Other Important Documents:
Privacy Policy: https://elitesdvob.org/privacy-policy/
Terms: https://elitesdvob.org/terms/
Corporate Documents: https://elitesdvob.org/corporate-documents/
THE ELITE SERVICE DISABLED VETERAN OWNED BUSINESS NETWORK BYLAWS
INDEX
ARTICLE I – NAME AND PRINCIPAL OFFICE
ARTICLE II – MISSION and ARTICLES OF INCORPORATION
ARTICLE III – BYLAWS, SDVOB MEMBERS POWERS, and Rules & Regulations
ARTICLE IV – SDVOB MEMBERSHIPS, ASSOCIATE MEMBERS, and CONTRIBUTORS
ARTICLE V – MEETINGS, VOTING, ELECTIONS, and ANNUAL REPORTS
ARTICLE VI – BOARD OF DIRECTORS – ELECTIONS and REMOVAL
ARTICLE VII – LEADERSHIP and OFFICERS
ARTICLE VIII – COMMITTEE OR CHAPTER LEADERSHIP and CHAPTERS
ARTICLE IX – ANNUAL BUDGET AND REPORTS
ARTICLE X – STANDARDS of CONDUCT, CONFLICTS, AND INDEMNIFICATION
ARTICLE XI – AMENDMENTS and Rules & Regulations
ARTICLE I NAME AND PRINCIPAL OFFICE
1) The name of this corporation is THE ELITE SERVICE DISABLED VETERAN OWNED BUSINESS
NETWORK, as of the Amendment of the Articles of Incorporation, dated October 21, 2006, and filed
November 1, 2006.
2) The corporation’s name may be abbreviated as “TESDVOBN”.
3) The corporation may adopt a seal or logo or other graphics for the limited and exclusive uses and
purposes of the corporation. The Board of Directors may establish Rules & Regulations for the use,
display, licensing, of the corporation’s name, seal, logo, graphics, and related trademarks and
images. These protections and regulations shall apply to any websites, electronic or print media, or
postings of any kind or nature, without limitation.
4) The Board of Directors, as a portion of Rules & Regulations, may adopt a PRIVACY POLICY and
CONDITIONS OF USE policy and conditions governing the use of its websites and other media.
5) The principal office for the transaction of business is fixed and located in the County of San Diego.
All agreements and business conducted by The Elite Service Disabled Veteran Owned Business
Network (“TESDVOBN”) shall be treated as though it were executed and performed in the City of San
Diego, San Diego County, California and shall be governed by and construed in accordance with the
laws of the State of California (without regard to conflict of law principles).
6) The Board of Directors may at any time or from time to time change the location of the principal
location to another in said county. Any action by the Board of Directors shall not materially affect or
diminish the rights and powers of TESDVOBN MEMBERS.
7) In the case of a subordinate committee, chapter, or corporation instituted or created under the
authority of a head organization, shall include a provision setting forth either or both of the
following:
a) The rights granted to use corporate name, symbols, websites and related things shall be
terminated.
b) That the subordinate corporation shall dissolve whenever its charter is surrendered to, taken
away by, or revoked by the head organization granting it.
c) That in the event of its dissolution pursuant to an Articles of Incorporation provision or in the
event of its dissolution for any reason, any assets of the corporation after compliance with the
applicable provisions of these Bylaws or California law shall be distributed to the head
organization.
8) Where a corporation holds assets in charitable trust, the conduct of its directors or of any person
performing functions similar to those performed by a director, shall, in respect to the assets held in
charitable trust, be governed by the standards of conduct set forth in the California Corporation
Code, commencing with Section 5230 for directors of nonprofit public benefit corporations. This
does not limit any additional requirements which may be specifically set forth in this part regarding
corporations holding assets in charitable trust. A corporation holding assets in charitable trust is
subject at all times to examination by the Attorney General, on behalf of the state, to ascertain to
what extent, if at all, it has failed or is failing to comply with trusts it has assumed. In case of any
such failure, the Attorney General, in the name of the state, may institute against any person or
persons the proceedings necessary to correct the failure.
ARTICLE II MISSION and ARTICLES OF INCORPORATION
1) The corporation’s Articles of Incorporation of Incorporation, executed on March 31, 2003, and filed
on April 1, 2003, provides: This corporation is a nonprofit mutual benefit corporation organized
under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage
in any lawful act or activity, other than credit union business, for which a corporation may be
organized under such law. The purposes, without limitation, for which this corporation is organized
are as follows:
a. Promoting the social welfare of the community
b. Assisting needy and disabled veterans, widows, or orphans of deceased veterans
c. Providing entertainment, care, and assistance to hospitalized veterans or TESDVOBN
d. Members of the Armed Forces of the United States
e. Perpetuating the memory of Veterans and comforting their survivors
f. Conducting programs for religious, charitable, scientific, literary, or educational purposes
g. Sponsoring or participating in patriotic activities
h. Providing insurance benefits to TESDVOBN MEMBERS or member’s dependents
i. Providing social and recreational activities for TESDVOBN MEMBERS.
2) Further, the specific purposes of this organization, without limitation, for which this organization is
are as follows:
a. To provide a disabled veteran’s forum to discuss and take action to advance the common
interests of disabled veterans.
b. To provide education and information concerning disabled veterans’ businesses and
enterprises and governmental programs and legislation for disabled veterans
c. To provide services for the benefit of disabled veterans and disabled veteran businesses
and enterprises
d. To advance the economic interests of disabled veterans
e. To bring about the increased quality of life and economic well-being of disabled veterans
3) The corporation may provide a monthly forum where TESDVOBN MEMBERS meet to discuss issues
and items concerning Service Disabled Veteran Owned Businesses (“SDVOB”) located in the U.S.
Territories. Such matters may consist of but not be limited to:
a. Providing updates on pending local, state, and federal legislation concerning the SDVOB
community.
b. Providing assistance to new SDVOB in obtaining state certification.
c. Providing a source for upcoming contracts and companies supporting the TESDVOBN
program.
d. Establishing short and long term goals to support the advancement and well-being of the
SDVOB community.
e. Establishing an outreach program to find non-certified SDVOB.
f. Obtaining grants to continue to market the SDVOB community.
4) This corporation is organized and operated exclusively for purposes within the meaning of Section
50I(c)(I9), Internal Revenue Code. Despite any other provision of these Articles of Incorporations,
this corporation shall not, except to an insubstantial degree, engage in any activity or exercise any
powers that do not further the purposes of this corporation.
5) The property of this corporation is irrevocably dedicated to charitable purposes and no part of the
net income or assets of this corporation shall ever inure to the benefit of any director, officer, or
member thereof or the to the benefit of any private person.
6) Upon dissolution or winding up of the charitable organization, its assets remaining after payment,
or providing provision for payment, of all debts and liabilities of this corporation shall be
distributed to a nonprofit fund, foundation, or corporation which is organized and operated for
charitable purposes and which has established its tax-exempt status under lRC Section 50l(c)(3).
ARTICLE III BYLAWS, SDVOB MEMBERS POWERS, and Rules & Regulations
1) This corporation has voting and nonvoting associate SDVOB MEMBERS. The voting SDVOB
MEMBERS are qualified and certified service disabled veterans who own a certified business.
Nonvoting associate members are supporters and contributors who meet the qualifications established
by these Bylaws and Rules & Regulations.
2) Voting SDVOB MEMBERS are certified service disabled veterans who own a certified business elect
the Board of Directors. Here after voting SDVOB MEMBERS may be referred to as: “SDVOB
MEMBERS”.
3) SDVOB MEMBERS reserve the right to determine the consideration and under what conditions for
which SDVOB memberships may be issued.
4) Bylaws may be adopted, amended or repealed by the SDVOB MEMBERS or within strict limitations,
by the Board of Directors unless their action would:
a. Materially and adversely affect the rights of SDVOB MEMBERS, without limitation, as to
voting, dissolution, redemption, or transfer.
b. Increase or decrease the number of SDVOB MEMBERS authorized in total or for any class.
c. Effect an exchange, reclassification or cancellation of all or part of the SDVOB MEMBERS.
d. Authorize a new class of members whether voting or non-voting.
5) The Articles of Incorporations or Bylaws restrict or eliminate the power of the board to adopt,
amend or repeal any or all Bylaws, subject to mutual benefit rights of the voting SDVOB MEMBERS.
6) The Bylaws shall set forth the number of directors of the corporation, or the method of determining
the number of directors of the corporation or that the number of directors shall be not less than a
stated minimum nor more than a stated maximum with the exact number of directors to be fixed,
within the limits specified, by approval of the SDVOB MEMBERS
7) Once SDVOB MEMBERS have been admitted, a bylaw specifying or changing a fixed number of
directors or the maximum or minimum number or changing from a fixed to a variable Board of
Directors or vice versa may only be adopted by approval of the SDVOB MEMBERS.
8) The Bylaws may contain any provision, not in conflict with law or the Articles of Incorporations or
the rights of the SDVOB MEMBERS, for the management of the activities and for the conduct of
the affairs of the corporation, including but not limited to:
a. Any provision referred to in the Articles of Incorporation, as amended.
b. The time, place, and manner of calling, conducting, and giving notice of SDVOB MEMBERS’,
Board of Directors’, and Committee or Chapter or Chapter meetings, or of conducting mail
or virtual web-based ballots.
c. The qualifications, duties, and compensation of Directors; the time of their election; and
the requirements of a quorum for directors’ and Committee or Chapter or Chapter
meetings.
d. The appointment of Committee or Chapter or Chapters, composed of directors or
nondirectors, or both, by the Board of Directors or any officer and the authority of any
such Committee or Chapter or Chapters.
e. The appointment, duties, compensation, and tenure of officers.
f. The mode or methods of determination of SDVOB MEMBERS of record.
g. The making of reports and financial statements to SDVOB MEMBERS.
h. Setting, imposing, and collecting dues, assessments, and admission and transfer fees.
i. Provisions concerning SDVOB MEMBERS must be voted on by the SDVOB MEMBERS.
j. The Bylaws may provide for the manner of admission, withdrawal, suspension, and
expulsion of SDVOB MEMBERS, consistent with the requirements of Section 7341 of the
California corporations Code.
k. The Bylaws may require, for any or all corporate actions to remove a Director that:
i. In a corporation with fewer than fifty (50) SDVOB MEMBERS, the removal is
approved by a majority of all SDVOB MEMBERS.
ii. In a corporation with fifty (50) or more SDVOB MEMBERS, the removal is approved
by the SDVOB MEMBERS.
9) These Bylaws adopt the provision, not in conflict with the Articles of Incorporation, to manage and
conduct the business affairs of the corporation effective only in an emergency as defined in
Section 7140 of the California Corporations Code, including, but not limited to, procedures for
calling a Board of Directors meeting, quorum requirements for a Board of Directors meeting, and
designation of additional or substitute directors.
10) During an emergency, the SDVOB MEMBERS may take any action that it determines to be
necessary or appropriate to respond to the emergency, mitigate the effects of the emergency, or
comply with lawful federal and state government orders, but shall not take any action that
requires the vote of the SDVOB MEMBERS, unless the required vote of the SDVOB MEMBERS was
obtained prior to the emergency. Electronic SDVOB member voting shall, hereafter be attempted if
possible, during the emergency.
11) All provisions of the regular Bylaws consistent with the emergency Bylaws shall remain effective
during the emergency, and the emergency Bylaws shall not be effective after the emergency ends.
12) Corporate action taken in good faith in accordance with the emergency Bylaws binds the
corporation and shall not be used to impose liability on a corporate director, officer, employee, or
agent.
13) Bylaws shall be adopted, amended or repealed by the SDVOB MEMBERS.
14) The Board of Directors may adopt limited amendments to the Bylaws unless the action would:
a. Materially and adversely affect the rights of SDVOB MEMBERS as to voting, dissolution,
redemption, or transfer
b. Increase or decrease the number of SDVOB MEMBERS authorized in total or for any class
c. Effect an exchange, reclassification or cancellation of all or part of the SDVOB
Memberships
d. Authorize a new class of SDVOB Membership.
15) The Bylaws shall set forth the number of directors of the corporation, or the method of
determining the number of directors of the corporation, or that the number of directors shall be
not less than a stated minimum nor more than a stated maximum with the exact number of
directors to be fixed, within the limits specified, by the vote approval of the SDVOB MEMBERS.
16) The Bylaws may contain any provision, not in conflict with law or the Articles of Incorporation, for
the management of the activities and for the conduct of the affairs of the corporation, including
but not limited to:
a. The time, place, and manner of calling, conducting, and giving notice of SDVOB MEMBERS’,
directors’, and Committee or Chapter or Chapters meetings, or of conducting mail ballots.
b. The qualifications, duties, and compensation of directors; the time of their election; and
the requirements of a quorum for directors’ and Committee or Chapter or Chapters
meetings.
c. The appointment of Committee or Chapter or Chapters, composed of directors or
nondirectors, or both, by the Board of Directors or any officer and the authority of any
such Committee or Chapter or Chapters.
d. The appointment, duties, compensation, and tenure of officers.
e. The mode of determination of SDVOB MEMBERS of record.
f. The making of reports and financial statements to SDVOB MEMBERS.
g. Setting, imposing, and collecting dues, assessments, and admission and transfer fees.
17) The Bylaws may provide for the manner of admission, withdrawal, suspension, and expulsion of
SDVOB MEMBERS, consistent with the requirements of Section 7341 of the California Corporations
Code.
18) SDVOB MEMBERS, Associate SDVOB MEMBERS and contributors must pay dues or contributions
and must conform to the Articles of Incorporations, Bylaws, and Rules & Regulations of the
corporation.
19) A SDVOB MEMBER may be suspended by the Board of Directors, but the SDVOB MEMBERS must
vote to confirm or deny such actions. The SDVOB vote must occur within thirty (30) days of any
Board of Directors action. During an emergency, the Board of Directors may take any action that it
determines to be necessary or appropriate to respond to the emergency, mitigate the effects of
the emergency, or comply with lawful federal and state government orders, but shall not take any
action that requires the vote of the SDVOB MEMBERS, unless the required vote of the SDVOB
MEMBERS was obtained prior to the emergency.
20) All provisions of the regular Bylaws consistent with the emergency Bylaws shall remain effective
during the emergency. At the next regular election following the emergency the Bylaws shall be
considered by the SDVOB MEMBERS.
21) Corporate action taken in good faith in accordance with the emergency Bylaws binds the
corporation and shall not be used to impose liability on a corporate director, officer, employee, or
agent.
22) The corporation shall keep at its principal office in this state the original or a copy of its Articles of
Incorporations and Bylaws as amended to date, which shall be open to inspection by the SDVOB
MEMBERS at all reasonable times during office hours. If the corporation has no office in this state,
it shall upon the written request of any member furnish to such member a copy of the Articles of
Incorporations or Bylaws as amended to date. The Corporation may meet this requirement by
posting its Bylaws and Rules & Regulations on the internet website.
23) The corporation’s Rules & Regulations, including the Privacy Policy and its Terms of Use for its
website may require that every user, SDVOB member, associate member, or contributor be bound
by the corporate Articles of Incorporation, Bylaws, and Rules & Regulations.
24) These Bylaws provide for day to day governance of the corporation by a Board of Directors.
Whenever the phrase “Board of Directors or SDVOB Members” or similar language is used; it
means that until a fully functional Board of Directors is elected or in absence of the Board of
Directors the SDVOB MEMBERS may act as a Board or in order to protect its rights.
ARTICLE IV SDVOB MEMBERSHIPS, ASSOCIATE MEMBERS, and CONTRIBUTORS
1) A Service Disabled Veteran-Owned Business (“SDVOB”) is a business which has been certified by
an accredited state, local, or federal agency. An example of this would be The California State
Office of Small and Minority Business and is one of the following:
a) Sole proprietor
b) Limited Liability Company
c) Publicly owned business (stock corp.)
d) Subsidiary (voting stock of parent corp.)
e) Joint venture (earnings)
f) Partnership
2) And meets these requirements:
a) Where at least 51% is owned by one or more disabled veterans.
b) Whose management and control are by one or more disabled veterans.
c) Whose home office is located in the United States and its territories.
d) It is not a branch of a foreign-based firm.
e) The business must be certified as veteran owned by a unit of the federal, state, or other
local government or agency.
3) The SDVOB MEMBERS may consider Rules & Regulations or Bylaw amendments to allow SDVOB
MEMBERS who are foreign based and owned by a service disabled veteran.
4) The voting SDVOB MEMBERS of the corporation shall only be SDVOB MEMBERS. SDVOB
MEMBERS must qualify by certifying that they meet the SDVOB requirements stated above, pay
and keep current their dues, and agree to abide by the Articles of Incorporation, Bylaws, and
Rules & Regulations of this corporation. The privileges and benefits of SDVOB MEMBERS are
conditioned in full compliance with the above.
5) The SDVOB MEMBERS have established the annual SDVOB membership dues at: sixty dollars and
no cents ($60.00).
6) The SDVOB MEMBERS may vote to change the dollar amount of annual dues or the conditions of
SDVOB membership.
7) The SDVOB MEMBERS hereby establishes a non-voting Associate Member class. This class is
reserved for SDVOB supporters who desire to identify with The Elite Service Disabled Veteran
Owned Business Network. Either the SDVOB MEMBERS or the corporation’s Board of Directors
shall establish the dues, conditions and privileges for this non-voting class of Associate
MEMBERS. These conditions may also establish a different public name for this class of
MEMBERS but in no case shall the privilege of voting be provided to these Associate MEMBERS.
8) The SDVOB MEMBERS hereby establish a non-voting Contributor class. This class is reserved for
SDVOB supporters who desire to support the projects, programs, mission or goals of the Elite
Service Disabled Veteran Owned Business Network corporation. A Contributor member may
also be an Associate Member. Either the SDVOB MEMBERS or the corporation’s Board of
Directors shall establish the dues, conditions and privileges for this non-voting class of
MEMBERS. These conditions may also establish a different public name for this class of
MEMBERS but in no case shall the privilege of voting be provided to these Contributor
MEMBERS.
9) MEMBER dues and payments, for any class of membership shall be due annually, for a twelvemonth period.
The Secretary shall be responsible for keeping records of memberships and dues
status. Each October an initial dues statement shall be sent to all SDVOB MEMBERS and
potential SDVOB MEMBERS requesting that dues be paid. SDVOB MEMBERS may pay dues on
any twelve-month cycle and may be prorated. The dues for any SDVOB member who desires to
be considered eligible and qualified to vote, run for election, or hold a position as major officer
must be current. The SDVOB MEMBERS or Board of Directors may adopt incentive or discount
programs to encourage the paying of dues, by any class. Use of the TESDVOBN logo and other
identifiers shall be conditioned by the SDVOB MEMBERS or Board of Directors’ Rules &
Regulations.
10) Directors of this corporation must be qualified SDVOB MEMBERS. Directors are elected by the
SDVOB MEMBERS.
11) The Chief Executive Officer, Secretary, and Chief Financial Officer, of the corporation as provided
to the California Secretary of State, shall be voting SDVOB MEMBERS. The Agent for Service of
Process of the corporation, as provided to the California Secretary of State, need not be a
SDVOB Member.
12) Other Officers of this corporation may or may not be SDVOB MEMBERS. This provision is made
in anticipation of the SDVOB MEMBERS or Board of Directors employing individuals or
businesses to assist with the administrative support of the corporation. The SDVOB MEMBERS
or the Board of Directors may designate such titles for these subordinate officers which
facilitates the administration of the corporation and avoids confusion with SDVOB MEMBERS,
other membership classes, or Directors.
ARTICLE V MEETINGS, VOTING, ELECTIONS, and ANNUAL REPORTS
1) The SDVOB MEMBERS shall meet, at least annually, but quarterly meetings are anticipated.
SDVOB Member meetings may be in person or by electronic means. The SDVOB MEMBERS may
adopt a more frequent meeting schedule, by majority vote of the SDVOB MEMBERS.
2) All SDVOB Meetings shall be noticed to all SDVOB MEMBERS. All TESDVOBN Board of Directors
meetings shall be noticed to all SDVOB MEMBERS. SDVOB MEMBERS’ meetings and TESDVOBN
Board of Directors meetings may have a closed session if noticed and scheduled by a majority vote
of either body. Closed Sessions shall be only for very limited purposes of a confidential nature.
3) The SDVOB MEMBERS meetings and TESDVOBN Board of Directors shall each adopt, by a majority
vote, a Regular Order of Business. These Bylaws provide that a quorum of the SDVOB MEMBERS
shall be one-fifth the number of SDVOB MEMBERS. Until modified or amended the Regular Order
of Business shall be:
a) SDVOB MEMBERS’ Meeting:
i) Call to Order by Chief Executive Officer / Chairperson
ii) Consideration of the Agenda. Request for Confidential Closed Session – requires a
majority vote.
iii) Reading of the MINUTES of Prior Meeting by Secretary. Consideration of these
Minutes
iv) Secretary’s Report on memberships by classes. Actions based on this Report.
v) Financial Reports by Chief Financial Officer Actions based on report.
vi) Reports of Committee or Chapters, including Chapters
(1) Standing Committee or Chapter on National and Regional meetings
(2) Ad Hoc Committee or Chapter reports and actions.
(3) Chapter reports and actions.
(4) Request for admissions by Chapters
vii) Consideration of Directors, memberships, and elections
viii) Consideration of New Business
ix) Closed Session, if necessary
x) Adjournment to the next regular or special meeting
b) TESDVOBN Board of Directors Meeting:
i) Call to Order by Chief Executive Officer / Chairman
ii) Consideration of the Agenda. Request for Confidential Closed Session – requires a
majority vote.
iii) Reading of the MINUTES of Prior Meeting by Secretary. Consideration of these
Minutes
iv) Secretary’s Report on SDVOB membership, by classes. Actions on Report
v) Financial Reports by Chief Financial Officer Actions based on the report.
vi) Reports of Committee or Chapters, including Chapters
(1) Standing Committee or Chapter on National and Regional meetings
(2) Ad Hoc Committee or Chapter reports and actions.
(3) Chapter reports and actions.
(4) Request for admissions by Chapters
vii) Consideration of actions to place on SDVOB MEMBERS’ agenda
viii) Consideration of New Business
ix) Closed Session, if necessary
x) Adjournment to the next regular or special meeting
4) The SDVOB MEMBERS and TESDVOBN Board of Directors may meet at least once quarterly. The
SDVOB MEMBERS and TESDVOBN Board of Directors may adopt schedules to meet more
frequently. Regular meetings may be held without notice if the time and place of the meetings are
fixed by the Bylaws or thereafter by either body.
5) TESDVOBN Board of Directors’ regular quarterly meetings shall be scheduled for 3:00 P.M., on the
first Tuesday of the month.
6) The SDVOB Member’s regular quarterly meeting shall be scheduled for 3:00 P.M., on the third
Tuesday of the month. The SDVOB Member’s Annual meeting may be scheduled for a different
time, date, and place when held as part of a national conference or training session.
7) The SDVOB MEMBERS’ and TESDVOBN Board of Directors meetings shall be both in person and
virtual. Participation may be by video or audio conferencing to provide the greatest opportunity
for economic attendance.
8) Actions at the SDVOB MEMBERS and TESDVOBN Board of Directors meetings shall be by majority
vote. The quorum for SDVOB MEMBERS varies depending on the total number of SDVOB
MEMBERS. Either body may act by a written vote without a meeting.
9) Written vote, without a meeting or votes at a meeting must be recorded in the Minutes of that
meeting or actions. Such minutes must record the names of those voting and their vote.
10) A video or audio recording of The SDVOB Members and TESDVOBN Board of Directors meetings
may be permitted by vote of each body. Such recordings shall not be a substitute for the Minutes
of the actions of each body and each body’s member’s votes.
11) Special meetings and meetings of the SDVOB MEMBERS and TESDVOBN Board of Directors may be
called by either the chief executive officer and secretary of either body or by a letter signed by the
membership of either body. If the membership of the SDVOB MEMBERS exceeds one hundred
(100) SDVOB MEMBERS, then any twenty (20) SDVOB MEMBERS may petition for the scheduling
of a special meeting. A special meeting shall be scheduled within ten (10) days of such actions by
the chief executive officer and secretary or the petition letter for a special meeting.
12) The Special meeting shall have a specific and limited agenda detailing the subjects to be
considered at the meeting. Special meetings shall be held upon four days’ notice by first-class mail
or forty-eight (48) hours’ notice delivered personally or by telephone, including a voice messaging
system or by electronic transmission by the corporation. The Articles of Incorporations or Bylaws
may not dispense with notice of a special meeting. Notice of a meeting need not be given to a
director who provided a waiver of notice or consent to holding the meeting or an approval of the
minutes thereof in writing, whether before or after the meeting, or who attends the meeting
without protesting, prior thereto or at its commencement, the lack of notice to that director.
These waivers, consents and approvals shall be filed with the corporate records or made a part of
the minutes of the meetings.
13) A majority of the directors or SDVOB MEMBERS present, whether or not a quorum is present, may
adjourn any meeting to another time and place. If the meeting is adjourned for more than 24
hours, notice of an adjournment to another time or place shall be given prior to the time of the
adjourned meeting to the others who were not present at the time of the adjournment.
14) Meetings may be held at a place within or without the state that has been designated in the notice
of the meeting or, if not stated in the notice or if there is no notice, designated in the Bylaws or by
resolution.
15) SDVOB MEMBERS or Directors may participate in a meeting through the use of conference
telephone, electronic video screen communication, or electronic transmission by and to the
corporation. Participation in a meeting through the use of conference telephone or electronic
video screen communication pursuant to this subdivision constitutes presence in person at that
meeting as long as all participating in the meeting are able to hear one another. Participation in a
meeting through the use of electronic transmission by and to the corporation, other than
conference telephone and electronic video screen communication, pursuant to this subdivision
constitutes presence in person at that meeting if both of the following apply:
a) Each director participating in the meeting can communicate with all of the other directors
concurrently.
b) Each member or director is provided the means of participating in all matters before the
board, including, without limitation, the capacity to propose, or to interpose an objection
to, a specific action to be taken by the corporation.
16) A majority of the number of directors authorized in or pursuant to the Articles of Incorporations or
Bylaws constitute a quorum of the Board of Directors for the transaction of business. These Bylaws
provide that a quorum of the SDVOB MEMBERS shall be one-fifth the number of SDVOB
MEMBERS.
17) Any act or decision made or made by a majority of the directors present at a meeting duly held at
which a quorum is present is the act of the Board of Directors. The Articles of Incorporations or
Bylaws may not provide that a lesser vote than a majority of the directors present at a meeting is
the act of the Board of Directors. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors, if any action taken is approved by
at least a majority of the required quorum for that meeting, or a greater number.
18) An action required or permitted to be taken by the Board of Directors may be taken without a
meeting if all directors individually or collectively consent in writing to that action and if the
number of directors then in office constitutes a quorum. The written consent or consents shall be
filed with the minutes of the proceedings of the Board of Directors. The action by written consent
shall have the same force and effect as a unanimous vote of the directors. For purposes of this
section only, “all directors” does not include an “interested director” by a vote that is sufficient
without counting the votes of the interested directors.
19) Each director shall have one vote on each matter presented to the Board of Directors of directors
for action. SDVOB MEMBERS or TESDVOBN Directors shall not vote by proxy. There shall be no
proxy voting.
20) Annually, the TESDVOBN Board of Directors shall cause to be prepared and presented to the
SDVOB MEMBERS an Annual Report of all programmatic, project, and financial activities of the
corporation. Each officer, Committee or Chapter shall provide sub report sections. The Board of
Directors shall establish the content and reporting dates for preparation of the Annual Report and
its presentation to the SDVOB MEMBERS prior to the SDVOB MEMBERS annual meeting and the
voting by the SDVOB MEMBERS on annual meeting matters, amendments, or the election of
directors.
ARTICLE VI BOARD OF DIRECTORS ELECTIONS and REMOVAL
1) Directors shall be elected by the SDVOB MEMBERS. The activities and affairs of a corporation shall
be conducted and all corporate powers shall be exercised by or under the direction of those Board
of Directors, unless the SDVOB MEMBERS reserve a matter to SDVOB MEMBERS themselves. The
Board of Directors may delegate the management of the activities of the corporation to any
person or persons, management company, or Committee or Chapter however composed,
provided that the activities and affairs of the corporation shall be managed and all corporate
powers shall be exercised under the ultimate direction of the Board of Directors and not in conflict
with the rights of the SDVOB MEMBERS. Subject to the provisions of this part and any limitations
in the Articles of Incorporations or Bylaws relating to action required to be approved by the
SDVOB MEMBERS.
2) The SDVOB MEMBERS may elect a director at any time to fill any vacancy. Any director may resign
effective upon giving written notice to the chairperson of the Board of Directors, the president,
the secretary, or the Board of Directors of the corporation, unless the notice specifies a later time
for the effectiveness of such resignation. If the resignation is effective at a future time, a successor
may be elected to take office when the resignation becomes effective.
3) Elections shall normally occur each November, associated with the SDVOB MEMBERS’ annual
Conference and meeting. Elections will be conducted electronically. Directors elected in
November shall take office immediately.
4) Directors shall normally have a term of two (2) years unless they fill a vacancy or an special
election term. Except as otherwise provided in the Articles of Incorporation or Bylaws, each
director, including a director elected to fill a vacancy, shall hold office until the expiration of the
term for which elected and until a successor has been elected and qualified, unless the director
has been removed from office. Removal of a Director or officer causes a vacancy under the terms
of SDVOB MEMBERS or Board of Directors’ action.
5) Directors shall serve no more than six (6) total years.
6) The Number of Directors shall be nine (9) to eleven (11) Directors. The Board of Directors may
function and continue to act, without calling a special election, with six (6) Directors. The timing
for calling any special election shall occur based on the best interests of the corporation and the
amount of time left until the regular elections.
7) The term of Directors shall be staggered, beginning with the 2025 special election. The six
(6) candidates receiving the highest number of special election votes shall have a year term ending
in November 2026. The next candidates, up to five (5) shall have a term ending in November
2025.
8) Ties in balloting shall be determined by a short straw draw or other random method. If the tie is
during a special election, then the candidate that lost the draw shall be part of the pool of
candidates for next series of vacancies, until eleven (11) directors are elected.
9) Vacancies occur should a Director no longer be qualified as a SDVOB member, resignation, death
or disability, or removal. Disability or removal shall be determined by vote of the SDVOB
MEMBERS. Any or all directors may be removed without cause. Removal may be initiated for
failure to attend meetings, conviction of a felony, failure to act in the best interest of the
corporation, and for any other reasons permitted by law.
10) A Director shall perform the duties of a director, including duties as a member of any Committee
or Chapter of the Board of Directors upon which the director may serve, in good faith, in a manner
such director believes to be in the best interests of the corporation and with such care, including
reasonable inquiry, as an ordinarily prudent person in a like position would use under similar
circumstances.
11) Officers, Committee members, and Chapter officers may be removed without cause. Removal
may be initiated for failure to attend meetings, conviction of a felony, failure to act in the best
interest of the corporation, and for any other reasons permitted by law. Officers, Committee
members, and Chapter officers shall perform their duties in good faith, in a manner such person
believes to be in the best interests of the corporation and with such care, including reasonable
inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
The SDVOB MEMBERS or Directors shall be the sole determiner of their actions.
ARTICLE VII LEADERSHIP and OFFICERS
1) The corporation shall have (1) a chair of the Board of Directors, who may be given the title Chair,
Chairperson, Chair of the Board of Directors, or Chairperson of the Board of Directors, Chief
Executive Officer, or a President or both, (2) a Secretary, (3) a Chief Financial Officer or a
Treasurer or both, and (4) any other officers with any titles and duties as shall be stated in the
Bylaws or determined by the Board of Directors or SDVOB MEMBERS. (5) There may be a Vice
Chair, Vice Chairperson, Vice Chair of the Board of Directors, or Vice Chief Executive Officer, or a
Vice President or both and as may be determined by the SDVOB MEMBERS or the Board of
Directors. The SDVOB MEMBERS or the Board of Directors may create other officer titles using
the terms “assistant” or numbers, such as first, second or third …, or modifiers designating areas
of responsibility. Titles of any officers may be given or modified to serve the best interests of the
corporation. The SDVOB MEMBERS or the Board of Directors shall assign duties to officers and
delineate their powers and responsibilities necessary to enable them to sign instruments. The
president, or if there is no president the chair of the Board of Directors, is the general manager
and chief executive officer of the corporation, unless otherwise provided in the Articles of
Incorporations or Bylaws. Unless otherwise specified in the Articles of Incorporation or the
Bylaws, if there is no chief financial officer, the treasurer is the chief financial officer of the
corporation. Any number of offices may be held by the same person unless the Articles of
Incorporation or Bylaws provide otherwise. Where a corporation holds assets in charitable trust,
any compensation of the president or chief executive officer and the chief financial officer or
treasurer shall be determined in accordance with subdivision (g) of Section 12586 of the
Government Code, if applicable.
2) Except as otherwise provided by the Articles of Incorporation or Bylaws, officers shall be chosen
by the Board of Directors and serve at the pleasure of the Board of Directors, subject to the
rights, if any, of an officer under any contract of employment. Any officer may resign at any time
upon written notice to the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party.
3) The SDVOB MEMBERS may elect a separate Chair, Secretary and Chief Financial Officer for the
conduct of its meetings or the conduct of special purposes, including the consideration of
removal of directors, officers, the conduct of closed sessions, audits, or for any other purposes
determined by a vote of the SDVOB MEMBERS. Absent such actions the Board of Directors’
Chairman, Secretary, and Chief Financial Officer shall serve as the SDVOB MEMBERS’ officers.
4) Subject to the provisions of law, any note, mortgage, evidence of indebtedness, contract,
conveyance or other instrument in writing, and any assignment or endorsement thereof,
executed or entered into between any corporation and any other person, when signed by any
one of the chairperson of the Board of Directors, the president or any vice president and by any
one of the secretary, any assistant secretary, the chief financial officer, or any assistant treasurer
of such corporation, is not invalidated as to the corporation by any lack of authority of the signing
officers in the absence of actual knowledge on the part of the other person that the signing
officers had no authority to execute the same.
5) The original or a copy in writing of the minutes of any incorporators’, SDVOB MEMBERS’, Board of
Directors’, Committee or Chapter or other meeting or of any resolution adopted by the Board of
Directors or a Committee or Chapter thereof, or SDVOB MEMBERS, certified to be a true copy by
a person purporting to be the Secretary or an assistant secretary of the corporation, is prima
facie evidence of the adoption of such Bylaws or resolution or of the due holding of such meeting
and of the matters stated therein.
6) The Board of Directors shall elect all officers of the Corporation for terms of one year or until
other successors are elected and qualified.
7) Subject to the control of the Board of Directors, the Chair or the President, if no President has
been employed or appointed, shall have general supervision, direction and control of the
business affairs of this Corporation. He or she shall preside over all meetings of the SDVOB
MEMBERS and Directors; and shall have other powers and duties as may be prescribed from time
to time by the SDVOB MEMBERS or the Board of Directors. He or she will serve as Chair of the
Board of Directors. The Chair shall remain in the office during any emergency or exigency. He or
she shall, each year, submit to the general membership a report on past year accomplishments
and current year goals and objectives, its Budget, and Financials.
8) In the absence or disability of the Chair, a Vice Chair, elected by the SDVOB MEMBERS or Board of
Directors shall perform all the duties of the Chair, and in so acting shall have all powers of the
Chair. The Vice Chair shall have such other powers and perform such other duties as may be
prescribed from time to time by the Chair, SDVOB MEMBERS, or the Board of Directors.
9) The Secretary shall keep a full and complete record of the corporation, its memberships, the
proceedings of the SDVOB MEMBERS, and the Board of Directors, and of the SDVOB MEMBERS.
The Secretary shall keep the seal of this Corporation and affix the same to such papers and
instruments as may be required in the regular course of business, shall make service of such
notices as may be necessary or proper. The Secretary shall supervise the keeping in the principal
office of this Corporation. The Secretary shall prepare the minutes of the SDVOB MEMBERS and
Board of Directors’ actions. The Secretary shall maintain the Corporation’s records, including but
not limited to, the Corporation’s Articles of Incorporation, Bylaws, Rules & Regulations, and
required filings with the local, State, and Federal offices. He or she shall assist the Chief Financial
Officer in his/her responsibilities for filing all financial reports, which shall include, but not limited
to, all local, state and federal tax returns and permits or licenses.
10) The Chief Financial Officer or treasurer shall be responsible for general supervision of the
financial affairs of this Corporation, shall make regular financial reports to the Board of Directors
and to the SDVOB MEMBERS. He or she shall perform all duties customary to such office, as well
as maintain due records, including name, address telephone number, email address, and dues
status of all SDVOB MEMBERS, in cooperation with the Secretary. He or she shall receive all
moneys belonging to the corporation and deposit the same in the corporation’s name in such
banking institution as shall be designated by the Board of Directors, keep an accurate account of
all moneys received and disbursed, and make reports to the corporation at its meetings showing
the condition of the corporate finances. The Treasurer can authorize Committee or Chapters or
Chapters opening bank accounts in the control of the Committee or Chapter or Chapter,
however, these accounts will be opened with the Corporation’s EIN and be the property of the
Corporation. The Chief Financial Officer or treasurer, or another Board of Directors member
approved by the Board of Directors, will be a signer on all Corporation bank accounts. The
preferred financial institutional arrangement is for each unit to have both a reserve and
operational accounts. Monies should be deposited into the reserve account and transferred from
the reserve account to the operational account consistent with the adopted budget. If possible,
the financial institutions’ reserve and operations accounts should be set up as master accounts
with subsidiary accounts for each specialized activity, Committee or Chapter.
11) The SDVOB MEMBERS or the Board of Directors may employ persons, consultants, or business
entities to assist with the duties of the Chair, any Vice Chair, Secretary, or Chief Financial Officer.
Employees, consultants, or business entities may be given such titles or duties as determined by
the SDVOB MEMBERS or the Board of Directors. Such titles or duties must not interfere with or
conflict with the rights of the SDVOB MEMBERS, the elected officers, or the Board of Directors.
The length and conditions of such employment or engagement shall not exceed the amount in
the reserve account and budgeted for in the operations account. In most cases such employment
shall be limited to two (2) years, the terms, of the majority of the Board of Directors and in no
case more than six (6) years, the maximum of service of any officer or Board of Directors
member. At the end of each term employment or engagements may be renewed.
12) Except as otherwise provided by the Articles of Incorporations or Bylaws, officers shall be chosen
by the Board of Directors and serve at the pleasure of the Board of Directors, subject to the
rights, if any, of an officer under any contract of employment. Any officer may resign at any time
upon written notice to the corporation without prejudice to the rights, if any, of the corporation
under any contract to which the officer is a party. Any resignation shall not limit any corporate
action to recover assets, property, advances, or damages for the corporation.
13) Subject to the provisions of law, any note, mortgage, evidence of indebtedness, contract,
conveyance or other instrument in writing, and any assignment or endorsement thereof,
executed or entered into between any corporation and any other person, when signed by any
one of the chairperson of the Board of Directors, the president or any vice president and by any
one of the secretary, any assistant secretary, the chief financial officer, or any assistant treasurer
of such corporation, is not invalidated as to the corporation by any lack of authority of the signing
officers in the absence of actual knowledge on the part of the other person that the signing
officers had no authority to execute the same.
14) The original or a copy in writing or in any other form capable of being converted into clearly
legible tangible form of the Bylaws or of the minutes of any incorporators’, SDVOB MEMBERS’,
directors’, Committee or Chapter or other meeting or of any resolution adopted by the Board of
Directors or a Committee or Chapter thereof, or SDVOB MEMBERS, certified to be a true copy by
a person purporting to be the secretary or an assistant secretary of the corporation, is prima facie
evidence of the adoption of such Bylaws or resolution or of the due holding of such meeting and
of the matters stated therein.
ARTICLE VIII COMMITTEE OR CHAPTER LEADERSHIP and CHAPTERS
1) The Board of Directors or SDVOB MEMBERS may appoint Committee or Chapters and define
Committee or Chapter memberships, duties, and authority. Such appointments shall be
conditional under these Bylaws or Rules & Regulations.
2) The Board of Directors or SDVOB MEMBERS may have both a standing Committee or Chapters
and an ad-hoc special Committee or Chapters. The Board of Directors or SDVOB MEMBERS may
have a standing Committee or Chapter on the organization of national and regional training and
conferences, membership and contribution development, and such other standing Committee or
Chapters as determined by the Board of Directors or SDVOB MEMBERS. The Board of Directors
or SDVOB MEMBERS may, at the Committee or Chapters’ creation or reauthorization of
Committee or Chapters appoint the Committee or Chapter memberships or determine a method
for determining Committee or Chapter membership; Committee or Chapter officers; meeting
times, dates, places, and methods of participation; and any other Rules & Regulations the Board
of Directors or SDVOB MEMBERS may determine. Normally, Committee or Chapter
reauthorization shall occur annually after the election of the Board of Directors and its officers.
3) The Board of Directors or SDVOB MEMBERS may charter or authorize regional chapters. Such
regional chapters may be authorized after the submission of a chapter proposal petition by at
least five (5) SDVOB MEMBERS, from the region to be served. Chapter regions may be based on
metropolitan statistical areas, congressional districts, the regional areas of the Veterans
Administration, or such other regional areas as determined by the Board of Directors or SDVOB
MEMBERS. Alternatively, an organizing regional chapter may be authorized by the Board of
Directors or SDVOB MEMBERS to attempt to develop a chapter in a particular region or for a
specific corporate purpose. The Board of Directors or SDVOB MEMBERS may, at the chapter’s
creation or reauthorization of the chapter appoint the chapter’s members or determine a
method for determining chapter’s SDVOB membership; chapter officers; meeting times, dates,
places, and methods of participation; and any other Rules & Regulations the Board of Directors or
SDVOB MEMBERS may determine. Normally, Committee or Chapter reauthorization shall first
occur annually after the election of the Board of Directors and its officers; thereafter the charter
for chapters may be for up to six (6) years, the maximum of service of any officer or Board of
Directors member. At the end of each charter term, the charter may be renewed under such
additional terms and conditions as may be determined by the Board of Directors or SDVOB
MEMBERS. In all cases committees and chapters serve at the pleasure of appointing authority
and may be disestablished without cause.
4) Chapters shall not carry out or engage in any activities not permitted by the constraints of their
charter, the corporation’s Articles of Incorporation, Bylaws. Rules & Regulations, local, state, and
federal laws. Violation of these constraints shall terminate the chapter’s charter. This
corporation is organized and operated exclusively for purposes within the meaning of Section 50I
(c) (I9), Internal Revenue Code. Despite any other provision of these Articles of Incorporation,
this corporation shall not, except to an insubstantial degree, engage in any activity or exercise
any powers that do not further the purposes of this corporation. The Board of Directors or
SDVOB MEMBERS shall be the sole determiner of any violation as they issued the chapter charter.
5) Chapters may regionally raise contributions and donations, but such regional activities shall be
restricted to the region and not conflict with other regions or national efforts. Regional raised
contributions shall be deposited in the financial institutions designated by the national
corporation, as described in these Bylaws, corporate Rules & Regulations, and the corporation’s
grant of the chapter’s charter. Upon dissolution or winding up of any Committee or Chapter,
chapter, or the corporation, its assets, remaining after closing payments, or providing provision
for payments, of all debts and liabilities of this corporation shall be distributed to the national
corporation or a nonprofit fund, foundation, or corporation which is organized and operated for
charitable purposes and has which has established its tax exempt status under lRC Section
50l(c)(3), as determined by the Board of Directors or SDVOB MEMBERS. The property of this
corporation is irrevocably dedicated to charitable purposes and no part of the net income or
assets of this corporation shall ever inure to the benefit of any director, officer, or member
thereof or the to the benefit of any private person.
6) Committee or Chapters shall annually prepare and submit reports consistent with these Bylaws,
the corporation’s Rules & Regulations, and the Board of Directors or SDVOB MEMBERS’ actions
creating the Committee or Chapter or Chapter. The reports shall, at minimum, describe the
accomplishments in recruitment and development of regional SDVOB MEMBERS, associate
SDVOB MEMBERS, and contributors; conformance to the Committee or Chapter’s approved
budget; its programmatic or project activities, its conformance to the Committee or Chapter’s or
chapters chartering documents; conformance to local, state, and federal regulations and laws;
reporting for support of the corporation’s local, state, and federal tax and permit filings. Reports
shall be due on the schedule established by the Board of Directors or SDVOB MEMBERS, which
will normally follow the October Budget and November SDVOB MEMBERS’ national annual
meeting and elections cycle. Reports presented shall be revised and submitted in the final form,
in January of each year, as directed by the Board of Directors or SDVOB member’s officers.
7) Budgets for Committee or Chapter and Chapter activities must be carefully considered and
carried out to protect the interests of the corporation. Insurance must be provided which
additionally names the head corporation as specifically covered.
ARTICLE IX ANNUAL BUDGET AND REPORTS
1) The fiscal year of the Corporation will run from January 1 through December 31 of each calendar
year. Financial deadlines are established as follows:
a) The Board of Directors or SDVOB MEMBERS shall require each Officer, subordinate
officer, and persons or business entities employed or engaged to submit a proposal for a
budget each September, of each calendar year preceding the fiscal year for which the
funding is requested or proposed.
b) The Board of Directors or SDVOB MEMBERS shall require each Committee or Chapter, or
chapter engaged to submit a proposal for a budget each September, of each calendar
year preceding the fiscal year for which the funding is requested or proposed.
c) The Board of Directors shall form and consider a proposed annual budget for the
corporation, its Committee or Chapters, and chapters at a meeting in October. The
Board of Directors shall submit to the SDVOB MEMBERS a proposed annual budget for
consideration for the SDVOB MEMBERS, at the regularly scheduled SDVOB Annual
meeting.
2) Proposed amendments to the annual budget shall be considered by the Board of Directors or
the SDVOB MEMBERS. Any proposed amendment to the adopted Annual Budgets which
amounts to ten thousand dollars ($10,000,00) or ten percent (10%) of any revenue or expense
category or line item may be enacted, by a simple majority vote of the Board of Directors or
SDVOB MEMBERS. Consideration of budget amendments of less than ten thousand dollars
($10,000.00) shall require a vote of the Board of Directors or be submitted to the SDVOB
MEMBERS, for approval.
3) As of February, of each year, all reimbursements, receipts, requests for payment, request to
transfer expenses, or any other type of expenditure requests from the preceding fiscal year that
are not or have not been received by the Chief Financial Officer or Treasurer will not be honored
except by a majority vote by the Board of Directors or must be submitted to the SDVOB
MEMBERS.
4) The usual and ordinary receipt of revenues or operating expenditures, which are authorized in
accordance with a ratified annual budget, may be paid upon approval of the Chief Financial
Officer.
5) The unusual and extraordinary receipt of revenues or operating expenditures, which are not
authorized in accordance with a ratified annual budget, shall be submitted to the Chief Financial
Officer and then considered by the Board of Directors or SDVOB MEMBERS. Requests shall be
submitted in writing describing the reason for accepting revenues or paying expenditure; and
thus, amending the budget.
6) Documents, contracts, warrants, checks, and other forms of payments or receipts will normally
only require a single signature of the appropriate officer, employee, or engaged business, if it is
wholly within the approved budget. Circumstances outside of the approved budget or when
required by funders shall require, if not provided for under the Rules & Regulations of the
corporation, consideration by the Board of Directors or the SDVOB MEMBERS.
ARTICLE X STANDARDS of CONDUCT, CONFLICTS, and INDEMNIFICATION
1) Any duties and liabilities set forth in this article shall apply without regard to whether a director
is compensated or not by the corporation. Provisions to protect a member, Director, or officer
from liability or to provide insurance coverage are conditional.
2) A Director shall perform the duties of a director, including duties as a member of any Committee
or Chapter of the Board of Directors upon which the director may serve, in good faith, in a
manner such director believes to be in the best interests of the corporation and with such care,
including reasonable inquiry, as an ordinarily prudent person in a like position would use under
similar circumstances. This duty shall also apply to any and all officers, whether compensated or
not.
3) In performing the duties of a director, a director shall be entitled to rely on information,
opinions, reports or statements, including financial statements and other financial data, in each
case prepared or presented by:
a) One or more officers or employees of the corporation whom the director believes to be
reliable and competent in the matters presented.
b) Counsel, independent accountants or other persons as to matters which the director
believes to be within such a person’s professional or expert competence; or
c) A Committee or Chapter upon which the director does not serve that is composed
exclusively of any or any combination of directors, persons described in paragraph a), or
persons described in paragraph b), as to matters within the Committee or Chapter’s
designated authority, which Committee or Chapter the director believes to merit
confidence, so long as, in any case, the director acts in good faith, after reasonable
inquiry when the need therefor is indicated by the circumstances and without
knowledge that would cause such reliance to be unwarranted.
d) A person who performs the duties of a director in accordance with these bylaws, Rules
& Regulations and the law, shall have no liability based upon any alleged failure to
discharge the person’s obligations as a director, including, without limiting the
generality of the foregoing, any actions or omissions which exceed or defeat a public or
charitable purpose to which assets held by a corporation are dedicated.
4) Except as provided in Section 7233 or 7236 of the California Corporations Code, there is no
monetary liability on the part of, and no cause of action for damages shall arise against, any
volunteer director or volunteer executive officer of a nonprofit corporation subject to this part
based upon any alleged failure to discharge the person’s duties as a director or officer if the
duties are performed in a manner that meets all of the following criteria:
a) The duties are performed in good faith.
b) The duties are performed in a manner such that the director or officer believes to be in
the best interests of the corporation.
c) The duties are performed with such care, including reasonable inquiry, as an ordinarily
prudent person in a like position would use under similar circumstances.
5) “Volunteer” means the rendering of services without compensation. “Compensation” means
remuneration whether by way of salary, fee, or other consideration for services rendered.
However, the payment of per diem, mileage, or other reimbursement expenses to a director or
executive officer does not affect that person’s status as a volunteer within the meaning of this
section.
a) “Executive officer” means the president, vice president, secretary, or treasurer of a
corporation or other individual serving in like capacity who assists in establishing the
policy of the corporation.
b) This section shall apply to trade, professional, and labor organizations incorporated
pursuant to this part which operate exclusively for fraternal, educational, and other
nonprofit purposes, and under the provisions of Section 501(c) of the United States
Internal Revenue Code. This section shall not be construed to limit the provisions of
California Corporations Code Section 7231.
6) California Corporations Code Section 7231 governs the duties of directors as to any acts or
omissions in connection with the election, selection, or nomination of directors and this section
shall not be construed to limit the generality of Section 7231.
7) No contract or other transaction between a corporation and one or more of its directors, or
between a corporation and any domestic or foreign corporation, firm or association in which
one or more of its directors has a material financial interest, is either void or voidable because
such director or directors or such other corporation, business corporation, firm or association
are parties or because such director or directors are present at the meeting of the Board of
Directors or a Committee or Chapter thereof which authorizes, approves or ratifies the contract
or transaction, if:
a) The material facts as to the transaction and as to such a director’s interest are fully
disclosed or known to the SDVOB MEMBERS and such contract or transaction is
approved by the SDVOB MEMBERS in good faith, with any membership owned by any
interested director not being entitled to vote thereon.
b) The material facts as to the transaction and as to such director’s interest are fully
disclosed or known to the Board of Directors or Committee or Chapter, and the Board of
Directors or Committee or Chapter authorizes, approves or ratifies the contract or
transaction in good faith by a vote sufficient without counting the vote of the interested
director or directors and the contract or transaction is just and reasonable as to the
corporation at the time it is authorized, approved or ratified; or
c) As to contracts or transactions not approved as provided in paragraph a) or b) of this
subdivision, the person asserting the validity of the contract or transaction sustains the
burden of proving that the contract or transaction was just and reasonable as to the
corporation at the time it was authorized, approved or ratified.
8) A mere common directorship does not constitute a material financial interest within the
meaning of this subdivision. A director is not interested within the meaning of this subdivision in
a resolution fixing the compensation of another director as a director, officer or employee of the
corporation, notwithstanding the fact that the first director is also receiving compensation from
the corporation.
9) No contract or other transaction between a corporation and any corporation, business
corporation or association of which one or more of its directors are directors is either void or
voidable because such director or directors are present at the meeting of the Board of Directors
or a Committee or Chapter thereof which authorizes, approves or ratifies the contract or
transaction, if:
a) The material facts as to the transaction and as to such director’s other directorship are
fully disclosed or known to the Board of Directors or Committee or Chapter, and the
Board of Directors or Committee or Chapter authorizes, approves or ratifies the contract
or transaction in good faith by a vote sufficient without counting the vote of the
common director or directors or the contract or transaction is approved by the SDVOB
MEMBERS in good faith; or
b) As to contracts or transactions not approved as provided by this section, the contract or
transaction is just and reasonable as to the corporation at the time it is authorized,
approved or ratified.
10) Interested or common directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or a Committee or Chapter thereof which authorizes,
approves or ratifies a contract or transaction as provided in California Corporation Code Section
7233.
11) Unless prohibited by the Articles of Incorporations or Bylaws, a corporation may loan money or
property to, or guarantee the obligation of, any director or officer of the corporation or of its
parent, affiliate or subsidiary, provided:
a) The Board of Directors determines whether the loan or guaranty may reasonably be
expected to benefit the corporation.
b) Prior to consummating the transaction or any part thereof, the loan or guaranty is
either:
i) Approved by the SDVOB MEMBERS, without counting the vote of the director or
officer, if a member, or
ii) Approved by the vote of a majority of the directors then in office, without
counting the vote of the director who is to receive the loan or the benefit of the
guaranty.
c) Notwithstanding subdivision a), a corporation may advance money to a director or
officer of the corporation or of its parent, affiliate or subsidiary, for any expenses
reasonably anticipated to be incurred in the performance of the duties of the director or
officer of the corporation or of its parent, affiliate or subsidiary, provided that in the
absence of such an advance the director or officer would be entitled to be reimbursed
for these expenses by the corporation, its parent, affiliate, or subsidiary.
12) Subject to the provisions of California Corporation Code Section 7231, Directors of a corporation
who approve any of the following corporate actions shall be jointly and severally liable to the
corporation for the benefit of all of the creditors entitled to institute an action or to the
corporation in an action by the head organization or SDVOB MEMBERS under paragraph a) or c):
a) The making of any distribution contrary to the provisions for winding up
b) The distribution of assets after institution of dissolution proceedings of the corporation,
without paying or adequately providing for all known liabilities of the corporation,
excluding any claims not filed by creditors within the time limit set by the court in a
notice given to creditors.
c) The making of any loan or guaranty contrary to California Corporation Code Section
7235.
13) A director who is present at a meeting of the Board of Directors, or any Committee or Chapter
thereof, at which an action specified in subdivision a) is taken and who abstains from voting shall
be considered to have approved the action.
14) Suit may be brought in the name of the corporation to enforce the liability:
a) Against any or all directors liable by the persons entitled to sue under California
Corporation Code section 7420.
b) Against any or all directors liable by any one or more creditors of the corporation whose
debts or claims arose prior to the time of the corporate action who have not consented
to the corporate action, whether or not they have reduced their claims to judgment.
c) Against any or all directors liable by any one or more SDVOB MEMBERS at the time of
any corporate action who have not consented to the corporate action, without regard to
the provisions of SDVOB MEMBERS’ derivative actions.
d) The damages recoverable from a director under this section shall be the amount of the
illegal distribution, or if the illegal distribution consists of property, the fair market value
of that property at the time of the illegal distribution, plus interest thereon from the
date of the distribution at the legal rate on judgments until paid, together with all
reasonably incurred costs of appraisal or other valuation, if any, of that property, or the
loss suffered by the corporation as a result of the illegal loan or guaranty, but not
exceeding, in the case of an action for the benefit of creditors, the liabilities of the
corporation owed to nonconsenting creditors at the time of the violation.
e) Any director sued under this section may implead all other directors liable and may
compel contribution, either in that action or in an independent action against directors
not joined in that action.
f) Directors liable under this section shall also be entitled to be subrogated to the rights of
the corporation:
i) Against the persons who received any distribution.
ii) Against the person who received the loan or guaranty.
iii) Any director sued under this section may file a cross-complaint against the
person or persons who are liable to the director as a result of the subrogation
provided for in this subdivision or may proceed against them in an independent
action.
15) For the purposes of these sections “agent” means a person who is or was a director, officer,
employee, or other agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or was a director, officer,
employee, or agent of a foreign or domestic corporation that was a predecessor corporation of
the corporation or of another enterprise at the request of the predecessor corporation;
“proceeding” means any threatened, pending, or completed action or proceeding, whether civil,
criminal, administrative, or investigative; and “expenses” includes, without limitation, attorneys’
fees and any expenses of establishing a right to indemnification. under subdivision (d) or
paragraph (3) of subdivision (e).
16) A corporation shall have power to indemnify a person who was or is a party or is threatened to
be made a party to any proceeding (other than an action by or in the right of the corporation to
procure a judgment in its favor, an action brought under California Corporations Code Section
5233 of Part 2 (commencing with Section 5110) made applicable pursuant to Section 7238, or an
action brought by the Attorney General or a person granted relator status by the Attorney
General for any breach of duty relating to assets held in charitable trust) by reason of the fact
that the person is or was an agent of the corporation, against expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection with the
proceeding if the person acted in good faith and in a manner the person reasonably believed to
be in the best interests of the corporation and, in the case of a criminal proceeding, had no
reasonable cause to believe the conduct of the person was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent shall not, of itself, create a presumption that the person did not act in good faith and
in a manner which the person reasonably believed to be in the best interests of the corporation
or that the person had reasonable cause to believe that the person’s conduct was unlawful.
17) A corporation shall have power to indemnify a person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action by or in the right of the
corporation, or brought under California Corporation Code Section 5233 of Part 2 (commencing
with Section 5110) made applicable pursuant to Section 7238, or brought by the Attorney
General or a person granted relator status by the Attorney General for breach of duty relating to
assets held in charitable trust, to procure a judgment in its favor by reason of the fact that the
person is or was an agent of the corporation, against expenses actually and reasonably incurred
by the person in connection with the defense or settlement of the action if the person acted in
good faith, in a manner the person believed to be in the best interests of the corporation and
with such care, including reasonable inquiry, as an ordinarily prudent person in a like position
would use under similar circumstances. No indemnification shall be made under this subdivision:
a) With respect to any claim, issue, or matter as to which the person shall have been
adjudged to be liable to the corporation in the performance of the person’s duty to the
corporation, unless and only to the extent that the court in which the proceeding is or
was pending shall determine upon application that, in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity for the expenses
which the court shall determine;
b) Of amounts paid in settling or otherwise disposing of a threatened or pending action,
with or without court approval; or
c) Of expenses incurred in defending a threatened or pending action that is settled or
otherwise disposed of without court approval unless the action concerns assets held in
charitable trust and is settled with the approval of the Attorney General.
d) To the extent that an agent of a corporation has been successful on the merits in
defense of any proceeding referred to in subdivision a) or c) or in defense of any claim,
issue, or matter therein, the agent shall be indemnified against expenses actually and
reasonably incurred by the agent in connection therewith.
e) Except as provided in subdivision d), any indemnification under this section shall be
made by the corporation only if authorized in the specific case, upon a determination
that indemnification of the agent is proper in the circumstances because the agent has
met the applicable standard of conduct set forth in subdivision a) or c), by:
i) A majority vote of a quorum consisting of directors who are not parties to the
proceeding.
ii) Approval of the SDVOB MEMBERS (California Corporation Code Section 5034),
with the persons to be indemnified not being entitled to vote thereon; or
iii) The court in which the proceeding is or was pending upon application made by
the corporation or the agent or the attorney, or other person rendering services
in connection with the defense, whether or not the application by the agent,
attorney or other person is opposed by the corporation.
18) Expenses incurred in defending any proceeding may be advanced by the corporation before the
final disposition of the proceeding upon receipt of an undertaking by or on behalf of the agent
to repay the amount unless it shall be determined ultimately that the agent is entitled to be
indemnified as authorized in this section. The provisions of subdivision (a) of California
Corporation Code Section 7235 do not apply to advances made pursuant to this subdivision.
19) A provision made by a corporation to indemnify its or its subsidiary’s directors or officers for the
defense of any proceeding, whether contained in the Articles of Incorporations, Bylaws, a
resolution of SDVOB MEMBERS or directors, an agreement, or otherwise, shall not be valid
unless consistent with this section. Nothing contained in this section shall affect any right to
indemnification to which persons other than the directors and officers may be entitled by
contract or otherwise.
20) No indemnification or advance shall be made under this section where it appears:
a) That it would be inconsistent with a provision of the Articles of Incorporation, Bylaws, a
resolution of the SDVOB MEMBERS, or an agreement in effect at the time of the accrual
of the alleged cause of action asserted in the proceeding in which the expenses were
incurred or other amounts were paid, which prohibits or otherwise limits
indemnification; or
b) That it would be inconsistent with any condition expressly imposed by a court in
approving a settlement.
c) This section does not apply to any proceeding against a trustee, investment manager, or
other fiduciary of a pension, deferred compensation, saving, thrift, or other retirement,
incentive, or benefit plan, trust, or provision for any or all of the corporation’s directors,
officers, employees, and persons providing services to the corporation or any of its
subsidiary or related or affiliated corporations, in that person’s capacity as such, even
though the person may also be an agent as defined in subdivision (a) of the employer
corporation. A corporation shall have the power to indemnify the trustee, investment
manager, or other fiduciary to the extent permitted by subdivision (e) of California
Corporations Code Section 7140.
21) The Elite Service Disabled Veteran Owned Business Network corporation shall have power to
purchase and maintain insurance on behalf of an agent of the corporation against any liability
asserted against or incurred by the agent in that capacity or arising out of the agent’s status as
such whether or not the corporation would have the power to indemnify the agent against that
liability under the provisions of this section.
ARTICLE XI AMENDMENTS and Rules & Regulations
1) The Board of Directors or the SDVOB MEMBERS may adopt, by majority vote, Rules &
Regulations to carry out these and facilitate these Bylaws, its Articles of Incorporation,
conformance to its status as a 501(c)19 tax status, or local state, or federal laws. Such Rules &
Regulations shall not be contrary to the rights of SDVOB MEMBERS, these Bylaws, their Articles
of Incorporation, conformance to its status as a 501(c)19 tax status, or local state, or federal
laws. Proposed new or amended Rules & Regulations should be noticed on the agenda of the
Board of Directors or SDVOB MEMBERS.
2) Robert’s Rules of Order Newly Revised 12th Edition shall govern the Corporation, its Board of
Directors, and the SDVOB MEMBERS as far as Robert’s Rules of Order Newly Revised 12th
Edition is not inconsistent with or does not conflict with the provisions of the Rules &
Regulations, Bylaws, Articles of Incorporation, 501(c)19 tax status or local, state, and federal
laws.
3) The rules of precedence shall be Articles of Incorporation, 501(c)19 tax status, federal, state, or
local laws, corporate Bylaws, corporate Rules & Regulations, and then Robert’s Rules of Order
Newly Revised 12th Edition, in that order.
4) The corporate Rules & Regulations shall apply to all SDVOB MEMBERS, the Board of Directors,
officers, leadership agents, consultants, employees, engaged businesses, Committee or
Chapters. The corporate Rules & Regulations shall be an appendix or referenced whenever
appropriate. Rules & Regulations should be available to the members, Directors, officers,
employees, and others.
5) The Board of Directors, as a portion of Rules & Regulations, may adopt a PRIVACY POLICY and
CONDITIONS OF USE policy and conditions governing the use of its websites and other media.
6) Amendments to the Articles of Incorporation or these Bylaws generally require a majority vote
of the SDVOB MEMBERS. Consideration of amendments require specific advance notice to the
SDVOB MEMBERS carefully designed to promote SDVOB MEMBERS understanding. Usually, any
amendment will have previously been considered by the Board of Directors and placed before
the SDVOB MEMBERS with both majority and minority recommendations.
7) The Board of Directors may, by resolution adopted by a majority of the number of Directors,
then in office, provided that a quorum is present, create one or more Committee or Chapters,
each consisting of two or more directors, to serve at the pleasure of the Board of Directors.
Appointments to such Committee or Chapters shall be by a majority vote of the directors then in
office, unless the Articles of Incorporations or Bylaws require a majority vote of the number of
directors authorized in or pursuant to the Articles of Incorporations or Bylaws. The Bylaws may
authorize one or more such Committee or Chapters, each consisting of two or more directors,
and may provide that a specified officer or officers who are also directors of the corporation
shall be a member or SDVOB MEMBERS of such Committee or Chapter. The Board of Directors
may appoint one or more directors as alternate SDVOB MEMBERS of such Committee or
Chapter, who may replace any absent member at any meeting of the Committee or Chapter.
Such Committee or Chapter, to the extent provided in the resolution of the Board of Directors or
in the Bylaws, shall have all the authority of the Board of Directors, except with respect to:
a) The approval of any action for which this part also requires approval of the SDVOB
MEMBERS or approval of a majority of all SDVOB MEMBERS, regardless of whether the
corporation has SDVOB MEMBERS.
b) The filling of vacancies on the Board of Directors or in any Committee or Chapter which
has the authority of the Board of Directors.
c) The fixing of compensation of the directors for serving on the Board of Directors or on
any Committee or Chapter.
d) The amendment or repeal of Bylaws or the adoption of new Bylaws.
e) The amendment or repeal of any resolution of the Board of Directors which by its
express terms is not so amendable or repeatable.
f) The appointment of Committee or Chapters of the Board of Directors or the SDVOB
MEMBERS thereof.
g) The expenditure of corporate funds to support a nominee for director after there are
more people nominated for director than can be elected.
h) With respect to any assets held in charitable trust, the approval of any self-dealing
transaction.
8) A Committee or Chapter exercising the authority of the Board of Directors shall not include as
SDVOB MEMBERS persons who are not directors. However, the Board of Directors may create
other Committee or Chapters that do not exercise the authority of the Board of Directors, and
these other Committee or Chapters may include persons regardless of whether they are
directors.
9) Unless the Bylaws otherwise provide, the Board of Directors may delegate to any Committee or
Chapter of the incorporators, to Committee or Chapters of the Board of Directors, and to action
by those incorporators or Committee or Chapters mutatis mutandis.
10) These Bylaws anticipate that the Board of Directors will carefully consider and may propose
Bylaws amendments in three categories, at the SDVOB MEMBERS’ Annual meeting.
a) Editorial and proof-reading amendments – These amendments may be approved by the
Board of Directors.
b) Technical amendments to clarify some sections of the Bylaws when in conflict with the
Articles of Incorporation or internal sections of these Bylaws; or
c) Substantial amendments that are not in conflict with the SDVOB MEMBERS’ rights or the
law.
11) The Directors may propose, to the SDVOB MEMBERS, the creation of a linked charitable
foundation or organization under tax-exempt status of lRC Section 50l(c)(3) to receive tax
deductible donations or grants that further the MISSION and ARTICLES OF INCORPORATION.
_______________________________________________________
CERTIFICATE OF ADOPTION
These Bylaws have been temporarily adopted under exigent and mutatis mutandis circumstances,
following input of former directors, and the COVID suspension of National conferences and SDVOB
MEMBERS annual meeting. As stated, directly above, SDVOB MEMBERS are noticed that at the time
of the annual meeting of the SDVOB MEMBERS it is anticipated that a series of Bylaws amendments,
in several categories, will be presented to the SDVOB MEMBERS for their consideration.
Robert Mutz – President/Chairman and Incorporator