RESTATED ARTICLES

BY-LAWS

of the

ENLISTED ASSOCIATION OF THE ARKANSAS NATIONAL GUARD

INCORPORATED

1 May 1996 

Amended May 2008

 ARTICLE I – NAME

                 The name of the organization shall be the Enlisted Association of the Arkansas National Guard, Incorporated, herein after referred to as the Association.

ARTICLE II – PURPOSES

 

SECTION 1:  The purpose of this Association is to organize all enlisted personnel of the Arkansas National Guard to work together in unison for the purpose of advancing the standing, prestige, and welfare of the enlisted members.  The Association will strive to improve the position and status of enlisted personnel in their relationship with their civilian community as well as in their military environment.  These purposes will be sought after through affiliation with the Enlisted Association of the National Guard of the United States.

 SECTION 2:  This Association may engage in attempts to promote legislation to attain its purpose.

 SECTION 3:  This Association shall be a non-profit organization.

 SECTION 4:  This Association shall not participate in a political campaign on behalf of or in opposition to a candidate for public office.

ARTICLE III – MEMBERSHIP

 SECTION 1:  Classes of membership are:

 a.        Annual                           d.  Honorary

b.       Life                                 e.  Corporate

c.        Associate

 SECTION 2:  Qualifications and requirements for the membership classes are:

 a.                   Annual:  Annual membership is contingent upon active assignment as an enlisted member to an Arkansas National Guard unit or has transferred or requested transfer to the Retired Reserve, and is under the age of 60 years; or an enlisted member that becomes ineligible to retain active enlistment due to medical disability, requiring discharge.  Upon application and payment of the prescribed dues and approval by the Executive Committee, an annual membership may be issued.  Any annual member who reaches the age of 60 years in a membership year may be awarded a gratuitous life membership in the Association.

b.                Life:  Upon application and payment of the prescribed amount and upon approval by the Executive Committee of the Association, a person who is qualified to be an annual member may be issued a life membership, his/her life membership will be retained and continue to be rendered all the rights and privileges accorded this class membership.

 c.                 Associate:  Upon application, payment of the prescribed dues and upon approval by the Executive Committee of the Association, a person not otherwise qualified for membership may be issued an Associate membership.  An associate member may not hold office or vote.  An associate life membership may be purchased for one hundred (100) dollars.

d.                Honorary:  The Executive Committee of the Association may, by a majority vote, confer honorary membership upon a person who has rendered outstanding service to the Association; or the State of Arkansas, or any political subdivision thereof; or to the Arkansas National Guard.  An honorary member may not hold office or be entitled to vote.

 e.                 Corporate:  Upon application, payment and approval of the Executive Committee of the Association, organizations with a common interest in the goals and objectives of this Association may join as corporate member.  Corporate members will not be entitled to representation.

 SECTION 3:  Certified life and retired memberships existing prior to the 1989 membership year shall be rendered all rights and privileges which are accorded annual and life membership classes of the Association.

 SECTION 4:  The Board of Directors may establish checks and balances as necessary to insure that the membership of the Association adheres to these objectives and purposes.

 SECTION 5:  The yearly dues for an annual membership of the Association includes annual membership for EANGUS.  The dues will be based on the individual’s rank at time of joining/renewing.  The dues will be the total of EANGUS dues plus the following amounts:  E-1 through E-4/$1.00, E-5/$2.00, E-6/$3.00, E-7/$9.00, E-8/$14.00, and E-9/$17.00.  Associate membership annual dues in the Association will be $10.00 for officers and non-Arkansas National Guard members.  Lifetime Associate Membership may be purchased for a one time cost of $100.00 effective July 1997.  Honorary membership is gratuitous.  Corporate membership shall be in three (3) categories as follows:  1) Gold - $1000.00; 2) Silver - $500.00, 3) Bronze - $200.00.  Benefits to Corporate Members will be determined and reviewed annually by the Board of Directors.  Life membership may be purchased prior to reaching age sixty.  It shall be calculated by subtracting your present age from sixty, then multiply the result times your current membership dues, then add $20.00.

 SECTION 6:  Membership shall be on a calendar year basis starting 1 January and ending 31 December.

 SECTION 7:  Numbered membership cards with a tear-away stub shall be printed for distribution to the membership.  The Membership Chairperson shall arrange for printing and distribution of membership cards.

 SECTION 8:  Numbered membership cards shall be issued to the unit as expeditiously as possible.  Upon payment of dues to the unit representative, the member will be issued a membership card.   The return portion of the membership card and dues will be forwarded to the State office of the Association as soon as possible.

SECTION 9:  Membership shall be maintained in an automated system separated into unit of assignment and retired membership.  This system will include all eligible members and the member’s mailing address.

  

ARTICLE IV – OFFICERS

SECTION 1:  The officers of this Association shall be President, First Vice-President, Second Vice-President, Secretary and Treasurer.  The officers shall serve for a term of one (1) year or until their successors are elected and duly qualified with the exception of the office of the Treasurer who shall be elected for a two (2) year term.  Presidential and Vice Presidential candidates for office shall alternate between the Air National Guard and the Army National Guard each year; i.e. if the office of President is filled by a member of the Army National Guard, the office of First Vice-President must be filled by a member of the Air National Guard, with the office of Second Vice-President being elected from the Army National Guard.  In the event no person from the appropriate branch is nominated, a member from the other branch may be nominated from the floor and duly elected.

 SECTION 2:  The President, First Vice-President, Second Vice-President, Secretary and Treasurer shall be elected at the annual conference.

 SECTION 3:  Ballots will be printed in advance of the annual conference listing the nominees for each office with sufficient space allocated for write-in candidates.  Ballots shall be distributed by the election committee prior to the election of officers at the annual conference.

 SECTION 4:  Nominations may be made from the floor of the annual conference at any time after the report of the Nominating Committee and prior to the election for that particular office.

 SECTION 5:  Elections shall be in written secret ballot except when a candidate for an office is unopposed.  A majority 2/3^rd voice vote may be used to elect the unopposed officer.

 SECTION 6:  Ballots shall be counted by the Election Committee immediately after the voting has ended, and the results shall immediately be given to the Secretary for announcement.

  

ARTICLE V – DUTIES OF ELECTED OFFICERS

SECTION 1:  The President shall preside at all meetings of the Board of Directors, be an ex-officio member of all committees, except the nominating and election committees, exercise general supervision over affairs of the organization, exercise direct supervision of the Association employee(s), and perform such other duties as are ordinarily incumbent upon a President.

SECTION 2:

 a.        The Vice-Presidents shall perform duties as ordinarily incumbent upon a Vice-President and such other duties as may be assigned to him/her by the President.

 b.       Vice-Presidents will assume the duties and responsibilities of the office above them in the event of resignation, termination, extended absences due to military duty of 60 days or more, or removal from office.  The Vice-Presidents will still be eligible to run for the next office at the annual conference.

 

ARTICLE VI –DUTIES OF THE SECRETARY and TREASURER

 SECTION 1:  The duties of the Secretary:  The Secretary shall:

 a.        Act as registered agent with the Arkansas Secretary of State.

 b.       File any changes to the By-Laws of the Association with the Internal Revenue Office and the Office of the Secretary of State.

 c.  Attend all meetings; regular, special, Board of Directors, Executive Committee and Association.

 d.   Record and publish minutes of Board of Directors and annual conference meetings of this Association.

 e.    Keep the official copy of the By-laws with all amendments.

f.    Perform other duties as assigned by the President.

 SECTION 2:  The duties of the Treasurer:  The Treasurer shall:

                 a.     Receive, receipt for and be custodian of all funds of the Association.

 

b.   Deposit all funds in a bank, banks, trust company or companies to be designated by the Board of Directors.

 

c.     Be responsible for correspondence as may be required for maintaining all records of monies collected, deposited, and disbursed in accordance with generally accepted accounting procedures.

 

d.     Be bonded for the amount of two thousand dollars ($2000.00), the cost of the said bond to be borne by the Association.

 

e.    Serve as representative of the Association when entering into contractual agreements after consultation and approval of the Executive Committee.  Unanimous approval is not required for contractual agreements required in the normal day to day operation of the Association, i.e., Safe Deposit Box Rental Agreement.

 f.     Ensure all bills and claims of the Association are paid.

 g.     Serve as Chairperson of the Finance Committee.

 h.     Have signature authority on all accounts of the Association.

 i.    Furnish a quarterly financial statement to Board of Directors and an annual financial statement to the general membership attending the annual conference.

 j.     Furnish the Association’s CPA appropriate records for the preparation of the Internal Revenue Form 990 and 990-T.

 k.     Retain all financial records to comply with the Statute of Limitations of the Internal Revenue Service.

 l.         Ensure Internal Revenue Forms 990 and 990-T are filed with all appropriate federal and state agencies (i.e., Internal Revenue Service, State Attorney General’s office, etc.)

  

ARTICLE VII – MEETINGS

SECTION 1:  Annual Conference:

 a.        The Association shall conduct an annual conference on a weekend in March or April.

 b.       The purpose of the annual conference will be for the election and installation of officers, election and installation of Board Members by caucus, conduct of the general membership business session, and election of EANGUS Delegates.

 Section 2:  The Board of Directors shall meet on a quarterly basis or as otherwise determined by the President.

 

ARTICLE VIII – BOARD OF DIRECTORS

 SECTION 1:  The Association shall have a Board of Directors which will consist of the President, Vice-President, Second Vice-President, the immediate Past President, Secretary, Treasurer, five (5) Board Members from the Army National Guard, five (5) Board Members from the Air National Guard, one(1) Board Member representing the retired Air National Guard, and one(1) Board Member representing the retired Army National Guard.  A list of districts with units represented will be kept in the office of the Association.  This list will be certified by the Secretary and can only be changed by approval from the Board of Directors.  The number of Board of Directors positions authorized for each district is as follows:

District 1 – 39^th Infantry Brigade Combat Team              one (1) position

District 2 – 142^nd Fires Brigade                                           one (1) position

District 3 – 77^th Aviation Brigade                                      one(1) position

District 4 – 87^th Troop Command                                       one (1) position

District 5 – JFHQ-Army                                                      one (1) position

District 6 – 189^th Airlift Wing                                             one (1) position

District 7 – 188^th Fighter Wing                                           one (1) position

District 8 – Air Guard at-large                                            one (1) position

District 9 – 123^rd Intelligence Squadron                           one (1) position

District 10 – JFHQ-Air and remaining GSUs                    one (1) position

District 11 – Retired Air                                                      one (1) position

District 12 - Retired Army                                                   one (1) position

 

SECTION 2:  The District Representatives shall be elected at caucuses of members of each of their districts respectively per Section 1.  The caucuses will be held at the annual conference of the Association.  Each District Representative shall serve a two year term.

SECTION 2.1:  District 8, formerly the 223^rd Communications Squadron, is now an Air Guard at-large position.  The position can belong to a member of the 188^th Fighter Wing or the 189^th Airlift Wing. Association membership is those units will determine which unit can fill the position.  Whichever unit has the highest percentage of members can nominate a member from their unit to fill the position.  If that unit doesn’t have a member willing to serve, the position reverts automatically to the other unit.  If both units have exactly the same percentage of members, the unit that hasn’t filled the position most recently will nominate a person from their unit to the district.

 SECTION 3: The President with the approval of the Board of Directors may appoint a member from the district to fill the representatives’ position if a representative was not selected by the caucuses at the annual conference.  If any representative fails to attend a called meeting for two (2) consecutive times without valid excuse, the office shall be deemed vacated by the Board of Directors.

SECTION 4: A quorum of at least forty-one percent (41%) of the voting members of the Board of Directors may transact the business of the Association at any official meeting.  Each director should be notified either by mail or telephone at least two (2) weeks in advance of the meeting.  In the event a district representative knows they will not be available to attend a scheduled meeting, they may send another member of their district with a proxy letter to the board meeting to act in their districts behalf.

 SECTION 5:  The appointment and compensation of all employees of the Association shall be the responsibility of the Board of Directors.  This appointment and compensation establishment shall be established annually by the Board of Directors.

 SECTION 6: There shall be an Executive Committee of the Board of Directors which shall be composed of the elected officers of the Association.  The Executive Committee shall have the power to act on emergency matters when it is necessary, not having sufficient time to call a full meeting of the Board of Directors.

 

ARTICLE IX – COMMITTEES AND APPOINTEES

SECTION 1: Standing committees may be appointed as necessary to administer any programs sponsored by the Association.  The committee chairperson(s) will submit a proposed budget to the Budget and Audit committee chairperson outlining expenses anticipated to be needed for carrying out the business of the committee.  The proposed budget will be submitted prior to preparation of the annual budget proposal prepared by the Budget and Audit committee to be presented at the annual conference.

 SECTION 2: Nominations Committee: The Nominations Committee shall consist of the two most recent Past Presidents.  In the event that one or both of the most recent Past Presidents is not able to fulfill their position due to death, health reasons, deployment, etc., then the President may appoint another Past President to fill the vacated position(s).  The committee’s duties will be to receive written nominations for the offices of President, First Vice-President, Second Vice-President, Secretary, and Treasurer of the Association.  The committee member receiving the nomination will secure a letter of acceptance from the nominee and in turn will ensure that both documents are in the hands of the Secretary not later than thirty (30) days prior to the next annual conference.

SECTION 3: Election Committee: The duties of the Election Committee will be to distribute ballots to the membership, collect and count the ballots, certify the results of each office to the Secretary immediately after the results are known and destroy the ballots after certification.  The Election Committee shall make its report to the general membership when called by the President.

 SECTION 4: Activities Committee: It shall be the duty of the Activities Committee to plan all activities of the Association except the annual conference.  All activities planned must be approved by the Board of Directors.

 SECTION 5: Budget and Audit Committee: The Budget and Audit Committee shall audit the Association’s financial records annually.  This audit shall be conducted in January or February.  Special audits, other than the annual audit, shall be conducted upon the request of the President.  This committee shall also prepare an annual budget (covering a period of 1 May to 30 Apr) for conferences attendees’ approval.

 SECTION 6: Conference Committee: It shall be the duty of the Conference Committee to plan all activities of the annual conference.  The Conference Committee shall be allowed to establish a minimum necessary fee for members attending the annual conference.  This fee shall not be charged to those members attending the business meeting only.  The Board of Directors must approve this fee which is to be announced not less than thirty (30) days prior to the annual conference.  The purpose of this fee is to defray conference expenses.

SECTION 7: A Chaplain shall be appointed by the incoming President.  The Chaplain shall conduct the invocation and benediction at Associations meetings and offer spiritual assistance when needed.

 SECTION 8: The President will appoint a parliamentarian to assist in following proper procedures set forth in the Association’s By-Laws and Robert’s Rules of Order.

 ARTICLE X- BUDGET AND EXPENDITURES OF FUNDS

 

SECTION 1: Expenses of Officers, Board of Directors, and Committees of the Association will be paid on the “actual expense” basis and only with approval of the Executive Committee.  Normal expense is to mean gasoline, telephone, single lodging not to exceed the maximum local lodging rate on the current DOD Per Diem table when commuting outside a 50 mile radius, program materials, and meals that are used in the course of Association business.

 SECTION 2: Social activities and charitable expenses must be approved by the Board of Directors.

 SECTION 3: All allocations of funds in excess of bills due may be temporarily or permanently suspended or collection procedures invoked if after a report by the Treasurer, it is the opinion of the Board of Directors that expenditure of these funds would be detrimental to the Association.

 SECTION 4: All expenses, bills or any dispersal of funds will be accomplished using a two party signature checking system for expenses in excess of $500.00.  Authorized signatures will be the President, and/or the Treasurer, and/or two annual or life members of the Association appointed by the Board of Directors at the first called Board of Directors meeting following the annual conference.  A minimum of two (2) of the signature holders must live in the central Arkansas area.  Fifty (50) dollars per month maybe maintained as petty cash.

 

ARTICLE XI – ANNUAL ACCOUNTING PERIOD

The annual accounting period of this Association shall close 31 December of each year. 

 

ARTICLE XII – PARLIAMENTARY AUTHORITY

 

The rules contained in the current edition of Robert’s Rules of Order shall govern the Association in all cases to which they are applicable, and in which they are not inconsistent with the Bylaws or the special rules of order of this Association.

 

ARTICLE XIII – REPORTS

 

SECTION 1: All committees shall submit a written report of their activities to the conference.  Committee chairpersons shall, if directed, give periodic reports of their committee actions to the President.

 

SECTION 2: The Treasurer shall initiate and submit all necessary reports and returns required by the State of Arkansas and the Internal Revenue Service.  Internal Revenue Service Form 990 will be filed within 60 days of the Association’s annual accounting period.

 

ARTICLE XIV – EANGUS DELEGATES

 

SECTION 1: Effectively immediately upon passage of this amendment, the First Vice-President and Second Vice-President will automatically serve as delegates to EANGUS.  Up to a maximum of eight (8) delegates will be elected at the Board of Directors meeting immediately prior to start of the business of the annual conference of the Association.  Up to a maximum of four (4) each will come from within the Army and within the Air National Guard board members.  These delegates will be elected within by their respective service directors.  For the purpose of being nominated and elected as an EANGUS delegate, the Retiree Board Member will be included in the count of 4 from the service in which they retired.  Nominations of these eight (8) delegates will come from the floor at the Board of Directors meeting and be received by a member not seeking nomination.  Election will be by secret ballot.

 

SECTION 2: For the remaining vacancies, any number of nominations may be made from the floor during the business session of the annual conference to fill the vacancies.  Vacancy delegate elections will be by secret ballot and counted by any Association member if all election committee members are nominated.  The Election Committee will record and certify a by name list in the order of votes received (most to least) and provided it to the Secretary.  If after elected, a delegate has to withdraw, the next person on the list will replace that delegate.  The Secretary will provide a copy of the list to each person.

 

SECTION 3: The actual number of delegate authorizations will be determined at the Board of Director’s meeting scheduled immediately prior to the annual conference.  All vacancies will be filled from the list recorded and certified by the Election Committee and maintained by the Secretary after the annual conference.

 

 

 

ARTICLE XV – AMENDENTS

 

SECTION 1: These By-laws may be amended at the annual conference by a 2/3^rd vote of the members present and voting, providing that a 30-day notification to the membership has been given.

 

SECTION 2: The By-laws may be amended at the annual conference of the Association by a unanimous vote without prior notice provided the Bylaws Committee has reviewed the proposed amendments and made its recommendation to the membership.

 

SECTION 3: By-laws amendments adopted at the annual conference will become effective on the first day following the close of business of the annual conference, unless adopted amendment specifically states an implementation date.