VETERANS AND MILITARY FAMILIES FOR PROGRESS …

               VETERANS AND MILITARY FAMILIES FOR PROGRESS
                                    BYLAWS
                         Revision 2007-A September 2007

                                     ARTICLE 1. OFFICES

Principal Office. The principal office for Veterans and Military Families for Progress,
Inc. (the "Corporation") shall be located in the District of Columbia Metro Area. The
Corporation may have such other offices, either within or without the District of
Columbia as the Board may designate or as the affairs of the Corporation may require
from time to time.

                                  ARTICLE 2. OBJECTIVES

This Corporation is organized as a social welfare organization for veterans, military
members and military family members within the meaning of section 501(c)(4) of the
Internal Revenue Code of 1986, as amended (the "Code").
This Corporation is not organized for profit, and no part of the net earnings of this
Corporation shall inure to the benefit of any member of the Board of Directors or any
other Individual except that this Corporation may make payments of reasonable
compensation for services rendered.

                                       Mission Statement

VETERANS and MILITARY FAMILIES for PROGRESS advocates through community
activities and political action that our nation's obligations and debt to veterans, military
service members, and their families be fulfilled by legislation, regulation, and private as
well as public policy initiatives.

                                     Statement of Purpose

This Corporation is organized primarily to:
   a) Advocate on behalf of veterans, military members, and their families for progressive
       legislation and initiatives that reflect their experience and concerns, and which support
       the organization's goals.
   b) Support candidates for political office who support the organization's goals.
   c) Educate veterans, military members, their families, and the public-at-large as to the
       rights and needs of veterans, military members and their families.
   d) Reach out to and support veterans, military members and their families.
   e) Demand the responsible use of the military in United States Foreign Policy.
   f) Raise and expend funds and conduct such other activities as may be reasonable and
       necessary to implement other lawful projects and objectives authorized by the Board of
       Directors.
   g) Have and exercise any and all powers and privileges now or hereafter conferred by the
       District of Columbia Nonprofit Corporation Act upon corporations formed under such
       laws.


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Notwithstanding any other provisions, the Corporation shall not carry on any activity
not permitted to be carried on by a corporation exempt from federal income tax under
section 501(c)(4).

                          ARTICLE 3. BOARD OF DIRECTORS

3.1.    General Powers. The affairs of the Corporation shall be managed by the Board of
Directors ("Board"). Directors need not be residents of the District of Columbia. The Board
will have the rights and powers as allowed under the rules of incorporation.

3.2.   Number and Tenure. The Board shall be composed of no fewer than nine (9) Directors
and no more than fourteen (15) with five (5) of the Directors being the Officers of the
Organization as designated in Article 4. The number of Directors shall be set at 11 for the first
Membership Meeting and shall be set for future Membership Meetings by the Board of
Directors at least 6 months in advance of the Membership Meeting, but no decrease in the
number of Directors shall have the effect of shortening the term of any incumbent Director.
Directors may serve succeeding terms without limitation.

3.3.   Election. Board of Directors will be elected for two year terms at each odd year
meeting of the membership.

3.4.   Regular Meetings. By resolution, the Board may specify the time and place either within
or without the District of Columbia for holding regular meetings without other notice than
such resolution.
3.5.   Executive Session. During a regular or special meeting, by majority vote, the Board may
move into executive session for personnel matters, litigation, or sensitive predecisional
material. Any decision relating to such matters shall be included in the minutes of the regular
meeting of the Board.

3.6.   Open Meetings. All Board Meetings will have minutes and the minutes shall be posted
on the VMFP Membership section of the website.

3.7.   Special Meetings. Special Board meetings may be called by or at the request of the
President, the Secretary or any two (2) Directors. All special meetings will be held via
conference call.

3.8.     Notice of Special Meetings. Written notice stating the day and hour of each special
Board meeting shall be delivered personally or by mail, fax or electronic mail to each Director
at his/her address shown on the records of the Corporation at least two days before the
meeting. Notice shall be effective upon delivery at such address, provided that notice by mail
shall also be deemed effective if deposited in the United States mail properly addressed with
postage prepaid at least five days before the meeting. Neither the business to be transacted at,
nor the purpose of any special meeting, need be specified in the notice of such meetings. All
special meetings will be held via conference call.




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3.9.    Waiver of Notice.

3.9.1. Whenever any notice is required to be given to any Director under the provisions of
these Bylaws, the Articles of Incorporation or the District of Columbia Nonprofit Corporation
Act, a waiver thereof in writing, signed by the person or persons entitled to such notice,
whether before or after the time stated therein, shall be deemed equivalent to the giving of
such notice. Neither the business to be transacted at, nor the purpose of, any regular or special
meeting of the Board need be specified in the waiver of notice of such meeting.

3.9.2. The attendance of a Director at a meeting shall constitute a waiver of notice of such
meeting, except where a Director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or convened.

3.10. Quorum. A majority of the total number of Directors shall constitute a quorum for the
transaction of business at any sitting Board meeting but, if less than a majority is present at a
meeting, a majority of the Directors present may adjourn the meeting from time to time
without further notice.

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

3.12. Resignation. Any Director may resign at any time by delivering written notice to the
President or the Secretary, or to the registered office of the Corporation.

3.13. Removal. At the Board's option, a Director may be removed from office who fails to
attend 3 consecutive meetings or 50% of the meetings in a one year period.

3.14. Vacancies. Any vacancy occurring on the Board may be filled through appointment by
the President for the balance of the term. Unless he/she dies, resigns or is removed, a Director
so elected shall hold office until his/her successor is elected.

3.15. Presumption of Assent. A Director of the Corporation present at a Board meeting at
which action on any corporate matter is taken shall be presumed to have assented to the action
taken unless his/her dissent is entered in the minutes of the meeting, or unless he/she files
his/her written dissent to such action with the person acting as the Secretary of the meeting
before the adjournment thereof, or unless he/she forwards such dissent by registered mail to
the Secretary of the Corporation immediately after the adjournment of the meeting. A
Director who voted in favor of such action may not dissent.

3.16. Compensation. Directors shall not receive any stated salaries for their services, but by
Board resolution, Directors may be paid reasonable expenses, if any, of attendance at each
Board or committee meeting, or a fixed sum for attendance at each Board or committee
meeting; but nothing herein shall be construed to preclude any Director from receiving
compensation for services rendered to the Corporation.



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3.17.   Loans. No loans shall be made by the Corporation to any of its Directors.

3.18. Meeting by Conference Telephone. Members of the Board may participate in a meeting
by means of conference telephone or similar communications equipment provided all persons
participating in the meeting can hear each other and such participation shall constitute presence
in person at the meeting.

3.19. Action by Board Without A Meeting. Any action which could be taken at a meeting of
the Board may be taken without a meeting if a written consent setting forth the action so taken
is signed by each of the Directors. Any such written consent shall be inserted in the minute
book as if it were the minutes of a Board meeting.

                                   ARTICLE 4. OFFICERS

4.1.    Number. The Officers of the Corporation shall be the President, Executive Vice-
President, Administrative Vice-President, Secretary and Treasurer. All Officers shall be elected
at the biennial Membership Meeting by the membership. No member of the Board may hold
more than one office. The elected Officers shall constitute and serve as five (5) of the number
of Directors. The Board may delegate to any Officer the power to appoint any agent deemed
necessary to assist an Officer to carry out that Officer's duties as prescribed herein.

4.2.    Election and Term of Office. The Officers of the Corporation shall be elected biennially
at the National Membership Meeting. Unless he/she dies, resigns, or is removed, each Officer
shall hold office until his/her successor is elected.

4.3.   Resignation. Any Officer may resign at any time by delivering written notice to the
President, the Secretary, or the Board.

4.4.   Removal. At the Board's option an Officer may be removed from office who fails to
attend 3 consecutive meetings, 50% of the meetings in a one year period, or for cause by a 2/3
vote of the sitting Board of Directors.

4.5.   Vacancies. A vacancy in any office because of death, resignation, removal, disqualification
or any other cause may be filled through appointment by the President for balance of the term.




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4.6.    President. The President shall be Chief Executive Officer of the Corporation and,
subject to the Board's approval, shall supervise and control all of the assets, business and affairs
of the Corporation. The President may sign deeds, mortgages, bonds, contracts, or other
instruments, except when the signing and execution thereof have been expressly delegated by
the Board or by these Bylaws to some other officer or agent of the Corporation or are
required by law to be otherwise signed or executed by some other Officer or in some other
manner. The President may appoint or remove any staff or consultants for the Corporation and
establish the rate of compensation for any such staff person or consultant. In general, he/she
shall perform all duties incident to the office of President and such other duties prescribed by
the Board from time to time and as written in National Operating Procedures. He/she shall, if
present, preside at all meetings of the Board of Directors. The President may only vote on the
Board of Directors in the event of a tie.

4.7.    Executive Vice-President shall assume the duties of the President if the President is
unable for any reason to fulfill the obligation. The Executive Vice President shall also perform
duties as assigned by the President and as written in National Operating Procedures.

4.8.    Administrative Vice-President will monitor the activities and interactions
among/between Officers and National Committee Chairs; oversee the duties, jurisdictions and
responsibilities of the National Committees; will arbitrate on behalf of the President as needed
for the good of the organization. The Administrative Vice President shall also perform duties as
assigned by the President and as written in National Operating Procedures.

4.9.   Secretary. The Secretary shall: (a) keep the minutes of meetings of the Board in one or
more books provided for that purpose; (b) see that all notices are duly given in accordance
with the provisions of these Bylaws or as required by law; (c) be custodian of the corporate
records; (d) keep registers of the post office address of each Director; (e) sign with the
President, or other Officer authorized by the President or the Board, deeds, mortgages, bonds,
contracts, or other instruments, except when the signing and execution thereof have been
expressly delegated by the Board or by these Bylaws to some other Officer or agent of the
Corporation; (f) prepare and submit an annual report as required by the District of Columbia
Nonprofit Corporation Act and (g) in general perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him/her by the
President or by the Board and as written in National Operating Procedures. In the absence of
the Secretary, an Assistant Secretary may perform his/her duties.




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4.10. Treasurer. If required by the Board, the Treasurer shall give bond for the faithful
discharge of his/her duties in such sum and with such surety or sureties as the Board shall
determine. He/she shall have charge and custody of and be responsible for all funds and
securities of the Corporation; receive and give receipts for moneys due and payable to the
Corporation from any source whatsoever, and deposit all such moneys in the name of the
Corporation in banks, trust companies or other depositories selected in accordance with the
revisions of these Bylaws; and in general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be assigned to him/her by the Chair
or by the Board and as written in National Operating Procedures. In the absence of the
Treasurer, an Assistant Treasurer may perform his/her duties.

4.11. Salary. The Officers may receive compensation for their services as adopted by
resolution of the Board. Officers may be reimbursed for their expenses. No loans shall be made
by the Corporation to its Officers.

4.12. Bonding. The Organization shall provide the Board and Officers insurance for errors
and omissions.
                                ARTICLE 5. MEMBERS

5.1.    Definitions. For purposes of determining membership in the national Veterans and
Military Families for Progress the following definitions shall apply:

5.1.1. Veteran Member -- A veteran is defined as a person who has taken the oath of
induction and reported for duty. A veteran includes:
    a) Any individual who is retired or discharged (other than Dishonorably) from the armed
        forces of the United States.
    b) Military members - Those currently serving in the U.S. Military, Reserves, National
        Guard, and Coast Guard.
    c) Fiduciary, Custodian, or Legal Guardian of a veteran who may act on behalf of the
        veteran but is not a member as an individual.

5.1.2. Family Member -- Family members of veterans, as defined above, or of U.S. service
personnel who died while serving in an armed conflict, were declared Missing In Action (MIA),
or declared a Prisoner of War, but not repatriated to the United States at the end of the
conflict shall include:
    a) Spouse, Domestic Partner or Significant Other
    b) Child -18 or older
    c) Sibling -18 or older
    d) Parents
    e) Fiduciary, Custodian, or Legal Guardian of a family member who may act on behalf of
        the veteran but is not a member as an individual.
    f) Parental figures with whom the veteran defined above has resided either before or
        during active duty or reserve service

5.1.3. Sustaining. This is to be considered a `sponsor'. It comprises companies, labor unions,
entrepreneurs, and other small businesses. Sustaining members will pay dues of $1000 per year.


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Sustaining Member category is nonvoting. The member must show commitment to the
organization's Mission Statement.

5.1.4. Honorary Member --Honorary Membership is a non-voting category and is for any
elected officials and staff. Annual dues for elected officials is $75.00 a year and $35.00 a year for
staff. Honorary Members must be approved by the Board of Directors and must show
commitment to the organization's Mission Statement. Additional honorary members may be
designated by a resolution of either the Board or the National Membership Meeting

5.1.5. Member in Good Standing -- Veteran members and family members of the National
Veterans and Military Family for Progress shall be considered "in good standing" if their dues
are current, and the member remains committed to the organization's Mission Statement.

5.1.6. Dues -- Membership dues shall be paid on an annual basis. The Board shall determine
the dues rate and any dues change shall require a two-thirds vote of the Board. Dues may be
changed no more frequently than every other year.

5.2.   Membership. Any veteran, or family member, as defined in 5.1.1 through 5.1.2 above and
in good standing shall qualify as a member of the national Veterans and Military Families for
Progress, and shall enjoy the full rights and responsibilities of membership.

5.3.   Voting. Each member in good standing shall have voting privileges on all matters brought
before the body at its national conferences, including, but not limited to, elections of the Board
of Directors and Officers as prescribed in these Bylaws, resolutions, changes to the
organization's Constitution and/or Bylaws, policies, and political positions and/or endorsements.

5.4.     Misconduct of Members. The Board shall develop a policy for causes and conditions for
discipline or withdrawal of membership.

                 ARTICLE 6. STANDING & ADVISORY COMMITTEES

6.1.    General. The President, with the advice and consent of the Board, may designate and
appoint one or more committees to assist in preparing and implementing Corporation policies
and programs and advise and aid the Board, Officers and employees of the Corporation in any
and all matters designated by the President. If any such committee shall have and exercise the
authority of the Board in the management of the Corporation, it shall consist of no fewer than
two Directors. Each such committee may, subject to the approval of the President, with the
advice and consent of the Board, prescribe rules and regulations for the call and conduct of
meetings of that body and all other matters relating to its procedures and responsibilities,
which shall be recorded in Committee Operating Procedures. Each such committee shall keep
regular minutes of its meetings and deliver such minutes to the President, who shall present
them to the Board. The members of any committee shall not receive any stated salary for their
services as such, but by resolution of the Board of Directors a fixed sum or expenses of
attendance, or both, may be allowed for attendance at any meeting of such committee.
6.2.    Standing Committees
     a) Audit Committee ­ Purpose is to complete a yearly audit.


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   b) Communications Committee ­ Purpose is to facilitate internal membership
      communication.
   c) Elections Committee ­ Shall not include any current Officers, Board members or
      candidates for such offices. The Elections Chairperson shall be elected by the
      membership at the general meeting and the Chairperson shall appoint such members to
      the committee as needed to run the election.
   d) Finance Committee ­ The Treasurer shall serve as the Chairperson of this Committee.
   e) Fundraising Committee ­ Purpose is to perform fundraising.
   f) Government Affairs Committee ­ Purpose is to review and advise on government
      policy, legislative, budgetary and programmatic issues.
   g) Membership Committee ­ Purpose is to grow the membership.
   h) Military Families ­ Purpose is to provide research, advice and assist in implementation of
      the rights, needs and issues for military families.
   i) Operations and Projects Committee ­ Purpose is to provide research, planning and, if
      approved by the Board, implementation for projects.
   j) Organization and Structure Committee ­ Purpose is to review, advise and to assist
      chartered groups with the legal documents and structure of the organization.
   k) Media/Public Relations Committee ­ Purpose is to handle media and public relations.
   l) Rules Committee - The Rules Committee is responsible for the Constitution and/or
      Bylaws, and may be called upon to interpret it where questions arise. It shall, on order
      of the Executive Committee, prepare and submit amendments proposed by members;
      and it may on its own motion prepare and present to membership any amendments
      which it deems necessary. It shall receive all resolutions introduced by members and
      may reword them, combine those having the same intent and otherwise edit and
      prepare for presentation, and shall present them to the members with the committee
      recommendation thereon.

                              7.      ARTICLE 7. CHARTERS

7.1.   Request for Charters. Request for a Charter with the Veterans and Military Families for
Progress (VMFP) shall be sent for approval to the Board. VMFP shall provide a Charter request
document to include any supporting documentation.

7.2.   Minimum Membership. Requests for a Charter shall have a minimum of 10 members
who are not members of any other charter within VMFP. All state and local charter members
must be members in good standing of VMFP.

7.3.    Adoption of Bylaws. All Chartered groups must abide by the Bylaws of the VMFP. A
Chartered group may adopt additional local Bylaws but they must not be in conflict with the
VMFP Bylaws. All local Bylaws must be submitted to the national VMFP.
7.4.    Policy and Endorsements. Chartered groups may not adopt or endorse federal issues or
federal candidates that are in conflict with official positions of the VMFP. Chartered groups may
adopt or endorse local issues or local candidates based on the will of their membership.




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                  ARTICLE 8. NATIONAL MEMBERSHIP MEETINGS

8.1.    The Corporation shall convene a National Membership Meeting every two (2) years
thereafter, at such times, dates, and places as may be designated by the Board of Directors. The
National Membership Meeting shall be the highest authority of the Corporation. Its authority
includes, but is not limited to, elections of the Board of Directors and Officers as prescribed in
this document; resolutions, changes to the organization's Constitution and/or Bylaws, policies,
and political positions and/or endorsements.

8.2.   The National Membership Meeting shall be open to attendance by the membership as
defined in these Bylaws.

8.3.   Each member in good standing shall be entitled to be heard on each and every subject
to come before the National Membership Meeting, subject to rules of procedure and debate as
reported by the Rules Committee and adopted by the delegates at the commencement of the
Membership Meeting.

8.4.   Each member in good standing shall have voting privileges on all matters brought before
the body at the National Membership Meeting.

8.5.  Except as otherwise provided in rules of procedure and debate adopted by the
Membership Meeting, the President shall preside as the Chairperson.
8.6.  A secret ballot shall not be permitted upon any floor vote called for at the National
Membership Meeting. Casting of votes for election of Officers and Directors shall be in the
manner adopted by the delegates with the recommendation of the Elections Committee.

8.7.     A majority of the credentialed members attending the National Membership Meeting
shall constitute a quorum.

8.8.   The National Membership Meeting shall be the highest governing body of the
organization and shall be the final decision making authority for the organization.

           ARTICLE 9. CONTRACTS, LOANS, CHECKS AND DEPOSITS

9.1.    Contracts. The Board may authorize any Officer or Officers, or agent or agents, to
enter into any contract or execute and deliver any instrument in the name of, and on behalf of,
the Corporation. Such authority may be general or confined to specific instances.

9.2.   Loans. No loans shall be contracted on behalf of the Corporation and no evidences of
indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such
authority may be general or confined to specific instances.




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9.3.   Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes
or other evidences of indebtedness issued in the name of the Corporation shall be signed by
such Officer or Officers, or agent or agents, of the Corporation and in such manner as is from
time to time determined by resolution of the Board.

9.4.   Deposits. All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such banks, trust companies or other
depositories as the Board may select.

9.5.   Gifts and Contributions. The Treasurer may accept on behalf of the Corporation any
contribution, gift, bequest or device as may be consistent with the established purposes of the
Corporation and as may be permitted by any applicable local, state or federal law.

9.6.   Financial Policies. The Board shall by resolution set financial policies that include limits
on expenditures of any type without Board approval, signatory authority, and affiliate
requirements to submit audits, etc.

                           ARTICLE 10. BOOKS AND RECORDS

The Corporation shall keep correct and complete books and records of account, minutes of
the proceedings of its Board and such other records as may be necessary or advisable, or
required by law at the registered or principal office of the Corporation. All books and records
of the Corporation may be inspected by a director for any proper purpose at any reasonable
time, upon reasonable notice to the Secretary of the Corporation. All continuous motions shall
be placed in the Policy Manual, which shall be kept in perpetuity.

                                 ARTICLE 11. FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year, provided that if a different fiscal
year is at any time selected for purposes of federal income taxes, the fiscal year shall be the
year so selected.

                             ARTICLE 12. INDEMNIFICATION

To the full extent permitted by the General Corporation Law of the District of Columbia, the
Corporation shall indemnify any person who was or is a party to any civil, criminal,
administrative or investigative action, suit or proceeding by reason of the fact that he/she is or
was a Director or Officer of the Corporation, or is or was serving at the request of the
Corporation as a Director or Officer of another Corporation against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and necessarily
incurred by him/her in connection with such action, suit or proceeding; and the Board may, at
any time, approve indemnification of any other person which the Corporation has the power to
indemnify under the General Corporation Law of the District of Columbia. The indemnification
provided by this Article shall not be deemed exclusive of any other rights to which a person
may be entitled as a matter of law or by contract. The foregoing shall not apply to matters as to
which any such person shall be adjudged in such action, suit or proceeding to be liable for


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negligence or misconduct in the performance of a duty. The Corporation may purchase and
maintain indemnification insurance for any person to the extent permitted by applicable law.

                            ARTICLE 13. RULES OF ORDER

Roberts Rules of Order shall be used except as modified by these Bylaws, which shall take
precedent.

                    ARTICLE 14. AMENDMENT OF THE BYLAWS

These Articles may be altered, amended or repealed, and new Articles may be adopted by the
Membership at any regular or special meeting of the full membership by a two thirds vote.
Notification of proposed changes must be presented in writing to the Board 60 days before the
Membership meeting and mailed to each member 30 days before the meeting.




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