TASK FORCE

3RD BATTALION 506TH AIRBORNE INFANTRY ASSOCIATION, INC

 

The Col. John P. Geraci Chapter 101st

101ST AIRBORNE DIVISION Association Inc.

 

 

 

CONSTITUTION

 

&

 

BYLAWS

 

30 September 2005

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CONSTITUTION OF THE

TASK FORCE 3RD BATTALION 506TH AIRBORNE INFANTRY ASSOCIATION

The Col. John P. Geraci Chapter, 101st Airborne Division Association

 

30 September 2005

 

 

ARTICLE 1 – NAME

The name of this organization shall be the Task Force 3rd Battalion 506th Airborne Infantry, The Col. John P. Geraci Association herein after referred to in the Constitution and By-Laws as the Association.  This Association shall be a Chapter of the 101st Airborne Division Association.

 

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 Tennessee Section 48-54-102 of the Tennessee Nonprofit Corporation Act. 

 

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.

 

  1. Reunion Committee

Shall have the responsibility of planning of all events and activities of the Reunion.

            The Treasurer shall be a member of the Reunion Committee.

 

  1. By-Laws 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.

 

  1. KIA/DOW Flower Fund 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.

 

  1. Property Committee

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 Pratt Museum, Fort Campbell, KY as specified by the Donor.   If not specified by the Donor, any non profit, tax exempt donated asset is to be distributed as directed by the Board of Governors.

 

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                               Joe R. Alexander, Vice President

     2405 Thomas Road                                                  11506 Benwick Way

     Valparaiso, IN 46383                                              Knoxville, TN 37950

 

 

     Freeman B. Dallas, Secretary                               Carolyn Mitchell, Treasure          

     PO Box 819                                                           31734 8th Ave South

     Clarksville, TN 37043                                            Federal Way, WA 98003   

 

 

 

 

 

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:

 

       205 Rachel Court

      Clarksville, TN 37043

 

CONSENT TO APPOINTMENT AS REGISTERED AGENT

I, Freeman B. Dallas, hereby consent to serve as Registered Agent, in the State of Kentucky, for the corpora­tion above named.  I understand that as Registered Agent for the corpora­tion, it shall be my responsibility to accept Service of Process in the name of the corporation; to forward corporate license renewal mailings to the corporation; and to immediately notify the Office of the Secretary of State in the event of my resigna­tion or of any change in the Registered Office address of the corporation for which I am the Registered Agent.

 

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     

      205 Rachel Court

      Clarksville, TN 37043

 

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. John P. Geraci Chapter 101st Airborne Division Association

 

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.

Section 7:  Historian

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

Those persons deemed to be deserving of special honors may be appointed as Honorary Members by the Board of Governors.  Honorary Members are authorized to vote and if suitably qualified are also eligible for appointment by the Board of Governors to the Offices of Treasurer and Secretary.

 

D.          Honorary KIA/DOW Family Members 

Any widow or family member of a KIA/DOW from the battalion may be accepted by the Board of Governors after showing interest in the Association.  In addition, at the Board’s discretion, an Honorary Life Membership may be awarded to a family member of those killed in the line of duty while with the battalion who has performed an outstanding service to the Association.

 

E.           Life Member

Any veteran of the battalion who has contributed a donation in the amount established from time to time by the Board of Governors shall become a Life Member.  Life Members shall hold Active membership in perpetuity.

F.            Spousal Member

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

  1. Active membership shall be granted to those eligible who pay the dues as fixed by the Board of Governors.

 

  1. Regular Members shall pay the dues as determined by the Membership of the Association.

 

  1. Associate Members shall pay the same dues as Regular Members.

 

  1. Honorary Members may be charged dues at the discretion of the Board of Governors.

 

  1. The annual dues for membership shall initially be set for the year 2005 at zero. 

 

  1. The future rate of annual dues will be proposed by the Board of Governors and determined at each subsequent Annual Meeting of the Membership.

 

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

 

  1. It shall be a condition of Membership of the Association that the member agrees to be bound by the Disciplinary Rules & Procedure of the Association.

 

  1. The Disciplinary Rules & Procedure of the Association will at all times be internal to the Association and not capable of resolution by any external person, group, organization, body or court.

 

  1.  The Disciplinary Procedure of the Association will at all times be conducted in a manner consistent with the principles of natural justice including strict confidentiality.

 

  1. The Disciplinary Rules of the Association will be drafted by an ad hoc Rules Working Party which shall submit recommendations to the By-Laws Committee. The Board of Governors will present proposals for the Disciplinary Rules of the Association to the next Annual Meeting of the Members for ratification.

 

  1. The Disciplinary Procedure of the Association will be conducted by an ad hoc  Disciplinary Panel comprising 5 current Regular Members of the Association who themselves are not the subject of the matter under consideration and where there is no conflict of interest.

 

  1.  Any Member, Officer or Governor of the Association subject to disciplinary action will have the right of appeal to an ad hoc Appeals Panel comprising 3 current Regular Members of the Association who are not members of the Disciplinary Panel and who are not themselves the subject of the matter under consideration and where there is no conflict of interest.

 

  1. It shall be the responsibility of the Secretary of the Association, or in the event of their non- availability the President, to seek nominations from the membership for the ad hoc Disciplinary Panel and ad hoc Appeals Panel, as and when required.

 

  1. Any Member, Officer or Governor being the subject of a matter to be considered by a Disciplinary Panel of the Association or an Appeals Panel of the Association will have the right to be informed in writing at least 15 days in advance of any hearing of the nature of the matter to be considered and will have the right to be accompanied by another current Member of the Association if appearing in person before a Disciplinary Panel or Appeals Panel of the Association.

 

  1. Formal or informal external professional legal representation will not be permitted at any stage in the internal Disciplinary Procedure of the Association.

 

  1. The Association shall have no liability to cover any costs or any loss financial or otherwise that may be incurred by a Member or anyone accompanying a Member, who may be the subject of a matter under consideration.

 

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 Omaha, Nebraska, August 11, 2007

Michael J. Krawczyk

President