Bylaws of
The
United States Air Force Military Training Instructor Association
Offices
1.01
Principal Office: The Principal Office of the Corporation in the State
of Texas shall be located in the city of San Antonio, County of Bexar. The Corporation may have such
other offices either within or without the State of Texas as the Board of
Directors may determine or as the affairs of the Corporation may require.
1.02 Registered Office and Registered Agent: The
Corporation shall have and continuously maintain in the State of Texas a
registered office, and a registered agent whose office is identical with such
registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need
not be identical with the principal office of the Corporation in the State of
Texas, and the address of the registered office may be changed from time to
time by the Board of Directors.
2.01
Classes of Members: The Corporation shall have four
classes of members. All applicants
for membership must serve honorably and if separated from the service, must
have received an Honorable Discharge.
The designation of such classes and qualification and rights of members
of such classes:
a. Founding Members: Founding
membership is reserved for those individuals who qualify for membership under
these bylaws and join the association between its inception on June 3, 2002 and
December 31, 2002. Founding
Members have voting privileges.
b. Regular Members: Regular
Active Membership will be offered to those individuals who are currently
serving or have served as Air Force Military Training Instructors (MTIs) and
were never permanently removed from the program. Furthermore, if separated or retired, members must have
received an Honorable Discharge.
Regular Members have voting privileges.
c. Life Members: Members who meet
the requirements of Regular Active Membership and have met the established
financial criteria or have been awarded this honor by the Board of the
Directors. Life Members have
voting privileges.
d. Honorary Membership: Certain
individuals may be selected by the Association to be honored with a non-dues
paying membership. Any member may
recommend an individual to the Board of Directors as a nominee to be so
honored. A majority decision by
the Board of Directors is required for passage. Honorary Members do not have voting privileges.
2.02
Eligibility for Membership:
In the absence of contrary
evidence, membership applications shall be assumed to be correct and to prove
eligibility for the class of membership requested unless it is insufficient on
its face.
2.03
Voting Rights: Each member who is entitled to vote may cast one vote
on each matter submitted to a vote of the members. Members unable to attend the annual general membership
meeting my vote electronically on issues presented prior to the annual
meeting. For matters that are
raised at the general membership meeting, electronic voting after the fact is
not permitted.
2.04
Termination of Membership: The Board of Directors by majority affirmative vote of
all members of the board may suspend or expel a member for cause after an
appropriate hearing and may by majority vote of those present at a regularly
constituted meeting, terminate the membership of any member who becomes
ineligible for membership.
2.05
Resignation: Any member may resign by filing a written resignation
to the Board of Directors, but said resignation will not relieve the member of
the obligation to pay any dues, assessments or other charges therefore accrued
or unpaid.
2.06
Reinstatement: Upon written request signed by a former member and
filed with the Board of Directors may, by the affirmative majority vote of the
members of the Board, reinstate such former member to membership on such terms
as the Board may deem appropriate.
2.07
Transfer of Membership: Membership in the Corporation is not transferable or
assignable.
3.01
Annual Meeting: An Annual meeting of the membership shall be held each
year for the purpose of electing Directors and for the transaction of other
business as may come before the meeting.
3.02
Place of Meeting: The place of the annual meeting will be established
and announced to the membership at such time to allow for ample scheduling and
preparation by the membership.
3.03
Special Meeting: Special Meetings of the members may
be called by the Board of Directors or upon the direction of the President of
the Board of Directors.
3.04
Notice of Meetings: Advance written or printed notice
stating the day, place and hour of any meeting of the members shall be
delivered either personally or by mail/electronic mail to each member entitled
to vote. In the alternative, notice
of meetings may be posted on the official Corporation website.
3.05
Quorum: The presence at meeting of one
percent (1%) of the members eligible to cast a vote shall constitute a quorum
at such meeting. If a quorum is
not present at any meeting of members, a majority of the members present may
adjourn the meeting from time to time without further notice.
Powers, Composition, and Procedures of the Board of
Directors
4.01
General Powers: The property, business and the
affairs of the Association shall be managed and controlled by its Board of
Directors. Directors need not be
residents of Texas. The Board
shall have the power to remove from office Directors for cause; to elect
replacement Directors of the Association until the next annual meeting, upon
removal, resignation, death or inability/unwillingness to serve of any
Director; to create or abolish any such offices as the board may deem
advisable; to create salaries or other forms of compensation, if any, of all
officers and directors. In short,
the Board of Directors shall have authority to exercise all powers of the
Association which are not reserved to the members by statute, these bylaws, or
the Articles of Incorporation.
4.02
Board of Directors Composition:
The Board of Directors of the
Corporation shall consist of the following positions:
a. President;
b. One or more Vice Presidents;
c. Secretary;
d. Treasurer;
e. Superintendent of Air Force Basic
Military Training.
With
the exception of the BMT Superintendent who serves based on his or her
assignment to the position, each of these positions will be manned by eligible
Association members who have been voted into such position by a majority vote
of the members of the Corporation.
Additional directors may be elected in accordance with this
article. The Board of Directors
may elect or appoint other such directors as deemed desirable who shall have
the authority to perform their prescribed duties. These additional electees or appointees shall have equal voting
power with other Board of Directors.
4.03
Regular Meetings: An annual meeting of the Board of Directors shall be
held in conjunction with the annual meeting of the membership. The Annual Meeting of the Board of
Directors may be held without notice other than this bylaw. Directors are required to attend all
Board Meetings unless specifically excused. Electronic/Telephonic conferences may be held in lieu of an
actual physical meeting.
4.04
Special Meetings: Special meetings of the Board of Directors may be
called. The person/persons
authorized to call special meeting of the Board may fix any place, either
within or without the State of Texas, as the place for holding any special
meetings of the Board.
4.05
Notice of Special Meetings:
Notice of any special meeting
of the Board of Directors shall be given by mail/electronic mail to each
Director with ample time given to provide for preparation/scheduling
needs. Any Directory may waive
notice of any meeting.
4.06
Compensation: Directors shall not receive any stated salaries for
their service, but a fixed sum of expenses of attendance may be allowed for
attendance at each Regular or Special meeting of the Board.
4.07
Informed Action by Directors:
Any action required by law to
be taken at a meeting of the Directors may be taken without a meeting if
consent in writing setting forth the action is signed by all Directors.
4.08
Quorum: At all meetings of the Board, except as otherwise
provided by law, these bylaws or the Articles of Incorporation, five (5)
Directors shall constitute a quorum, and the act of three (3) of the Directors
present at any meeting at which there is a quorum shall constitute the act of
the Board except when four (4) or more Directors would be required to constitute
a simple majority. If at any
meeting of the Board there is less than a quorum present, a majority of these
present may adjourn the meeting without further notice.
Election of Board of Directors
5.01
Election: Directors shall be nominated and
elected by the voting membership by majority vote. In order to be eligible to serve as a Director, a
nominated individual must be eligible to be a member of the Corporation and be
a member in good standing (i.e., dues paid up). Each Director shall hold office until a successor has been
elected.
5.02
Removal: The Board of Directors shall have complete authority
to declare vacant the Directorship of any Director for cause. Any member of the Board may be removed
by a petition signed by a majority of the voting members of the
association. The Director
suspended will maintain such status until the next annual meeting where the
case will be placed before the membership for determination and upon majority
vote of the members present the Director shall be removed from the Board.
5.03
Resignation: Any Director may resign at any time giving written
notice to the President of the Board of Directors.
5.04 Vacancies:
The Board of Directors will
fill any vacancy occurring in the Board of Directors. A director elected to fill a vacancy shall be elected for
the unexpired term of his/her predecessorŐs office.
5.05
President: The President of the Board of
Directors shall be the principal executive officer and shall in general
supervise and control all of the business and affairs of the Corporation. The term of office for the President
shall be two years.
5.06
Vice President: The Vice President or Vice
Presidents in order of election, in the absence of the President or in the
event of the PresidentŐs inability or refusal to act, shall perform the duties
of the President and who so acting shall have all the powers of and be subject
to all restrictions inherent upon the President. The term of the Vice President shall be two years.
5.07
Treasurer: The Treasurer shall be responsible
for all funds, accounts, drafts, checks and deposits of the Association. The Treasurer shall faithfully and
honestly discharge his/her duties assigned by the President of the Board of
Directors. The Treasurer shall
ensure that an annual financial report is prepared for presentation to the
membership; provide for an annual audit of the Associations books and conduct
all financial business of the Association/Membership under the supervision and
approval of the Board of Directors and the Membership. The term of the Treasurer shall be two
years.
5.08
Secretary: The Secretary shall keep the
minutes of the meetings of the members and the Board of Directors; report the
minutes at the next meeting of the membership/Board of Directors, assist the
other Directors or Agents as needed and perform any other duties which may be
assigned. The term of the
Treasurer shall be two years.
5.09
Assistant Treasurer/Secretary:
Assistant
Treasurers/Assistant Secretaries in general shall perform such duties as
assigned by the Treasurer or Secretary or by the President of the Board of
Directors. The term of individuals
serving in these positions shall be two years.
5.10 Senior
Advisor: The Senior Advisor will be the immediate
past President. He or she will
serve as an advisor to the Board of Directors, but does not possess voting
privileges. If the most immediate
past President does not desire to serve in this capacity, the most recent
President willing to serve shall fill this position.
Article VI
Executive Director
6.01 Executive
Director: The Corporation reserves the right
to appoint an Executive Director.
If appointed, the Executive Director would manage the day-to-day affairs
of the Corporation. This person
may or may not receive compensation.
If salaried, the salary shall be determined by the Board of
Directors. The appointment of an
Executive Director would be by the majority vote of the Board of
Directors. There is no restriction
to the time an Executive Director can serve. If appointed, the Executive Director must be a member of the
Association.
6.02 Responsibilities: The Executive Director shall provide a complete accounting
of all funds, maintain membership rolls, maintain minutes of all meetings,
provide a detailed financial statement for distribution at the annual meeting
of the general membership, and perform such other duties as the Board of
Directors shall assign.
6.03 Right of Removal: The Board of Directors may remove, by majority vote, the
Executive Director at any
time and for any reason.
Article VII
Committees
7.01
Committees: The Board of Directors, by majority
vote, may establish committees as it deems appropriate.
7.02
Rules: Each committee may adopt rules for
its own government not inconsistent with these bylaws or with rules adopted by
the Board of Directors.
7.03
Quorum: Unless otherwise provided in the
resolution of the Board of Directors designating a committee, a majority of the
whole committee shall constitute a quorum and the act of a majority of the
members present at a meeting at which a quorum is present shall be the act of
the committee.
Article VIII
Contracts, Checks and Drafts, Deposits and Gifts
8.01
Contracts: The Board of Directors may
authorize any officers, agent or agents of the Corporation, in addition to the
officers so authorized by these bylaws, to enter into any contract or execute
and deliver any instrument in the name of an on behalf of the Corporation. Such authority may be general or
confined to specific instances.
8.02
Checks and Drafts: All checks, drafts, or orders for
the payment of money, notes, or other evidence of indebtedness issued in the
name of the Corporation shall be signed by such officer or officers, agent or
agents of the Corporation and in such manner as shall from time to time be
determined by resolution of the Board of Directors. In the absence of such determination by the Board of
Directors, such instrument shall be signed by the Executive Director, the
Treasurer or an Assistant Treasurer and countersigned by the President or a
Vice-President of the Corporation.
8.03
Deposits: All funds of the Corporation shall
be deposited from time to time to the credit of the Corporation in such banks,
trust companies, or other depositories as the Board of Directors may select.
8.04
Gifts: The Board of Directors may accept
on behalf of the Corporation any contribution, gift, bequest, or device for the
general purpose or for any special purpose of the Corporation.
Article IX
Books and Records
9.01
Books and Records: The Corporation shall keep correct
and complete books and records of account and shall keep minutes of the
proceedings of its Members and Board of Directors meetings. A current copy of these books/records
shall be maintained at the Registered or Principal office. All books and records may be inspected
by any member or their named agent for specific purpose at any reasonable time.
Article X
Fiscal year
10.01
Fiscal Year: The fiscal year of the Corporation
shall begin the first day of January and end the last day of December each
year.
Article XI
Dues
11.01
Annual Dues: The
Board of Directors may determine from time to time the amount of annual dues
payable to the Corporation by members of each class.
11.02
Payment of Dues: Dues shall be payable in advance
upon application for membership and shall become due each year thereafter on
the anniversary of membership.
11.03
Default and Termination of Membership: When
any member may be in default in the payment of dues for a period of 90 days
from the day such dues becomes payable, his/her membership may be terminated.
Article XII
Dissolution
12.01
Dissolution: The Board of Directors may adopt a
resolution recommending that the Corporation be disbanded and directing that
the question of such dissolution be submitted to a vote at a meeting of members
having voting rights. A resolution
to dissolve the Corporation shall be adopted upon receiving a majority vote of
eligible voting membership.
Article XIII
Amendments to Bylaws
13.01
Amendments to Bylaws: The bylaws may be amended, altered
or appealed and new bylaws may be adopted by a majority vote of the general
membership at any regular meeting.
Proposed amendments must be made available to the general membership at
least 30 days prior to its consideration.
Availability of proposed amendments may be made by regular mail,
electronic mail, posting on the Corporation website, or any other method that
ensures the membership as a whole has access to the proposed amendment. If there is any question as to whether
or not proposed amendments have reached the membership, the majority vote of
the Board of Directors shall control.