Vietnam Dustoff Association Constitution and By-Laws
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 under the motto of “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.
Article I
NAME AND LOCATION: The name of the corporation is the Vietnam Dustoff Association, hereinafter referred to as the "Association". The principal offices of the corporation shall be located in Puyallup, Washington but the meetings of members and directors will be held annually in a location determined by the membership and approved 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 Washington is: Steve Vermillion (The Vietnam Dustoff Association) 3103 31st Ave SE, Puyallup, Washington 98374. The name of the registered agent for the Corporation at such address, set forth in its Articles of Incorporation is: Steve Vermillion
Article II
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 as voted upon and approved by a majority of the membership during an annual membership meeting. Membership is not transferable or assignable.
Section 2. Annual Meetings: Meetings will be conducted on an annual basis at a location and a time as agreed to by the members and approved by the board. The board or their designated representative will serve as the meeting (reunion) coordinators arranging accommodations, agenda items such as guest speakers or performers and coordinating tours.
Section 3. Voting Rights: Active Members are entitled to vote and shall have one vote on each matter submitted to a vote of the membership. Associate members do not hold the right to vote.
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 or for actions detrimental to the Association.
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, telephonic, or electronic email) of each meeting of the members shall be given by, or at the direction of the secretary or the person authorized to call the meeting. 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 voting 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 only vote in person. Proxy votes are not accepted.
Article III
Board of Directors
Selection: Term of Office
Section 1. Number: The affairs of the Association shall be managed by a minimum of five Board of Directors unless the position of Secretary/Treasurer are combined by the vote of the membership. The number of board members may be expanded at the direction of the Board based on work load and approved by the membership.
Section 2. Term of Office. The term of office will be set for a period of three years. When a board member’s term of office ends, they may serve subsequent terms of office provided they are nominated and voted upon by the majority of the membership at the next scheduled meeting. New nomination s will be taken if others desire to serve in the position. 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 Association. 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: When a term of office expires, an election will be held at the next annual meeting of the general membership. The duties of the position will be described to the membership and nominations will be accepted in an open forum. Self-nominations are acceptable. A member may nominate another member to serve provided the nominee agrees to have their name submitted in nomination. The outgoing board member may also be nominated to continue serving.
Section 2. Election: Election to the Board of Directors shall be by a show of hands—indicating a positive vote. Each member may only vote for one nominee per office. The nominee gaining the largest number of votes will be declared the winner. In the absence of a “challenger” for office, the outgoing member desiring to continue serving in office requires a nomination and majority vote to continue in the office.
Article V
Meeting of the Board of Directors
Section 1. Regular Meetings: Regular meetings of the Board of Directors shall be held Quarterly at a date and time coordinated and acceptable to the Board Members. Conference calling is the preferred format for these meetings. Other informal business may be conducted via email or any other means of communication accessible to all board members.
Section 2. Special Meetings: Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two directors, with a minimum of seven-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.
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 Association resources and facilities,
b. Suspend the voting rights and the right to use the Association 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 Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions or the Article of Incorporation; and,
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;
Section 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 Association, and to see that their duties are properly performed;
c. Fix the amount of the annual membership dues;
d. Determine Class of Membership
e. Cause all officers or employees having fiscal responsibilities to be bonded, as it may deemed appropriate by the level of resources accumulated.
g. Cause the Association 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:
Section 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, checks, etc, unless subdelegated to the appropriate board member.
Section 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.
Section 3 Secretary: The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; serve notices of meeting of the Board and the members; keep appropriate current records showing members of the Association together with their addresses to include personal information and shall perform such other duties as required by the board.
Section 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 sign all checks and promissory notes of the Association; keep proper books of account; and shall prepare an annual statement of income and expenditures for the membership at its regular annual meeting.
Section 5 Member-at-large: The member-at-large will serve as member with duties directed by the President. The board may determine to increase the number of At Large members depending on the needs of the Association.
Article VIII
Committees
The Association shall appoint committees as deemed appropriate in carrying out its purpose.
Article IX
Books and Records
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The documents pertaining to incorporation as well as the by-laws of the Association shall be available for inspection by any member of the Association.
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, and by majority vote.
Article XI
Members
Section 1. Members: The Association four categories of membership; Charter Members present at the original founding of the Association and paid thee requisite $100 Charter Membership Fee; Life Members who paid the $100 Fee, Members who paid the $75 membership fee plus annual dues of $25 and Associate members that are not charged a membership fee if they are the survivors of a full member or were made associate members in an honorary capacity. Associate members are required to pay the annual $25 membership dues fee. They are not entitled to Life Time Membership.
Section 2: All members cited in Section 1 above have one vote per member and may be exercised only when they are present at an annual or special meeting. Associate members do not have voting rights.
Article XII
Miscellaneous
Section 1. Indemnification Each director or officer, whether or not then in office, shall be indemnified by the Association 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 Association, such expenses to include the cost of reasonable settlements (other than amounts paid to the Association itself) made with a view to curtailment of costs of litigation. The Association 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 Association, 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 Association have hereunto set our hands this: 28 December 2018
Steve Vermillion: President
Vice President: Mike Logan
Secretary: Kathy Logan (wife of Active Member)
Treasurer: Richard Dean
Member At Large: Neal Caspersen
Member At Large: Paul Harpole
Member At Large: John Sabanosh