We, citizens of the United States who were captured or interned by the enemy, do unite to establish a permanent organization.

 A.      The name of the organization shall be American Ex-Prisoners of War (and shall be sometimes hereinafter referred to as “AXPOWs”).

B.    The emblem of American Ex-Prisoners of War shall be a shield with the curves at the top portraying the United States Armed Forces in all the armed conflicts throughout the world. The heraldic symbols represent justice, balanced on swords. The motto, “non solum armis” means “not by arms alone.” The slogan is “We exist to help those who cannot help themselves.”

C.    The colors of American Ex-Prisoners of War shall be red, white, gold and maroon. The flower of the organization shall be the white daisy.

The purpose of American Ex-Prisoners of War is to encourage fraternal activities, foster patriotism and loyalty, maintain historical records, assist former prisoners of war and their families, maintain allegiance to the United States of America and preserve and defend her from all enemies.

The American Ex-Prisoners of war is a not for profit corporation.

 The principal office of the organization shall be located as directed by the Board of Directors and shall be known as the “National Headquarters.”

 Article V. Authority

 A.      This organization is incorporated under Remington’s Revised Statutes (laws of the state of Washington) and is congressionally chartered under the stipulations of Public Law 97-234 of August 10, 1982.

 B.       General Powers and Authority

 As a not-for profit corporation, the organization shall have the following general powers and authority:

1. To have perpetual succession with the power to sue and to be sued, in Courts of law and equity;
2. To purchase, take, receive, hold, own, use, and dispose of such real estate, property, contract rights and privileges, or any interest therein, as shall be deemed necessary and incidental for its purposes;
3. To make contracts and incur liabilities, borrow money at such rates of interest as the organization may determine, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge any or all of its property and income;
4. To conduct its affairs, carry on its operations, have offices and exercise its powers granted by law in any state, territory, district or possession of the United States;
5. To elect or appoint officers and agents and define their duties;
6. To make and alter Bylaws for the administration and regulation of its affairs;
7. To make disbursements, raise funds and make donations consistent with its purpose and mission and for the public welfare, or for charitable, scientific or educational purposes;
8. To cease its corporate activities; and
9. To have and exercise all powers legal, necessary or convenient to effect any or all of the purposes for which the organization exists. 

C.       Limitations of Power and Authority

1. No part of the income or assets of the organization shall be distributed to any member, officer or director. Nothing in these Bylaws shall be interpreted to prevent the payment of reasonable compensation of the officers or agents of the organization or to prevent reimbursement for actual necessary expenses in amounts approved by the Board of Directors.
2. The organization shall not make any loan to any officer, director, employee or member of the organization.
3. The organization and any officer and director of the organization acting as such officer or director shall not contribute to, support or otherwise participate in any political activity or in any manner attempt to influence legislation.
4. The organization shall have no power to issue any shares of stock nor to declare or pay any dividends.
5. The organization shall not claim congressional approval or federal government authority for any of its activities. 

A.      Parliamentary authority shall be Robert’s Rules of Order, newly revised, latest edition, unless provided for in these Bylaws or the Uniform Codes of Procedures. 

 B.       The official publication of the organization shall be known as “Ex-Pow Bulletin.” Orders, official notices and financial reports published in this publication shall be deemed sufficient and lawful notice to all members for all purposes whatsoever. Such notice shall be considered delivered when deposited in the United States mail with the member’s address as it appears on the records of the organization with postage thereon prepaid.

Article VI. Membership

 The following persons shall be eligible for membership in the organization:

 A.      Those persons who served in the armed services of the United States who were held prisoners of war by an enemy of the United States because of such service or who have been given prisoner of war status by a federal department or a government agency of the United States.

 B.       United States citizens who were interned by a foreign government because of their United States citizenship.

 C.       Those persons who were United States citizens when taken prisoner of war by an enemy of the United States while honorably serving with an ally of the United States.

 D.      The following relative of any of the foregoing:

1. Spouse;
2. Surviving spouse;
3. Parents;
4. Brothers and sisters;
5. Children and stepchildren, age eighteen (18) and older;
6. Grandchildren and step-grandchildren, age eighteen (18) and older;
7. Lineal descendants, age eighteen (18) and older;
8. Heirs-at-law, as defined in the Washington revised statutes, as amended, age eighteen (18) and older.

E.       Membership restrictions

1. Any person who has been judged guilty by a court of competent jurisdiction of collaboration with the enemy, subversion, sedition or treason;   
2. The spouse of a widow or widower of a former prisoner of war; 

F.       Membership is not transferable to another person.

G.       All members shall be active members and entitled to the privileges of voting and active participation in all activities of the organization. There shall be no honorary or associate members.

H.      Privileges and eligibility

1. Application for membership shall be made in writing and shall be accompanied by national dues. Applicants must meet the eligibility requirements described in the constitution. Applicants must furnish written proof, by a government agency or the Red Cross, of having been a prisoner of war.
2. Any person eligible for membership who lives in a foreign country outside the continental limits of the United States or who may be serving in the armed services outside the continental limits of the United States may be accepted as a member-at-large attached to national headquarters and served by the office of the National Adjutant.

Article VII. National Dues

 A.    The annual dues shall be established by the Board of Directors and published in the official publication. The dues shall include a subscription to the official publication. All annual memberships shall expire at midnight on December 31 each year. Members who have not paid their dues for the membership year, beginning January 1, shall no longer be a member in good standing and shall forfeit any office held and not hold nor be eligible to hold any office within the organization until he meets the eligibility requirements set forth herein.

 B.    Any person eligible for annual membership may become a life member.

1. The Board of Directors shall set the amount for dues of life members, based on age, which shall be published in the official publication.
2. Money paid for life memberships shall not be refunded to any member, his heirs or estate. This shall include those who resign membership in the organization or are expelled through due process.

Article VIII. Organization Structure

The structure of the organization shall be as follows:

A.      A national organization to be known as American Ex-Prisoners of War.

B.      State organizations to be known as Department of ...................., American Ex-Prisoners of War.

C.      Local organizations to be known as .................... Chapter, American Ex-Prisoners of War, provided, however, that no chapter hereafter organized shall adopt the name already adopted by any other chapter in good standing nor adopt the name of a living person.

D.      A local chapter or department may be formed in a territory outside of the continental United States if it has a representative in the United States Congress and the constitution, bylaws, charter and copyright of the American Ex-Prisoners of War organization are enforceable.

Article IX. Officers

 A.     Officers

1. The officers of the organization shall consist of the Commander, Senior Vice Commander, three Junior Vice Commanders, Adjutant, Treasurer and Senior Director (immediate past National Commander) and shall also be known as the Executive Committee.
2. The office(s) of National Adjutant and National Treasurer shall be paid positions and may, at the discretion of the Board of Directors, shall be paid be combined and the positions filled by one person, if necessary.
3. There shall be three (3) National Junior Vice Commanders: one shall be elected from the eastern zone (regions 1, 2 and 3); one from the central zone (regions 4, 5 and 6); and one from the western zone (regions 7 and 8).
4. The Executive Committee shall perform the duties as prescribed by the organization, the Bylaws and Robert’s Rules of Order, new revised, latest edition, and the Uniform Codes of Procedures. In exigent circumstances, such as when a decision must be made and the Board of Directors is unable to meet, the Executive Committee may act on behalf of the Board, for the benefit of the organization.
5. The National Commander may call a meeting of the Executive Committee if necessary.

B.      National Directors

 The National Directors shall number sixteen (16), two (2) from each of the eight (8) regions, to represent their regions, who shall be elected by their peers at the annual meeting to represent their members in their regions. They, along with the Executive Committee, shall constitute the National Board of Directors.

 C.      The eight regions shall consist of:

1. Northeast region (Region 1), consisting of the states of Connecticut, Maine, Massachusetts, New Jersey, New Hampshire, New York, Rhode Island and Vermont;
2. East central region (Region 2), consisting of the states of Delaware, Maryland, North Carolina, Kentucky, Tennessee, Pennsylvania, Virginia and West Virginia and the District of Columbia;
3. Southeast region (Region 3), consisting of the states of Alabama, Florida, Georgia, Mississippi and South Carolina and the territory of Puerto Rico;
4. North central region (Region 4), consisting of the states of Iowa, Kansas, Minnesota, Missouri, Nebraska, North Dakota, South Dakota and Wisconsin;
5. Mid-central region (Region 5), consisting of the states of Illinois, Indiana, Michigan and Ohio;
6. South central region (Region 6), consisting of the states of Arkansas, Louisiana, Oklahoma and Texas;
7. Northwest region (Region 7), consisting of the states of Alaska, Idaho, Montana, Oregon, Washington and Wyoming; and
8. Southwest region (Region 8), consisting of the states of Arizona, California, Colorado, Hawaii, New Mexico, Nevada and Utah.

 D.      Directors shall be elected for a term of two (2) years with one Director from each region being elected in even years and one director elected in odd years.

E.       Powers and Duties

1. The National Commander shall preside over all meetings of the Executive Committee, Board of Directors and national convention. The national commander shall work to further the aims and policies of the organization. The national commander shall coordinate and supervise the activities of all national officers and directors.
2. The National Senior Vice Commander shall, when called upon, assist the Commander and in his absence, shall discharge the duties of the Commander. The National Senior Vice Commander shall serve as chairman of the Budget and Finance Committee.
3. In the absence of the National Senior Vice Commander, one of the National Junior Vice Commanders shall be selected by the Board of Directors to discharge the duties of the National Senior Vice Commander.
4. The National Adjutant shall attend all business meetings of the national convention and Board of Directors, ex-officio, and shall be responsible for the minutes of the meetings.
5. The National Adjutant shall receive all dues and transmit said monies to the National Treasurer. In addition, the National Adjutant shall perform such duties as the National Commander may prescribe. The National Adjutant shall receive compensation as specified by the Board of Directors.
6. The National Treasurer shall attend all business meetings of the national convention and Board of Directors, ex-officio. The National Treasurer shall have custody of all monies, bonds and items of value and shall compile and maintain a complete set of financial records to divulge the true financial status of the organization suitable to be audited by a certified public accountant. All monies accrued shall be deposited in federally insured establishments. The National Treasurer shall be a member of the Budget and Finance committee. The National Treasurer shall pay out monies in payment of obligations only on authority given by the Commander. All checks shall be signed by the National Treasurer and countersigned by the National Commander. In the event of the incapacity of either the National Treasurer or National Commander, checks shall be signed or countersigned by the National Senior Vice Commander and/or the Senior Director. The National Treasurer shall insure valid signature specimens are on record at all institutions of deposit. The National Treasurer shall purchase, at the expense of the organization, a fidelity bond covering all officers authorized to sign or countersign checks and any national officer handling monies or securities of the organization. The National Treasurer shall prepare a financial statement for the fiscal year ending August 31, which shall be published in the official publication. The National Treasurer shall prepare, by the 15th day following the end of the quarter, a quarterly financial report for the Board of Directors.
7. The National Senior Director shall act as advisor to the National Commander and may represent the Commander, when requested, at functions and meetings when the organization’s presence is required. He may be assigned special tasks and assignments by the Commander or National Board of Directors as may be necessary.
8. All property of the organization shall be forwarded to national headquarters upon expiration of the term of office of all elected and appointed officials of the organization.

F.       Eligibility for Office; Election Procedures

1. To be eligible for any national elective office, the candidate must have been a member in good standing of the organization for the three (3) consecutive years preceding the election and must be present, or have a letter on file with the chairman of the nominations and elections committee stating their willingness to serve if elected. No member shall hold two elective national offices at the same time. National officers shall be eligible to hold office in a lower body and such office may be held concurrently.
2. To be eligible for election to office of National Junior Vice Commander a member shall have served at least two years as a National Director.
3. Any National Director wishing to have his name placed in nomination for the office of National Junior Vice Commander must resign from his office of National Director before his name can be placed in nomination for the office of National Junior Vice Commander. The vacancy created by such resignation shall be filled by the delegates at the national convention.
4. To be eligible for election to the office of National Senior Vice Commander, a member shall have served a term as a National Junior Vice Commander within the previous three years.
5. To be eligible for election to the office of National Commander a member shall have served the previous term as a National Senior Vice Commander or a National Junior Vice Commander.
6. National Commander shall not be eligible to succeed himself in office. If a Senior Vice Commander or Junior Vice Commander ascends to the position of National Commander through resignation, death or incapacitating illness, their time in office, through this appointment, shall not be considered a term in office as National Commander.
7. National elective officers shall be elected at the national convention. National officers shall hold their offices for one (1) year, and National Directors shall hold their offices for two (2) years, or until a successor is elected.
8. A year is defined as the time between National conventions.

 G.      The property and business of the organization shall be managed by a Board of Directors composed of the Executive Committee and two National Directors from each of the eight (8) regions. The National Commander shall serve as the Chairman of the Board.

 H.      Term

 Directors shall be elected for a term of two (2) years with one director from each region being elected in even years and one director elected in odd years.

 I.        Governance

1. The Board of Directors shall have the general direction, control and management of the property and business of the organization. They shall employ and remove all such persons and agents of the organization as they deem necessary and proper for the conducting of the business of the organization and shall determine any compensation and duties.
2. The Board of Directors shall have the power to approve supplementary funding necessary to cover any emergency situation submitted to them by the Budget and Finance Committee and to transfer funds from a committee that has declared a surplus to another line item when another committee can justify need for additional funding.
3. Actions of the Board of Directors may be repealed, amended or modified by a simple majority vote of the delegates, present and voting, at the national convention.

 J.        Meetings

1. The Board of Directors shall meet a minimum of three (3) times per year.
2. The National Commander shall call a meeting of the Board of Directors prior to the call to order of the National Convention. 
3. Special meetings may be called at any time by the National Commander, National Adjutant or at the request of a majority of the Board of Directors.
4. Any member in good standing may attend meetings of the national Board of Directors except when the national Board of Directors may declare itself in executive session. This right to attend such meetings shall be without the right to vote or voice and without cost to the national organization.
5. “Executive Session” means that the particular meeting is limited to the members of either the Executive Committee or the Board of Directors, and others only by special invitation, and therefore, is not open to any other members of the organization or to the general public, unless governed by applicable law. Such meetings shall be limited to matters of extreme urgency and/or sensitivity so as to protect the confidentiality and integrity of the proceeding.

 K.      Notice

 The National Adjutant shall, in writing, notify the Board of Directors of regular or special meetings not less than ten (10) days before the call to order of the meeting. Said notice shall include the meeting agenda and the place, date and hour. Such notice shall be deemed to be delivered when deposited in the United States mail with the board member’s address as it appears on the records of the organization with postage thereon prepaid. Any Board member may waive notice of the meeting.

 L.       Vacancies     

 Vacancies occurring on the Board of Directors for any reason, other than the resignation of a National Directors for the purpose of seeking a higher office, shall be filled by appointment by the Board of Directors at any regular meeting of the Board of Directors or by mail ballot or a specially called meeting of the Board of Directors authorized by the National Commander, National Senior Vice Commander, in the absence of the Commander, or a majority of the board.

1. Resignation - An elected officer or National Director may resign at any time. Such resignation shall be made in writing to the National Commander with a copy to the National Adjutant. Such resignation shall take effect thirty (30) days after receipt or when a successor is elected, whichever shall come first.
2. Removal - The Board, by an affirmative vote of two thirds of all Board members, may suspend, expel or terminate the membership of an officer or Director, for cause after a hearing, in accordance with established procedures. The National Commander or his designee (e.g., the National Adjutant) shall notify the individual of his right to a hearing by the Board prior to a vote for removal. Any vacancy created a result of such action shall be filled as otherwise provided herein.

 M.    Quorum

 A quorum at any meeting of the Board of Directors shall consist of a majority of the board of directors, one of whom shall be the Commander, Senior Vice Commander or a Junior Vice Commander.

 N.       Voting

 All Board members shall have a vote, except the National Adjutant, and the National Treasurer, who as paid positions, shall have no vote.

Article X. Conflict of Interest

 Each member of the Board of Directors shall disclose to other member of the Board any duality of interest or conflict of interest and make such a matter of record when the interest becomes a matter of Board action. Any Board member having a possible duality or conflict of interest on any matter shall not vote or use his personal influence on the matter, and shall not be counted in determining the quorum for the meeting. The minutes for meeting shall reflect that the disclosure was made, the Board member’s abstention from voting, and the status of the quorum. The requirements stated herein shall not prevent the Board from briefly stating a position in the matter if requested to do so, nor prevent the exchange of information among members, if necessary to gain an understanding of the matter in order to make an informed decision in the best interests of the organization.

 Only one member of a family can serve on the Board of Directors at any one time.

Article XI. Fiscal Year

 The organization’s fiscal year shall be September 1 through August 31.

Article XII. Appointments and Committees

 A.      Appointments

 The following nominations by the National Commander shall be referred to the Board of Directors for appointment and shall serve at the pleasure of the National Commander and the National Board of Directors. The duties and responsibilities of each appointee shall be as set forth in the position description, as approved by the Board of Directors.

1. Chaplain
2. Executive Director, Washington office
3. Historian
4. International Coordinator
5. Judge-Advocate
6. Protocol Director
7. Sergeant-at-Arms
8. Service Office Director
9. Quartermaster
10. Department of Veterans Affairs Voluntary Service Director
11. Any additional appointments as deemed necessary

 B.      Committees

 The following committees nominated by the National Commander shall be referred to the Board of Directors for appointment and shall serve at the pleasure of the National Commander and the National Board of Directors. Each committee shall include at least one member of the Board of Directors. The duties and responsibilities of each Committee shall be as set forth in the description as approved by the Board of Directors. All committee members, including the chairperson, must be members in good standing. A nonmember assisting the committee may be appointed as a consultant or advisor.

1.  Budget and Finance

a.  Investments

2.  Civilian Ex-Prisoners of War

3.  Bylaws and Resolutions

4.  Education

5.  National Convention

a.  Awards

b.  Credentials

c.  Nominations and Elections

d.  No member of the Credentials committee or the Nominations and Elections committee shall serve on both committees.

6.  Job Descriptions

7.  Legislative

8.  Medical Research

9.  Membership

a.  Grievance and Investigation

10.  Public Relations

a.  Publications Guidelines

b.  Surviving Spouses

11.  Ways and Means

12.  Strategic Planning

13.  Ad Hoc Committee(s) as appointed by the National Commander

C.      The National Commander shall be an ex-officio member of all committees with the exception of the Nominations and Elections Committee.

D.      Annual Reports

All committees and appointed persons shall report to the National Board of Directors and the National Commander. Each committee shall submit an annual report to the Board, through the National Adjutant, which provides a detailed summary of the years’ activities and accomplishments. The report shall be submitted to the National Board no later than ten (10) days prior to the first day of the National Convention. The Chairperson of each Committee shall present said reports to the membership of AXPOW, and a copies made available upon request.

Article XIII. National Convention

A.      The organization’s annual meeting shall be held between September 1 and October 31 of each year and shall be called the National Convention.

B.      The Board of Directors shall have the authority to establish the number of days of the national convention.

C.      Nominations for all offices may be made from the floor of the convention.

D.      The zone that will be first considered to host the National Convention shall be the zone that has not hosted a National Convention for the longest period of time.

E.       Selection of delegates

1. Each state department and local chapter may select a member(s) as a delegate(s) to the national convention to represent the members of the department or chapter.
2. The state department/chapter Adjutant shall authenticate the delegate(s) credentials letter. The credentials letter may be presented to the National Adjutant for verification no later than three (3) hours prior to the first business meeting of the national convention.
3. The credentials letter of the local chapter delegate(s) shall list, by name, alphabetically, each member of the chapter they are representing. The list shall be sent to the National Adjutant for verification prior to the first business meeting of the national convention.
4. The state department delegate(s) may represent all members who reside within the jurisdiction of the state department who are not represented by a delegate(s) of a local chapter.
5. Each delegation shall present its validated credentials letter to the Credentials Committee no later than three hours prior to the first business meeting of the national convention. No delegate(s) shall be permitted to vote who presents his credentials letter to the Credentials Committee later that three hours before the first business meeting of the national convention has been called to order.

F.       Voting

1. A delegate may represent and cast all the votes for his delegation.
2. National members attending the national convention who are not represented by a delegate may cast an individual vote.     
3. However, no individual shall be permitted to vote who presents his credentials letter to the credentials committee later than three hours before the first business meeting of the national convention has been called to order.
4. Voting on all business at the national convention shall be by the members present in assembly at the time a vote is called.
5. The election of officers and directors shall be by paper ballot. The counting of the ballots shall be done by nonmembers contracted for that specific purpose only.
6. When more than two candidates are seeking one office, the candidate receiving the greatest number of votes shall be declared elected to office.
7. Only voting members of the unit assembled in caucus have the right to attend said caucus.

G.      The minutes of any board actions taken at the meeting immediately preceding shall be read at the opening business session of the national convention.

Article XIV. Chapters

A.      Formation and Chartering

1. A local chapter may be formed upon the application of not less than ten (10) persons, members of American Ex-Prisoners of War, or those who are eligible for membership and have applied for such membership.
2. The application for a charter shall be signed by the officers pro-tem and shall list the names of all charter members of the chapter. The application shall be forwarded to the national adjutant for approval. The chapter shall comply with the national Bylaws. Should the chapter choose to adopt its own bylaws, it will forward them to the national Judge Advocate for approval. The state department (if any) shall be notified by the chapter Adjutant.
3. The mandatory pre-requisite to membership in a chapter is national membership.
4. Members shall have the privilege of becoming a member of the chapter of their choice and may transfer his memberships to any other chapter at any time.
5. Members holding membership in more than one chapter may exercise voting rights in only one chapter, which must be designated, in writing, to national headquarters.

B.       Meetings

Each chapter shall hold scheduled meetings at least four times per calendar year except those chartered after July. The chapter adjutant shall notify members of the time, place and date of meetings.

C.       Suspension and Revocation of Charter

1. The charter of a chapter may be suspended for a period of sixty (60) days for violation of the laws and usages of the national organization. If no appeal is made within a period of sixty days, the charter of the chapter may be canceled by a two/thirds vote of the Board of Directors, provided that thirty days before the charter is suspended, the Commander of the chapter in question shall have been notified, in writing, by certified mail, by the national Adjutant of the charges.
2. A chapter must maintain a minimum of ten (10) members to keep its status.

D.      Chapter Dues

Each chapter may set its own dues.

E.       Annual Reports

1. All chapters of American Ex-Prisoners of War shall function as prescribed by the group ruling of the Internal Revenue Service. National headquarters will furnish each chapter with a simplified financial report form to fill out and be returned by April 15 of each year.
2. All chapters shall report to the National Adjutant and the Editor of the official publication, as changes occur, the names, addresses and telephone numbers of the current officers and the location, time and date of regularly scheduled meetings. The names, addresses and telephone numbers of chapter commanders shall be published in the official publication.

F.       Disposition of Property

Any chapter becoming inactive shall transmit to national headquarters any funds, property and historical records for safekeeping. Such funds shall become the property of the national organization after one year.

Article XV. State Departments

A.      Formation and Chartering

1. A state department may be formed when two or more local chapters, both of which have been in operation for at least one complete fiscal year, with total membership of at least twenty, have been organized in any state, territory or possession. The application for a charter shall be signed by the officers pro-tem and shall list the names of all charter members of the state department. the application shall be forwarded to the national Adjutant for approval. The state department shall comply with the national Bylaws. Should the state department choose to adopt its own Bylaws, they will forward them to the national Judge Advocate for approval.
2. All voting on business matters or resolutions, at a state department convention or annual meeting shall be by a show of hands or voice vote of duly registered members present at the time voting is taking place. A division of the house may be ordered. All voting for election of state officers shall be by delegate vote. Each chapter shall elect, appoint or designate a member(s) as a delegate(s) and alternate(s) to cast all the votes for the chapter. There should be one vote for each member of the chapter in good standing who meets the qualification as set forth in these Bylaws. The chapter shall also present its credentials to the Credentials Committee not less than one hour prior to the call to order of the state department convention. Voting may be by roll call or paper ballot, whichever best meets the need of the state department. Where only one candidate is seeking an office, these voting procedures may be waived by a majority vote of the members.
3. A state department may be formed only with the knowledge and consent of at least two/thirds of the chapters within the boundaries of the state.
4. The mandatory pre-requisite to membership in a department is national membership.

B.       Meetings

Each department shall hold at least one meeting each year. This meeting shall not be held during the ten days preceding the days of and the five days following the national convention for that year.

C.       Suspension and Revocation of Charter

The charter of a state department may be suspended for a period of sixty days for violation of the laws and usages of the national organization. If no appeal is made within a period of sixty (60) days, the charter of the state department may be canceled by a two/thirds vote of the Board of Directors, provided that thirty days before the charter is suspended the Commander of the state department in question shall have been notified, in writing, by certified mail, by the National Adjutant of the charges.

D.      Department Dues

Each department may set its own dues.

E.       Annual Reports

1. All state departments of American Ex-Prisoners of War shall function as prescribed by the group ruling of the Internal Revenue Service. National headquarters will furnish each department with a simplified financial report form to fill out and be returned by April 15 of each year.
2. Each state department shall report to the National Adjutant and the Editor of the official publication, as changes occur, the names, addresses and telephone numbers of the current officers and the location, time and date of regularly scheduled meetings. The names, addresses and telephone numbers of the department Commanders shall be published in the official publication.

F.       Disposition of Property

Any state department becoming inactive shall transmit to national headquarters any funds, property and historical records for safekeeping. All such funds shall become the property of the national organization after one year.

Article XVI. Indemnification

American Ex-Prisoners of War shall have the power to indemnify any director or officer or former director or officer of the organization, or any person who may have served at its request as a director or officer of another corporation, whether for profit or not-for-profit, against expenses necessarily incurred by him in connection with the defense of any action, suit or proceeding in which he is made a party by reason of being or having been such director or officer, except in relation to matters as to which he shall be adjudge in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty; but such indemnification shall not be deemed exclusive of any other rights to which such director or officer may be entitled, under any Bylaws, agreement, vote of Board of Directors or otherwise.  The organization will not indemnify any officer or director in connection with any illegal or unlawful acts.

 In the event of termination or dissolution of the organization for any reason whatsoever, its remaining assets, if any, shall be given to any exempt organization, as so defined in the Internal Revenue Code, as amended. Any such termination shall be in accordance with the Washington Nonprofit Corporation act.

Article XVII. Amendments

A.      These Bylaws may be amended at the regular annual meeting of the organization by a two-thirds vote of delegates voting, provided that the amendment has been published in the official publication at least forty-five (45) days prior to the regular annual meeting.

B.       All amendments passed at the annual meeting shall become effective immediately upon adjournment unless otherwise specified.

C.       Any resolution with the same basic content as previously submitted resolutions shall not be re-submitted for at least two full years.

Article XIX. Gender

 All references to “he” in these bylaws shall mean member, regardless of gender.