform such duties as may from time to time be specified in resolutions or other directives of the executive council. In the absence of such specifications, each officer shall have the powers and authority and shall perform and discharge the duties of the officer of the same title serving in nonprofit corporations having the same or similar purposes and objectives as this association.

Section 8. Dissolution: Chapters may be dissolved in accordance with the laws of the United States and the state of incorporation. All property of the said chapter will be disbursed in accordance with the United States Internal Revenue Code and the laws of the state of incorporation.

ARTICLE VI
PARLIAMENTARY AUTHORITY

All meetings shall be conducted under the provisions of these bylaws and Roberts Rules of Order Newly Revised (most current edition).

ARTICLE VII
AMENDMENTS AND RESOLUTIONS

Section 1.  Any proposed amendment to the Charter may be submitted by any regular member in good standing.  The proposed amendment shall be read at the next annual meeting by the Secretary, at which time it will lay on the table, be available for the consideration of the members and published in the GRAYBEARDS, and voted upon at the following annual meeting.  Adoption of all such amendments must be approved by two-thirds of a quorum of members present.

Section 2.  Any regular member in good standing may propose amendments to the bylaws by presenting them either in writing or in person to the Chairperson of the Bylaws Committee at least thirty (30) days before the next scheduled meeting of the Executive Council.  Such proposals will be considered at that meeting and then published in the GRAYBEARDS for ratification by two-thirds of a quorum at the next annual meeting.

Section 3.  The Resolutions Committee must present all resolutions, in whatever order it desires and may comment favorably or unfavorably upon each.  Rather than read the entire resolution, the Resolutions Committee may submit the gist of the proposal to the body.  If a majority of the members voting approve the resolution, a directive for subsequent action shall be issued.

END OF BY-LAWS

I, Harley J. Coon, President of the Korean War Veterans Association, a not-for-profit New York corporation, hereby certify:

The foregoing amendments to the By-laws, comprising 12 pages are a true and correct copy of the By-laws of the Korean War Veterans Association, as amended or otherwise altered to date.  The By-laws in effect at present are the same as those amended or otherwise altered today by Executive Council of the Korean War Veterans Association, Inc. as of, with the agreement of the members at their annual meeting and effective July 27, 2001.

(signed) Harley J. Coon
President

State of Ohio
County of Greene

Harley J. Coon, President of the Korean War Veterans Association Inc. and known to me, affirms that the above By-laws were adopted unanimously by the General Membership in solemn session on the 26th day of July, 2001, in Arlington, VA., pursuant to a motion duly made and seconded.

(signed) Carol Ann Becker
Notary Public

My commission expires: April 3, 2004