Chapter By-Laws

BY-LAWS OF THE UTAH CHAPTER

ASSOCIATION OF THE UNITED STATES ARMY

ARTICLE I.TITLE

This organization, charted under the authority of the Association of the United States Army shall be known as the Utah Chapter of the Association of the United States Army.

ARTICLE II, AIMS AND OBJECTIVES

The aims and objectives of the Utah Chapter of the Association of the United States Army shall be wholly educational, literary, scientific; fostering esprit de corps, dissemination of professional knowledge, and the promotion of the efficiency of the Army components of the Armed Forces and our Country; and by local action to further the aims and objectives of the Association of the United States Army.

The Chapter will neither propagate extremist activities nor advocate violence against others or the violent overthrow of the Government.

ARTICLE Ill, CHAPTER AREA

The area encompassed by the Utah Chapter of the Association of the United States Army shall include: the state of Utah including all 29 counties and municipalities within the state.

The Utah Chapter, as a private organization, may conduct activities on military installations with the consent of the installation commander under the provision of AR 210-22.

SECTION 2. SUBCHAPTERS. The Chapter President may, with the approval of the Board of Directors, and National Headquarters, establish subchapters. The listing of these subchapters will be maintained as part of the permanent records of the Utah Chapter. Subchapters may be added, or deleted, by the president with the consent of the Board of Directors and National Headquarters.

Subchapters may have their own subchapter president, secretary, and vice president as deemed appropriate. Subchapters may have assistant treasurers but Subchapters will not have separate records or bank accounts. The parent chapter remains responsible for all financial matters of the subchapters. Members of the subchapters will remain affiliated with the Utah Chapter but may conduct activities under their own identity.

ARTICLE IV, MEMBERSHIP

SECTION 1. ELIGIBILITY AND CLASSES. Membership in the Utah Chapter of the Association of the United States Army shall be open to those persons residing in, or with place of business in, the regional area designated in Article III above or those who reside outside this area but expressly requested to be affiliated with this chapter, and to those who subscribe to Article II of these By-Laws. Types of membership shall include Individual, Life, and Corporate. Others may become members by specific request to National Headquarters. The chapter may institute Honorary memberships, which will not be carried as such on National rolls. National sustaining member companies will not be members of this chapter but National sustaining member designees will be affiliated with the chapter as individual members. Corporate members will be affiliated with the chapter and corporate member designees will be enrolled as chapter individual members. The Chapter activities will not seek to deprive individuals of their civil rights.

SECTION 2. TERMS OF MEMBERSHIP. Membership in the Utah Chapter of the Association of the United States Army shall remain in force so long as the member maintains current status by payment of dues to National; conduct does not bring discredit on the Chapter, AUSA or the U.S. Army; and meets additional requirements of the Utah Chapter as approved by National.

ARTICLE V, ORGANIZATION

SECTION 1. COMPOSITION AND ELIGIBILITY. The officers of the Utah Chapter of the Association of the United States Army shall consist of an elected president; Vice Presidents, a secretary and a treasurer appointed by the President, The President will be elected by the membership. Other positions are appointive. Vice Presidents, secretary and treasurer will be appointed by the President with the approval of the Board of Directors. Active Component and National Guard and Army Reserve personnel on extended active duty may hold elected office at the chapter level only with the advice and consent of their Ethics Counselor before consenting to serve in an elected office.

SECTION 2. BOARD OF DIRECTORS: The Board of Directors shall consist of the Executive Committee and the Advisory Committee as defined below. The purpose of the Board of Directors is to formulate strategic guidance in the development of policy, programs, and operations for the Chapter. The Board of Directors is chaired by the Chapter President.

SECTION 3. EXECUTIVE COMMITTEE. The Executive Committee of the Board of Directors shall consist of the President, Vice Presidents, Secretary, and Treasurer. The Executive Committee shall be the governing body of the Chapter. They govern in accordance with the By-Laws of the Association of the United States Army and the By- Laws of the Utah Chapter. The Executive Committee shall have the power to act in the board's name in situations requiring decisions before the next scheduled Board of Directors meeting, and will meet monthly or at the call of the president.

SECTION 4. ADVISORY COMMITTEE. The Advisory Committee of the Board of Directors shall consist of liaisons appointed by military commands and installations located in the state of Utah to represent the interests of the command. They are not voting members of the Board of Directors nor does their advice bind the command to any action.

SECTION 5. TERM OF OFFICE. The President shall serve two years or until their successor is elected.

SECTION 6. NOMINATIONS AND ELECTIONS.

Nominations. The President with the consent of the Executive Committee will appoint a Nominations Committee that will solicit a slate of candidates for the office of President to be recommended for election by the general membership of the Utah Chapter. The Nominating Committee must verify qualifications and eligibility of prospective candidates prior to election.

Elections. A biannual meeting of the general membership for the purpose of electing a President shall be held during the fourth quarter of odd number years. The date of this meeting will be set by the Executive Committee. The newly elected President will be installed in the month of January following the election.

Voting. Voting will be conducted at the General Membership Meeting scheduled for this purpose. Voting will be by voice vote. Should the voice vote not be conclusive, a vote by show of hands will be conducted. The election will be decided by a majority vote of those Chapter members present at the General Membership Meeting.

Special Election. In the event the President is no longer able to serve, the First Vice President assumes the duties of president. With the approval of the Executive Committee, the acting president can call for a special election for president prior to the next scheduled biannual election. Nominations and voting will be conducted as specified above.

SECTION 7. DUTIES OF OFFICERS.

President:

Principal executive officer of the chapter. Presides at the meetings of the Board of Directors, Executive Committee and at General Membership Meetings; appoints, with the concurrence of the Executive Committee, any non-elected officers and committee chairpersons; responsible for ensuring a sound organization and effective overall chapter management.

First Vice President -Vice President Membership:

Assists the president in the overall management of the chapter. Presides in the absence of the president. In the event the president is no longer able to serve, assumes the duties of the president until a special election can be held; responsible for recruiting members and maintaining liaison with members.

Second Vice President -Vice President Corporate Membership:

Assists the First Vice President in the overall management of the Chapter. Responsible for recruiting corporate members; maintains liaison with corporate members; and obtains corporate sponsorship of chapter functions.

Vice President Programs:

Responsible for developing membership programs including arranging guest speakers, securing meeting venue and related arrangements.

Vice President Public Affairs:

Responsible for media coverage planning and execution prior to and subsequent to chapter activities; advise the Board of Directors on member participation in media events and coverage.

Vice President Soldier and Family Programs:

Assists in identifying programs that the Chapter could support that enhance soldiers' and family's' needs; arranges Chapter participation in programs where collaboration with other entities will increase effectiveness of the program; assures the Chapter receives appropriate recognition for participation.

Vice President JROTC/ROTC Affairs:

Responsible for effecting liaison with colleges, universities and high school JROTC/ROTC programs; is the principle representative to connect with JROTC/ROTC senior leaders to assure institutions are aware of and participate in AUSA and the Chapter awards programs; assists in seeking Chapter representatives to be present at all JROTC/ROTC awards events.

Secretary:

Serves as primary administrative officer for the chapter. Maintains the chapter records; attend all meetings and keep notes and issues minutes of meetings; responsible for all Chapter correspondence; report to National all Chapter and Board of Directors Meetings, activities, and projects; Insure all officers, committees, and membership are kept informed of important Chapter matters.

Treasurer:

Responsible for proper receipt and disbursement of funds belonging to the chapter and the safeguarding of funds and other assets; maintenance of necessary accounting records and the preparation and submission of financial reports as outlined in the chapter administrative procedures; maintenance of relations with banks and other financial institutions; preparation of written procedures governing financial administration for approval by the Executive Committee; submitting to the Treasurer at National, on forms provided by National Headquarters, financial reports covering the calendar year. Date of submission will be as indicated by the National Treasurer. When considered necessary because of the volume of the workload, the President may appoint an Assistant Treasurer.

SECTION 8. COMMITTEES.

The Chapter President with consent of the Executive Committee will be allowed to form various committees, or ad hoc committees, as deemed appropriate to better enhance Chapter operations.

ARTICLE VI, FINANCIAL CONTROLS

The chapter derives its legal existence from the charter for the Association of the U.S. Army, incorporated in the District of Columbia on 5 July 1950, and operating as an educational organization exempt from Federal income taxation under the terms of Section 501 (c) (3) of the Internal Revenue Code.

Financial administration will be conducted in accordance with written procedures approved by the Board of Directors to ensure compliance with AUSA National guidance and AR 220-1 0.

Neither the Federal Government nor military installations will have any liability for the Chapter's actions or debts.

Public and Association Professional liability insurance coverage for the Chapter and its officers is provided by AUSA National for permitted activities of the chapters. The Chapter will not incur debts beyond its financial capacity to make payments when due. The Chapter will ensure that all required Federal, State and jurisdictional laws are met. Chapter members will not be held liable for debts of, or claims against, the Chapter.

The Chapter will reimburse the US Army for utility expenses, unless use is incidental.

ARTICLE VII, MEETINGS

SECTION 1. General Membership Meetings. A biannual meeting of the general membership for the purpose of electing a Chapter President shall be held in the fourth quarter on odd numbered years. The President elected will be installed in the month of January subsequent to the election. Other General Membership Meetings will be held on dates to be fixed by the president. At least three General Membership Meetings shall be held each operating year.

SECTION 2. Board of Directors Meetings. Board of Directors meetings shall be held quarterly.

SECTION 3. Executive Committee Meetings. Executive Committee meetings shall be held monthly.

SECTION 4. QUORUM. Those members present shall constitute a quorum for the conduct of business at a Chapter General Membership Meeting.

SECTION 5. Authority to Operate on DOD Installation. The installation commander may revoke the permission for the Chapter to operate within the installation's boundaries at any time.

ARTICLE VIII, AMENDMENTS

These By-Laws may be amended at any General Membership Meeting at which a quorum is present and voting, provided advance notice of fifteen days or more of such proposed amendment has been given, and provided further, that such change is approved by the National Association.

ARTICLE IX, DISSOLUTION

In the event that this chapter shall cease to exist for any reason, all assets remaining after all obligations have been satisfied will be transferred to National Headquarters.

These By-Laws adopted by the chapter membership on 6 June 2012

(s) Fred Allen

Approved by National Headquarters on 8 June 2012

(s) John Davies (For the Council of Trustees)