OUR MISSION

We are a group of Vietnam veterans wishing to reconnect with those we served with and to give a forum to everyone who served in the HHB 108th Artillery Group from 1967 until 1971.

Here are our proposed by-laws to be voted upon at the next business meeting scheduled to be held in St. Louis on Sunday October 7, 2012.

BY-LAWS OF 108TH ARTILLERY GROUP VETERANS ASSOCIATION

ARTICLE I - NAME AND PURPOSE

Section 1 - Name

The name of the Association shall be 108th Artillery Group Veterans Association, hereafter referred to as the Association.

Section 2 - Purposes

1. To promote good will and harmony among those Veterans who had faithfully and courageously served their country during the time of the Vietnam Conflict.

2. To honor and preserve the memory of the Group and all members who had served in it by promoting free communication and encouraging exchange of information among its members.

3. To locate all Veterans who had served in the Group during the Vietnam Conflict.

4. To promote the recognition of the extraordinary military presence of the 108th Artillery Group and its personnel during the Vietnam Conflict.

5. To conduct periodic reunions of the Group.

ARTICLE II - MEMBERSHIP

The Association shall consist of any veteran assigned or attached to the 108th Artillery Group during the Vietnam Era. The Board of Directors shall have the power to fix, establish, or revise the qualification of membership, membership dues or assessments or other charges which shall be due from members.

Section 1 - Full Membership

Full membership shall be open to any member of the Group as described above. Members may be required to pay annual dues in an amount determined by the Board of Directors. Membership rights, including the right to vote shall be suspended if dues are not paid within 30 days after their due date. Full membership rights will be reinstated upon receipt of said dues.

Section 2 - Associate Membership

Associate membership shall be available to spouses, family members or significant others of full members. Associate members shall not be entitled to vote, but shall have all the other rights and privileges accorded to full members. Associate members may not serve on the Board of Directors, but may serve on special committees.

ARTICLE III - MEETINGS

Section 1: Initial Meeting

Upon successful completion of these by-laws, an initial meeting for the purpose of ratification of these by-laws and the subsequent nomination and election of officers shall be held at the most immediate reunion of the group.

Section 2: Regular Meetings

Regular meetings shall be held at each annual reunion following the initial meeting. At the annual meeting the membership shall elect directors and officers, form committees as needed, receive reports of the activities of the Association, and determine the direction of the Association for the coming year. In the event an annual meeting is not held, all business of the Association will be handled between the President and the Board of Directors by letter, phone, E-Mail communication or by whatever means is available to all of the participants. The membership will be given due and timely notice of any actions to be taken by the Board.

Section 3: Agenda

The Agenda for annual meetings shall be as determined by the Association President and consist of the following order of business.(1) Call to Order.(2) Secretary's report and reading of minutes of prior meetings.(3) Treasurers report and financial reports.(4) Old Business.(5) New Business.(6) Election of Officers and Board members.(7) Adjournment.

Section 4: Parliamentary Authority

The rules contained in the most current edition of Roberts Rules of Order Newly revised shall govern the Association, its Officers and the Board of Directors, in all cases which they are applicable and which are not inconsistent with these bylaws or any special rules the Association should adopt.

ARTICLE IV - AMENDMENTS AND RATIFICATION

Section 1: Adoption of Bylaws

These bylaws become effective upon ratification by simple majority of the membership approving. A voting process that allows for the opportunity to vote shall be used.

Section 2: Proposed Amendments

All proposed amendments to these Bylaws whether initiated by an individual or by the consensus of the membership, shall b presented in writing to the governing board for preparation and distribution to the Association Membership. Proposed amendments to the bylaws shall be submitted to the membership for approval at the next annual meeting of the Association. In the event an annual meeting is not held, the membership will be polled by the Secretary by letter or E-Mail for their vote. Any poll letter not returned within thirty days shall be construed as a Yea Vote.

Section 3: Voting

A simple majority in favor of by the membership shall be required to amend any Bylaw.

Section 4: Validation

If any of these bylaws shall be held invalid or unenforceable for any reason the remaining provisions shall continue to be valid and enforceable.

ARTICLE V - OFFICERS AND BOARD MEMBERS

Section 1: Elected Offices

The elected offices shall be filled by a simple majority vote of the Association and consist of the following: Board President, Vice President, and three (3) Executive Board Members. The executive board shall be free to appoint its own Secretary and Financial Officer. The Board President will cast the final vote in case of a deadlocked vote.

Section 2: Term of Office

Officials shall be elected to a term of two (2) years. In the event there is no annual reunion the officers will remain in their chairs until the next subsequent Reunion and an election is held.

Section 3: Removal and Vacancies

Any Board member may be removed for lack of attendance, conflict of interest, malfeasance, or failure to perform his duties in the best interest of the Association. The President shall replace the offending Board member by a simple majority vote of the Board. Any board member shall return any and all Association documents and records to the Board President. Vacancies to the Executive Board shall be filled by appointment from the Board President. Vacancy of the Board President shall be filled by appointment from the Executive Board.

Section 4: Duties of Officers

4a. President: The Board President (hereafter the President) shall be chief executive officer of the association. He shall preside at all meetings and have general charge and responsibility of the affairs of the Association. Unless otherwise directed by the Board all other officers and members shall be subject to the authority and supervision of the President. The President may enter into and execute in the name of the Association contracts or other instruments not in the regular course of business, which are authorized, either generally or specifically by the Board. The President shall have the general powers and duties of management usually vested in the office of the President and the Association. the President may delegate to any other officer any or all of these duties and authority. The President remains responsible for actions taken by the person or persons to whom such duties and authority have been delegated.

4b. Vice President: The Vice President shall be the defacto Parliamentarian and head of the By-Laws committee and have such other duties and authority as may be delegated to the Vice President by the President.

4c. Secretary: The Secretary shall be the Chief Administrative Officer of the Association. The secretary serves all notices as prescribed in these bylaws and shall keep minutes of all meeting of the Association He shall keep charge of all meeting minutes and such books and papers as the Board may direct and he shall perform such and possess such powers as are incident to the office or as shall be assigned by the President or the Board.

4d. Treasurer: The Treasurer shall have custody of the funds, assets and securities of the Association and shall keep or cause to be kept regular books of account for the Association. The treasurer shall perform such other duties and possess such other powers as are incident to the office or as shall be assigned by the President or the board.

4e. Executive Board of Directors: The Board shall have the sole legal responsibility to direct and oversea the affairs of the Association and shall transact business at the meetings of said board. The Board is authorized to enter into any agreements necessary to organize and manage activities for the benefit of the membership, or which agreements fulfill the purpose of the Association.

4f. Compensation and Remuneration: No Officer or person acting under authority of the Association shall receive remuneration, compensation, fee, or any salary of any kind for their services, provided however that officers and /or persons acting under the authority of the Association may be reimbursed for reasonable expenses incurred with approval by the board upon presentation of expense vouchers or receipts.

ARTICLE VI - CONTRACTS, CHECKS, GIFTS AND FUNDRAISERS

Section 1: Contracts

The Board may enter into any Contract or execute and deliver any instrument in the name of and on behalf of the Association and such authority may be general or confined to specific instances.

Section 2: Checks, Drafts, or Orders of Payment

All checks, drafts, orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Association shall have two signatures, so designated by the Board of Directors.

Section 3: Deposits

All funds of the Association are to e deposited to the credit of the Association in such banks, trust companies, credit unions, or their depositories as the Board of directors may select.

Section 4: Gifts

The Board of directors, on behalf of the Association, may accept and deposit to the Association Treasury, all contributions, gifts, bequests or devices for any special purpose.

Section 5: Fundraisers

Fundraisers must have prior approval of the Board of Directors. All funds must go through the Association and be closely monitored by the Association Treasurer.

ARTICLE VII - PROHIBITED ACTIVITIES

The Association shall not engage in political activities, propaganda or to otherwise attempt to influence legislation, nor shall the Association participate or intervene in any political campaign on behalf of any candidate for public office.

ARTICLE VIII - FISCAL YEAR

The fiscal year of the Association shall begin on the first day of January in each year and end on December 31st.

ARTICLE VIX - DISSOLUTION

Upon dissolution of the association, after the payments of all debts, no part of the remaining assets may be distributed to any trustee, officer, or member of the Association. All said assets shall be donated to a Military charity of the choice of a simple majority of members remaining at the last and final reunion.