AAAA BY-LAWS BY-LAWS ARMY AVIATION ASSOCIATION OF AMERICA, INC. (AAAA) By-Laws2015Final2

Transcription

1 AAAA BY-LAWS BY-LAWS ARMY AVIATION ASSOCIATION OF AMERICA, INC. (AAAA)

2 SECTION 1 TITLE, PURPOSES, POWERS AND INCORPORATION 1.1-TITLE The title of this Association is "The Army Aviation Association of America", hereafter referred to as AAAA or the 1.2-GENERAL Army Aviation is an essential member of the Combined Arms Team that supports the U. S. Army mission. Army Aviation is required to perform numerous and diverse maneuver and sustainment missions in high-risk global environments. The Soldier is the heart of Army Aviation and is required to maintain maximum combat effectiveness throughout the total Army. The Army Aviation Association of America is the only not-for-profit organization that is dedicated to representing the broad interests of Army Aviation. AAAA is a professional organization, and has many constituencies that support all aspects of Army Aviation. This includes Active Duty, Reserve Components (Army National Guard and U.S. Army Reserve), Civilian, Retired, Industry, Affiliated Organizations, and Friends of Army Aviation. The membership concurs that the primary purpose of AAAA is to support the United States Army Aviation Soldier and Family. 1.3-PURPOSE To support the United States Army Aviation Soldier and Family: This statement becomes the touchstone for National and Chapter decisions, actions, and activities. The metric to judge the effectiveness of decisions/actions should be based on the answer to the question: How does this relate to supporting the U.S. Army Aviation Soldier and Family? 1.4-POWERS Through it s Executive Board, officers, committees, and other duly authorized representatives, the Association shall have the power to carry out the above stated purpose, and to take appropriate action in connection therewith, in accordance with the By-Laws under which the Association is organized The Association shall have the power to purchase, lease, rent, or otherwise acquire real or other property to carry out the objectives of the Association and may dispose of said property The Association shall have the power to contract with outside agencies and to employ persons as necessary to acquire the services needed to accomplish the affairs of the 1.5-INCORPORATION The Association is organized as a notfor-profit corporation without capital stock under the laws of the State of Connecticut. Chapters and any other elements of the Association are specifically prohibited from organizing as separate corporations. Should any of the above elements be required to report separately to the Federal Internal Revenue Service, they must submit any reports to the Association for review prior to any separate filing. 1.6-AFFILIATION Chapters operate and exist on military installations only with the consent of the Installation Commander. This consent is contingent on compliance with requirements and conditions of all Army Regulations. SECTION 2 MEMBERSHIP 2.1-CLASSES OF MEMBERSHIP INDIVIDUAL MEMBERS: Those persons whose past or current duties affiliate them with the field of U.S. Army Aviation or its allied pursuits, or those persons who, though not necessarily having a past or current professional affiliation with U.S. Army Aviation,

3 desire to advance the purpose of the A Member shall be considered in good standing if his/her Annual Dues are paid CHAPTER HONORARY MEMBERS: Those persons who, in the opinion of the Chapter Executive Board, have provided outstanding support to Army Aviation INDUSTRY MEMBERS: Those corporations having an affiliation with U.S. Army Aviation and desiring to participate in the Association and who have paid the Industry Member Dues LIFE MEMBERS: Those Individual Members as described in Section who have paid the Life Member Dues CHAPTER SUSTAINING MEMBERS: Those local non-defense businesses that desire to express support of Army Aviation through the 2.2-ANTI-DISCRIMINATION The Association shall not discriminate in membership on the basis of race, color, sex, national origin, religion, age, or physical disability. 2.3-APPLICATION FOR MEMBERSHIP Upon application, membership shall be granted to any individual of acceptable moral character or any corporation which indicates a desire to advance the aims and purpose of the 2.4-ASSOCIATION FISCAL/MEMBERSHIP YEAR For purposes of defining the operating fiscal year of the Association, the membership year of the Association shall commence at 12:01 a.m. each January 1 and shall terminate at 12:00 midnight on the subsequent December GOOD STANDING 2.6-PRIVILEGES OF MEMBERSHIP All Members may attend any meeting of the Association, except that a majority of the National or Chapter Executive Board may vote a closed session for specific Executive Board meetings Members are eligible to hold elective or appointive office at any activity level, and are eligible to vote in the affairs of the Members shall receive all of the authorized publications of the Members are entitled to all other privileges as set forth in the By-Laws of the Industry members are entitled to participate as corporations in Association functions, to include conventions, symposia, and product exhibits. Industry non-members will not be accorded these privileges unless approved by the National Executive Board. 2.7-RESPONSIBILITIES OF MEMBERSHIP Members are encouraged to read and be familiar with these By-Laws. Copies are on file with Chapter Secretaries and are obtainable from the National Office on request or may be obtained on the AAAA website. At Chapter and National-Sponsored activities, members of the Association will refrain from acts of personal conduct that are morally offensive to the Association membership or to the communities in which the activities are sponsored. 2.8-SOLICITATION OF INDUSTRY MEMBERS The Association maintains a policy of restraint in the solicitation of industry members for exhibits at conventions, symposia, or meetings. This policy is intended to prevent the

4 imposition of financial burdens on industry members and is not to be construed as discouraging industry presentations or voluntary participation of any type. Accordingly, as specified in Section 4.5.3, members will not solicit industry for funds, exhibits, or for any type of support involving the Industry Member's expenditure of funds without prior approval of the National Executive Board. 2.9-PRIVILEGES OF CHAPTER SUSTAINING MEMBERSHIP Chapter Sustaining Members are entitled to participate in Chapter functions, to use the Association emblem in local media advertising, and to receive and display an AAAA plaque or seal suitable for door or window display TERMINATION OF MEMBERSHIP Members of the Association may resign from the Association by sending a written letter of resignation to the National Office of the In accordance with AAAA Policies and Procedures, members may be dismissed from the Association for cause, such dismissal to require a decision by the National Executive Group. SECTION 3 - GOVERNMENT AND OFFICERS 3.1-GENERAL The Association shall, in all of its activities, programs, and policies, be governed by its By-Laws The By-Laws and amendments are available to all members electronically on ORGANIZATIONAL STRUCTURE The Association organization shall include a National Office, National Executive Board (NEB) and Chapters The National Office is established to serve the entire Association membership and to coordinate and support the functions, programs and activities of the Association as directed by the National Executive Board (NEB) The National Office administrative support is provided through Contract Services on a long-term and renewable basis as established by the NEB The National Office shall be governed by the NEB which shall be representative of the Army Aviation Association ofamerica Chapters are established to promote the activities, programs, and policies of the Association at the local level A Chapter is governed by a Chapter Executive Board and is representative of 25 or more members domiciled within commuting range or is a Virtual Chapter. 3.3-EXECUTIVE BOARDS AND COMMITTEES NATIONAL EXECUTIVE BOARD: The National Executive Board of the Association shall consist of the following with voting privileges: 1) The President, 2) The Senior Vice President, 3) The Secretary, 4) The Treasurer, 5) Vice Presidents, as well as; 6) The National Past Presidents, 7) Five to twenty members to be appointed at the discretion of the President, and to be known as National Members-at- Large of which the Chapters representing less than 150 members will be appropriately represented; but never less than one for Chapters of less 150 members and greater than 100 members and one for Chapters less than or equal to 100 members., 9) The National Members-at-Large Emeritus, and 10) Presidents of those Chapters representative of 150 or more members. 11) The Executive Director,

5 who is appointed by the President with the concurrence of the National Executive Board to serve as an officer of the Association is a nonvoting member NATIONAL EXECUTIVE GROUP: The National Executive Group (NEG) shall consist of the following: 1) The President, 2) Senior Vice President, 3) Secretary, 4) Treasurer, and 5) Executive Director who serves without vote. The President may appoint two additional vice presidents (Membership and Chapter Affairs) to the NEG to serve in an advisory role. The President will act as chairman of the NEG. In the event of a tie vote in deliberations, the President (chairman) will cast the deciding vote to break the tie. The NEG shall be accountable to the National Executive Board for the efficient and effective operation of the National Office, programs and activities of the PRESIDENT S ADVISORY COUNCIL: The President s Advisory Council shall be Chaired by the President and consist of the Past Presidents, and National Members-at-Large Emeritus. The Members shall advise the President on the overall condition and wellbeing of the Association and its external relations and, upon Presidential request, give counsel on issues raised by the President SENIOR EXECUTIVE ASSOCIATES: The Senior Executive Associates shall normally consist of a select group of volunteer retired four and three star Army General Officers who support and assist in communicating Army Aviation issues. These associates are normally not Army Aviators. They are appointed by the President on an annual basis and serve a one year term. The Senior Executive Associates Program is under the oversight of the President and the NEG NATIONAL STANDING COMMITTEES: The nine National Standing Committees of the Association shall be: By-Laws and Legal Committee, Convention Committee, Finance Committee, Hall of Fame Trustees Committee, Membership Committee, Nominating Committee, Scholarship/Awards Selection Committee,, Strategic Planning Committee, and Strategic Communications Committee The membership of Standing Committees should reflect the composition of the AAAA membership and the Army Aviation Community. Members need not be members of the AAAA NEB and shall be appointed by their respective chairmen. Subcommittees may be organized as necessary. Except where otherwise established by the By-Laws, all Standing Committee Chairpersons shall be appointed by the President and ratified by the National Executive Board. All Standing Committee Chairpersons must be members of the NEB Each Standing Committee shall present to the National Executive Board at the Association Annual Meeting a report of its activities since the previous Annual Meeting. A written charter delineating Committee duties and responsibilities shall be developed and made subject to periodic review and revision The BY-LAWS & LEGAL COMMITTEE shall advise the National Executive Board on the adequacy of the By-Laws to enable proper functioning of the Association at the National and Chapter levels, conduct periodic reviews, be responsible for timely processing of approved By-Law change petitions into By-Law amendments and take such other actions relating to By-Law and legal issues as the President or National Board may direct THE CONVENTION COMMITTEE shall consist of the Executive Director who serves as General Chairman and those members he deems necessary in the execution of his duties. The establishment of policy, guidance and convention objectives resides with the NEG.

6 The Executive Director shall be responsible for planning, logistics, and administration of the AAAA Annual Convention pursuant to NEG guidance and direction THE Finance COMMITTEE shall monitor the fiscal health of the association and monitor association investments and make recommendations to ensure the financial stability the association THE HALL OF FAME (HOF) TRUSTEES COMMITTEE shall establish and oversee the entire nomination, election, induction and display process in order to preserve the heritage of outstanding individual achievement in Army Aviation for posterity. The Chairman of the Hall of Fame Committee shall be a member of the Hall of Fame; The Hall of Fame Committee shall provide a bi-annual information report to the NEB regarding HOF activities in consultation with the Chief of the Army Aviation Branch THE MEMBERSHIP COMMITTEE shall advise the NEB on the trends in membership enrollment and retention, and proposes and implements policies, programs and procedures, to insure healthy growth of the The committee is chaired by the AAAA VP of Membership and shall include members and appropriate sub-committees representing Active, National Guard, Reserve aviation Soldiers of all ranks, Department of the Army Civilians, Retired members of any of the previous categories, and Industry THE NOMINATING COMMITTEE shall nominate qualified individuals to fill vacancies to fill elected officer positions on the National Executive Board and process petitions for nomination from the Association s membership. The Committee shall consist of the President, the six most recent Past Presidents, and Presidents of the six largest chapters. The immediate National Past President shall be chairman of the committee. In the absence of the chairman at any committee meeting, the most immediate National Past President shall preside. Notification of the meeting will be sent to each of the designated individuals. If they are unable to attend, they must designate a proxy to attend in their stead. The serving president may submit his recommendations for offices to be filled to the committee. The Nominating Committee will process petitions for nomination from the floor at the annual meeting only after 25 signatures have been obtained at least 30 days prior to the meeting (see 6.2.2). The Nominating Committee will then present for election the candidates for the offices to be filled at the annual meeting to be voted on by the members present at the meeting THE SCHOLARSHIP/AWARDS SELECTION COMMITTEE shall be responsible for selecting winners of scholarship grants and loans from a list of applicants presented annually by the AAAA Scholarship Foundation and shall be responsible for selecting the best files from the list of nominees compiled by the National Office to receive National Awards, making recommendations to the NEB for award policy and procedures, and overseeing selection standards for the functional awards THE STRATEGIC PLANNING COMMITTEE shall, under the guidance of the AAAA President, establish mid and long term goals and objectives for the Association, review Army Aviation issues, and serve as forum for new AAAA programs and initiatives to better serve the needs of the Army, the Army Aviation branch, and all AAAA members The STRATEGIC COMMUNICATIONS COMMITTEE shall provide oversight of publicity and promotion of the activities, programs, and policies of the Association and the activities, programs and policies of other organizations, societies, and associations that are in the best interests of the membership.

7 3.3.6-SPECIALTY POSITIONS: Qualified members shall be appointed by the President, as required, and ratified by the National Executive Board to serve in the positions of Archivist, Parliamentarian, Representative to The Army Aviation Museum and Representative to The Military Coalition. A written charter delineating the duties and responsibilities of each position shall be developed and made subject to periodic review and revision The Archivist shall catalogue and preserve AAAA historical material The Parliamentarian shall advise the National Executive Board Chairman on parliamentary procedure and rules of order (as per Roberts Rules Revised unless otherwise stated in these By-Laws) at meetings of the Board and as otherwise requested The Representative to The Army Aviation Museum shall serve as the primary liaison with the Army Aviation Museum Foundation (AAMF) The Representative to The Military Coalition (TMC) shall represent the AAAA at all meetings of the TMC and seek the guidance of the AAAA President and NEG on issues before the TMC CHAPTER EXECUTIVE BOARD: The Chapter Executive Board shall consist of the following officers with voting privileges: 1) The President, 2) The Senior Vice President, 3) The Secretary, 4) The Treasurer, 5) The Vice President for Scholarship, 6) The Vice President for Membership, and 7) Other Vice Presidents as the Chapter may wish to elect. 3.4-DUTIES OF THE EXECUTIVE BOARDS Enforcement of the By-Laws of the Implementation of the desires of the membership as expressed by a legal vote Creation of such committees as is necessary to administer the affairs of the Association in the best interests of the membership Establishment and maintenance of desirable relationships with other organizations, societies, and associations, such participation in the name of the Association to be governed as hereinafter provided Publicity and promotion of the activities, programs, and policies of the Association and the activities, programs and policies of other organizations, societies, and associations that are in the best interests of the membership Performance of such other acts as is necessary to administer the affairs of the Association in the best interests of the membership. 3.5-THE OFFICERS NATIONAL OFFICERS: The elected National Officers of the Association are the President, Senior Vice President, Secretary, Treasurer, and the Vice Presidents appointed by the AAAA President Requirements for Election or Appointment to National Office All members of the Association who possess suitable experience in Army Aviation matters, preferably with at least one year of membership in the Association, shall be eligible to hold National elective or appointive office CHAPTER OFFICERS: The elected Chapter Officers are the President, Senior Vice President, Secretary, and Treasurer, and Vice

8 Presidents. (The positions of Secretary and Treasurer may be combined.) REQUIREMENTS FOR ELECTION OR APPOINTMENT TO CHAPTER OFFICE All members of the Association who possess suitable experience in Army Aviation matters, preferably with at least one year of membership in the Association, and whose names appear on the Chapter roster in use at the Chapter at the time of ballot preparation, shall be eligible to hold a Chapter elective or appointive office TERMS OF OFFICE National elective office: two (2) years Chapter elective office: two (2) years Appointive office: one (1) year National Past Presidents, and National Members-at-Large Emeritus shall serve in perpetuity DUTIES OF OFFICE NATIONAL EXECUTIVE BOARD THE PRESIDENT: Serves as Chairman of the National Executive Board and National Executive Group; implements the desires of the membership as expressed by a legal vote; with the approval of the NEB, appoints the Executive Director, Chairman of each Committee and the National Members-at- Large; presides at all formal National meetings; establishes and maintains desirable relationships with other organizations, societies, and associations; makes an Annual Report at the National Convention covering the significant events and programs during his tenure of office; performs such other duties as are normally attached to this office and such duties as are in the best interest of the Executive Board and the membership; shall be a voting member of the NEB and NEG THE SENIOR VICE PRESIDENT: Assumes the duties of the President in the temporary absence of the President; and assists the President in such matters as the President may direct. Provides oversight of the Scholarship Selection Board, the Awards Board, and The Military Coalition; is the VP for Membership and the VP for Chapter Affairs unless otherwise directed by the President (see 3.3.2). Shall be a voting member of the NEB and NEG THE SECRETARY: Maintains the minutes of all formal meetings; provides the National Office with a file copy of the minutes of each business meeting; facilitates the administration of the National Office by being responsible for the procurement, custody, and disbursement of all Association forms, stationery, and promotional materials; and may delegate to the Executive Director such of these administrative, and editorial duties as he/she deems appropriate. Responsible for maintaining the AAAA By-Laws and Archives as well as oversight of Parliamentarian, and shall be the Representative to the Army Aviation Museum unless otherwise appointed by the President. Shall be a voting member of the NEB and NEG THE TREASURER: Receives, deposits, disburses, and is accountable for all national funds; prepares and maintains all records attesting to the receipt, custody, and disbursement of funds; draws checks in the name of the Association to meet national obligations; prepares a budget based upon planned receipts and expenditures; makes all finance records available for examination by any member of the National Executive Board upon written request by that member; provides the National Office with an annual Statement of Income and Expenditures; chairs the finance committee; and may delegate to the Executive Director such of these fiscal duties as he/she

9 deems appropriate. Shall be a voting member of the NEB and NEG VICE PRESIDENTS: Have specific functional responsibilities, as determined by the NEB, i.e., but not limited to Membership and Chapter Affairs. Shall be voting members of the NEB and voting members of the NEG when invited to participate VICE PRESIDENT FOR MEMBERSHIP: Reports to the Senior Vice President and proposes and implements policies, programs and procedures to ensure healthy growth of the Association and further advises the NEB on the trends in membership, enrollments, and retention VICE PRESIDENT FOR CHAPTER AFFAIRS: Reports to the Senior Vice President and is responsible for oversight of chapter activities, policies governing administration of chapters, and the initiation of programs which will further the objectives of the Association and improve the communications between the chapters and the NEB EXECUTIVE DIRECTOR: Functions as an officer of the Association; directs the activities of the National Office, performs administrative, fiscal and editorial duties as necessary to fulfill the functions of the National Office, performs as a non-voting member of the National Executive Board, National Executive Group and duly appointed committees; performs as General Chairman of the Annual Convention Committee; and assists the National Executive Group in such matters as may be required by contract NATIONAL MEMBERS-AT-LARGE: Are primarily utilized to represent the constituencies, who make up the membership of the Members-At-Large serve on the National Executive Board with vote. They are designated by the President for a one year term of office and may be reappointed. Members-At-Large positions may further be utilized to serve as Committee Chairman or in other positions of responsibility as the President may see fit NATIONAL MEMBERS-AT-LARGE EMERITUS: Those members of the National Executive Board having served with distinction for an extended period of time, may be designated National Members-At-Large Emeritus. They may be nominated by the National Nominating Committee, and elected by the National Executive Board and serve with vote CHAPTER PRESIDENTS OF 150 MEMBERS OR MORE: Represent the interests of their Chapter membership in matters considered by the NEB, and serve with vote CHAPTER EXECUTIVE BOARD THE PRESIDENT: Serves as Chairman of the Chapter Executive Board; implements National Executive Board policies within the Chapter; implements the desires of the membership as expressed by a legal vote; presides at all formal Chapter meetings; makes an annual report to the Chapter membership covering the significant events and programs during his/her tenure of office; performs such other duties as are normally attached to this office and such duties as are in the best interest of the Chapter Executive Board and its membership THE SENIOR VICE PRESIDENT: Assumes the duties of the Chapter President and represents the membership in the temporary absence of the President; assists the President in such matters as the President may direct THE SECRETARY: Prepares and maintains the minutes of all formal Chapter meetings; provides the National Office with a file copy of the minutes of each Chapter

10 business meeting; and is responsible for the procurement, custody, and disbursement of all Association forms, stationery, and promotional material THE TREASURER: Receives, deposits, disburses and is accountable for all Chapter funds; prepares and maintains all records attesting to the receipt, custody, and disbursement of Chapter funds; draws checks in the name of the Chapter to meet Chapter obligations; prepares a budget based upon planned receipts and expenditures; makes all financial records available for examination by any member of the Executive Board upon request by that member; and provides the National Office with a statement of Chapter income and expenditures, countersigned by the President THE VICE PRESIDENT FOR MEMBERSHIP: Advises the Chapter Executive Board on the trends in new membership and membership retention; proposes and implements policies, programs, and procedures concerned with the recruitment of new Association members and retention of Association members within the Chapter area THE VICE PRESIDENT FOR SCHOLARSHIPS: Specific duties to be assigned by the President OTHER CHAPTER VICE PRESIDENTS: Specific duties to be assigned by the Chapter President. SECTION 4 - FINANCE 4.1-GENERAL The primary sources of Association revenue are the annual convention and membership dues. 4.2-ANNUAL DUES All Members shall pay Annual Dues to the Association in the amount as specified and approved by the National Executive Board Members shall not be entitled to any return of annual dues upon severance of their membership in the 4.3-DUES BY MEMBERSHIP CATEGORY Dues Amounts for the categories of Full-Time Students, Enlisted, WO1s, Department of the Army Civilian (DAC) GS-8 and below and Wage Grade 12 DACs and below; dues for all other individual members except members of corporations holding full memberships (twenty-four members) or associate memberships (twelve members) or sustaining memberships (two members) (one member); dues for Life Members; dues for Industry Members; and dues for Chapter Sustaining Members are delineated in the AAAA Policy file. 4.4-CHAPTER REFUNDS Chapter refund amounts are delineated in the AAAA Policy file. 4.5 OTHER REVENUES The Association may pursue other notfor-profit fund raising programs as approved by the National Executive Board Chapters are specifically prohibited from establishing Chapter dues, or any form thereof Chapters are specifically prohibited from soliciting Industry Members for funds or for any type of support involving the Industry Member's expenditure of funds, except upon prior approval of the National Executive Board. 4.6-BALANCE SHEETS AND ANNUAL AUDIT

11 4.6.1-An Annual Audit of the financial activities of the Association shall be prepared by a firm of accountants designated by the National Executive Board The Annual Review shall be conducted as soon after each Fiscal Year ending December 31 as is practicable The National Office of the Association shall provide an individual copy of the Annual Review to each Member of the National Executive Board, and shall publish a summary of the Annual Review for the benefit of the general membership. 4.7-CHAPTER ANNUAL REPORTS An Annual Chapter Financial Statement showing total Chapter receipts and disbursements, shall be prepared by the Chapter Treasurer, countersigned by the Chapter President, and forwarded to the National Office as soon after each Fiscal Year ending December 31 as is practicable, but not later than 15 March of each succeeding calendar year The National Office shall provide each Chapter with suitable forms so as to standardize the submission of Chapter fiscal data NLT 1 November each year. 4.8-REIMBURSABLE EXPENSES At such time as the Association revenues permit, the President of the Association may secure reimbursement for outof-pocket expenses incurred in attending meetings of the NEB and other functions in support of the AAAA purpose. 4.9-INVESTMENT POLICY The National Executive Group, with input from the Finance Committee, shall determine what investments shall be made with association operating/reserve/emergency funds. The Finance Committee shall develop for approval of the National Executive Board written policies and procedures by which investment decisions shall be made. The policies and procedures shall be made subject to review and revision in a timely manner Investment decisions made by the National Executive Group shall be forwarded to the Association's broker through the Executive Director and reported to the National Executive Board in a timely manner. SECTION 5 MEETINGS 5.1-MEMBERSHIP MEETINGS An Annual Membership Meeting of the Association convening as a body shall be held at least once each year and shall be at the call of the National Executive Board of the Membership meetings of Chapter activities shall be held at least once during each membership quarter, except that Chapter activities outside of the Continental U.S. may hold such membership meetings as are permissible under area travel and alert limitations. 5.2-EXECUTIVE BOARD MEETINGS The National Executive Board shall meet twice annually, once in conjunction with the Annual Membership Meeting and once approximately six months following the Annual Membership Meeting Chapter Executive Board meetings shall be held at least once during each membership year, and shall be at the call of the Chapter President. 5.3-JOINT CONVENTIONS Joint conventions with the officers and/or membership of other organizations, societies, or associations, wherein such participation may be made in the name of the

12 Association, are subject to prior approval by the National Executive Board. 5.4-QUORUM One-third of the voting membership of the National Executive Board present in person or by proxy or one-third of the voting membership of any committee present in person or by proxy, shall constitute a quorum for action Two-thirds of the membership of the National Executive Group will constitute a quorum present in person or by proxy. 5.5-PROXIES Voting at any meeting may be accomplished by proxy, said member holding such proxy to present written proof of the proxy upon the request of the President of the activity concerned A member shall not hold or vote more than one proxy at any one meeting. Any member designated by another member to vote by proxy must state whom they are voting for during each vote. 5.6-MAIL VOTING When practicable and at the discretion of the President of the activity concerned, an Executive Board or a membership activity may vote on Association matters by or mail. SECTION 6 - NOMINATIONS 6.1-GENERAL A member shall not be a nominee for more than one elective office in any one election. 6.2-NOMINATIONS FOR THE NATIONAL EXECUTIVE BOARD The National Nominating Committee shall meet in conjunction with the fall meeting of the National Executive Board and nominate qualified members for those NEB elective offices in which vacancies occur at the time of the annual election In addition to the above nominations, floor nominations may be made at the general membership business meeting held at the Annual Meeting, provided that the names of the floor nominees appear on nomination petitions signed by twenty-five (25) members of the Association and said petitions are provided to the Chairman of the National Nominating Committee at least thirty (30) days prior to the conduct of the Annual Meeting of the When possible, an announcement soliciting nominations from the general membership shall appear in the Associationendorsed publication not less than sixty (60) days prior to the Annual Meeting of the Association, and a similar announcement shall solicit the Chapter Presidents by direct mail not less than sixty (60) days prior to the Annual Meeting of the 6.3-CHAPTER NOMINATING COMMITTEE The Chapter Executive Board shall appoint a Nominating Committee to nominate replacements for outgoing officers. SECTION 7 ELECTIONS, APPOINTMENTS AND SUCCESSIONS 7.1-ELECTIONS NATIONAL ELECTIONS Elections to National Executive Board office shall be so conducted as to provide for the biennial election of new officers The Nominating Committee will propose to the General Membership for vote

13 nominees to fill specific officer positions on the NEB Elections will be held during the meeting of the National Annual Meeting of the Association, and shall be open to all AAAA members in attendance CHAPTER ELECTIONS Elections to Chapter Board office shall be so conducted as to provide for the annual election of as close to half of the officers as possible under a two-year staggered election system Such elections are to be conducted during the January 1-March 31 quarter of each membership year PROCEDURE IN CASE OF A TIE: In the event two or more candidates for any office in any activity receive an equal number of votes for that office, the tie shall be resolved by a drawing made in the presence of any five Association Members, to include the two candidates ACCEPTANCE FORM: An Acceptance Form provided by the National Office signed by all elected officers shall constitute acceptance of office, and shall be returned to the National Office by the Secretary of the activity concerned ANNOUNCEMENT: Upon the completion and return of the Acceptance Form, the National Office shall publish a general announcement of the election results in the next immediate issue of the authorized publication of the 7.2-APPOINTMENTS NATIONAL APPOINTMENT The newly elected President of the Association shall appoint five to twenty National Members-at-Large to the National Executive Board, such appointments to be ratified by the NEB. He/she may reappoint National Members-at-Large to serve as needed. Members-at-Large will normally represent the constituency of the 7.3-SUCCESSION In the event any elective office, other than the office of President, shall become vacant before a successor can be elected by the membership in the appropriate activity election, the Executive Board in which the vacancy occurs shall appoint a member of the Association to complete the unexpired portion of the term Should the office of President become vacant before a successor can be elected under the normal election procedures outlined in Section 7.1, the Executive Board in which the Presidential vacancy occurs shall appoint one of their own number to complete the unexpired portion of that term, and shall appoint a member of the Association to complete the unexpired portion of the term of office of the Board member appointed to the Presidency. SECTION 8 PUBLICATIONS, RECORDS, REPRESENTATION, PRODUCTS & SERVICES 8.1-PUBLICATIONS AUTHORIZED PUBLICATION: The Association shall, by contract, provide each member in good standing, whose current address is known, a news magazine to which the Association shall give its endorsement as its exclusive publication COPYRIGHT: The Association shall not claim any copyright to material appearing in its authorized publication, such rights to remain with the author or illustrator, unless said work is purchased from the author or illustrator with Association funds.

14 8.1.3-LEGAL RESPONSIBILITIES: The Association, its officers, and its members shall not be responsible for any statements or opinions advanced by individual authors or illustrators in the authorized publication of the Association, nor shall the Association, its officers, or its members assume any responsibility for claims made by firms utilizing advertising space in the authorized publication of the EDITORIAL RESPONSIBILITIES: The Executive Director shall be responsible that editorial and advertising material appearing in the authorized publication of the Association conforms to the By-Laws and policies formulated by the National Executive Board. 8.2-RECORDS The National Office (Monroe, Connecticut) is the official office of record for the Records of all significant transactions of the Association shall be maintained at the National Office All records of transactions and operations relating to the National Convention of the Association shall be retained in the National Office. 8.3-REPRESENTATION The use of the Association name or emblem in any commercial enterprise is prohibited, except by consent of the National Executive Board. Such use shall specifically state the nature of the relationship between the Association and the enterprise. 8.4-PRODUCTS AND SERVICES The National Executive Board may from time to time grant Association endorsement to products and services offered by profit-making organizations, when such products and services are in consonance with the purposes of the Association and the provisions of the By-Laws. When products and services are so endorsed, the National Executive Board shall screen them prior to endorsement and review them biannually to assure that they are competitive in price and otherwise in the best interests of the membership and the SECTION 9 - AMENDMENTS 9.1-INITIATION OF AMENDMENTS Any Member, Chapter, or other entity within the Association may propose an amendment to the By-Laws of the Association by submitting to the National Office a petition bearing the desired language of the amendment and the signatures of twenty-five (25) Association Members 30 days prior to the next regular meeting of the National Executive Board. A petition shall not be needed for amendments initiated in the NEB deliberations. 9.2-SUBMISSION OF AMENDMENTS The petition outlining the proposed amendment and containing the required signatures thereon shall be submitted to the National Office where it shall be placed on the Business Agenda of the next meeting of the National Executive Board 9.3-APPROVAL AND ADOPTION A proposal to amend the By-Laws of the Association, whether or not it arises by petition or by deliberations of the National Executive Board, shall be eligible for a vote after it has been on the agenda for one additional meeting of the NEB. Approval by two-thirds of the NEB shall be sufficient to amend the Association By-Laws. 9.4-ANNOUNCEMENT The National Office shall publish approved amendments in the authorized publication of the Association and shall furnish copies of the amendments to members of the National and Chapter Executive Boards. SECTION 10 - DISSOLUTION

15 10.1-Upon dissolution of the Association, the assets of the Association shall not accrue to any individual officer or member of the Association, but shall be used to satisfy any outstanding debts, liabilities, or obligations and the remainder shall be donated in their entirety to a not-for-profit, tax-exempt charitable organization, preferably an aviation-related organization, that is approved under Section 501(c)(3) of the U.S. Internal Revenue Service Code, and has the demonstrated ability to manage the assets, and that is selected and approved by the National Executive Board prior to the dissolution of the binding as a governing document of this SECTION 11 - INSOLVENCY 11.1-LIABILITY Should a Chapter become insolvent, the Association will relieve Chapter members of personal liability by assuming responsibility for outstanding Chapter debts, provided such debts were authorized by the Chapter officers in the reasonable pursuit of the Association purposes set forth herein Should the Army Aviation Association of America become insolvent, the Association will relieve members of personal liability. SECTION 12 INDEMNIFICATION OF DIRECTORS AND OFFICERS 12.1-The Association shall indemnify incumbent National and Chapter directors and officers for any losses or legal expenses incurred in the official exercise of Association duties but not due to said director or officer s illegal act, gross negligence or willful or wanton misconduct. SECTION 13 DECLARATION OF INVALIDITY 13.1-In the event an article of these By-Laws or a portion thereof is declared invalid, the remaining unaffected provisions of such articles or portions thereof shall remain in effect and