BYLAWS OF
ASSOCIATION OF NAVAL AVIATION
DESERT STORM SQUADRON
A California Nonprofit Public Benefit Corporation
ARTICLE 1. OFFICES
PRINCIPAL OFFICE OF THE CORPORATION
The name of this corporation is Association of Naval Aviation, Desert Storm Squadron. It is a California nonprofit public benefit corporation with principal offices in the Coachella Valley, California and a mailing address of: P.O. Box 3305, Palm Springs, Riverside County California, 92263.
ARTICLE 2. PURPOSE
This corporation is not organized for the private gain of any person but is organized under the California Nonprofit Public Benefit Corporation Law for public and charitable purposes. The specific purposes of this corporation are to continue recognition and promotion of the United States Navy, United States Marine Corps and United States Coast Guard commands, to provide specific recognition to members of those commands, to engage in opportunities to enjoy both ship-board and land based military activities, and to encourage particularly high school aged youth of our Coachella Valley communities through their R.O.T.C. programs to learn more about the branches we support.
ARTICLE 3. MEMBERSHIP
Section 3.1. Members. The members of this corporation shall consist of past members of the Armed Forces of the United States, their spouses, widows or widowers and others as may from time to time, be accepted into membership by the Board of Directors so long as they love and support the United States of America and support the armed forces of this country. Members shall have complied with the requirements as set forth in Section 3.2 of this Article. They shall have presented themselves for membership in accordance with the procedures determined by the Board of Directors and shall have been enrolled as members on the membership roster. No person may hold more than one membership and shall be entitled to no more than one vote at members meetings. Membership shall not be assignable.
Section 3.2. Requirements for Membership. To be and remain a member, an individual must pay annual dues and assessments, and is encouraged to participate in the activities of the organization. Members must comply with all organization principles and rules of operation.
Section 3.3. Removal of Members. Membership shall cease in the event of any of the following:
a) The death of the member or resignation.
b) Failure of the member to pay his/her dues within sixty (60) days of billing.
c) The action of any member which may bring discredit upon the organization.
Section 3.4. Place of Meetings. Any meeting, whether regular or special, may be held at any place within the Coachella Valley which has been designated by the Board of Directors.
Section 3.5. Regular Annual Business Meeting. Shall be held at a place selected by the Board of Directors on or about the first week of December at a time and place determined by the Board of Directors. Notice will be given the membership in writing at least thirty (30) days in advance of this meeting to ensure maximum attendance. At the regular annual business meeting, members may consider reports of the affairs of the corporation and transact other business as may be presented, including but not limited to the election of Directors to serve for the ensuing year.
Section 3.6. Special Meetings. May be called at any time by order of the Commanding Officer or a majority of the Board of Directors. Members shall receive a minimum of ten (10) days advance notice by mail, including date, time, place and nature of such meeting or by phone, e-mail or facsimile.
Section 3.7. Quorum. At all member meetings, the presence in person or by proxy of a majority of members or a majority of those present shall constitute a quorum for the transaction of business.
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Section 3.8. Adjournments. Business which might be done at a regular member meeting may be done at a special or an adjourned meeting. If no quorum is present, the meeting may be adjourned by those present to such date and time as will allow a quorum.
Section 3.9. Absentee Ballots/Proxy. May be offered by members in good standing who are unable to attend regular or special meetings so long as they are received within five (5) working days of the date of the meeting. Either ballot or proxy must be signed by the member and dated.
ARTICLE 4. DIRECTORS
Section 4.1. Powers. All activities and affairs of the corporation shall be under the direction of the Board of Directors who shall have the following powers in addition to any other powers indicated in these Bylaws:
a) To select and remove all officers, agents and employees of the corporation, prescribe duties for them, fix terms of their offices and such other relevant management duties as may apply.
b) Make disbursements from corporate assets and generally conduct, manage and control the activities and affairs of
the corporation and to make such rules and regulations not inconsistent with law. the Articles of Incorporation or these Bylaws as they deem best.
c) To adopt, make and use a corporate seal and to alter the form of such seal from time to time as may be deemed in
the best interest of the corporation.
d) To borrow money and incur indebtedness for the purposes of managing the corporation and to cause to be executed
and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecation or other evidences of debt and securities thereof.
e) To the extent permitted by the exempt status of the corporation, to carry on business at a profit and apply any profit that results to any activity in which it may be legally engaged.
Section 4.2. Number of Directors. The authorized number of Directors in addition to the Officers shall be up to seven (7) unless changed by amendment to these Bylaws. The number of Directors may be changed by the vote or written assent of a majority of a quorum at a regular meeting of the Board of Directors.
Section 4.3. Selection and Tenure. Each Director shall serve a term of two years or until a successor has been deemed qualified and elected. If an annual meeting is not held, or the Directors are not elected at an annual meeting, the Directors may be elected at any special meeting of members held for that purpose.
Section 4.4. Qualifications. Each Director must be a voting member, shall be in good standing and must embrace the purposes of the organization.
Section 4.5. Vacancies. Any Director may resign by presenting written notice to the Chairman of the Board, Commanding Officer or Secretary. If the resignation is to be effective at a future time, a successor may be selected prior to that time and will take office when the resignation becomes effective. Each Director selected shall hold office until the term of the replaced Director is completed. Vacancies should be filled in the same manner as the replaced Director was selected or by a majority of the remaining Directors. A vacancy shall be deemed to exist in case of the death, resignation or removal of any Director, or if the authorized number of Directors is increased, or if the Director has been legally declared of unsound mind or by other appropriate court mandate. No reduction of the authorized number of Directors shall have the effect of removing any Director prior to the expiration of his/her term in office.
Section 4.6. Removal of Directors. A Director may be removed from office for the following reasons:
a) The Director missed three or more consecutive Board meetings in a calendar year without cause.
b) A conflict of interest is found to exist between the Director and the corporation.
c) The Director is found to have engaged in activities that are directly contrary to the interest of the corporation.
d) The Director is found to have misrepresented the corporation and its policies to outside third parties, whether
willful or not.
e) A majority of Directors who meet the qualifications established in Section 4.4 determine that the Director has not
continued to meet these qualifications.
Before any removal action, the said Director(s) must be advised of the allegation and the basis for the allegation and will be given an opportunity to present any contrary evidence or explanation he/she may have to the Board. Removal may be by a majority vote of all Directors.
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Section 4.7. Place of Meetings. Any meeting may be held at any location within the Coachella Valley which has been designated for this purpose by the Board of Directors.
Section 4.8. Regular Meetings. Regular meetings of the Board of Directors shall be held on the first Tuesday of every other month following the annual meeting or more frequently as determined by the Board of Directors at such time or place as may be acceptable. The meeting date may be changed by unanimous vote of the Board of Directors.
Section 4.9. Special Meetings. Special meetings of the Board of Directors may be called at any time by order of the Commanding Officer or a majority of Directors.
Section 4.10. Notice of Special Meetings. Special Board meetings may be held with four (4) days notice by first class mail or a 48-hour notice given personally, by telephone, FAX or E-mail.
Section 4.11. Quorum. Except as otherwise provided by these Bylaws, a majority of the authorized number of Directors shall constitute a quorum except when a vacancy or vacancies prevents a majority, whereupon a majority of Directors in offices shall constitute a quorum.
Section 4.12. Adjournment. A majority of Directors present, whether or not a quorum is present, may adjourn any Director's meeting to another time and place., If the meeting is adjourned for more than 24 hours, reasonable notice of the time and place of the new meeting shall be given prior to the meeting to Directors who were not present at the time of adjournment.
Section 4.13. Rights of Inspection. Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of every kind and to inspect the physical properties of the corporation of which the person is a Director, for any purpose reasonably related to the person's interest as a Director.
Section 4.14. Committees. The Board of Directors may authorize any number of committees for the purpose of carrying out the business of the Corporation. Each committee shall be under the direct supervision of a member of the Board and shall be approved by the Board of Directors before they are empowered. In their activities, the committees may not commit the Board or organization to any expenditure or promise of payment nor shall they act in any way, contrary to the stated purposes of the organization. No member of any committee shall receive monetary compensation for their service unless specifically authorized by the Board.
ARTICLE 5. OFFICERS
Section 5.1. Officers. The officers of the corporation shall be a Chairperson of the Board, a Commanding Officer, Executive Officer, Secretary and Treasurer. The corporation may also have, at the discretion of the Board of Directors, one or more Vice Presidents and such other members as may best serve the purposes of the organization. No person shall hold more than one office an any one time.
Section 5.2. Election. The officers of the corporation except such officers as may be appointed in accordance with the provisions of Section 5.3 or Section 5.6 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board of Directors, subject to the rights, if any, of an office under any contract of employment. Each officer shall hold his/her office until he/she resigns, is removed or becomes otherwise disqualified to serve or until his/her successor is qualified and elected.
Section 5.3. Removal and Resignation. Any officer may be removed, either with or without cause, by a majority of the Directors at any regular or special meeting of the Board. Any officer may resign at any time without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party, by giving written notice to the Commanding Officer or the Secretary of the corporation. The resignation shall take effect at the date of the receipt of the notice or any later time specific in the notice, and unless otherwise specified in the notice, the acceptance of the resignation shall not be necessary to make it effective.
Section 5.4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in the Bylaws for regular election or appointment to the office, provided that the vacancies shall be filled as they occur and not on any annual basis.
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Section 5.5. Inability to Act. In the case of absence or inability to act of any officer of the corporation and of any person herein authorized to act in his/her place, the Board of Directors may from time to time delegate the powers or duties of the officer to any other officer or any director or other person whom the Board may elect.
Section 5.6. Chairman of the Board. The immediate Past Commanding Officer shall generally become the Chairman and may preside at the pleasure of the Commanding Officer at meetings of the Board of Directors and exercise and perform other duties as may from time to time be assigned him/her by the Commanding Officer or Board of Directors or as may be prescribed by the Bylaws. The Chairman, based on his/her experience in office and in the corporation, shall primarily be involved in advising and counseling the Commanding Officer and the Board of Directors and such other relevant duties as may be requested by the Commanding Officer.
Section 5.7. Commanding Officer. The Commanding Officer shall be President. He/she shall be the Chief Executive Officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the activities and Officers of the corporation. The Commanding Officer shall preside at all meetings of the Board of Directors. In his absence the Executive Officer as Vice President shall assume the duties unless the President shall designate otherwise. The Commanding Officer shall be an ex-officio member of all standing committees including the Executive Committee, if any, and shall have the general powers and duties of management usually vested in the office of a President of a corporation, and shall have other powers and duties as may be prescribed by the Board of Directors or the Bylaws.
Section 5.8. Executive Officer. The Executive Officer shall be the Executive Vice President. In the absence or disability of the Commanding Officer, the Executive Officer shall perform all duties of the Commanding Officer and when so acting, shall have all the powers of, and be subject to, all the restrictions of the Commanding Officer. The Executive Officer shall have other powers and perform other duties as from time to time may be prescribed by the Commanding Officer, the Board of Directors and the Bylaws.
Section 5.9. Secretary. The Administrative Officer shall be the Secretary. The Board of Directors may appoint an Assistant Secretary who shall perform the duties of the Secretary if he/she is not able to perform those duties or otherwise shall assist as directed by the Secretary or Board of Directors. The Secretary shall be charged with the following duties:
a) Keep a book of minutes at the principal office or such other place as the Board of Directors may authorize, of all
meetings of the members and the Board and its committees, with the time and place of the meetings, the names
present and the proceedings.
b) Keep, at the principal office, the original and copy of the corporations Article and Bylaws.
c) Give notice of all meetings of the Board and committees, shall keep the seal of the corporation in safe custody and
have other powers and duties as prescribed by the Board of Directors.
d) Keep an updated membership roster including addresses, telephone numbers and other pertinent date relative to the
members.
Section 5.10 Treasurer. The Chief Financial Officer shall be the Treasurer. He/she shall maintain adequate and correct accounts of the properties and business transaction of the corporation. The books of account shall at all reasonable times be open to inspection by any Director. The Board of Directors may appoint an Assistant Treasurer who shall perform the duties of the Treasurer if he/she is unable to perform those duties or otherwise shall assist as directed by the Board of Directors. The Treasurer shall be charged with the following duties:
a) Deposit all monies and other valuables in the name and credit of the corporation with such depositories as may
be designated by the Board of Directors.
b) He/she shall disburse funds of the corporation as ordered by the Board of Directors and shall handle any other duties as may be relevant to the position and prescribed by the Board of Directors.
Section 5.11 Executive Committee. The Chairman of the Board, Commanding Officer and Executive Officer shall comprise the Executive Committee. They shall act as a "steering group" to keep the organization in focus and to facilitate deliberations and decision by the Board of Directors. They shall meet periodically as deemed necessary and at such place as best suits their efforts.
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ARTICLE 6. OTHER PROVISIONS
Section 6.1. Endorsement of Documents. Any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing, and any assignment of endorsement thereof, executed or entered into between the corporation and any other persons, when signed by the Commanding Officer, Secretary or Treasurer, shall be valid and
binding upon this corporation.
Section 6.2. Amendments. These Bylaws may be amended from time to time by a unanimous vote of the Board of Directors in the exercise of the power granted to the Board in these Bylaws.
ARTICLE 7. INDEMNIFICATION
Section 7.1. Definitions. Any Director, Officer or other agent of this corporation which is or was serving at the request of the corporation may be indemnified by the corporation.
Section 7.2 Indemnification. This corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party to any proceeding brought by the Attorney General of the State of California or a person granted status by the Attorney General for any breach of duty relating to assets held in charitable trust or for the general conduct of the corporation under the laws of the State of California if that Director, Officer or agent had no reasonable cause to believe his/her conduct was unlawful.
Section 7.3. Indemnification Against Expenses. To the extend that a Director, Officer or agent of this corporation has been successful on the merits in defense of any proceeding indicated in Section 7.2 of this Article in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.
Section 7.4. Insurance. The corporation shall have the power to purchase and maintain insurance on behalf of the corporation or its Directors, Officers, agents and members against any liability asserted against or incurred by any officer, director or the corporation.
ARTICLE 8. RECEIPT, INVESTMENT/DISBURSEMENT OF FUNDS
Section 8.1. While the corporation may receive monies, other properties and the like under the Articles of Incorporation of these Bylaws, nothing herein shall require the Board of Directors to accept or receive any money or property of any kind if it shall determine in its discretion that receipt of the money or property is contrary to the expressed purposed of the corporation.
Section 8.2. No disbursement of corporate funds of more than $100 shall be made until first approved by the Board of Directors.
Section 8.3. All checks, drafts, demands for money and notes of the corporation and all written contract of the corporation shall be signed by an officer or officers, agent or agents, as the Board of Directors may from time to time by resolution designate.
ARTICLE 9. DISSOLUTION
On dissolution of this corporation, the Board of Directors shall cause the corporation's assets to be distributed to another corporation with purposes similar to that identified in the Articles of Incorporation and Article 2 of these Bylaws.
CERTIFICATE OF SECRETARY
I, the undersigned, being Secretary of the Association of Naval Aviation, Desert Storm Squadron, hereby certify that the above amended Bylaws consisting of five pages were adopted as the Bylaws of this corporation pursuant to a unanimous vote of the Board of Directors at a regularly call meeting, effective (insert date here). These Bylaws are, as of the date of this certification, the duly adopted and existing Bylaws of this corporation.
IN WITNESS WHEREOF, I have set my hand this ___ day of ____ 2011
