Project Enduring Pride ® - “Reaching Out to the Communities for Our Wounded Warriors”
Article I - Preamble
The name of this organization is Project Enduring Pride ®. The Project is a non-stock corporation formed and existing pursuant to Section 13.1-801, et seq. of the Code of Virginia (1950) as amended, and is organized exclusively for certain purposes as set forth in Section 501 ©(3) of the United States Internal Revenue Code.
The corporation shall be operated not for profit, and the net earnings of the corporation, if any, shall be devoted exclusively to charitable or educational purposes. No part of the net earnings shall inure to the benefit of, or be paid or distributed to, any Officer, director or individual. The Corporation shall have full authority, however, to pay reasonable compensation to officers and directors and to employees hired by the Corporation or others whose services are retained by the Corporation in the course of business.
Notwithstanding any other provision of the Articles of Incorporation or those By-Laws, the Corporation shall carry on no activities that are not permitted by a corporation exempt from federal income tax under Section 501©(3) of the United States Internal Revenue Code, or corresponding section of any future federal tax code.
The mission of Project Enduring Pride © is to assist in developing a community outreach program and coordinating agent with other service programs at Walter Reed Army Medical Center and the National Naval Medical Center, Bethesda, Maryland by providing an regional community support umbrella programs which are organized to help plan, coordinate, arrange, and conduct recreational and educational support to a wide diverse set of events for the seriously wounded service member who are out-patients at Walter Reed and National Naval Medical Centers in the National Capital Region (NCR). These events include sports, recreational, developmental, and career counseling. The goal for the Project is to focus on creating appropriate world class level events that provide “outreach capabilities” to assist the seriously wounded in gaining confidence and courage to return to the civilian community as productive members of that local society.
The Project has developed and must protect the rights surrounding the official logo. There are two logos developed by the service members at Walter Reed Army Medical Center. There use is strictly limited to events, activities and by letter authorization to sponsors for a specified period of time. The logos are for general events and a second for sports events:
a. General Events
b. Sports Events
Article II- Offices
The principle offices of the Corporation shall be located at 5218 Twinbrook Road, Suite 101, Fairfax, VA 22032 or such other location as the Board may from time to time decide. The Board of Directors may establish branch or subordinate offices at any place or places where the Corporation is qualified to conduct its activities.
Article III- Purposes
The purpose of the Corporation shall be to maintain, develop, and promote community outreach programs among the severely wounded warriors returning from Afghanistan and Iraq while at Walter Reed Army Medical Center and National Naval Medical Center in Bethesda, MD. The programs include sports events; social program, musical, and general recreational provided they have some element of rehabilitation value to them and include some form of community sponsorship.
Article IV- Policies
The following are basic policies of Project Enduring Pride:
- Project Enduring Pride shall be noncommercial and nonpartisan.
- All meetings of the Project shall be conducted and reports written in English.
- The name of the project or the names of any members in their official capacities shall not be used to endorse or promote a commercial concern or in connection with any partisan interest or for any purpose not appropriately related to promotion of the objects of the Project’s programs.
- He project shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth elsewhere in these by-laws.
Article V- Board of Directors (The Board)
Section 1- General Powers
The full power to conduct, manage and direct the business and affairs of the Corporation shall be vested in the Board of Directors, and all powers of the Corporation are hereby granted to and vested in the Board of Directors.
Section 2- Duties
The Board shall
- develop and or approve annual plans, goals, budgets, and fundraising plans that allow the Project to effectively conduct a multi-facets community outreach program for the severely wounded warriors, that includes but is not limited to
- Sports Events such as Golf Tournaments
- Cookouts and major barbecues
- Community Involved Social Events
- Leisure Programs, such as the “Enduring Pride Ladies Spa Day” for the wounded women of WRAMC and NNMC.
- Cultural and Concerts Events, such as the Enduring Pride Caribbean Concerts
- directly linked rehabilitation support activities.
- And specific annual fund raising events to support the Project’s programs.
Article V- Executive Board of Directors
Section 1. General Powers. The business and affairs if the Project shall be administered by its Board of Directors (herein the Board). The Directors shall in all cases act as a Board and may adopt such rules and regulations for the conduct of meetings and the management of the organization as deemed proper, not inconsistent with these bylaws and the laws of the governments it operates within.
Section 2. Membership. There shall be no less than three (3) or more than fifteen (15) Director of Project Enduring Pride. In addition, regional Chairmen of outlying areas of the United States such as San Antonio, Texas will, during their tenure, serve as ex officio members of the Executive Board of Director.
Section 3. Term and Tenure. Each member of the Executive Board of Directors shall be elected for a two (2) year term. Directors shall have staggered terms and shall be divided into two (2) groups, with each group containing one-half (1/2) of the total number as near as may be feasible. The first group shall be elected each even year of the calendar. The second group shall be elected during the odd number years (2001, 2003, and 2005). There is no limit as to the number of terms each Executive Director may serve.
Section 4. Nominating and Election. The Nominating Committee will nominate sufficient candidates for the pending vacant Executive Director positions. A ballot with the nominees for director will be mailed to each voting member no later than 45 days before the Annual Meeting of the Executive Board. Members may “write-in” candidate (s) in the space provided on the ballot. The ballots will be tallied on the day before the Annual Meeting of the Executive Board and read aloud into the minutes of the Annual meeting. The elected candidates will be notified before the Executive Board of Director’s Annual Meeting. In case of a tie, a run off election will be held at the Annual meeting of the Executive Board, the winner being decided by a majority vote of the quorum of those in attendance at the Annual Meeting.
Section 5. Qualifications. Each Executive Director shall be a member in good standing of his or her community, commercial activity, or community organization. No government service personnel may serve as a director of Project Enduring Pride, but may be considered and termed advisers to the Executive Board.
Section 6. Removal. Any Executive Director may be removed with or without cause by a majority of a quorum of those members voting at a general or special membership meeting or with cause by majority of a quorum of those Executive Directors voting at an Executive Board of Directors meeting.
Section 7. Vacancies. A vacancy occurring in the Board shall be deemed to exist in the event of the death or resignation of a member of the Board, or increase in the number of desired Executive Directors, however caused, and in the case of any such vacancy, the remaining Directors, though less than a quorum, by vote of a majority thereof, may elect a successor to hold office for the remaining unexpired portion of the term of the Executive Director whose office has thus become vacant. Vacancies occurring by reason of removal with or without cause shall be filled by majority vote of a quorum of the general membership. Any Executive Director elected to fill a vacancy shall be elected to hold office for the unexpired term of their predecessor.
Section 8. Resignation. Any Executive Director may resign at any time upon giving written notice to the Board, or to the Chairman of Project Enduring Pride. Unless otherwise specified in the notice, the resignation will take effect upon receipt thereof by the Executive Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
Section 9. Compensation. No compensation shall be paid to Directors, as such, for their service, but by resolution of the Board a fixed sum and expenses for actual out-of-pocket expenses if that Executive Director represented Project Enduring Pride in an official capacity. Nothing herein contained shall be construed to preclude any Executive from serving the Project in any other capacity and receiving compensation therefore.
Section 10. Delegation of Powers. The Executive Board may delegate the powers and duties, or any portion or portions thereof, of any officer, to any Executive Director, other officer, committee, or agent. It shall have power to elect and remove officers, appoint and discharge agents and employees, and shall have authority to fix and determine compensation should there be a need for such.
Section 11. Chairman of the Executive Board. The Chairman of the Executive Board shall be elected by a majority vote of a quorum of the Executive Board of Directors at the Annual Meeting pf the Executive Board. The Chairman shall preside at all meetings of the Board and Executive Committee, once formed. The Chairman shall have the power to call meetings of the Project, Executive Board of Directors and Committees. The Chairman shall also perform such other duties and exercise such other powers, as the Board shall from time-to-time delegate to the Chairman.
Section 12. Coordinating Director of the Executive Board. The Coordinating Director shall be elected by a majority vote of the quorum of the Executive Board of Directors at the Annual Meeting of the Executive Board. The Coordinating Director will perform the duties of chairman in the absence or inability of that Chairman to act, and perform those duties as may be assigned by the Chairman or Executive Board of Directors.
Section 13. Organizational Directors. The Directors of the regional Project Enduring Pride, at the time such activities are stood up and become functional will be regular members of the Project and organizational Directors of the Executive Board with voting rights.
Section 14. Meetings. An annual meeting of the Executive Board for the election of officers and the transaction of such other business as may be properly come before the meeting shall be held during the month of May each calendar year, or as the Executive Board otherwise determines it prudent to take place, at a place and time designated by the Executive Board members. The Chairperson may call additional meetings of the Executive Board as needed. The Chairperson may also respond to any three members of the Executive Board who determine it necessary to hold a special meeting at any time by written request to the Chairperson. Any Executive Board meeting may be held or attended by telephone conference call with the approval of the chair.
Section 15. Notice of Meetings. Notice of every meeting, stating the place, day and hour, shall be given to all members of the Board, including Advisory members. Except as otherwise provided by law, such notices shall be given not less than seven (7) days before the date of the meeting, either by email, regular mail, or by facsimile sent to an individual’s residence or usual place of business. Similar notice of the annual meeting shall be given not less than fourteen (14) days before the meeting date. Notice of a special meeting shall also state the purposes or purpose for which the meeting or who, in writing executed before or after such meeting, waives such notice. No notice b=need be given of an adjourned meeting.
Section 16. Quorum. The presence of one half the members of the Executive Board shall constitute a quorum at any meeting of the Board.
Article VI The Executive Committee
Section 1. Election and Composition. The Executive Board may constitute through election an Executive Committee to conduct the normal daily business of Project Enduring Pride. The Committee, if constituted should consist of the Chairperson; Vice Chairperson; Secretary to the Project; Treasurer; and as may other Directors necessary as the Board deems appropriate to managed the identified functional areas necessary to bring success to the Project.
Section 2. General Powers. Except as otherwise stated and provided in these By-Laws, and to the extent that the Executive Board shall by resolution reserve specific powers exclusively to itself, when the Board is not in session, the Executive Committee shall have and may exercise all the powers of the Executive Board in the management of the business and affairs of the Project. The Executive Committee actions shall be reported to the Board of Directors at the next ensuring Executive Board meeting.
Section 3. Meetings. The Executive Committee shall hold regular and special meetings at times and place it shall determine. Special meetings may be called by the Chairperson or by any two Executive Committee members. Notice of the Executive Committee members of the time and place of each meeting shall be given in accordance with the times and requirements set forth elsewhere in Article V of these by-laws.
Section 4. Quorum. The Executive Committee shall need three fourths (3/4) of its members to be sufficient to constitute a quorum for the transaction of official business.
Section 5. Voting. The Executive Committee. At all meetings of the Executive Committee at which there is a quorum, all matters shall be decided by a vote of a majority of the members of the Committee participating.
Section 6. Resignation. Any member of the Executive Committee may resign at any time by giving notice in writing to all members of the Board. Unless otherwise specified in the notice, the resignation shall take effect upon delivery.
Section 7. Vacancies. If any vacancy shall occur in the Executive Committee, the remaining members shall continue to act, and the Board may fill such vacancy.
Section 8. Action without a Meeting. Any action that could be taken at an Executive Board meeting may be taken without meeting when the adoption of the resolution authorizing the action is consented to in writing signed by all Executive Committee members. Consent may be given by mail, electronic mail or facsimile sent to the Chairperson.
Section 9. Terms of Office. The Executive Committee shall elect initial officers as soon as feasible after incorporation. Such initial officers shall take office immediately upon election and serve until their successor take office. Succeeding officers of the Project shall be elected by the Executive Board for two-year terms and shall take office July 1st of the year in which they are elected. No person shall occupy an office for more than two (2) consecutive terms, except that initial officers and those elected to fill an un-expired term may serve 2 terms in addition to their initial partial term. Exceptions to these terms limits may be made by a majority vote of the entire Executive Board.
Section 10. Removal. Due to the sensitive nature of Project Enduring Pride, any officer or agent may be removed at any time, either for or without cause, by a majority vote of all members of the Board.
Article VII. Executive Committees
Section 1- Audit Committee
An audit committee of at least three and not more than five persons shall be nominated by the Executive Committee and elected by the Board of Directors. At least two audit committee members shall not be Executive Board members. One member of the initial audit committee shall be elected for a one-year term and one for a two-year term. The remaining initial members and all succeeding members shall be elected for three-year terms, with at least one member elected each year. Members shall be eligible for re-election. The Board shall act to fill any vacancies on the committee for the remainder of an unexpired term.
Section 2- Other Committees
The Executive Board may designate additional committees, which shall have any exercise such authority as may be granted by the Executive Board. Members of such committees need not be members of the Board and advisory status persons can be a minority population make up of such required functional committees.
Section 3- Special Committees
The Executive Board of Directors may, from time to time, create special committees and delegate to them such powers and duties as it shall deem appropriate, except enumerated powers specifically entrusted by these By Laws to the Executive Board of Directors and Officers. When the special committee has carried out its specified task and gives its final report to the Executive Board of Directors or general membership, or is discharged, it automatically ceases to exist.
Article VIII Fiscal Year
The fiscal year of Project Enduring Pride shall begin on January 1st of a given calendar year and end on December 31st of the calendar year.
Article IX. Transaction of Business
Section 1. Authority
a. the Project Corporation shall not borrow money or purchase, sell, ;ease away, or otherwise dispose of any real estate, unless and until a resolution authorizing the same shall have been approved by the majority of the Executive Board at a regular or special meeting, duly-convened upon proper notice of this purpose.
b. The Project shall no borrow any money without first consulting with the Executive Directors, nor shall it make any other financial contractual commitment beyond the limits of the annual budget without first consulting with the Executive Director.
c. The Project shall not solicit funds from any government unit, organization, agency, or group. The Project may accept grants and awards by any group recognizing the needs of the Project, however, without direct solicitation from the Project.
Section 2- Deposits and Withdrawals
Al funds of the Project shall be deposited to the credit of the Project in such banks, trust companies or other depositories as the Executive Board may approve or designate. All such funds shall be withdrawn only upon the signature of such or more officers, agents or staff, as the Executive Board shall determine.
Section 3- Contracts
Except as otherwise provided in these By-Laws, the Board may authorize any officer or officers, agent or agents to enter into any contract or to execute or deliver any instrument on behalf of the Project Corporation, and such authority may be general or confined to specific instances.
Section 4-Checks and Other Instruments
All checks and demands for money and notes of the Project Corporation shall be signed by such officer (s), agent (s) or staff as designated by the Executive Board.
Section 5- Staff
The Executive Board of the Project may appoint or cause to be appointed such staff with such duties as it may consider desirable for implementing the work of the Project.
Article X: Indemnification
The Project shall indemnify any and all its Directors and Officers, present and former, against all expenses they actually and necessarily incur in connection with the defense of any action, suit or proceeding in which they, or any of them, are made parties, or a party, by reason of being or having been Director or officers, present and former, except in relation to matters as to which any such Director or Officer shall be adjudged, by a court of competent jurisdiction, in such action, suit or proceedings to be liable for breach of fiduciary duty, fraud, intentional misconduct or gross negligence in the performance of any duty. Such indemnification shall not be deemed exclusive of any there rights to which those indemnified may be entitled, under any Bylaws, agreement, and vote of the Board or otherwise. The Executive Board is authorized to obtain insurance coverage deemed advisable or necessary to effectuate this provision.
Article XI: Robert’s Rules of Order
In matters not covered in these By-Laws, each meeting of the Board shall be governed by the latest version of Robert’s Rules of Order
ARTICLE XII: AMENDMENTS
Amendments to Project Enduring Pride’s By Laws may be proposed by the Executive Board of Directors, or by written petition of a least 30 % of other serving members of the Executive Committee and shall be filed with the Security to the Executive Board. Amendments may be adopted at any meeting of the Project Enduring Pride Executive Board by two-thirds (2/3) vote of a quorum of the members present and voting. Approved amendments become effective immediately unless stated otherwise in the amendment.
Article XIII: Dissolution
The Project Corporation may be dissolved in accordance with the appropriate articles of the not-for-profit corporation law of the Commonwealth of Virginia. Should the Project cease to act and be dissolved, all of its property and assets remaining after the payment of its liabilities shall be paid and distributed to the not-for-profit veteran or wounded warrior
Programs as selected by the remaining Executive Board members at the time of disillusionment. These not-for-profit identified at that time must be organized and operated exclusively for charitable and veterans support of the wounded warriors purposes and which shall them be exempt from federal income tax under Section 501 ( C )(3) of the Internal Revenue Code or the corresponding section of any future tax code.
Article XIV: Effective Date
These By-Laws shall take effect upon delivery of written notice of approval by the Chairman, Executive Board and the Coordinating Director of the Project or their designated representatives.
ADOPTED BY THE EXCUTIVE BOARD OF DIRECTORS OF PROJECT ENDURING PRIDE ON JULY 6, 2007
(Coordinating Director, Project Enduring Pride)
EFFECTIVE DATE: July 7, 2007