NGAI By-Laws

NGAI By-Laws

CODE OF BY-LAWS OF THE NATIONAL GUARD ASSOCIATION OF INDIANA, INC. 

ARTICLE I

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”.

ARTICLE II – Members

Section 1. Classes of Members. National Guard Officers, Warrant Officers, and Enlisted personnel mentioned in the Articles will include both Army and Air.

  1. 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.
  2. 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
  3. 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.
  4. 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.
  5. Honorary Partnership 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 partnerships will be recommended to the Board of Directors by an active member of the Association in good standing, and Honorary partners may be enrolled upon order of the Board of Directors without dues or other obligations for such periods as the Board of Directors shall
  6. Associate Partnership 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 Corporate Partnership 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.
  7. Patriot Associate-Annual Partnership 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)
  8. Patriot Benefactor-Life Partnership 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

Section 2. Rights and Privileges.

  1. 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
  2. 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
  3. Honorary, Associate, and Corporate partners of the Association shall have those privileges and rights as determined by the Board of Directors but they shall not be eligible to vote at meetings of members and shall not be eligible to be members of the Board of Directors or Officers for that

Section 3. 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. They 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. Notice of Annual or Special Meetings. A printed or electronic 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 days before the date of the meeting.

Section 7. Voting Procedures. Any Voting Member, in good standing, may vote either in person or electronically. All voting for directors will be electronically.

Section 8. Quorum. At any meeting of the members the Voting Members, present or available electronically, shall constitute a quorum.

ARTICLE III – Board of Directors

Section 1. Number. There shall be between seventeen (17) and twenty-five (25) Directors of the Association. The preferred Board of Directors make-up is Army Officer (6){one (1) Company Grade; one

  • Warrant Officer), Army Enlisted (6), Air Officer (3) (one (1) Company Grade), 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.

  1. Nominating Process. Ninety days before the date of the Annual Meeting of each year, the President shall put out on-line and at the Board of Director’s meeting that NGAI is looking for Board of Director candidates. A list of Director Positions, agreed upon by the Board, shall be listed along with the requirements to become a candidate. The NGAI staff shall vet each nomination form for the candidates to ensure they meet the requirements. The nominating process shall end 60 days prior to the NGAI Annual Conference and the election process will
  2. Elections Process. 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 sample ballot to be e-mailed to each Voting Member in good standing. The instructions on how to vote electronically will also be sent out and available on the NGAI Website. Voting will continue until the commencement of the Annual Meeting. The Secretary and Executive Director will ensure that all votes have been cast by actual voting members who are in good standing. 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
  3. Directors shall be members of the Association.
  4. 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.
  5. Removal and Replacement. If a director is absent from three (3) 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. 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 director’s 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

Section 4. Vacancies. Vacancies occurring in the membership of the Board of Directors caused by resignation, cessation of membership, 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 replaced Director.

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 is allowable and will be addressed in the Board meeting minutes.

Section 6. Scheduled Board of Director Meetings. The Board of Directors shall meet on a regularly scheduled basis 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.

Section 7. 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 8. 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.

Section 9. Voting Rights. Each member of the Board of Directors who is present at a meeting of the Board shall be entitled to one (1) vote upon any and all questions properly coming before any meeting.

Section 10. 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.

ARTICLE IV – Officers

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.

  1. The President shall hold office for two consecutive years and until the successor shall be elected and qualified, unless sooner displaced by the Board. Also, the President shall serve two additional years as Past President on the board with full voting
    1. Any member of the NGAI Board of Directors (BoD) can nominate a candidate for President. The candidate has to be someone who has served at least one year on the Board of Directors. It is incumbent on the nominating Board member to ensure the nominee is aware of the four year commitment, (two years as President and two years as Past President). Obtain concurrence of the nominee before nominating. (*NOTE: They will also serve as the President and Past President of the Board of Directors for the National Guard Association of Indiana Foundation by virtue of their position in NGAI).
  1. Directors will submit nomination(s) to the NGAI Board of Directors during the meeting when the vote is going to occur. Nominating Director(s) will provide written or verbal merits of the nominee. All attending BoDs will discuss merits of all
  2. Vote: There must be a quorum present in order to have a vote. If one candidate receives a majority of the votes of the Quorum, they shall become the next President. If none of the candidates get a majority of the votes of the Quorum, the top two candidates will become the choices and a second vote will take place. Candidates can, and are encouraged to, vote for themselves.
  3. In the event one candidate cannot get a majority of the votes, the top two candidates will go to an Email vote among the entire board. Results of the voting, to include how each director voted, will be sent out to the board for the
  1. 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

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. The Secretary will have full voting rights.

Section 7. Treasurer. The Treasurer, or authorized representative, 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. The Treasurer will have full voting rights.

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. The Secretary and Treasurer are Officers and voting members on the Board of Directors.

ARTICLE V – Certificates of Membership

Each Lifetime 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.

ARTICLE VI – Dues

Each Active Member of the Association shall pay annual dues in the sum to be prescribed by the Board of Directors. The Board will at least review dues during every calendar year that ends in an odd number. Dues can be reviewed more often if necessary.

ARTICLE VII – Indemnification of Members of the Board of Directors, Officers, Members of Committees, and Employees

  1. 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
  2. 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
  3. 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

ARTICLE VIII – Amendments

These By-Laws may be rescinded, changed or amended upon two-thirds vote of the whole Board of Directors at any scheduled or special meeting of the Board of Directors, and thereafter approved by a majority of those present at the next annual meeting.

ARTICLE IX – 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

Amended as of April 10, 2021