CONSTITUTION AND BY-LAWS
187th ASSAULT HELICOPTER COMPANY
ASSOCIATION
Incorporated in the State of South Carolina 2006
INDEX
Preamble…………………………………………………………………………………………….. 2
Constitution…………………………………………………………………………………………. 3
By – Laws……………………………………………………………………………………………. 5
Meetings……………………………………………………………………………………………… 5
Board of Directors………………………………………………………………………………….... 6
Purposes……………………………………………………………………………………………….7
Amendments…………………………………………………………………………………………. 8
Dissolution……………………………………………………………………………………………. 8
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PREAMBLE
WHEREAS, the objectives for which this Association is formed are to develop a climate for the renewal of old friendships among Veterans of the 187th Assault Helicopter Company and all Units, personnel and family members who supported the Veterans before, during and after combat operations conducted in the Republic of Viet Nam during the years of 1967 through 1972, and to provide aid and assistance to the Veteran’s and their immediate families as the Board of Directors, from time to time, deem just and proper; and to promote and encourage such other activities as deemed appropriate for the good of the public at large. This shall be a nonprofit earning Association that shall establish its principal office for the transaction of the Association business in the County of Orangeburg, South Carolina.
THEREFORE, we bind ourselves to carry out these objectives and agree to abide by the following Constitution and By-Laws.
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CONSTITUTION
of
187th Assault Helicopter Company Association, Inc.
I. The name of the corporation is the “187th Assault Helicopter Company Association, Inc.”
II. The corporation is organized pursuant to the provisions of the South Carolina Nonprofit Corporation Code.
III. The corporation shall have perpetual duration unless or until dissolved under Article IX below written.
IV. The corporation is not for profit and is organized for the following purposes:
To plan and execute activities which will stimulate the camaraderie of the aviation service members; to support activities which will promote improvement of the general welfare of the community; to develop projects of civil interest that will engender patriotic citizenship; to encourage communications between and assistance to veterans and surviving widows, children and siblings of veterans; to promote activities which provide encouragement for potential young military careerist to enter the Army Aviation military service; to engage in lawful business or related activities thereto; and to engage in any lawful act or activity for which corporations may be organized under the South Carolina Nonprofit Corporate Code and under IRS Section 501(C) (19) for Veterans’ Organizations.
V. Officers and Directors shall be elected as prescribed by the Association By-Laws.
VI. This corporation shall be empowered to conduct any and all activities, functions and business which relate to the proper operation of said corporation provided such actions are not inconsistent with the Corporation Code or any law.
VII. The address of the initial registered office of the corporation is 122 Industrial Drive, Orangeburg, S.C. 29115, and the initial registered agent at such address is Mr. Kirk N. Nivens Jr., Secretary.
VIII. The initial Board of Directors shall consist of five members, the names and address of each of which is as follows:
John Quesenberry, President James J. Gaffney, Vice President
Suite F-130 10549 Springwood Drive
3368 Governor Drive. El Paso, Texas 79925-7367
San Diego, CA 92122
Kirk N. Nivens Jr., Secretary Thomas Stino, Board Member
122 Industrial Drive 175 Cypress Blvd East
Orangeburg, S. C. 29115 Homosassa, FL 34446-4838
James Bennett, Treasurer
RT 1 Box 154
Williamsville, MO. 63967
IX. In the event the Board of Directors or membership by majority vote determine to dissolve the corporation, all assets shall be liquidated and all financial obligations of the corporation shall be paid. Any remaining assets shall be donated to a tax exempt organization as determined by the Board of Directors, but under no circumstances shall any member of the Association receive benefit of said assets.
X. The names and addresses of the incorporators are those listed in paragraph XIII above written as initial directors of the corporation. IN WITNESS WHEREOF, the undersigned have executed this CONSTITUTION and Articles of Incorporation this 3rd day of March 2006.
s/ JOHN QUESENBERRY s/ JAMES J. GAFFNEY
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John Quesenberry, President James J. Gaffney, Vice President
s/ KIRK N. NIVENS, JR. s/ THOMAS STINO
_______________________________________ _____________________________________
Kirk N. Nivens Jr., Secretary Thomas Stino, Board Member
s/ JAMES BENNETT
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James Bennett, Treasurer
187th Assault Helicopter Company Association, Inc.
BY-LAWS
SECTION 1. REGULAR MEMBERSHIP
Any active duty Veteran of the U. S. Army’s 187th Assault Helicopter Company and all Veteran personnel of any unit or detachment which directly supported the operations of the said Assault Helicopter Company during the years 1966 through 1972 shall be regular members regardless of the duration of service or rank attained. All Regular Members shall be eligible to vote, serve on committees, and hold offices in the Association. Only past members of the U. S. Armed Forces shall be regular members.
SECTION 2. ASSOCIATE MEMBERSHIP
2.1 Family members of Regular Members or life partners of Regular Members shall be Associate Members. Associate Members may not vote or hold office in the Association, but may serve upon committees without vote.
2.2 Associate Membership shall be open to all U. S. Armed Forces personnel who have been honorably discharged from service. Associate Membership shall be open to those persons who support the goals and objectives of the Association and have been recommended for Associate Membership by the Board of Directors.
SECTION 3. HONORARY MEMBERSHIP
3.1 Honorary Membership may be bestowed upon a person or entity of special distinction and achievement, or special merit. Recommendations for Honorary Membership must be submitted in writing to the Board of Directors by a Regular Member fully describing the candidate’s qualifications and the basis for the recommendation. The Board of Directors shall (1) choose to recommend the nomination to the general membership for vote, or (2) shall return the written nomination to the regular member setting forth in writing the reason(s) therefore.
3.2 All direct family members, (Parent, wife, brother, sister or child) of any deceased Veteran eligible for regular membership shall automatically be an Honorary Member without vote.
3.3 All Honorary Members shall be eligible to serve upon committees without vote, but shall not be eligible to hold office in the Association.
SECTION 4. MEETINGS
4.1 The general membership meeting shall be convened at least annually inclusive of the Veteran’s Memorial Day National Holiday at such location as the Board of Directors determines at least one year in advance of the next annual general membership meeting, and at other such times as the Board of Director designate.
4.2 All membership meeting shall be hosted by a volunteer regular member or any combination of members and associate members.
4.3 During the annual general membership meeting a business meeting shall be scheduled for the purpose of discussion of issues of mutual concern as contained upon the business meeting agenda provided by the Association’s President. The regular business meeting shall be conducted in accordance with Robert’s Rules of Order, latest edition.
4.3.1 Any regular member may, in advance of the annual general membership meeting (AGMM), request any item be placed upon the agenda provided the item is submitted in writing to the Association President 30 days prior to the scheduled annual meeting.
4.3.2 Any regular member may, in advance of the AGMM, have his name or the name of another member placed upon the election ballot to serve as an officer or director of the Association provided the nomination is submitted in writing to the Association President 30 days prior to the scheduled annual meeting. At each annual regular membership business meeting, additional nominations from and for those in attendance will be accepted from the floor. Following the AGMM a written ballot will be finalized by the Secretary and mailed to each member with a valid mailing address on file with the Association.
4.3.3 Each regular member in attendance at the AGMM shall have one vote on all agenda items, new and old business motions made from the floor. No proxy votes shall be allowed.
4.3.4 In all business meetings of the Association those in attendance and participating in the meeting shall constitute a quorum for all Association business except the election of Officers/Board Members. Upon vote by the majority of the regular members present, any motion properly before the meeting may be enacted.
4.3.5 A minimum of three affirmative Director votes are required to pass any motion properly before any Board of Director’s meeting. The Board of Directors may not take any action in conflict with the Constitution or By-Laws of the Association.
SECTION 5. BOARD OF DIRECTORS
5.1 The Board of Directors of the Association shall consist of : (1) a President, (2) a vice President, (3) a Secretary, (4) a Treasurer and (5) a Director-at-large.
5.2 The officers and directors shall be elected from the regular membership by mailed written ballot, save and except the initial Officers and Board Members, who shall have been elected by a special called vote of the regular members.
5.3 The terms of Officers and Directors shall be as follows:
5.3.1. The President shall serve a term of one calendar year.
5.3.2. Upon expiration of the President’s term, the Vice President shall assume the office of President. A new Vice President shall be elected annually.
5.3.3. Each even numbered year, two positions upon the Board shall be elected, namely the position of Vice President and the position of Secretary.
5.3.4. Each odd-numbered year two positions shall be elected, namely the positions of Vice President and Director-at-Large. The Treasurer shall be elected every other odd year for a four-year term.
5.3.5. The President will confirm prior to the AGMM the willingness of each nominee submitted 30 days in advance to serve. All names placed into nomination prior to the AGMM and willing to serve shall be placed upon a printed ballot. In the event of resignation or incapacitation to serve of any Board Member or Officer, the vacated position shall be filled at the next election or by special elections determined by the Board.
5.3.6. In the event the Secretary’s election vote count results in a tie vote, the contest will be decided by a coin flip conducted by the President. The oldest contestant calls the flip. The entire procedure will be done live on gotomeeting.com, or another suitable Internet videoconferencing site.
5.4 Duties of the Officers and Board Members shall be as follows:
5.4.1. The President shall preside over all meetings. In his absence, the Vice president shall preside.
5.4.2 The Secretary shall record the minutes of all meetings, not verbatim, but in general terms and record the results of all actions taken by vote. In his absence, a Director shall record the minutes.
5.4.3 The Treasurer shall receive and deposit in a bank account in the name of the Association all monies belonging thereto, pay all expenses and bills of the Association by check drawn on such account, maintain books which will be open for inspection by Board Members, render item by item financial accounting reports to the Board as required and shall at each AGMM render said accounting of all income and expenditures during the fiscal year ending prior to such annual meeting.
5.5 The Officers and Directors by majority vote shall conduct the day to day business of the Association in compliance with the Constitution and By laws of the Association. An annual report of the activities of the Association shall be presented by the President at each annual business meeting.
5.6 The Officers and Board of Directors of the Association shall appoint such committees and take such actions as it deems just and proper to fulfill the purpose of the Association.
6.0 PURPOSE
This Organization shall be operated exclusively for one or more of the following purposes:
6.1 To promote the social welfare of the community (that is to promote in some way the common good and general welfare of the people of the Community).
6.2 To assist disabled and needy war veterans and members of the U. S. Armed Forces and their dependants and widows and orphans of deceased Veterans.
6.3 To provide entertainment, care and assistance to hospitalized Veterans or members of the U. S. Armed Forces.
6.4 To carry on programs to perpetuate the memory of deceased Veterans and members of the Armed Forces and to comfort their survivors.
6.5 To conduct programs for religious, charitable, scientific, literary, or educational purposes.
6.6 To sponsor or participate in activities of a patriotic nature.
6.7 To provide insurance benefits for its members or dependants of its members or both.
6.8 To provide social and recreational activities for its members.
7.0 AMENDMENTS
7.1 Amendments to these By Laws may be proposed by any regular member provided the proposed text of the complete amendment is submitted in writing to the President 30 days prior to an annual meeting. Amendments timely submitted shall be placed upon the agenda for discussion and action during the annual business meeting.
8.0 DISSOLUTION
8.1 In the event of dissolution of the Association, the funds and assets of the Association remaining after payment of all just debts and obligations shall be disposed in accordance with Article IX of the Constitution |
