ARTICLE I — ORGANIZATION
- The name of this organization shall be “USAF MSC ASSOCIATION, Inc.”
- The organization may at its pleasure, by a majority vote of the membership body, change its name but must comply with the dictates of the Official Code of Georgia.
ARTICLE II — OFFICES
- The principal office of the corporation shall be the address of the elected corporation secretary.However, the corporation shall at all times maintain a registered agent within the State of Georgia. The corporation may have such other offices, either within or without the State of Georgia as the Board of Directors may designate or as the business of the corporation may from time to time require. In the event business is conducted in a state or states other than the State of Georgia the Corporation will register in the state(s) requiring such registration.
ARTICLE III — MEMBERS
- Membership in this organization shall be open to all active, reserve, guard, retired and former United States Air Force Medical Service Corps officers and their surviving spouses.Parties desiring to be members shall submit a corporate-approved application to the secretary and upon acceptance on behalf of the corporation by the president and payment of dues shall be deemed members in good standing. A certificate of membership shall be issued to all members. To remain a member in good standing, dues must be current as determined from time to time by the Board of Directors.
- Honorary membership may be bestowed upon any person who has made a notable contribution to the USAF Medical Service Corps and who is not otherwise eligible for membership in the Association, at the discretion of the Board of Directors. Such honorary members may be retired, reserve, guard or active duty USAF medical service officers or others, to include non-commissioned officers and prominent civilians who have contributed to the advancement, growth, professionalism and success of the Medical Service Corps or its members. Such honorary members shall have no voting privileges and shall not be required to pay dues.
ARTICLE IV — MEETINGS
- ORGANIZATIONAL MEETING.The organizational meeting will be held at a place designated by the incorporators who will designate the initial directors and then tender their resignation as incorporators. Thereafter the meeting will be conducted by the directors who will, at a minimum, accept the resignation of the incorporators, approve and accept the bylaws, name a bank to be used by the corporation and elect a president, vice president, secretary and treasurer. Other business may be transacted if so desired.
- BIENNIAL MEETING.Biennial meetings of the members shall be held in the autumn of every other year beginning in 1995, the time and place to be determined by the Board of Directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. The secretary shall cause to be delivered to every member in good standing, at his or her postal address or electronic mail address as it appears in the membership records (manual or electronic) of this organization, a notice advising of the time and place of such meeting.
- SPECIAL MEETINGS.The president may call special meetings of this organization when he deems it in the best interest of the organization. Notices of such meeting to include time and location shall be mailed to all members at their addresses as they appear in the membership records at least ten (10) but not more than thirty (30) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.
At the request of a majority of the members of the Board of Directors or seventy five percent (75%) of the voting members in good standing, (not including honorary members) the president shall cause a special meeting to be called but such request must be made in writing at least thirty (30) days prior to the scheduled date. A notice will be mailed to members in good standing, or otherwise notified, advising them of the date, time and location of the special meeting.
No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all members present at the meeting.
- PLACE OF MEETING.The directors may designate any place, either within or without the State, unless otherwise prescribed by statute, as the place of meeting for any biennial meeting or for any special meeting called. If no designation is made, or if a special meeting be otherwise called, the place of meeting shall be the principal office of the corporation.
- ORDER OF BUSINESS AT BIENNIAL MEETING.The order of business at the biennial meeting of the members shall be as follows:
- Attendance count and verification.
- Reading notice and proof of mailing.
- Reading of minutes of last preceding meeting.
- Report of President.
- Report of Secretary.
- Report of Treasurer.
- Election of Directors.
- Transaction of other business mentioned in the notice.
In the absence of any objection, the presiding officer may vary the order of business at his or her discretion.
ARTICLE V –VOTING
- VOTING LISTS.
The officer or agent having charge of the membership records shall make, before each meeting of members, a complete and current list of the members entitled to vote at such meeting arranged in alphabetical order, with the address of each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member during the whole time of the meeting. The original records shall be prima facie evidence as to who are members entitled to examine such list or records and to vote at the meeting of members.
At any membership meeting the members of the corporation entitled to vote, and who are present, shall constitute quorum. The number of members present, in person, may transact any necessary business.
Each member entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these by-laws shall be entitled to one vote. At all meetings, except for the election of directors, voting shall be voice vote. The vote for directors shall be by ballot provided by the Board and must be signed by the individual member. All elections and questions shall be decided by majority vote except as otherwise provided by the Certificate of Incorporation or the laws of this State.
Whenever any person entitled to vote at a meeting of the members requests the appointment of inspectors, a majority of the members present at that meeting and entitled to vote shall appoint not more than three (3) inspectors, who need not be members. If the right of any person to vote at the meeting is challenged, the inspectors shall determine the right. The inspectors shall receive and count the votes either upon an election or for the decision of any question and shall determine the result. Their certificate of any vote shall be prima facie evidence of the validity of the vote.
ARTICLE VI — BOARD OF DIRECTORS
- GENERAL POWERS.
The business and affairs of the corporation shall be managed by its Board of Directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meeting and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.
- NUMBER, TENURE AND QUALIFICATIONS.
The number of directors of the corporation shall be at least three (3) but no more than twelve (12) who shall be members of the Corporation. One director shall be an active duty officer and one shall be a member of the Air Force Reserve/National Guard. Should there not be an available and willing candidate to represent either of these constituencies, that directorship position shall remain vacant until the next election. Each director shall hold office until his or her successor shall have been elected and qualified. The majority of the board members shall always be retired Air Force Medical Service Corps officers.
- CLASSIFICATION OF DIRECTORS.
At the first meeting of the members, the members of the board of directors shall be divided into three (3) classes of two (2) members each. The members of the first class shall hold office for a term of one (1) year; the members of the second class shall hold office for a term of two (2) years; the members of the third class shall hold office for a term of three (3) years. At biennial elections, four directors shall be elected for one term of six years. A director may be “appointed” by the Board to fill a vacancy. Upon completion of his/her appointed term, they may run for election for one six year term. A Board member may not serve consecutive elected terms. The Board will execute a plan to phase-in implementation of six-year terms for directors beginning in 2005.
- REGULAR MEETINGS.
A regular meeting of the directors, shall be held without other notice than this by-law immediately after and at the same place as the biennial meeting of members. The directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
- SPECIAL MEETINGS.
Special meetings of the directors may be called at the request of the Chairman, President or two or more directors. The directors may fix the place for holding any special meeting of the directors.
Notice of any special meeting shall be given at least three (3) days previously thereto by written notice delivered personally, or by telegram, fax, e-mail or mailed to each director at his address of record. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. If faxed or e-mailed, such notice shall be deemed to be delivered when the electronic transmission has been successfully completed. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
If the corporation shall have two (2) directors, all must be present to constitute a quorum for the transaction of business; if the corporation shall have more than two (2) directors, a majority shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
- MANNER OF ACTING.
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the directors.
- NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of directors or vacancies occurring in the board for any reason except an expiring term may be filled by a vote of a majority of the directors then in office, even though less than a quorum exists. Vacancies occurring due to expiring terms shall be filled by vote of the members. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of the predecessor.
- REMOVAL OF DIRECTORS.
Directors may be removed for cause by vote of the members or by action of the board. Directors may be removed without cause only by a vote of the members.
A director may resign at any time by giving written notice to the board, the president or the secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
No compensation shall be paid to directors, as such for their services, but by resolution of the board a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Members may be reimbursed for out-of-pocket expenses in conducting corporation business upon presentation of appropriate documentation and approval by a corporate officer (other than themself). Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.
- PRESUMPTION OF ASSENT.
A director of the corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
- EXECUTIVE AND OTHER COMMITTEES.
- The board, by resolution, may designate an executive committee or committees, consisting of three or more persons. Each such committee shall serve at the pleasure of the board.
- Standing Committees: There shall be standing committees, to include By-Laws, Investment, Membership and Awards, to conduct the ordinary business of the organization. Other ad hoc committees may be established, as determined by the President, to address special interests not within the domain of any standing committee. The committees shall consist of three or more members of the organization who are appointed by the President for a term of not more than two years, ending with the closing of the next biennial meeting of the membership.
ARTICLE VII — OFFICERS
The officers of the corporation shall be at a minimum, a president, a vice-president, a secretary and a treasurer, each of whom shall be elected by the directors. Such other officers and assistant officers as may be deemed necessary may be elected by the directors. Officers may serve in more than one capacity except that the president may not serve as secretary. Officers may also serve in the capacity of directors if so elected in conformance with these bylaws.
- ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the directors shall be elected at the time and place of the board meeting after the biennial membership meeting, for a period of two years. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner herein provided.
Any officer or agent elected or appointed by the directors may be removed by the directors whenever in the judgment of the directors the best interests of the corporation would be served thereby; such removal shall be without prejudice to the contract rights, if any, of the person so removed.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board. Ascension with the priority order normally being the officers designated in paragraphs 5. through 8. below.
The president shall be the principal executive officer (CEO) of the corporation and, subject to the control of the directors, shall, in general, supervise and control all of the business and affairs of the corporation. He shall sign, along with the secretary of the corporation, certificates of membership of the corporation, any deed, mortgages, bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the directors from time to time.
In the absence of the president or in event of his death, inability or refusal to act, the vice-president shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. The vice-president shall perform such other duties as from time to time may be assigned to him by the president or by the directors.
The secretary shall keep the minutes of the members’ and of the directors’ meetings in one or more books provided for that purpose, see that all notices are duly given in accordance with the provisions of these by-laws or as required, be custodian of the corporate records and of the seal of the corporation and keep a register of the post office address of each member which shall be furnished to the secretary by such member, have general charge of the membership transfer books, maintain the corporate minute book of the corporation and in general perform all duties incident to the office of secretary and each other duties as from time to time may be assigned to him by the president or by the directors.
If required by the directors, the treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these by-laws and in general perform all of the duties as from time to time may be assigned to him by the president or by the directors.
- CHAIRMAN OF THE BOARD.
The Chairman of the Board shall preside at all meetings of the board, shall review and approve all minutes of meetings of the Corporation, shall preside at all meetings of the members and shall be an ex-Officio member, with vote, of all committees
ARTICLE VIII — CONTRACTS, LOANS, CHECKS AND DEPOSITS
The directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.
- CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the directors.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the directors may select.
ARTICLE IX — CERTIFICATES AND THEIR TRANSFER
- Membership certificates of the corporation shall be in such form as shall be determined by the directors. Such certificates shall be signed by the president and secretary. All certificates shall be consecutively numbered or otherwise identified. The name and address of the members, and date of issue. shall be entered on the certificate transfer book of the corporation. All certificates surrendered to the corporation for cancellation shall be canceled and never reissued under the same number except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the directors may prescribe. Membership certificates are not transferable.
- The corporation shall be entitled to treat the holder of record of any certificate as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of this state.
ARTICLE X — FISCAL YEAR
The fiscal year of the corporation shall begin on the first day of January of each year.
ARTICLE XI — CORPORATE SEAL
The directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation, the state of incorporation, year of incorporation and the words, “Corporate Seal”.
ARTICLE XII – WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given to any member or director of the corporation under the provisions of these by-laws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIII — AMENDMENTS
These by-laws may be altered, amended or repealed and new by-laws may be adopted by a vote of the members representing a majority of the members present at any biennial membership meeting or at any special membership meeting when the proposed amendment has been sent out in the notice of such meeting.
ALL COMMENTS AND QUESTIONS SHOULD BE ADDRESSED TO THE SECRETARY
ARTICLE XIV — DISSOLUTION
Upon dissolution or liquidation of this corporation, any funds or assets will be contributed to organizations contained in the article of incorporation or as provided by the laws of this state.