Articles of Association

USAF COMBAT CAMERA ASSOCIATION ARTICLES OF ASSOCIATION

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ARTICLE I

NAME

The name of this organization shall be the USAF Combat Camera Association

ARTICLE II

OBJECTIVES

The objective of this Association is to re-establish and maintain the bonds of camaraderie developed among members of Air Photographic & Charting Service (APCS), Aerospace Audiovisual Service (AAVS) and USAF Combat Camera and thereby preserve the heritage of USAF Combat Camera, as well as provide social, educational and recreational activities for its members.

ARTICLE III

LIMITS

The Association shall be civilian and shall not be used for the dissemination of partisan politics or religion, or for the promotion of the candidacy of any person seeking office or preferment.  No funds received by this organization may inure to the benefit of any member or individual.  The Association is organized and will function within the United States of America and its possessions.

ARTICLE IV

MEMBERSHIP

  1. Membership is extended to all military and civilian persons who were or are assigned or attached to USAF Combat Camera, Air Photographic & Charting Service, or Aerospace Audiovisual Service. Members are considered Active Members for as long as they maintain contact and pay the yearly dues of the Association during the past two years.
  2. Associate Membership may be extended to those persons related to a Member as defined in paragraph 1 above. Spouses of Active Members are automatically given Associate Membership.
  3. Honorary Membership may be awarded to individuals nominated by Active Members or when deemed appropriate by the Executive Board. The Executive Board will be responsible for the awarding of Honorary Memberships.  There are no maintaining contact, dues requirements or voting privileges for Honorary Members.

ARTICLE V

ORGANIZATION

Executive Board

  1. General Powers. The Association shall be organized and administered by the Executive Board, which shall consist of four (4) officers: President, Vice-President, Secretary and Treasurer.  In addition, the Executive Board may include up to four (4) Members-at-Large nominated by the membership. The Board shall thus not exceed eight (8) members.  The Board shall exercise all of the powers of the Association except such as are reserved by these Articles to the members.
  1. Terms of Appointment or Election. The term of all other members of the Executive Board shall be two years or until a successor has been elected and qualified.  The President, Treasurer and two Members-at-Large shall be elected in even numbered years while the Vice-President, Secretary and two Members at Large shall be elected in odd numbered years. Members of the Board may succeed themselves and serve at the pleasure of the members. Newly elected officers shall assume office at the conclusion of the Annual Reunion Meeting.
  1. At each annual reunion meeting at which a quorum is present, the nominees whose terms have expired shall be elected by vote of the active members of the Association present and voting.  Each active member shall have the right to cast one vote for each nominee and the candidate who receives the highest number votes shall be elected and installed immediately.  The President may appoint a nominations committee to recommend the slate of officers.  Nominations may also be made from the floor at the reunion meeting.
  1. Any vacancy occurring on the Board shall be filled by a majority vote of the remaining members of the Executive Board. Regardless of the original term for which a vacancy has occurred, the officer thus selected shall serve only until the next Annual Reunion Meeting (or until his successor shall   have been elected and shall have qualified). If the original term does not expire at that meeting, the officer shall be elected by the members to complete the original officer’s term for which the vacancy occurred.

    Officers
  1. The President shall be the Chief Executive Officer of the Association. He/she will conduct all official business of the Association and supervise the management of the affairs of the Association. This would include corresponding with other members of the board by email, phone, or Skype and ensure that updates/information is provided for the monthly eBlast.  He/she shall have full power to enforce the provisions of the Articles of Association.  He/she shall appoint, with approval of the Executive Board, all necessary committees, including those responsible for the planning of future reunions and ensuring reunion volunteers and future hosts have a presentation available to include the cost and amenities. He/she shall chair the annual meeting.
  1. Vice-President. The Vice President shall perform such duties as may be assigned to him by the President or the executive Board. In case of the absence or disability of the President, the Vice President shall perform the duties of the President.
  1. The Secretary shall record the proceedings of all official meetings of the Association and the Executive Board, and other matters, which shall be ordered by the President. He/she shall prepare and distribute any and all notices for the Association and the Executive Board meetings, prepare answers to Association correspondence as directed by the President or the Executive Board and distribute copies of minutes of said meetings to all Association officers and to other designated members. He/she shall maintain the membership records, sharing said records with the Treasurer and Newsletter Publisher/Editor in a timely manner.  He/she, in concert with the Newsletter Publisher/Editor, will be in charge of communication between the Association and its members.
  1. The Treasurer shall collect and disburse all funds of the Association and be custodian of such funds. Expenditures over $200.00 must be verbally approved by one other member of the Executive Board. The Treasurer, or in his absence, another officer on the bank account will sign all checks.  He/she shall keep regular accounts in books belonging to the Association, which shall be open to the inspection of any members of the Executive Board or any member of the Association at an Annual Meeting.  He/she shall make reports at each Annual Meeting upon the condition of the treasury and at such times as shall be requested by the President or the Executive Board.
  1. Members-at-Large. They shall perform functions as may be directed by the President or the Executive Board.

Other Positions: Historian, Webmaster, Newsletter Publisher/Editor, Annual Reunion Chairperson. These four volunteers are not members of the board, but serve at the will, on the Executive Board.

  1. The Historian shall be so designated by the majority of the Executive Board. He/she shall maintain the official records, history and related information of the Association. He/she will catalog any combat camera memorabilia, which may be donated to the Association.  He/she will, with the approval of the Executive Board, also select an appropriate facility to secure and store said memorabilia.  He/she will provide support and assistance to Board–approved displays, shows or presentations.  He/she shall meet with the Executive Board at the request of the President.
  1. The Webmaster shall be appointed and so designated by a majority of the Executive Board. He/she will maintain the www.usafcombatcamera.org website.  The Webmaster is responsible for posting general notices about reunions, member activities, obituaries and other pertinent information on the association.
  1. Newsletter Publisher/Editor. The Newsletter Publisher/Editor shall be appointed and so designated by a majority of the Executive Board.  From time to time, he/she shall compile, produce and publish a newsletter informing the membership of current and historical events concerning the USAF Combat Camera Association.  After completion he/she will email the newsletter to current Association members, survivors of deceased members who have requested copies and other organizations.  He/she shall meet with the Executive Board at the request of the President.
  1. Annual Reunion Chairperson. The Chairperson shall be selected by the Executive Board for a one year term.  He/she shall perform such duties concerning future reunions as may be assigned to by the Executive Board. He/she shall be responsible for all details and activities relating to upcoming reunions. He/she shall report directly to the Executive Board and shall obtain its approval of the reunion plans.

ARTICLE VI

MEETINGS AND REUNIONS

Executive Board Meetings

  1. The Executive Board shall meet at such time and place as shall be designated by the President. The President shall preside at all meetings of the Executive Board.  If the President is absent or unable to preside, the Vice-President may call the meeting to order and preside during the meeting, or until the attendance of the President.  The uses of “Skype”, “Go to Meeting” or other Internet meeting programs are acceptable and encouraged if members are unable to attend due to geographical distances.
  1. Four (4) members shall constitute a quorum of the Executive Board.
  1. In addition to such powers as are specifically conferred upon it by the Articles of Association, the Executive Board shall be responsible for the general management of the affairs of the Association and make such regulations as it deems advisable, not inconsistent with the Articles of Association.

Meetings of Members and Reunion

  1. Annual Reunion Meeting: The Annual Meeting of the members shall coincide with the Annual Reunion.  It shall be held before December of each year on a date and at a fixed place provided in paragraph 7 below.  The meeting shall be for the purpose of selecting Board members, considering and approving reports for the previous fiscal year, and transacting such other business as may properly come before the meeting.
  1. Special Meetings: Providing that it is for a proper purpose, special meetings may be called by the written request of at least three (3) members of the Executive Board or upon request written signed by at least ten percent (10%) of all members filed with the Secretary, which must state the purpose for the meeting.  If for a proper purpose, the Executive Board shall cause a call or notice of such meeting to be given stating such place of meeting, as the Executive Board shall designate. No business shall be transacted at a special meeting other that the purpose for which it was called.
  1. Notice of Meetings: Written or printed notice stating the place, day, and hour of the meeting, and, if a special meeting, the purpose thereof shall be given to each member not less than twenty (20) days before the date of such meeting, either personally or by email. Notice by email shall be deemed to be delivered when sent to the email address on the Association records. Notice of email non-delivery shall be noted and member contacted via phone or U.S. mail. Failure of any member to receive notice of any meeting shall not invalidate any action, which may be taken by the members at such meeting so long as the notice was mailed to the email address given on the records of the Association.
  1. Quorum: Twenty (20) active members present in person shall constitute a quorum for the transaction of all business of the Association. If less than a quorum is present at any meeting, a majority of those present in person may adjourn the meeting without further notice.
  1. Voting:  Each active member shall be entitled to only one vote, which cannot be divided, upon each matter submitted to a vote of the members.  At all meetings of the members at which a quorum is present all questions shall be decided by a vote of the members voting thereon in person, except as otherwise provided by law or these Articles of Association.  Proxy and cumulative voting are prohibited.
  1. Conduct of Meetings: The President shall preside at the Annual Reunion Meeting and Special Meetings of the membership. If for any reason the President is absent or unable preside, the Vice-President shall call the Reunion to order and shall preside during the Reunion or until the entrance of the President. The President may make rulings concerning the conduct of meetings and the order of business and shall use Roberts Rules of Order except as they may conflict with these Articles of Association or applicable law. The President may delegate such authority to a parliamentarian.
  1. Reunions: The reunion of the Association shall be held in conjunction with the Annual Meeting of the Members. The time and place of future reunions shall be determined by the membership vote at the Annual Meeting after presentation of the Executive Board’s recommendation. Any member may nominate, at the annual reunion meeting, a site for future reunions.  Members, in attendance at the annual reunion meeting, will vote upon the suggested sites.

ARTICLE VII

AMENDMENTS

Any amendments offered to the membership shall be proposed in writing. These Articles of Association may be amended by two-thirds majority vote of those members present and voting at the Annual Reunion Meeting at which a quorum is present.

 ARTICLE VIII

 DISSOLUTION

The Association may be dissolved upon the recommendation of two-thirds of the Executive Board and a two-thirds majority vote of the members present and voting at a membership meeting for which proper notice of such vote was given.  In the event the Association is dissolved, the net assets remaining in the Association’s treasury shall be distributed by the Executive Board to an organization or organizations that qualify as a tax exempt organization under the provision of IRS rules.

CERTIFICATION

The undersigned hereby certifies that He/she is the duly elected, qualified and acting Secretary of the aforesaid Association and that the foregoing Articles of Association are a true and accurate and complete copy of the Articles of Association currently in full force and effect including all lawful amendments thereto adopted by the Executive Board Members in attendance at the Association’s quarterly telecom meeting on February 4, 2017 all pursuant to and in accordance with the Articles of Association of the USAF Combat Camera Association.

DATED: February 4, 2017

Patrick Knowles, President

Mario Candia, Vice President

USAF Combat Camera Association