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FRIENDS OF THE FIGHTING 69TH

Striving to help the men & women of our Armed Forces!

By-Laws of the Friends of the Fighting 69th (as amended 2/15/08)

ARTICLE I - NAME

This not-for-profit organization shall be known as the Friends of the Fighting 69th, Inc. (the “Corporation”)


ARTICLE II - OBJECTIVES

The mission of the Corporation is to lend financial assistance and other support to military based charitable entities within and without of the Corporation’s local community.


ARTICLE III - ORGANIZATION

Section 1. Governing Body

The Governing Body of the Corporation shall be known and referred to as the Board of Directors. It shall consist of the elected Executive Director and shall have a minimum of four (4) directors and maximum of (9) directors. The management of the Corporation, its affairs, meetings and property shall be vested in said Board of Directors and, upon majority vote of all present directors and officers, subject to a quorum of not less than (3) three directors in attendance either in person or via proxy, said Board of Directors shall have power to: Appoint a replacement in the case of an officer’s resignation; Remove any Committee Chairperson with cause; Approve all cash disbursements; Perform such other duties as properly devolve upon a corporate Board of Directors; and Perform other such duties as may be requested by the President.

 

Section 2. Elections

1. Officers and/or Directors
Officers will be: Executive Director, Vice President, Secretary, Treasurer; plus a minimum of four (4) Directors. An individual may hold more than one office.

2. Terms and Qualifications - Officers
Any individual who has reached the minimum age of eighteen (18).; Nominated in open nominations at the regularly scheduled November meeting of the Board of Directors of the Corporation or through self-nomination; Term to run for two years from January 1st through December 31st; Installation to take place at the regularly scheduled January meeting of Board of Directors; No elected officer shall be eligible to serve for more than five (5) consecutive terms in the same office unless extenuating circumstances require it;

3. Terms and Qualifications - Directors
Any individual who has reached the minimum age of eighteen (18).; Nominated in open nominations at the regularly scheduled November meeting of the Board of Directors of the Corporation or through self-nomination; Term to run for two years commencing on the January 1st following election through December 31st; Installation to take place at the regularly scheduled January meeting of Board of Directors; At all times the present Commanding Officer, or his/her designee and immediate past Commanding Officer, or his/her designee of the 1st Battalion, 69th Infantry, New York Army National Guard shall serve on the Board of Directors; The Board of Directors shall also consist of one Director nominated from the entire class of Non Commissioned Officers of the 1st Battalion, 69th Infantry, New York Army National Guard ; Directors may run for re-election for as many times as they continue to have an interest.

 

Section 3. Officers/Duties

Executive Director

The Executive Director shall be the chief executive officer of the Corporation and shall: exercise general supervision over the affairs of the Corporation; be responsible for the enforcement of the Bylaws and all directives of the Board of Directors (BOD); appoint, with the approval of a majority vote of the BOD, all standing Committee Chairs, unless provided otherwise, and, if necessary, appoint members of all Committees or at his/her discretion authorize the BOD to make such appointments; serve as ex-officio member of all standing committees except nominating; keep the BOD fully informed of the activities of the Corporation; deliver to his/her successor in office all books, papers, records and property of the Corporation for which he is or may become responsible; and perform all other duties normally incident to this office.

Vice President

The Vice President shall: assume all duties of the President during his absence or disability; assist the President with his duties; serve as an ex-officio member and be responsible for coordinating the activities of all special committees; and perform such other duties as may be assigned by the President and/or the BOD.

Secretary

The Secretary, the official custodian of all current records of the Corporation, shall: keep a record of all meetings of the BOD; distribute to the BOD copies of the record of proceedings of all meetings; handle correspondence as directed by the President and/or the BOD; and perform such other duties as provided by the Bylaws or assigned by the President or BOD.

Treasurer

The Treasurer shall: be the custodian of all funds of the Corporation; receive all payments to which the Corporation is entitled; disburse funds of the Corporation upon BOD approval; deposit all funds in the name of the Corporation in depositories approved by the BOD; provide periodic statements of the financial condition of the Corporation and  at the close of the fiscal year; and perform such other duties as provided by the Bylaws or as may be assigned by the President or the BOD.

 Immediate Past Executive Director/Chairman of the Board

The Executive Director shall serve as the Chairman of the Board until the Corporation shall have an Immediate Executive Director which at such time The Immediate Past President shall: serve as a non-elected position on the board until superseded by a new immediate past Executive Director; provide support to the Executive Director; chair nominations committee

 

Section 4. Vacancy in Elected Office

In the case of an officer resignation, the Board will appoint a replacement to serve until the next election.

Section 5. Committees/Appointed Chairs

Program Committee

Each program shall be managed by an ad hoc committee identified at the summer planning meeting; the committee consists of a chair, newsletter editor and organizer; every BOD and officer must serve on at least one committee; the committee has authority to change the program content or forum as required without BOD approval with the exception of financial changes that exceed the original estimate of meeting cost, under these circumstances, they must seek BOD approval; if a committee member is forced to resign from their duties, assignment of another BOD member will be determined based on need.

 

ARTICLE IV - FINANCE

Section 1. The Fiscal year shall be January 1 to December 31.

Section 2. Financial Audit

The Corporation shall have an annual review or audit of the books and records of the Corporation, as instructed by the Board of Directors, conducted by a Certified Public Account and said audit shall be delivered to the BOD no later one hundred twenty (120) days after the close of the Foundation’s fiscal year.

If the total financial assets of the Corporation fall below $5000.00, the Treasurer must notify the BOD, and a special meeting will be called and the BOD will determine a course of action which may or may not include the call for an audit.


Section 3. Disbursements

Four officers will have check signing authority: Treasurer, Executive Director, Vice President and Secretary; all charges over $3,000.00 not directly related to program expenses must be pre-approved by the BOD.

ARTICLE VI - PARLIAMENTARY AUTHORITY

Roberts Rules of Order Newly Revised shall govern the proceedings of Friends of the Fighting 69th, Inc. in all cases not provided for in these Bylaws, Constitution or Articles of Incorporation.

ARTICLE V - MEETINGS

Section 1. Regular Meetings

Friends of the Fighting 69th, Inc. will hold monthly meetings from September through June of each fiscal year for a total of nine (9) meetings; BOD meetings shall be conducted at 4:00 PM on the first Thursday of the month and conclude by 6:00 PM; time and place of the regular meetings are subject to change pursuant to notice; meetings are announced via e-mail to each officer and director.

Section 2. Special Meetings

The Corporation shall hold a special meeting each December for the purpose of electing the slate of officers and directors for the coming year; a special meeting may also be called by any officer or director upon ten (10) days notice to all the then current directors.

 

ARTICLE VI - DISSOLUTION

Upon dissolution of the Corporation, all of its assets shall be paid over or transferred to one or more exempt organizations of the kind described in Section 170 (b)(1)(A) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder, as both now exists or may hereafter be amended.


ARTICLE VII- AMENDMENTS

Section 1. Any revisions and/or amendments to these Bylaws shall be reviewed by the Corporations Counsel prior to adoption to insure that the proposed revisions do not conflict with any provisions of New York State law or the Internal Revenue Code of 1954.

Section 2. Changes and/or modifications to these By-Laws will be proposed at BOD meetings, and voted on by a majority of officers and directors present at the meeting.

ARTICLE VIII – NON-DISCRIMINATION POLICY

Section 1. The Corporation shall not discriminate against directors, officers or any employee on the basis of race, creed, ethnic origin, religion, gender or sexual orientation.

Section 2. The Corporation shall not discriminate against nor take into consideration the race, creed, ethnic origin, religion, gender or sexual orientation of any individual or entity to who the Corporation may distribute funds or lend other services or assistance.