Air Force Services Society
Supporting Services Heritage Worldwide
|
|
|
|
AIR FORCE SERVICES SOCIETY BY-LAWS
ARTICLE 1 NAME AND AUTHORITYThe name of the corporation shall be Air Force Services Society (AFSS), duly incorporated in the State of Texas as a Nonprofit Corporation, and classified as a public charity by the IRS.ARTICLE II PURPOSESSection 1. To enhance morale, esprit-de-corps, and cooperation among members of Air Force Services, to include active duty, retired, civilian, Air Force Reserve and Air National Guard personnel. This also includes Air Force - Force Support personnel in the same categories. Section 2. Support public recognition of both the Services and Force Support career field’s historical and continued contributions to the Air Force mission. Section 3. To provide college book scholarships to deserving individuals who meet the criteria established in conjunction with this annual program. Section 4. To provide honorary memberships to eligible individuals and members for outstanding performance, exceptional achievements, and distinguished leadership in Air Force Services. This includes Air Force – Force Support personnel in the same categories. Section 5. To recognize top achievers and annual award recipients within Air Force Services and Force Support with certificates, letters, and/or trophies as applicable. Section 6. To make available forms of assistance to members and their families, no matter where their location when such acts of kindness are deemed appropriate not to exceed approved financial limits. ARTICLE III MEMBERSHIPSection 1. Membership is open to all Air Force Services and Force Support active duty, retired, civilian, Air Force Reserve and Air National Guard personnel. Section 2. One-year honorary memberships are afforded to Air Force Services individual top leadership awards, the technical training school distinguished graduate award winners, and the annual Air Force’s John L. Hennessy and Innkeeper traveler award winners. Section 3. Regular members pay the specified annual dues on initial application and during their anniversary month every year thereafter. Section 4. Lifetime members are those who have paid the lifetime membership fee. Section 5. Membership may be terminated by member resignation or by not paying annual dues. Section 6. Lifetime members may resign for circumstances beyond their control, or health or personal matters at their discretion. Fees paid are not reimbursable. Section 7. Membership can be reinstated by written request to the President for favorable consideration and by payment of current fees. Section 8. Membership fees/dues and procedures for paying are available on the AFSS website, http://www.airforceservicessociety.org/join_now.htm ARTICLE IVAFSS AWARDSSection 1. The winners of the annual General Curtis E. LeMay and Major General Eugene L. Eubank awards are presented AFSS trophies rewarding their outstanding accomplishments. ARTICLE VAFSS SCHOLARSHIPS Section 1. AFSS college book scholarships will be provided to the winning participants who engage in the program. Application procedures are addressed on the AFSS website link, Scholarship Info. ARTICLE VI OFFICERS AND GOVERNING BODYSection 1. The Executive Board (EB) is comprised of elected and appointed officers and is the governing body of the corporation. Section 2. The officers of the EB are the President, Vice President, Secretary, Treasurer, Marketing Consultant and Webmaster. Section 3. The EB may select assistants to the secretary, treasurer, marketing director, and webmaster to help with the corporation business as deemed necessary. ARTICLE VIIMEETINGS AND ELECTIONS Section 1. General membership meetings will be held every other year at a location recommended/selected by the majority of attending members and approved by the attending EB officers. Section 2. Elections shall be held every two years during the general membership meeting. Section 3. The President will appoint three (3) active members to serve on the election committee who will initiate nomination procedures at least 45 calendar days prior to the election date. Section 4. Notification shall be made via the AFSS website or USPS mail to those without email capability. Member votes shall be accepted via email, postage, or proxy in lieu of meeting attendance. Section 5. Each member who is current in dues shall be entitled to one vote. Section 6. The election committee chairman will process all required actions through completion, certify results in writing and deliver to the President for announcement on the AFSS website. ARTICLE VIIIQUORUMS Section 1. One-fourth of the membership shall constitute a quorum at general membership meetings. Section 2. One-third of the membership shall constitute a quorum at special meetings. Section 3. One-half of the EB members shall constitute a quorum at regular Board meetings. Section 4. Two-thirds of the EB members shall constitute a quorum at special meetings. Section 5. One-third of the membership shall constitute a quorum to amend By-Laws and votes may be made via email, postage, or proxy in lieu of meeting attendance. ARTICLE IXDUTIES AND RESPONSIBILITIES OF OFFICERS Section 1. The President shall: (1) Preside at all membership meetings. (2) Appoint members of each special committee established by the EB. (3) Present reports of the work of the organization at the biennial general membership meetings. (4) Manage, conduct, and direct the affairs of the organization. (5) Initiate an audit of the assets of the corporation when and as required. Audit report will be sent to the EB and made available to the general membership. (6) Approve the use of organizational funds for the expenses required to prepare federal and or state taxes as necessary and to seek legal counsel for matters affecting the corporation. Section 2. The Vice President shall: (1) Assist the President and other members of the Executive Board. (2) In the event of the absence or inability of the President to exercise his/her office, become acting president with all the rights, privileges, and powers as if he/she had been duly elected president. (3) Serve as advisor on various special committees, temporary or permanent. Section 3. The Secretary shall: (1) Record minutes of the membership and EB meetings; provide EB-approved copy to the Webmaster for posting on the AFSS website. (2) Notify all members of upcoming general membership or special meetings. (3) Maintain an updated roster of members with current home address, telephone number, email address, and other pertinent information as deemed necessary by the organization. (4) Maintain documentation of all official records of the organization. (5) Prepare or procure and mail AFSS certificates, letters, and trophies to all Air Force Services and Technical Training School award winners. Section 4. The Treasurer shall: (1) Safeguard funds, assets and financial records of the organization. (2) Maintain a non-interest bearing checking account in a reputable banking institution. (3) Provide all required financial documents during audits or when requested by the President. (4) Receive and disburse funds as authorized by the President. All funds will be disbursed by check except for petty cash expenditures up to $50.00. (5) Collect dues and monies owed to the organization and conduct all financial activities during functions; maintain checking and PayPal accounts. (6) Prepare a detailed quarterly financial report and provide copy to the EB. (7) Prepare an annual budget and present to the EB for review and approval NLT 31 January of each year or upon special request from the President. (8) Prepare and file annual tax report as required by the IRS. Be the corporation’s representative to the IRS. (9) Provide the President and Secretary updates on member payments. (10) Exercise all duties incident to the office of the Treasurer. Section 5. The Marketing Consultant shall: (1) Recommend marketing strategies to increase membership. (2) Assist in the production and completion of AFSS brochures. (3) Conduct surveys and gather feedback on AFSS overall mission, vision statement, values, goals, and objectives from the membership. Section 6. The Webmaster shall: (1) Maintain currency of the approved AFSS website by posting information approved and or provided by the President. (2) Provide technical assistance to members concerning any issues associated with the website. ARTICLE XFINANCES AND EXPENSES Section 1. EB members who pay for specific organizational expenses, identified as direct or indirect expenses of doing official AFSS business may be reimbursed. This includes but is not limited to, supplies such as a file cabinet, CD-RW disk for official backup data, file folders and guides, shipping materials, computer and certificate paper, trophies and plaques, picture frames and holders for certificates, address labels, ink cartridges for printers and postage and signature stamps. All expenses shall be noted in the Treasurer’s financial documents and indicate those EB members receiving said funds for purchased materials and or services. Section 2. Funds of the organization are primarily generated from membership fees, fund-raising events and donations.Section 3. Members do not have proprietary rights in the organization’s assets.Section 4. The rate of dues for each category of membership shall be set annually, upon recommendation of the EB, and subject to approval by vote of the general membership.Section 5. The EB members are all volunteers and do not receive any compensation or other financial arrangements such as salary or wages, deferred compensation, retirement, or fringe benefits of any nature. Reimbursement as identified in Article X, Section 1, and or with the approval by one-third of the membership at a special meeting identified in Article VIII, Quorums, Section 2 shall be the only means of financial reimbursement authorized. ARTICLE XI CONFLICT OF INTEREST POLICY Section 1. The purpose of the conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of any officer or director of the AFSS, or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Section 2. Interested Person - An interested person is any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person. Section 3. Financial Interest - A person has a financial interest if the person has, directly or indirectly, through business, investment, or family. (1) An ownership or investment interest in any entity with which the organization has a transaction or arrangement. (2) A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement. (3) A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization in negotiating a transaction or arrangement. (4) Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. (5) A financial interest is not necessarily a conflict of interest. Under Section 5, of Procedures a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists. Section 4. Procedures - Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of the committees with governing board delegated powers considering the proposed transaction or arrangement. Section 5. Procedures - Determining Whether a Conflict of Interest Exist. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. Section 6. Procedures for Addressing the Conflict of Interest. (1) An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest. (2) The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement. (3) After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest. (4) If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization’s best interest, for its own benefit. And whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement. Section 7. Violations of the Conflicts of Interest Policy. (1) If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose. (2) If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual of possible conflict of interest, it shall take appropriate disciplinary and corrective action. Section 8. Records of proceedings. The minutes of the governing board and all committees with board delegated powers shall contain: (1) The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board or committee’s decision as to whether a conflict of interest in fact existed. (2) The names of the persons who were present for discussion and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings. Section 9. Compensation. (1) A voting member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation.(2) A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member’s compensation. (3) No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation. Section 10. Annual Statements. Each director, principal officer and member of a committee with governing board-delegated powers shall annually sign a statement which affirms such person: (1) Has received a copy of the conflicts of interest policy, (2) Has read and understands the policy, (3) Has agreed to comply with the policy, and (4) Understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempted purposes. Section 11. Periodic Reviews. To ensure the organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at minimum, include the following subjects: (1) Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining. (2) Whether partnerships, joint ventures, and arrangements with management organizations conforms to the organization’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction. Section 12. Use of Outside Experts. When conducting the periodic reviews as provided in Section 11, the organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted. ARTICLE XIIAMENDMENTS Section 1. Any member in good standing may submit proposed amendments to the By-Laws, in writing to the President. Section 2. The EB will review, approve and present proposed amendments to the general membership for vote before the amendments will take effect. ARTICLE XIIIDISSOLUTION CLAUSE Section 1. Said organization (AFSS) is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distribution to organizations that qualify as exempt organizations under section 501[c](3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Section 2. Upon dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501[c](3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or a state or local government, for public purposes. Any such assets not disposed of shall be disposed of by the court of common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes. Section 3. In the event of dissolution, the remaining assets of the organization shall be distributed in equal amounts to the Air Force Enlisted Indigent Widows’ Fund at the Air Force Village in Shalimar, FL. This fund provides homes and financial assistance to indigent widows and widowers of retired enlisted people 55 and older. The other Air Force Village Indigent Widows’ Fund is at the Air Force Village in San Antonio, TX, a life-care community for retired officers, spouses, widows or widowers and family members. These funds qualify as exempt organizations under the Internal Revenue Code. CERTIFICATION OF BY-LAWSI certify these By-laws were reviewed by the EB officers and approved bythe membership which were then made available on the AFSS Website for member approval with a quorum of one-third of the membership. Future by-laws revisions may be voted on via email, postage, or proxy in lieu of attending a meeting. The original by-laws were approved 13 April 2005, and the original Texas Certificate of Formation, Nonprofit Corporation Form 202 was approved on 17 August 2006. The Office of the Secretary of State, Texas, approved the Current Form 424, Certificate of Amendment 27 May 2008. \\SIGNED\\ Date: 23 July 2008 EDWARD G. OLIVER, CMS, USAF Retired |
|
AFSS is incorporated in the State of Texas and considered a Nonprofit Corporation, and a Public Charity as defined by the IRS Code Section 501(c) (3). Our mission objectives and goals are to develop and bring valuable information and benefits to the membership through providing combat support and community services to the membership and those serving in the United States Air Force. We are not a part of the official Department of Defense or any of its components and have no governmental status.
Send mail to
bobton@satx.rr.com with
questions or comments about this web site.
|
