|
Bylaws
of the A-3 Skywarrior Whidbey Memorial Foundation
Article I: Offices
Section 1. The registered office
shall be at P.O. Box 1402, Oak Harbor, WA 98277
Article II: Purposes
and Limitations
Section 1. The purpose of this
nonprofit veterans’ Foundation shall be to provide the means and solicit the
funds to place an A-3 Skywarrior aircraft on permanent display at Naval Air
Station, Whidbey Island, Washington. This display shall be a memorial to those
who flew this aircraft, to those who perished and those who provided support
for the crews and their missions.
Section 2. In furtherance of this
purpose, this Foundation shall:
- Obtain an A-3 Skywarrior for
display
- Restore the aircraft to
near-original 1960s era configuration
- Raise public awareness about the
significance of the A-3 Skywarrior during its long service as one of the U.S.
Navy’s most versatile and historically important aircraft through forums, a
website, and other means to educate the public.
- Raise funds to restore the aircraft
and provide an appropriate site for its display.
Section 3. This Foundation is
licensed as a nonprofit corporation under Chapter 24.03 of the Revised Code of
the state of Washington and will not carry out or engage in any activities
which are not in furtherance of its articles of incorporation. All revenue or
other income of the Foundation shall be applied to the purposes of the
Foundation and no pecuniary gain or profit shall inure to any director,
officer, or member. No director, officer, or member of the Foundation shall
have a personal, proprietary or beneficial interest in the property or revenue
of the Foundation, either during its existence or upon its dissolution.
Section 4. No substantial part of the
activities of the Foundation shall consist of carrying on propaganda, or
otherwise attempting to influence legislation, and the Foundation shall not
participate in, intervene in, or distribute any statements in connection with
any political campaign on behalf of any political candidate or public office.
Article III:
Membership
Section 1. Those
individuals
who
provided a donation in the amount of $125 or more prior to 29 April 2011 are
considered Charter Members. As a token of appreciation for assisting in the
initial fundraising effort leading to the fly-in of the A-3 Skywarrior, these
members are entitled to receive a cap embroidered with the Foundation’s name
and logo.
Charter Membership is valid for the lifetime
of the member.
Section 2.Those
individuals who have provided donations amounting to $200 or more after 29
April 2011 are considered Life Members.
Section 3. Those
individuals who have provided donations in any amount, but less than $200,
after 29 April 2011 are considered Regular Members.
Section 4. All memberships are
permanent and effective upon initial donation of funds to the Foundation and
are not contingent upon annual payment or any other limitation.
Section 5. Charter
and Life Members are eligible to hold office in the Foundation. All members are
eligible to attend the meetings of the Foundation, to vote in the elections of
Directors and officers, to vote for any other matters that may, from time to
time, be proposed for a vote, and to receive periodic newsletters and other
information published by the Foundation.
Article IV: Meetings
of Members
Section 1. An annual meeting of the
members shall be held at a time and place specified by the Board of Directors
for the conduct of such Foundation business as may be appropriate. Special
meetings of the members may also be called by a majority of directors when such
meetings are deemed appropriate. All members will be notified by mail and/or
electronically of the time and place of general and special meetings no earlier
than 50 days and no later than 10 days prior to the date of the meeting.
If
an election of directors or officers is to be held at such a meeting, or if any
other matters are to be voted upon at the meeting, the notification provided to
members shall include the names of each candidate and a description of the
proposal to be voted upon. Whenever directors or officers or proposals are to be
elected by members, members may vote in person, by mail, by electronic
transmission, or by proxy in the form of a record duly executed by the member.
No proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.
Section 2.
At
a general or special meeting of the members, a quorum shall consist of at least
five members. Members present and voting in person, as well as members voting
by electronic transmission or by proxy are present for purposes of quorum,
count of votes, and percentage of total voting power present.
Article V: Directors
Section 1. There shall be three
directors. The
initial board of
directors are named in the Articles
of Incorporation and shall serve for 3 years. In the event of a
vacancy among the directors , the remaining directors shall appoint
an
interim replacement until such time as a
new
director shall be elected at an annual or special meeting.
Section 2. The
directors shall be elected by a majority of the votes cast at the annual
meeting of members. At least 90 days prior to the annual meeting, the President
shall appoint a nominating committee of at least five members, no more than two
of which shall be members of the Board of Directors, and designate one of the
members as chairman. The President may not serve as a member of the nominating
committee. The nominating committee shall meet at the call of its chairman and
select a qualified nominee for each expiring directorship no later than 60 days
before the annual meeting and report the nominees to the Secretary.
Section
3.The business of the
Foundation shall be managed by the Board of Directors, which may exercise all
such powers of the Foundation and do all such lawful acts and things as are not
prohibited by statute, by the Articles of Incorporation, or by these bylaws.
Article VI: Board of
Directors
Section 1. The Board of Directors may
hold meetings, both regular and special, either within or without the state of
Washington.
Section 2. Regular meetings of the
Board of Directors may be held without notice at such time and place as shall
be determined from time to time by the Board.
Section 3. Special meetings of the
Board of Directors may be called by the President or Secretary, or upon request
of two directors. Notice of a special meeting shall be given at least 7 days
before the date of the meeting.
Section 4. A majority of the Board of
Directors, at a meeting properly called, shall constitute a quorum for the
transaction of business and the act of a majority of the Directors present at
such a meeting shall be the act of the Board. Any action required or permitted
to be taken at a meeting may be taken without a meeting if consent is given by
all directors, either electronically or in writing, with respect to the subject
matter thereof.
Article VII:
Officers
Section 1. The officers of the
Foundation shall be elected by a
majority of the votes cast by the members present at an annual or special meeting
and shall serve for three years. The officers shall be a President, a
Vice President, a Secretary, and a Treasurer. Any two or more offices may be
held by the same person, except the President and the Secretary.
Officers
shall be nominated and elected in the same manner as prescribed for the
election of the Directors.
Section 2.
Officers
hold office at the pleasure of the Board of Directors. Should the majority of
the Directors decide that it is in the best interest of the Foundation to
remove an officer, they shall call a special meeting of the members describing
the reasons for the proposal to remove and call for a vote of the members to
confirm. The removal of an officer shall be effective upon an affirmative vote
of two thirds of the members voting.
Section 3. The President shall be the
Chief Executive Officer of the Foundation, shall preside at all meetings of the
members and the Board of Directors, shall have general and administrative
management of the business of the Foundation, and shall see that all orders and
resolutions of the Board of Directors are carried into effect. The President
shall supervise the performance of duty by the several officers and the
committees of the Foundation.
Section 4. The Vice President shall
perform such duties as may be assigned to him by the President or the Board of
Directors and shall perform the duties of the President when that officer is
not present at meetings.
Section 5. The Secretary shall attend
all meetings of the Board of Directors and members and shall record all
proceedings. He shall maintain a historical record of the proceedings and
provide a summary to the Board of Directors and the officers within 7 days
after each meeting. If the secretary is unable to attend any of these meetings,
a person may be appointed by the Board of Directors to fulfill the function of
recording the proceedings. The Secretary shall maintain an up to date list of
all members, including electronic and postal mailing addresses, and telephone
numbers, insofar as such information is available. He shall also perform other
duties as assigned to him by the President and the Board of Directors.
Section 6. The Treasurer shall keep
full and accurate records of receipts and disbursement of the Foundation’s
funds. He shall have access to the Foundation’s banking account for purposes of
conducting audits of the account whenever he deems appropriate. He may deposit
funds in the name and to the credit of the Foundation in such depositories as
may be designated by the Board of Directors. The Treasurer shall disburse the
funds of the Foundation as may be ordered by the Board of Directors and shall
render to the President and the Board, when they so require, an account of all
transactions as Treasurer and of the financial condition of the Foundation.
Section 7. In the event of a vacancy
among the officers, the Board of Directors shall appoint an interim replacement
until such time as a new officer is nominated and elected at a special or
general meeting of the members.
Article VIII:
Committees
Section 1. Standing Committees
a.
The President and the Board of Directors may create and
appoint the members of such standing committees as are deemed advisable to
assist the purposes of the Foundation.
b.
Restoration Committee: The A-3 Skywarrior aircraft is not the
property of the Foundation. It is on loan to Naval Air Station Whidbey Island
and is the property of the National Naval Aviation Museum. However, the
Foundation has a major role to play in restoring and reconfiguring the aircraft
in accordance with the Foundation’s purpose and the terms of agreements between
Naval Air Station Whidbey Island and the National Naval Aviation Museum. To
that end, there shall be a Restoration Committee which shall be responsible for
identifying and coordinating the completion of all practical tasks associated
with making necessary repairs and other changes to the aircraft in order to
reconfigure it in accordance with the Foundation’s purpose. There shall be a
person appointed by the Board of Directors to act as the Foundation’s
representative and point of contact in all dealings with the Naval Air Station
Whidbey Island and such of its tenant commands as may be involved in the
reconfiguration and restoration process. This person will also be the main
point of contact within the Foundation in all aspects of the restoration of the
aircraft. The restoration representative shall be the head of the Foundation’s
restoration committee and may select and appoint other individuals to assist
him in the actual work of the restoration and associated tasks. The restoration
representative will plan the work required to complete the restoration, will
coordinate as necessary with Naval Air Station Whidbey Island in the planning
and execution of such work, and will see that such work as is carried out by
the members of his committee is done in a timely, safe, and professional
manner. He will make such reports concerning the restoration as the Board of
Directors and the President may require.
c.
Site Planning Committee: There shall be a Site Planning
Committee consisting of a Chairman and at least one other member. The committee
shall be responsible for working with Naval Air Station Whidbey Island, and
such other entities as may be appropriate, to design and construct the display
site, and to participate in plans for the movement of the A-3 Skywarrior to the
display site. The committee chairman or his designated representative shall
represent the Foundation at all meetings attended by representatives of Naval
Air Station Whidbey Island and other organizations regarding the design and
construction of the display site, and movement of the aircraft. Within 7 days
of attending such a meeting, the committee chairman will provide a report of
the proceedings to the Board of Directors and the President. The committee
chairman will provide such other reports on the status of the site plan as the
Board of Directors and the President may direct.
d.
Fundraising and Publicity Committee: There shall be a
Fundraising and Publicity Committee consisting of a Chairman and at least one
other member. The committee shall be responsible for all aspects of planning
and executing activities directly related to the raising of funds to assist the
Foundation’s purpose. This shall include, but not be limited to, the
solicitation of donations, grants, and other forms of revenue. The committee
shall also be responsible for planning and coordinating the Foundation’s
publicity campaign on an ongoing basis. This includes such activities as
initiating and responding to contacts with media outlets, the drafting and
mailing of newsletters, and other such efforts as may be deemed appropriate to
assist the Foundation’s purpose. The committee will keep the Board of Directors
and the President advised of the status of its plans and intentions regarding
fundraising initiatives and will publish documents and make commitments on
behalf of the Foundation only with the approval of the Board of Directors. The
committee will provide such other reports as the Board of Directors and the
President may direct.
Section 2. The
Board of Directors may create and appoint members of Special Committees as
deemed appropriate.
Section 3. Unless
specifically authorized in writing by the Board of Directors, no committee or
committee member is empowered to authorize expenditure of Foundation funds or
to bind the Foundation for the commitment of any funds.
Article
IX: Revenue and Finance
Section 1. The
Board of Directors may authorize the raising or accumulation of revenue and may
acquire other valuable assets, provided such actions are consistent with the
purposes of the Foundation and are otherwise lawful.
Section 2. The
fiscal year of the Foundation shall be the calendar year from January 1st
to December 31st of that year.
Section 3. The
Foundation operates under the fiscal sponsorship of the A-3 Skywarrior
Association insofar as such portion of the Foundation’s revenue which are tax
exempt are payable to and maintained by the A-3 Skywarrior Association. A-3
Skywarrior Association is a designated 501(c)(3) Foundation and all tax
deductible funds earmarked for the use of the Foundation are held in that
account and disbursed to the Foundation as required. Other revenues, such as
payments for ball caps, shirts, and memorial pavers, which are not tax exempt,
are maintained in the Foundation’s banking account. Access to this account is
limited to the Board of Directors and the Treasurer. Only the Board of
Directors and the Treasurer are authorized to make deposits to this account, to
write and sign checks, and conduct any business relating to the account.
Section 4. Checks
drawn on the Foundation’s banking account shall not be issued without the
specific authorization of the Board of Directors. Details of these
transactions, including the identity of the payee and the purpose of the
expenditure, will be maintained by the Board of Directors and the Treasurer.
Section 5.
Requests for funds maintained in the A-3 Skywarrior Association account,
earmarked for the Foundation, will be made only by the Board of Directors. The
Treasurer and the Board will keep detailed records of the dates, amounts,
disposition, and purposes of the requested funds.
Section 6. The
directors, officers, members, and agents of the Foundation shall serve without
compensation, except they may be reimbursed for just and reasonable expenses
incurred in the course of discharging their duties in connection with the
affairs of the Foundation, in such amounts and other such conditions as may be
prescribed by the Board.
Article
X: Conflicts of Interest
Section
1. Whenever a director or officer has a financial or personal interest in any
matter coming before the board of directors, that person shall a) fully
disclose the nature of the interest and b) withdraw from discussion, lobbying,
and voting on the matter. Any transaction or vote involving a potential
conflict of interest shall be approved only when a majority of disinterested
directors determine that it is in the best interest of the Foundation to do so.
The minutes of meetings at which such votes are taken shall record such
disclosure, abstention, and rationale for approval.
Article
XI: Newsletter
Section 1. Under
such guidelines as may be established by the Board of Directors and the
President, the Foundation will periodically communicate to its members with
material related to the progress and status of the purposes of the Foundation.
This will be accomplished by the publication and distribution of a newsletter
or similar journal.
Article
XII: Miscellaneous
Section 1. Members
of the Foundation shall have the right of access to and inspection of the
Foundation’s membership records, accounting records, minutes of meetings, and
the Articles of Incorporation and Bylaws, under such guidelines as are
established by the Board of Directors.
Section 2. All
correspondence sent outside the Foundation by any officer or member of any
committee which relates to the business of the Foundation shall be approved by
the Directors.
Article
XIII: Amendments
Section 1. These
bylaws may be amended when necessary by a majority of the members present at a
general or special meeting. Amended bylaws will be published electronically and
in writing within two weeks of amendment.
These bylaws were
approved on __1 December 2012____________________________
| 
