THE FIREBIRD ASSOCIATION, INC.

BY-LAWS

May 15, 1999


 

ARTICLE I - IDENTITY

 

Section 1 - NAME.

The name of this organization is "The Firebird Association" doing business as "The Firebird Association, Incorporated."

Section 2 - PURPOSE.

The Firebird Association is organized for the following purposes:

 

1.

To provide social and recreational activities for, and to maintain fraternal contacts between, its members.

 

2.

To commemorate the aviation history of the 17th Troop Carrier Squadron and the 17th Tactical Airlift Squadron of the United States Air Force, its predecessor and mission-successor organizations, and of all military units who have flown ski-equipped versions of the C-130 aircraft within any of the Armed Forces of the United States of America.

 

3.

To Foster Pride of Patriotism and Defense of the Constitution of the United States of America.

 

4.

To encourage and support aerospace activities to insure that the United States of America maintains its freedom and leadership status among nations.

 

Section 3 - EMBLEM.

The emblem of The Firebird Association is a red Firebird in flight on a white background.

Section 4 - ARTICLES OF INCORPORATION.

Articles of Incorporation as a non-profit corporation were filed with the Secretary of State of the State of Texas, Austin, Texas, on April 12th, 1999. The Association became a Texas corporation as of April 12th, 1999.

 

ARTICLE II - MEMBERSHIP

 

Section 1 - ELIGIBILITY.

All members of The Firebird Association shall be called "Firebirds." Eligibility for membership shall be open to:

 

1.

Any and all persons who served on active duty in the United States Air Force with the 17th Troop Carrier Squadron and/or the 17th Tactical Airlift Squadron;

 

2.

Any and all persons who served with any of the predecessor or mission-successor organizations of the 17th Troop Carrier Squadron and/or the 17th Tactical Airlift Squadron, including but not limited to the 61st Troop Carrier Squadron, the 109th Tactical Airlift Group/Wing, or the 517th Airlift Squadron;

 

3.

Any and all persons who served with United States Navy Antarctic Development Squadron Six (VXE-6);

 

4.

Any and all persons who, while on active or active-reserve duty with the United States Air Force or the United States Navy, have ever flown as a crew member on a ski-equipped model of the C-130 aircraft;

 

5.

Any and all persons who have supported the mission(s) of the ski-equipped C-130 aircraft flown by any active duty, reserve or National Guard unit of the Armed Forces of the United States, such as but not limited to, operational control, aircraft maintenance, aerial port, combat control team and industry technical representative;

 

6.

The spouses, widows, widowers and children of any of the above; and

 

7.

Upon nomination for membership by any active Firebird and acceptance by a majority vote of the Board of Directors, any other person, not otherwise qualified, who has an interest in this association and supports the purposes for which it is organized as outlined in Article I Section 2 of these By-Laws.

 

Section 2 - DURATION.

Active membership shall be continued from year to year, on payment in advance of annual dues as determined by the Board of Directors. Dues become payable during the first quarter of each calendar year for that year and become delinquent after March 31 of that year. Any members who fail to pay the required dues by April 30 of that year will be moved to in-active membership status until payment of dues for the then- current year. Any member may pay regular dues in advance or subscribe to a Lifetime Membership at a cost determined by the Board of Directors.

Section 3 - DUES.

Annual dues will be determined by the Board of Directors. A statement of rates of dues, for both Annual and Life Memberships, is attached to these By-Laws (Attachment 1), and may be changed by the Board of Directors to take effect on January 1 of the calendar year following the next biennial general meeting of the membership.

 

 

ARTICLE III - MEMBERS MEETING

 

Section 1 - BIENNIAL MEETING.

A biennial meeting will be held in conjunction with, or independent of, a reunion of the members and shall last for a period as designated by the Board of Directors on a date and at a place selected by the Board of Directors for the purpose of transacting business.

Section 2 - NOTICE OF MEETING.

Notice of the biennial meeting or reunion shall be announced in The Firebird Flyer newsletter at least sixty days prior to the meeting; however, this notice may be waived by the Board of Directors.

Section 3 - QUORUM.

The active Firebirds who attend the biennial meeting shall constitute a quorum capable of transacting all business properly brought before the meeting.

Section 4 - PRESIDING.

The President or, in his absence, the Vice President or another member of the Board of Directors, shall preside over the biennial meetings and, with the Board of Directors, maintain the order of business.

Section 5 - ORDER OF BUSINESS.

The following order of business shall be conducted at the biennial meeting:

 

1.

Roll Call.

 

2.

Correcting and approval of minutes of previous meetings

 

3.

Reports of Officers.

 

4.

Reports of Committees, including the Nominations Committee.

 

5.

Unfinished Business.

 

6.

New Business.

 

7.

Adjournment.

 

 

 

 

Section 6 - VOTING.

Each active Firebird, present at the biennial members' meeting, shall be entitled to one vote on any issue brought before the meeting. Proxy votes shall not be permitted. A majority vote of the active Firebirds present at the meeting shall govern in all matters properly brought before the meeting.

 

 

ARTICLE IV - RIGHTS OF MEMBERS

 

Section 1.

The routine business of The Firebird Association shall be vested in the officers and the Board of Directors. However, any powers delegated to or by the officers or Board of Directors on any officer or other person may be modified, altered or withdrawn by the members, provided, however, that all actions of the Board of Directors or of any officer or any other person taken in pursuance of powers properly conferred shall be binding upon The Firebird Association.

 

 

ARTICLE V - OFFICERS AND BOARD OF DIRECTORS

 

Section 1 - ORGANIZATION.

The Board of Directors shall consist of thirteen members, including four elected officers: President, Vice President, Secretary and Treasurer. Various additional board member positions, except for the officers listed above, may be established, modified or terminated by a majority vote of the then-existing Board of Directors, to include, but not be restricted to, the Editor of The Firebird Flyer newsletter, the Historian, and certain other Committee Chairmen and/or various offices which may be established by the Board. All members of the Board shall have one vote.

Section 2 - POWERS AND LIMITATIONS.

Officers will be empowered to carry out their duties as described in Attachment 2 to these By-Laws, but such officers, singly, are not authorized to commit the Association or any of its members to pecuniary liability, without due consideration by a quorum of the Board of Directors.

Section 3 - QUALIFICATION AND NOMINATION OF OFFICERS AND DIRECTORS.

Individuals placed in nomination for any elected or appointed office must be active members with dues currently paid, or who are lifetime members and who are otherwise in good standing. Nominations may be submitted to a nominating committee by any active or life member, provided the nominee has consented to such nomination.

Section 4 - ELECTION AND TERM.

Officers shall take office at the conclusion of the biennial meeting at which their predecessor's terms of office expire: President, Vice President, Secretary and Treasurer. The Vice President, Secretary, and Treasurer shall be elected by the membership at the biennial general meeting of the Association, according To procedures determined by the Board of Directors, for a term of two Years. The Vice President shall succeed the President when the President's term of office expires, unless otherwise specified by a quorum vote of the Board of Directors.

Section 5 - VACANCIES.

In the event that the office of President becomes vacant during the normal term of office, the Vice President shall automatically succeed and complete both the unexpired term of the incumbent and the term to which he would normally have succeeded. Vacancies in the positions of other officers and on the Board of Directors that occur between elections, shall be filled by appointment of the Board of Directors. Individuals so chosen shall duly hold office until the next scheduled election.

Section 6 - MEETINGS.

There shall be periodic meetings of the Board of Directors according to a schedule determined by the President. All members of the Board of Directors are expected to attend all meetings. Due to the non-profit status of the organization and the nature of unreimbursed expenses which may be incurred by Board Members in attending these meetings, all Board Members who attend such meetings are authorized to deduct the reasonable costs and expenses of attending said Board Meetings under Reg. 1.170A-1(g) of the IRS Code as charitable contributions.

Section 7 - SPECIAL/EMERGENCY MEETINGS.

Special/emergency meetings may be called by the President provided written notice is sent to each member of the Board of Directors at least seven days in advance. If necessary to secure a quorum at such meetings, absent members of the Board of Directors may fully participate by telephone conference call.

Section 8 - QUORUM.

A quorum shall consist of five members, one of whom shall be the President or Vice President, and a simple majority of a quorum shall suffice for the conduct of all business.

Section 9 - MINUTES.

Minutes of the Board of Directors meetings shall be taken during the meetings, and written copies thereof distributed to all members of the Board of Directors within 30 days after the meeting.

 

 

ARTICLE VI - POWERS AND DUTIES OF THE BOARD OF DIRECTORS

 

Section 1 - BUSINESS MANAGEMENT.

The business management and affairs of The Firebird Association shall be under the direction and control of the Board of Directors, as shall be its several officers, agents and employees. The Board of Directors shall have the authority to authorize contracts, deeds or other appropriate instruments of conveyance, incur liabilities, convey real estate, convey or invest funds, hire employees and such other matters and things connected with The Firebirds Association as they may determine, subject always, however, to the right of the members to modify, alter, or withdraw the powers of the Board of Directors as set forth in Article IV. The Board of Directors shall also have the authority to establish committees, secretaries and advisory councils, and appoint chairmen and members to further the causes and management of the organization. Such committees, secretaries, and advisory councils shall serve at the discretion of the Board of Directors, which shall have the power to control and terminate any such established position. All legal documents shall be executed on behalf of the Corporation by the President and acknowledged by the Secretary as the act of the Association. The name of the Association shall appear on all legal documents along with the signatures of the President and Secretary.

Section 2 - DELEGATION OF AUTHORITY AND REVOCATION OF POWER.

The Board of Directors may grant special or general authority to others and may likewise withdraw such authority, all upon such terms and conditions as the Board of Directors may determine. The powers vested by the Board of Directors in any committee, officer, agent or employee of The Firebird Association may be limited, altered or revoked by the Board of Directors, through proper action at any meeting.

Section 3 - BONDS AND GENERAL COUNSEL.

The Board of Directors may, as appropriate, require officers, agents and employees of The Firebird Association to be bonded in an amount and with surety approved by the Board, the expense of which shall be paid by The Firebird Association. Likewise, the Board of Directors may designate an Attorney-in-Fact, with such powers and duties as may be determined. Any Attorney-in-Fact so designated shall be authorized to execute Powers of Attorney for the corporation in accordance with policy established by the Board of Directors.

Section 4 - DEPOSITORIES.

The funds of The Firebird Association shall be invested and/or deposited for safe keeping in such manner and in such financial institutions as the Treasurer, with the concurrence of the Board of Directors, may determine.

Section 5 - COMMITTEES.

The Firebird Association Board of Directors may appoint and maintain certain standing committees as may be necessary to serve the needs of the membership. The Board shall specify the purpose, membership, duties and tenure of any such committee so appointed.

 

 

 

ARTICLE VII - LIABILITY OF MEMBERS, OFFICERS, EMPLOYEES

 

Section 1.

In any obligation created by The Firebird Association, or by any of its officers or employees on its behalf, it shall be provided that no liability shall obtain in favor of the party with whom contracted with, or against any officer, director, member, agent or employee of the Association, but that such party contracted with shall look solely to the assets of The Firebird Association for satisfaction of such contract, and that The Firebird Association will defend and indemnify any such individual acting within his authority on behalf of the corporation.

 

 

ARTICLE VIII - AMENDMENTS

 

Section 1.

These By-Laws may not be altered or amended except by majority vote of the active members present at a regularly convened meeting of the membership. Proposed alterations or amendments will not be brought before the membership for vote unless written justification is forwarded to and receipt confirmed by the Secretary of the Association at least 30 days prior to a meeting of the membership.

 

 

ARTICLE IX - DISSOLUTION

 

Section 1.

Upon the dissolution of the corporation, The Officers and Board of Directors shall, after paying or making provision for the payment of all liabilities of the corporation, transfer all remaining assets to The Air Force Aid Society or to one or more other exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction in the county and state in which the principal office of the corporation is then located, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized or operated exclusively for such purposes.

 

 

ATTACHMENTS

  

1.

Dues.

 

2.

Duties of Officers.

 

3.

Nominating and Other Committees.

 

 

ATTACHMENT 1 - DUES

Annual and Life Membership dues shall be as determined by the Board of Directors.

 

 

ATTACHMENT 2 - DUTIES OF OFFICERS

 

 

 

 

1.

PRESIDENT.

The President shall preside at all meetings of the Board of Directors and general meetings of the membership which shall be conducted, so far as is practicable, in accordance with Roberts Rules of Order. The President has general charge of and control over the affairs of the corporation. The President shall, as appropriate, sign all official correspondence and legal instruments relating to actions of the Association.

 

2.

VICE PRESIDENT.

The Vice President shall perform those duties assigned by the Board of Directors or delegated by the President. In the absence, disability or death of the President, the Vice President shall perform and be vested with all the duties and powers of the President. In this event, the Secretary shall double as the Vice President until such time as the Board of Directors select and appoint a new Vice President in accordance with Article V, Section 5 of the By-Laws.

 

3.

SECRETARY.

The Secretary shall compile a written record of the meetings of the Board of Directors and of the general membership and shall distribute copies of the minutes of all such meetings to all members of the Board of Directors within 30 days of each such meeting. Additionally, the Secretary shall keep on file a record copy of all minutes approved by the Board and/or membership a succeeding meetings.

 

4.

TREASURER.

 

 

A.

The Treasurer shall manage the financial affairs of the Association, receive and deposit all revenues, and pay all lawful liabilities incurred by the Association. Additionally, the Treasurer shall prepare an annual financial report for the past fiscal year and prepare a budget for the forthcoming year, both of which will be submitted to the Board of Directors for their approval at a meeting immediately prior to the biennial meeting of the membership. The fiscal year of The Firebird Association begins on July 1st and ends on June 30th of the following calendar year.

 

 

B.

The Treasurer is responsible to insure that all required reports are rendered as may be required from time to time by the Internal Revenue Service and the State of Texas.

 

 

C.

The Treasurer shall maintain a current roster of active Firebirds and their addresses.

 

5.

EDITOR.

The Editor shall manage, and from time to time publish and mail The Firebird Flyer newsletter as directed by the Board of Directors.

 

6.

HISTORIAN.

The Historian shall, as far as is practicable, maintain a record of the service history of individual Firebirds and of those units of the Armed Forces of the United States in which they served.

 

 

 

 

ATTACHMENT 3 - NOMINATING AND OTHER COMMITTEES

 

 

 

 

1.

There will be a Nominating Committee, appointed by the President with the consent of the Board of Directors. The duties of the Nominating Committee will be to present a slate of nominees for Vice President, Secretary, Treasurer and members of the Board of Directors to the membership for approval at the biennial general meeting.

 

2.

The President, with the consent of the Board of Directors, may from time to time appoint such other committees as may be necessary for the orderly conduct of the business of the Association. The duties, membership and tenure of such committees will be as determined by the Board of Directors at the time of appointment.

 


Notice:

These by-laws may be amended by submitting proposed changes, in writing, to the Firebird Association Secretary at least thirty days in advance of a membership meeting--the reunion. Changes must then be approved by a majority vote of the membership.


Back to Top