Be it known that we, the subscribers, do hereby associate ourselves as a body politic and corporation pursuant to the statute laws of ____________ regulating the formation and organization of corporations and the following sections are our Articles of Association:
The name of our association shall be the Fleet Aviation Warfare Systems Operators (FAW) Association. Certificate of incorporation is on file at .
The purposes for which our association is formed are the following: the promotion of interest in aviation warfare systems operations; the furtherance of the public welfare; the advancement of the aviation warfare systems operations; the dissemination of technical, educational and scientific information relating to aviation warfare systems operations; and the paper-based and electronic printing, publishing, and posting of documents, books, magazines, newspapers and pamphlets necessary or incidental to any of the above purposes.
No part of the assets or income of our association shall inure to the benefit of or be distributable to the members, the officers, or any of them, or to other private persons except that our association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein.
The principal office of the corporation shall be maintained __________________.
The affairs of the Association shall be governed by a Board of Directors consisting of the Executive Committee and sixteen divisional Directors as defined in the By-Laws. The Board shall be elected for terms of two years by the members eligible to vote, according to the schedule prescribed in the By-Laws. Election of Directors shall either be by mail or electronic mail vote per the rules and regulations prescribed in the By-Laws. The Board shall meet annually at times and places as provided in the By-Laws. Special meetings of the Board shall be called by the President upon written request of a least one-half of the membership of the Board as then constituted.
The Executive Committee membership shall consist of the President, Vice President, Secretary, Treasurer, and Master-at-Arms. The National President is responsible for all Association activities. The Vice President shall have power of succession to the office of President as hereinafter prescribed. No person shall be eligible for the office of Vice President who does not possess the qualifications herein specified for the office of President. The Secretary’s responsibilities include recording meeting minutes and assisting in the publishing of Association documents. The Treasurer's responsibilities include managing Association funds. The Master-at-Arms' responsibilities include supervision of election results, adherence to national statutes and regulations regarding non-profit corporations, and enforcement of membership ethics.
The Divisional Officers shall consist of the Director, Vice Director, Secretary, Treasurer, and Master-at-Arms. The Director is responsible for all Division activities. The Vice Director shall have power of succession to the office of Director as hereinafter prescribed. No person shall be eligible for the office of Vice Director who does not possess the qualifications herein specified for the office of Director. The Secretary’s responsibilities include recording meeting minutes and assisting in the publishing of divisional documents. The Treasurer's responsibilities include managing divisional funds. The Master-at-Arms' responsibilities include supervision of division election results, adherence to state statutes and regulations regarding non-profit corporations, and enforcement of membership ethics.
The affairs of the Association shall be administered by the Board of Directors. The Board of Directors shall meet either physically, electronically, or via teleconferencing at the call of the President, but no less often than semi-annually. The Board of Directors may at its discretion submit for determination or decision by members of the Board of Directors by mail, teleconference, or electronic mail for vote any proposal pending before the Board. When such submission is made, it shall be in precise terms embodying the text of the proposed resolution. Such action shall be binding upon the Board of Directors.
A vacancy in the Board of Directors shall be deemed to occur upon the death, resignation, recall, or refusal to act as a Director. Upon the occurrence of a divisional Director vacancy, the Secretary shall proclaim it and thereafter the duties of the Director shall be assumed by the divisional Vice Director, and the Vice Director shall hold office of Director for the remainder of the term for which he or she was elected Vice Director. Should the office of Vice Director be vacant, the vacancy shall be filled by appointment by the President. The Vice Director shall also serve as Director at any meeting of the Board of Directors which the Director is unable to attend. Vacancies within the Executive Committee shall be filled by special election.
The Executive Committee shall be nominated by the Directors at the Annual Meeting and elected by the Association membership on odd-numbered years. The officers of each Association Division shall be elected and holding office prior to the Annual Meeting.
These articles may be amended by a three-fourths vote of all Board members, or, provided due notice of the proposed amendment shall have been placed in the mail to each Board member at least thirty days in advance, by a two-thirds vote of all Board members. The Board of Directors may from time to time adopt By-Laws not inconsistent with the Articles and applicable statutes. By-Laws may be amended by a three-fourths vote of all Board members, or, provided due notice of the proposed amendment shall have been placed in the mail to each Board member at least thirty days in advance, by a two-thirds vote of all Board members. Notices shall be sent either by First-Class mail, Web site posting, and/or electronic mail (return receipt requested).
The membership of the Association shall consist of:
(a) Full members who shall be entitled to all rights and privileges of the Association except as otherwise provided in these Articles, in the Bylaws, or in the Rules and Regulations of the FAW Divisions;(b) Associate members who shall be entitled to all rights and privileges of the Association except the right to vote for Directors and Directorate Officers and the right to hold office.
The Board of Directors shall by appropriate By-Laws specify the requirements of each membership class, provided, however, that the Board of Directors shall not terminate or reduce the rights of any member except for the lapse or termination of a condition now required as precedent to the exercise of such rights. Nothing herein contained shall preclude the Board of Directors from expelling a member upon good cause shown and after notice and an opportunity to be heard.
No persons shall be eligible for or hold either National or Divisional office whose business connections are of such nature that they could gain financially through the shaping of the affairs of the Association by the Board, or by the improper exploitation of their office for the furtherance of their own aims or those of their employer. The primary test of eligibility under this Article shall be the freedom from commercial or governmental connections of such nature that their influence in the affairs of the Association could be used for their own private benefit.
No substantial part of the activities of our Association shall be attempting to influence legislation, and our Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, our Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of our association.
Upon the dissolution of our Association, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of our Association, dispose of all of the assets of our Association exclusively for the purposes of our Association in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of our association is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated for such purposes.