By Laws of

F Troop 8th Cavalry Vietnam Veterans Association

PREAMBLE

 C Troop 7/17 Cavalry and it's support  units were ordered out of Pleiku and north to Chu Lai to be in direct support of the 1/1 Cavalry Regiment and the 196th Light Infantry Brigade. In April 1968, the unit was re-designated F Troop 8th Cavalry. When they established the call-sign “Blueghost”, their storied history began. Through their unmatched courage and determination, F Troop became to be one of the most feared units by the enemy and the most revered by the friendly forces.

ARTICLE  I

NAME 

The name of this organization shall be  “F Troop 8th Cavalry Vietnam Veterans Association”.

ARTICLE  II

OBJECTIVES

The association provides an organization through which personnel of F Troop and its attached or associated units may participate.  Specifically, the purpose of the association will be:

1.  Honor all officer and enlisted personnel, rated and non-rated, who helped make

F Troop a proud unit and keep our nation great. 

2.  To perpetuate the memories of such persons and record their achievements by

suitable memorials. 

3.  To foster, promote and encourage a better sense of appreciation of the origins and

growth of the air cavalry troop and the part they have played in economic,

political, humanitarian and military operations during the Vietnam War. 

4.  To receive and maintain a fund or funds, and to use and apply the whole or any part of the income from, and the principal thereof, exclusively for charitable, literary, or educational purposes, either directly or by contributions to organizations duly authorized to carry on similar activities, but no part of such income or principal shall be contributed to any organization whose net earnings or any part thereof inure to the benefit of any private shareholder or individual, or any substantial part of which is carrying on propaganda or otherwise attempting to influence legislation, the detailed purposes set forth in this document shall at all times be subject to and in furtherance of the provisions in this paragraph. 

5.  To cooperate with other recognized associations which are actively engaged and

interested in similar projects. 

6.  To engage in any and all activities incidental thereto or necessary, suitable, or proper for the accomplishment of any of the aforementioned purposes. 

7.  The association, as such, shall not contribute to or otherwise support or assist any

political party or candidate for public office. 

8.  The association will be a not for profit organization.

ARTICLE  III

  DEFINITIONS

The following definitions specify the meaning of terms used in these articles. 

1.  F Troop 8th Cavalry Vietnam Veterans Association : The name given to that body of which has organized itself to promote the objectives previously listed.

2.  Member:  Any individual who has satisfied the requirements for inclusion into the

F Troop 8th Cavalry Vietnam Veterans Association.

3.  Officer  (of the Association); A member of the Association involved in the operation of the Association by election or by appointment, to include: the President, the Vice-President, the Treasurer, the Directors. 

4.  Board of Directors: The officers of the Association, to include: the President,

the Vice-President, the Treasurer, the Directors. This board is empowered and entrusted, as outlined in ARTICLE VII, to carry out the objectives of the Association on behalf of the membership. 

5.  Directors: Those members of the Association elected or temporarily appointed, as

outlined in ARTICLE VII, to serve as managerial board for the Association. 

6.  President of the Board: The President of the Association.

7.  Treasurer:  The Treasurer of the Association.

ARTICLE  IV

  MEMBERSHIP 

1.  Membership:  there shall be only five (5) categories of membership which are individually defined below.

a.  Member:  Individuals who served with the F Troop or its assigned/detachments units.

b.  Widow/Widower Members: Spouses of deceased personnel eligible for membership in the F Troop 8th Cavalry Vietnam Veterans Association.

c.  Parents/Wives of POW/MIA Personnel Members: Parents/Wives of POW/MIA

Personnel.

d.  Honorary Member:  Such membership shall be awarded at the discretion of the board of directors to those deserving persons not otherwise eligible for membership.  Such membership shall be a non-voting membership.

e.  Associate Member: An individual not otherwise eligible who shows interest in

the promotion of the F Troop 8th Cavalry Vietnam Veterans Association. 

2.  Rights of Members:  Members in good standing of membership categories A, B, and C may hold office in the Association and vote in the elections or on issues.  All members in good standing are eligible to participate in all other Association activities.  Members in good standing retain the right to put forth suggestions to be voted on by the voting membership. 

3.  Membership in Good Standing:  Any member who is not in arrears for any dues or

other financial obligation to the Association shall be considered a member in good standing.  Renewal dues will become due and payable between 1 January and 31

March each year.  New members who join the Association between 1 October and

31 December will be credited with having paid dues for the following year. 

4.  Discipline:  The Board of Directors is empowered to remove from membership any

member who is considered to be a discredit to the Association.  Such actions will only be taken after a three-fourths majority vote by the total membership of the Board of Directors.

ARTICLE 

  PRINCIPAL OFFICE

1.  The Principal Office of the Association shall be located in ______________________  or in such other place as may be determined by the Board of Directors. The activities of the Association shall not be confined to that place but may be conducted throughout the various states and locations of the free world.

2.  The Association shall have in _______________________,  at all times a designated

agent authorized to accept service of process for the Association:  and notice to or service upon such agent shall be deemed notice to or service upon the Association.

3.  The Association may have regional offices in centralized locations where ever they

are deemed necessary and feasible by the Board of Directors and the general membership.  The regional offices will abide by these bylaws.

4.  The Board of Directors shall maintain a communications link between the Principal

Office and the Regional Offices.

The F Troop 8th Cavalry Vietnam Veterans Association shall have the power:

1.  To have succession by its Association name. 

2.  To adopt,  use,  and alter an Association seal. 

3.  To choose such officers,  trustees,  managers,  agents and employees as the business of the Association may require. 

4.  To adopt,  amend,  and alter bylaws,  not inconsistent with the laws of the United States of America or any state in which the Association is to operate,  (or the regulations of the Department of Defense)  for the management of its property and the regulation of its affairs. 

5.  To contract and be contracted with. 

6.  To take lease,  gift,  purchase,  grant,  devise,  or bequest from any private

corporation,  association,  partnership,  firm or individual and to hold any property,

real,  personnel,  or mixed,  into effect the purposes of the Association,  subject:

however,  to the applicable provisions of the laws of any state. 

The Board of Directors shall be the governing body of the Association,  and during intervals between the meetings of members,  shall be responsible for the general policies and programs of the Association and for the control of all funds and assets of the Association.

1.  All officers of the Association shall be members of the Association. 

2.  The Board of Directors of the Association shall consist of a President, a Vice-President,  a Treasurer,  and five  (5)  other members elected from those members qualified to hold office in accordance with ARTICLE IV.  They shall be nominated at the Annual Reunion during the business meeting.  They shall be elected by the qualified members of the Association by letter ballot.   Additionally, a Secretary will be appointed by the President and paid a fee as determined by the Board of Directors.  The Secretary will be a member of the board without vote. Such officers shall serve until the adjournment of the succeeding Annual Reunion following their election and thereafter until successors are chosen.  No person may be elected to the office of President for more than two  (2)  consecutive terms.  The term of each appointment is for three  (3)  years and expires on the date of appointment of a successor or 31 December of the year on which the appointment expires,  whichever is earlier.  To ensure continuity between terms,  the initial Board of Directors will be appointed as follows:  the President,  Treasurer and two (2)  members for three  (3)  years;  the Vice-President and three  (3)  members for two  (2)  years.  All subsequent appointments shall be for three  (3)  years. 

3.  All issues brought before the Board of Directors will be decided by simple vote with a majority ruling,  except as provided in ARTICLE V.  Five  (5)  members of the Board of Directors shall constitute a quorum. 

4.  The President will establish subcommittees as necessary.  Normally,  board members shall preside over these committees,  but it shall not be mandatory.

Examples of committees could be:  Membership,  Publicity,  Reunion Planning, etc. 

5.  The President:

a.  Shall be the President of the Board of Directors.

b.  Shall conduct a yearly business meeting of the Association to coincide with the

Annual Reunion,  if one is held,  or at a time when a large number of Members in Good Standing will be assembled.

c.  Shall convene such meeting of the Board of Directors as may be deemed necessary. 

6.  The President shall be responsible for:

a.  Conducting the correspondence and maintaining the records of the Association.

b.  Giving notice of and attending all meetings of the Association and keeping minutes thereof.  His duties shall include the limiting of expenditures to the budget as approved by the board,  the supervision of all employees of the Association and the execution of orders and duties prescribed by the board.

c.  Submitting at each annual meeting a report of the affairs of the Association.  The report shall include,  but not be limited to,  a report of the progress of the Association’s programs,  the results of any special programs or activities during the past year,  suggestions for additional regular or special programs,  and a summary of the report of audit of the accounts of the Association. 

7.  The Treasurer shall be responsible for:

a.  Collecting all fees,  dues,  and other funds of the Association and investing or

depositing such funds as directed by the board.  He shall have custody of all

funds of the Association and shall make disbursements as authorized by the

Board of Directors.

b.  Keeping the accounts of the Association and reporting thereon,  as requested,  at

the meeting of the board.  His accounts shall audited annually. 

8.  The Board of Directors are those members chosen by the membership in a general

election.  Directors are officers of the Association.  The appointment of an interim

director,  caused by the departure of an elected director,  shall retain this position

until the next election.  Vacancies among the Board of Directors shall be filled from

the runners-up in the previous election beginning with the runner-up with the most

votes and following in that order.  If all previous candidates are unavailable the seat

shall be filled by a Member in Good Standing,  who is appointed by the Board of

Directors,  until the next election.  Interim directors are eligible to succeed themselves.

9.  A meeting of the Board of Directors may be called by any two  (2)  members of the

board when it has been deemed necessary to make the Board of Directors and/or

the Membership aware of impending situations.

There will be an annual National Convention of the F Troop 8th Cavalry Vietnam Veterans Association at such time and place to be announced by the Board of Directors.  The purpose of this convention will be to:

1.  Promote good fellowship and provide a reunion for old comrades.

2.  Conduct a general membership business meeting.

3.  Receive nominations for personnel to fill the positions of out going board members.

1.  Every Member in Good Standing shall be entitled to one vote for the President, Vice-President,  Treasurer and five  (5) Directors and shall be sent,  by mail,  a ballot for an election of officers or upon any proposition submitted to the membership.  Tellers or other personnel handling such ballots upon their receipt shall not divulge their individual contents,  except as required by the business of the Association. 

2.  The Board of Directors may submit to a vote of the full membership such propositions as it may desire,  and must submit within a reasonable amount of time any proposition to the Board by a member in writing.  The member submitting a proposal will be notified of any decisions made concerning their proposal. 

3.  Any proposition submitted to the members of the Association for vote shall be declared carried if a majority of the members of the Association,  actually voting, vote in the affirmative.  The voting tally shall be reported to the membership in a newsletter mailed no later than sixty  (60)   days after the voting deadline has passed. 

4.  In submitting a proposition to the members of the Association for vote,  the Board shall state the date by which the votes must be received at the Association’s office in order to be counted.  This date shall in no case be less than thirty  (30)  days after the date the proposition was placed in the mail.  Five  (5)  members of the Board of Directors shall constitute a quorum for voting

by these bodies,  and further,  a simple majority of those actually voting is sufficient

to carry a measure. 

As soon as possible after the Annual Reunion,  the President shall appoint a Clearing Committee,  of no less than three  (3) and no more than five  (5)  members,  to consider nominations for office and consider all proposals put forth by the membership to the Board of Directors.

1.  The Clearing Committee shall in every case ensure that:

a.  All candidates for election meet all the criteria of a Member in Good Standing and shall not have served their maximum amount of terms on the Board of Directors.

b.  All candidates will be eligible to cast a ballot as prescribed in ARTICLE  IV,  sub

paragraphs a.,  b.,  and c..

c.  At least two  (2)  commissioned/warrant officers are on the Board of Directors after completion of the election.

d.  At least two  (2)  non-commissioned officers are on the Board of Directors after completion of the election.

e.  Nominations for election may be submitted to the Clearing Committee prior to but no later than fourteen  (14)  days after the Annual Reunion.

f.  Nomination petitions must be submitted by one  (1) and endorsed by at least two (2)  Members in Good Standing before they will be considered for ballot.

g.  Proposals for inclusion on the ballot must be submitted by one  (1)  and endorsed by two  (2)  Members in Good Standing. 

2.  The Clearing Committee will submit to the Board of Directors a roster of candidates for election and a listing of proposals to be included in the next official publication to be mailed to all members.  All candidates names and listings of proposals will be submitted to the Board of Directors no later than thirty  (30) days after the Annual Reunion

a.  The election of the members of the Board of Directors will be held by letter ballot.  The names will be arraigned alphabetically by position for which they are candidates.

b.  All proposals will be listed after the candidates names on the ballot. 

3.  The Board of Directors will mail the ballots and the newsletter no later than thirty

(30)  days after receipt of listings from the Clearing Committee.  All ballots must be post marked no later than forty five  (45) days after the posting date to be considered. 

4.  Terms of office will begin on 1 January and terminate on 31 December of the year

of expiration of term of office. 

1.  The business property and funds of the F Troop 8th Cavalry Vietnam Veterans Association shall be administered by the officers of the Association.  It will be the duty of the Board of Directors to carry out the objectives of the Association as stated in these bylaws and be responsive to the wishes of the membership.  The Board of Directors shall have full power  and authority to decide,  determine and authorize all acts and doings of the Association. 

2.  In the event of the absence of the President,  the powers and duties of that office will devolve to the Vice-President for the duration of the absence of the President or until the next election,  which ever shall come first.  In the event that the President and the Vice-President are both absent the Board of Directors will nominate a member from the Board of Directors to occupy the position of President until the return of the President or until the next election,  which ever shall come first.  The interim President shall not be forbidden from succeeding himself in the next election nor shall the time served be calculated toward the terms limitations as prescribed in ARTICLE  VII. 

3.  A member of the Association may hold only one position at any given time and will be limited to one vote on any given issue.  The exception will be the President who may cast a tie breaking vote. 

4.  A meeting of the Board of Directors may be called on a forty eight  (48)  hour notice by any of the following:  The President,  the Vice-President or any two  (2)members of the Board.  Notification of the meeting will be made by either the President,  the Vice-President or the Secretary. 

5.  Members of the Board of Directors will not be given a proxy to vote by any other member of the Board of Directors. 

6.  Any Member in Good Standing may attend board or committee meetings as an observer.  Any person wishing to present business before the board or committee may do so at the invitation of the Board President or the Committee Chairman. Any business should be presented in writing to preclude any misunderstandings. 

1.  Persons eligible for membership may establish themselves by meeting the requirements as stated in ARTICLE  IV.  Membership fees will,  if at all possible, preclude additional subscriptions or contributions during the year of membership. 

2.  The Board is authorized to accept dues,  fees,  contributions,  donations and bequests to the Association from appropriate sources.  Monies so received shall be placed in such fund or funds as prescribed by the Board. 

3.  Membership dues shall be paid on the following basis:

a.  F Troop 8th Cavalry Vietnam Veterans Association Member                $25.00  annually

b.  Associate Member                                                                     $25.00  annually

c.  Widow/Widower Members                                                            None

d.  Parents/Wives of POW/MIA’s                                                       None

e.  Honorary Member                                                                      None

4.  Life Membership:  Any member may convert his membership from an annual to

life basis upon payment of $150.00. 

1.  No part of the income or assets of the Association shall inure to any of its members, trustees,  members of the Board of Directors or officers as such,  or be distributed to any of them during the life of the Association or upon its dissolution or final liquidation.  Nothing in this subsection,  however,  shall be construed to prevent the payment or reasonable compensation to officers and employees of the Association in amounts approved by the Board of Directors of the Association.

2.  The Association shall not make loans to its members,  trustees,  Board of Directors, officers or employees.  Any trustees who vote for or assent to the making of a loan or advance to a member,  a member of the Board of Directors,  officer,  trustee or employee of the Association,  and any officer who participates in the making of such a loan or advance,  shall be jointly and severely liable to the Association for the amount of such loan until repayment thereof.

The Association shall be liable for the acts of its officers and agents when acting within the scope of their authority. 

The Association shall have no power to issue shares of stock or to declare or pay any dividends.

1.  The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members,  Board of Directors and subcommittees having any of the authority of the Board of Directors,  and shall also keep at its principal office a record of the names and addresses of its members entitled to vote.  All books and records of the Association may be inspected by any Member in Good Standing,  or his agent or attorney,  for any proper purpose,  at any reasonable time. 

2.  The Association Treasurer will issue an annual financial report at the membership meeting.  The meeting shall be held during the reunion.  All books,  accounts, financial records,  reports,  files and all other papers,  things,  or property belonging to and is use by the Association shall be made available to and Member in Good Standing provided adequate time has been afforded for the preparation for display.  

3.  The Association will retain,  for the minimum of three  (3)  years,  all records pertaining to the Association,  including minutes of meetings,  financial transactions, ballots,  etc.  These records will be made available to Members in Good Standing with reasonable notice.

4.  The Association will maintain on file a listing of all known  F Troop  personnel. This listing will not be released to the general public without the written consent of the person.  Thus listing will not be released for commercial use nor sold to a company or person for commercial use.

Upon dissolution or final liquidation of the Association,  after discharge or satisfaction of all outstanding obligations and liabilities,  the remaining assets,  if any,  of the Association shall be distributed in accordance with the determination of the Board of Directors of the Association and in compliance with the charter and bylaws of the Association and all Federal and State laws applicable thereto.  Such distribution will be consistent with the purposes of the Association.

1.  These bylaws may be amended, altered, or repealed by at least two-thirds  (2/3) of the vote cast by the Members in Good Standing of the Association who must have been notified as provided for in ARTICLE  IX.  Changes to these bylaws shall be proposed to the Board of Directors by a proposal from a Member in Good Standing one  (1),  and two   (2)  endorsements. 

2.  These bylaws are in effect when they have been ratified by an affirmative vote of two-thirds  (2/3)  of those voting in a referendum of the entire Membership in Good Standing of the Association.

_______________________,  

President

F Troop 8th Cavalry Vietnam Veterans Association