CONSTITUTION and BYLAWS
24th INFANTRY DIVISION ASSOCIATION
Approved by the Members at the Corporation Convention, Rapid City, SD, August 29, 2009
Under the provisions of Article VII of the Constitution of the 24th Infantry Division Association, effective August 20, 1983, as amended August 15, 2006, we the Legislative Body of that Association do hereby revise that Constitution as shown on the pages following, effective August 29, 2009, and, therefore, is hereby declared to be the Constitution of the 24th Infantry Division Association, Inc.
ARTICLE I. NAME AND PURPOSE
Section 1. The name of this Association shall be the 24th Infantry Division Association, Incorporated, and shall hereinafter be referred to as the “Corporation.”
Section 2. The Statuary Agent for the Corporation shall be domiciled in the state of Arizona.
Section 3. The Corporation objectives shall be to:
- Electrify and unify the invisible current of fellowship molded in the throes of war and peace experienced by veterans of the 24th Infantry Division;
- Honor, perpetuate and memorialize those who distinguished themselves by their gallant service, sacrifice, valiant acts and patriotic deeds;
- Maintain and strengthen the bonds of comradeship shared by its men and women;
- Sponsor and foster national and local reunions, and publish an official Association periodical;
- Identify and mark scenes of the Division’s heroic actions, and celebrate the anniversaries of its historic events;
- Research Division history, and acquire, maintain, publish and preserve its records;
- Promote member interests and welfare; and
- Promote National Defense, maintain and extend the institutions of American freedom, and uphold the Constitution of the United States of America.
Section 4. The Corporation shall not engage in any political or profit-making activity, and no Corporate Funds or earnings shall benefit any member.
Section 5. Discrimination. The Corporation, and anyone acting on its behalf, shall not discriminate against any applicant, or against any member, on the basis of race, sex, age, religion, national origin, sexual orientation or disability; The Corporation’s membership should reflect the diversity and composition of the community of former Division members that it serves.
ARTICLE II. OFFICERS and DIRECTORS
Section 1. Only Active and Life Active Members may serve as a Corporation officer or director.
Section 2. The Officers of the Corporation shall be: President, Vice President, and Secretary/Treasurer.
Section 3. The Corporation shall be governed by a Board of Directors consisting of the Corporation Officers, two elected Members at Large not otherwise eligible for the Board of Directors, and all living Past Presidents; each shall have one vote.
Section 4. Officers’ terms shall be one year, or until their successors have been elected and installed. The terms of the two elected Members at Large shall be two years, and shall be staggered on alternating years.
Section 5. Each President, upon term expiration, shall serve permanently as a Past President Board member.
Section 6. No Corporation Officer, BoD member, or member acting on behalf of the Corporation, shall be compensated for their service in any form or from any source (including reunion complimentary rooms); however, legitimate and necessary expenses incurred in the proper conduct of Association business shall be granted with appropriate oversight and accounting.
Section 7. The Board of Directors shall in all cases act as an entity rather than as an individual, adopting such rules and regulations as they deem proper, as long as these do not violate this Constitution.
ARTICLE III. MEETINGS
Section 1. A Corporation Convention shall be held annually on a date and place approved by the membership.
Section 2. The Board of Directors shall convene an annual meeting during the annual Corporation Convention, and at other times as the President may direct.
Section 3. The Legislative Body, defined as the members of this Corporation, shall meet at the Corporation Convention; such meeting shall be held annually between September 1 and October 31, unless members deem otherwise.
Section 4. A quorum of a Corporation Convention shall be the members present.
Section 5. The new Board of Directors shall convene an Organizational Meeting immediately following the annual Corporation Convention; the outgoing President shall arrange the time and place of the meeting.
ARTICLE IV. ELECTIONS
Section 1. The Officers of the Corporation, and one of the two Board Members at Large (these alternate on an even odd yearly basis, except for 2009, when one shall be elected for only one year while the second shall be elected for the regular two-year term), shall be elected annually by the Legislative Body at its annual meeting; they shall take office at the conclusion of the Corporation Convention; election shall be decided by majority vote of the qualified Active Members present and voting at the Corporation Convention.
Section 2. In the event a vacancy in the Office of the President, the Vice President shall succeed to the office of President for the remainder of the term.
Section 3. A vacancy in the office of the Vice President shall be filled by appointment by the President, subject to prior approval by the Board of Directors.
Section 4. In case of incapacity or vacancy in the Secretary/Treasurer position, the President shall recommend a member to the Board of Directors.
ARTICLE V. MEMBERSHIP and DUES
Section 1. There shall be five (5) membership classes: a. Active; b. Associate; c. Affiliate; d. Life, and e. Honorary.
Section 2. Membership Requirements.
- Active Membership. Any person who has served as a member of the 24th Infantry Division, or as a member of a unit that either is now or ever has been at any time attached to the Division.
- Associate Membership: (i) The spouse, parent, child, sibling or surviving spouse of any person eligible to be an Active Member; or (ii) Any person with a legitimate interest in the affairs of the Corporation not otherwise eligible to be an Active Member who wishes to support its aims and agrees to accept the terms and conditions set forth in the Constitution and Bylaws.
- Affiliate Membership: Any member of: the American Red Cross, any government agency officially recognized by the Department of the Army, and civilian personnel who served with the Division.
- Life Membership: Any Active, Associate or Affiliate member, who upon payment of a sum established by the Board of Directors.
- Honorary Membership: Any person who by act or deed has demonstrated a special devotion to the 24th Infantry Division, and the members who served in its ranks, who is not otherwise eligible for membership, and who has been approved by the Board of Directors.
Section 3. Dues. All dues shall be established by the Board of Directors; members who are more than three (3) months in arrears shall forfeit all membership privileges.
Section 4. Association Information Resources. These are defined as all information compiled by any officer, director, or member that utilizes Association files or that purports to be an Official Association Resource; such resources shall be the sole property of the Association and subject to such management practices that the Association may deem appropriate.
ARTICLE VI. FUNDS
Section 1. Corporation Funds shall be all funds derived from dues, donations, grants, interest and other such sources as may be approved by the Board of Directors.
Section 2. The fiscal year of the Corporation shall begin on August 1 and end on the following July 31.
ARTICLE VII. ROBERT’S RULES
Section 1. The rules contained in Robert's Rules of Order, 1893 edition, revised, shall govern the Corporation in all cases which are applicable and in which they are not inconsistent or conflicting with this Constitution.
ARTICLE VIII. AMENDING CONSTITUTION
Section 1. . This Constitution may be amended by a mail-in ballot vote of the majority of the Active and Life Active Members voting on the question. The issue will be decided by the majority of the Members responding to the question. Proposed amendments and or changes to the Constitution, and the official ballot must be published in the Taro Leaf at least two months prior to the effective date of the proposed change. All ballots cast must be received by the Secretary/Treasurer not later than thirty days preceding the date of the proposed change.
Section 2. Changes to this Constitution may also be conducted by the members at the Annual Corporation Convention, providing that such change shall have been published in the Taro Leaf at least sixty days prior to the annual Corporation Convention. This publication requirement may, however, be waived at the annual Corporation Convention and amendments and or changes thereto will be accepted by a majority of the Active and Life Active Members present and voting.
/S/ Melvin L. Frederick, President.
Original on file with the Secretary-Treasurer, 24th Infantry Division Association, Incorporated.
ARTICLE I. BOARD OF DIRECTORS
Section 1. The Board of Directors shall govern the Corporation, determine its policies, approve appointments of Honorary Members and all non-elected Corporation positions, such as: Taro Leaf Editor, Quartermaster, and all other related Corporation positions, decide all disputes over the election, eligibility, conduct, expulsion, and reinstatement of any officer or member or over any other matter, which may affect the welfare of the Corporation.
Section 2. The Board of Directors, in seniority order, shall be: President, Vice President, Elected Members at Large in their order of seniority, all living Past Presidents in order of service, and the Secretary/Treasurer, each of whom may cast one (1) vote.
Section 3. Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business at the annual Board of Directors Meeting. When votes are referred to the Directors by correspondence or telephone, the majority vote of those responding and voting shall prevail.
Section 4. The Board of Directors shall cause to be published an official Association periodical for distribution to the membership, currently designated as the “Taro Leaf,” and shall be responsible for its editorial policies and content.
ARTICLE II. DUTIES
Section 1. President
The President shall preside at the Corporation Convention and meetings of the Board of Directors, and shall supervise all activities of the Corporation. In an emergency, the President may direct immediate action in any matter dealing with the Corporation’s finance’s, reporting the matter immediately thereafter to the Board of Directors.
The President shall conduct, or cause to be conducted, and annual inventory of all Corporation information resources.
Section 2. Vice-President: The Vice President shall perform the duties of the President in the absence or inability of the President, and shall assist the President in the management of the Corporation, performing such tasks as are assigned the President.
Section 3. The Secretary/Treasurer shall:
- Administer the affairs of the Corporation, implement the policies of the Board of Directors, and maintain a membership roster;
- Organize and operate the Corporation offices and be responsible for all correspondence, records and other matters of administrative routine and office procedures;
- Be the custodian of the Corporation funds and be responsible for the collection and receipt of dues and other income and the disbursement of and accounting for funds;
- Prepare an annual financial report and distribute it to the Board of Directors;
- Prepare and distribute to all members of the Board of Directors a detailed report of all transactions for each fiscal year ended 31 July; such report shall be mailed not later than 15 August each year.
- Be responsible for the acquisition of and accounting for all Corporation property;
- Take and preserve meeting minutes;
- Be bonded in favor of the Corporation by a surety company approved for acceptance of bonds by the United States Treasury;
Section 4. Board Members at Large. Shall represent their fellow members on the Board of Directors to increase the probability of achieving a quorum at the annual Board of Directors meeting; they may also be assigned varying special tasks by the President, e.g., membership, program, information resources, etc.
ARTICLE III. ELIGIBILITY
Section 1. Active Members in good standing may attend and vote at the Corporation Convention and hold office in the Corporation.
Section 2. Other members in good standing may attend the Corporation Convention, may hold non-elective positions, and may vote on matters other than the election of officers or changes to the Constitution.
ARTICLE IV. DUES
Section 1. Membership dues shall be determined by the Board of Directors.
ARTICLE V. DISSOLUTION
Section 1. In case the Corporation is dissolved, its remaining assets shall be used to pay all outstanding liabilities of the Corporation, or to such organization or organizations organized and operated exclusively for activities of Veterans Organizations as shall at the time qualify as a tax exempt organization or organizations under Section 501c19 of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Revenue Law) as the Corporation may determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the State of Arizona exclusively for such purpose or to such organization or organizations, as the Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE VI. ATTORNEY
Section 1. Each year the President, with the approval of the Board of Directors, shall obtain an Attorney to act as the Corporation’s legal counsel; when feasible, every attempt should be made to select an Active Member.
ARTICLE VII. AMENDMENTS to BYLAWS
Section 1. These Bylaws may be changed upon approval of two-thirds of the Board of Directors present and voting at the annual meeting, provided that notice of any proposed amendments with a copy of the text thereof be given in writing to each member of the Board of Directors at least six weeks before voting on the amendment. This requirement may be waived at the annual Board of Directors meeting and amendments thereto will be accepted by a majority vote of the members present and voting.
Publication Note: This Constitution and Bylaws was published prior to its enactment on pages 15, 17, 19 and 21 of Vol 63(1) Winter 2009 issue of The Taro Leaf; and was published after its enactment on pages 37-39 of Vol 63(4) Fall 2009.
The edition it replaces was published on pages 14, 16, 18, and 20 of Vol 63(1) Winter 2009 issue of The Taro Leaf.
Note2: Some other versions of Constitution and Bylaws were published in the Taro Leaf as follows:
September 20, 2003, Vol 57(4) Fall 2003, and
September 22, 2001, Vol 55(3), December 2001.