Revision Number 1
May 12, 2007 (Modified 2008, ARTICLE X, Section 2)
BYLAWS
of
CHAPTER 30, 173d AIRBORNE BRIGADE ASSOCIATION, INCORPORATED.
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TABLE OF CONTENTS
ARTICLE I
Name
ARTICLE II
Nature of the Corporation
ARTICLE III
Duration
ARTICLE IV
Principal Office
ARTICLE V
Purposes of Chapter 30
ARTICLE VI
Membership
Section 1.
Section 2.
Section 3.
Members admitted through The Association
Honorary Members of Chapter 30
Termination of Membership
ARTICLE VII Dues and Initiation Fees
ARTICLE VIII
Meetings of Members; Quorum
ARTICLE IX
Directors
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Management of Chapter 30
Number
Qualifications
Election and Term
Compensation
Meetings
Time and Place of Meetings
Quorum; Action of the Board; Adjournment
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ARTICLE X
Section 1.
Section 2.
Section 3.
Section 4.
Officers
Number
Election and Term
Resignation
Removal
TABLE OF CONTENTS
(Continued)
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section 10.
Section 11.
Section 12.
Section 13.
Section 14.
Section 15.
Section 16.
Section 17.
Section 18.
Section 19.
Vacancies
Compensation
President
Vice President
Recording Secretary
Corresponding Secretary
Treasurer
Historian
Judge Advocate/Parliamentarian
Sergeant-At-Arms
Quartermaster
Assistant Quartermaster
Chaplain
Assistant Chaplin
Sureties and Bonds
ARTICLE XI
Section 1.
Section 2.
Section 3.
Committees
Standing Committees; Ad Hoc Committees
Committee Membership
Committee Duties
ARTICLE XII Mandatory Reports; Actions upon Chapter Demise
ARTICLE XIII
Fiscal Year
ARTICLE XIV
Amendments to Bylaws
ARTICLE XV
Rules of Order
ARTICLE XVI
Construction of Bylaws
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BY-LAWS of CHAPTER 30,
173d AIRBORNE BRIGADE ASSOCIATION, INCORPORATED
ARTICLE I
Name
The name of this organization is “Chapter 30, 173d Airborne Brigade Association,
Incorporated.”
ARTICLE II
Nature of the corporation
Chapter 30, 173d Airborne Brigade Association, Incorporated., is a nonprofit corporation
organized under provisions of the South Carolina Nonprofit Corporation Act. Hereafter in these
bylaws it will be referred to as “Chapter 30.”
ARTICLE III
Duration
Chapter 30 will continue in perpetuity.
ARTICLE IV
Principal Office
Chapter 30's legal address is that of its registered agent of record with the South Carolina
Secretary of State. Chapter 30 may have such other offices within the State of South Carolina as
its affairs may require.
ARTICLE V
Purposes of Chapter 30
1. To help sustain and improve the common bonds existing between all service members
who have been assigned to, or attached to, the 173d Airborne Brigade (hereafter “Sky Soldiers”).
2. To maintain contact with and to help, as practicable, Sky Soldiers who are seriously
disabled as a result of military service in the Armed Forces of the United States.
3. To assist Sky Soldiers in Veterans Affairs matters, if needed and as practicable.
4. To honor and perpetuate the memory of Sky Soldiers who died in the service of the
United States.
5. To help to shield graves of Sky Soldiers from neglect.
6. To understand and reflect upon the purpose and history of military airborne operations,
both by military units of the United States and by military units of foreign governments.
7. To lend a reasoned voice in support of maintaining airborne operational capabilities
within the Armed Forces of the United States.
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8. To help assemble, maintain and preserve the military awards, decorations, and records
of achievements of any member of Chapter 30, if requested by the member, or by his or her duly
appointed estate representative.
9. To foster fellowship and esprit de corps among all members of Chapter 30.
10. To render such acts of charity and service as may be specifically discussed, defined
and adopted by the membership of Chapter 30; provided, however, that such acts always be
consistent with Chapter 30's bylaws, with the bylaws of the 173d Brigade Association
Incorporated, and with Chapter 30's nonprofit status.
11. To comply with those bylaws and directives of The Association as govern actions of
chapters of The Association.
12. To give priority of effort to tasks within the geographical areas in which Chapter 30
members reside.
ARTICLE VI
Section 1.
Membership
Members admitted through The 173d Airborne Brigade Association,
Incorporated.
Members of Chapter 30 shall be Regular Members or Associate Members of the 173d
Airborne Brigade Association, Incorporated, who either have been assigned to Chapter 30 or
who have elected to transfer to Chapter 30, all in accord with bylaws of The Association.
Section 2.
Honorary Members of Chapter 30
a. Any person whose activities have significantly enhanced military airborne activities on
a national scale, or who has provided great service to the United States of America or to the 173d
Airborne Brigade, may be elected an Honorary Member of Chapter 30 by Chapter 30's Board of
Directors. Any member of Chapter 30 may propose a candidate for Honorary Membership, by
written recommendation to the Board of Directors stating the qualifications of that candidate.
Each recommendation approved by the Board shall be provided by the Corresponding Secretary
to Chapter 30's membership not less than five (5) weeks prior to the next membership meeting.
b. The election of an Honorary Member must be ratified by majority vote of Chapter 30
members at the next membership meeting following election.
c. The Board of Directors may withdraw any Honorary Membership for such reason as
the Board deems sufficient.
Section 3.
Termination of Membership
Termination of Chapter 30 membership for individuals admitted through The Association
shall be pursuant to bylaws of The Association.
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ARTICLE VII
Dues and Initiation Fees
A. Dues and initiation fees shall be paid, collected and accounted for as specified by The
173d Airborne Association Incorporated.
B. Life Members and Honorary Members are exempt from paying yearly dues.
ARTICLE VIII
Meetings of Members; Quorum
A. Chapter 30 shall hold monthly membership meetings. The date, time and place of each
meeting shall be announced to the membership, by e-mail and/or in writing, at least five (5)
weeks prior to the meeting. Special membership meetings may be called at any time by the
Board of Directors, and shall be called by the Board upon the written request of at least twentyfive percent (25%) of the Regular Members in Chapter 30. Requests for special membership
meetings shall be sent by mail to the President.
B. Regular Members shall be entitled to one vote on each matter submitted to the vote of
the membership. Voters must be present in person to vote. There will be no voting by proxy.
Associate Members and Honorary Members are not entitled to vote.
C. At meetings of the membership, unless otherwise required in these bylaws, the six (6)
Regular Members present in person shall constitute a quorum for purposes of conducting chapter
business.
D. Order of Business at General Membership Meetings
1. Invocation
2. Pledge of Allegiance
2. Roll Call
3. Reading of Minutes of the preceding meeting and action thereon
4. Reports of Officers
5. Reports of committees
6. Unfinished business
7. Miscellaneous business
8. New business
9. Good and Welfare of The Association
10. Adjournment
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ARTICLE IX
Section 1.
Directors
Management of Chapter 30
The Board of Directors shall oversee and manage the affairs of Chapter 30. Among other
powers, the Board has authority to establish working groups and committees, and to task the
membership as may be appropriate to the purposes of Chapter 30.
Section 2.
Number
The Board of Directors shall consist of the following Chapter 30 officers: 1) President; 2) Vice
President; 3) Recording Secretary; 4) Corresponding Secretary; 5) Treasurer; 6) Historian;
7)Judge Advocate/Parliamentarian; 8) Sergeant-at-Arms.
Section 3.
Qualifications
A Director shall be a Regular Member in The Association, in good standing with The
Association.
Section 4.
Election and Term
Directors are officers who serve ex officio. Consequently, they will be elected according to
procedures established by these bylaws for the election of officers.
Section 5.
Compensation
No compensation shall be authorized any Director other than reimbursement of out-of-pocket
expenses previously authorized by the Board.
Section 6.
Meetings
The Board of Directors shall meet at least once a year. The meeting shall be at a date, time, and
place announced to the Directors by the President, by e-mail and/or in writing, at least five (5)
weeks prior to the meeting. Special Meetings of the Board of Directors may be called at the
request of either the President, or of any three (3) Directors.
Section 7.
Time and Place of Meetings
The Board of Directors may hold its meetings at the Principal Office of Chapter 30, or any other
place, either within or without the State of South Carolina, as it may from time to time
determine to be appropriate.
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Section 8.
Quorum; Action of the Board; Adjournment
A. Four Directors shall constitute a quorum for purposes of conducting business.
B. A favorable vote of a majority of the Directors present at the time of a
vote, so long as a quorum be present at such time, shall be the act of the Board of Directors. Each
Director present shall have one vote.
C. A majority of Directors present, whether or not a quorum is present, may adjourn any meeting
to another time and place. Notice of the adjournment shall be given to all Directors who were
absent at the time of the adjournment and, unless such time and place are announced at the
meeting, to the other Directors.
ARTICLE X
Section 1.
Officers
Number
A. The Officers of Chapter 30 shall be the President, Vice President, Recording Secretary,
Corresponding Secretary, Treasurer, Historian, Judge Advocate/Parliamentarian, Sergeant-atArms, Quartermaster, and Chaplain. Every Chapter 30 officer must be a Regular Member of The
173d Airborne Association, Incorporated.
Section 2.
Election and Term (Modified 2008)
A. Regular Members of Chapter 30, at the first membership meeting in each calendar year, shall
elect the officers of Chapter 30. An officer’s term of office is two years; provided, however, that
the initial term of office for the President, Recording Secretary, Treasurer, Judge
Advocate/Parliamentarian and the Quartermaster shall be three years. Newly elected officers will
be sworn in at the end of the election and assume the duties of the office at the end of that
meeting.
B. When a vacancy is about to exist, anyone willing, including the incumbent, is eligible to run
for the office.
C. A candidate for an officer’s position will make his/her candidacy known to the Nomination
Committee Chairman in writing, including his qualifications to hold office. A candidate will do
so at least five weeks prior to the election in order to allow the Nominations Committee to
publish the candidacy and supporting information to the membership before the first quarterly
meeting.
D. Any nominations from the floor during the elections will appear on the ballot as write-in
candidates. Write-in candidates, if willing, can accept nomination, and must orally present to the
membership their qualifications for the position being filled.
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Section 3.
Resignation
An Officer may resign at any time by giving written notice to either the Chapter 30 President, or
the Corresponding Secretary. Unless otherwise specified in the notice, the resignation will take
place effect immediately upon its receipt, and an acceptance of or agreement to the resignation
shall not be necessary to make it effective. Should the officer also be Director, the resignation is
effective as to both positions.
Section 4.
Removal
Any Officer may be removed from office by the Board of Directors by a three-fourths vote of the
Board, a quorum being present, at a meeting of the Board duly called to consider the issue.
Grounds for removal of an officer are whenever, in the Board’s sole judgment, the best interests
of Chapter 30 would be preserved thereby.
Section 5.
Vacancies
Any officer vacancy may be filled by appointment by the Chapter 30 President, with the
approval of the Board of Directors, for the remainder of the term of that office. In the event of a
vacancy in the office of President, the Vice President shall be elevated to President, and then
shall appoint a new Vice President.
Section 6.
Compensation
No compensation shall be authorized any Officer other than reimbursement of out-of-pocket
expenses previously authorized by the Board.
Section 7.
President
A. The President shall be the Chief Executive Officer of Chapter 30 and shall generally oversee
all affairs of the Chapter. The President shall preside at all meetings of the Chapter and of the
Board of Directors. The President is charged with the duty of being the liaison officer between
Chapter 30 and The Association, and is empowered to represent Chapter 30 before The
Association.
B. Delegation.
1) As permitted by the bylaws of The Association, a delegate may be appointed
by the Chapter 30 President to represent Chapter 30 at a Board of Directors
Meeting of The Association, and shall represent Chapter 30 with the full authority
and vote of Chapter 30's President.
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2) Notification of Chapter 30's Delegate may be made in advance to The
Association’s President by any means necessary, given the exigency of the
moment, but written authority and confirmation must follow or accompany the
Delegate for presentation to the Association’s President at the time of The
Association’s Board of Directors Meeting.
Section 8.
Vice President
A In the absence of the President, or in the event of the President's inability to perform his duties,
the Vice President shall perform the duties of the President.
B. In the absence of the Judge Advocate, the Vice President shall serve as Parliamentarian.
C. The Vice President serves ex officio as a voting member of all standing committees.
D. The Vice President shall perform other duties assigned by the Board of Directors.
Section 9.
Recording Secretary
A. Is responsible for recording and transcribing the Minutes of all meetings of Chapter 30 and of
the of Board of Directors, in a timely manner.
B. Coordinates for and supervises all Chapter 30 submissions required by The Association, the
South Carolina Secretary of State, the Internal Revenue Service, and other government agencies.
C. The Recording Secretary shall perform other duties as assigned by the Board of Directors.
Section 10.
Corresponding Secretary
A. Receives and sends to the Treasurer for payment all authorized bills and obligations of
Chapter 30.
B. Receives, records and delivers to the Treasurer all monies received by Chapter 30.
C. Oversees the publication and distribution of any Chapter 30 newsletters, and other official
distributions to the membership.
D. Is the custodian of Chapter 30's Articles of Incorporation, Bylaws, official minutes of
meetings, and the Corporate Seal of Chapter 30. He records and affixes the Seal to all
official documents if and as needed.
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Section 11.
Treasurer
A. Using generally accepted standard accounting procedures and practices, is responsible for all
funds and securities of Chapter 30, receives and gives receipts for money received, and deposits
all such monies in the name of Chapter 30 in such banks, trust companies or other depositories as
shall be designated the Board of Directors, and performs all duties assigned him by the Board of
Directors.
B. Pays all bills and obligations of Chapter 30 after receiving approval from the President. Time
Deposits and Investments shall require the signature of the President and Treasurer for issuance,
Withdrawal, or conversion. No monies shall be borrowed or loaned, nor shall any promissory
notes be given, unless authorized by the Board of Directors. Monies shall be deposited in
institutions insured by the Federal Government.
C. Submits a quarterly non-audited financial report to the Board of Directors, and an annual
compiled financial report to the membership. Prepares and submits an annual financial statement
to The Association, if and as required by The Association.
D. Prepares and submits to the Board of Directors, for approval, an annual budget at least thirty
(30) days prior to the beginning of the Chapter 30 Fiscal Year. Provide recommendations to the
Board of Directors for expenditure of any funds over budget levels.
E. Completes and submits all required forms and reports in a timely manner.
Section 12.
Historian
A. The Historian serves as the Chapter 30 officer in general charge of special events and special
programs. He provides inspiration and special emphasis to matters of common interest to
airborne units and airborne soldiers, and to the membership of Chapter 30.
B. Is in charge of overseeing services to Sky Soldiers needing Chapter 30 assistance.
C. Coordinates with and assists the Chapter 30 webmaster, if any, and insures accuracy of and
appropriateness of Chapter 30 website content.
Section 13.
Judge Advocate/Parliamentarian
A. The Judge Advocate shall help interpret the bylaws and help advise Chapter 30 on legal
questions.
B. The Judge Advocate shall serve as the parliamentarian at all meetings of the Board of
Directors and of the general membership.
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Section 14.
Sergeant-At-Arms
A. It shall be the duty of the Sergeant-At-Arms to:
1. Ensure order at membership meetings, Board of Director meetings, and at such
other special or other activities as the President may direct.
2. Lead "The Pledge of Allegiance" if and when requested.
3. Introduce visitors and guests to the President and members at meetings.
4. Take charge of the stand of colors after presentation and prior to return to the
Quartermaster.
Section 15.
Quartermaster
A. It is the duty of the Quartermaster to account for all property of Chapter 30, including but not
limited to, flags, colors or guidons, works of art, yearbooks, mementos, computers, cell phones,
and other equipment.
B. Be responsible for the serviceable condition of said property.
C. Disburse all property by hand receipt, and insure its proper return.
Section 16.
Assistant Quartermaster
A. In the absence of the Quartermaster, or in the event of the Quartermaster’s inability to
perform his duties, the Assistant Quartermaster shall perform the duties of
Quartermaster.
Section 17.
Chaplain
A. The Chaplain of Chapter 30 will swear in the newly elected officers, conduct memorial and
religious services, and carry out other duties appropriate to this Office.
B. The President may request that the Chaplain meet with and advise the Board of Directors on
appropriate occasions, as a non-voting member.
Section 18.
Assistant Chaplain
A. In the absence of the Chaplain, or in the event of the Chaplain’s inability to perform his
duties, the Assistant Chaplain shall perform the duties of Chaplain.
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Section 19
Sureties and Bonds
If the Board of Directors shall require it, any officer or agent of Chapter 30 shall execute in favor
of Chapter 30 a bond in such sum and with surety or sureties as the Board of Directors may
direct, conditioned upon the faithful performance of his/her duties and insuring the proper
accounting for of all property, funds, or securities of Chapter 30 which may come into the hands
of the officer or agent.
ARTICLE XI
Committees
Section 1. Standing Committees; Ad Hoc Committees
A. Standing committees of Chapter 30 shall be: the Nominations Committee; the Bylaws
Committee; and, the Membership Committee.
B. The Board of Directors may establish such ad hoc committees as the Board deems to be
needed.
Section 2. Committee Membership
A. The President, with advice from the Board of Directors, will appoint Chapter 30 members to
the various committees. By majority vote, the Board may add members to any committee, or
remove any member from a committee, when it feels the interests of Chapter 30 may be
benefited. The President of Chapter 30 will appoint the chairperson of the various committees,
and may change such appointments when the President feels the interests of Chapter 30 may be
benefited. The committee chairman’s appointment will expire at the conclusion of the appointing
president’s two year tenure and a new chairman for the Nomination Committee, the Bylaws
Committee, and the Membership Committee will be appointed by the new President.
B. A Chapter 30 member may resign at will from any committee appointment, by giving written
notice to the President. Resignation is effective upon receipt of the notice.
Section 3. Committee duties
A. The Nominations Committee Chairman, after consultation with other Nomination Committee
Member(s), will present a slate of officers for annual election by the membership, consistent with
these bylaws. The Nominations Committee will advise the membership of positions to be filled,
and will coordinate with candidates to facilitate presentation to the membership, in a timely
manner, of a candidates qualifications.
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B. The Bylaws Committee Chairman, after consultation with other Bylaws Committee
Member(s), will receive and present proposed changes in bylaws to the membership, consistent
with these bylaws. The Bylaws Committee will coordinate with the Judge
Advocate/Parliamentarian to insure proper notice of the proposed change(s), and ample
opportunity for discussion of proposed change(s) prior to a vote.
C. The Membership Committee Chairman, after consultation with other Membership Committee
Member(s), will maintain an up-to-date listing of all members of Chapter 30, complete with full
name, address, e-mail address, telephone number(s), and the type of membership held (Regular,
Associate, or Honorary). Chapter 30 members will be asked to add to the database, optionally,
their business or profession, and the name of their spouse. This information will be for official
use only by Chapter 30. The Membership Committee will assist the Chapter 30 President in his
liaison with The Society’s Membership Secretary. The Membership Committee will provide
orientation and other appropriate information to new members of Chapter 30, and to prospective
members of Chapter 30.
ARTICLE XII
Mandatory Reports; Actions upon Chapter Demise
A. Chartered chapters of The Association are required to maintain annual activities consistent
with needs and purposes of The Association. This requirement includes, but is not limited to, the
scheduling of regular chapter meetings. At the close of each Fiscal Year, Chapter 30 must file
with the Secretary of The Association a written report of dates and places of all meetings and
activities held or sponsored by the Chapter throughout the year.
B. Within sixty (60) days of the end of each calendar year, Chapter 30 will submit in writing to
the Treasurer of The Association, with a copy to the Secretary of The Association, a financial
statement reflecting the income, expenditures and the status of assets held by Chapter 30.
C. The failure of Chapter 30 to maintain its program and activities and to file both an activity
and financial report shall constitute sufficient basis for The Association to suspend and/or
revoke Chapter 30's Charter.
D. In the event Chapter 30 ceases to function, all property, revenue, and records are to be handed
over to the Secretary of The Association for safe keeping. All property and records are to be
stored for future use. All Chapter 30 funds shall be deposited in The Association's general fund.
ARTICLE XIII
Fiscal year
The Fiscal Year for Chapter 30 shall be the calendar year.
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ARTICLE XIV
Amendments to Bylaws
A. By-laws may be adopted, amended, or repealed, by two-thirds vote of the membership at any
Membership meeting; provided, however, that a quorum of the membership must be present at
the meeting, and the membership must have been given not less than thirty (30) days notice, of
the proposed changes. This thirty (30) days notice, and proposed changes, will be presented to
members in attendance at the monthly membership meeting, verbally, or preferably written, by
the ByLaws Committee Chairman, or ByLaws Committee Member. There will be time for
discussion by the membership for the proposed change(s). The proposed change(s) will be voted
on at the following monthly membership meeting.
B. No action on proposed change(s) to these Chapter 30 Bylaws can be taken unless the
proposed change(s) have been sent by regular mail, e-mail, or hand delivered to the Bylaws
Committee. Upon receipt, the Bylaws Committee shall put such proposals in proper form. The
Bylaws Committee shall then follow the established guidelines above in ARTICLE XIV,
Amendments to ByLaws, Section A.
ARTICLE XV
Rules of Order
Roberts Rules of Order, Newly Revised, shall determine parliamentary procedure.
ARTICLE XVI
Construction
If there is any conflict between the provisions of the Articles of Incorporation and these
Bylaws, the provisions of the Articles of Incorporation govern.
The use of gender pronouns in these bylaws is of no consequence. The masculine shall be
deemed to include the feminine, and vice versa.
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