CONSTITUTION & BY-LAWS

CONSTITUTION OF THE DUBUQUE POST NO. 6

AMERICAN LEGION, DEPARTMENT OF IOWA

PREAMBLE

For god and Country, we associate ourselves together for the following purposes:

• To uphold and defend the Constitution of the United States of America;

• To maintain law and order;

• To foster and perpetuate a one hundred percent Americanism;

• To preserve the memories and incidents of our associations in the Great Wars;

• To inculcate a sense of individual obligation to the community, state and nation;

• To combat the autocracy of both the classes and the masses;

• To make right the master of might to promote peace and good will on earth;

• To safeguard and transmit to posterity the principals of justice, freedom and democracy;

• To consecrate and sanctify our comradeship by our devotion to mutual helpfulness.

ARTICLE 1

NAME

The name of this organization is the DUBUQUE POST NO. 6 of American Legion, Department of Iowa. Whenever the name Post appears in this document, it refers to this organization.

ARTICLE II

OBJECT AND PURPOSE

The object and purpose of this organization shall be to promote the principals and policies as set forth in the foregoing preamble, and the National and Departmental Constitutions of the American Legion.

ARTICLE III

NATURE

Section 1.

This organization is a civilian organization; and membership therein shall not, under any circumstances, affect or increase liability for military or police service.

Section 2.

This organization is and shall be absolutely and unqualified non-political and non-sectarian, and shall not, under any circumstances, be used for the dissemination of partisan principals nor for the promotion of the candidacy of any person seeking public office or preferment.

No candidate for or incumbent of an elective salaried public office shall hold any office in this Post of the American Legion, and the declaration of candidacy of an elective public office by any person who is an officer of this Post of the American Legion operate automatically to vacate this office in this Post, and shall be filled as in hereafter provided in the constitution or in amendments thereto, or in by-laws adopted by this organization.

Section 3.

Rank does not exist in the American Legion; No member shall be require to address other members by his or her military or naval tittle in any meeting of this Post, unless such person is on active duty in the armed forces.

ARTICLE IV

MEMBERSHIP

Section 1.

Eligibility for membership in the Post is defined and set forth by The American Legion Nationa Constitution and the Department of Iowa Constitution.

Section 2.

There shall be no form, class, or kind of membership in this organization except an active membership, as herein above provided, and no person shall be awarded an honorable, life, or contribution membership in this Post.

Section 3.

An applicant for membership in this Post who has been suspended from membership in another Post of the American Legion for misconduct or misrepresentation, shall not be admitted in this Post until a thorough investigation is made by the Executive Committee and received its recommendation.

Section 4.

Any member of this Post may be expelled for cause upon the recommendation of the Executive Committee, and only after the Executive Committee recommends such action and by three-fourths of the members of the Post at a regular meeting. Any member who has been expelled from the Post for any cause may be reinstated, upon the recomendation of the Executive Committee, by a three-fourths vote of the members of the Post at a regular meeting.

Section 5.

No person may be a member at one time of more that one Post.

Section 6.

No person, who has been expelled by another Post, shall be admitted to membership in our Post, except under the rules that allow for an appeal to the Executive Committee for permission to be admitted for membership.

ARTICLE V

OFFICERS

Section 1.

The administration affairs of this organization shall, except as otherwise provided by the by-laws, be under the supervision of an Executive Committee, which shall consist of five members in addition to the elective officers of the Post. The terms of office of the officers of the Post shall be one year, or until their successors are elected and qualified. The terms of office of the other five members of the Executive Committee and Finance Committee shall be for five years, and the regular of one of these five members shall expire each succeeding year. The Post, by its by-laws may provide for such other standing committees as the business may require. Duties of such officers and committees shall be as prescribed in the by-laws adopted by the Post.

Section 2.

The constitutionally recognized officers of the Post shall be a Commander, three Vice-Commanders, an Adjutant, a Finance Officer, a Post Historian, a Post Chaplain, and a Sergeant-At-Arms, and other officers as may be deemed necessary by the Post. All officers, one member of the Executive Committee and one member of the Finance Committee shall be regularly elected annually and hold office until their successors are duly installed as otherwise provides in the constitution and by-laws.

Section 3.

Election of Officers, Executive Committee members, and Finance Committee members, shall take place in the following manner; at the first regularly held meeting by the organization in the month of April of each year, the Post Commander shall appoint a Nominating Committee consisting of five members, which shall nominate and select one or more candidates for each office, and shall report such nominations to the members of the Post at the regular meeting in the month of May. After the report of the Nominating Committee has been submitted, nominations may be made from the floor for any office and at the meeting only. Elections shall be held at the regular meeting in June. All elected Nominees shall be installed at the regular meeting in July.

Section 4.

In the case of a vacancy in any of the offices, or in the membership of the Executive Committee or Finance Committee, the Post Commander, or in his absence or inability to act, the Post Vice-Commander or the officer who is acting as chairman of the meeting, shall, at first regular meeting after such vacancy exists, appoint a replacement to the unexpired term.

Section 5.

Any Officer, Executive Committee, or Finance Committee member, may be removed for inefficiency or failure to preform his/her official duties, or for absence from regular meetings of the Post during two consecutive months of his term without good cause, upon the recommendation of the Executive Committee by a two-thirds vote of the members present at any regular meeting.

Section 6.

Every member of this Post in good standing shall be eligible to hold office in this Post unless otherwise specifically provided herein.

Section 7.

The duties of Officers, Executive Committee members, and Finance Committee members, shall be those usually appertaining to such officers and committee members, and as further provided in the by-laws of this organization.

ARTICLE VI

FINANCE

Section 1.

The revenue of this organization shall be derived from membership or initiation fees, from annual membership dues, and from such other sources as may be approved by the Executive Committee and determined by the Post. The amount of such membership fees or initiation fees and the amount of such annual dues shall be fixed and determined by the Post, in appropriate by-laws adopted by the Post.

Section 2.

The Post shall pay to Departmental Headquarters of Iowa, the National Department, and District annual membership per-capita dues for every member of the Post.

Section 3.

The private property of the members of the Post shall, under the Articles of Incorporation of the Post, be exempt from liabilities for the debts of the Post.

Section 4.

The surplus funds of the Post over and above those deemed necessary for the property operation of the Post by the Executive Committee shall be in charge of and handled by a Finance Committee which shall consist of and be comprised of five members of the Post in good standing elected by the Post.

Section 5.

Organization of the Finance Committee

Immediately after the annual election and installation, the Finance Committee shall meet and select from their membership a Chairman, a Secretary and a Treasurer which officer shall hold their respective offices for the period of one year or until their successors have been elected and qualified.

Section 6.

Qualification of the Finance Committee Treasurer

The Finance Committee Treasurer shall qualify by furnishing a surety bond in the sum equal to the value of the funds invested by the Finance Committee to be approved by the Executive Committee and the premium of which shall be paid from the funds of the Post.

Section 7.

Duties of the Finance Committee

The Finance Committee shall invest in bonds or securities of the Federal Government and its subdivisions, the State of Iowa and its subdivisions, the City of Dubuque, the County of Dubuque or the Independent School District of Dubuque and no other. Funds not invested in such securities shall be kept on deposit at a financial institution with guaranteed deposits.

Securities shall be kept in a safety deposit box under the name of Dubuque Post No. 6 American Legion, with authority given by the Post for not less that three of the Finance Committee to enter said box at any time for the withdrawal of securities for sale, exchange or collection of coupons. The members of the committee so entering the box shall issue a receipt of memorandum to Post Finance Officer indicating the reason for so entering, whether the collection of coupons of sale, exchange or purchase of any security, immediately after the transaction.

Section 8.

Withdrawals

Funds in the custody of the Finance Committee shall not be withdrawn for any purpose whatsoever other than for investment or reinvestment without the consent of the Post and such consent cannot be granted by the Post unless the proposition for withdrawal has been presented in writing to the Post, read at two regular meetings and voted upon at the next regular meeting following the second reading and carried by a two-thirds vote of the members present and voting at the meeting, and in accordance with Article III of the by-laws of the Post.

Section 9.

Quorum

Quorum of the Finance Committee shall consist of a majority of the membership of said committee.

Section 10.

Reports and Audits

The Finance Committee shall semi-annually make a report to the Post and its books and records shall be examined by the Executive Committee, the Post Auditing Committee, or any special committee authorized by this Post.

All actions of the Finance Committee are subject to the approval of the Post.

ARTICLE VII

PUBLIC AND COMMUNITY

Section 1.

This organization shall have the power and authority to endorse and promote and join with civic organizations of the community in the endorsement and promotion of public civic enterprises and activities for the benefit and welfare of the general community. The Post may appoint or empower the Commander to appoint committees for such purpose.

Section 2.

Under no circumstances and in no case shall this organization or any member as a member of this organization have the power or authority to assist or coordinate with any local authority or any public official or any person in any manner in connection with any industrial or commercial dispute, strike or controversy arising in this community or any other community. No officer of this organization shall, at any time, have the power to tender the services of this organization or any member of this organization to any authority, official or to any person whatsoever in any manner whatsoever in connection with any local controversy arising out of any industrial dispute or strike.

ARTICLE VIII

Auxiliary Organizations

Ladies Auxiliary

Section 1.

This Post recognizes an auxiliary organization known as the Ladies Auxiliary of Dubuque Post No 6 American Legion.

Section 2.

Membership in the auxiliary shall be limited to the mothers, wives, daughters and sisters of members of the American Legion and to the mothers, wives, daughters and sisters of all men and women who were in the military services of the United States. The Auxiliary shall be governed by such rules and regulations as may be prescribed by the National Executive Committee and the Department of Iowa American Legion.

Sons of the American Legion

Section 1.

This Post recognizes an auxiliary organization known as the Sons of the American Legion, which shall be governed by such rules and regulations as may be prescribed by the National Executive Committee and the Department of Iowa of the American Legion.

ARTICLE IX

Amendments

Section 1.

This constitution is adopted subject to the provisions of the National Constitution of the American Legion and the Department of Iowa of the American Legion. Any amendment to said National Constitution or Department Constitution which is in conflict with any provisions hereof shall be automatically repealing or modifying the provisions of this constitution to the extent of such conflict.

Section 2.

This constitution, with exception of Section 3 of Article VI (private property) and section 2 of Article VII (strike participation of cooperation), may be amended at any regular Post meeting by a vote of two-thirds of the members of said Post attending such meeting, provided that the proposed amendment shall have been presented in writing and read at the next preceding meeting of the Post, and provided further that written notice shall have been given to all members at least five days in advance of the date when such amendment is to be voted upon, notifying said members that at such meeting a proposal to amend the constitution is to be upon.

ARTICLE X

Post Organization

This Post shall not be named after any living person.

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CERTIFICATION

I, John Richardson, Adjutant of Dubuque Post No. 6, The American Legion, Department of Iowa, do hereby certify that the foregoing amended and revised Constitution of Dubuque Post No 6, Department of Iowa, is intended to supersede and Constitution or amendments thereto, heretofore had by the Post.

I further certify that the foregoing Constitution, after due notice was given the membership, was formally approved and adopted in accordance with the conditions of Article IX, at the regular meeting of Dubuque Post No 6, held on the 9th day of February, in the year 2016, in the Post quarters in the City of Dubuque, Iowa.

______________________________________

Adjutant

Dubuque Post No. 6

The American Legion

Department of Iowa

CERTIFICATION

I, Lynn Smith, Commander of Dubuque Post No. 6, The American Legion, Department of Iowa, do hereby certify that the foregoing amended and revised Constitution of Dubuque Post No 6, Department of Iowa, is intended to supersede and Constitution or amendments thereto, heretofore had by the Post.

______________________________________

Commander

Dubuque Post No. 6

The American Legion

Department of Iowa

BY-LAWS OF DUBUQUE POST NO. 6

OF THE

AMERICAN LEGION, DEPARTMENT OF IOWA

ARTICLE 1

DUES

The annual dues shall be determined be determined by a vote of the membership. The Executive Committee shall be authorized to accept as full annual dues and amount equal to the per capita dues payable to the Department of Iowa for not more that twenty members in one year.

A member whose dues are delinquent one year or more may be dropped from the roll for non-payment of dues. They shall have his name restored to the roll of membership upon payment of the annual dues for the current year.

ARTICLE II

SPECIAL MEETINGS OF MEMBERS

Special meeting of members may be called by direction of the Post Commander or on the request of (10) members.

HOURS FOR CONVENING MEETING

The regular hour for convening all meetings of the members, annual, regular, and special, shall be seven (7:00) o’clock p.m.

ARTICLE III

NOTICE OF MEETING OF MEMBERSHIP

It shall not be necessary to give any notice of the regular annual meeting or of the regular monthly meeting to members.

The members shall be entitled to notice of special meeting and a change to the regular meeting time, and no special meeting shall be held without such notice. Sufficient notice of meeting change shall be given through the Post newsletter and or local media outlets at least 7 (seven) days prior to the meeting.

ARTICLE IV

MEETINGS OF THE EXECUTIVE COMMITTEE

The Executive Committee shall at least twice per year, or as conditions require executive actions as determined by the Post Commander. The Executive Committee may hold other such meeting as may be called by the Post Commander, or on request of three members of the Executive Committee. Meetings of the Executive Committee may be held at any time provided notice is provided to all Executive Committee members at least two days prior to the meeting.

ARTICLE V

STANDING COMMITTEES

Section 1.

At the regular Post meeting in which the Post Commander is installed each year, the Post Commander shall appoint, with approval of the Executive Committee, the following standing committees consisting of as many members as is deemed advisable: House Committee, Membership Committee, Entertainment Committee, Americanism Committee, and Funeral Detail. Other committees shall be authorized by the Post as necessary, such as Athletic, Community Service, and Legislative.

Section 2.

House Committee

There will be a total of six legion members of the House Committee holding three year terms. Each year, ere shall be appointed by the Post Commander, two members to the House Committee, each of whom shall serve for three years or until a successor shall have been duly appointed and qualified. Also, there will be named a representative from the Auxiliary and a named representative from the S.A.L. and the Post 6 Commander, each of whom shall serve for one year. House Committee members may not be substituted with other members. Vacancies shall be filled by appointment of the Post Commander for the expired term. The members of the House Committee shall meet and select a chairman who must come from the ranks of the six legion appointees. The House Committee shall schedule meeting at a date and time decided by the majority of the committee. A quorum of five shall constitute a meeting.

ARTICLE VI

Section 1.

DUTIES OF COMMITTEES

EXECUTIVE COMMITTEE

The meeting of the Executive Committee shall be regularly scheduled as needed as conditions require by the Commander.

A quorum of the Executive Committee shall be declared to be present when a majority of the members of the committee are present at a meeting.

HOUSE COMMITTEE

The duties of the House Committee shall be the operation and maintenance of the Post club and quarters. They shall set up rules and regulations governing the operation of said club and quarters, subject to the approval of the Post and a copy of the rules and regulations so adopted shall be filed with the Post Adjutant.

Operation of the Club shall be deemed to include all regular social activities within the Legion Club Rooms and quarters such as dances, shows, social games, and other organized entertainment in the club Rooms.

They shall be authorized to receive and disburse such funds as shall come into their possession in the operation and maintain of the Club and quarters and which are necessary for the efficient operation of the said Club and quarters.

They shall maintain an accounting system separate and independent from the Post’s general accounting system and shall make monthly reports to the Post covering the prevoius month’s operations.

They shall be authorized to employ and discharge such employees as they deem necessary for the proper and efficient operation of the club and quarters. A discharged employee who is a member of the Post in good standing, if he/she so desires, request a hearing before the Executive Committee, whose action on the matter shall be final.

All surplus funds in the possession of the House Committee over and above the amount deemed necessary for the proper and efficient operation of the Club and quarters shall, from time to time, be placed in the Post general fund.

The authority to designate what shall be considered surplus funds of the House Committee shall be vested in the Executive Committee.

MEMBERSHIP COMMITTEE

The membership Committee shall be in charge of and responsible for securing the membership of the Post.

ENTERTAINMENT COMMITTEE

The Entertainment Committee shall be charge of and responsible for all special entertainment features of the Post activities which are not included in the regular operation of the club.

AMERICANISM COMMITTEE

The Americanism Committee shall be in charge of and responsible for the Post’s Americanism program.

COMMUNITY SERVICE COMMITTEE

The Community Service Committee shall be in charge of and responsible for the Post’s participation in events of a community service or civic nature.

FUNERAL DETAIL

The Funeral Detail Officer shall be in charge of and responsible for the Post’as participation in veteran’s funerals.

SONS OF THE LEGION COMMITTEE

The Sons of the Legion Committee shall be in charge of and responsible for the Post’s sponsorship of the Sons of the Legion Squadron.

FINANCE COMMITTEE

The Finance Committee is to meet at the beginning of the fiscal year and as often is otherwise necessary to review all budgets, and any surplus funds are to be reported to the Executive Committee. The Finance Committee is to safeguard any surplus funds until needed.

AUDITING COMMITTEE

Section 1.

The Auditing Committee shall, when so ordered by the Post membership, audit the books and accounts of the Post Finance Officer, House Committee, Finance Committee, and any other Post Committee and report their findings to the Post when said audit or audits are complete, and they shall have the right of access and examination to all books and accounts of the Post and its committees when so ordered by the Post. This committee shall meet at least once a year.

POST EXPENDITURE

All proposals for the expending, advancing, or loaning of Post funds in excess of one hundred dollars ($100.00), other than funds allocated to regularly appointed Committees of the Post,shall first be submitted to the Executive Committee for report and recommendations. The Executive Committee shall report their recommendation at the next regular Post meeting following the filing of the porposal with them; the membership may take action on the recommendation immediately.

The requirements of Article VI, Section 2 can only be waived because of a grave or serious emergency, which emergency shall be decided to exist by action of the Executive Committee and in which event, any expenditure, advance, or loan of Post funds in excess of one hundred dollars ($100.00) shall be only by a vote of at least of two-thirds of the members present and voting at an Executive Committee meeting.

All standing committees, shall, no later that the second regular meeting following their appointment, present to the Executive Committee a budget of their proposed expendatures covering the entire year, and such budget, when approved by the Executive Committee and the Post shall not be exceeded without approval of the Post.

All bills and claims shall be presented to the Post membership by the Finance Officer and be read at a regular Post meeting, if requested by the membership.

ARTICLE VII

Section 1.

APPOINTMENTS

The Post Commander shall appoint from the membership of the Post, a Post Service Officer and Funeral Detail - Color Guart Detail Officer, whose duties shall be the duties regularly assigned to their offices and whose terms of office shall be from time of appointment until their successors have been appointed and qualified.

The duties of all elective and appointive officers of the Post shall be the duties regularly assigned to their offices and as set out by the Constitution of the American Legion and the Constitution of the Iowa Department of the American Legion.

ARTICLE VIII

POST MEETINGS

The regular meeting of the Post shall be held once a month on the second Tuesday of each calendar month at 7:00 PM

QUORUM

A quorum of the Post shall be declared to be present when ten (10) members of the Post in good standing are present at a meeting.

ARTICLE X

Amendments

These by-laws may be amended by a majority vote at regular membership meetings provided, the following steps are followed:

1. Notice of pending changes is communicated in the Post newsletter.

2. Copies of the proposed by-laws are made available at the Post for 3 days.

3. Proposed by-law changes are to be read at the regular meeting prior to the meeting at which action is to be taken.

ARTICLE XI

Compensation

All officers, both elective and appointive, shall serve without compensation.

ARTICLE XII

DUTIES OF OFFICERS

Section 1.

Duties of Post Commander: It shall be the Duty of the Post Commander to preside at all meeting of the Post and to have general supervision over the business and affairs of the Post, and such officer shall be the Chief Executive Officer of the Post. He shall approve all orders directing the disbursement of funds and shall make an annual report covering the business of the Post for the year, and recommendations for the ensuing year, which shall be read at the annual meeting and a copy thereof immediately forwarded to the Department Adjutant. He shall perform such other duties as directed by the Post.

Section 2.

Duties of Vice-Commanders: The Vice-Commanders, in numerical order, shall assume and discharge the duties of the office of Commander in the absence or disability or when called upon by the Post Commander.

Section 3.

Duties of Post Adjutant: The Adjutant shall have charge of and keep a full and correct record of all proceedings of all meetings, keep such records as the Department and National Organizations may require, render reports of membership annually or when called upon at a meeting, and under direction of the Commander handle all correspondence of the Post.

Section 4.

Duties of the Finance Officer: The Finance Officer of the Post shall have charge of all finances and see that they are safely deposited in a local bank or banks and shall report once a month to the Executive Committee the condition of the finances of the Post, with such recommendations as he may deem expedient or necessary for raising funds with which to carry on the activities of the Post. He shall sign all checks disbursing the moneys of the Post. He shall furnish such surety bonds in such sum as shall be fixed by the Post Executive Committee.

Section 5.

Duties of Post Historian: The Post Historian shall be charged with individual records and incidents of the Post and Post members, shall perform such other duties as may properly pertain to the office as may by determined by the Post or the Executive Committee.

Section 6.

Duties of Post Chaplain: The Post Chaplain shall be charged with the spiritual welfare of the post comrades and will offer devine but non-sectarian service in the event of dedications, funerals, public functions, etc., adhere to such ceremonial ritual as are recommended by National or Department Headquarters from time to time.

Section 7.

Duties of Sergeant-at-Arms: The Sergeant-at-Arms shall preserve order at all meetings and shall perform such other duties as may be from time to time assigned to him by the Post Executive Committee.

ARTICLE XIII

Delegates

Delegates and alternates to a department convention shall be elected by ballot by the Post at a regular meeting of the Post to be held at least forty five (45) days prior to the date of such convention.

ARTICLE XIV

Notices

Every member shall furnish the Post Adjutant with address for mailing, and as applicable a phone and/or email for electronic mail.

ARTICLE XV

D.A.L. Building Corporation

Dubuque Post No. 6, of the American Legion, Department of Iowa is a separate entity from the D.A.L. Building Corporation. Officers serving on Dubuque Post No. 6 of The American Legion, Department of Iowa will not serve as an officer on the D.A.L. Building Corporation to preserve distinction for income tax purpose and legal reasons that relate to conflict if interest.

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CERTIFICATION

I, John Richardson, Adjutant of Dubuque Post No. 6, The American Legion, Department of Iowa, do hereby certify that the foregoing amended and revised By-Laws of Dubuque Post No. 6, The American Legion, is intended to supersede any Constitution or amendments thereto, heretofore had by the Post.

I further certify that the foregoing By-Laws, after due notice was given the membership, was formally approved and adopted in accordance with conditions of Article IX, at the regular meeting of Dubuque Post No. 6, held the 9th day of February, in the year 2016, in the Post quarters in the City of Dubuque, Iowa.

In witness whereof, I have hereunto set my hand this 9th day of February, in the year 2016.

_________________________________________

Adjutant

Dubuque Post No 6

The American Legion

Department of Iowa

CERTIFICATION

I, Lynn Smith, Commander of Dubuque Post No. 6, The American Legion, Department of Iowa, do hereby certify that the foregoing amended and revised By-Laws of Dubuque Post No. 6, The American Legion, is intended to supersede any Constitution or amendments thereto, heretofore had by the Post.

In witness whereof, I have hereunto set my hand this 9th day of February, in the year 2016.

_________________________________________

Commander

Dubuque Post No 6

The American Legion

Department of Iowa

BY-LAWS OF THE D.A.L. BUILDING CORPORATION

Article 1.

BOARD OF DIRECTORS:

There will be a minimum of five members on the Board of Directors. The Existing or remaining board will elect to replace members to ensure this minimum is maintained should a board member leave before completing their term. A majority of the board must vote to increase the number of board members above the five minimum.

TERM OF OFFICE:

The directors elected at each annual meeting of the corporation following the effective date of this amendment to the Article of Incorporation shall serve for a term of three (3) years or until their successors are duly elected and qualified.

In no event shall any director to be elected in the future be permitted to succeed himself in office as a Director of this Corporation; with exception of the treasurer who upon being duly re-elected and agreeing to fulfill the obligations of the office can serve successive terms.

REMOVAL OF DIRECTORS:

A director may be removed from office at any annual meeting of the corporation or at a special meeting called for that purpose by a vote of two-thirds (2/3) of the membership present and voting.

DUTIES OF THE BOARD OF DIRECTORS:

The Board of Directors shall act for and in behalf of the Corporation in any and all matters for which incorporated except as such powers may be limited by the Articles of Incorporation, the laws of the State of Iowa and these By-Laws.

OFFICERS:

The officers will be elected from the Board of Directors.

Annually the Board of Directors shall elect a President, a Vice-President, a Secretary and a Treasurer to serve as officers of this corporation for the ensuing year and no Director may hold more that one of said offices at any one time, and the remainder will be Directors.

DUTIES OF OFFICERS:

The President, or in his absence, the Vice-President, shall preside at all meetings of the corporation and at the meeting of the Board of Directors. In the absence of both president and Vice-Present, the other directors shall agree as to who shall preside.

The Secretary shall keep minutes of the meetings of the corporation and of the Board of Directors is such detail as to provide a complete record of all matters discussed.

The Treasurer shall be responsible and accountable for all funds of the corporation and shall keep such records as may be necessary to show at all times the source and disposition thereof.

The Treasurer shall render written report to the Board of Directors at least Quarterly, which shall show the source of funds received, the purposes for which distributed and the balance at the beginning and end of the period covered by the report.

The Treasurer shall render a similar report to the Board of Directors at the annual meeting of the corporation, a copy of which shall be forwarded to the Post Commander Adjutant and Finance Officer of Dubuque Post No. 6 of the American Legion, Department of Iowa.

The Treasurer shall be bonded by a reliable bonding company and the amount of such bond shall be determined by the Board of Directors.

The President and Secretary shall sign all documents pertaining to the conveyance, mortgage, leasing, transfer or purchase of real estate.

ARTICLE II

MEETINGS OF THE BOARD OF DIRECTORS:

The President may call a meeting of the Board of Directors at any time he deems it desirable, or a meeting may be called by two or more directors. Notice of a meeting may be given verbally, by telephone or in writing, but if notice is given verbally or by telephone or other electronic media, it must be given not later than four (4) hours before the time of the meeting.

If notice of the meeting is given in writing, it must be given not later than twenty-four hours before the time of the meeting. Each notice of a meeting shall state the time and place to be held, but if all members are present and if notice has been issued by the President, such notice may be waived by a majority vote which shall be recorded in the minutes of the meeting.

A quorum shall consist of a majority of the Board of Directors and any members voted upon shall be decided by a majority vote of those present.

Except that a UNANIMOUS VOTE OF ALL DIRECTORS OF THE CORPORATION SHALL BE REQUIRED IN ANY ACTION AUTHORIZING THE PURCHASE, SALE OR ENCUMBRANCE OF REAL ESTATE.

Except, however, that a bare majority of the Board of Directors. At a duly constituted meeting, shall have full power to enter into real estate leases for the corporation.

ARTICLE III

BUDGET:

On the second Tuesday of January of each year, the Board of Directors shall submit a budget covering capital expenditures, operating expense and maintenance, to the membership of the corporation to cover operations for the ensuing fiscal year.

The power of the Board of Directors and the officers of the corporation ti enter into contracts and to expand corporate finds shall be limited to the amounts specified in the budget as finally approved and adopted by the membership. Amendments to the budget may be submitted to the membership of the corporation at any special meeting called for that purpose.

ARTICLE IV

RECORDS:

The Secretary and Treasurer shall keep and maintain such records as shall be pertinent to their respective offices, and the financial records on capital expenditures, operating expense and maintenance shall be subject to audit at any time.

The books of the corporation shall annually be audited by as least two members of its Board of Directors and one member of Post Number 6, of the American Legion (a non D.A.L. Board Member) and their findings shall be submitted to the D.A.L. Board of Directors.

ARTICLE V

APPOINTMENT OF COMMITTEES:

The President shall have power to appoint such committees as he deems necessary and desirable for the purpose of assisting the Board of Directors in the proper management of the corporation.

ARTICLE VI

RELATIONSHIP WITH DUBUQUE POST NO. 6, AMERICAN LEGION:

D.A.L. Building Corporation and Dubuque Post No. 6 of the American Legion, Department of Iowa shall be treated in all matters as two separate entities.

Advances made by Dubuque Post No. 6 to the D.A.L. Building Corporation (or vise-versus) shall be evidenced by notes or other indicia of indebtedness duly signed by said corporation.

The leasing and rental of all D.A.L. Building Corporation property shall be evidenced by written leases and this includes such premises as may be occupied by Dubuque Post No. 6.

D.A.L. Building Corporation is a separate entity from Dubuque Post No. 6 of the American Legion, Department of Iowa, officers serving on D.A.L. Building Corporation will not serve as an officer of the Dubuque Post No. 6 of the American Legion, Department of Iowa to preserve distinction for income tax purposes and legal reasons that relate to conflict of interest.

ARTICLE VII

FISCAL YEAR:

The fiscal year of D.A.L. Building Corporation shall be from January 1 through December 31 of each year.

ARTICLE VIII

ANNUAL MEETING:

There shall be held annually on the second Tuesday of December the annual meeting of this corporation for the election of directors and to transact such other business as may come before it.

On the second Tuesday of January of each year there shall also be held a meeting of the membership of this corporation a which time the directors shall submit to the membership a financial report of all fiscal operations conducted during the previous year by the corporation and also a detailed budget covering proposes expenditures for the ensuing year of the corporation; the budget thus submitted for the ensuing year shall be presented to the membership for consideration and adoption at said meeting.

ARTICLE IX

ADOPTIONS OF BY-LAWS:

These By-Laws and amendments thereto may be adopted by a majority of the membership present at any regular or at any special meeting called for that purpose.

The effective date of these By-Laws or any amendment thereto shall be the date of approval and adoption of the membership.

ARTICLE X

RESOLVED FURTHER, that the President, Vice-Present, Secretary and Treasurer of this corporation are authorized and directed to sign, acknowledge, file and cause to be recorded certificate of amendment to Articles of Incorporation and to complete and carry into effect this resolution in accordance with the law.

The said Jock Galle, Otto Krueger, Nick Lucy, Gary Kircher, ad Robert Felderman as President, Vice-Present, Secretary, Treasurer, and Director, respectively of said corporation do hereby certify that the above is a true and correct copy of the resolutions adopted by all the members present at said meeting and pursuant thereto, we have, as such President, Vice-President, Secretary, Treasurer, and Director, respectively, signed and acknowledge said certificate of amendment of Articles of Incorporation, and have on this 12th day of January, in the year 2016 executed this certificate.

___________________________________ President
Jack Galle (term expires 2017)

___________________________________ Vice-President
Otto Krueger (term expires 2018)

___________________________________ Secretary
Nick Lucy (term expires 2017

___________________________________ Treasurer
Gary Kircher (term expires 2018

___________________________________ Director
Robert Felderman (term 2017)

BY-LAWS OF THE
D.A.L. BUILDING CORPORATION

UPDATED- _____1/12/16_____

UPDATED-_________________