BYLAWS of the
ARTICLE I — MEMBERSHIP
A.
The
Association recognizes and authorizes only one type of membership --
"Member." Refer to
B.
Surviving
spouses of deceased Members of the Association may participate as Members in all
functions, activities, business meeting votes, and events of the Association
and are exempt from paying dues.
C.
To
retain membership in the Association, a Member must be in "good
standing." A Member is in good standing if the Member: (a) pays
all required dues and fees in a timely manner; (b) has
not made any material misrepresentations, false statements or errors in his/her
application for membership; and (c) has not been
convicted of a felony or other acts that the Board of Directors
deems damaging to the reputation, goals, or interests of the Association.
D.
Members
who are found to be not in good standing shall be removed upon a majority vote
of the Board of Directors and notified by letter or email.
E.
Only
Members may attend business meetings, vote, and hold office.
ARTICLE II — ASSOCIATION OFFICERS
A.
PRESIDENT
(1)
The President shall be a voting member of and
serve as the Chair of the Board of Directors of the
Association.
(2)
The President shall preside over all meetings
of the Board of Directors and the annual Association business
meeting.
(3)
After consulting with other Board Members, the
President shall appoint Members to temporarily replace elected
officers when elected officers cannot serve the remainder of their terms
or when elected officers are temporarily incapacitated or otherwise unavailable
for service. Temporary officers shall serve until the next
annual business meeting of the Association when elections are held for vacant
offices.
(4)
The President's term of office shall be two
(2) years beginning on the date of his/her election at the annual
Association business meeting.
(5)
The
President may serve no more than two (2) consecutive (2-year) terms.
(6)
The President may be removed from office for
any reason upon a vote of two-thirds of the Members voting at the
annual Association business meeting.
(7)
If the President cannot complete his/her term
of office for any reason, including but not necessarily limited to,
extended absence, prolonged illness, resignation, or removal from office, the
1st Vice President shall become and serve as the President until the next annual
Association business meeting.
B. 1st VICE PRESIDENT
(1)
The
1st Vice President shall be a voting member of the Board of Directors.
(2)
The
1St Vice President shall serve as the President of the Association whenever the President
is absent or cannot serve as President in accordance with Article II, A., 7.,
above.
(3)
The
1st Vice President's term of office shall be two (2) years beginning at the date of his/her election at the annual Association business
meeting.
(4)
The
1st Vice President may serve no more than two (2) consecutive two-year terms.
(5)
The
1st Vice President may be removed from office for any reason upon a vote of two-thirds
of the Members voting at the annual Association business meeting.
(7)
If the 1St Vice President cannot complete his/her term of office for any reason, including but not necessarily limited to, extended absence,
prolonged illness, resignation or removal from office, the President
shall appoint an interim 1st Vice President to serve until the next annual
Association business meeting.
C. 2nd VICE PRESIDENT
(1)
The 2nd Vice President shall be a voting member of the Board of Directors.
(2)
The 2nd Vice President shall serve as the 1St Vice President of the Association whenever the
1st Vice President is absent or cannot serve as 1st Vice
President for any reason, including but not limited to, extended
absence, prolonged ill health, resignation or removal from office.
(3)
The
2nd Vice President's term of office shall be two (2) years beginning at the date of his/her election at the annual Association business
meeting.
(4)
The 2nd Vice President may serve no more than two (2) consecutive two-year terms.
(5)
The 2nd Vice President may be removed from office for any reason upon a vote of two-thirds
of the Members at the annual Association business meeting.
(6)
If the 2'd Vice President cannot complete his/her term of office for any reason, including but not necessarily limited to, extended absence,
prolonged illness, resignation, or removal from office, the President
shall appoint an interim 2nd Vice President to serve until the next annual Association business
meeting.
D. SECRETARY
(1)
The
Secretary of the Association shall take, keep, and distribute the summary
minutes of all meetings of the Board of Directors and
the Association — including regular, ad hoc meetings, and
the annual Association business meeting. The Secretary shall post the summary
minutes on the Association's website in a timely
manner.
(2)
The
Secretary of the Association shall be a voting member of the Board of Directors.
(3)
The
Secretary's term of office shall be two (2) years beginning at the date of
his/her election at the annual Association business
meeting.
(4)
The
Secretary may serve no more than four (4) consecutive two-year terms.
(5)
The
Secretary may be removed from office for any reason upon a vote of two-thirds
of the Members at a business meeting of the Association.
(6)
If
the Secretary cannot complete his/her term of office for any reason, including
but not necessarily limited to, extended absence,
prolonged illness, resignation, or removal from office, the
President shall appoint an interim Secretary to serve until the next regular
annual Association business meeting.
E. TREASURER
(1)
The
Treasurer shall keep the financial records of the Association. The Treasurer
shall post annual summary financial statements on
the Association's website in a timely manner. Additional,
detailed financial information shall be provided by the Treasurer to any Member
on request.
(2)
The
Treasurer shall be a voting member of the Board of Directors.
(3)
The
Treasurer's term of office shall be two (2) years beginning at the date of
his/her election at the business meeting of the
Association.
(5)
The
Treasurer may serve no more than four (4) consecutive two-year terms.
(6)
The
Treasurer may be removed from office for any reason upon a vote of two-thirds
of the Members at a business meeting of the Association.
(7)
If the Treasurer cannot complete his/her term
of office for any reason, including but not necessarily limited to,
extended absence, prolonged illness, resignation, or removal from office, the
President shall appoint an interim Treasurer to serve until the next regular
annual Association business meeting.
(8)
FINANCIAL RECORDS: Financial records shall be
kept and maintained by the Treasurer using common, standard,
"cash-based" accounting practices in an electronic format and using software
to be approved by the Board of Directors and paid for by the Association.
Duplicate records (backups) shall be created and kept
in a manner and location specifically approved by a majority
vote of the Board of Directors.
(9)
ROUTINE OPERATING EXPENSES: The Treasurer
shall have the authority and responsibility to make payments for routine,
regular, and customary Association operating expenses not to exceed an amount
established by the Board of Directors. That amount shall not be exceeded
without specific approval by a majority vote of the Board of Directors.
(10)
EXTRAORDINARY EXPENSES: The Treasurer shall
request in writing permission from the Board of Directors prior to
making other "extraordinary payments"-- exceeding the amount established
by the Board of Directors pursuant to subparagraph (9) above. The Chair of the
Board of Directors may personally authorize "extraordinary payments"
if it is impracticable, difficult, or impossible for the Board of
Directors to meet in a timely manner. In such cases, the Chair
shall notify the other Board members of the amount and nature of the
extraordinary payment by email or telephone as soon as
possible.
(11)
BORROWING
MONEY: No Member of the Board of Directors — including the Treasurer -is
authorized to borrow money or to otherwise obligate the Association financially
without the specific, written approval of the majority of the Board of
Directors.
ARTICLE III —— DUES
AND FEES
A.
Revenue shall be generated by the Association
through the collection of membership dues, fees, the sale of
Association related memorabilia, clothing, and similar items, fundraisers,
etc., approved in advance by a majority vote of the
Board of Directors.
B.
Revenues shall be spent only for reasonable
and customary operating expenses and other authorized extraordinary
expenses directly related to the Association.
C.
Members may be assessed fees for certain
events and purposes, including but not limited to the
annual Association reunion and business meeting, capital expenditures for the
Association (e.g., office equipment), unanticipated
expenses, or to makeup shortfalls in revenues generated
from dues and other sources [reference Article III, A., above]. Fees may only
be assessed if recommended by the Treasurer and approved by a
majority of the Board of Directors.
D. MEMBERSHIP DUES
(1)
Membership dues of $20 shall be due and
payable every TWO YEARS, beginning at the date the applicant is
approved for membership.
(2)
As a convenience to Members, and to reduce
bookkeeping, additional membership dues may be paid in advance at
the rate of $20 for each two-year period.
(3)
All pre-existing "Life Memberships"
shall be honored. Previous "Life Members" shall become
"Members" without any additional requirement to pay future dues.
(4)
Membership dues become due and payable not
later than 60 days after the expiration of the previous, paid-up,
two-year membership period, or (for new Members) 60 days after the new
Member is notified of his/her acceptance.
(5)
Members who do not pay their two-year
membership dues within a "grace period" of 120
days after their dues become payable (i.e., after the 60-day period) shall automatically lose their Membership in the Association. No vote
of the Board of Directors is necessary.
(6)
At its sole discretion, the Board of
Directors may waive dues and fees for individual members,
on a case-by-case basis, for financial hardship or other good reasons upon a
majority vote the Board of Directors. Such cases shall be reviewed and voted
upon in camera (privately) and
not published in minutes or posted on the Association website.
(7)
As proof of membership in the Association, new
and existing Members (in good standing) shall be provided with a permanent
Association membership card that shall also be used as an ID badge to be worn
at all annual Association business meetings and reunions. Members who lose
their Association membership cards shall be assessed a fee of $10 for a
replacement card.
ARTICLE IV — COMMITTEES and AMBASSADORS
A. ESTABLISHMENT OF COMMITTEES
(1)
The Board of Directors shall establish and
staff necessary permanent (standing) and ad hoc (temporary) committees.
(2)
The Board of Directors shall establish in
writing the goals and objectives for each committee and shall post
this information -- including the names of the committee chairs and members
-- on the Association's website in a timely manner.
(3)
The Board of Directors shall select and
appoint the chairs and committee members and establish
their terms of service.
(4)
The Board of Directors may dissolve a
committee or remove the chair or individual members upon a majority
vote of the members of the Board of Directors.
(5)
Permanent Committees [standing committees]
shall include, but are not necessarily limited to, the Membership
Committee, Association Website Committee, and the Annual Reunion
Committee.
B.
AMBASSADORS
(1)
The
Board of Directors shall solicit, select, and appoint Members to become
Association "Ambassadors" to represent and
promote the Association in major cities and regions of
(2)
The
Board of Directors shall establish in writing the goals and objectives of the Ambassadors,
their term of service, and other duties and obligations. The goals/objectives,
names, and contact information for Ambassadors shall be posted on the
Association website.
(3)
The
Board of Directors may nominate certain Ambassadors to serve as "at
large" members of the Board of Directors. After
approval of a majority of the Members at the annual business
meeting, such "at large" members of the Board shall have all the
rights and obligations as Association officers who serve on the Board.
ARTICLE V —— BOARD
OF DIRECTORS
A.
CHAIR
AND MEMBERS
(1)
Reference Article V, paragraph A. of the Association's Constitution. The Board
of Directors shall be consist of all five (5) Association
officers and other "at large" Board Members (if
any) so that there is always an odd number of Board Members -- not less than
five (5) and not more than nine (9).
B.
Regular
and ad hoc meetings of the Board of Directors shall be called by the Chair and
shall be conducted at a date, time, and place
mutually convenient to a majority of the Board members.
C.
A
"quorum" of Board of Directors shall be a defined as a simple
majority of all regular and "at-large" Board Members. [For
example, if there are 5 regular Board Members and 4 "at-large"
Board Members — 9 total Board members -- five (5) Board Members would be
required for a quorum.]
D.
Board
of Director meetings shall not be conducted and no votes shall be taken without
the presence of a quorum; however, a Board Member may vote
without being physically present at the meeting if the Member
participates via telephone conference call (or video/audio conference)
in the entire discussion/debate of the topic being voted on.
E.
The Association Secretary shall keep written
minutes of all Board meetings. Summary minutes of each meeting
shall be distributed by email to each attending Board Member (including
those unable to physically attend) for review and comment.
F.
If the Secretary cannot attend and/or take
minutes, the Chair shall appoint an attending Board
Member to do so.
ARTICLE VI —— ANNUAL
BUSINESS MEETINGS AND REUNIONS
A.
The annual Association business meeting shall
be held during the same period of time and at the
same venue as the annual Association reunion.
B.
The location of next regular annual business
meeting and reunion shall be determined by a majority
vote of Members during the current business meeting.
C.
At each annual business meeting, the
Association President shall solicit participants and appoint
members to the Reunion Committee. The Chair of the Reunion Committee may be
selected by the appointed members of the Committee or the Chair of the Boartl
of Directors.
D.
Annual Association business meetings and reunions
may be held at the same venue for no more than two (2)
consecutive years without the approval of the majority of the Members.
E.
The agenda for the annual business meeting
shall be established by the Board of Directors in advance
of the meeting. The agenda shall be posted on the Association website for a
review period of not less than one (1) week prior to
the date of the meeting.
F.
The agenda for the annual business meeting
shall include reports from the President, Treasurer, and all
permanent committee chairs. The agenda shall also include a period for Members
to discuss old business, new business, and any proposed amendments to the Association's
Constitution or Bylaws. The agenda may include other topics proposed by Members
-- if approved in advance by the Board of Directors.
ARTICLE VII —--— RULES
OF ORDER
A.
All annual Association business meetings shall
be typically conducted in accordance with "Robert's Rules of
Order.
B.
Ad hoc meetings may be conducted in accordance with
"Robert's Rules of Order." If informal, ad hoc meetings
are not conducted in accordance with Robert's Rules of Order, a simple
majority of the attending Members may require that they be so conducted.
ARTICLE VIII — AMENDMENTS TO BYLAWS
A.
These Bylaws may be changed, revised, altered,
or rescinded by a majority vote of the Members at the annual
Association business meeting.
B.
All proposed changes to the Bylaws must be
made in writing and submitted to the Chair of the
Board of Directors who will see that they are posted on the Association website
for a review by the Members for a period of not less than 7
calendar days prior to the date of the next annual business meeting.
C.
Prior to the vote on the proposed By-Law amendments,
each attending Member may speak for or against the proposed
Amendment for a period of no more than five (5) minutes.
ARTICLE IX —— ADOPTION
These
Bylaws have been approved by at least two-thirds of the Association Members of
the 2011 annual business meeting held at the Desert Diamond
Casino,
Signatures of approving Board of Directors on file with Association Secretary. Approval of Board of Directors and Membership was unanimous.