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Association By-Laws
11 OCT 2007
Article I Name and Place of Business
Section 1. Name
The name of the association is VC35-VA(AW)35 Association, hereafter called the Association.
Section 2. Principle Office
The principle office for the transaction of financial business of the Association shall be at the address of the Treasurer who shall be in office at the time of any business transactions, and will vary from time to time. The term of office for the Treasurer shall be two years.
Section 3. Other Offices
The office of the President of the Association shall be the office for contact purposes and will change from time to time with the address being that of the then elected President. Other offices shall be Secretary, and Vice President. These offices shall have a term of two years from the date of election. There will also be a Board of Directors whose terms shall be from one to three years.
Article II Purpose
Section 1. Purpose
The purpose of the Association is to continue and preserve the comradeship and friendships formed while being member's of VC35-VA(AW)35, to enhance patriotism and pride in these squadrons, and to perpetuate the memory of the squadron and those who died in the service of their country while serving with the squadron.
Section 2. Nonprofit
The Association is organized within the meaning of section 501(c) of the Internal Revenue Code and shall not, to any substantial degree, carry on or engage in activities that are not in the furtherance of the purpose of the Association. All revenue or other forms of income shall be applied to the purposes of the Association, and no profit or pecuniary gain shall inure to any Director or member of the Association, or any other person or corporation. No member shall have a personal, proprietary interest in the property of the Association, either during it's existence or upon it's dissolution.
Section 3. Political Activity
The Association is non-political, and all members will act in accordance with that premise at all times.
Article III Membership
Section 1. Class
There shall be one class of membership at this time. This class may be expanded as seen proper by the Board of Directors from time to time, subject to the approval of the members at the annual meeting.
a). Immediate Family members of deceased dues paying members of the Association, shall be allowed Associate (non voting) membership in the Association, should they so desire.
Section 2.Membership requirements
Any person who was or had been assigned to Squadron VC-35 or VA(AW)-35 at any time the squadron was active shall be eligible for membership in the Association along with any immediate family member of deceased dues paying members of the Association as Associate Members, should they desire.
Section 3. Voting
Members in good standing shall have the right to vote in matters pertaining to the Association.
Associate Members are non-voting members of the Association.
Article IV Dues, Fees, and Assessments
Section 1. Dues Amount
Annual Dues for members of the Association shall be set in the amount that is recommended by the Board of Directors subject to approval by a majority vote of the members in attendance at the annual meeting of the Association.
Section 2. Payment of Dues
Membership dues shall be payable annually based upon a membership year that starts 1 July of each year and ends 30 June of the following year. Dues will be prorated to the nearest half year.
Article V Admission To and Termination of Membership
Section 1. Application
Application for membership in the Association shall be made in the form prescribed by the Board of Directors. The required dues for the first year membership shall be submitted with the application.
Section 2. Effective date
Unless prescribed otherwise by the Board of Directors, membership in the Association shall become effective on the date membership application and dues are received at the office of the Association Treasurer.
Section 3. Resignation
A member may resign from the Association at any time by submitting written notice to the Association Treasurer. Resignation will become effective upon receipt of such notice.
Section 4. Suspension
A member may be suspended from membership for failure to pay membership dues within the time period determined by the Board of Directors and approved by the members at any annual meeting. Membership may be re-instated upon payment of dues in arrears.
Article VI Meetings
Section 1. Annual Meetings
A general meeting of all members shall be held from time to time at a place designated by the members at a previous meeting. Normally these meetings shall be held annually, but there shall be no requirement for this action. Meeting dates will be determined by the membership present at this meeting. Association Officers and the Board of Directors are to be elected at these meetings and will serve until their replacements have been elected. All other appropriate Association business will be conducted at this meeting.
Section 2. Meeting Locations
The general meeting shall be held from place to place designated by the membership at the past general meeting location. Generally, meetings will alternate between West Coast and East Coast locations, but meeting locations will be determined by the membership where a majority vote of those present at a general meeting shall prevail.
Section 3. Meeting Notice
A written notice of any general meeting or special meeting shall be mailed to each member at that members last known address. The notice shall include the following information:
a.) Location, date and time of the scheduled meeting
b.) Names of candidates for offices if any
c.) Other business that may be presented
This written notice shall be mailed in a timely manner but not earlier than 90 days prior to the meeting. This notice may take any written form (letter - newsletter).
Section 4. Special Meetings
No provisions are being made for special meetings in these bylaws at this time. However this section is left open for change if need be upon request by the members.
Section 5. Quorum
Five (5) percent of the membership and a minimum of two (2) Directors and two (2) chair officers shall constitute a Quorum. A Quorum once established shall be deemed to be in effect for the balance of the meeting.
Article VII Election
Section 1. Nominations
The President shall appoint a nominating committee not later than ninety (90) days before the general meeting. The nominating committee shall endeavor to obtain names of candidates for any office in time for publication in the general meeting notice. Nominations may be brought to the floor at the general meeting by any member of the Association present.
Section 2. Election
A member may be elected to office by a vote of a majority of those members present at a general meeting.
Section 3. Assumption of Office
Officers and Directors shall assume office immediately upon election.
Article VIII Officers and Board of Directors
Section 1. General Powers
The activities and affairs of the Association shall be managed by a Board of Directors.
Section 2. Specific Powers
The Board of Directors shall have the power to do the following:
a). Recommend to the membership the election of officers
b). Prescribe the powers and duties of the officers
c). Determine Association policies
d.) Recommend to membership meeting location and time
Section 3. Composition
The Board of Directors shall consist of at least eight (8) members, four (4) of whom are officers (President, Vice President, Secretary and Treasurer). Directors must be paid up members of the Association.
Section 4. Term of Office
Directors shall serve a term of three years, or until their successors are elected. Directors terms shall be staggered so that only one third (1/3) of their number is subject to election each year.
Section 5. Vacancy
Any vacancy on the Board of Directors between any general meeting date shall be filled by an appointment of the President and approval of the Board of Directors. This action should take place no more than 30 days after the vacancy occurs.
Section 6. Chairman of the Board of Directors
The Association President shall also be the Chairman of the Board of Directors. He shall preside at meetings of the board, coordinate the activities of committees, and shall perform such other duties as prescribed by the Board of Directors set forth in these bylaws.
Section 7. Quorum
A majority of the Board members shall constitute a Quorum for the transaction of business at any Board meeting.
Section 8. Compensation
Board members shall serve without compensation. They can however be compensated for reasonable expenses incurred in conjunction with conduct of Association business.
Section 9. Officers
The principle officers of the Association shall be the President, Vice President, Secretary and Treasurer. These officers shall be elected by the membership at a general meeting and shall serve without compensation.
Section 10. President
The Association President shall perform the following duties:
a). Serve as Chief Executive Officer of the Association
b). Exercise general oversight of Association business
c). Preside over all meetings of the Association and the Board
d). Appoint members of appropriate committees
e). Be an ex-officio member of all committees except the nominating committee
f). Represent the Association at formal or official functions
g). Perform such other duties as assigned by the Board
Section 11. Vice President
In the absence or inability of the President to serve, the Vice President shall exercise all the powers and duties of the President.
Section 12. Treasurer
The Treasure shall perform the following duties:
a). Keep adequate and accurate books and accounts of Association finances, properties, and financial transactions
b). Make all financial records available to members upon request
c). Deposit all monies and other valuables in the name of the Association in a depository approved by the Board of Directors
d). Disperse Association funds as required to operate the Association on a normal basis
e). Keep and maintain a record of Association members
f). Acquire Board of Director approval for expenditures exceeding one thousand dollars
g). Perform such other duties as may be directed by the Board of Directors
h). Make appropriate return to the IRS on behalf of the Association if necessary
i). The Treasurer shall serve without bond unless directed by the Board of Directors
Section 13. Secretary
The Secretary shall perform the following duties:
a). Keep a book of minutes of all proceedings and the actions of Board meetings, Committee meetings, and Members meetings
b). Perform other such duties as may be directed by the Board of Directors
c). The Secretary shall serve without bond unless directed by the Board of Directors
Section 14. Immediate Past President
The immediate Past President shall serve on the Board of Directors in an advisory/consultation role for a period of two years.
Article IX Revenue, Finance, Contracts and Assets
Section 1.Revenue and Finance
The fiscal year for the Association shall be from 1 July through 30 June of each year
Section 2. Transactions
All payment of monies issued in the name of the Association shall be signed by the Treasurer, or by other authorized signatories as authorized by the Board of Directors.
Section 3. Contracts
Unless specifically authorized in advance by the Board of Directors, no person (officer, agent of the Association or other) is empowered to commit the Association to any contractual agreement or to execute any instrument, engagement, or pledge of Association credit for any purpose or in any amount.
Section 4. Assets
Upon dissolution of the Association, the assets of the association are to be donated to the National Museum of Naval Aviation, Inc. located in Pensacola, Florida.
Article X Records and Reports,
Section 1. Records
The Association shall keep the following:
a). Adequate and correct books of account
b). Written minutes of the proceedings of all meetings (Board, Committee & General)
c). Members' records showing names & addresses
Article XI Deliberations
Section 1.
Except as otherwise provided in these By-Laws, Roberts Rules of Order (newly revised) shall govern all deliberations by the Association and it's Board and Committees.
Article XII Amendments
Section 1. Amendment Process
These By-Laws may be amended by a vote of a majority of the members present at the general meeting.
Section 2. Amendment Effective Date
By-Law amendments become effective immediately upon adoption.
ADDENDUM
The addendum chronicles the amendments and their date of approval.
By-Laws were drafted by committee (Ted Clay, Howard Loughon, and Roger Williams) and presented to the Association members in attendance of the September 13, 1997 Association Business Meeting. The By-Laws were adopted with revisions.
Amendment dated 26 Sept 1998 Article III Membership. Section 1. Class. A motion was made, seconded and carried allowing Associate membership of immediate family members of deceased dues paying Association members if they so desire. Section I Class (a.) was incorporated in to the By-Laws
Amendment dated 27 Sept 2001. A motion was made that the Association By-Laws be amended to state the terms of the office for the President, Vice President and Secretary/Treasurer be limited to two years. The motion was seconded and carried. Article I Name and Place of Business Section 2. Principle Office and Section 3. Other Offices were changed to include the two year limitation.
Amendment dated 10 Sept 2005. A motion was made that the immediate past President be retained as a board member. The motion was made to revise the By-Laws to include "The immediate past President will serve on the Board of Directors in an advisory/consultation role for two years". The motion was seconded and carried. Article VIII Officers and Board of Directors Section 13 was incorporated into the By-Laws.
Amendment dated 13 Oct 2006. A motion was made to amend the By-Laws to reflect the previous agreement to separate the duties of the Secretary/Treasurer from one office to two separate offices. The following, Articles and their applicable Sections were change to reflect the two separate offices.
Article V Section 2 and Section 3
Article VIII Section 3,Section 9, Section 12, Section 13, and Section 14
Article IX Section 2
Amendment dated 11 Oct 2007. A motion was made to amend the BY LAWS to add the organization to which the assets will be donated upon the dissulation of the Association. The motion was seconded and carried with the notation that the organization will be determined by vote of the Officers and Directors. The following Article was changed to include that organization:
Article IX title was changed to include "Assets".
Section 4, was added.
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