Section 1.1 Name. The name of this corporation shall be National Association of Veterans' Research and Education Foundations (hereinafter the “Association”).

Section 1.2 Purposes. This Association is organized exclusively for, and at all times will be operated exclusively for, educational, scientific and charitable purposes under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law, the "Code"). More specifically, such purposes include, but are not limited to:

• Considering, establishing and promulgating high standards and practices for non-profit, Section 501(c)(3) corporations established at United States Department of Veterans Affairs (hereinafter "DVA") facilities for the carrying out and support of research and/or educational activities;

• Providing scientific and administrative education, training and assistance to member non-profit corporations, to facilities of the DVA which seek to establish research or educational non-profit corporations, and to other members, interested persons and organizations for the purpose of advancing biomedical research and education at the DVA;

• Educating the general public, veterans' groups, health professionals and other interested parties about the nature and value of research and educational activities at individual DVA facilities, including activities that are supported by federal appropriations and those that are supported and carried out by the member non-profit corporations on subjects including, but not limited to, basic and clinical research, nursing practice, patient care, health care policy making, health care financing, and continuous quality improvement; and

• Participating in any and all other related activities that are permitted under the District of Columbia Nonprofit Corporation Act, consistent with the Association’s purposes and not prohibited by Section 501(c)(3), including, but not limited to, making grants to Section 501(c)(3) organizations, and acquiring and expending resources needed to carry out these exempt purposes and functions.

Section 1.3 Inurement. No part of the net earnings of the Association shall inure to the benefit of, or be distributed to, its directors, officers, or other private person, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered or to make payments and distributions in furtherance of the purposes of the Association.

The Association shall maintain in the District of Columbia a registered office and a registered agent whose office is identical with such registered office as required by the District of Columbia Nonprofit Corporation Act. The principal office of the Association shall be located and continuously maintained in the District of Columbia or at a location determined by the Board of Directors.

Section 3.1 Membership. There shall be two classes of members, one of which ("Class A") shall be non-profit corporations established under 38 U.S.C. 7361 to support and carry out research and/or educational activities at facilities of the DVA. The second ("Class B") shall consist of private individuals and of representatives of other types of organizations that are interested in the purposes and activities of the Association. Class B members shall have the privileges of participation in all activities of the Association, except the right to vote.

Section 3.2 Procedures for Admission as a Member. Any Class A organization eligible for membership in the Association shall make application by submitting a resolution by its board of directors to the Executive Director of the Association. Such communication shall include a copy of the organization's most recent IRS Form 990 and full payment of the annual dues. Private individuals interested in Class B membership may seek an application form from the Executive Director of the Association and shall include the appropriate amount of dues and information as to personal or professional relationships with any other federal, Departmental, veterans or health oriented organizations. Other Class B organizations may apply by submitting the appropriate dues and a corporate statement of their purposes. Class A and Class B Applications shall be reviewed by the Board of Directors as the Board deems advisable.

Section 3.3 Transfer of Membership. Membership in this Association is not transferable or assignable.

Section 3.4 Resignation of Members. Any Member may resign by giving written notice of the resignation to the Association. Annual dues will not be refunded or prorated in such a circumstance.

Section 3.5 Removal of Members. Any Member may be removed upon the affirmative vote of three-fourths (3/4) of the entire Board of Directors.

Section 3.6 Voting. Unless otherwise provided by statute, Class A Members shall be entitled to vote on any matter that properly comes before the Members. Each such Class A Member shall have one (1) vote. The election of the Association Directors shall be as provided in Article 5. Each Class A Member shall designate one (1) individual who will vote on behalf of the Member at membership meetings. If a quorum is present, the affirmative vote of the majority of Class A Members present at the meeting shall be the act of the Members except that in the election of the Association Directors, those receiving the greatest number of votes shall be deemed elected even if receiving less than a majority. The Board of Directors will determine the means of voting most suitable for the situation under consideration.  This may include, but is not limited to votes conducted in person, by voice vote or paper ballot, by mail or fax or electronic means.

Section 3.7 Meetings of Membership. There shall be an Annual Meeting of the Members for the purpose of transacting any business that may properly come before such meeting. Such Annual Meeting shall be held each calendar year, at such time and place as shall be designated by the Board of Directors. Special meetings of the Members shall be held whenever such a meeting is called by the Board of Directors.

Section 3.8 Notice to Members. Notice stating the place, day, and hour of the Annual Meeting and, in cases of a special meeting, the purpose or purposes for which the meeting is called, shall be sent to every Member of the Association not less than thirty (30) days or more than ninety (90) days before the meeting, either personally or by mail, by the Executive Director. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Member at its address as it appears on the books and records of the Association. The attendance of a Member representative at any meeting shall constitute a waiver of the notice of such meeting, except where a Member representative attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.9 Quorum. At any meeting of the Members, the presence, in person, of fifty percent (50%) of Class A Member representatives shall constitute a quorum, except as otherwise provided by statute. A duly organized meeting of Members may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. If the number in attendance is initially less than a quorum, then the meeting may be adjourned to another date, time, and place.

Section 3.10 Presiding Officers. All meetings of the Members shall be presided over by the Chairman of the Board. If the Chairman is not present, the Vice-Chairman of the Board shall preside over the meeting. If the Vice-Chairman is not present, a Chairman of the meeting shall be elected by the Members present at the meeting and shall serve as Chairman at that meeting only. If the Secretary is not present, the Chairman of the Board shall appoint a Secretary of the meeting. The Chairman of the meeting may determine the qualification of voters and the results of ballots.

Section 3.11 Proxies. At all meetings of Members, a Member may vote by proxy executed in writing by the Member or by its duly authorized representative. Such proxy shall be filed with the Executive Director of the Association before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.

Section 3.12 Action Taken Without A Meeting. Any vote or other action required to be taken at a meeting of the Members may be taken without a meeting if all the Members entitled to vote on the subject matter thereof consent in writing to waive the meeting. Any vote or other action taken without a meeting shall have the same force and effect as actions taken at a meeting.

Section 4.1 Setting Dues. The dues for Class A and Class B members shall be set by the Board of Directors. Dues are payable to the Association and shall be sent to the Executive Director. The Board of Directors shall have the authority, upon application by a Member, to waive or reduce the annual dues, on a case by case basis, for that Member.

Section 4.2 Payment of Dues. The dues of all Class A and B Members of the Association shall be payable annually by June 15 of each year. If the dues of any Member are unpaid for a period of thirty (30) days after such dues become payable, that membership may be extended at the discretion of the Executive Director until the next regularly scheduled meeting of the board. Further extensions shall be approved by the board. Any new Member that is admitted after June 30 shall have the full year dues prorated after paying the minimum amount required.

Section 5.1 General Powers. The property and affairs of the Association shall be managed by its Board of Directors. All the corporate powers, except as otherwise provided herein or by law, shall be and are hereby vested in and shall be exercised by the Board of Directors.

Section 5.3 Term of Directors. The Board of Directors shall have terms of three (3) years from an annual meeting until their re-election or replacement at an annual meeting three (3) years later. An individual may serve no more than two (2) full consecutive terms as an elected Director. There is no limit on the total number of terms an individual may serve as an elected director provided that there is a one-year gap after serving two consecutive elected terms.

Section 5.4 Election of Directors. Nominations shall be obtained (Reference 5.6) and the election shall occur annually.  At its the discretion of the boaerd, such election shall occur prior to or during the Annual Meeting of the Members of the Association in accordance with Section 3.6. Each year, approximately one third of the elected positions shall be open for election in order to ensure that terms are staggered.

Section 5.5 Appointment of Class B Directors. The Board of Directors shall appoint Class B Members (non-affiliated or non-foundation persons or organizations) to serve on the Board of Directors. Appointment of Class B Members shall be for one (1) year or until the end of the Association’s current fiscal year, whichever comes first, and may be renewed by the Board of Directors.

Section 5.7 Resignation of Directors. Any Director may resign at any time upon notice to the Chairman or Vice Chairman. Unless otherwise specified in the notice, the resignation shall take effect immediately upon receipt, and the acceptance of the resignation shall not be necessary to make it effective. If a change in circumstances renders a board member ineligible to serve, he or she shall inform the Chairman and shall submit a resignation. In the event that an organization's membership is terminated for non-payment of dues pursuant to Section 4.2 or because of resignation pursuant to Section 3.4, any Director from such terminated Member shall be deemed to have resigned his/her position as a Director of the Association upon termination of the Member's membership.

Section 5.9 Vacancies. If a Director position becomes vacant, at the next meeting of the Board such vacancy may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall complete the unexpired term of his or her predecessor in office. A Director elected to fill a vacancy for any Class A position must be qualified for a Class A position, but need not be in the same qualifying category as the individual who vacated the position.

Section 5.10 Meetings of Directors. The Board of Directors shall hold regular meetings at least once each quarter of each year. If not objected to in writing by at least five (5) of the eight (8) voting Directors, as many as two regular meetings may be held by means of a conference telephone call or by any means of communication by which all persons participating in the meeting are able to hear and respond to one another at the same time. Additional, special meetings of the Board may be held by written request of at least four (4) Directors to the Executive Director of the Association.

Section 5.11 Quorum. The presence of at least a majority of the voting Members of the Board of Directors in person or by telephone shall constitute a quorum for the transaction of business at any meeting of the Board.

Section 5.12 Manner of Acting. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by these Bylaws.

Section 5.13 Presiding Officer. All meetings of the Board shall be presided over by the Chairman of the Board. If the Chairman of the Board is not present, the Vice-Chairman shall serve as Chairman for that meeting only. If the Vice-Chairman of the Board is not present, the Directors present shall elect a Chairman of the meeting who shall serve as Chairman for that meeting only. If the Secretary is not present, the Chairman of the meeting shall appoint a Secretary of the meeting.

Section 5.14 Compensation. Members of the Board of Directors shall not be paid for serving on the Board.

Section 5.15 Action Taken Without A Meeting. If all the voting Directors consent in writing to waive a meeting, any vote or other action required to be taken at a meeting of the Directors may be taken without a meeting. Any vote or other action taken without a meeting shall have the same force and effect as actions taken at a meeting.

Section 5.16 Presumption of Assent. A Director of the Association who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless (i) his/her abstention from the vote is entered into the minutes of the meeting; (ii) his/her dissent is entered in the minutes of the meeting; (iii) he/she files his/her written dissent or abstention to the action with the Secretary of the meeting before the meeting is adjourned; or (iv) he/she forwards his/her written dissent or abstention by registered mail to the Executive Director of the Corporation immediately after adjournment of the meeting.

The Board of Directors may designate one or more committees and determine its powers, if any, at its discretion.

Section 7.1 Notices. Notices to Directors and Members shall be in writing and delivered personally, by mail or by fax to the Directors and Members at their addresses appearing on the books of the Association or supplied by them for the purpose of notice. Notice by mail shall be deemed to be given as of the date the notice is deposited in the United States mail.

Section 7.2 Waiver of Notice. Whenever, under the provisions of these Bylaws, the Articles of Incorporation, or of a statute, a Member or Director is entitled to any notice, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Members or of the Board of Directors need be specified in the waiver of notice of such meeting.

Section 7.3 Waiver of Notice by Attendance. The attendance of any Director or Member at a meeting shall constitute a waiver of notice of such meeting unless such attendance at a meeting by the Director or Member is for the purpose of objecting to the transaction of business because the meeting is not lawfully called or convened.

Section 8.1 Number of Officers. The officers of the Board of Directors shall consist of a Chairman of the Board, a Vice-Chairman of the Board, a Treasurer, a Secretary and such other officers as may be appointed and determined by the Board of Directors. The Chairman of the Board, Vice-Chairman of the Board, the Secretary and the Treasurer must be chosen from among the Directors of the Association.

Section 8.2 Election of Officers and Term of Office. The officers shall be elected by the new Board of Directors at each annual meeting for a term of two (2) years or until their successors are elected.

Section 8.4 Vacancies. A vacancy in any office may be filled by the Board of Directors for the unexpired portion of the term.

Section 8.5 Chairman of the Board. The Chairman of the Board shall preside at all meetings of the Board of Directors. The Chairman of the Board shall supervise the Executive Director and may represent the Association on issues of importance to the organization

Section 8.6 Vice Chairman of the Board. During the absence or disability of the Chairman, the Vice Chairman shall exercise all the functions of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice Chairman shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.

Section 8.7 Treasurer. The Treasurer of the Association shall perform all duties incident to that office. He or she may be required to be bonded for the faithful performance of his or her duties, in such sum and with such sureties as the Board of Directors may require. He or she may sign, with the Chairman of the Board or any other proper officer of the Association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Association. The books, records and papers in the hands of the Treasurer shall at all times be subject to the inspection, supervision and control of the Board of Directors and the Executive Director. At the expiration of his or her term of office, the Treasurer shall turn over to his or her successor in office all books, records, papers and other properties of the Association.

Section 8.8 Secretary. The Secretary shall: (i) act as Secretary of all meetings of the Board of Directors and of such other committees as the Board of Directors shall specify; (ii) keep the minutes thereof in the proper book or books; (iii) see that the reports, statements, and other documents required by law are properly kept and filed; and (iv) in general, perform all the duties incident to the office of Secretary and such duties incident to the office of Secretary as may from time to time be assigned by the Board of Directors, the Chairman, the Vice-Chairman or the Executive Director. The books, records and papers in the hands of the Secretary shall at all times be subject to the inspection, supervision and control of the Board of Directors and the Executive Director. At the expiration of his or her term of office, the Secretary shall turn over to his or her successor in office all books, records, papers and other properties of the Association.

Section 8.9 Executive Director. The Executive Director shall be the principal executive officer of the Association and, except as otherwise provided in these Bylaws, shall supervise and control all of the routine business and affairs of the Association, and shall perform all duties incident to the office of Executive Director and such other duties as may be prescribed by the Board of Directors from time to time, including seeing that all notices are given in accordance with these Bylaws or as required by law and being custodian of the corporate records.

Section 9.1 Indemnification. To the full extent permitted by and in accordance with the procedures prescribed in the laws of the District of Columbia, the Association shall indemnify any and all of the Directors and any and all of the officers, employees, agents and representatives of the Association for certain expenses and other amounts paid in connection with legal proceedings in which any such person becomes involved by reason of serving in any such capacity with or for the Association.

Section 9.2 Insurance. The Association shall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any expenses incurred in any proceeding and any liabilities asserted against him/her and incurred by him/her in any such capacity, or arising out of his/her status as such, whether or not the Association would have the powers to indemnify him/her against such expenses or liabilities under the provisions of this Article.

The Board of Directors may appoint agents and representatives of the Association, with such powers and to perform such acts and duties on behalf of the Association, as they may deem fit.

The Board of Directors may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or to pledge its credit, or any purposes or to any amount.

The fiscal year of the Association shall end on the last day of September.

The Association shall have the right to retain all or any part of any securities or properties acquired by it and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors; provided, however, that no action shall be taken by or on behalf of the Association if such action would result in the denial of Federal tax exemption to the Association under Section 501(c)(3) of the Internal Revenue Code of 1986, or any successor provision or provisions thereto.

Notwithstanding any other provision of these Bylaws, no Director, officer, employee, agent or representative of this Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by any organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, or any successor provision or provisions thereof.

These Bylaws may be altered, amended, or repealed and new bylaws may be adopted by the affirmative vote of a majority of a quorum of the Members at any regular or special meeting of the Members.

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Board of Directors, committees, and sub-committees at the registered or principal office of the Association. All books and records of the Association may be inspected by a Director for any proper purpose at any reasonable time.

The Board of Directors, its officers and employees with significant decision making authority regarding the resources of the organization shall abide by the conflict of interest policy established by the Board.

The Association shall not discriminate on the basis of race, color, creed, sexual orientation, national origin, gender, religion or disability in its hiring and membership recruitment practices.

Section 19.1 DVA Headquarters Liaisons. The Chief Research and Development Officer of the DVA and the Chief Office of Academic Affiliations Officer (or individuals with equivalent DVA positions), or their designees subject to board approval, shall serve as liaisons between the Board of Directors and DVA Headquarters.

Section 19.2 DVA Liaison Participation in Meetings. The Chief Research and Development Officer of the DVA and the Chief Office of Academic Affiliations Officer (or individuals with equivalent DVA positions), or their designees subject to board approval, attend meetings of the Board of Directors in an advisory capacity.

The Association may be dissolved by a two-thirds vote of the members present at a meeting provided that such meeting was initially attended by a quorum, or by a majority plus one vote of the Board of Directors. Dissolution shall be accomplished in accordance with federal law and the statutes of the District of Columbia. After meeting any outstanding financial obligations of the Association, at the discretion of the Board of Directors the remaining assets of the Association shall be dispensed to a tax-exempt entity whose purposes are similar to the stated purposes of the Association.

Home | About NAVREF | Professional Development | Library | Advocacy | Legal Resources | For Clinical Research Sponsors

last updated: 01/31/08

©2008, National Association of Veterans' Research and Education Foundation.  All rights reserved.