Bylaws

Bylaws Of the 8th US Cavalry Regiment Association 

30 September 2006 (17 May 2008)

Table of Contents

Article 1General Provisions 

     Section 1Name 

     Section 2Principle Office 

     Section 3Other Offices 

     Section 4Designation of Fiscal Year 

     Section 5Dissolution and Distribution of Assets

Article 2Purpose and Objectives 

     Section 1Purpose 

     Section 2Objectives

Article 3Organization, Powers, and Duties 

     Section 1Board of Directors 

     Section 2Officers

Article 4Membership 

     Section 1General 

     Section 2Classes of Membership

Article 5Annual Dues 

     Section 1General 

     Section 2Good Standing 

     Section 3Remittance of Dues 

     Section 4New members 

     Section 5Exception

Article 6Annual Reunions 

     Section 1General

Article 7Meetings 

     Section 1Procedures and Forum, Quorum

Article 8Bylaws Adopt, Amend, Repeal, Suspend 

     Section 1Procedures

Article 9Construction 

     Section 1General 

     Section 2Amendments

Article 1 

General Provisions

Section 1. Name.

The name of the corporation shall be “8th US Cavalry Regiment Association” (hereinafter referred to as the “Association“.

Section 2. Principal Office.

The location of the principal office of the Association shall be fixed by the board of directors or at such other place as the board of directors may designate from time to time, but meetings of members and directors may be held at such other place as may be designated by the board of directors.

Section 3. Other Offices.

The Association may also have subordinate offices as its business and activities may require, and as the Board of Directors may from time to time designate.

Section 4. Designation of Fiscal Year.

The fiscal year of the Association shall begin on the 1st day of January and end on the 31st of December of every year, except that the first fiscal year shall begin on the date of incorporation of the Association.

Section 5. Dissolution and Distribution of Assets.

Upon the dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the Association, dispose of all its assets exclusively for the purposes of the Association in such a manner, or to such organizations organized and operated exclusively for charitable, educational, religious or scientific purpose as shall at the time qualify as an exempt organization or organizations under Section 501 of the Internal Revenue Code of the United States (or the corresponding provision of any future United States Internal Revenue Laws) as the Board of Directors shall determine.

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Article 2 

Purpose and Objectives

Section 1. Purpose.

1. The Association is a nonprofit Mutual Benefit Corporation organized under the Nonprofit Mutual Benefit Corporation Laws of the State of California and IRS Code 501(c) 19. The prime purpose of the Association is to engage in any lawful act or activity for which a corporation may be organized under such law.

2. The specific purpose of the Association is to organize, promote and maintain, for camaraderie, benevolent and charitable purposes and association of persons who have honorably served at any time, or who are now serving honorably, in the 8th US Cavalry Regiment of the United States Army; and to be a rallying point for the families of such members.

Section 2. Objectives.

1. To honor those comrades in arms who have served within, or have been attached to, the 8th US Cavalry Regiment.

2. To preserve and strengthen the comradeships formed while serving with the 8th US Cavalry Regiment by conducting reunions and other appropriate activities.

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Article 3 

Organization, Powers, and Duties

Section 1. Board of Directors.

1. A Board of Directors (hereinafter referred to as the “Board”) is hereby established which shall be vested with all the powers, privileges, and duties of the Association, to be exercised on behalf of, and for the benefit of, the Association. Their numbers shall consist of five (5) and must be members of the Association in good standing. During the first even numbered year General Membership meeting after the acceptance of these bylaws, terms of existing Directors shall be terminated. They will be automatically nominated for position of Director along with any new nominations by the general membership in good standing. Five Directors will be elected by the General Membership and will be installed at that time for a term period of two (2) years. Term of office for Directors will commence on the day following the annual even numbered annual reunion. Subsequent elections of Directors shall occur at each even numbered year reunion thereafter.

2. Members of the Board, provided otherwise qualified, may be elected by the General Membership to also hold a position of Officer within the Association in addition to their position of Director.

3. A Board Chairperson shall be elected by vote of the Board members during a meeting convened under the qualifications of Section 1, paragraph 4a, this Article.

4. Powers of the Board.

a. Provided a quorum of the Board is duly convened, a majority vote thereof shall constitute effective action.

b. The Board shall have the power to:

(1) Take and hold by gift, grant, devise or bequest, any real and/or personal property, in its own right or in trust, for any purpose consistent with the purpose and objectives of the Association.

(2) Buy, sell, mortgage, let or otherwise use or dispose of its property, as deemed in the best interest of the Association.

(3) Engage in any lawful activity consistent with the purpose and objectives of the Association.

(4) Remove such officers, as may be necessary, to efficiently perform the functions of the Association.

(5) Take any and all action as may be necessary and proper to carry out the purpose and objectives of the Association.

Section 2. Officers.

1. A staff of Association Officers (hereinafter referred to as “Officers”) is hereby established which shall be vested with the powers to control the Association. Their numbers shall consist of four (4) and they must be members of the Association in good standing. All Officers will be elected by the General Membership at an annual reunion conducted on an even numbered year, and will be installed at that time for a term period of two (2) years. Term of office for Officers will commence on the day following the annual even numbered annual reunion. In the event that the Board can not be composed by the election of the number required in Section 1, above, Officers, provided otherwise qualified, may be elected by the General Membership to also hold a position of Director on the Board of Directors within the Association in addition to their position of Officer.

2. Officer positions shall consist of a President, a Vice President, a Treasurer, and a Secretary.

3. Between meetings of the Board, and subject to the ultimate authority of the Board, the power and authority to transact business on behalf of the Association is vested in the Officers. Their powers shall encompass control of the Association as pertains to their individual Offices.

4. All actions of the Officers shall be subject to the review and ratification of the Board at the next meeting of the Board.

5. Duties of the President.

The President shall:

a. Be the Chief Executive Officer (CEO) of the Association, subject to these By-Laws and by the direction of the Board of Directors. The president, with the aid of the other officers, shall be responsible for the daily operation of the Association.

b. Give, or cause to be given, timely notices for all meetings of the General Membership or Meetings of the Officers. He will preside at these meetings or cause the Vice President to preside in his absence.

c. Appoint appropriate committees as needed for the operation of the Association. These committees may be standing, temporary, periodic, or emergency committees.

d. Appoint a specific selection committee of members in good standing to prepare a timely ballot for the election of Officers/Directors at the annual Reunion held on even-numbered years.

e. Appoint interim officers that are members in good standing to assume duties for the remainder of office terms of elected officers who resign, become deceased, or removed for cause.

f. Appoint members in good standing to establish offices such as (but not limited to) Historian, Quartermaster, Sergeant at Arms, and others necessary for the daily operation of the Association.

g. Coordinate with the Treasurer to insure that at no time will corporate funds be authorized for expenditure that are not budget approved, not available or not approved by the Regular Membership.

h. Sign all contracts or commitments and make all agreements in the name of the Association.

i. Insure the security and safety of the National Colors and the Association Colors and insure that they are securely transported to and from the even calendar year reunions.

j. Perform such other acts as pertains to the duties of the office which shall not contravene any of the Articles of Incorporation or these bylaws.

6. Duties of the Vice President.

The Vice President shall:

a. Carry out the duties of the President in the event of his absence or disability.

b. Perform such other duties as may be assigned by the President.

7. Duties of the Secretary.

The Secretary shall:

a. Keep at the principal office of the Association or at such other place as the Board may determine, the original, or a copy, of these bylaws as amended or otherwise altered to date in hard copy format and also converted to an electronic format in as expedient matter as the Secretary shall deem appropriate.

b. Keep at the principal office of the Association or at such other place as the Board may determine, a book of minutes of all meetings of the directors, and, if applicable, meetings of committees of directors and of members, recording therein the time and place of holding, whether regular or special, how called, how notice thereof was given, the names of those present or represented at the meeting and the proceedings thereof. In the case of meetings not attended by the Secretary, he or she shall solicit minutes to be furnished by the chairperson of the meeting concerned and report the outcome of this solicitation to the President and Chairperson of the Board. Records of meetings not attended and recorded by the Secretary may be in the format of either minutes or a Memorandum For Record (MFR) prepared or caused to be prepared by the concerned Chairperson.

c. See that all notices are duly given in accordance with the provisions of these bylaws or as required by law.

d. Be custodian of the records of the Association.

e. Keep at the principal office of the Association or at such other place as the Board may determine a membership book containing the member’s original membership application and any subsequent applications received. Any updated information discovered on the members shall be noted and retained with the member’s folder or file. In the case where any membership has been terminated, the Secretary shall record such fact in the membership book together with all termination data concerning that member. All checks, cash, or other types of payment of membership dues shall first be recorded and then forwarded to the Association Treasurer with applicable notations.

f. Exhibit at all reasonable times to any Director or Officer of the Association the bylaws, the membership book, and the minutes of the proceedings of all meetings of Directors, Officers, and/or General Membership in electronic format. Permission to render this information to other than said personnel will be accomplished only after approval of the President or the Board.

g. Conduct all correspondence for the Association as requested for the office concerned, and maintain the files for all of the Association’s correspondence.

h. Insure notices are sent to all members in good standing, to arrive not less than 30 days prior, of each scheduled reunion date. A “Newsletter” or “Reunion Notice” shall suffice.

i. Insure all information accumulated by the Office of the Secretary that is necessary for the daily operation of the various offices of the Association is dispatched to them on a timely basis.

j. In general, perform all duties incident to the office of secretary and such other duties as may be required by law, by the articles of incorporation or by these bylaws, or which may be assigned from time to time by the President and/or the Board of Directors.

8. Duties of the Treasurer.

The Treasurer shall:

a. Establish a bank account in the name of the Association as approved by the Board of Directors.

b. Keep or cause to be kept accurate accounts of all receipts and expenditures of the Association funds.

c. Maintain care, custody and accountability of all the Association funds.

d. Be prepared to provide book inspection of accounts at all reasonable times at the request of any Association member in good standing. Inspection by others shall be at the approval of the Board of Directors.

e. Submit or cause to be submitted an Annual Corporate Fiscal Report to the General Membership. This report shall be provided to members in good standing via Association News Letter in abbreviated format. This report shall also be given orally at the General Membership Meeting conducted at the even numbered year reunions.

f. Submit or cause to be submitted a timely proposed Annual Corporate Budget to the Board of Directors for the following fiscal year for approval/disapproval by the Board.

g. Submit or cause to be submitted any reports required by law, by the Articles of Incorporation of the Association or by these bylaws,

h. Disburse or cause to be disbursed Association funds on a routine basis for items in the approved budget provided there are sufficient funds for the expenditures. Non-budgeted items must be approved by the Board of Directors prior to disbursement.

i. In general, perform all duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation of the Association or by these bylaws, or which may be assigned to him or her from time to time by the Board.

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Article 4 

Membership

Section 1. General.

1. Membership in the Association is accomplished for qualified candidates by:

a. The candidate submitting a completed and approved Membership Application form to the Association.

b. Enclosing with the completed membership application form a check or other form of monetary allowance in the amount of one year’s or longer membership dues as established by the Board and Regular Membership provided monetary dues have been established.

2. All memberships are voluntary.

3. Memberships are not transferable.

4. Termination of membership shall be accomplished by:

a. Voluntary termination by the member at any time, or failure of the member to provide annual membership dues payment provided monetary dues have been established.

b. A vote of a duly convened Board of Directors showing just cause for termination.

c. Dishonorable discharge from any military service, or discovery of such dishonorable discharge in the past.

Section 2. Classes of Membership.

1. Regular.

All persons who have served (or have been attached), or are presently serving honorably within the ranks of the 8th US Cavalry Regiment, and are otherwise qualified shall be eligible for membership in the Association as Regular Members. This class of membership has full membership voting privileges and may hold any office position elected or appointed to.

2. Associate.

a. Associate members shall be such persons who have demonstrated a particular attachment to the 8th US Cavalry Regiment or this Association.

b. This class of membership is a non-voting class and as such, may only hold office within appointed positions.

c. Annual dues will be assessed in the same manner as for Regular Members.

d. The secretary will maintain a separate roster for Associate Members.

3. Paid Up For Life (PUFL).

a. Regular. All persons that qualify as Regular members in accordance with para 1 of this section shall be deemed qualified for PUFL membership. Members of this class shall enjoy all privileges of Regular membership.

b. Associate. All persons that qualify as Associate members in accordance with para 2 of this section shall be deemed qualified for PUFL membership. Members of this class shall enjoy all privileges of Associate membership.

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Article 5 

Annual Dues

Section 1. General.

Annual dues shall be recommended by the Board. Dues amounts will be approved, for the succeeding two calendar years, by the Regular and PUFL Membership at each even numbered year meeting. The membership will be timely notified of the amount in the next newsletter or mailing notice. Annual dues for PUFL personnel shall be suspended after paying an initial dues fee recommended by the Board and approved by the General Membership.

Section 2. Good Standing.

Members who have paid the current or future year’s annual dues are “Members in Good Standing”.

Section 3. Remittance of Dues.

Annual dues are due and payable on 1 January of each year with an allowed grace period of three (3) months. If dues are not remitted during the grace period, the member’s name will be removed from the active membership roster and placed on the inactive roster and allowed no voting privileges. If annual dues are not remitted by the end of the calendar year, the member’s name will be placed on the suspended for non payment of dues (NPD) roster and will not have voting privileges or receipt of Association mailings. Names on the suspended roster will be removed from the membership roster on our website.

Section 4. New Members.

A new member, whose membership application is received during the fourth quarter of the calendar year, will be credited for annual dues payment for the following year or years as applicable.

Section 5. Exception.

Exception to this Article may be granted by the Board for a member who may be experiencing a monetary or physical circumstance which precludes dues remittance. Any member who is unable to remit dues should contact the secretary.

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Article 6 

Annual Reunions

Section 1. General.

1. Except under extraordinary and unusual circumstances, a reunion of all members of the Association shall be held annually.

2. Except under extraordinary and unusual circumstances, the date and location of the reunion to be held on odd numbered years shall be with the primary home post, or one of the active duty assignment posts, of the 8th Cavalry Regiment.

3. Except under extraordinary and unusual circumstances, the date and location of the reunion to be held on even numbered years shall be in accordance with the majority vote of the members at the past even numbered year reunion. Any member or members may volunteer to be the host member/s for the reunion.

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Article 7

Meetings

Section 1. Procedures and Forum, Quorums.

1. Robert’s Revised Rules of Order shall govern the procedures and forum of business at all of the Association meetings, except as otherwise provided by the Articles of Incorporation or these By-Laws.

2. Meetings of the following compositions are governed by these bylaws and the Association’s Articles of Incorporation, and conduct of such meetings shall be as follows:

a. General Membership meetings. These meetings shall be convened at even year reunions and may also be convened at odd year reunions when deemed necessary by the President and/or the Chairperson of the Board. They shall be open meetings. A quorum for voting purposes shall consist of no less than eight (8) members in the Regular and/or PUFL membership class and must be in good standing. The voting method at a General Membership meeting for the office of Director and or Officer shall be by secret, written ballot. The President shall cause the ballot to be distributed to the members in good standing. The President will supervise the counting of the results, announcement of the member selected and the destruction of the ballots when no longer required.

b. Board meetings. A scheduled meeting of the Board shall be held at each even year reunion and shall precede any annual General Membership meeting. Special meetings of the Board may be held at any time and may be conducted by telephone, letter, internet Email or Instant Messenger, or by Directors in person. All meetings of the Board shall be called and announced (or caused to be announced) by the Chairperson of the Board with reasonable lead times. Board meetings may be either open or closed at the discretion of the Board Chairperson. A quorum for voting purposes shall consist of no less than 51 percent of Board members in good standing.

c. Officers meetings. Meetings of the Officers may be held at any time and may be conducted by telephone, letter, internet Email or Instant Messenger, or by Officers in person. All meetings of the Officers shall be called and announced (or caused to be announced) by the President with reasonable lead times. Officer meetings may be either open or closed at the discretion of the President.

d. Committee meetings. Meetings of committees may be held at any time and may be conducted by telephone, letter, internet Email or Instant Messenger, or by committee members in person. All meetings of committees shall be called and announced (or caused to be announced) by the respective Committee Chairperson, or the President, with reasonable lead times. Committee meetings may be either open or closed at the discretion of the Committee Chairperson or the President.

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Article 8 

Bylaws Adopt, Amend, Repeal, Suspend

Section 1. Procedures.

1. Subject to the power of the Regular Members of the Association to adopt, amend, suspend or repeal the bylaws of the Association, and except as may otherwise be specified under provisions of law, Articles of Incorporation, these bylaws, or any of them, may only be adopted, amended, repealed, suspended or new ones adopted by an affirmative vote of a minimum of 2/3rds of the Board of Directors and 2/3rds of the attending General Membership (in that order) in good standing. The General Membership vote shall be at an even year reunion with quorum present.

2. Any Regular Member, Officer, or Director may submit directly to the Chairperson of the Board (or through the President to the Chairperson of the Board) recommendations for changes, additions, or status changes of any type to the Association’s bylaws. The Board will evaluate the submission, make recommendations, and then submit their findings to the Officers for joint discussion and recommendations. Provided the Board’s final decision by 2/3rds vote is that the proposal has merits and is feasible, the Board will then submit (or cause to be submitted) the proposal to the General Membership for consideration, approval/disapproval. Should the Board’s vote be negative, the Board shall notify the original submitter of the findings and provide each Officer with a copy of such notification, and prepare a Memorandum For Record (MFR) covering the subject and findings for the Association records and copies provided to each Director and Officer.

3. Any change to these bylaws shall be appended thereto as a brief notation within Article 9, Construction.

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Article 9 

Construction

Section 1. General.

1. Pending the next even year annual reunion in 2008 scheduled for Branson, Missouri, all current Directors, Officers and Appointees will remain in office.

2. These bylaws constitute a complete rewrite of the original bylaws and supersede the original 8th Cavalry Regiment Association bylaws, dated 22 May 2001, to include any changes made thereto.

3. These bylaws were approved by majority vote of the current Board of Directors on 23 October 2006 and became effective immediately upon approval.

Section 2. Amendments.

1. 17 May 2008.

IAW majority vote of the members at the 58th General Membership Meeting, Branson, MO., 17 May 2008, so much of Article 4, Sec 2. para 2.c. is changed to read as follows: delete the word “amount” and add “manner”.

Annual dues will be assessed in the same amount manner as for Regular Members.

2. 14 May 2010.

IAW majority vote of the members at the General Membership Meeting, Canton, OH 14 May 2010, the following amendments were authorized.

a. Article 7, Sec 1, para 2a. General Membership Meetings are allowed at odd year reunions when deemed necessary by the President and/or Chairperson of the Board. A quorum for the conduction of business at General Membership Meetings is reduced from a minimum of fifteen (15) to a minimum of eight (8) Regular and/or PUFL members in good standing.

b. Article 4, Sec 2, para 2b. Associate members may hold office within appointed positions.

c. Article 4, Sec 2, para 2b.