Proposed Constitution & Bylaws of Commanders Coalition 📜

YOUR INPUT IS HIGHLY VALUED

AFTER MONTHS OF WORK, I am pleased to release these for review. Since the coalition does not have a JAG nor the funding to pay a 501c(19) lawyer, I have used several Large Language Models to produce these documents. I have a newfound respect for lawyers. This has been one of the most challenging documents I have ever put together. I know there will be oversights or missing elements. Please send me any comments or suggestions. ALL ARE WELCOME.

Preamble

We, the members of Commanders Coalition, in order to strengthen Veteran Service Organization leadership, foster a spirit of comradeship among Veterans, provide mutual support, uphold and defend the Constitution of the United States, assist in securing the rights and benefits earned by Veterans, and maintain a continuing commitment to the welfare of our members and their families, do ordain and establish this Constitution and Bylaws. The term “Commanders” reflects our commitment to collaborative leadership, uniting diverse Veteran Service Organization leadership to serve Veterans inclusively and effectively.

1. Name

The name of this organization shall be Commanders Coalition.

2. Purpose

2.1

The purposes of Commanders Coalition shall be exclusively those permitted under Section 501(c)(19) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law). These purposes include, but are not limited to:

1. Supporting veterans and their families through charitable, educational, and social
   programs.

2. Promoting camaraderie, fellowship, and mutual assistance among veterans.

3. Honoring the service and sacrifice of United States military personnel through patriotic observances and community engagement.

4. Advocating for veterans’ benefits and rights, consistent with Commanders Coalition’s nonpartisan status.

5. Collaborating with other organizations and institutions on projects that advance veterans’ welfare and the interests of the veteran community.

All activities, programs, and partnerships shall be directly related to furthering the purposes permitted under IRC §501(c)(19) and shall not be conducted for the primary benefit of private interests.

2.2

Commanders Coalition is organized in the United States or any of its possessions and shall be operated exclusively as a veterans’ organization under Section 501(c)(19) of the Internal Revenue Code, or the corresponding section of any future federal tax code. No part of the net earnings of Commanders Coalition shall inure to the benefit of, or be distributed to, its members, officers, or other private persons, except that Commanders Coalition shall be authorized to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes. All purposes listed above are limited to those permitted under Section 501(c)(19), such as assisting needy veterans, providing social and recreational activities, or sponsoring patriotic programs.

3. Membership

3.1

Membership in Commanders Coalition shall be open to all Honorably Discharged Veterans, Active-Duty Military, National Guard, and/or Reserve members who are or have been (past or present) in executive leadership roles—such as Commander, President, Director, Chair-person, or equivalent positions—in qualifying organizations, as defined in Bylaws Article XIII.

3.2 Membership Verification Process

1. Primary Verification. Verification of veteran status shall be conducted electronically through Department of Veterans Affairs (VA) or Department of Defense (DoD) systems, wherever reasonably available.

2. Alternative Verification. In cases where electronic verification is not reasonably available, applicants may submit recognized discharge documentation, including but not limited to paper copies of DD Form 214 (Certificate of Release or Discharge from Active Duty), DD Form 215 (Correction to DD Form 214), Honorable Discharge Certificate, NGB Form 22 (National Guard Bureau Report of Separation and Record of Service), NGB Form 23 (Retirement Points Statement), Reserve Separation Orders, state-issued driver’s licenses or identification cards with veteran designation or endorsement, Veteran’s Identification Card (VIC), Veterans Health Identification Card (VHIC), Department of Defense (DoD) Identification Cards (including Uniformed Services ID Cards for retirees and reserves), military retiree ID cards, Certificate of Service, Military Record and Report of Separation Certificate of Service, World War II Honorable Discharge Certificate.

3. Fraud Prevention Safeguards. All documentation submitted under this section shall be reviewed under procedures established by the Executive Committee to ensure authenticity and to prevent fraud or misrepresentation.

4. Retention of Records. Verification records shall be maintained by the Adjutant in accordance with applicable privacy standards and retained for IRS compliance purposes.

3.3 Membership Compliance

The Membership and Outreach Committee shall annually verify and report to the Executive Committee that at least 75% of members are past or present members of the U.S. Armed Forces, and at least 97.5% of all members are veterans, active-duty service members, cadets, or spouses, widows, widowers, ancestors, or lineal descendants of such individuals, as required by IRC Section 501(c)(19). Records of this verification shall be maintained and made available for IRS review. If thresholds are not met, the Executive Committee shall take corrective action, such as suspending new memberships.

3.4 Diversity

Commanders Coalition is committed to fostering diversity in its membership, leadership, and programs, reflecting the diverse experiences of Veterans. The Membership and Outreach Committee shall safeguard representation across demographics, including race, gender, and Veteran status.

3.5 Civilian Status

Commanders Coalition is and shall remain a civilian organization. Membership herein shall not affect nor increase liability for military or police service.

3.6 Equality of Members

Rank shall not exist in the Commanders Coalition. No member shall be addressed by their former military or naval title in any meeting or proceeding of Commanders Coalition.

4. Governance

The Executive Committee shall govern Commanders Coalition and shall consist of one voting representative designated by each unique qualifying Veteran Service Organization (VSO), as defined in Bylaws Article XIII, with at least one member in the Coalition. If a VSO has multiple members in Commanders Coalition, it shall designate one voting representative annually. The Executive Committee shall elect a Commander, Vice Commander, Adjutant, and Finance Officer from among its voting members annually.

5. Non-Discrimination

Commanders Coalition shall not discriminate on the basis of race, color, religion, sex, national origin, age, disability, sexual orientation, gender identity, or any other characteristic protected by applicable law in its membership, policies, programs, or activities, in accordance with IRC Section 501(c)(19) and other relevant laws.

6. Nonpolitical Nature

Commanders Coalition shall be absolutely nonpolitical and nonpartisan in its operations, activities, and affiliations. This commitment ensures that Commanders Coalition remains focused on its mission to support Veterans and their families without alignment to any political party, ideology, or candidate. For the purposes of this Article, the following exhaustive definition and provisions apply:

6.1 Definition of Nonpolitical and Nonpartisan

“Nonpolitical” and “nonpartisan” shall mean that Commanders Coalition does not engage in, support, or oppose any activities that favor or oppose a specific political party, partisan group, or candidate for public office. This includes, but is not limited to, avoiding any actions that could be reasonably interpreted as endorsing, opposing, or influencing partisan political outcomes. Commanders Coalition’s advocacy efforts shall be strictly limited to nonpartisan issues directly related to Veterans’ rights, benefits, and welfare, such as healthcare, education, employment, and legal assistance, without reference to or implication of partisan positions.

6.2 Prohibited Activities

Commanders Coalition, its officers, members, committees, and resources shall not be used for: the dissemination, promotion, or endorsement of partisan principles, ideologies, or platforms associated with any political party or partisan organization. The promotion, endorsement, opposition, or financial support of the candidacy of any person seeking public office, preferment, or appointment to any political position. Participating in or intervening in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office, as prohibited under IRC Section 501(c)(19). Conducting voter registration drives, get-out-the-vote efforts, or educational activities that favor one political party or candidate over another. Using Commanders Coalition funds, facilities, communications, or other assets for partisan political purposes, including but not limited to fundraising, advertising, or events that support or oppose partisan causes. Allowing Commanders Coalition meetings, events, or platforms to be used for partisan speeches, debates, or discussions. Affiliating with or providing support to any partisan political action committee (PAC), party-affiliated group, or similar entity.

6.3 Permitted Activities

To fulfill its exempt purposes under IRC §501(c)(19), Commanders Coalition may engage in the following nonpartisan activities:

1. Issue-Based Advocacy. Advocacy and lobbying on legislation or policies directly benefiting veterans, including healthcare, education, employment, and legal assistance.

2. Commanders Coalition may engage in such lobbying activities provided they do not constitute a substantial part of its overall activities within the meaning of IRC §501(c)(19).

3. Nonpartisan Voter Education. Providing objective information on voting procedures, election dates, and general civic engagement, without endorsing or opposing any candidate or political party.

4. Collaborations. Partnering with government agencies or nonprofit organizations on veteran-related issues, provided such collaborations remain free from partisan influence.

5. Promotion of Patriotism and Civic Responsibility. Promoting patriotism, civic responsibility, and community engagement in a manner that is inclusive and neutral with respect to political affiliations.

6.4 Enforcement and Compliance

All members, officers, and representatives of Commanders Coalition shall adhere to this Article as part of the Code of Conduct outlined in Article X. Any alleged violation of this Article shall be investigated by the Executive Committee or a designated ad hoc committee, with disciplinary actions, including suspension or expulsion, determined by a two-thirds vote of the Executive Committee. The Executive Committee shall annually review and affirm Commanders Coalition’s compliance with this Article, including through training for members on nonpartisan guidelines. In the event of any uncertainty regarding an activity’s compliance, the Executive Committee shall seek guidance from legal counsel to ensure alignment with IRC Section 501(c)(19) and other applicable laws.

7. Amendments

This Constitution and Bylaws may be amended by a two-thirds vote of the Executive Committee, provided the proposed amendment is submitted in writing to all members of the Executive Committee at least 30 days prior to the vote. Any individual member of Commanders Coalition may propose an amendment via a petition signed by at least 10% of all individual members, with the Executive Committee required to consider it within 60 days. The Constitution and Bylaws shall be comprehensively reviewed every five years by an adhoc committee, with recommendations submitted to the Executive Committee for approval.

8. Dissolution

Dissolution of Commanders Coalition shall require a two-thirds vote of the Executive Committee. Prior to dissolution, all liabilities shall be settled, with remaining assets distributed to one or more organizations exempt under Section 501(c)(19) or other sections of the Internal Revenue Code for purposes consistent with the Commanders Coalition’s exempt purposes, or to the federal government or a state or local government for a public purpose. No part of the assets shall inure to the benefit of any member or individual.

9. Miscellaneous

9.1 Severability

If any provision of this Constitution and Bylaws is held invalid or unenforceable by a court of competent jurisdiction, the remainder shall continue in full force and effect.

9.2 Governing Law

This Constitution and Bylaws shall be governed by the laws of the State of Florida.

9.3 Registered Agent & Office provisions

Commanders Coalition shall continuously maintain a Registered Agent and Registered Office in the State of Florida as required by law.

10. Adoption and Effective Date

This Constitution and Bylaws shall become effective upon adoption by a two-thirds vote of the founding members on FUTURE DATE. Subsequent amendments shall follow the procedures outlined in Article VII.

---

---

Proposed Bylaws of Commanders Coalition

1
Article I: Membership Approval Process

Applications for membership shall be submitted and verified electronically to
the Membership and Outreach Committee, which will review and recommend
approval or denial to the Executive Committee within 30 days, in accordance with the verification procedures outlined in Constitution Article III. If an application cannot be digitally verified, it must be voted on with unanimous consent by the Executive Committee for approval. Applications that are digitally verified shall be approved or denied by the Executive Committee by a simple majority vote, with reasons for denial provided in writing to the applicant. Denied applicants may appeal to the Executive Committee within 30 days, with a final decision made by a two-thirds vote.

2
Article II: Member Rights and Responsibilities

2.1 Section 1: Rights

All members have the right to attend and speak at regular meetings, access Commanders Coalition resources and services, as defined by the Executive Committee. Members may propose amendments to the Constitution and Bylaws via a petition signed by at least 10% of members. Voting rights are exercised through the designated Veteran Service Organization (VSO) representative on the Executive Committee, as outlined in Constitution Article IV.

2.2 Section 2: Responsibilities

Members shall pay annual dues as determined by the Executive Committee, adhere to the Code of Conduct, and actively participate in Commanders Coalition activities, including attending at least 50% of regular meetings annually.

3
Article III: Failure to pay dues

3.1 Section 1: Payment Deadlines

Membership dues shall be paid annually by the date specified in Commanders Coalition dues schedule. Members will be notified of the due date at least thirty (30) days in advance via written or electronic communication.

3.2 Section 2: Delinquency Notice

If dues remain unpaid fifteen (15) days after the due date, the member shall be considered delinquent. Commanders Coalition shall issue a written or electronic delinquency notice to the member, specifying the amount owed and a grace period of fifteen (15) additional days to remit payment.

3.3 Section 3: Consequences of Non-Payment

Failure to pay dues within the fifteen (15) day grace period shall result in the automatic suspension of membership privileges, including but not limited to voting rights, access to member benefits, and participation in organization events. The member shall be notified of the suspension in writing or electronically.

3.4 Section 4: Termination of Membership

If dues remain unpaid thirty (30) days after the end of the grace period, the member’s membership may be terminated at the discretion of the Executive Committee. The member shall be notified of the termination in writing or electronically, including information on the reinstatement process.

3.5 Section 5: Reinstatement

A member whose membership has been suspended or terminated due to nonpayment of dues may apply for reinstatement by paying all outstanding dues and any applicable reinstatement fee, as determined by the Executive Committee. Reinstatement shall be subject to approval by the Executive Committee and may require the member to meet any additional conditions set forth by Commanders Coalition.

3.6 Section 6: Exceptions

The Executive Committee may, at its discretion, grant exceptions or extensions for dues payment in cases of financial hardship or other extenuating circumstances, provided the member submits a written request detailing the situation.

4
Article IV: Membership Expulsion and Discipline

4.1 Section 1: Purpose and Scope

This Article establishes fair, transparent, and equitable procedures for the suspension or expulsion of members to maintain the integrity, values, and mission of Commanders Coalition. All disciplinary actions shall adhere to principles of due process, non-discrimination, and respect for individual rights in alignment with federal law (e.g., Title VII, ADA) and Florida nonprofit statutes. Commanders Coalition is committed to fostering an inclusive environment free from harassment, hate speech, or conduct undermining organizational policies promoting equity, diversity, and respect.

4.2 Section 2: Grounds for Suspension or Expulsion

A member may be suspended or expelled only upon a proper showing of cause.

Grounds include:

• Disloyalty, defined as actions actively undermining Commanders Coalition’s mission (e.g., sabotage, public defamation).

• Neglect of duty or violation of the Constitution, Bylaws, or lawful directives

  from the Executive Committee.

• Dishonesty, fraud, or misappropriation of Commanders Coalition funds or

  property.

• Objectively documented conduct harming Commanders Coalition’s
  reputation or effectiveness.

• Harassment, bullying, discrimination, or hate speech violating
  Commanders Coalition policies or creating a hostile environment.

• Refusal to comply with inclusivity, diversity, or member safety policies.

• Substance abuse impairing duties, with ADA accommodations considered.

• Other objectively documented actions significantly impairing Commanders

  Coalition’s ability to serve veterans.

Clarification: Discipline shall be based on objective and documented misconduct, not personal disagreements or political differences. Charges must be supported by verifiable evidence. Retaliation against members who report misconduct in good faith is prohibited.

4.3 Section 3: Initiation of Charges

Any member in good standing may file charges against another member by submitting a written complaint to the Adjutant or Executive Committee. Complaints must specify the grounds for charges and provide supporting evidence and witnesses. The Adjutant shall forward the complaint to the Executive Committee within 10 days and notify the accused using multiple reasonable contact methods. The accused shall have 20 days to submit a written response. An impartial Investigation Panel shall be appointed within 15 days. Members with conflicts of interest shall recuse themselves.

4.4 Section 4: Investigation and Interim Measures

The Investigation Panel (3–5 members, excluding involved parties) will review charges and evidence confidentially. The Panel may recommend dismissal or proceed to a hearing. For cases posing immediate risk (e.g., credible threats, ongoing harassment, financial misconduct), the Commander may impose a temporary suspension (not exceeding 90 days), with written notice of reasons and the right to appeal within 10 days.

4.5 Section 5: Hearing Procedures

A Disciplinary Hearing Committee (5–7 impartial members) shall conduct a hearing within 45 days of the response deadline. Participation may be virtual or in-person, with ADA accommodations provided.

The accused may:

• Appear and be represented by counsel or trained advocate.

• Present evidence and call/cross-examine witnesses.

• Challenge the charges and request accommodations.

Hearings shall be recorded and stored securely in compliance with privacy laws. Rules of evidence are flexible but focused on relevance and reliability. Deliberations shall be private, and decisions made by a two-thirds majority. Written findings shall detail the reasons, evidence, and mitigating/aggravating factors.

4.6 Section 6: Penalties

Penalties shall be proportionate and rehabilitative where possible, including:

• Reprimand (written censure).

• Suspension from membership rights (up to 5 years).

• Mandatory training on ethics, inclusivity, or anti-harassment.

• Expulsion (permanent removal), with the option to reapply after 3 years for non-egregious offenses.

Penalties take effect 30 days after notification, unless appealed. Expelled members may receive pro-rated dues refunds unless expulsion involves fraud or misappropriation.

4.7 Section 7: Appeals

The accused may appeal to the Executive Committee within 30 days. Appeals are reviewed on the record, with optional briefs or oral arguments. The Executive Committee may affirm, modify, or reverse the decision by majority vote within 45 days, with extensions for complex cases. For high-profile disputes, an independent arbitrator may be appointed. Decisions are final. Suspensions may be stayed during appeals if no immediate risk exists.

4.8 Section 8: Reinstatement and Records

Suspended members may seek reinstatement after fulfilling penalties, subject to Executive Committee approval based on completion of penalties and evidence of rehabilitation. All records are confidential, stored securely, retained for seven years, and accessible only as needed for appeals or legal compliance. Members shall be notified of any data breaches involving their records.

5 Article V: Officer Duties, Terms, and Related Governance

5.1 Section 1: Duties of Officers

Commander: The chief executive officer, present at all meetings, representing Commanders Coalition in official matters, and appointing ad hoc committees with Executive Committee approval. Limited to two consecutive one-year terms.

Vice Commander: Assists the Commander and assumes their duties in their absence. Limited to two consecutive one-year terms.

Adjutant: Serves as the chief administrative officer of Commanders Coalition. Duties of the Adjutant shall include, but not be limited to:

1. Maintaining the official records of Commanders Coalition, including minutes of all meetings, resolutions, governing documents, and committee reports.

2. Keeping an accurate roll of the membership, including status classifications required for IRS reporting.

3. Overseeing all official correspondence and notices of meetings.

4. Ensuring that all documents, rosters, and reports are properly filed, safeguarded, and accessible to the membership as appropriate.

5. Serving as custodian of the corporate seal, if any, and attesting to official documents requiring certification.

6. Maintaining compliance records required for the organization’s tax-exempt status. Specifically, the Adjutant shall maintain signed annual certification reports confirming compliance with the 75%/97.5% membership tests, retained for IRS inspection.

Finance Officer: Manages financial affairs, including dues collection and financial record keeping. Limited to two consecutive one-year terms.

Officers shall serve without compensation unless reasonable compensation for specific services is approved by a disinterested majority of the Executive Committee, in accordance with IRC Section 501(c)(19) prohibitions on private inurement.

5.2 Section 2: Term Limits and Succession

Officers may serve no more than two consecutive one-year terms in the same role but may run again after a one-year break. In case of an officer vacancy, the following immediate succession plan shall apply until the Executive Committee appoints an interim replacement: Commander: The Vice Commander shall assume the duties of the Commander. Vice Commander: The Adjutant shall assume the duties of the Vice Commander. Adjutant: The Finance Officer shall assume the duties of the Adjutant. Finance Officer: The Commander shall designate a voting member of the Executive Committee to assume the duties of the Finance Officer, with preference for a member of the Finance and Fundraising Committee. The Executive Committee shall appoint an interim replacement for any officer vacancy by a simple majority vote within 30 days, with the interim officer serving until the next annual election. Officers or Executive Committee members may be removed for cause (e.g., violation of the Code of Conduct, failure to perform duties, or other misconduct) by a two-thirds vote of the Executive Committee, with at least 14 days’ written notice and an opportunity for the individual to respond in writing or at a special meeting.

5.3 Section 3: Conflict of Interest

Executive Committee members and officers shall disclose any conflicts of interest (e.g., financial or personal affiliations) annually or as they arise. Members with conflicts shall recuse themselves from related discussions and votes, with recusals recorded in meeting minutes.

5.4 Section 4: Governance Review

The Executive Committee shall review the governance structure every five years to ensure scalability and effectiveness, with recommendations submitted to the membership for approval.

5.5 Section 5: Indemnification Clause

Commanders Coalition shall indemnify its officers, Executive Committee members, and volunteers to the fullest extent permitted by applicable law against expenses, judgments, or settlements incurred while acting in good faith on behalf of Commanders Coalition, provided such actions do not involve willful misconduct.

5.6 Section 6: Strategic Planning

The Executive Committee shall develop and maintain a 3-year strategic plan to guide Commanders Coalition’s advocacy, services, and growth. The plan shall be reviewed annually, with updates presented to the membership at a regular meeting.

6
Article VI: Uniforms and Insignia

6.1 Section 1: Purpose

The official uniform of Commanders Coalition serves to promote unity, pride, and recognition of Veteran Service Organizations during official functions, ceremonies, and community engagements. The uniform, including the designated garrison cover, shall be worn in accordance with these bylaws to uphold Commanders Coalition’s values and traditions.

6.2 Section 2: Official Garrison Cover

The official headwear of Commanders Coalition shall be a tan garrison cover adorned with red, white, and blue piping along the edges. The Commanders Coalition logo shall be prominently displayed on the left side of the cover, centered vertically and horizontally. No additional emblems, pins, or insignia may be placed on the same side as the Commanders Coalition logo to maintain its prominence and integrity.

6.3 Section 3: Additional Uniform Components

Members may wear additional uniform items, such as jackets, shirts, or accessories, as approved by the Executive Committee. Such items shall bear Commanders Coalition logo or other approved insignia, ensuring consistency with Commanders Coalition’s branding and heritage. Specifications for these items, including design and procurement, shall be outlined in the Commanders Coalition Operations Manual.

6.4 Section 4: Wear and Conduct

The official uniform, the garrison cover, shall be worn during formal events, including but not limited to meetings, ceremonies, parades, and memorial services, unless otherwise directed by the Commander or their designee. Members shall wear the uniform with respect, adhering to proper etiquette as outlined in the Commanders Coalition Ceremonial Guide. The garrison cover shall be removed during prayers, the Pledge of Allegiance, or other designated moments of reverence, unless specified otherwise in ceremonial protocols.

6.5 Section 5: Procurement and Customization

The official garrison cover and other uniform components must be procured through vendors authorized by Commanders Coalition. Members may only wear medals, ribbons, or insignia that they have been lawfully awarded, in accordance with federal law. Members may customize their uniforms with branch-of-service identifiers and/or pins and medals from other 501(c)(19) or 501(c)(3) Veteran Service Organizations, provided such additions are placed on areas other than the left side of the garrison cover and comply with the guidelines set forth in the Operations Manual. Unauthorized modifications or additions to the uniform are prohibited.

6.6 Section 6: Compliance

All members are expected to adhere to the uniform standards outlined in this article. Failure to comply may result in corrective action, as determined by the Executive Committee, to preserve Commanders Coalition’s professional image and traditions.

7
Article VII: Meetings

7.1 Section 1: Regular Meetings

Commanders Coalition shall hold regular meetings at least monthly, with the time and place determined by the Executive Committee. The time zone for meetings shall be based on the time zone where the majority of members reside, as determined by membership data maintained by the Membership and Outreach Committee. Meetings may be held virtually or in person, with accessibility accommodations (e.g., captions, recordings) provided for members with disabilities or time zone constraints. No meeting shall be held outside of normal business hours (defined as 9:00 AM to 5:00 PM in the time zone of the majority of members, as determined by membership data), unless a majority of the Executive Committee approves an exception for accessibility reasons, such as accommodating international or shift-working members.

7.2 Section 2: Special Meetings

Special meetings may be called by the Commander or by a majority of the Executive Committee with at least seven days’ notice.

7.3 Section 3: Quorum and Decision-Making

A quorum for the transaction of business shall consist of a majority of the voting members of the Executive Committee. Decisions shall be made by a simple majority vote unless otherwise specified, with the Commander casting a tie-breaking vote.

8
Article VIII: Committees

8.1 Section 1: Standing Committees

The following standing committees shall be established, with members appointed by the Commander and approved by the Executive Committee for one-year terms:

• Legislative and Advocacy Committee: Monitors, proposes, and advocates
  for legislation benefiting Veterans, focusing on policy development and lobbying.

• Membership and Outreach Committee: Recruits new members, promotes the Coalition’s activities, and ensures diverse representation.

• Finance and Fundraising Committee: Oversees financial matters, coordinates fundraising, and recommends dues structures.

• Veteran Services Committee: Coordinates programs and services (e.g., healthcare navigation, job training) through partnerships, avoiding overlap with advocacy efforts.

8.2 Section 2: Ad Hoc Committees

The Commander, with Executive Committee approval, may establish ad hoc committees to address specific issues, with defined scopes and durations. All committees shall report to the Executive Committee at least quarterly.

8.3 Section 3: National Oversight Board

A National Oversight Board shall be established, consisting of five members elected by the Executive Committee from among its voting members for two-year terms, with elections staggered to ensure continuity. The National Oversight Board shall serve as an appellate body for membership disputes, disciplinary appeals, or other significant matters referred by the Executive Committee, ensuring impartial review and compliance with the Constitution and Bylaws. The National Oversight Board shall meet as needed, with a quorum of three members, and decisions shall be made by majority vote. Members with conflicts of interest shall recuse themselves, as defined in Commanders Coalition’s conflict of interest policy. The National Oversight Board shall report its activities and decisions to the Executive Committee annually.

9

Article IX: Finance

1. Dues Collection and Management. Each member shall pay annual dues as determined by the Executive Committee. The Finance and Fundraising Committee shall solicit member input on dues structures annually.

2. Use of Funds. All membership dues and other Coalition funds shall be used exclusively to support Commanders Coalition’s exempt purposes under IRC §501(c)(19). No dues, funds, or assets shall be distributed for the private benefit of members.

3. Annual Certification. The Adjutant, in coordination with the Finance Officer, shall maintain signed annual certification reports confirming that membership dues and other funds were used solely for exempt purposes and that the 75%/97.5% membership thresholds were met. These reports shall be retained for IRS inspection.

4. Fiscal Year. The fiscal year shall run from January 1 to December 31.

5. Audits and Transparency. An audit of Commanders Coalition’s financial records shall be conducted annually by a qualified independent auditor appointed by the Executive Committee. Annual financial reports shall be distributed to all members and discussed at a regular meeting.

10

Article X: Code of Conduct

All members shall adhere to a Code of Conduct emphasizing honor, integrity, respect, and non-discrimination, as detailed in an appendix approved by the Executive Committee. Violations (e.g., harassment, financial misconduct) shall be investigated by a neutral ad hoc committee appointed by the Executive Committee. Disciplinary actions, including warnings, suspension, or expulsion, shall be determined by a two-thirds vote of the Executive Committee, with an appeals process available within 30 days. Whistleblower Policy- No member, officer, or volunteer shall face retaliation for reporting, in good faith, violations of the Code of Conduct, financial misconduct, or other concerns. Reports shall be submitted confidentially to the Executive Committee, which shall investigate within 30 days and provide a resolution within 60 days.

11

Article XI: Dispute Resolution

Disputes between members or with the Executive Committee shall be resolved through mediation by a neutral third party appointed by the Executive Committee. If mediation fails, disputes shall proceed to arbitration, with decisions binding and final.

12

Article XII: Technology and Data Privacy

The Coalition shall use secure platforms for virtual meetings, voting, and data storage, complying with applicable data privacy laws. Member data (e.g., contact information, financial records) shall be protected, with access limited to authorized personnel. The Executive Committee shall ensure accessibility for virtual participation, including technical support for members with limited technology access.

13

Article XIII: Definitions

1. Veteran Service Organization (VSO): A 501(c)(19) or 501(c)(3) organization with a primary mission of supporting Veterans, as recognized by the VA or verified by the Executive Committee.

2. Mutual Support: Collaboration among members through resource sharing, joint programs, or advocacy efforts.

3. Member Data: Any personally identifiable or sensitive information related to an individual or entity collected by Commanders Coalition including but not limited to; Full name, Email address, Phone number, Mailing address, Social media handles, Financial Records, Bank account numbers, Credit or debit card details, Transaction histories, Billing or payment records, Credit scores or financial statements, Social Security Number (SSN), Driver’s license or passport number, Date of birth, Membership ID or account number, Age, Gender, Marital status, Occupation, Username or login credentials, Passwords (hashed or encrypted), Purchase or subscription history, Website or app usage logs, Preferences or interests, Health or medical records, Biometric data (e.g., fingerprints, facial recognition), Racial or ethnic origins, Geolocation data (e.g., GPS coordinates or location history), IP addresses or device identifiers, Voice or audio recordings, Genetic data, Event attendance records, Donation or fundraising records, Volunteer or participation logs, Survey responses or feedback, 3rd party data, Metadata, timestamps, device types, browsing patterns, online identifiers, cookies, and more.

4. Normal Business Hours: 9:00 AM to 5:00 PM in the time zone representing the majority of members, subject to exceptions for accessibility as provided in Article VII.

5. Qualifying organizations include: Veteran Service Organizations (VSOs) recognized by the U.S. Department of Veterans Affairs (VA); or organizations registered as 501(c)(19) or 501(c)(3) nonprofits with a primary mission of supporting veterans, active-duty service members, their families, or dependents.