Articles of Organization and|
Statement of Authority of
8th Battalion 4th Field Artillery Association
[Adopted September 11, 2000]
1. The 8th Battalion 4th Field Artillery Association (the “Association”) is an unincorporated nonprofit association organized under the Texas Uniform Unincorporated Nonprofit Association Act (Title 6, Chapter 6, Chapter 252 Unincorporated Nonprofit Associations, of the Texas Business Organizations Code
2. The principal office and address of the Association is 175 Victoria Glen DR, The Woodlands, Texas 77384, and the Agent at that address who is authorized to receive process on behalf of the Association is Charles G. White.
3. The membership of the Association consists of the veterans of the 8th Battalion 4th Field Artillery (the “battalion”) who served with the battalion in the Republic of South Vietnam at any time during 1967 through 1971, and who otherwise have qualified as members pursuant to the bylaws of the Association.
4. The bylaws of the Association may authorize an associate non-voting membership in the Association, on such terms and conditions as are set forth in the bylaws.
5. The Association is an organization for the following purposes:
(a) To honor and preserve the memory of those veterans of the battalion and veterans of the United States military who gave their lives in service to their country during the Vietnam conflict;
(b) To promote the recognition of patriotic military service performed by its members and other veterans of the United States military during the Vietnam conflict;
(c) To promote the historical study of the activities of the battalion and the United States military during the Vietnam conflict;
(d) To locate veterans who served with the battalion during the Vietnam conflict;
(e) To sponsor internet web sites which provide public information regarding the participation of the battalion during the Vietnam conflict;
(f) To assist in the sponsoring of periodic reunions of the veterans of the Battalion;
(g) To promote the communication and exchange of information among its members; and
(h) To perform such other lawful activities that are related to the foregoing purposes of the Association.
6. The Association shall have the following powers:
(a) To the extent not prohibited by law, all of the powers available to nonprofit corporations under the Texas Nonprofit Corporation Act, as well as all implied powers necessary and proper to carry out the Association’s express powers and purposes, provided however, that enumeration of powers set forth in this section will not limit the Association’s general or implied powers or any additional powers provided by law;
(b) Purchase and acquire materials, supplies, and services related to the functions of the Association, provided however, that there shall be no power or authority to compensate its managing committee members or its officers, except to the extent of reimbursement for reasonable expenses incurred in performance of their duties in behalf of the Association;
(c) Purchase, receive, lease and own personal and real property which is related to the needs and purposes of the Association;
(d) Sell, transfer, convey, exchange, convert, grant an option, assign, build, manage, operate, control, or otherwise dispose of Association property;
(e) Maintain accounts with federally insured banks for receipt and disbursement of funds of the Association;
(f) Invest excess funds of the Association with federally insured banks;
(g) Borrow money on the Association’s behalf from any person, firm, or corporation for Association purposes, including the borrowing from any officer or managing committee member in an amount not to exceed $1,000.00;
(h) Make contracts, incur liabilities, issue notes and other obligations, and secure obligations by encumbrance of Association property; and
(i) To establish and collect reasonable annual dues to fund the activities of the Association.
7. The Association shall be managed by a committee of not less than five nor more than twelve members. The term "committee" as used in these articles also includes such other title as hereafter may be designated in the Bylaws adopted by members of the Association. Until the first meeting of the Association, the initial managing committee (“ the Committee) of the Association shall be:
J. W. (Bill) Prichard, Jr.
Douglas E. Sult
Charles G. White
8. The following shall govern the the Committee:
(a) The officers of the Association shall be selected by the Committee. The officers shall consist of chairman, vice-chairman, secretary, and treasurer, and such other officers as the Committee in its opinion may be deemed necessary.
(b) A regular meeting of the Committee shall be scheduled to coincide with the periodic reunions to be held by the veterans of the 8th Battalion 4th Artillery.
(c) Additional meetings of the Committee may be held by call of a vote of two or more members of the Committee, in which event the following shall be applicable:
(1) Three days advance notice of the meeting shall be given;
(e) Except where otherwise changed by the membership at a meeting of the membership, the Committee shall have the authority to establish the dues to be assessed. Until bylaws are approved and adopted, the Committee shall have the authority to establish criteria for qualifications for regular membership and associate membership.
(2) Unless otherwise agreed by all members of the Committee, the meeting shall be held by conference telephone call or by exchange of internet email messages. Where a meeting is scheduled by exchange of internet email messages, each Committee member shall be provided an opportunity to vote on the action stated in the notice; and, when less than all members of the Committee participate by email message, the meeting shall not be closed until two days following the time for the scheduled meeting;
(3) A quorum for the Committee meeting shall be two or more members of the Committee;
(4) A simple majority vote of those participating in a meeting of the Committee shall be controlling.
9. The meetings of the membership shall coincide with the periodic reunions to be held by the veterans of the 8th Battalion 4th Field Artillery.
10. The initial Committee shall establish the bylaws of the Association. The Committee of the Association shall have the power to alter the bylaws, except where otherwise restricted by the members of the Association at a meeting of the members. Until such time as bylaws have been adopted, these Articles of Association with such reasonable interpretations and adaptions as are necessary for the functioning of the Association shall be controlling. The Committee may commence the operations and functions of the Association prior to the time that the bylaws have been adopted.
11. These articles of Association may be altered or amended by the Committee at any time prior to first meeting of the members of the Association. Thereafter, the articles of Association may be altered or amended only by a majority vote of the members in attendance at the meeting of the Association which coincides with a reunion of the veterans of the 8th Battalion 4th Field Artillery, or by a special meeting of the Association where amendment of the Articles of Association is placed on the agenda for the meeting, or by majority vote of those casting votes by ballot, when a ballot on the amendment is mailed to all members of the Association.
DATED: September 11 2000; Amended August 11, 2006 following statutory changes; and Amended for address change on July 1, 2013.