BYLAWS OF
THE SPAATZ ASSOCIATION, INC

[Reviewed for accuracy by the TSA Bylaws Committee on 30 Dec 11.]

Table of Contents

ARTICLE I

Purpose

The purpose of the association is to provide charitable assistance, guidance, and other support to organizations and individuals supporting aerospace or emergency services activities; and/or youth programs (such as Civil Air Patrol) dedicated to producing the dynamic leaders the United States requires for the future.

ARTICLE II

Membership

1. The membership of this association shall consist of the recipients of the Civil Air Patrol General Carl A. Spaatz Award. Other membership categories shall be determined by recommendation of the Board and approved by the membership. The membership categories as established by these Bylaws shall be:

2. Any member shall have the right to speak or present positions or work on any committee of this association at any time unless under censure by the association.

3. New recipients of the Spaatz award shall have their membership dues waived for the first year in order to welcome them to the association.

ARTICLE III

Officers and Board of Directors

1. The association shall consist of a board of 13 Directors and 1 alternate Director.

2. The board shall be led by four officers, the President, the Vice-President, the Secretary, and the Treasurer.

3. The alternate director shall represent any proxy votes for absent directors. In the case of the loss of a director, the alternate director shall assume the seat of the director for the remaining term of that director. In the case of the assignment of a board member as an interim officer, the alternate director will assume the seat of the assigned board member only for the duration of the assignment. The alternate director will then resume their elected alternate seat for the duration of their elected term. In no event will an alternate director assume an officer position. [Amended 2008 Amendment 1]

4. The President shall appoint an interim alternate director whenever the alternate director is required to assume the seat of a director. The board shall remain 13 in number. [Amended 2008 Amendment 1]

5. The board shall be the governing agent for the association and is empowered to act fully on behalf of the membership. The board shall report to the full membership in an annual membership meeting.

6. In the event of loss of an officer other than President, the board will assign from their membership an interim officer to assume the duties of the vacant position until such time as an election is held to fill the remainder of the term. In no event will the term of this assignment exceed the date of the next general election. When the assignment is completed, the assigned board member will resume their elected board seat for the duration of their elected term. In the event of the loss of the Association’s President, the Vice-President shall succeed. [Amended 2008 Amendment 1]

7. In the event of the loss of the entire board, the Bylaws committee chairman, the Public Affairs committee chairman (editor), and the Program Planning committee chairman (the Program Manager) will take any action necessary: to continue the day to day business of the Association; to re-establish the officers and board of this association and establish an election by the membership as soon as possible.

8. All Officers and Directors shall be responsible for assuring that association liabilities are met. This includes assisting the Treasurer in meeting his responsibilities. No Officer or Director shall allow the association to fall into debt. No commitments shall be made that current funding does not support.

9. The Board is responsible for determining any insurance requirements to protect the association and its members in the performance of their duties.

ARTICLE IV

Terms of Office

1. At-Large Directors (9) and the alternate Director shall serve a term of approximately two years. There shall be no term limits for At-Large Directors. Terms for the first Directors shall be staggered as follows:

2. The President shall serve a term of approximately two years with the exception of the first President elected under these Bylaws, who shall be elected for approximately three years. There shall be no term limits for the President. [Amended 2008 Amendment 2]

3. The Vice-President shall serve a term of approximately two years. There shall be no term limits for the Vice-President. [Amended 2008 Amendment 2]

4. The Secretary shall serve a term of approximately two years with the exception of the first Secretary elected under these Bylaws, who shall be elected for approximately three years. There shall be no term limits for the Secretary.

5. The Treasurer shall serve a term of approximately two years. There shall be no term limits for the Treasurer.

6. A term shall be defined as the period from the closing gavel of the membership’s annual meeting to the closing gavel of the membership’s closest annual meeting to the length of time specified for the office.

7. Once the terms for a position have been established, they shall be maintained. In the event of a new election to fill a vacancy, it shall only be for the remainder of the open term.

ARTICLE V

Responsibilities of Officers

1. President – the President is the principal operating officer of the association.

2. Vice-President – shall stand in lieu of the President when the President is absent.

3. Secretary – the Secretary is responsible for all membership notices, communications, membership rosters, association publications, association mailings, and historical records of the association both for internal and external consumption.

4. Treasurer – The treasurer is responsible for all aspects of the financial affairs of the association and shall not allow any disbursements or commitment of association funds without proper approvals and availability of funds.

ARTICLE VI

Standing Committees

These committees are constitutional in nature and as such are not dissolvable by actions of the Board. The Chairs of these Committees as well as the entire Bylaws Committee, therefore, must be approved by the Membership. These positions are considered elective in nature.

1. The Bylaws Committee:

2. Program Planning Committee:

3. Public Affairs Committee:

4. Other committees may be authorized, but they will not be standing committees in that they will serve at the discretion of the board or appointive authority and may be disbanded or created at any time at the discretion of the creating authority.

ARTICLE VII

Impeachment of Officers, Directors and Elected Offices

1. This section applies to all officers, directors and elected committee members.

2. Members may be removed from office only for the following reasons:

3. Procedures:

ARTICLE VIII

Resolution of Membership Grievances

1. Any member may submit a grievance to the Chairman of the Bylaws Committee.

2. The grievance should be in writing and cover the circumstances being grieved.

3. The Chairman of the Bylaws Committee shall assign a Committee member to investigate the grievance.

4. Upon completion of the investigation the assigned Committee member shall submit findings to the board with recommendations as to resolution of the grievance. A copy of the finding shall be given to the grieving member.

5. A copy shall also be placed on file with the Secretary.

6. The board shall have the grievance finding as an agenda item at its next meeting and shall dispose or redress the the grievance as it sees fit.

ARTICLE IX

Meetings and Procedures

1. There shall be an annual membership meeting. The time and place shall be determined by the board. Elections shall be held at this meeting.

2. The President or the President’s designee shall chair the annual meeting except for elections which shall be chaired by the chair of the Bylaws Committee or if running for election a member of that committee shall chair.

3. Rules shall be established to ensure the orderly flow of all association meetings. The rules shall assure the easy participation of members and shall not be over-encumbering or otherwise overly restrict member participation. The chair of association meetings shall be the arbiter of the rules.

4. Other local/regional meetings of members are authorized provided advance notice is given to the Secretary of the Association. It is expected that individual Board members may hold meetings with members as necessary to conduct Association business. It is also expected that various committees may have meetings in the conduct of association business. A copy of all minutes shall be forwarded to the Secretary upon completion of the meeting to assure the Board is kept informed of association activities.

ARTICLE X

Amendments

1. All amendments to the Bylaws shall be approved by a simple majority of members at an annual meeting or by a simple majority of written/electronic ballots of the total membership between meetings.

2. Procedures:

3. The Bylaws Committee shall review the amendment for its effect on the Bylaws and provide the membership with its recommendation on the proposed amendment including the effects on the association if the amendment is adopted and any relevant comments received from the membership during the comment period. This will include any proposed changes to the amendment that the membership may have proposed during the comment period.

4. When the amendment is brought to the floor , the proposing member shall be granted time to explain the need for the amendment. Those members proposing changes to the amendment as previously submitted to the Bylaws Committee will then be heard. The Bylaws Committee Chairman will present proposed changes where the author cannot make the presentation in person. The Bylaws Committee Chairman will present the likely affects of the proposed changes to the amendment prior to each change being voted upon and again before the final amendment is voted upon. The membership shall vote on all proposed changes to the amendment before voting on the amendment. No changes will be allowed from the floor. The amendment will then be voted on as finalized by the above votes. A vote to table the amendment until the next annual meeting shall be taken first. This is to allow discussion on proposed floor changes to be evaluated by the Bylaws Committee. If this vote fails, then a vote then the amendment itself shall be taken. Tabled Amendments will be the first item of old business considered at the next annual meeting, barring Impeachment/Censure Notifications.

5. An amendment shall become effective upon a successful vote of the membership unless a different time period is specified in the amendment or affects the responsibilities or terms of elected offices of current office holders. If the responsibilities or terms of elected positions are affected, they will not be implemented until after the current office holders term expires.

6. Amendments may be approved by a written/electronic ballot, but they must still be published in advance of the vote in order to allow the membership time to consider the amendment. In this case the In House Newsletter will publish the proposed amendment and the next newsletter (or special mailing) will carry the recommendation of the Bylaws committee along with the voting materials. Only Board authorized amendments may use this paragraph.

7. Changes to the organization’s Articles of Incorporation shall be handled the same as an Amendment to the Bylaws. Governmental required legal changes will be implemented as required and reported to the membership at the next annual meeting.

ARTICLE XI

Association Communications

1. When practical, Association business shall be conducted by electronic media. Such electronic communication shall suffice as being officially received from the sender if the electronic address (identification) is on file with the Secretary and the communication is received from such address. This provision shall remain in effect until specifically changed by the Board or the member specifically notifies the Secretary in writing to the contrary. {Electronic addresses are the communication addresses necessary to send electronic mail such as those provided by Internet or Compuserve. Anyone with access to your email address could also send a message that would be assumed to be from you. Hence provision three below.}

2. All Board Members and elected positions will be required to have electronic mailing addresses before running for election to such office/position. This requirement will take effect on 1 January 2000.

3. The Board shall have the authority to require other electronic security measures as it deems prudent and necessary to conduct association business. This includes the use of electronic encryption/decryption technologies and secure electronic signature measures.

ARTICLE XII

Miscellaneous

These bylaws will take full effect upon the first annual meeting after incorporation. The Officers of the Association shall have the necessary authority to run the association until this meeting. The first annual meeting shall be held within one year of incorporation. Where practical the Officers shall follow these bylaws in conducting Association business.

Submitted on 25 March 1995 by the Bylaws Committee:
Thomas P. Hurley
Bylaws Chairman
Approved by August 1995/1996 Annual Membership Meetings