THE BY-LAWS OF THE SOUTH CAROLINA STATE COUNCIL OF
VIETNAM VETERANS OF AMERICA, INC.
First adopted at the VVA South Carolina State Council Meeting Jan. 30, 1994.
Amended August 09, 2006, mended December 21, 2008, Amended June 9, 2019,
ARTICLE I: GENERAL
Section 1 – Objective
These By-laws support the Constitution of the Vietnam Veterans of America, Incorporated,
herein called the “Constitution.” They provide extended details required to manage the South
Carolina State Council of Vietnam Veterans of America, Inc.
Section 2 - Establishment
Having met all requirements for establishing the South Carolina State Council, the Council was
established as a not-for-profit corporation pursuant to the appropriate provisions of the laws of
South Carolina. The Council has completed the incorporation process and has adopted the
Constitution of the Corporation as it is now in existence. The State Council will also execute
such other instruments and documents as may be required and forward the same to the Secretary of the Corporation.
Section 3 - Purposes
The purposes of the South Carolina State Council shall be to promote and enforce the principles
and policies of the Corporation as set forth in the Constitution and in these By-Laws, and the
rules and resolutions and the Code of Disciplinary Procedure of the Corporation.
ARTICLE II: MEMBERSHIP
Section 1 - Composition:
1. Each Chapter and the “at Large” membership (VVA members not affiliated with a
chapter) within South Carolina shall be represented on the South Carolina State Council.
2. Each Chapter shall elect two delegates and two alternate delegates, as described in the
Constitution, Article III, Section 4, Paragraph B, to the State Council, and these delegates
shall represent the Chapter on all matters to come before the Council. Two “at large”
members may be appointed by the Council as delegates. In the absence of any “at Large”
members at any meeting, the Council president shall represent the “at Large”
membership. A chapter president, or in his absence the chapter first vice president, in
attendance at a state council meeting shall be considered as a chapter representative in
lieu of an absent chapter delegate.
3. Chapter representation and attendance shall be in accordance with the Constitution.
Section 2 – Voting Rights
1. Each delegate in attendance at a meeting shall be entitled to one vote.
2. The Council Board of Directors may vote electronically on behalf of the Council on
urgent issues that must be resolved before the next scheduled or special meeting.
Section 3 – Associate Member Liaison
After written recommendation from the South Carolina Associates of Vietnam Veterans of
America, Inc. (AVVA) the State Council shall seat a Liaison on the State Board of Directors,
who shall serve as a non-voting Special Advisor to the State Council Board of Directors entitled
to be heard on all matters.
ARTICLE III: OFFICERS
Section 1 - Offices
1. The delegates to the South Carolina State Council shall elect from the membership within
the state, whether Chapter or otherwise, a President, a 1st Vice President, a 2nd Vice
President, a Secretary, and a Treasurer. Election of officers of the Council, held after
December 31, 1986, shall, upon nomination, be by vote at a meeting of the Council to be
held the 2nd calendar quarter of each even-numbered year. Officers shall serve for a term
of two (2) years or until the seat held by such officer shall be deemed vacant pursuant to
the provisions of the Constitution.
2. Except as provided in Paragraph B of Section 2 of this Article, a vacancy in any office of
the State Council shall be filled, for the unexpired term, by a vote of the delegates to the
Council. The first order of business at the meeting immediately following such an event
shall be the election of a member to fill the office so vacated.
3. The Board of Directors consists of the Officers of the Council
Section 2 – Duties of Officers
1. The South Carolina State Council President shall be the principal executive officer of the
South Carolina State Council. He/she shall preside at all meetings of the Council, and
shall appoint the chairpersons of all committees, subject to the approval of the Council.
He or she shall be the formal representative of the Council to the Corporation on all
matters. The State Council President shall execute all instruments or documents
authorized for such execution by the Council, except where other persons have been
expressly delegated that authority by the Council, VVA Constitution, or by the Board of
Directors of the Corporation. The State Council President shall also review all fundraising
proposals which require the approval of the Board of Directors of the Corporation,
as set forth in Article IV , Section 3 of the Constitution, and make a recommendation as
to approval to the Board of Directors, and forward a copy of the recommendation to the
Chapter and the Corporation, within fifteen (15) days of receipt of a completed proposal.
The President of the State Council shall have the authority to ensure that all Chapters and
the State Council are in compliance with all governmental statutes, rules and regulations.
2. The South Carolina State Council 1st Vice-President shall assist the President. He/she
shall perform the duties of the State Council President in the event of his or her inability
or refusal to act, and shall perform such other duties as the Council may from time to
time determine. In the event of the death, removal, or resignation of the State Council
President, the Vice-President shall assume the position of President for the remainder of
his or her term.
3. The South Carolina State Council 2nd Vice-President shall serve as the Council Public
Affairs Officer and the Chairperson of the Public Affairs Committee. He/she shall also
assist the State Council President in public appearances, meetings with other
organizations, and other duties of the President as directed.
4. The Secretary shall attend all meetings and shall be the custodian of the minutes,
correspondence, and other documents relating to the business of the Council. The
Secretary shall record the minutes of the regular and special meetings of the Council, and
shall provide each Chapter in the state with a copy thereof within a reasonable time after
such meetings.
5. The Treasurer shall attend all meetings of the Council and shall collect, receive, deposit,
and disburse the funds of the Council as directed by the Council, and shall render
financial statements and reports as may be requested by the Council or the Corporation,
and shall perform such other duties as the Council shall assign to him or her.
6. The South Carolina State Council President, 1st Vice-President and Treasurer shall be
authorized to sign checks and drafts. These officers may be required to obtain a fidelity
bond in accordance with the terms of the Constitution.
7. The president, if a delegate or alternate prior to election, shall release that delegate seat
and the affected chapter shall elect a replacement delegate or alternate.
ARTICLE IV: MEETINGS
Section 1 - Schedule
1. Regular meetings of the South Carolina State Council are held on the second Sunday in
October, February, and June and at a location designated by the Council. Notice of any
such regular meeting shall be given to the members of the Council by the Secretary at
least twenty (20) calendar days prior to the meeting. Such notification may be in the form
of an announcement in the State Newsletter
2. Special meetings of the Council may be called by the President or by petition of twenty-five
(25) percent of the registered delegates or their alternates to the Council. Written
notice of any special meeting shall be given to each registered delegate of the Council at
least ten (10) calendar days prior to any such special meeting. Notice shall be deemed to
have been given upon a first-class mailing to all registered Council delegates at the address on file with the Council. The President of the Corporation may call a special
meeting of the State Council when he or she deems such a meeting to be in the best
interest of the Corporation
Section 2 - Quorum
A quorum to conduct business shall be defined as representation by half of the fully chartered
chapters in the state. At large membership shall not be considered in determining a quorum.
ARTICLE V: COMMITTEES
The Council has established the standing committees defined in Appendix II of these by-laws. It may also establish such special committees as are necessary or proper to the conduct of the
business of the Council. Each of the standing committees shall perform the functions ascribed to it in Appendix II. The President of the State Council shall appoint the chairperson of such
committees, who shall then appoint the members of said committees, subject to the approval of the State Council. The committee chair may nominate qualified non-members to serve as nonvoting Special Advisors to the committee.
ARTICLE VI: FINANCE
Section 1 – Fund Raising
In accordance with the Constitution which states “Subject to the provisions of VVA
Constitution and the rules, resolutions and procedures of the Corporation, each Council shall
have the power to raise funds as are necessary to its operation in such manner as the Council
deems appropriate, provided, however, that the State Council must seek to obtain the written
permission of each Chapter located in a geographic area where the State Council proposes to
conduct a fundraising campaign, prior to the commencement of any such activity. Chapters shall
have sixty (60) days to respond favorably or unfavorably to any request for permission to
conduct such a fund-raising activity. A failure by a Chapter to respond to any such request within
sixty (60) days shall be deemed to be a grant of permission to the State Council. Any denial of
permission by a Chapter shall be subject to review by the entire State Council at its next regular
meeting or at a special meeting. A two-thirds (2/3) vote of the entire State Council shall be
required to overrule a Chapter.
Section 2 – Financial Controls
1. Treasury record keeping, reporting, and maintenance shall be in accordance with the
State Council Treasurers Handbook guidelines.
2. The president may approve non-travel expenditures up to $150.
3. The Council in assembly must approve all higher levels of non-travel expenditures except
that the Board of Directors may approve higher spending levels when a decision must be
made before the next regularly scheduled meeting.
4. All Council business related travel expenses must be approved by the President, or
designated alternate, using the approved travel expense form (Appendix III). Presidential
business travel expenses are considered Council approved, not to exceed available funds.
5. Financial records shall be reviewed annually. The Council may choose to do either an
internal or independent review and may call for an audit at any time.
6. Funds in excess of that required for the normal operation of the Council, as determined
by the Council, shall be deposited in an investment account approved by the Council.
ARTICLE VII: FISCAL YEAR
The fiscal year of the South Carolina State Council shall commence on the first day of March
and end on the last day of February in each year.
ARTICLE VIII: SEAL
The South Carolina State Council has provided a corporate seal, which is in the form of a circle
and our Council and the state and year of incorporation.
ARTICLE IX: WAIVER OF NOTICE
Whenever any notice is required to be given pursuant to the provisions of the Articles of
Incorporation of the Corporation or of the State Council, or the VVA Constitution, or the rules
and procedures of the Corporation, a waiver thereof in writing, signed by the person entitled to
such notice, executed at any time, shall be deemed the equivalent of the giving of such notice.
ARTICLE X: REPORTING
The South Carolina State Council shall submit election, financial, and other required reports to
the National Corporation as stated in the Constitution and will be subject to the prescribed
actions for non-compliance.
ARTICLE XI: AMENDMENTS TO THE BY LAWS
These by-laws (excluding any appendices) may be amended by a 2/3 majority at any regularly
scheduled meeting, or special meeting called specifically for such purpose, upon 30 days
advance notification to the Council delegates. Such notification may be in the form of an
announcement in the State Newsletter.
Appendix I
South Carolina Chapters
Refer to chapter tab on WEB site for current listings
Appendix II
State Council Committees
A. The Public Affairs Committee shall act as a liaison between various committees of the
South Carolina State Council with matters concerning the media. It also should be instrumental
in publicizing in the communities the purposes, goals, roles, activities, and projects of the
Corporation, State Council, and Chapters.
B. The Finance Committee shall provide oversight of the financial activities of the the South
Carolina State Council and shall recommend policies on financial matters, to include, but not
limited to, assisting and consulting with the Treasurer on all financial planning, budgeting,
reporting, and other related matters.
C. The POW/MIA Committee shall seek and promote the fullest accounting of those still listed
as POW/MIA's in Southeast Asia and any other areas of the world, regardless of the conflict that
initiated their disappearance. The committee shall disseminate information received on the
POW/MIA issue to the National Board of Directors, State Councils, Chapters, POWIMIA
families and friends, and VVA membership as called upon.
D. The Constitution Committee shall serve to advise the Board of Directors as to matters of
interpretation of the provisions of these By-Laws, in accordance with guidelines and
determinations of the Corporation. Create a Free Website