BYLAWS
Current as of: 27 July 2013
NEVADA NATIONAL GUARD ASSOCIATION
National Guard Association of Nevada
P.O. Box 20835
Reno, NV 89515-0835
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I – Title...........................................................1
II – Purpose........................................................1
III – Objectives....................................................1
IV – Status.........................................................2
1 Non-Profit........................................................2
2 Compensation and Reimbursement....................................2
3 Liability.........................................................2
4 Allocation of Funds...............................................2
5 Dissolution.......................................................2
V – Membership......................................................3
1 Membership........................................................3
2 Active Membership.................................................3
3 Active Member in Good Standing....................................3
4 Associate Membership..............................................3
5 Honorary Membership...............................................3
6 Retired Membership................................................3
7 Identification....................................................4
8 Provisions for Membership.........................................4
VI – Dues...........................................................4
1 Dues..............................................................4
2 Annual Dues.......................................................4
3 Life Membership...................................................4
4 Dues Suspension with Active Duty..................................4
5 Complementary First-Year Membership...............................5
6 NGAUS Dues........................................................5
VII – Board of Directors............................................5
1 Number of Directors...............................................5
2 Composition of Directors..........................................5
3 Term of Office....................................................5
4 The Board.........................................................5
5 Powers............................................................6
6 Restrictions......................................................6
7 Non-Voting Members of the Board of Directors......................7
VIII – Officers.....................................................7
1 Appointment.......................................................7
2 President.........................................................7
3 Executive Vice President..........................................7
4 Vice President....................................................8
5 Secretary.........................................................8
6 Treasurer.........................................................8
7 Elected Officer Representative....................................8
IX - Meetings.......................................................8
1 Principal Office..................................................8
2 Change to Principal Office........................................9
3 Meeting Location..................................................9
4 Quorum............................................................9
5 Order of Business.................................................9
6 Agendas...........................................................9
7 Special Meetings..................................................9
8 Adjournment.......................................................9
X - Committees.....................................................10
Article XI - Elections.....................................................10
Section 1 Right to Vote and Hold Office....................................10
Section 2 Proxies..........................................................10
Section 3 Nominations......................................................10
Section 4 Elections........................................................10
Section 5 Oath of Office...................................................11
Article XII – Conferences..................................................11
Section 1 Annual Conference................................................11
Section 2 Special Conferences..............................................11
Section 3 Voting...........................................................12
Section 4 Quorum...........................................................12
Section 5 National Conference Delegates....................................12
Article XIII – Procedures for Delinquent Members, Resignation or Vacancies.12
Section 1 Removal from Office….............................................12
Section 2 Vacancies........................................................12
Section 3 Resignation......................................................12
Article XIV – Amendments...................................................13
Section 1 Amendments.......................................................13
Section 2 Proposed Amendments..............................................13
Appendix A NGAUS Contact Information.......................................14
Appendix B Sample Meeting Minutes..........................................15
ARTICLE I - Title:
The name of this corporation shall be known as the “Nevada National Guard Association, Inc.”
Hereinafter referred to as the “Association.” The appropriate abbreviation of the Association is NNGA.
ARTICLE II - Purpose:
The purpose of this Association is to contribute to the preservation and enrichment of our heritage of
freedom, democracy, and patriotism. The Association shall strive to foster and improve the Nevada
National Guard and the National Guard of the United States, promote the national security of the citizens
of our state and the nation, and promote esprit de corps and fellowship through social functions, benefit
programs, and other activities for the members of this Association and their families.
ARTICLE III – Objectives:
The objectives of the Association are to engage in any and all lawful activities, incidental to the foregoing
purpose, except as restricted herein, including the following:
(A) To represent the Nevada National Guard and the NNGA Membership to all appropriate
federal, state and community legislative bodies and agencies to bolster and enhance recruiting,
retention, and readiness in support of our community, state, and national missions. However, this
Association shall not permit its influence to be used to support or oppose any political issues or
legislation not affecting the Nevada National Guard or to endorse or oppose a political candidate,
party, or group not affecting the Nevada National Guard.
(B) To educate the public on the important roles and missions the Nevada National Guard plays
in defense of our communities, state and nation.
(C) To bolster the public image of the Nevada National Guard, encourage membership in the
Army and Air National Guard, and promote the rights and benefits of present, former, and retired
members of the National Guard.
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(D) To partner with organizations and businesses that want to help foster and improve the
Nevada National Guard.
(E) To serve the Nevada National Guard as an “officer and warrant officer professional
development” organization that assists the Adjutant General in preparing Nevada National Guard
officers and warrant officers for future leadership opportunities.
ARTICLE IV – Status:
Section 1. Non-profit. The Association should be a non-profit, state and federally tax exempt,
organization, operated exclusively for the purposes specified in Article II above.
Section 2. Compensation and Reimbursement. Officers, directors and appointed officers shall not receive
any stated compensation for their services, but the Board of Directors may authorize reimbursement of
expenses incurred in the performance of their duties.
Section 3. Liability. Nothing herein shall constitute members of the Association as partners for any
purpose. No member, officer or agent of the Association shall be liable for acts or failures to act on the
part of any other member, officer or agent. Nor shall any member, officer or agent be liable for acts or
failures to act under these Bylaws, excepting only acts or failures to act arising out of willful malfeasance.
Section 4. Allocation of Funds. The Association shall use its funds only to accomplish the purposes
specified in Article II above, and no part of said funds shall inure or be distributed to members.
Section 5. Dissolution. In the event of dissolution of the Association and after the discharge of all its
liabilities, the remaining assets shall be given to non-profit organizations whose purposes and objectives
are similar to those of the Association, such organizations to be designated by a majority vote of the
Board of Directors.
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ARTICLE V - Membership:
Section 1. Membership. Membership in the Association shall consist of the following classes: active
members (including life members), active members in good standing, associate members, honorary
members, and retired members.
Section 2. Active Membership. All active officers and warrant officers of the Nevada National Guard
shall be eligible to join the Association of active members.
Section 3. Active Member in Good Standing. A member who has active membership and is not
delinquent with dues specified in Article VI.
Section 4. Associate Membership. All active enlisted personnel of the Nevada National Guard, all
persons residing in the State of Nevada who have been honorably discharged from the National Guard of
any states or territories of the United States, and all active Army and Air Force advisory personnel are
eligible to join the Association as associate members.
Section 5. Honorary Membership. Any person, regardless of military affiliation, who has shown by
his/her efforts and outstanding interest in furthering the National Guard program, shall be eligible for
consideration as an honorary member. Such individuals shall be proposed for honorary membership by a
member of the Board of Directors and shall be elected to such membership upon a majority vote of the
Board of Directors.
Section 6. Retired Membership. Membership may be issued to a former member of the Association who
is retired from the National Guard or eligible for retirement based on National Guard service.
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Section 7. Identification. An appropriate card or certification of membership shall be issued to each
member, upon receipt of payment of dues.
Section 8. Provisions for Membership. The NNGA must be at least 75%, past or present, members of the
armed forces of the United States to qualify as a tax exempt 501(c)(19) organization, and 90% of the
membership must qualify as “war veterans” (service during recognized periods of war) for contributions
to the NNGA to be tax deductable for the donors.
ARTICLE VI – Dues
Section 1. Dues. All those holding an active, retired or associate membership in the Association shall pay
their state and national dues on an annual basis in accordance with the current dues schedule. Those
holding honorary memberships shall not be subject to annual dues or assessments of the Association.
Section 2. Annual Dues. The annual dues of the Association for active, retired, life and associate
members shall be in an amount recommended by the Board of Directors and approved by a majority of
the voting members at an Annual Conference.
Section 3. Life memberships. Eligible members may purchase state (Association) and/or national
(NGAUS) memberships. National memberships may be purchased in one lump sum or four semiannual
installments.
Section 4. Dues Suspension with Active Duty. The payment of dues shall be automatically suspended for
the Association members of any National Guard unit called into extended active duty for the duration of
that active duty.
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Section 5. Complimentary First-Year Membership. A complimentary first-year membership in the
Nevada National Guard Association (NNGA) and in the National Guard Association (NGAUS) will be
afforded to any officer or warrant officer initially appointed or commissioned in the Nevada National
Guard.
Section 6. NGAUS Dues. To be a member of the national NGAUS Association, one must also be current
member, in good standing, in their state association. Dues will be paid annually in accordance with their
current pay grade, to be considered current on their dues.
ARTICLE VII – Board of Directors:
Section 1. Number of Directors. The Board of Directors is made up of seven members duly elected by a
majority of the active members in good standing.
Section 2. Composition of Directors. The Board of Directors must be comprised of at least three
members of the Nevada Army National Guard and at least three members of the Nevada Air National
Guard. The final member can be either a Nevada Army National Guard member or a Nevada Air
National Guard Member.
Section 3. Term of Office. In order to ensure continuity of direction and control of the affairs of the
Association all Directors shall be elected for a bi-annual term, beginning July 1st of each calendar year, on
a staggered basis and shall hold office until their respective successors are elected.
Section 4. The Board. Upon election, the Directors should organize themselves so as to provide for a
President, Executive Vice President, Vice President of the Air Force and Army, Treasurer, Elected
Officer Representative and a Secretary.
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Section 5. Powers. The powers of the Board shall be exercised exclusively in furtherance of exempt
purposes within the meaning of Section 501(c)(19) of the Internal Revenue Code of 1986 as now in effect
or hereafter amended. It is hereby expressly declared that the Directors shall have the following powers:
(A) Conduct, manage and control the affairs and business of the Association, and to make such rules
and regulations therefore not inconsistent with law, or these Bylaws as they may deem best.
(B) Change the principal office for the transaction of business.
(C) Designate a time and place for holding meetings or conferences.
(D) Make use of and change the corporate seal, and to prescribe the forms of membership certificate.
(E) Borrow money and incur indebtedness for the purpose of the Association.
(F) Carry out the policies and programs adopted by the Association.
(G) Provide for an annual internal audit, of all financial accounts and transactions of the Association,
and to make a report of such an audit to the membership of the Association at the regular annual
meeting or conference.
(H) Provide for the appointment of delegates to the Annual National Conference of the National
Guard Association of the United States and to certify such delegates to the National Association, and
to provide funds for sending these delegates to the National Conference.
(I) Authorize when financially possible the sponsorship of various professional speakers and social
functions involving and being conducted for members and units of the Nevada National Guard
(J) Provide for direct communication between the Association and retired members on subjects of
concern to the retirees and the Association.
(K) Establish insurance programs for the benefit of members and their dependents, either directly or
through separate trusts, and to render promotional and administrative services with respect to such
insurance programs.
Section 6. Restrictions. No part of the net earnings of the Association shall inure to the benefit of or be
distributable to its members, directors, officers, or other private persons, except that the Association shall
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be authorized to pay reasonable compensation for services rendered. In the event of dissolution, the
Association’s assets shall not be distributed to it’s members, directors, officers, or other private persons,
but shall be dedicated to one or more exempt purposes as specified in <Title 26, Section 170 (c) (4)> of
the Internal Revenue Code as now in effect or hereafter amended.
Section 7. Non-Voting Members of the Board of Directors. The Board of Directors shall vote to appoint
one retired Army and one retired Air National Guard Officer to serve as non-voting members of the
Board of Directors.
ARTICLE VIII - Officers:
Section 1. Appointment. The President may appoint other individuals to fill each official position as the
President deems necessary and such committee chairmen and members as may be required to carry out
the operations of the Association.
Section 2. President: The President shall preside at all conferences of the Association, at all meetings of
the Board of Directors, and shall be Chair of the Executive Committee. The President shall immediately
after taking office appoint all standing and special committees of the Association and shall exercise all
executive powers to carry out the policies of the Association, in addition, the President must be a mentor
and advisor to the Executive Vice President. The President, shall sign all contracts, deeds, or legal
obligations in the name of the Association.
Section 3. Executive Vice President: The Executive Vice President shall perform the duties of the
President during the absence of the President and in the event of death, resignation, or removal from
office of the President, the Executive Vice President shall become President of the Association. The
Executive Vice President shall serve as the Chair of the Finance Committee, be responsible for the budget
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process and for coordinating all committee activities. The Executive Vice President should be prepared to
become president in the subsequent elections.
Section 4. Vice Presidents: The Vice Presidents shall perform the duties of the President and Executive
Vice President during the absence of both.
Section 5. Secretary: The Secretary shall be the recording officer of the organization responsible for the
records of the Association and a member of the Executive Committee. The Secretary shall perform the
duties usually performed by the Secretary of an organization and such duties as may be prescribed by the
Bylaws or assigned by the President of the Association.
Section 6. Treasurer: The Treasurer shall receive, collect, and disburse all funds of the Association, as
authorized by the conference or the Board of Directors. The Treasurer shall keep regular accounts of all
sums received and disbursed, and shall notify all members in arrears. Effective 1 Jan 75, the fiscal year
for record keeping will be from 1 Jan thru 31 Dec of each year. The Treasurer’s accounts shall at all
reasonable times be open for inspection by any member. The Treasurer shall turn over all funds and
accounts to their successor upon request and shall subject to mutual accounting, and shall make an annual
report to the conference of the financial status of the Association.
Section 7. Elected Officer Representative: The Elected Officer Representative shall represent the elected
officers of the Associations.
ARTICLE IX – Meetings: Quorum/Agenda and Rules of Order:
Section 1. Principal Office. The principal office for the transaction of business of the Association is
hereby fixed and located at the Headquarters Bldg., at Nevada Air National Guard Base, Reno, Washoe
County, Nevada.
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Section 2. Change to Principal Office. The Board of Directors has full power and authority to change said
principal office from one location to another in any said Nevada County as required by the board.
Section 3. Meeting Locations. All annual, regular, or special meetings and conferences shall be held at a
location designated by the President.
Section 4. Quorum. The presence, in person, by teleconference, phone or any other electronic means, of
4/7 of the board members at any meeting shall constitute a quorum for the transaction of business. The
members present at a duly called meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum.
Section 5. Order of Business. The Association’s order of business and conduct of meetings shall be
governed by Robert’s Rules of Order.
Section 6. Agendas. Agendas for such meeting and/or conferences shall be prescribed by the President
and distributed to the officers and members of the Association.
Section 7. Special Meetings. Special meetings of the Board of Directors for any purposes may be called
at any time by the President, or, if he is absent or unable or refuses to act, by the remaining Board of
Directors.
Section 8. Adjournment. The Board may at any time recess or adjourn to an adjourned meeting at a time,
date, and place announced before the adjournment takes place. The adjourned meeting shall take up its
business at the point in the agenda where the motion to adjourn was passed.
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ARTICLE X – Committees:
The President, and/or the Board of Directors in conjunction with the President, may appoint standing and
ad hoc committees as needed.
ARTICLE XI – Elections:
Section 1. Right to Vote and Hold Office. All active members in good standing shall have the right to
one vote, in person or by proxy, and hold office, and shall be entitled to all other privileges of the
Association. All associate, retired and honorary members shall be entitled to all rights and privileges of
the Association EXCEPT the right to vote and hold office.
Section 2. Proxies. Every person entitled to vote shall have the right to do so, in person or by a written
proxy, executed by a member of the Association within 5 days of an election.
Section 3. Nominations. Nominations for the Board of Directors shall be presented to the active and
retired membership by means of a report from a Nominations Committee appointed for the purpose of
said nominations by the President, and by nominations from the floor. To be eligible for nomination, an
individual must be an active member in good standing. A separate nomination, and election period, will
be announced through any means available, to the active membership, with a 10-day time frame between
each period.
Section 4. Elections. In order to insure continuity of direction and control of the affairs of the association,
the directors shall be elected for biannual terms, on a staggered basis, at an annual meeting or conference
or by electronic means. One year, four Directors will be elected to the Board for a two year term, and in
the following year, three Directors will be elected to the Board for a two year term, with elections to
follow in like alternating cycles annually thereafter. To insure that there is adequate representation of the
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interests of both the Nevada Army National Guard and the Air National Guard on the Board of Directors,
at each annual elections, the Nevada Army National Guard will nominate and elect one Director, and the
Nevada Air National Guard will nominate and elect one Director, each to serve a two year term. In those
alternating years when a third or fourth Director is eligible for election, the Nominations Committee shall
present to the active membership at the regular annual conference or meeting by means of a report,
nominations for the third or fourth Directorship. Nominations may also be made by the floor. The third
or fourth Director will then be elected for a two year term by a majority vote of the members. If such
annual meeting or conference is not held, or the Directors are not elected thereat, the Directors may be
elected at any special meeting or conference of the members of the association, or by electronic means
made available to all authorized voting members.
Section 5. Oath of Office. The oath of office is as follows: "I swear (or affirm) that I will execute the
duties and fulfill the responsibilities of the office of which I am about to enter to the best of my abilities,
and without reservation. I will uphold the highest ethical standards and deal fairly with all concerned. My
sole purpose for entering this office will be to promote the aims of the Association." Officers answer "I
will."
ARTICLE XII - Conferences:
Section 1. Annual Conference. There shall be held a regular annual conference of the Association to
make changes to the Bylaws and to carry out such official business as may be required by the
Association.
Section 2. Special Conferences. Special conferences may be called as deemed necessary by the President
or a majority vote of the Board of Directors. Such conferences shall be held only after adequate time as
been provided for notification in writing to each active and retired member.
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Section 3. Voting. Each active and retired member in good standing shall be entitled to one vote at an
annual or duly called special meeting. Use of proxies shall be prescribed in the Bylaws (Article XI,
Section 2).
Section 4. Quorum. A quorum is the presence in person of a majority of the members entitled to vote.
Section 5. National Conference Delegates. National conference delegates shall be provided as prescribed
in the Bylaws of the National Guard Association of the United States.
ARTICLE XIII – Procedure for Delinquent Members, Resignation or Vacancies:
Section 1. Removal from Office. Any officer or member of the Board of Directors may be removed from
office for cause by a majority vote of the Board of Directors. Any officer or member of the Board of
Directors may be removed from office without cause by a majority vote of the active membership. If an
officer or member of the Board of Directors is removed under provisions of this section, the remainder of
his term shall be filled by a member appointed by a majority vote of the Board of Directors.
Section 2. Vacancy. Vacancies in the Board of Directors that occur within the elected terms of office for
the directors may be filled through appointment by a majority vote of the Board of Directors, for the
remainder of those terms of office or until new Directors can be elected at the annual conference.
Section 3. Resignation. Officers may resign at any time by giving written notice to the President or
Secretary which shall become effective at the time specified therein.
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ARTICLE XIV - Amendments:
Section 1. Amendments. Bylaws may be amended, adopted, changed or appealed by a majority vote of
the active and retired members present at any regular annual conference, or at any special conference
called for that purpose by the President or a majority of the Board of Directors.
Section 2. Proposed Amendments. Proposed amendments to the Bylaws shall be submitted in writing to
the President at least 10 days prior to the date of the conference at which the proposed amendments are to
be considered.
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APPENDIX A – NGAUS CONTACT INFORMATION
Street & Mailing Address:
National Guard Association of the US
One Massachusetts Avenue, NW
Washington, DC 20001
Main Line:
(202)789-0031
Fax:
(202)682-9358
E-mail:
ngaus@ngaus.org
Legislation Department:
legis@ngaus.org
Public Affairs Department: ngaus@ngaus.org
Magazine Department:
magazine@ngaus.org
Membership Department:
members@ngaus.org
Industry Department:
industry@ngaus.org
Accounting Department:
account@ngaus.org
Educational Foundation:
ngef@ngaus.org
NGAUS Insurance Trust:
ita@ngaus.org
Webmaster:
webmaster@ngaus.org
Nevada Adjutant General:
Office of Military
Attn: NVMD-AG,
2460 Fairview Drive
Carson City, NV
89701-6807
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APPENDIX B – SAMPLE MEETING MINUTES
Nevada National Guard Association (NNGA)
5 March 2012
Agenda
1) CALL TO ORDER
2) ROLL CALL OF MEMBERS PRESENT
A. Attended:
B. Absent:
C. Call-ins:
3) READING OF MINUTES (If needed):
4) OFFICER REPORTS:
A. President’s Report
B. Treasurer’s Report
1) Status of Tax Filings2) Payables/Receivables3) Account Balance4) Annual Budget5) COMMITTEE REPORTS
A. Membership CommitteeB. Insurance CommitteeC. Awards CommitteeD. By-laws CommitteeE. Communications CommitteeF. Corporate PartnershipG. Investment CommitteeH. Nominations CommitteeI. Legislative/Resolutions Committee6) CRITICAL ISSUES
7) OLD BUSINESS
8) NEW BUSINESS
9) ANNOUNCEMENTS
A. Next meeting10. ADJOURNMENT
Notes:
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