Federal Charter
Ninety-ninth Congress of The United States of Americaat the second sessionbegun and held at the city of Washington on Tuesday, the twenty-first day ofJanuary, one thousand nine hundred and eighty-sixan artto grant a federal charter to the Vietnam veterans of America, inc.be it enacted by the senate and house of representatives of The United States ofAmerica in congress assembled,
Recognition as Corporation and Grant of Federal Charter
§1The Vietnam Veterans of America, Inc. a nonprofit corporation organized under the lawsof the state of New York, is hereby recognized as such is granted a charter.
Corporate Powers
§2The Vietnam Veterans of America, Inc. (hereinafter in this act referred to as the "corporation"), shall have only those powers granted to it through its articles of incorporation filed in thestate in which it is incorporated and its constitution and bylaws, and subject to the laws of suchstate.
Objectsand purposes of corporation
§3The objects and purposes of the corporation are those stated in its articles of incorporation,constitution and bylaws, and include a commitment to
(1)uphold and defend the constitution of the united states;
(2)foster the improvement of the condition of Vietnam-era veterans;
(3)promote the social welfare (including educational, economic, social, physical, and culturalimprovement) in the united states by encouraging the growth and development, readjustment,self-respect, self-confidence and usefulness of Vietnam-era veterans and other veterans;
(4)improve conditions for Vietnam-era veterans and develop channels of communication to assistVietnam-era veterans;
(5)conduct and publish research, on a nonpartisan basis, pertaining to the relationship betweenVietnam-era veterans and the American society, to the Vietnam war-eraexperience, to the role of theunited states in securing peaceful coexistence for the world community, and to other matterswhich affect the educational, economic, social, physical, or cultural welfare of Vietnam-era veterans and other veterans and the families of such veterans;
(6)assist disabled Vietnam-era veterans and other veterans in need of assistance and the dependents and survivors of such veterans; and
(7)consecrate the efforts of the members of the corporation and Vietnam-era veterans generally tomutual helpfulness and service to their country.
Serviceofprocess
§4With respect to service of process, the corporation shall comply with the laws of the statein which it is incorporated and those states in which itcarries on its activities in furtherance of itscorporate purposes.
Membership
§5Except as provided in §8, eligibility for membership in the corporation and the rightsand privileges of members shall be as provided in the constitution and bylaws of the corporation.
Board of directors
§6Except as provided in §8, the board of directors of the corporation, and the responsibilities of the board, shall be as provided in the constitution and bylaws of the corporation andin conformity with the laws of the state in which it is incorporated.
Officers
§7Except as provided in §8, the officers of the corporation, and the election of suchofficers, shall be as provided in the constitution and bylaws of the corporation and in conformitywith the laws of the state in which it is incorporated.
Nondiscrimination
§8In establishing the conditions of membership in the corporation and in determining therequirements for serving on the board of directors or as an officer of the corporation, the corporation may not discriminate on the basis of race, color, religion, sex, national origin, handicap, or age.
Restrictions on corporate powers
§9
(a)No part of the income or assets of the corporation shall inure to any person who is amember, officer, or director of the corporation or be distributed to any such person during the lifeof this charter.Nothing in this subsection shall be construed to prevent the payment of reasonablecompensation to the officers of the corporation or reimbursement for actual necessary expenses inamounts approved by the board of directors.
(b)The corporation shall not make any loan to any officer, director, or employee of the corporation.
(c)The corporation shall have no power to issue any shares of stock nor to declare or pay any dividends.
(d)The corporation shall not claim congressional approval or federal government authority byvirtue of this act for any of its activities.
Liability for acts of officers and agents
§10The corporation shall be liable for the acts of its officers and agents when acting withinthe scope of their authority.
Books and records; inspection
§11The corporation shall keep correct and complete books and records of accounts and shallkeep minutes of any proceeding of the corporation involving any of its members, the board ofdirectors, or any committee having authority under the board of directors.The corporation shallkeep at its principal office a record of the names and addresses of all members having the right tovote.All books and records of the corporation may be inspected by any member having the rightto vote, or by any agent or attorney of such member, for any proper purpose, at any reasonabletime.Nothing in this section shall be construed to contravene any applicable state law.
Audit of financial transactions
§12The first section of the act entitled "an act to provide for audit of accounts of privatecorporations established under federal law", approved august 30, 1964 (36 U.S.C. 1101), isamended by inserting after paragraph (71) the following new paragraph:"(72) the Vietnam veterans of America, inc.".
Annual report
§13The corporation shall report annually to the congress concerning the activities of the corporation during the preceding fiscal year.Such annual report shall be submitted at the same timeas is the report of the audit of the corporation required by section 2 of the act entitled "an act toprovide for audit of accounts of private corporations established under federal law", approvedaugust 30, 1964 (36 U.S.C. 1102).The report shall not be printed as a public document.
Reservation of right to alter, Amend, or repeal charter
§14The right to alter, amend, or repeal this charter is expressly reserved to the congress.
Definition of "state"
§15For purposes of this act, the term "state" includes the District of Columbia, thecommonwealth of Puerto Rico, and each of the territories and possessions of the united states.
Tax-Exempt Status
§16 The corporation shall maintain its status as an organization exempt from taxation as provided in the internal revenue code of 1954.
Exclusive right to names
§17The corporation shall have the sole and exclusive right to use the name "the VietnamVeterans of America, Inc.", "Vietnam Veterans of America, Inc.", and "Vietnam Veterans ofAmerica", and such seals, emblems, and badges as the corporation may lawfully adopt.Nothingin this section shall be construed to interfere or conflict with established or vested rights.
Failure to comply with registrations or provisions
§18If the corporation shall fail to comply with any of the restrictions or provisions of this act,the charter granted by this act shall expire.
Thomas J. Oneil
Speaker of the House of Representatives
Strom Thurmond
Vice President of The United States and
President of the Senate Pro Tempore
•End Federal Charter
Michael L. Swift PRP, CPP-T
Certificate of Incorporation of Vietnam Veterans of America INC.
(Under §402 of the Not-for-Profit Corporation Law)
The undersigned, acting as incorporator of a corporation under the New York Not-for-Profit Corporation Law[1] does hereby adopt the following Certificate of Incorporation.
Article I
The name of the Corporation is Vietnam Veterans of America Inc.[2]
Article II
The Corporation is not organized for pecuniary profit or, financial gain, and no part of its assets, income or profit shall be distributable to or inure to the benefit of its members, directors or officers, except to the extent permitted under the Not-for-Profit Corporation Law and no part of the assets or net earnings of the Corporation shall be used in a manner or for purposes that do not comply with the requirement of §501(c)(19)[3] and §170(c)(3)[4] for exclusively charitable and educational purposes of the United States Internal Revenue Code, as amended.
Article III
The purposes for which the Corporation is organized are as follows:
aTo operate exclusively for charitable and educational purposes including but not limited to the improvement of the condition of the Vietnam Veteran.
bTo promote social welfare including educational, economic, social, physical and cultural improvement in the United States.
cTo study on a non partisan basis proposed legislation or rules and regulations introduced in any Federal, State or Local Legislative or Administrative body which may affect the social, economic, educational or physical welfare of the Vietnam Veteran.
dTo provide assistance to groups interested in the development of programs to meet the economic and social needs of Veterans in such areas as employment, education, training, outreach and counseling.
eTo assist disabled and needy War Veterans including, but not limited, to the Vietnam Veteran, and their dependents and the Widows and Orphans of deceased Veterans.
fTo exercise all the powers conferred upon Corporations formed under the New York Not-for-Profit corporation Law in order to accomplish its charitable and educational purposes.
gNothing contained herein shall authorize this corporation directly or indirectly to engage in or include among its purposes any of the activities mentioned in the Not-for-Profit Corporation Law, §404(b) thru (t) inclusive.
Article IV
This Corporation is a corporation as defined in subparagraph (a)(5) of §l02[5] of the Not-for-Profit Corporation Law and shall be a Type B Corporation under §20l[6] of the Not-for-Profit Corporation Law.
Article V
The office of the Corporation is to be located in the City, County and State of New York; and the activities of the Vietnam Veterans of America Inc. are principally to be conducted in and throughout the United States of America.
Article VI
The number of Directors constituting the initial Board of Directors of the Corporation is three and the names and addresses of the persons who are to serve as the initial directors are
NameAddress
Robert O. Muller17 Stonywell Court
Dix Hills, New York ll746
Gregory Kane844 Elda Lane
Westbury, New York ll590
Mortimer M. Rothstein19 Crescent View
Rock Hill, New York ll2775
Article VII
The Board of Directors, in addition to the powers authorized by statute, shall have the following powers:
aTo adopt bylaws including therein provisions fixing the method of election and the terms of office of directors and to change the number of directors.
bTo designate the class and type of members, qualifications and rights of the members of each class and type and to make provisions conferring, limiting or denying the right to vote of members, except, however, that the eligibility requirements for the members of the Corporation shall meet the membership requirements of §50l(c)(l9)(B)[7] of the Internal Revenue Code and the Regulations promulgated there under.
Article VIII
The duration of the Corporation is to be perpetual.
Article IX
The Post Office address to which the Secretary of State shall mail a copy of any notice required by law is c/o
Mortimer M. Rothstein, 475 Park Avenue South, New York, N.Y. lOOl6
Article X
All approvals or consents required by law will be endorsed upon or annexed to this Certificate prior to the filing of same.
Article XI
The Corporation shall not possess or exercise any power or authority either expressly, by interpretation, or by operation of law that will prevent it at any time from qualifying and continuing to qualify either as a corporation exempt from Federal income tax as an organization described in §501(c)(l9) of the Internal Revenue Code or as a Corporation, contributions to which are deductible under §l70(c)(3) of the Internal Revenue Code; nor shall it engage directly or indirectly in any activity which would cause the loss of such qualification.
At no time shall the Corporation engage in any activities which are unlawful under the laws of the United States of America, the State of New York or any other jurisdiction where its activities are carried on.
The Corporation will adhere to and comply with Article 7A[8]of the Executive Law.
No compensation, loan or other payment shall be paid to any officer, Board member, incorporator or organizer of the Corporation or substantial contributor to it, except as reasonable compensation for services rendered and/or as a reasonable allowance for authorized expenditures incurred on behalf of the Corporation; and no part of the assets or net earnings, current or accumulated, of the corporation shall ever be distributed to or divided among such persons or inure, be used for, accrue to or benefit any person or private individuals.
Upon the termination, dissolution or winding up of the corporation in any manner, for any reason, its assets, if any, remaining after payment, or provision for payment, of all liabilities of the corporation shall be distributed to, and only to, one or more organizations having either exclusively charitable, religious, scientific, or educational purposes only as described in §§501(c)(3)[9], and (l9) of the Internal Revenue Code, as amended subject to the order of the Supreme Court of the State of New York
In Witness Whereof, I have signed and acknowledged this Certificate of Incorporation this 15th day of February, 1978.
Robert O. Muller, Incorporator
Address: 17 Stony Well Court
Dix Hills, New York 11746
State Of New York)
County Of New York )ss[10].:
On the 15th day of February, 1978, before me personally came Robert O. Muller, to me known to be the individual described in and who executed the foregoing Certificate of Incorporation and duly acknowledged that he executed the same.
Notary…
State Of New York)
SS.:
County Of New York)
Robert O. Muller, being duly sworn deposes and says:
I am the person described in and who executed the foregoing Certificate of Incorporation and I am of full age, a Citizen of the United States and a resident of the State of New York.
Sworn to before me this 15th day of February, 1978
Robert O. Muller
Supreme Court: State Of New York County Of New York
In The Matter Of The Incorporation Of Vietnam Veterans Of America Inc., Pursuant to the Not-for-Profit Corporation Law
Nathaniel T. Helman a Justice of the Supreme I, Court of the State of New York in the First Judicial District wherein the principal office of Vietnam Veterans of America Inc. is to be located, do hereby approve the within Certificate of Incorporation of Vietnam Veteran Coalition Inc. and consent that the same be filed.
Dated: New York, February 21st, 1978
The undersigned has no objection to the granting of judicial approval hereon and waives statutory notice
Justice of the Supreme Court First Judicial District Nathaniel t. Helman
Louis J. Lefkowitz Attorney General State of New York
Sharon Cuff Slater Assistant Attorney General
•End Certificate of Incorporation
Michael L. Swift PRP, CPP-T
The constitution of Vietnam Veterans of America Incorporated
Article I National Provisions
§1Offices
AThe national headquarters of Vietnam Veterans of America, Inc., hereinafter called the Corporation, shall be located within the District of Columbia metropolitan area. The Corporation may have such other offices, either within or without the State of New York, as the board of directors may determine, or as the affairs of the Corporation may require from time to time.
BThe Corporation shall have and continuously maintain in the State of New York, a registered office and a registered agent whose office is identical with such registered office as required by the Not-For-Profit Corporation Law of the State of New York; and the address of such office may be changed from time to time by the board of directors.
§2Purposes. The purposes of the Corporation, its state councils, and its chapters are:
ATo help foster, encourage, and promote the improvement of the condition of the Vietnam-era veteran.
BTo promote physical and cultural improvement, growth and development, self-respect, self-confidence, and usefulness of Vietnam-era veterans and others.
CTo eliminate discrimination suffered by Vietnam-era veterans and to develop channels of communication which will assist Vietnam-era veterans to maximize self-realization and enrichment of their lives and enhance life-fulfillment.
DTo study, on a non-partisan basis, proposed legislation, rules, or regulations introduced in any federal, state, or local legislative or administrative body which may affect the social, economic, educational, or physical welfare of the Vietnam-era veteran or others; and to develop public policy proposals designed to improve the quality of life of the Vietnam-era veteran and others, especially in the areas of employment, education, training, and health.
ETo conduct and publish research, on a non-partisan basis, pertaining to the relationship between Vietnam-era veterans and the American society, the Vietnam War experience, the role of the United States in securing peaceful co-existence for the world community, and other matters which affect the social, economic, educational, or physical welfare of the Vietnam-era veteran or others.
FTo assist disabled and needy military veterans including, but not limited to, Vietnam-era veterans and their dependents, and the widows and orphans of deceased veterans.
§3Membership
AMembership in the corporation is open to any veteran of the military service of the United States of America, who served on active duty during the dates established by federal law for the Vietnam War, paying in advance annual dues set by the board of directors, and conforming to, and complying with, this constitution, bylaws, and rules of the Corporation now or hereinafter in effect. The board of directors shall have the right to set rules for waiver of dues in situations it deems appropriate. Members shall file with their chapter, or with the Corporation, if they are not affiliated with a chapter, a DD Form 214, or other proof of qualification for membership.
BHonorary Life Membership. Upon the signed recommendation of a national officer, the conference of state council presidents, a state council, or a chapter, an individual not otherwise eligible for membership shall be eligible for honorary life membership with the approval of the national board of directors. An honorary member shall be entitled to attend meetings and speak but shall not be entitled to make motions, vote, or hold office.
CThe board of directors shall have the authority to designate classes of members, and the dues, entitlements, eligibility requirements, and available services concerning such members, and shall have the authority to restrict from membership a person or group of persons when, in their judgment, admission of such person or persons would be inconsistent with, or detrimental to, the purposes, principles, objectives, or goals of the Corporation or otherwise.