By-Laws

Objectives
Activities and programs in response to our association’s objectives provide value to members, to the Coast Guard and to the public. Absent the existence of this association, this document would not exist, none of the recent past accomplishments listed here would have occurred and none of the ongoing programs of the association would be pursued.

Suumarized:
1. To actively contribute to the enlargement and perpetuation of the history of Coast Guard Aviation and the recognition thereof, both internally and to areas external to the service.

2. To support Coast Guard Aviation and its goals, and to promote interest in such matters in areas external to the service.

3. To maintain informational liaison between present and past members of the Coast Guard Aviation establishment.

4. To promote social contact and camaraderie between all Coast Guard aviation personnel and supports of Coast Guard Aviation through periodic gatherings, fraternal in nature, both national and regional in scope.

By Laws of The Coast Guard Aviation Association
(The Ancient Order of the Pterodactyl)

Revised by Membership Vote
July 2007, Sept 2013, and October 2015

P.O. Box 940
Troy, Virginia 22974-0940

Bylaws

of

Coast Guard Aviation Association – Ancient Order of the Pterodactyl

‘Flying Since the World Was Flat’

************************************************

 

ARTICLE I

NAME, OFFICES AND PURPOSES

 

SECTION 1.   NAME.   The name of the corporation is: Coast Guard Aviation Association – Ancient Order of the Pterodactyl.

SECTION 2.   REGISTERED OFFICE.   The registered office shall be maintained in the City of Mobile, Mobile County, State of Alabama, at an address to be established by the Executive Committee.

SECTION 3.   OTHER OFFICES.   The corporation may have other offices, either within or outside of the State of Alabama, at such place or places as the Board of Directors may from time to time appoint or the business of the corporation may require.

SECTION 4.   PURPOSES.   The corporation is organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1986, as amended (the “Code”) (and for purposes of these Bylaws, reference to any section of the Code shall include any corresponding provision or provisions of any subsequent United States tax or revenue law) and for the following:

(a)        To fulfill our corporate goals as follows:

(1) Actively contribute to the enlargement and perpetuation of the history of Coast Guard Aviation and the recognition thereof, both internally and in areas external to the service through educational information, programs, projects, and activities.

(2) Support Coast Guard Aviation and its goals, and to promote interest in such matters in areas external to the service.

(3) Provide input and support for the Coast Guard section in the National Naval Aviation Museum in Pensacola, FL.

(4) Provide input and support for the Coast Guard Aviation Hall of Honor.

(5) Support the U.S. Coast Guard Academy Cadet Aviation Club.

(6) Support Coast Guard aviation memorials and large education projects.

(7) Maintain informational liaison between present and past members of the Coast Guard Aviation establishment and other interested parties.

(8) Promote social contact and camaraderie between all Coast Guard aviation personnel and supporters of Coast Guard Aviation through periodic gatherings, fraternal in nature, both national and regional in scope.

(b)        The administration of property donated, contributed, or transferred to the corporation or otherwise coming into the hands of the corporation, whether in cash or in kind, for such purposes.

(c)        The distribution of property for one or more of such purposes in accordance with the terms of the gifts, bequests and devises made to the corporation from time to time or in accordance with determinations made by the corporation from time to time.

(d)       The distribution of property for one or more of such purposes to qualified charitable, literary, educational and scientific organizations.

(e)        The disposition of property held by the corporation from time to time in a manner that one or more of such purposes will be effectively served notwithstanding any changed conditions that may arise in the needs of the area to be served by the corporation from the time of the original receipt of such property.

(f)        To take any and all action that may be necessary, appropriate or conducive to the attainment of the foregoing purposes from time to time, and in connection therewith, to exercise any of the powers granted to nonprofit corporations by the Alabama Nonprofit Corporation Law consistent with the corporation’s status as an organization (i) described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended; and (ii) to which contributions are deductible under Sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the Code; provided, however, that:

(1) No part of the net earnings or other assets of the corporation shall inure to the benefit of any director or officer of the corporation, or any private individual, excepting that the Board of Directors may (a) elect to reimburse directors and officers for reasonable expenses in furtherance of their responsibilities and (b) contract with a member to act in the capacity of Executive Director for the corporation and that member may be an officer and/or a director of the corporation. In such a case, the Executive Director shall be excluded from any and all discussions and decisions regarding reimbursement and compensation of the Executive Director and shall have no vote with respect to such matters.

(2) No director or officer of the corporation, or any private individual, shall be entitled to share in the distribution of the corporation’s assets upon dissolution; and

(3) No substantial part of the corporation’s activities shall consist of the provision of commercial-type insurance.

 

ARTICLE II

MEMBERS

SECTION 1.   MEMBERS. The corporation may have one or more classes of membership as the Board of Directors may determine.

(a) Eligibility for regular membership shall include all former and present members of the U.S. Coast Guard who have piloted or flown in U.S. Coast Guard aircraft under official flight orders. Regular membership shall also include designated pilots of other military services and foreign governments who have piloted Coast Guard aircraft while involved in exchange programs between the Coast Guard and their respective service or government.

(b) Associate membership shall be available to persons who, in the opinion of the Executive Committee, are supportive of the interests and goals of Coast Guard Aviation.

(c) Honorary membership may be conferred upon any person by the Executive Committee for outstanding acts of friendship and service to the organization or to Coast Guard Aviation. No dues shall be assessed honorary members.

(d) Life membership will be conferred upon any regular or associate member paying the required Life Membership fee in the amount approved by the Board of Directors. No subsequent dues will be assessed after payment of this fee.

(e) The qualification for membership for any others not provided for in Section 1 of this Article shall be determined by the Executive Committee.

SECTION 2.   DUES.   The Board of Directors may establish dues, including the time and method for payment of dues, for any one or more classes of membership as the Board of Directors deems appropriate. The failure to pay any dues required for membership as and when the same are due shall effect a resignation from the membership of the corporation by the member so failing to pay dues.

SECTION 3.   RESIGNATION. Any member may resign from membership in the corporation at any time by submitting written notice of resignation to any member of the Board of Directors or any officer of the corporation.

SECTION 4.   VOTING. Each member shall be entitled to one vote on each matter submitted to a vote of the members. A member may vote either in person or by proxy executed in writing by the member or by his duly authorized attorney in fact. No proxy shall be valid after eleven months from the date of its effectiveness, unless otherwise provided in the proxy.

SECTION 5.   QUORUM OF MEMBERS. Members holding five percent of the votes entitled to be cast on the matter to be voted upon, represented in person or by proxy, shall constitute a quorum.

SECTION 6. MANNER OF ACTING. The act of a majority of the members present at a meeting at which a quorum is present shall be the act of the members unless the act of a greater number is required by the Articles of Incorporation, or by these Bylaws.

SECTION 7.   ACTION WITHOUT MEETING.   Any action required to be taken at any meeting of the members, may be taken without a meeting, if a consent in writing setting forth the action so taken, shall be signed by all of the members. Such consent shall have the same effect as a unanimous vote and shall be filed with the records of the corporation. Consent transmitted by facsimile, email or other form of electronic transmission shall be considered “written consent” for the purposes of this section.

SECTION 8. MEETINGS AND ELECTIONS. The corporation shall have an annual meeting of the members at such time and place, either within or without the State of Alabama, as may be determined by the Board of Directors. Such meetings will coincide with the annual convention, if one is held.

(a) The annual meeting shall serve as a forum for members to elect directors/officers as necessary, to propose changes to the Bylaws, and discuss other issues with the corporation’s officers.

(b) Only regular members with paid up dues are entitled to vote and propose changes to the Bylaws or to other matters affecting the conduct of the organization.

(c) Notice of the annual membership meeting and any elections to be held will be posted on the corporation’s web site for at least 60 days prior to the meeting.

(d) Members attending the annual membership meeting may vote in any elections that may be held. Proxies and absentee votes may be mailed to the corporation Executive Secretary, but must be received at the registered office of the corporation no later than seven calendar days before the annual membership meeting.

 

ARTICLE III

DIRECTORS

 

SECTION 1.   NUMBER AND CLASS. Except as may otherwise be provided by law or in the Articles of Incorporation, the business and affairs of the corporation shall be managed under the direction of the Board of Directors (sometimes herein the “Board”).

(a) The number of directors shall not be less than four (4) nor more than seven (7). Any change in the number of directors shall be determined by a majority of the existing directors. No decrease in the number of directors shall shorten the term of any incumbent director.

(b) The Board of Directors shall be elected by the membership and shall serve in the corporation’s offices of President, Executive Vice President, Executive Secretary and Treasurer. Three other directors may, but need not, be elected at the annual meeting as determined by the incumbent board members and the membership

(c) The President may appoint other officers of the corporation, including, but not limited to:

(1) The Vice President of the History Committee, who shall exercise supervision of historical research and archival procedures. He/she shall be pro-active in developing programs and procedures that effectively contribute to the enlargement and perpetuation of the history of Coast Guard Aviation and the recognition thereof, both internally and in areas external to the service.

(2) The Vice President of the Communications and Media, who shall be responsible for the formulation and implementation of the organization internal communications, external communications and the distribution of all pertinent information.

(3) The Vice President Museums, Restorations and Artifacts, shall maintain and develop relationships with such institutions and facilities capable of preserving and exhibiting aircraft and artifacts that will contribute to the enlargement and perpetuation of the history of Coast Guard aviation. He/she will actively seek out aircraft and material of historical significance. He/she will be proactive in the restoration and display of acquired aircraft and artifacts

(4) The Vice President of the Unit Support and Agency Liaison, shall be responsible for the implementation and supervision of a program of pro-active liaison with all Coast Guard aviation units. This program will be administered at the air station level by local Pterodactyls as directed by the Vice President. He/she will also seek and promote interaction with other agencies whose objective are to inform the citizens of the United States as to the operation and conditions of the maritime forces. He/she shall maintain liaison with each established regional chapters to facilitate these objectives.

(5) The Vice President of Development, shall formulate and sustain individual and corporate contributions and support for worthwhile projects and programs that further the objectives and purposes of the organization.

(6) The Vice President of the Annual Convention (also known as “the Roost”), shall be responsible for and supervise the site selection, agenda, planning activities, and lodging and food selection. He/she will maintain liaison with local coordinating committee to ensure adequate staffing and administration is available. Liaison with Coast Guard Headquarters and other appropriate Coast Guard entities will also be initiated and maintained.

(7) The Member At Large is a person well versed in current Coast Guard aviation activities that shall carry out such duties as may be assigned by the President.

(8) The Association Newsletter Editor (also known as “Ye Ancient Scribe”) shall be responsible for the editing and publication of the association’s periodic newsletter. He/she shall also make extensive use of other publications to promote the Coast Guard and the Association.

(9) The Association Historian shall be responsible for obtaining and the recording of historical data applicable to Coast Guard aviation and that which affects it. He/she shall maintain an active liaison and working relationship with Coast Guard Headquarters and Area Historians. He/she shall maintain an active working relationship with the Vice President of History. The Association Historian is responsible for maintaining a historical record of the association.

(10) The Ancient Albatross of the US Coast Guard, a Coast Guard aviator, is an ex-officio member providing counsel and guidance to the Board. As an ex-officio member he/she is non-voting member.

(11) The Enlisted Ancient Albatross of the US Coast Guard, an air-crew member, is an ex-officio member providing counsel and guidance to the board. As an ex-officio member he/she is a non-voting member.

(d) Each member of the Board of Directors shall be qualified to originate and take part in the discussion of any subject that may properly come before any meeting of the Board.

(e) The “Executive Committee” of the Board of Directors shall be the President, Executive Vice President, Executive Secretary, and Treasurer. Except as limited in Section 7 of this Article III, the Executive Committee shall have the authority to conduct all of the affairs of the organization. The Executive Committee shall incur no indebtedness in excess of available and unobligated funds.

SECTION 2. TERMS OF OFFICE OF DIRECTORS. The term of each Board member shall be for a period of two years; provided, however, a director shall continue to serve until such time as his or her successor shall be elected or appointed, and qualified. Terms for elected members shall begin immediately upon election and end with the election of their successor or upon their resignation or removal.

SECTION 3. RESIGNATIONS.   Any director or member of a committee designated by the Board of Directors may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, and if no time be so specified, at the time of its receipt by the President or Executive Secretary. The acceptance of a resignation shall not be necessary to make it effective.

SECTION 4.   REMOVAL.   A director may be removed, with or without cause, at a meeting of the Board called expressly for that purpose, by a vote of two-thirds (2/3) of the directors in office. The removal may also take place at a regularly scheduled meeting, so long as five days written notice is provided to the Board of the intent to vote on the removal of a director. To the extent permitted under applicable law, a Director shall be automatically removed from the Board of Directors if the Director is absent from three (3) consecutive regularly scheduled meetings of the Board of Directors, unless the President of the corporation or a majority of Directors (not including the absent Director) determines that there was or is reasonable cause for the Director’s absence, in which event the Director shall not be removed. Notice of such removal shall be furnished to the Director and the vacancy shall be filled as provided in these Bylaws.

SECTION 5.   POWERS.   The Executive Committee of the Board of Directors shall be the President, Executive Vice President, Executive Secretary, and Treasurer. Except as limited in Section 7 of this Article III, the Executive Committee shall exercise all of the powers of the corporation and is vested with the responsibility for fulfillment of the purposes of the corporation. The Executive Committee shall set policy regarding the control and management of the affairs, business and property of the corporation

SECTION 6.  VACANCIES. Any vacancy occurring in the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by election by a majority vote of the Board of Directors. A director elected to fill a vacancy occurring in the Board of Directors shall be elected for the unexpired term of his or her predecessor in office.

SECTION 7.   COMMITTEES.   The Executive Committee may, by resolution or resolutions passed by a majority, create one or more committees. Each committee shall act in an advisory capacity for the Board with respect to the subject matter for which the committee was created. The Board of Directors, as it deems appropriate, may, through resolution or resolutions duly adopted, prescribe duties and confer authority upon one or more committees, except as prohibited by law. Any committee upon which the Board of Directors expressly confers authority to act on behalf of the Board must have at least two directors as members of such committee, and the authority so conferred shall be limited as provided by applicable law. In the absence of an express resolution and except as set forth herein with respect to the authority of the Executive Committee, each committee shall only act in an advisory capacity. The designation of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon him or her by law.

Anything in these Bylaws to the contrary notwithstanding, no committee shall have the authority of the board of directors in reference to electing, appointing, or removing any member of any committee or any director or officer of the corporation; amending the certificate of formation, restating the certificate of formation, adopting a plan of merger or adopting a plan of consolidation with another nonprofit corporation or other entity authorizing the conversion of the nonprofit corporation into another form of entity; authorizing the sale, lease, exchange, or mortgage of all or substantially all of the property and assets of the corporation; authorizing the voluntary dissolution of the corporation or revoking proceedings therefor; adopting a plan for the distribution of the assets of the nonprofit corporation; or amending, altering, or repealing any action or resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by the committee; provided, however, if the Executive Committee comprises the entire Board of Directors, then the Executive Committee may take any of the foregoing actions.

SECTION 8.   MEETINGS.   There shall be annual meetings of the Executive Committee and Board of Directors. The annual meetings shall be held at such time and place as may be determined by the Board of Directors and may be held either within or without the State of Alabama. The annual meetings shall normally be held in conjunction with the annual membership meeting and convention. The meetings shall be for the transaction of such business as may come before the meeting. Other regular meetings of the Executive Committees and Board of Directors may be held at such places within or without the State of Alabama and times as shall be determined from time to time by resolution of the directors; provided, however, that the Executive Committee shall have at least two (2) regular meetings per year, in addition to the annual meeting.

(a) Special meetings of the Executive Committee and/or the Board of Directors may be called by the President or by the Executive Secretary on the written request of any one (1) director on at least seven (7) days notice to each director and shall be held at such place or places within or outside of the City of Mobile as may be determined by the directors, or as shall be stated in the call of the meeting.

(b) Members of the Executive Committee and Board of Directors or any committee designated thereby may participate in a meeting of the Board or such committee by means of a conference telephone, video imaging or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time and participation by such means shall constitute presence in person at a meeting.

SECTION 9.   NOTICE.   Notice of the annual meetings of the Executive Committee and Board of Directors shall be given at least ten (10) days prior thereto by a writing delivered personally or mailed to each director, or by facsimile or email if a successful transmission of the facsimile or email is confirmed. Notice of special meetings of the Executive Committee and Board of Directors shall be given at least seven (7) days prior thereto by a writing delivered personally or mailed to each di­rector, or by facsimile or email, if a successful transmission of the facsimile or email is confirmed. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. If notice be given by facsimile or email, such notice shall be deemed to be delivered when the corporation receives verification that the facsimile or email has been received by the intended recipient.

Whenever any notice is required to be given under the provisions of the laws of the State of Alabama or under the provisions of the Articles of Incorporation or the Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

SECTION 10.   QUORUM OF DIRECTORS.   A majority of the Executive Committee or Board of Directors shall constitute a quorum for the transaction of business.

(a) If at any meeting of the Executive Committee or Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting, without further notice, from time to time until a quorum shall have been obtained.

(b) If a quorum is present when any meeting of the Executive Committee or Board of Directors is convened, the directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above until adjournment, notwithstanding the withdrawal of enough direct­ors to leave less than a quorum as fixed above, or the refusal of any directors pre­sent to vote.

SECTION 11.   MANNER OF ACTING.   The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board or the Executive Committee, as the case may be, unless the act of a greater number is required by the Articles of Incorporation, or by these Bylaws. Each member of the Board of Directors and the Executive Committee shall be entitled to one vote. Each member of the Board of Directors and the Executive Committee shall be qualified to originate and take part in the discussion of any subject matter that may properly come before any meeting.

SECTION 12.   ATTENDANCE OF A DIRECTOR AT A MEETING.   Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors or the Executive Committee, or any committee designated thereby, need be specified in the notice or waiver of notice of such meeting unless required by these Bylaws.

SECTION 13.   ACTION WITHOUT MEETING.   Any action required to be taken at any meeting of the Executive Committee, or any action which may be taken at a meeting of the Board of Directors or of any other committee, may be taken without a meeting, if a consent in writing setting forth the action so taken, shall be signed by all of the directors, or all of the members of the committee, as the case may be. Such consent shall have the same effect as a unanimous vote and shall be filed with the minutes of proceedings of the Executive Committee, Board of Directors, or committee. Consent transmitted by facsimile, email or other form of electronic transmission shall be considered “written consent” for the purposes of this section.

SECTION 14.   CONFLICTS OF INTEREST.   No director shall vote on any matter in which he or she would have a direct or indirect vested interest. All contracts and agreements in which a director has a direct or indirect vested interest must be approved by a two-thirds (2/3) vote of the Board.

 

ARTICLE IV

OFFICERS

SECTION 1.   OFFICERS.   The officers of the corporation shall be the President, Executive Vice President, Executive Secretary and Treasurer. Any two or more offices may be held by the same person, except the offices of President and Executive Vice President and the offices of President and Executive Secretary. Any officer may resign at any time and such resignation shall be in writing and become effective at the time specified therein, or if no time be so specified, then upon its receipt by the President or Executive Secretary. The acceptance of such resignation shall not be necessary to make it effective.

SECTION 2.   OTHER OFFICERS AND AGENTS.  The Board of Directors may appoint such other officers, assistant officers and agents as may be deemed necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board. The Board shall determine the compensation, if any, to be paid to any officers, employees or other agents of the corporation.

SECTION 3.   PRESIDENT.   The President shall be the chief executive officer of the corporation and shall exercise supervision over all affairs of the organization, call all meetings of the Executive Committee and Board of Directors, and be presiding officer at all regular or special meetings and national conventions. Except as the Board of Directors or Executive Committee, as appropriate, shall authorize the execution thereof in some other manner, the President shall execute bonds, mortgages and other contracts on behalf of the corporation and shall cause the seal to be affixed to any instrument requiring it and when so affixed, the seal, if required by law, shall be attested by the signature of the Executive Secretary or the Treasurer or an Assistant Secretary or an Assistant Treasurer.

The President shall require that an annual audit be made of the organization’s fiscal accounts and records.

SECTION 5.   EXECUTIVE VICE PRESIDENT AND VICE PRESIDENTS.   The Executive Vice President, in the absence, unavailability or inability of the President to act, shall have all the power of the President. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him or her by the Executive Committee.

SECTION 6.   TREASURER.   The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate account of receipts and disburse­ments in books belonging to the corporation. The Treasurer shall deposit all moneys and other valuables in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall render financial reports to the Board with such frequency as may be specified by the Board. The financial reports shall include a listing of the most recent valuation of all real assets.

The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements. The Treasurer shall render to the President, Executive Committee, and Board of Directors at regular meetings, or whenever they may request it, an account of all his or her transactions as Treasurer and of the financial condition of the corporation. If required by the Executive Committee, he or she shall give the corporation a bond for the faithful discharge of his or her duties in such amounts and with such surety as the Board shall prescribe.

SECTION 7.   EXECUTIVE SECRETARY.   The Executive Secretary shall give, or cause to be given, notice of all meetings of directors and all other notices required by law or by these Bylaws, provided that nothing herein contained shall render invalid any notice given by any person or persons authorized by these Bylaws to give the same. The Executive Secretary shall record all the proceedings of the meetings of the directors in a book to be kept for that purpose, and shall perform such other duties as may be assigned to him or her by the directors. The Executive Secretary shall have custody of the seal of the corporation and shall affix the same to all instruments requiring it, when authorized by the directors, and attest the same.

The Executive Secretary shall maintain, or cause to be maintained, a current roster of members and may issue membership cards and/or certificates. He/She shall ensure the timely publication of Association information as appropriate. He/She shall ensure communication with members and chapters with respect to general information and materials for inclusion in the newsletter. He/she shall perform other duties as may be assigned by the President.

SECTION 8.   ASSISTANT TREASURERS AND ASSISTANT SECRETARIES. Assistant Treasurers and Assistant Secretaries, if any, shall be appointed by the president and shall have such powers and shall perform such duties as shall be assigned to them, respectively, by the directors.

SECTION 9.   ELECTION, TERM OF OFFICE, REMOVAL, VACANCIES. All officers shall also be directors and the provisions in Article III will apply.

ARTICLE V

AMENDMENTS

 

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted at any annual meeting of the membership. The Board of Directors may also provisionally alter the bylaws, when necessary for the good of the organization, with such changes to be ratified or rejected at the next annual meeting as the first order of business. Any such alterations at other than a regular meeting shall be given the widest possible dissemination to the membership by email notification and posting on the corporation website.

ARTICLE VI

INDEMNIFICATION

 

To the fullest extent permitted under applicable law, each director and officer of the corporation now or hereafter in office and his or her heirs, executors, administrators and personal representatives shall be indemnified by the corporation and saved harmless against all liabilities, costs, expenses and amounts, including counsel fees, reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit, proceeding or claim of whatever nature to which he or she may be made a part or party, or in which he or she may be or become involved by reason of his or her acts of omission or commission, or alleged acts as such director or officer, whether or not he or she continues to be such director or officer at the time of incurring such liabilities, costs, expenses or amounts; and provided, further, that the indemnification herein provided shall, with respect to any settlement of any such suit, action, proceeding or claim, include reimburse­ment of any amounts paid and expenses reasonably incurred in settling any such suit, action, proceeding or claim, when, in the judgment of the Executive Committee of the corporation, such settlement and reimbursement appear to be for the best interests of the corporation. The foregoing right of indemnification shall be in addition to and not exclusive to any and all other rights as to which any such director or officer may be entitled under any statute, law, agreement or otherwise. Expenses incurred with respect to any claim, action, suit or other proceeding of the character described in this article may be advanced by the corporation prior to the final disposition thereof upon receipt of any undertaking by or on behalf of the recipient to repay such amount, unless it shall ultimately be determined that he or she is entitled to indemnification under this article.

 

ARTICLE VII

ANNUAL CONVENTION

SECTION 1. GENERAL. – The corporation shall hold an annual convention which may be in the form of a regular or special member’s meeting. The place and time of the convention shall be prescribed by the Executive Committee in accordance with the requirements specified in the ensuing sections of this Article.

SECTION 2. REGIONAL ROTATION. The selection of convention sites will, as far as practical, be rotated annually to different continental geographical locations so as to provide maximum opportunity for members in all localities to attend. Locations outside of the continental United States in corresponding geographical areas may also be considered.

SECTION 3. SITE PROPOSAL. Members at specific sites in pending geographical areas of selection who wish to host the convention should normally present a proposal at the business meeting of the prior convention for approval at that time. This proposal may be presented by a member from the proposed location, or may be submitted in writing to the Executive Committee for presentation at the meeting. Proposals for hosting future conventions at specific sites are not limited to the ensuing convention, but may be made for subsequent future conventions in the appropriate areas of rotation.

SECTION 5. SITE SELECTION. Selection of future convention locations will be made by majority approval of the attendees at the annual business meeting. In the event that no majority approval can be reached at that meeting, the Executive Committee will select the location of the convention for the subsequent year only. Proposals beyond the subsequent convention will be considered at the next annual business meeting.

 

ARTICLE VIII

MISCELLANEOUS

 

SECTION 1.      STOCK.   The corporation shall not have or issue shares of stock.

 

SECTION 2.   DIVIDENDS.   No dividend shall be paid by the corporation and no part of the income of the corporation shall be distributed to its directors, officers or members.

SECTION 3.       LOANS.   No loans shall be made by the corporation to any director or officer of the corporation, nor shall the corporation guarantee the obligations of any director or officer.

SECTION 4.        SEAL.   The corporate seal shall be circular in form and shall contain the name of the corporation, and the words “ALABAMA” and “CORPORATE SEAL”. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced, inscribed or otherwise.

 

SECTION 5.        FISCAL YEAR.   The fiscal year of the corporation shall be fixed by the Executive Committee.

 

SECTION 6.      CHECKS; DEPOSITS.   All checks, drafts or other orders for the payment of money, notes or other evidences 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 be determined from time to time by resolution of the Executive Committee. All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other financial institutions as the Executive Committee may determine from time to time.

 

SECTION 7.   BOOKS AND RECORDS.   The corporation shall keep correct and complete books and records of account and shall keep the minutes of the proceedings of its members, Executive Committee, Board of Directors and committees having any of the authority of the Executive Committee; and shall keep at its registered office or principal office in Alabama a record of the names and addresses of its members, directors and officers. All books and records of the corporation may be inspected by any member, director or officer, or his agent or attorney, for any proper purpose at any reasonable time.

 

SECTION 8.     INVALID PROVISION. If any provision of these Bylaws is held to be illegal, invalid, or unenforceable under present or future law, such provision shall be fully severable, and these Bylaws shall be construed as if such provision had never comprised a part thereof.

SECTION 9.   ORDER OF PRECEDENCE. These Bylaws are subject to and governed by the Alabama Nonprofit Corporation Law (Ala. Code § 10A-3-1, et. seq.) (the “Act”) and the Articles of Incorporation of the corporation. In the event of a conflict between a provision of these Bylaws and the mandatory provisions of the Act or the provisions of the Articles, such provision of the Act or Articles will be controlling.

SECTION 10.   EXEMPT PURPOSE. Notwithstanding any other provision of these Bylaws, no director, officer, committee member, employee, agent, or representative of the corporation shall take any action or carry on any activity by or on behalf of the corporation that is not permitted to be taken on or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code and its Regulations.

SECTION 11. DONATIONS TO MUSEUMS. The Executive Committee is authorized to make periodic monetary donations from available funds to the Coast Guard section of the National Naval Aviation Museum, Smithsonian Air and Space Museum, and to other similar museums and organizations.

SECTION 12. DISPOSITION OF ASSETS UPON DISSOLUTION. Upon the eventual dissolution of the organization by reason of having less that ten members remaining, or for any other reason, the assets of the organization, property, records and monies shall be donated to the Coast Guard Section of the National Naval Aviation Museum, Pensacola, Florida or to other museums as deemed appropriate by the remaining members.

We, the undersigned, comprising the Executive Committee of the Coast Guard Aviation Association – Ancient Order of the Pterodactyl, hereby certify that the foregoing Bylaws (consisting of Pages 1-14, including this page) have been duly adopted by the membership the 4th day of October, 2015, as the Bylaws of said corporation.

Jim Van Sice sig
Jim Van Sice, President

DandreaSignature
Mark D’Andrea, Executive Vice President

Milligan-sig
Paul L. Milligan, Executive Secretary

ben sig
Benjamin J. Stoppe, Treasurer