55th Strategic Reconnaissance Wing Association
BYLAWS
16 JUL 09
INTRODUCTION
1.1.
The Bylaws are rules by which the 55th Strategic Reconnaissance Wing
Association operates as a not-for-profit, veteran’s organization. The
Bylaws prescribe how meetings are held, the powers and duties of the
officers of the corporation and Board of Directors, maintenance of the
budget, and other provisions of governance.
1.2.
Compliance with the IRS Code is necessary to maintain our status as a
not-for- profit, war veterans organization and to retain certain tax
advantages in order to benefit the Association.
2.
MEMBERSHIP
2.1.
To be eligible for regular membership (RM) in the Association personnel
must be veterans of the 55th Strategic Reconnaissance Wing, and/or
retired or active duty personnel of the 55th Wing.
2.2.
Classes of membership include Regular Member (RM), Life Member (LM), and
Associate Member (AM).
2.3.
Annual membership dues for Regular Membership (RM) will be as determined
by the Board of Directors (BoD) and expire at year’s end on December
31st. Dues are deemed delinquent on the following April 1st. After that
date a member shall be placed in delinquent status with loss of
membership privileges. They will no longer be mailed the newsletter.
2.4.
Life Membership (LM) is granted by the BoD to members who have made
sustained special contributions in service or otherwise to the
Association. LMs are exempt from payment of dues.
2.5.
Associate Membership (AM) may be granted by the BoD to certain Active
Duty (AD) positions (AM-AD) in the 55th Wing (AM-AD). Other Persons
(non-veterans) with special relationships to the Association may be
granted AM status (AM-OP). The Membership Chairman may approve an AM-OP;
however, the number of AM-OP (non-veterans) may not exceed IRS
limitations adversely impacting the Association without BOD approval.
AM-ADs are exempt from dues. AM-OP will normally pay dues unless
exempted by the BOD.
Non-55th Military veterans (AM-Mil) are eligible for dues-paying
Associate Membership.
3. MEMBERSHIP MEETINGS
3.1. Membership
meetings shall be held at times determined by the BoD, during reunions
held approximately every 18 months, for purpose of electing directors
and transacting business.
3.2. A quorum
at the membership meeting shall consist of those members in good
standing attending the membership meeting.
3.3. The
Membership Chairman in consultation with the Secretary shall verify the
member in good standing status (dues not delinquent) of those attending
the membership meeting. Such members are thus eligible to vote.
3.4. The
President or his designate shall chair the meeting.
3.5. Roberts
Rules of Order shall be used to facilitate the full and orderly
deliberation and, to the maximum extent possible, to help, not hinder
the business of the assembly.
3.6. The order of business at
membership meetings as far as practical shall be as
follows:
A. Proof
of notice of the meeting.
B.
Reading of approved minutes and advising of disposal of any unapproved
minutes.
C.
Reports by Officers.
D. Reports by
Committees.
E.
Election of Directors.
F.
Unfinished Business.
G. New
Business.
H.
Adjournment.
4. BOARD of DIRECTORS (BoD)
4.1. Directors: The
affairs of the Association shall be managed by the Board of Directors (BoD).
4.2. Election of
Directors shall be held at membership meetings conducted during the
Association reunions.
4.3. The term of each
elected director shall extend until the next reunion membership meeting.
4.4. The Association
has two types of Directors: Elected and Active Duty. All directors must
be members in good standing of the Association.
4.4.1. Elected
Directors: There shall be not less than eleven or more than nineteen
elected directors.
4.4.2. Active Duty
Directors: The serving 55th Wing Commander may nominate two volunteer
active duty persons from the Wing to serve on the Board. The two 55th
nominees shall be submitted to the BoD for approval. Their terms of
office will continue as long as they remain assigned to the 55th Wing,
unless replaced by Board approved nominee(s) of the 55th Wing Commander.
Active duty directors will not be eligible to hold the office of
President.
4.5. Meetings of the
BoD:
The newly elected Board shall meet immediately following the membership
meeting at which they were elected. The Board will elect from its
members the Executive Officers per Bylaws 5.1 and 5.2.
4.5.1. The
normal recurring meeting(s) of the BoD will be held at the Association
4.5.2. Special
on-line meetings of the Board may be called by the President with the
approval of 1/3 of the Directors with one week’s notice.
4.5.3. A quorum
at a meeting of Directors consists of a simple majority of the number of
elected Directors.
4.5.4. The
presiding officer at Board meetings shall be the President. In the
absence of the President, the Vice President shall preside.
4.5.5. Robert’s
Rules of Order Newly Revised shall be used to facilitate the full and
orderly deliberation and, to the maximum extent possible, to help, not
hinder actions of the Board of Directors.
5. EXECUTIVE OFFICERS
5.1. Per Bylaw 4.5,
the Board will elect from its members the Executive Officers per Bylaw
5.2 and conduct other business that may come before the Board. The
results of the election shall be announced at the reunion banquet.
5.2. The Executive
Officers of the Association shall be the President, Vice President,
Treasurer and Secretary; all of whom shall be Directors. The BoD from
time to time shall elect such other officers and designate their powers
and duties as the Board shall find to be required to manage the affairs
of the Association.
5.2.1. The
President shall have all the powers and duties normally vested in the
office of President of an association, including, but not limited to,
the power to appoint committees from time to time as he/she shall deem
appropriate to assist in the conduct of affairs of the Association.
5.2.2. In the
absence of the President, the Vice President shall exercise the powers
and perform the duties of the President.
5.2.3. The
Secretary shall serve notice of all meetings, keep records of all
proceedings of the Board and membership meetings, serve such notices as
required by the Bylaws, and keep the records of the Association, except
those of the Treasurer. In the event of the Secretary not being
available to attend a scheduled meeting, the President shall appoint a
replacement to attend such meetings and perform the functions of the
Secretary.
5.2.4. The
Treasurer shall have custody of all property of the Association
including funds, securities and evidence of indebtedness. He/she will
keep accurate records of the members in good standing and will keep the
books of the Association in accordance with good accounting practices.
He/she will perform other duties incident to the office of Treasurer.
5.2.4.1. The
Treasurer shall submit NLT than December 31st an annual treasurer’s
report to the Board for review and an annual balanced budget proposal to
the Board for approval. The status of the budget/treasury will be
briefed to the Board/Membership at the Association reunions.
6. AMENDMENTS
6.1. An amendment to
or amending these Bylaws may be proposed by any Board member. The BoD
shall review and take action on any such proposals.
6.2. An amendment to
these Bylaws may also be proposed by any Association member in good
standing. All proposed amendments shall be presented to the BoD for
review and action.
6.3. After review of
a proposed amendment the Board by majority vote of the entire Board may
do one of the following:
A. Reject the
amendment.
B. Implement
the amendment and advise the membership via newsletter and/or website.
C.
Conditionally implement the amendment while awaiting final approval by a
majority vote of the members at the next membership meeting.
D. Present the
amendment to the membership for adoption by majority vote at the next
membership meeting.
6.4. The President
may establish a committee every two years to consider any change(s) to
these Bylaws worthy of further consideration by the Board.
7. NEWSLETTER RECIPIENTS
7.1. All widows of 55th
SRWA members (NLR-W) are entitled to receive complimentary newsletters
at no cost. Participation in SRWA events by NLR-W is encouraged and
welcomed.
7.2. The 55th SRWA
newsletter may be distributed to positions of the 55th Wing, other
persons or organizations at no cost for the benefit of the Association.
Those will be designated Newsletter recipients (NLR).