BYLAWS OF THE A-3 SKYWARRIOR ASSOCIATION, INC.
Section 1. The registered office shall be at P.O Box 65, Boonville, Mo., 65233.
Section 2. The Corporation may also have offices at such other places both within and without the State of Missouri as the Board of Directors may from time to time determine or the business of the Corporation may require.
PURPOSES AND LIMITATIONS
Section 1. The purpose of this Association is to provide a continuing fraternal-social affiliation of individuals who have flown in or foster, encourage, and support the memory of the A-3 "Skywarrior" aircraft and who are dedicated to the perpetuation of the legend, history, traditions, and camaraderie associated with the A-3 "Skywarrior" aircraft.
Section 2. The Association is a social organization within the meaning of the Internal Revenue Code. The Association will not carry on or engage in activities that are not in furtherance of the stated purpose. All revenue or other income of the Association shall be applied to the purposes of the Association and no pecuniary gain or profit shall inure to any director or member. No member or director of the Association shall have any personal, proprietary, or beneficial interest in the property or revenue of the Association, either during its existence or upon its dissolution.
Section 3. No substantial part of the activities of the Association shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Association shall not participate in, intervene in, or publish or distribute statements in connection with any political campaign on behalf of any candidate or public office.
Section 1. Regular membership of the Association shall be open to any individual who supports the purposes of the Association and who pays, in advance, such membership fees and/or annual dues as are from time to time prescribed by the Board.
Section 2. Any regular member who has paid, in advance, a lump sum membership fee in the amount specified by the Board shall be carried on the Association roles as a life member and shall be exempt from payment of annual dues.
Section 3. Honorary membership may be accorded to any individual, not a regular member, who in the discretion of the Board is deserving of special recognition by the Association.
Section 4. Only regular members and life members in good standing shall have the right
to hold office in the Association, the right to vote in Association matters, or the rights
and benefits afforded "members" as defined in
the laws of the State of Missouri. "Good standing" is defined as having paid the required dues in accordance with the Bylaws.
DUES AND FEES
Section 1. Annual dues for members of the Association shall be in the amount prescribed by the Board, except that any person carried on Association rolls as a life or honorary member shall be exempt from payment of dues.
Section 2. Membership fees, or other assessments, in reasonable and necessary amounts, for funding of special Association projects and activities, may be assessed by 2/3 vote of the Board, or by a majority vote of the members present at any Annual Meeting of the Association.
MEETINGS OF MEMBERS
Section 1. The Annual Meeting of the membership of the Association shall be held at a time and place specified by the Board and for the purpose of electing directors and the conduct of such other Association business as may be appropriate.
Section 2. Written notice of the Annual Meeting of members, specifying the place, date, and time of the Annual Meeting shall be mailed or emailed to each member, at that member's last known address, at least 30 days in advance of the meeting. The notice shall specify the names of candidates for election as directors and shall set forth any other business that the Board intends to present for action by the members and/or such other business as may come before the meeting.
Section 3. A quorum for the transaction of business at the meeting of the members shall consist of that number of members who are present at the meeting or who appear by written proxies, and a majority of those members present or appearing by written proxy shall decide any question brought before the meeting, unless the question is one upon which by express provision by the Statutes or the Articles of Incorporation a different vote is required in which case such express provision shall govern and control the decision of such question.
Section 4. At any meeting of members, any member may be represented and vote by a proxy or proxies appointed by an instrument in writing. In the event that any such instrument in writing shall designate any two or more persons to act as proxies, a majority of such persons present at the meeting, or, if only one shall be present, then that one shall have and may exercise all the powers conferred by such written instruments upon all the persons so designated unless the instrument shall otherwise provide. No such proxy shall be valid after the expiration of six months from the date of its execution, unless coupled with an interest, or unless the person executing it specifies therein the length of time for which it is to continue enforce, which in no case shall exceed seven years from the date of its execution. If any member who has executed a proxy appears in person at any meeting in lieu of the proxy, the proxy shall be canceled and the vote of the member appearing shall be counted.
Section 5. A majority of the Board of Directors may call a Special Meeting of the members, provided written notice, specifying the place, date and time of the Special Meeting shall be mailed or e-mailed to each member, at the member's last known address, at least 30 days in advance of that meeting. The notice shall specify the purpose of the Special Meeting and the reasons that a Special Meeting is required prior to the holding of the next Annual Meeting.
Section 1. The number of directors shall be no less than five, and if more, always an odd number of directors. The directors shall be elected at the Annual Meeting of the members by a majority of those members present or represented by proxy.
Section 2. Vacancies, including those caused by an increase in the number of directors, may be filled by a majority of the remaining directors. When one or more of the directors gives notice to the Board of intended resignation, effective at a future date, the Board shall have the power to fill such vacancy to take effect when such resignation shall become effective.
Section 3. Annually, at least 90 days prior to the Annual Meeting of the Association, the President shall appoint a nominating committee of at least five members, no more than two of which may be members of the Board, and designate one of the committee members as chairman. The President may not serve as a member of a nominating committee. The nominating committee shall meet at the call of its chairman and select a qualified nominee for each expiring directorship no later than 60 days before the Annual Meeting and report the nominees to the Secretary. Candidates for election as directors may be nominated by petition signed by at least 100 members in good standing provided the Secretary receives the petition at least 60 days prior to the Annual Meeting. Candidates for election as directors may also be nominated and seconded from the floor of the Annual Meeting.
Section 4. The business of the Association shall be managed by the Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things as are not by Statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the members.
BOARD OF DIRECTORS
Section 1. The Board of Directors of the Association may hold meetings, both regular and special, either within or without the State of Missouri.
Section 2. The first meeting of the newly elected Board of Directors shall be held within 24 hours after the Annual Meeting of the Association. In the event of the failure of the newly elected Board of Directors to hold its first meeting within the aforesaid time period, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the Directors.
Section 3. Regular meetings of the Board of Directors may be held without notice at such time and place as shall from time to time be determined by the Board.
Section 4. Special Meeting of the Board of Directors may be called by the President or
the Secretary, or upon the written request of two Directors. Written notice of a Special
Meeting of the Board of Directors shall be given to
each Director at least 14 days before the date of the meeting.
Section 5. A majority of the Board of Directors, at a meeting properly called, shall
constitute a quorum for the transaction of business and the act of a majority of the
Directors present at any such meeting shall be the act of the
Board of Directors, except as maybe otherwise specifically provided by Statute or by the Articles of Incorporation. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all the Directors entitled to vote with respect to the subject matter thereof.
Section 6. The Board of Directors may, by resolution passed by a majority of the Board, designate one or more Committees of the Board, each such committee to consist of one or more of the Directors of the Association. Such committee or committees shall have such powers and authorities as may be determined from time to time by a resolution adopted by the Board of Directors.
Section 7. The Committees of the Board shall keep regular Minutes of their proceedings and report the same to the Board when required.
Section 8. Directors shall serve three year terms or until their successors are duly qualified and elected or appointed. The terms of directors shall be staggered so that at least one or more new directors shall be elected each year. Initially, one Director will be elected for a one year term, two Directors elected for two year terms, and two Directors elected for three year terms.
Section 9. Members of the Board of Directors shad serve without compensation, except
the Board members may be reimbursed for just and reasonable costs and expenses incurred in
connection with the discharge of their duties in their conduct of the affairs of the
Association, in such amounts and under such conditions as may from time to time be
prescribed by the Board.
Section 1. The officers of the Association shall be appointed by the Board of Directors and shall be a President, one or more Vice Presidents, a Secretary, and a Treasurer. Any person may hold two or more offices, except as prescribed elsewhere in these Bylaws.
Section 2. Association officers, none of whom need be members of the Board, shall be appointed at the first meeting of the Board after the Annual Meeting of members.
Section 3. The Board of Directors may appoint such additional Vice Presidents, and Assistant Secretaries and Assistant Treasurers, and such other officers and agents as it shall deem necessary. Such additional officers shall exercise such powers and perform such duties as shall be determined from time to time by the Board.
Section 4. The officers of the Association shall hold office at the pleasure of the Board, and any officer may be removed at any time, for cause, by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office shall be filled by the Board of Directors.
Section 5. The President shall be the Chief Executive Officer of the Association, shall preside at all meetings of the members and the Board of Directors, shall have general and administrative management of the business of the Association, and shall see that all orders and resolutions of the Board of Directors are carried into affect. The President shall execute any and all documents, under the seal of the Association, required or permitted by law except when the signing and execution shall be expressly delegated by the Board of Directors, or by law, to some other officer or agent of the Association. The President shall supervise the performance of duty by the several officers of the Association.
Section 6. The Vice President(s) shall perform such duties as may be assigned to them by the President or the Board. The Board shall designate the order of Vice Presidential succession.
Section 7. The Secretary shall attend all meetings of the Board of Directors and all meetings of members and record all the proceedings of the meetings of the Association members and of the Board of Directors, in a book to be kept for that purpose, and shall perform like duties for standing committees when required. The Secretary shall give, or cause to be given, a notice of all Regular and Special meetings of the members, and shall perform such other duties as may be prescribed by the Board of Directors or the President. The Secretary will keep in safe custody the seal of the Association and, when required, will affix the seal to any document and, when so affixed, shall attest to it by signature. In the absence of the Secretary, an Assistant Secretary, if one has been appointed, may affix the seal and sign documents.
Section 8. The Treasurer or, in the absence of the Treasurer, the Assistant Treasurer, shall have the custody of the Association's funds and securities; shall keep full and accurate records of receipts and disbursement of Association funds; shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Association as may be ordered by the Board of Directors, taking proper vouchers for such disbursements; and shall render to the President and the Board of Directors, at regular meetings of the Board, or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Association.
Section 1. Standing Committees.
a. There shall be an Annual Meeting Committee consisting of at least five members, two of whom will reside in the general geographical area of the site selected for the next scheduled Annual Meeting. The committee shall be responsible for planning, arrangement, and coordination of requirements and logistic considerations for the Annual Meeting. The committee shall plan in advance as many Annual Meetings as the Board may direct and shall solicit from the general membership suggestions as to the appropriate locations and activities for those meetings.
b. There shall be a Historical Committee consisting of at least three members. The committee shall be responsible for seeking out, compiling, and maintaining facts, photographs, videos, anecdotes, and other material pertinent to the A-3 Aircraft, the Association, and its members; for compiling member biographies; and for maintaining written critiques of Annual Meetings and activities. Data and archival materials collected and maintained by the Historical Committee shall be available for examination and or use by Association members under such guidelines and at such times and places as are established by the Board of Directors.
Section 2. The President may create and appoint the membership of such other advisory committees as are deemed advisable to assist the purposes of the Association.
Section 3. Unless specifically authorized in writing by the Board of Directors, no committee or committee member is empowered to authorize expenditure of Association funds or to bind the Association for the commitment of any funds.
REVENUE AND FINANCE
Section 1. The Board may authorize the raising or accumulation or revenue, and may acquire real or personal property and other valuable assets, provided such actions are consistent with the purposes of the Association and are otherwise lawful.
Section 2. The fiscal year of the Association shall be the calendar year from January 1st of each year until December 31st of that year.
Section 3. The Board of Directors may require such bonding or "crime insurance" as in its judgment may be required for the handling of the Association's funds.
Section 1. Under such guidelines as may be established by the Board, the Association shall regularly communicate to its members information and material relating to the furtherance of the purposes of the Association by the publication and distribution of a newsletter or similar type journal.
Section 1. The Association shall obtain and maintain appropriate insurance to protect its officers, directors, employees, and agents against any liability asserted against or incurred by such persons while acting in their authorized capacity or arising from the status of such person.
Section 2. It shall be the policy of the Association to indemnify and hold harmless its
officers, directors, employees, and agents, from liability arising out of their activities
in the capacity specified, such indemnification to include but not be limited to the
defense of any legal actions brought against the Association or such persons; provided,
however, that in such case, the Board shall determine that such person acted in good faith
and in a manner said
person reasonably believed to be in the best interests of the Association.
Section 1. Regular members of the Association shall have the right of access to and the inspection of Association membership records, accounting records, minutes of meetings, and the Articles of Incorporation and Bylaws, under such guidelines as are established by the Board of Directors.
Section 2. Each member of the Board shall have an absolute right at any reasonable time to inspect, make copies of, or extract information from any Association books, records, documents, or physical properties, either in person or through an agent or attorney.
Section 3. Within 120 days after the end of the Association fiscal year, the Treasurer shall prepare or cause to be prepared an Annual Report containing in appropriate detail (1) a balance sheet as of the end of the accounting year, (2) an income statement and statement of changes in financial position for the fiscal year, (3) a statement of the location of the names and address of current members, and (4) any additional information required by the Board or by the laws of the State of Missouri.
Section 4. Within a reasonable time after the creation of the Annual Report, the Secretary shall mail a copy thereof to each member of the Board. Each regular member of the Association shall have the right, upon written request, to receive a copy of the Association Annual Report.
Section 1. The Board of Directors may adopt, amend, or repeal these Bylaws, provided that no such change of the Bylaws shall be inconsistent with the provisions of the laws of the State of Missouri; or materially and adversely affect the voting rights of the members.
Section 2. Provided such action is consistent with the laws of the State of Missouri, these Bylaws may be amended by a majority of the vote of the members in attendance at any Annual Meeting, provided that notice of the proposed amendment of the Bylaws by the members is mailed to the general membership at least 30 days prior to the date of the meeting to amend.
Section 3. Amendments to these Bylaws shall be effective immediately upon adoption. The Secretary shall insure timely announcement of Bylaws Amendment is made to the membership.
[End of Bylaws]