Proposed Bylaws

ARTICLE I

PURPOSE

1. The purpose of this Corporation is to locate, identify, memorialize, restore, preserve and publicize America’s military past – the structures and facilities used by our soldiers, sailors, marines, airmen and militia, the living conditions, customs and traditions of our men and women in uniform and the development and evolution of United States military forces from the pre-colonial period to present day.

2. In order to preserve, interpret and share our military heritage Corporation activities will include, but not be limited to:

a. Sponsoring subsidiary chapters and affiliates, assisting other organizations that are dedicated to preserving America’s military structures and history, and actively supporting the establishment of military history displays, exhibits and museums.

b. Publishing the records of military personnel, sites and events that are or have been significant to the history of the United States, disseminating information pertaining to military history preservation activities, and promoting the actions and accomplishments of collaborating organizations.

c. Conducting an annual military history conference that offers participants a variety of presentations on military history subjects and field trips to explore local military sites.

ARTICLE II

NAME AND OFFICES

1. The name of this Corporation is Council on America’s Military Past - United States of America. The Corporation may be known and referred to as “CAMP-USA” or “CAMP” and may conduct any or all of its affairs under such name.

2. The office of record of the Council shall be in Arizona, the site of its charter. The Council may also have offices at such other places as the Board of Directors determine necessary for the purposes of the Council. The words “Council” and “the Corporation,” used herein are synonymous with the Council on America’s Military Past.

ARTICLE III

MEMBERSHIP

1. Membership in the Council shall be open to all individuals and institutions interested in the purposes for which the Council was incorporated. The schedule of annual dues for the six classes of membership is determined by the Board of Director who may change the amount of dues and create or eliminate membership categories.

a. Founding Members are the incorporators of this Corporation, who shall be forever exempt from paying any dues or assessments, and who shall be entitled to all the rights and privileges pertaining to any other class of membership.

b. Charter Members are the first one hundred (100) individuals who applied for and were accepted to membership. Charter Members may be Founding Members, Life Members or Regular Members.

c. Life Members are those persons who applied for life membership by paying dues in the amount established by the Board and were accepted to such membership before November 1, 1981. No new Life Memberships were or will be accepted after that date. Life Members will not be required to pay any dues after the initial payment and shall be entitled to all rights and privileges of membership for their lifetime.

d. Regular Members are any person who applies for membership and pays dues for one or more years. There are four categories of Regular Membership based on the level of contribution.

(1) Patron Members are our primary benefactors and individuals who wish to support the organization by applying for such membership and paying dues in the amount determined by the Board. The Directors may confer special recognition of Patron Members by listing their names in publications or offer other awards and incentives to encourage such membership.

(2) Sustaining Members are person who desire to actively support our programs by applying for such membership and paying dues in the amount determined by the Board. The Board of directors may award special recognition to Sustaining Members.

(3) Contributing Members are persons who wish to donate extra to the organization by applying for such membership and paying dues in the amount established by the Board.

(4) Individual Members are persons who have applied for membership at the basic level and pay dues in the amount set by the Board.

e. Family Members are those persons living in the same household as a regular member and pay dues in an amount determined by the Board of Directors. Family Members do not receive copies of CAMP publications and announcements but are granted all other rights and privileges of membership including the right to vote in CAMP elections and to serve on the Board of Directors or as corporate officers. The annual dues for Family Members are reduced by an amount equal to the cost of printing and mailing publications and announcements.

f. Corporate Members are those agencies, institutions or organizations that apply for such membership and paying dues in an amount determined by the Board of Directors. Corporate Members shall receive one copy of CAMP announcements and publications.

2. All dues are payable in advance of the period of membership to which they apply. New memberships shall extend to the end of the month, twelve full months after the date that the applicant’s membership was accepted and continuing membership will expire on the same day each year. To maintain continuing membership annual dues must be received no later than membership’s expiration date.

3. Each member in good standing, except the Family Members as provided in paragraph III.1.e above, shall be entitled to receive one copy of each publication designated by the Board of Directors.

4. Each member in good standing, except the Corporate Members as provided in paragraph III.1.f above, shall be entitled to one vote on all matters to be voted on by the members of this Corporation.

5. A donation of money and other valuables does not confer membership in the corporation unless the donor states that it is his/her intention that the donation is to be applied to membership dues at the time of the gift.

ARTICLE IV

MEMBERSHIP MEETINGS

1. An annual membership meeting will be held during one of the full days of the annual conference. Notice of the date and place of the annual membership meeting shall be given to all members in good standing at least thirty (30) days in advance of the meeting. Notice of meetings shall be considered properly given five (5) days after a first-class postage prepaid letter, properly addressed to each member at his or her most recent mailing address as shown on the records of the Corporation, is deposited in the United States Mail or the announcement is posted in an issue Headquarters Heliogram mailed at least sixty (60) days prior to the meeting.

2. The President shall chair the annual membership meeting that includes a “Report of Officers” to allow the Executive Committee to summarize their accomplishments and inform members of actions taken by the Board of Directors.

a. Officers will report on the status of publications, membership recruiting and retention measures, the accomplishments of programs and departments, the corporation’s financial condition and disposition of all funds. The President will introduce the new Directors and Officers elected by the Board. The President or President-elect will outline his/her outlook for the next twelve months and summarize the accomplishments they feel will be essential to a successful year and the future of the corporation.

b. Special membership meetings may be called by the President or by vote of the members of the Board of Directors and shall be held at the time and place, specified in the call of the meeting. Notice of special membership meetings shall be given in accordance with paragraph 1 above and indicate the purpose of the meeting and agenda to be discussed.

ARTICLE V

BOARD OF DIRECTORS

1. The affairs of the Corporation shall be managed by a Board of Directors elected by the members from their number. The Board of Directors sometimes referred to as “the Board” or “the Directors,” shall consist of such number of persons as the Board may prescribe by resolution but shall never be less than three (3) members or more than one percent (1%) of the members in good standing on the last day of the fiscal year preceding the annual meeting. All Directors shall be Founding, Life, Regular, or Family members and insofar as possible the Board shall be representative of the entire membership of the Council. Any reduction in the number of Board members will be accomplished by not filling empty seat when a member dies, resigns or at the expiration of their . No Director shall serve more than two consecutive terms.

2. Except as authorized by these By-Laws, all corporate powers shall be exercised by or under the authority of the Board of Directors and all affairs of the Corporation shall be managed under the direction of the Directors. All powers and authorities not specifically designated to other corporate members or officers are reserved for the Board of Directors and shall not be infringed.

3. The Board is responsible for the overall operation of CAMP and shall elect officers, determine membership dues and other fees, approve financial reports, set spending limits and authorize expenditures. The Directors may also establish, change, or amend any CAMP procedures or By-Laws and may direct the President to call for a vote of the membership on specific issues.

4. Members of the Board of Directors shall be determined by mail ballot in an annual election conducted by the Nominating and Election Committee as prescribed in Article VII. Each Council member in good standing, except Corporate Members identified in Article III, Paragraph 4 of these By-Laws, shall have one vote in the national election.

5. All Directors of the Corporation shall serve without pay or compensation and shall be elected for a term of three (3) years that will begin at the conclusion of the regular Board of Director’s meeting in which they were seated and shall expire at the conclusion of the annual Board of Director’s meeting three years after they take office. The Board of Director’s terms of office are to be staggered so that one third of the board is due for election each year and no Director shall serve on more than two consecutive terms.

6. The Board of Directors shall meet at least twice each year. The first meeting will normally take place prior to the annual military history conference and after the “old board” completes their business and confirm the election results. With newly seated Directors, the President will conduct an election to determine a new Executive Committee, approve spending for the next fiscal year and conduct other corporate business that may be brought before it.

a. The second meeting will take place one year later, after the end of the fiscal year, and prior to the Annual Conference. At that time the board will review and accept financial statements and hear the reports of all committees, approve actions of the Executive Committee, conduct other corporation business that may be presented and conclude by hearing the election report and authorizing newly elected Directors to be seated at the next meeting.

b. All meetings of the Board of Directors shall require a quorum of one-half of the total members then serving. While Robert’s rules of Order are preferred, the Board of Directors may prescribe its own rules of procedure provided they are not inconsistent with the provisions hereof. When the same directors meet more than once in association with the annual meeting of members, all such sessions shall be considered portions of the same meeting of the Board.

c. All members of the corporation are encouraged to attend the annual Board meeting and will be offered ample opportunity to speak on issues before the Board. Within limits, membership participation is desired in all decision making processes but the final decisions are made by the Directors who will be seated separate from members and guest.

7. Any member of the Board of Directors who shall cease to be a member in good standing of this Corporation shall thereby immediately cease to be a member of the Board of Directors, and the President shall declare his/her position vacant. Any Director who fails to attend a meeting of the Board without excuse accepted by the President shall cease to be a Director and his/her position declared vacant. Any Board Member whose position is declared vacant shall not be reseated as a Director until and unless reelected by the corporate membership in an annual election.

8. Vacancies on the Board of Directors, other than by normal expiration of the term of service, whether occurring through death, resignation, disqualification, increase in the number of the Directors, or otherwise, may be temporarily filled by the remaining members of the Board of Directors by electing persons to fill the vacancies until the next annual election of the Council.

9. The Board of Directors may expel or suspended any Council member from the corporation for improper conduct but only after a reasonable opportunity has been given for the member to be heard. A vote by a two-thirds majority of the Directors present at a meeting, at which there is a quorum, will be required to expel any member or suspend membership in the Corporation.

ARTICLE VI

EXECUTIVE COMMITTEE

1. The Officers of the Council on America’s Military Past, also known as the Executive Committee, are the President, two Vice Presidents, the Past President, the Secretary and the Treasurer. The President and Vice Presidents shall be elected by the Board of Directors for the term of three (3) year to begin on the first day of June following their election and end on May 30 three years later. The offices of Secretary and Treasures shall be appointed by the Board of Directors to serve continuously at the will of the Board. The immediate Past President shall continue to serve as an officer of the Corporation and member of the Executive Committee with a term of office that expires when a new President is elected. All nominees for officer positions must be members of the corporation and no person shall hold more than one office on the Executive Committee. All officers of the Corporation shall serve without pay or compensation.

2. The Executive Committee shall exercise direct supervision and control over all CAMP operations and ensure that all programs are carried out within the guidelines provided by the Board of Directors. In pursuit of the Council’s objectives, the Executive Committee may create temporary committees and prescribe the composition and duties of those committees, establish temporary offices and appoint corporation members to those offices, authorize emergency spending within the limits established by the Board and commit other resources necessary to ensure the corporation’s continued operations. Members of the Executive Committee, if not a Director, shall have one vote on matters before the Board at the annual Board of Directors meeting.

3. The President is the Chief Executive Officer and spokesperson for the Council on America’s Military Past and is responsible for overseeing the performance of all officers and committees and exercising the authorities and responsibilities normally pertaining to the office of President as set forth in these By-Laws and prescribed by the Board of Directors. The President will keep the Directors advised of the progress of CAMP projects and status of significant matters such as membership and finances and may appoint temporary committees to assist with executive functions and other operations necessary to further the goals of the organization.

a. The President will communicate with officials of other organizations that carry out actions that influencing America’s military past and may represent, or designate another member to represent the Corporation at meetings sponsored by those groups. The President will ensure that travel and related expense necessary to attend those meetings is requested in the annual budget.

b. The President shall prepare an agenda and preside over the Board of Directors Meetings, the Annual Membership Meeting and all meetings of the Executive Committee.

c. The President is responsible for ensuring that a statement of probable revenue and expenses for the ensuing year is submitted to the Board of Directors prior to the annual meeting. Once approved, the budget establishes corporate spending limits that can only be exceeded for emergency situations as outlined in Article X.5 below.

4. The Past President’s primary responsibility is to serve as an advisor and mentor to the President in order to maintain continuity in corporate programs and ensure consistency in policies and procedures. The Past President will carry out duties and responsibilities prescribed by the President.

5. The First Vice President is the Chief Operations Officer of the Corporation and shall carry out the duties and responsibilities prescribed by these By-Laws, the President and the Board of Directors. In the absence of the President, he/she shall preside over meetings and in case of the death, disability, or resignation of the President, shall succeed to the office of President. The First Vice President will be responsible for coordinating and overseeing CAMP programs such as student grants, preservation activities, fund raisers and merchandise sales and shall oversee the budget for those programs.

a. In addition, the First Vice President oversees the activities of CAMP’s Departments with duties that include temporarily approving new departments, receiving and consolidate reports from the department presiding officers and making a report of the department activities at the Board of Directors meeting.

b. CAMP operations supervised by the First Vice President include planning the annual conference and he/she will nominate a committee chairperson for the annual conference, preside over conference planning meetings, review the planned agenda and approve expenses within the limits authorized by the approved budget. In this capacity, the First Vice President will carefully track functions and expenses in order to prepare a report that will be made available to assist the next conference planning committee.

c. The First Vice President may establish temporary committees or appoint individuals to assist with functions such as registering conference attendees or coordinating activities and shall oversee the duties of all committees or individuals so appointed. Temporary committees and offices shall be dissolved at the expiration of the appointee’s term of office.

6. The Second Vice President is the Corporation’s Chief Information Officer and will assist the President in accomplishing CAMP’s programs and in the case of the death, disability or resignation of the President or First Vice President shall succeed the office of President or First Vice President.

a. In addition to the duties delegated by these By-Laws, the President and the Board of Directors, the Second Vice President shall oversee and supervise all CAMP publications including the Journal of America’s Military Past, the Headquarters Heliogram and other informative or educational material including electronic media and the organization’s web site.

b. Duties shall include ensuring that publications meet deadlines established by the Board of Directors, reviewing and tracking the publication budgets, evaluating procedures and processes and recommending changes and additions to the publication staff. He/she will maintain records of publication stocks and ensure that expenses do not exceed those authorized by the annual budget.

c. The Second Vice President may establish temporary committees to help carry our functions and those committees will be dissolved at the end of his/her term in office. All appointees must be members of CAMP.

7. The Secretary is the Corporation’s Chief Administrative Officer and will carry out the organizations administrative and public affairs programs and exercise other duties and authorities normally pertaining to the office of secretary as prescribed by these By-Laws, the President and the Board of Directors. He or she shall have custody of the corporate seal and authority to affix it to such instruments as may be approved by the President and Board of Directors.

a. The Secretary will be responsible for drafting correspondence, distributing literature, mailing notices of meetings and maintaining a central file of CAMP correspondence and corporate records of the past three (3) years. The Secretary may create staff positions to assist with administrative functions and appoint corporate members to those positions. In addition he/she will ensure that administrative cost do not exceed those authorized by the annual budget. The Secretary’s term of office, once appointed by motion of the Board, shall continue until the individual resigns or is replaced by the Board of Directors.

b. The Secretary shall be responsible for recording attendance and taking the minutes at all Board of Director meetings and will ensure that all actions taken by the Board, including budget approval and fund authorizations, are accurately recorded and reported. The minutes of each Board meeting shall be published in the first Journal printed after the annual meeting.

c. The Secretary is also responsible for maintaining membership records, collecting dues and carrying out an active recruiting program. To assist with membership activities, the Secretary will nominate a Membership Manager to process membership applications, collect dues, handle advertising and carry out other routine membership activities. The Secretary will ensure that accurate membership records are maintained and all dues and donations are immediately forwarded to the Treasurer.

d. The Secretary shall be responsible for collecting information from action officers and preparing statements of corporate operations and accomplishments for a variety of purposes, including fund raising, promoting corporate values and meeting government mandates. All corporate reports prepared for distribution outside the Corporation will be sent out over the President’s signature.

8. The Treasurer is the Corporation’s Chief Finance Officer and is appointed by the Board of Directors. The Treasurer shall have all duties and responsibilities pertaining to the office of Treasurer as prescribed by these By-Laws, the President and Board of Directors. He/she will be responsible for paying expenses authorized by the Board of Directors and maintaining accurate records of the Corporation’s financial transactions. The Treasurer’s term of office, once appointed by motion of the Board, shall continue until the individual resigns or is replaced by the Board of Directors.

a. The Treasurer will maintain financial records in such a manner that the current status of funds and spending can be determined within a reasonable period of time and income and expenses can be tracked by function.

b. The Treasurer will ensure that no funds are paid out in excess of those allowed by the approved budget unless sanctioned by the President or Board of Directors in accordance with Article V.5 of these By-Laws. All special funding shall be identified in the minutes of the Board Meeting.

c. The Treasurer will assist the President’s preparation of the annual budget by collecting information of previous expenses by function and category and organizing information in a logical and understandable manner.

d. The Treasurer shall receive and immediately deposit all monies received by CAMP and be responsible for payment of CAMP debts and obligations authorized by the President or Board of Directors. He /she will render a complete financial report and balance sheet to the Board at the annual meeting. In addition, the Treasurer shall mail an interim mid-year financial report to the Officers and Directors no later than September 15 each year.

e. The Treasurer will be responsible for ensuring that the financial records are audited by an independent accounting firm within thirty (30) days of end of the fiscal year and a report of the audit submitted to each member of the Board prior to the annual Board of Director’s Meeting.

9. Any officer or agent elected or appointed by the Board or Executive Committee may be removed by the Board whenever, in its judgment, the best interest of the Council would be served. A two thirds majority of the Directors present at a meeting in which there is a quorum will be required to remove any officer prior to the expiration of his/her term of office.

10. The Board of Directors shall require the Treasurer, and may require other officers or appointees of the Corporation, to give a bond in a sum and with sureties in an amount twice the total value of the corporation’s assets that the individual is expected to oversee. Any expense incident to such bonding will be paid by the Council.

ARTICLE VII

OTHER OFFICES

1. The Board of Directors may establish other offices as necessary appoint CAMP members to those offices and prescribe the duties and responsibilities of such offices. Individuals appointed to such offices will serve voluntarily and report to the Board of Directors through the Executive Committee. All appointees will be CAMP members and the Board reserves the right to accept and/or request the resignation of any appointed official. All officers appointed by the Board will ensure that expenses do not exceed the funds authorized by the annual budget.

2. The Editors of the Headquarters Heliogram and Journal of America’s Military Past are officers of the Corporation nominated by the Second Vice President and confirmed by motion of the Board of Directors. All CAMP publication Business Managers, Advertising Managers, Circulation Director, and other staff positions are corporate members that are appointed by the Editors. They serve without compensation and report to the Board through the editors and/or Second Vice President. The term of service for publication officers and staff shall continue until such time as the individual resigns or is replaced. At the completion of service the officers and staff shall immediately turn all documents and records over to his/her replacement or other individual designated by the Board.

3. The position of Membership Manager is nominated by the Secretary and confirmed by the Board of Directors and will be responsible for maintaining membership records, collecting dues and carrying out an active membership recruiting program under the direction of the corporation’s Secretary and the Board of Directors. The term of service for the Membership Manager shall continue until such time as the individual resigns or a new candidate is nominated by the Secretary. At the completion of service the manager shall immediately turn all documents and records over to his/her replacement or other individual designated by the Board.

a. Once a year, prior to the Annual Board of Director’s Meeting, the Membership Manager will provide a directory of all paid-up members that are eligible to serve as officers or members of corporation committees. The information will be made available to the Nominating and Electing Committee to ensure only qualified persons are nominated for the Board of Directors. Membership information will also be made available to the President and other officers to assist them with carrying out their duties.

b. The Membership Manager will assist CAMP’s publication Circulation Directors by providing member address and other information necessary to produce mailing labels for CAMP members.

c. At the end of the fiscal year the Membership Manager will prepare a written report of recruiting and retention activities that includes the number of active members by category and the amount of income produced by membership dues.

ARTICLE VIII

COMMITTEES

1. The Board may establish standing committees and appoint Council members to serve on the committees formed. Any person appointed or elected by the Board shall serve at the pleasure of the Board and committee chairpersons will ensure that expenses do not exceed any funds authorized by the annual budget. All committee members must be members of the corporation and no member will be appointed to any committee until he or she has agreed to serve if appointed.

2. The Board of Directors will appoint a Nominating and Elections Committee to serve for a term of three (3) years with one new member selected each year. The Nominating and Election Committee will be composed of members in good standing of the Corporation who are not members of the Board of Directors. The Nominating and Election Committee will:

a. With the assistance of the Membership Manager, determine the number of director seats that will be empty at the conclusion of the next annual meeting and identify candidates who are willing to fill the vacant seats. No member of the Council will be considered a candidate until he/she has been contacted by the committee and agreed to serve if elected.

b. After ensuring that all candidates are members in good standing the committee will be responsible for collecting biographical information, preparing the ballot and mailing a copy to each CAMP member in good standing, except Corporate Members as provided in Article III.4 above, at least sixty (60) days before the annual Board of Director’s Meeting. Ballot distribution shall be considered complete five (5) days after a first-class postage prepaid letter, properly addressed to each member at his or her most recent mailing address as shown on the records of the Corporation, is deposited in the United States Mail. Mailing labels will be provided by the Membership Manager.

c. Information mailed with the ballots will identify a date that all ballots must reach the teller, normally at least fifteen (15) days prior to the annual Board of Director’s meeting. At noon on the cut-off day the committee will open the ballots, tally the results and notify the winners and losers of the election outcome. At the next Board meeting the committee chairperson will report the results to the Directors who will certify the results by resolution and authorize the new Directors to be seated at the next Board meeting. The committee chairperson will also provide the name of one or more Council members who have agreed to be a candidate for the empty seat on the election committee.

3. The Board will appoint a five-member Yount-Windsor Award Committee to serve for three years and select up to two students who will be awarded a grant to help defray the cost of attending the annual military history conference. The committee will review applications, select individuals to receive the award and notify the Treasurer who will prepare a check in the amount authorized by the Board of Directors and forward the check to the Secretary to be sent with a letter from the President. Members of the committee will have staggered terms so that no more than two appointments expire at the same time.

4. The Board of Directors will appoint a two-person By-Laws Committee to serve for a period of three years. The By-Laws Committee will review the corporation’s By-Laws and annually report to the Board of Directors any changes that should be made.

5. A three-person Finance Committee shall be nominated by the President and appointed by the Board of Directors and shall be responsible for reviewing budget and finance reports and recommending fiscal policies and procedures to the Board. The Finance Committee term of service shall be for a period of three years with one member’s term expiring each year. Members of the Finance committee will review all financial records at least once during each fiscal year and prepare a report of findings and recommendations for the Board of Director’s meeting.

6. The Board of Directors, with recommendations from the First Vice President, shall appoint a Program Chairperson for each annual military history conference. The Program Chairperson shall be responsible for handling local arrangements at the conference location and may recruit committee members as needed.

a. The term of service of the Program Chairperson and committee members shall expire sixty (60) days after the conclusion of the annual conference. The chairperson will ensure that all outstanding conference bills and reimbursement requests are submitted to the Treasurer within those sixty days.

b. The appointed Program chairperson will be issued a letter of appointment authorizing the individual to sign contracts in the corporation’s name, pay deposits with CAMP checks prepared by the Treasurer or commit limited amounts of personal funds that will be reimbursed by the Corporation.

ARTICLE IX

DEPARTMENTS

1. The Council may charter departments and affiliates as authorized by Article V.7 of the Articles of Corporation and all such subdivisions shall be controlled by the Board of Directors. The purpose of the departments is to further the national organization’s goals and objectives described in Article I of these By-Laws, enhance CAMP values in local military history activities and promote fellowship among corporate members.

2. To be considered for CAMP affiliation, each group or organization must submit to the Board of Directors:

a. A set of acceptable By-Laws;

b. A list of at least six (6) CAMP members in good standing, who reside within the described geographic area, and desire to establish a department;

c. If the Department expects to have $200.00 or more in their treasury, proof that a bank account, in the name of the department, will be established and used to deposit all department monies;

d. Evidence of a planned program of continuing activities conforming to the Council’s objectives and promoting CAMP’s values;

e. The record of at least one meeting to organize the department, elect officers and approve the department’s By-Laws.

3. All members of the department must also be members in good standing of CAMP’s national organization and the name of all newly created departments shall indicate their affiliation with the Council on America’s Military Past.

4. The election of departmental officers shall be held close enough to the national meeting and election to insure similarity of terms. Departmental officer terms and authorities will be as specified by the Department By-Laws.

5. Applications for the chartering of a department will be submitted to the Board of Directors via the First Vice President who, if the pending application shows that the new department has met the requirements of Article IX.2 above, shall tentatively accept the application pending confirmation at the next meeting of the Board of Directors.

6. Departments confirmed by the Board of Directors will be issued a charter authorizing the chapter to conduct business as an affiliate of the Council on America’s Military Past.

7. The presiding officer of each chartered department will annually, prior to the corporation’s Board of Directors meeting, submit a written list of department officers and report of department activities and programs to the First Vice President. The First Vice President will distribute copies to the Executive Committee and make a verbal report at the Directors meeting.

8. A chartered department may be suspended or its charter revoked by the Board of Directors should it fail to fulfill all aspects of its charter, the requirements of this article, or the objectives of CAMP. If the presiding officer of a department has failed to call a meeting within a year’s time, the national President may recommend suspension of the department or direct another member to conduct an election before the Board takes action to dissolves the delinquent department.

9. All suspended or inactive departments shall be removed from the roster of CAMP departments. On the dissolution of a department, the charter will be returned to the Secretary any monies it holds will be deposited with the national organization to be held in trust for establishing or reestablishing departments.

ARTICLE X

INDEBTEDNESS OF CORPORATION

1. No indebtedness of this Corporation may be incurred except as authorized by the Board of Directors. The Board may authorize the securing of indebtedness by encumbrance of any corporate asset.

2. At the completion of each fiscal year all officers and committee chairmen will report their annual expense in a detailed financial statement that will be consolidated by the Treasurer and presented to the Board of Directors for approval. The Financial statement will include current year’s income and expense by category with a report of location and amount of all corporate assets.

3. To insure fiscal responsibility the Board of Directors will require all officers to prepare a spending plan to cover anticipated income and expenses for the next fiscal year. The President, with the assistance of the Treasurer, will consolidate the plan and present it at the annual meeting. The new President-elect will submit his revised plan to the new Board of Directors at the first meeting after new members are seated. Once the budget is adjusted and approved by resolution it will set the spending limits for the next fiscal year.

4. Officers and committee chairmen may purchase supplies, material or services authorized by the annual budget then request reimbursement from the CAMP Treasurer within sixty (60) days of the purchase if the total to be reimbursed is less than two hundred (200) dollars. Expenses over two hundred (200) dollars will be paid by CAMP check. An original receipt for cash or credit card payment showing the items or service purchased or contractor’s invoice marked “paid” must be provided before any reimbursement request is honored.

5. Emergency fund needed to continue CAMP programs, but not authorized by the annual budget may be evaluated and approved by the President subject to the approval of the Board of Directors at the next regular meeting. Any expenditures exceeding five hundred dollars ($500.00) must be pre-approved by at least one third of the Directors who may be contacted by phone or email in lieu of calling a special Board meeting. A record of the circumstances and list of approving Board members will be maintained and presented at the next Board meeting.

ARTICLE XI

INDEMNIFICATION

1. The Council shall indemnify each member of its Board of Directors, as described in Article V hereof, and each of its officer, as described in Article VI hereof, for the defense of civil or criminal actions or proceedings notwithstanding any provisions in these By-Laws, in a manner and to the extent permitted by applicable law. The Executive Committee will prepare a Standards of Conduct statement to guide individuals in the performance of their duties as officers or directors of the corporation. Once approved by the Board of Directors the statement will be the corporation’s official “standards of conduct” policy until changed or amended by the Board.

2. The Council shall indemnify each of its Directors and officers from any and all judgments, fines, amounts paid in settlement, and reasonable expenses, including attorneys’ fees, in proceeding imposed upon or asserted against him or her by reason of being or having been a director or officer and acting within the scope of his or her official duties when he or she acted in good faith and reasonably believed their actions to be in or not opposed to the best interest of the Council and had no reasonable cause to believe that his or her conduct was unlawful.

3. This indemnification shall be made only if the Council shall be advised by a quorum consisting of Directors who are not parties to such actions, or upon the opinion in writing of independent legal Council that the Director or Officer has met the foregoing standards of conduct. If the foregoing determination is to be made by the Board of Directors, it may rely on the advice of independent legal counsel, as to questions of law.

4. Every reference herein to a member of the Board of Directors or officers of the Council shall include every director and officer thereof or former director and officer thereof including the appointed positions identified in Article VI, VII and VIII above. This indemnification shall apply to all the judgments, fines, amounts in settlement, and reasonable expenses described above, whenever arising, allowable as above-stated. The right of indemnification herein provided shall be in addition to any and all rights to which any director or officer of the Council might otherwise be entitled and the provisions hereof shall neither impair or adversely affect such rights.

ARTICLE XII

FISCAL YEAR

The fiscal year for financial statements and tax purposes shall be determined by the Board of Directors and is currently established as April 1 through March 31 of each year.

ARTICLE XIII

SEAL

The corporate seal of this corporation shall be a circular seal with the title “CAMP-USA” inscribed around the border and in the center thereof “Incorporated 1966 Arizona.” In addition, the corporation may copyright other symbols or register trademarks to represent the organization.

ARTICLE XIV

AMENDMENTS

1. The Board of Directors shall have the power to make, alter, amend, or repeal these By-Laws of the Council. No amendments or change to these By-Laws will be considered unless the proposed amendment or change has been submitted in writing to each member of the Board by first class mail at least thirty (30) days prior to the meeting in which the changes are to be voted.

2. A two-thirds majority of the members present at a meeting in which there is a quorum will be required to amend or change the Corporation’s By-Laws.

3. All changes and amendments of these By-Laws must be recorded in the minutes of the Board of Director’s meeting and attached to subsequent publications of the By-Laws.

ARTICLE XV

DISSOLUTION

In the event of dissolution or termination of the Council, title to and possession of all property of the corporation shall pass forthwith to such organization or organizations qualified for exemption under Section 501(c)(3) of the Internal Revenue Code of 1954, as amended, that in the opinion of the Board of Directors is or are best able to carry on the purpose of the corporation.

ARTICLE XVI

EFFECTS

1. These By-Laws supersede in their entirety all By-Laws previously adopted by the Council and shall become effective immediately after being adopted by the Board of Directors and all previous By-Laws of this corporation shall be declared null and void. The paragraphs relative to the term of officers shall become effective at the expiration of current officers term of service.

2. Each new member of the Board of Directors and every new officer and committee chairperson appointed by the Executive Committee or Board of Directors shall be provided a copy of these By-Laws within thirty (30) days of their election or appointment. In addition, these By-Laws shall be published in the first Journal distributed after their adoption. The Secretary shall have printed and maintain sufficient quantities of these By-Laws to fill member requests.

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THIS PAGE LAST UPDATED MAY 19, 2009

Council on America's Military Past-USA, Inc.

Post Office Box 4209

Charlottesville, VA 22905