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BY-LAWS OF THE
Association By-Laws (2006) (Word format) |
BY-LAWS OF THE
517th PARACHUTE REGIMENTAL COMBAT TEAM ASSOCIATION
ARTICLE
Section 1. NAME. The name of the Association shall be the
517th Parachute Regimental Combat Team Association (hereinafter called
the "Association").
Section 2. OBJECTIVES.
The Association is a
nonprofit organization incorporated under Chapter 180 of the Massachusetts
General Laws and is formed for the purposes enumerated in its Articles of
Organization, as they may be amended from time to time. Its objectives shall be
to preserve, in patriotic reverence, memory of those men who served in the 517th
Parachute Regimental Combat Team; to support and enhance the fame and glory of
the Combat Team; to maintain and strengthen the bonds of comradeship which
distinguished the men of the Combat Team; to provide for the gathering and
dissemination of information concerning these men; to provide for their
patriotic assembly in local and national reunions; and to perpetuate the
heritage and tradition of the Airborne Spirit for future generations.
ARTICLE
II.
MEMBERSHIP
Section 1. MEMBERSHIP.
There shall be
three classes of Membership: Active, Associate and Honorary Members.
Section 2. ACTIVE MEMBERS.
Active membership is
limited to those men who served honorably with the 517th Parachute
Regimental Combat Team. Members shall have the right to vote and to elect the
Directors. Subject to the foregoing and except as otherwise limited by the
Articles or By-Laws of the Association, the Active Members shall have such
additional rights, including (without limitation) the right to make, amend and
repeal By-Laws and to authorize an amendment or restatement of the Articles of
Organization and to authorize consolidation or merger as is conferred upon the
Voting Members by statute.
Section 3. ASSOCIATE MEMBERS.
Associate membership is
limited to immediate next of kin and descendants of Active or deceased Members
of the Board of Directors, may appoint as
Honorary Members individuals who have contributed outstanding service to the
Association.
Section 4.
HONORARY MEMBERS. Honorary membership: The President, with
the approval
Section 5. Liability
for Association’s Obligations.. Members of the Association shall not be liable for any debts
or obligations of the Association and shall not be subject to any assessment therefore.
However, Members at any annual meeting or any special meeting called for the purpose
may fix reasonable annual dues to become effective after not less than 90 days'
notice to all Members of such action.
ARTICLE
III.
OFFICERS AND DIRECTORS
Section 1. DIRECTORS AND
OFFICERS. The
Association shall be governed by the Board of Directors, the membership of
which shall be composed of 6 (six) Directors, the President and the First and
Second Vice Presidents, each of whom shall be elected by majority vote of the
Active Members. The Directors shall have, the general
direction, control, and management of the activities of the Association. When
the Board of Directors is in session, each member shall have one vote and four
of the members of the Board shall constitute a quorum for the transaction of
business. The President shall act as Chairman of the Board. A secretary, a
clerk who shall reside in the
Section 2. TERMS OF OFFICE.
The terms of office of
the Officers and Directors shall be two (2) years or until their successors
have been elected and have taken office. No Director shall serve more than two
(2) consecutive terms. The President and Vice Presidents may serve not more
than one consecutive term in each office.
Section 3. REMUNERATION. Each Officer and Director shall serve
without remuneration and shall pay his own expenses for attending meetings and
otherwise conducting the business of the Association, except for expenses
incurred in support of activities authorized by the Board of Directors such as
publication and circulation of the Thunderbolt and other activities that
support the objectives of the Association.
Section 4.
Vacancies.. Any vacancy in the Board of Directors
may be filled by vote of a majority of the remaining Directors present at a
meeting of Directors at which a quorum is present or by appointment of all of
the Directors if less than a quorum shall remain in office.
Section 5. Other Powers and Duties. Each officer shall, subject to these By-Laws, have in
addition to the duties and powers specifically set forth in these By-Laws, such
duties and powers as are customarily incident to his or her office, and such duties
and powers as the Directors may from time to time designate.
Section 6. BOARD MEETINGS.
The Board of Directors
shall convene during National Reunions and at such other times as the President
may direct.
ARTICLE
IV.
NATIONAL REUNIONS
National reunions shall be held
at intervals, times, and places determined by a majority vote of the Active
Members attending the National Reunion.
ARTICLE V. ELECTIONS AND
VACANCIES
Section 1. ELECTIONS AND
DECISIONS. The
Officers and Directors shall be elected, and decisions of the Association shall
be decided, by a majority vote of the Active Members attending the general
Membership Business Meeting at the National Reunion or as prescribed in Article
XI and XII.
Section 2. FILLING VACANCIES.
In the event a vacancy occurs
in the office of the President, the Vice President shall succeed to that office
for the unexpired portion of the term.
Section 3. APPOINTMENTS.
A vacancy in the office
of the Vice President, Secretary, Treasurer, or Director shall be filled for
the unexpired term by appointment by the Board of Directors.
ARTICLE
VI.
FUNDS AND PROPERTY
Section 1. FUNDS. The Association Fund shall consist of
monetary assets derived from voluntary contributions from the members and from
such other sources as may be approved by the Board of Directors.
Section 2. ACQUISITION AND
DISPOSITION. The
acquisition and disposition of the Association Fund and property shall be
subject to authorization and approval by the Board of Directors.
ARTICLE VII. AMENDMENT
Section 1. VOTE. Except as provided in Article XI, the By-Laws may be amended
only by a majority vote of the Active Members at the General Membership
Business Meeting at the National Reunion.
Section 2. NOTICE. No proposal for amending the By-Laws
shall be considered unless the text of the proposed amendment has been
published in the Association’s quarterly newsletter, the Thunderbolt, not less
than 90 days prior to the National Reunion Business Meeting. This restriction
may be waived by a two thirds vote of the Active Members at the National
Reunion Business Meeting.
ARTICLE
VIII.
COMMITTEES
Section 1. Executive and Other Committees. The Directors may elect an Executive Committee from their
number, at any regular or special meeting of the Directors, provided that the
President and the Treasurer of the Association shall, for their respective
terms of office, be members of any Executive Committee and shall be entitled to
vote equally with the other members of such Executive Committee.
The Directors may, from time to
time, appoint one or more other committees, such as an Advisory Committee, for
such special purposes and, consisting of such Directors, Members or other
persons, as the Directors shall determine. The Directors may delegate such
authority and duties to such committee not in excess of those
required for it to function for the special purpose it was created.
Section 2. HISTORIC COMMITTEE.
The President shall
appoint the chairman of the Historic Committee who shall be the official
Historian of the Association and may select other members to serve with him on
the committee. The committee shall gather and preserve statistical data,
records, publications, archival items, artifacts, narratives, photographs,
historical information, and other memorabilia. With the approval of the Board
of Directors, the Historical Committee may publish, display and otherwise
disseminate information thought to be of interest to our members or to the
public at large. This committee may make recommendations to the Board of
Directors concerning memorial markers, monuments, or special recognitions that
they deem worthy of consideration.
ARTICLE
IX.
MISCELLANEOUS PROVISIONS
Section 1. Fiscal Year. Except as otherwise determined by the Directors, the fiscal
year of the Association shall begin on January 1, and end on December 31.
Section 2. Corporate Records. The original,
or attested copies, of the Articles of Organization, By-Laws and records of all
meetings of the Members shall be at the office of the Association's Clerk.
Copies shall be available at all reasonable times for inspection by any Member
for any proper purpose, but not to secure a list of Members for a purpose other
than those which are relevant to the affairs, purposes and objectives of the
Association.
Section 3. Evidence of Authority. A certificate by the Clerk or an
Assistant Clerk, or a temporary Clerk, as to any action taken by the Members,
Board of Directors or any officer or representative of the Association shall as
to all persons who rely thereon in good faith be conclusive evidence of such
action.
Section 4. Articles of Organization. All references in these By Laws to the Articles of
Organization shall be deemed to refer to the Articles of Organization of the
Association, as amended and in effect from time to time.
Section 5. Tax Exemption. It is intended that the Association be treated as an organization
described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended, and notice shall be given to the Secretary of the Treasury or his
delegate as provided in Section 508(a) of said Code. Notwithstanding any other
provision in these By-Laws to the contrary, for so long as the Association
constitutes a private foundation as defined under Section 509 of said Code, all
requirements and prohibitions described in Section 508(e)(1) of said Code are
incorporated herein by reference and hereby made applicable to the Association,
and, without limitation of the foregoing, the Association shall act or refrain
from acting so as not to subject itself to the taxes imposed by the following
sections of the Code, to wit: 4941 (relating to taxes on self dealing), 4942
(relating to taxes on failure to distribute income), 4943 (relating to taxes on
excess business holdings), 4944 (relating to taxes on investments which
jeopardize charitable purpose), and 4945 (relating to taxable expenditures).
Section 6. INDEMNIFICATION.
The Members shall
indemnify and hold the Directors and Officers harmless in accordance with the
provisions set forth in the Articles of Organization.
ARTICLE X. DISSOLUTION OF
ASSOCIATION
Section 1. VOTE REQUIRED. Dissolution
of the Association and disposal of any remaining funds and property of the
Association shall require a recommendation of the Board of Directors and a
majority vote of the Active Members at the National Reunion Business Meeting or
as prescribed in Article XI.
Section 2.
Section 3. CONTRIBUTION OF
FUNDS. Upon
dissolution, the Officers, at the direction of the Board of Directors, shall
transfer and contribute all remaining funds to governmental or charitable
Associations or organizations, including but not limited to the Government of
the United States of America, in a manner that will further the objectives of
the Association set forth in Section 2 of Article I. In this regard, the Board
shall consider all worthy candidates, including but not limited to one or more
Airborne Associations or Museums, and/or an organization that will assume the
responsibility for maintaining the Internet facilities presently established
and maintained by Active Member Ben Barrett and his son, Bob Barrett, or
similar facilities that perpetuate the memory of, and World War II sacrifices
and contributions made by, the members of the 517th Parachute
Regimental Combat Team.
Section 4.
ASSETS CONTRIBUTED TO AIRBORNE MUSEUMS. Memorabilia, records, rosters, colors, books, guidons, trophies, awards, and such other related articles
will be contributed to one or more Airborne Museums to be selected at the time
by the Officers and Directors of the Association
Section 5. RESPONSIBILITY FOR
IMPLEMENTATION. It shall be the responsibility of the President to ensure that the
foregoing provisions of this Article X are complied with.
ARTICLE
XI.
ACTION OF THE MEMBERS WITHOUT A MEETING
Notwithstanding any other
provision hereof, any action required or permitted to be taken at a meeting of
the members, including amendment of the by-laws, may be taken without a
meeting, if the Board of Directors vote to have the text of the action and a
solicitation of its approval published in the Thunderbolt at least ninety (90)
days before its enactment and seventy-five percent (75%) of the voting members
who respond to the solicitation consent to it. Such consents shall be treated
for all purposes as a vote at a meeting. The Board of Directors shall publish
the results of such a solicitation in the next issue of the Thunderbolt following
enactment or rejection of such action.
ARTICLE
XII.
ACTION OF THE BOARD OF DIRECTORS WITHOUT A MEETING
Notwithstanding any other
provision hereof, any action required or permitted to be taken at any meeting
of the Board of Directors may be taken without a meeting, if all the directors
consent to the action in writing and the consents are filed with the records of
the meetings of the Board of Directors. Such consents shall be treated for all
purposes as a vote at a meeting.
*Section
headings have been included for reader’s convenience*
AMENDMENT NO. 1
T0 THE BYLAWS OF THE 517TH PARACHUTE REGIMENTAL COMBAT
TEAM ASSOCIATION, INC.
The bylaws of the 517th
Parachute Regimental Combat Team Association, Inc. are hereby amended by
deleting therefrom ARTICLE II, entitled
"MEMBERSHIP" and substituting therefore the following:
ARTICLE
II.
MEMBERSHIP
Section 1.
MEMBERSHIP. There shall be two classes of membership: Active and Honorary
Members.
Section 2.
ACTIVE MEMBERS. Active membership is limited to those men who served
honorably with the 517th Parachute Regimental Combat Team (the
"Combat Team"). Active Members shall have the right to vote and to
elect the directors. Subject to the foregoing and except as otherwise limited
by the Articles of Organization or Bylaws of the Association, the Active
Members shall have such additional rights, including (without limitation) the
right to make, amend and repeal the Bylaws and to authorize an amendment or
restatement of the Articles of Organization and to authorize consolidation or
merger as is conferred upon Voting Members by statute.
Section 3.
HONORARY MEMBERS. Honorary membership: The President, with the approval of
the Board of Directors, may appoint as Honorary Members individuals who have
contributed outstanding service to the Association.
Section 4.
AUTHORIZATION FOR AUXILIARY MEMBERSHIP.. The President may recommend, with approval of the Board of
Directors, the establishment of an auxiliary organization of the Association
(the "Auxiliary"). Membership in the Auxiliary shall be limited to
wives, widows, descendants, brothers, sisters, nieces and nephews of men who
served honorably with the Combat Team. Honorary Members also shall be eligible
for Auxiliary membership. The purpose of the Auxiliary is to assist the Members
in achieving the Goals of the Association set forth in Article I Section 2 of
these Bylaws. The Auxiliary shall establish its own board of directors and
officers who shall work in concert with the Officers and Board of Directors of
the Association in the achievement of those Goals. The Auxiliary and the
Association shall make plans for continuing to preserve the memory of those who
served in the Combat Team beyond the lives of the Active Membership, including
for example, continuation of Mail Call and the Website referred to in Article
X, Section 3, and publications such as the Thunderbolt.
Section 5.
LIABILITY FOR ASSOCIATION’S OBLIGATIONS. No member of the Association or the
Auxiliary shall be liable for any debts or obligations of the Association or
the Auxiliary, nor shall they be liable for any assessment therefore. However,
Members at any National Reunion, or any special meeting called for the purpose,
may fix reasonable annual dues to become effective after not less than ninety
(90) days notice to all Members of such action.