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AnyVeteran.org
The website of Florida Veterans Programs and Projects, Inc.

AnyVeteran.org

The website of Florida Veterans Programs and Projects, Inc.


Florida Veterans Programs and Projects, Inc.

Officers:

Michael Rothfeld - President/Treasurer

For thirty five years, Michael was a high school Special Education teacher and supervisor in Brooklyn. He holds Masters Degrees in Special Education and American History. Michael’s interest in history led him to conceive and produce a documentary about the World War Two veterans of Coquina Crossing, the community where he resides. “I realized that the stories of these veterans were in danger of being lost, so I decided to have them recorded.” The documentary, titled Serve and Protect, led to spin-offs: an epic 2007 Veterans Day Show in St. Augustine, the WJCT-TV produced War Stories of the First Coast, and ultimately AnyVeteran.org and FVPPI. Michael is currently producing a documentary about veterans of the Korean War which will be completed early in 2009. You can read Michael's acccount of how all this started, here.



Jack Ernissee - Vice President
served 1960-1965 USAF Missile Systems 
 
Being a Veteran is something special and impossible to explain to a non-veteran. Veterans share a common bond that lasts a lifetime. I enjoyed my time in service and would do it again in a heartbeat.

I also know what those in combat have gone through. I have a great deal of respect and admiration for that special group of veterans. I want to do what I can to help those who have served and those who are currently serving. I will continue to help by sending much needed items to those stationed in Iraq and Afghanistan. I know how much it means to receive a package from home or from someone who cares enough to take the time to do so. I am especially saddened to see what often happens to both men and women after they come home from a war zone. Many will suffer from Post Traumatic Stress Syndrome caused by the awful things they saw and were asked to do. Some will come home permanently disabled and will have a difficult time trying to fit back into society. Therefore I am doing my small part to help homeless and disadvantaged veterans here in St. Johns County, Florida. It’s the least I can do for all they have done.



Harry Manford - Secretary

A native of Cincinnati, Ohio, who after high school enlisted into the U.S. Marine Corps. After the Marines, achieved a bachelor from Indiana State University and subsequently a master from the University of Detroit. Career includes that of a senior bank officer, chief executive of a nationwide firm, and entrepreneur founding two successful businesses. My Vietnam experience formed the deep regard and devotion I have for all veterans. In their own humble way, these warriors constantly show their love and compassion for their fellow vet and this great nation. If there’s anything I can do to promote the cause of a veteran, I want to help. Harry is founder and past Commander of the Coquina Veterans.






Directors -




Michael Isam

I am a Disabled Vietnam veteran.  I had no idea where my getting involved with Veteran’s issues would take me and I’m still not sure.  But I have had one heck of a ride.  I know one thing for sure, I’m going to do everything I can to insure the men and women who are fighting today will not be shunted aside and forgotten.

I began to get involved in Veterans issues several years ago when I filed a claim for my hearing loss.  I became a life member in the DAV and consequently the adjutant for about 6 years.  I also served as Chapter Commander for 2 years and District Commander for 1 year.  I was the founding secretary of the Veterans Council of St. Johns County and filled that post for 7 years.  I am currently secretary of VETS4VETS, a Florida Not-For-Profit organization to assist homeless and in-distress veterans.

I have moderated an e-mail service for veterans for several years.  I am in contact with the VA, the House and Senate Armed Services committees, Florida Department of Veterans Affairs, Association of the U.S. Army, Military Officers Association of America, National Association for Uniformed Services and others.

I write 90 percent of the press releases for veterans support organizations and active duty support organizations in St. Johns County.  I also write articles on veterans events and provide the pictures via my photography business.

I’m currently attending St. Johns River Community College as I have begun my journey to obtain my B. A. in Communications from Flagler College.  I’m attending with help from the VA Vocational Rehabilitation program.


Steve Voguit

Steve G. Voguit is Instructor of History and Geography at Flagler College. He enjoyed a thirty year career in public education as a social studies teacher, coach, and department chairman. He received a Masters in Education from Millersville University of Pennsylvania and taught in the southeastern region of that state. While in Pennsylvania Mr. Voguit also taught as an adjunct member of the faculty at Alvernia College and was for a short time an administrator at Reading Area Community College. Mr. Voguit continues his career at Flagler College by teaching American History and Geography. He was twice nominated for the Pennsylvania Teacher of the Year, has won numerous awards for his teaching, and is in Who’s Who among American College Teachers. Since coming to Flagler College he was awarded the outstanding educator award by the Flagler College chapter of Kappa Delta Pi and has won the Faculty Member of the Year Award from the Flagler College Student Government Association three times in 2006, 2007, and 2008. Mr. Voguit also serves Flagler College as the NCAA Faculty Athletics Representative.


Renie Lyniuk

















Ray Quinn

Sergeant Major Quinn served more than thirty years in the Florida Army National Guard. His experience includes twenty years as an infantry soldier, First Sergeant, Operations Sergeant and Personnel Noncommissioned Officer. After retiring he served on the staff of the Adjutant General of Florida as the Director of Executive Services. In that capacity he was responsible for military protocol for the Department of Military Affairs and the Florida National Guard. His duties in that capacity included planning and execuition of departure and welcome home ceremonies for units mobilized for Operation Iraqi Freedom and Operation Enduring Freedom. He also coordinated military honors for Soldiers that gave their lives in service to their state and nation. After forty-two years of service to the military he now volunteers his services to several military related organizations. He states he is proud to be a part of this organization and the patriotic citizens of our community.


James Vanairsdale

Jim Vanairsdale was born in 1929 at a US Forest Service Ranger Station in northern Idaho.  Upon graduation from Holy Cross College in 1951 he was commissioned a Second Lieutenant in the US Marine Corps and spent most of 1952 in Korea.  Following his return he met, wooed and wed Mary Claire Haynie of Magnolia, Mississippi.   Mary Claire, his companion and coconspirator for 56 years, necessarily carried much of the load in raising their three boys and then spent a second career as teacher for thirty years in the local public school system.  She, an Army Brat and Belle of the Old South, is the love of Jim’s life.  They have two grandchildren.

Jim’s20 years in the Marine Corps included combat in Korea and Vietnam.  In Korea he was first a rifle platoon leader and later a rifle company executive officer.   In May 1952 as Platoon Leader he lead what the Marine Corps Gazette described as “a pre-eminently successful night raid” against Chinese positions  “depending a great deal on teamwork and spirit”.  To his great pride he lost no Marines that night.

Jim retired from the Corps in 1971 and spent a number of years in data processing as Director of Management Information Systems. 

Jim’s education includes:

    BS in Chemistry from Holy Cross College
    MS in Information Technology from George Washington U.
    BA in International Studies from U. of North Florida



Earl Kidwell



















Mission Statement:

The mission and purpose of Veterans Programs & Projects, Inc. is to Educate the public about veterans matters through educational and historical programs & projects such as documentaries and classroom programs. It shall support offshore U.S. Armed Forces personnel with personal supplies through programs like but not limited to AnySoldier and offer scholarships to qualified children of offshore veterans of U.S. Armed Forces. We will work to help and support local veterans groups with like goals.

FVPPI is eligible to accept charitable donations - Registration Number. CH26592

A COPY OF THE OFFICIAL REGISTRATION AND FINANCIAL INFORMATION MAY BE OBTAINED FROM THE DIVISION OF CONSUMER SERVICES BY CALLING TOLL-FREE (800) 435-7353) WITHIN THE STATE. REGISTRATION DOES NOT IMPLY ENDORSEMENT, APPROVAL, OR RECOMMENDATION BY THE STATE


ByLaws:

 
CORPORATE BYLAWS                Dec. 10, 2008
Florida Veterans Programs & Projects, Inc. aka (FVPPI)
(A Florida Not For Profit Corporation)

ARTICLE 1
PURPOSE
Mission Statement: The mission and purpose of Veterans Programs & Projects, Inc. is to educate the public about veterans' matters through educational and historical programs & projects such as documentaries and classroom programs. It shall support offshore U.S. Armed Forces personnel with personal supplies and offer scholarships to qualified children of offshore veterans of U.S. Armed Forces. We will work to help and support local veterans groups with like goals

ARTICLE 2
IDENTIFICATION

SECTION 2.01.  Name.  The name of the corporation is Florida Veterans Programs & Projects, Inc. aka FVPPI.

SECTION 2.02.  Statutory Office.  The statutory office of the corporation shall be located at: 4905 Los Altos Circle, Elkton FL 32033. The Resident Agent of the corporation at that address is Michael Rothfeld

SECTION 2.03.  Other Offices.  The Board of Directors may establish other offices  within the State of Florida, for the transaction of business from time to time and at any time.

ARTICLE III
CAPITAL STOCK

SECTION 3.01.  This is a non-profit corporation and there is no capital stock.


ARTICLE IV
THE BOARD OF DIRECTORS

SECTION 4.01.  Existence and Qualification.  The business and affairs of the corporation shall be managed by a Board of Directors, each of whom shall be an adult, over the age of twenty-one years and a full time resident of the State of Florida.

SECTION 4.02.  Number.  The initial number of the Directors shall be at least nine (9).  The members of the governing Board of the Corporation shall be not less than nine (9), and may be increased to more than nine by a majority vote of the Board of Directors.  If in the event the Board of Directors is comprised of eight or less members, then and in that event, an additional director(s) may be elected or appointed upon the vote of a quorum of the existing directors. The total number of Directors shall always be an odd number.

SECTION 4.03.  Election.  Members of the initial Board of Directors shall hold office until the first annual meeting and until their successors shall have been elected and qualified.  At the first annual meeting and each successive annual meeting thereafter, the Board may elect Directors to hold office until the next succeeding annual meeting.  Each such Director shall hold office for the term for which he/she is elected or appointed and until his/her successor shall be elected and qualified.  Failure to hold an annual meeting in any year shall not necessitate a forfeiture or dissolution of the current Board of Directors, nor affect the status of any director.

SECTION 4.04.  Removal.  Members of the Board of Directors may remove another Director or Officer during a regular or special meeting that has been duly noticed, for the following reasons by a majority vote of a quorum:
1.  Director/Officer is engaging in criminal and/or fraudulent acts in the name of the Corporation.

    2.  Director/Officer commits theft of corporate property.

3.  Directors/Officer fails to serve the Corporation in the capacity for which he/she was elected to serve.

    4.  Conviction of a felony during the tenure of his/her service.

Other acts which could be construed to be consciously and purposefully harmful to the on-going business operations of the Corporation.

Failure to attend 3 consecutive properly noticed Board meetings without prior notification

SECTION 4.05.  Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of (i) the remaining Directors if a quorum is present and the meeting has been properly noticed, or (ii) at any annual or special meeting.  A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.

SECTION 4.06.  Place of Meeting.  Meetings of the Board of Directors whether annual, regular, or special must be held within the State of Florida, as specified in the notice to directors.

SECTION 4.07.  Annual Meeting.  The Board of Directors shall meet for the purpose of organization, election of officers, and transaction of any other business that may be brought before the meeting.  No notice of any kind to either the old or new directors of the Board of Directors shall be required for this annual meeting which shall be held on the second Monday in January of each and every year hereafter.

SECTION 4.08.  Called Meetings.  Meetings of the Board of Directors may be called as determined by the business to be conducted per notice, or at some consistent predetermined time and place.  All corporate business may be transacted at any called meeting which has been duly noticed to directors and a written record of all action taken be placed in the files of the corporation.

SECTION 4.09.  Special Meetings.  Other meetings of the Board of Directors may be called by the Board of Directors, or by the Corporate President with a 48 hour written notice.

SECTION 4.10.  Quorum.  The attendance of a majority of the number of Directors at a meeting of the Board of Directors shall (1) constitute a quorum at the meeting and (2) be necessary and sufficient for the transaction of business properly brought before the meeting.  Directors present at a duly noticed meeting at which a quorum was initially present may continue to conduct business until adjournment notwithstanding the subsequent withdrawal of sufficient Directors to continue to constitute a quorum.  Directors may attend and participate in a meeting of the Board either by (i) actual presence in person or (ii) by personal use of a conference telephone network or similar communication method whereby all persons participating can hear each other, or be advised of the business discussion in such manner that he/she can be fully advised and informed.  A director may not attend or participate in any meeting of the Board of Directors by or through a proxy.

SECTION 4.11.  Voting.  Each Director shall be entitled to one (1) vote on each matter requiring a vote of the Board of Directors, which vote he/she alone can cast.  At a meeting of the Board of Directors at which a quorum is, or was initially, present, the vote of a majority of the Directors shall be necessary and sufficient for the passage of any matter duly presented for vote to the Directors. 

SECTION 4.12  Conduct and Order of Business.  The meetings of the Board of Directors shall be conducted substantially in accordance with the procedures recommended by New Robert's Rules of Order.

SECTION 4.13.  Expense Reimbursement.  The Directors shall be entitled to reimbursement of expenses reasonably incurred or advanced on behalf of the Corporation, subject to the review and approval of the Board of Directors of the nature and amount of such expenditures.

SECTION 4.14.  Loans.  The Board of Directors shall have the following power with respect to the lending of corporate funds:

    (a)  Loans of Funds, Generally:  To lend money in furtherance of any of the purposes of the Corporation; to invest the funds of the Corporation from time to time; and to take and hold any property or security for the payment of funds so loaned or invested..

    (b)  Loans to Directors, Officers, Employees:  Loans are prohibited.


ARTICLE V
THE OFFICERS

SECTION 5.01.  Officers.  The officers of the corporation shall consist of a Chairman of the Board/President, Vice President, Secretary, Treasurer, and such other officers and assistant officers and agents as may be deemed necessary or appropriate by the Board of Directors.  Any two or more offices but no more than two may be held by the same person. Officers are Directors of the Corporation.

SECTION 5.02.  Vacancies.  Whenever any vacancy shall occur in any office by death, resignation, removal, or increase in the number of offices of the Corporation or otherwise, the same shall be filled by the Board of Directors and each such officer appointed shall hold office at the will and consent of the Board of Directors.  Reasons for removal are as stated in Section 4.04.

SECTION 5.03.  The President.  Such officer shall preside at all meetings of the Board of Directors and unless otherwise approved by the Board of Directors at meetings, and shall perform such other duties as from time to time may be assigned to him/her by the Board.

SECTION 5.04.  The President.  The President shall:

    (a)  Be the chief executive officer of the Corporation and have and perform the general powers and duties of management usually vested in such office.

    (b)  Have and perform such other powers and duties as the Board of Directors may designate for the President.

    (c)  Have such other powers and duties relating to the corporate affairs to oversee the duties of corporate employees.

     (d)  Execute all contract and documents authorized by the Board of Directors.

SECTION 5.05.  The Vice-President.  The Vice-President, shall:

    (a)  Have and perform all duties incumbent upon the President during the absence or disability of the President.

    (b)  Have and perform other such duties as may from time to time be assigned to such office by the President or the Board of Directors.

SECTION 5.06.  The Secretary.  The Secretary shall:

    (a)  Attend all meetings of the Board of Directors, and any committee thereof, and keep a true and complete record of the proceedings of such meetings.

    (b)  Be custodian of the records of the Corporation.

    (c)  Affix his/her signature to all duly authorized corporate documents as required.

    (d)  Give or cause to be given all notices of meetings of the Board of Directors of the Corporation as well as all other notices authorized or required to be given on behalf of the Corporation.  If the Secretary should be unable to give notice for any reason, then any Director may cause a notice to be given.

    (e)  Have and perform such other powers and duties relating to the Corporation's affairs as are usually incident to the Office of Secretary.

    (f)  Have and perform such other duties as may from time to time be assigned to him/her by the Board of Directors.

SECTION 5.07.  The Treasurer.  The Treasurer shall:

    (a)  Have the custody of the corporate financial records, books of account, inventories and valuables, and corporate funds as designated by the Board of Directors. 

    (b)  Keep full and accurate account of receipts and disbursements in the books belonging to the Corporation or its subsidiaries, and provide proper accounting and oversee such procedures for financial control as designated by the Board of Directors.

    (c)  Promptly deposit all moneys and other credits coming into his/her possession in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors.

    (d)  Disburse the funds of the corporation as may be ordered by the President or by the Board of Directors.

    (e)  Render to the Board of Directors at a properly called meeting or whenever requested, an account of all his/her transactions and of the financial condition of the Corporation.

    (f)  If required by the Board of Directors, give the Corporation, at its own expense, a bond for the faithful discharge of duties in such amount and with such surety as the Board of Directors shall prescribe.

    (g)  Have and perform such other powers and duties relating to the Corporation's affairs as are usually incident to the office of Treasurer.

Have and perform such other duties as may from time to time be assigned to him/her by the Board of Directors.

The President shall select a member of the Board of Directors to initiate an annual audit  by a disinterested outside third party.

SECTION 5.08.  Assistants.  Assistant Secretaries or Chief Financial Officers or Assistant Treasurers, if any, shall be appointed and shall perform such powers and duties as shall be assigned to them, respectively, by the Board of Directors.


SECTION 5.09.  Transfer of Authority.  In case of the absence of any officer of the Corporation, or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may transfer the powers or duties of that officer to any other officer, or to any director, or any employee of the Corporation.


ARTICLE VI
CONTRACTS, DEPOSITS AND DISBURSEMENTS

SECTION 6.01.  Contracts.  The Board of Directors may authorize any officer or officers as agents of the Corporation, in addition to the officers so authorized by the Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation and such authority may be general or confined to specific instances.

SECTION 6.02.  Deposits.  All funds of the Corporation shall be deposited as soon as practicable to the credit of the Corporation in such banks, or other depositaries, as the Board of Directors may determine from time to time.

SECTION 6.03.  Disbursements.  All checks, drafts, or orders for the payment of money, the issuance of notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation, and in such manner as shall be determined by the Board of Directors from time to time. Amounts disbursed in excess of $ 250.00 require two signatures.

ARTICLE VII
BOOKS AND RECORDS

SECTION 7.01.  Books and Records.  At such office as determined by the Board of Directors, the Corporation shall maintain (i) correct and complete books and records of account; (ii) minutes of the proceedings of its Board of Directors; (iii) certified copies of the Articles of Incorporation, any amendments thereto, and the Bylaws and any amendments or additions thereto; (iv) copies of other corporate records.  Any of these items may from time to time be  reviewed by Directors or officers charged with their custody or maintenance for updating or other proper corporate use or purpose in the presence of the Secretary where the Books are kept. The Board of Directors may designate some corporate information as confidential.

SECTION 7.02  All financial records and meeting minutes are open for inspection to the public. Please call 904-829-0381 during normal business hours to request an appointment.


ARTICLE VIII
COMMITTEES

SECTION 8.01.  Committees.

    (a) Establishment and Powers.  The Directors may establish one or more committees and delegate to each such committee such of the powers of the Directors as may be designated in the resolution establishing such committee.

    (b) Term.  A committee shall serve at the pleasure of a majority of the Board of Directors.  The Directors may designate any committee or amend its powers at any time and from time to time and with or without notice and with or without cause.

    (c) Members.  A committee of the Board of Directors may have members who are not Directors


ARTICLE IV
CONTRACTS AND CONVEYANCES

SECTION 9.01.  Contracts and Conveyances.  No contract, conveyance or other transaction between the Corporation and any other person shall be impaired, affected or invalidated, nor shall any Director or officer be personally liable on such a contract, conveyance or such transaction, because one or more Directors or one or more officers is a party to such a contract, conveyance or other transaction or interested therein, directly or indirectly, nor if such interested Director participated in the meeting at which such contract, conveyance or other transaction was discussed or authorized, if all pertinent and relevant facts of such interest shall have been disclosed to the Directors.  Such disclosure shall be made prior to the time the Directors authorize such contract, conveyance or other transaction; provided, however, that the Directors may ratify any such contract, conveyance or other transaction at any time, and at a time subsequent to the decision.

ARTICLE X
CERTAIN CLAIMS OF THE CORPORATION

SECTION 10.01.  Exclusive Remedy.  No individual person shall commence an action, suit or proceeding of any nature in, or purportedly in, the name of, or on behalf of, the Corporation unless such person shall have first requested or demanded in writing that the Corporation commence such action, suit or proceeding and otherwise fully complied with this Article IX.

SECTION 10.02.  Discretion of the Board of Directors.  If any person should request or demand in writing that the Corporation commence or defend any action, suit or proceeding of any kind and in any forum to vindicate or pursue any claims or defense in the right of, on behalf of, or in the name of the Corporation against any person whatsoever, the Board of Directors may consider such request or demand at the meeting at which it received such demand or request or at it's next meeting, whether special, scheduled or called for that purpose.  At any such meeting, the Directors shall consider, in good faith and as fiduciaries to the Corporation, if it is in the best interests of the Corporation to commence or defend the action, suit or proceeding, the person making such request or demand shall thereafter be forever barred from commencing or defending any such action, suit or proceeding in the right of, or on behalf of, or in the name of, the Corporation. This in no way will limit the Board of Director's right to remove a Director or Officer for cause as set forth in Article 3.04 as previously stated.

SECTION 10.03.  Independent Advice.  The Directors may submit the consideration of such demand or request to such independent and qualified counsel or advisors as a majority of the duly elected Directors of the Corporation shall determine.  The Board of Directors may seek legal advice on behalf of the Corporation from time to time as necessary in the conduct of it's business.

 
ARTICLE XI
INDEMNIFICATION

SECTION 11.01.  General.  The Corporation shall indemnify any person who is or was a party to, or is threatened to be made a party to, any threatened, pending or completed legal, equitable, bankruptcy, arbitration or administrative action, suit or proceeding, whether civil, criminal or administrative, except an action by, or in the right of the Corporation, because such person is or was or intends to become a Director, officer, employee, agent or attorney of another person at the request of the Corporation, against all loss, cost, damage and expense, including, but not limited to, attorneys' fees and litigation expenses, judgments, awards, fines and amounts paid in settlement, which such person shall actually and reasonably incur or might be legally obligated to pay in connection with such action, suit or proceeding if such person acted in good faith and in a manner which he/she reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, he/she had no reasonable cause to believe his/her conduct was unlawful.  The termination of any such action, suit or proceeding in favor of such person shall be conclusive evidence that such person acted in good faith and in a manner which he/she reasonably believed to be in, or not opposed to, the best interests of the Corporation.  The termination of any such action by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent adverse to the person seeking indemnification shall not, by itself, create a presumption that such person did not act in good faith or in a manner which he did not reasonably believe to be in, or not opposed to, the best interests of the Corporation or with respect to any criminal action or proceeding, did not have reasonable cause to believe that his/her conduct was unlawful.

SECTION 11.02.  Limitation.  Section 11.01 shall apply with the following limitation:
No indemnity shall be paid under this said Section, however, if the person seeking indemnity shall have been adjudged liable for intentional fraud or wrongdoing, unless a court of competent jurisdiction shall find, despite the adjudication of liability, that under all the facts and circumstances, that the person seeking indemnity is justly and equitably entitled to receive such indemnity or a portion thereof.

SECTION 11.03.  Insurance.  The Corporation may purchase and maintain insurance on behalf of any person who might be entitled to indemnity from the Corporation under this Article XI or otherwise.  Such insurance may provide coverage under circumstances which would preclude the payment of indemnity.

SECTION 11.04.  Additional Powers.  The Directors may, from time to time and at any time and either generally or specially, limit, restrict, expand or prescribe the applicability of this Article XI; provided, however, that no action of the Directors shall invalidate nor adversely affect a right to indemnity already in force with respect to a particular person or as to a particular transaction.

 
ARTICLE XII
FISCAL YEAR
 
SECTION 12.01.  Reports.  The Directors shall prepare and present to the corporation at or before the annual meeting of the corporation a statement of the business affairs and financial condition of the Corporation.

SECTION 12.02.  Fiscal Year.  The fiscal year of the Corporation shall end on December 31, and begin on January 1.

ARTICLE XIII
CONSTRUCTION

SECTION 13.01.  Amendments.  The Bylaws may be altered, amended, reaffirmed or repealed, and a new Code of Bylaws adopted by (i) the vote of a majority of the Board of Directors of the Corporation at a duly held meeting, (ii) or by the consent of a majority of the Directors in writing or via e-mail correspondence.

SECTION 13.02.  Primacy of Applicable Law.  If any provision of these Bylaws is in conflict with any mandatory requirement of applicable law, then these By Laws are to be interpreted and applied pursuant to the laws of the State of Florida.

SECTION 13.03.  Primacy of Articles of Incorporation.  If any provision of these Bylaws is in conflict with any Article of the Articles of Incorporation, or any amendment thereto, then the Articles of Incorporation shall govern.

SECTION 13.04.  Rules.  These Bylaws shall be liberally construed to effectuate the efficient, speeds and inexpensive governance of the affairs of the Corporation and the protection of stockholders.  No informality of expression, or failure to include an item within a list of similar items shall be construed to the detriment of the Corporation or its stockholders, officers and Directors.

SECTION 13.05.  Scope.  The Bylaws, or any amendments or changes thereto, may contain any provision for the regulation and management of the affairs of the Corporation not prohibited by law or the Articles of Incorporation.


ARTICLE XIV
BY LAWS AMENDMENTS

SECTION 14.01 By Laws Amendments These By Laws may be amended by a simple majority vote of the Board of Directors.

ARTICLE XV
SEVERABILITY

SECTION 15.01 Severance Clause. If any provision or provisions of these ByLaws shall be held invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.


ARTICLE XVI
DISSOLUTION
SECTION 16.01 In the event of dissolution of the FVPPI, the net assets are to be distributed as follows:
Upon the conclusion and dissolution of the FVPPI, having satisfied all financial obligations of the FVPPI, all remaining assets shall be distributed to organizations chartered to aide in the betterment of FVPPI. Said organizations shall have proven their tax-exempt status under Title 26 USC 501(c) (3) or 501(c) (19) of the Internal Revenue Code. Should no such organization exist, the assets shall be distributed to not-for-profit funds, foundations or corporations which are organized and operated exclusively for the benefit of veterans, having established tax exempt status under Title 26 USC 501(c)(3) or 501(c)(19) of the Internal Revenue Code.


APPENDIX 1
CONFLICT OF INTEREST POLICY

SECTION 1. PURPOSE:
FVPPI is a nonprofit, tax-exempt organization. Maintenance of its tax-exempt status is important both for its continued financial stability and for public support. Therefore, the IRS as well as state regulatory and tax officials view the operations of  FVPPI as a public trust, which is subject to scrutiny by and accountable to such governmental authorities as well as to members of the public.
Consequently, there exists between FVPPI and its board & officers and management employees and the public a fiduciary duty, which carries with it a broad and unbending duty of loyalty and fidelity. The board & officers management employees have the responsibility of administering the affairs of  FVPPI honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of  FVPPI.  Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their positions with FVPPI or knowledge gained therefrom for their personal benefit. The interests of the organization must be the first priority in all decisions and actions.

SECTION 2. PERSONS CONCERNED:
This statement is directed not only to directors and officers, but to all employees who can influence the actions of FVPPI. For example, this would include all who make purchasing decisions, all persons who might be described as "management personnel," and anyone who has proprietary information concerning FVPPI.

SECTION 3. AREAS IN WHICH CONFLICT MAY ARISE:
Conflicts of interest may arise in the relations of directors, officers, and management
employees with any of the following third parties:
1. Persons and firms supplying goods and services to FVPPI.
2. Persons and firms from whom FVPPI leases property and equipment.
3. Persons and firms with whom  FVPPI is dealing or planning to deal in connection with the gift, purchase or sale of real estate, securities, or other property.
4. Competing or affinity organizations.
5. Donors and others supporting FVPPI.
6. Agencies, organizations. and associations which affect the operations of FVPPI.
7. Family members, friends, and other employees.

SECTION 4. NATURE OF CONFLICTING INTEREST:
A conflicting interest may be defined as an interest, direct or indirect, with any persons or firms mentioned in Section 3. Such an interest might arise through:
1. Owning stock or holding debt or other proprietary interests in any third party dealing with FVPPI.
2. Holding office, serving on the board, participating in management, or being otherwise employed (or formerly employed) with any third party dealing with FVPPI.
3. Receiving remuneration for services with respect to individual transactions involving FVPPI.
4. Using FVPPI’s time, personnel, equipment, supplies, or good will for other than FVPPI approved activities, programs, and purposes.
5.  Receiving personal gifts or loans from third parties dealing or competing with FVPPI. Receipt of any gift is disapproved. No personal gift of money should ever be accepted.

SECTION 5. INTERPRETATION OF THIS STATEMENT OF POLICY:
The areas of conflicting interest listed in Section 3, and the relations in those areas which may give rise to conflict, as listed in Section 4, are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the directors, officers, and management employees will recognize such areas and relation by analogy. The fact that one of the interests described in Section 4 exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical importance, or if material, that upon full disclosure of all relevant facts and circumstances it is necessarily adverse to the interests of FVPPI. However, it is the policy of the board that the existence of any of the interests described in Section 4 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the board, officers, and management employees to scrutinize their transactions
and outside business interests and relationships for potential conflicts and to immediately make such disclosures.

SECTION 6. DISCLOSURE POLICY AND PROCEDURE:
Transactions with parties with whom a conflicting interest exists may be undertaken only
if all of the following are observed:
1. The conflicting interest is fully disclosed;
2. The person with the conflict of interest is excluded from the discussion and approval of such transaction;
3. A competitive bid or comparable valuation exists; and
4. The Board has determined that the transaction is in the best interest of the organization. Disclosure in the organization should be made to the chief executive officer (or if she or he is the one with the conflict, then to the Board chair), who shall bring the matter to the attention of the Board. Disclosure involving directors should be made to the Board chair, (or if she or he is the one with the conflict, then to the Board vice-chair) who shall bring these matters to the Board. The Board shall determine whether a conflict exists and in the case of an existing conflict, whether the contemplated transaction may be authorized as just, fair, and reasonable to FVPPI. The decision of the Board on these matters will rest in their sole discretion, and their concern must be the welfare of FVPPI and the advancement of its purpose.


Florida Veterans Programs & Projects, Inc. (FVPPI)
CONFLICT OF INTEREST DISCLOSURE STATEMENT
Preliminary note: In order to be more comprehensive, this statement of disclosure/questionnaire also requires you to provide information with respect to certain parties that are related to you. These persons are termed “affiliated persons” and include the following: a. your spouse, domestic partner, child, mother, father, brother or sister; b. any corporation or organization of which you are a board member, an officer, a partner, participate in management or are employed by, or are, directly or indirectly, a debt holder or the beneficial owner of any class of equity securities; and  c. any trust or other estate in which you have a substantial beneficial interest or as to which you serve as a trustee or in a similar capacity.

1. NAME OF EMPLOYEE OR BOARD MEMBER: (Please print)
________________________________________________________________
2. CAPACITY: ______board of directors
______executive committee
______officer
______committee member
______staff (position): ____________
3. Have you or any of your affiliated persons provided services or property to FVPPI
____________ in the past year?
_____YES _____NO
If yes, please describe the nature of the services or property and if an affiliated person is
involved, the identity of the affiliated person and your relationship with that person:
_______________________________________________________________________
_______________________________________________________________________
_______________________________________________________________________
4. Have you or any of your affiliated persons purchased services or property from FVPPI
____________ in the past year?
_____YES _____NO
If yes, please describe the purchased services or property and if an affiliated person is involved,
the identity of the affiliated person and your relationship with that person:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
5. Please indicate whether you or any of your affiliated persons had any direct or indirect
interest in any business transaction(s) in the past year to which FVPPI was or is a
party?
_____YES _____NO
If yes, describe the transaction(s) and if an affiliated person is involved, the identity of the
affiliated person and your relationship with that person:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
6. Were you or any of your affiliated persons indebted to pay money to FVPPI at
any time in the past year (other than travel advances or the like)?
_____YES _____NO
If yes, please describe the indebtedness and if an affiliated person is involved, the identity of the
affiliated person and your relationship with that person:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
7. In the past year, did you or any of your affiliated persons receive, or become entitled to
receive, directly or indirectly, any personal benefits from FVPPI or as a result of
your relationship with FVPPI, that in the aggregate could be valued in excess of
$1,000, that were not or will not be compensation directly related to your duties to
____________?
_____YES _____NO
If yes, please describe the benefit(s) and if an affiliated person is involved, the identity of the
affiliated person and your relationship with that person:
____________________________________________________________________________
__________________________________________________________________________
__________________________________________________________________________
8. Are you or any of your affiliated persons a party to or have an interest in any pending
legal proceedings involving FVPPI?
_____YES _____NO
If yes, please describe the proceeding(s) and if an affiliated person is involved, the identity of the
affiliated person and your relationship with that person:
___________________________________________________________________________
___________________________________________________________________________
___________________________________________________________________________
9. Are you aware of any other events, transactions, arrangements or other situations that
have occurred or may occur in the future that you believe should be examined by
FVPPI’s [board or a duly constituted committee thereof] in accordance with the
terms and intent of ____________’s conflict of interest policy?
_____YES _____NO
If yes, please describe the situation(s) and if an affiliated person is involved, the identity of the
affiliated person and your relationship with that person:
____________________________________________________________________________
____________________________________________________________________________
I HERBY CONFIRM that I have read and understand FVPPI’s conflict of interest policy
and that my responses to the above questions are complete and correct to the best of my
information and belief. I agree that if I become aware of any information that might indicate that
this disclosure is inaccurate or that I have not complied with this policy, I will notify [designated
officer or director] immediately.
___________________________________  __________________
Signature Date





    I, THE UNDERSIGNED, certify that I am the duly elected and acting Secretary of the foregoing corporation, and that these Bylaws are the Bylaws adopted by the Board of Directors at it's meeting held ________________________.

    IN WITNESS WHEREOF, I have hereunto set my hand this _________________ day of _____________________, 20____.



                            _____________________________________
                            Secretary

Ver. Sept. 16, 2008



Board of Directors Meeting Minutes