We, the undersigned, all citizens of the United States, and active or former members of Charlie Company 1st Bn 12th Cavalry Regiment, 1st Cav Div Vietnam 65-72 and desiring to form a Charlie Company Association do hereby associate ourselves and certify as follows:
Name and Objectives
Section 1. The name of this association shall be Known as “ Charlie 1-12 Association”. Hereinafter and in the By-laws of the Association referred to as the “Association”.
Section 2. The duration of the Association shall be perpetual.
Section 3. The objectives and purposes of the Association shall be as follows:
Section 1. All persons who have served honorably, with Charlie Company, who otherwise qualify by serving with Charlie Company in Vietnam from 1965-1972, shall be eligible for membership in the Association. Annual membership will run from March first of each year to March first of the following year.
Section 2. Wives, widows, and widowers of persons who are or would have been eligible for membership are also eligible for membership.
Section 3. Membership dues, classes of members, and other member considerations such as “Friends of Charlie Company” shall be set forth in the Association By-laws.
Section 4. The Association shall be non-political, non-partisan, and non-sectarian.
Officers, Duties, Administration
Section 1. The administration and conduct of business of the Association shall be vested in a Board of Officers consisting of a President, a Vice President, and a Secretary/Treasurer.
Section 2. The Board of Officers shall be elected and shall serve such terms as are set forth in the By-laws of the Association.
Section 3. Duties of the Officers of the Association shall be as set out in the Association By-laws,
Section 4. The By-laws may provide for appointment of committees to assist in administration of the Association.
Section 5. Private property of the members of the Association shall not be subject to payment of the Association debt.
Section 1. The legislative and regulatory powers of the Association shall be vested in the general membership of the Association who shall be called to convene at least annually and at our Biennial Reunion meeting.
Section 2. The time and place of such Biennial Meeting, or any other general meeting of the members, shall be as set forth in the By-laws of the Association.
Section 1. This Constitution may be amended by a two-thirds vote of the members present and voting at the preceeding Biennial Reunion meeting, of every wo years, provided that adequate notice (30 days) of the proposed amendment has been furnished to the membership.
Section 2. Notices of approved amendments will be furnished the membership within 120 days after the
Bi-Annual Reunion meeting.
IN WITNESS WHEREOF, we have hereunto subscribed our names this 20th of October 2012.
Membership and Dues
Section 2. Membership in the Association shall be entirely voluntary.
Section 3. Classes of membership are as follows:
Section 4. All members present at the annual Reunion shall be eligible to vote on all matters which may be brought to a vote at the Bi-Annual Reunion meeting. Any member, at any appropriate time, may submit recommendations and suggestions to the Board of Officers on any subject pertinent to the operation of the Association or the welfare of the members.
Executive Board Composition and Powers
Section 2. The Board shall have the power to:
Officers - Election and Replacement
Section 1. The elected officers of Charlie Company shall consist of a President, Vice President, Secretary and Treasurer, each elected for a term of two years. These officers shall constitute the Board.
Section 2. Officers shall be elected and installed at the Biennial Reunion. In the event a Biennial reunion does not take place, all officers will continue in office until the next Biennial Reunion.
Section 3. Nothing in these By-Laws shall be construed to prevent the re-election of any member of the Board.
Section 4. In the event any officer of Charlie Company, for any reason, including disability or resignation, shall become unable or ineligible to further serve in that capacity, it becomes the duty of the Board to select and appoint a replacement for the unexpired term. A vacancy in the office of President will be filled by the Vice President. In the event the Vice President declines to move up the Board must select a new President to serve the unexpired term.
Officers – Duties
Section 1. It shall be the duty of the President to preside at all meetings of Charlie Company, to cause to be issued all notices which may be required, to appoint all Committees, to execute all agreements, contracts, or other documents in the name of the Charlie Company, and to see that the same are properly carried into execution, to discharge all executive functions of Charlie Company, and to perform such other acts as pertain to his office which shall not contravene any provisions of the Constitution, or any By-Laws enacted there under.
Section 2. It shall be the duty of the Vice President to aid the President, to carry out the President's duties during his absence or disability, and to perform such other duties as may be assigned by the President.
Section 3. It shall be the duty of the Secretary- to record all business of Charlie Company, and to keep the minutes of all meetings of the Board and of the Bi-Annual Reunion business meeting. He, or she, shall conduct the correspondence relating to Charlie Company
Section 4. Charlie Company Treasurer will be responsible for keeping proper books of Charlie Company, have the care and custody of and be responsible for all monies paid to Charlie Company, keep proper books and records of the same, and deposit the monies in insured financial institutions in the name of the Association. Prepare reports for the IRS and submit the same. He or she shall submit an annual report to the Board and to the members at the Bi-Annual Reunion and shall make such other reports as required by the Board.
Biennial Reunion – Meetings - Voting
Section 1. Except under extraordinary and unusual circumstances a Biennial Reunion of all members of Charlie Company shall be held bi-annually at a time, date, and location determined by the members of Charlie Company at heri Biennial Reunion .
Section 2. (a) The business meeting of Charlie Company shall be conducted during the Biennial. (b) A quorum shall consist of at least ten (10) members present and voting.
Section 3. Provided a quorum is present, a majority vote of those members present and voting at the Bi-Annual Reunion shall constitute effective action on all matters (except By-Laws changes) including election of officers for the Board. Voting may be by show of hands, or by ballot, as designated by the presiding officer.
Section 4. The President may appoint a Nominating Committee to nominate persons for the offices and members of the Board. Nominations may also be made from the floor, provided the nominee has agreed to serve if elected.
Section 5. Meetings of the Board shall precede and follow the bi-annual business meeting, the President to determine time and place.
Section 6. Robert's Revised Rules of Order shall govern the procedure and form of business at the Biennial Reunion except where otherwise provided in the Constitution or By-Laws.
Section 1. Matters requiring consideration and action by the general membership of Charlie Company for which, in the opinion of the Board, time does not permit waiting until the next Bi-Annual Reunion, may be submitted with full explanation and documentation to the membership through publication in the Charlie Company Newsletter, Web Site, email or by mail. Each such notice shall clearly state the time within which the members must act upon the proposal in order for the response to be effective.
Section 2. A simple majority vote of the general membership of the Association responding to the notice shall be deemed effective action.
Section 3. Any decision made as a result of or based on such a poll shall be disclosed to the general membership as soon as possible.
Section 1. The Board is authorized to conduct, or cause to be conducted, fund raising drives for special purposes of Charlie Company.
Section 2. The corpus and income of any accounts shall be used only for the payment of operating expenses incurred in the performance of the Association's desired purposes. Under no circumstances shall any of the corpus or income of the operating fund be used for the personal benefit of any member or officer.
Section 3. In the event that the Charlie Company Association ceases to exist, all monies and property of the Association shall be turned over to the 1st Cavalry Division Association at Ft Hood Texas.
Section 1. Provided a quorum has been convened, these By-Laws may be amended by a two-thirds vote (2/3) of the members attending and voting at our Biennial Reunion.
Section 2. Specific Articles and Sections will be referred to in a proposal to amend and the proposal will state the desired wording of the change.
Section 3. Notice of intent to propose an amendment shall be made to the Board as early as practicable and by 48 hours prior to the business meeting, unless the matter could not have been anticipated by that time.
Section 4. Prior notice of intent to offer an amendment is not required if the members voting are unanimous in accepting the change.
IN WITNESS WHEREOF, we have hereunto subscribed our names this 20th of October, 2012.