TASK FORCE
3RD BATTALION
506TH AIRBORNE INFANTRY ASSOCIATION, INC
The Col.
101ST AIRBORNE
DIVISION Association Inc.

CONSTITUTION
&
BYLAWS
30 September 2005
CONSTITUTION OF THE
TASK FORCE 3RD BATTALION 506TH
AIRBORNE INFANTRY ASSOCIATION
The Col.
30 September 2005
ARTICLE 1 – NAME
The name of this organization
shall be the Task Force 3rd Battalion 506th Airborne Infantry, The Col.
The Association is established as
a nonprofit organization and is to apply for registration as a Not for Profit
501 (c) (19) veterans organization, subject
to the Laws of the State of
ARTICLE II – OBJECTIVES
Section 1: General
The objectives of this Association
shall be to preserve in patriotic reverence the memory of the fame and glory of
the Task Force 3rd Battalion 506th Airborne Infantry, to maintain
and strengthen the bonds of comradeship which distinguished the men of that Battalion,
and to provide for the gathering and dissemination of information concerning
those men and for their periodic assembly in local and national reunions, and
to enhance the Battalion’s prestige in all military and civilian circles.
Section 2: Policy
The Constitution of this Association
shall be a permanent instrumentality of the Task Force 3rd Battalion 506th
Airborne Infantry. It shall be strictly
nonpolitical; and neither its name nor its influence may be used, directly or
indirectly, in furtherance of any national, state, or municipal political
activity or for personal gain of any individual.
Section 3: Representation
No individual, group,
organization, Governor, Officer, Member or Associate may represent or describe
themselves as representing the Association without the prior written permission
of the Board of Governors.
ARTICLE III – MEMBERS
The membership of this Association
shall be composed of former or active duty members of the Task Force 3rd
Battalion 506th Airborne Infantry (and former or active duty members
of any successor unit having the same lineage) and such other categories as are
prescribed in the By-Laws. Members shall
hold membership in such a manner and under such terms and conditions as may
from time to time be set in the By-Laws.
A minimum of 10 members must maintain membership in good standing in the
101st Airborne Division Association.
ARTICLE IV – BOARD OF GOVERNORS
Section 1: Duties
The business affairs of the
Association shall be managed by the Board of Governors. Any decision of the Board may be reversed by
a two-thirds vote of the entire voting membership.
Section 2: Composition
There shall be a Board of
Governors consisting of the President, Vice- President, Past-President, Secretary,
Treasurer and one Governor from each of the six (6) Companies (A, B, C, D, E,
and HHC). All members of the Board of Governors shall be current members in
good standing with the Association.
Section 3: Term
of Office
On the initial setting up of the Association, and in order
to establish a process of continuity and
stability on the Board of Governors for the good management
of the Association, the first
representatives of Companies A, & B, will each serve 1
year, the first representatives of
Companies C & D will each
serve 2 years and the first representatives of Companies E & HHC will each serve
3 years. At the end of these terms of
office and for subsequent appointments each Governor representing a Company, on
election will serve for a term of 3-years.
Each member of the Board of Governors shall hold office
until the next general membership
meeting occurring prior to the expiration of his term of office
or until such time as his
membership in the association is terminated.
Section 4: Ex-Officio
Members
Ex-Officio Members are non-voting
members and may be invited to serve in an advisory capacity at the discretion
of the Board of Governors.
Section 5: Business
Meetings
The Board of Governors shall meet
annually to dispose of any business which may be brought before it.
Section 6: Special
Meetings
Special meetings of the Board may
be held at the discretion of the President, provided that written notice
setting forth the specific nature of the business to be conducted has been
published to the current voting membership at least 15 days before the date of
such special meeting to be held.
Section 7: Quorum
A simple majority of the members
of the Board of Governors shall constitute a quorum at a business meeting or
any annual or special meeting for transaction of all business.
Section 8: Voting
The voting members of the Board of
Governors shall vote by “show of hands” or equivalent “visible” system.
The President will only exercise
his vote in the case of a tie.
Section 9: Electronic
Meetings:
Due to distance, travel expense
and time constraints, Association business may be conducted at an Electronic
Meeting at the discretion of the Board of Governors. Any business conducted in this manner will
require a normal quorum and copies of all electronic communications will be
maintained and presented at the next general membership meeting.
Section 10: Meeting
Guidelines:
Any and all meetings shall be
conducted in an open atmosphere and notices of such impending meetings shall be
made known to the general membership, regardless of whether any input from the
general membership will be used or not. All such meetings will produce a
report of the minutes or conclusions/actions which will also be made available
to the general membership, without rebuttal or comment, unless specifically
requested. This information shall be made available by the simplest and
most economical methods available." (Such postings will be made part
of the message board/ web site, [pass word protected])
The exception to this provision
will be hearings/meetings of a personal nature or potential disciplinary
action subject.
Section 11: Committees of the
Association:
A member of the Board of Governors
will be seated on each of the appointed committee groups.
ARTICLE V – DUTIES OF THE BOARD OF GOVERNORS
It shall be the duty of the Board
of Governors to act as follows:
A.
To ensure that no one
profits from membership in the Association by sales, or solicitation of sales,
at Association meetings or reunions or through the website of the Association;
however, the Association may contract with members in their professional
capacities.
B.
To ensure that the Association
is being properly administered and its funds and physical property such as
records, photographs, military memorabilia etc. are safeguarded and that all
income and donations of property as previously described has been received in
full and properly recorded, to prescribe, scrutinize, and approve all
expenditures and creditor relationships, to ensure that all disbursements are
for the purpose which the funds are allocated; and to ensure that all financial
obligations are paid promptly.
C.
To require a written report
to be presented at the annual meeting of the Association this will include the
annual financial statement, a brief summary of Association activities for the
year, and recommendations for the future.
D.
To amend the By-Laws or
the Constitution of the Association the Board of Governors will submit
recommendations at any regular business meeting of the Association body for
approval.
ARTICLE VI - OFFICERS
Section 1: Composition
There shall be eleven voting Officers
of the Association and three non voting positions, with certain Officers’
positions also being on the Board of Governors;
President voting Board of Governors
Vice-President voting Board of Governors
Past-President voting Board of Governors
Secretary voting
Board of Governors
Treasurer voting
Board of Governors
6 Company
Rep’s voting Board of Governors
Historian non-voting
Chaplain non-voting
Sergeant-at-Arms
non-voting
All Officers shall be current members
in good standing with the Association.
Section 2: Election
or Appointment
Association Officers shall be
elected or appointed at the annual meeting as follows;
A.
President: The President
shall be elected by majority vote of those regular members participating in the
ballot.
B.
Vice-President: The Vice-President
shall be elected by majority vote of those regular members participating in the ballot.
C.
Past-President: The
Past-President position will be filled by the outgoing President.
D. Secretary: The Secretary
shall be elected by majority vote of those regular members participating in the
ballot.
E.
Treasurer: The Treasurer
shall be elected by majority vote of those regular members participating in the
ballot.
To be eligible for appointment to
the Office of Treasurer the post holder must have prior appropriate experience
or relevant qualification which will be made public to the membership and will
be subject to verification by the Board of Governors before the appointment is
ratified.
F.
Historian: The Historian shall be appointed by the Board
of Governors and shall keep records of events, collect history of the 3-506th
and gather information on those Killed in Action or Died of Wounds. The Historian will maintain accurate records
of all donations and loans of memorabilia, equipment, photographs (both paper
and electronic) and records as to donor, terms and location of said items. The
Historian shall submit information to the Secretary for the records of the
Association. The Historian has no vote.
G.
Chaplain: The Chaplain shall
be appointed by the Board of Governors and has no vote.
H.
Sergeant-at-Arms: The
Sergeant-at-Arms shall be appointed by the Board of Governors and has no vote.
Section 3: Vacancy
In the event that a vacancy shall
exist in any Office named in this Article, said vacancy shall be filled in the
manner prescribed below.
A. President: Replaced by the Vice-President.
B.
Vice-President: Replaced by
an elected member of the Board of Governors and approved by the body at the
following meeting.
C.
Secretary: Appointed by the
Board of Governors for balance of term and approved by the body at the
following meeting.
D.
Treasurer: Appointed by the
Board of Governors for balance of term and approved by the body at the
following meeting.
E. Historian: Appointed by the Board of Governors for the
balance of term.
F.
Chaplain: Appointed by the Board of Governors for the
balance of term.
G. Sergeant-at-Arms: Appointed by the Board of Governors for the
balance of term.
Section 4: Term
of Office
Each Officer defined in this
Article shall hold office for the prescribed term until such time as unable to
serve. The Terms of Office shall be;
President 2 years
Vice-President 2
years
Past-President 2 years
Treasurer 2 years
Secretary 2 years
All other Offices will be for as
outlined in Art IV Sect 3.
Section 5: Consecutive
Terms of Office
The President may serve only 3
consecutive terms of office and then will be ineligible for re-election until 2
years have elapsed.
The Vice-President may serve only
3 consecutive terms of office and then will be ineligible for re-election until
2 years have elapsed.
For all other positions there
shall be no limit to the number of consecutive terms of office that the office
holder may serve.
Section 6: Company
Alternate Representatives
There shall be elected for each
Company an alternate representative whose duties will be to stand in for the
Company Representative whenever the said Company Representative is for whatever
reason unable to perform the duties of his office.
Where a Company has no elected
representative, the representative of another Company shall also act on their
behalf. The allocation of un-represented Companies to other representatives
shall be undertaken to ensure, as far as is practicable, an even balance of
numbers of members to each Company Representative. This will be determined by
the Board of Governors in consultation with the Company Representatives.
Section 7: Eligibility
for Election and Appointment
To be eligible for election to the
Offices of President, Vice-President, Company Representative, and to be
eligible for appointment to the offices of Historian, Chaplain and Sergeant at
Arms, the candidate must be a current Regular Member of the Association. Current
Regular Members and current Honorary Members of the Association who are suitably
qualified will be eligible for election to the Offices of Treasurer and
Secretary. All Officers must be current members in good standing with the
Association and the 101st Airborne Division Association.
Section 8: Compensation
No Association Officer shall be
paid any compensation for services except for actual legitimate expenses authorized
by the Board of Governors. All expenses paid to individuals will be recorded by
the Treasurer and published in the financial report of the Association.
ARTICLE VII - COMMITTEES & WORKING
PARTIES
Section 1: Appointment
Standing Committees and Working
Parties of the Association shall be appointed by the Board of Governors.
Section 2: Operation
Committees shall be operated by US
Mail, Electronic Mail, Electronic Messaging, by telephone, or in person.
Section 3: Chairman
It shall be the responsibility of
each Committee of the Association to appoint a Chairman from within its
membership. Each Chairman will be responsible to the Board of Governors for the
efficient and proper conduct of the business of the Committee.
Section 4: Standing
Committees
The following standing committees
will be established and will submit an annual written report on their activity
to the Annual Meeting of the members of the Association.
Shall have the responsibility of planning of all events and
activities of the
The
Treasurer shall be a member of the Reunion Committee.
Shall be responsible
for reviewing the By-Laws on an as needed basis and making recommendations on
the By-Laws where appropriate. The Secretary shall be a member of the By-Laws
Committee.
c. Historical Committee
Shall be
responsible for tracing the history of the Battalion, its members, casualties,
and updating the Memorial Book, as required. The Historian shall be a member of
the Historical Committee.
d. Membership/Nominations Committee
Shall
present a slate of nominees for election to the Board of Governors. It shall be sent to members of the Board no
later than Thirty (30) days prior to the Annual Meeting of the Members of the
Association. The Secretary shall be a member of the Membership/Nominations
Committee.
Shall be
responsible for continuing the search for KIA/DOW burial sites and the locations of their families and for
ensuring that, Association funds permitting, Flowers are placed each year on
Memorial Day at each known KIA/DOW burial site. A report will be submitted identifying
located sites and families found, and details of who has adopted particular
burial sites and an annual written Financial Report of funds expended for
flowers.
The Board
shall appoint a Property Committee at such time as deemed appropriate. The
Property Committee shall be responsible for overseeing the efficient and sound
management of any property assets of the Association, ensuring compliance with
all relevant County, State and Federal Laws and Regulations including public
liability, and health and safety, and ensuring that any such property assets
are kept in a clean, safe sound and secure condition fully insured and
adequately maintained so as to protect the value of such property assets. The
Property Committee shall report annually to the Membership on the property
assets of the Association including the general condition of such assets, works
undertaken and any matters arising.
Section 5: Working
Parties
Ad hoc working parties will be
appointed from time to time by the Board of Governors in order to assist the
Board and /or a Standing Committee in the conduct of the business of the
Association.
ARTICLE VIII - PROCEEDS
No part of the proceeds of the
corporation (the Association) shall inure to the benefit of, or be
distributable to its members, trustees, officers, or other private persons,
except that the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered and to make payments and distributions in
furtherance of the purposes set forth in Article II - Objective hereof. No
substantial part of the activities of the corporation shall be the carrying on
of propaganda, or otherwise attempting to influence legislation, and the
corporation shall not participate in, or intervene in (including the publishing
or distribution of statements) any political campaign on behalf of or in
opposition to any candidate for public office. Notwithstanding any other
provision of these article, the corporation shall not carry on any other
activities not permitted to be carried on (a) by a corporation exempt from federal
income tax under section 501(c) (3) of the Internal Revenue Code, or the
corresponding section of any future federal tax code, or (b) by a corporation,
contributions to which are deductible under section 170 (c) (2) of the Internal
Revenue Code, or the corresponding section of any future federal tax code.
ARTICLE IX – MERGER OF THE ASSOCIATION
The Association will only be
capable of becoming merged with or incorporated into, or formally associated in
any way with any other Military Veterans Association (however so organized) by
a majority decision of all current voting members of the Association.
Any motion proposing a merger or
incorporation etc with another Association must be put to the Annual Meeting of
The Col. John P. Geraci Association and must be published to all members of
this Association no less than 30 days prior to the date of the Annual Meeting
of this Association.
To be carried, any such motion
must receive a vote in favor equal to no less than 2/3rds of those entitled to
vote.
ARTICLE X – DISTRIBUTION OF ASSETS (I)
Upon the dissolution of the
corporation (the Association), assets shall be distributed for one or more
exempt purposes within the meaning of section 501(c) (3) 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 of the county in which the
principal office of the corporation (the Association) is then located,
exclusively for such purposes or to such organization or organizations, as said
Court shall determine, which are organized and operated exclusively for such
purposes.
ARTICLE XI – DISTRIBUTION
OF ASSETS (II) (DONATED ITEMS)
In the
event of dissolution of the Corporation (the Association), the net assets of
the corporation Donated Items shall be distributed to the Toccoa, GA Museum or
the
ARTICLE XII – INITIAL BOARD OF GOVERNORS
The number of Directors’
constituting the initial Board of Governors of the corporation (the
Association) is four. Their names and
addresses are as follows:
Michael J. Krawczyk, President
Freeman B. Dallas, Secretary Carolyn
Mitchell, Treasure
PO Box
ARTICLE XIII -
ADOPTION OF CONSTITUTION
The Constitution
and By Laws were approved by two or more person’s votes on 30 September 2005.
ARTICLE XIV – REGISTERED AGENT
The name of the Registered Agent
of the corporation (the Association) is:
Freeman B. Dallas
The street address of the Registered
Office, which is also the address of the Registered Agent, is as follows:
CONSENT TO
APPOINTMENT AS REGISTERED AGENT
I, Freeman B. Dallas, hereby
consent to serve as Registered Agent, in the State of
Signed
this 30th day of September, 2005
Freeman
B. Dallas, Registered Agent
ARTICLE XV – INCORPORATOR
The name and address of the
incorporator is as follows:
Freeman B. Dallas
IN WITNESS WHEREOF the Incorporator has affixed his signature below on this
30th day of September 2005
Freeman
B. Dallas, Incorporator
BY-LAWS OF THE
TASK FORCE 3RD
BATTALION 506TH AIRBORNE INFANTRY ASSOCIATION
The Col.
19 October 2005
ARTICLE I – DUTIES OF OFFICERS
Section 1: President
The President shall preside at all
meetings of the Association, and shall perform such other duties as are
necessary and incidental to the proper administration of the affairs of the Association, except such
duties as are specifically delegated herein to other Officers.
Section 2: Vice-President
The Vice-President shall serve as
assistant to the President, and shall perform such specific duties as may be
required or assigned to him by the President.
In the absence of the President from meetings of the Association, the Vice-President
shall preside.
Section 3: Past-President
The Past President shall serve as
a member of the Board of Governors and advise the President and the Vice-President.
Section 4: Treasurer
The Treasurer shall have custody
of the funds of the Association, and shall be responsible for accounting as to
the condition of the funds, including income, expenditure, cash at bank,
amounts owed to the Association (including any arrears in membership dues) and
amounts owed by the Association, and to report on such to the Association at
each meeting and at such other times as may be prescribed by these by-laws.
Section 5: Secretary
(a) The Secretary shall keep or
cause to be kept, at a place the Board
of Governors may direct, a book of Minutes of all meetings and actions of the
Board of Governors, Committees of the Association, and Meetings of the Membership,
with the time and place of holding, whether regular or special, and, if
special, how authorized, the notice given, the names of those present at such
meetings, the number of members present or represented at members' meetings,
and the proceeding of such meetings.
(b) The Secretary shall keep or cause to be kept,
at the office, as determined by resolution of the Board of Governors a record
of the Membership of the Association, showing the names of all members, their postal
and e-mail addresses and other contact details and the class membership held by
each.
(c) The Secretary shall give, or cause
to be given, Notice of all Meetings of the members and of the Board of
Governors required by the Bylaws to be given. The Secretary shall have such
other powers and perform such other duties as may be prescribed by the Board of
Governors or these Bylaws.
Section 6: Chaplain
The Chaplain shall attend to the
spiritual needs of the members in a non-sectarian manner.
The Historian shall research and
maintain the history of the Association.
Section 8: Sergeant-at-Arms
The Sergeant-at-Arms shall
preserve order at the meetings of the Association, supervise reception at
meetings and perform such other duties as assigned by the President or
Secretary.
ARTICLE II – MEMBERSHIP
Section 1: General.
Membership shall be voluntary and
shall be extended to all present and former members of Task Force 3-506th
and all present or former members of other units who were themselves assigned
or attached to Task Force 3-506th.
Such membership, once created, shall continue until membership expires
for nonpayment of dues, or such member signifying in writing his desire to
withdraw from the Association, or he has been notified by the Board of
Governors that he has been terminated from the rolls for conduct of a nature to
bring discredit upon the Association.
Section 2: Classification
of Membership
A.
Regular Members
Those
individuals who were assigned, attached, or are presently assigned to the 3-506th
Infantry in its various configurations, served honorably, or were assigned to other
units attached or assigned to Task Force 3-506th. All Regular Members are eligible for election
or appointment to the Offices of the Association, subject to acceptance of the
position and also meeting any professional qualifications or experience
requirements of the particular Office.
B.
Associate Members
Those who
do not qualify for Regular Membership, but who wish to further the Association’s
aims and traditions, may be accepted as Associate Members of the Association. They may enjoy all benefits of the Association
except the privileges of voting and holding office.
C.
Honorary Members
D.
Honorary KIA/DOW Family Members
E.
F.
A Spousal
Member is the spouse or significant other of any active Regular Member and
shall be entitled to hold the elective office of Secretary and Treasurer based
on their qualifications but not that of President or Vice-President nor will
they have a vote on Association business except for a committee they are
appointed to.
G.
Voting Member
Voting
Members are those Regular Members who have been actively participating during
the past year by donating to our charitable projects, holding office, attending
our reunions and business meetings and meet all other membership requirements.
H.
Association Donors
There
shall be three (3) classes of Association Donor: - Sponsor, Supporter, and
Patron. The term Association Donor is
intended to comprise all three (3) classes of donor.
Sponsor: Any individual or business making a
single donation of $5,000.
Supporter: Any individual or business making a
single donation of $3,000.
Patron: Any
individual or business making a single donation of $1,000.
A
donation may be financial, a tangible asset or real property. In addition and
as determined by the Board of Governors and approved by the members at the
Annual Meeting of the Association, an equivalent amount of time and/or energy expended
on Association business may be considered equivalent to a donation.
Section3: Founding Member
Any person eligible for Regular or
Associate Membership of the Association who by completion of a Membership
Application Form and the making of a donation of a minimum of $10, and who does
so prior to the date of the First Annual Meeting of the Association will be
enrolled as a Founding Member of the Association.
Section 4: Privileges
All members shall be entitled to
receive official publications of the Association, to participate in social
functions, and to enjoy the privileges of any activity, benefit or facility
sponsored by the Association, in such a manner and subject to rules as may be
prescribed from time to time by the Board of Governors.
Section 5: Commercial Activities
A. It
is incumbent upon the Association to discourage members with retail tax numbers
from exploiting the membership for their own financial gain. In any case direct sales will not be conducted
at meetings of the Association unless a contract has been approved by the Board
of Governors and issued to the retailer to provide wares for a particular
meeting or reunion. Fairness is an important
issue, and will be taken into consideration by the Board of Governors.
B.
Any items being presented for sale at meetings or reunions representing
military insignia on commercial items must have been approved by The Institute
of Heraldry, with the exception of distinctive unit insignia or shoulder sleeve
insignia, which must be approved by the Commanding Officer concerned.
C.
Conflict of Interest: Where a
Governor or Officer of the Association or Committee Member for themselves or
for , by, with, or through another, has any pecuniary or personal interest,
direct or indirect, in any matter, or otherwise has a conflict of interest, he:
Shall disclose his interest fully
at a meeting of the Board of Governors in the manner prescribed by the United
State Corporation Act (or other legislation under which the corporation is
incorporated);
Shall disclose his interest and
the general nature thereof prior to any consideration of the matter in the
meeting;
Shall not take part in the
discussion of or vote on any question in respect of the matter; and
Shall not in any way whether
before, after, or during the meeting attempt to influence the voting on any such
question.
D. The pecuniary or personal
interest, direct or indirect, of an immediate family member shall, if known to
the Governor, Officer or Committee Member, be deemed to be also the pecuniary
interest of the Governor, Officer or Committee Member.
ARTICLE III – MEMBERS DUES
Section 1: Dues
ARTICLE IV –
PARLIAMENTARY AUTHORITY
The rules contained in the current edition of “Robert’s
Rules of Order Newly Revised” shall govern the Association in all cases
to which they are applicable and in which they are not inconsistent with these
By-Laws and any special Rules of Order the Association may adopt.
ARTICLE V –
DISCIPLINARY RULES & PROCEDURE
ARTICLE VI –
FISCAL YEAR
The fiscal year of the Association
shall be from 1 January until 31 December.
The above Constitution and By-Laws
were amended and approved by the membership at the annual meeting in
Michael J. Krawczyk
President