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BYLAWS THE
ASSOCIATION OF WASHINGTON GENERALS
PREFACE Pursuant to the provisions of RCW 24.03 of the
Washington Non-Profit Corporations Act: the undersigned herewith adopt the
following Amendments to the original Bylaws, dated April 1, 1971, which were
amended and dated on October 15, 1980, and again amended and dated on June 19,
1986. For clarity, the entire Bylaws were ratified and approved on December 13,
1993; amended and approved again by Board vote on July 11, 1994, in March 1995,
in February 1996, on June 9, 1997, on November 13, 2000, and on July 23, 2006;
and revised by the appointed Board Committee on August 8, 2006. The Bylaws that
follow were reviewed and corrected on December 2, 2006, and approved on December
12, 2006. Within these pages the use of “General
Staff” shall mean Board of Directors; “Command Staff” shall mean the
Executive Committee; “Commanding General” shall mean President; “Deputy
Commanding General” shall mean Vice President; “Adjutant” shall mean
Secretary; “Finance Officer” shall mean Treasurer; and “Information
Officer” shall mean Chief Information Officer. The terms “he” and
“she” shall be interspersed and when so used mean either sex. PURPOSE
The
Association of Washington Generals is organized for charitable purposes within
the meaning of section 501c3 of the Internal Revenue Code, serving in particular
the Educational System of Washington State, its environment and industries, and
is dedicated to the improvement of Washington’s quality of life overall. The
Association also provides the state with a means of awarding its highest
distinction to individuals in recognition of exceptional services rendered or
duties performed, and its officers also serve the state as voluntary Ambassadors
of Trade, Tourism and Goodwill, nationally and internationally. ARTICLE I
– HEADQUARTERS STAFF
Section
1.01 Name and Title: The Name and title of this organization shall be The Association of Washington Generals. Section
1.02 Meetings: The Annual Meeting of the Association shall be held, whenever possible, on February 22 in honor of George Washington, first President of the United States of America, and for whom our glorious state was named. If this is not practical, it shall be held as close as possible to that date. Section
1.03 Voting: All current members whose dues are paid up to date are eligible to vote at the Annual Meeting. Section
1.04 Fiscal Year: The fiscal year shall commence on
September 1 and end on the last day of August each year. ARTICLE II – MEMBERSHIP Section
2.01 Classification of Membership: There shall be five
(5) classifications of membership, as follows:
Brigadier General (One Star)
Major General (Two Star)
Lieutenant General (Three Star)
Full General (Four Star)
General of the State (Five Star) A. Brigadier Generals shall hold honorary rank and have no vote nor be financially responsible to the Association of Washington Generals, though their contributions will be cheerfully accepted. Any Active General who determines that the candidate’s qualifications are meritorious enough to deserve such recognition may nominate Brigadier Generals. A nomination form must be submitted to the AWG Awards Committee for consideration and final approval. Brigadier Generals may activate their commissions for promotion to Major General by meeting the requirements of that rank. The Awards Committee must approve all nominations and promotions. B. Major Generals may be nominated by any Active General. Upon confirmation and payment of the initiation fee and the first year’s dues, the individual shall become a Two Star General, with all rights and privileges of this rank in the Association. Any Major General who does not remain current in his dues shall revert in rank to Brigadier. C. Members of the General Staff shall retain the rank of Full Generals. D. Three, Four and Five Star Generals in good standing may not be reduced in rank, but will lose their voting privileges if not current in dues. E. The Commanding General shall receive and retain the rank of General of the State. F. A member in good standing is a General who is current in dues. G. Members of the Board with more than three (3) unexcused absences are subject to being dropped from the Board. H. A surviving spouse shall be eligible to assume a Brigadier General’s Commission. Section
2.02 Membership Fees: These include individual initiation fees
($25.00) and annual dues of $50.00. ARTICLE III – OFFICERS Section
3.01 List and Title: The Elective Officers who serve
on the Command Staff and General Staff must be members in good standing. The
following shall have voting privileges: A.
The Commanding General (President) B. The
Deputy Commanding General (Vice President) C. The
Adjutant (Secretary) D.
Finance Officer (Treasurer) E. Information
Officer (CIO) F.
General Staff (Board) Section
3.02 Executive Committee: The Executive Committee
(Command Staff) shall consist of the Commanding General, the Deputy Commanding
General, the Adjutant, the Finance Officer, the Information Officer and the Past
Commanding General. The Executive Committee shall hold meetings as
necessary to make recommendations to the General Staff and, in case of an
emergency, to act for the General Staff. Section
3.03
Selection and Terms of Office: A.
The General Staff (Board) shall be elected at the Annual
Meeting. Each Staff member shall hold office for two years. They may be elected
to three consecutive terms. With a break in service of one year, they may be
again elected to serve an additional three terms. B.
The Officers of the Board shall be elected at the first
meeting following the Annual Meeting.
Section
3.04 Meetings: The General and Command Staffs shall
hold regular monthly meetings on the 2nd Tuesday of the month whenever possible.
Special meetings may be called by the Commanding General or by a request of four
members of the General Staff. Section
3.05 Past Commanding Generals: All PCGs who are
members in good standing shall be ex officio members of the General Staff. Section
3.06 Removal from Office: An officer of the Command
and/or General Staff may be removed from office by a vote of two-thirds (2/3) of
the Board, or for failure to pay dues. Section
3.07 Vacancies: Whenever a vacancy occurs in any General
Headquarters office, the Commanding General may appoint another member of the
GHQ to fill that position for the rest of the term. In case of the death,
absence or inability of the Commanding General to fill the duties of the office,
those responsibilities shall be taken over by the Deputy Commanding General. If
both are unable to assume the required responsibilities, then a Past Commanding
General shall fill the vacancy by vote of the Board. Indemnification of Officers: Each Staff Member or
GHQ Officer now or hereafter serving the Association of Washington Generals, and
each person who at the request of or on behalf of the Corporation is now serving
or hereafter serves as a Staff Member or Officer, and their respective heirs,
executors and administrators, shall be indemnified by the Corporation against
all costs, expenses, judgments and liabilities, including attorneys’ fees,
reasonably incurred by or imposed upon him or her in connection with or
resulting from any action, suit or proceeding, civil or criminal, in which he or
she is or may be made a party by reason of his or her indemnification
shall be made with respect to adjudications other than on the merits and shall
extend to settlement and compromises. The foregoing right of indemnification
shall not be exclusive of other rights to which such Staff member or Officer may
be entitled to as a matter of law. This section may be altered or amended at any
time as provided by the Bylaws, but no such amendment shall have the effect of
diminishing the rights of any person who is or was a Staff Member or Officer as
to any acts of omissions taken or omitted to be taken prior to the effective
date of such amendment. Section
4.01 General Staff Responsibilities: All Staff
members, except ex officio members, shall be present at all Staff meetings. Any
absence must be approved by the Commanding General upon notification. The Staff
shall: A. Approve
all bills that are proper and due to be paid as per the rules and regulations of
the AWG. B. Review
the programs of the Command and General Staff Committees and make its
recommendations to the appropriate committee or Officer for implementation. C. Have
full power and authority to conduct such business on behalf of the Association,
as it deems appropriate, as the officers of any State of Washington company or
enterprise do within the law when operating as a corporation. D. Be
deemed to stand in a fiduciary relationship to the Association of Washington
Generals, and shall discharge the duties of their respective positions in good
faith and with the diligence, care and skill which ordinarily prudent persons
exercise under similar circumstances and in like positions. E. Determine
that any voting member of the General and Command staff missing three (3) or
more consecutive meetings may not vote unless otherwise authorized by the
Commanding General or his or her representative. Section
4.02 Commanding General: The Commanding General shall
have the following responsibilities: A.
To preside over all meetings of the Command and General
Staff, regular or special. B.
To appoint such officers and committees as may be authorized
by the Bylaws of the Association of Washington Generals. C.
To convey, sell or relinquish interests in real property by
managing the General Headquarters assets in cooperation with the Command and
General Staff. D.
To present the Charter to any future Divisions, either in
person or by authorizing a representative. E.
To convene any future Division and preside therein, inspect
its proceedings, and require its conformity to the Association’s rules and
regulations. F.
To remove any officer of a new Division or General
Headquarters Staff from the duties of his office for just cause, per section
3.06, and to remove the Charter of any Division for discrediting conduct to the
Association. G.
To present at the Annual Meeting “The Commanding
General’s Message” outlining the overall condition of the Association and
recommending actions and programs for the coming year. H.
To discharge all the necessary executive functions of the
Command and General Staff. I. To be a signatory on the bank account of the AWG, and be eligible to sign all checks pertaining to the business of the Organization in the absence of the Finance Officer. Section 4.03 Deputy Commanding General: A.
The Deputy Commanding
General shall discharge such executive functions of GHQ staff as may be assigned
to him by the Commanding General. He shall also take the place of the CG in the
event of the absence or inability of the CG to serve. B. Shall
be a signatory on the bank account of the AWG, and shall be eligible to sign all
checks pertaining to the business of the Organization in the absence of either
the CG or Finance Officer. Section
4.04 Immediate Past
Commanding General: The Immediate Past Commanding General shall be an adviser to
the CG and the General Staff, with voting privileges subject to provisions of
4.01(E). Section
4.05 Adjutant: The Adjutant shall have the following
responsibilities: A.
To keep the minutes of all proceedings of the Command and General Staff
in books provided for that purpose. B.
To attend to the giving and serving of notices of all meetings of the
Command and General Staff. C.
To execute with the Commanding General in the name of the Corporation all
deeds, bonds, contracts, and other obligations and instruments authorized by the
Command and General Staff. D.
To keep and have charge of the minutes of the General Headquarters Staff,
have charge of the Commission Rolls, the text of Bylaws, Rules and Regulations
of the Association, the Seal of the Corporation and such other books and records
as the General Staff may direct, and in general perform all duties incident to
the customary office of “Secretary” subject to the control of the General
Staff. Section
4.06 A.
To keep, or cause to be kept, full and accurate accounts of receipts and
disbursements in books reserved for that purpose in the manner and style of
normal accounting procedures. B.
To receive, receipt and deposit all monies and other valuables of the
Command and General Staff in the name and to the credit of the Association, in
such depositories as may be designated by the General Staff. C.
To disburse, or cause to be disbursed, the funds or materials of the
Association as may be directed by the General Staff. D.
To render to the CG and the General Staff, whenever they so require,
accounts of all his transactions as Finance Officer and of the financial
condition of the Association. E.
In general, to perform all duties incident to the office of Treasurer. F.
To be placed under surety bond at Association expense when the General
Staff, in consort with the Finance Committee, decides the risk is of a value
high enough to warrant such bond. G.
To be a signatory on the bank account of the AWG, and sign all checks
pertaining to the business of the Organization.
A. To
provide governance and guidmance data for the Commanding General and
Executive Committee. B.
To establish administrative policies and procedures and review output in
order to improve corporate efficiency within the AWG. C.
To help translate strategic plans and policy programs from ideas to
execution. D.
To assist the General and Executive staff to implement those Bylaws
governing the conduct and responsibilities of Elected Officers. E.
To use information technology and editorial skills in the production of
all AWG documents and information releases to permit language and grammatical
uniformity. ARTICLE
V – COMMITTEES Section
5.01 Standing Committees: A. Fundraising Committee: Consisting of five members, the fundraising committee shall:
B. Finance Committee: Consisting of five members, including the CG, the DCG, the Finance Officer and other members as required. C. Scholarship Committee: Consisting of three members. To encourage and motivate students in Washington State to participate in the Essay Program of AWG. D. Awards and Nominations Committee: Consisting of three members. To determine the qualifications of all AWG commission candidates for approval of rejection. E. Venue Committee: Consisting of three members. To determine the site of the Annual Banquet facility and catering arrangements within the budget cost.
Auction Committee: Consisting of five members. To set up and procure
donations for the annual auction and to arrange for the auctioneer and delivery
and display of the items at the banquet facility. Section
5.02 Special
Committees: Other committees deemed necessary by the CG or the Command and
General Staff may be established throughout the year. Section
5.03 General Rules for Committees: The CG and Deputy
CG are automatically ex officio members of all committees. The duties of any committee, standing or special,
may be expanded, diminished or abolished by vote of the General Staff. All committee chairs
are responsible to the CG and General Staff and will: A.
Make oral or written reports at each General Staff meeting when required
or requested. B.
Hold meetings frequently enough to properly conduct the business of the
committee. C.
Submit budget and written requests for funds before expenses are
committed. D.
Maintain fiscal records and receipts for expended funds. No committee chair or committee member will make
contracts with nor represent, by virtue of their position, any promises to
others without written permission of the CG and the Command and General Staff. ARTICLE VI – MEETINGS Section 6.01 Meetings: All
meetings of the General and Command Staff, all committees and future Divisions
shall be conducted under Robert’s Rules of Order. Section
6.02 Votes: All actions of a substantive nature, including fiscal
matters, shall require an affirmative vote of the members present. Each member
shall have one vote. Section
6.03 Quorum:
In meetings of the Command and General Staff and all committees, a quorum of at
least half the members is required. Section
6.04 Proxies:
Proxies will be allowed in the case of the Annual Meeting. ARTICLE VII – FINANCE AND REVENUE Section
7.01 Responsibility: The General Staff is the fiscal
entity responsible for the manner of collection and disbursement of GHQ funds.
An annual budget, prepared by the Finance Committee, shall determine the basic
operating expenses. The proposed budget shall be submitted to the membership at
the Annual Meeting. Section
7.02 Income: Income to the Association may come from
the following sources: A.
Dues, initiation fees, lifetime memberships and
contributions. B.
Proceeds from investments made by the General Staff. C.
Earnings from Association activities. D.
Income from sales of merchandise, uniforms or insignia. E.
Wills and bequests to the Association. F.
Contributions donated exclusively for charitable,
educational or scientific purposes as qualified under the provisions of Section
501c3 of the United States Revenue Code. G.
Any other source approved by the General Staff. Section
7.03 General: The Finance Committee will be the first
entity to review any requests for expenditures, and then present their findings
to the General Staff for approval. Neither the Association nor any of its
members may lobby, promote, propagandize or publish any material claiming
support of the Association for political candidates, issues or campaigns. ARTICLE VIII – AMENDMENT PROCEDURES Section
8.01 Amending Procedure: These Bylaws may be amended
at the Annual Meeting, or at a Special Meeting, using the following procedure: A. Notice shall be given to the General and
Command Staff at least thirty (30) days prior to the meeting indicating the
nature of such amendments.
B. A majority of the General and Command Staff
present will be required for passage of any amendment. ARTICLE IX – DISSOLUTION Section
9.01 Dissolution
of Corporation: Upon the dissolution of this Corporation (Association), the
General Staff shall, after paying or making provisions for payment of all
liabilities of this Corporation, dispose of all the assets of this Corporation
exclusively for the purpose of said Corporation, in such manner, or to such
organization(s) operated exclusively as charitable, educational, or scientific
purposes, as shall at the time qualify as an exempt organization with Section
501c3 of the United States Revenue Code. ARTICLE X – CORPORATE SEAL Section
10.01 Seal:
The General Staff shall provide a suitable and proper Seal of the Corporation
and for its uses as provided within these Bylaws. AMENDMENTS
NOTED: IN
WITNESS THEREOF: We have hereunto affixed our signatures of the Command and
General Staff Officers present on this 12th day of December 2006. ____________________________
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____________________________ KAG/JCG 12/14/06
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