398th Bomb Group Memorial Association

By-Laws


Index of Articles

  1. Organization
  2. Purpose
  3. Membership
  4. Meetings/Voting
  5. Conduct of Official Business
  6. Board of Directors
  7. Officers
  8. Appointed Managers
  9. Committees
  10. Dues
  11. Salaries
  12. Donations
  13. Earnings/Assets
  14. Publications
  15. Website
  16. Amendments
  17. Dissolution Plan

 

ARTICLE I: ORGANIZATION

  1. The name of this Association is the 398th BOMB GROUP (H) MEMORIAL ASSOCIATION, INC. Hereinafter referred to as the“398th BGMA”.
  2. The 398th BGMA is registered as a non-profit educational organization Sec. 501(c)(3) Internal Revenue code of 1954. The 398th BGMA has been incorporated in the State of Alabama since 1981.
  3. The 398th BGMA will conduct their programs and activities for educational purposes within the meaning of Section 501(c)(3) of the Internal revenue Code of 1954 or corresponding section of any future Federal tax code.
  4. The 398th BGMA shall use its funds only to accomplish the purpose specified in ARTICLE II, and no part of said funds shall inure, or be distributed, to members.

ARTICLE II: PURPOSE

  1. The 398th BGMA is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future tax code.
  2. To perpetuate the legacy and history of the 8th Air Force, 398th Bomb Group (H) and the memory of lost comrades for future generations.
  3. To reunite 398th Bomb Group (H) Veterans and relatives at reunions and to provide patriotic, historical and educational activities for all members.
  4. This purpose is carried out by various means such as: The Flak News newsletter, journals, books, reunions, seminars and the official website of the 398th BGMA: http://www.398th.org.

ARTICLE III: MEMBERSHIP

  1. Membership in this organization shall be open to all who are or have been members of, or attached to, the United States Eighth Air Force, 398th Bomb Group (H), their spouses, widows, or widowers, family members, friends, air historians and all who have a genuine interest in the purpose and goals of the 398th BGMA.

Two categories of membership are permitted as follows:

  1. MEMBER (voting): Only members who have paid their current year dues are eligible to vote. There are two classes of voting membership.


    1. Veteran who was on active duty with the 398th Bomb Group (H) during WW II.

    2. A spouse, widow, blood relative, including leagally adopted and step relatives, or in-law of a 398th Bomb Group (H) Veteran.


  2. MEMBER (non-voting):

    1. HONORARY: A non-dues paying person appointed by the Board who does not fit into the above category, but is very supportive of the 398th BGMA objectives and activities, and would bring credit to the organization.

    2. ASSOCIATE: A dues paying person who has no prior relationship with the 398th Bomb Group (H) or its personnel but is interested in its heritage and future.

ARTICLE IV: MEETING/VOTING

  1. The 398th BGMA shall have one membership meeting at the Annual Reunion which shall be reasonably accessible to all members. The location and time of the Annual Reunion and Membership Meeting will be at the discretion of the Reunion Committee. Notice of such meeting will be published in the 398th BGMA newsletter as well as other appropriate veterans publications.


  2. A majority of members eligible to vote in attendance at the Annual Reunion will be required to be present at the Annual Membership Meeting to constitute a quorum and shall conduct the business of the 398th BGMA.

  3. Each member eligible to vote and in attendance at the Membership Meeting shall be entitled to one vote.

  4. At the Annual Membership Meeting and Special Membership Meetings regular voting will be by voice. Election of Officers and Directors shall be by written ballet unless members accede to voice vote. Election will be by plurality in descending order.

  5. Proxy voting is allowed by Directors only (per Article 9 of the Articles of Incorporation) and on specific agenda items.

  6. Special Membership Meetings may be called by the Board of Directors providing all vote-eligible members are notified thirty (30) days in advance of the scheduled meeting. Such meetings shall be reasonably accessible to all members eligible to vote, whether held in an actual physical location, or in an accessible virtual space. Only questions stated in the call may be voted on in Special Membership Meetings.

  7. The Membership Meeting order of business shall be as follows:

    a. Call to Order.
    b. Reading of the Minutes of the Preceding Meeting.
    c. Report of Officers.
    d. Report of Committees.
    e. Unfinished Business.
    f. New Business.
    g. Adjournment.

    This order may be changed by a majority vote of the eligible members.

  8. The latest edition of Roberts Rules of Order shall prevail except as specifically otherwise provided for in these By-Laws.

ARTICLE V: CONDUCT OF OFFICIAL BUSINESS

  1. The business of the 398th BGMA shall be managed by the Board of Directors consisting of five (5) elected Officers, four (4) elected Directors and the functional managerial appointees.

  2. Officers and Directors shall be elected for a term of one (1) year at the annual membership meeting. Nominees who have not served a previous term on the Board must be present at the meeting and must have been a vote-eligible member for the preceding 12 months to be eligible for election. Nominations must be acceptable to the nominee.

  3. Special meeting and mail votes of the Board may be called by the President provided each Board member is polled.

  4. The majority of the Board attending regular and Special Meetings is required in each session to form a quorum for conduct of Board Business. A majority of Officers, Directors and Managers is required for a quorum. Each Board member has one (1) vote.

  5. The Board shall commission a financial audit each year. The Board shall also make such rules and regulations governing its meetings, conduct of business and voting procedure as it may, in its discretion, determine necessary.

ARTICLE VI: BOARD OF DIRECTORS

The Board of Directors includes the elected positions of President, Vice-President, Secretary, Treasurer, Contact Officer and four Directors. Also included are the appointed managers for the functions of: Data Coordinator, Dues/Membership Manager, Flag Coordinator, Group Historian, Internet Webmaster, Photo Historian, Public Relations, PX Manager, Reunion Coordinator & Special Projects Manager. These appointed positions are subject to change, determined by requirements of the 38th BGMA.
Each Officer, Director, Appointed Manager and Committee Member must be a vote-eligible member for the preceding 12 month period.


ARTICLE VII: OFFICERS

  1. PRESIDENT: The President shall preside at he meetings of the Board and the membership and subject to the control of the Board, exercise general management over the affairs of the organization with the authority to delegate such responsibility as deemed advisable. The President will appoint various Managers for the functions of the 398th BGMA. He/She will also make other appointments as necessary to carry out the objectives and planned activities as outlined by the Board. Between scheduled meetings of the 398th BGMA, the President will, as necessary, coordinate the business of the 398th BGMA, approve emergency disbursements by the Treasurer and prepare agendas for forthcoming Board and Membership meetings. The President, along with the Secretary, shall sign all formal instruments required by law or the Board of Directors.

  2. VICE-PRESIDENT: The Vice-President shall provide leadership and direction as required in the absence of the President. The Vice-President will also assume and execute duties and assignments made by the President or the Board. The Vice-President will be responsible for maintaining changes in the 398th BGMA By-Laws, analysis of membership statistics, serve as Chair of the Annual Financial Audit Committee and participate in the Annual Reunion Site Selection Committee.

  3. SECRETARY: The Secretary will maintain the records of the 398th BGMA including minutes of Board and Membership meetings, file certificates required by Federal or State laws, execute duties incident to the office and perform assignments made by the President or the Board.

  4. TREASURER: The Treasurer will receive all funds of the 398th BGMA including dues and contributions as well as PX income (minus a reserve) from the sales of 398th BGMA publications. The position will also require issuing all approved disbursement checks, maintaining accurate records of receipts and expenditures and preparing periodic financial reports for the Board during the year and for the Annual Membership Meeting. Funds deposited in checking and savings accounts not needed for short term liabilities will be invested conservatively to provide additional income. The Dues Manager will assist the Treasurer as may be required to conduct 398th BGMA business.

  5. CONTACT OFFICER: The Contact Officer's name will appear in the 8th Air Force Society and other veteran publications as the 398th BGMA's official contact. Serves as the first contact for the 398th BGMA veterans or other persons interested in dealing with the 398th BGMA on any matter. Responds to these inquires and forwards them to appropriate 398th BGMA officers for handling. Maintains a computerized file of e-mail addresses of 398th BGMA members. Receives new and revised e-mail addresses reported for inclusion into this 398th BGMA data file. These e-mail addresses may be used for the broadcast distributions of 398th BGMA news and other appropriate 398th BGMA activities. Supplies individual Board Members with this e-mail address file upon request.

  6. DIRECTORS: Four Directors are elected annually to provide expert advice and guidance in various ways in the business operation of the 398th BGMA. The Directors are expected to volunteer or are asked to complete major 398th BGMA needs, projects and special assignments that occasionally arise that require leadership and commitment for the over good of the organization.

    7. An Officer or Director may be removed from office and Board for cause at any time by a simple majority vote of the Board.


ARTICLE VIII: APPOINTED MANAGERS

Managers and Committees are designated by the President to support the administration of 398th BGMA business and activities. A Manager may be removed from office and Board for cause at any time by a simple majority vote of the Board.

  1. DATA COORDINATOR: Collects current membership information and updates the official 398th BGMA database file. This database is used for various applications such as creating address files used to mail the 398th BGMA newsletter, the Flak News, to members. Address changes will also be coordinated with the Contact Officer and Dues Manager. This database is also used to keep track of 398th Bomb Group (H) veteran wartime information such as, but not limited to; serial number, rank, crew position pilot, crew members, medals earned, B-17 names, etc.

  2. DUES MANAGER: This function is the focal point for all dues and contributions from members. Follow-up of the receipt of these funds will include recording of payment and any address changes, sending an acknowledgment package to the member when necessary, and forwarding accrued funds to the Treasurer. The address changes will also be coordinated with the Contact Officer, Public Relations Manager and Data Coordinator. The Dues Manager will also assist the Treasurer in developing the financial reports for the annual Board and Membership meetings.

  3. FLAG COORDINATOR: The Flag Coordinator will receive flags from our deceased Veteran's families and ship them overseas to the Flag Coordinator for the "Friends of the 398th" organization. The flags will be flown over the old Nuthampstead Station 131 Airfield in accordance with the wishes of the Veteran's family.

  4. GROUP HISTORIAN: The Group Historian collects and maintains the history of the 398th Bomb Group (H) and prepares biographical information on members. Assembles and manages the 398th BGMA computerized database facilities. Completes research from all possible sources and preserves this historical information in these data files. Devises and maintains the global 398th BGMA database. This information is used to produce digitized reports including those for membership directories, dues paying and contribution records, and other unique 398th BGMA reports concerning its individual veteran membership.

  5. INTERNET WEBMASTER: The Webmaster uses computer skills and technical knowhow to create and maintain a comprehensive website named www.398th.org. The 398th BGMA website provides information related to current Group functions and activities. The website also includes 398th Bomb Group (H) educational data and stories obtained from existing records and the 398th BGMA membership. The Webmaster activity includes working with many individuals and other information sources to make the 398th BGMA website educational and a living document of interest to the membership and the public in general.

  6. PHOTO HISTORIAN: The Photo Historian is responsible for a vast collection of 398th Bomb Group (H) crew and aircraft photographs. This person works diligently to identify each crew member in each photograph using a variety of query methods to the 398th BGMA and to the general public. This is accomplished by posting crew photographs on the 398th BGMA website, in the Flak News newsletter and by displays during Reunions.

  7. PUBLIC RELATIONS: The primary responsibility of the Public Relations Manager is to compose and issue the publication of the 398th BGMA's newsletter, the Flak News

  8. PX MANAGER: Conducts all business of the 398th BGMA PX operation, including sales and inventory control between and during Annual Reunions, and provides a year-end accounting of inventory to the Treasurer. The PX Manager is responsible for the selection of appropriate PX products, the establishment of prices and determination of inventory requirements.

  9. REUNION COORDINATOR: Shall arrange for the scheduling, locations selection, Reunion programs and entertainment, hotel accommodations, bus transportation, negotiating contracts for Reunion services and collects the Reunion funds from the attendees. The Reunion Coordinator and the Site Selection Committee will work together in determining future Reunion site locations and then present site selection to the Board for approval at its Annual Meeting.

  10. SPECIAL PROJECTS MANAGER: The Special Projects Manager will be responsible for any projects which do not fall under the scope of other appointed managers. The duties will be determined as deemed necessary by the President and Board of Directors.

ARTICLE IX: COMMITTEES

  1. The Executive Committee shall include the elected Officers of the 398th BGMA. The Executive Committee, chaired by the President, shall be responsible for drafting meeting agenda, drafting and scheduling main vote motions as required, and carrying out other managerial functions as directed by the Board of Directors.

  2. Standing Committees shall be established by the Board of Directors as required. The President may appoint members of Standing Committees to indefinite terms, subject to the desires of later Presidents and the Board of Directors. Standing Committees will include but not necessarily be limited to the following:

    1. Nominating Committee will consist of three (3) persons: one (1) Officer, one (1) Director and one (1) Appointed Manager or voting-eligible member from the general membership.

    2. Financial Audit Committee will conduct at least one audit of the records of the Treasurer, Dues Manager, Reunion Coordinator and PX Manager annually to insure the 398th BGMA is in legal compliance with Internal Revenue Service regulations and 398th BGMA procedures. The Committee is chaired by the Vice-President, and includes the Secretary and a Board Member appointed by the President. The results of each audit shall be reported in writing to the Board and approved by a simple majority vote of the Board.

    3. Special Assignment Committees will be defined and assigned to support the 398th BGMA activities from time to time as deemed necessary by the President and Board of Directors. Such Committees shall cease to exist at the expiration of their assigned project.

    4. All Committee appointments shall be reviewed by the Board of Directors upon demand of two (2) or more Board Members and if not confirmed, the Board of Directors shall select replacement Committee members for those appointments not confirmed.

ARTICLE X: DUES

  1. The Annual dues and Life Membership dues of the 398th BGMA shall be established by the Board of Directors. The Annual dues of the 398th BGMA shall be paid annually. Dues are required of each 398th BGMA member unless waived by the Board. Dues paying for widows is voluntary.

ARTICLE XI: SALARIES

  1. No salary or monetary compensation shall be paid any Officer, Director, or Appointed Manager, Committee member or a member at large. However, reimbursement can be made to any of the above for out-of-pocket expenses incurred as part of official 398th BGMA business. The Board will adhere to the 398th BGMA Accounting Policies & Procedures specifying allowable out-of-pocket expenses. Such reimbursements will be reviewed by the Treasurer and approved by the President. The Board may hire and fix compensation for any employee or consultant determined to a requirement for conducting the business of the 398th BGMA.

  2. No Member of the Board of Directors or Committees may contract with the 398th BGMA for profit or engage in any buyer-seller relationship with the 398th BGMA for profit.

ARTICLE XII: DONATIONS

  1. Contributions to the 398th BGMA, diminished by the fair value of any goods or services received, are tax deductible. Those donations designated for a specific 398th BGMA purpose shall only be used for that expressed purpose. Donations made for an entity shall be forwarded to that entity. If the designated entity no longer exists, the donor or estate executor shall be contacted for a determination of the appropriate disposition of funds.

ARTICLE XIII: EARNINGS/ASSETS

  1. No part of the earnings or assets of the 398th BGMA shall inure to the benefit of, or be distributed to, its members, trustees, officers or other private persons, except that the 398th BGMA 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 in Article II.

  2. No substantial part of the activities of the 398th BGMA shall be carrying on of propaganda, or otherwise attempting to influence a campaign on behalf of any candidate for public office. Notwithstanding any of the provisions of these articles, the 398th BGMA shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the 398th BGMA.

ARTICLE XIV: PUBLICATIONS

  1. The 398th BGMA shall publish the Flak News newsletter as means of keeping members informed of group activities and help in reuniting friends and crewmates. This newsletter is also a source of historical and educational information pertaining to the 398th Bomb Group (H) during WWII.

  2. The Editor shall be able to call on anyone for information and advice. He/She is answerable to the direction of the Executive Committee for: (a) producing the Flak News and (b) controlling the material submitted for publication and (c) to stay within budget. Each issue must be reviewed for errors and content by an appointed Editorial Committee before publication.

ARTICLE XV: WEBSITE

  1. The 398th BGMA shall maintain a website as an educational means to keep members informed of group activities and assist in providing information about the 398th Bomb Group (H) to anyone interested in learning more about the deeds and exploits of the men who served in the 398th Bomb Group (H) during WWII.

  2. The Webmaster is designated by the President to maintain the website, update the information therein, and continually seek ways to take advantage of new web technology.

ARTICLE XVI: AMENDMENTS

  1. Amendments proposed to the Articles of Incorporation (per Alabama non-profit Corp. Law 10A-3 - 1.02) and/or the By-Laws will be furnished to the Board at least thirty (30) days prior to either an Annual Membership Meeting or Special Meeting.

  2. Amendments to the By-Laws shall be submitted by a member of the Board of Directors or by a member, in writing, and endorsed by five (5) voting-eligible members in order to permit the announcement to reach the Board thirty (30) days prior to the Annual Meeting or Special Meeting.
  3. The By-Laws of the 398th BGMA may be amended by a two-third majority of the Board and subsequently subject to the approval by a two-third majority of the vote-eligible members in attendance at an Annual Membership Meeting.

ARTICLE XVII: DISSOLUTION PLAN

If in the future it appears that the 398th BGMA cannot continue as an active organization, the Board will take dissolution actions as provided by law and these By-Laws.

  1. After all outstanding liabilities are satisfied, the remaining assets will be assigned to the Mighty Eighth Museum at Savannah, Georgia or other non-profit organizations qualified under the then current Section 501(c)(3) of the Internal Revenue Code or any other corresponding provision of a future United States Internal Revenue Law, whose purpose and objectives are similar to those of this organization. Such an organization is to be designated by a majority vote of the Board of Directors.

 

398th By-Laws Adopted and Approved: September 2014