Association
Bylaws

68^TH ASSAULT HELICOPTER COMPANY ASSOCIATION, INC.

By‑Laws

ARTICLE I

NAME AND PURPOSE

Section 1.01.  Name.  The name of the corporation is 68^TH ASSAULT HELICOPTER COMPANY ASSOCIATION, INC. (hereinafter referred to as the “Corporation”).  The Corporation was incorporated under the Pennsylvania Nonprofit Corporation Law of 1988 on _______________________, and now is governed by the Pennsylvania Nonprofit Corporation Law of 1988.

Section 1.02.  Purpose.  The Corporation is formed exclusively for the following purposes, all within the meaning of Section 501(c)(19) of the Internal Revenue Code of 1986 (the “Code”), as the same may be amended or modified or replaced by any future United States internal revenue law: (i) To provide entertainment to war veterans of the Vietnam War (“Veterans”) and their families, (ii) to carry on programs to perpetuate the memory of deceased Veterans and to comfort their families, (iii) to conduct educational programs about the Veterans’ activities, (iv) to participate in activities of a patriotic nature, and (v) to provide social and recreational activities for Veterans and their families.

ARTICLE II

MEMBERSHIP

Section 2.01.  Members.  The Corporation shall have one class of Membership, which shall initially consist of [TBD] members (the "Members").  The initial Members shall be [TBD].  Additional Members shall be admitted hereto upon consent of the board of directors of the Corporation (“Board of Directors), provided, however, that an applicant who desires to be a member must have been a veteran of the Vietnam War  Each of the Members shall serve until the earlier of his or her removal, death or resignation.  At that time at which [tbd] Members cease to serve as Members, unless the Board of Directors elects a person or persons to serve as the Members, the Corporation shall no longer have Members and all rights, powers and obligations of the Members shall vest in the Board of Directors. 

Section 2.02.  Termination of Membership.  The Board of Directors, by affirmative vote of two‑thirds of all the members of the Board, may suspend or expel a Member for cause.

Section 2.03.  Resignation.  Any Member may resign by filing a written resignation with the Secretary.

Section 2.04.  Transfer of Membership.  Membership in the corporation is not transferable or assignable.

ARTICLE III

MEETING OF MEMBERS

Section 3.01.  Annual Meeting.  An annual meeting of the Membership shall be held at such date, time and place as may be indicated by the Members, for the purpose of electing Directors (every two (2) years) and for the transaction of such other business as may come before the meeting, when applicable. 

Section 3.02.  Special Meetings.  Special meetings of the Members may be called by the President, the Board of Directors, or not less than one‑tenth of the Members having voting rights.

Section 3.03.  Place of Meeting.  The place of all meetings of the Members and the Board of Directors shall be at the registered office of the Corporation, or at such place as shall be determined from time to time by the Members.  If no designation is made or if a special meeting be otherwise called, the place of meeting shall be the registered office of the Corporation.

Section 3.04.  Notice of Meetings.  Written notice of every meeting of Members shall be given in accordance with the rules of PA C.S.A. Section 5704(b).  In case of a special meeting or when required by statute or by these  By‑Laws, the purpose or purposes for which the meeting is called shall be stated in the notice. 

Section 3.05.  Quorum.  At all meeting of the Members, the presence of Members entitled to cast at least a majority of the votes which all Members are entitled to cast on the matters acted upon at the meeting shall constitute a quorum.  If a quorum is not present at any meeting of Members, a majority of the Members present may adjourn the meeting from time to time without further notice.

Section 3.06.  Proxies.  At a meeting of Members, a Member entitled to vote may vote by proxy executed in writing by the Member or by his duly authorized attorney‑in‑fact.  No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.]

Section 3.07.  Manner of Acting.  A majority of the votes entitled to be cast on a matter to be voted upon by the Members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption thereof unless a greater proportion is required by law or by these By‑Laws.

ARTICLE IV

DIRECTORS

Section 4.01.  Number, Election and Term of Office.  The number of Directors which shall constitute the full Board of Directors shall be fixed by the Members.  Except as otherwise provided herein, a full Board of Directors shall be elected every two (2) years, at the relevant annual meeting of the Members.  Each Director shall hold office from the time of his election or appointment, but shall be responsible as a Director from such time only if he consents to his election or appointment; otherwise from the time he accepts office or attends his first meeting of the Board.  Except as otherwise provided herein, each Director shall serve for a two (2) year term until the next relevant annual meeting of the Members, and thereafter until his successor is duly elected, or until his earlier death, resignation or removal. 

Section 4.02.  Regular Meetings; Notice. 

Section 4.02.  Organization.  At all meetings of the Board of Directors, the presence of at least a majority of the Directors in office shall be necessary and sufficient to constitute a quorum for the transaction of business.  If a quorum is not present at any meeting, the meeting may be adjourned from time to time by a majority of the Directors present until a quorum as aforesaid shall be present, but notice of the time and place to which such meeting is adjourned shall be given to any Directors not present either by being sent by telegraph or given personally or by telephone at least eight hours prior to the hour of reconvening.  Resolutions of the Board shall be adopted, and any action of the Board upon any matter shall be valid and effective, with the affirmative vote of a majority of the Directors present at a meeting duly convened and at which a quorum is present.  The Chairman of the Board, if one has been elected and is present, or if not, the President, if he is present, or if not, a Vice President in order of seniority, or if no Vice President is present, a Director designated by the Board, shall preside at each meeting of the Board.  The Secretary, or in his absence any Assistant Secretary, shall take the minutes at all meetings of the Board of Directors.  In the absence of the Secretary and an Assistant Secretary, the presiding officer shall designate any person to take the minutes of the meeting.

Section 4.03.  Meetings by Telephone.  One or more Directors may participate in any regular or special meeting of the Board of Directors or of a committee of the Board of Directors by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other.  Participation in a meeting in this manner by a Director will be considered to be attendance in person for all purposes under these By‑Laws.

Section 4.07.  Presumption of Assent.  Minutes of each meeting of the Board shall be made available to each Director at or before the next succeeding meeting.  Each Director shall be  presumed to have assented to such minutes unless his objection thereto shall be made to the Secretary at or within two days after such succeeding meeting.

Section 4.08.  Catastrophe.  Notwithstanding any other provisions of the Pennsylvania Nonprofit Corporation Law of 1988, the Articles or these By‑Laws, if any emergency resulting from warlike damage or an attack on the United States or any nuclear or atomic disaster, or any other national or local disaster, causes a majority of the Board to be incapable of acting as such because of death or other physical disability or difficulties of communication or transportation, the other Director or Directors shall constitute a quorum for the sole purpose of electing Directors to replace the Directors so incapable of acting.  The Directors so elected shall serve until such replaced Directors are able to attend meetings of the Board or until the Board acts to elect Directors for such purpose.  Questions as to the existence of such an emergency or disaster or as to the fact of such incapacity shall be conclusively determined by such other Director or Directors.

Section 4.09.  Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors.  A Director so elected shall be elected for the term of the class to which he has been appointed.

Section 4.10.  Compensation.  Directors shall not receive any stated salaries for their services to the Corporation in any capacity.  Nothing herein contained shall be construed to preclude any Director from receiving reasonable costs incurred in the performance of duties as a Director.

Section 4.11.  Resignations.  Any Director may resign by submitting his resignation to the Secretary.  Such resignation shall become effective upon its receipt by the Secretary or as otherwise specified therein.

 Section 4.12.  Committees.  By resolution adopted by a majority of the whole Board, standing or temporary committees, which may include an Executive Committee, consisting of at least two Directors may be appointed by the Board of Directors from time to time.  Each such committee shall have and exercise such authority of the Board of Directors in the management of the business and affairs of the Corporation as the Board may specify from time to time, which may include any action which the Pennsylvania Nonprofit Corporation Law of 1988 provides shall or may be taken by the Board of Directors.  The Board may designate one or more Directors as alternate Members of any committee to replace any absent or disqualified member at any meeting of the committee, and in the event of such absence or disqualification, the member or Members of such committee present at any meeting and not disqualified from voting, whether or not such member or Members constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member.  Any action taken by any committee shall be subject to alteration or revocation by the Board of Directors; provided, however, that third parties shall not be prejudiced by such alteration or revocation.

Section 4.13.  Personal Liability of Directors. 

(a)  Elimination of Liability.   To the fullest extent that the laws of the Commonwealth of Pennsylvania, as now in effect or as hereafter amended, permit elimination or limitation of the liability of members, directors, and/or officers, no Member, director and/or officer of the Corporation shall be personally liable for monetary damages as such for any action taken, or any failure to take any action, as a Member, director and/or officer. 

(b)  Nature and Extent of Rights.  The provisions of this Section shall be deemed to be a contract with each Member, director and officer of the Corporation who serves as such at any time while this Section is in effect and each such person shall be deemed to be so serving in reliance on the provisions of this Section.  Any amendment or repeal of this Section or adoption of any By‑Law or provision of the Articles of the Corporation which has the effect of increasing director liability shall operate  prospectively only and shall not affect any action taken, or any failure to act, prior to the adoption of such amendment, repeal, By‑Law or provision.

Section 4.14.  Indemnification

(a)  Right to Indemnification. 

(1)  As used herein, the word “Action” shall mean any action, suit or proceeding, administrative, investigative or other, (i) to which such person is a party (other than an action by the Corporation) or (ii) in connection with which such person is not a party but is a witness, subject to investigation or otherwise involved, in either case by reason of such person being or having been a director or officer of the Corporation. 

(2)  Unless in a particular case indemnification would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(19) of the Code, and except as prohibited by law, each Member, director and officer of the Corporation shall be entitled as of right to be indemnified by the Corporation against expenses and any liability paid or incurred by such person (i) in the defense of any Action to which such person is a party or (ii) in connection with any other Action.

(3)  A person who is not a Member, director or officer of the Corporation may be similarly indemnified in respect of service to the Corporation to the extent the Board at any time designates such person as entitled to the benefits of this Article.

(4)  As used in this Article, “indemnitee” shall include each Member, director and each officer of the Corporation and each other person designated by the Board as entitled to the benefits of this Article; “liability” shall include amounts of judgments, excise taxes, fines, penalties and amounts paid in settlement; and “expenses” shall include fees and expenses of counsel incurred by the indemnitee only (i) if the Corporation has not at its expense assumed the defense of the Action on behalf of the indemnitee with reputable and experienced counsel selected by the Corporation, or (ii) if it shall have been determined pursuant to Section (c) hereof that the indemnitee was entitled to indemnification for expenses in respect of an action brought under that Section. 

(b)  Right to Advancement of Expenses.  Unless in a particular case advancement of expenses would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(19) of the Code, every indemnitee shall be entitled as of right to have his expenses in defending any Action paid in advance by the Corporation, as incurred, provided that the Corporation receives a written undertaking by or on behalf of the indemnitee to repay the amount advanced if it should ultimately be determined that the indemnitee is not entitled to be indemnified for such expenses. 

(c)  Right of Indemnitee to Initiate Action; Defenses. 

(1)  If a written claim under Section (a) or Section (b) of this Article is not paid in full by the Corporation within thirty days after such claim has been received by the Corporation, the indemnitee may at any time thereafter initiate an action to recover the unpaid amount of the claim and, if successful in whole or in part, the indemnitee shall also be entitled to be paid the expense of prosecuting such action. 

(2)  The only defenses to an action to recover a claim for indemnification otherwise properly asserted under Section (a) shall be (i) that the indemnitee's conduct was such that under applicable law the Corporation is prohibited from indemnifying the indemnitee for the amount claimed, or (ii) that indemnification would jeopardize the Corporation's tax exempt status under Section 501(a) of the Code or result in the Corporation's failure to be described in Section 501(c)(19) of the Code, but the burden of proving any such defense shall be on the Corporation. 

(3)  The only defense to an action to recover a claim for advancement of expenses otherwise properly asserted under Section (b) shall be that the indemnitee failed to provide the undertaking required by Section (b). 

(d)  Non‑Exclusivity; Nature and Extent of Rights.  The rights to indemnification and advancement of expenses provided for in this Article shall (i) not be deemed exclusive of any other rights to which any indemnitee may be entitled, (ii) be deemed to create contractual rights in favor of each indemnitee who serves the Corporation at any time while this Article is in effect (and each such indemnitee shall be deemed to be so serving in reliance on the provisions of this Article), and (iii) continue as to each indemnitee who has ceased to have the status pursuant to which he was entitled or was designated as entitled to indemnification under this Article and shall inure to the benefit of the heirs and legal representatives of each indemnitee. 

ARTICLE V

OFFICERS AND EMPLOYEES

Section 5.01.  Executive Officers.  The executive officers of the Corporation shall be Members and shall include a President, one or more Vice Presidents (the number thereof to be determined by the Board of Directors), a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors every two (2) years at its annual meeting.  Any two or more offices may be held by the same person.   Each executive officer shall hold office, for a two (2) year term,  at the pleasure of the Board of Directors, or until his death or resignation.

Section 5.02.  Additional Officers; Other Agents and Employees.  The Board of Directors may from time to time appoint or employ such additional officers, assistant officers, agents, employees and independent contractors as the Board deems advisable; the Board or the President shall prescribe their duties, conditions of employment and compensation; and the Board shall have the right to dismiss them at any time, without prejudice to their contract rights, if any.  The President may employ from time to time such other agents, employees and independent contractors as he may deem advisable for the prompt and orderly transaction of the business of the Corporation, and he may prescribe their duties and the conditions of their employment, fix their compensation and dismiss them at any time, without prejudice to their contract rights, if any.

Section 5.03.  The President.  The President shall be the chief executive officer of the Corporation.  He shall preside at all meetings of the Board of Directors.  Subject to the control of the Board of Directors, the President shall have general supervision of and general management and executive powers over all the property, operations, business, affairs and employees of the Corporation, and shall see that the policies and programs adopted or approved by the Board are carried out.  The President shall exercise such further powers and duties as from time to time may be prescribed in these By‑Laws or by the Board of Directors.

Section 5.04.  The Vice Presidents.  The Vice Presidents may be given by resolution of the Board general executive powers, subject to the control of the President, concerning one or more or all segments of the operations of the Corporation.  The Vice Presidents shall exercise such further powers and duties as from time to time may be prescribed in these By‑Laws or by the Board of Directors or the President.  At the request of the President, or in his absence or disability, the senior Vice President shall exercise the powers and duties of the President.

Section 5.05.  The Secretary and Assistant Secretaries.  It shall be the duty of the Secretary (a) to keep an original or duplicate record of the proceedings of the Board of Directors, and a copy of the Articles and of the By‑Laws; (b) to give such notices as may be required by law or these By‑Laws; (c) to be custodian of the corporate records and of the seal of the Corporation and see that the seal is affixed to such documents as may be necessary or advisable; and (d) to exercise all powers and duties incident to the office of Secretary; and such further powers and duties as from time to time may be prescribed in these By‑Laws or by the Board of Directors or the President.  The Secretary by virtue of his office shall be an Assistant Treasurer.  Each officer of the Corporation by virtue of his office shall be an Assistant Secretary.  The Assistant Secretaries shall assist the Secretary in the performance of his duties and shall also exercise such further powers and duties as from time to time may be prescribed by the Board of Directors, the President or the Secretary.  At the direction of the Secretary or in his absence or disability, an Assistant Secretary shall exercise the powers and duties of the Secretary.

Section 5.06.  The Treasurer and Assistant Treasurers.  It shall be the duty of the Treasurer (a) to keep the Corporation's contracts, insurance policies, leases, deeds and other business records; (b) to see that the Corporation's lists, books, reports, statements, tax returns, certificates and other documents and records required by law are properly prepared, kept and filed; (c) to be the principal officer in charge of tax and financial matters, budgeting and accounting of the Corporation; (d) to have charge and custody of and be responsible for the Corporation's funds, securities and investments; (e) to receive and give receipts for checks, notes, obligations, funds and securities of the Corporation, and deposit monies and other valuable effects in the name and to the credit of the Corporation, in such depositories as shall be designated by the Board of Directors; (f) subject to the provisions of Section 6.01 hereof, to cause the funds of the Corporation to be disbursed by payment in cash or by checks or drafts upon the authorized depositories of the Corporation, and to cause to be taken and preserved proper vouchers for such disbursements; (g) to render to the President and the Board of Directors whenever they may require it an account of all his transactions as Treasurer, and reports as to the financial position and operations of the Corporation; (h) to keep appropriate, complete and accurate  books and records of account of all the Corporation's business and transactions; and (i) to exercise all powers and duties incident to the office of Treasurer; and such further duties from time to time as may be prescribed in these By‑Laws or by the Board of Directors or the President.  The Assistant Treasurers shall assist the Treasurer in the performance of his duties and shall also exercise such further powers and duties as from time to time may be prescribed by the Board of Directors, the President or the Treasurer.  At the direction of the Treasurer or in his absence or disability, an Assistant Treasurer shall exercise the powers and duties of the Treasurer.

Section 5.07.  Vacancies.  Any vacancy in any office or position by reason of death, resignation, removal, disqualification, disability or other cause shall be filled in the manner provided in this Article V for regular election or appointment to such office.

Section 5.08.  Delegation of Duties.  The Board of Directors may in its discretion delegate for the time being the powers and duties, or any of them, of any officer to any other person whom it may select.

ARTICLE VI

MISCELLANEOUS CORPORATE TRANSACTIONS AND DOCUMENTS

Section 6.01.  Execution of Notes, Checks, Contracts and Other Instruments.  All notes, bonds, drafts, acceptances, checks, endorsements (other than for deposit), guarantees and all evidences of indebtedness of the Corporation whatsoever, and all deeds, mortgages, contracts and other instruments requiring execution by the Corporation, may be signed by the President, any Vice President or the Treasurer, and authority to sign any of the foregoing, which may be general or confined to specific instances, may be conferred by the Board of Directors upon any other person or persons.  Any person having authority to sign on behalf of the Corporation may delegate, from time to time, by instrument in writing, all or any part of such authority to any other person or persons if authorized to do so by the Board of Directors, which authority may be general or confined to specific instances.  Facsimile signatures on checks may be used if authorized by the Board of Directors.

Section 6.02.  Voting Securities Owned by Corporation.  Securities owned by the Corporation and having voting power in any other corporation shall be voted by the President or any Vice President, unless the Board confers authority to vote with respect thereto, which may be general or confined to specific investments, upon some other person.  Any person authorized to vote such securities shall have the power to appoint proxies, with general power of substitution.

ARTICLE VII

GENERAL PROVISIONS

Section 7.01.  Offices.  The principal business office of the Corporation shall be at _______________________________.  The Corporation may also have offices at such other places within or without the Commonwealth of Pennsylvania as the business of the Corporation may require.

Section 7.02.  Corporate Seal.  The Board of Directors shall prescribe the form of a suitable corporate seal, which shall contain the full name of the Corporation and the year and state of incorporation.

Section 7.03.  Fiscal Year.  The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December in each year. 

Section 7.04.  Annual Report.  The Board of Directors shall present an annual report to the Members in accordance with Section 5553 of the Pennsylvania Nonprofit Corporation Law of 1988.

ARTICLE VIII

AMENDMENTS

Section 8.01.  Amendments.  These By‑Laws may be amended, altered or repealed, and new by‑laws may be adopted, by [tbd].  No provision of these By‑Laws shall vest any property or contract right in any person.