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Board Of Directors
any of the above may be sent to:
Phil Peters firstname.lastname@example.org or email@example.com or Roy Gettz firstname.lastname@example.org
Reorganization/Incorporation of the Army Security Association Chitose- After a lengthy project primarily by Jerry Koula we are now incorporated in the state of Texas. This has a number of benefits for us such as tax exemption and reunion insurance that may be applied for once the papers come back. The official Address for all correspondence remains ASA Chitose Assn., C/O Roy Gettz, 3091 Blackbird Ct, Melbourne FL. 32935 even though we are to be incorporated in the state of Texas. Under the incorporation the Board Of Governors becomes our policy making body with the implementation of policies and actual day to day affairs accomplished by an elected Association President, Vice President and Secretary with the appointed positions of News Editor, Treasurer, Historian, Recording Secretary, Homepage Manager, and Reunion Coordinator.
ASA Chitose Association Inc.Group By-Laws
ARMY SECURITY AGENCY CHITOSE ASSOCIATION, INC.
A NON PROFIT CORPORATION
ARTICLE 1 – NAMES; OBJECTIVES; PURPOSES
1.01 Name. The name of the corporation is “Army Security Agency Chitose Association, Inc.” (the “Corporation”).
1.02 Objectives; Purposes.
a. Primary and Specific Purpose. The Corporation is incorporated for the specific and primary purpose of a fraternal and social organization and the purposes set forth in its Articles of Incorporation, including but not limited to, fraternal, social, benevolent and charitable purposes. In furtherance of this purpose, but not exclusively, the Corporation shall serve the following specific objectives:
(i) To promote and foster the comradeship and friendship brought about through service while serving with the United States Army Security Agency, headquartered at Chitose, Japan, either with the United States Security Agency (including, without limitation, Detachments such as Makabetsu or Misawa) or in support of or supported by the United States Security Agency, regardless of unit designation or branch of service, during the period 1947 through 1974;
(ii) To provide opportunities for members to maintain and strengthen bonds and renew friendships, through holding regular reunions, publication of newsletters, and maintaining rosters of the Members of the Corporation;
(iii) To provide appropriate recognition to those comrades-in-arms who are no longer alive; and
(iv) To provide a link between the Corporation, and its successor organizations, and other Army Security Agency associations/groups or other unit associations/groups assigned to Chitose, Japan, as well as the Japanese American Association in Chitose, Japan.
b. Non-Profit Corporation. This Corporation is organized pursuant to the Texas NonProfit Corporation Act and does not contemplate pecuniary gain or profit to the Members thereof and is organized for nonprofit purposes.
1.03 Assumed Name(s). The Board (as defined below) may file such assumed name certificates and other appropriate documents to permit the Corporation to carry out all or a portion of its purposes and objectives utilizing the names “Army Security Agency Chitose Association,” “ASA Chitose Association” and “ASA.” From time to time, the Board shall adopt such other names or other assumed names as it deems appropriate.
1.04 Annual Reunion. An annual “Reunion” shall be held each calendar year at a location determined by the Vote of the Members at least two (2) years in advance of such Reunion; provided, however, in the event that the location of a Reunion is not determined by the Vote of Members or must be changed for a legitimate reason after any such Vote at a Reunion has occurred, then the location (relocation) of the Reunion shall be determined by the Board. At such Reunion (i) one of the two annual meetings of the Board shall take place (see Section 4.04.1, below) and (ii) the annual meeting of the Members shall take place (see Section 3.04, below). Such Reunion shall take place in the month of September, unless otherwise determined by the Board.
ARTICLE 2 – OFFICES
2.01 Principal Office. The initial principal office of the Corporation shall be located in the City of Melbourne, State of Florida. The Corporation may have such other offices, either within or without the State of Texas or Florida, as the Board may determine or as the affairs of the Corporation may require from time to time.
2.02 Registered Office and Registered Agent. The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board.
ARTICLE 3 – MEMBERS
3.01 Members of the Corporation. The “Members” of the Corporation shall consist of the following:
a. Regular Membership. The “Regular Members” shall include all personnel who served honorably with or in support of or supported by in the United States Army Security Association (USASA) Field Station(s), Chitose, Japan or other designations, at Chitose, Japan or its subordinate element Makabetsu, Japan, regardless of branch of service, during the period 1947 through 1974, while it was under military control. Regular Members shall either be Active Members or Inactive Members, allocated as follows:
( Active Regular Membership: “Active Regular Members” will be those Regular Members of the Corporation in good standing as a Regular Member of the Corporation and current on all required dues.
( Inactive Regular Membership: “Inactive Active Regular Members” will be those Regular Members of the Corporation which: (i) have not been located; (ii) not current on the payment of all required dues; or (iii) are not in good standing as a Regular Member of the Corporation (e.g. suspension).
Both Active Regular Members and Inactive Regular Members (to the extent possible) will be carried on the Membership Roster of the Corporation. Active Regular Membership is mandatory for Reunion attendance for those eligible as Regular Members.
b. Associate Membership. The “Associate Members” shall include spouses, widows, and ex-spouses of Regular Members or those Members who would have qualified to be Regular Members. Associate Members shall either be Active Members or Inactive Members, allocated as follows:
( Active Associate Membership: “Active Associate Members” will be those Associate Members of the Corporation in good standing as an Associate Member of the Corporation and current on all required dues. For the purposes of Reunions, the Chitose Brats (adult children of Regular Members who accompany their parents to a Chitose Reunion) are considered as Active Associate Members.
( Inactive Associate Membership: “Inactive Associate Members” will be those Associate Members of the Corporation which: (i) are spouses of a Regular Member that has not been located; (ii) not current on the payment of all required dues; or (iii) are not in good standing as an Associate Member due to suspension.
Both Active Associate Members and Inactive Associate Members (to the extent possible) will be carried on the Membership Roster of the Corporation. Active Associate Membership is mandatory for Reunion attendance for those eligible as Associate Members.
c. Honorary Membership. The “Honorary Members” are (i) any persons who have made a significant contribution to the success of the Corporation and/or (ii) those distinguished individuals who had some type of association with the United States Military at Chitose or the Army Security Agency, but do not qualify for Regular Membership or Associate Membership (i.e., Honorary Membership might be extended to any USASA Commanding General or Command Sergeant Major). Honorary Members may be nominated by any Regular Member or Associate Member, and must be approved by a majority vote of the Voting Members at any annual meeting.
3.02 Voting Members of the Corporation. For any vote by the Members of the Corporation or other matter put before the Members of the Corporation, only the Active Regular Members and the Active Associate Members shall be permitted to cast a vote (collectively the “Voting Members”). All other Members of the Corporation (i.e. Inactive Regular Members, Inactive Associate Members, and Honorary Members) shall be “non-voting” Members of the Corporation.
3.03 Membership Privileges. Active membership is required to attend Reunions.
3.04 Annual Meetings. A regular annual Meeting of the Members shall be held at the annual Reunion.
ARTICLE 4 - BOARD OF DIRECTORS
4.01 Role and Purpose of Board.
a. Board of Directors. The affairs of the Corporation shall be managed by its Board of Directors (“Board”). The role of the Board is to provide for the financial quality, stability and integrity of the Corporation consistent with the objectives and purposes set forth herein, as well as any mission statement adopted by the Board from time to time. Directors on the Board need not be residents of Texas.
b. Texas Law. The Board shall also have all other corporate powers prescribed by the laws of the State of Texas.
4.02 Number, Tenure and Election. The number of Directors on the Board shall be not less than six (6) and not more than twelve (12). The term of the Directors of the initial Board (but only the initial Board) appointed consistent with these Bylaws shall serve for one (1), two (2) or three (3) years, in order to create staggering terms of the Board, as set forth in the Organizational Resolution of the Board. Subsequent to such initial term, each Director (or his successor) shall serve two (3) year terms. At each meeting of the Membership (annual Reunion), an election shall be held by the Voting Members to elect the successor of the Director whose term is completed in that particular year or due to any vacancies not filled per Section 4.03, below. Potential Directors on the Board shall be nominated annually by the President or by nominations on the floor at the annual meeting of the Members. Such election may be accomplished by a show of hands, ballot or other procedure determined by the President. Cumulative voting is expressly denied.
4.02.1 Qualifications. Directors on the Board must be Active Regular Members of the Corporation in good standing. Directors need not be residents of Texas. Directors may serve successive terms.
4.02.2 Ex Officio Members. In addition to the elected Directors on the Board, the following shall be ex officio non-voting members of the Board:
(a) Officers of the Corporation (but only to the extent such Officer is not also a Director); and
(b) Such other persons appointed by the Board.
4.03 Vacancies. Any vacancy occurring in the Board and any directorship to be filled by reason of an increase in the number of Directors on the Board, shall be filled by the majority vote of the Directors on the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.
4.04.1 Regular Meetings. Two regular meetings of the Board shall be held each calendar year; specifically, one meeting will be held prior to the annual Meeting of the Members and one meeting will be held after the annual Meeting of the Members.
4.04.2 Special Meetings. Special meetings of the Board may be called by or at the request of the President or any two (2) Directors on the Board. The person or persons authorized to call special meetings of the Board may fix any manner, place, either within or without the State of Texas, for holding any special meetings of the Board called by them.
4.04.3 Notice. Notice of any special meeting of the Board shall be given at least two days previously thereto by written notice delivered personally or sent by mail or telegram to each Director at his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the business is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specially required by law or by these Bylaws.
4.04.4 Quorum. A majority of the Board shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors on the Board are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
4.04.5 Proxies. At any meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.
4.04.6 Manner of Acting. Unless an alternative percentage is specified herein, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board, unless the act of a greater number is required by law or by these Bylaws.
4.04.7 Chairman of Board; Vice-Chairman of Board. One member of the Board (but specifically excluding any ex officio members of the Board) shall be appointed as Chairman of the Board. The Chairman, with the assistance of the President and the Vice-Chairman (if any), shall be responsible for the following: (i) to prepare agendas for the Board meetings; (ii) to record all transactions in the form of minutes prior to Board meetings; (iii) to send committee reports to all Board members prior to Board meetings; (iv) to chair each Board meeting during the Chairman’s term; and (v) to cause the recordation of the minutes and the resolutions for each Board meeting. The Board may (but shall not be obligated) to also appoint one member of the Board (but specifically excluding any ex officio members of the Board) to act as Vice-Chairman of the Board, which Vice-Chairman shall assist the Chairman in effecting, carrying out and executing the above duties. Both the Chairman and Vice Chairman shall be appointed annually (at the regular annual Board meeting) to serve for the next annual term; provided, the Board may postpone the appointment of the Chair or Vice-Chairman for the next annual term until a later meeting of the Board (provided such meeting occurs before the commencement of the next annual term), except as earlier terminated by the Board from time to time. The Chairman and Vice-Chairman may serve successive terms.
4.04.8 Rules for Meetings. From time to time, the Board may promulgate such rules and policies for the conduct of its meetings as it deems advisable.
4.05 Compensation. Directors on the Board as such shall not receive any stated salaries for their services, but by resolution of the Board a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor.
4.06 Informal Action; Telephone Meetings.
4.06.1 Any action required by law to be taken at a meeting of the Board, or any action which may be taken at a meeting of the Board, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors on the Board. Unanimous written consent shall have the same force and effect as a unanimous vote, and may report such in any document. This Section 4.06.1 shall also permit members of any Committee to take such informal action, subject to the same conditions set forth above.
4.06.2 Subject to the provisions of these Bylaws for notice of meetings, members of the Board and members of any Committee may participate and hold a meeting of the Board or the members of such Committee by means of conference telephone or similar communications equipment in which all persons participating in the meeting can hear each other. Participation in any such meeting pursuant to this Section 4.06.2 shall constitute presence in person at such meeting, except by a person who participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
4.07 Rules and Policies of Board. From time to time, the Board may promulgate such rules and policies related to Board activities and requirements and the governance of the Corporation as it deems advisable, including (without limitation) policies related to communications of Directors, performance review of Directors and related matters, codes of conduct for Members, and such other rules and procedures it deems advisable. The Board shall have the right to suspend or expel any Member from the Corporation, subject to reinstatement by the Vote of the Members at the next annual meeting of Member. The Vote of the Members shall be final and binding as to suspensions and expulsions.
ARTICLE 5 - OFFICERS
5.01 Officers. The officers of the Corporation shall be a President, a Secretary and such other officers as may be elected in accordance with the provisions of this Article 5. The Board may elect or appoint such other officers as it shall deem desirable, in accordance with the provisions of this Article 5. Officers may serve successive terms. Any two or more offices may be held by the same person.
5.02 Election and Term of Office.
5.02.1 Elected Officers (Elected by Members). The President and Vice-President of the Corporation shall be nominated annually by the Board or by nominations on the floor at the annual meeting of the Members, and shall be elected at the annual meeting of the Membership (i.e. at the Reunion), the exception that the initial officers of the Corporation shall be elected by the contemporaneously with the adoption of these Bylaws. The Board may seek the assistance of the President or other officers in securing such nominations. The President, and Vice-President (if any) shall be an Active Regular Member and shall serve two (3) year terms, At each annual meeting of the Members, an election shall be held by the Voting Members to elect the successor of the Officer whose term is completed in that particular year. Such election may be accomplished by a show of hands, ballot or such other procedure determined by the Board. Officers may serve successive terms. In the case of tie, the candidates receiving the most votes shall be voted on again.
5.02.2 Appointed Officers (Elected by Board). Other new officer positions may be created and filled (but not required to be created and filled, other than the Secretary) at any meeting of the Board to have the authority and perform the duties prescribed, from time to time, by the Board, including (without limitation) the Secretary, a Treasurer, a Reunion Committee Chairman, a Newsletter Editor and/or a Liaison Officer. Such other appointed officers shall be elected by the vote of the majority of the Board. Such other “appointed” Officers may be either Active Regular Members or Active Associate Members, and shall serve two (2) year terms or such other term designated by the Board. At each meeting of the Board, an election shall be held to elect the successor of such Officer whose term is completed in that particular year. With respect to annual election of such other Officers, if the election of Officers shall not be held at the annual meeting of the Board, such election shall be held as soon thereafter as is convenient.
5.03.1 Any Officer elected or appointed by the Members may be removed at an annual meeting by the Members whenever in their judgment the best interest of the Corporation would be served thereby. In addition, if good cause warrants and if the Board determines in its judgment the best interest of the Corporation would be served thereby, the Board may remove an Officer elected by the Members (i.e., the President and Vice-President) by a vote of eighty percent (80%) of the Board present at a meeting at which a quorum is present.
5.03.2 Any Officer elected or appointed by the Board may be removed by a vote of the majority of the Board present at a meeting at which a quorum is present whenever, in the judgment of the Board, the best interest of the Corporation would be served thereby.
5.04 Vacancies. A vacancy in any office because of death, resignation, disqualification or otherwise, may be filled by the Board for the unexpired portion of the term.
5.05 Specific Offices.
(a) President. The President shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. The President shall have the following specific duties:
(i) Chief Executive Officers. The President shall preside at all annual meetings of the Members. He shall appoint positions and committee membership which are not otherwise provided for by these Bylaws [e.g. Newsletter Editor, Reunion Committee Chairman and Liaison officer, if not appointed by the Board]. The President shall serve as the Corporation’s, chief spokesperson to all its constituencies and takes a leadership role and securing others to assist in obtaining support from all appropriate sources.
(ii) Communication of Mission. The President shall articulate and communicate the Corporation’s purposes, objectives and mission to all internal and external constituencies; oversee the effective implementation of such purposes, objectives and mission; and build and maintain positive relationships among such internal and external constituencies.
(iii) Assist Board in Development of Policy. The President shall assist the Board and make recommendations to the Board, of policies, procedures, programs.
(iv) Fiscal Planning and Resource Development. The President shall plan, implement, and supervise the Corporation’s fiscal development programs including (without limitation) endowment and capital funding to support the sustained growth of the Corporation’s institutional facilities and resources.
(v) Administrative Decisions. The President shall act as the “court of final appeal” regarding administrative decisions, except as otherwise directed by the Board (as determined in the Board’s discretion).
(vi) Responsiveness to the Board. The President shall promptly and effectively effect, carry out and execute all resolutions adopted by the Board.
(vii) Other Duties. The President shall perform all other duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
(b) Vice President. The Vice-President (if any), will preside in the absence of the President or in the event of his disability or refusal to act, the Vice President [or in the event there be more than one (1) Vice President, the Vice Presidents in order of their election], and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice-President shall perform all other duties incident to the office of Vice-President and such other duties as may be prescribed by the Board or the President from time to time.
(c) Secretary. The Secretary shall keep the minutes of the meetings of the Board in one or more books provides for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation, and affix the seal (if any) of the Corporation to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; and, in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board.
(d) Treasurer. The Treasurer (if any) shall receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies, or other depositaries as shall be selected in accordance with the provisions of Article 9 of these Bylaws; prepare an annual statement showing all collections and disbursements of the Corporation; establish any necessary petty accounts; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board.
(e) Membership Coordinator. One of the officers shall serve as the Membership Coordinator (as determined by the Board). The Membership Coordinator shall be responsible for: (i) keeping membership rolls, and actively seeking to learn the whereabouts of former Members of the Army Security Agency Chitose Association; (2) providing updated Membership Rosters available to other Officers of the Corporation on a regular basis, and updated rosters will be provided to all Members at each Reunion; and (3) maintaining an Honor Roll, honoring those former Members of the Association who are deceased. The Membership Coordinator may recruit assistants from the Members to assist in his duties.
5.06 Compensation. The Corporation may pay compensation in a reasonable amount to its officers for services rendered. The Board may require Officers to give security for the faithful performance of their duties. The salaries shall be determined from time to time by the Board, but no formal action of the Board shall be required in determining such salaries. No Officer shall be prevented from receiving such salary by reason of the fact that he/she is also a Board member.
5.07 Authority of Officers – Financial Matters. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such Officer(s) or agent(s) of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the President or as otherwise provided in Section 9.02, below. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or the depositaries as the Board may select. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE 6 – PROFESSIONAL INDEPENDENCE OF OFFICERS AND DIRECTORS
6.01 Interested Directors and Officers. Except as provided in Section 6.02 of this Article, no contract or other transaction between the Corporation and any of its Directors or Officers (or any corporation or firm in which any of them are directly or indirectly interested) shall be invalid solely because of this relationship or because of the presence of such Member, at the meeting authorizing such contract or transaction, or his or her participation in such meeting or authorization.
6.02 Prohibited Transactions. Section 6.01 of this Section shall apply only if:
(a) The material facts of the relationship or interest of each such Director or Officer are known or disclosed to the Board or a Committee and the Board or Committee nevertheless authorizes or ratifies the contract or transaction by a majority of the members present, each such interested member to be counted in determining whether a quorum is present but not calculating the majority necessary to carry the vote; or
(b) The contract or transaction is fair to the Corporation as of the time it is authorized or ratified by the Board or a Committee of the Board.
6.03 No Other Effect. This provision shall not be construed to invalidate a contract or transaction which would be valid in the absence of this provision.
6.04 Loans to Directors and Officers Prohibited. No loans shall be made by the Corporation to its Officers or Directors.
ARTICLE 7 - COMMITTEES
7.01 Committees of Directors. The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more “Board Committees.” Any person on a Board Committee must be a Director. Such Board Committees, to the extent provided in said resolution shall have and exercise the authority of the Board in the management of the Corporation. However, no such Board Committee shall have the authority of the Board in reference to the following: (i) amending, altering, or repealing the Bylaws; (ii) electing, appointing, or removing any member of any such Board Committee or any Director or Officer of the Corporation; (iii) amending the Articles of Incorporation; (iv) adopting a plan of merger or adopting a plan of consolidation with another corporation; (v) authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the Corporation; (vi) authorizing the voluntary dissolution of the Corporation or revoking proceedings therefor; (vii) adopting a plan for the distribution of the assets of the Corporation; or (viii) amending, altering or repealing any resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by such Board Committee. The designation and appointment of any such Board Committee and the delegation thereto of authority shall not operate to relieve the Board, or any, individual Director, of any responsibility imposed on it or him/her by law.
7.02 Other Committees. From time to time, the Board, by resolution adopted by a majority of the Directors in office, may establish, designate and appoint such “Other Committees” as they deem advisable to assist the Board and the Officers in carrying out its responsibilities and for the benefit of the Corporation. The Officers may make recommendations for the appointment of members to such Other Committees; but, except as otherwise provided in a resolution of the Board, the members of any such Other Committee shall be determined by the Board. Such Other Committee(s) may consist of both Directors on the Board and/or persons not on the Board. Such Other Committee(s) shall have only the powers specifically delegated to them by the Board.
7.03 Committee Rules. Unless the Board provides otherwise in a resolution, each Committee (whether a Board Committee created per Section 7.01 or an Other Committee created per Section 7.02) designated by the Board shall operate under the following rules and guidelines:
(a) Decision-Making. In the absence of a contrary provision by the Board or in the rules adopted by such Committee, a simple majority of the entire authorized number of members of each Committee shall constitute a quorum for the transaction of business, the vote of a majority of the members present at a meeting at the time of such vote if a quorum is then present shall be the act of such Committee; and each Committee shall otherwise conduct its business in the same manner as the Board conducts its business under these Bylaws, including (without limitation) taking action without a meeting.
(b) Term of Office. Each member of a Committee shall continue as such until removed by the Board or such person or persons authorized to appoint such member, unless the Committee shall be sooner terminated by the Board.
(c) Removal. Any members thereof may be removed by the Board or such person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal.
(d) Vacancies. Vacancies in the membership of any Committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
(e) Chairman. One member of each
Committee shall be appointed Chairman by the Board or such person or persons
authorized to appoint such member and, if the Board fails to designate a
Chairman, then by the members of the Committee. The Chairman shall be responsive
to the Board regarding the activities and actions of the Committee.
(f) Rules. Each Committee may adopt, alter and repeal rules for the conduct of its business not inconsistent with these Bylaws or with rules adopted by the Board.
(g) Service of Committees. Each Committee of the Board shall serve at the pleasure of the Board; and the right of the Board to create any such Committee also includes the comparable right to eliminate and dissolve such Committee. The designation of any such Committee and the delegation thereto of authority shall not operate to relieve the Board, or any individual Director, of any responsibility imposed by law.
ARTICLE 8 - BOOKS AND RECORDS; FISCAL YEAR
8.01 Book and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board and Committees having any of the authority of the Board, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member or his agent for any proper purpose at any reasonable time. A joint audit of the books and records will be acceptable in the change of membership of the Directors comprising the Board.
8.02 Fiscal Year. The fiscal year of the Corporation shall begin on the 1st day of January and shall end on the 31st day of December.
ARTICLE 9 – CONTRACTS, CHECKS, DEPOSITS AND FUNDS
9.01 Contracts. The Board may authorize any officer of officers, agent or agents of the Corporation in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances.
9.02 Checks and Drafts. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer (if any) or an Assistant Treasurer (if any) and countersigned by the President or a Vice President of the Corporation.
9.03 Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositaries as the Board may select.
9.04 Gifts. The Board may accept on behalf of the Corporation any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Corporation.
ARTICLE 10 – DUES
a. Initial Dues. The Initial Dues will be $5.00 for one year for each Regular Member and Associate Member. Associate Members that are widows and Honorary Members do not pay dues. The Board may from time to time adjust or add to this structure as it deems appropriate. Newly located Members will be carried as active until the completion of the calendar year in which they were located (i.e. that dues’ year).
b. Annual Dues. Annual dues will be $5.00 for each Regular Member and Associate Member; provided, each household consisting of more than one Regular Member and/or Associate Member shall only be obligated to pay one set of dues per year. Dues are due January 1 of each year and may be paid as far in advance as the Member desires. Honorary Members and widows that are Associate Members do not pay dues. Widows must make known their desire to remain as an Active Member every two (2) years. Dues will be used to cover all expenses of the Corporation except the Reunions which will be self-supporting.
c. Dues’ Period. The dues’ year starts January 1st and ends December 31st for each calendar year.
d. Failure to Pay Dues. Regular Members and Associate Members who fail to pay Dues by January 1 will become Inactive Members. A dues’ notice will be posted on the address label of the newsletters. The winter newsletter will carry a statement advising Members that their membership is expiring which substantially reads as follows: “Act.Mbrshp expire Jan***”. No payment of back dues is required of those who have allowed their Active Membership to expire.
10.02. Fund Raiser. Other fund raising activities to help defray the administrative costs of organizing reunions or other activities may be conducted provided such activities have been approved by the membership. Such activities must be in compliance with federal, state and local laws, and must have financial controls to ensure that money raised contributes to the overall objectives of the Corporation.
10.03. Use of Funds. The Treasurer (if any) will be responsible for maintaining proper accountability for all Corporation funds. When the geographic dispersion of the officers requiring funds makes it necessary, the Treasurer may establish sub or petty cash accounts with the responsible officer. If no Treasurer exists, then such obligations will fall to the other Officers. The Board will establish rules concerning the approval requirements for expenditure of Corporation funds.
10.04 Other Matters. The President (by and through such officers, employees and administrators as her/she determines or as otherwise designated by the Board) shall be responsible for the administration and supervision of the collection of such Dues.
ARTICLE 11 - WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the articles of incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE 12 - INDEMNIFICATION
12.01.1 Indemnification of Officers and Directors. The Corporation shall indemnify any Director or Officer or former Director or Officer of the Corporation and any person who, while a Director or Officer of the Corporation, is or was serving at the request of the Corporation as a Director, Officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against reasonable expenses incurred by him or her in connection with any action, suit or proceeding directly related to the Corporation, in which he/she is a named defendant or respondent if he/she has been wholly successful, on the merits or otherwise, in the defense of such action, suit or proceeding. The Corporation may indemnify any Director or Officer or former Director or Officer of the Corporation, and any person who, while a Director or Officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise who was, or is, threatened to be named a defendant or respondent in an action, suit or proceeding against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by him or her in connection with an action, suit or proceeding to the full extent permitted by Article 2.22A of the Texas Non-Profit Corporation Act.
12.01.2 Advancement of Expenses. The Corporation may pay in advance any reasonable expenses which may become subject to indemnification subject to the provisions of Article 2.22A of the Texas Non-Profit Corporation Act.
12.01.3 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a trustee, or officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity of arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under these Bylaws or the laws of the State of Texas.
12.01.4 Other Indemnification. The protection and indemnification provided hereunder shall not be deemed exclusive of any other rights to which a Director or Officer or former Director or Officer, or present or former employee or agent of the Corporation, may be entitled, under any agreement, insurance policy, or otherwise.
ARTICLE 13 - CORPORATE SEAL, BOOKS AND RECORDS
13.01 No Corporate Seal. The Corporation need not have a corporate seal, but the Board may at any time provide for an appropriate seal, if deemed necessary or advisable.
13.02 Books and Records. The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of the Board and any Committee, and shall keep at its principal office a record of its Members and officers and their residence addresses and its application to the Internal Revenue Service for recognition of its tax-exempt status (IRS Form 1023), its determination letter from the Internal Revenue Service, and the past three (3) years of informational returns it has filed (IRS Form 990), if any, with the Internal Revenue Service.
ARTICLE 14 - AMENDMENT TO BYLAWS AND ARTICLES
These Bylaws, and the Corporation's
Articles of Incorporation, may be altered, amended, or repealed and new Bylaws
or Articles may be adopted by: (i) a vote of three-fourths (75%) of all of the
Directors comprising the Board in office at any regular meeting or at any
special meeting, if at least two (2) days' written notice is given of an
intention to alter, amend, or repeal these Bylaws or to adopt new Bylaws at such
meetings; or (ii) a majority of the voting Members present at any regular
meeting or at any special meeting of the Members entitled to vote.