ARTICLE I
OFFICES
Section 1.
The registered office of the corporation shall be in the city of Washington, District of Columbia.
Section 2.
The corporation may have such other offices within and without, the District of Columbia as the Board of Directors may from time to time determine.
ARTICLE II
MEMBERSHIP
Section 1.
Any person interested in furthering the objectives of the United States Commission as set forth in its Articles of Incorporation shall become a member upon submitting an acceptable application and paying the stipulated annual dues.
Section 2.
Membership in the Commission shall consist of three classes:
General, Student and Institutional. The specific qualifications of each class of membership are: (a) General – individuals who subscribe to the objectives of the United States Commission and who fulfill the requirements for membership, except as listed in (b) or ©) below; (b) Student – fully accredited students at a recognized institution of higher learning who present the written endorsement of a faculty member of that institution; ©) Institutional – institutions or organizations with interest in the objectives of the United States Commission on Military History.
Section 3.
Annual dues for General, Student, and Institutional Members shall be established by the Board of Trustees.
Section 4.
(a) All members in good standing shall have the right to attend all meetings of the US Commission and Colloquia of the International Commission on Military History. All members, except Institutional Members, shall have the right to hold office and to vote at the Commission’s meetings and in its elections by mail ballot. Each member shall be supplied without additional charge one copy of the newsletter or other official publications of the United States Commission while he is a member; shall receive a copy of the Articles of Incorporation and the By-Laws; and shall have such other privileges as may be prescribed by the Board of Trustees.
(b) Membership in good standing is defined as paid membership certified by the Secretariat at least thirty days before participation in an election or in the Annual Membership Meeting.
Section 5.
Annual dues are to be paid in advance by the first day of each year. New membership shall become effective at the beginning of the year in which application is received and dues are paid. Any member whose dues become six months in arrears shall be suspended.
ARTICLE III
BOARD OF TRUSTEES
Section 1.
The Board of Trustees shall consist of (a) eight members elected by the members of the Commission, and (b) those officers or former officers of the Commission who, in accordance with Article VI of the By-Laws, serve ex officio as members of the Board. Elected Trustees shall serve for terms of four years, beginning at the conclusion of the Annual Meeting subsequent to their election. They shall be eligible for re-election to one additional term. After one term out of office, a former Trustee shall again be eligible for election to that office. Any vacancy on the Board of Trustees shall be filled until the next biennial election by a majority vote of the Board of Trustees.
Section 2.
The Board of Trustees shall have power to employ and pay necessary staff members; to oversee the funds of the Commission; to approve the President’s appointment of the Secretary-General and such other officers and committee members of the US Commission as may be required; to approve the President’s appointment of representatives to Committees of the International Commission on Military History; to nominate candidates to elective offices of the International Commission on Military History; to authorize meetings of the Commission, both domestic and international; and to transact other business necessary or incidental to the attainment of the purposes of the Commission.
Section 3.
The Board of Trustees shall meet annually, prior to the Annual Membership Meeting, and when called by the Executive Committee under Article VII, Section 1. of the By-Laws. The Board may reach decisions at meetings with the concurrence of a majority vote of attending members, a quorum having been reached 1 or through correspondence filed with the Secretariat when a majority of the voting members of the Board of Trustees concurs.
Section 4.
A quorum of the Board of Trustees shall be a majority of the voting members: the President, Vice President, immediate past President, and eight elected Trustees.
Section 5.
A voting member of the Board of Trustees who is unable to be present at a called meeting may appoint another member to vote his proxy on a specific issue to be considered at that meeting. The proxy shall be in writing, shall state the specific issue or issues for which is it given, and shall be signed by the member of the Board making the appointment. A copy of the proxy shall be attached to the Minutes of the Meeting. The proxy shall terminate at the adjournment of the meeting for which it is given, and shall not be counted toward the achievement of a quorum.
ARTICLE IV
OFFICERS
Section 1.
The Officers of the Commission shall consist of an elected President and Vice-President, an appointed Secretary-General, and such additional officers as shall be designated by the Board of Trustees.
Section 2.
The President and Vice-President shall be elected biennially for terms of two years each, beginning at the conclusion of the Annual Meeting subsequent to their election. Each shall be eligible for re-election to that office for one additional term. After one term out of office, a former President or Vice-President shall again be eligible for that office.
Section 3.
The Secretary-General shall be appointed by the President, subject to the approval of the Board of Trustees, for a two-year term with unlimited eligibility for reappointment.
Section 4.
In the event of the death or resignation of the President, the Vice-President shall succeed to the Presidency until the end of the biennial term, and the Board of Trustees shall, by majority vote, elect a new Vice-President to serve until the next biennial election. In the event of the death or resignation of the Vice-President, the Board of Trustees shall, by majority vote, elect a new Vice-President to serve until the next biennial election.
ARTICLE V
ELECTIONS
Section 1.
(a) Elections shall be held biennially by mail ballot. The Nominating Committee shall present a slate of candidates for the following offices: President, Vice-President, four members of the Board of Trustees, and (see Article VII, Section 2. of the By-Laws) alternately one or two members of the Nominating Committee. This slate shall be announced to the membership by the Secretariat via mail notice no later than 120 days before the announced date of the Annual Meeting.
(b) Additional nominees for any elective office shall be placed on the ballot when proposed by petition signed by ten members in good standing. In order to be placed on the ballot, such additional nominations must reach the Chair of the Nominating Committee within thirty days of mail announcement of the slate proposed by that Committee.
(c) The Chair of the Nominating Committee shall certify the names to be placed on the ballot to the Secretariat not later than eighty days prior to the date of the Annual Meeting. The Secretariat shall mail the official election ballot to the membership not later than seventy days prior to the Annual Meeting, for return not later than fifty days prior to that Meeting. When necessary, runoff ballots shall be ‘nailed to the membership by the Secretariat not later than thirty days prior to the Annual Meeting for return not later than ten days prior to that meeting. The election results, certified by the Nominating Committee, shall be announced at the Annual Membership Meeting.
(d) No person shall be a candidate for more than one office in the same election.
Section 2.
(a) The candidates for the offices of President and Vice-President who receive the majority of votes cast shall be elected. In the event of a tie, a runoff election may be necessary. In the event that more than two candidates are nominated for either office, an additional election or elections shall be held, if necessary, to determine the majority candidate.
(b) The alternately one or two candidates for the Nominating Committee and the four candidates for Trustee who receive the highest number of votes cast shall be elected. In the event of a tie, a runoff election may be necessary.
ARTICLE VI
POWERS AND DUTIES OF OFFICERS
Section 1.
The President shall be the principal executive officer of the Commission. He shall supervise the work of all committees, formulate policies for presentation to the Board of Trustees, and execute its decisions. He shall, subject to the approval of the Board of Trustees, appoint the Secretary General and members of all committees except the Nominating Committee and the Chair of the Long-Range Planning Committee. He shall sign all documents requiring official certification. The President shall serve ex officio as a voting member of the Board of Trustees and shall preside at all Membership, Executive Committee, and Trustee meetings. A retiring President shall retain voting membership on the Board of Trustees for two years after the expiration of his term of office as President.
Section 2.
The Vice-President shall preside at Membership and Trustee meetings in the absence of the President, shall chair the Long-Range Planning Committee, serve on the Executive Committee, and have such other powers and duties as assigned by the President or Board of Trustees. The Vice-President shall serve ex officio as a voting member of the Board of Trustees.
Section 3.
(a) The Secretary-General shall be the principal administrative officer of the Commission, shall serve on the Executive Committee and, without vote, as an ex officio member of the Board of Trustees. The Secretary-General may delegate the duties of his office to his principal assistants in the Secretariat, including the Recording Secretary, the Treasurer and the Newsletter Editor. These assistants shall be appointed by the President upon the recommendation of the Secretary-General, subject to the approval of the Board of Trustees. Their terms shall coincide with that of the Secretary-General.
(b) The Secretary-General and his principal assistants shall have the general powers and duties of their respective offices, as well as such additional powers and duties as the President or Board of Trustees may from time to time confer upon them. These duties shall include, but are not limited to, the following:
(1) having custody of all records and documents pertaining to the Commission and being responsible for their preservation;
(2) being in charge of all Commission correspondence, both international and domestic;
(3) keeping an accurate and up-to-date roll of the members of the Commission in good standing and issuing a notification of membership and copies of the Articles of Incorporation and By-Laws to each new member;
(4) giving timely notice of all Membership and Trustee meetings and keeping accurate minutes of all such meetings, using recording devices when deemed necessary;
(5) being responsible for delivery of all mail ballots to the members, delivering the unopened returned ballots to the Nominating Committee for tabulation, and retaining the ballots for possible inspection for a period of six months;
(6) from time to time, by means of a newsletter and other media, informing the membership and other panics of the activities relevant to the Commission’s interests;
(7) managing all funds and securities in the name of the Commission under the direction of the Board of Trustees, submitting bills for dues to the members, and preparing an annual budget for approval by the Board of Trustees. Accounts shall be audited in a manner designated by the Board of Trustees.
ARTICLE VII
COMMITTEES
Section 1.
The Executive Committee of the Board of Trustees shall be composed of the President, the Vice-President and the Secretary-General, and such members of the Board of Trustees and other non-voting individuals as the President selects. The Executive Committee shall meet at the call of the President to handle routine matters concerning the Commission and shall report these actions to the full Board of Trustees at the next scheduled meeting. The Executive Committee is empowered to call special meetings of the Board of Trustees to meet extraordinary requirements and circumstances.
Section 2.
The Nominating Committee shall consist of three members in good standing who hold no other office in the Commission. Members of the Nominating Committee shall serve for a term of four years, with alternately one member being elected and then two. Those serving shall not be eligible for re-election without a break in service. The Nominating Committee Chair shall be elected biennially by the members of the Committee. If a post on the Nominating Committee becomes vacant, the Secretary~General shall solicit nominations from the membership by mail and subsequently submit to the membership a ballot consisting of the names of the two nominees with the highest number of recommendations.
Section 3.
The Long-Range Planning Committee shall consist of not fewer than three members in good standing, appointed by the President for two-year terms with unlimited eligibility for reappointment. The Committee shall be chaired by the Vice-President. The Long-Range Planning Committee shall be responsible for developing the long-range program of colloquia of the United States Commission in coordination with the International Commission on Military History.
ARTICLE VIII
MEETINGS
Section 1.
The Board of Trustees shall meet annually, prior to the Annual Membership Meeting, and when called by the Executive Committee.
Section 2.
There shall be an Annual Membership Meeting open to all members in good standing. The Board of Trustees shall set and announce the tentative date and place of the Annual Meeting one year in advance of that meeting. Notice of the final time and place of the meeting shall be mailed by the Secretariat to each member of the Commission at least two months prior to that meeting. The members present shall constitute a quorum at the Annual Membership Meeting.
Section 3.
Resolutions approved at the Annual Membership Meeting which in the judgment of the Board of Trustees require approval by the full membership of the Commission shall be submitted by the Secretariat to the full membership by mail ballot for final approval or disapproval.
ARTICLE IX
AMENDMENTS
Section 1.
Amendments to the By-Laws may be proposed by ten members in good standing or by any member of the Board of Trustees.
Section 2.
Amendments, once proposed, must be approved by a majority vote of the Board of Trustees, followed by a majority vote of those members participating in a mail ballot conducted by the Secretariat.
ARTICLE X
PARLIAMENTARY AUTHORITY
Section 1.
The current edition of Roberts Rules of Order shall be the parliamentary authority for all matters and procedures not specifically covered by these By-Laws.
ARTICLE Xl
GENDER AND NUMBER
Section 1.
Whenever the context so requires, the feminine shall be substituted for the masculine, singular for plural, and vice versa.
ARTICLE XII
DISSOLUTION
Section 1.
In the event of the dissolution or termination of the Commission, title to and possession of all property of the Commission shall pass forthwith to such organization or organizations qualified for exemption under Section 501©)(3) of the Internal Revenue Code of 1954, as Amended, that in the opinion of the Board of Trustees is or are best fitted to carry on the purpose of the Commission.
ARTICLE XIII
EFFECT
Section 1.
These By-Laws supersede in their entirety all other By-Laws heretofore adopted by the Commission.
Date of Adoption: