Bylaws

VOS BY-LAWS
Revised: November,
2016 ARTICLE I

Section 1:

NAME AND OFFICE

The name of this organization is VETERANS OF SAFETY. The official abbreviation (acronym) is VOS.

Section 2:

The name and/or abbreviation will not be changed or altered when used by members, Society committees, chapters, etc., of the organization.

Section 3:

VETERANS OF SAFETY is incorporated in the State of Missouri under the General not-for-profit Act. The organization was originally incorporated in 1959 under Articles of Incorporation, which were amended in 1962 to revise the corporate purposes to assure the retention of tax exempt status under the Internal Revenue Code. These Articles of Incorporation, as amended, are quoted below, WITH THE EXCEPTION of the Article, which listed the original registered agent, and the Article, which listed the names and addresses of the first Board of Directors; these Articles have been eliminated.

Section 4:

The period of duration of the corporation is perpetual.

Section 5:

This organization is independent, non-profit, non-commercial, and non-political. It dedicates its efforts to the advancement of the sciences of Safety, Health and other related disciplines.

Section 6:

Upon dissolution or final liquidation of the corporation, the remaining assets of the corporation, after payment or discharge of its obligations have either been made or provided for, will be transferred to the assets of THE SAFETY AND HEALTH HALL OF FAME INTERNATIONAL (SHOFFI). If SHOFFI is non-existent, all

remaining assets will be donated to such other non-profit charitable, educational, scientific, or religious organizations with substantially similar purposes. Any organization receiving such funds must be qualified for exemption under Section 501 (a), and as described in Section 501 (c)(3) of the Internal Revenue Code of the United States, being in effect at the time of the disposition with reference to Exempt Organization. A majority vote of the Board of Directors is required.

ARTICLE II

PURPOSE

Section 1:

The objectives of this organization are:

  • To provide the means and facilities for studies and research in the sciences of Safety, Health, and related disciplines.
  • To assist with the prevention of accidents which cause both human suffering and loss of life.
  • To advance the sciences of Safety and Health through cooperation and association with those persons and/or organizations who have extensive knowledge and/or experience in their respective fields.
  • To promote the welfare of the general public by providing an organization of Safety and Health Professionals qualified to address public concerns relating to safety and/or health matters.
  • To strive to reduce the loss of life and human suffering caused by accidents, by assisting and working with other exempt organizations, groups, and individuals, with similar interest and purpose.
  • To work toward the establishment of a living legacy that will pay homage to those Safety and Health Professionals who gave unselfishly, so that one day all persons will enjoy life that is free of recognized hazards.
  • To conduct an annual “Memorial Service” in memory of those members who passed away during previous years.
  • Provide annual scholarship to a student pursuing a career in the safety profession thru the ASSEF.

The above listed purposes will be used exclusively in the public interest, as set forthin the definitions for charitable and scientific purposes as defined in Section 501 (C)

(3) of the Internal Revenue Code, applicable codes of other nations, and any amendments hereto.

ARTICLE III

SCOPE/ORGANIZATION

The scope of this organization is INTERNATIONAL.

ARTICLE IV

MEMBERSHIP

Section 1: MEMBERSHIP

Any person engaged full time in one or more phases of Safety, Health and/or Environmental specialties for an accumulated period of 10 years or more, is eligible to apply for the classification of MEMBER.

Any person engaged full time in one or more phases of Safety, Health and/or Environmental specialties for a period of 5 – 9 years, is eligible to apply for the classification of ASSOCIATE. An ASSOCIATE member is eligible to become a MEMBER when he/she has attained the required accumulative period of 10 years; reclassification is the responsibility of each ASSOCIATE member.

Any person who qualifies under one of the following three (3) categories, and where applicable, has received a commitment in writing from a current VOS member to act as mentor during the time period prior to becoming eligible for the classification of ASSOCIATE member, is eligible to apply for the classification of AFFILIATE:

  1. Students within an academic program, who have declared during their last two (2) years of undergraduate work or during post graduate work, that the field of Safety, Health and/or Environmental is their declared choice; OR
  2. Practitioners who are employed as Safety, Health and/or Environmental Professionals; OR
  3. Safety and Health Professionals, as well as vendors, who have accumulated less than five years of experience,.

Section 2: APPLICATION

When an applicant resides within the jurisdiction of a local chapter, application for membership in VOS may be submitted either through the local chapter or directly with VETERANS OF SAFETY.

Section 3: REQUIREMENTS

The Executive Director will review each application for membership. Membership classification will be based on the applicant’s experience. In the absence of the Executive Director, the Membership Chair will review each application for membership.

Section 4: ELECTED OFFICE

Only MEMBERS may hold elected International Office.

Section 5: HONORARY MEMBERSHIP

HONORARY membership may be conferred upon any person [non-member of VOS] deemed worthy of such recognition by the Board of Directors. HONORARY membership is perpetual unless rescinded by a 2/3’s vote of the Board.

  1. A Petition to Nominate an individual for HONORARY membership must be acted on by at least five members in good standing. The Petition must specify the reasons for nomination, along with a copy of the candidate’s resume’. All petitions must be forwarded to the current President, who will promptly submit it to the Membership Committee. If approved by the committee [simple majority], the nomination for this honor will be conducted by the posting of a letter ballot with supporting resume’ by the President, to each member of the Board. The completed ballots will be mailed to the Executive Director for tabulation. An approval vote of at least 2/3’s of the Board of Directors is required.
  2. The Board can not consider nominations for HONORARY membership during the 60-day period prior to the Annual Meeting; such nominations will be held until the next operating year.
  3. HONORARY members may attend meetings and speak to items on each meeting agenda; however, they are not allowed to make motions or vote.
  4. HONORARY membership will not prevent an individual from applying for the various classifications of regular membership in VETERANS OF SAFETY, as long as the requirements in Section 1, Article IV are met.

Section 6: MEMBER EMERITUS

The MEMBER EMERITUS classification may be awarded by the Board of Directors, upon any member in good standing with the Society for five (5) years or more, and has retired from the Safety or Health profession. After January 1, 2010, each new member emeritus will be charged Twenty-Five dollars ($25.00) per year to cover administrative expenses.

Section 7: FELLOW

The title of FELLOW is reserved for members in good standing who have made an outstanding contribution to the advancement of the Society.

  1. The title of FELLOW shall only be conferred by the Board of Directors.
  2. A Petition to nominate a member for the title of FELLOW must be acted on by at least five (5) members in good standing. The Petition must specify the reasons for the nomination. All Petitions must be forwarded to the current President.
  3. The Petition(s) must be presented by the President to the Board of Directors during the Society’s Annual Meeting. An approval vote of 2/3’s of the Board is required.

Section 8: LIFE MEMBER

Any member in good standing or any MEMBER EMERITUS may apply for the classification of LIFE MEMBER.

The classification of LIFE MEMBERSHIP is a one-time payment of dues. The dues are based upon four (4) age levels:

  • 50 – 54 $ 1,250.00
  • 55 – 59 $ 1,000.00
  • 60 – 64 $ 750.00
  • 65 + $ 500.00

NOTE: Life membership rates were modified at the Board meeting on September 19, 2009 and are subject to change by the Board of Directors.

ARTICLE V

ELECTED/APPOINTED POSITIONS

Section 1: BOARD OF DIRECTORS

The affairs of the organization are governed by the Board of Directors. Their duties are to aid, assist, and promote the objectives of the organization. The composition of the Board from the United States is limited to 15 members. A maximum of five positions is elected annually, with each term of office being for a three-year period. International representation on the Board of Directors is based on the following criteria: one member for every 100 members from each country, with each term being for three years.

  1. The Dean of Ambassadors is a voting member of the Board.
  2. The officers of this organization are elected from the Board of Directors. [See ARTICLE V, Section 3.]

Section 2: EXECUTIVE COMMITTEE

The Executive Committee is composed of the President, Vice-President, Secretary, Treasurer, the Executive Director, and the Dean of the Council of Ambassadors.

The Executive Committee supervises the affairs of the organization.

Section 3: OFFICERS

  • The order of succession to office is as follows: Vice-President to President
  • During the Annual Meeting, the Board of Directors will officially confirm this succession.
  • Then from the Board, the Directors will elect a Vice-President.
  • Then from the Board, the Directors will elect both a Secretary and a Treasurer.
  • Upon the completion of these elections, the outgoing President will then turn the “gavel of authority” over to the newly confirmed President.
  • The President and Vice President will serve for a term of one year; they will not serve more than two (2) terms in any one office unless filling an unexpired term. After serving two terms, the President shall not be reelected to that office for at least one year. Both the Secretary and Treasurer may serve without restriction.

Section 4: EXECUTIVE DIRECTOR

The Executive Director is appointed by the Board of Directors on a continuing, non- restrictive basis. A 30-day written notice of resignation is required of the Executive Director by the Board. Exception to this written requirement may occur if the Board of Directors determines that the Executive Director should be replaced because of physical incapacity, ineptitude, or misconduct.

If, for any reason that this position becomes vacant prior to the end of the organization’s fiscal year, the President has the authority to appoint an interim Executive Director. This temporary appointment becomes effective upon a majority approval of the Board of Directors.

Section 5: AMBASSADORS

The title of AMBASSADOR has been established by the VETERANS OF SAFETY, to recognize those members in good standing who have served at least one term as Society Vice President or President. Further, the COUNCIL OF AMBASSADORS has been established as a forum for the Ambassadors to meet.

Other persons may become Ambassadors if nominated by at least one VOS member in good standing, with approval by a 2/3’s vote of the Council of Ambassadors.

The immediate Past President will serve as the DEAN [Chairmanship] of the Council of Ambassadors until replaced by the next Past President. If the position of Dean becomes vacant, then the Council members will elect an interim Dean from amongst the Council members.

ARTICLE VI

DUTIES OF ELECTED/APPOINTED POSITIONS

Section 1: PRESIDENT

It is the duty of the President to preside at all meetings; enforce the by-laws as they relate to the administration of VOS; prepare an Annual Report which is both presented to the Board of Directors during the Annual Meeting, and distributed to the membership in the Society newsletter; and Chair the Annual Memorial Service.

Section 2: VICE – PRESIDENT

In the absence of the President, the Vice – President will carry out the duties of the President. In addition, he/she will both counsel and assist the President with the administration of all business pertaining to VOS.

Section 3: [Deleted by By-laws change effective January 1, 2007]

Section 4: TREASURER

The Treasurer will review the monthly financial report as submitted by the Executive Director. The annual budget will be prepared and presented to the Board of Directors during each Annual Meeting.

The Treasurer will make fiduciary recommendations to the Board, as necessary.

Due to the international scope of VETERANS OF SAFETY, checks may be signed by

either the Treasurer or the Executive Director. All checks in excess of $500.00 must be signed by both the Executive Director and the President,. In the absence of the Executive Director, the Vice President shall sign checks with the President and Treasurer.

Section 5: SECRETARY

The Secretary will assist the Executive Director with legal documentation; responsibilities of the organization; distribute minutes; and review correspondence at each Board of Directors and Executive Committee Meeting. Further, he/she will review prior meeting minutes with the Executive Director prior to each meeting, to assure accuracy. In the absence of the Executive Director, the President shall work with the Secretary.

Section 6: EXECUTIVE DIRECTOR

The Executive Director will originate and maintain the minutes of all meetings, as well as document all resolutions as presented and acted on by the Board of Directors. Further, he/she will originate correspondence relating to VOS; issue all notices of meetings; and maintain a current membership roster. In the absence of the Executive Director, these duties shall be performed by the President.

All money due the VETERANS OF SAFETY will be paid by check and sent directly to the Executive Director, and receipts for all financial obligations of VOS will be maintained for record. Also, interim reports on the status of the Treasury will be sent to the Board of Directors by the Executive Director. He/she will be bonded. In the absence of the Executive Director, these reports shall be prepared and presented by the Treasurer.

Section 7: COUNCIL OF AMBASSADORS

It is the duty of the Council of Ambassadors to assist the Board of Directors in determining the future direction of VOS. The Dean of the Council, who also serves as an advisor to the President, will present any and all recommendations to the Board. In the absence of the Dean, an appointed representative of the Council will present the recommendation(s).

The Council will meet prior to the Annual Meeting of the Board of Directors.

A Council member will be appointed as Historian, on a non-restrictive basis, to assist the Executive Director with the preservation of VOS records.

 

ARTICLE VII 

COMMITTEES

The following are established standing committees of this organization:

  1. AWARDS
  2. BUDGET [Treasurer as Chairperson, Vice – President and Executive Director as members.] In the absence of the Executive Director, the Secretary shall serve as a member of this committee.
  3. BY – LAWS
  4. LONG RANGE PLANNING
  5. MEMBERSHIP
  6. MEMORIAL SERVICE [Immediate Past President as Chairperson.]
  7. PROGRAMS
  8. TELLERS

The President may appoint such other committees, as necessary, to assist with the operation of the organization.

ARTICLE VIII 

MEETINGS

Section I: BOARD OF DIRECTORS

The Board of Directors will hold an Annual Meeting. This meeting will be held in Missouri, the state of the Society’s incorporation. Meeting dates and locations will be available from the Executive Director not less than 60 days before any meeting. In the absence of the Executive Director, the President shall provide the date and location of the Annual Meeting.

The Board of Directors may meet as often as necessary in order to conduct the business of the organization. The President will initiate such meetings, which would be in addition to the established Annual Meeting. These meetings may be via conference calls.

Any business, which a simple majority of the Board of Directors consent to in writing [letter ballot], will be approved without a called meeting.

The minutes of each meeting will reflect the presence or absence of each Director. In the event of absence, the minutes will reflect the reason for the absence. Each Board Member is required to attend or participate in at least one third of the meetings per operating year. When this threshold is not met, the President shall consult with the affected Director. If the reasons for absence are not appropriate, the Director may be removed by the President. The President may appoint a replacement Director to complete the unexpired term of office.

Section 2: COMMITTEES

All committees are subject to the call of their respective Chairman.

Section 3: SPECIAL MEETINGS

Special Meetings of the Board of Directors may be called by the President or upon written request of at least five (5) members of the Board. The “call” must stipulate the date, time, place, and reason for the meeting. Only the business stated in the “call” may be transacted.

Special Meetings of the Executive Committee may be called by the President, or by any two-(2) members of the Committee. The “call” must stipulate the date, place and reason(s) for the meeting. All matters required to be discussed by the Executive Committee will be addressed. Any official actions approved by the Committee that affects this organization will require Board approval

Section 4: QUORUM

50% of the membership of the Board of Directors constitutes a quorum. In order to establish such quorum, absent Board Members may send a written proxy to the Executive Director in advance of the meeting, or such proxy may be hand carried by a current member of the Board. In either case, a current Board Member must be specifically designated in the proxy. However, if less than 50% of the Board members are present and/or represented by proxy, then all business acted upon at that meeting may be ratified by mail and/or by electronic media. In the absence of the Executive Director, proxies shall be sent to the President.

ARTICLE IX

NOMINATIONS/ELECTIONS

Section 1: NOMINATIONS/ELECTIONS

The Nominating Committee is composed of three (3) members of the Council of Ambassadors, along with the Dean who serves as Chairman.

Prior to the Annual Meeting of the Board of Directors, the Nominating Committee will present to the Board by mail, a slate of proposed nominees for election to the Board for the next three (3) year term. Written consent to serve and abide by the by-laws, is required from each candidate.

Prior to May 1st of each year, any five (5) members in good standing may submit a signed petition nominating one or more individuals for election to the Board. The petition must be accompanied by a written consent to serve and abide by the by-laws from each nominee, and it is to be submitted to the Chairman of the Nominating Committee.

By June 1st of each year, the nominating Committee Chairman will present the names of all nominees to the members of the Board of Directors.

In the July newsletter, the Nominating Committee will present to the Society membership, the list of nominees to be voted on for the next three (3) year term of office. No more than five (5) nominees may be elected in any one year. Completed ballots, as found in the newsletter, are to be returned to the Teller Committee chairperson. The Tellers Committee will then meet at the location designated by the Board to tally the vote. The President will be notified of the results by phone (or electronically); the Executive Director will then notify the membership by mail. In the absence of the Executive Director, the President will make these notifications.

Section 2: NOMINATIONS/ELECTIONS [Other Countries]

It will be the responsibility of the members of each country to nominate candidates for the Board of Directors, in accordance with ARTICLE V.

ARTICLE X

DUES

Section 1:

Dues are payable annually [US$], and the amount is determined by the Board of Directors.

Membership applicants will submit a non-refundable application fee [US$] with their application; the Board of Directors determines the amount of the fee.

Member Emeritus administrative fee is also determined by the Board.

Section 2:

Dues are payable during the first quarter [January – March] of each fiscal operating year, and at the time of application for membership. Until such payment is received, a membership

card will not be issued.

New member’s dues that are paid during the last quarter [October – December] of any fiscal year will be entitled to membership for the ensuing year.

Section 3:

Any member, whose dues are not paid by or before July 1 of the following year, will automatically be dropped from membership. Reinstatement may occur upon payment of one year’s back dues, along with the current year’s dues, and with approval of the Membership Committee.

ARTICLE XI

DISBURSEMENT OF FUNDS

Section 1:

For accounting purposes, the fiscal operating year is the calendar year.

Section 2:

The Executive Committee will perform an annual audit of the financial records of VETERANS OF SAFETY, which are maintained by the Executive Director. A report of the results will be presented to the Board. In the absence of the Executive Director, the financial records shall be maintained by the treasurer.

ARTICLE XII

SHOFFI

Section 1: (Removed by Member Vote, November 2017)

Section 2:

A petition/application to submit the name of a person for consideration for election to the SAFETY AND HEALTH HALL OF FAME INTERNATIONAL must be acted on by at least five (5) people with knowledge of the person submittedThe petition/application must have accompanying documentation specifying the reasons for the submittal. All petitions/applications must be forwarded to the current SHHOFI President, at least 120 days prior to the official SHHOFI Induction Ceremony which will be posted on the VOS Web page.

The President will present the petition(s)/applications(sto the SHHOFI Selection Committee for review and a vote up or down for approval for Induction into the Hall of Fame. An approval vote of 2/3’s of the SHHOFI Selection Committee is required for each petition/application. If at least 2/3’s of the SHHOFI Selection Committee is not present for the meeting, a ballot vote of the entire SHHOFI Selection Committee is required on each petition/application.

ARTICLE XIII

MEMORIAL SERVICE

The Memorial Service will be held annually.

ARTICLE XIV

LOCAL CHAPTERS

Section 1:

Application for the formation of a chapter may be made in any country, sub-division thereof, or areas where not less than ten (10) members in good standing reside. All applications will require the approval of the Board of Directors.

Section 2:

Upon approval by the Board, the Chapter will be issued a certificate entitling it to hold meetings for one (1) year from the date of approval of the application. At the end of this period, and with approval of the Board, a Charter will be issued to the Chapter giving it authority to hold meetings and transact business.

Section 3:

A Charter granted to a Chapter would remain in effect as long as the Chapter continues to abide by the by-laws which govern chapters.

Section 4:

If a Chapter does not abide by the by-laws that govern chapters, the Board of Directors will take action to withdraw the Charter.

Section 5:

When a Charter is approved by the Board, the organized group will then be identified as a

“Chapter, Veterans of Safety”; no deviation from this designation is allowed.

Section 6:

The minimum number of Chapter Officers is three (3): President, Vice President, and Secretary-Treasurer.

Section 7:

Chapter Constitution and Bylaws will conform to the Articles of Incorporation and Bylaws of VETERANS OF SAFETY, along with any other such requirements of the VOS Board of Directors.

Section 8:

Chapters may establish dues with a simple majority vote of the Chapter members.

Section 9:

Each member of a Chapter will become a member of the International organization, with the same membership classification; however, it is optional for a member of VOS, who resides within the geographical area of a Chapter, to become a member of the local Chapter.

Section 10:

Each Chapter is required to hold a minimum of one (1) membership meeting during each fiscal year. Minutes of all meetings are to be sent to the Executive Director, and as a minimum, they are required to include the following information: meeting place; date; time; name of presiding officer; names of members in attendance; business presented; and actions taken. In the absence of the Executive Director, these minutes will be submitted to the President.

Section 11:

Any Chapter that is inactive for a period of two (2) years, or for any other justifiable cause as determined by the Board of Directors, will surrender its Charter upon request.

Section 12:

Any funds still available with a local chapter whose Charter has been withdrawn, will be surrendered to the Board of Directors of VETERANS OF SAFETY. These funds will be put in escrow for a period of three (3) years. If at the end of three (3) years, and the Chapter has

not been reactivated, these funds will be turned over to the VETERANS OF SAFETY SCHOLARSHIP FUND. In its absence, distribution will then take place as per the procedure as found in ARTICLE I, Section 6, of these bylaws.

Section 13:

Chapters will clear all resolutions, which affects the organization of the VETERANS OF SAFETY, through the VOS Board of Directors.

ARTICLE XV

STUDENT CHAPTERS

Section 1:

Application for the formation of a Student Chapter may be made in any country, sub- division thereof, or areas where not less than eight (8) members in good standing reside. All applications will require the approval of the Board of Directors.

Section 2: 

Upon approval by the Board of Directors, a Student Chapter will be issued a certificate entitling it to hold meetings for one (1) year from the date of approval of the application. At the end of this period, and with approval of the Board, a Charter will be issued to the Chapter giving it authority to hold meetings and transact business.

Section 3:

A Charter granted to a Chapter would remain in effect as long as the Chapter continues to abide by its bylaws which govern chapters.

Section 4:

If a Chapter does not abide by the bylaws that govern chapters, the VOS Board of Directors will take action to withdraw the Charter.

Section 5:

When the Charter is approved by the Board, the organized group will then be identified as a “Student Chapter, Veterans of Safety”; no deviation from this designation is allowed.

Section 6:

The minimum number of Chapter Officers is three (3): President, Vice-President, and Secretary-Treasurer.

Section 7:

Student Chapter Bylaws will conform to the Articles of Incorporation and bylaws of VETERANS OF SAFETY, along with any other such requirements of the Board of Directors.

Section 8:

Student Chapters may establish dues with a simple majority vote of the Chapter members.

Section 9:

Each member of a Student Chapter is required to be a member in good standing of that Chapter.

Section 10:

Each Student Chapter is required to hold at least one (1) membership meeting during each fiscal year. Minutes of all meetings are to be sent to the Executive Director, and as a minimum, they are required to include the following information: meeting place; date; time; name of presiding officer; names of members in attendance; business presented; and actions taken. In the absence of the Executive Director, these minutes will be sent to the President.

Section 11:

Any Student Chapter that is inactive for a period of two (2) years, or for any other justifiable reason as determined by the Board of Directors, will surrender its Charter upon request.

Section 12:

Any funds still available with a Student Chapter whose Charter has been withdrawn, will be surrendered to the Board of Directors of VETERANS OF SAFETY. These funds will be put in escrow for a period of three (3) years. If at the end of three (3) years and the Chapter has not been reactivated, these funds will be turned over to the VETERANS OF SAFETY SCHOLARSHIP FUND. In its absence, distribution will then take place as per the procedures as found in ARTICLE I, Section 6, of these bylaws.

Section 13:

Student Chapters will clear all resolutions, which affects the organization of VETERANS OF SAFETY, through the Board of Directors.

ARTICLE XVI

RULES OF ORDER

The most current copy of “ROBERT’S RULES OF ORDER” will govern the organization during all meetings, etc., when they are not in conflict with the bylaws or special rules of VOS.

ARTICLE XVII

AMENDMENTS TO THE BYLAWS

Section 1:

Amendments to these bylaws require a 2/3’s vote of the Board of Directors, along with a simple majority vote of those members who return their ballots.

Amendments thus approved, become effective on January 1st of the year following approval.