CONSTITUTION OF THE 24TH INFANTRY DIVISION ASSOCIATION

PREAMBLE

Under the provisions of Article VII of the Constitution of the 24th Infantry Division Association, effective 20 August, 1983, as amended, we the membership of that Association do hereby amend that Constitution and the accompanying Bylaws by revoking them in their entirety and ordaining and establishing in their stead this new Constitution and Bylaws which shall become effective the day of August 15, 2006 and therefore shall become the official Constitution of the 24th Infantry Division Association, Inc.

ARTICLE I

Section 1. The name of this Association shall be the 24th Infantry Division Association, Incorporated and shall hereinafter in this instrument be referred to as the “Corporation”.  

Section 2. The Statuary Agent for the Corporation must be domiciled in the state of Arizona .  

Section 3. The objective of the Corporation shall be to preserve in patriotic reverence the memory of the fame and glory of the 24th Infantry Division and it’s members, to maintain and strengthen the bonds of comradeship which distinguished the men and women of that Division, to provide for the gathering and dissemination of information concerning those men and women and for their periodic assembly in local and national reunions.  

a.       Electrify and unify the invisible current of fellowship molded in the throes of war and peace and preserve the comradeship common to the veterans of the 24th Infantry Division;

b.       Promote the interests and welfare of the members of the Corporation;

c.       Honor and perpetuate the memory of the men and women who distinguished themselves by their services and sacrifices while with the 24th Infantry Division;

d.       Memorialize the valiant acts and patriotic deeds of the 24th Infantry Division;

e.       Encourage and aid historical research in relation to the activities of and acquire and preserve records of the 24th Infantry Division and the personnel thereof;

f.         Mark scenes of the activities of the 24th Infantry Division with appropriate memorials;

g.       Celebrate with appropriate ceremonies the anniversaries of events in the history of the 24th Infantry Division;

h.       Promote the National Defense and help to maintain and extend the institutions of American freedom;

i.         Defend and uphold the Constitution of the United States of America .  

Section 4. The Corporation shall not engage in any political or profit making activities and no profits nor earnings shall accrue to the benefit of any member.

ARTICLE II

Section 1. The Officers of the Corporation shall consist of a President, Vice President and a Secretary/Treasurer.  

Section 2. The Corporation shall be governed by a Board of Directors, which shall consist of the President, Vice      President, Secretary/Treasurer and all living Past Presidents, each of whom shall gave one vote.  

Section 3. The term of office of the President, Vice President and the Secretary/Treasurer shall be one year or until their successors have been elected and have taken office.  

Section 4.  Each President, upon the expiration of his term of office, shall serve as a Past President.  

Section 5.  No Officer of the Corporation shall receive any compensation for his/her services.  

Section 6. The Board of Directors shall have final approval on the appointment of the Quartermaster and Editor positions.  The President shall provide a list of qualified candidates to the Board of Directors for selection.

ARTICLE III

Section 1. The Corporation shall meet annually on a date and a place approved by the membership.  

Section 2. The Board of Directors shall convene in an annual meeting during the annual Corporation Convention and at such other times as the President may direct.  

Section 3. The legislative body, being the membership meeting, shall be the Corporation Convention. Such convention shall be held annually during the period from September 1 to October 31 unless the legislative body approves a special change.  

Section 4.  A quorum of a Corporation Convention shall consist of the members present.

ARTICLE IV

Section 1.  The Officers of the Corporation shall be elected annually by the membership in its annual meeting held during the annual Corporation convention and shall take office immediately at the conclusion of the convention.  

Section 2. Election shall be decided by majority vote of the qualified active members present at the convention Annual meeting.  

Section 3. In the event a vacancy occurs in the Office of the President, the Vice President shall succeed to that office for the unexpired portion of the term of office.  

Section 4. A vacancy in the office of the Vice President shall remain unfilled until such time as a qualified individual, approved by the Board of Directors, is appointed to that position to fill the unexpired term of office.  

Section  5.  In case of incapacity or vacancy in the Office of the Secretary/Treasurer, the President shall select and recommend a qualified member to the Board of Directors to fill the unexpired term of office.

ARTICLE V

Section 1. Membership shall be divided into five (5) classes: a. Active; b. Associate; c. Affiliate; d. Life and e. Honorary.  

Section 2.  Membership requirements.  

a.       Active Membership. All persons who have served as members of the 24th Infantry Division or of a unit which has/is/was at any time attached to the Division shall be eligible for Active Membership in the Corporation.

b.       Associate Membership: Any person who is related to a person who has/had served with the Division or any unit that was attached to the Division shall be eligible for Association Membership in the Corporation.

c.       Affiliate Membership: Any employee of the American Red Cross, other government agencies officially recognized by the Department of the Army dedicated to the Division and its personnel and dedicated civilian personnel serving with or had served with the division shall be for Affiliate Membership.

d.       Life Membership: Any Active, Associate or Affiliate member who upon payment of a sum established by the Board of Directors shall be given a Life Membership in the Corporation.

e.       Honorary Membership: Any person who by act or deeds has indicated a special devotion to the 24th Infantry Division and who is not eligible for membership under a, b or c above, and who has been approved by the Board of Directors shall be eligible for Honorary Membership.  

Section 3. Dues.  Annual and Life Membership dues will be established by the Board of Directors. Members whose annual dues become more than six (6) months in arrears shall forfeit all membership privileges.

ARTICLE VI

Section 1. The Corporation Fund shall consist of all funds derived from dues, donations, grants, interest on deposits and other appropriate sources as may be approved by the Board of Directors.  

Section 2. The fiscal year of the Corporation shall begin on August 1 and end on the following July 31.

ARTICLE VII


Section 1. This Constitution may be amended by a mail-in ballot vote of the majority of the active members in good standing as of the last day of the month the proposal and ballot is published in the official publication of the Association. All ballots must be received by the Secretary/Treasurer not later than the last day of the month preceding the month of the Annual Convention. The ballots shall be published in the official publication, the Taro Leaf. This requirement may be waived at the Annual Convention of the Corporation and amendments thereto will be accepted by a majority of the members present.

 

Section 2. No proposal for amending the Constitution shall be considered unless the text of the proposed amendments has been published in the official publication of the Corporation not less than sixty (60) days prior to the month of the annual Corporation convention. This requirement may be waived at the Annual Convention of the Corporation and amendments thereto will be accepted by a majority of the members present.

 

                                                                         S/Wesley R.  Morrison
                                                                        WESLEY R. (WES) MORRISON
                                                                        PRESIDENT

ORIGINAL ON FILE WITH SECRETARY/TREASURER, 24th Infantry Division Association, Incorporated

BY-LAWS OF THE 24th INFANTRY DIVISION ASSOCIATION

ARTICLE I

Section 1.  The Board of Directors shall govern the Corporation, determine its policies, approve appointments of Honorary Members, decide all disputes over the election, eligibility, conduct, expulsion, and reinstatement of any officer or member or over any other matter, which may affect the welfare of the Corporation.  

Section 2.  Five (5) members of the Board of Directors shall constitute a quorum for the transaction of business at any regular meeting held during the annual Corporation convention. Where matters for vote are referred to the Directors by correspondence or telephonic, the majority vote of those responding shall prevail.  

Section 3. The order of seniority among the members of the Board of Directors shall be: the President, Vice President, all living Past Presidents in order of service as President and Secretary/Treasurer, each of whom shall have one (1) vote

ARTICLE II

Section 1.  The President shall preside at the Corporation convention and at meetings of the Board of Directors and shall supervise all activities of the Corporation. In an emergency, he may direct immediate action in any matter dealing with the Corporation’s finance’s, reporting the matter immediately thereafter to the Board of Directors.  

Section 2.  In the event of the absence or incapacity of the President, the Vice President or next senior member of the Board of Directors present shall perform his duties.  

Section 3.  The Secretary/Treasurer shall:  

a.       Administer the affairs of the Corporation, implement the policies of the Board of Directors, and be responsible for the development and maintenance of membership.

b.       Organize and operate the Corporation offices and be responsible for all correspondence, records and other matters of administrative routine and office procedures.

c.       Be the custodian of the Corporation funds and be responsible for the collection and receipt of dues and other income and the disbursement of and accounting for funds.

d.       Prepare an annual financial report and distribute it to the Board of Directors

e.       Arrange for an annual audit of the Corporation funds, submit the report of audit to the Board of Directors and make it available to the membership.

f.         Be responsible for the acquisition of and accounting for all Corporation property.

g.       Keep, record and preserve the minutes of all meetings.

h.       Be bonded in favor of the Corporation by a surety company approved for acceptance of bonds by the United States Treasury.  

Section 4.  The Board of Directors shall cause to be edited and published an official Association periodical for distribution to the membership currently designated the “TARO LEAF” and shall be responsible for its editorial policy and content.

ARTICLE III

Section 1.   Active Members in good standing may attend and vote at the Corporation convention and hold office in the Corporation.  

Section 2.  Other members in good standing may attend the Corporation convention and may hold non-elective positions and may vote on matters other than the election of officers or changes to the Constitution.

ARTICLE IV

Section 1.  The annual dues for Active, Associate or Affiliate Members shall be determined by the Board of Directors.

ARTICLE V

Section 1.   In case the Corporation is dissolved, its remaining assets shall be used to pay all outstanding liabilities of the Corporation exclusively for the purpose of the Corporation in such a manner or to such organization or organizations organized and operated exclusively for activities of Veterans Organizations as shall at the time qualify as a tax exempt organization or organizations under Section 501©(19) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Revenue Law) as the Corporation may determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the State of Arizona exclusively for such purpose or to such organization or organizations, as the Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE VI

Section 1.  These Bylaws may be amended upon approval of two thirds (2/3rds) of the quorum of the Board of Directors present at the annual meeting provided, that notice of any proposed amendments with a copy of the text thereof be given in writing to each member of the Board of Directors at least six (6) weeks before voting on the amendment. This requirement may be waived at the Annual Board of Directors meeting and amendments thereto will be accepted by a majority vote of the members present.

ARTICLE VII

Section 1.   Each year the President, with the approval of the Board of Directors, will select an Active Member of the Corporation who is an Attorney to act as the Corporation’s legal counsel.