BY-LAWS

BY-LAWS  of the ARIZONA ARMY SECURITY AGENCY ASSOCIATION

ARTICLE I — MEMBERSHIP

A.  The Association recognizes and authorizes only one type of membership -- "Member." Refer to Article Ill of the Constitution.

B.  Surviving spouses of deceased Members of the Association may participate as Members in all functions, activities, business meeting votes, and events of the Association and are exempt from paying dues.

C.  To retain membership in the Association, a Member must be in "good standing." A Member is in good standing if the Member: (a) pays all required dues and fees in a timely manner; (b) has not made any material misrepresentations, false statements or errors in his/her application for membership; and (c) has not been convicted of a felony or other acts that the Board of Directors deems damaging to the reputation, goals, or interests of the Association.

D.  Members who are found to be not in good standing shall be removed upon a majority vote of the Board of Directors and notified by letter or email.

E.  Only Members may attend business meetings, vote, and hold office.

ARTICLE II — ASSOCIATION OFFICERS

A. PRESIDENT

(1)      The President shall be a voting member of and serve as the Chair of the Board of Directors of the Association.

(2)      The President shall preside over all meetings of the Board of Directors and the annual Association business meeting.

(3)      After consulting with other Board Members, the President shall appoint Members to temporarily replace elected officers when elected officers cannot serve the remainder of their terms or when elected officers are temporarily incapacitated or otherwise unavailable for service. Temporary officers shall serve until the next annual business meeting of the Association when elections are held for vacant offices.

(4)      The President's term of office shall be two (2) years beginning on the date of his/her election at the annual Association business meeting.

(5)      The President may serve no more than two (2) consecutive (2-year) terms.

(6)    The President may be removed from office for any reason upon a vote of two-thirds of the Members voting at the annual Association business meeting.

(7)    If the President cannot complete his/her term of office for any reason, including but not necessarily limited to, extended absence, prolonged illness, resignation, or removal from office, the 1st Vice President shall become and serve as the President until the next annual Association business meeting.

B. 1st VICE PRESIDENT

(1)  The 1st Vice President shall be a voting member of the Board of Directors.

(2)  The 1St Vice President shall serve as the President of the Association whenever the President is absent or cannot serve as President in accordance with Article II, A., 7., above.

(3)  The 1st Vice President's term of office shall be two (2) years beginning at the date of his/her election at the annual Association business meeting.

(4)  The 1st Vice President may serve no more than two (2) consecutive two-year terms.

(5)  The 1st Vice President may be removed from office for any reason upon a vote of two-thirds of the Members voting at the annual Association business meeting.

(6) If the 1St Vice President cannot complete his/her term of office for any reason, including but not necessarily limited to, extended absence, prolonged illness, resignation or removal from office, the President shall appoint an interim 1st Vice President to serve until the next annual Association business meeting.

C. 2nd VICE PRESIDENT

(1)  The 2nd Vice President shall be a voting member of the Board of Directors.

(2)  The 2nd Vice President shall serve as the 1St Vice President of the Association whenever the 1st Vice President is absent or cannot serve as 1st Vice President for any reason, including but not limited to, extended absence, prolonged ill health, resignation or removal from office.

(3)  The 2nd Vice President's term of office shall be two (2) years beginning at the date of his/her election at the annual Association business meeting.

(4)  The 2nd Vice President may serve no more than two (2) consecutive two-year terms.

(5)  The 2nd Vice President may be removed from office for any reason upon a vote of two-thirds of the Members at the annual Association business meeting.

(6) If the 2'd Vice President cannot complete his/her term of office for any reason, including but not necessarily limited to, extended absence, prolonged illness, resignation, or removal from office, the President shall appoint an interim 2nd Vice President to serve until the next annual Association business meeting.

D. SECRETARY

(1)  The Secretary of the Association shall take, keep, and distribute the summary minutes of all meetings of the Board of Directors and the Association — including regular, ad hoc meetings, and the annual Association business meeting. The Secretary shall post the summary minutes on the Association's website in a timely manner.

(2)  The Secretary of the Association shall be a voting member of the Board of Directors.

(3)  The Secretary's term of office shall be two (2) years beginning at the date of his/her election at the annual Association business meeting.

(4)  The Secretary may serve no more than four (4) consecutive two-year terms.

(5)  The Secretary may be removed from office for any reason upon a vote of two-thirds of the Members at a business meeting of the Association.

(6)  If the Secretary cannot complete his/her term of office for any reason, including but not necessarily limited to, extended absence, prolonged illness, resignation, or removal from office, the President shall appoint an interim Secretary to serve until the next regular annual Association business meeting.

E. TREASURER

(1)  The Treasurer shall keep the financial records of the Association. The Treasurer shall post annual summary financial statements on the Association's website in a timely manner. Additional, detailed financial information shall be provided by the Treasurer to any Member on request.

(2)  The Treasurer shall be a voting member of the Board of Directors.

(3)  The Treasurer's term of office shall be two (2) years beginning at the date of his/her election at the business meeting of the Association.

(4)  The Treasurer may serve no more than four (4) consecutive two-year terms.

(5)  The Treasurer may be removed from office for any reason upon a vote of two-thirds of the Members at a business meeting of the Association.

(6)  If the Treasurer cannot complete his/her term of office for any reason, including but not necessarily limited to, extended absence, prolonged illness, resignation, or removal from office, the President shall appoint an interim Treasurer to serve until the next regular annual Association business meeting.

(7)  FINANCIAL RECORDS: Financial records shall be kept and maintained by the Treasurer using common, standard, "cash-based" accounting practices in an electronic format and using software to be approved by the Board of Directors and paid for by the Association. Duplicate records (backups) shall be created and kept in a manner and location specifically approved by a majority vote of the Board of Directors.

(8)  ROUTINE OPERATING EXPENSES: The Treasurer shall have the authority and responsibility to make payments for routine, regular, and customary Association operating expenses not to exceed an amount established by the Board of Directors. That amount shall not be exceeded without specific approval by a majority vote of the Board of Directors.

(9)  EXTRAORDINARY EXPENSES: The Treasurer shall request in writing permission from the Board of Directors prior to making other "extraordinary payments"-- exceeding the amount established by the Board of Directors pursuant to sub-paragraph (9) above. The Chair of the Board of Directors may personally authorize "extraordinary payments" if it is impracticable, difficult, or impossible for the Board of Directors to meet in a timely manner. In such cases, the Chair shall notify the other Board members of the amount and nature of the extraordinary payment by email or telephone as soon as possible.

(10) BORROWING MONEY: No Member of the Board of Directors — including the Treasurer -­- is authorized to borrow money or to otherwise obligate the Association financially without the specific, written approval of the majority of the Board of Directors.

ARTICLE III —DUES AND FEES

A.  Revenue shall be generated by the Association through the collection of membership dues, fees, the sale of Association related memorabilia, clothing, and similar items, fundraisers, etc., approved in advance by a majority vote of the Board of Directors.

B.  Revenues shall be spent only for reasonable and customary operating expenses and other authorized extraordinary expenses directly related to the Association.

C.  Members may be assessed fees for certain events and purposes, including but not limited to the annual Association reunion and business meeting, capital expenditures for the Association (e.g., office equipment), unanticipated expenses, or to makeup shortfalls in revenues generated from dues and other sources [reference Article III, A., above]. Fees may only be assessed if recommended by the Treasurer and approved by a majority of the Board of Directors.

D. MEMBERSHIP DUES

(1)  Membership dues of $20 shall be due and payable every TWO YEARS, beginning at the date the applicant is approved for membership.

(2)  As a convenience to Members, and to reduce bookkeeping, additional membership dues may be paid in advance at the rate of $20 for each two-year period.

(3)  All pre-existing "Life Memberships" shall be honored. Previous "Life Members" shall become "Members" without any additional requirement to pay future dues.

(4)  Membership dues become due and payable not later than 60 days after the expiration of the previous, paid-up, two-year membership period, or (for new Members) 60 days after the new Member is notified of his/her acceptance.

(5)  Members who do not pay their two-year membership dues within a "grace period" of 120 days after their dues become payable (i.e., after the 60-day period) shall automatically lose their Membership in the Association. No vote of the Board of Directors is necessary.

(6)  At its sole discretion, the Board of Directors may waive dues and fees for individual members, on a case-by-case basis, for financial hardship or other good reasons upon a majority vote the Board of Directors. Such cases shall be reviewed and voted upon in camera (privately) and not published in minutes or posted on the Association website.

(7)  As proof of membership in the Association, new and existing Members (in good standing) shall be provided with a permanent Association membership card that shall also be used as an ID badge to be worn at all annual Association business meetings and reunions. Members who lose their Association membership cards shall be assessed a fee of $10 for a replacement card.

ARTICLE IV — COMMITTEES and AMBASSADORS

A. ESTABLISHMENT OF COMMITTEES

(1)   The Board of Directors shall establish and staff necessary permanent (standing) and ad hoc (temporary) committees.

(2)  The Board of Directors shall establish in writing the goals and objectives for each committee and shall post this information -- including the names of the committee chairs and members -- on the Association's website in a timely manner.

(3)  The Board of Directors shall select and appoint the chairs and committee members and establish their terms of service.

(4)  The Board of Directors may dissolve a committee or remove the chair or individual members upon a majority vote of the members of the Board of Directors.

(5)  Permanent Committees [standing committees] shall include, but are not necessarily limited to, the Membership Committee, Association Website Committee, and the Annual Reunion Committee.

B. AMBASSADORS

(1) The Board of Directors shall solicit, select, and appoint Members to become Association "Ambassadors" to represent and promote the Association in major cities and regions of Arizona .

(2) The Board of Directors shall establish in writing the goals and objectives of the Ambassadors, their term of service, and other duties and obligations. The goals/objectives, names, and contact information for Ambassadors shall be posted on the Association website.

(3) The Board of Directors may nominate certain Ambassadors to serve as "at large" members of the Board of Directors. After approval of a majority of the Members at the annual business meeting, such "at large" members of the Board shall have all the rights and obligations as Association officers who serve on the Board.

ARTICLE V —BOARD OF DIRECTORS

A.  CHAIR AND MEMBERS

Reference Article V, paragraph A. of the Association's Constitution. The Board of Directors shall be consist of all five (5) Association officers and other "at large" Board Members (if any) so that there is always an odd number of Board Members -- not less than five (5) and not more than nine (9).

B. Regular and ad hoc meetings of the Board of Directors shall be called by the Chair and shall be conducted at a date, time, and place mutually convenient to a majority of the Board members.

C.  A "quorum" of Board of Directors shall be a defined as a simple majority of all regular and "at-large" Board Members. [For example, if there are 5 regular Board Members and 4 "at-large" Board Members — 9 total Board members -- five (5) Board Members would be required for a quorum.]

D.  Board of Director meetings shall not be conducted and no votes shall be taken without the presence of a quorum; however, a Board Member may vote without being physically present at the meeting if the Member participates via telephone conference call (or video/audio conference) in the entire discussion/debate of the topic being voted on.

E.  The Association Secretary shall keep written minutes of all Board meetings. Summary minutes of each meeting shall be distributed by email to each attending Board Member (including those unable to physically attend) for review and comment.

F.  If the Secretary cannot attend and/or take minutes, the Chair shall appoint an attending Board Member to do so.

ARTICLE VI —ANNUAL BUSINESS MEETINGS AND REUNIONS

A.  The annual Association business meeting shall be held during the same period of time and at the same venue as the annual Association reunion.

B.  The location of next regular annual business meeting and reunion shall be determined by a majority vote of Members during the current business meeting.

C.  At each annual business meeting, the Association President shall solicit participants and appoint members to the Reunion Committee. The Chair of the Reunion Committee may be selected by the appointed members of the Committee or the Chair of the Boartl of Directors.

D.  Annual Association business meetings and reunions may be held at the same venue for no more than two (2) consecutive years without the approval of the majority of the Members.

E.  The agenda for the annual business meeting shall be established by the Board of Directors in advance of the meeting. The agenda shall be posted on the Association website for a review period of not less than one (1) week prior to the date of the meeting.

F.  The agenda for the annual business meeting shall include reports from the President, Treasurer, and all permanent committee chairs. The agenda shall also include a period for Members to discuss old business, new business, and any proposed amendments to the Association's Constitution or Bylaws. The agenda may include other topics proposed by Members -- if approved in advance by the Board of Directors.

ARTICLE VII — RULES OF ORDER

A.  All annual Association business meetings shall be typically conducted in accordance with "Robert's Rules of Order.

B.  Ad hoc meetings may be conducted in accordance with "Robert's Rules of Order." If informal, ad hoc meetings are not conducted in accordance with Robert's Rules of Order, a simple majority of the attending Members may require that they be so conducted.

ARTICLE VIII — AMENDMENTS TO BYLAWS

A.  These Bylaws may be changed, revised, altered, or rescinded by a majority vote of the Members at the annual Association business meeting.

B.  All proposed changes to the Bylaws must be made in writing and submitted to the Chair of the Board of Directors who will see that they are posted on the Association website for a review by the Members for a period of not less than 7 calendar days prior to the date of the next annual business meeting.

C.  Prior to the vote on the proposed By-Law amendments, each attending Member may speak for or against the proposed Amendment for a period of no more than five (5) minutes.

ARTICLE IX —ADOPTION

These Bylaws have been approved by at least two-thirds of the Association Members of the 2011 annual business meeting held at the Desert Diamond Casino, Tucson , AZ on August 20, 2011, as attested to by the Members of the Board of Directors:

Signatures of approving Board of Directors on file with Association Secretary.  Approval of Board of Directors and Membership was unanimous.