BY-LAWS

 

ARTICLE I
Membership and Dues

Section 1.

  1. All persons who have served honorably, are presently serving, and who may serve In the future, with the 12th Cavalry Regiment or Battalions, and with any units attached thereto, and who otherwise qualify, shall be eligible for membership in the Association.

  2. Wives, widows, and widowers of members of the Association, or of persons who would have been eligible for membership are also eligible for membership.

Section 2. Membership in the Association shall be entirely voluntary.

Section 3. Classes of membership are as follows:

  1. Life members shall consist of those eligible persons who pay an initiation fee set by vote of the membership, based on age at tine of application.

  2. Sustaining members are those members who pay annual dues, the  amount of which is set by the membership. The proceeds of such dues are to be devoted entirely to the support of the Association, or to any other specific activity so designated by vote of the membership. Annual dues shall be $10.00.

  3. Associate members shall be those "Friends of the 12th Cavalry" who are not eligible for Life or Sustaining membership, but who wish to support the 12th Cavalry Regiment or Association by paying an annual membership of $10.00.

Section 4. All members present at the annual Reunion shall be eligible to vote on all matters which nay be brought to a vote at the Annual Reunion meeting. Any member, at any appropriate time, may submit recommendations and suggestions to the Board of Officers on any subject pertinent to the operation of the Association or the welfare of the members.

 

ARTICLE II
Executive Board Composition and Powers

Section 1.

  1. A Board of Officers consisting of the three elected officers; President, Vice President, and Secretary/Treasurer, (hereinafter referred to as the Board) is hereby established which shall be vested with all the powers, privileges, and duties of the Association, to be exercised on behalf of and for the benefit of the Association.

  2. A quorum for a meeting of the Board shall be two-thirds of the Board members present and voting. Majority voting shall constitute effective Board action.

Section 2. The Board shall have the power to:

  1. Take and hold by gift, grant, devise, or bequest, real and personal property in its own right or in trust for any purpose comprised in the objectives of the Association.

  2. Buy, sell, mortgage, let, or otherwise use or dispose of Association property, as it shall deem in the best interests of the Association.

  3. Engage in appropriate earning activities to further the aims of the Association.

  4. Appoint such additional officers and committees as are necessary to efficiently perform the functions of the Association, as well as the power to remove from office each such officer or committee member before the respective term expires, and to appoint other persons to serve in such unfilled office or committee, for the remaining term of office of the person so removed.

  5.  (1) Adopt resolutions, make rules, recommend by-laws changes, and from time to time, make, or recommend, as the case may be, amendments to any of the foregoing sections, which may be necessary and proper for the administration of the Association and/or for the accomplishment of the objectives of the Association.
    (2) Such resolutions, rules, or recommended by-law changes, shall not be inconsistent with the terms of the Constitution or any provision of law, but no rule by which more than a majority vote shall be required for any specified action by the Board shall be amended, suspended, or repealed by a smaller vote than that required for action thereunder.

  6. Without limitation to any of the foregoing, take all action as may be necessary and proper to carry out the purposes and objectives of the Association.

 

ARTICLE III
Officers - Election and Replacement

Section 1. The elected officers of the Association shall consist of a President, Vice President, and a Secretary/Treasurer, each elected for a term of one year. These officers shall constitute the Board.

Section 2. Officers shall be elected and installed at the Annual Reunion. In the event an annual reunion does not take place in any year, all officers will continue in office until the next Annual Reunion.

Section 3. Nothing in these By-Laws shall be construed to prevent the re-election of any member of the Board.

Section 4. In the event any officer of the Association, for any reason, including disability or resignation, shall become unable or ineligible to further serve in that capacity, it becomes the duty of the Board to select and appoint a replacement for the unexpired term. A vacancy in the office of President will be filled by the Vice President. In the event the Vice President declines to move up the Board must select a new President to serve the unexpired term.

 

 Article IV
Officers – Duties

Section 1. It shall be the duty of the President to preside at all meetings of the Association, to cause to be issued all notices which may be required, to  appoint all Committees, to execute all agreements, contracts, or other documents in the name of the Association, and to see that the same are properly carried into execution, to discharge all executive functions of the Association, and to perform such other acts as pertain to his office which shall not contravene any provisions of the Constitution, or any By-Laws enacted thereunder.

Section 2. It shall be the duty of the Vice President to aid the President, to carry out the President's duties during his absence or disability, and to perform such other duties as may be assigned by the President.

Section 3. It shall be the duty of the Secretary-Treasurer to keep proper books, to record all business of the Association, and to keep the minutes of all meetings of the Board and of the Annual Reunion business meeting. He, or she, shall conduct the correspondence relating to the Association, have the care and custody of and be responsible for all monies paid into the Association, keep proper books and records of the same, and deposit the monies in insured financial institutions in the name of the Association. He shall submit an annual report at the Annual Reunion and shall make such other reports as required by the Board.

 

ARTICLE V
Annual Reunion – Meetings -   Voting

 Section 1. Except under extraordinary and unusual circumstances a Reunion of all members of the Association shall be held annually at a time, date, and location determined by the 1st Cavalry Division Association.

Section 2. (a) The business meeting of the Association shall be conducted during the annual Reunion. (b) A quorum shall consist of at least ten (10) members present and voting.

Section 3. Provided a quorum is present, a majority vote of those members present and voting at an annual Reunion shall constitute effective action on all matters (except By-Laws changes) including election of officers for the Board. Voting may be by show of hands, or by ballot, as designated by the presiding officer.

Section 4. The President may appoint a Nominating Committee to nominate persons for the offices and members of the Board. Nominations may also be made from the floor, provided the nominee has agreed to serve if elected.

Section 5. Meetings of the Board shall precede and follow the annual business meeting, the President to determine time and place.

Section 6. Robert's Revised Rules of Order shall govern the procedure and form of business at the Annual Reunion except where otherwise provided in the  Constitution or By-Laws.

 

Article VII
Interim Administration

 Section 1. Matters requiring consideration and action by the general membership of the Association for which, in the opinion of the Board, time does not permit waiting until the next Annual Reunion, may be submitted with full explanation and documentation to the membership through publication in the Association newsletter or by mail. Each such notice shall clearly state the time within which the members must act upon the proposal in order for the response to be effective.

Section 2. A simple majority vote of the general membership of the Association responding to the notice shall be deemed effective action.

Section 3. Any decision made as a result of or based on such a poll shall be disclosed to the general membership as soon as possible.

 

Article VIII
Finances

 Section 1. The Board is authorized to conduct, or cause to be conducted, fund raising drives for special purposes of the Association.

Section 2. The corpus and income of any accounts shall be used only for the payment of operating expenses incurred in the performance of the Association's desired purposes. Under no circumstances shall any of the corpus or income of the operating fund be used for the personal benefit of any member or officer.

 

 ARTICLE IX
Amendments

Section 1. Provided a quorum has been convened, these By-Laws may be amended by a two-thirds vote (2/3) of the members attending and voting at an Annual Reunion.

Section 2. Specific Articles and Sections will be referred to in a proposal to amend and the proposal will state the desired wording of the change.

Section 3. Notice of intent to propose an amendment shall be made to the Board as early as practicable and by 48 hours prior to the business meeting, unless the matter could not have been anticipated by that time.

Section 4. Prior notice of intent to offer an amendment is not required if the members voting are unanimous in accepting the change.

 

IN WITNESS WHEREOF, we have hereunto subscribed our names this 30th of July 1988.

 

Roy L. xxxx /s/

President

 

Allen R. Whittingham Jr./s/

Vice President

 

Dean Berger /s/

Secretary-Treasurer

 

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