Radnor Veterans Association, Inc.
Article I –Mission
It is the mission, purpose and objective of this non-profit corporation to provide for Veterans, Spouses, Descendants and Friends, a place to gather and congregate for the social engagement and mutual comradeship of each other.
Article II – Organization
Section 1. The name of the Corporation shall be called the “Radnor Veterans Association, Inc.”, is organized as a non-stock, non-profit corporation for tax reporting purposes.
Section 2. The Radnor Veterans Association, Inc. is organized under the existing laws of the “Commonwealth of Pennsylvania Non-Profit Law of 1988” and shall be governed as provided in the subsequent articles of these bylaws.
Section 3. Under no circumstances shall the Radnor Veterans Association, Inc., hereinafter referred to as the RVA, be considered the agent, servant, workman, representative or employee of the Bateman Gallagher American Legion Post 668, Inc.
Section 4. The RVA may not utilize the symbol of, or the designation American Legion, without written consent from the American Legion.
Section 5. The RVA cannot own any of the real estate located at 401/403 E. Lancaster Avenue Wayne, PA 19087 or fixture attached thereto.
Section 6. No part of the earnings or revenue of the RVA may benefit any member or individual unless under an approved employment agreement.
Section 7. The RVA may not engage in political activities in support of any political party or individual.
Section 8. All business, operations, gaming, meetings of the RVA will be conducted at the lessor’s place of title located at the Bateman-Gallagher American Legion Post 668 401 E. Lancaster Ave. Wayne, PA 19087.
Section 9. All business meetings shall be conducted according to Robert’s Rules of Order.
Article III – Membership
Section 1. All “Legion” members in good standing of the Bateman-Gallagher American Legion Post 668, hereinafter referred to as Post 668, shall be automatically proposed and accepted as active members of the RVA with all the attendant rights and privileges of said organization, including the privilege of voting and holding office, contingent upon compliance of the provisions outlined in Article V of these Bylaws.
Section 2. Applications from the non-Legion members, the American Legion Auxiliary and the Sons of the American Legion Post 668 shall automatically be conferred by virtue of approval and acceptance of their respective organizations membership and be accepted as non-voting members of the RVA.
Section 3. All other candidates for membership shall be invited and approved as a “Social” member. Said social member must be sponsored by a member of the RVA.
Section 4. All “Social” membership applicants must:
a. Make payment of an annual membership fee determined by the duly elected Board of the RVA.
b. Complete an application for social membership, which shall not be binding upon the RVA until adopted by formal motion and voted on by the Board at their next meeting.
c. During the interim, between receipt of the application and pending formal acceptance to the social roles of the RVA conditional members, as described in the foregoing, shall be required to sign the official guest register.
d. Membership will be the calendar year for all social members beginning January 1 of each year.
e. Social members shall be declared delinquent if annual dues are not paid by February 1 of said applicable year and will be required to re-apply as a new member.
Section 5. For the conduct of a general membership meeting five (5) Legion members must be present to establish a quorum.
Article IV – Board of Directors
Section 1. The RVA shall be governed by the duly elected Board of Directors of the RVA, hereinafter called the Board, consisting of four (4) members; the President, Vice President, Financial Officer and Recording Secretary. The President shall be the governing officer of said RVA Corporate Board.
Section 2. The Board shall be responsible for the disposition of all matters pertaining to the welfare and operation of the RVA, requiring immediate action and within the scope of these bylaws.
Section 3. The decisions rendered by the Board shall be binding on the members of the RVA except:
a. In those cases resulting in a tie vote, by the Board, the issue shall be considered deadlocked and must then be presented for disposition to the entire membership at the next regularly scheduled meeting or if necessary, at a special meeting of the membership called by the Board for that purpose.
b. No decisions can be rendered by the Board that will be binding on the RVA as they affect changes in these bylaws or for any expenditure of funds that exceed $5,000.00, without general membership approval at an RVA meeting.
Section 4. Three (3) members of the Board, one of which must be the President, constitutes a quorum for holding a Board meeting at regularly scheduled monthly interval, or upon the call of the President, or upon receipt of a written request of any five (5) voting members of the RVA.
Section 5. All officers, elected or appointed are expected to attend all meetings requested and any officer absent from three (3) consecutive regular meetings, without just cause, shall be deemed unable to perform the duties required of such office and shall be deemed subject to re-appointment by the Board of the RVA, replacement of which will be decided by majority vote of the Board.
Section 6. All officers charged with neglect of duty or misconduct in office will be so cited in writing by no less than three (3) Board officers and supported by the signatures of five (5) active voting members. Such charges will be given a complete hearing before the remaining members, with a written report, which will be presented to the members, with any such recommendation. Any such officer who has been removed from office shall not be eligible to hold a position in the RVA for three (3) years.
Section 7. All vacancies of the Board, regardless of the cause, shall be filled immediately according to the provisions set forth in these bylaws.
Section 8. The four (4) Board officers shall appoint a three (3) member internal audit committee, who will audit all books and records which took place during the prior fiscal year. The audit committee will not include Board officers. A copy of the audit will be made available to the RVA general membership.
Section 9. It will be the responsibility of the Board officers to see that any government report and/or mandated tax documents are properly prepared and submitted in a timely manner. All federal, state and local laws shall be responsibly adhered to. Where appropriate a certified public accountant (CPA) could be engaged.
Section 10. Any officer required by their duties to handle funds of the RVA shall be bonded to the full extent of their liability.
Section 11. The Board will establish a set of guidelines identified as “The Code of Conduct” the function of which is to outline the general rules of conduct and behavior for all members of the RVA. Included in such code will be provisions for: incident reporting, hearing and disposition. Any reported incident by a member of the Legion, Auxiliary or Son shall be forwarded to their respective group for their review and consideration under their respective bylaws.
Section 12. An “Operations Manager” shall be appointed by the Board and shall serve for a period of one (1) year, unless relieved by a majority vote of the Board at any official meeting called for such a purpose. The appointee shall be directly responsible to the Board. The appointee should hold at a minimum a RVA membership.
Section 13. It is encumbering upon the Board to maintain and embrace the mission and the purpose of this non-profit corporation:
a. To provide for military veterans, spouses, descendants and friends, a place to gather and congregate for the social engagement and mutual comradeship of each other,
b. Develop programs and contribute funds for the benefit of our veterans and the local community,
c. At all times to foster the principles of Americanism, to maintain law and order, to assist in the preservation of the memories and actions of or comrades in the wars and conflicts faced by our nation.
Article V – Nomination and Election of Officers
Section 1. The officers of the RVA Board shall be elected for a period of one (1) year. Positions for balloting will be according to the provisions of the subsequent articles of these bylaws, the members being designated as: President, Vice President, Financial Officer and Recording Secretary.
Section 2. Nominations for each designated position will take place no later than May of each year with voting to be held during the June meeting. Elected Board officers will take their respective office effective the first day of August.
Section 3. To be eligible for nomination, election and appointment the applicant must fulfill the following requirements:
a. Must be certified by the Recording Secretary to be a Legion member in good standing.
b. They must have recorded attendance to at least two (2) regular general meetings of the RVA during the prior fiscal year.
c. Their nomination must be seconded.
d. Shall receive no monetary compensation.
Section 4. Any member holding office in Post 668 shall be deemed eligible for office in the RVA. Members nominated for more than one office shall first be considered for the highest office listed on the ballot.
Section 5. Any nominee absent from the nominating (May) meeting shall be notified by mail of their nomination, to which they must accept in writing prior to the formal election (June) meeting. Failure to attend the election meeting shall constitute cause for automatically striking said name from the ballot.
Section 6. Elections shall be conducted by secret ballot and shall be supervised by an election committee of three (3) members appointed by the Board.
Article VI – Duties of the Board of Directors
Section 1. President of the RVA duties shall include but shall not be limited to the following:
a. Preside over all meetings and shall be ex-officio member of all committees.
b. Responsible for all contracts and or lease agreements entered into on behalf of the RVA.
c. Preside over all official meetings held on behalf of the RVA,
d. At the end of term submit a written report for the duly nominated successor of the RVA President, covering the business status of the accounts at the end of one’s administration and shall further turnover all records in their possession to one’s successor in good order.
Section 2. Vice President of the RVA duties shall include but shall not be limited to the following:
a. Assist the President in his duties and assisting as requested.
b. Preside over all meetings in the absence of the President
c. Fulfill the duties of the Facility Security Officer.
d. At the end of term submit all records in your possession to your successor in good order.
Section 3. Financial Officer of the RVA duties shall include but shall not be limited to the following:
a. Receive and record all monies from membership fees.
b. Certify all bills due for payment are accurate and proper and make them available for payment in a timely manner.
c. Prepare an annual budget outlining all revenues and expenditures anticipated for the forthcoming year. At the end of each month a report showing the actual expenditures will be made. Quarterly a report showing actual expenditures compared to budget will be made.
d. All monies received will be promptly deposited in the RVA account set up for such purpose.
e. Maintain a separate account for any and all games of chance.
f. Make a verbal report at each monthly Board meeting of the financials position of monies and accounts under your jurisdiction.
g. Require two (2) signatures on each check written.
h. At the end of term submit a written report to the President of the Board stating the financial disposition of the RVA. All records will be turned over to your successor at such time.
Section 4. Recording Secretary of the RVA duties shall include but shall not be limited to the following:
a. Keep accurate records and provide minutes at all meetings as requested.
b. Conduct all correspondence, not of a financial nature, including the preparation of notices to members of special meetings or special events.
c. Make a log available at the commencement of each meeting to record those present at said meeting. This log shall represent the evidence for holding office pursuant to the terms of these bylaws.
d. At the end of term submit a written report on the reporting conditions of the RVA to the Board President. All records will be turned over to your successor at such time.
Article VII – Duties and Responsibilities of the Operations Manager
Section 1. The duties of the Operations Manager shall include but is not limited to the following:
a. Responsible for the purchase and control of all commodities offered for sale and on sale within the RVA.
b. Responsible for obtaining with Board approval and supervision the necessary personnel and services required for the efficient operation of the actual duties under your jurisdiction. This shall include bartenders, service personnel, cleaning personnel and such other services as necessary to run an efficient operation.
c. All monies due for payment to personnel under their employ shall be made by check and paid from the general funds of the RVA. All such personnel payments shall be dispersed by the Financial Officer, which will be officially recorded for tax purposes.
d. Will not agree to pay a wage rate in excess of the standard rates, established in the general vicinity, for similar services.
e. Will keep a record or charge receipt for all expenditures in excess of $10.00.
f. Shall deposit all funds other than working funds in an authorized bank account and surrender the receipts for such deposit to the Financial Officer as promptly as practicable.
g. Shall make a verbal report at each regular Board meeting on the operation status under their management.
h. Shall conduct periodic inventory audits at six (6) month intervals (June and December), a copy of said inventory will be presented to the President and Financial Officer.
i. Will at the expiration of their appointment provide a written report to the President of the RVA covering the status and position of all items under their responsibility. All records will be turned over to their successor at such time.
Article VIII – Operations
Section 1. The hours of operation, by day of the week and hours per day shall be established by the Board of the RVA in accordance with state law. It is the responsibility of the Operations Manager to see that such hours are properly adhered to by the operating staff.
Section 2. All members in order to participate in the RVA must:
a. Be in a position to support their membership by showing a valid current membership card when requested.
b. All guests must be duly recorded in the guest log. Guests cannot purchase beverages or food nor can they participate in any games of chance. Any guest presented three (3) time in any fiscal year will not be further admitted, but invited to become a social member.
c. Members signing for guests shall be held responsible for the actions of their guest and the guests shall be required to leave when the member leaves.
Article IX – Duties and Responsibilities of Facility Security Officer
Section 1. The duties of the Facility Security Officer shall include but is not limited to the following:
a. Act as the Primary contact with ADT Security Services.
b. Possess working knowledge of ADT Security Equipment
c. Provide adequate training to individuals on use of ADT Security Alarm and changes to the ADT Security System.
d. Add and delete individual access codes to the ADT Security Alarm promptly upon request.
e. Implement global access code changes in accordance with Threat and Risk Assessment.
f. Maintain accurate ADT Security Access Code Records.
g. Perform an annual audit of the status of individual access codes.
h. Respond to security breech calls, provide security breech resolutions and report significant breeches to the appropriate authorities.
i. Conduct an annual nonintrusive facility security inspection including fire extinguisher checks and provide recommendations for improvement to the Executive Committee.
j. Review Incident Reports and determine course of action while maintaining confidentiality and protection of personal privacy.
k. Establish facility key control process and maintain accurate key holder records.
l. Implement door lock changes and global key reissue in accordance with the Threat and Risk Assessment.
m. Provide a semi-annual report to the Executive Committee.
Article X – Committees
Section 1. All committees, standing and special, shall be filled by appointment by the Board of Directors of the RVA. Minimum requirement is a RVA membership.
Section 2. The four standing committees of the RVA are: House Committee, Membership Committee, Entertainment Committee and Audit Committee.
Section 3. Each committee should be comprised of at least three (3) members. The committee chairman will be appointed by the President.
Section 4. Each committee will meet at least four (4) times a year. The chairman will be asked to give a report to the Board and/or the membership as timely after each meeting that is appropriate.
Section 5. All members of a committee shall serve voluntarily and without compensation. The reimbursement of approved expenditures is permitted.
Article XI –Duties of Committees
Section 1. The House Committee shall be responsible for:
a. Assisting the Operations Manager in formulating house rules and presenting such rules to the respective body for approval.
b. Assisting the Operations Manager in determining ways and means for profitable operation.
c. Devising and assisting in maintaining measures to afford protection of funds and equipment.
d. Working closely with the Membership Committee chairperson to provide timely and appropriate input for the Post 668 newsletter and website.
Section 2. The Membership Committee shall be responsible for:
a. Conducting drives for social membership when deemed necessary.
b. Overseeing the issuing of new membership cards and duly recording that said member is registered in a log established for that purpose.
c. Creating publicity and advertising campaigns for the purpose of maintaining maximum patronage.
Section 3. The Entertainment Committee shall be responsible for:
a. Developing entertainment programs for the primary purpose of increasing the patronage of the membership.
b. Devising means and plans for the decoration of the RVA as holidays and occasions arise.
Section 4. The Audit Committee shall be responsible for:
a. Auditing all books, records and financial statements as set forth as required by these bylaws.
b. Assisting in selecting and overseeing the work of a certified public accountant (CPA) when such professional services are deemed necessary.
c. Issuing an annual statement of its audit findings which shall be recorded in the minutes of a regular meeting after presentation to the Board and members.
Article XII – Approval and Amendment
Section 1. The provisions of these bylaws must be approved by the RVA Board and subsequently ratified at the next regular voting membership meeting.
Section 2. These bylaws may be amended by addition, change or deletion only after having been approved by the Board and submitted to the voting membership for their approval at the next regularly scheduled meeting.