BY-LAWS

 

OF

 

SOLDIERS TO STATESMEN, INC.

 

A NOT FOR PROFIT CORPORATION

214 ARGUS DR

DEPEW, NEW YORK 14043

 

 

ARTICLE I

OFFICES

 

 

Section 1 – Principal Office:

 

The principal office of the Corporation in the State of New York shall be located at 214 Argus Drive in the City of Depew, County of Erie.

 

Section 2 – Other offices:

 

The corporation may have such other offices, either with or without the County of Erie, State of New York, as the board of directors determine or as the affairs of the corporation may require from time to time.

 

ARTICLE II

MEMBERS

 

 

Section 1 – Number of Members:

 

The organization shall be managed by a Board of Directors consisting of 3 director(s).

 

 

Section 2 – Election of Members:

 

a. The officers of this organization shall consist of a president, secretary and a treasurer.

b. The secretary and treasurer shall be elected by ballot in the month of December.   However, if there is but one nominee for any office, election for that office may be by voice vote by the President.

c. Officers shall assume their official duties at the January meeting following their election and shall serve for a term of one year or until their successors are elected.

d. The President’s appointment is permanent and continuous and cannot be dissolved or removed by a successor.

 

 

 

Section 3 – Voting Rights:

 

Each identifiable member in good standing is entitled to one vote.  Only votes cast by members present will be counted.  No proxies will be permitted.  Verification of membership will occur prior to voting on any issue.  A quorum will be constituted by 10% of the total general membership.

 

Section 4 – Termination of Membership

 

The Board of Directors by affirmative vote of two-thirds of all members of the board, may suspend or expel either the secretary or treasurer after an appropriate hearing, and by majority vote of those present at any regular constituted meeting; may terminate the membership of any member who becomes ineligible for membership; final decision to be made by President taking into consideration appropriate hearing and majority vote.

 

Section 5 – Removal:

 

Whenever in its judgment the best interest of the Corporation would be better served, an officer elected by the general membership may be removed from office by a majority vote of a quorum of the general membership; as well, an officer appointed by the board may be removed from office by a majority vote of the board.  Any member of the board that fails to attend three consecutive meetings is automatically removed from office and the board shall appoint their successor.

 

Section 6 – Resignation of Membership

 

Members may resign at any time by notification to the President in writing. The resignation will be granted after an exit interview and non-disclosure and non-compete clause is signed.

 

Section 7 - Reinstatement

 

On written request signed by a former member and filed by the secretary, the board of directors, by the affirmative vote of two-thirds of the members of the board, may reinstate such former member on such terms the President deems appropriate.

 

Section 8 – Transfer of Membership

 

No such transfer is valid unless approved by the majority vote of the entire board.  No such transfer will be effective until the secretary of the corporation is notified of the transfer in writing by the President.

 

ARTICLE III

MEMBERSHIP

 

Section 1:

 

Membership in Soldiers to Statesmen, Inc. shall be made available without regard to race, color, religion, sex, handicap, national origin, or familial status.

 

 

Section 2:

 

Soldiers to Statesmen, Inc. shall conduct an annual enrollment of veterans, but may admit persons to membership at any time.

 

Section 3:

 

Each member Soldiers to Statesmen, Inc.  shall volunteer time to support the efforts of the foundation.  The minimum amount of time will be determined by the executive board, at the beginning of each membership drive and so stated.  Volunteer time may, at the discretion of the executive board.

 

Section 4:

 

Only members of the organization shall be eligible to participate in the business meetings or to serve in any of its elective or appointive positions.

 

Section 5:

 

The membership year of Soldiers to Statesmen, Inc. shall begin on July 1 and end the following June 30.

 

 

ARTICLE IV

MEETINGS OF EXECUTIVE BOARD

 

 

Section 1 – Annual Meeting:

 

The annual meeting of the executive board for the election of officers and the transaction of other business shall be held in December of each year on any day (except a Sunday or Legal holiday) in that month as determined by the executive board. 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 meetings maybe requested by the President or the Board of Directors or not less than one-tenth of the members voting.

 

Section 3 – Place of Meeting:

 

The Board of Directors may designate a place, either within or without the State of New York, as the place of meeting for any annual meeting or any special meeting called by the board of directors. If no designation is made or if special meeting be otherwise called, the place of meeting shall be the principal office of the corporation in the State of New York, but if all of the members shall meet at any time place either within or without the State of New York, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any separate action may be taken.

 

 

Section 4 – Notice of Meeting:

 

Written or printed notice stating the time and place of the meeting shall be delivered neither less than ten (10) nor more than fifty (50) days before the date of any annual meeting, either personally or by mail, by the direction of the executive board, to each member of record entitled to vote at such meeting. In case of special meetings, or as required by statue or by these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the member at his address as it appears on the record of membership of the Corporation, with postage thereon paid.

 

 

Section 5 - 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 consent in writing, setting forth the action so taken, is signed by the directors with respect to the subject matter of the vote.

 

Section 6 – 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 transacted 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 7 – Procedure:

 

The vote of a majority of the directors present at a properly called meeting at which a quorum is present shall be the act of 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 director 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 – Voting by Mail

 

Where directors or officers are to be elected by members such election may be conducted by mail in such manner as the board of directors shall determine.

 

Section 9 – Cumulative Voting

 

At any election for directors of the corporation, each and every member entitles to vote may cumulate his vote by giving one candidate as many votes as the number of such directors multiplied by his vote shall equal, or by distributing such votes on the same principle among any number of such candidates.  Any member who intends to cumulate his votes shall give written notice of such intention to the secretary of the corporation on or before the day preceding the election at which such member intends to cumulate his votes.

 

 

ARTICLE V

BOARD OF DIRECTORS

 

Section 1:

 

The board of directors shall consist of the following permanent officer and elected officers

 

Permanent:                                           President

 

Elected:                                                Secretary

                                                            Treasurer

                                                        

 

 

Section 2 – General Powers:

 

The affairs of the corporation shall be managed by its board of directors, final decisions to be made by President.

 

 

Section 3 – Regular Meetings:

 

A regular meeting of the board of directors shall be held without other notice then this bylaw, immediately after, and at the same place, as the annual meeting of members.  The board of directors, may provide by resolution the time and place, either within or without the State of New York, for the holding of additional regular meetings of the board without other notice that such resolution.

 

Section 4 – Special Meetings:

 

Special meetings may be requested by the President, Secretary, or any two directors by providing five days' written notice by ordinary United States mail, effective when mailed. Minutes of the meeting shall be sent to the Board of Directors within two weeks after the meeting.

 

Section 5 – Notice:

 

Notice of any special meeting shall be given at least forty-eight (48) hours before the time fixed for the meeting, by written notice delivered personally or mailed to each director at his business address, or by fax. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid, not less than three days prior to the commencement of the above-stated notice period. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

 

Section 6 – Quorum:

 

A majority of the board of directors shall constitute a quorum for the transaction or business at any meeting of the board, but if less than a majority of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

 

Section 7 – Manner of Acting:

 

The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these bylaws.

 

Section 8 – Vacancies:

 

A vacancy occurring in any office because of death, resignation, removal or disqualification shall be filled by a person elected by a majority vote of the remaining members of the executive board, notice of such election having been given; or in emergent circumstances or no members have the right to vote thereon, the directorship will be instituted by the President.

 

Section 9 – Compensation:

The composition of Soldiers to Statesmen personnel that are uncompensated or compensated / salaried as well as the nature of that compensation is dependent upon the organizational development level of the Soldiers to Statesmen.

 

Organizational Level One:

 

At this organizational level, the personnel officially involved in Soldiers to Statesmen constitute the core cadre of the foundation. All positions at this level are uncompensated, though funding to Soldiers to Statesmen can be used in pursuit of the foundations business provided that a record of all expenditures are kept and made transparent on the website. The specifics surrounding the core cadre include the following

 

1. President (Jeffrey Damien Cappella)

2. Vice President (Nargis Hossain)

 3. Chief Financial Officer/Treasurer (Nargis Hossain)

4. Chief Information Officer (Nargis Hossain)

5. Chief Governmental Liaison Officer (Daniel Fitzpatrick)

6. Chief Military Liaison Officer (Staff Sargent George A. Rice)

 

Organizational Development Level Two

 

All uncompensated positions held in the Soldiers to Statesmen foundation can receive an operational budget to cover expenses incurred in pursuit of Soldiers to Statesmen mission goals. Examples of expenses covered by operational budgets allocated to uncompensated positions include:

 

• Room and board

• Travel lodgings

• Business essentials: Laptop, phone, stationary, business cards

• Business suit / attire;

•  

provided that such expenses can be shown to a reasonably degree in where incurred in pursuit of the foundations mission goals. Records of all expenditures are to be kept and made transparent on the website.

 

Examples of uncompensated positions at this developmental level include the following:

 

1. President (Jeffrey Damien Cappella)

2. Vice President (Nargis Hossain)

3. Chief Financial Officer/Treasurer (Nargis Hossain)

4. Chief Information officer (Nargis Hossain)

5.  Chief Governmental Liaison Officer (Daniel Fitzpatrick)

6. Chief Military Liaison Officer (Staff Sargent George A Rice)

 

Organizational Development Level Three Through Seven

 

The third organizational development level of Soldiers to Statesmen is the organizational developmental level where Soldiers to Statesmen looks to take direct action to assist United States Military veterans, particularly United States military veterans that meet requirements to be accepted in the Soldiers to Statesmen foundation scholarship program.

 

The nature of the assistance that Soldiers to Statesmen foundation is looking to provide in this stage of organizational developmental is outlined in the attached business plan. Given the increase in both the complexity and tempo of the Soldiers to Statesmen operations and subsequent higher levels of commitment required from official Soldiers to Statesmen personal it is at this organizational developmental level that Soldiers to States possess both uncompensated and compensated positions.

 

Uncompensated Positions: The rules regarding uncompensated positions will remain the same from previous organizational developmental level. All uncompensated positions held in the Soldiers to Statesmen foundation can receive an operational budget to cover expenses incurred in pursuit of Soldiers to Statesmen mission goals.

 

Examples of expenses covered by operational budgets allocated to uncompensated positions include room, board, travel lodgings, laptop, phone, stationary, business suit / attire, business cards provided that such expenses can be shown to a reasonably degree in where incurred in pursuit of the foundations mission goals. Records of all expenditures are to be kept and made transparent on the website.

 

Examples of uncompensated positions at this developmental level include the following:

 

1. President (Jeffrey Damien Cappella)

2. Vice President (Nargis Hossain)

3. Chief Financial Officer/Treasurer (Nargis Hossain)

4. Chief Information officer (Nargis Hossain)

5.  Chief Governmental Liaison Officer (Daniel Fitzpatrick)

6. Chief Military Liaison Officer (Staff Sargent George A Rice)

7. Embedded / on site member of the Foundation for Individual Rights in Education

 

Compensated / Salaried Positions:  The calculation of compensation used to determine the salary of paid positions is comprised of indexes derived from the United States Department of Labor. The formula used to determine salary / compensation of paid positions is 10% less than the national / state average salary (whichever is higher to take into account regional cost of living) for someone holding relevant degrees, work experience and position as annotated on the United States Department of Labor.

 

Examples of compensated positions at this developmental level include the following

1. Chief Information Officer (Nargis Hossain)

2. Chief Financial Officer (Nargis Hossain)

3. Embedded / On Site academic, copyright-patent lawyer

 

The board will always meet prior to the meeting of the executive board.

 

 

 

ARTICLE VI

EXECUTIVE BOARD

 

Section 1 - Members:

 

The executive board shall consist of the president, secretary, and treasurer.

 

Section 2 – The duties of the executive board shall be:

 

      a. To transact necessary business in the intervals between organization meetings and such other business as may be referred to it by the

          organization.

      b. To create standing and special committees.

      c. To present a report at the regular meetings of the organization.

      d. To select an outside accounting firm to audit the treasurer’s accounts and to fill out   any tax forms.

      e. To prepare and submit to the organization for adoption a budget for the year.

      f. To approve routine bills within the limits of the budget.

      g. To review and approve budgets of all standing committees.

      h. To make all expenditures for standing committees.

 

Section 3 - Meetings:

 

Regular meetings of the executive board shall be held each month of the calendar year, the time to be fixed by the board at its first meeting of the year.  A majority of the executive board members shall constitute a quorum.  Special meetings of the executive board may be called by the president or by a majority of the members of the board, seven (7) days’ notice being given.

 

 

 

ARTICLE VII

DUTIES OF OFFICERS

 

Section 1 – President:

 

The president shall be responsible for the management of the Corporation.  It’s the responsibility of the president to ensure that the actions of the board and Solders to Statesmen, Inc.  are in full compliance of the laws governing a 501 (c) (3) corporation.  The president shall perform such other duties as may be prescribed in these by-laws or assigned to them by the organization; the president shall be a member ex officio of all committees.

 

The president shall be principal executive officer of the corporation and hall, in general, supervise and control all of the business and affairs of the corporation.  He shall preside at all meetings of the members of the board of directors. He may sign, with the secretary or any other proper officer of the corporation recognized by the board of directors any deeds, mortgages, bonds, contracts, or other documents that the board of director has authorized to be executed. He shall perform all duties incident to the office of president and other duties as may be prescribed by the board of directors from time to time.

 

Section 2 – Secretary:

 

The secretary shall record the minutes of all meetings of the association and of the executive board, have a current copy of the by-laws, maintain a membership list, and shall perform other delegated duties as may be assigned.

 

Section 3 – Treasurer:

 

• All monies collected by the organization as local dues, raised in unit activities, received as contributions, or otherwise acquired belong to the local organization to promote and implement a program of services, projects and other activities approved, adopted and directed by the membership of the organization.

 

• The treasurer shall have partial custody and President will have full custody of the funds of the organization, shall keep a full and accurate account of receipts and expenditures; and in accordance with the provisions in the annual budget adopted by the organization, and shall make disbursements as authorized by the President.  Checks or vouchers shall be signed by two persons:  the treasurer and the President.  The treasurer shall present a financial statement at every meeting of the organization and at other times when requested by the executive board, and shall make a full report at the meeting at which new officers officially assume their duties.  The treasurer shall be responsible for the maintenance of such books of account and records as conform to the requirements of Soldiers to Statesmen, Inc.

 

• The treasurer’s accounts shall be examined annually by an outside accounting firm not affiliated with the Soldiers to Statesmen, Inc.

 

• The treasurer shall be responsible for filing any required tax forms as required by New York State and Federal law(s).

 

 

 

Section 6 – All Officers Shall:

 

• Perform the duties outlined in these by-laws and those assigned from time to time.

 

• Upon the expiration of the term of office or in case of resignation, each officer shall turn over to the president, without delay, all records, books, computer disks and or programs pertaining to the office, and shall return to the treasurer, without delay, all funds pertaining to the office with a full accounting.

 

• An audit of the treasurer’s accounts is for the protection of the treasurer.  It is the only means of assuring everyone that the accounts are accurate and it relieves the treasurer of responsibility except in case of fraud.

 

 

 

ARTICLE VIII

PURPOSES

 

Section 1 – Objectives of Soldiers to Statesmen, Inc.:

 

Soldiers to Statesmen Inc. is a private foundation that focuses on both advocacy and action. The advocacy aspect of Soldiers to Statesmen centers on multiple issues. The first issue that Soldiers to Statesmen looks to provide information on is the challenges facing openly pro American veterans in United States universities. Moreover Soldiers to Statesmen is designed to both illustrate as address the disconnect between the veteran community and current public policy makers and subsequent public policy in general.

 

Section 2:

 

The objectives of Soldiers to Statesmen, Inc. are promoted through an educational mentoring program, directed toward veterans of the United States Armed Forces and are developed through conferences, committees, projects, and programs; and are governed and qualified by the basic policies set forth in Article VIII

 

Section 3:

 

The organization is organized exclusively for the charitable purposes of veterans of the United States Armed Forces, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (c) (3) of the Internal Revenue Code or corresponding section of any future Federal Tax code (Hereinafter “Internal Revenue Code”).

 

ARTICLE IX

BASIC POLICIES

 

 

The following are basic policies of Soldiers to Statesmen, Inc.:

 

• The organization shall be noncommercial, nonsectarian, and nonpartisan.

• The name of the organization or names of any members in their official capacities shall not be used to endorse or promote a commercial concern or in connection with any partisan interest or for any purpose not appropriately related to promotion of the objectives of the organization.

• The organization shall not – directly or indirectly – participate or intervene (in any way, including the publishing or distributing of statements) in any political campaign on behalf of, or in opposition to, any candidate for public office; or devote more than an insubstantial part of its activities to attempting to influence legislation by propaganda or otherwise.

• The organization shall not enter into membership with other organizations except such international or national organizations as may be approved by the executive board.  This organization may cooperate with other organizations and agencies concerned with veterans’ welfare, but a member shall make no commitments that bind this organization without the express permission of the executive board with final say from the President.

• No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, directors, trustees, officers or other private persons except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in.

• Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (i) by an organization exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code, or (ii) by an organization, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code.

• Upon dissolution of this organization, after paying or adequately providing for the debts and obligations of the organization, the remaining assets shall be distributed to a veterans organization, which has established their tax exempt status under Section 501 (c) (3) of the Internal Revenue Code or the corresponding section of any future federal tax code.

 

 

ARTICLE X

COMMITTEES

 

Section 1:

 

Only members of the organization shall be eligible to serve in any elective or appointive positions.

 

Section 2:

 

The executive board may create such standing committees as it may deem necessary to promote the objects and carry on the work of the organization.  The term of each chairman shall be one (1) year, with option to reappoint by direct of the board of directors with final decision to be considered by the president, or until the selection of a successor.

 

 

Section 3:

 

The chairman of each standing committee shall present a plan of work to the executive board for approval.  No committee work shall be undertaken without the consent of the executive board and final decision to be made by the president.

 

Section 4:

 

The power to form special committees and appoint their members rests with the executive board.

 

Section 5:

 

Since a special committee is created and appointed for a specific purpose, it automatically goes out of existence when the work is done and its final report is received or its charter is revoked by a majority vote of the executive board.

 

 

ARTICLE XI

FISCAL YEAR

 

The fiscal year of this organization shall begin on July 1 and end on the following June 30.

 

 

ARTICLE XII

AMENDMENTS

 

Section 1:

 

• These by-laws may be amended at any meeting of the organization by a two-thirds vote of the members present and voting, provided that notice of the proposed amendment shall have been given at least thirty (30) days prior to the meeting at which the amendment is voted upon.

• The amendment shall become effective upon the vote.

• A committee may be appointed to submit a revised set of by-laws as a substitute for the existing by-laws by a majority vote at a meeting of the organization, or by a two-thirds vote of the executive board.  The requirements for adoption of a revised set of by-laws shall be the same as in the case of an amendment.

 

 

ARTICLE XIII

DISSOLUTION

 

The organization may be dissolved only with authorization of the president given at a special meeting called for that purpose. In the event of the dissolution of the organization, the assets shall be applied and distributed as follows:

 

In the advent of the dissolution of Soldiers to Statesmen foundation the following actions will be taken:

1. All intellectual property of the foundation will be transferred over to the President Jeffrey Damien Cappella. Such intellectual property includes the following:

a. The Trademarked Name of “Soldiers to Statesmen”

 b. The copyrighted logo of Soldiers to Statesmen

 c. All materials regarding operational procedures, best practices, copyrighted business plans, copyrighted architectural designs of facilities

 

2. All other assets (money, facilities etcetera) will be dispersed to other charitable institutions that possess similar mission goals as Soldiers to Statesmen

 

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, transfer, or conveyance to any other organization or individual shall be distributed, transferred, or conveyed, in trust or otherwise, to charitable and educational organization, organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, of a similar or like nature to this organization, as determined by the president.

 

CERTIFICATION

 

Jeffrey D. Cappella, President of Soldiers to Statesmen, Inc., 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 01, 2014.

 

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 01, 2014.

 

 

________________________________

Jeffrey D. Cappella, President