Air Force Public Affairs Alumni Assn.
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9/11/01
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CORPORATE RECORDS

Articles of Incorporation

BY-LAWS OF THE
AIR FORCE PUBLIC AFFAIRS ALUMNI ASSOCIATION, INC.

Article I. Name
Article II. Aims and Objectives
Article III. Members and Meetings
Article IV. Directors and Officers
Article V. Indemnification of Directors and Officers
Article VI. Amendment of Articles of Incorporation
Article VII. Amendment of Bylaws
Article VIII. Dissolution
Article IX. Records and Reports
Notes

Article I. Name

The corporation shall be known as the Air Force Public Affairs Alumni Association, Incorporated; hereinafter referred to as the Association.

Article II. Aims and Objectives

The aims and objectives of the Association are: 

1. To conduct programs for educational purposes to keep members informed of key issues facing the United States Air Force and the USAF Public Affairs community; and 

2. To provide social and recreational activities for its members; and

3. To sponsor or participate in activities of a patriotic nature.

Article III. Members and Meetings

Section 1. Members

There shall be five (5) classes of members:

Full Members - former Air Force Public Affairs, Air Force Broadcasting Service, Air Force Band, or Multimedia personnel, retired or separated

Associate Members - current or former Air Force Public Affairs, Air Force Broadcasting Service, Air Force Band, or Multimedia personnel still in active service

Adjunct Members - spouses, widows, or widowers of those eligible for membership as Full or Associate Members

Affiliate Members - any person not eligible for membership under any of the first three above categories may become a member upon favorable recommendation by the Membership Committee and approval by the Board of Directors.

A fifth class of membership shall be Life Member and those eligible to Full Membership or Associate Membership may qualify.

To conform to Section 501(c) (19) of the Internal Revenue Code, at no time will the total number of Life members, Full Members and Associate Members defined above, be less than seventy-five percent (75%) of the total membership. The remainder may consist of the other classes of membership, but the number of Affiliate Members shall not exceed two and one half percent (2.5%) of the total membership.

The Association will issue membership certificates.

Section 2. Terms of Membership

A. Membership in the Association will be recognized upon receipt of membership dues as prescribed by the board of directors. Terms of membership shall be for one year or three years. The Association also will offer a special Founders Membership during 1994 only, which will entitle holders to membership for life.

Beginning January 1, 1995, the Founders Member category will be replaced with Life Member .

B. One-year and three-year memberships shall be subject to renewal during the month of January each year, regardless of the month that a new member initially joined the Association. Life Members will not ever be required to renew.

Section 3. Annual Meetings

A. The Association shall hold an annual meeting of all members. The date and location of each annual meeting shall be determined by the board of directors. A notice specifying the date and location of each annual meeting shall be mailed to all members at least one month prior to the date of the meeting.

B. The meeting agenda shall be set by the President of the Association and copies distributed at the annual meeting to each member attending. Any member may propose an item for the annual meeting agenda, provided it is received in writing by the President at least two weeks prior to the date of the annual meeting. Items not on the annual meeting agenda may be proposed by a Full Member, under "new Business", provided it is accepted by a majority vote.

Section 4. Special Meetings

A special meeting of members may be called by the chairman of the board of directors, by the president or by majority vote of the board of directors. Notice of a special meeting will be provided by mail to all members. The notice will state the date and location, as well as the purpose(s) for which the meeting is called.

Section 5. Voting Entitlement of Members

Full Members shall have full voting rights. Associate, Adjunct, and Affiliate Members shall have no voting rights.

Section 6. Voting Methods

A. Full Members may vote in person at annual and special meetings if a quorum is present, or by ballot provided by mail.

B. When a quorum is present at a meeting, a majority of the votes cast shall be necessary for the adoption of any matter voted upon by the members, unless otherwise specified in the Bylaws.

C. When voting is by mail ballot, a majority of the votes cast shall be necessary for the adoption of any matter voted upon by the members, unless otherwise specified in the Bylaws.

D. When a matter voted upon by the members involves three or more choices, a plurality, or the largest number of votes cast for a particular choice, will be necessary for passage.

Section 7. Quorum

Ten percent of Full Members shall constitute a quorum.

Article IV. Directors and Officers

Section 1. Board of Directors

A. The Association shall have a board of directors. All corporate powers shall be exercised by or under the authority of, and the business of the corporation managed under the direction of, its board of directors.

B. The board of directors shall advise and assist the officers of the Association in the conduct of Association affairs, and shall do all in its power to make the Association an effective organization. Board members may serve as officers of the Association and on committees of the Association.

Section 2. Qualifications of Directors

Any Full Member may serve on the board of directors.

Section 3. Number, Election and Terms of Directors

A. The Association board of directors shall consist of thirteen (13) voting members and one (1) non-voting associate member each serving two-year terms.
  
B. Twelve of the voting members are elected at large by the membership, with approximately half of the members of the board standing for election in alternate years.  The non-voting associate member will be appointed by the SAF/PA Director of Public Affairs and approved by a majority vote of Association board of directors. One of the voting positions shall be filled by the Chairman of the Communications Committee/newsletter editor approved by a majority vote of the Association board of directors. 

C. A portion of the board shall then be elected every year prior to the annual meeting by a ballot provided by mail to all Full Members and returned to the secretary or other specified officer or agent of the Association. The new board members shall be announced at the annual meeting.

D. No individual shall be elected or appointed as a director without his/her prior agreement to serve.

E. The immediate past president of the Association shall serve as Chairman of the Board.

F. The immediate past Chairman of the Board shall automatically become an ex-officio member of the board and shall serve in an advisory capacity until such time as the individual wishes to withdraw.

G. The term of office for Directors of the Association shall commence on July 1 following their election and end on June 30 two years later.

Section 4. Election Procedures

A. The chairman of the board of directors shall appoint a Nominating Committee of three board members.

B. The Nominating Committee shall submit a proposed slate of eligible members to the chairman no later than March 15 each year. The slate will contain at least one nominee for each position to be elected by the Full Members.

C. The proposed slate will be provided in a notice to all Full Members upon approval of the chairman. Members will be invited to propose additional candidates for each position. Names of proposed candidates must be received by the Nominating Committee with a post mark no later than a date to be specified in the notice. A short biography of each proposed candidate, suitable for publication, will be submitted to the Nominating Committee. Individual members may submit their own names as proposed candidates.

D. After certifying that all proposed candidates are Full Members of the Association, and willing to serve if elected, the Nominating Committee will prepare an election ballot.

E. Election ballots will be mailed to all Full Members no later than May 1 in each election year. Completed ballots must be received by the secretary or other specified officer or agent of the Association with a post mark no later than a date to be specified on the ballot. Ballots transmitted by facsimile machine will not be considered.

F. Ballots will be counted by an independent group of members selected by the board of directors no later than June 15. After the ballots are counted, the independent group will provide the ballots and the tabulated results of the vote to the chairman of the board of directors. Results of the election will be announced to the general membership by the chairman of the board on June 20 of each year by posting the names of those elected on the Association's web site and publishing them in the next regular newsletter.

Section 5. Resignation of Directors

A. A director may resign at any time by providing written notice to the chairman of the board of directors, the president or the secretary. A resignation is effective when the notice is delivered, unless the notice specifies a later effective date.

B. The board of directors may appoint a successor to take office on or after the effective date of a directorís resignation.

Section 6. Termination of Directors

A director may be terminated for cause by a vote of two-thirds of the board of directors, or without a vote of the board, for failure to attend two successive meetings without delegating his or her voting authority, in writing, to another member of the board who does attend the meetings. The board shall then appoint a new director to fill the vacancy for the remainder of the term of office.

Section 7. Meetings of the Board of Directors

The board of directors shall meet at least once during each calendar year and may hold regular or special meetings at the call of the chairman or at the discretion of a majority of the directors. A director may participate in board meetings in person or via an audio telecommunications link if personal attendance would constitute a hardship. A director shall be considered present if participating in a meeting via an audio telecommunications link.

Section 8. Action Without a Meeting of the Board of Directors

Action required to be taken at a board of directors meeting may be taken without a meeting, at the direction of the Chairman, if all members of the board consider the action and each member is given the opportunity to amend or comment on the proposed action. The action shall be taken by the verbal or written consent of a majority of directors and documented in the corporate records as a memorandum at the next board meeting

Section 9. Quorum and Voting by Directors

A quorum of the Board of Directors shall consist of two-thirds of the number of directors.  A quorum shall be considered valid when a combination of members present and delegated voting authority for that specific meeting, in writing, by board members absent totals two ­thirds of the number of directors.  A board member may not exercise more than one (1) proxy vote in addition to his or her own vote.  If a quorum is present when a vote is taken, an affirmative vote of a majority of the directors present shall constitute an act of the board, unless otherwise stated in the Bylaws.  In all instances, at least three members of the board of directors must actively participate in person or by conference call for a valid vote of the board to take place.  Exceptions to this provision are votes concerning policy matters and/or expenditure of funds in excess of $1,000.00.  In such cases, absent board members will be polled by telephone or in writing to obtain their vote.

Section 10. Committees

A. The board of directors may create one or more committees, in addition to the Nominating Committee, and appoint members of the board, as well as other Full Members, Associate Members, and Affiliate Members to serve on them. Each committee may have two or more members who serve at the pleasure of the board. The creation of a committee shall be approved by a majority of the board.

B. Sections of the Bylaws which govern meetings, action without meetings, quorum and voting requirements of the board of directors, apply to committees and their members as well.

C. A committee may not:

   (1) Fill vacancies on the board of directors or any of its committees.

   (2) Amend or repeal the Articles of Incorporation.

   (3) Amend or repeal the Bylaws.

   (4) Take actions that are more appropriately taken by the board of directors.

D. Committees of the Association are:

   (1) Membership
   (2) Recruiting
   (3) Communications
   (4) Elections
   (5) Investments
   (6) Annual Meeting

E. Communications Committee -The Communications Committee shall be composed of the Newsletter Editor, the Web Site Director and the Public Affairs Director. The Newsletter Editor shall be chairman. The Communications Committee Chairman is primarily responsible for the production of a quarterly membership newsletter; keeping the Board of Directors informed of all communications activities; obtaining Board approval for outreach activities; and coordinating with the other members of the committee on their various responsibilities; and support other committees as appropriate. Members of the committee will work with the Communications Committee Chairman and the Board of Directors to develop a strategic communications plan for AFPAAA; develop messages and identify key audiences beyond the current membership; develop as appropriate, public communication tactics such as news releases, media targets, corporate targets; maintain and update the AFPAAA web site; support other committees as appropriate

F. Investment Committee -The committee shall be composed of three regular members of the Association.   The members of the Investment Committee would be: Treasurer, who will also serve as Chairperson.  One member appointed from the board of directors and another with financial experience, appointed from the general membership.   The Investment Committee will meet quarterly by teleconference or in person to review the Associationís investments and take any action deemed appropriate to maximize the return on those investments, exercising caution and prudence to minimize downside risks.   The Investment Committee will operate within parameters and policies established by the board from time to time and will report all actions taken to the board of directors at its regular meetings and at the annual membership meeting.

G. Annual Meeting Committee -This committee shall be composed of the Vice-President, who shall serve as chairman, the local meeting site committee chairman, the association Treasurer, Meeting Coordinator, and others as may from time to time, be appointed by the Chairman of the Board. This committee shall be responsible for recommending the meeting location to the board for approval, and handling all other details as may be required to hold a successful annual membership meeting.

Section 11 Number, Appointment and Terms of Officers

A. The Association shall have a board chairman, president vice president, secretary and treasurer. The officers shall be appointed by the board of directors from the panel of elected board members. No individual shall be appointed an officer of the Association without his/her prior agreement to serve.

B. The positions of chairman, president, vice president, and secretary shall be linked in a succession process. Each year, officers in the succession chain shall automatically advance to the next higher position (i.e. secretary to vice president, vice president to president, etc.). Each year, a secretary, selected from the panel of elected board members, shall be appointed by the board.

C. The treasurer, an active member in good standing, shall be appointed by the board of directors. The treasurer shall serve at the discretion of the board.

D. With the agreement of all parties, the board may reappoint officers for one (1) additional one-year term. The maximum number of years a person shall serve in the same position in the succession chain is two (2) years.

E. The annual term of office for Officers of the Association shall commence on 1 July and end on 30 June.

Section 12. Duties of Officers

A. Chairman. The Chairman shall ...
   (1) Serve as the chief executive officer of the association.
   (2) Call and chair all meetings of the board.
   (3) Serve as the principle liaison with SAF/PA and organizations with mutual interests or goals.
   (4) Chair the nominating committee.
   (5) Advise the president on matters concerning the Association

B. President. The president shall be the chief operating officer of the Association. The president will:
   (1) Chair all annual meetings and special meetings of the Association.
   (2) Work closely with the board of directors and standing committees to ensure that the Association operates in a sound manner.
   (3) Coordinate the actions of other Association officers to meet Association objectives.
   (4) Chair all regular meetings of the Association's officers, committee chairs, and, in the absence of the Chairman or in his behalf, meetings of the board of directors.

C. Vice President. The Vice President will:
   (1) Perform the duties of the president when he/she is unavailable.
   (2) Chair the annual meeting committee.
   (3) Perform other duties as requested by the president.

D. Secretary. The secretary shall.
   (1) Maintain Association records and file an annual report with the State Corporation Commission as specified in Article IX.
   (2) Record and maintain minutes of Association annual meetings and special meetings.
   (3) Work with the appropriate committee(s) to ensure that notices to members are sent in a timely manner.
   (4) Perform other duties requested by the president.

E. Treasurer. The treasurer shall:
   (1) Prepare an annual budget for the Association.
   (2) Receive and disburse Association funds.
   (3) Work with the appropriate committee(s) to ensure that membership renewal notices are sent to members in a timely manner.
   (4) Maintain appropriate accounting records.
   (5) Prepare and provide quarterly financial statements to the president and board of directors.
   (6) Prepare and provide an annual financial report to members at the annual meeting.
   (7) File required tax returns.
   (8) Ensure the annual registration fee is forwarded to the State Corporation Commission as outlined in the Virginia Nonstock Corporation Act, Section 13.1-936.1.
   (9) Work with all committees to ensure that any financial matters are handled in a legal and proper manner.
   (10) Serve as chairperson of the Investment Committee, insure quarterly meetings are held and that the investment policies established by the board of directors are adhered to.   Report all actions of the Investment Committee at each meeting of the board and at the annual membership meeting.

F. Parliamentarian. The Chairman of the Board of Directors shall appoint a Parliamentarian from among the Full Membership of the Association. The Parliamentarian Shall:
   (1) Attend all annual meetings and special meetings of the membership.
   (2) When called upon by the presiding officer, rule on questions of parliamentary procedure that may arise during the annual or special meetings of the membership.
   (3) Follow Roberts Rules of Order in deciding questions involving meeting procedures.

Section 13. Resignation of Officers

A. An officer may resign at any time by providing written notice to the chairman of the board of directors, the president or the secretary. A resignation is effective when the notice is delivered, unless the notice specifies a later effective date.

B. The board of directors may appoint a successor to take office on or after the effective date of an officerís resignation.

Section 14. Termination of Officers

An officer may be terminated for cause by a vote of two-thirds of the board of directors. The board shall then appoint a new officer to fill the vacancy for the remainder of the term of office.

Section 15. Honorary Titles

The board of directors may confer an honorary title on any person who, in the opinion of the board, merits such appointment.

Article V. Indemnification of Directors and Officers

The Association may indemnify its directors, officers and other agents against any expenses, judgment, fines and amounts paid in settlement of any proceedings, civil or criminal, which arose by reason of their relationship to the Association if they were acting in good faith and in what they believed to be the best interests of the Association, or had no reasonable cause to believe the action in question was unlawful. Any indemnification payments shall be specifically authorized by the board of directors. Any potential obligations under this Article may, at the discretion of the board of directors, be funded by insurance.

Article VI. Amendment of Articles of Incorporation

The board of directors may propose one or more amendments to the Articles of Incorporation for submission to the members. Full members may vote at an annual or special meeting, or by ballot provided by mail. The amendment(s) shall be approved by more than two-thirds of all the votes cast. Articles of Amendment will be filed with the State Corporation Commission, as outlined in the Virginia Nonstock Corporation Act, Section 13.1-888.

Article VII. Amendment of Bylaws

The board of directors may amend or repeal the Associationís Bylaws by more than two-thirds of a quorum vote.

Article VIII. Dissolution

Section 1. Dissolution by Directors and Members

The board of directors may propose dissolution for submission to the members. Full Members may vote at an annual or special meeting, or by ballots provided by mail. The proposal to dissolve the corporation must be approved by more than two-thirds of all the votes cast.

Section 2. Articles of Dissolution

Articles of Dissolution will be filed with the State Corporation Commission, as outlined in the Virginia Nonstock Corporation Act, Section 13.1-904.

Section 3. Effects of Dissolution

The Association continues its corporate existence after dissolution, but may not transact any business except that appropriate to terminate and liquidate its business.

Section 4. Distribution of Assets

In the process of dissolution, the assets of the Association shall be applied and distributed as follows:
A. All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefore.
B. Remaining assets, if any, shall be distributed only to tax exempt, nonprofit organizations that exist for the purpose of furthering the security of the United States of America.

Section 5. Articles of Termination

After the corporation has distributed all of its assets, Articles of Termination will be filed with the State Corporation Commission, as outlined in the Virginia Nonstock Corporation Act, Section 13.1-912 .

Article IX. Records and Reports

Section 1. Corporate Records

A. The Association shall keep as permanent records, minutes of all meetings of its members and board of directors, a record of all actions taken by committees or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors, in place of the board of directors, on behalf of the corporation.

B. The Association shall maintain appropriate accounting records.

C. The Association or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class.

D. The Association shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.

E. The Association shall keep a copy of the following records:

   (1) Its Articles of Incorporation and all amendments to them currently in effect.

   (2) Its Bylaws and all amendments to them currently in effect.

   (3) Resolutions adopted by the board of directors creating one or more classes of members, and fixing their relative rights, preferences and limitations.

   (4) The minutes of all membersí meetings, and records of all actions taken by members without a meeting, for the past three (3) years.

   (5) Records of all actions taken by standing committees for the past three (3) years.

   (6) All written communications to members generally within the past three (3) years.

   (7) A list of the names and business addresses of the Associationís directors and officers.

   (8) The Associationís most recent report delivered to the State Corporation Commission.

F. Association members are entitled to inspect and copy any records of the corporation, as outlined in the Virginia Nonstock Corporation Act, Section 13.1-933.

Section 2. Annual Report

The Association shall file an annual report with the State Corporation Commission, as outlined in the Virginia Nonstock Corporation Act, Section 13.1-936. The foregoing Bylaws are hereby adopted by the Board of Directors on this 7th day of January 1994.



 

NOTES:
Includes amendments to Article IV, Sections 6 and 9, adopted by the Board of Directors on September 12, 1994; to Article III, Sections 1 and 5, adopted July 17, 1995; and to Article III, sections 1 and 5; to Article IV, Sections 10, 11, and 12, adopted April 6, 1999; to Article 4, Section 9, adopted September 13, 2000; to Article IV, Section 3H (added) and Section 11, E (added) adopted December 4, 2000; to Section I, adopted September 17, 2001; to Article IV, Section 4B, E, and F adopted February 2, 2001; to Section 10 Paragraph D (added), adopted April 8, 2002; and to Section 12, Paragraph D (added), adopted April 8, 2002); to Section 3, paragraph A and B, Section 12, new paragraph E added, adopted September 17, 2003; Section 3A amended to make board 12 members, Section 3B amended to make newsletter editor a voting board member, Section 10 amended by adding new paragraph E, communications committee job description, and renaming the old paragraph E, F. Section 1. Members; was amended May 15, 2008 to add a new class of membership for Multimedia personnel for a total of five (5); Article IV, Section 3, paragraphs A & B, were amended May 2, 2009, to make the board 13 members; Article IV was amended February 7, 2011 to establish an Annual Meetings Committee; Article IV, Section 8, Action Without a Meeting of the Board of Directors was amended May 8, 2014) Article IV Section 10 and Section 12 was amended September 23, 2015. (Updated 29 September, 2015.)

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