Air Force Historical Foundation Bylaws

Posted: January 31, 2014

ARTICLE 1

NAME AND MISSION

The name of this non-profit corporation is the Air Force Historical Foundation.  It is hereinafter referred to in these By-Laws as the Foundation.

The Air Force Historical Foundation is dedicated to promoting the preservation and appreciation of the history of the USAF and its predecessors.  The Foundation seeks to inform and inspire the men and women who are, or have been, affiliated with the Air Force and the general public, particularly those with an interest in national security, about the dynamic heritage of air and space power and its relevance to contemporary and future issues.

ARTICLE II

MEMBERS

  1.  Classes.  There shall be three classes of membership:
    1. Regular – defined as those members who pay dues on an annual basis.  This category of membership is open to anyone and entitles the member to a vote in matters submitted to the membership by the Board of Directors.
    2. Life – defined as those members who have paid dues determined by the
      Foundation to be sufficient to warrant no further payments of dues for the member’s lifetime.  This category of membership is open to anyone and entitles the member to a vote in matters submitted to the membership by the Board of Directors.
    3. Honorary – defined as any person elected by the Board of Directors for special achievement or extraordinary service to the Foundation.  No dues will be required of an honorary member, and the conferring does not include the privilege of a vote.
  2. Applications.  Any individual desiring to become a member of the Foundation shall apply to do so, on forms to be approved and supplied by the Board of Directors for that purpose.  Applications must be accompanied by the dues required for the first year of membership or those required for life membership, as established by the Board of Directors under the authority of section 5 of this Article.
  3. Dues.  The Board of Directors shall establish, and may change from time to time, the amounts of dues required to be paid by members. Members whose dues are more than 120 days in arrears after reasonable appeals to renew shall be terminated as members.
  4.  Meetings.
    1. Annual meeting.  There shall be an annual meeting of the membership of the Foundation, to be held at a time and place to be determined by the Board of Directors, for the election of directors, review of the financial status of the Foundation, presentation of the Chairman’s “State of the Foundation” message, and such other business as may properly come before the meeting.
    2. Special meetings.  A special meeting of the members shall be held upon the call of the Board of Directors or a majority of the members, at the time and place stated in the call.
    3. Notice.  The Secretary (or other person or persons calling the meeting) of the Foundation shall notify all members of the Foundation of the annual meeting by first-class mail or email not less than fifteen (15) days before the date of the meeting.  In the case of a special meeting, should attendance of the membership be deemed appropriate by the Board, the same notification procedures will be followed, and the notice shall state the purpose or purposes for which the meeting is called.
  5. Termination of Membership.
    1. General rule.  Membership in the Foundation shall terminate upon the resignation of a member, for failure to pay dues, or as a result of expulsion from membership by 2/3 vote of the Board of Directors for conduct or an act injurious to the Foundation.
    2. Forfeiture.  Upon resignation or expulsion from the Foundation, any and all rights and privileges of membership, and any interest in the property or other assets of the Foundation, shall be forfeited.

ARTICLE III

BOARD OF DIRECTORS

  1. Responsibility and Authority.  The Board of Directors shall have complete responsibility and authority to direct the affairs of the organization, including strategic planning, financial matters, operational direction, compliance with applicable laws and rules, and approving positions and compensation for paid staff.
  2. Number.  The number of Directors shall be between twelve and eighteen, except for the unanticipated vacancies caused by resignation, illness, or death. The desired composition of the Board is as follows:
    1.  Seven members with less than 10 years of retirement from the Air Force.
    2. Seven members with more than 10 years of retirement from the Air Force.
    3. Of the fourteen Directors in the previous two considerations, at least two should be enlisted and at least two each should come from the Air Force Reserve and Air National
    4. Guard respectively.
    5. At least three active duty or reserve component members, at least one of whom should be enlisted and at least one a general officer.  Reserve component and enlisted members elected under this requirement may also satisfy the requirement in 2.C. above.
    6. Candidates without careers in the uniformed Air Force, particularly federal civilian employees of the Air Force, may occupy up to three seats on the board without regard to active/retired status.
  3. Election.   Candidates for the Board may be suggested by any member, but a Nominating Committee of at least three members not currently serving on the Board, chosen by the Chairman of the Board, will be responsible for nominating a slate for each election.  The slate of nominees submitted by the Nominating Committee and any nominees from the floor will be considered and voted on by members voting in person or by proxy at the annual meeting of members.  A majority of those voting will constitute election. The Nominating Committee will attempt to meet the desired Board composition, but, in the process, will not ignore nominating well qualified candidates strictly due to the composition guidelines.
  4. Terms.  A board member will be elected to serve a three year term, with the possibility of reelection for one additional three year term.  A departing director will be eligible to serve on the Board again after a three year interval.
  5. Resignation.  Any Director may resign at any time by giving written notice to the Chairman.  Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the Board of Directors.
  6.  Removal.  The vote of a majority of the number of the Directors established by these By-Laws shall be required to remove a Director from office prior to the expiration of the term for which that Director has been elected.
  7. Vacancies.  Vacancies among the Directors, whether caused by resignation, death, expulsion, or removal shall be filled by majority decision of the Executive Committee for the unexpired term, using the Board Composition guidelines as noted above.  This Director shall be a member and will be eligible to serve two full elected terms after the unexpired term ends.
  8. Meetings.
    1. The Board will meet at least twice a year, one meeting of which will be an annual membership meeting open to all members (See II.4.A.above).  The Board of Directors shall provide by resolution the time and place for the holding of the annual meeting of the Board, and any other meetings of the Board.
    2. Special meetings of the Board of Directors may be called by the Chairman or by a majority of the voting Directors then in office.
  9.  Notice.  Notice of any annual meeting of the Board of Directors shall be given at least fifteen days previous thereto by written notice delivered personally or sent by postal mail or email. Should it be deemed that Foundation membership attendance is required at a special meeting, similar notice will be given. For other special Board meetings, when only Board membership is required, seven days notice will be given.
  10. Quorum.  The presence of a majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.  Directors may attend a meeting by telephonic or other means of communications such that all persons participating in the meeting can hear each other.
  11. Manner of Acting.  The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these By-Laws.
  12. Informal Action.  Any action required by law to be taken at a meeting of Directors, or any action that may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
  13. Compensation.  Directors shall not receive any stated salaries or other compensation for their services unless approved in advance by the Board of Directors.
  14. Liaison.  The Director, Air Force History and Museums Policies and Programs (AF/HO), having been approved for this role by the Secretary of the Air Force, will act as Liaison to the Air Force Historical Foundation, and will be invited to attend all meetings of the Board of Directors.

ARTICLE IV

OFFICERS

  1. Officers.  The officers of the Foundation shall be a President/Chairman, Secretary, Treasurer, 1st Vice Chairman, 2nd Vice Chairman, Publisher, and Executive Director, and such other officers as may be elected by a majority vote of the Board of Directors.  With the exception of the Executive Director, who will be a member ex officio, all officers will be elected members of the Board of Directors.
  2.  Selection.  The President/Chairman of the Board, 1st Vice Chairman, and 2nd Vice Chairman, and Treasurer shall serve three year terms coincident with their three year Board term.  If elected in the first term, he or she will be eligible to serve a second term if reelected to the Board.  The Executive Director and Publisher will be elected by the Board after nomination by the Executive Committee and will serve as long as mutually agreed.  The Executive Committee will nominate Board Members for their respective Officer positions, and they shall be elected by the Board at the annual membership meeting.  New offices may be created and filled at any meeting of the Board of Directors.
  3. Removal.   Any officer, except the President/Chairman, elected or appointed by the Board of Directors may be removed by the Board whenever in its judgment the best interests of the Foundation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.  The President/Chairman shall be removed only upon a two-thirds vote of the Directors.
  4. Vacancy. A vacancy in any office because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
  5. President/Chairman of the Board.  The President/Chairman of the Board shall be the principal officer of the Foundation and shall exercise general supervision over the affairs of the Foundation, its officers, and personnel, consistent with policies established by the Board of Directors.  This officer, in his or her capacity as President, will be responsible for supervising and guiding the Executive Director and staff, and will be responsible for leading the Board of Directors in his or her capacity as Chairman.  The President/Chairman of the Board may sign any deeds, mortgages, bonds, contracts, or other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the Foundation; and in general shall perform all duties incident to the office of the President/Chairman of the Board and such other duties as may be prescribed by the Board of Directors.  The President/Chairman of the Board may authorize and approve expenditures and take such other steps he or she shall deem necessary to advance the purposes of the Foundation, provided such steps do not exceed the scope of authority granted him by the Board of Directors.
  6. Treasurer.  The Treasurer shall oversee the Executive Director in his or her responsibilities for management of all funds and securities of the corporation, including the preparation and execution of the budget, administration of the Foundation’s financial records, assuring an annual audit is performed, and compliance with statutory requirements.  If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine.
  7. 1st Vice Chairman.  The 1st Vice Chairman shall perform such duties as may be assigned by the Chairman or the Board of Directors.
  8. 2nd Vice Chairman.  The 2nd Vice Chairman shall perform such duties as may be assigned by the Chairman or the Board of Directors.
  9. Publisher.  The Publisher will act as the advisor to the editor and will provide support to the editor of the magazine as required.
  10. Executive Director.
    1. The Executive Director will be the senior administrator, responsible for the day-to-day operation of the Foundation in accordance with the instructions of the Board, Executive Committee, and President as appropriate.  This will be a full time, paid position reporting on a routine basis to the President.
    2. If so approved, the Executive Director may hire additional help in his work, in which case the Executive Director is responsible for the description of the work required and the supervision of the staff.
    3. The Executive Director also acts as Secretary to the Board, responsible for keeping the Board informed, preparing materials for Board and committee meetings, composing minutes of such meetings, and reporting on actions taken in response to Board and committee direction.
    4. Among his or her duties are those involving the Foundation’s finances, such as preparing and executing an annual budget, receiving and giving receipts for monies due and payable to the Foundation from any source whatsoever and depositing all such monies in the name of the Foundation in such banks, trust companies, or other depositories as may be approved by the Board of Directors, administering the Foundation’s financial records, arranging an annual audit and complying with the auditor’s requirements, complying with statutory reporting requirements, tax returns, and tax payments, and any other duties consistent with sound financial management of the Foundation.

ARTICLE V

COMMITTEES

  1. Authority.  The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more standing committees of its members.
  2. Committees.  The Board will have seven standing committees. With the exception of the Executive Committee, each will made up of at least two members. The responsibility and authority of the standing committees will be subject to the approval of a majority of the Board of Directors meeting under Article III:
    1. Executive – responsible for strategic planning and oversight of the Foundation when it is not necessary or feasible to call a meeting of the Board.
    2. Membership – responsible for the conditions of membership, including dues, and for increasing the numbers of members.
    3. Development – responsible for acquiring the funds to execute the strategic plan and provide for the long-term financial health of the Foundation.
    4. Finance – responsible for approving the annual budget submission to the Board, for oversight of the budget execution, and for oversight and evaluation of the Foundation’s investment strategy.
    5. Technology – responsible for recommending and overseeing the acquisition of technology that permits the execution of the strategic plan.
    6. Services – responsible for those functions of the Foundation which interface with its members, the public, and other organizations; for oversight of the production of the magazine and books; and for recommending and evaluating services .
    7. Awards – Responsible for managing the awards process, including nomination of award candidates.
  3.  Committee Members.  The Chairman will assign members of the Board as chairs of the standing committees.  Though the chair of all standing committees must be a member of the Board of Directors, the Chairman may appoint other members of the Foundation to these committees, so as to acquaint these individuals with Board proceedings and prepare them for possible future election to the Board or to take advantage of special skills or knowledge. The Chairman may also form ad hoc committees as he/she deems necessary, and may determine the composition and mission of those committees.
  4. Executive Committee.  The Executive Committee will be made up of the Chairman and the chairs of the other standing committees, and others as appointed by the Chairman.  The Executive Committee will be responsible for recommending the strategic direction of the Foundation to the Board, nominating to the Board, and evaluating the performance of the Executive Director, approving projects involving major expense, selecting a member to fill an unexpired Board member’s term, nominating Board members for Officer Positions, and conducting any Board business that cannot wait for a meeting of the full Board.  The Executive Committee will meet normally before each Board meeting to prepare an agenda and as required otherwise.
  5. Vacancies.  Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
  6. Manner of Acting.  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.  Each committee may adopt rules for its own governance not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

ARTICLE VI

ASSOCIATE GROUPS

The Foundation will recognize two special groups:

  1. Advisory Council
    1. This group will include the incumbent Secretary of the Air Force, Chief of Staff of the Air Force, Vice Chief of Staff of the Air Force, Chief Master Sergeant of the Air Force, all former Chiefs of Staff of the Air Force, the Superintendent of the USAF Academy, the Commander of Air University, the Director of the National Museum of the USAF, and the President/CEO of the Air Force Association.
    2. The President/Chairman will keep the members of the Advisory Council informed about the Foundation’s direction and activities through periodic written updates and will solicit input from them on specific or general topics.
  2. Friends of the Foundation

Upon the implementation of these By-Laws, those Trustees and Trustees Emeriti serving under the previous Constitution and By-Laws and not elected as Directors under these By-Laws will be termed “Friends of the Foundation” and will be kept informed of the Foundation’s direction and activities through periodic written updates, encouraged to support and participate in the Foundation’s work, and will be invited to attend meetings of the Board of Directors, though without a vote.

ARTICLE VII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

  1. Contracts.  The Board of Directors may authorize any officer or officers, agent, or agents of the Foundation in addition to the officers so authorized by these By-Laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation and such authority may be general or confined to specific instances.
  2. Checks.  All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent, or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board of Directors.
  3. Deposits.  All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the Board of Directors may select.
  4. Funds.  The Board of Directors may accept on behalf of the Foundation any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Foundation.

ARTICLE VIII

BOOKS AND RECORDS

The Foundation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors.

ARTICLE IX

FISCAL YEAR

The fiscal year of the Foundation shall begin on the first day of June and end on the last day of May.

ARTICLE X

SEAL

The Board of Directors may provide a corporate seal, which shall be in a form selected by a resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION

Any present or former Director, officer, or employee of the Foundation, or other such persons so designated in the discretion of the Board of Directors, or the legal representative of such person, shall be indemnified by the Foundation against all reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such  person or his legal representative may be made a party by reason of his being or having been such a Director, officer, or employee serving or having served the Foundation, except in relation to matters as to which he shall be found guilty of negligence or misconduct in respect of the matters in which indemnity is sought and in relation to matters settled or otherwise terminated without a final determination on the merits where such settlement or termination is predicated on the existence of such negligence or misconduct.

ARTICLE XII

PROCEDURE

The rules contained in the most recent edition of Robert’s Rules of Order shall provide the rules of procedure for the Foundation where they are not inconsistent with the provisions of the Articles of Incorporation or these By-Laws.

ARTICLE XIII

APPROVAL AND AMENDMENTS

  1. Approval. These By-Laws will be in effect and will supersede all previous documents governing the Foundation upon the positive vote of the members, defined as a majority of those voting by proxy or in person at a date and place set by the Board of Trustees under the preceding Constitution and By-Laws.
  2. Amendments.  Amendments to the By-Laws may be submitted by any member to the Executive Committee.  The Executive Committee will recommend to the Board of Directors which potential amendments should be forwarded to the members for a vote.  A simple majority of those voting by proxy or in person on a date set by the Board of Directors will constitute approval of the amendment.