Bylaws of the Hawkeye Greyhound Association

Article I–Name

This corporation shall be known as The Hawkeye-Greyhound Association herein known as The Association.

Article II–Purpose and Objectives

The Association is a non-profit professional and social organization whose purpose is to: – enhance both the recognition and the prestige of the United States Navy Carrier Airborne Early Warning and Carrier On-Board Delivery communities. – apprise members of technical developments and professional accomplishments and to meet socially with general members of The Association. – provide its members, drawn from the widest sources, with the opportunity to unite their efforts in pursuit of their goals. – support the VAW/VRC Memorial Scholarship Fund through promotion in the newsletter and by other activities deemed appropriate by the Hawkeye-Greyhound Association Board of Directors.

Article III–Location

The headquarters of this organization shall be in the Commonwealth of Virginia.

Article IV–Governing Bodies

Section 4.01–Board of Directors: The Association shall be governed by a Board of Directors who will, based on recommendations from The Association Officers, determine goals, oversee general operations and approve an annual operating budget.

Section 4.02–Association Officers: The Association Officers shall consist of a President; Operations Officer (Vice President for Membership); Vice President for Symposium; Vice President for Retired Affairs; Secretary and a Treasurer. Other officers may be added as the Board of Directors deem necessary.

Section 4.03–Association Officers shall serve a minimum one-year term and are eligible for re-election. The President, with the consent of the Board of Directors, shall fill vacancies in any office. All general members of The Association are eligible for Association office and election to the Board of Directors. There shall be a minimum of five members who act as the Board of Directors and an odd number at all times. Board Member terms will be staggered, when possible to promote Board continuity. The term of Director shall be for a period of two years. Ideally, fifty percent of The Association’s officers and Directors shall be active duty members.

Section 4.04–Duties of The Association Officers: The Association Officers manage the daily operations of The Association and are responsible to the Board of Directors.

Section 4.05–Compensation: Officers of The Association shall serve without compensation.

Article V–Operations/Responsibilities

Section 5.01–Operations/ Responsibilities: The Association Operations has two areas of operations: Membership and the Symposium. Additional areas of operations shall be added as deemed appropriate by the officers and approved by the Board of Directors.

Section 5.02–Membership: The Association Membership lists will be maintained by the Secretary. Current lists will be made available to members upon request. Members dues status will be tracked by the Treasurer and documented by the Secretary.

Section 5.03–Symposium: The Association will regularly host a Symposium (date and location to be determined by the Board of Directors). The Vice President for Symposium is responsible for the coordination of all symposium activities; he will act as Chairperson for the event.

(A) Symposium Funds. Accounting of Symposium expenditures and receipts is to be separate from membership funds. The Symposium Chairman shall keep and maintain adequate and correct accounts of Symposium receipts and disbursements, reporting such accounts to the Treasurer monthly commencing six months prior to the Symposium and continuing until all symposium expenses have been paid. Upon request, the Symposium Chairman shall be provided start-up funds for the Symposium by the President. When Symposium expenses have been paid, but not later than three (3) months after the last day of the Symposium, all remaining Symposium funds shall be forwarded to the Treasurer and the Symposium accounts shall be closed. Any additional Symposium expenses outstanding shall then be settled by the Treasurer.

Section 5.04–Operations Manual: The Association President and the Officers shall develop and maintain an Operations Manual which, when granted final approval by the Board of Directors, will:

(A) Contain detailed “Position Descriptions” for each office in The Association.

(B) Set forth the limits of authority, the fiscal and managerial responsibilities as well as all other duties of the National Officers.

(C) Describe the budget process.

Section 5.05–Fund Raising Activities: The Board of Directors must approve any fund raising practices lest they adversely affect or cast discredit on The Association’s objectives.

Section 5.06–Association Regions: Requests to activate new Regions shall be directed to the President for referral to the Board of Directors for approval. Prior to such referral, the President shall determine if the request is viable and in so far as possible whether the proposed new Region is capable of organizing in accordance with these Bylaws.

Section 5.07–Voting: Except as otherwise stated in the Articles of Incorporation, these Bylaws, or by resolution of the Board of Directors, all issues and elections of this Association shall be decided by majority vote of a quorum of any duly called meeting of the General Members.

Section 5.08–Fiscal Year: The fiscal year of The Association shall be coincident with the calendar year..

Section 5.09–Dissolution: Upon the dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to the VAW/VRC Memorial Scholarship Fund.

Section 5.10–Activities: Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under IRS Section 501(c)(7).

Article Vl–Membership

Section 6.01–Classes of Membership: The Association offers two types of membership: General and Honorary. Voting rights are specified in Section 6.03.

Section 6.02–Qualifications: The Qualifications for membership are:

(A) General Members. General membership in The Association is open to anyone interested in subscribing to and promoting the objectives of The Association.

(B) Honorary Members. Honorary Membership may be bestowed on anyone found worthy by the Board of Directors for his or her interest in, contribution to, and promotion of the objectives of The Association.

Section 6.03–Voting Rights and Duties of Members: The voting rights and duties of members are:

(A) General members may vote on any advisory measure or informational survey and submit agenda items for any duly noticed meeting of members as requested by the Board of Directors. General members will elect the Board of Directors and Association officers. There are no duties as such for the general members, unless elected as an Association officer or Director.

(B) Honorary members shall have the right to participate in all functions of The Association, but may not vote or hold office.

Section 6.04–Fees, Dues and Assessments: Fees, dues and assessments shall be levied as follows:

(A) Annual membership fees shall be determined by The Association officers and approved by the Board of Directors.

(B) Honorary members pay no dues.

(C) Membership is non-assessable.

Section 6.05–Number of Members: There is no limit to the number of members The Association may have.

Section 6.06–Liability of Members: No member of this Association shall be liable for the debts, liabilities or obligations of The Association.

Section 6.07–Certificates of Membership: The Board of Directors may authorize membership cards for each member.

Section 6.08–Transferability of Membership: Membership is neither transferable nor assignable.

Section 6.09–Termination of Membership: Membership terminates when a member voluntarily terminates, a member dies or fails to pay the annual dues.

Section 6.10–Expulsion: The Association may expel members for good cause when three-fourths of the Board of Directors so decree. The board must give written notice to the individual explaining the reason for the expulsion action. There is no appeal from the final decision of the Board.

Article VlI–Meetings of Members

Section 7.01— Meetings: Meetings of the General and Honorary members shall be called by the President of The Association and held at such times and places as may be ordered by resolution of the Board of Directors.

Section 7.02–Contents of Notice: Notice of meetings shall specify the place, the day and the hour of the meeting and the nature of the business to be transacted.

Section 7.03–Quorum: Twenty percent (20%) of the General Members to include Proxy votes shall constitute a quorum for the transaction of General Member’s business, and except otherwise provided by law, by the Articles of Incorporation, or by these bylaws, business may not be transacted in the absence of a quorum.

Section 7.04–Proxy, Cumulative, and Fractional Votes: Proxy voting is allowed, but cumulative and fractional votes are not. Proxy votes shall be delivered in writing to the Secretary in sufficient time as to be counted in any vote. General Proxy is not permitted.

Section 7.05–Conduct: Meetings shall be governed by Robert’s Rules of Order.

Article VIII–Miscellaneous Provisions

Section 8.01--Indemnification: All serving Directors, Officers or employees of The Association shall not be held liable against all expenses and liabilities, including counsel fees, reasonably incurred, or imposed upon that part in connection with any proceeding to which that person becomes involved by reason of holding office or being employed by The Association except in such cases wherein the Director, Officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties.

Article IX–Annual Awards

Section 9.01–Awards: May be proposed by members to the Board of Directors for consideration.

Article X–Bylaws

Section 10.01–Effective date of Bylaws: These Bylaws and any amendments to them shall become effective on their adoption unless the Board of Directors or Members, in adopting them stipulate that they are to become effective at a later date.

Section 10.02–Amendment: Subject to the limitations contained in the Articles of Incorporation of this Corporation and to any other provisions of the law applicable to the amendment of Bylaws of non-profit corporations, these Bylaws, or any of them, may be altered, amended, repealed and new Bylaws adopted as follows:

(A) By Directors: Subject to the power of the members to change or repeal them, by vote of 75% of Directors present at any special or regular meeting of Directors, provided a written notice of such a meeting and of the intention to change the bylaws is delivered to each Director at least (l0) days prior to the date of such meeting, or by the written consent of all Directors without a meeting as provided in the Articles of Incorporation, provided that a Bylaw fixing or changing the number of Directors may not be adopted, amended, or repealed except as provided in paragraph (B) hereof.

(B) By Members: Any member may submit a recommendation for altering, amending, or repealing the Bylaws in accordance with Paragraph 6.03. Such recommendations will be acted on by the Directors as outlined above.