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By-Laws

 

Articles of Organization for the

Transgender American Veterans Association (TAVA)  

 

Article 1 -- Name and Purposes

1.1 -- We, the undersigned, desire to form a nonprofit organization for education and advocacy on the issues and concerns of transgender veterans; that is, veterans of the armed forces of the United States whose gender identity and/or expression does not conform to conventional expectations associated with the veteran's designated sex at birth.  Therefore, we hereby constitute ourselves as a voluntary nonprofit organization under the name "Transgender American Veterans Association" (TAVA), hereinafter referred to as the "Organization."

1.2 -- The principal Goals of the Organization shall be: (1) To ensure that health care and other services provided to veterans are delivered with the courtesy and respect due those who have served our country and without prejudice on account of their gender identity/expression; (2) To ensure that health care services related to a diagnosis of "Gender Identity Disorder" (GID) are provided in accordance with the Harry Benjamin International Gender Dysphoria Association's Standards of Care; (3) To cooperate with other organizations that assist transgender persons currently serving in the armed forces whenever feasible; and (4) To cooperate with other veterans service organizations for the betterment of all American veterans whenever feasible.

1.3 -- No part of the net earnings of this Organization shall inure to the benefit of, or be distributable to its directors, 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 goals set forth in Section 1.2 above.

1.4 -- Notwithstanding any other provision of these Articles, the Organization shall not engage in any activities not permitted to be engaged in by an organization exempt from federal income taxation under section 501(c)(3) of the Internal Revenue Code and implementing regulations, or subsequent provisions of the Internal Revenue Code and implementing regulations codifying the tax-exemption principles underlying present section 501(c)(3).

1.5 -- The Mission Statement for the Organization shall read as followed:

 The Transgender American Veterans Association (TAVA) acts proactively with other concerned GLBT organizations to ensure that transsexual and transgendered veterans will receive appropriate care for medical conditions in accordance with the Veterans Health Administration Customer Service Standards promise to "treat you with courtesy and dignity … as the first class citizen that you are."

Further, TAVA will help in educating the VA and the US military on issues regarding a fair and equal treatment of transgendered and transsexual individuals.  TAVA will also advocate a change in public law and policy that will help initiate this fair and equal treatment.

Article 2 -- Offices and Duration

2.1 -- The principal office of this Organization shall be placed in a location to be determined once the Officers have been elected and seated.

2.2 -- The duration of this Organization shall be 99 years, to be extendable by vote of the Membership.

2.3 -- The dissolution, termination, removal or resignation of any member of the Organization shall not result in the dissolution of the Organization.

Article 3 -- General Powers

3.1 -- This Organization shall have the power to own, accept, acquire, pledge, mortgage, encumber, improve, modify, negotiate with respect to, or dispose of real and personal property, and to obtain, invest, and retain funds, in advancing the purposes stated in Article I, above.

3.2 -- This Organization shall have the power to do any lawful acts or things reasonably necessary or desirable for carrying out the Organization's purposes, and for protecting the lawful rights and interests of its members in connection therewith.

3.3 -- The Organization shall have all powers permitted to be exercised by incorporated nonprofit tax-exempt associations under the law of the State or Commonwealth in which it is incorporated.

Article 4 -- Membership

4.1 -- TAVA is a membership organization.

4.2 -- Individual membership in the organization is open to all persons, whether they are veterans or not, or whether they identify as being transgender, transsexual, intersexed, or not.

4.3 -- Organizations engaging in social, advocacy or support services to veterans, regardless of corporate or tax status, may also become members of the Organization.

4.4 -- Membership in the organization bestows upon the member the right to vote for and serve as an Officer, or on the Board.

4.5.1 -- Until Officers are elected, Membership is obtained by applying to the List Owner or List Monitor of the Organization’s Yahoo Groups list by requesting to join the list, or by requesting to join through the Yahoo Groups request procedure.  A brief description of why the person would like to join the Organization is necessary before a person can be added to the list.

4.5.2 -- After Officers are elected, a person can obtain Membership by contacting the Secretary of the Organization, either in person, by mail, by phone, or electronically.  Electronic contact of the Secretary of the Organization will be done by direct E-mail, or by requesting to join the list as stated in Paragraph 4.5.1.

4.6 -- A fee or donation may be levied or requested for Membership, to be determined by vote of the Officers and Board of Directors.

4.7 -- Organizations who join TAVA must designate a representative who will serve as their contact for voting purposes. The organization’s representative may also serve on the Board.

4.8 -- The Organization shall not discriminate, either among individual or organizational members, on the basis of factors including, but not limited to, race, religion, national origin, citizenship, sex, sexual orientation, marital status, age, physical or mental disability, economic status, gender identity or characteristics or expression, or between different kinds of gender-variant people.

4.9 -- The confidentiality and privacy of Members who have not publicly disclosed their sexual orientation, gender identity, or other such information shall be respected at all times. Any Member who does not respect the confidentiality and privacy of other Members may lose their membership in the Organization without recourse.

Article 5 – Board of Directors

5.1 -- Besides the four elected Officer positions (See Article 7), Board of Directors will consist of the following positions:

n      Organizational Liaison/Outreach Director:  Duties include maintaining contact with other national and local veteran organizations, as well as other national GLBT organizations.  This Director will keep the other organizations informed of what we are doing, and will keep our membership informed of what other groups are doing that may affect us.

n      Veterans History Project Coordinator:  Duties include keeping the Organization informed on the progress of this project and to assist anyone in where they need to go to receive the proper training in recording veteran histories.

n      Media Director:  Duties include creating press releases so TAVA’s progress can be followed by others, to create a media package for media outlets, and to be the Organization’s first contact by any of the media outlets.  This Director will work closely with the Organization’s Officers and with the other Directors.

n      Veterans Administration Liaison:  Duties include monitoring the Veterans Administration on any changes of policies, to contact anyone in the VA if needed, to keep track of facilities that mistreat TG/TS veterans, and to assist in any way they can when TG/TS veterans contact the Organization.

n      Active Duty Service Member’s Liaison:  To monitor the Department of Defense for any changes in policies, to contact anyone in the DoD if questions are necessary, to assist any active duty TG/TS person if possible.

n      Membership Director:  Duties include keeping track of members, to ensure membership dues are current (when dues are enacted,) and to actively work on attracting new members to the Organization.

n      Internet Director:  Duties include maintaining and updating the web site, acting as monitor on the main membership Yahoo Groups list, and to keep the list files updated with current information.

n      Special Projects Director:  The duties of this Director will be to watch over any new projects that the Organization will be involved with that do not fall under the duties of the other Directors.  One special project will be the TG/TS Veterans March to the Wall.

5.2 -- The Board of Director positions are filled by members who volunteer for the individual positions.  Once a person or persons have stated their intention to fill a particular position, the membership will vote to approve their appointment.  A simple majority of participating voters is needed to approve a person's appointment to a Board position.

5.3 -- Board of Directors will serve an open-ended term.

5.4 -- A Director may resign from the Board for any reason, to take effect 30 days from the time the resignation is submitted.  The resigning Director will use the 30 days to find and train their replacement.  Extra time for the training can be requested if needed.

5.5 – The Board of Director positions are working positions.  A member can serve on the Board only if they are filling one of the above positions.

5.6 – The duties listed in the descriptions above are meant to be “suggested” duties and can be modified by the individual Directors without changing the by-laws.  The modified duties can be added to the by-laws when the by-laws are changed for other reasons.

5.7 -- The above Board of Director positions can be modified by either eliminating a position or adding a new one when the need arises.  It will take a vote of 50% plus 1 of the remaining Directors and Officer to add or remove a Board position.

5.8 -- Directors may take temporary Leaves of Absence from the Board.  Another Member may volunteer to temporarily fill the empty seat until such time as the original Member may continue their term.  A vote to seat the temporary Board Member will not be needed, unless the leave of absence is expected to exceed three months.

5.9 -- Directors may be removed by 50% plus 1 majority vote by the rest of the Board of Directors and Officers for neglecting their duties, or for nonattendance or nonparticipation in Board votes, and or meetings.

5.10 -- A Member can only hold one Board position at a time.  A Board of Director cannot hold an elected Office at the same time.  Board of Directors can extensively assist other Board members and Officers in the performance of their duties, as long as do not neglect their own duties.

Article 6 -- General Duties of the Board of Directors and Officers

6.1 -- The Organization shall be a national organization, and as such, Board of Directors may be widely distributed geographically.  Frequent physical meetings of the Board of Directors may be impractical. The Board shall be considered to be in continuous session by use of telephone, facsimile, and internet communications.

6.2 -- Regular face-to-face (in person) meetings of the Board of Directors and Officers may not occur in the first year after the first Board of Directors and Officers have been seated.  After the first year, then an annual meeting will take place at least once a year, at such time and place to be determined by the Board and Officers.  Meeting time and place shall be designate no less than 60 days prior to the meeting, and should correspond to a national GLBT conference where many transgender people are expected to gather.

6.3 – At the Annual Meeting of the Board of Directors and Officers, whether it is face-to-face or not, the Board and Officers will provide a report of all of their activities over the past year.  Examples of what should be in the report are as followed:

n      Finances: specifying income and all expenses at a reasonable level of detail, if applicable.

n      Projects accomplished in the last year.

n      Projects in progress during the last year.

n      Projects to be started in the next year.

n      Other matters as the Board of Directors and Officers feel necessary.

6.4 -- All contracts shall be subject to ratification or disapproval by the Board of Directors and Officers, and shall be signed by the President or Vice-President acting in the incapacity to serve of the President, and one other Board of Director or Officer.  If assets or finances of the Organization are to be disbursed, sold, or used as collateral or a guarantee, the Treasurer must be the person signing.

6.5 -- All Board of Directors and Officers shall serve without salary for their services, but they may receive reasonable compensation for travel expenses, special work, or services rendered in other capacities at the request of the Board of Directors and Officers.

6.6 -- The Board of Directors and Officers may exercise such powers as it deems necessary to conduct the activities of the Organization.

6.7 -- The Board of Directors and Officers may declare a Director's position vacant or an Officer’s position vacant in the following circumstances:

n      Such Director fails to perform his or her duties as stated in Article 5.1, or an Officer fails to perform his or her duties as stated in Article 7.1, or fails to meet such other qualifications as the Articles shall specify.

n      Such Director or Officer is declared to be incapacitated by his or her attending physician(s), or is declared incompetent by order of a court of competent jurisdiction, and the duration of such incapacity or incompetence is greater than two weeks.

n      Such Director or Officer is convicted of any crime punishable by more than 90 days incarceration.

n      Such Director or Officer has discredited or misrepresented the Organization publicly or privately.

n      Such Director or Officer has used the Organization’s contacts or the Organization’s name for personal gain for themselves or others.

Article 7 -- Officers

7.1 -- The Officers of this Organization shall be:

n      President:  Duties include coordinating the efforts of all of the Officers and Board of Directors, act as a spokesperson for the Organization, preside at all meetings of the Board of Directors and Officers, have general and active management of the affairs of the Organization, and to see that all orders and resolutions of the Board of Directors and Officers are carried into effect.  These duties are subject to the right of the Board of Directors and Officers to delegate any specific powers, except as may be by statute exclusively conferred on the President to any other Officer or Officers of the Organization. 

n      Vice-President:  Duties include acting as an alternate spokesperson for the Organization, act in all cases for and as the President in the latter's absence or incapacity, and to perform such other duties as he or she may be required by the Board of Directors or the President to do from time to time.  The Vice-President shall also fill the responsibilities of any board member who
is forced to leave their Board position on short notice, of who is removed, until
such time as the Board may approve a replacement.

n      Secretary:  Duties include attending all sessions of the Board of Directors and Officers and act as clerk thereof, record all the votes of the Organization and the minutes of all its transactions in a book to be kept for that purpose, perform like duties for the Board of Directors when required.  He or she shall give, or cause to be given, notice of all meetings of the Board of Directors and Officers, and perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be.

n      Treasurer:  Duties include having custody of the Organization's funds and securities, and keep full and accurate accounts or receipts and disbursements in books belonging to the corporation.  He or she shall keep the moneys of the corporation in a separate account to the credit of the moneys of the Organization.  He or she shall disburse the funds of the Organization as may be ordered by the Board of Directors and Officers, take proper vouchers for such disbursements, render a financial report to the Officers and Board of Directors at the regular meetings, or whenever they may require it, account for all his or her transactions as Treasurer, and keep track of the financial condition of the Organization.  The Treasurer will also provide quarterly reports to the full membership, or a report if requested by a member.

7.2 -- The Officers of this Organization shall be elected by the General Membership, but can only be removed from office by the Board of Directors and remaining Officers.  They shall hold their offices for a term of two years.  Officers shall have such authority and shall perform such duties as are provided by Article 7.1, or prescribed by the Board of Directors and Officers.  The Organization may secure the fidelity of any or all Officers by bond or otherwise.

7.3 -- If Office position becomes vacant for any reason, a special election by the General Membership shall be held to fill that vacancy.  The successor to the Office position shall hold office for the unexpired term in respect of which such vacancy occurred.  Any Officer may be removed by the Board of Directors and remaining Officers whenever in its judgment the best interests of the Organization will be served.  Such removal shall be without prejudice to the contract rights of any person removed.  The chain of authority among Officers of this Organization shall be President, Vice-President, Secretary, and Treasurer.

7.4 -- The Board may elect or hire a Member, or Members to handle office and business affairs of the Organization, to act as office spokespersons for the Organization, and/or to conduct business activities for the Organization. They serve at the pleasure of the Board of Directors and Officers, who will determine the exact duties and responsibilities of the position, and who may terminate the person at any time. The person does not lose their membership in the Organization upon such termination.

Article 8 -- Committees and List Servers

8.1 -- Each Board of Director or Officer can enlist the help of other Organization Members to assist them in the performance of their duties.  These will constitute the formation of an “unofficial committee.”  These “committees” do not have any official capacity in the Organization, and the Board of Directors has total control of their “unofficial committee.”

8.2 -- Unofficial committees may not include persons who are not also members of the Organization.

8.3 -- Unofficial committees are not authorized to make decisions or to perform acts or to enter agreements in the name of the Organization.

8.4 -- Each Board of Director can create a list serve (i.e. Yahoo Groups) for the express purposes of helping in the performance of their duties.  The list serve will not belong to the Organization, nor will the Organization or any Member in the Organization be allowed to exert any pressure or influence on the list serve, unless they have been added to the list by the Board of Director who created it.

Article 9 -- Books & Records

9.1 -- The Organization shall keep an original or duplicate record of the proceedings of the Board of Directors and Officers, the original or a copy of its Articles of Organization, including all amendments thereto to date, certified as true and correct by the Secretary.  The Organization shall also keep an original or a duplicate Board Register, giving the names of the Board of Directors and Officers, showing their respective postal addresses, contact telephone numbers, pagers (if any) and Email addresses.  The Organization shall also keep appropriate, complete and accurate books or records of account which shall be reviewed on an annual basis.  The records provided for herein shall be kept at either the registered office of the Organization or at its principal place of business wherever situated.

9.2 -- All books and records of the Organization shall be available for review by any Board of Director or Officer upon reasonable advance request.

9.3 - All records of the Organization designated in Article 9.1 shall be available for downloading by any Member from the Organization internet site, except for the postal addresses and phone numbers of the Board of Directors and Officers.  Pager numbers of a Board of Director or Officer can be withheld from the internet site upon their request.  Each Board of Director shall receive an Organizational E-mail address from the Internet Director within 30 days of taking their seat on the Board or as an Officer.  The address will appear in the form: jdoe@tavausa.org

Article 10 -- Amendments

10.1 -- Amendments to these Articles shall be made using the following procedure:

n      A Board of Director or Officer shall declare their desire for a change in the Articles, and circulate those proposed Amendment to the entire Membership of the organization 30 days prior to a Board of Directors and Officers vote.

n      A Board of Director or Officer must move for a vote on the Amendment, and the Board of Directors and Officers will consider the change. To approve the change, a 50% plus 1 majority of the Board of Directors and Officers is required.

n      After approval of the Amendment, the Amendment will be voted on by the entire Membership, using the procedure outlined in Article 13. The Amendment will take effect immediately upon approval by the entire Organization.

Article 11 -- Dissolution

11.1 -- Upon dissolution of the Organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code and implementing regulations, or subsequent provisions of the IRS Code and implementing regulations codifying the tax-exemption principles underlying present section 501(c)(3), or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the corporation is then located, exclusively for such purposes, or to such organization(s), as said Court shall determine, which are organized and operated exclusively for such purposes.

Article 12 -- Modified Consensus Procedure

12.1 -- For each issue, an exploratory round (or two) of issue discovery is conducted, where each Member (in their turn) has an opportunity to speak to the issue.

12.1 -- As the issue is discussed and a consensus view begins to emerge, an action proposal is made.

12.2 -- A round of proposal consideration then begins.

12.2.1 -- After each Member has spoken or had the opportunity to speak, if the action proposal meets no objection, it is considered approved.

12.2.2 -- If a Member has an objection to the action proposal, that Member (in their turn) may block.

12.2.3 -- The meeting chair or co-chairs will attempt to identify a modified proposal that will be acceptable.

12.2.4 -- The modified proposal is considered in similar round-robin fashion. During round-robin discussions, each Member can speak on the issue only when it is their turn to speak. To ensure each Member has an equal chance to speak on an issue, the meeting chair or co-chairs will discourage speaking out of turn.

12.2.5 -- If objection is made to the modified action proposal, the proposal can only be blocked by two or more Members.

12.2.6 -- If two or more Members block a modified action proposal, the Members will vote on the action proposal.  To be passed, the action proposal must be approved by at least 2/3 of the Members.

12.3 -- This modified consensus procedure shall apply to all meetings of the Organization Board of Directors and Officers, unless otherwise specified in any other Articles.

Article 13 -- Approval of Articles

13.1 -- These articles shall become binding and effective when they are duly accepted and signed by a majority of 50% plus 1 of all those who have registered as members, as indicated by signing on to the TAVA Yahoo Groups list serve by the date of Organization.

13.2 -- Members are not required to accept and sign these Articles in order to hold a Board of Directors position or an Officer position.  Signing these Articles signifies agreement that the Organization should exist in the legal sense and should abide by the Articles as written.

13.3 -- To be considered to be an acceptor and signer of these Articles, a Member may either physically sign the actual Articles with their legal name as indicated on their drivers' license or home state ID card; or may send by mail, facsimile, or E-mail to the Acting Secretary a letter stating: "I, (legal name), of (address, city, state, zip code), do hereby state that I agree to the Articles of Organization of the Transgender American Veterans Association (TAVA.)"  The electronic document must be “signed” with the Member's legal name, and followed by the person's Social Security number and/or accompanied by a photocopy of the Member's driver's license or state-issued picture ID as issued by the Member's home state of residence.  This may be transmitted to the Acting Secretary by electronic means or by mail.

13.4 -- All those who sign the Articles are considered automatically to be Charter Members of the Organization.

 

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