A-3 SKYWARRIOR WHIDBEY MEMORIAL FOUNDATION
P.O. BOX 1402
OAK HARBOR, WA 98277

A-3 Skywarrior Whidbey Memorial Foundation Bylaws

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 veteransí 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. Navyís 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 Foundationís 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 Foundationís funds. He shall have access to the Foundationís 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 Foundationís 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 Foundationís purpose. There shall be a person appointed by the Board of Directors to act as the Foundationís 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 Foundationís 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 Foundationís 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 Foundationís 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 Foundationís 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 Foundationís 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 Foundationís 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 Foundationís 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 Foundationís 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____________________________