PURPOSE: The Vietnam Dustoff Association has been created as a non-profit organization to promote the camaraderie and history of those who served in helicopter aero-medical units in Vietnam. OBJECTIVES: The objectives of the Association are to promote the camaraderie among those who served so that others may live; to promote emotional healing as may be necessary; to perpetuate the history of those who had one of the most hazardous missions of the war; and, continue to achieve public support for this country's soldiers. Financial support will generate from membership dues, corporate sponsorship as may be appropriate, sales of association related items advertised on the web page store, and donations from other entities as may be appropriate.
NAME AND LOCATION: The name of the corporation is the Vietnam Dustoff Association, hereinafter referred to as the "VDA". The principal offices of the corporation shall be located in Reno, Nevada but the meetings of members and directors may be held as designated by the Board of Directors. REGISTERED OFFICE AND AGENT: The address of the registered office provided in the Articles of Incorporation, as duly filed with the State of Nevada is: The Vietnam Dustoff Association PO Box XXX Reno, Nevada. The name of the registered agent for the Corporation at such address, set forth in its Articles of Incorporation is: Mike Lewis.
Meeting of Members
Section 1. Admission of Members: Members shall be admitted by the Board of Directors. The Directors shall set, and may alter, qualifications and classes of membership. Membership is not transferable or assignable. Section 2. Annual Meetings: The first annual meeting will be held within one year from the date of incorporation of the VDA, and each subsequent regular annual meeting of the members shall be held annually thereafter. Section 3. Voting Rights: Vietnam Veteran Members are entitled to vote and shall have one vote on each matter submitted to a vote of the membership. Section 4. Termination of Membership: The Board of Directors, by unanimous affirmative vote, may suspend or expel a Member for cause after notice and hearing and may, by a majority vote, terminate the membership, or suspend or expel any Member who is in default in the payment of basic dues. Section 5. Reinstatement: Upon written request signed by a former Member and filed with the Secretary, the Board of Directors may, by two-thirds affirmative vote, reinstate such former Member. Section 6. Special Meetings: Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the one fourth of the members who are entitled to vote. Section 7. Notice of Meetings: Notices (via US mail, FAX, or electronic email) of each meeting of the members shall be given by, or at the direction of the secretary or person authorized to call the meeting, not less than 5 days or more than 50 days before such meeting to each member entitled to vote. Notification means will be specified by the member on their membership application or any updates to the information contained in the application. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. Section 8. Quorum: The presence at the meeting of the members entitled to cast, or of proxies entitled to cast, one tenth (1/10) of the votes Veteran members shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, or the by-laws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote there at shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as afore said shall be present or be represented. Section 9. Proxies: At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing, Internet Email, or by telephone, and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot.
Article III Board of Directors
Selection: Term of Office
Section 1. Number: The affairs of the shall be managed by a Board of four Directors unless the position of Secretary/Treasurer are combined by the vote of the membership. Section 2. Term of Office. When a board position becomes vacant through resignation, or death, or removal for cause, that position will be temporarily filled by one of the remaining board members and will be permanently filled though a vote by the membership at the Annual Meeting. That position and all subsequent openings will be for a term of three years. The Board of Directors may elect to fill the position until the next annual meeting by majority vote. Section 3. Removal: Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association . In the event of death, resignation or removal of a director, the successor shall be selected by the remaining members of the Board and shall serve until the next annual meeting at which time the voting membership will elect a new representative to the board. Section 4. Compensation: No director shall receive compensation for any service rendered to the VDA. However, any director may be reimbursed for his actual expenses incurred in the performance of their duties through a vote of the membership. Section 5. Multiple Offices: The same person may hold the offices of secretary and treasurer. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices. Section 6. Action Taken Without A Meeting: The directors shall have the right to take any action in the absence of a meeting with the prior written approval of all the directors. Any action shall have the same effect as though taken at a meeting of the directors as outlined in Article VI.
Article IV Nomination and Election of Directors
Section 1. Nomination: Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the Annual Meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the VDA. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations will be made from among members.
Section 2. Election: Election to the Board of Directors shall be by secret written ballot. At such election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. The election of officers will occur at the annual membership meeting in each calendar year.
Article V Meeting of the Board of Directors
Section 1. Regular Meetings: Regular meetings of the Board of Directors shall be held Quarterly without notice, at such place and hour as may be fixed from time to time by resolution of the board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. The meeting can occur via email or the web page chat room. Section 2. Special Meetings: Special meetings of the Board of Directors shall be held when called by the President of the VDA, or by any two directors, after not less than three days notice to each director. Section 3. Quorum: A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at the duly held meeting at which a quorum is present shall be regarded as the act of the Board. Section 4. Minutes of the Board: The minutes of the Board will be posted on the Association's web page or provided to members via email or in hard copy. The name of a person subjected to disciplinary action will not be posted.
Article VI Powers and Duties of the Board of Directors
Section 1. Powers: The Board of Directors shall have power to:a. Adopt and publish rules and regulations governing the use of the VDA resources and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;b. Suspend the voting rights and the right to use the VDA facilities and resources of any member during any period in which such member is in default in the payment of their annual dues;c. Exercise for the VDA all powers, duties and authority vested in or delegated to this VDA and not reserved to the membership by other provisions of these by-laws, or the Article of Incorporation;d. Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; e. Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.
2. Duties: It shall be the duty of the Board of Directors to: a. Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or any special meeting when such statement is requested in writing by 25% of the members who are entitled to vote; b. Supervise all officers, agents and employees of the VDA, and to see that their duties are properly performed; c. Fix the amount of the annual membership dues; d. Send written notice of the dues assessment to every member subject thereto at least thirty (30) days prior to the due date of January 1st of each new year. e. Procure and maintain adequate liability and hazard insurance on property owned by the VDA; f. Cause all officers or employees having fiscal responsibilities to be bonded, as it may deemed appropriate; g. Cause the VDA property to be maintained, and provide services funded by annual dues.
Article VII Officers And Their Duties
Duties of the Officers: The duties of the officers are as follows: 1. President- The president shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all documents or written instruments, and shall co-sign all checks and promissory notes. 2. Vice-President- The vice-president shall act in the place and stead of the president in the event of his absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required by him of the board. 3. Secretary- The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the VDA and affix it on all papers requiring said seal; serve notices of meeting of the Board and the members; keep appropriate current records showing members of the VDA together with their addresses to include personal information, and shall perform such other duties as required by the board. 4. Treasurer- The treasurer shall receive and deposit in appropriate bank accounts all monies of the VDA and shall disburse such funds as directed by resolution of the Board of Directors; shall co-sign all checks and promissory notes of the VDA; keep proper books of account; cause an annual audit of the VDA books to be made by a public accountant at the completion of each calendar year; and shall prepare an annual budge and a statement of income and expenditures to be represented to the membership at its regular annual meeting, and deliver a copy of each to the member. 5. Member-at-large - The member-at-large will be the most current past president and will be available to temporarily assume the duties of a board member if directed by the board.
Article VIII Committees
The VDA shall appoint committees as deemed appropriate in carrying out its purpose.
Article IX Books and Records
The books, records and papers of the VDA shall at all times, during reasonable business hours, be subject to inspection by any member. The Articles of Incorporation, and the by-laws of the VDA shall be available for inspection by any member at the principal offices of the VDA, where copies may be purchased at a reasonable cost.
Article X Amendments
Section 1. Amendment Process: These by-laws may be amended, at a regular or special meeting of the members, at which a quorum of members is present, by a vote of a majority of such members. Section 2. Precedence: In the case of any conflict between the Articles of Incorporation and these by-laws, the Articles shall control.
Article XI Members
Section 1. Voting Members: There shall be two classes of members consisting of those who were assigned to a Dustoff or Medevac unit during the Vietnam War as listed in Article XII. These members will be known as the Veteran members and shall be voting members of the VDA. Section 2. Non-Voting Members: There shall be a second class of members known as Associate members who is the spouse and or the descendents of a Veteran member. Associate members will be sponsored by a Veteran member. These members are afforded all rights of membership to be determined by the Board of Directors, but do not have voting rights in the VDA. Article XIIMiscellaneous Section 1. Military UnitsSection 2. Indemnification Each director or officer, whether or not then in office, shall be indemnified by the VDA against all costs and expenses reasonably incurred by or imposed upon him in connection with or arising out of any action, suit or proceeding in which he may be involved by reason of his being or having been a director officer of the VDA, such expenses to include the cost of reasonable settlements (other than amounts paid to the VDA itself) made with a view to curtailment of costs of litigation. The VDA shall not, however, indemnify any director or officer with respect to matters as to which he shall be finally adjudged in any such action, suit or proceeding to have been derelict in the performance of his duty as such director or officer, or guilty of fraud or material misrepresentation to the VDA, its Board of Directors, its shareholders, or any other person, nor in respect of any matter on which any settlement or compromise is effected, shall substantially exceed the expense which might reasonably be incurred by such director or officer in conducting such litigation to a final conclusion. The foregoing right of indemnification shall not be conclusive of other rights to which any director or officer may be entitled as a matter of law. IN WITNESS WHEREOF, we being the board of directors of the VDA have hereunto set our hands this