Humboldt Eagles American Legion Baseball 501(c)(3) #87-2038004

  cadeptbylaws.pdf  
Updated by National 2019
Updated by Department 2025
American Legion Auxiliary
Department of California
Bylaws
ARTICLE I
Department Organization
Section 1. The American Legion Auxiliary, Department of California, is chartered by the
National Executive Committee of the American Legion Auxiliary and is
comprised of Districts and Units attached to Posts of The American Legion
and all non-affiliated Unit members (Headquarters Unit 1000) within the
state of California. (2018)
The Department of California charter is signed by the National President and
the National Secretary.
Section 2. The Department of California American Legion Auxiliary shall have the
authority to create intermediate bodies between the Units and Department to
act as a liaison between such organizations and for the purpose of
promoting the programs of the American Legion Auxiliary.
Section 3. The Department shall have authority to create and charter new Units and the
Department will act as the liaison between such organizations and the
National Organization for the purpose of promoting the programs of the
American Legion Auxiliary.
The Department shall also have authority to create and charter intermediate
bodies (Districts) between the Units and Department to act as a liaison
between such organization and the purpose of promoting the programs of
the American Legion Auxiliary. An intermediate body shall be
administratively subject to the Department and totally under Department
jurisdiction. The Department Executive Committee shall have the authority to
set forth responsibilities and limits of all intermediate bodies. In no event
shall these responsibilities established by the Department Executive
Committee usurp the prerogatives of the National Organization,
Departments, and Units. (2018)
Section 4. The Department Executive Committee shall define the authority of the
Districts.
a. The Department of California, American Legion Auxiliary, shall
automatically conform to the redistricting plans of The American
Legion as to Districts.
Section 5. Units in good standing and holding regular meeting shall not lose their
membership in the Department because the Post to which they were
attached when chartered was disbanded.
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Section 6. Each Unit shall maintain a minimum membership of ten Senior members.
Section 7. Each unit shall adopt the Unit Constitution and Bylaws for its government as
prescribed by the American Legion Auxiliary, Department of California. Units
should adopt such standing rules for its government and such regulations as
are proper and which do not conflict with the Constitution, Bylaws and
Standing Rules of the National and Department organizations.
Section 8. Subsidiary organizations in the Department of California shall be the
California Girls State Alumnae Association, and all other groups as may be
organized under the name and jurisdiction of the Department of California.
(2023)
Section 9. The fiscal year of the American Legion Auxiliary shall be July 1st to June
30th. The legislative year shall be from Department Convention to
Department Convention.
Section 10. All persons handling funds of the Department shall be bonded by a
reputable, solvent bonding and surety company; or shall be covered by
fidelity-crime insurance in an adequate amount as determined by the
Department Audit Committee, Department Finance Committee, and/or
Department Executive Committee.
ARTICLE II
NATIONAL CONVENTION
Section 1. The Department Convention shall elect annually seven (7) delegates for
charter and one (1) for each one thousand two hundred (1,200) members or
major fraction thereof, and one (1) alternate for each delegate to the
National Convention. Election shall be by ballot when the number of
candidates exceeds the number designated. A plurality vote shall elect.
(2024)
ARTICLE III
ELECTION OF OFFICERS
Section 1. The Department Convention shall elect annually a President, Vice President,
and the Junior member of the Finance Committee. Candidates seeking
elective Department office or Junior Member of Finance shall be nominated
from the convention floor. (See Standing Rules for Elections).
a. Any member in good standing, present at convention or pre-
convention caucus, or who has given her written consent, is eligible to
seek Department office.
Section 2. Department Convention shall ratify the election of District Presidents and
District Vice Presidents nominated and elected by convention delegates at
District pre-convention caucus to be held not earlier than forty-five (45) days
or later than fifteen (15) days prior to the opening of the following
Department Convention.
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Section 3. Voting in District pre-convention caucus shall be by regularly elected
delegates to Department Convention or alternates serving as delegates to
the forthcoming Department Convention. Department Officers, District
Presidents, Past Department Presidents, Department Chairmen, Members
of the Department Finance Committee, Girls State Director, Junior
Conference Director and Hospital Representatives in good standing in their
respective Units shall be entitled to vote.
Section 4. There shall be a Department Secretary and Department Treasurer to be
nominated by the Department President and confirmed by the Department
Executive Committee at the Post-Convention Department Executive
Committee Meeting. (Secretary and Treasurer may be combined).
Section 5. Elective Department Officers, Junior Member of Finance Committee, District
Presidents and District Vice Presidents and appointed Department Officers
shall be installed prior to and take office upon the adjournment of the
Department Convention at which they were elected, ratified or appointed,
and serve until adjournment of the succeeding Department Convention.
Section 6. In case of death, resignation or removal of the Department President, the
Vice President shall immediately succeed to the office. Vacancies in all other
Department elective offices and Finance Committee occurring between
conventions shall be filled by the Department Executive Committee.
Section 7. In the event of vacancies in both Department President and the Department
Vice President offices, the Department Secretary is empowered to call a
meeting of the Department Executive Committee or by a referendum vote
within thirty (30) days.
Section 8. In case of a vacancy in the office of Department Vice President or other
elective officers, the Department President is empowered to fill such
vacancies by calling an emergency Executive Committee meeting or by a
referendum vote of the Department Executive Committee within thirty (30)
days.
Section 9. In case of vacancies in the offices of Department President, Department
Vice President, Department Secretary, and Department Treasurer
simultaneously, the Junior Past Department President, Department
Parliamentarian, the Department Finance Committee Chairman shall call an
emergency meeting of the Department Executive Committee within thirty
(30) days of such vacancies. This meeting may be held in the Department
Headquarters of the American Legion Auxiliary, regularly scheduled
Department Executive Committee Meeting, or by electronic means.
(2024)
Section 10. In the event there is a vacancy in the office of the Department President, the
Department Vice President shall become President and shall assume the
duties and authority of the office. In the event the Department Vice President
has assumed the office of Department President, the Vice President may
run for a succeeding full term as Department President. (2019)
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Section 11. A vacancy occurring in the office of District President shall be filled by the
District First Vice President. A vacancy in the office of First Vice President
shall be filled by the Second Vice President. Any other vacancy in an office
shall be filled by vote of the District at a called meeting. Each unit shall vote
the value of previous convention voting strength and shall report to the
District President prior to election the names of those selected to cast said
votes. Department Officers, District Presidents, Past Department Presidents,
Department Chairmen, members of Department Finance Committee, Girls
State Director, Junior Conference Director, and Hospital Representatives in
good standing in their respective units in the district shall be entitled to vote.
Said election shall be ratified by the Department President.
Section 12. All Department Officers, members of the Department Executive Committee
and all Department Committee Chairmen must be in good standing in their
units.
ARTICLE IV
Duties of Officers
All officers shall perform their duties as described below as well as any others that may be
assigned by the Department President.
Section 1. Department President: It shall be the duty of the Department President to
preside at all meetings of the Department Convention assembled and the
Department Executive Committee; to enforce strict observance of the
Constitution and Bylaws, to appoint chairmen and members of standing
committees, and create such other special committees and appoint
members thereof as the Department President deems advisable, and
perform such other duties as custom and parliamentary usage requires.
(2024)
a. The Department President should be a member ex-officio of all
committees. (2019)
b. The Department President shall sign Bylaws of all Units and Districts
after approval of Department Constitution and Bylaws Chairman.
(2019
c. The Department President shall call regular meetings of the
Executive Committee and special meetings of Executive Committee
upon written consent or request of not less than five (5) members of
said committee. (2019)
d. The Department President shall be vested with authority to grant
special dispensation to individual Units or Districts in extreme cases
of emergency. Emergency shall be defined to mean epidemics,
disaster or unusual climatic conditions when it shall become
impossible to function according to Bylaws. (2019)
e. The Department President shall appoint the following Department
Officers, Chaplain, Historian, Parliamentarian, Sergeant –at Arms,
and Assistant Sergeant- at- Arms. (2024)
f. The Department President shall appoint chairmen and members of all
Standing Committees. (2024)
g. The Department President shall appoint the Girls State Director from
nominees recommended by the Girls State Committee. (2019)
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h. The Department President shall appoint the Girls State Chairman and
members of the Girls State Committee from nominees
recommended by the Girls State Committee. (2024)
i. The Department President shall appoint the Chairman and members
of the Convention Commission. (2019)
j. The Department President shall appoint the Junior Conference
Director and members to the Junior Activities Committee. (2019)
k. The Department President shall be a signatory on all bank accounts.
(2019)
l. The Department President and Vice President shall attend budget
and Audit meetings. (2024)
Section 2. Department Vice President: The Department Vice President shall act as a
representative of the Department President on all matters referred by the
Department President. (2019)
a. The Department Vice President shall be a Chairman of a Standing
Committee, to which she shall be appointed by the Department
President. (2019)
b. The Department Vice President shall be the presiding officer at a
meeting of the organization in the absence of the Department
President. (2019)
c. The Department Vice President shall be a signatory on all bank
accounts. (2019)
d. The Department Vice President shall attend budget and audit
meetings. (2019)
Section 3. Department Secretary: The Department Secretary may be a paid, full time
employee reporting to the Department President and Department Executive
Committee. The Department Secretary shall be a member of the American
Legion Auxiliary, and an officer of the Department of California. As a paid
employee and Department officer the Department Secretary shall serve as a
non- voting member of the Executive Committee and a voting member of the
Department Convention. The Department Secretary may be removed from
office at any time by a majority vote of the Department Executive
Committee. The Department Secretary shall ensure that all duties relative to
the necessary operation of the Department office be performed on a timely
basis. In the event the Department Secretary is not a paid employee, the
secretary shall have the privilege of vote. (2024)
a. The Department Secretary shall see that a record of all meetings of
Department Convention and of the Department Executive Committee
be permanently maintained. (2019)
b. The Department Secretary shall, under the direction of the
Department President, cause due notice to be given of all Department
meetings in a timely manner. (2019)
c. The Department Secretary shall attend the National Convention at the
call of the President. (2019)
Section 4. Department Treasurer: The Department Treasurer may be a paid, full time
employee reporting to the Department President and Department Executive
Committee. The Department Treasurer shall be a member of the American
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Legion Auxiliary, and an officer of the Department of California. As a paid
employee and Department officer the Department Treasurer shall serve as a
non- voting member of the Executive Committee and a voting member of the
Department Convention. The Department Treasurer may be removed from
office at any time by a majority vote of the Department Executive
Committee. The Department Treasurer shall ensure that all duties relative to
the necessary operation of the Department office be performed in a timely
basis. The Department Treasurer shall monitor all investments, record
books, ledgers, and accounts, and assure they are current and accurate.
(2024)
In the event the Department Treasurer is not a paid employee, the treasurer
shall have the privilege of vote. (2019)
a. The Department Treasurer shall be a signatory on all bank accounts.
(2019)
b. The Department Treasurer shall have the power of disbursing any or
all of the money of Department for transacting Department business
budgeted under Administrative Fund, subject to confirmation of the
convention body. (2019)
c. The Department Treasurer shall have the power of disbursing money
of special funds under direction of Department Chairmen, subject to
confirmation of the convention body. (2019)
d. The Department Treasurer shall have the power of disbursing all
other budgeted funds under supervision of Finance Committee,
subject to confirmation of the convention body. No funds that exceed
the budget shall be expended by the Department Treasurer, except
by authorization of the Department President and Department
Finance Committee. Provided, however, that all the time said money
is expended or disbursed, the Department Treasurer shall enter or
record in a book kept for that purpose, and otherwise account for
same. The Department Treasurer shall always keep record books,
ledgers, and accounts in readiness for auditing. (2024)
e. The office of Department Treasurer shall be bonded in a sufficient
sum, to be decided upon at the Department Convention, as
prescribed by National, the expense of same to be borne by
Department. (2024)
Section 5. Department Chaplain: It shall be the duty of the Department Chaplain to
offer prayer at each day’s business of the Department Convention and
Department Executive Committee meetings and to perform nonsectarian
services as may be necessary, adhering to such ceremonial rituals as may
be recommended by the Department President.
Section 6. Department Historian: It shall be the duty of the Department Historian to
complete a historical record of the administrative year in which served.
(2019)
Section 7. Department Sergeant-at-Arms and Assistant Sergeant-at-Arms: The
Department Sergeant- at-Arms and Assistant Sergeant-at-Arms shall
advance the colors at the opening of Department Convention and furl them
at the close. They shall perform other duties as requested by the
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Department President. (2024)
Section 8. Department Parliamentarian: The Department Parliamentarian may serve as
the Constitution and Bylaws Chairman, with no vote at the Executive
Committee Meeting. Questions for higher decision shall be forwarded to
National for Counsel General’s final decision accompanied with the
signature of the Department President or Department Secretary. (2024)
ARTICLE V
Department Executive Committee
Section 1. The Department Executive Committee shall serve as the governing body of
the organization with fiduciary, policy, and strategic responsibility for the
organization between Department Conventions. It shall be the duty of the
Department Executive Committee, as corporate directors for the American
Legion Auxiliary, to ensure that the organization has adequate resources to
fulfill its mission. The Department Executive Committee is responsible for
the organization’s adherence to legal standards and ethical norms.
Section 2. The Department Executive Committee shall adopt policies unless otherwise
noted in the Department Constitution, strategic plans and agreements; and
accept the Department annual audit, confirm the nomination of the
Department Secretary and the Department Treasurer, confirm other
department appointments, and confirm the appointment of officials not
otherwise provided for in these Bylaws; levy assessments as needed; ratify
the cancellation of charters; receive for filing reports from department
subsidiary organizations; and other duties and responsibilities that are the
normal function of a corporate board of directors.
Section 3. Any immediate governing body established by Department Convention
action shall be subordinate to the Department Executive Committee and
shall report to, be accountable to, and its actions ratified by the Department
Executive Committee.
Section 4. All questions affecting the election, eligibility, conduct, and capacity of
Department Officers shall be referred to and determined by the Department
Executive Committee. The Department Executive Committee shall be
responsible for establishing the process and procedure for making the
determination that a Department Officer or a department committee member
serving a single term is incompetent, incapacitated, or otherwise unable to
discharge the duties of the department office.
Section 5. All questions affecting the election, eligibility, conduct, and capacity of the
Department Executive Committee Person from any Unit or District or of the
Department Officers or members of the Unit or District Executive
Committees shall be referred to and determined by the Executive Committee
or governing board of the Department involved, which shall be the final
authority thereon. The rules governing the fulfillment of this section shall be
as provided in the Standing Rules. (2019)
Section 6. The Department Executive Committee shall have general supervision over
the affairs of the Department and all Department committees in the interim of
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annual meetings, without power to modify action of previous Department
Convention, and shall refer, with recommendations, all proposed measures
to Department Convention for decision, which shall be final, except
emergency measures which may require immediate action; such action
however, to be reported to Department Convention for information.
Section 7. It shall be the duty of each Department Executive Committee person to fulfill
the responsibilities of the Department Executive Committee, and to articulate
the organization’s mission, accomplishments, and goals to the public and to
their District and Units. (2019)
Section 8. The Department Executive Committee shall meet as provided in the
Standing Rules. Special meetings may be held upon reasonable notice at
the call of the Department President. The Department President shall call a
meeting of the Department Executive Committee upon written request of not
less than five (5) members.
Section 9. The Department Executive Committee shall have the power to transact any
business that would come before a Department Convention if it becomes
impossible to hold said convention. When the Department Convention is not
held, the Executive Committee must provide a method of permitting the units
a voice and vote in nominating and electing officers.
ARTICLE VI
Department Committees
Section 1. Pursuant to the Article on Duties of Officers, the Department President may
appoint committees as the president deems advisable to further the mission
of the organization, subject to ratification by the Department Executive
Committee. When a vacancy occurs on a committee, the Department
President shall appoint a member to serve the remainder of the unexpired
term, all subject to confirmation by the Department Executive Committee.
(2019)
Section 2. Finance Committee – One (1) member is elected each year for a 3-year
term.
Section 3. The immediate Past Department President may be appointed a standing
committee by the Department President. (2024)
Section 4. The Past President’s Parley Chairman shall be filled by the Past
Department President three years after serving as Department
President or the choice of the Department President, as necessary.
(2024)
Section 5. The Department President shall appoint the following standing committee
chairmen: Americanism, Auxiliary Emergency Fund, Children & Youth,
Community Service, Constitution & Bylaws, Convention Commission, Editor,
Education, Girls State, Junior Activities, Leadership, Legislative,
Membership, Music, National Security, Past President Parley, Poppy, Public
Relations, and Veterans Affairs and Rehabilitation. (2018)
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Section 6. The Department President shall appoint Hospital Representatives and
Deputies, upon approval of National, and Veterans’ Homes Representatives
and Deputies. The Department President shall appoint the Poppy Production
Managers. (2019)
Section 7. The composition, terms, and purpose of the Department Standing
Committees and Department Committees shall be as provided in the
Standing Rules. Amendments to the composition, terms, or purpose of such
department committees may be determined only by a two-thirds vote of the
National Convention delegates.
Section 8. Standing committees shall not be increased or diminished without an
amendment to the Department Constitution or Bylaws when a new
committee is created by National.
ARTICLE VII
Subsidiary Organizations
Section 1. A separately incorporated American Legion Auxiliary subsidiary organization
shall conform and comply with all legal and organizational requirements of
the Department Organization to ensure that the required constant and
continuous control of all trademarks and trade name law is satisfied.
All subsidiary organizations of the American Legion Auxiliary shall be subject
to regulation by the United States trademark laws and by action of the
American Legion Auxiliary Department Convention or the American Legion
Auxiliary Department Executive Committee. At a minimum, each subsidiary
organization must comply with the regulations provided in the Standing
Rules.
Section 2. Subsidiary organizations in the Department of California shall be the Girls
State Alumnae Association, and all other groups as may be organized and
listed in the Department Standing Rules under the name and jurisdiction of
the Department of California. (2023)
ARTICLE VIII
District Organization
Section 1. The officers of the District shall be President, First Vice President, Second
Vice President, Junior Past President, Secretary/Treasurer, Historian,
Chaplain, Sergeant-at-Arms, and such other officers as the President or the
District may deem necessary. The District Secretary/ Treasurer may be
divided. No person shall hold more than one District office at the same time.
Section 2. The District President and Vice President shall be elected annually, not
earlier than forty-five (45) days nor later than fifteen (15) days prior to the
opening of the following Department Convention.
a. If the District of The American Legion shall invite the American Legion
Auxiliary District to hold a joint pre-convention caucus session, the
District may accept the invitation if the election of delegates within the
District has been completed and all other pre-convention
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requirements are met.
Section 3. Voting in pre-convention district caucus shall be by regularly elected
delegates to Department Convention or alternates, serving as delegates, to
the forthcoming Department Convention, Department Officers, District
Presidents, Past Department Presidents, Department Chairmen, members
of the Department Finance Committee, Girls State Director, Junior
Conference Director, Hospital and Veterans’ Home Representatives in good
standing in their respective units.
a. Registration fee covering full voting strength of the Unit must be paid
prior to the District pre-convention caucus.
Section 4. Each District shall hold no fewer than two (2) nor more than twelve (12)
meetings per year, including the pre-convention caucus.
a. When District Bylaws provide for a delegated District body, the
District voting delegation shall be all District Officers, District
Chairmen, and such others as the District Bylaws have accorded
voice and vote. All Department Officers, Past Department Presidents,
Department Chairmen, Members of the Department Finance
Committee, Girls State Director, Junior Conference Director, Hospital
and Veterans’ Home Representatives in good standing in their own
Units shall be voting members of said District.
b. Unless District Bylaws provide for a delegated District body as in (a),
all members of District present in District meetings shall be entitled to
voice and vote, except in pre-convention caucus.
c. District pre-convention caucus shall nominate and elect a delegate
and/or alternate for National Convention, or by vote of the District
delegates by caucus assembled at Department Convention.
Section 5. A quorum shall exist at District meetings when one-third (1/3) of the Units in
good standing are wholly or partially represented. If the District has three
or less Units, the quorum shall be five members. (2024)
ARTICLE IX
Unit Organization
Section 1. Those who desire to form an Auxiliary Unit of this Department shall make
application for charter to Department President. Application must be
approved by the Commander and Adjutant of the Post to which the Unit is to
be attached and certified by the District President. Charter Application must
be accompanied by at least ten (10) properly executed senior applications
and required Department and National per capita tax for each as well as a
charter fee of ten dollars ($10.00). Charters must be closed thirty (30) days
after they have been signed by the Commander and Adjutant of The
American Legion Post. (2024)
a. The minimum membership of a Unit shall be ten (10) Senior
members, with the exception of the Department Headquarters Unit
that shall have no minimum membership requirement.
b. A Unit cannot be reinstated under a charter which has been canceled.
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It may, however, reorganize and apply for a new charter following the
procedure outlined for the organization of new Units.
Section 2. Temporary chairman should ask for nominations for following officers:
President, First Vice President, Second Vice President, Secretary, Treasurer
(offices of Secretary and Treasurer may be combined), and at least one (1)
Executive Committee person. Upon their election, the permanent officers
shall assume their duties and the President shall appoint chairmen of
standing committees and such non-elective officers as are required by the
Unit Bylaws. (2019)
Section 3. A Unit shall be given the same name, location, and number of The American
Legion Post to which it is attached. (2024)
Section 4. The qualifications and process for establishing and existing as a Unit in good
standing shall be as provided in the Standing Rules.
Section 5. Each Unit of the American Legion Auxiliary, Department of California, shall
be responsible for having eligibility verified and deciding its membership,
subject to the restrictions of the national governing documents. No person
who is a member of an organization which has for its aim the overthrow of
the United States Government or who subscribes to the principles of any
group opposed to our form of government shall be eligible to become or
remain a member of the American Legion Auxiliary.
Section 6. All persons handling funds of the Unit shall be bonded by a reputable,
solvent bonding and surety company; or shall be covered by fidelity/crime
insurance in an adequate amount.
Section 7. Each Unit shall elect the following officers: President, First Vice President,
Second Vice President, Secretary, Treasurer, and one (1) Executive
Committee person. (The offices of Secretary and Treasurer may be
combined). (2019)
a. The Historian, Chaplain, Sergeant-at-Arms, and such other officers as
the Unit may deem necessary may be elected or appointed, provided
Unit Bylaws shall specify which are appointive and which are elective,
no member to hold more than one (1) elective office.
b. Any member in good standing, present at the nomination or election
meeting, or who has given their written consent, is eligible to seek
office, provided that Units may limit the number of consecutive years
as a member may seek election to the same office. (2019)
Section 8. Unit officers shall be elected annually by majority vote, at a meeting
designated by a vote of the Unit, provided, nominations and elections are
held not earlier than April 1st or less than five (5) days prior to the opening of
Department Convention. The Unit shall notify their membership and the
District President of the time set for election. Officers shall be installed prior
to September 1st. Officers shall continue in office until successors are
installed.
Section 9. Units shall elect delegates and alternates to the Department Convention at
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least fifteen (15) days prior to the date set for the District pre-convention
caucus, but not earlier than April 1st.
Section 10. Each unit must follow uniform Bylaws as provided in the adopted duplicated
set of Unit Bylaws and to be governed by the Department
Constitution/Bylaws. Revisions or Amendments other than those that must
conform to National and Department Constitutions before becoming effective
must be approved by the Department Constitution & Bylaws Chairman and
signed by the Department President.
ARTICLE X
Finance
Section 1. The revenue of the American Legion Auxiliary, Department of California
shall be derived from annual membership dues in a per capita amount
established by the Department Convention delegates, and from such other
sources as may be approved by the Department Executive Committee.
Modification to the Department per capita dues for members shall require a
two-thirds (2/3) vote in the affirmative by the Department Convention
delegates. Dues shall be payable in amounts as provided in the Standing
Rules. A member’s status is dependent upon timely payment of dues as
provided in the Standing Rules. (2018).
Section 2. The Finance Committee will present the budget annually for approval of the
convention delegates.
a. All revenue shall be disbursed under budget control.
Section 3. The Department Organization shall ensure that all persons handling funds of
the Department Organization shall be bonded by a reputable, solvent
bonding and surety company, or shall be covered by fidelity/crime insurance
in an adequate amount approved by the Department Executive Committee.
Section 4. With the exception of the Department Secretary and Department Treasurer,
there shall be no salaried officers. Necessary expenses incurred by
department officers, National Executive Committee Person, Hospital
Representatives and chairmen of department committees in the exercise of
their duties to the American Legion Auxiliary may be reimbursed from the
department treasury when authorized by the department budget or
authorized by the Department President and approved by the Finance
Committee. (2019)
ARTICLE XI
Cancellation of Charters
Section 1. All charters granted by the American Legion Auxiliary are hereby ratified and
confirmed.
Unit Charters
Section 1. Charters may be canceled or a Unit may be placed on probation. The
Department Executive Committee may order the probation of a Unit for a
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period not to exceed beyond the closing of the next succeeding Department
Convention, as a disciplinary measure, or pending action relative to final
cancellation, providing notice of such proposed action has been sent to the
Unit from Department Headquarters, bearing the signature of the
Department President, at least thirty (30) days prior to the Department
Executive Committee meeting, and an opportunity is given for a hearing
before action is taken. During the probation of a Unit, Department may
provide for the governing and administration of the Unit. (2024)
Section 2. The Department Executive Committee may place on probation or cancel
Unit charters for good cause to it appearing. (2024)
Section 3. Any Unit that a) fails to meet the obligations imposed upon it by the
governing documents, policies, or requirements of the National Organization
or Department of California, or b) ceases to function as an American Legion
Auxiliary Unit from one Department Convention to the next, shall surrender
its charter at the direction of the Department President. When a Unit so
directed to surrender its charter fails to do so, the Department Executive
Committee may take immediate steps to cancel the charter.
Section 4. An American Legion Auxiliary Unit whose charter has been placed on
probation, or canceled by the Department may appeal the decision of the
Department Executive Committee to the National Executive Committee, as
provided in the Standing Rules. See National Standing Rules in the method
of procedure and appeal. (2024)
Section 5. Upon cancellation of an American Legion Auxiliary Unit charter, the
Department Executive Committee is authorized, empowered and directed,
by and through its duly authorized agents, to take possession, custody and
control of all records, assets, property, and belongings of the Unit and to
provide for the governance and administration of the Unit during said
cancellation. (2024)
Section 6. With regard to probation or cancellations of Unit charters, in no event shall
the Department organization be required to assume any financial obligation
with regard to records, assets, property, and belongings. (2024)
Section 7. Cancellation of a Unit charter shall be in order when two (2) or more Units
merge, when a Unit ceases to function, or under such other conditions as
might make such action necessary within the Department. In the event a
Unit charter is canceled without the consent of such Unit, it shall have the
right to appeal to the Department Executive Committee as provided in the
Standing Rules.
Section 8. The National Executive Committee may prescribe rules of procedures to be
followed in the probation or cancellation of Unit charters, with full power
from time to time to revise or amend such rules, provided, however, that until
such rules have been adopted the procedure now in existence shall be
applicable. All rules and procedures shall be in accordance with the
principals of due process of law. (2024)
Section 9. Method of Procedure in Notice of Appeal – See National Standing Rules.
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ARTICLE XII
Parliamentary Authority
Section 1. The rules contained in the current edition of Robert’s Rules of Order, Newly
Revised shall govern this organization in all cases in which they are
applicable and in which they are not inconsistent with applicable state and
city statutes, the Department Constitution and Bylaws, Standing and Special
Rules.
ARTICLE XIII
Amendments
Section 1. Refer to Department Constitution, Article VII, for method of amendment of
Department Bylaws.
ARTICLE IX
Authority
Section 1. The authority under which all Districts, Units, subsidiaries, and affiliated
entities of the American Legion Auxiliary shall function is vested in this
Department Constitution & Bylaws and such Standing Rules as have been
duly adopted. Any provision of any District or Unit Constitution or Bylaws,
any subsidiary, intermediate body, or affiliated entity’s bylaws, or any
regulation of any District, Unit, subsidiary, intermediate body, or affiliated
entity in conflict with the foregoing authority shall be void.
ARTICLE X
Policies
Section 1. Conflict of Interest: Page 15-16
Section 2. Confidentiality Policy: Pages 17
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Conflict of Interest
Policy Statement: It is the policy of the American Legion Auxiliary (ALA) Department of
California, a public benefit 501 (c) (19) not-for-profit veterans organization auxiliary
headquartered in San Francisco, California, to protect the American Legion Auxiliary’s
interest when it is contemplating entering into a transaction or arrangement that might
benefit the private interest of members of the governing board, department officers,
department chairs, members of a committee with governing board delegated powers,
department appointees, and Department Headquarters staff, or that might result in a
possible excess benefit transaction. This policy is intended to supplement but not replace
any applicable state and federal laws governing conflict of interest applicable to nonprofit
and charitable organizations.
Policy Definitions:
Interested Person: An interested person is any member of the governing board,
department officer, department chair, member of a committee with governing board
delegated powers, department appointee, and Department Headquarters staff who has a
direct or indirect financial interest, as defined below.
Financial Interest: A person has a financial interest if the person has, directly or
indirectly, through business, investment, or family:
1) an ownership or investment interest in any entity with which the ALA has a
transaction or arrangement,
2) a compensation arrangement with the ALA or with any entity or individual
with which the ALA has a transaction or arrangement, or
3) a potential ownership or investment interest in, or compensation
arrangement with, any entity or individual with which the ALA is negotiating a
transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or
favors that are of a material nature. A financial interest is not necessarily a
conflict of interest.
Under the American Legion Auxiliary Department of California Conflict of
Interest Procedures, a person with a financial interest may have a conflict of
interest only if the appropriate governing board or committee so determines.
Policy:
I. Records of Proceedings
The minutes of the governing board and all committees with board delegated
powers shall contain:
A.The names of the persons who disclosed or otherwise were found to have
a financial interest in connection with an actual or possible conflict of
interest, the nature of the financial interest, any action taken to determine
whether a conflict of interest was present, and the governing board’s or
committee’s decision as to whether a conflict of interest in fact existed.
B.The names of the persons who were present for discussions and votes
relating to the transaction or arrangement, the content of the discussion,
including any alternatives to the proposed transaction or arrangement, and a
record of any votes taken in connection with the proceedings.
II. Compensation
A voting member of the governing board who receives compensation,
directly or indirectly, from the ALA for services is precluded from voting on
matters pertaining to that member’s compensation.
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A voting member of any committee whose jurisdiction includes
compensation matters and who receives compensation, directly or indirectly,
from the ALA for services is precluded from voting on matters pertaining to
that member’s compensation.
Voting members of the governing board or any committee whose
jurisdiction includes
compensation matters and who receive compensation, directly or indirectly,
from the ALA, either individually or collectively, are not prohibited from
providing information to any committee regarding compensation.
III. Annual Statements
Each interested person can assume the responsibilities of their position when
they have signed an annual statement affirming such person:
A.has received a copy of the Conflict of Interest Policy,
B.has read and understands the policy,
C.agrees to comply with the policy, disclose any known conflicts, and
D.understands that the ALA is a charitable organization and in order to
maintain its federal tax exemption it must engage primarily in activities which
accomplish one or more of its tax-exempt purposes.
IV. Periodic Reviews
To ensure the ALA operates in a manner consistent with charitable purposes and
does not engage in activities that could jeopardize its tax exempt status, periodic
reviews shall be conducted. The periodic reviews shall, at a minimum, include the
following subjects:
A.whether compensation arrangements and benefits are reasonable, based
on competent survey information and the result of arm’s length bargaining.
B.whether partnerships, joint ventures, and arrangements with management
organizations conform to the ALA’s written policies, are properly recorded,
reflect reasonable investment or payments for goods and services, further
charitable purposes and do not result in inurement, impermissible private
benefit or in an excess benefit transaction.
V. Use of External Expertise
When conducting the periodic reviews as provided for in Section 4, the
ALA may consult or engage persons or businesses with professional
expertise. Use of external expertise does not relieve the governing board of
its responsibility for ensuring said periodic reviews are conducted.
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Confidentiality Agreement
Policy Statement
It is the policy of the American Legion Auxiliary Department of California (ALA), a public
benefit 501 (c) (19) not-for-profit veterans organization to maintain the confidentiality of
sensitive information and to take reasonable steps to protect and secure confidential
information that is pertinent to the business and services of the organization, in order to
protect the organization from harm.
Policy Definitions
Employee: In this context, Employee is defined as any individual who receives
compensation, either full or part time, from the ALA.
Volunteers: In this context, volunteers are defined as department officers, board
members, department chairmen, members of committee, and national appointees
providing non-compensated services to the ALA.
Policy
In the course of their duties, employees and volunteers will have access to information
that, if disclosed, could harm the organization, its business relationships, or an individual.
1. Employees and volunteers with the American Legion Auxiliary shall maintain the
confidentiality of any information concerning legal, sensitive business, and
personnel matters.
2. Employees and volunteers shall not disclose information about donors and
donations without express permission, nor disclose information concerning
personnel, sensitive business matters, and legal matters that may directly or
inadvertently become known to the department officers, board members,
department chairmen, committee members, volunteers, national appointees and
staff.
3. Employees and volunteers shall exercise good judgment and care at all times to
avoid unauthorized or improper disclosures of confidential information.
4. As an officer, past officer, member of the governing board, chairman or a
member of a department committee, I recognize that certain written and verbal
information provided to me in my capacity as an Auxiliary leader is intended only
for my personal use and is not to be disclosed, copied, distributed, made available,
or communicated to others. I will exercise caution and care in the handling of
documents and material that have been provided and entrusted to me.
I recognize and understand my responsibility for protecting confidentiality and agree to
abide by this policy at all times.
Before and employee or volunteer can assume the responsibility of their position, they
shall be required to sign the ALA Confidentiality Agreement annually.
This policy is not intended to prevent disclosure when disclosure is required by law or a
court of law.