The United States Air Force Military Training Instructor Association
A Nonprofit Corporation
1.01 Principal Office: The Principal Office of the Corporation in the State of Texas shall be located in the city of San Antonio, County of Bexar. The Corporation may have such other offices either within or without the State of Texas as the Board of Directors may determine or as the affairs of the Corporation may require.
1.02 Registered Office and Registered Agent: The Corporation shall have and continuously maintain in the State of Texas a registered office, and a registered agent whose office is identical with such registered office, as required by the Texas Non-Profit Corporation Act. The registered office may be, but need not be identical with the principal office of the Corporation in the State of Texas, and the address of the registered office may be changed from time to time by the Board of Directors.
2.01 Classes of Members: The Corporation shall have four classes of members. All applicants for membership must serve honorably and if separated from the service, must have received an Honorable Discharge. The designation of such classes and qualification and rights of members of such classes:
- Founding Members: Founding membership is reserved for those individuals who qualify for membership under these bylaws and join the association between its inception on June 3, 2002 and December 31, 2002. Founding Members have voting privileges.
- Regular Members: Regular Active Membership will be offered to those individuals who are currently serving or have served as Air Force Military Training Instructors (MTIs) and were never permanently removed from the program. Furthermore, if separated or retired, members must have received an Honorable Discharge. Regular Members have voting privileges.
- Life Members: Members who meet the requirements of Regular Active Membership and have met the established financial criteria or have been awarded this honor by the Board of the Directors. Life Members have voting privileges.
- Honorary Membership: Certain individuals may be selected by the Association to be honored with a non-dues paying membership. Any member may recommend an individual to the Board of Directors as a nominee to be so honored. A majority decision by the Board of Directors is required for passage. Honorary Members do not have voting privileges.
2.02 Eligibility for Membership: In the absence of contrary evidence, membership applications shall be assumed to be correct and to prove eligibility for the class of membership requested unless it is insufficient on its face.
2.03 Voting Rights: Each member who is entitled to vote may cast one vote on each matter submitted to a vote of the members. Members unable to attend the annual general membership meeting my vote electronically on issues presented prior to the annual meeting. For matters that are raised at the general membership meeting, electronic voting after the fact is not permitted.
2.04 Termination of Membership: The Board of Directors by majority affirmative vote of all members of the board may suspend or expel a member for cause after an appropriate hearing and may by majority vote of those present at a regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership.
2.05 Resignation: Any member may resign by filing a written resignation to the Board of Directors, but said resignation will not relieve the member of the obligation to pay any dues, assessments or other charges therefore accrued or unpaid.
2.06 Reinstatement: Upon written request signed by a former member and filed with the Board of Directors may, by the affirmative majority vote of the members of the Board, reinstate such former member to membership on such terms as the Board may deem appropriate.
2.07 Transfer of Membership: Membership in the Corporation is not transferable or assignable.
3.01 Annual Meeting: An Annual meeting of the membership shall be held each year for the purpose of electing Directors and for the transaction of other business as may come before the meeting.
3.02 Place of Meeting: The place of the annual meeting will be established and announced to the membership at such time to allow for ample scheduling and preparation by the membership.
3.03 Special Meeting: Special Meetings of the members may be called by the Board of Directors or upon the direction of the President of the Board of Directors.
3.04 Notice of Meetings: Advance written or printed notice stating the day, place and hour of any meeting of the members shall be delivered either personally or by mail/electronic mail to each member entitled to vote. In the alternative, notice of meetings may be posted on the official Corporation website.
3.05 Quorum: The presence at meeting of one percent (1%) of the members eligible to cast a vote shall constitute a quorum at such meeting. 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.
Powers, Composition, and Procedures of the Board of Directors
4.01 General Powers: The property, business and the affairs of the Association shall be managed and controlled by its Board of Directors. Directors need not be residents of Texas. The Board shall have the power to remove from office Directors for cause; to elect replacement Directors of the Association until the next annual meeting, upon removal, resignation, death or inability/unwillingness to serve of any Director; to create or abolish any such offices as the board may deem advisable; to create salaries or other forms of compensation, if any, of all officers and directors. In short, the Board of Directors shall have authority to exercise all powers of the Association which are not reserved to the members by statute, these bylaws, or the Articles of Incorporation.
4.02 Board of Directors Composition: The Board of Directors of the Corporation shall consist of the following positions:
- One or more Vice Presidents;
- Superintendent of Air Force Basic Military Training.
With the exception of the BMT Superintendent who serves based on his or her assignment to the position, each of these positions will be manned by eligible Association members who have been voted into such position by a majority vote of the members of the Corporation. Additional directors may be elected in accordance with this article. The Board of Directors may elect or appoint other such directors as deemed desirable who shall have the authority to perform their prescribed duties. These additional electees or appointees shall have equal voting power with other Board of Directors.
4.03 Regular Meetings: An annual meeting of the Board of Directors shall be held in conjunction with the annual meeting of the membership. The Annual Meeting of the Board of Directors may be held without notice other than this bylaw. Directors are required to attend all Board Meetings unless specifically excused. Electronic/Telephonic conferences may be held in lieu of an actual physical meeting.
4.04 Special Meetings: Special meetings of the Board of Directors may be called. The person/persons authorized to call special meeting of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meetings of the Board.
4.05 Notice of Special Meetings: Notice of any special meeting of the Board of Directors shall be given by mail/electronic mail to each Director with ample time given to provide for preparation/scheduling needs. Any Directory may waive notice of any meeting.
4.06 Compensation: Directors shall not receive any stated salaries for their service, but a fixed sum of expenses of attendance may be allowed for attendance at each Regular or Special meeting of the Board.
4.07 Informed Action by Directors: Any action required by law to be taken at a meeting of the Directors may be taken without a meeting if consent in writing setting forth the action is signed by all Directors.
4.08 Quorum: At all meetings of the Board, except as otherwise provided by law, these bylaws or the Articles of Incorporation, five (5) Directors shall constitute a quorum, and the act of three (3) of the Directors present at any meeting at which there is a quorum shall constitute the act of the Board except when four (4) or more Directors would be required to constitute a simple majority. If at any meeting of the Board there is less than a quorum present, a majority of these present may adjourn the meeting without further notice.
Election of Board of Directors
5.01 Election: Directors shall be nominated and elected by the voting membership by majority vote. In order to be eligible to serve as a Director, a nominated individual must be eligible to be a member of the Corporation and be a member in good standing (i.e., dues paid up). Each Director shall hold office until a successor has been elected.
5.02 Removal: The Board of Directors shall have complete authority to declare vacant the Directorship of any Director for cause. Any member of the Board may be removed by a petition signed by a majority of the voting members of the association. The Director suspended will maintain such status until the next annual meeting where the case will be placed before the membership for determination and upon majority vote of the members present the Director shall be removed from the Board.
5.03 Resignation: Any Director may resign at any time giving written notice to the President of the Board of Directors.
5.04 Vacancies: The Board of Directors will fill any vacancy occurring in the Board of Directors. A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor’s office.
5.05 President: The President of the Board of Directors shall be the principal executive officer and shall in general supervise and control all of the business and affairs of the Corporation. The term of office for the President shall be two years.
5.06 Vice President: The Vice President or Vice Presidents in order of election, in the absence of the President or in the event of the President’s inability or refusal to act, shall perform the duties of the President and who so acting shall have all the powers of and be subject to all restrictions inherent upon the President. The term of the Vice President shall be two years.
5.07 Treasurer: The Treasurer shall be responsible for all funds, accounts, drafts, checks and deposits of the Association. The Treasurer shall faithfully and honestly discharge his/her duties assigned by the President of the Board of Directors. The Treasurer shall ensure that an annual financial report is prepared for presentation to the membership; provide for an annual audit of the Associations books and conduct all financial business of the Association/Membership under the supervision and approval of the Board of Directors and the Membership. The term of the Treasurer shall be two years.
5.08 Secretary: The Secretary shall keep the minutes of the meetings of the members and the Board of Directors; report the minutes at the next meeting of the membership/Board of Directors, assist the other Directors or Agents as needed and perform any other duties which may be assigned. The term of the Treasurer shall be two years.
5.09 Assistant Treasurer/Secretary: Assistant Treasurers/Assistant Secretaries in general shall perform such duties as assigned by the Treasurer or Secretary or by the President of the Board of Directors. The term of individuals serving in these positions shall be two years.
5.10 Senior Advisor: The Senior Advisor will be the immediate past President. He or she will serve as an advisor to the Board of Directors, but does not possess voting privileges. If the most immediate past President does not desire to serve in this capacity, the most recent President willing to serve shall fill this position.
6.01 Executive Director: The Corporation reserves the right to appoint an Executive Director. If appointed, the Executive Director would manage the day-to-day affairs of the Corporation. This person may or may not receive compensation. If salaried, the salary shall be determined by the Board of Directors. The appointment of an Executive Director would be by the majority vote of the Board of Directors. There is no restriction to the time an Executive Director can serve. If appointed, the Executive Director must be a member of the Association.
6.02 Responsibilities: The Executive Director shall provide a complete accounting of all funds, maintain membership rolls, maintain minutes of all meetings, provide a detailed financial statement for distribution at the annual meeting of the general membership, and perform such other duties as the Board of Directors shall assign.
6.03 Right of Removal: The Board of Directors may remove, by majority vote, the Executive Director at any time and for any reason.
7.01 Committees: The Board of Directors, by majority vote, may establish committees as it deems appropriate.
7.02 Rules: Each committee may adopt rules for its own government not inconsistent with these bylaws or with rules adopted by the Board of Directors.
7.03 Quorum: Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Contracts, Checks and Drafts, Deposits and Gifts
8.01 Contracts: The Board of Directors may authorize any officers, agent or agents of the Corporation, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of an on behalf of the Corporation. Such authority may be general or confined to specific instances.
8.02 Checks and Drafts: All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instrument shall be signed by the Executive Director, the Treasurer or an Assistant Treasurer and countersigned by the President or a Vice-President of the Corporation.
8.03 Deposits: All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
8.04 Gifts: The Board of Directors may accept on behalf of the Corporation any contribution, gift, bequest, or device for the general purpose or for any special purpose of the Corporation.
Books and Records
9.01 Books and Records: The Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Members and Board of Directors meetings. A current copy of these books/records shall be maintained at the Registered or Principal office. All books and records may be inspected by any member or their named agent for specific purpose at any reasonable time.
10.01 Fiscal Year: The fiscal year of the Corporation shall begin the first day of January and end the last day of December each year.
11.01 Annual Dues: The Board of Directors may determine from time to time the amount of annual dues payable to the Corporation by members of each class.
11.02 Payment of Dues: Dues shall be payable in advance upon application for membership and shall become due each year thereafter on the anniversary of membership.
11.03 Default and Termination of Membership: When any member may be in default in the payment of dues for a period of 90 days from the day such dues becomes payable, his/her membership may be terminated.
12.01 Dissolution: The Board of Directors may adopt a resolution recommending that the Corporation be disbanded and directing that the question of such dissolution be submitted to a vote at a meeting of members having voting rights. A resolution to dissolve the Corporation shall be adopted upon receiving a majority vote of eligible voting membership.
Amendments to Bylaws
13.01 Amendments to Bylaws: The bylaws may be amended, altered or appealed and new bylaws may be adopted by a majority vote of the general membership at any regular meeting. Proposed amendments must be made available to the general membership at least 30 days prior to its consideration. Availability of proposed amendments may be made by regular mail, electronic mail, posting on the Corporation website, or any other method that ensures the membership as a whole has access to the proposed amendment. If there is any question as to whether or not proposed amendments have reached the membership, the majority vote of the Board of Directors shall control.