ARTICLE I
NAME
The name
of this Association is the ALABAMA
STATE DEFENSE FORCE ASSOCIATION,
INC., which shall be a
not-for-profit corporation of the
State of Alabama (hereinafter called
“Association”).
ARTICLE II
PURPOSES AND POWERS
Section 1:
Purposes: The purposes of
the Association shall be:
a.
To
promote the role and effectiveness
of that portion of the state
militia, heretofore known as the
ALABAMA STATE DEFENSE FORCE.
b.
To
foster relations with the general
public and other agencies of the
government, and with other
associations.
c.
To serve
as a chapter of the national
association of the state defense
forces in support of a viable state
militia system.
d.
To
promote close association,
friendship, understanding,
professionalism, and cooperation
among the members, and among the
members and former members of the
defense forces.
e.
To
preserve and perpetuate the history
and traditions of the state militia.
f.
To
organize, sponsor and operate,
programs for the education, welfare,
and benefit of the Association and
its members.
Section
2: Powers: To promote the best
interests of the Association and the
purposes for which it was formed,
the Association shall have power
(under the corporation laws of this
state):
a.
To
assess and levy, to receive and
collect membership dues and accept
contributions.
b.
To
acquire, hold, take by gift, devise
or purchase property, either real or
personal, and to invest its funds
therein. It may sell and dispose of
such property and create obligations
when in the best interests of the
Association.
c.
All
income and assets, from whatever
source derived, shall be exclusively
to promote the purposes for which
the Association was organized.
d.
The
Association shall be authorized to
exercise and enjoy all the powers,
rights and privileges granted to or
conferred upon corporations of a
similar character by the general
laws of the State of Alabama now or
hereafter in force, and the
enumeration of the foregoing powers
shall not be deemed to exclude any
powers, rights or privileges so
granted or conferred.
e.
Upon
dissolution of the Association, the
Board of Directors shall after
paying or making provision for the
payment of all obligations justly
due, dispose of remaining assets of
the Association, in such a manner or
by conveyance to such organization
(s) having the same or comparable
objectives as the Board may
determine.
f.
No part
of the earnings or assets of the
Chapter shall benefit or be
distributable to private persons,
members, Board of Directors or
Officers, except for reasonable
compensation for services rendered
and to make payments and
distributions in furtherance of the
purposes for which the Association
is formed.
ARTICLE III
MEMBERSHIP
Section 1:
Composition: The membership
of the Association shall be composed
of:
a.
ACTIVE MEMBERS.
There is one class of active
membership. Any active, retired or
inactive State Defense Force member
and any person who supports the
cause of an active and effective
state militia may be accepted as a
member. Any active member whose dues
remain unpaid at the end of the
fiscal year or at the opening of the
Annual Meeting shall be deemed in
arrears and shall be suspended from
membership until the arrears are
paid.
b.
HONORARY MEMBERS.
The Board of Directors may confer
honorary membership in the
Association upon a person who has
rendered outstanding service to the
United States, the State of Alabama,
or to the Association. Honorary
Members shall not be entitled to
vote or hold office, nor shall they
be required to pay dues.
Section 2:
Equal Opportunity Membership:
Membership in the Association shall
not be denied due to race, color,
religion, sex, age, or national
origin.
Section 3:
National Membership: Members
of this State Association will also
be members of the State Guard
Association of the United States
(SGAUS).
ARTICLE IV
OFFICERS
Section 1:
Officers:
a.
The
officers of the Association shall
be:
(1)
President
(2)
Vice
President
(3)
Immediate Past President
(4)
Secretary
(5)
Treasure
b. One
person may hold more than one office
provided that there shall be at
least a President and one other
person as officers. Officers may,
but need not, also be Board members.
c.
The
term of office shall be one year
beginning the first day of January,
and containing thereafter until a
successor is chosen and assumes
office. In the event of a vacancy,
the Board may elect a successor for
the reminder of the term.
Section 2:
Duties:
a.
President:
1) Is
charged with the direction and
administration of all affairs
pertaining to the Association.
2) Shall
from time to time call meetings of
the Board.
3) Shall
appoint all special and standing
committees and name the chairpersons
thereof, subject to Board approval.
4) Shall
be a member ex officio of all
committees except the Nominating
Committee.
5) Shall
be responsible for the location and
operation of the headquarters office
of the Association, subject to the
approval of the Board.
6) Shall
supervise arrangements for annual or
special conferences/meetings.
7) Shall
have the authority to approve
expenditures of the Association in
accordance with the policy
established by the Board.
8) Shall
appoint a Chaplain, Sergeant at
Arms, Judge Advocate and such other
offices as may be authorized by the
Board.
b.
Vice President:
The Vice President shall perform the
duties of the President during
absent or disability of the
President, and such other duties as
may be assigned by the President.
1) The Vice President shall direct
the preparation of the annual report
and shall present said report at the
Annual Meeting.
2) The
Vice President shall maintain a
current roster of Association
members and length of membership.
c.
Immediate Past President: On
the election and qualification of a
new President of the Association,
the predecessor shall automatically
become the Immediate Past President,
and shall perform duties as may be
assigned by the President.
d.
Secretary: The Secretary
shall serve as secretary of the
Board of Directors, to include
taking, printing, and distribution
of minutes of the Board meetings,
and shall perform other duties as
assigned by the President.
ARTICLE V
BOARD OF DIRECTORS
Section 1:
Establishment: There shall
be a Board of Directors of the
Association consisting of eleven
(11) members, six of which are
elected by the members at the annual
meeting (three (3) each year); five
(5) appointed by the Commanding
General. The term of a director
shall be three (3) years and with
staggered expirations so that three
(3) members of the Board comes up
for election each year.
Section 2:
Governing Body: The Board of
Directors shall be the governing
body of the Association.
Section 3:
Powers of the Board:
a.
The
board shall have power and authority
to establish general policies of the
Association and shall elect the
officers.
b.
It shall
control funds, financial
obligations, and property consistent
with the purposes of the Association
under its Articles of Incorporation
and By-Laws.
c.
The
Board may, if and when it deems it
advisable, order an audit of the
Association’s books and finances by
a certified public accountant.
d.
The
board shall have authority to
designate the time and place of the
next Annual Meeting of the members.
In the event that any meeting is for
any reason postponed, the Board
shall then designate the time and
place for the rescheduled meeting
and report such action immediately
to the membership. In the event no
other date is set for the Annual
Meeting of the Membership, the
meeting will be held at 7:00 pm
(1900 hours) on the first Tuesday in
September.
e.
Any
vacancy in any elective office of
the Association shall be filled by a
vote of the Board of Directors, and
such successor in office shall serve
out the reminder of the unexpired
term.
f.
The
Board shall meet at least annually
after each election; and shall meet
thereafter, at regularly scheduled
meetings; or special meetings at the
call of the President or upon the
written demand of six (6) members.
The secretary shall notify each
member of the Board of an special
meeting at least ten (10) days prior
to each meeting.
g.
The
Board may create additional officer
positions including an executive
director; and provide for the terms
and duties of each office.
h.
The
Board may create an Executive
Committee of not less than five (5)
members; and the Board may delegate
to the Executive Committee the
authority and power to act on any
and all matters, except election of
officers and directors.
ARTICLE VI
ELECTIONS
Section 1:
Officers: The President,
Vice President, Secretary, and
Treasure shall be elected by a
majority vote of all Directors at
the annual board meeting.
Section 2:
Terms of Office: All terms
of office for officers and Board
Members shall coincide with fiscal
year. They shall hold offices during
the term and until their successors
are duly elected and qualified. In
the event of resignation removal,
the successor shall be elected by
the Board and serve for the
remaindered of the term.
Section 3:
Board of Directors: Three
members of the Board of Directors
shall be elected each year by the
members at the Annual Meeting. In
addition to any Nomination Committee
report, nominations may be made from
the floor and any member in good
standing may be nominated by any
other such member.
Section 4:
Removal from Office: Any
officer of the Association or other
member of the Board may be suspended
or removed from office with or
without cause upon two-thirds vote
of all the members of the Board of
Directors, i.e., not less than nine
(9) votes must be cast in favor of
removal or suspension.
ARTICLE VII
COMMITTEES
Section 1:
Standing Committees: The
standing committee of the
Association shall be prescribed by
action of the Board.
Section 2:
Committee Membership:
Committee chairpersons and members
shall be appointed by the President
and approved by the Board, unless
otherwise specified in the
Resolution creating the committee.
Section 3:
Special Committees: Unless
otherwise prescribed by action of
the Board and in accordance with
general policy, the President of the
Association may create special
committees and appoint the members
without prior approval of the Board.
ARTICLE VIII
MEETING OF MEMBERS
Section 1:
Annual and Special Meetings:
There shall be an Annual Meeting of
the membership of the Association of
the Association not later than 30
September of each year and such
Special Meetings as may be called by
a majority of the entire Board of
Directors.
Section 2:
Notification: The time and
location of the Annual Meeting or
any special meeting will be upon not
less than thirty (30) days notice to
all members.
Section 3:
Attendance: Any member may
attend any meeting of the Members or
Board of Directors or the Executive
Committee and may present such
matters as he or she deems important
or necessary.
ARTICLE IX
AMENDMENTS
Section 1:
Amendments: These By-Laws
may be amended by a majority vote of
the members present at any Annual
Meeting or Special Meeting of
members. Proposed amendments to the
By-Laws shall be submitted in
writing to the members not less than
thirty (30) days prior to the date
of the meeting at which the proposed
amendments are to be considered.
Section 2:
Quorum: One-third of all
active members shall constitute a
quorum. Presence by proxy and proxy
voting shall be permitted only in
accordance with the Resolution of
the Board.
ARTICLE X
MISCELLANEOUS
PROVISIONS
Section 1:
Fiscal Year: The fiscal
year of the Association shall begin
on the first day of October and
terminate on the last day of
September of the current year.
Section 2:
Dues:
a.
Dues of
$5.00 per member shall be payable as
of January 1st of each
year. After January 31 of each year,
good standing requires that dues be
paid before any member, director,
officer, or committee member takes
any action as such during the year.
Dues paid after September may be
credited to the following year.
b.
Unless otherwise directed, this
State Association Chapter will
collect and forward a portion of the
dues collected to the State Guard
Association of the Untied States
(SGAUS). The portion will be
determined by a majority of the
membership.
Section 3:
Indemnification of Directors and
Officers: Every person who is
or has been a director, officer, or
committee member of the Association
shall be indemnified by the
Association against all liability or
expenses reasonably incurred by
him/her in connection with any
action, suit or proceeding to which
he/she may be party, defendant, or
with which he/she may be threatened
by reason of or growing out of, or
in relation to his/her being or
having been a director, officer, or
committee member of the Association.
The term “expenses” includes amounts
paid in satisfaction of judgments or
in settlement, other than amounts
paid to the Association itself, and
attorney fees. The Association shall
not, however, indemnify any director
or officer in relation to matters as
to which he/she shall be adjudged
liable for gross negligence or
deliberate misconduct in the
performance of his/her duties as
director or officer; and the
Association shall not indemnify any
director or officer incase a
settlement unless such settlement
shall be approved by, first a
majority of the directors of the
Association then in office other
that those involved (regardless of
whether or not such majority
constitutes a quorum), or secondly,
if there are not at least two
directors then in office other than
those involved, by a majority of a
committee (selected by the Board of
Directors) of two or more members of
the Association who are not the
directors or officers involved and
being in the interest of the
Association that such settlements be
made. The foregoing right of
indemnification shall not be
exclusive but shall be in addition
to any and all other rights and
remedies to which any such director
or officer may be entitled as a
matter of law.
