CODE OF BY-LAWS OF THE NATIONAL GUARD ASSOCIATION OF INDIANA, INC.
Section 1. Name. The name of the corporation is National Guard Association of Indiana, Inc. (hereinafter referred to as the “Association”).
Section 2. Principal Office. The address of the principal office of the Association will be as designated by the Board of Directors.
Section 3. Seal. The seal of the Association shall be circular in form and mounted upon a metal die suitable for impressing the same upon paper. About the top of the periphery of the seal shall appear the words “National Guard Association of Indiana, Inc.” and about the lower periphery thereof the word “Indiana”; in the center of the seal shall appear the word “Seal”.
Section 1. Classes of Members. National Guard Officers, Warrant Officers, and Enlisted personnel mentioned in the Articles will include both Army and Air.
- Active Membership in the Association shall be limited to Active Commissioned Officers, Warrant Officers, and Enlisted personnel of the Indiana National Guard who have paid their dues, as required, and met such other requirements as shall be established in the By-Laws.
- Active Life Membership in the Association shall be offered to active Commissioned Officers, Warrant Officers, and Enlisted personnel of the Indiana National Guard who have paid active life dues, and met such other requirements as shall be established in the By-Laws. Active Life membership shall automatically convert to Inactive Life membership upon retirement and/or separation from the Indiana National Guard.
- Inactive Membership in the Association shall be extended annually to honorably separated or retired Officer, Warrant Officers and Enlisted personnel of the Indiana National Guard who have paid their dues, as required, and met such other requirements as shall be established in the By-Laws.
- Inactive Life Membership in the Association shall be extended for life to honorably separated or retired Officer, Warrant Officers and Enlisted personnel of the Indiana National Guard who have paid active life or inactive life dues, and met such other requirements as shall be established in the By-Laws.
- Honorary Membership in the Association shall be extended to persons who have contributed or performed an exceptional service in the interest of the National Guard in Indiana. Honorary memberships will be recommended to the Board of Directors by an active member of the Association in good standing, and Honorary members may be enrolled upon order of the Board of Directors without dues or other obligations for such periods as the Board of Directors shall determine.
- Associate Membership in the Association shall be extended to all Veterans; Officers, Warrant Officers, and Enlisted personnel of the Inactive National Guard, and to active members of the Indiana State Guard Reserve not qualified for membership as Active or Life members in the Association.
- Corporate Membership in the Association may be issued to any business, governmental, fraternal, professional, or other legally organized entity that actively supports the purposes, goals, and objectives of the Association as set forth in the Articles of Incorporation after application, acceptance by the Board of Directors, and after payment of dues, the amount to be determined by the Board of Directors.
- Patriot Associate-Annual Membership in the Association may be issued to any person recommended to the Board of Directors who is interested in and dedicated to the purpose of the Association, and who is not otherwise eligible for membership in the Association. (Added 17Apr04)
- Patriot Benefactor-Life Membership may be issued to any person recommended by the Board of Directors who is interested in and dedicated to the purpose of the Association, and who is not otherwise eligible for membership in the Association. (Added 17Apr04)
Section 2. Rights and Privileges.
- Active, Active Life, Inactive, and Inactive Life Members shall be Voting Members of the Association. Active and active life members shall be entitled to one vote at meetings of the membership and shall be entitled to serve on the Board of Directors and hold office.
- Inactive and Inactive life members of the Association shall have all the privileges and rights of active members, except that they shall not be eligible to hold the office of President or Vice President of the Association. Inactive or Inactive Life Members may serve on any committee in the Association to which they have been duly appointed or elected.
- Honorary, Associate, and Corporate members of the Association shall have those privileges and rights as determined by the Board of Directors.
Section 3. General Meetings of the members of the Association shall be held at such place within or outside the State of Indiana, as may be specified in the notice thereof; provided, however, that the place of such meeting shall be approved by the Board of Directors. When notice of any meeting of the members is required to be sent to the members, such notice shall be sent to all members of the Association.
Section 4. Annual Meetings. The annual meeting of the members of the Association shall be held on a Saturday, providing the Saturday is not a Federal or State holiday, at the hour and place as determined by the Board of Directors; however, the annual meeting may not be held in the months of January, February, or December.
Section 5. Special Meetings. Special meetings of the members may be called at any time by the Board of Directors and by the President upon the President’s own motion. At special meetings of the members no business other than that for which the meeting is called shall be transacted.
Section 6. Notice of Annual or Special Meetings. A written or printed notice, stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered or mailed by the President or Secretary of the Association to each Voting Member, at such address as appears upon the records of the Association, at least ten (10) days before the date of the meeting. Notice of any such meeting may be waived in writing by any member if the waiver shall set forth in reasonable detail the purpose or purposes for which the meeting is called and the time and place thereof. A waiver containing this information shall be made a part of the notice of the meeting. Attendance at any meeting, in person or by proxy, shall constitute a waiver of notice of such meeting.
Section 7. Proxies. Any Voting Member may vote, either in person or by proxy executed in writing by the member. All voting for directors will be by proxy.
Section 8. Quorum. At any meeting of the members one hundred (100) Voting Members, present in person, shall constitute a quorum.
Board of Directors
Section 1. Number. There shall be between seventeen (17) and twenty-two (22) Directors of the Association. The preferred Board of Directors make-up is Army Officer (6) (one (1) Company Grade; one (1) Warrant Officer)(Added 22 Apr06), Army Enlisted (6), Air Officer (3) (one (1) Company Grade)(Added 22Apr06), Air Enlisted (3), Inactive Army Officer (1), Inactive Air Officer (1), Inactive Army Enlisted (1) and Inactive Air Enlisted (1).
Section 2. Powers. The Board of Directors shall have charge of the entire business of the Association.
Section 3. Elections and Qualifications.
- Nominating Committee. Ninety days before the date of the Annual Meeting of each year, the President, upon recommendations submitted by the Board of Directors shall appoint a nominating committee of at least ten (10) members, of which two (2) members will be Army officers, two (2) Army enlisted personnel, one (1) Air officer, one (1) Air enlisted person, one (1) Inactive or Inactive Life Army Officer Member, one (1) Inactive or Inactive Life Army Enlisted Member, one (1) Inactive or Inactive Life Air Officer Member, and one (1) Inactive or Inactive Life Air Enlisted Member. The President will select the committee with as much representation as possible among the major units and Inactive or Inactive Life membership of the Army and Air National Guard. The President of the Association will notify all members in good standing, of all members appointed to the nominating committee at least fifteen (15) days prior to the Nominating Committee’s meeting for the selection of candidates for Board of Directors. The notice to all members will include the names of the Nominating Committee and the current Board of Directors with those directors whose terms are expiring so designated. The notice will include an Association contact point to receive nominations from the members to be provided to the committee. The President will select the Chairman of the Nominating Committee without regard to the military rank or precedence of other members of the Committee.
- Nominating Committee Meeting. The Chairman of the Nominating Committee shall call said Committee to meet prior to 75 days before the date of the Annual Meeting. The Nominating Committee shall nominate annually, a list of not fewer than four (4) Army officers, four (4) Army enlisted personnel, two (2) Air officers and two (2) Air enlisted personnel nominees to the Board. In such years as the terms of service of Inactive or Inactive Life members expire; two (2) Inactive or Inactive Life Army Members and two (2) Inactive or Inactive Life Air Members will be nominated. Said list of nominees shall be delivered to the Secretary by the Chairman of the Nominating Committee, on or before 75 days prior to the date of the Annual Meeting. The Chairman of the Nominating Committee will report to the President that this has been accomplished.
- Elections. The Secretary shall, no later than 60 days prior to the date of the Annual Meeting cause a notice of the annual membership meeting, said list of nominees, and a request for a proxy absentee ballot to be mailed to each Voting Member in good standing. At the Annual Meeting, proxy ballots with each nominee’s name and a provision for write in, shall be provided to each Voting Member in attendance. Each Voting Member shall vote and return said proxy ballot to the Chairman of the Nominating Committee, or a designated representative from the committee, at the Annual Meeting. In accordance with the vacancies existing at the time of the election and preserving the established ratios of Army, Air, and Inactive directors, those nominees who receive the highest number of votes shall be elected to the Board of Directors.
- Qualifications. Directors shall be members of the Association.
- Term. Directors shall serve for a term of three (3) years, and until their successors shall be elected and qualified. If a director is elected as President of the Association by the Board of Directors in the second or third year of the term, the term shall be extended by one (1) or two (2) years respectively.
- Removal and Replacement. If a director is absent from three (3) consecutive Board meetings without explanation, the Board of Directors may, by simple majority vote of those directors present, eliminate the member from the Board and fill the vacancy as prescribed in ARTICLE III, Section 4. (Added 26Apr03) The exception is when a director has been activated to perform military duties by order of the Governor of Indiana or President of the United States. If this occurs, the activated directors’ position is filled by a temporary director as prescribed in Article III, Section 4 until such time as the activated director has returned from their tour of duty.
Section 4. Vacancies. Vacancies occurring in the membership of the Board of Directors caused by resignation, cessation of membership, (Added 26Apr03) activation by the Governor of Indiana or President of the United States, death or other incapacity, shall be filled by a majority vote of the remaining members of such Board, and any Directors so elected shall hold office for the unexpired term or until the return of the activated director from the tour of duty. Any new Director appointed by the board must be of the same service and class of membership as the Director he replaces.
Section 5. Quorum. No less than 51% of the membership of the Board of Directors shall be necessary to constitute a quorum for the transaction of any business. The use of electronic media to conduct Association business, specifically email and telephone is allowable and will be addressed in the Board meeting minutes. (Section amended 26Apr03)
Section 6. Annual Meetings. The Board of Directors shall meet each year immediately after the annual meeting of the members at the place where such meeting of the members was held, or at such other place as may be convenient, for the purpose of organization, election of officers and consideration of any other business that may be brought before the meeting. No notice shall be necessary for convening this annual meeting.
Section 7. Special Meetings. Upon the written request of any member of the Board of Directors, the President shall call a special meeting of the Board of Directors at such time and place, either within or outside the State of Indiana, as shall be stated in a notice of the meeting, provided to each Director, with assurance of receipt. Attendance at any meeting in person shall constitute a waiver of such notice. Notice may be waived by absent Directors, by written instrument executed either before or after such meeting.
Section 8. Voting Rights. Each member of the Board of Directors who is present in person at a meeting of the Board shall be entitled to one (1) vote upon any and all questions properly coming before any meeting.
Section 9. Committee Responsibilities. Directors who are not serving as officers of the Association shall each be appointed by the President to chair and/or serve on one or more of the committees established to conduct Association business.
Section 1. Election. At each annual meeting of the Board of Directors, the Board shall elect officers consisting of a President, a First, Second, Third and Fourth Vice-President, a Secretary and a Treasurer, and it may elect such other officers and assistants or employees as it may decide upon. The President shall hold office for two consecutive years and until the successor shall be elected and qualified, unless sooner displaced by the Board, and shall serve two (Changed 23Apr16) additional years as an “ex officio” board member with vote. Other officers shall hold office for one year and until their respective successors shall be elected and qualified, unless sooner displaced by the Board. The Vice-Presidents shall be eligible for election to two consecutive terms in the same office. The Vice-Presidents shall be one (1) Army officer member, one (1) Army enlisted member, one (1) Air officer member, and one (1) Air enlisted member.
Section 2. Vacancies. Whenever any vacancies shall occur in any office by death, resignation or otherwise, the same shall be filled by the Board of Directors and the officers so elected shall hold office until a successor is chosen and qualified.
Section 3. Removal. The Board of Directors may, by a majority vote of the whole Board, remove any officer of the Corporation.
Section 4. The President. The President shall preside at all meetings of the members and Directors. The President shall exercise a general control and supervision over the affairs of the Association and over the officers, agents and employees of the Association, shall appoint all committees, and shall be the general manager of the activities of the Association. In the event of the death, absence or inability to act of any officer, the President may act for, or may appoint some person to fill such office until the next meeting of the Board of Directors. Except as otherwise required by law or provided by resolution of the Board of Directors from time to time, the President or a Vice-President acting as President during the disability or absence of the President, shall, in the Association’s name, sign all deeds, leases mortgages, contracts, notes and other instruments that may be ordered executed by the Board of Directors or which may be necessary to carry on the business of the Association.
Section 5. Vice-Presidents. The First Vice-President shall serve for the President during the President’s absence, and shall assume the President’s unexpired term of office in case the President is permanently indisposed. The Second Vice-President shall serve as President in the absence of both the President and the First Vice-President, and shall succeed them in order of progression in case of permanent disposition. Similarly, the Third and Fourth Vice-Presidents shall serve and succeed in order of progression if necessary. Vice-Presidents shall each be responsible for coordinating committee activities in one of the Association business areas. Appointments of each of the Vice-Presidents to the committee coordination positions in each of the four business areas shall be accomplished by the President. The senior Enlisted Vice-President shall be responsible to preside over any Enlisted sessions conducted during the Annual Meeting.
Section 6. Secretary. The Secretary shall keep all records of meetings of the Association and the Board, shall keep records of membership, perform the duties set out in the Constitution and By-Laws of the Association, and make the necessary reports of this office.
Section 7. Treasurer. The Treasurer shall collect, deposit in an approved depository to the credit of the National Guard Association of Indiana, Inc., draw all money of the Association under the direction of the Board of Directors, keep the records of accounts, and make the necessary reports.
Section 8. Officers as Directors. The President and Vice-Presidents must be members of the Board of Directors when elected. The other officers of the Association must be Voting Members of the Association, but need not be Directors of the Association.
Certificates of Membership
Each member of the Association shall be entitled to a Certificate of Membership signed by the President, or in the event of the President’s absence or unavailability by the Vice-President, and by the Secretary or and Assistant Secretary, with the seal of the Association thereunto affixed, certifying the type of membership to which such person is entitled, in such form as shall be approved from time to time by the Board of Directors.
Each Active Member of the Association shall pay annual dues in the sum indicated in the following schedule, per year, commencing 1 January 2019:
All Officers and Warrant Officers – $20.00
All Enlisted (E5 through E9) – $9.00
Enlisted (E-1 through E-4) Free
The dues schedule shall be determined based upon the highest rank held by the Inactive Member while on active status.
No dues or assessments shall be charged for personnel in ranks of Privates through Specialists/Corporals (Army) or Airmen Basic through Senior Airman (Air), but membership shall be accepted only upon written application to the Association.
Each Associate member of the Association shall pay annual dues in the sum of five ($5.00) dollars. No dues or assessments shall be charged for honorary members. Annual dues are due and payable on or before 1 July of each year. Active and/or inactive life membership in the Association may be purchased by eligible persons for a sum to be determined by the Board of Directors.
Patriot Associate – Annual members shall pay dues in the amount of $25.00 per year. (Added 17Apr04)
Patriot Benefactor – Life members shall pay a onetime amount of $500.00. (Added 17Apr04)
Indemnification of Members of the Board of Directors, Officers, Members of Committees, and Employees.
- The Board of Directors may, at its sole discretion, determine to indemnify any and all of the members of the Board of Directors or the President, and employees of the Association, or persons who formerly held such status in the Association, their personal representatives, executors, and heirs, against any such person in a legal action (whether civil, criminal, administrative or other) brought against any such person for actions or omissions alleged to have been committed by any such person while acting within the scope of such person’s position as a member of the Board of Directors, officer, member of a Committee appointed by the Board of Directors or the President, or employee of the Association, provided, however, that in all cases the Board of Directors shall determine, in good faith, that such person did not act, fail to act, or refuse to act willfully or with gross negligence or with fraudulent or criminal intent with regard to the matter involved in the action.
- The term “expenses” as used herein shall include all obligations incurred by such person for the payment of money, including, without limitations, legal fees and amounts paid in settlement of any such action. A judgment or conviction (whether based on a plea of guilty or nolo contendre or its equivalent, or after trial) shall not be conclusive as to whether the person against whom judgment is rendered acted, or failed to act, or refused to act, willfully or with gross negligence or with fraudulent or criminal intent with regard to the matter involved in the action.
- Any determination with respect to indemnity shall be made by resolution adopted by a majority of a quorum of the Board of Directors, excluding from such majority and quorum any members who have incurred expense, judgments or penalties in connection with such action or who have been threatened with action making the incurrence of expense by them likely; and if there is no quorum of members of the Board of Directors who are not so excluded, then by resolution adopted by a majority of a committee of non-excluded members of the Board of Directors and/or members of the Association, appointed by the Board of Directors (all members of the Board of Directors being eligible to participate in such appointment). The right of indemnification provided herein shall be in addition to any other right which such members of the Board of Directors or the President, and employees of the Association, or persons formerly holding such status, may have or hereafter acquire.
These By-Laws may be rescinded, changed or amended upon two-thirds vote of the whole Board of Directors at any regular or special meeting of the Board of Directors, and thereafter approved by a majority of those present at the next annual meeting.
The Indiana General Not for Profit Corporation Act
The provisions of the Indiana General Not for Profit Corporation Act, applicable to any of the matters not specifically covered by these By-Laws, are hereby, by reference, incorporated in and made part of these By-Laws.
CODE OF BY-LAWS HISTORY:
Adopted 6 May 1964
Amended as of April 1966
Amended as of June 1978
Amended as of May 1980
Amended as of May 1981
Amended as of 2 June 1984
Amended as of 30 May 1987
Amended as of 3 June 1989
Amended as of 5 May 1990
Amended as of 27 April 1991
Amended as of 30 May 1992
Amended as of 24 April 1993
Amended as of 29 April 1995
Amended as of 2 May 1998
Amended as of 18 March 2000
Amended as of 20 April 2002
Amended as of 26 April 2003
Amended as of 17 April 2004
Amended as of 22 April 2006
Amended as of 23 April 2016
Amended as of 21 April 2018