Veterans United For A Better Life Assocation

                                                                            BYLAWS

                                                                     OF

                                VETERANS UNITED FO A BETTER LIFE LLC

 

The name of the organization is Veterans United for a Better Life LLc. The organization is organized in accordance with Texas Civil Statues, Chapter 9, as amended. The organization has not been formed for the making of any profit, directors, or officers or other individuals. The assets and income shall only be used to promote corporate purposes as described below. Nothing contained herein, however, shall be deemed to prohibit the payment of reasonable compensation to employee and independent contractors for services provided the payment to be carried on by an organization shall not carry on any other activities not permitted to be carried on by an organization is organized exclusively for purpose subsequent to section 501(C) (3) of the Internal Revenue Code.

 

ARTICLE 1

MEETING

 

Section 1. Annual Meeting. An annual meeting shall be held once each calendar year for the purpose of electing directors and for the transaction of such other business as may properly come before the meeting. The annual meeting shall be held at the time and place designated by the Board of Directors from time to time.

 

Section 2. Special Meetings. Special meeting maybe requested by the President or the Board of Directors.

 

Section 3. Notice. Written notice of all meetings shall be provided under this section or as otherwise required by law. The Notice shall state the place, date, and hour of meeting to all directors of record at the address shown on the corporate books, at least 10 days prior to the meeting.  Such notice shall be deemed effective when deposited in ordinary U.S mail, properly addressed, with postage prepaid.

Section 4. Place of Meeting. Meeting shall be held at the organization's principal place of business unless otherwise stated in the notice. There are times when it is done by internet and will be set up 2 weeks prior to the meeting to take place.

 

Section 5.Quorum. A majority of the directors shall constitute at quorum at a meeting. In the absence of a quorum, a majority of the directors may adjourn the meeting to another time without further notice. If a quorum is represented at an adjourned meeting, any business may be transacted that might have been truncated at the meeting as originally scheduled. The directors present at a meeting represented by a quorum may continue to transact business until adjournment, even if the withdrawal of some directors results in representation of less than a quorum.

 

Section 6. Informal Action. Any action required to be taken, or which may be taken, at a meeting may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.

 

ARTICLE 2

DIRECTORS

 

Section 1. Number of Directors. The organization shall be managed by a Board of Directors consisting of 5 director(s).

1. President ,                     Larry Lee Bruce

2. Vice President,              Lance Savoy

3. Secatary,                       Sarah M Wise

4. Operations Director,      Pending

5. Fundraising Director,     Pending

 

Section 2. Election and Term of Office. The directors shall be elected at the annual meeting. Each director shall serve a term of 2 year(s), or until a successor has been elected and qualified. The only Directors that cannot be voted out, are the President and Vice President, these two offices shall be held until death or retirement and a successor has been elected and qualified at that time prior to leaving office.

 

Section 3. Quorum. A majority of directors shall constitute a quorum.

 

Section 4. Adverse Interest.   In the determination of a quorum of the directors, or in voting, the disclosed adverse interest of a director shall not disqualify the director or invalidate his or her vote.

 

Section 5. Regular Meeting. The Board of Directors shall meet immediately after the election for the purpose of electing its new officers, appointing new committee chairperson’s and for transacting such other business as may be deemed appropriate. The Board of Directors may provide, by resolution, for additional regular meetings without notice other than the notice provided by the resolution.

 

Section 6.  Special Meeting. Special meeting may be requested by the President, Vice-President, Secretary, or any two directors by providing five days' written notice by ordinary Untied States mail. Effective when mailed. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.

 

Section 7. Procedures. The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act the Board of Directors, unless the vote of a greater number is required by law or by these by-laws for a particular resolution.  A directors of the organization who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless their dissent shall be entered in the minutes of the meeting. The Board shall keep written minutes of its proceedings in its permanent records.

 

Section 8. Informal Action. Any action required to be taken at a meeting of directors, or any action which may be taken at a meeting of directors or of a committee of directors, may be taken without a meeting if a consent in writing setting forth the action so taken, is signed by all of the directors or all of the members of the committee of directors, as the case maybe.

 

 

Section 9. Removal/Vacancies. All directors shall be subject to removal, with or without cause, at a meeting called for that purpose. Any vacancy that occurs on the Board of Directors, whether by death, resignation, removal or any other cause, may be filled by the remaining directors. A director elected to fill a vacancy shall serve the remaining term of his or her predecessor, or until another successor has been elected and qualified.

 

 

Section 10. Committees. To the extent permitted by law, The President may appoint from its members a committee or committees, temporary or permanent, and designate the duties, powers and authorities of such committees.

 

ARTICLE 3

OFFICERS

 

Section 1. Number of Officers. The officers of the organization shall be a President, one or more Vice-Presidents (as determined by the Board of Directors), a Treasurer and a Secretary. Two are more offices may be held by one person .although the offices of Secretary and President cannot be held concurrently by the person. The President may not serve concurrently as a Vice President.

 

    A. President/Chairman. The President shall be the chief executive office and shall preside at all meetings of the Board of Directors and its Executive Committee, if such a committee is created by the Board. Also will hold the right to overturn or veto decisions made by the board at any time, if it’s in the best interest of the Organization.

    B. Vice President. The Vice President shall perform the duties of the President in the absence of the President and shall assist the office in the discharge of its leadership duties.

    C. Secretary. The Secretary shall give the notice of all meetings of the Board of Directors and Executive Committee, shall keep an accurate list of the directors, and shall have the authority to certify and records, or copies of records, as the official records of the organization. The Secretary shall maintain the minutes of the Board of Directors ‘meetings and all committee meeting.

    D. Treasurer/CFO. The treasurer shall be responsible for conducting the financial affairs of the organization as directed and authorized by the Board of Directors and Executive Committee.

   E. Operations Director. The Operations Director shall be responsible for the operations of the facilities, he or she will be responsible for planning work schedules and preparing work orders for all Maintance issues, he will report to the Vice President on all matters.

    F. Fundraiser Director. The fundraising Director will be in charge of all Fundraising activities and will report to the Vice President over any matters involving fundraising, he or she will set up fundraiser and work with sponsors on donations.

 

Section 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors. Immediately following the annual meeting. Each officer shall serve four year term or until a successor has been elected and qualified.

 

Section 3. Removal/Vacancy.  The Board of Directors shall have power to remove an officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors. This board will not have the right to remove the President from office at anytime.

 

ARTICLE 4

CORPORATE SEAL, EXECUTION OF INSTRUMENTS

 

The organization shall not have a corporate seal. All instruments that are executed on behalf of the organization which are acknowledged and which affect an interest in real estate shall be executed by the President of any Vice-President and the Secretary or Treasurer. All other instruments executed by the organization, including a release of mortgage of lien, may be executed by the President of any Vice-President. Notwithstanding the preceding provision of this section, any written instruments may be executed by any officer(s) or agent(s) that are specifically designated by resolution of the Board of Directors.

 

ARTICLE 5

AMENDMENT TO BYLAWS

 

The bylaws may be amended, altered, or replaced by the Board of Directors by a majority of a quorum vote at any regular or special meeting. The text of the proposed change shall be distributed to all board member’s at least ten (10) days before the meeting.

 

ARTICLE 6

DISSOLUTION

 

The  organization may be dissolved only with authorization of its Board of Directors given at a special meeting called for that purpose and with the subsequent approved by no less than two thirds (2/3) vote of the member’s. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows.

 

All liabilities and obligations shall be paid, satisfied and discharged, or adequate provision shall be made therefore. Assets not held upon a condition requiring return, transfers, or conveyed, in trust or otherwise, to charitable and educational  organization , organized under section501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar of like nature to this  organization , as determined by the Board of Directors

 

Certification

Larry Lee Bruce, President Of Veterans Untied For A Better LLC ,and Ashley Jacobson, Secretary  Of Veterans Untied For A Better Life LLC certify that the foregoing is a true and correct copy Of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on April 13,2016

 

I certify that the foregoing is a true and correct copy of the bylaws of the above-named organization, duly adopted by the initial Board of Directors on April 13, 2016

 

Larry  Lee bruce

______________________________________

Larry Lee Bruce, President

 

SarahM Wise

_____________________________________

Sarah M WIse, Secretary