Article I. Members

Section 1. The categories of membership in the 1st Signal Brigade Association, Inc, (the Association) shall be as follows:

(a) Regular Membership shall be open to any person who was or is currently assigned to the U. S. Army 1st Signal Brigade.

(b) Life Membership shall be open to any person eligible for Regular, or Associate Membership, who pays such one-time dues as may be prescribed from time to time by the Board of Directors.

(c) Associate Membership shall be open to (i) the surviving spouse or child of any person who would have been eligible for Regular Membership, and (ii) such other persons with some connection to the 1st Signal Brigade as the Board of Directors may from time to time determine.

(d) Charter Members shall be those persons who enrolled in this category of membership. The eligibility period for enrollment shall end six months from the date of initial approval of these By-Laws. Any Charter Member who fails to pay the annual dues or lifetime dues shall cease to be a Charter Member.

(e) Honorary Members shall be those persons designated as such by the Board of Directors for exemplary service to the Association.

Section 2. Application for membership shall be made in writing. The Board of Directors may by unanimous vote reject any application or may terminate the membership of any member for cause, after giving such applicant or member an opportunity to be heard. The decision of the Board of Directors shall be final and shall not be subject to appeal or litigation.

Section 3. Only Regular Members, Life Members or Charter Members in good standing, whose current dues have been paid in full, shall be eligible to serve as directors or officers of the Association or to vote in any meeting.

Article II Annual Meeting

Section 1. The members of the Association shall meet once a year. The date, time and place of the Annual Meeting shall be determined by the Board of Directors and notice shall be given to all member as early as practicable. At the Annual Meeting the directors and officers shall report to the members of their activities during the preceding year, and new directors and officers, as required, shall be elected for the coming year. In the event no Annual Meeting is held in any year, the directors and officers shall continue in office, subject to the resignation and removal provisions of these By-Laws, until the next Annual meeting is conducted.

Section 2. A member not personally attending any Annual Meeting may give a written proxy to any other member who will be present in person at the Annual Meeting to vote on such matters as may come before the Annual Meeting.

Article III. Dues.

Section 1. The Board of Directors shall prescribe the dues to be paid by each category of members from time to time.

Section 2. In the absence of any different dues schedule prescribed by the Board of Directors, the dues for each category of membership shall be:

 

Regular:                     $15.00 for one year

                                      $25.00 for two years

                                      $35.00 for three years

Life:                              $250.00

Associate:                  $10.00 for one year

                                      $17.00 for two years

                                      $25.00 for three years

Charter                        Dues same as Regular

Charter membership is restricted to those who sign up during the announced eligibility period.

Honorary:                    No dues.

Article IV. Board of Directors

Section 1. The business and affairs of the Association shall be controlled and administered by and under the supervision of the Board of Directors.

Section 2. The Board of Directors shall consist of fifteen (15) directors. Reasonable efforts shall be made to have different ranks and time periods represented on the Board of Directors and in the composition of the officers of the Association. Directors shall be elected for two year terms as vacancies occur by expiration or other action.

Section 3. The directors shall be elected at the annual meeting of the Association. At the 2001 Annual meeting, three directors shall be elected for three year term At Annual meetings after 2001, elections shall be held only to fill directorships which become vacant due to expiration or other action that ends a director's term. Director shall be elected by majority vote of the members present, in person or by proxy, and eligible to vote. Directors shall continue to hold office until their successors are elected but may resign at any time. Any director may be removed at any time, with or without cause, by a unanimous vote of all the other directors, or by a majority vote of the members of the Association. Any vacancy created by resignation or removal from office shall be filled by majority vote of the Board of Directors remaining in office and the director so chosen shall serve out the unexpired term of the director he replaces.

Section 4. Immediately after the election of directors at the Annual Meeting the directors shall elect one director to serve as Chairman of the Board for the coming year. He shall call and preside over all meetings of the Board of Directors and establish the agenda for each meeting.

Section 5. The Board of Directors may meet by electronics voice or message conference, or may pass written resolutions by majority vote.

Article V. Officers

Section 1. The officers of the Association shall consist of at least a President, Vice-president, Secretary, and Treasurer.

These officers shall by chosen by majority vote of the Board of Directors and serve at the pleasure of the Board of Directors.

Section 2. The President shall be the chief executive officer of the Association and shall preside over meetings of the Association. He may appoint members to any committee of the Association.

Section 3. The Vice President shall assist the President in the performance of his duties and shall perform the duties of President whenever the President is absent or unable or unwilling to do so.

Section 4. The Secretary shall record the minutes of all meetings of the Association, the Board of Directors and all committees and shall be the custodian of the minute books and seal of the Association. In the absence of the Secretary, the person presiding over any meeting shall appoint an Assistant Secretary to record the minutes of that meeting. Minutes shall be typed and submitted to the Board of Directors within thirty (30) days after the meeting.

Section 5. The Treasurer shall keep custody of the funds and liquid assets of the Association and shall render an annual financial report to the Board of Directors and the Association at the annual meeting of the  Association or, if no such meeting is held in any year, not later than December 1. He shall not be required to give any bond in connection with his office.

Section 6. In addition to the officers listed above the President may appoint and remove the following positions;

(a) The Membership Chair shall keep the roster of the Members of the Association; shall accept applications for membership; and shall forward all dues received to the Treasurer. The Chair, and other members working with the Chair, shall endeavor to contact all members of the 1st Signal Brigade, past or present, and to enroll as many of them as possible as members if the Association. The Association shall reimburse the Membership Chair and other members of this committee active in this effort for the direct costs of postage, telecommunications and stationary.

(b) The Newsletter Editor shall see to it that a periodic newsletter is published and distributed to the members. The Newsletter Editor may appoint assistant editors and publishers as the Editor sees fit. The Association shall reimburse the Editor and others involved in the publishing and distributing the newsletter for the direct expenses thereof.

(c) The Historian shall be responsible for the safekeeping of all historical records in the possession of the Association and for researching the history of the 1st Signal Brigade and shall publish accounts of the same in the newsletter from time. The first such report shall appear in the first issue of the newsletter following adoption of these By-Laws.

(d) The Quartermaster shall be responsible for the safekeeping of the tangible assets of the Association, not including the financial assets kept by the Treasurer.

(e) The Chaplain shall conduct all religion and memorial observances of the Association.

Assistants to any of the above may be appointed as necessary.

Section 7. The officers listed in Sections 2 through 5 above may be removed at any time, with or without cause, by majority vote of the Board of Directors. The officers listed in Section 6 may be removed at any time with, or without cause, by the President. Any officer may resign at any time. Vacancies in any office may be filled as set forth above.

Article VI Committees

Committees to carry out the business of the Association may be created and members appointed to serve on their or removed from them by the Board of Directors or the President.

Article VII Transfer of Property

Any sale or transfer of property of the Association shall be valid only if signed by (a) the Chairman of the Board, President or Vice President, and (b) the Treasurer or and Assistant Treasurer. This section shall not apply to drawing checks or otherwise withdrawing funds from the Associations bank accounts which may be done on the signature of Treasurer or any other authorized signatory alone.

Article VIII Quorum

At any meeting of the Association, a quorum for the transaction of any business shall be those actually present, in person or by proxy. At any meeting of the Board of Directors, a quorum shall be a majority of the directors then in office. All proceedings at any meeting shall be conducted by majority vote of those present and eligible to vote.

ARTICLE Indemnification 

The Association may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that such person is or was director, officer, support staff, employee, or agent of the Association, against expenses (including attorney’s fee) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Association, provided that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his or her duty to the Association, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.

The Board of Directors shall take all such action as may be necessary and appropriate to authorize the Association to pay the indemnification provided by this Article IX including without limitation, to the extent necessary, making a good faith evaluation of the manner in which the claimant for indemnity acted and of the reasonable amount of indemnity due him or her.

No director, officer, support staff, employee or agent shall have personal liability arising out of an action whether by or in the right of the Association or otherwise for monetary damages for breach of any duty; provided, however, that the foregoing shall not limit or eliminate their personal liability with respect to (i) acts or omissions occurring prior to the date of the effectiveness of these bylaws, (ii) acts or omissions at the time of such breach that were known or believed to be clearly in conflict with the best interest of the Association, or (iii) any transaction from which they derived an improper personal benefit or which was in violation of any federal or state statutes.

The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such director, officer, support staff, employee or agent may be entitled under any statute, bylaw, agreement, vote of the Board of directors or otherwise, and shall not restrict the power of the Association to make any indemnification permitted by law.  The Board of Directors may authorize the purchase of and maintain insurance on behalf of any director, officer, support staff, employee or agent of the Association against any liability asserted against or incurred by them which arises out of such person’s status in such capacity or out of acts taken in such capacity, whether or not the Association would have the power to indemnify the person against that liability under law.  In no case, however, shall the Association indemnify, reimburse or insure any person for any taxes imposed on such individual under Chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (the “Code”).  Further, if at any time the Association is deemed to be a private foundation within the meaning of Section 509 of the Code then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in Sections 4941(d) or 4945(d), respectively, of the Code.  If any part of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.

Article X Amendment

The Board of Directors may make, alter, amend or repeal these By-Laws, or any portion thereof, by majority vote at any time, as long as such By-Laws are consistent with the Articles of Incorporation and the (State) Nonprofit Corporation Code.

Article XI Effective Date; Transitional Rule

These By-Laws shall take effect immediately upon their adoption by majority vote of the Board of Directors.

Adopted by the Board of Directors On November 1, 2008