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ARTICLE I                              NAME AND OFFICES                                              PAGE  3

 ARTICLE II                            MISSION, VALUES, AND PURPOSES                         PAGE  3

 ARTICLE III                           MANAGEMENT                                                       PAGE  4

 ARTICLE IV                            CHAPTER ORGANIZATIONAL STRUCTURE                PAGE  7

 ARTICLE V                             MEMBERS                                                             PAGE  9

 ARTICLE VI                            RECORDS AND REPORTS                                       PAGE 10

ARTICLE VII                           AFFILIATION                                                        PAGE 10

ARTICLE VIII                          DISSOLUTION                                                      PAGE 11

 ARTICLE IX                            AMENDMENTS                                                      PAGE 11





Section 1.1    Name  
The name of the corporation is DDN-MSM (the "Corporation"). This Corporation will further be referred to in the Bylaws as the "Corporation", a Texas not-for-profit corporation.

 Section 1.2    Offices 
The office will be located in Saginaw, Texas.  The Corporation may establish such other offices and places of business as the Board of Directors deems appropriate to conduct the affairs of the Corporation and have the power and authority to change the principle office from one location to another.  It may also have multiple corporate locations and affiliate Chapters to accommodate the future growth of the Corporation and its purpose.

 Section 1.3    Logo  
The Corporation logo shall use the following wording: DDN-MSM, Marines Supporting Marines


 SECTION 2.1. Mission 
DDN-MSM is an all-volunteer run corporation that brings together local Marines and FMF Corpsman to assist other fellow Marines and FMF Corpsman. Within the confines of IRS regulation 501(c)3, DDN-MSM strongly supports prevention education and all efforts to intervene and stop an individual from harming themselves. Our intent is to provide relief and support to Marines and FMF Corpsman (and all Veterans, as our budget allows) that have suffered some form of catastrophe. DDN-MSM advocates suicide awareness and prevention by utilizing various educational methods to assist veterans in crisis. DDN-MSM has developed an extensive network of resources to include employers, veteran associated services, and educators, that we partner with to help veterans who are searching for help with employment, health, and education. The DDN-MSM mission includes meeting some day to day needs, such as help with delinquent bills, providing food for families, and developing events to help these Marines maintain the bond and camaraderie they all knew as Marines. We provide relief and support to local Marines and FMF Corpsman that had suffered some form of catastrophe or that were struggling for one reason or another.

SECTION 2.2 Values Statements

  DDN-MSM will:
           Always put the interests of our constituents first
                  Treat donors as partners in our cause
           Promote patriotism
           Honor military service
          Ensure the care of our constituents and their families
          Discreetly serve our communities
           Utilize local Devil Dog Chapters for public events
           Respect the diversity of our constituent’s opinions, while holding constituents accountable for their actions and opinions

 SECTION 2.3 Purposes  
Said Corporation is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.
Notwithstanding any other provision of these articles, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation/organization exempt from Federal Income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code, or (b) by a corporation/ organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.
None of the officer positions are compensated. All funds generated are used solely and in their entirety to support Marines, FMF Corpsman, and all veterans (as our budget allows) in need of intervention and general support.

SECTION 3.1 Management
The management of the affairs of the Corporation is to be vested in its board of directors. DDN-MSM shall have no members. The board of directors shall manage the business of the Corporation and consist of no less than three (3) members and no more than fifteen (15).
The management by the board of directors shall be in conformity with these Articles of Incorporation and Bylaws of the Corporation.
(a)      Annually certifies the acceptance of the Bylaws of the Corporation; and
(b)       Annually contributes to the financial support of the Corporation; and
(c)        Annually reports to the Board of Directors of the Corporation concerning such matters as the Board of Directors from time to time may specify; and
Annually certifies that its policies and practices provide that eligibility for membership, for election to its management Board, for employed staff positions and for participation in programs shall be without discrimination on the basis of race, sex, color, religion or national origin; and
Annually provides programs and services which support and enhance the Mission of the Corporation. 

 SECTION 3.2 Meetings
The Corporation shall schedule meetings as necessary for purposes of training or to resolve specific issues. Meetings may be held at any time on the call of the Corporate Chairman of the Board or the Corporate Board of Directors at such place, date and time as specified in the notice of the meeting.
The Board of Directors may make such rules and regulations covering its meetings.
The meetings of the Board of Directors shall be held quarterly.  There will be no less than three meetings per year and there is no maximum number of meetings designated.

 Section 3.3     Quorum
No business shall be conducted unless a quorum is present.  A quorum shall consist of seventy-five percent of the full membership of the Board of Directors. With the exception of the selection for members of the Board of Directors, the Board members, if unable to attend a scheduled meeting, may vote by proxy, e.g., email/letters, etc., or attend the meeting via alternate electronic means, i.e. teleconference, web cam, or any other such devices.
If a Board member is absent from three consecutive Board meetings and/or cannot commit the necessary time to carry out their duties on the Board, s/he shall be subject to recommended replacement at the discretion of the Board.

 Section 3.4      Officers
The Board of Directors shall appoint from within their ranks the following officers.
The initial officers of the Corporation shall consist of the following positions and must demonstrate a commitment to and passion for the Mission of the Corporation; and possess sufficient knowledge, experience, and skills to help discharge the business, and professional duties of the Board:
Vice President

Section 3.5     Duties of the President
The President or Vice President in their absence shall preside at all Board of Directors meetings. The President shall by virtue of the office be the Chairman of the Board.
Shall be responsible to oversee all fundraising and functions for DDN-MSM
Shall see all books, reports, and certificates required by law are properly kept or filed.
Shall be one of the officers who may sign the checks or drafts of the organization.
Shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.
Shall set the agenda for all meetings of the Board of Directors.

 Section 3.6     Duties of the Vice President
The Vice President shall in the event of the absence or inability of the President to exercise the duties of office, becomes acting President of the Corporation with all the rights, privileges, and powers as if they were the duly elected President.

 Section 3.7     Duties of the Secretary
The Secretary shall keep the minutes and records of the Corporation in appropriate books.
Shall have the duty to file any certificate required by any statute, Federal, or state.
Shall be the official custodian of the records and seal of the Corporation.
May be one of the officers required to sign the checks and drafts of the Corporation.
Shall submit to the Board of Directors any communications, which shall be addressed to them as Secretary of the Board for the Corporation.
Shall attend to all correspondence of the Corporation and shall exercise all duties incident to the office of Secretary.

 Section 3.8     Duties of the Treasurer
To seek to achieve responsible systems of financial management and control for the Corporation, and as a matter of proper stewardship, implements appropriate financial systems to assure:
 Compliance with legal obligations, sound financial management, and prudent systems of accountability and control.
The Treasurer must be one of the officers who shall sign checks or drafts for the Corporation.  No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.
No loans shall be contracted on behalf of the Corporation and no evidence 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.
Shall render at stated periods as the Board of Directors shall determine a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.
Shall be responsible for the oversight and proper disbursing of monies committed to the Corporation, including the approval of purchases as allowed by the Corporation’s policies and procedures.
Ensure that the board shall not grant a wish or request for motorized vehicles, weapons of any kind, or anything deemed hazardous to a child or family member.
Ensure no request shall exceed 10 % of the current balance of funds or not more than $2,500.00 without the consent of the board of directors.
Shall exercise all duties incident to the office of Treasurer.
** Secretary/Treasurer can be one person**

 Section 3.9     Compensation and Inurement
No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the Corporation for duties other than as a director or officer.
No part of the net earnings of the corporation/organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation/organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of section 501(c)(3) purposes.  No substantial part of the activities of the corporation/organization shall be for the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation/organization 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.
DDN-MSM is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its charitable purposes. No part of the receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.

 Section 3.10   Removal from the Board
A director may be removed when sufficient cause exists for such removal.      
A vote of 75% of the full board shall be required to remove a Board member from office.
Any member, officer, or board of director terminated for any reason shall forfeit all rights to use nametags, insignia, business cards or any item associated with or identified with DDN-MSM.

 Section 3.11   Fiscal Year
The fiscal year of the Corporation shall be January 1 to December 31.

 Section 3.12. Emeritus Board Member 
The Board of Directors may elect as an Emeritus Board Member any person who has been elected to membership on the Board of Directors as set forth in these bylaws, and who has served at least three (3) full terms (a total of nine (9) years).  Term shall be for life.  Recommendations shall be made to the Board of Directors. An Emeritus Board Member shall receive all notices and minutes sent to the other members.


 Section 4.1. Chapter General Powers and Duties
The administration of affiliate Chapters shall be entrusted by the Corporation to a local Board of Management.

 Section 4.2  Chapter Leadership
Each Chapter will be comprised of a President, Vice President, Treasurer, Secretary, Public Relations Director, and an Event Coordinator.
Only Chapters established by one of the Board members of DDN-MSM will be considered legitimate chapters of DDN-MSM.

 Section 4.3  Chapter Guidelines
Chapters will be responsible to govern themselves and expected to adhere to the mission, bylaws, and core values of DDN-MSM.
Each Chapter will be expected to maintain a public, civil face. Each Chapter will be identified by the city’s name followed by DDN-MSM (Chapters may vote to change their initial designation, to something more recognizable in their community)

 Section 4.4  Censorship
Censorship of posts is discouraged, however, National and local officers will monitor posts made by members, for the purpose of maintaining a welcome, civil environment for all constituents.
No abuse or harassment of any constituent will be tolerated. DDN-MSM constituents have a unique sense of humor, but if the Officers feel that the intent was to harm and not just to tease, then the post will be removed and SNM will be counselled.
Posts that are intended to or are likely to encourage any individual to hurt themselves, or any post that are illegal in the state that the chapter is located will be removed immediately and the original poster will be counselled. Habitual offenses, or grievous offenses, may result in member expulsion from the Chapter and National page.
Nudity in general is not tolerated in DDN-MSM and Officers should monitor the page to maintain a welcome environment for all members. At no time, will nudity of a minor be displayed or tolerated. Any member found to be deliberately displaying nudity involving a minor will be immediately expelled from the group and presented to the authorities.

 Section 4.5 Number, Selection and Term of Office
Voting: All National and Local issues will be decided by majority vote. Upon a motion being made, voting will be left open until either all Officers have cast their vote, a majority has been mathematically reached, or 24 hours has past.
All officer positions will be voted on by local Chapter members in good standing. The current Secretary will present a poll on Facebook. The Secretary will establish that any member can add candidates, but that only one vote may be cast by each member.
The Chapter Board of Management shall consist of not less than three (3) nor more than seven (7) Directors serving for terms of three (3) years, one-third being elected annually. (To initiate the pattern of three year rotating terms, members may be elected for one year and two year terms if necessary). No Chapter Board of Management member may serve for more than three (3) consecutive full terms, after which one year must elapse before the individual becomes eligible for re-election.
The Chapter Board of Management shall recruit and nominate and give its report at the Annual meeting of said Board. The Election of Directors and officers shall take place following the report and no later than January of each year. The list of the Board of Management’s new directors and officers shall be submitted to the Corporation by the end of January.

Section 5.1  Members  
DDN-MSM is comprised of all-volunteer members. Membership in DDN is open to all Marines and FMF Corpsman. All members are expected to be an active member in their local DDN-MSM group and are required to provide their personal information for the recall roster. (Exceptions to this exclusionary policy may be made at the Chapter level, to include other veterans that served directly with and/or in support of Marines. This exception must be approved by a majority of Chapter members)
Recall Roster Requirements: Name, address, phone number (recall roster is only available to National and Local Officers and shall only be used in emergency responses and to centralize local meets)

Section 5.2 Appointed Volunteers
Two or more volunteers of DDN-MSM shall be appointed by the president to approve all requests. These members will submit progress reports at each regular meeting, a written report shall be submitted to the secretary for record. If no progress has been accomplished over a two meeting period, the president may reassign the request. Two copies of all requests shall be made with the original going to the secretary for record. (Once the request has been completed), all original or copy of receipts shall be turned into the treasurer and then to the secretary to be maintained with the original file.

 Section 5.2   Dues
Dues will never be asked of any member. Membership in DDN-MSM was paid in full with a member’s service to our country.

Section 5.3 Member in Good Standing
A member in good standing is expected to attend a minimum of 3 events in a year, will not disparage DDN-MSM or the Marine Corps, actively participates within the group, and protects the image of the group.

 Section 5.3 Sanctioned and Appropriate Events
Any event that is Officer directed is a sanctioned event. Events that are appropriate for DDN-MSM include, but are not limited to, community events, family-oriented events, charity events, events designed to promote camaraderie amongst members.

 Section 5.4 Merchandise
Only officers are authorized to wear any insignia identifying the wearer as an Officer in DDN-MSM.
Only members are authorized to purchase and wear DDN-MSM merchandise that display Chapter affiliation on the front left breast.
Family members of Marines may purchase and wear any DDN-MSM chapter affiliated merchandise (that does not identify them as an officer or member) in support of their family member.
Supporters of DDN-MSM may purchase any merchandise that does not display Chapter or Family distinctions on the front left breast.

 Section 5.5 Chapter Proceeds
All merchandise purchased by Chapter members and all donations accredited to an individual chapter will have 100% of proceeds returned to their Chapter to utilize as needed to support their mission. Disbursements will be on the 15th of every month.

Section 5.6 Networking:
All members are encouraged to better the groups capabilities to help Marines, FMF Corpsman, and all veterans (as our budget allows) in need. Only Officers are authorized to join in official relationships.

Section 6.1 Records and Reports
The Corporation, and all chapters, will maintain the following records and reports:
Adequate and correct books and records of accounts (financial records)
Minutes of the proceedings of its Board of Directors
A record of its members financial giving, their names, and addresses
Contribution statements for contributors
All such records shall be kept at the Corporation’s principal office.

Section 7.1     Right to Govern
The Corporation is autonomous and maintains the right to govern its own affairs, independent of any outside control.  It shall forever remain free and independent of all other organizations, religious or secular, within the limitations imposed by the laws of the State of Texas and the United States of America.

Section 8.1    Process of Dissolution
Upon the dissolution of this corporation/organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue code, or the corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose.

Section 9.1     Amendments
These Bylaws or the Articles of Incorporation may be altered, amended, repealed, or added to by vote of seventy-five percent majority of the full Board of Directors.
The Bylaws shall not contain any provision inconsistent with applicable law or the Articles of Incorporation.