57th Alumni Association
CONSTITUTION AND BY-LAWS
ARTICLE I – IDENTITY
Section 1 - NAME
The name of the organization shall be the 57th Alumni Association, Inc., hereinafter referred to as Association.
Section 2 - PURPOSE
The Association is organized for the following purposes:
1. To provide social and recreational activities for and to maintain fraternal contacts between its members via our Reunions, and Website;
2. Commemorate the aviation history of the 57th Troop Carrier Squadron, 57th Military Airlift Squadron, 57th Airlift Squadron and the 57th Weapons Squadron of the United States Air Force (USAF), its predecessor and mission-successor organizations;
3. Foster true patriotism, to maintain and extend the institutions of American freedom and at all times to uphold, protect and defend the Constitution of the United States of America;
4. To make financial grants or awards as the will of the majority of members dictates and the recipient of such funds or awards to qualify under Section 501 (c) (19) of the Internal Revenue Code of 1984 or corresponding provisions of any future U.S. Internal Revenue Code;
5. To carry on programs to perpetuate the memory of deceased veterans and members of the Armed Forces and to comfort their survivors.
Articles of Incorporation as a non-profit corporation were filed with the Secretary of State of the State of Oklahoma, Oklahoma City, Oklahoma, on March 11, 2011. The Association became an Oklahoma Corporation as of March 15, 2011.
ARTICLE II – MEMBERSHIP
Section 1 - ELIGIBILITY
Membership shall be open to:
1. Any and all persons who served (assigned or attached) on active duty in the USAF with the 57th Troop Carrier Squadron, 57th Military Airlift Squadron, 57th Airlift Squadron and the 57th Weapons Squadron;
2. Others: Upon nomination for membership by any active member and acceptance by a majority vote of the Board of Directors, any other person, not otherwise qualified, who has an interest in this association and supports the purposes for which it is organized as outlined in Article I Section 2 of these By-Laws. These individuals will not be entitled to vote or serve as a Board Member.
Section 2 - DURATION
Active membership shall be continued from year to year, on payment in advance of annual dues as determined by the Board of Directors. Dues become payable during the first month of each calendar year for that year and become delinquent after January 31 of that year. Members who fail to pay the required dues by January 31 of that year will be moved to in-active membership status until payment of dues for the then-current year. Member may pay regular dues in advance or subscribe to a Lifetime Membership. Annual dues are not prorated during the membership year.
Section 3 - DUES
Dues for membership shall be the amount adopted by the Board of Directors.
Association dues are:
1. Annual Membership $20.00 annually.
2. Life Membership:
· Age 70 - 79: $60.00
· Age 65 - 69: $120.00
· Age 60 - 64: $160.00
· Age ----- 59: $200.00
Note: If a person has paid annual membership dues and later in the same year, decides to become a lifetime member, then the fee for the annual dues already paid ($20.00) will be deducted from the lifetime membership cost. The application form for lifetime membership must be annotated to reflect this transaction.
NOTE: Airmen who served with the 57th Troop Carrier Squadron (TCS) are not required to pay dues and alumni aged 80-plus are not required to pay dues.
ARTICLE III - MEMBERS MEETING
Section 1 – General Meeting
Meetings will occur at times specified by the Board of Directors to conduct business of the Association. A meeting will be held in conjunction with, or independent of, a reunion of the members and shall last for a period as designated by the Board of Directors on a date and at a place selected by the Board of Directors for the purpose of transacting business.
Section 2 - NOTICE OF MEETING
Notice of the meeting shall be announced on the 57th Alumni website (Error! Hyperlink reference not valid. least 30 days prior to the meeting.
Section 3 - QUORUM
The active members who attend the meeting shall constitute a quorum capable of transacting all business properly brought before the meeting.
Section 4 - PRESIDING
The President or, in his/her absence, the Vice President or another member of the Board of Directors shall preside over the meetings and with the Board of Directors, maintain the order of business.
Section 5 - VOTING
Each Association member shall be entitled to vote on all important matters, including elections of members of the Board and officers, adoption and changes to By-Laws and all other matters other than those required for day-to-day operations. At the members meetings, each active member shall be entitled to one (1) vote on any issue brought before the meeting. A majority vote of the active members present at the meeting and proxy votes shall govern in all matters properly brought before the meeting.
To vote via Proxies the members request must be in written form and must include the member's signature. A proxy will be valid for a single meeting only. Proxies shall be mailed to the Secretary of the Association in sufficient time prior to the upcoming meeting for validation and recording.
ARTICLE IV - RIGHTS OF MEMBERS
The routine business of the Association shall be vested in the officers and the Board of Directors. However, any powers delegated to or by the officers or Board of Directors on any officer or other person may be modified, altered or withdrawn by the members, provided, however, that all actions of the Board of Directors or of any officer or any other person taken in pursuance of powers properly conferred shall be binding upon the Association.
ARTICLE V - OFFICERS AND BOARD OF DIRECTORS
Section 1 – ORGANIZATION
The governing body of the association shall be the Board of Directors. The Board of Directors shall consist of four elected officers consisting of the President, the Vice President, the Secretary who also may serve as Treasurer and the Treasurer who may also serve as Secretary and four (4) Directors at Large.
The Board should reflect the general make-up of the active membership, but shall not be subject to any quota system. Board of Directors will receive no compensation for their service.
The Board of Directors is intended to provide a means to properly resolve issues which require collective judgment and resolve issues which cannot reasonably be deferred until the next meeting of the regular membership. The Board of Directors is the authority to approve Treasurer Disbursement of Association funds upon concurrence of a majority of the Board, which is considered a proper Association obligation or benefit. A record of expenditures under this provision will be maintained and will be posted for general viewing at general membership or special meetings.
The members shall from time to time seat the association's officers through election. Elections shall be conducted during the general membership business meeting held during each reunion which normally occurs each year. All Board members shall have one (1) vote.
Additional board member positions may be established, modified or terminated by a majority vote of the then-existing Board of Directors. The board positions listed in Section 1 cannot be terminated. Some examples of additional positions are: Historian, Webmaster, and Editor.
SECTION 2 - DUTIES OF THE BOARD
The President shall have general supervisory authority over the affairs of the Association, shall sign or countersign all contracts or other instruments of the Association, and perform all duties that are incident to that office. The President has discretionary authority to authorize the Treasurer to disburse Association funds for such expenses that are ordinary and reasonable without reference to a second officer for matters he considers an Association obligation or benefit. The President shall preside also over the Board.
2. Vice President
The Vice President shall, in the absence or disability of the President, exercise and discharge all of the duties and functions of the President. He shall perform other duties as requested by the President.
The Secretary shall issue notices of all meetings, shall keep minutes of all meetings, shall make such reports and shall perform such duties as assigned by the President and by these By-Laws. He shall have charge of the membership books.
The Treasurer shall have custody of all funds of the Association and shall maintain same in the name of the Association in such bank(s) as directed by the Board of Directors. The Treasurer may withdraw funds for disbursement only with the specific case-by-case approval of the President and all checks require two (2) signatures.
The Treasurer shall at any reasonable time, make available for inspection the books and accounts of the Association to any officer or other member of the Association upon appropriate written request. He shall present a financial statement to the general membership at the regular membership meeting.
A Certified Public Accountant (CPA) will conduct an audit of the financial position of the Association every two (2) years and upon a change in Treasurer. In addition, a CPA will conduct a review of the financial position of the Association each year that an audit is not performed to ensure conformity with accounting principles. Special audits may be required at the discretion of the Board of Directors. The Treasurer will nominate, and the President will approve, the named CPA. The Treasurer will make the audit report available to all full members upon request.
5. Directors at Large
The Directors at Large will be members of the board subordinate to the President. There will not be more than four (4) Directors-At-Large, who will be elected by the membership and will perform duties as assigned by the President with the consensus of the Board of Directors.
Directors at Large can be assigned duties and responsibilities such as, but not limited to; Editor/Publisher, Membership, Publicity, Sergeant-At-Arms and liaison with active duty USAF organizations. All elected Officers and the Directors at Large shall have an equal vote on matters brought before the Board of Directors.
The President shall appoint the Chaplain in a non-voting capacity. He shall enjoy a reputation of adherence to community high standards of decency, dignity, morality, and a good report within the Association and the community. He attends to memorial ceremonies and to spiritual matters where the Association has an interest. He leads prayers at ceremonies, meetings and banquets as requested.
Section 3 - POWERS AND LIMITATIONS
Officers will be empowered to carry out their duties as previous described above, but such officers, singly, are not authorized to commit the Association or any of its members to pecuniary liability, without due consideration by a quorum of the Board of Directors.
Section 4 - QUALIFICATION AND NOMINATION OF OFFICERS AND DIRECTORS
Individuals placed in nomination for any elected or appointed office must be active members with dues currently paid, or who are lifetime members and who are otherwise in good standing and who present no conflict of interest to the goals of the Association or its standing as a veteran’s organization recognized by the United States Internal Revenue Service. Nominations may be submitted to a nominating committee by any active or life member, provided the nominee has consented to such nomination.
Section 5 - ELECTION AND TERM
The board shall be elected by the membership at the meeting of the Association, according to procedures determined by the Board of Directors.
The term of office for each position of the Board of Officers will be two (2) years or until a successor is elected. To provide continuity in managing the affairs of the Association, the nominees for positions on the Board of Officers will be for staggered terms. The Vice-President and Treasurer will be elected on odd year and President and Secretary will be elected on even year. Directors “at large “will serve in a position number of one (1) through four (4) and will be elected on the odd and even year based on position number in which they sit on the board.
Except for the Treasurer, the date for assuming office will be from the first day after adjournment of the Reunion membership meeting to the last day of the Reunion consistent with the applicable staggered dates of the incumbent. The term of office for the incoming Treasurer will be from a time not later than 31 December immediately following the Reunion. This date will be mutually agreed upon with the outgoing Treasurer and acceptable to the Board of Directors. Normally, each officer/director will not hold his/her respective office for more than two (2) terms. The Nominating Committee may consider proposals for an additional consecutive term for an individual officer/director and shall have authority to nominate such office/director for re-election.
Section 6- VACANCIES
In the event that the office of President becomes vacant during the normal term of office, the Vice President shall automatically succeed and complete both the unexpired term of the incumbent and the term to which he would normally have succeeded. Vacancies in the positions of other officers/ Directors that occur between elections shall be filled by appointment of the Board of Directors. Individuals so chosen shall duly hold office until the next scheduled election.
Section 7 - MEETINGS
Board meetings shall be convened from time to time as the Board may decide. Two thirds of the Board in agreement may call special meetings to address issues announced in prior notice. There shall be a Board meeting in conjunction with any general membership business meeting. Conduct of the meetings may be informal or formal. In cases where procedural matters are an issue, resort may be made to an appointed parliamentarian or to handbooks commonly addressing such procedures. Due to the non-profit status of the Association and the nature of unreimbursed expenses which may be incurred by Board Members in attending these meetings, all Board Members who attend such meetings are authorized to deduct the reasonable costs and expenses of attending said Board Meetings under Reg. 1.170A-1(g) of the IRS Code as charitable contributions.
When possible, such meetings may be conducted through electronics means including teleconferencing and E-mail. When E-mail is used for Association business, it shall be addressed to current members of the Board. Members without access to Email shall receive correspondence through the US Postal Service.
Section 8 - SPECIAL/EMERGENCY MEETINGS
Special/emergency meetings may be called by the President provided written notice is sent to each member of the Board of Directors at least seven days in advance. If necessary to secure a quorum at such meetings, absent members of the Board of Directors may fully participate by telephone conference call.
A quorum shall consist of five (5) members, one (1) of whom shall be the President or Vice President, and a simple majority of a quorum shall suffice for the conduct of all business.
Section 10 - MINUTES
Minutes of the Board of Directors meetings shall be taken during the meetings, and written copies thereof distributed to all members of the Board of Directors within 30 days after the meeting. Minutes will also be posted on the Association Web Site where they shall remain for a period of not less than 90 days.
Section 11 - BUSINESS MANAGEMENT
The business management and affairs of the Association shall be under the direction and control of the Board of Directors. The Board of Directors shall have the authority to authorize contracts, deeds or other appropriate instruments of conveyance, incur liabilities, convey or invest funds and such other matters and things connected with the Association as they may determine, subject always, however, to the right of the members to modify, alter, or withdraw the powers of the Board of Directors as set forth in Article IV.
The Board of Directors shall also have the authority to establish committees, secretaries and advisory councils, and appoint chairmen and members to further the causes and management of the organization. Such committees, secretaries, and advisory councils shall serve at the discretion of the Board of Directors, which shall have the power to control and terminate any such established position. Legal documents shall be executed on behalf of the Corporation by the President and acknowledged by the Secretary as the act of the Association. The name of the Association shall appear on all legal documents along with the signatures of the President and Secretary.
Section 12 - DELEGATION OF AUTHORITY AND REVOCATION OF POWER
The Board of Directors may grant special or general authority to others and may likewise withdraw such authority, upon such terms and conditions as the Board of Directors may determine. The powers vested by the Board of Directors in any committee, officer, agent or employee of the Association may be limited, altered or revoked by the Board of Directors, through proper action at any meeting.
Section 13 - BONDS AND GENERAL COUNSEL
The Board of Directors may, as appropriate, require officers, agents and employees of the Association to be bonded in an amount and with surety approved by the Board, the expense of which shall be paid by the Association. Likewise, the Board of Directors may designate an Attorney-in-Fact, with such powers and duties as may be determined. Any Attorney-in-Fact so designated shall be authorized to execute Powers of Attorney for the corporation in accordance with policy established by the Board of Directors.
Section 14 - DEPOSITORIES
The funds of the Association shall be invested and/or deposited for safe keeping in such manner and in such financial institutions as the Treasurer, with the concurrence of the Board of Directors, may determine.
Section 15 - NOMINATING AND OTHER COMMITTEES
1. Nominating Committee
A. The Nominating Committee shall consist of the most recent former President, most recent past Vice President, two (2) non-office-holding members of the Association (members at large) and the Secretary. The immediate former President will serve as Nominating Committee Chairman. The Nomination Committee Chairman, can, without further approval nominate two (2) other non-office holding members (members at large). The membership at the Business Meeting of the Annual Convention will vote to approve the committee membership.
B. The Nominating Committee will accept suggestions from members for candidate nominees for the Board of Officers. The Nominating Committee will evaluate the eligibility and qualifications of suggested nominees. A statement of each nominee’s agreement to serve must accompany the selection of a nominee for each available position on the Board of Officers.
C. The Nominating Committee will present a slate of nominees that normally will consist of only one (1) nominee for each available position for the Board of officers at the Business Meeting of the Association. The Nominating Committee Chairman will also solicit nominations from the floor. Any delegate may so nominate provided the nominee is eligible and agrees to serve.
2. The President, with the consent of the Board of Directors, may from time to time appoint such other, committees as necessary for the orderly conduct of the business of the Association. The duties, membership and tenure of such committees will be as determined by the Board of Directors at the time of appointment.
ARTICLE VI - LIABILITY OF MEMBERS, OFFICERS, EMPLOYEES
The Association is a non-profit organization operated solely and exclusively for the purposes set forth above.
No member of this organization shall be held liable for the debts, liabilities, or other financial obligations of the Association other than in the proper exercise of the functions of his office.
No member, officer, or agent of the Association shall be liable for acts or failures to act on the part of any other member, officer or agent. Nor shall any member, officer, or agent be held liable for any act or acts, or for failures to act under these bylaws, excepting only acts or failures to act arising out of willful malfeasance.
ARTICLE VII – AMENDMENTS
These By-Laws may be amended by a majority vote of the members present at a regular or special meeting with a quorum present. They are in effect when approved and the approved version with the Secretary's code number shall be distributed to the membership via website and posted at next meeting after By-Law approval.
The next approved revision will be identified with the code Revision 1-yyyy-###### (the yyyy being the year revised, and the ###### being a code applied by the Association Secretary and known only to him as proof against unapproved new versions). Subsequent revision's codes will increase the number following the word "revision" by one and reflect the approval year, and will have the new unique validation code appended by the Secretary. All previous versions of these by-laws, no matter the date or identification, are superseded in their entirety by this revision.
ARTICLE VIII – DISSOLUTION
None of the assets or gains of the Association shall insure to the benefit of any individual members or officer. Upon the dissolution of the corporation, The Board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, transfer all remaining assets to The Air Force Aid Society or to one or more other exempt purposes within the meaning of section 501(c) (19) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction in the county and state in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized or operated exclusively for such purposes.