Association Bylaws As Approved May 2019

BYLAWS

ARMY RESERVE AMBASSADORS ASSOCIATION OF THE UNITED STATES

ARTICLE I. NAME AND OFFICES

1.01 NAME.

The name of the corporation is ARMY RESERVE AMBASSADORS ASSOCIATION

OF THE UNITED STATES, hereinafter referred to in these bylaws as the “Association” or “corporation.”

1.02 PRINCIPAL OFFICE.

The Principal Office of the Association as registered in the Commonwealth of Virginia shall be located in Albemarle County, but meetings of members and directors may be held telephonically or by other electronic means at such places within the United States, its territories, or possessions as may be designated by the President. The Association also may constitute offices in such other places as the Board of Directors shall consider appropriate.

1.03 REGISTERED AGENT.

The Association shall continuously maintain a registered office and agent in the Commonwealth of Virginia. It shall institute such other registered agents and offices in other states and locales as the laws of such jurisdictions shall require. Any registered office may be, but need not be, the same address as the principal office of the corporation in the state involved.

ARTICLE II.  PURPOSE

2.01 PURPOSE.

The purpose of the Association is to support the national security of the United States by insuring a viable and healthy Army Federal Reserve component through a national imprint of senior leaders from the individual states, the District of Columbia, and the territories and possessions of the United States. The Association is organized exclusively for charitable, educational, and scientific purposes, including for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

2.02 NON PROFIT STATUS AND OPERATIONS.

(a) The Association is a non-stock non-profit corporation. No part of the net earnings of the corporation shall inure to the benefit of, or be distributed to its members, trustees, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the Association shall not carry on any activities not permitted to be carried on-- 

(1) by a corporation exempt from federal income tax under section 501(c)(3) of  the Internal Revenue Code, or the corresponding section of any future tax code, or 

(2) by a corporation, contributions to which are deductible under section 170(c)(2)  of the Internal Revenue Code, or the corresponding section of any future federal tax code.

(b) Should dissolution of the Association become necessary, assets shall be distributed for one or more exempt purposes within the meaning of section 503)(c)(3) of the Internal Revenue Code, or the corresponding section of any future 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 of the county or incorporated city in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.

ARTICLE III. MISSION

3.00 MISSION STATEMENT.

To support Army Reserve Ambassadors in their work by promoting awareness of the service and sacrifices made by and for the Army Reserve through outreach, recognition, and public educational opportunities.

3.01 OUR COMRADES IN ARMS.

The Association and its members honor and serve the Army Reserve Soldier and his or her family. The Army Reserve Soldier is a person who is serving or has served in the United States Army as a member of the Federal Reserve component of the United States Army. This honor and service continues from initial enlistment or commission until final funeral honors are completed.

3.02 EDUCATION OF THE PUBLIC. 

The Association and its members educate public and private communities and personages on the functions, roles, missions, and purposes of the Armed Forces reserve components of the United States and its allied nations, with emphasis on the United States Army Reserve.

3.03 RELATIONSHIP WITH THE CHIEF ARMY RESERVE.

The Association and its members support the Chief, Army Reserve, and the Army leadership by providing advice relating to public attitudes toward the Army Reserve; by disseminating information about Army Reserve objectives, roles, requirements, and major programs to the public and through personal contacts with federal, state, local and county government officials with regard to such objectives, roles, requirements, and major programs; by speaking to the public and the military community on behalf of such Army leaders and the Chief, Army Reserve; by providing advice and information about the state of the Army Reserve within their areas of concern; and generally, by imparting their experience and knowledge for the benefit of the Army.

3.04 SUPPORT OF ARMY RESERVE AMBASSADORS.

The Association and its members support each Army Reserve Ambassador in his or her functions as an ambassador and provide for efficient communication and operation of the ambassadors in their support of the Army Reserve.

3.05 PROVISION OF EXPERIENCE AND LEADERSHIP.

The Association and its members impart experience and leadership values throughout the Army Reserve community.

3.06 AMBASSADOR FUND.

The Association operates a fund to support the Army Reserve Ambassador program and Army Reserve Ambassadors.

3.07 FUND RAISING.

The Association and its members seek donations in support of the purpose and missions of the Association through campaigns, solicitations, and other activities. The cost of any such solicitations or campaigns for donations, monetary or otherwise shall not exceed ten (10%) percent of the value of any contribution.

3.08 GRANT AND GRANT AUTHORITY.

(a) Grants. The Association or, as prescribed elsewhere herein, an Ambassador, through the Board of Directors, may make grants to a soldier and the family of a soldier upon the demonstration of an established need and the lack of practicable or reasonable assistance through available government sources to satisfy that need. An Army Ambassador or Ambassador Emeritus desiring to make such a grant shall address the request to the President or the Secretary if the President is unavailable in an emergency situation. If the President or Secretary agree with the requester that the provision of a grant is to assist in an emergency situation, then the President or Secretary shall seek the approval of a majority of the Board Members through telephonic or electronic means before notifying the Treasurer of the Board approval and requesting the Treasurer or, in the Treasurer’s absence, a signatory on the Corporation financial account to transmit the funds as approved by the Board to the requesting Ambassador or the individual, as indicated in the Ambassador’s request. No such grant shall be approved over 15% of the funds then available for expenditure in the Corporation operational financial account.

(b) Awards. The Association through its Ambassadors acting on behalf of the Association provides awards, citations, and recognition of other kinds and types to deserving persons. The Board of Directors may authorize the development and presentation of any award it deems appropriate for special recognition or for service to the Association or otherwise for exemplary service in support of the Purpose and Missions of the Association. This may include awards for contributions on behalf of the purposes and missions of the Association.

3.09 VOLUNTEER EFFORTS.

The Association shall operate at minimal expense through the volunteer efforts of its membership.

IV. MEMBERS

4.01 QUALIFICATIONS.

Any person who desires membership in the Association may become a member by agreeing to support the purpose and missions of the Association and by paying dues as prescribed by the Board of Directors for each operating year, except as mentioned below. Eligibility is to be without regard to race, creed, age, sex, color, religion, or national origin. An Ambassador in a retired status shall be eligible to continue as a full member of the Association with dues half of what is required for other Ambassadors provided the retired Ambassador was a member of the corporation for five years prior to his or her retirement. 

The Board of Directors may establish a dues for life membership. An Ambassador who has purchased a dues for life membership shall continue as a member notwithstanding no longer being in an active or retired Ambassador status. A dues for life member is not required to pay dues after purchasing the dues for life membership.

Persons who have never held an Ambassador position may join the Association as associate members and may purchase life memberships. They shall be required to pay dues at the required rate for Ambassadors.

Ambassadors for purposes of these bylaws shall include only Army Reserve Ambassadors for a particular state, Army Reserve Ambassadors at large, Honorary Army Reserve Ambassadors, Army Reserve Ambassadors Emeritus, and persons holding any other Army Reserve Ambassador status as may be approved by the Chief of the Army Reserve in the future. For purposes of these bylaws Ambassadors need not be Federal employees.

4.02 RIGHTS OF MEMBERS.

Each member, other than an associate member, is eligible to serve as an officer of the Association, as a board member, or on any Association committee.  Ambassadors may vote on matters as provided by these bylaws, and to vote for officers and, if necessary, board members of the Association, such voting for board members limited as set forth below. Associate members shall have any other rights and privileges of the Association as the Board of Directors shall from time to time authorize. 

In the event the Chief of the Army Reserve shall terminate the Army Reserve Ambassador program and negate any Ambassador status, all current members automatically shall convert to associate members and be accorded the rights and privileges otherwise provided for Ambassadors in these bylaws to include but not be limited to exercising voting rights and holding offices. 

4.03 RESTRICTIONS ON MEMBERS.

No member of the Association may use, or permit the use of, the name of the Association or any information obtained through Association membership for commercial purposes or for any other purpose inconsistent with these bylaws. When representing the Association each Member must comply with these bylaws.

4.04 VOTING.

Voting may be by a sign of hands, voice vote, written ballot, in a written communication  in advance of the vote to the Secretary of the Corporation (in a manner to be prescribed by such Secretary that shall include but not to be limited by, a signed or confirmed email or other electronic communication) or as otherwise prescribed by the President or Vice-President prior to each vote. Proxy votes are not permissible. 

(a) After the voice vote of members present any voting member may request a show of hands with regard to the vote. If the request is seconded, the officer conducting the vote shall conduct a vote by a show of hands and the count shall be confirmed by the requesting member. In the event the requesting member refuses to confirm the vote by a show of hands, a written ballot shall be taken. Electronic voting is calculated by counting the number of electronic responses to the vote and determining the majority of those voting as directed in subsection (b) below. When electronic votes are generated by an email message, telephonic responses to the Secretary or otherwise are not acceptable. 

(b) All matters except changes to these bylaws and the removal of members shall be decided by a simple majority of those voting. Changes to these bylaws may only be made be a two-thirds majority of those voting.  See Section 10.01 regarding the process for removal of officers or members.  At the termination of any electronic vote, the Secretary, or as the case may be the Officer administrating the vote shall notify the membership of the results of the vote. Numbers voting for or against any election or proposal shall not be divulged by the election official or persons assisting in the compilation of votes, the only notification being the winning nominee and whether the voted on proposal is accepted or rejected.

4.05 TRANSFER OF MEMBERSHIP.

Membership in the Association is not transferable or assignable.

ARTICLE V. MEETING OF MEMBERS 

5.01 ANNUAL AND OTHER.

If the Board of Directors determine it financially feasible, the Association should meet annually at a time and place selected by the Board of Directors and at such additional times and places as the Board of Directors may prescribe. Notice of any such meeting, along with a proposed agenda, shall be published in a general distribution, electronic or otherwise, at least thirty (30) days prior to the meeting. Those members present at a general meeting shall constitute a quorum. 

5.02 SPECIAL.

If a majority of Members who respond to an electronic request for action consent, an action normally taken by a meeting of the members may be taken by a special electronic meeting. The institution of any such electronic meeting shall be by an electronic transmission solely to members who have paid their dues for the period in which the vote is instituted or are life members. To ensure the vote is by such members, the member who is voting must reply to the transmission announcing the vote in such a manner that it is clear that the vote is directly linked to the announcement. This may be done with the “Reply” function to an email announcing the vote. Members who vote are presumed to consent to the manner of the vote. If the member objects to the manner of the vote, he or she shall note the objection and reply without further action. Those who respond, to include those who object to the manner of the vote, shall constitute a quorum for acting on the matter.

Any vote taken pursuant to this provision shall have a specified period within which votes may be made in the matter.

5.03 SPECIAL VOTES; SUGGESTED AMENDMENTS, MODIFICATIONS, CHANGES.

In electronic votes taken pursuant to Section 5.02, above, normally there is no discussion in the institution of the vote on the issue other than that provided by the proponent.  The Secretary or the Board may require in such a vote a statement of the various differences of opinion discussed in coming to the resolution or matter being acted on.

Should a voting member desire to modify, change, or amend a proposed action, he or she may note the suggestions with specificity with reasons to support the suggestion and respond accordingly to the vote. The administrator of the vote shall send such a request to three (3) members of the board for disposition of the matter. Such disposition shall be made within seven (7) days of the request for disposition. If two of the three board members agree to the requested change, then the vote shall be reinitiated to include the suggested change, to include its stated reasons, with the original proposition and shall request a new vote on the matter with a new period for response. Votes previously made on the issue shall be disregarded. 

5.04 PROXY VOTING.

Proxy voting is not authorized for votes for actions undertaken in the Association.

ARTICLE VI. BOARD OF DIRECTORS

6.01 COMPOSITION OF THE BOARD.

(a) The Association shall have a Board of Directors composed of the President, Vice President, Treasurer, and Secretary  of the Association plus an Ambassador from each of the geographic regions supported by an Army Reserve Readiness Division Commanding General or Officer (or by the Commanding general or officer of any such subsequent similar Army Reserve Command). The most recent past President of the Association also is a member of the Board.

(b) The Board member representing a Readiness Division geographic area shall be elected by a majority of the Ambassadors from the area concerned. The Board of Directors or a nominating committee, if appointed, may nominate an Ambassador from the area concerned for such a position. In addition any Ambassador of the area concerned may present his or her request to be considered for election to the position to the Association Secretary. The Secretary may conduct the election for a geographical Board member by electronic means under the procedures set forth in Section 4.04 of these bylaws as well as through voting at any general Association meeting.

(c) The most recent President of the Association may serve on the Board until there is another most recent President. If the most recent President withdraws as a Board Member or otherwise is unable to participate, that Board position is to remain vacant until there is another most recent President. 

6.02 GENERAL DUTIES.

All Board Members must remain in good standing as Association members. They shall act at all times in the best interests of the Association and shall represent the best interests and desires of a majority of the membership. Should any Board Member’s political, commercial or other interests conflict with the best interests of the Association, the other Board Members may, at their discretion, ask the Board Member to resign or proceed directly to removal procedures set forth in these bylaws. 

6.03 SPECIFIC DUTIES.

(a) The Board of Directors shall be an advisory body, guiding the policies and activities of the Association. It shall represent the Association to the Chief, Army Reserve and act as a first-line conduit of information with the Office of the Chief, Army Reserve. This does not interdict any communication that any individual Ambassador may have on Association or other matters with the Chief, Army Reserve or the Office of the Chief, Army Reserve. 

(b) The Board of Directors may establish and terminate committees to perform functions in support of the Association and its purpose and missions. Reports of any committees established by the Board shall be disseminated to the membership by electronic or other efficient means. Such publication could be by posting on an internet web site that represents the Association. 

(c) The Board of Directors shall maintain a nominations standing committee for the purpose of finding and examining Ambassadors who might be interested and qualified to serve the Association as an officer, member of a committee, or as the case may be, a Director of the Board.  Section 7.02 specifies the elections procedures for officers and, if necessary, replacement Board Members.

6.04 INDIVIDUAL DUTIES.

The President shall preside at all meetings of the Board. If the President is absent from any Board meeting, the Vice President shall perform the duties assigned to the President. The minutes of all meetings and proceedings of the Board of Directors shall be taken and preserved by the Secretary of the Association. The Treasurer shall maintain the financial records of the Association and render reports to the Board as required by the Board of Directors but at least on a quarterly basis and annual reports to the Association membership. In the event the financial worth of the Association exceeds $15,000.00 in any year, the President shall ensure that an independent audit of the financial records for such a year is conducted with audit results reported to the Board and Association membership. The Secretary shall transmit such audit report to the membership by electronic or such other means that provide confidence of a completed transmittal. Other duties of the officers are specified further in Article VII, below.

6.05 MEETINGS.

A regular meeting of the Board of Directors shall be held at least once each quarter at a time and manner selected by the Board at their previous meeting, or if no meeting time is set or circumstances so dictate, at a time and manner selected by the President of the Association. A special meeting of the Board of Directors may be called by the President of the Association or by any three members of the Board of Directors upon five days’ notice to all Directors. All meetings of the Board of Directors shall be open to any Ambassador who provides notice of desiring to attend. Meetings may be held in person, through telephonic, or other electronic means. 

6.06 QUORUM.

At any meeting of the Board of Directors, a quorum shall be constituted when a majority of the Directors are present. Presence may be accorded through electronic means such as conference call, video conferencing, etc. A quorum for a General Membership meeting is met when a majority of the Directors are present and any members present at an Ambassador event are invited to attend the meeting.

6.08 COMPENSATION. 

Directors shall not receive any salary or compensation for their services.

ARTICLE VII. OFFICERS

7.01 ASSOCIATION OFFICERS.

The Association shall have a President, a Vice President, a Treasurer, a Corporate Officer, and a Secretary. Such officers shall be elected to serve for a term of two years except the Corporate Officer shall be appointed by the President and serve at his or her pleasure. No officer other than the corporate officer may hold more than one office at the same time. This provision does not prohibit an elected officer from performing, upon occasion, duties normally performed by another officer or prohibit any elected officer from serving as another officer for a two year term and then serving again in an officer position the Ambassador previously may have served.

7.02 ELECTION PROCEDURES.

When the Association needs the election of an officer, the Board of Directors shall nominate persons to serve as such officer for the Association. The names of any such nominees shall be published prior to a membership meeting or an electronic vote by the membership.  An additional candidate for any office may be nominated by an Ambassador at the meeting or during the electronic voting. In the event such a nomination is made for an additional candidate in an electronic meeting, the Secretary shall suspend the election for that office until the end of the meeting at which time the Secretary shall institute a subsequent vote for all nominated persons, for the contested office with the incumbent continuing to serve in that office pending the termination of that vote. If the subsequent vote is for the position of Secretary, the Vice President shall conduct the vote. Newly elected members shall take office at the conclusion of the vote in which they are elected.

7.03 VACANCIES.

If the President resigns or is unable to serve the full term, the Vice President shall succeed the President and the Board of Directors shall select an Ambassador to replace the Vice President. If the Secretary, Treasurer or any Director resigns or is unable to serve a full term in office, the Board of Directors shall select a qualified Ambassador to serve in the vacant position for the remainder of the term of the vacated office. See Paragraph 7.09 below regarding a Corporate Officer vacancy.

7.04 DUTIES OF OFFICERS.

All officers of the Association must remain in good standing during their term of office. The officers shall at all time act in the best interests of the Association and shall represent the majority interests and desires of the membership. The officers shall take their course of action from these bylaws, the Board of Directors, and the Association membership.

7.05 PRESIDENT.

(a) The President shall call and preside at the general meetings of the membership and of the Directors. 

(b) The President may represent the Association in its relations with other persons and organizations. He or she may form committees to perform such functions as are authorized by these bylaws and may hire and fire employees to assist in Association administration. The President, with Board approval for proposed agreements over $2500.00, may enter into contracts in the name of the Association and may speak publicly for the Association. The President is the face of the Association and is responsible for its reputation and demeanor.

7.06 VICE PRESIDENT.

The Vice President shall perform the duties of the President whenever the President is absent or unable to perform those duties. He or she shall perform such other duties as may be prescribed by the President or the Board of Directors. 

7.07 TREASURER.

(a) The Treasurer shall collect dues, maintain custody of Association funds, pay bills within approved budgets, reimburse Association Members for expenses and grants and keep an accurate record of receipts, grants, expenditures, remunerations, donations, and such other financial requirements of the Association. 

(b) The Treasurer shall act as the conduit between the Directors and Association members with regard to grant approvals and shall keep a record of any such requests and the actions thereon. The Treasurer shall prepare and present a financial report to include, among other things, a report of Ambassador Grant activity and Ambassador donations for services and expenses to the Board of Directors on an annual basis and subsequently to the General Membership at its general membership meeting. The Treasurer may delegate, employ, or contract with such persons as may be necessary for the accomplishment of his or her duties and must first attempt to obtain donated services for such functions.

(c) When Association financial worth is over $15,000.00, the Treasurer shall facilitate an independent annual audit of the Association finances by an audit committee appointed by the President and perform such other duties as may be requested by the President or the Board of Directors. 

7.08 SECRETARY.

(a) The Secretary shall communicate with Association members on official Association business; keep a record of the Association membership; take and preserve minutes of all meetings of the Board of Directors and of the General Membership meetings; accept votes when communicated in advance of meetings to include votes on these bylaws; conduct elections, electronic or otherwise, for office in the Association and, when required, for Members of the Board; advise the membership of the results of all votes on Association business that entails membership participation; and perform such other duties as may be requested by the President or the Board of Directors. 

(b) In the event the Secretary is unable to perform his or her assigned duties, the Vice President shall perform the duties of the Secretary during the Secretaries absence or incapacity.

7.09 CORPORATE OFFICER

The Corporate Officer must be a resident of Virginia and is the liaison between the corporation and the Virginia Secretary of State. The Corporate Officer also serves as the corporation resident agent. The President shall appoint the Corporate Officer whenever a vacancy occurs and such officer serves at the President’s pleasure. 

ARTICLE VIII. INDEMNIFICATION OF OFFICERS AND DIRECTORS

8.01 INDEMNIFICATION.

Each officer and Director of the Association, in consideration of his or her services as such, shall be indemnified by the Association to the extent permitted by law, but not to exceed the amount of funds available to the Association or $10,000, whichever amount is less, against expenses and liabilities reasonably incurred by him or her in the connection with the defense of any action, suit or proceeding, civil or criminal, to which he or she may be a party by reason of having been a director or officer of the Association. The foregoing right of indemnification shall not be exclusive of any other rights to which the director or officer or other person may be entitled by law or agreement or vote of the members or otherwise, provided however, the officers and directors shall not enter into a contract for an amount in excess of the total approved budget nor file any litigation without a vote by the membership approving same as provided herein.

ARTICLE IX. CORPORATE MATTERS

9.01 CORPORATE SEAL.

The Association is not required to have a corporate seal.

9.02 FISCAL YEAR.

The fiscal year of the Association shall coincide with the calendar year.

9.03 NET EARNINGS.

No part of the funds of the Association shall inure to the benefit of any member or individual other than as specifically provided for in these bylaws.

ARTICLE X. REMOVAL FROM OFFICE OR STATUS

10.01 REMOVAL PROCEDURES.

(a) As specified herein, an officer, Director, committee chairperson, or member may be removed from the Association. Removal for cause shall include, but not be limited to, failure to fulfill the duties of the office, conduct detrimental to the best interests of the Association, acts or omissions giving rise to a cause of action at law or equity against the Association, or violation of any ordinance or statute. 

(b) Any removal for cause shall follow the following procedures:

(1) A petition for removal for presentation to the Board of Directors must be filed with the Secretary. Such petition shall set forth the particulars of the charges and must be signed by an officer of the Association and two board members who are not officers of the Association.

(2) The Secretary shall notify the Board of Directors at least twenty (20) calendar days prior to the petition for removal being placed on an agenda for a meeting by the Board of Directors.

(3) The Secretary shall provide the respondent written notice of the charges regarding his or her removal at least twenty (20) calendar days before the petition for removal is to be presented to the Board of Directors for action. The member shall have an option to participate in the Board action and to have an Ambassador represent him at the proceeding. The meeting must be with at least three board members and must have a two-thirds majority of the Board of Directors hearing the matter agreeing in any decision for a member’s removal. 

(4) The petitioners shall present their charges first; the respondent may present his or her rebuttal or defense next; and the vote shall be taken on the issue. 

(d) Should the removal action be the Secretary, the Vice President shall receive and distribute the petition. Should the respondent be the President, the Vice President shall preside over the removal proceedings. No removal proceedings shall be brought more than once on the same charge.

ARTICLE XI. AMENDMENT TO THESE BYLAWS

11.01 AMENDMENT PROCEDURES.

(a) Any member may propose a change to these bylaws. The proposed change must be in writing and submitted to the Secretary at least forty-five (45) calendar days prior to the date of the meeting in which action to adopt the change is suggested. The proposed change must specify the current provision to be amended and its amended version, if any, or if an addition to the bylaws is proposed, just the suggested language. The proposed change shall include reasons for the suggestion as well as how any changes will interact with other provisions of these bylaws. If the change will incur an obligation of funds or a potential financial liability to the Association, the proposal shall explain how an obligation can or will incur and how the Association will provide the funds for any such endeavor.

(b) Upon receipt, the Secretary shall provide a copy of all suggested bylaw changes to each member of the Board of Directors. If the Board of Directors rejects the proposal with a two-thirds vote in favor of disapproval, the proposal is rejected. If the Board of Directors otherwise approves of the proposal, the Secretary shall inform the Ambassadors of the proposal and the date upon which the proposal will be presented for approval. Such notice shall be at least thirty (30) calendar days prior to the meeting in which the proposal is to be heard. 

(c) Voting on changes to these bylaws may be accomplished electronically. The date for response to the Secretary from his or her notice of the proposal and a vote thereupon shall be no more than thirty (30) days from the Secretary’s notification. For adoption of a proposed change to these bylaws, two-thirds of those voting must approve of the proposed change.

Send to sbrick2011@gmail.com with your Name, whether you are a member or not, and your contact information.