Bylaws

ARTICLE I: NAME OF ASSOCIATION

The name of this Association shall be “The 109th Infantry Regiment Association,” a federal tax exempt 501 (c)(19) nonprofit corporation registered with the Commonwealth of Pennsylvania, hereinafter referred to as the “Association.”


ARTICLE II: PURPOSE

The purpose of this Association shall be: to organize the veterans of the 109th Infantry Regiment of the United States Army, in order to foster, encourage and perpetuate the memory of the officers and men who distinguished themselves by their services and sacrifices while with the 109th Infantry Regiment; to promote and cultivate social interaction and fellowship among their descendents; to perpetuate the memory of the achievements of the 109th Infantry Regiment and its members; to comfort and support the current active members and their families of the 109th Infantry regiment: to promote the National Defense, American patriotism and American citizenship; to encourage historical research in relation to Wars; to acquire and preserve the records of the services of the members of the 109th Infantry Regiment as well as documents and relics; to mark the scenes of the activities of the 109th Infantry Regiment with appropriate memorials; to celebrate the anniversaries for the events of our Country’s Wars and conflicts; to foster true patriotism; to maintain and extend the institution of American freedom; and at all times to uphold and defend the Constitution of the United States of America.

Attest:  (Effective Date: 07 March 2012)



_______________________________                                  ____________________________

Secretary                                                                                         President




ARTICLE III: MEMBERSHIP

1. Annual Membership: All persons who served in the United States Army with the 109th Infantry Regiment at any time, who are now retired or on active service, having been honorably discharged, and who pays the required Annual Membership Dues, shall be granted Annual Membership.
2. Memorial Membership: A widow, father, mother, child, brother, or sister of a deceased 109th Infantry Regiment member who would have been eligible for membership in this Association if living, shall be eligible to Memorial Membership and shall be entitled to all privileges of membership except those of voting and holding office.
3. Honorary Life Membership: An Individual who has in a notable manner provided extraordinary volunteer service or assistance or demonstrated extraordinary support of the 109th Infantry Regiment, or this Association, or in some other notable way helped perpetuate the memory of the 109th Infantry Regiment or this Association shall be eligible for Honorary Life Membership. This Honorary Life Membership may be proposed by any Member, in good standing, through a written request to the current President. The President shall, in a timely manner, submit and review the request with the current Association Officers and upon a yes vote of the Board of Directors, the Honorary Life Membership will be awarded and shall be entitled to all privileges of membership except those of voting and holding office.


ARTICLE IV: FISCAL YEAR and DUES

1. The fiscal year of the association shall run from January 1 to December 31.
2. The dues of the 109th Infantry Regiment Association may be adjusted at the Annual Business Meeting by a 2/3 majority vote of members present. No Proxy.
3. Annual Active Duty Membership dues for active duty personnel shall be in accordance with the following table: 
E1-E4 $10.00 
E5-E6 $15.00 
E7- above $20.00 
Alumni (ALL) $20.00
Note:  This applies to Soldiers presently serving with the 109th Infantry Regiment, or who have previously served with said regiment and are still on military duty, or for alumni of the 109th Infantry Regiment.
4. The Association will begin to function 24 March 2012 and will begin to actively seek participants.  Member dues paid in 2012 will contribute to the Alumni activities for 2012.  
5. Starting January 2013 the membership year runs from January 1 to December 31. Annual membership dues shall be due and payable by 30 January of each year of membership.  If dues are not paid by April 1st, the member may be dropped from the rolls.
6. Dues for Memorial Memberships and Honorary Life Memberships shall be complimentary. All presently living 109th Infantry Regiment Medal of Honor recipients or former 109th Infantry Regiment personnel who were Prisoners of War will receive a complimentary Life Membership. The Board of Directors will evaluate any future recipients, as individuals become eligible.


ARTICLE V: GOVERNMENT

1. The governing body of this Association shall be known as the Board of Directors (BOD), under the general management of the elected Officers, hereby know as the executive committee. The executive committee is comprised of the President, Executive Vice President, Senior Vice President, Treasurer, and Secretary. Each member of the BOD shall have one equal vote on the business of the Board. The business of the Association shall be transacted by the BOD at the call of the President or of a majority of the Board. Meetings may be conducted either in person, via conference call, electronic mail, or other correspondence as deemed appropriate by the President and Board of Directors. If meetings are held via conference call(s), the expense of the conference call(s) will be paid by the Association and documented in the annual financial report. Since the BOD has been elected by the membership, it has the authority to make decisions in the interests of the membership, provided that a quorum of at least two-thirds of the BOD is in attendance to vote. As a general rule, decisions made in BOD meetings should be limited to those of an emergency or time sensitive nature and not items that could wait for action at the next Annual Business Meeting. However, the BOD has the sole authority to decide which items it acts upon outside the Annual Business Meeting. The BOD will recommend sites/dates of the annual reunions to the Reunion Advisory Committee. 
2. The election of the Officers of the Association shall be held every two years at the Annual Business Meeting. The Nominations Committee consisting of three (3) Association members in good standing shall prepare and present the slate of Officers. In addition, nominations may be taken from the floor from any member in good standing. A simple majority of those members in attendance shall be sufficient to elect each Officer.

3. Officers and Duties:

A. President
1. He shall, as he deems necessary or advisable to appoint or remove any chairperson, in the best interest of the Association.
2. He shall see that the Association books, records, statements are properly supervised.

3. He shall serve as an ex-officio member on all committees except the Nomination Committee.
4. He shall preside at and call all Association Meetings.
5. He shall work with the Association Officers to structure and set up the Annual Business Meeting.
6. He shall compose the letter of invitation to be sent to all members for the Annual Reunion. 
7. He shall conduct a special Memorial Ceremony in memory of all the honored dead of the 109th Infantry Regiment during the banquet at the Annual Reunion.
8. He will appoint members to the Audit, Membership, Memorial, Nomination, Reunion and any special committees as needed.
9. All other Officers both elected and appointed shall report to the President and shall provide oversight to all areas of the Association. 

10. He shall appoint a Service Officer, Legal Advisor and Parliamentarian to serve for the duration of his elected term.

B. Executive Vice-President
1. During the absence or inability of the President, shall take the place of the President.
2. He shall assist the President in the management of the Association.
3. He shall perform such other duties as may be assigned by the Board of Directors or the President.

C. Senior Vice President(s)
1. Senior Vice President Membership
2.  Senior Vice President Public Relations
a. Each Senior Vice President will give a report on their area of responsibility at each Annual Business Meeting.

D. Secretary
1. He shall be in charge of all membership cards, and mail the same, upon payment of dues, to all members.
2. He shall keep all records and be ready for inspection, upon the President’s request.
3. He shall keep an up-to-date mailing list of members in good standing.

4. He shall keep the minutes of all meetings and read such at the Annual Business Meeting.

5. He shall, as appropriate, mail out dues notice to Annual members.

6. He shall establish and publish the agenda at each meeting at the behest of the President.


E. Treasurer

1. He shall give a full financial report at the Annual Business Meeting.

2. He shall be responsible for all Association funds.

3. He shall ensure that deposits of funds are in the name of the Association.

4. He shall keep all financial records and be ready for inspection, upon the President’s request.

5. He shall open two (2) bank accounts in the Association’s name. One account for General Funds and the other account shall be an interest bearing type account. Transfer of funds between accounts shall be made as necessary and in the best interest of the Association.

6. Association checks will be signed by two personnel of three that are authorized to sign checks.  Authorized personnel are the duly appointed President, treasurer, and Executive Vice President.  He shall coordinate bill payments on behalf of the Association using a two (2) signature rule on each check. 

F. Sergeant -at-Arms

1. He shall maintain order in Association meetings and carry out any requests made by the Association President concerning the meetings.

2. He shall make sure that the meeting room for the Annual Business Meeting is set up so that a table is provided for the presiding officer and he is facing the assembled membership.

3. He shall make sure that an American Flag is at the front of the meeting room for the Annual Business Meeting.

4. He shall lead the membership in the Pledge of Allegiance at the opening of the meeting.

G. Honorary Colonel 

1. He shall function as an LNO between the 109th Alumni Association and the Active 109th Infantry.  

2. He shall attend IDT or AT for any unit within the 109th Infantry as he is available, attend unclassified meetings, FRG activities, or any activity deemed appropriate.

3. He is granted the courteously of an Active Duty Colonel by the Alumni and the Active soldiers.

4. He shall endeavor to inspire the Soldiers of the 109th Infantry Regiment with reflection on our proud heritage and stories of our history which encourage active Soldiers to continue our traditions with the Association.

5. Nominations for this position are selected from the pool of Officers who have completed a successful battalion command. 

H. Honorary Command Sergeant Major 

1. He shall function as an LNO between the 109th Alumni Association and the Active 109th Infantry.  

2. He shall attend IDT or AT for any unit within the 109th Infantry as he is available, attend unclassified meetings, FRG activities, or any activity deemed appropriate.

3. He is granted the courteously of an active Duty CSM by the Alumni and the Active soldiers.

4. He shall endeavor to inspire the soldiers of the 109th Infantry Regiment with reflection on our proud heritage and stories of our history which encouraging active soldiers to continue our traditions with the Association.

5. Nominations for this position are selected from the pool of CMS’ s who have completed a successful Battalion level Duty Assignment.

I. Term of Office and Succession

1. The Officers of the Association shall be elected to serve for a term of two years, or until their successor is duly elected and assumes office. In the event of the death or resignation of the President, the Executive Vice President shall succeed him. The Senior Vice Presidents shall succeed the Executive Vice President, if necessary, in order of Senior VP Membership, then Senior VP Public Relations. Should additional successions be necessary, the remaining Officers will meet in the most expeditious fashion and elect a President by majority vote.


ARICLE VI: MEETINGS

1. The Annual Business Meeting shall be held at the annual reunion.

A. The presence of not less than five (5) Members shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time and date.

B. Only Members in good standing have the right to vote. Questions shall be determined by majority vote, except as noted in these Bylaws.

C. Order of Association Business:

1. Pledge Allegiance 

2. Opening Prayer 

3. Introduction of Members to Meeting

4. Reading of Minutes of Last Business Meeting

5. Reading of Finance Report

6. Report of Officers

7. Report of Committees

8. Unfinished Business

9. New Business

10. For the Good of the Order

11. Nomination, Election and Installation of Officers as needed

12. Closing Prayer
2. The President may call Regular Meetings of the Board of Directors at any time. As a general rule meetings will be held through electronic or telephonic communication. A vote by at least two-thirds (2/3) of the BOD shall constitute a quorum. Questions shall be determined by a majority vote.

3. All Association Meetings shall be conducted in accordance with Roberts Rules of Order, Revised.


ARTICLE VII - COMMITTEES

1. The President of the Association shall choose to activate and make all appointments to Committees at his discretion in accordance with the needs of the Association.

2. The President may appoint Special Committees for other purposes, as he deems necessary.


ARTICLE VIII: PUBLICATIONS

The Association will prepare the “Follow the First” Newsletter as funds allow. The Editor/Publisher of the “Follow the First” Newsletter shall be appointed as required. The President will review each issue prior to publication and offer advice on content and form.


ARTICLE IX: MEMORIAL CEREMONY

At least once each year there shall be a special Memorial Ceremony in memory of the honored dead of the 109th Infantry Regiment, observed by the Association at its Annual Reunion, either at the Annual Business Meeting or the Annual Dinner Banquet.


ARTICLE X: AMENDMENTS

These Association Bylaws may be amended by two-thirds (2/3) vote of members present and voting at the Annual Business Meeting of this Association. No proxy votes will be accepted. The Board of Directors shall approve all changes to these Bylaws, by simple majority, prior to submission to the Membership. The “Follow the First” brochure will publish any proposed Bylaw changes at least one (1) month before the Annual Business Meeting, if possible.


ARTICLE XI: PARLIAMENTARY AUTHORITY

Robert Rules of Order, newly revised, shall govern in all cases not specifically covered by this Association’s Constitution and Bylaws.


ARTICLE XII: EXPULSIONS AND REMOVAL FROM OFFICE

1. Membership Expulsions: Any Officer or Member of this Association may, upon a three fourths (3/4) vote for impeachment by the Board of Directors, be suspended from membership for misconduct or dishonesty involving the Association. Any such member may be expelled from the Association by a two-thirds (2/3) vote of the Members assembled at the Annual Business Meeting. 

2. Removal from Office: An Elected Officer may be removed from office, upon a three fourths (3/4) vote by the Board of Directors, for failure to perform the duties prescribed for the office, conduct unbecoming an officer, conviction of a felony, dishonorable separation from active military service, dishonesty or conduct prejudicial to the Association.

3. Appeals: In all cases involving Suspension, Expulsion or Removal the accused will have the right to be heard in their own defense before the Board of Directors. They shall have the opportunity to present their own testimony or that of others before the BOD.

ARTICLE XIII-ADDENDUM(s)

ADDENDUM A:

A.1  This corporation is incorporated on a non-profit/non-stock basis, and is organized exclusively for charitable, educational and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(b)(c) of the Internal Revenue Code, or the corresponding Section of any future federal tax.

A.2  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers or other private persons, except that the corporation shall be authorized to have power to pay reasonable compensations for services rendered and to make payments and distributions in furtherance of the purposes set fort herein and to reimburse its members, Board of Directors, officers and employees for the reasonable and necessary expenses they incur in performing their duties, all in furtherance of the purposes previously set forth herein.  No substantial part of the activities of the corporations shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing and distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.  Not withstanding any other provisions of these By-Laws, the corporation shall not carry on any other activities not permitted to be carried on: 

(a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or 

(b) by a corporation, contributions to which are deductible, under Section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.


A.3  Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed of by a Court competent jurisdiction of the accounting with the principal office of the corporation is hen located, exclusively for such purposes of such organization or organizations, as said Court shall determine, which are organized and operate exclusively for such purposes.


Approved on Date: _____________________

_________________________                                                  _______________________

Robert R. Molinaro, Secretary                                                    Conrad K. Walsh, President



Addendum B (Reserved)

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