Revision Date December 12, 2022

Veteran Approved Network Amended Bylaws

Article I – Name, Purpose & Area

Section 1: Name

This organization is incorporated under the laws of the state of Florida and shall be known as the Veteran Approved Network, LLC.; DBA VA Network Tampa Chapter; DBA Veteran Approved Network (VAN) further referred to as the Network.

Section 2: Purpose

The purpose of this Network is to be a trusted and vetted source of businesses, that provide meaningful discounts and incentives, for all active and veteran military members of the United States Armed Forces. While fostering business growth within the veteran community and educating public awareness to the Network’s benefits to provide civic, social and cultural needs within the community.

Section 3: Area

The Veteran Approved Network, LLC.; DBA VA Network Tampa Chapter; DBA Veteran Approved Network encompasses the Greater Tampa Area and shall include the counties of Hernando, Hillsborough, Manatee, Pasco, and Pinellas until additional Network Chapters are formed.

Article II- Membership

Section 1: Eligibility

Any business, independent contractor, service provider, and organization of good standing or, military related non-profit organization willing to adhere to the purpose and philosophy of this Network and who is committed to the growth of business in the veteran community shall be eligible for membership. All members must hold proper licensing (if required by the State of Florida) and maintain proper insurances needed for business.

Section 2: Election/Vetting

Application for membership via Veteran Approved Network, LLC website or in written application to the Board and such application shall be regarded as a guarantee on the part of the applicant of interest in the purpose of the organization and, if elected, of adherence to its bylaws, rules, and regulations. Vetting of application will be completed with considerations to include (1) Good standing with Better Business Bureau (2) Overall favorable rating and testimonials from consumers that are visible online (3) Google Business and or Linked In Profiles (4) Any other social media platforms will be considered and reviewed.

Section 3: Investment Categories and Requirements

1. 1. Founding Members: Founding Members are those businesses members who joined the Network in 2021. These business members will forever be referred to as ‘Founding Members’ and their annual membership in the Network will forever be $300 per year.
   2. Veteran Owned Business: Veteran Owned Businesses will pay $400 per year for membership in the Network. *fees are subject to change
   3. Non-Profit Members: Non-Profit organizations with a 501c3 designation will pay $400 per year for membership in the Network. *fees are subject to change
   4. Non-Veteran Owned for Profit Businesses: Non-Veteran, for profit businesses will pay $600 per year for membership in the Network. *fees are subject to change
   5. All Business Members must also be willing to offer a respectable discount to the Network’s consumer members. Non-Profit organizations are exempt from this requirement.

Section 4: Participation

All application members must accept the Network Bylaws and Code of Conduct while adhering to the rules and regulations outlined in both documents. As well as willingness to supply business logos, slogans or any other information pertaining to the marketing of applicant’s business or brand. Continuation of updating business profiles or social media platforms with accurate resources or contact information for consumer members. Willing to participate in Veteran Approved Network, LLC events or committee meetings either in person or by proxy.

Section 5: Termination

All resignations shall be tendered to the Board in writing 30 days prior to the effective date. A resignation received after a payment is due shall not relieve the member presenting such resignations from liability for current dues. All membership dues are not refundable. Any member may be expelled by a two- thirds vote of the Board for conduct unbecoming a member (as outlined in the Code of Conduct). Such member shall be notified of the intention of the Board to consider the member’s expulsion. Any complaint filed against a business member of the Network by a Veteran member will be investigated by the Board and written notice will be provided to the business member of complaint and will be invited to a hearing to defend oneself against or make right to the complainant. If the complaint cannot be resolved the result will be expulsion from the Network.

Section 6: Exercise of Privileges

Any business member may nominate individuals whom the holder desires to exercise the benefits covered by its membership and shall have the right to change its nomination upon written notice to the Board.

Section 7: Veteran Committee

Business members will be invited to join quarterly Veteran Committee meetings which will seek to grow business relationships with the active duty and veteran community. Discussions and topics will include: (1) Military and veteran news as it pertains to the local economy (2) Collective ideas for growing awareness and support for the military community (3) Planning and sponsorship for Network events (4) and others.

Section 8: Membership Exposure

Business members will be provided multiple methods of exposure though the Network including but not limited to.

1. 1. Network website, email campaign/newsletters, event calendars, social media: Facebook, Instagram, and YouTube.
   2. In collaboration with the VetCoin Foundation 501c3, also known as VetCoin HQ, Business members will be added to the VetCoin HQ database and will have a VetCoin HQ VetaVerse Kiosk created by the Network.
   3. Business members will be offered free vendor space at all Network events, where vendor space is applicable, at no charge.
   4. Business members shall sign a Marketing Agreement provided by the Network, with the appropriate information, to adequately market and promote business members and non-profit organization services/products before any membership exposure takes place.
   5. Featured Business of the Month: Upon each quarter, business members will be chosen by the Board to be the VA Network Featured Business of the Month. The Board will choose (4) businesses which will be then notified of their election and will have the right to accept or decline. The business must respond to the election within (3) business days of the notification. The Business of the Month will be formally interviewed, profiled, videotaped and photographed for that designated month. The business will then be featured onthe Network’s website, social media outlets and, in the VAN Station Magazine publication. The owner or assigned personnel for that business will be invited to join a VA Network and or VetCoin HQ podcast event that will also feature their business. In turn, the elected business must be willing to offer a special price or discount to the consumer members for that month, as well as their normal discount given to consumer members.
   6. All paid members will be included in the Vetted Business Membership Directory within the VAN Station magazine publication.
   7. Sponsorship: Network business members will have opportunities to sponsor Network events that will be held throughout the fiscal year. Sponsorship fees will be determined by the size and type of event being held by the Network. All business members will sign a Sponsorship Agreement and elect which level of sponsorship they wish to participate in. All sponsorships require payment in full at the time that the Sponsorship Agreement is signed.

Article III- Meetings

Section 1: Annual Meeting of Corporation

The annual meeting of the corporation of LLC, in compliance with state law, shall be held during the month of February of each year. The time and place of meeting shall be fixed by the Board and remain closed.

Section 2: Quarterly Meetings of the Board

The quarterly meetings of the Board will take place in January, April, July and October of each year. Notice of scheduled meetings will be given to each member of the Board prior to each meeting. Board meetings may be called by the Chair of the Board or the Board upon written notice of members of the Board. Notice will include the purpose of the meetings and shall be given to each member at least (1) day prior to said meeting.

Section 3: Notices and Agendas

Written notice of all meetings must be given at least (10) days in advance, unless otherwise stated. An advanced agenda and minutes must be prepared for all meetings. A detailed outline shall be a part of the preparation before meetings take place.

Article IV- Officers of the Corporation

Section 1: Officers

The Officers of the Corporation shall be a President, a Secretary, a Treasurer, and a Vice- President. The Officers shall be elected by the Board at the annual meeting of the Board and each Officer shall hold office for a term of one year and until such Officer’s successor has been elected or appointed and qualified, unless such Officer shall have resigned or shall have been removed as provided in Sections 8 and 9 of this Article V. The same person may hold more than one office, except that the same person may not be both President and Secretary. The Board may appoint such other Officers as may be deemed desirable, including one or more Vice-Presidents, one or more Assistant Secretaries, and one or more Assistant Treasurers. Such Officers shall serve for such period as the Board may designate.

Section 2: Vacancies

Any vacancy occurring in any office whether by reason of death, resignation, retirement, disqualification, or otherwise, the remaining Officers shall continue to act, and as majority of the remaining Officers until vacancies are filled. Any vacancies shall be filled by the Board by majority vote.

Section 3: Powers and Duties of the President

Founder, Toni Hedstrom is President of the Corporation and shall act as Chief Executive Officer of the Corporation. The President shall serve as advisor to the Board for program planning and shall assemble information and data, as well as special reports of programs in the Network. With assistance of the Executive Director, the President shall be responsible for administration of the program, in accordance with policies and procedures of the Board of Directors. The President and Executive Director will be responsible for hiring, discharging, directing, and supervising all employees. The appointment of President to Ms. Hedstrom is indefinite.

Section 4: Powers and Duties of the Vice-President

The Vice-President shall have such powers and shall perform such duties as may from time to time be assigned by the Board. The Vice-President will perform duties on behalf of the President in absence of or, disability of the President.

Section 5: Powers and Duties of the Secretary

The Secretary shall prepare notes, agendas, and minutes of all board meetings. Once minutes of meeting are approved by the Board, they shall become a part of the official record of the Network. The secretary shall also maintain the records of Veteran Committee meetings and publish notices of upcoming Board meetings within the timeframe stated in the network bylaws.

Section 6: Powers and Duties of the Treasurer

The Treasurer shall be responsible for the safeguarding of all funds received by the Network and for their proper disbursement, as well as assist Board members in understanding financial data and appropriate interpretation of financial statements. The Treasurer shall prepare quarterly financial reports that will be made for the Board and presented at quarterly meetings.

Section 7: Delegation

In case of the absence of any Officer of the Corporation, or for any other reason that the Board may deem sufficient, the Board may at any time delegate all or part of the powers or duties of any Officer to any other Officer or to any Director or Directors.

Section 8: Removal

Any Officer may be removed from office at any time, with or without cause, by a vote of a majority of the Directors then in office at any meeting of the Board with the exception of Founder, Toni Hedstrom as President of the Corporation.

Section 9: Resignation

Any Officer may resign his or her office at any time, such resignation to be made in writing and to take effect immediately without acceptance by the Corporation.

Article V- Directors

Section 1: Election and Term of Office

The Board of Directors (which is referred to as the Board) shall be composed of appointed members, one third of whom shall be appointed annually to serve for two (2) years, or until their successors are elected and have qualified. The President of the Corporation shall serve as Chair of the Board. The government and policy-making responsibilities of the Network shall be vested in the Board, which shall control its property and be responsible for its finances.

Section 2: Duties of the Board

Members of the Board of Directors will perform their duties

1. 1. By establishing the organizations mission and purpose
   2. By establishing procedure and formulating policy for the organization, as well as adopting policies of the Network.
   3. By organizational planning and implementation
   4. By monitoring and managing financial resources
   5. By continuing to assess and develop their skills to benefit the Network
   6. By willingness to serve as a mentor for an assigned committee
   7. By willingness to recruit board members, business members, and non-profit organizations to the Network
   8. By committing to be present at all scheduled board meetings and special meetings if given the required notice for such.
   9. By maintaining the integrity of the Network and confidentiality regarding sensitive matters, intellectual property, physical property, and any other unnamed property of the Network.

Section 3: Policies and Procedure

Policies shall be maintained in the Code of Ethics to be reviewed annually and revised, as necessary.

Section 4: Determination of Directors

The Board, at its regular quarterly meeting in October, shall reorganize for the coming fiscal year. At this meeting, the Board may elect other officers, assistant officers, and agents as it shall deem necessary; and such other officers, assistant officers, and agents shall hold their offices for such terms and shall exercise such powers and shall perform such duties as from time to time shall be prescribed by the Board. All new appointed seats shall begin duties on the first day of the new fiscal year and shall serve for a period as agreed and identified in (Article IV, Section 1). These appointments shall become voting members of the Board of Directors.

Section 5: Duties of the Directors

1. 1. Chair of the Board: 2 VotesThe Chair shall serve as the chief appointed officer of the Network and shall preside at all meetings of the membership, Board of Directors, or other. In general, perform all duties incident to the office of Chair of the board and such other duties as may be assigned to the Chair by the Board of Directors. These include but are not limited to running all board meetings, attending events, and being generally visible on behalf of the organization.
   2. Vice Chair of the Board: 1 VoteThe Vice Chair shall exercise the powers and authority and perform the duties of the Chair in the absence or disability of the Chair. Additional duties shall be as their title by general usage would indicate to include those that may be assigned by the President.
   3. Executive Director: 1 VoteThe Executive Director serves as the senior operating manager of the corporation and oversees the heads of each committee to determine program activities of the Network and ensure that activities of the Network are directed toward achieving the Network’s mission to bring vetted resources to the veteran community in the areas served by the Network.
   4. Veteran Committee Representative: 1 Vote

Article VI- Committees

Section 1: Event, Fundraising and Marketing Committee

The event and fundraising committee will coordinate all events to include the Fallen Hero 5K | 10K annual Run with the goal to always be of good service to the veteran community, good sponsors for our business and non-profit members, and to secure funds for the operation of the corporation. The Event Committee takes guidance from the Veteran Relations Committee to plan and execute proposed events. A member of the Event Committee is present at all monthly Meet & Greet events, monthly evening Mixer events, Fundraising events, Seminars, and any other event held by the Network or where the Network is participating in an event by another organization. Furthermore, the Committee oversees all marketing of the Network to include marketing campaigns, promoting events, creating advertising, and posting on social media platforms and sharing to the Network’s appropriate database for each event. The Committee manages all printed publications, oversees the Network’s website(s), maintains the integrity of the Network brand by way of copyright and trademark.

Section 2: Veteran Committee

The Veteran Committee is comprised of Network Business Members, Network Non-Profit Members, the Network President, Executive Director, and a member of the Event, Fundraising, and Marketing Committee. Furthermore, the Veteran Committee seeks to include representatives of the veteran and active-duty service member community in its quarterly meetings to help determine the missions of the Network. The Veteran Committee continually seeks to align the Network with allies and advocates of the veteran community, create strategies to attract and keep Veteran Members informed and engaged, and seek opportunities wherein the Network can participate in supporting veteran causes and veteran education. Members of the Veteran Committee organize veteran membership events, membership campaigns, and member surveys. The committee works to keep the veteran membership informed of all resources within the Network and all upcoming military related events and opportunities. The Veteran Relations Committee works in conjunction with the Event Committee to plan and execute events and one member holds a voting seat on the Board of Directors.

Section 3: Business and Non-Profit Membership Committee

The business and non-profit membership committee process all incoming applications for membership to the Network, perform all required duties to vet the applicant and approve or deny membership for said business or non-profit organization. An assigned committee member is then tasked with the launch of all new members as described in the Network’s new member marketing Guidelines. The purpose and goal of this committee is to work with the Sales Team to acquire, secure, launch and maintain all business memberships. The committee must engage business members regarding Network events, Network sponsorship opportunities, marketing opportunities, Featured Business of the Month opportunities, and any other work required to launch, maintain, and grow business and non- profit organization memberships. The Business Relations Committee works in conjunction with the Event Committee to plan and execute events.

Section 4: Finance Committee

The Finance Committee keeps record of the corporation’s assets and liabilities. The committee prepares the annual budget and makes recommendations to the Board of Directors. A financial report appears on all board meeting agendas

Article VII- Finances

Section 1: Funds

All monies paid to the Network shall be used in accomplishing the purposes of the Network. No monies are allocated to any owner, founder, officer, director, employee or otherwise without the full consent and authorization of the Board of Directors.

Section 2: Budget

The Network budget: (i) will be designed to accomplish the goals and programs approved by the Board of Directors and (ii) will reflect the funding necessary to implement the Network’s programs, taking into account (if necessary) their relative importance as determined by the Board. Deadline for approval of the annual operating budget is the 28th day of February of each year.

Section 3: Annual Audit

The accounts of the Network will be subject to a review, compilation, or audit, to be performed annually as of the close of business on December 31st and to be prepared by a certified public accountant as determined by the Board.

Article VIII- Bank Accounts, Checks, Contracts, and Investments Section 1: Bank Accounts, Checks and Notes.

The Board is authorized to select the banks or depositories it deems proper for the funds of the Corporation. The Board shall determine who shall be authorized from time to time on the Corporation’s behalf to sign checks, drafts, or other orders for the payment of money, acceptances, notes, or other evidence of indebtedness.

Section 2: Contracts.

The Board may authorize any Officer or Officers, agent, or agents, in addition to those specified in these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board, no Officer, agent, or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit or render it liable for any purpose or to any amount.

Investments. The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal, or otherwise, or stocks, bonds or other securities, as the Board may deem desirable.

Article IX – Indemnification Section 1: Indemnity Under Law.

The Corporation shall indemnify Officers, Directors, employees, and agents and defend and hold harmless from and against all claims, losses, causes of action, liabilities, damages, and expenses (including, without limitation, reasonable attorney’s fees) directly arising from, incurred as a consequence of or otherwise directly attributable to any misrepresentation or breach of any representative of the Network or the gross negligence of Network in providing services.

Article X- Dissolution

Dissolution

This LLC should terminate when a proposal to dissolve the LLC is adopted by the membership of this LLC or otherwise terminated in accordance of the law.

Article XI- Amendments

Amendments

These Bylaws may be altered, amended, added to or replaced at any meeting of the Board called for that purpose by the vote of a majority of the Directors then in office.

These Bylaws were adopted at a meeting of the Board of Directors of Veteran Approved Network, LLC on 12, December 2022