Air Force Historical Foundation Bylaws

Posted: November 1, 2019

Air Force Historical Foundation Bylaws

 

ARTICLE I

NAME AND MISSION

The name of this non-profit corporation is the Air Force Historical Foundation.  It is hereinafter referred to in this document as the Foundation.  The Foundation’s governing body is a Board of Directors, elected for three-year terms by the membership.  It is hereinafter referred to in this document as the BoD.

 

The Air Force Historical Foundation is dedicated to promoting the preservation and appreciation of the history of the United States Air Force and its predecessors.  The Foundation seeks to inform, inspire and educate 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.

The Foundation strives to make available to the public and to government planners and decision-makers historical information on policies and actions related to air and space power that have worked well, and that have not worked well. By doing so, the Foundation believes that the nation profits from past experiences as it helps the U.S. Air Force become and remain the world’s most respected air and space force.

It serves members representing all components of the United States Air Force, including the active force, the Reserve, the Air National Guard, the civilian force, retirees, and families of those members. The Foundation is proud of its role in presenting an authoritative history of many aspects of the Air Force to the general public—living up to our motto of “Know the Past…Shape the Future.

Founded in 1953, The Air Force Historical Foundation (AFHF) is a 501(c) (3) independent, non-profit, tax-exempt, privately supported organization. The Foundation depends on membership dues, private contributions, and institutional subscriptions to operate and to foster America’s rich air power history and heritage.

 

ARTICLE II

MEMBERS

Categories.  There shall be four categories of membership:

Regular – defined as those individual members who pay dues on an annual basis.  This category of membership is open to anyone and entitles the individual members to a vote in matters submitted to the membership by the BoD.  From time-to-time, the BoD may create levels within this category of membership that grant additional benefits and privileges for increased donations given during any given year.

Organizational – defined as organizations and companies who pay dues or make donations on an annual basis.  The voting privilege or regular membership does not extend to organizations and companies.  From time-to-time, the BoD may create levels within this membership category that grant additional benefits and privileges for increased donations given during any given year.

Life – defined as those individual members who have paid dues determined by the Foundation to be enough 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 BoD.

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.

Application.  An individual or organization desiring to become a member of the Foundation shall apply to do so, either on forms supplied by the Foundation or through its web site.  Application for membership must be accompanied by the dues required for the first year of membership or the amount required for life membership.

Dues.  The BoD shall establish, and may change from time to time, the amounts of dues required to be paid by each category of membership.

Annual Meeting.  There shall be an annual Foundation membership meeting, to be held at a time and place to be determined by the Board of Directors.  The purpose of the meeting will be to finalize the election of directors, review of the financial status of the Foundation, receive President and Chairman’s “State of the Foundation” message, and attend to other such business as may properly come before the meeting. The Annual Meeting may be held in conjunction with a BoD meeting but will be conducted as a separate proceeding.  The Executive Director shall provide at least thirty-day (30) notice to the membership through normal Foundation communications channels.

Special Meetings.  Should the need arise for the BoD to convene a special meeting of the membership, the same procedures will be followed as those established for the Annual Meeting.

Membership Termination.
General rule.  Membership in the Foundation shall terminate upon the resignation of a member, for failure to pay dues for 120 days, or as a result of expulsion from membership by 2/3 vote of the BoD for conduct or an act injurious to the Foundation.

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, except as required by law.

ARTICLE III

BOARD OF DIRECTORS

 

Responsibility and Authority.  The BoD shall have complete responsibility and authority to direct the affairs of the organization, including strategic planning, fiduciary accountability, financial management, operational direction, and compliance with applicable laws and rules; and to approve positions and compensation for paid staff.

Number.  The number of Directors shall be between twelve and eighteen, except for the unanticipated vacancies caused by resignation, illness, or death.

Election.  The Executive Committee will be responsible for nominating Candidates for the BoD; however, any Board member may suggest nominees to the Executive Committee for consideration.  The slate of nominees submitted by the Executive Committee and any nominees from the floor will be considered and voted on by members voting in person, by mail, through the Foundation web site, or by proxy at the Annual Meeting of the membership.  A majority of those voting will constitute election.

Term Length.  A BoD Director will be elected to serve a three-year term, with the possibility of being reelected for second, consecutive three-year term.  A Director who has served two consecutive terms will be eligible to serve on the BoD again after not having served for a three-year period.

Resignation.  Any Director may resign at any time by giving written notice to the President and 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 BoD.

Removal.  The vote of a majority of the BoD shall be required to remove a Director from office prior to the expiration of the term for which that Director has been elected.

Unexpected Vacancies.  Unexpected vacancies on the BoD, whether caused by resignation, death, expulsion, or removal shall be filled by majority decision of the

Executive Committee.  An individual so chosen must stand for election at the next Annual Meeting. This Director shall be a member in good standing and will be eligible to serve two full elected terms plus the period of the initial appointment.

Meetings.  The Board will meet at least twice a year, one meeting of which may coincide with the annual membership meeting.  The President and Chairman will determine the frequency, date, and venue of each meeting.  However, any sitting Director may call on the President and Chairman to convene a meeting of the BoD.

Notice.  The Executive Director shall give all Directors a notice of at least fifteen (15) days for the convening of any BoD meeting.

Quorum.  The presence of a majority of the BoD shall constitute a quorum for the transaction of business, unless a greater number is required by law or by these Bylaws.  Directors may attend a meeting via telephonic or other means of communications such that all persons participating in the meeting can hear and be heard.

Manner of Acting.  The act of a majority of the Directors present at a meeting, for which a quorum is present, shall be the act of the BoD, unless a greater number is required by law or by these Bylaws.  From time-to-time, at the direction of the President and Chairman and with agreement of a majority of the BoD, may take a vote or specific action through electronic or written coordination.

Compensation and Reimbursement.  Directors shall not receive any compensation, including expense reimbursement for their services unless approved in advance by the Executive Committee.

Ex Officio Directors.  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, and the Chief Executive Officer of the Air Force Sergeants Association, will serve as non-voting Directors. Each will serve in this capacity without regard to elections and term limitations.

ARTICLE IV

OFFICERS

Officers.  The officers of the Foundation shall be:  President and Chairman, 1st Vice Chairman, 2nd Vice Chairman, Secretary, and Treasurer.  All officers must be Foundation members in good standing and serving BoD Directors.

Selection.  The President and Chairman, once elected to that office by the BoD, will serve in this position for the remainder of the term for which he/she serves on the BoD.  The remaining four officers will be nominated for their positions by the President and Chairman and voted on by the BoD at the start of each Foundation Fiscal Year. Once the President’s term on the Board has ended, he/she will serve as an Emeritus advisor.

Removal.   Any officer, except the President and Chairman, may be removed by majority vote of all sitting Directors, when in the Board’s judgment, the best interests of the Foundation would be served.  The President and Chairman shall be removed only upon a two-thirds vote of all sitting Directors.

Vacancy.  A vacancy in any office because of death, resignation, removal, or disqualification, may be filled by the BoD contingent upon the recommendation of the President and Chairman. This officer so selected, will serve until the next regular election of officers occurs.  Should the vacancy be the President and Chairman, the 1st Vice Chairman will fulfill that role until such time as the BoD selects a new President and Chairman.

President and Chairman of the Board.  Shall be the principal officer of the Foundation and exercise general supervision over the affairs of the Foundation, its officers, and personnel, consistent with policies established by the BoD and the provisions of these Bylaws.  This officer will:
In the capacity of President:

Supervise the Executive Director and oversee staff operations;

Authorize and approve expenditures within the bounds established by the BoD;

Sign contracts and other instruments necessary for the smooth operation of the Foundation;

Perform duties as may be prescribed by the BoD.

In the capacity of Chairman:

Lead the BoD;

Form and appoint committee chairs/membership as needed;

Take such steps he or she shall deem necessary to advance the purposes of the Foundation, provided such steps do not exceed the scope and intent of the authorities granted the BoD;

Serve as Ex Officio member, Advisory Group to the Air Force Heritage Program—as specified by AF Instruction;

Represent the Foundation at appropriate public forums and meetings, or designate others to attend on behalf of the organization.

1st Vice Chairman.  Perform such duties as may be assigned by the Chairman or the BoD. If the President and Chairman is unable to fulfill responsibilities due to illness, resignation, death, or removal, serve as the interim President and Chairman until a new one is elected by the BoD.  Serve as the Ethics Officer for the Foundation, act as the internal control point for ethics and improprieties, allegations, complaints and conflicts of interest, and provide advice and recommendations to the BoD on such issues.

2nd Vice Chairman.  Perform such duties as may be assigned by the Chairman.  Serve as second in line to the President and Chairman, should that person and the 1st Vice-Chairman be unable to serve in these capacities.  Serve as the Foundation Compliance Officer by acting as the internal control point for all compliance activities required by law or these Bylaws.  Provide advice and recommendations to the BoD on such issues.

Secretary.   Ensure that appropriate Foundation records are properly maintained, to include all minutes of BoD and Executive Committee proceedings and decisions.  Monitor the effectiveness of these Bylaws to ensure that they reflect actual BoD practices and support the mission of the Foundation.

Treasurer.  Oversee the management of all funds and securities of the Foundation, including the preparation and execution of the annual budget, administration of the organization’s financial records, assuring an annual audit is performed, monitoring compensation administration, and compliance with statutory requirements. Serve as the Foundation point of contact in monitoring its Investment Portfolio.

Publisher.  Shall be a Foundation member in good standing but does not necessarily have to be a duly elected Director of the BoD.  Act as the advisor to the Editor of the Foundation publications as required. If not a Director, will be invited to attend BoD and Executive Committee meetings as necessary.
ARTICLE V

STAFF

Executive Director.  Function as the senior administrator for the Foundation, responsible for the day-to-day operation of the front office operation in accordance under the supervision of the President and Chairman.  The position is a full-time, paid responsibility, hired by the President and Chairman with approval of the BoD. Annual compensation for this position will be approved by the Executive Committee.  Serves at the pleasure of the President and Chairman.  Responsibilities included:

Manage the Foundation office and supervise all salaried and temporary staff;

Hire additional, temporary help, and maintain contracts, with the approval of the President and Chairman to ensure the proper functioning of the Foundation office;

Work with the Treasurer in preparing budgets and instituting office procedures for receiving and dispensing monies and handling financial accounts and records;

Take and maintain minutes of BoD and Executive Committee proceedings and decisions;

coordinate with the Secretary with respect to Foundation official files and records;
Support officers and BoD and committee operations;

Interface with vendors (website provider, contractors, establishments, etc.) to ensure smooth running Foundation operations and events;

Maintain and publish a Master Calendar of Foundation dates of importance, including but not limited to meetings, events, marketing campaigns, and publication dates for Air Power History;

Act as the Foundation point of contact for events management, including selection of dates and venues, coordination with supporting elements such as the United States Air Force Band and Color Guard, photographers and publicists, and travel and accommodations for awards winners and other VIPs.

Office Manager. A paid, full-time position hired by the Executive Director with the approval of the President and Chairman.  Annual compensation will be approved by the Executive Committee.

Assist the Executive Director in performance of those duties as assigned.

Has the primary responsibility for maintaining a correct roll of the membership, as well as completion of all accounts receivable and accounts payable functions.

Prepares materials necessary for the annual audit, balances the Foundation bank accounts, provides a cash position to the Executive Director as requested, and monitors the various investment accounts.

Serves at the pleasure of the Executive Director.

Air Power History Editor.  Engaged by annual contract, which is proffered by the Executive Director and approved by the Executive Committee. The contract will specify the number and frequency of issues to be published.

Other Relationships.  The Foundation will routinely engage other professionals in support of the Foundation, such as an Investment Advisor, Attorney, Internet Provider, CPA, and auditors.  These are considered Foundation office operations and are subject to appropriate office and BoD review.
ARTICLE VI

COMMITTEES

 

Committees.  The President and Chairman shall form committees that are deemed appropriate to further the Foundation’s mission.  The President and Chairman will select the chairs and membership of these committees as required.  The committee chairs will come from the members of the BoD.  Committee membership may come from any part of the Foundation membership, as determined by the President and Chairman in consultation with each chair.

Executive Committee.  Permanently standing committee comprised of the Foundation officers and chaired by the President.

Responsible for strategic planning and oversight of the Foundation when it is not necessary or feasible to call a meeting of the entire BoD.

Approve projects involving major expense, select members to fill an unexpired a BoD Director’s term board.

Nominate BoD members for Officer Positions, and approve staff compensation.

Normally convene before each BoD meeting to prepare an agenda, and as required otherwise.

3.     Manner of Acting.  Unless otherwise directed by the President and Chairman or the BoD, each chair will adopt rules for its own governance that are not inconsistent with these Bylaws or with provisions adopted by the BoD.  The chairs will periodically report out their activities to the officers and BoD as directed. The Executive Director will provide support to the committees in the conduct of their activities.

ARTICLE VII

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Contracts.  The BoD may authorize any officer or officers, agent, or agents of the Foundation 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 and on behalf of the Foundation, and such authority may be general or confined to specific instances.

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 BoD.

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 BoD may select.

Funds.  The BoD 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 BoD and committees having any of the authority of the BoD.

 

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 BoD may provide a corporate seal, which shall be in a form selected by a BoD resolution.

 

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 BoD, 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/she 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 Bylaws.

 

ARTICLE XIII

APPROVAL AND AMENDMENTS

 

Approval.  These Bylaws 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 BoD under the provisions of these Bylaws.

 

Amendments.  Periodic review of these Bylaws is the responsibility of the Secretary.  Amendments to these Bylaws may be submitted by any member to the Secretary, who will make recommendations to the Executive Committee.  The Executive Committee will recommend to the BoD the potential amendments to be forwarded to the membership for a vote at the Annual Meeting.  A simple majority of those voting by proxy or in person at the Annual Meeting will constitute approval of the proposed amendment(s).