The Spaatz Association

 Aerospace Leadership for the 21st Century

The Spaatz Association

 Aerospace Leadership for the 21st Century

Bylaws

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BYLAWS OF
THE SPAATZ ASSOCIATION, INC

[Reviewed for accuracy by the TSA Bylaws Committee on 30 Dec 11.]

[With TSA Bylaw Update 9/1/2021]

Table of Contents

  • Article I – Purpose
  • Article II – Membership
  • Article III – Officers and Board of Directors
  • Article IV – Terms of Office
  • Article V – Responsibilities of Officers
  • Article VI – Standing Committees
  • Article VII – Impeachment of Officers, Directors and Elected Offices
  • Article VIII – Resolution of Membership Grievances
  • Article IX – Meetings and Procedures
  • Article X – Amendments
  • Article XI – Association Communications
  • Article XII – Miscellaneous

ARTICLE I

Purpose

The purpose of the association is to provide charitable assistance, guidance, and other support to organizations and individuals supporting aerospace or emergency services activities; and/or youth programs (such as Civil Air Patrol) dedicated to producing the dynamic leaders the United States requires for the future.

ARTICLE II

Membership

1. The membership of this association shall consist of the recipients of the Civil Air Patrol General Carl A. Spaatz Award. Other membership categories shall be determined by recommendation of the Board and approved by the membership. The membership categories as established by these Bylaws shall be:

  • (a) Voting Member – member shall have paid the current dues as determined by the association, member shall have voting rights, member shall be a Spaatz Award recipient, member shall be eligible for elective positions, member shall be in good standing and not be under any form of censure by the association. This category is entitled to participate in all discussions and organization activities.
  • (b) Non-voting Member – recipient of the Spaatz Award but not meeting all the criteria in paragraph II(1)a above. This category does not have voting rights and is ineligible to run for elective positions. This category is entitled to participate in all discussions and organization activities except the annual meeting.
  • (c) Honorary Lifetime Membership – This is a non-voting membership awarded in recognition of significant contributions to the association by non-members. This category of membership entitles the recipient to all the rights of a member II(1)b. Such members may also contribute to discussions at the annual meeting.
  • (d) Lifetime Memberships – The board or vote of the membership may determine the ancillary requirements necessary to grant lifetime memberships. This category will have all the rights and requirements of a Voting Member except for the annual dues requirement. Once granted to a member this type of membership shall not be revoked from said member. Lifetime members can still be subjected to censure and/or removal from office.
  • (e) Other Memberships – as determined by a vote of the membership other membership categories may be established. These will be non-voting and ineligible for elective positions.

2. Any member shall have the right to speak or present positions or work on any committee of this association at any time unless under censure by the association.

3. New recipients of the Spaatz award shall have their membership dues waived for the first year in order to welcome them to the association.

ARTICLE III

Officers and Board of Directors

1. The association shall consist of a board of 13 Directors and 1 alternate Director.

2. The board shall be led by four officers, the President, the Vice-President, the Secretary, and the Treasurer.

3. The alternate director shall represent any proxy votes for absent directors. In the case of the loss of a director, the alternate director shall assume the seat of the director for the remaining term of that director. In the case of the assignment of a board member as an interim officer, the alternate director will assume the seat of the assigned board member only for the duration of the assignment. The alternate director will then resume their elected alternate seat for the duration of their elected term. In no event will an alternate director assume an officer position. [Amended 2008 Amendment 1]

4. The President shall appoint an interim alternate director whenever the alternate director is required to assume the seat of a director. The board shall remain 13 in number. [Amended 2008 Amendment 1]

  • If the number of elected Board members falls below seven, the President shall call for a special election to fill all Board seats being held by appointed Board members. The special election shall be held using the procedure outlined in the Spaatz Association Election Process in effect at the time the special election is called. Any date-specific timeline specified in the Election Process shall not be used. Instead a timeline shall be established using the same time intervals as the Election Process timeline, but beginning from the date the President calls for the special election. [Amended 2021 Amendment 1]

5. The board shall be the governing agent for the association and is empowered to act fully on behalf of the membership. The board shall report to the full membership in an annual membership meeting.

6. In the event of loss of an officer other than President, the board will assign from their membership an interim officer to assume the duties of the vacant position until such time as an election is held to fill the remainder of the term. In no event will the term of this assignment exceed the date of the next general election. When the assignment is completed, the assigned board member will resume their elected board seat for the duration of their elected term. In the event of the loss of the Association’s President, the Vice-President shall succeed. [Amended 2008 Amendment 1]

7. In the event of the loss of the entire board, the Bylaws committee chairman, the Public Affairs committee chairman (editor), and the Program Planning committee chairman (the Program Manager) will take any action necessary: to continue the day to day business of the Association; to re-establish the officers and board of this association and establish an election by the membership as soon as possible.

8. All Officers and Directors shall be responsible for assuring that association liabilities are met. This includes assisting the Treasurer in meeting his responsibilities. No Officer or Director shall allow the association to fall into debt. No commitments shall be made that current funding does not support.

9. The Board is responsible for determining any insurance requirements to protect the association and its members in the performance of their duties.

ARTICLE IV

Terms of Office

1. At-Large Directors (9) and the alternate Director shall serve a term of approximately two years. There shall be no term limits for At-Large Directors. Terms for the first Directors shall be staggered as follows:

  • (a) Five (5) Directors shall be elected for two-year terms,
  • (b) Four (4) Directors and the Alternate shall be elected for one-year terms.

2. The President shall serve a term of approximately two years with the exception of the first President elected under these Bylaws, who shall be elected for approximately three years. There shall be no term limits for the President. [Amended 2008 Amendment 2]

3. The Vice-President shall serve a term of approximately two years. There shall be no term limits for the Vice-President. [Amended 2008 Amendment 2]

4. The Secretary shall serve a term of approximately two years with the exception of the first Secretary elected under these Bylaws, who shall be elected for approximately three years. There shall be no term limits for the Secretary.

5. The Treasurer shall serve a term of approximately two years. There shall be no term limits for the Treasurer.

6. A term shall be defined as the period from the closing gavel of the membership’s annual meeting to the closing gavel of the membership’s closest annual meeting to the length of time specified for the office.

7. Once the terms for a position have been established, they shall be maintained. In the event of a new election to fill a vacancy, it shall only be for the remainder of the open term.

ARTICLE V

Responsibilities of Officers

1. President – the President is the principal operating officer of the association.

  • (a) The president is responsible for maintaining and supervising all aspects of the association and is the principal representative of the association.
  • (b) The President will chair the board and implement the decisions of the board and the membership.
  • (c) The President shall be the principal coordinator between the officers of the association.
  • (d) The President shall preside over the annual meeting of the membership except for elections, which shall be presided over by the Chairman of the Bylaws Committee.
  • (e) The president upon election shall propose to the membership for election the standing committee chairman (The Bylaws Chairman, the Program Manager, and the Editor) and the Bylaws Committee members.

2. Vice-President – shall stand in lieu of the President when the President is absent.

  • (a) Shall assume the Presidency upon loss or resignation of the President.
  • (b) The Vice-President shall also represent the association at the direction of the President.
  • (c) The Vice-President shall exercise oversight of the Program Manager and assure that the annual meeting is planned, organized and held and obtain any needed board approvals.

3. Secretary – the Secretary is responsible for all membership notices, communications, membership rosters, association publications, association mailings, and historical records of the association both for internal and external consumption.

  • (a) The Secretary will maintain minutes of all board meetings and shall be given courtesy copies of all other Association correspondence.
  • (b) The Secretary shall assure that member requests for documents are provided in a timely manner and at reasonable cost.
  • (c) The Public Affairs Committee Chairman (Editor) shall report to the Secretary.
  • (d) The Secretary shall represent the association as directed by the President.
  • (e) The Secretary will establish a Historian position and appoint a suitable member to maintain the historical records of the association.

4. Treasurer – The treasurer is responsible for all aspects of the financial affairs of the association and shall not allow any disbursements or commitment of association funds without proper approvals and availability of funds.

  • (a) All financial transactions shall be recorded both as to the amount and purpose of the expenditure.
  • (b) The Treasurer shall be responsible for assembling the annual budgets of the association.
  • (c) The Treasurer will work closely with the Secretary in collection of dues from members and maintaining membership status.
  • (d) The Treasurer shall assure that financial and accounting procedures are established in writing and conform to good accounting practices.
  • (e) The Treasurer (or a designated member approved by the board at the suggestion of the Treasurer); and one other Officer (or two Board Members); must approve all disbursements of association funds.
  • (f) The Treasurer is responsible for all tax reporting in a timely manner and shall represent the association before the IRS or other taxing agencies. The Treasurer shall keep the President informed of all required IRS or other taxing agencies required filings and has full authority and responsibility to make all required filings and payments. Should the Association employ persons to carry out the goals of the organization, all necessary tax filings and payments shall be the principal responsibility of the Treasurer. The treasurer shall be responsible for maintaining all financial records necessary to maintain the tax status directed by the membership.
  • (g) The treasurer shall insure that all attendees to the Annual Meeting of the membership have paid their annual dues. The Treasurer will determine the methods to assure this and guarantee that all attending members are eligible to vote (unless they are censured).

ARTICLE VI

Standing Committees

These committees are constitutional in nature and as such are not dissolvable by actions of the Board. The Chairs of these Committees as well as the entire Bylaws Committee, therefore, must be approved by the Membership. These positions are considered elective in nature.

1. The Bylaws Committee:

  • (a) Shall consist of three members nominated by the President and elected by the membership. One member shall be appointed as the Chair by the President.
  • (b) This committee is responsible for advising the board on matters pertaining to the Bylaws and Articles of Organization such as proposed amendments. In addition, it hears grievances by the members. It is also the body which before evidence for impeachment or recall of association representatives shall be presented. The decision of this body shall be final in impeachment and recall actions. It shall present its findings to the board in the matter of all grievances for the board’s deliberation and redress. It shall present its findings in impeachment or recall findings at the next annual membership meeting as the first agenda item.
  • (c) Members once appointed shall not be removed unless a new election has installed a President or a member resigns, is lost , or removed for cause. Committee members may not hold an elective officer or board seat while a member of this committee except that the Vice-President shall replace a lost board member until such time as a vote of the membership can be called to replace the lost member and the Chair will be exempt from this provision if the entire board has been lost.
  • (d) Committee members will resign from the Committee before running for an elected Officer/Board seat.
  • (e) In the case of recall of a committee member or an action against or involving a committee member, the Vice-President shall replace that member for that action.

2. Program Planning Committee:

  • (a) The chair of this committee(Program Manager) shall be nominated by the President and elected by the membership at the annual meetings.
  • (b) The Program Manager shall report to the Vice-President.
  • (c) The Program Manager is responsible for planning, coordinating and implementing all activities related to the successful running of the next annual meeting. The Program Manager shall form a committee to help in this undertaking. The Program Manager not being an officer or board member will have the Vice-President obtain the necessary association approvals for association commitments in regards to holding the annual meeting.

3. Public Affairs Committee:

  • (a) The chair of this committee (Editor) shall be nominated by the President and elected by the membership at the annual meeting. The term of the Editor will coincide with that of the Secretary. The Editor shall not be a Board member.
  • (b) The Editor shall be responsible for the distribution, assembly, and preparation of the in-house newsletter, The Question Mark “?”.
  • (c) The Editor shall report to and take direction from the Secretary.
  • (d) The Editor shall form a committee (staff) as needed to perform the assignments directed by the Secretary.

4. Other committees may be authorized, but they will not be standing committees in that they will serve at the discretion of the board or appointive authority and may be disbanded or created at any time at the discretion of the creating authority.

ARTICLE VII

Impeachment of Officers, Directors and Elected Offices

1. This section applies to all officers, directors and elected committee members.

2. Members may be removed from office only for the following reasons:

  • (a) Failure to perform mandated duties in the Bylaws for the held office.
  • (b) Misrepresentation of the association.
  • (c) Attempting to use the association name for private gain in violation of the Articles of Organization. or violating any other of the terms of these Articles.
  • (d) Bringing ill repute upon the association due to personal misconduct either related or unrelated to the association.
  • (e) For fraud, theft or other illegal acts committed against the association.

3. Procedures:

  • (a) Charges shall be made in writing to the Chairman of the Bylaws Committee. Charges must include evidence of the offense and a specific listing of the Bylaws Section being used to make the charge.
  • (b) Within a reasonable time not to exceed 15 working days the board shall be notified of the charges and evidence against the member involved. The individual shall be notified of the charges within 15 working days. The board upon a majority vote shall suspend the member being impeached if in their view it is warranted. The board shall notify the affected member within 15 working days of the receipt of the Committee’s notification of its decision.
  • (c) The chairman of the Bylaws Committee shall conduct a preliminary hearing within one month of the charges being made, at which time a statement from the charged member will be entertained. If no statement is made it shall be assumed that the member is contesting the charges. The chairman depending on the evidence presented and his investigation shall:
  • (d) Dismiss the charges as groundless and so notify the board (or)
  • (e) Determine that enough evidence exists that a full hearing by the full Bylaws Committee is warranted; issue a suspension of duties letter to the affected member including a hearing date; notify the Bylaws Committee members and notify the board of the impending action. The hearing will commence no later than one month after the charges have been filed.
  • (f) The full Bylaws Committee shall determine, based solely on the information presented , the case against the member. The member shall have the right to hear and question the member bringing the charges. The member shall have full rights to defend or deny the actions cited. The investigation conducted by the Bylaws Chairman will be presented and the member shall have the right to contest such findings. The case shall have to be proven by the member or members bringing the charges. A majority vote of the committee is necessary to convict a member and impose sanctions on the member including removal from office and/or censure. Censure shall not exceed three years per offense.
  • (g) A censured member may not run for an elected office or be heard at the annual meetings for the duration of the censure period.
  • (h) Impeachment is a very serious matter and affects association business and its image, therefore a member bringing frivolous charges against a holder of an elected office of the association may be censured upon recommendation of the Bylaws Committee and a majority vote of the board.
  • (i) All impeachment proceedings shall have a written record maintained and submitted to the Secretary upon completion. All such proceedings shall be maintained in perpetuity.
  • (j) A convicted member shall only have recourse to a review hearing by the committee if substantial new evidence can be presented that would change the basic conclusions reached by the committee. The member may submit this evidence at any time. Frivolous appeals will be forwarded to the Board with a recommendation for additional censure. The Board shall decide how to redress a member of a reversed verdict upon notification of such reversal by the Bylaws Chairman.
  • (k) The board shall be notified within seven working days of completion of the hearing of the findings of the Committee. In the event that charges were dismissed by the Committee, the impeached member shall be allowed to resume the office’s duties immediately upon notification to the board. In the event the impeached member is convicted, the member will be assessed the Committee recommended action. If only censure is recommended, then the board shall decide the status of the member and the members capability to fulfill the requirements of the member’s office under the terms of the committee imposed censure. Convicted officers shall always be removed from office as censure is incompatible with these positions’ duties as representatives of the Association.
  • (l) Committee hearings will be conducted in the most convenient manner to address the situation. Face to face hearings are not required under these bylaws. Electronic means such as teleconferencing will probably be used. The format of all hearings conducted by the Bylaws Committee will be solely determined by the Bylaws Committee.

ARTICLE VIII

Resolution of Membership Grievances

1. Any member may submit a grievance to the Chairman of the Bylaws Committee.

2. The grievance should be in writing and cover the circumstances being grieved.

3. The Chairman of the Bylaws Committee shall assign a Committee member to investigate the grievance.

4. Upon completion of the investigation the assigned Committee member shall submit findings to the board with recommendations as to resolution of the grievance. A copy of the finding shall be given to the grieving member.

5. A copy shall also be placed on file with the Secretary.

6. The board shall have the grievance finding as an agenda item at its next meeting and shall dispose or redress the the grievance as it sees fit.

ARTICLE IX

Meetings and Procedures

1. There shall be an annual membership meeting. The time and place shall be determined by the board. Elections shall be held at this meeting.

2. The President or the President’s designee shall chair the annual meeting except for elections which shall be chaired by the chair of the Bylaws Committee or if running for election a member of that committee shall chair.

3. Rules shall be established to ensure the orderly flow of all association meetings. The rules shall assure the easy participation of members and shall not be over-encumbering or otherwise overly restrict member participation. The chair of association meetings shall be the arbiter of the rules.

4. Other local/regional meetings of members are authorized provided advance notice is given to the Secretary of the Association. It is expected that individual Board members may hold meetings with members as necessary to conduct Association business. It is also expected that various committees may have meetings in the conduct of association business. A copy of all minutes shall be forwarded to the Secretary upon completion of the meeting to assure the Board is kept informed of association activities.

ARTICLE X

Amendments

1. All amendments to the Bylaws shall be approved by a simple majority of members at an annual meeting or by a simple majority of written/electronic ballots of the total membership between meetings.

2. Procedures:

  • (a) Proposed amendments to the Bylaws shall be sent to the Bylaws Committee at least 6 months before the annual meeting at which it is to be considered. The Committee shall publish proposed member amendments in the In House newsletter for comments by the members. Member proposed amendments shall only be considered at the annual meeting.
  • (b) Board proposed amendments may either be submitted to the annual meeting as any member may( a. above) or may authorize a special written/electronic ballot. The board shall request the Bylaws Committee to review the effects of the Board proposed amendment prior to submission for member consideration and this evaluation shall be included with the written/electronic ballot when submitted to the membership for their consideration. A majority vote of the board is required to authorize an amendment to be presented to the membership as a Board-sponsored amendment.

3. The Bylaws Committee shall review the amendment for its effect on the Bylaws and provide the membership with its recommendation on the proposed amendment including the effects on the association if the amendment is adopted and any relevant comments received from the membership during the comment period. This will include any proposed changes to the amendment that the membership may have proposed during the comment period.

4. When the amendment is brought to the floor , the proposing member shall be granted time to explain the need for the amendment. Those members proposing changes to the amendment as previously submitted to the Bylaws Committee will then be heard. The Bylaws Committee Chairman will present proposed changes where the author cannot make the presentation in person. The Bylaws Committee Chairman will present the likely affects of the proposed changes to the amendment prior to each change being voted upon and again before the final amendment is voted upon. The membership shall vote on all proposed changes to the amendment before voting on the amendment. No changes will be allowed from the floor. The amendment will then be voted on as finalized by the above votes. A vote to table the amendment until the next annual meeting shall be taken first. This is to allow discussion on proposed floor changes to be evaluated by the Bylaws Committee. If this vote fails, then a vote then the amendment itself shall be taken. Tabled Amendments will be the first item of old business considered at the next annual meeting, barring Impeachment/Censure Notifications.

5. An amendment shall become effective upon a successful vote of the membership unless a different time period is specified in the amendment or affects the responsibilities or terms of elected offices of current office holders. If the responsibilities or terms of elected positions are affected, they will not be implemented until after the current office holders term expires.

6. Amendments may be approved by a written/electronic ballot, but they must still be published in advance of the vote in order to allow the membership time to consider the amendment. In this case the In House Newsletter will publish the proposed amendment and the next newsletter (or special mailing) will carry the recommendation of the Bylaws committee along with the voting materials. Only Board authorized amendments may use this paragraph.

7. Changes to the organization’s Articles of Incorporation shall be handled the same as an Amendment to the Bylaws. Governmental required legal changes will be implemented as required and reported to the membership at the next annual meeting.

ARTICLE XI

Association Communications

1. When practical, Association business shall be conducted by electronic media. Such electronic communication shall suffice as being officially received from the sender if the electronic address (identification) is on file with the Secretary and the communication is received from such address. This provision shall remain in effect until specifically changed by the Board or the member specifically notifies the Secretary in writing to the contrary. {Electronic addresses are the communication addresses necessary to send electronic mail such as those provided by Internet or Compuserve. Anyone with access to your email address could also send a message that would be assumed to be from you. Hence provision three below.}

2. All Board Members and elected positions will be required to have electronic mailing addresses before running for election to such office/position. This requirement will take effect on 1 January 2000.

3. The Board shall have the authority to require other electronic security measures as it deems prudent and necessary to conduct association business. This includes the use of electronic encryption/decryption technologies and secure electronic signature measures.

ARTICLE XII

Miscellaneous

These bylaws will take full effect upon the first annual meeting after incorporation. The Officers of the Association shall have the necessary authority to run the association until this meeting. The first annual meeting shall be held within one year of incorporation. Where practical the Officers shall follow these bylaws in conducting Association business.

Submitted on 25 March 1995 by the Bylaws Committee:
Thomas P. Hurley
Bylaws Chairman
Approved by August 1995/1996/2021 Annual Membership Meetings

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