National Guard Bureau Alumni Association By-Laws
These bylaws were approved and adopted on 1 November 2016 by an NGBAA general membership vote.
Signed copy is available on request.
Article I – Name
- Section 1 – The name of this organization shall be the National Guard Bureau Alumni Association.
- Section 2 – Hereinafter the National Guard Bureau Alumni Association shall be referred to as NGBAA.
Article II – Purpose
- Section 1 – The purpose of NGBAA shall be to promote camaraderie, information sharing and fraternal relations among current and former members of the National Guard Bureau, Army National Guard Directorate, and Air National Guard Directorate.
Article III – Status
- Section 1 – NGBAA is a social organization, operated exclusively for the purposes specified in Article II above and in accordance with the requirements of Section 507 of the Internal Revenue Code.
- Section 2 – Officers, Chairs and appointed officials shall not receive any compensation for their services (salary, honorarium, wage, etc.). The Executive Board may, however, authorize reimbursement of expenses incurred in the performance of NGBAA duties.
- Section 3 – Nothing herein shall constitute members of NGBAA as partners for any purpose. No member, officer or agent of NGBAA shall be liable for acts or failures to act on the part of any other member, officer or agent. Nor shall any member, officer or agent be liable for acts or failures to act under these bylaws.
- Section 4 – NGBAA shall use its funds only to accomplish the purposes specified in Article II above.
- Section 5 – In the event of dissolution of NGBAA and after the discharge of all its liabilities, the remaining assets shall be given to a non-profit organization whose purposes and objectives are similar to those of NGBAA. The organization will be determined by a majority vote of the Executive Board.
Article IV – Membership
- Section 1 – The membership of the association shall be composed of men and women who currently serve or who have served at the National Guard Bureau, Army Guard National Directorate, or Air Guard National Directorate. These personnel may have served in an officer, warrant officer, enlisted, civilian or contractor status. Membership may be extended to Auxiliary, Honorary, and Associate members as defined below. Corporations, small businesses, etc., are eligible to join as Associate members provided at least one of the principals are themselves otherwise eligible for membership.
Section 2 – Subject to the provisions of Section 1 above, membership shall consist of five categories of individual affiliation: regular, auxiliary, honorary, life, and associate members.
- 1. Regular Members – Those eligible for membership, as prescribed in Section 1 of this Article who apply for membership and pay the prescribed annual dues in accordance with Article VI.
- 2. Auxiliary Members – Widows and widowers of deceased members or of any deceased individual who would have been eligible for membership. Auxiliary members will not be entitled to vote or required to pay dues. Auxiliary members will apply for membership. Once eligibility is validated and membership granted, the Auxiliary Member will be considered a paid Life Member for dues purposes.
- 3. Honorary Members – Individuals, whether or not eligible for regular membership as set forth in Section 1 of this Article, who have rendered exemplary service to the National Guard Bureau, may, as determined by a majority of the Executive Board, be designated as an Honorary Member of NGBAA. The Executive Board will have the authority to terminate an honorary membership by majority vote. Honorary Members will not be entitled to vote or required to pay dues.
- 4. Life Members – Those Regular Members in good standing who apply for Life Membership and pay the prescribed dues.
- 5. Associate Members – Any person, organization, or corporation who subscribes to the purposes, goals and objectives of the National Guard Bureau Alumni Association may apply to be an Associate Members. Associate members will pay dues in accordance with Article VI. Individual Associate members are entitled to one vote, but are not eligible to hold an elected office in the association. Corporate and Associate members are entitled to a set number of votes as outlined in the Corporate Membership Administrative Instructions and are not eligible to hold office.
- Section 3 – All applications for membership will be submitted electronically or in writing to the Membership Chair. The Membership Chair is empowered to accept any application or recommendation for membership. The Executive Board will review and vote on any application or recommendation for membership the Membership Chair recommends for rejection.
- Section 4 – The Executive Board may drop any member for good and sufficient cause after that member has been given an opportunity to be heard. The Executive Board may also reject reinstating a member who fails to maintain good standing as defined in Article VI.
Article V – Voting
- Section 1 – All issues requiring an Executive Board vote will be decided by a majority vote of those present and/or represented by proxy at an Executive Board meeting.
- Section 2 – All issues requiring a general membership vote will be decided by a majority vote of those present and/or represented by proxy at a general membership meeting.
- Section 3 – Only members with voting privileges as identified in Article IV who are in good standing as defined in Article VI may vote either in person or via proxy.
- Section 4 – In the event of a tie, the President will cast the deciding vote.
Article VI – Dues
- Section 1 – The Executive Board will review the annual dues structure as necessary. If the Executive Board votes to change the annual dues structure, the Executive Board will publish the new dues structure and effective date no later than November for the gaining year.
- Section 2 – Unless otherwise stipulated by the Executive Board, dues are due annually from the date the first date of membership. For example, if an individual first pays dues on 3 March, that individual's dues will always be due on 3 March of subsequent years. For administrative purposes, 3 March is considered the expiration date of the example individual's membership.
- Section 3 – Members will be notified 60 days in advance of their current membership expiration date. Any member who fails to pay dues by their expiration date will be notified of the delinquency. If the member fails to make payment 30 days after their expiration date, the delinquent member will be dropped from the rolls. The member will thereupon forfeit all rights and privileges of membership.
- Section 4 – Any member who has been dropped for non-payment of dues will be considered "not in good standing" and will only be reinstated upon payment of the annual dues. In accordance with Article IV, the Executive Board reserves the right to reject reinstating a member.
- Section 5 – Dues will be not be prorated. Single-year dues expire 12 months to the day after they are paid; likewise, multi-year dues expire a on the corresponding anniversary date for which they have been paid.
- Section 6 – For voting purposes, good standing constitutes full payment of at least one year's dues.
- Section 7 – The due structure for corporate, small business, etc. The Associate members structure is outlined in the Corporate Membership Administrative Instructions. The Executive board will review these instructions as necessary. If the Executive Board votes to change the Corporate Membership Administrative Instructions, the Executive Board will publish the new instructions and effective date no later than November for the gaining year.
Article VII – Meetings
- Section 1 – There shall be a general membership meeting in the month of February for the delivery of annual reports and dissemination of the yearly calendar.
- Section 2 – During election years, there shall be an additional general membership meeting in the month of September for the election of officers and committee members.
- Section 3 – The Executive Board shall meet as required.
- Section 4 – The Executive Board may schedule additional general membership meetings as required.
Article VIII – Executive Board
- Section 1 – The Executive Board shall be composed of the elected officers (President, Vice President – Army, Vice President-Air, Vice President-Civilians, Secretary, and Treasurer). The President may invite the Chairs of the standing committees (Membership, Social, Publicity, Scholarship, and Nomination) or ad hoc committees to attend Executive Board meetings as required. Committee Chairs are not eligible to vote during Executive Board meetings.
- Section 2 – The Executive Board shall be elected by the membership at the annual meeting occurring in September in odd numbered years. Each elected officer shall take office effective 1 October following the election. The time between the election and 1 October is to be used by the outgoing and incoming officers as a transition period. The outgoing officer must pass all notes, files, documents, account access, etc. to the incoming officer no later than 30 September. Elected officers shall serve for a term of two years. Elected officers may only succeed themselves once (for a total of four years) in the same office.
- Section 3 – The Executive Board shall have supervision, control and direction of the affairs of the association, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as may be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Executive Board may appoint and form ad hoc committees as necessary.
- Section 4 – The Executive Board shall meet upon call of the President at such times and places as he or she may designate and shall be called to meet upon demand of 2/3 of a majority of its members.
- Section 5 – All questions coming before the Board shall be decided by a majority vote, with each member of the board present being entitled to one vote. Proxy voting shall be permitted.
Article IX – Officers
- Section 1 – The elected officers shall be a President, Vice President-Army, Vice President-Air, Vice President-Civilians, Secretary, and Treasurer, each of whom shall be a regular or life member of the association in good standing.
- Section 2 – A vacancy in the office of the President shall be filled immediately by one of the Vice Presidents. The Executive Board will vote as to which Vice President will fill the role of President. Vacancies in other offices shall be filled at the discretion of the Executive Board. Vacancy fills will serve for the remainder of the unexpired term.
- Section 3 – The President shall be the chief elected officer of the association, shall preside at meetings of the association and of the Executive Board, and shall be a member ex-officio, with right to vote, of all committees except the nominating committee. The president shall also, at the annual meeting and at such other times as might be deemed proper, communicate to the association or to the Executive Board information or proposals to help in achieving the purposes of the association. Further, the President shall perform such other duties as are necessary incident to the office of the President.
- Section 4 – In the event of the President's temporary disability or absence, the President's designated Vice President shall perform the duties of the President. Vice Presidents are the association's lead for all activities related to their designated focus area (Le. Army, Air, or Civilians). Vice Presidents will attend and participate in Executive Board meetings, and shall be a member ex-officio with the right to vote of all committees except the nominating committee. Vice Presidents shall perform other duties as assigned by the President.
- Section 5 – The Secretary shall provide timely written notification of all meetings of the association and of the Executive Board and shall maintain a record of all proceedings. The Secretary shall also carry out these duties: prepare required correspondence, maintain the association's correspondence files and safeguard all important records, documents and valuable equipment belonging to the association. Further, the Secretary shall perform such other duties as are commensurate with the office or as might be assigned by the President.
- Section 6 – The Treasurer shall maintain a record of all sums received and expended by the association, make such disbursements as are authorized by the association or the Board, deposit all sums received in a financial institution approved by the Executive Board and make a final report at the annual meeting or when called upon by the President. Funds may be drawn from the account in the financial institution only upon the signature of the Treasurer. The funds, books and vouchers in the custody of the Treasurer shall at all times be subject to inspection and verification by the Executive Board.
Article X – Chairs and Committees
- Section 1 – The President, subject to the approval of the Executive Board, shall annually appoint Chairs of standing and special committees as required.
- Section 2 – The standing committees of the association are Membership, Social, Publicity, Scholarship, and Nomination.
- Section 3 – The Chair of the Membership Committee shall be responsible for maintaining membership records and collecting annual dues.
- Section 4 – The Chair of the Social Committee recommends and coordinates the logistics associated with general membership meetings and events.
- Section 5 – The Chair of the Publicity Committee will be responsible for all matters pertaining to publicity and media/community relations including but not limited to the association web page maintenance, distribution of event announcements, and photographic documentation of all events.
- Section 6 – The Scholarship Committee shall administer the NGBAA Scholarship program according to the provisions of a separate Letter of Instruction. Such letter shall be made prominent (e.g., posted to the Association website), and reviewed at least biennially for adequacy and currency of practice.
- Section 7 – The Nominating Committee will [sic] is responsible to insuring the highest standards for selection are followed, all prospective officers are full vetted, applications reviewed and selections are impartial. The committee shall consist of the Chair and four other members (who do not hold any elective or appointive office) to nominate candidates for the elected offices. The Nominating Committee Chair will choose the four additional members of the Nominating Committee. The committee shall notify the Executive Board in writing at least 45 days prior to the annual meeting, of its proposed slate of elected officers for the next calendar year. The Executive Board will approve proposed slate.
- Article XI – Parliamentary Authority
The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.
Article XII – Amendments
- Section 1 – These bylaws may be amended, repealed or altered in whole or in part by a two-thirds vote of members present at any duly organized meeting of the association, provided that a copy of any amendment proposed for consideration is made available to the membership for review at the meeting.
- Section 2 – The Executive Board shall have the power to make, alter or repeal from time to time, By-Laws of the Corporation, except that the Board may not amend or repeal any By-Law in which control is vested exclusively in the members. If any By-Law regulating an impending election of officers is adopted, amended or repealed by the Executive Board, there shall be set forth in the notice of the next meeting of members for the election of officers, the By-Laws so made, amended or repealed, together with a concise statement of the changes made.