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BY-LAWS of the

AIR FORCE SECURITY POLICE ASSOCIATION

(A Texas Non-Profit Corporation)

ARTICLE I - OFFICES

1.01 Principle Offices

The principal office of the Air Force Security Police Association (“the Association”) shall be fixed within the State of Texas from time to time at such location as the Board of Directors (“the Board”) shall determine. The Association may have such other offices, in or out of the State of Texas, as the Board of Directors may determine or as the affairs of the Association may require.

1.02 Maintain Legal Status

The Association shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with the registered office, as required by the Texas Non-profit Corporation Act. The registered office may be, but need not be, identical with the principal office of the Association in the State of Texas, and the Board of Directors may change the address of the registered office from time to time.

ARTICLE II - MEMBERS

2.01 Classes of Members

The Association shall have two (2) classes of members: Regular Member and Associate Member

2.01a.              Regular members, which shall include those who are founding or charter members, are individuals who have served or are serving in either a military or civilian capacity as a member of any U.S. Armed Forces military police, air police, security police, Air Force security forces, Shore Patrol, or associated Combat Arms Training and Maintenance units, including active duty, national guard and reserve components, or any civilian policeman, security officer, law enforcement agent, or Combat Arms Training and Maintenance official of the U.S. Government or any state or local government agency.

                 Founding Members:  Founding membership is reserved for those regular members in attendance                     at the first USAF Security Police Reunion, Las Vegas, NV, August 8-11, 1

  Charter Members:  Charter membership is reserved for those regular members who joined the    Association prior to December 31, 1989.

2.01b.  Associate members are those who have served or are serving in a friendly foreign government of the United States in a military or civilian capacity corresponding to those identified in paragraph 2.01a. ; the surviving spouse of a regular member; honorary and corporate members. Associate members have all the rights and obligations of regular members except they cannot vote or hold positions as directors or officers. Honorary and corporate membership may be conferred on any person, living or dead, by majority vote of the Board of Directors.

1) Honorary Member:  Certain individuals may be selected by the Association to be honored by a non-dues paying Regular/Associate Membership. Any regular member may nominate an individual to the Board of Directors for consideration. The final decision rests with the Board of Directors. 

2) Corporate/Organizational Membership: In furtherance of the goals of the Association, membership is open to corporations or unincorporated organizations. Corporate/organizational membership will be awarded on an annual basis. The Board of Directors as part of the membership approval process shall establish dues for such membership.  As a matter of policy, corporate/organizational members will not be provided with a membership roster.

2.02 Eligibility for Membership

 

In the absence of contrary evidence, the membership application shall be assumed to be correct and to prove eligibility for the class of membership requested unless it is insufficient on its face.

2.03 Voting Right

Each regular member is entitled to cast one vote on each matter submitted to a vote of the membership.

2.04 Termination of Membership

The Board of Directors, by affirmative vote of two-thirds of all the members of the Board, may suspend or expel a member for causes after an appropriate hearing. The Board may also, by a majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership.

2.05 Resignation

Any member may resign by tendering a written resignation to the executive director or any officer, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments, or other charges therefore accrued and unpaid. An individual, who has previously resigned, may submit a membership application with required dues, to reinstate the membership.

2.06 Transfer of Membership

 

Membership in this Association is not transferable or assignable.

ARTICLE III - MEETING OF MEMBERS

3.01 Annual Meeting

An annual meeting of the members shall be held to transact Association business and to verify the election results to vacant officer/director positions.  The president and the executive director will develop and submit a preliminary agenda (via e-mail, FAX , U.S. mail, or other appropriate means) to the Board of Directors 30 days prior to the scheduled annual meeting--a final agenda will be distributed to the membership upon arrival at the meeting.

3.02 Special Meetings

Special meetings of the members may be called by the president, a member of the Board of Directors, or at the request of not less than ten percent (10%) of the regular members.

3.03 Place of Meeting

The Board of Directors will designate a place, either within or outside the State of Texas, as the place for any annual or special meeting.   The Board will determine site selection with input from the membership.

3.04 Notice of Meetings

Written or printed notice stating the place, day, and hour of any meeting of members shall be delivered, either personally, by mail or by e-mail, to each member not less than 30 days before the date of such meetings. In the case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail with proper postage affixed; or if e-mailed, when sent and not returned undelivered, addressed to the member at his address as it appears on the records of the Association. It is each member’s responsibility to advise the executive director of changes of residence and/or e-mail addresses.

3.05 Quorum

The presence at a meeting of one percent (1%) of the members eligible to cast a vote shall constitute a quorum. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice. The sergeant-at-arms will verify that a quorum is present and maintained.

ARTICLE IV - BOARD OF DIRECTORS

4.01 General Powers

The property, business, and affairs of the Association shall be managed and controlled by its Board of Directors (hereafter, the “Board”). The Board shall have the power to remove directors and officers for cause; to elect a replacement officer or director to serve unexpired terms; to create or abolish such offices as the board may from time to time deem appropriate; to employ or to terminate, fix and provide for the salary of any employees necessary to carry out the Association’s business; and in general to exercise all powers of the Association which are not reserved to the members by statute, these bylaws, or the Articles of Incorporation.

4.02 Number, Tenure, Qualifications

The Board shall consist of at least nine (9) elected directors and the elected officers of the Association (see Article V).  The number of Directors may from time to time be fixed by resolution of the Board

4.02a.              Candidacy:  To become an eligible candidate for election to the Board of Directors, each aspirant shall be a regular member of the Association and have maintained paid membership in the Association for the two years preceding candidacy. The Board will appoint a Nominating Committee to select and vet potential candidates for the Board and present a slate of nominees to the membership for election.  Candidates may offer themselves in nomination to the committee, or be nominated by the committee. Challenges to the qualifications of a given candidate shall be made to the sergeant-at-arms and will be decided by the Board of Directors.

4.02b.   Election:              The Board shall provide for election by appropriate means so long as all regular members have reasonable access to information about the candidates and a reasonable opportunity to vote for the candidates of the member’s choice. Members are expected to follow the voting instructions published in Tiger Flight (the Association’s journal) or on the Association’s Web site (www.afspaonline.org), and to use the mail-in or e-mail ballot published therein.

4.02c.              Tenure:  The Board shall be divided into three groups of three directors each. Each year one group of directors shall be elected to a term of three (3) years by the membership as prescribed herein. In the event of an increase or decrease in the numbers of elected directors, the new or remaining directors shall be divided so that there will be the same number of directors in each group. Each elected director shall hold office until the expiration of the term; until a successor has been elected; or the director resigns, is removed or dies. A director may, if reelected, succeed himself or herself for a subsequent three-year term.

4.02d.              Non-voting members of the Board:  Incumbents in the following positions are non-voting members of the Board: chapter chairmen (or their designees), the AFSPA historian, the editor of Tiger Flight, and the parliamentarian. These non-voting members of the Board are invited to attend Board meetings, participate in discussions and make motions; they do not have voting rights. The chairs of Board- approved standing committees (e.g., Membership, Publicity) are also invited to attend Board meetings and participate in discussions and make motions.  Non-voting members are not counted in determining quorum counts.

4.02e              Legal Advisor:  The Board may from time to time appoint a regular member, an associate member, or if necessary a non-member to serve as legal advisor to the Board. This person shall serve at the pleasure of the Board and provide the Board with such legal advice and opinions and perform such other duties, both legal and otherwise, as may be required of him or her. If possible this person should be an attorney. This person may participate in Board activities, but may not vote on Board matters. 

4.03 Annual Meetings of the Board

There will be at least one meeting of the Board each year. It will be held at the annual membership meeting, which shall be held without other notice than this by-law, during the same time period and at the same location as the annual meeting. The Board may provide by resolution the times and places either within or outside the State of Texas, for the holding of a mid-year meeting and additional meetings, as needed, without other notices than such resolution. The Association president shall serve as chair of the Board. In the absence of the president and president elect, at an otherwise duly called meeting of the Board, the Board will select a chair to preside and, there being a quorum, carry on the business of the Association. Directors and officers are required to attend all Board meetings unless specifically excused.

4.04 Special Meetings

Any officer or director may request special meetings of the Board. The person requesting the meeting will poll the Board members and, with the approval of the majority, call a special meeting of the Board at an agreed upon time and place. If the majority of the Board indicates that action can be taken without a face-to-face special meeting, the Board may conduct such business and vote on such matters as deemed appropriate, provided a quorum of the Board participates. Methods of participation may include, but are not limited to, telephone, videoconference, Internet chat-rooms and e-mail. The secretary will document all motions and associated votes.   

4.05 Notices

Notices for the annual and mid-year meetings are outlined in Section 4.03. Notice for special meetings will be by the methods outlined in Section 4.04.  Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting for the sole purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these bylaws.

4.06 Quorum

At all meetings of the Board, except as otherwise provided by law, these bylaws or the Articles of Incorporation, the presence of at least 50% of elected Board members (to include the elected officers) shall constitute a quorum and an act of a majority of those voting at any meeting at which there is a quorum shall constitute the act of the Board. If a quorum exists at the beginning of a meeting the subsequent withdrawal or absence of a director shall not operate to defeat the existence of that quorum. If at any meeting of the Board there is less than a quorum present, a majority of those present may adjourn the meeting without further notice.

4.07 Vacancies

Any director vacancy occurring on the Board and any directorship to be filled by reason of an increase in the number of directors shall be filled through election by the Board. A director elected to fill a vacancy shall be elected to serve out the remainder of the vacated term. Persons elected to serve in new directorships shall serve until the next duly constituted election by the Association membership.

4.08 Compensation

Directors as such shall not receive any stated salaries for their services, but by resolution of the Board a fixed sum and expenses of attendance may be allowed for attendance at any regular or special meeting of the Board.  Nothing herein shall be constructed to preclude any director from serving the Association in any other capacity and receiving compensation therefore.

4.09 Informal Action by Directors 

Any action required by law to be taken at a meeting of the Board or any action that may be taken at a meeting of the Board may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all of the directors.

4.10 Removal

The Board shall have complete authority to declare vacant the directorship of any director who fails to attend three consecutive meetings of the Board without excuse by the Board itself, as reflected by resolution entered in the official minutes of the meeting of the Board. Additionally any member of the Board may be removed by a petition signed by a majority of the voting members of the Association. The president upon receipt of such petition shall suspend the director, without prejudice, until the next Board Meeting. At the next Board Meeting the case will be placed before the members for determination and upon two-thirds vote of the Board members present, the director may be removed from the Board. All such herein referenced removals will be without prejudice to the contract rights, if any, of the director so removed.

4.11 Resignation

Any director may resign at any time by giving written notice to the president or the secretary of the Association; such a resignation shall take effect at the time specified therein; acceptance of such resignation shall not be necessary to make it effective. A replacement will be selected in accordance with Article 4.07, herein.

ARTICLE V - OFFICERS

5.01 Officers

The officers of the Association shall be a president, a president-elect (one or more vice presidents if decided by the Board), a secretary, and a sergeant-at-arms, each elected to serve a four-year term in accordance with the provisions of this article. Officers of the Association are voting members of the Association Board of Directo