11TH ARMORED DIVISION ASSOCIATION CONSTITUTION

11TH ARMORED DIVISION ASSOCIATION CONSTITUTION

First Reading Enacted August 19, 2006, Adopted August 18, 2007

I. NAME

The name of this organization shall be: 11th Armored Division Association.

II. PURPOSE

A. To perpetuate the history of the brave achievements of the division and its members, living and dead; to preserve the memories of our close associations during active service; to help our Association body, mind or spirit; to foster fellowship and good will. These purposes shall be non-political.

B. The 11th Armored Division Association is an organization which believes that its members should be guided by their individual religious convictions, and the Association will in no way have any policies or programs to influence its members in this regard.

III. HEADQUARTERS

The headquarters of the Association shall be at the location of the Secretary of the Association.

IV. MEMBERSHIP

A. Any person assigned to the 11th Armored Division or to a Unit attached thereto from 15 August 1942 to 15 September 1945 and the wife, widow and descendants of that person shall be eligible for membership. Said persons having paid annual dues shall be voting members and eligible to hold office.

B. No person who has been dishonorably discharged from the services shall be eligible for membership. Any member of the Association ever to be dishonorably discharged from the service of the United States shall forfeit his membership.

C. Any member of a U.S. Military Unit which worked closely with or in conjunction with the 11th Armored Division during World War II shall be eligible for an Associate membership. Said members shall be dues-paying, voting members and eligible to hold office.

D. Any persons who were significantly helped by the 11th Armored Division during World War II shall be eligible for an Honorary membership. Said members shall be non-dues paying, non-voting, and ineligible to hold office.

V. MEETINGS

A. There shall be an Annual Meeting of the members for the election of Governors and Officers, the selection of the site for a subsequent year's reunion and the transaction of business.

B. Special meetings for any purpose, unless otherwise prescribed by statute, may be called by the President and shall be called at the request in writing of the majority of the Board of Governors, or at the request in writing of twenty-five (25) members whose dues are currently paid.

C. Written notice of a special meeting, stating the time, place and object of the meeting, shall be mailed postage pre-paid, at least fifteen (15) days before such meeting to each member entitled to vote and to each Officer, Governor and Alternate Governor, at such address as appears on the records of the Association. In the event that it is impractical to hold a special meeting of the membership or the Board of Governors in person, the President is authorized to conduct the business of such meeting by telephone, email, written communication, or any combination thereof.

D. All meetings of this Association and all other activities of this Association shall be conducted so that the present or former rank of the member shall have no bearing upon the right to participate, discuss, or hold office.

VI. LOCAL CHAPTER

A. Inasmuch as members of this Association are widely scattered throughout the United States, authority is vested in the Board of Governors to issue a Charter to any local group which submits evidence of an initial membership of at least fifteen (15) active members, whose dues are currently paid. If sufficient justification is shown, the Board of Governors shall have the power to revoke a Charter from a local chapter, but only after the chapter is given notice and an opportunity to be heard.

B. Local chapters that choose to become inactive or disband shall notify the Association of such action in writing. The Secretary shall post a notice of such action in the Thunderbolt.

VII. DUES

A. The annual dues of this Association shall be set by resolution approved by the Board of Governors and passed by the membership.

B. Annual dues shall be based on the fiscal year, 1 July - 30 June.

C. Any member may resign upon notification to the Secretary.

D. Any member in default, regardless of the number of years, may be re-instated upon payment of the current year's dues.

VIII. OFFICES OF THE ASSOCIATION

A. Each General of the Division shall be an Honorary President of the Association. Other persons may be made Honorary Presidents at any Annual Meeting.

B. The offices of this Association elected by the membership in the Annual Meeting shall be as follows: (a) President, (b) 1st Vice-President, (c) 2nd Vice-President, (d) 3rd Vice-President, (e) Secretary, (f) Treasurer, (g) Counselor, (h) Chaplain, (i) six Governors, of which two shall be elected each year, (j) six Alternate Governors, (k) Sgt. at Arms and Assistant Sgt. at Arms. The offices of Secretary and Treasurer may be held by the same person. After a person has served for three (3) years as a Governor, he or she is not eligible to be elected as a Governor for a period of one year. The term of each office shall continue until a successor is elected.

C. The Board of Governors shall consist of the six (6) Governors, the President, the three (3) Vice-Presidents and the immediate Past President. The President shall be the Chairman of the Board of Governors.

D. All nominees for Governors, Alternate Governors and Officers shall be members in good standing in the Association and in attendance at the Annual Meeting in which they are elected. If a nominee is unable to attend the Annual Meeting, the nominee may present a letter to the Board of Governors stating the reason for the absence and the acceptance of the position if elected.

E. The President need not be from the area of the site of the next Annual Reunion. F. Vacancies in the offices of the Association shall be filled as follows:

1. A vacancy due to the death, resignation or incapacitation of the President shall be filled by the First Vice President. The Second and Third Vice Presidents shall move to the position of First and Second Vice President, respectively.

2. A vacancy due to the death, resignation or incapacitation of a Governor shall be filled by the most senior Alternate Governor.

3. A vacancy in any other office shall be made by the President by interim appointment. Interim appointees shall serve until the next regularly scheduled meeting of the Board of Governors, after which time their term will expire. Interim appointments shall continue until the incapacity ceases or until the next Annual Meeting, whichever first occurs.

G. In the event of death, resignation or incapacitation of a Treasurer an immediate audit shall be ordered. The audit shall be performed by a committee of three individuals appointed by the President after consulting with a majority of the members of the Board of Governors.

IX. DUTIES OF THE PRESIDENT

A. The President shall preside at all meetings of the Association and at all meetings of the Board of Governors during his term of office, and perform all usual duties of the President.

B. The President shall submit to the Annual Meeting of the Association any issues or other matters to be considered, acted upon by the organization, or of which the organization should be informed.

C. The President shall appoint an Audit Committee, a Website Committee, and other such committees as the President deems necessary for the best interests of the Association. Such appointments shall serve during his term of office.

D. The President shall, with the confirmation of the Board of Governors, have the power to appoint as honorary life-time members, any person who does not qualify under Article IV, who has rendered a service to our Division or Association or who has made an outstanding contribution to the welfare of our country or our aims. Special certificates shall be prepared and kept by the Secretary for this purpose. Members may submit their recommendation for this honor to the Board of Governors in writing with evidence of the contribution of the person to be honored.

X. DUTIES OF THE BOARD OF GOVERNORS

A. The Board of Governors shall manage the business of the Association.

B. The Board of Governors shall have the power to fix the compensation of all employees of the Association, subject to confirmation by the membership at the Annual Meeting,

C. The Board of Governors shall keep the Constitution and Bylaws current, and shall post the Constitution and Bylaws on the website of the Association.

D. The Alternate Governors shall attend all Board of Governor meetings. Alternate Governors may participate in discussion, but shall not have the privilege of voting.

E. Meetings of the Board of Governors may be called by the President or by a majority of the Board of Governors. Five (5) members shall be sufficient to constitute a quorum. A majority of those present may pass motions.

XI. DUTIES OF THE SECRETARY

A. The Secretary shall perform duties necessary to carry out the purposes and policies of the Association. The Secretary shall maintain a roll of every member of the Association and shall keep a roll of every person eligible to become a member. The Secretary shall be responsible for the keeping of minutes and records of the Association. The Annual Reunion plans and programs are not the responsibility of the Secretary unless so directed by the President.

B. The Secretary shall supervise the publication of any periodicals or other publications of the Association under the direction of the Board of Governors.

C. The Secretary shall receive all dues and other monetary receipts of the Association and shall transmit such receipts to the Treasurer.

XII. DUTIES OF THE TREASURER

A. The Treasurer shall submit at each Annual Meeting a Financial Statement containing a record of receipts and disbursements. Evidences of receipts and disbursements, the records thereof and all other records of the office shall be kept current and open to inspection by any member of the Board of Governors or an audit committee appointed by the President with the consent of the Board of Governors.

B. The Treasurer shall report a complete inventory of the Association's net worth to the membership at the Annual Meeting. The Financial Statement and Treasurer's Inventory Report shall be furnished to the Audit Committee at least thirty (30) days prior to the Annual Meeting. The Financial Statement and the Treasurer's Inventory Report shall include evidence of an independent audit performed by a qualified Public Accountant. A statement of the auditor's qualifications shall be included with the report.

C. The Treasurer shall prepare and submit to the members of the Board of Governors a proposed annual budget for the forthcoming fiscal year sixty (60) days prior to the Annual Meeting

D. Except for expenses of the Annual Reunion, all checks and other demands for money and promissory notes of the Association shall be signed by the Treasurer; however, the President shall be a signatory on the checking account and on all other financial accounts and investments. The President's execution of checks or other demands of payment shall be exercised by him in the event the Treasurer is unable to sign checks or the demands for payment.

XIII. DISSOLUTION

A. The dissolution of the Association shall be by a majority vote of the members of the Association with current dues paid. For purposes of dissolution, a majority vote shall be defined as sixty (60) per cent of the members in attendance at the Annual Meeting, or sixty (60) per cent of the members participating in a special meeting. The vote shall be conducted by secret ballot.

B. Upon dissolution of the Association, all liabilities of the Association shall be paid. Any remaining assets shall be distributed as determined by a majority vote of the Board of Governors.

C. The President shall appoint a standing committee on dissolution.

XIV. BYLAWS

The Association may adopt such Bylaws in accordance with this Constitution as shall be appropriate.

XV. AMENDMENTS

A. This Constitution may be amended only at the Annual Meeting. The Secretary shall notify the membership at least ninety days (90) prior to the Annual Meeting by mail of any amendments to be considered at the Annual Meeting.

B. The Bylaws may be amended only at the Annual Meeting following the Old Board of Governor's Meeting at which time the amendment was adopted.

C. All amendments to this Constitution and the Bylaws shall be incorporated at the proper place in the Constitution or Bylaws, such placing to be approved by the Counselor and the Board of Governors.

D. Amendments to the Constitution and Bylaws shall be incorporated into the original documents, and shall be annotated to indicate the date on which the amendment became official. The Secretary shall furnish copies of the current Constitution and Bylaws to the Board of Governors prior to each meeting.