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Officers:
President - Ron Zimm
Vice President -
Treasurer -
Secretary -
Directors - Dick Clark, Don Martin, C.V. Miller, George Swagel, David White and Major Williams
Convention -
59th Webmaster - Dave White
President - Ron Zimm
Vice President -
Treasurer -
Secretary -
Directors - Dick Clark, Don Martin, C.V. Miller, George Swagel, David White and Major Williams
Convention -
59th Webmaster - Dave White
BY-LAWS OF THE 59TH FIGHTER SQUADRON ASSOCIATION, INC.
ARTICLE I – MEMBERSHIP
Section 1. Qualifications. Persons who served honorably with the United States Air Force's 59th Fighter Interceptor Squadron anytime between November 20,1940 to April 15, 1999 are eligible for membership. Members who meet this qualification and pay the annual dues as determined by the Board of Directors, are designated members in good standing with a right to vote and to run for office. Widows of former members and direct descendents are also eligible to belong as associate members without a right to vote or hold office.
Section 2. Biennial Meeting. The Biennial Meeting of the members for the purpose of electing directors and transacting any other business, which may properly come before the meeting shall be held in the mid-year every two years at a time and at a place to be determined by The Board of Directors.
Section 3. Special Meetings. The President may call special meetings of the members at any time, by a majority of the Board of Directors.
Section 4. Voting. At any meeting of the members, the members present shall constitute a quorum. The Board of Directors may provide for vote by proxy and specify the form of such proxy. Each member shall have one vote subject to any restrictions contained in the Articles of Incorporation.
Section 5. Notice. Not fewer than thirty (30) days prior to each meeting, notice shall be mailed, postage prepaid, to all members at their addresses listed in the records of the Corporation, setting forth the date, time and place of such meeting and indicating the nature of business to be transacted at such meeting. No notice of the time, place or purpose of any meeting need be given to any member who, in writing, executed and filed with the records of the meeting before or after the holding thereof, waives such notice or attends the meeting.
ARTICLE II -- BOARD OF DIRECTORS
Section 1. General Powers. The property, affairs and activities of the Corporation shall be managed by a Board of Directors consisting of not less than seven (7) nor more than twelve (12) members, as may be initially determined by the Incorporators and as may be determined thereafter from time to time by a majority of the current directors on the Board of Directors. The powers of the Board of Directors shall
include the authority to accept, transfer and encumber property and interests in property and the Authority to retain any necessary staff or contractors.
Section 2. Election. The members of the Biennial Meeting shall elect directors and each director shall serve until a successor is elected and qualified.
Section 3. Terms of Office. All members of the Board of Directors shall be elected for two (2) year terms and shall assume their posts at the Biennial Meeting of the Board of Directors. The terms of members of the Board of Directors shall expire on a rotating basis, with no more than one-half of the director's terms expiring at anyone time.
Section 4. Removal. Any officer or director may be removed by affirmative vote of a majority of the current directors on the Board of Directors for failure to participate, non-performance of duties, or other cause deemed sufficient by the Board.
Section 5. Vacancies. In case of a vacancy, the remaining directors may elect a successor for the remainder of the vacant term.
Section 6. Call and Notice. The Board of Directors shall meet on call by the President or on written request filed with the Secretary by four or more directors. The Secretary shall give reasonable notice to each director of the time, place, and date of each meeting by notice in writing, mailed, postage prepaid, not later than the tenth day before the date set for the meeting and addressed to the director's last known post office address according to the Corporations records. The notice may also be sent by telegraphic or telephonic communication or notice in writing delivered personally to the director's residence or usual place of business not later than the second day before the date set for the meeting. No notice of the time, date, place or purpose of any meeting need be given to any director who, in writing executed and filed with the records of the meeting either before after the holding thereof, waives such notice or who attends the meeting.
Section 7. Annual Meeting. The Annual Meeting of the Board of Directors shall be held at the same place and on the same date as the Annual Meeting of members and at such time as the Board of Directors shall determine by resolution. Notice of the time, date and place of the Annual Meeting of the Board of Directors shall be given in the manner set forth in Section 6. Robert's Rules of Order shall govern all meetings. The Board of Directors shall keep minutes of its meetings and full account of its transaction.
Section 8. Quorum and Voting. At every meeting of the Board, a quorum shall consist of one-third (1/3) of the current directors serving on the Board of Directors. Unless otherwise specified in these Bylaws, the majority votes of those persons actually present at a meeting at which there is a quorum will prevail on all matters. There shall be no voting proxy.
Section 9. Compensation. Directors shall receive no compensation for their services as such but may, by resolution of the Board of Directors, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the Corporation.
Section 10. Informal Action by Directors. Any action of the Directors may be taken without a meeting if consent in writing setting forth the action taken is signed by all Directors and filed with the minutes of the corporation.
ARTICLE III -- OFFICERS AND COMMITTEE
Section 1. Officers. The officers of the Corporation shall be a President, Vice President, Secretary and Treasurer. All officers shall be directors and shall elected by the Board of Directors at its Biennial Meeting or whenever a vacancy occurs. Each officer shall serve for a term of two (2) years or until a successor is elected and qualified. The Board of Directors may, from time to time, appoint such other officers, as it deems necessary.
Section 2. Powers and Duties. The President's powers and duties shall include:
a. Being the executive officer and overseeing the carrying out of programs.
b. Presiding at all meetings of the members of the Board of Directors.
c. Signing or endorsing checks, drafts, and notes in conjunction with the Treasurer.
d. Action as an ex-officio member of all committees except the Nominating Committee.
e. Presenting an annual report to the members at the Biennial Meeting or designating a representative to present said report.
f: Signing all contracts and other instruments authorized by the Board.
The Vice-President's duties shall include:
a. Performing the duties of the Office of the President upon the absence of disability of the President.
b. Assisting the President upon the President's request.
The Secretary's duties shall include:
a. Keeping minutes of all meetings of the membership, the Board of Directors and the Executive Committee.
b. Maintaining a file of the official documents and records of the Corporation. as directed by the Board.
c. Mailing notices of all meetings of the membership, the Board of Directors and the
Executive Committee.
The Treasurer's duties shall include:
a. Collecting and receiving all monies due.
b. Acting as custodian of these monies and depositing them in a bank designated by the Board of Directors.
c. Disbursing the corporate monies in accordance with the budget of upon order of the Board and signing checks together with the President and/or other authorized officers.
d. Maintaining books and ledgers as directed by the Board.
e. Preparing annual financial statements and presenting such statements to the Board on request.
f. Reporting at the biennial meeting of the members.
g. Performing such other functions as may be incident to the office.
Section 3. Executive Committee. The Board of Directors shall elect an Executive Committee consisting of the officers of the Corporation and one additional Director. The Executive Committee shall act for the Board of Directors during the period between Board meetings and shall exercise all powers of the Board except any which have been expressly reserved by resolution of the Board or by these Bylaws. The
Secretary shall give reasonable notice to each member of the Executive Committee of the time, date and place for each committee meeting.
Section 4. Committees. The Board of Directors may appoint such other committees, as it deems necessary to implement the purposes of the Corporation. The Board of Directors may authorize committees to exercise any powers of the Board.
Section 5. Nominating Committee. Prior to the Biennial Meeting of the members, the President shall appoint a committee to nominate persons for the director positions becoming vacant.
ARTICLE IV -- FINANCIAL AFFAIRS
Section 1. Fiscal Year. The fiscal year of the Corporation shall end on February 28 of each year.
Section 2. Bank Accounts. The funds of the Corporation shall be deposited in one or more banks or financial institutions as designated by the Board of Directors. Such officer or officers shall sign all checks as the Board may from time to time designate.
Section 3. Dues. The membership dues of the Association shall be $25.00 per annum payable on the first day of March each year. Fees for associate members will be $10.00 per annum. Dues may be changed at the discretion of the Board of Directors with a majority vote to be effective March first of any year.
ARTICLE V -- AMENDMENTS
Section 1. These Bylaws may be amended by a majority vote of the Board of Directors at a meeting at which a quorum is present, provided that notice of the proposed amendment has been mailed to all directors at least thirty days in advance of the meeting.
The undersigned, being the duly elected Secretary of the corporation, hereby certifies that the Board of Directors duly adopted the forgoing By-laws on October 1, 2002.
(Signed) Blanie V George, Secretary
ARTICLE I – MEMBERSHIP
Section 1. Qualifications. Persons who served honorably with the United States Air Force's 59th Fighter Interceptor Squadron anytime between November 20,1940 to April 15, 1999 are eligible for membership. Members who meet this qualification and pay the annual dues as determined by the Board of Directors, are designated members in good standing with a right to vote and to run for office. Widows of former members and direct descendents are also eligible to belong as associate members without a right to vote or hold office.
Section 2. Biennial Meeting. The Biennial Meeting of the members for the purpose of electing directors and transacting any other business, which may properly come before the meeting shall be held in the mid-year every two years at a time and at a place to be determined by The Board of Directors.
Section 3. Special Meetings. The President may call special meetings of the members at any time, by a majority of the Board of Directors.
Section 4. Voting. At any meeting of the members, the members present shall constitute a quorum. The Board of Directors may provide for vote by proxy and specify the form of such proxy. Each member shall have one vote subject to any restrictions contained in the Articles of Incorporation.
Section 5. Notice. Not fewer than thirty (30) days prior to each meeting, notice shall be mailed, postage prepaid, to all members at their addresses listed in the records of the Corporation, setting forth the date, time and place of such meeting and indicating the nature of business to be transacted at such meeting. No notice of the time, place or purpose of any meeting need be given to any member who, in writing, executed and filed with the records of the meeting before or after the holding thereof, waives such notice or attends the meeting.
ARTICLE II -- BOARD OF DIRECTORS
Section 1. General Powers. The property, affairs and activities of the Corporation shall be managed by a Board of Directors consisting of not less than seven (7) nor more than twelve (12) members, as may be initially determined by the Incorporators and as may be determined thereafter from time to time by a majority of the current directors on the Board of Directors. The powers of the Board of Directors shall
include the authority to accept, transfer and encumber property and interests in property and the Authority to retain any necessary staff or contractors.
Section 2. Election. The members of the Biennial Meeting shall elect directors and each director shall serve until a successor is elected and qualified.
Section 3. Terms of Office. All members of the Board of Directors shall be elected for two (2) year terms and shall assume their posts at the Biennial Meeting of the Board of Directors. The terms of members of the Board of Directors shall expire on a rotating basis, with no more than one-half of the director's terms expiring at anyone time.
Section 4. Removal. Any officer or director may be removed by affirmative vote of a majority of the current directors on the Board of Directors for failure to participate, non-performance of duties, or other cause deemed sufficient by the Board.
Section 5. Vacancies. In case of a vacancy, the remaining directors may elect a successor for the remainder of the vacant term.
Section 6. Call and Notice. The Board of Directors shall meet on call by the President or on written request filed with the Secretary by four or more directors. The Secretary shall give reasonable notice to each director of the time, place, and date of each meeting by notice in writing, mailed, postage prepaid, not later than the tenth day before the date set for the meeting and addressed to the director's last known post office address according to the Corporations records. The notice may also be sent by telegraphic or telephonic communication or notice in writing delivered personally to the director's residence or usual place of business not later than the second day before the date set for the meeting. No notice of the time, date, place or purpose of any meeting need be given to any director who, in writing executed and filed with the records of the meeting either before after the holding thereof, waives such notice or who attends the meeting.
Section 7. Annual Meeting. The Annual Meeting of the Board of Directors shall be held at the same place and on the same date as the Annual Meeting of members and at such time as the Board of Directors shall determine by resolution. Notice of the time, date and place of the Annual Meeting of the Board of Directors shall be given in the manner set forth in Section 6. Robert's Rules of Order shall govern all meetings. The Board of Directors shall keep minutes of its meetings and full account of its transaction.
Section 8. Quorum and Voting. At every meeting of the Board, a quorum shall consist of one-third (1/3) of the current directors serving on the Board of Directors. Unless otherwise specified in these Bylaws, the majority votes of those persons actually present at a meeting at which there is a quorum will prevail on all matters. There shall be no voting proxy.
Section 9. Compensation. Directors shall receive no compensation for their services as such but may, by resolution of the Board of Directors, be allowed reimbursement for their expenses actually and reasonably incurred on behalf of the Corporation.
Section 10. Informal Action by Directors. Any action of the Directors may be taken without a meeting if consent in writing setting forth the action taken is signed by all Directors and filed with the minutes of the corporation.
ARTICLE III -- OFFICERS AND COMMITTEE
Section 1. Officers. The officers of the Corporation shall be a President, Vice President, Secretary and Treasurer. All officers shall be directors and shall elected by the Board of Directors at its Biennial Meeting or whenever a vacancy occurs. Each officer shall serve for a term of two (2) years or until a successor is elected and qualified. The Board of Directors may, from time to time, appoint such other officers, as it deems necessary.
Section 2. Powers and Duties. The President's powers and duties shall include:
a. Being the executive officer and overseeing the carrying out of programs.
b. Presiding at all meetings of the members of the Board of Directors.
c. Signing or endorsing checks, drafts, and notes in conjunction with the Treasurer.
d. Action as an ex-officio member of all committees except the Nominating Committee.
e. Presenting an annual report to the members at the Biennial Meeting or designating a representative to present said report.
f: Signing all contracts and other instruments authorized by the Board.
The Vice-President's duties shall include:
a. Performing the duties of the Office of the President upon the absence of disability of the President.
b. Assisting the President upon the President's request.
The Secretary's duties shall include:
a. Keeping minutes of all meetings of the membership, the Board of Directors and the Executive Committee.
b. Maintaining a file of the official documents and records of the Corporation. as directed by the Board.
c. Mailing notices of all meetings of the membership, the Board of Directors and the
Executive Committee.
The Treasurer's duties shall include:
a. Collecting and receiving all monies due.
b. Acting as custodian of these monies and depositing them in a bank designated by the Board of Directors.
c. Disbursing the corporate monies in accordance with the budget of upon order of the Board and signing checks together with the President and/or other authorized officers.
d. Maintaining books and ledgers as directed by the Board.
e. Preparing annual financial statements and presenting such statements to the Board on request.
f. Reporting at the biennial meeting of the members.
g. Performing such other functions as may be incident to the office.
Section 3. Executive Committee. The Board of Directors shall elect an Executive Committee consisting of the officers of the Corporation and one additional Director. The Executive Committee shall act for the Board of Directors during the period between Board meetings and shall exercise all powers of the Board except any which have been expressly reserved by resolution of the Board or by these Bylaws. The
Secretary shall give reasonable notice to each member of the Executive Committee of the time, date and place for each committee meeting.
Section 4. Committees. The Board of Directors may appoint such other committees, as it deems necessary to implement the purposes of the Corporation. The Board of Directors may authorize committees to exercise any powers of the Board.
Section 5. Nominating Committee. Prior to the Biennial Meeting of the members, the President shall appoint a committee to nominate persons for the director positions becoming vacant.
ARTICLE IV -- FINANCIAL AFFAIRS
Section 1. Fiscal Year. The fiscal year of the Corporation shall end on February 28 of each year.
Section 2. Bank Accounts. The funds of the Corporation shall be deposited in one or more banks or financial institutions as designated by the Board of Directors. Such officer or officers shall sign all checks as the Board may from time to time designate.
Section 3. Dues. The membership dues of the Association shall be $25.00 per annum payable on the first day of March each year. Fees for associate members will be $10.00 per annum. Dues may be changed at the discretion of the Board of Directors with a majority vote to be effective March first of any year.
ARTICLE V -- AMENDMENTS
Section 1. These Bylaws may be amended by a majority vote of the Board of Directors at a meeting at which a quorum is present, provided that notice of the proposed amendment has been mailed to all directors at least thirty days in advance of the meeting.
The undersigned, being the duly elected Secretary of the corporation, hereby certifies that the Board of Directors duly adopted the forgoing By-laws on October 1, 2002.
(Signed) Blanie V George, Secretary