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Purpose of the Tulare Veterans Association
Tulare Veterans Association was incorporated as a non-profit corporation in the State of California March 6, 1957. The Veteran members of the organization are the five Tulare Veterans Nationally Chartered Posts, namely: American Legion Post 15, Inc. American Amvets Post No. 56 Veterans of Foreign Wars Post 2002 Disabled American Veterans Chapter No. 97 Tulare Police Post 65 Purposes: The Association is composed of 5 members, 1 elected from each of the five Chartered Veterans Groups of Tulare. All Honorably discharge veterans of any war period or peacetime are eligible for membership in the Tulare Veterans Club. Articles of Incorporation Of The Tulare Veterans Association of Tulare, CA
KNOW ALL MEN BY THESE PRESENTS: That we, the undersigned citizens and residents of the state of California, having this day voluntarily associate ourselves together for the purpose of forming a patriotic society, under the laws of the State of California, do hereby certify: First: That the name of said corporation shall be: "TULARE VETERANS ASSOCIATION OF TULARE, CALIFORNIA". Second: That the purposes for which it is formed are to establish a patriotic organization in the City of Tulare, County of Tulare, State of California, and in connection therewith, to establish and maintain a suitable and customary organization for the purpose of promoting patriotic interests in the vicinity of the City of Tulare, County of Tulare, State of California; to uphold and defend the Constitution of the United States of America, and the Constitution of the State of California, to maintain law and order in the vicinity of the City of Tulare, County of Tulare, State of California, to inculcate a sense of individual obligation to the community, State and Nation, to preserve the memories and incidents of the ex-service men in their service in the Great Wars, and to foster and perpetuate true Americanism, and to promote social, civic and educational functions, and to act as a liaison committee to the Tulare Memorial District Board of Directors; to own, hold, control, administer, and maintain, convey and encumber, such real and personal estate as the purposes of the corporation may require; and to do any and all other things necessary and proper for carrying out of said purposes in accordance with the laws of the State of California, and in conformity with the doctrine, government, constitution, rules, regulations of city, County, State and Federal Statutes, and the constitution of the United states, and the constitution of the State of California. Third: That the principal office for the transaction of the business of the corporation is to be locate dint he City of Tulare, County of Tulare, State of California. Fourth: That the names and addresses of the person who are to at in the capacity of directors, until the election and qualification of their successors, and who shall be known as Trustees, are as follows: Elmer E. Davidson, President Joe Menezes, Vice-President Route 1, Box 457-F Route 2, Box 443 Tulare, California Tulare, California C.R. Crouse, Secretary Earl K. Bonner, Treasurer PO Box 350 544 Beatrice Drive Tulare, California Tulare, California Joe L. Pires, Jr. Route 1, Box 542 Tulare, California That the number of Trustees may be changed by a by-law, provided, however, that such number shall not be less than three (3) nor more than seven (7). Fifth: That this corporation is organized pursuant to Part 1 of Division 2 of Title 1 of the Corporations Code of the State of California; that this corporation has no capital stock; it is not formed for profit, and is a corporation which does not contemplate pecuniary gain, profit, or dividends to the members thereof; no part of the net earnings of this corporation shall inure to the benefit of any member or individual. The property of this corporation is irrevocably liquidation, or dissolution of the corporation, said property shall not inure to the benefit of any private person. The directors shall not be liable for the debts, liabilities or obligations of the corporation. Sixth: That the names of the existing unincorporated Association being incorporated by these Articles of Incorporation is, "Tulare Veterans Association of Tulare, California" IN WITNESS WHEREOF, ELMER E. DAVIDSON, President of said Association, and C.R. Crouse, Secretary of said Association, have hereunto subscribed our names this 13th day of February, 1957.
____________________________________________ Elmer E. Davidson, President ____________________________________________ C.R. Crouse, Secretary STATE OF CALIFORNIA ss. County of Tulare On this 13th day of February, 1957, before me, the undersigned, a Notary Public in and for said County and State, residing therein, duly commissioned and sworn, personally appeared ELMER E. DAVIDSON, President and C.R. CROUSE, Secretary, of TULARE VETERANS ASSOCIATION OF TULARE, CALIFORNIA, an existing unincorporated Association, known to me to be the persons described in, and whose names are subscribed to the within and foregoing instrument, and they acknowledged to me that they executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. ______________________________________ Notary Public in and for said County and State. STATE OF CALIFORNIA ss. County of Tulare ELMER E. DAVIDSON, as President of and C.R. CROUSE, as Secretary of, TULARE VETERANS ASSOCIATION OF TULARE, CALIFORNIA, being an existing unincorporated Association, being first duly sworn, each for himself deposes and says: That the said ELMER E. DAVIDSON and C.R. CROUSE are, respectively, President and Secretary of TULARE VETERANS ASSOCIATION OF TULARE, CALIFORNIA, an Unincorporated Association, and that such Association has duly authorized its incorporation; that said ELMER E. DAVIDSON and C.R. CROUSE, as President and Secretary respectively, have executed the within Articles of Incorporation by authority of such Association.
_______________________________________ Elmer E. Davidson, President _______________________________________ C.R. Crouse, Secretary
Subscribed and sworn to before me this 13th day of February, 1957. ____________________________________________________ Notary Public in and for the County of Tulare, State of California BY-LAWS TULARE VETERANS ASSOCIATION ARTICLE I General Provisions Section 1.01 Definitions: Association means the corporation, which adopted these By-Laws.Board means the Board of Directors of the Association. Articles of Incorporation include amendments and mean the Articles of Incorporation And any amendments thereto. The Masculine pronoun includes other genders. Section 1.02 Applicable Law Association is functioning as a non-profit association organized pursuant to Part One of Division Two of Title One of the Corporations Code of the State of California. Section 1.03 Organization Association has members but no capital stock. All members are of the same class, and the voting rights of the members are fixed by and stated in the Articles of Incorporation. All voting is in the members. Only members vote. When one ceases to be a member, his right to vote or participate in the affairs of the Association terminates. Members elect Directors and the affairs and business of the Association are directed and controlled by the Board. Section 1.04 Purpose The purpose of this Association shall be to render service to its members by establishing a patriotic organization in the City of Tulare, County of Tulare, State of California and in connection therewith to co-ordinate the activities of the various Veteran’s organizations and their members in the City of Tulare, County of Tulare, State of California. ARTICLE II Membership Amendment to Article II section 2.01 adopted at the regular meeting of February 5, 1964. Section 2.02 Application for Membership Any veterans organization duly authorized and recognized by an Act of Congress as a National Veterans Organization shall file a written application for admission such form and containing such information as the Board shall prescribe; provided, the making or filing of such application may be waived by the board or any officer or officers to whom the Board has delegated power to accept applications and admit members. A majority vote, deny or accept the same for reasons satisfactory to it. The Board may delegate any officer or officer’s power to act upon and accept applications and to admit members and issue membership certificates. Section 2.04 Membership Incapable to Transfer Membership in this Association cannot be assigned voluntarily or involuntarily or by operation of law nor can any membership or membership rights of a member of the Association be assigned, transferred, alienated or otherwise encumbered in any manner or by any means whatsoever. Section 2.05 Termination of Membership A membership shall terminate upon the happening of any of the following, to-wit: (a) The loss of qualifications necessary for admission to membership. (b) The resignation or withdrawal of the member as provided in these By-Laws. (c) The expulsion of a member as hereinafter provided in these By-Laws. Any member, Member, for failure to comply with the By-Laws or the rules and regulations of this Association or for any cause or reason whatsoever which the Board in its unlimited discretion shall deem sufficient, may be expelled from this Association by resolution adopted by majority vote of all the members of the Board after reasonable notice and opportunity be heard as determined by the Board. Such expulsion shall be effective immediately or at such time after the adoption of the resolution of expulsion as the Board shall fix. The foregoing provisions are not for the purpose of penalizing any member whose membership shall be forfeited or otherwise terminated, but rather because no membership will have any real intrinsic value. ARTICLE III Directors Section 3.01 Number, qualification and term of Directors There shall be six directors, being one from each of the Veterans Organizations or Posts which are members of the Association do as to allow each organization or post one vote on the Board of Directors. There shall be selected by each Veterans Organization or Post one alternate representative who shall attend regular Board meetings and participate in Board discussions, but said representative shall not vote at Board meetings except in the absence of the Director from his Post or Organization. A Director must be a veteran currently a member in good standing in any of the local Veterans Organizations, Posts or Chapter, etc. Any such individual shall be eligible for election to the Board of Directors of the Association. There term of office for the Director shall be two years or until the election and qualification of his successor until he resigns or becomes disqualified or is removed from office, which ever shall first occur; provided, however that the first Directors elected from each member organization shall be elected for staggered terms of varying lengths of time so that the term or the first Directors elected from each organization will not expire on the same date. The length of term or the first Directors shall be determined by the member organizations which elect Directors to the Association; that is to say: Of the first Directors elected by each organization to act as Directors of the Association, each particular organization shall determine which director shall serve two years and which Directors shall serve one year. Thereafter each Director elected by an organization shall serve a full term of two years subject to the provisions of these By-Laws (4 members, 2 years; 2 members, 1 year) Section 3.02 Regular Meetings Meetings of the Board of Directors to be known as regular meetings shall be held at the time appointed therefore by the Board which time may be changed from time to time. It shall not be necessary to give notice of regular meetings to the board members; provided, however, that if the time appointed for regular meetings is changed, then written notice must be given to each director; further provided that if the time appointed for regular meetings shall fall upon a legal holiday, shall be held on the same hour on the next meeting business day. Section 3.03 Special Meetings Special meetings of the Board may be held from time to time upon call of the president or if he be absent or is unable or refused to act, by any vice-president. It shall be the duty of the president, or if he be absent or unable to act or refuses to act, then any vice president, to call special meetings or directors upon the written request of the majority of the directors specifying the purpose; and in the even neither the president or vice-president shall call such meeting upon said request, then the same may be called by the majority of the directors. The time for such special meetings shall be appointed by the person calling them, and the call in any instance shall be delivered to the secretary or the person whose duty it is to give notice. Section 3.04 Vacancies Any vacancy in the office of director, arising otherwise than be expiration of term of office, may be filled by a majority of the remaining directors, though less than a quorum; and the members may fill any vacancy existing at any time and not filled by the directors. Any director chosen to fill such vacancy shall be from the Veterans Organization from which his predecessor was chosen or elected. Section 3.05 Quorum Four Directors present representing at least four Veterans Organizations at a Directors’ meeting is sufficient to constitute a quorum for the transaction of business; and, unless otherwise required by law or these By-Laws, every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors. ARTICLE IV Officers Section 4.01 Number of Officers The officers of the Association (herein called "regular officers’) shall be elected by the directors and shall be a president, one or more vice-presidents, a secretary and a treasurer; there shall be at least one officer representing each of the Veterans Organizations. The Board may also appoint one or more assistant secretaries, one or more assistant treasurers, a manager and such other officers, as they deem desirable for the transaction of business of the Association. The president and vice-president, or vice-presidents shall be members of the Board, and if either shall cease to be a director at any time, he shall, ipso facto, cease to be such president or vice-president. No other of said officers need be a member of the Board. Any two or more of said officers, except those of president and secretary may be held by the same persons. The treasurer may be a bank or any depositary, and as such, shall not be considered as an officer, but as a function of the Board. In such case, the secretary shall prefer the usual accounting duties of the treasurer except that the funds shall be deposited only as and where authorized by the Board. Regular officers shall be elected annually at the organization meetings of the Board or whenever the Board shall determine; provided, they may always be elected whenever a vacancy exists. Other officers may be elected at any meeting of the Board. Unless sooner removed by the Board, or unless they resign or become disqualified, all of the officers shall hold office until their successors are chosen and qualified. Any officers, whether elected or appointed by the Board, may be removed at any time by the affirmative vote of a majority of the whole Board, and each office shall take and hold office subject to the right of removal by the Board. Section 4.02 President The president shall: Section 4.03 Vice-President The Vice President, or if more than one, then in order of priority, shall in the absence or disability of the president (or a senior vice-president) perform the duties and exercise the powers of the president, and shall perform such other duties as the Board shall prescribe. Section 4.04 Secretary The secretary shall: Section 4.05 Treasurer The treasurer shall: Section 4.06 Duties of Officers may be Delegated In the case of absence of any officer of the Association, or for any other reason that the Board may deem sufficient, the Board may delegate, for the time being, the powers or duties or any of them, of such officer to any other officer, or to any director, provided a majority of the entire Board concur therein. ARTICLE V Powers of the Board of Directors Section 5.00 General Powers The Board subject to restrictions of law, the Articles of Incorporation, or these By-Laws, shall exercise all of the powers of the Association, and without prejudice to or limitation upon their general powers, it is hereby expressly provided that the Board shall and they are hereby given full power and authority, in their unlimited discretion (to be exercised by resolution adopted by majority vote of all the members of the Board present at any regular meeting at which action be taken, whether denominated a rule or regulation, or otherwise), the matters, and as hereinafter set fort, to-wit: ARTICLE VI Miscellaneous Section 6.01 Amendments These By-Laws may be amended or repealed or new By-Law adopted in any of the following ways, to-wit: Section 6.02 No Liability to Creditors There shall be, and is, no personal liability on the part of the members to creditors of the Association. Section 6.03 Inspection of Records The books of account, records, contracts and minutes of proceedings of the members and of the Board shall be open to inspection upon demand of any member at any reasonable time and for a purpose reasonable related to his interests as a member or to his patronage of the Association. Section 6.04 No Vested Right in By-Laws Any or all provisions of these By-Laws, whether originally or subsequently adopted, regardless of their nature, whether regulatory or contractual, may, from time to time, be amended or repealed, and new or other provisions adopted, and each member becomes such with knowledge of and consent to the reserved right of amendment or repeal, and the exercise thereof, and no member shall or does have any vested right in or to the reserved right of amendment or repeal, and the exercise thereof, and no member shall or does have any vest right in or to any provision hereof, or the continuance thereof, and each member agrees that provisions of the general or like nature or effect of those contained in the By-Laws are appropriate and necessary for the efficient regulation of the business and the government and conduct of a non-profit cooperative association. Section 6.05 Residue Upon Dissolution In the event, upon dissolution, there remain any residue after payment in full of all indebtedness, such residue shall be distributed among those who were members at the commencement of proceedings to wind up and dissolve the Association. Section 6.06 Annual Audit The accounts, books and records of the Association shall be audited upon the conclusion of each season, and it shall be the duty of the Board to cause such audit to be made annually. Any member shall be entitled to insect the audit report. Sections 6.07 Voting Powers The voting powers of the members are equal. Each member is entitled to one vote. Section 6.08 Fiscal Year and Season Unless and until changed by the Board, the fiscal year shall begin on the first day of July and extend until and including the next succeeding 30th day of June. The season shall be deemed the same as the fiscal year. Section 6.09 Appointment of Committees The Board of Directors may be resolution passed by a majority vote of the whole Board of Directors appoint an Executive Committee, and other committees, composed of two or more Directors and may delegate to the Executive Committee any of the powers and authority of the Board in the management of the business and the affairs of the Corporation, except the power to make any changes in the By-Laws. Section 6.10 Withdrawal of Member Any member of the Association may withdraw or resign from the Association by filing with the Secretary of the Association written notice of withdrawal during the month of June of any year. Such termination of membership shall be effective one month from the date that written notice of withdrawal is given. Sections 6.11 Reparability Clause If anything contained in these By-Laws be contrary to law, as the same now exists, or any other law subsequently adopted, then such part shall be eliminated, but the remainder shall stan. These Amended By-Laws approved by a majority vote of the members of the Tulare Veterans Association on the ______________ day of ________________________. AMERICAN LEGION, TULARE POST NO. 15 By _______________________________________________ By________________________________________________ AMERICAN AMVETS, TULARE POST NO. 56 By________________________________________________ By________________________________________________ VETERANS OF FOREIGN WARS, TULARE POST 2002 By________________________________________________ By________________________________________________ DISABLED AMERICAN VETERANS, TULARE CHAPTER NO. 97 By________________________________________________ By________________________________________________ AMERICAN VETERANS, POLICE POST NO. 65 By________________________________________________ By________________________________________________ VIETNAM VETERANS OF AMERICA, CHAPTER 41 By________________________________________________ By___________________ _____________________________
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