NAMC Bylaws

The name of the organization shall be THE NATIONAL ASSOCIATION OF MEDICS AND CORPSMEN (hereinafter referred to as NAMC or The Association).

The organization may at its pleasure by a vote of the National Officers and Directors change its name.

The Association may receive and administer funds for fellowship, humanitarian, educational, and charitable purposes, within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986, and to that end, the Association is empowered to hold any property, or any undivided interest therein, without limitation as to amount or value; to dispose of principal or the income in such manner as, in the judgment of the Directors, will best promote the purposes of the Association, with limitation.

The following is the purpose for which the National Association of Medics and Corpsmen Association have been organized:

To conduct humanitarian, educational, fellowship, and charitable activities with specific objectives, not limited to, but shall include fostering communications, mutual support, and interaction between medics and corpsmen serving within all armed services within The United States and its territories.

Regular membership in the National Association of Medics and Corpsmen will be open to anyone who has served or is serving as a Medic or Corpsman (including all specialty positions, technicians, orderlies, etc.). Regular membership in NAMC is opened to all such persons whether they served in time of war or in peace time; in all wars and conflicts that the United States of America has been involved in; and all branches of the armed services (to include the U.S. Coast Guard). Regular membership is also open to Medics and Corpsmen who served as allies of the United States during any such war or conflict. Full membership status is also granted to all Nurses of the armed forces of the United States.

Associate membership will be granted to all physicians, physicians assistants, and nurse practitioners who have served or are presently serving in all branches of the armed services.

Section 4. Annual dues for NAMC shall be $20.00 (Twenty Dollars and no cents). Dues are to be paid on or before 1 February of each year. Life membership will be $150.00 (One Hundred Fifty Dollars and no cents) for those over the age of fifty-five years. Life membership for those under the age of fifty-five years will be $200.00 (Two Hundred Dollars and no cents). All 100% disabled Medics and Corpsmen shall be granted free Life membership upon submission of VA award letter. All dues are to be submitted to the National Adjutant.

Annual Meeting: The annual meeting of the National Officers and Directors (hereinafter referred to as The Directors of NAMC) shall be held on (first ) day of (May) each and every year except if such a day be a legal holiday, then and in that event, the National Executive Secretary shall fix the day but it shall not be more than two weeks from the fixed date by these by-laws.

Place of Meetings: Annual meetings of the Directors shall be held at any place within or without the State which has been designated from time to time by resolution of the Directors or by written consent of all the Board. Special meetings of the Directors may be held at any place so designated or at the principle office.

Special Meetings: Special meetings of the Directors for any purpose or purposes may be called at any time by the National Commander, the National Senior Vice Commander or any two Directors. Any meeting may be held by conference telephone or similar communication equipment to include on line computer communications such as "E-mail or chat room", providing a quorum is satisfied and those communications are duly recorded by the National Executive Secretary. At such special communication meetings all participating Directors shall be deemed to be present in person at such meetings.

Quorum: A majority of the authorized number of Directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a meeting duly held, at which a quorum is present, shall be regarded as the act of the Directors.

Notice: Written notice of the time and place of annual and special meetings shall be given to each Director by one of the following methods: (a) by personal delivery or written notice; (b) by first class mails; (c) by telephone communications; (d) by fax or computer e-mail communications. All such notices shall be given or sent to the Directors' address or electronic designation address. All written mailed notice shall be post marked at least one week (7 days) prior to the meeting held. In the case of electronic, telephonic, or computer notification,

Waiver of Notice: The transactions of any meeting of Directors, however called and notice given or wherever held, shall be as valid as though taken at a meeting duly held after regular notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.

Action Without Meeting: Any action required or permitted to be taken by the Directors under any provision of the Laws of The State of Washington, Nonprofit Regulations, may be taken without a meeting, if all members of the Directorship, individually or collectively, consent in writing to that action. Such action by written consent shall have the same force and effect as a unanimous vote of the Directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Association.

Adjournment: A majority of the Directors present, whether or not constituting a quorum, may adjourn any meeting to another stated time and place.

General corporate powers. Subject to the provisions of the Washington State Nonprofit Corporation Law and any limitations in the Articles of Incorporation and these bylaws, the business affairs of the Association shall be managed, and all corporate powers shall be exercised, by or under the direction of the Directors. Each Director shall have one vote as to each matter before the Directors.

Specific Powers. Without prejudice to these general powers, and subject to the same limitations, the Directors shall have the power to: Select and remove all officers, agents and employees of the Association; prescribe any powers and duties for them that are consistent with law, with the Articles of Incorporation, and with these bylaws; and fix their compensation. Change the principle executive office or the principle business office in the State of Washington from one location to another; and cause the Association to be qualified to do business in any other State, territory, dependency, or country and conduct business within or outside the State of Washington. Adopt, make and use Association seal; and alter the form of the seal.

Borrow money and incur indebtedness on behalf of the Association and cause to be executed and delivered for the Association's purposes, in the Association name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation, and other evidence of debt and securities.

The authorized number of Directors shall be eleven (11). They shall be designated as the National Commander, National Senior Vice Commander, National Junior Vice commander, National Executive Secretary, National Treasurer, National Quartermaster, National Chaplain, National Directors At Large five (5).

The Directors shall consist of persons who shall be elected at the annual meeting of the Directors or any adjournment thereof.

The persons qualified to serve as Directors shall be persons dedicated to the purposes of this Association.

An interested person is any person being compensated by the Association for services rendered to it within the previous 12 months, whether as full time or part time employee, independent contractor or otherwise, excluding any reasonable compensation paid to a Director as Director; and any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person. However, any violation of the provisions of this paragraph shall not affect the validity or enforceability of any transaction entered into by the Association.

Financial interest: a person has a financial interest if the person has, directly or indirectly, through business, investment or family or an ownership or investment interest in any entity with which the Association has a transaction or arrangement.

A compensation arrangement with the Association or with any entity or individual with which the Association or with any entity or individual with which the Association has a transaction or arrangement, or

A potential ownership or investment interest in, or compensation arrangement with any entity or individual with which the Association is negotiating a transaction or arrangement

(iii) (a) Compensation includes direct and indirect remuneration as well as gifts or favors that are substantial in nature.

A financial interest is not necessarily a conflict of interest. A person who has a financial interest may have a conflict of interest only if the appropriate Directorship or committee decides that a conflict of interest exists.

Conflict of Interest: In the event a conflict of interest arises, the following is to be adhered to :

Duty to disclose: in connection with any actual or possible conflict of interest, an interested person must disclose the existence of his/her financial interest and must be given the opportunity to disclose all material facts to the other directors and members of committee with Directorship delegated powers considering the proposed transaction or arrangement.

Determination whether a conflict of interest exist: after disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Director or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Directors or committee members shall decide if a conflict of interest exists.

(iii) (a) An interested person may make a presentation to the Directors or at the committee meeting but after such presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement that results in the conflict of interest.

(iii) (b) The disinterested members of the Directorship or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

(iii)( c) After exercising due diligence, the Directors or committee shall determine whether the Association can obtain a more advantageous transaction or arrangement with reasonable efforts from a person or entity that would not give rise to a conflict of interest.

(iii) (d) If a more advantageous transaction or arrangement is not reasonably attainable under circumstances that would not give rise to a conflict of interest, the Directors or committee shall determine by a majority vote of the disinterested Directors whether the transaction or arrangement is in the Association's best interest and for its own benefit and whether the transaction is fair and reasonable to the Association and shall make its decision as to whether to enter into the transaction or arrangement in conformity with such determination. Violation of conflict of interest is determined a

cause to believe that a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

(iv) (b) If, after hearing the response of the member and making such further investigation as may be warranted in the circumstances, the Directorship or committee determines that the member has in fact interest, it shall take appropriate disciplinary and corrective action. All proceedings with regards to possible or actual conflict of interest, findings and resolution will be duly recorded in the minutes of the Association.

The Directors shall be elected by vote of the general membership at each annual meeting of the Directors for terms as herein noted.

If any such annual meeting is not held, or the Directors are not elected thereat, the Directors may be elected at any special meeting held for that purpose. All Directors shall hold office until their respective successors are elected.

A vacancy in the Directors shall be deemed to exist in the case of death, resignation, or removal of any Director: the declaration of a vacancy of any Director who has been declared of unsound mind by a final order of court, or who has been convicted of a felony, or who has been found by a final judgment of any court to have breached any duty imposed under the Washington Nonprofit Corporation Law, any increase in the authorized number of Directors.

Except upon notice to the Attorney General of the State of Washington, no Director may resign where the Association would then be left without a duly elected Director or Directors in charge of its affairs. Otherwise, any Director may resign, which resignation shall be effective on giving written notice to The National Commander and the National Executive Secretary or the remaining Directors, unless the notice specifies a later time for the resignation to become effective. If the Directors accept the resignation of a Director tendered to take effect at a future time, the Directors shall have the power to elect a successor to take office when the resignation is to become effective.

Expenses incurred for Association activities by the Directors, consultants, committee members and other ancillary personnel, as may be determined by resolution of the Directors to be just and reasonable, will be reimbursed.

The Directors shall be as noted in Article V, Section 2 (a). One person may hold two or more offices as occasioned by vacancies within the Directorship, except that neither the National Executive Secretary nor the National Adjutant may serve concurrently as the National Commander. Each officer shall serve at the pleasure of the Directors

The Directors may appoint, or may authorize the National Commander to appoint subordinate officers as the business of the Association may require. Those offices may include but are not limited to, Committee Chairpersons, Certified Public Account, assistant to the National Executive Secretary or for any other officer as may be deemed necessary from time to time.

Any officer may be removed, either with or without cause, by a majority of the Directors in office at the time at any meeting of the Directors. Any subordinate officer appointed pursuant to the foregoing Section 2 may be removed, either with or without cause, by any officer upon such power of removal as may be conferred by the Directors.

National Commander: Subject to the control of the Directors and such supervisory powers, if any, as may be given by the Directors to the National Commander. The National Commander shall be by virtue of his office the Chief Executive Officer of the Association. The National Commander shall be the general manager of the Association and have day to day executive responsibilities of the operations of the Association. The National Commander shall preside at all meetings of the Directors. He shall sign and execute, on behalf of the Association and as its Chief Executive Officer, all bonds, deeds, contracts, and other instruments, which shall have been first duly authorized or approved by the Directors. The National Commander shall be one of the authorized signature officers for financial instruments of the Association. He shall construct and deliver to the General membership the Annual Report of Activities of the Association. The National Commander shall have other such powers and perform such other duties as may be prescribed from time to time by the Directors or these by laws.

National Senior Vice Commander shall perform the duties of the National Commander in the latter's absence or disability. In the event of the death, resignation, or permanent disability of the National Commander, the National Senior Vice Commander shall succeed to the office of National Commander and shall hold such office for the unexpired term of said deceased, resigned, or disabled National Commander. Subject to approval of the Directors, the National Senior Vice Commander shall have appointment powers, to committees that may be authorized from time to time by the Directors. The National Senior Vice Commander shall serve as the Chairman of the Membership Development Committee. The National Senior Vice Commander shall have such other powers and perform other duties as may be prescribed from time to time by the Directors or by these by laws.

National Junior Vice Commander: Shall perform the duties of the National Senior Vice Commander in the latter's absence or disability. In the event of the death, resignation or permanent disability of the National Senior Vice Commander, the National Junior Vice Commander shall succeed to the office of the National Senior Vice Commander and shall hold this office for the unexpired term of said deceased, resigned or disabled National Senior Vice Commander. Subject to the approval of the Directors, the National Junior Vice Commander shall have appointment powers, to committees, that may be authorized from time to time by the Directors. The National Junior Vice Commander shall serve as the chairman of the Special Projects Committee. The National Junior Vice Commander shall have such other powers and perform other duties as may be prescribed from time to time by the Directors or by these by-laws.

The National Executive Secretary: Shall execute such contracts and other documents on behalf of the Association as may be authorized or directed by the Directors from time to time. The National Executive Secretary shall prepare and keep at the principal office or such other place as the Directors may order, the Book of Minutes of all meetings of the Directors, official instruments of incorporation, federal and state certificates, and all other manner of required documents for normal operation of the Association. The National Executive Secretary is responsible for all other activities, the health and well being of the principle office and supervision of subordinate staff. The National Executive Secretary shall serve as the Legal Registered Agent of the Association. He shall cause all notification of meetings and keep records of activities of committees as needed. The National Executive Secretary shall be one of the authorized financial instrument signatures. He shall serve as Chairman of the Education and Endowment Committee. He shall have such other powers and perform such other duties as may be prescribed from time to time by the Directors and these by laws.

The National Treasurer: Shall keep and maintain adequate and correct books and records of accounts of the properties, banking activities, and business transactions of the Association. He shall be one of the authorized financial instrument signatures. The National Treasurer shall be responsible for construction and delivery of the annual financial report to the Directors. Upon the approval of the Directors, the National Treasurer is authorized to consult with investment and other financial management consultants from time to time. The National Treasurer shall prepare or cause to be prepared all required reporting to the Internal Revenue Service and other local and state governments. He will maintain all documents pertinent to Federal, State and Local taxes in an orderly file with appropriate archiving. He shall assist the National Commander in the construction of the Annual Report of Activities of the Association. He shall serve as a member of the Financial Feasibility Review Committee. He shall have other powers and perform other duties as prescribed from time to time by the Directors and these By-Laws.

The National Quartermaster: Shall perform the duties of the general supply and procurement officer for the National Association. He shall order, keep in stock, sell and ship to the appropriate subsidiaries and general membership NAMC emblems, membership materials, and associated dry goods of the Association. The National Quartermaster shall cause appropriate records of stock and sales to be kept. He shall submit in written form all stock levels and revenue from sales for NAMC materials to the National Adjutant on a quarterly basis. The National Quartermaster shall routinely and in a timely manner, submit revenues received from sales of membership materials to the National Adjutant for appropriate deposit to the Association's banking system. The National Quartermaster shall be the chairman of the Membership Benefits Committee. He shall have such other powers and perform such other duties as may be prescribed from time to time by the Directors and these by laws.

The National Chaplain: Shall provide spiritual guidance to the Association and shall act as historian and public information officer for the Directors and the Association. He shall be called upon from time to time to present, address and comment to public entities on the activities of the Association. The National Chaplain shall have such other powers and perform such other duties as may be prescribed from time to time by the Directors and these by laws.

National Director At Large: of which there shall be five (5). The Directors at Large shall be without portfolio except for one (1). The first National Director at Large shall also serve as the Chairman of the Financial Feasibility Committee. Each Director At Large shall have such other powers and perform such other duties as may be prescribed from time to time by the Directors and these by laws.

The Directors may, by resolution, adopted by a majority of the Directors then in office, designate one or more committees to serve at the pleasure of the Directors. The Directors authorizes the five Standing Committees to be:

Any Committee, to the extent provided in the resolution of the Directors, shall have the authority of the Directors, except that no Committee regardless of Director resolution or Director member on the Committee may:

A) Fill vacancies of the Directors, or on any committee that has authority of the Directors.

E) Expend any corporate funds without written prior approval of the Directors or powers specifically approved for expenditure of funds as prescribed in resolution concerning the activity of the Committee duly approved by the Directors.

F) Enter into contractual agreements, incur debt or promise any financial compensation to any party.

Other Committees may be appointed by resolution of the Directors from time to time. The Chairman of these other committees shall be appointed by the National Commander and the term of office shall be one year or less if sooner terminated by action of the Directors.

The Committees may at its own desecration call and hold meetings. The Committee may appoint officers to the Committee except the Chairman of the Committee. Minutes of activities shall be reported to the National Executive Secretary in a timely manner to allow proper consideration of committee activities and or recommendations to the Directors.

The Directors shall hire and fix compensation of any and all employees, which they in their discretion may determine to be necessary for the conduct of the business of the organization.

For the purpose of this Article: " agent" means any person who is or was a director, officer, employee, or other agent of this Association, or is or was serving at the request of this Association 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 this Association 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, all attorney's fees, costs, and any other expenses incurred in the defense of any claims or proceedings against an agent by reason of his position or relationship as agent and all attorney's fees, costs, and other expenses incurred in establishing a right to indemnification under this Article.

To the extent that an agent of this Association has been successful on the merits in the defense of any proceeding referred to in this Article, or in the defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection with the claim. If an agent either settles any such claim or sustains a judgment rendered against him, then the provisions of section 3 through 5 shall determine whether the agent is entitled to indemnification.

If any agent settles or otherwise disposes of a threatened or pending action brought by or on behalf of this Association, with or without court approval, the agent shall receive no indemnification for either amounts paid pursuant to the terms of the settlement or other disposition or for any expenses incurred in defending against the proceeding, unless it is settled with the approval of the Attorney General.

This Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action brought by or on behalf of this Association by reason of the fact that the person is or was an agent of this Association, for all expenses actually and reasonably incurred in connection with the defense of that action, provided that both of the following are met:

The determination of good faith conduct required by Section 5, below, must be made in the manner provided for in that Section; and Upon application, the court in which the action was brought must determine that, in view of all of the circumstances of the case, the agent should be entitled to indemnity for the expenses incurred. If the agent is found to be so entitled, the court shall determine the appropriate amount of expenses to be reimbursed.

The indemnification granted to an agent in Section 3 and Section 4 above is conditioned on the following:

Required Standard of Conduct. The agent seeking reimbursement must be found, in the manner provided below, to have acted in good faith, in a manner he believed to be in the best interest of this Association, and with such care, including reasonable inquiry, as an ordinarily prudent person in a like position would use in similar circumstances. The termination of any proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendre or its equivalent shall not, of itself, create a presumption that the person did not act in good faith or in a manner which he reasonably believed to be in the best interest of this Association or that he had reasonable cause to believe that his conduct was unlawful. In the case of a criminal proceeding, the person must have had no reasonable cause to believe that his conduct was unlawful.

Manner of Determination of Good Faith Conduct. The determination that the agent did act in a manner complying with Paragraph (a) above shall be made by: the Directors by a majority vote of a quorum consisting of directors who are not parties to the proceeding; or the court in which the proceeding is or was pending. Such determination may be made on application brought by this Association or the agent or the attorney or other person rendering a defense to the agent, whether or not the application by the agent, attorney, or other person is opposed by this Association.

No indemnification or advance shall be made under this Article, except as provided in Section 2 or Section 5 (b) (ii), in any circumstance when it appears that:

The indemnification or advance would be inconsistent with a provision of the articles of incorporation 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 The indemnification would be inconsistent with any condition expressly imposed by a court in approving a settlement.

Expenses incurred in defending any proceeding may be advanced by this Association before the final disposition of the proceeding on receipt of an undertaking by or on behalf of the agent to repay the amount of the advance unless it is determined ultimately that the agent is entitled to be indemnified as authorized in this Article.

Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers of this Association, or any subsidiary hereof, may be entitled by contract or otherwise.

Section 9. INSURANCE. The Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the Association against any liability other than for violating provisions against self-dealing asserted against or incurred by the agent in such capacity or arising out of the agent's status as such, whether or not this Association would have the power to indemnify the agent against that liability under the provisions of this Section.

Minutes in written form of the proceedings of its Directors and Committees of the Association; and

All such records shall be kept at the Association's principal executive office, or if its principal executive office is not in the State of Vermont, at its principal business office in this state

Unless the context requires otherwise, the general provisions, rules of construction, and definitions in the Washington Nonprofit Corporation Law shall govern the construction of these bylaws. Without limiting the generality of the above, the masculine gender includes the feminine and neuter, the singular number includes the plural, the plural number includes the singular, and the term "person" includes a natural person, corporation, partnership, joint venture, trust, or other entity.

New bylaws may be adopted or these bylaws may be amended or repealed by the vote of a majority of the directors present at a meeting duly held at which a quorum is present or by the written assent of all directors, except as otherwise provided by law or by the Articles of Incorporation.

Whenever an amendment of new bylaw is adopted, it shall be inserted in the original bylaws in the appropriate place. If any bylaw is repealed, the fact of repeal and the date of the meeting at which the repeal was enacted or the date the written consent was effective shall be stated in the original bylaws.

Except as may be otherwise expressly provided in these bylaws, no bond, mortgage, deed or other written instrument usually under seal, made by any person or persons on behalf of the Association in its name, shall be binding upon it unless the same, in each instance, shall have been made under authority of the Directors or shall have been made pursuant to power especially delegated by the Directors.

The National Commander and the National Executive Secretary, subject to the approval of the Directors, of this Association are authorized to vote, represent and exercise on behalf of this Association all rights incident to any and all shares of any other corporation or corporations standing in the name of this Association. The authority herein granted to such officers to vote or represent on behalf of this Association any and all shares held by this Association may be exercised either by such officers in person or by any person authorized so to do by proxy or by power of attorney duly executed by such officers.

If by action of the Board of Directors of the Association, it is voted and carried by the remaining Directors that Dissolution of the Association is the action required and the activities of the Association must come to and end; then any remaining funds, assets, property, or other material holdings shall be distributed to any other 501 (c)(3) corporation the Directors choose. This dissolution shall come under the direction of the Laws and directives of the Not for Profit organization for Dissolution of the State of Washington.