OFFICIAL DOCUMENTS OF THE TLCB

I. ARTICLES OF INCORPORATION

II. BYLAWS

III. IRS RECOGNITION LETTER

I.

ARTICLES OF INCORPORATION OF THE undersigned, all of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Stock Corporation Law of the Commonwealth of Virginia, do hereby certify:

Article I. Name and Principal Office

The name of the organization shall be The Thailand-Laos-Cambodia Brotherhood, which shall be incorporated under the name “TLC Brotherhood,” and hereinafter referred to as TLCB or TLC Brotherhood. The principal office shall be located in Fairfax County, in the Commonwealth of Virginia.

Article II. Objectives

The TLC Brotherhood was organized for the following purposes and no other:

1.    To provide a benevolent , non-partisan association primarily for veterans, both military and civilian, of the era of United States involvement in the armed conflicts in Southeast Asia, with a primary interest in service outside the Republic of Vietnam, and open to all who contribute dues, if any, and agree to support these objectives. Association shall be facilitated by provision of means of communication among members and to the public for educational purposes. These means may include internet member lists and websites as well as periodic newsletters for members not using the internet.

2.    To provide charitable assistance through endeavors that the membership may select from time to time. Financial assistance using TLC Brotherhood funds shall be limited to charitable causes or organizations and shall not inure to the benefit of any individual member of the TLC Brotherhood.

3.    To honor the service of those described in Objective 1, and the memory of those who died or are missing in action as a result of their service.

4.    To collect and preserve the history of the service of those described in Objective 1, and to promote public knowledge and understanding of this service through educational activities.

Article III. Non-Profit Corporation

TLCB is not for profit. Hence, no financial residue from the activities of TLCB shall inure to the benefit of any member or individual, officer, or other private person, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the objectives set forth in Article II hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the objectives of this corporation.

Article IV. Board of Directors of the TLC Brotherhood (“the board”)

The board of directors shall be comprised of the following officers: president vice president secretary, treasurer, and chaplain. In addition there shall be four members at-large. Members of the board shall serve for two years, except that the initial term for the president, treasurer, and two members-at-large shall be for one year. After serving three consecutive terms no member of the board may serve in the same position until at least one term will have elapsed. The board of directors represents the members of TLC Brotherhood and shall take no action that is contrary to a majority vote of the members.

Article V. Bylaws

The members of the Thailand-Laos-Cambodia Brotherhood shall adopt, and may from time-to-time amend such bylaws as may be required to carry out the objectives of the TLCB.

Article VI. Amendments

Amendments to the Articles of Incorporation and the By-Laws of the Thailand-Laos-Cambodia Brotherhood may be proposed by the Board of Directors or by any members by petition to the Board, signed by at least twenty percent of active members. Amendments to these Articles shall be adopted if approved by a super-majority of 2/3 of the active members.

Article VII. Disestablishment

 Article VIII. Initial Officers 

The names and addresses of the initial officers of TLC Brotherhood are as follows: 

President:

 Vice President:

Paul C. Lee
204 South Columbus Street
Fredericksburg, TX 78624

Treasurer:

Secretary:

Chaplain:

Signed: 

_____________________________  Date: __________________

President 

______________________________Date:___________________

Vice President 

_____________________________  Date: __________________

Treasurer 

_____________________________  Date: __________________

Secretary 

_____________________________  Date: __________________

Chaplain 

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Draft TLC constitution, as adopted by the board of directors in February, 1999 and revised April 18, 1999.   Revised April 24 to conform to IRS requirements, and re-titled “Articles of Incorporation.”

Note: Rodney Bell replaced William Jaynes as Chaplain during the incorporating process.

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 II.

BYLAWS

BYLAWS OF THE TLC BROTHERHOOD, Inc. (TLCB)

Original dated June, 1999; Amended February 2000; Amended January 2003

 ARTICLE I      MEMBERSHIP

Section 1 Eligibility  

There shall be one type or class of membership, open to all persons who are interested in joining this Brotherhood, provided they: 

a. Accept and support the objectives and other provisions of the articles of incorporation and agree to abide by these bylaws of TLCB. 

b. Remit annual dues as set by the board of directors.

Note: The term "Brotherhood" refers to the mutual support of the members arising out of shared experience and carries no implication of exclusion, whether of sex, ethnic origin, religion, age, national origin, citizenship, or political convictions, provided the two conditions described in this section are met. 

Section 2 Status 

Membership may exist in the following conditions:

a. Active

Application is accepted and dues are current.

b. Inactive

More than three months have elapsed in the new year and dues have not been paid. Not eligible to vote. 

c. Lapsed

Member has been inactive more than one year. May be removed from rolls at the discretion of the board.  

Section 3 Dues 

Membership dues and initiation fees shall be set, from time to time, by the board of directors. 

a. Initiation fees may be required with application for membership. If required, the amount shall be set by the board of directors.  

b. Dues shall be paid by, or on behalf of, all members. Payment shall be due on January 1st of each year and shall be delinquent after March 31st. 

Section 4 Donations 

a. General

Applicants and members may include donations to the general fund of TLCB with their applications and dues payments. The board will keep confidential the donations of all individuals unless specifically approved in advance.  

b. Designation

Donors may designate either the general account to help defray expenses incurred in promoting all Brotherhood objectives, or the assistance account for humanitarian activities.  

c. As compensation

In no case are donations accepted by TLCB as payment to any member for services or labor.  

Section 5 New Membership  

a. Applications for membership in the TLCB must include information required by the board of directors and shall include signed agreement to abide by the articles of incorporation and bylaws of TLCB. Dues or initiation fee as set by the board of directors shall complete the application.  

b. Election to Membership. New applicants are accepted to membership by the secretary if they meet the requirements of Section 5a.Former members are readmitted if they meet the requirements of Section 5a., and any required waiting period has elapsed or has been waived as provided for in these bylaws.  

Section 6 Termination of Membership 

Membership may end in three ways, and may be reinstated, as follows: 

a. By Resignation 

b. Lapsing

Occurs if a member is considered inactive for non-payment of dues. After one year from original due date membership is deemed to have lapsed and ceases to exist.  

c. Expulsion

Upon receipt by the board of formal complaint from any member that a member is willfully violating the articles of incorporation and/or bylaws, or is conducting himself or herself in a way contrary to the objectives of TLCB, the board may expel the offending member through the following expulsion process: 

Expulsion Process. Upon receiving a formal request from a member, asking for the expulsion of another member for cause, as described in Section 6c., the board of directors shall reach a decision in no more than 90 days from receipt of the complaint. The board may terminate a membership only by unanimous vote by written ballot. If the president asks for a poll of the membership in lieu of unanimous vote by the board, a plurality (67%) of active members is required to expel a fellow member, as determined by the secretary. 

d. Reinstatement

A former member, whose membership lapsed or was terminated for any reason, may apply for reinstatement after twelve months have passed since the end of the previous active membership. This waiting period, or any portion of it, may be waived by the president.

ARTICLE II      MEETINGS    

Section 7 Meetings 

The membership of TLCB is geographically open. To the extent possible, the board shall conduct the business of TLCB via electronic connections or through the mails. 

a. Annual

Once within each calendar year, the board of directors shall hold a meeting for all members, to conduct such business as the board shall determine, which shall include election of the board of directors. 

b. All other meetings may be conducted via electronic means.   

ARTICLE III      BOARD OF DIRECTORS   

Section 8 Election of The Board of Directors 

All active members shall be eligible to vote for and to serve on the board of directors. 

a. Nomination

No less than three months prior to the annual meeting the president shall appoint a nominating committee of at least three active members, to prepare a slate for consideration by the membership. This committee shall announce its slate to the membership no less than 30 days prior to the annual meeting, at which date the period for nominations shall be closed. Nominations from any active member may be addressed to the nominating committee or the board during the nomination period and will be reported along with the selected slate. 

b. Election

The first order of business at the annual meeting shall be election of the board. Members who cannot attend the meeting may vote by signed written ballot or proxy in a manner prescribed by the secretary prior to the annual meeting.  

c. Assumption of Office

The new board of directors shall commence their term of office within 30 days of an election. The first order of business shall be appointment of committee chairpersons by the president. 

Section 9 Committees, Standing and Special 

a. Standing Committees

1) Assistance Committee

2) Communications Committee

Promotes Objective 4 and the cause of TLC Brotherhood through communication to the public and publication of quarterly newsletter to all active members and such other recipients as the board shall approve.

3) Membership Committee

Seeks new members through publications, personal contact, etc. Coordinates activity with Communications Committee.

4) Budget Committee

5) History Committee

6) Member Support and Memorial Committee 

b. Annual Reunion Committee 

c. Ad Hoc 

Section 10 Board of Directors Terms of Office, Titles, Duties.

a. Officers

President

Shall preside over and control meetings of the board of directors and of membership. Serves as parliamentary authority for the TLCB and shall be responsible to ensure the business and meetings of TLC Brotherhood are conducted according to Roberts Rules of Order, federal and state law, and those requirements imposed by the articles of incorporation and bylaws of TLCB. Votes only in case of a tie of the directors or members voting. Appoints all committee chairmen except as provided in these bylaws, and is a member of all committees. May waive the waiting period for reinstatement of an expelled or lapsed member. Backup signatory authority on TLCB bank account. 

Vice President

Acts on behalf of the president when requested by the president, with such authority as described at the time of the request. Succeeds the president as described in paragraph c. of this section. National chairperson of reunion committee. Backup signatory authority on TLCB bank account. 

Secretary

Records the business of the board of directors, including official votes. Reports minutes of board meetings to the membership, after they are accepted as official by the board. Communicates on behalf of TLCB, as requested by the board of directors. Certifies membership and expulsion on the official membership roster. 

Treasurer

Maintains the financial accounts of TLCB. Collects dues as set by the board. Reports the receipt of dues to the secretary for tracking of active membership. Establishes and has primary signatory authority on all TLC Brotherhood, Inc. bank accounts. Reports balances, at least semi-annually, and major transactions to the board and is entrusted by the membership with maintaining financial eligibility for tax-exempt status under the rules of the federal government. Makes the books of TLC Brotherhood, Inc. open for inspection by the public upon reasonable notice. Advisor to the budget committee. 

Chaplain

Concerned with the moral and spiritual conduct of the board of directors and the membership of TLC Brotherhood. Shall bring humanitarian and compassionate member issues before the board and shall see that these matters receive proper attention. Shall be sensitive to ensuring that no member is judged or coerced by other members because of their beliefs or principles. Chairperson of Member Support and Memorial Committee. 

b. Members-at-Large (Non-Officer)

There shall be four board members-at-large. Members-at-large shall have voting authority on all board matters. Vacancies may be filled at the discretion of the board. 

c. Succession

If the president should resign office or cease to be an active member for any reason, the secretary shall declare the vice president to be the new president immediately, to serve out the remaining term. The president shall then appoint a vice president from among the remaining board members, to serve out the remaining term. If any officer position (except president) is vacated prior to term completion, the successor to that position shall be appointed by the president from among the members-at-large, to complete the remaining term. 

Section 11 Budget Calendar

The chairperson of the budget committee shall prepare and submit a proposed budget to the board of directors no later than October 1st each year. The final budget as adopted by the board shall be presented to the membership no later than December 1st and shall take effect on January 1st of the following year, covering the period through December 31st of that year.  

Section 12 Communication

a. General

Internet communication is the principal way TLCB conducts its business. In no case shall any communication of the TLCB be used for personal gain, commercial purposes, advertising of any business (except where used for approved charity fund-raising), or solicitation of members for any but charitable contributions to TLCB. 

b. Website

The TLCB shall maintain an internet website, or equivalent, to promote the objectives of the organization, as stated in the articles of incorporation. The nature and conduct of the website shall be as directed by the board and shall be implemented by the Communications Committee. 

c. Internet

Restricted lists and networks shall be open to members of TLCB, under supervision of the Communications Committee, which is authorized to manage the networks in a way consistent with the objectives of the TLCB, and guidance that may be issued by the board of directors as provided for in the Communications Committee charter.

III.

IRS LETTER

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