SPECIAL OPERATIONS ASSOCIATION

2011

                                                                      BY-LAWS 

                                                                        ARTICLE I

                                                                             NAME 

The name of this Corporation is the “SPECIAL OPERATIONS ASSOCIATION, INC.” (SOA).  The SOA is incorporated in the State of Texas as a tax-exempt, non-profit organization.  It is approved by the Internal Revenue Service (IRS) under the Internal Revenue Code 501 (c) (19) as exempt from federal income tax (EIN 74-2619854). 

                                                                       ARTICLE II 

                                                                        PURPOSES 

A.  The purposes of this Corporation, herein after referred to as the “Association,” are: 

          1.     To perpetuate the esprit de corps of the Special Operations community; and 

          2.     To unite fraternally veterans of all branches of the United States Armed Forces who, since the beginning of World War II,  have conducted or supported  “Special Operations”; and 

    3.     To commemorate fittingly the memory of all those who have given their lives in defense of the Free World and to those who served in Special Operations units and are still unaccounted for as POW/MIA; and 

          4.     To promote patriotism throughout the communities of the country; and 

          5.     To educate its members and the citizens of the United States in the proper development of Special Operations, and to keep abreast of new developments in the field of Special Operations as is consistent with security regulations; and 

          6.     To encourage every member of the Association toward a closer personal relationship and a friendly spirit of mutual cooperation; and 

          7.     To foster and promote the general welfare and prosperity of the Members, and to improve by all lawful means their status and condition; and. 

          8.     To be a source of inspiration for all Special Operations Units now and in the future.                                                                       

B.   The Association is not organized for profit nor does it contemplate any monetary gain or profit to its  Members.                                                 

ARTICLE III 

                                                               PROPERTY TITLE

                             The title to all the property of the Association shall vest in this corporation.

ARTICLE IV 

                                                      MEMBERSHIP 

A.  Definitions: 

1.   Special Operations Unit(s) 

                      a.     The unit/project/operational team must be or have been composed of U.S. Armed Forces military personnel with a mission to conduct Special Operations as defined by this Association; or           

                      b.     On a ROUTINE basis to provide DIRECT combat support as part of the Operational Team performing Special Operations missions.   

          2.     Membership.  

                      a.     General Member - A person having the right to full participation in all of the proceedings of this Association to include but not limited to the right to MAKE MOTIONS, DEBATE,  AND TO VOTE.  General Members must meet the requirements of this Association as stated in Par IV E 1 below and as specified for IRS Code 501(c)(19) organizations.  Regardless of the provisions of Par. IV D 1 below, any General Member in good standing as of 28 September 2001 shall retain that category of membership.

                      b.     Associate Member - A person who meets the requirements of this Association as required in Par IV E 2 below and specified for IRS code 501(c)(19) organizations.  However, while Associate Members are welcome to attend meetings and to take part in the discussion when recognized by the presiding officer THEY DO NOT HAVE THE PRIVILEGE OF MAKING MOTIONS OR VOTING AT GENERAL MEMBERSHIP MEETINGS AND MAY NOT DO SO.  However, they may be chairmen and/or members of committees and do have a right to vote on committee matters in committee meetings. Regardless of the provisions of Par. IV D 2  below, any Associate Member in good standing as of 28 September 2001 shall retain that category of membership. 

                                                                                                            

B.   Special Operations Units list.       

    1.     The Membership Committee shall prepare, for the approval or disapproval of the Board of Directors (BOD), a list of all units known to fall under the guidelines of Special Operations Units as defined in the paragraph A 1 above.  The units in this list will each be given starting and closing dates of eligibility.  Units currently conducting operations will be so identified and given a closing date at the appropriate time.  The Membership Committee will, as necessary, recommend changes to the list of units to the Board of Directors for approval or disapproval.

          2.     No unit will be called a Special Operations Unit under the Association’s guidelines unless approved by the Board of Directors.  However, in the case of applicants who served in units meeting the Association’s criteria for Special Operations Units that are still classified, a letter from the Commander of the United States Special Operations Command, or his designated representative, certifying that the applicant meets the Association’s standards for the status he is applying for will be required before the applicant may be accepted in that status.

C.  Eligibility – Any person who meets the qualifications for membership under these By-Laws is eligible for membership.  The Membership Committee may, however, refuse to approve the application of anyone the Committee believes to be detrimental to the Association’s purposes, and will refuse to approve the application of anyone who submits false information or misrepresents information on his application for membership. There will always be cases of people not being able to find someone who can vouch for him so in those cases the onus is on the back of the applicant to provide other evidence such as military orders, award citations et al--and then be vetted not only by the membership committee but also the BOD.

D.  Member Classes – Membership in this Association shall consist of two classes: General Members, and Associate Members. No other designation of any affiliate, associate, agent, guest, invitee, or other relationship to the Association, shall constitute a Member, and no persons, other than General Members and Associate Members, of any designation or relationship whatsoever to the association, shall enjoy the privileges and entitlements of membership, or shall be considered members.

          1.     General Member – General Membership is granted upon application and approval of the Membership Committee, to those persons who have requested General Member status and who can document that they are Veterans or members of a U.S. Armed Forces Special Operations Unit as determined by this Association, who has conducted Special Operations as an operational combat element or provided direct support to the operational combat element in an operational role within an assigned Special Operations Area of Operations.  The routine or normal duty of the applicant while at this assignment must have placed the applicant in direct threat/exposure to hostile fire.  The applicant must supply adequate documentation to prove assignment to a Special Operations Unit recognized by this Association during that unit’s period of eligibility  and the fact that he was placed in direct threat/exposure to hostile fire. If adequate documentation is not available one General Member in good standing must verify the credentials of the applicant from first hand knowledge of the applicant while in this assignment. In those cases where a General Member is not available to vouch for the applicant, upon recommendation of the Membership Committee, the BOD based upon the documentation available, on a case by case basis, may grant general membership to the applicant. Further, General members must meet the requirements of membership as specified in IRS Code 501(c)(19).  Exceptions to this rule may be made only by the BOD on a case by case basis based upon policies established by the General Membership at an Annual or Specially called Meeting. All General Members enjoy full privilege and entitlements of a Member of the Association, including but not limited to attendance at all  membership meetings, the right to make motions and be heard in debate at all such meetings. 

    2.     Associate Member – Associate Membership is granted to any person  applying for Associate  Membership and approved by the Membership Committee.  Applicant must be a Veteran or member of a U.S. Armed Forces Special Operations Unit as determined by this Association, who supported the conduct of his unit’s Special Operations in a non operational direct support role.  The Associate Member’s routine or normal duty did not involve direct threat or exposure to hostile fire.  The applicant must also supply adequate documentation to prove assignment to a Special Operations Unit recognized by the Association during that unit’s period of eligibility, or one General Member in good standing must verify the credentials of the applicant from first hand knowledge of the applicant while in this assignment. In those cases where a General Member is not available to vouch for the applicant, upon recommendation of the Membership Committee, the BOD based upon the documentation available, on a case by case basis, may grant Associate Membership to the applicant. Further, Associate Members must meet the requirements of membership specified in IRS Code 501(c)(19). Exceptions to this rule may be made only by the BOD on a case by case basis based upon policies established by the General Membership at an Annual or Special Meeting.  All Associate Members enjoy full privilege and entitlements of a member of the association, including but not limited to chairing and/or serving on committees and voting therein,  attendance at all  membership meetings and the right to be heard and enter into discussion at all such meetings.  However, Associate Members do not have the right to hold office, to object to any action of the Board of Directors, or to participate in and vote on the election of the Board of Directors or the right to make motions or vote on any motions at any membership meetings.  

E.   Classes of Non Member Status – The association recognizes the commitment, devotion,  sacrifice and assistance to the Association and its members, as well as the United States and its Armed Forces, and the purposes for which the Association exists, of non-membership qualifying individuals.  In order to appropriately acknowledge the service of these individuals , two classes of Non-Member Status are created for such individuals: 

          1.     Operational Associate - The Operational Associate is a DISTINCTION conferred on members of foreign military units and para-military  personnel who served with U.S. Armed Forces Special Operations Units, as determined by this Association, in the role defined in the General Member category.  However, the persons who have Operational Associate status in the Association are not  members of the Association and do not enjoy any privileges or rights of a member.. As the Operational Associate does not meet the requirements for membership as specified in IRS Code 501(c)(19) the Operational Associate is not entitled to make motions or vote in the business of the Special Operations Association.  The Operational Associate distinction is created to recognize the courage and the professional contributions made by those who meet its requirements, while working within the units designated Special Operations Units by this Association. 

          2.      Honorary Member - Honorary Membership status may be granted upon approval of the Board of Directors to a person who has contributed significantly to U.S. armed Forces Special Operations  and/or the Special Operations Association and who would add to the prestige of the Association.  However, the persons who have Honorary Membership status in this Association are not Members of the Association and do not enjoy any privileges or rights of a Member.  Any Member may propose a candidate for Honorary Membership by written application citing specific examples wherein the candidate has contributed significantly to Special Operations and how the candidate would add to the prestige of the Association.  The application shall be submitted to the Membership Committee together with an abbreviated biography of the candidate.  The Committee shall consider the application and forward the application with the Membership Committee’s recommendation to the Board of Directors for final action.    Honorary Members may not offer motions or vote at Membership Meetings.  Further, they do not have to meet the requirements of membership specified in IRS Code 501 (c)(19).  

F.   Application  

          1.     Application Form – The Membership Committee shall prepare the Association’s Membership Application Form, for approval by the Board of Directors, for use by those persons who desire to join the Association.  As a minimum, the following information shall be required:

                      a.     Applicant’s full name, address, telephone number(s), E-mail address, Social Security Number and Service Number if the individual served in an approved unit prior to 1969.

                      b.     Class of membership for which applicant is filing.

                      c.     The questions:

                              (1). Will you accept Associate Membership if you qualify for that classification of member, but do no otherwise meet the qualifications for General Member?

            (2).       If you do not qualify for membership , as either a General Member or Associate Member, but may qualify for recognition by the Association as an Operational Associate, would you accept such recognition?

                      d.     Assignments the individual has had to military or civilian organizations that qualify the person for membership in the Association.

                      e.     Space for the name and membership number of at least one General Member who can attest to the applicant’s assignments and duties.

                       f.     Membership and or Operational Associate fees and when payable.

                     g.     Authority for release of information and records.  This item must be signed by the applicant and a witness, indicating that the information on the application was provided voluntarily by the applicant.

          2.     Submission of Application. – Application for Membership or Operational Associate status shall be signed by the applicant, then mailed to the Association Membership Committee together with first-year dues, application fee and sufficient documentation to verify assignment to a Special Operations Unit.  Upon receipt of a properly completed application together with dues, application fee and adequate supporting documentation, the Committee will verify the applicant’s credentials and forward to the applicant a Membership Certificate and Membership Card.

G.  Dues

          1.     Annual Dues will be in the amount determined by the Board of Directors.  All applications will be accompanied with an application fee, in the amount determined by the BOD, together with the first year’s dues.  Thereafter, dues are payable annually for the period of 1 January through 31 December of each year.  Dues are due on the 1st of January and will be delinquent after the 1st of February of the year that they are due.  Upon the date that a Member’s, or Operational Associate’s dues are delinquent he will be dropped from the Membership, or Operational Associate Rolls.  A reinstatement fee in the amount determined by the BOD will be assessed on an individual who pays his dues after the date that he becomes delinquent.

    2.     Life status may be granted to qualified (applicants) Members and Operational Associates, in good standing, upon receipt of their written request for Life status and the appropriate fee.  No annual dues shall be payable by those Members or Operational Associates with a Life status. 

          3.     No annual dues or membership fees shall be payable by those persons granted Honorary Membership in the Association.

H.  Non-liability of Members and Operational Associates – A Member or an Operational Associate of the Association shall not, solely because of such membership or Operational Associate status, be personally liable for the debts, obligations or liabilities of the Association.

I.    Transfer of Membership  

    1.     Neither membership in the Association, or Operational Associate status with the Association nor any rights of or to the membership, or to the Operational Associate status, may be transferred. 

          2.     The special designation of Warriors Widow may be bestowed upon the widowed spouse of all deceased Members.  Each year (unless she states in writing that she no longer desires to receive it) a registration form for that year’s SOAR will be sent to her in order that she may register and attend the SOAR, at her own expense, if she so desires.  A Warrior’s Widow has no membership status.  However, she will be identified with a WW prefix to her deceased member spouse’s membership number.

3.   It is acknowledged that from time to time the parents, brothers, sisters, sons or daughters, of a deceased member may have a desire to speak to, and gain additional information on the activities of their beloved one from those that served with him.  Therefore, these immediate family members, and others that may have a legitimate reason approved by the BOD, may apply for a registration form and, upon recommendation by the Membership Committee, and approval by the BOD, attend a SOAR at their own expense. These relatives and others will NOT be recognized with any prefix or other symbol connected to the Membership Number of the deceased Member.

J.    Termination of Membership – All rights of a Member in, or Operational Associate with, the Association  shall cease upon the termination of the Member’s  membership, or Operational Associate  status, due to any of the following causes:

    1.     The written request or witnessed verbal request for such termination.  Requests shall be delivered in person or by mail, to the President of the Association or to his designated representative.  Upon receipt by the President or his designated representative, the request shall be forwarded to the Membership Committee and the Member’s, or Operational Associate’s name shall be stricken from the active Membership or Operational Associate Rolls.

          2.     The death of a Member or Operational Associate.

          3.     The non-payment of dues within 30 days after they become due and payable.

          4.     A Member or an Operational Associate of the Association may be expelled from Membership or Operational Associate status upon discovery by the Membership Committee or the Board of Directors that the Member or Operational Associate submitted false or misrepresented information on his application for Membership or Operational Associate status.  Additionally, a General Member may be expelled for falsely verifying the qualifications of an applicant for General Membership,  Associate Membership or for Operational Associate status.

          5.     The Board of Directors, by a two-thirds vote of the entire Board, may suspend for a period not to exceed two (2) years, or may expel a Member or an Operational Associate of the Association  under the provisions of Par IV. J. 4. above or who persistently disrupts any meeting or function of the Association; misuses or destroys Association property; or engages in any conduct and/or actions that demonstrates an antagonism to, or is in violation of any of the principles of the Association as set out in the specific purposes of the Association in the Articles of Incorporation; or engages in or performs any action that brings discredit upon or could bring discredit upon the Association.       

          6.     The  suspension or expulsion of a Member or Operational Associate becomes effective on the date the Board of Directors personally delivers or mails written notice of such suspension or  expulsion.

          7.     The advertising of Association Membership or Operational Associate status for either commercial or political purposes is prohibited.  Violations of this paragraph will be brought to the attention of the Board of Directors and may result in revocation of Membership or Operational Associate status.

K.  Procedures for Suspension and/or Expulsion

          1.     Prior to the suspension or expulsion of any Member or Operational Associate the BOD will notify the Member or Operational Associate of the intention of the BOD to suspend or expel the Member or Operational Associate.  This notice will include a detailed listing of the reasons why the BOD intends such action.

          2.     The Member or Operational Associate who receives a letter of intent shall have thirty (30) days from the postmarked date of such letter to notify the President of the BOD in writing that he desires to present information in his behalf that may change the BOD’s intent to suspend or expel him.

          3.         a.     If no reply to the letter of intent is received by the President of the BOD, postmarked in the proper time period, final action on the matter will be taken at the convenience of the BOD.

                      b.     If the President receives notice within the stated time period that the individual concerned desires to make a presentation in his own behalf either in writing or orally, at his own expense, he may do so at the next regularly scheduled meeting of the BOD (MYC or SOAR).           

          4.     After the presentation referred to above in Par 3.b. the BOD will take final action on the matter and immediately notify the individual concerned of such action.  This action will be final. 

          5.     Each Year at the SOAR Annual Membership Meeting the membership will be notified of all suspensions and/or expulsions since the last SOAR with the rationale for such suspensions and/or expulsions.  The General Members present may, by a majority vote, overrule any suspension or expulsion for conduct.  In such cases the Member or Operational Associate concerned will be reinstated to full Membership or Operational Associate status without prejudice.

                     6.     The entire Membership will be informed of all suspensions and/or expulsions in the AAR.                                              

L.  Reinstatement of Membership – A Member or Operational Associate who resigns or whose Membership or

     Operational Associate status is terminated for non-payment of dues may apply for reinstatement by                                           submitting a request to the Membership Committee. No action shall be taken on any request for reinstatement

      until the applicant has paid the annual dues and has paid a reinstatement fee in the amount    determined by a

      resolution of the Board of Directors.  The applicant may be required to undergo the entire application process.        

ARTICLE V

                                                         BOARD OF DIRECTORS 

A.  Number – The SOA Board of Directors shall consist of nine elected members.

B.   Qualifications – The Directors of the Association shall be either Annual or Life (General) Members in good standing and have attended at least two of the last three SOARs.

C.  Composition –   The SOA Board of Directors shall consist of the four Officers (the President, Vice President, Secretary, and Treasurer) and five Directors (Director Place 1, Director Place 2, Director Place 3, Director Place 4 and Director Place 5).

D.  Terms – One third of the Members of the Association’s Board of Directors shall be elected every year for a three year term by absentee ballot and within 120 days prior to a scheduled reunion of the Association.

1.  The base year for the three year terms of the President, Vice President and Director Place 1 is 2002.

          2.     The base year for the three year terms of the Secretary, Director Place 2 and Director Place 3  is 2003.

          3.     The base year for the three year terms of the Treasurer, Director Place 4 and Director Place 5  is 2004. 

          4.     There are five offices on the Board of Directors, President, Vice President, Secretary, Treasurer and Placed Director.  All members of the Board of Directors shall hereafter in these By-Laws be referred to as “Directors”.

          5.     All offices on the Board of Directors except the treasurer shall be limited to two consecutive full terms. For clarification see the paragraph immediately following.  There will be no limitation on the number of terms the treasurer may serve.  (Any period of time less than 1 ½ years shall not be considered a full term. Any period 1 ½ years or more shall be considered a full term.  As long as the SOARs are held in the late September (16 -30) - early October (1-15) time frame the 31st of March will end the half year and 1 April will begin the last half year) If the SOARs are held in the late August (16-31) - early September(1 - 15) time frame the 28/29th of February will end the half year and 1 March will begin the last half year. If the SOARs are held at any other time the half year mark will be determined as in the forgoing examples.  The half year mark for each Member of the BOD will be determined by the date of the SOAR when he was installed.)

          6.     An individual completing two consecutive terms  in one office may, if elected, serve in another office immediately after completing his second term.   (i.e. A Placed Director may run for and serve as President, Vice President, Secretary or Treasurer.) The President, the Vice President, Secretary and Treasurer may run for any other open office to include the office of Placed Director.  Any  person who has served in an office for two consecutive terms may run for, and be elected to, that office again after being out of that office for one year. (i.e. A Placed Director who has competed two consecutive terms may, after one year out of that office, run and, if elected, serve as a Placed Director for another two consecutive terms.)

          7.     A BOD member serving in one office may, run for and, if elected, serve in any other Board office as if he had not served on the Board before.  (The five Placed Director positions are all one office.)

          8.     Directors going out of office due to the termination of their term shall vacate such office at the conclusion of the Annual Membership Meeting at the SOAR  in the year their terms end.  Newly elected Officers/Directors will assume their office at the conclusion of the Annual Membership Meeting at the SOAR in the year that begins their term of office. 

          9.     In the event a Director is removed in accordance with Article V, paragraph G of these By-Laws, that Director’s term of office will cease at a date set by the majority of the remaining Directors.  The vacant office will be filled for the remainder of the term as provided elsewhere in these By- Laws.

E.   Election

          1.     The candidates receiving the highest number of votes for their respective Board of Directors Office, or position of Placed Director, are elected.  A tie vote shall be resolved by a majority of the Board of Directors voting for one of the candidates.

          2.     No person may run or be a nominee for two different Offices in the same election.  When two Placed Director positions are open the two candidates receiving the highest number of votes will be elected.  

          3.     If an incumbent is elected to a different office, his currently held office is declared vacant, and filled according to these By-Laws.

F.   Compensation — The Directors shall serve without compensation for their duties.   However, they               may be reimbursed for expenses incurred in the performance of their duties for the Association.

G. Removal of Directors

              1.  The Board may by a vote of two thirds (2/3) of the entire Board of Directors remove a                  

                   Director from office for the following, and only the following, reasons:

                      a.     Gross incompetence.

                      b.     Gross malfeasance in office.

                      c.     Conviction of a crime of moral turpitude of such a degree as to be an embarrassment to the Association.

    2.     The General Members, at an Annual or Specially called Meeting may remove a Director from office for the reasons stated in paragraph V. G. 1 a, b, & c above by a majority vote of the members present and voting.  (The words gross, incompetence, malfeasance and moral turpitude shall be defined as defined in Webster’s Dictionary).

H. Resignation – Any Director may resign effective on giving written notice to the President or the Vice President, unless the notice specifies a later time for the effectiveness of such resignation.  Vacancies may be filled in accordance with these By-Laws.

I.     Vacancies

          1.     Causes – Vacancies shall exist on the death, resignation, or removal of any officer.

    2.     Filling Vacancies by Directors – Except for the position of President, vacancies may be filled by appointees receiving a majority vote of the Directors.

J.    Duties – The Board shall have responsibility for the general and financial management of the Association.  They shall carry on the business and control the property of the Association.  The Board shall make rules governing the conduct of the members while representing or conducting activities on behalf of the Association.

K.  Meetings – The Board of Directors shall meet each year prior to the starting day of the annual SOAR at the reunion’s meeting place and again prior to the conclusion of such reunion.  Other Board meetings may be held during the reunion as the President and/or the Board desires.  The Board may hold a regular meeting (normally called a Mid Year Conference) at a time and place (normally at the location of the next SOAR) of the Board’s choice.

L.   Audits – Prior to the annual Reunion of the Association, the Board will ensure that all of the financial and property records of the previous fiscal year (1 January through 31 December) are reviewed and or audited in accordance with  the Generally Accepted Accounting Principles (GAAP) as prescribed by the American Institute of Certified Public Accountants (AICPA) in Statement of Accounting Standards 117 (SAS 117)by a CPA chosen by the BOD.  For those years where there is a change of Treasurers the financial and property  records will be reviewed or audited as determined by the BOD in the manner prescribed above.  The results of such reviews/audits shall be given in writing to the Board of Directors by the reviewer/auditor who performed the review or audit.   The Board will make the results of such reviews/audits available orally to the General Membership at the next General Membership Meeting. Members may request to see the full review/audit, at their own expense, at the convenience of the BOD. 

M.  Special Meetings – Special Meetings of the Board may be called by the President or, in his absence, by the Vice President or by four of the Directors upon written/e-mail notice to every member of the Board.  Such notice must designate the time, place and purpose of such meeting (no other business may be transacted) and must be given at least three (3) weeks in advance of the date for which the meeting is called . 

N. Conduct of Meetings – The President or, in his absence, the Vice President, or in their absence, the Secretary, or in the absence of all three any Director selected by a majority of the other Directors present, shall preside at the meetings of the Board and of the Association.  In the absence of the Secretary or, when the Secretary is presiding at the meeting, the chair will appoint the Executive Director or any Director to act as the Secretary for the meeting.  Members of the Board may participate in a meeting through conference telephone or similar communications equipment, as long as all members participating in such meeting can hear one another.  Such participation shall constitute personal presence at the meeting.  Voting by proxy is not authorized for any meeting of the Board of Directors. 

O. Action Without Meeting – Any action required or permitted to be taken by the Board may be taken without a meeting, if a majority of the members of the Board individually or collectively consent in writing/e-mail or telephone to such action provided that all of the members of the Board were notified of the requested action.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.  Such action by written/e-mail or telephonic  consent shall require a two thirds (2/3) majority to pass and shall have the same force and effect as any other vote of the Directors.  When a vote is made by telephone each member will confirm his vote in writing  immediately after the vote is made.  Votes by electronic means will be printed out for the record.  The results of all actions without a meeting will be confirmed and included in the minutes of the next meeting of the Board.  

P.   Quorum – A majority of the Board as defined in Par V C above shall constitute a quorum.              

Q.  Bequests – Whenever the Association shall receive a gift or bequest it shall be deposited or invested in such a manner as the Board and the Association’s Treasurer may determine, except as otherwise specified in the gift or bequest.  The income from any such gift or bequest may be expended from time to time in furtherance of the Association’s purposes.  The Board from time to time by resolution, may add any accumulated income to the principal, in which case it shall become part thereof and it’s expenditure shall be subject to the same restrictions as the original principal.                                                                                   

R.   Conflict of Interest – Any Director that has a financial interest in a subject brought to the BOD for discussion or action or that has a direct bearing on him or his immediate family shall, unless otherwise permitted under Robert’s Rules of Order, recuse himself from all discussion and voting on such subject except to answer direct questions on the subject from other BOD members. 

ARTICLE VI 

                              DUTIES OF THE BOARD OF DIRECTORS 

A.  President – It shall be the duty of the President to serve as the general executive officer of the Association.  The President shall preside at all meetings, sign and acknowledge all instruments when required, and generally perform the duties pertaining to his office                   

B   Vice President – The Vice President shall perform other duties as may be assigned by the President and shall assume and perform the duties of the President in the absence of the President.  In the event that the office of the President becomes vacant and the Vice President is unable to assume the remaining tenure of the president the Secretary will assume the office of the President. If neither the Vice President or the Secretary is able to assume the office of the President the Board will elect a President to complete the term of the vacated position.       

C.  Secretary – The Secretary shall be responsible for the maintenance of the  minutes and records of all the meetings of the members and Directors; shall give notice of meetings when required; shall receive, route and maintain US mail correspondence between the membership and various board members; shall keep and maintain a register of the members, showing the names of the members, their addresses, type and date of membership and current status.  Deposit all funds received by the SOA except those specific funds assigned by the BOD to other individuals for deposit.   Further, he shall perform the duties generally performed by a secretary of an association as prescribed in Robert’s Rules of Order and/or the states in which the Association is incorporated.  The Secretary is responsible for all of the aforementioned duties.   The accomplishment of many of these duties may be delegated to the Executive Director.  The Secretary is the immediate supervisor of the Executive Director.  The Secretary shall assume the duties of the President in the absence of the President and the Vice President.                                                             

D.  Executive Director The position of Executive Director,  SOA  may be engaged as an independent private contractor by a majority of the SOA Board of Directors and may receive an appropriate annual compensation on a monthly basis as determined by the SOA Board of Directors.  Duties will encompass those administrative tasks as defined by the SOA Board of Directors.  The Executive Director,  SOA is not a member of the Board of Directors and therefore has no vote on the Board.  However, he will class=Section16>

D.attend all Board Meetings unless excused by the Board.       

E.   Treasurer – The Treasurer should be knowledgeable and capable of administering financial records and responsibilities in accordance with generally accepted accounting procedures.  The Treasurer shall: 

          1.     Be responsible for the accurate and timely  maintenance of all financial records of the Association in accordance with the Generally Accepted Accounting Principles (GAAP) as prescribed by the American Institute of Certified Public Accountants (AICPA) in statement of accounting standards 117 (SAS 117) or such standards section as these requirements may be codified from time to time. 

          2.     Be the custodian of all monies and funds belonging to the Association except those specifically delegated to another person by the Board of Directors. 

          3.     Sign all Association checks EXCEPT those where the treasurer is the payee.  Insure that all checks over one thousand five hundred dollars ($1,500.00) are approved by a director who is an authorized signer on the bank signature card.  Insure that no director signs or approves a check where that director is a payee.  Insure that a director who is an authorized signer on the bank signature card signs all checks where the treasurer is the payee.  Approvals may only be given on a case by case basis and will be confirmed in writing within 7 days if given telephonically or by e-mail. 

          4.     Insure that no payments are made for a single invoice over one thousand five hundred dollars ($1,500.00) by issuance of two or more checks (“split payment”) to avoid the approval by another BOD member rule. 

          5.     Comply with all federal and state financial reporting requirements.        

          6.     Be the chairman of the Committee on Budget and Planning, and any other committee that the BOD authorizes to handle finances.  The Treasurer shall insure that the Committee on Budget and Planning prepares a budget and submits the same to the Board of Directors at the Pre-Reunion Board Meeting, and submit said budget at the Annual Membership Meeting. 

          7.     Upon election of a new Treasurer, as the Outgoing Treasurer, furnish his newly elected successor with all records to an extent practicable immediately after the new Treasurer takes office, and shall turn over all other records and accounts immediately after they have been reviewed or audited by an accountant approved by the BOD following the completion of his review or audit.  In the event of a vacancy in the office of Treasurer, an auditing committee of members knowledgeable in book keeping or accounting procedures appointed by the President shall examine the records and accounts, and transmit same to the new Treasurer, or to the BOD in case a new Treasurer has not been appointed, without delay. 

          8.     Ensure that the Association maintains appropriate liability insurance for the Association, Directors and Special Staff in the amount specified by the BOD. 

          9.     Insure that four separate accounts are maintained for the monies received by the association. They will be.                 

                                  a.           The General (Operations) account.  Any funds received by the SOA that are not specifically specified to be in one of the three restricted accounts will be deposited in this account.  The monies from this account may be spent in any way the BOD directs. 

                                  b.           The Scholarship account.  This account will be established as a restricted account.  Monies from this account may be spent only for scholarships and the administrative costs to run the Scholarship program.   The Chairman of the Scholarship Committee has the authority to request the expenditure of funds from this account. 

                                  c.           The Bright Light account.   This account will be established as a restricted account.  Monies from this account may be spent only for Bright Light operations and the administrative costs to run the Bright Light program.  The Chairman of the Bright Light Committee has the authority to request the expenditure of funds from this account.                             

                d.           The Life Membership account.  This account will be established as a restricted account.  When the BOD has determined that the Life Membership account is viable the interest from the account may annually be transferred to the General (Operations) account.   

F.  Directors – The Directors, Place 1 through Place 5 shall be assigned duties as deemed appropriate by  the President. 

G.. Board – The Board of Directors will: 

          1.     Conduct all business and direct and supervise all affairs of the Association  not specifically reserved to the Membership in these by laws. 

    2.     Devise plans for the growth and prosperity of the Association for the approval of the Membership and nurture such plans upon approval. 

          3.     Develop and present policies for the benefit of the Association to the Membership for approval and to carry out these policies upon approval. 

          4.     Report to the membership all important matters of interest to the Association. 

ARTICLE VII 

                                    REUNION AND SPECIAL MEMBERSHIP MEETINGS 

A.  Reunions –  The Annual Reunions (SOARs) of the Members of the Association shall be held at a time and place selected at a previous Board of Directors Meeting.  Notice of such Annual Membership Meetings shall be mailed to the Members at least 90 days prior thereto. 

B.   Special Meetings – Special Meetings may be called by the President or by four Members of the Board, or when requested in writing by twenty five percent (25%) of the General Members of the Association.  Notice of a Special Meeting shall be given by the Secretary in the same manner as notice of an Annual Membership Meeting. 

C.  Quorum –  One hundred voting members in good standing shall constitute a quorum for the transaction business at any Annual or Special Meeting of the Association. 

D   .Proxies – No voting by proxy shall be allowed at any Annual or Special Membership meeting.     

E.   Topics for Discussion – Topics at either Annual or Special Membership Meetings should be presented to the Board of Directors for inclusion in the meeting’s agenda at least 30 days prior to the date of the meeting. 

ARTICLE VIII 

                                                                   COMMITTEES 

The Board of Directors may appoint committees as may be necessary from time to time, consisting of such number of its members and with such powers as it may designate, consistent with the Association’s Articles of Incorporation, these By-Laws, and the law.  Committees such as, but not limited to the following, shall hold office at the pleasure of the Board.  All Committee members must be in good standing and have attended at least one of the last two reunions. 

A.  Membership Committee  

          1.     The Board of Directors shall appoint a Membership Committee consisting of a minimum of seven members and such additional members as may be designated by the Board.  The Army, Marines, Navy, and Air Force  will each be represented by at least one member who has served in their respective service if such member is available.   The BOD will review the membership of the committee at least annually and make any changes it deems necessary. 

          2.     Duties

                      a.     The Membership Committee will receive all membership applications, vet the applicants, and determine which applicants are qualified and will be accepted as members and in which category of membership.  Each member of the committee will vote on the back of the application and sign his name together with any comments he desires to make on the rationale for his vote.  The Committee Chairman will be the last one to vote.  A positive vote of a  majority of the committee will be required to accept any applicant as a member in any category unless the BOD, at its discretion, allows the chairman to assign applications to a three man sub committee for determination of eligibility for membership under the following conditions.   

   (1).    One member of the sub committee must be from the applicant’s branch of service.  

                                 (2).    The vote for acceptance must be unanimous.  If the vote of the sub committee is not unanimous for acceptance the applicant’s file will be referred to the entire committee for final determination as to whether the applicant will be accepted for membership and category of membership. 

                      b.     The Membership Committee shall, as a whole, make recommendations to the BOD as to which units should be added or deleted from the Units List.  Each member will be required to make and sign a statement as to his rationale for voting for or against the addition or deletion of any unit from the Units List.  The information so gathered will be included in the packet of recommendation forwarded to the BOD for its final approval. 

                      c.     The Membership Committee shall have such other powers and perform such  other duties as may be prescribed by the Board of Directors or these By-Laws.  

          3.     The Chairman of the committee will insure that all committee members are well versed in, and understand, all aspects of the By Laws that pertain to membership as well as all instructions in membership matters that come from the BOD.  He will insure that his committee complies with these By-Laws, instructions of the BOD and the provisions of IRS Code 501(c)(19). 

B.   Reunion Committee – The Board of Directors shall appoint a Reunion Committee consisting of such number of members as may be designated from time to time by the Board.  The Reunion Committee shall be responsible for scheduling, planning, coordinating, and arranging all aspects of the SOAR and social events for the Members of the Association.  The Reunion Committee shall have such other powers and perform such other duties as may be prescribed by the Board or these By-Laws.

C. Nominating Committee 

          1.     The BOD will annually appoint a Nominating Committee consisting of a Chairman and two other General Members.  This Committee shall select and nominate candidates qualified to be Officers and/or Directors under the provisions of these By-Laws and shall prepare a ballot for the election of the Officers and/or Directors.  Additional candidates may be nominated by petition of 10 of  the voting members presented to the Nominating Committee at least 45 days prior to the scheduled date of publication of the Pre Reunion Packet (PRP).  The Nominating Committee will verify the qualification of the nominees and, if they are qualified, insure that their names are on the ballot.  

          2.     In order to be eligible for nomination and election to office one has to be a General Member of the Association in good standing and have ATTENDED AT LEAST TWO OF THE LAST THREE SOARs PRIOR TO THE ELECTION. 

          3.     After preparing the ballot the Committee will prepare an information packet about the nominees that will contain each candidate’s  name, position for which he is running,  a short (no more than 150 words) biography on the candidate and a passport size  photograph of the candidate. 

          4.     The Pre Registration Packet will contain the biography/photograph packet, the Election Ballot

                  (with a space under each position for any write-in candidates), and a pre-addressed envelope for Voting Members to mail their completed ballot to the Chairman of the Tally Committee for tabulation and presentation of the results of the election at the General Membership meeting. 

D. Tally Committee – In advance of any election, the Board of Directors shall appoint a Tally Committee to collect, authenticate and count votes.  The announcement of each election will include where to send ballots and the closing date for the receiving of ballots by the Committee.  The results of all elections will be confidential and reported only to the Association President by the Chairman of the Tally Committee.  Cast ballots shall remain confidential, be retained for thirty days after the election results are announced, and then be destroyed. 

E.   Scholarship Committee – The Scholarship Committee shall manage the operation of the George C. Morton Memorial Scholarship Fund.  The duties will include the evaluation and selection of recipient students and the periodic appraisal of their academic progress.  In concert with the Treasurer, the Scholarship Committee shall cause issuance of scholarship checks to recipient students.  The Committee shall render an activities report at the Annual General Membership Meeting.

F.   Memorabilia Sales Committee – The Memorabilia Sales Committee shall be responsible for the sale of memorabilia items for the Association.  This shall include the purchasing of items, related records management in coordination with the Treasurer, and the sale of items both by mail and at reunions.                                                                                                                                                                             

G.  Planning and Budget Committee – The SOA President shall appoint a Planning and Budget Committee, Chaired by the Treasurer, consisting of such numbers of Members as may be designated from time to time.  In coordination with the BOD Members and the Special Staff Chairmen the Planning and Budget Committee shall be responsible for preparing the annual (based on the Fiscal Year [FY] 1 January through 31 December) estimate of revenue: Where funds are received from; the projected amount; and how funds are to be utilized.  The Committee shall provide the SOA Board a proposed budget/intended course of action for the following FY at the annual SOAR Board of Directors Meeting.  The Planning and Budget Committee shall perform such other duties as may be prescribed. 

ARTICLE IX 

                                                               RULES OF ORDER 

Rules of Order – All matters of procedures not otherwise provided for in these By-Laws shall be governed by the latest edition of Robert’s Rules of Order.   

                                                                       ARTICLE X 

                                                                   AMENDMENTS 

An amendment to these By-Laws shall be made in the following manner:   A proposal to amend the By-Laws shall be initiated either by the adoption of an appropriate resolution by the Board of Directors or by the adoption of an appropriate resolution by a majority of the Members at any Annual Meeting or at any Special Meeting.  Prior to the adoption of any amendment(s) the Membership will be given prior notice of the proposed amendments in writing in the Pre Reunion Packet (PRP) prior to the regularly scheduled Annual Membership Meeting at a SOAR and in writing at least 90 days in advance of Special Meetings.   Such amendment(s) shall not be finally adopted until approved by a two-thirds vote of those present at any Annual Meeting or Special Meeting of the membership called for that purpose. 

THESE BY-LAWS, WHICH WERE VOTED ON AND APPROVED BY TWO THIRDS OF THE GENERAL MEMBERS PRESENT AND VOTING AT THE GENERAL MEMBERSHIP MEETING ON 23 SEPTEMBER 2009 AT SOAR XXXIII; AMEND AND SUPERCEDE ALL PRIOR BY-LAWS, AND AMENDMENTS THERETO,  OF THIS ASSOCIATION. 

ATTEST: 

S:/ R. Tyler Furbish                   S:/Cletis D. Sinyard

R Tyler Furbish                                           Cletis D. Sinyard

Secretary                                                    President

 

                                                        BY-LAWS IN EFFECT 1998