C-7A Caribou Association By-laws
As Amended, January 2013
Article 1. Preamble
The C-7A Caribou Association (“Association”) is a veterans organization
composed primarily of current and former members of the United States
Air Force who were associated with the C-7A/B Caribou aircraft and who
come together through communication and fellowship to remember their
service to the United States of America and to honor the memory of those
who were killed in such service during the war in Vietnam.
Article 2. Name
This Association shall be known as the "C-7A Caribou Association"
Article 3. Purposes
The Association is formed to:
- Foster fellowship among those who flew, maintained, or supported
the C-7A/B Caribou
- Maintain interest in the C-7A/B Caribou and in its mission
- Maintain a roster of persons who may be eligible for membership
- Communicate with persons who may be eligible to join the Association
- Hold reunions of its members; and,
- Honor the memory of those who died in combat during C-7A Caribou
operations in the Vietnam War.
Article 4. Membership
- Eligibility for Active Membership. Persons eligible to
be an Active Member are U.S. Air Force personnel or veterans who:
- Maintained, or
the C-7A/B Caribou or the US Army CV-2.
a. Active Members and Dues. An “Active Member” is one who
is eligible for membership and who has paid membership dues for
the current calendar year. The Board of Directors (“The Board”)
or the active membership shall determine the amount required for
dues, privileges or benefits of the Association.
b. Active Member Rights and Privileges. Only Active Members
may vote or serve as an Officer or a Board Member. Active Members
are entitled to receive the Association newsletter and such other
membership benefits established by The Board or the Active Members.
c. Honorary Lifetime Member. The Board may designate an Active
Member as an Honorary Lifetime Member (“HLM”) for outstanding service
to the Association. HLMs are accorded all the rights and privileges
of active membership without the payment of dues.
d. Roster of Possible Eligible Members. The Board shall designate
a person to maintain a roster of possible eligible members. The
Board shall encourage contact with these persons to verify their
status and encourage them to become Active Members of the Association.
- Other Categories of Relationship to the Association.
In addition to the categories described below, The Board is authorized
to establish other non-voting categories of relationships to the
Association under such terms, conditions, and benefits, as it deems
a. An “Associate Military Member” is one who is a veteran
of the United States Armed Forces who does not qualify for active
membership and who pays dues for the current calendar year. An Associate
Military Member is entitled to all benefits and privileges of membership
except shall not be entitled to vote or serve as an Officer or a
b. An “Honorary Associate Member” is a spouse of a deceased
Active Member and shall be entitled to all benefits and privileges
of membership as an Associate Military Member without the payment
c. “Honorary Friends of the Association” are relatives of
a deceased Active Member who shall be entitled to such benefits
and privileges as determined by The Board, without any payment,
but who shall not be entitled to
vote or serve as an Officer or Board Member]
but who shall not be members
of the Association, and are not entitled to vote or serve as an
Officer or Board Member2.
d. “Friends of the Association” are those who apply to receive
newsletters or other products offered by the Association under such
payments or terms as The Board may set,
but who shall not be members of the Association, and are not entitled
to vote or serve as an Officer or Board Member2.
- Meeting of Members. [
annual]1 A meeting shall be held during
a reunion for the purpose of reviewing the Association's financial
status, plans, and actions, electing Officers and The Board Members,
and conducting such other business that is properly brought before
a. Additional Meetings. Additional meetings may be called
by The Board or by the Active Members according to the procedure
for amending the Association By-laws.
b. Rules of Order for Meetings. Meetings are to be conducted
in accordance with the C-7A Caribou Association
Rules of Order, as modified by the Board or the Active Members.
Minutes shall be taken and published.
- Quorum. Ten per cent (10 %) of the Active Members
present or represented by written proxy held by an active member
at a meeting shall constitute a quorum. The affirmative vote
of a majority of active members voting shall be an act of the Association.
The Secretary shall publish the results of any vote.
- Voting by Mail. A vote of the Active Members between
meetings may be performed by mailing a ballot to the Active Members.
The ballot shall have the issue to be voted upon with an explanation
of the issue and the effects of the issue if it is passed. The affirmative
vote of the majority of the votes cast shall constitute an act of
the Association. The ballot shall specify the date on or before
which the ballot has to be received by the Secretary in order for
the ballot to be counted. The Secretary shall publish the results
of any vote.
Article 5. Authority and Management
- Authority. The Association shall be governed by its active
membership unless delegated to The Association Officers or Board
of Directors (“The Board”) by these By-laws or the active membership.
- Management. The Board and the Officers shall manage association
business between meetings.
- Communications. Board members and Officers may use any
means of communication (including, but not limited to email) to
conduct business or actions of the Board.
- Board Votes. The Secretary shall record Board member’s
Article 6. Management Structure
- Board of Directors. The Association shall have a Board
a. Election and Composition of the Board of Directors. The
Board shall be elected by the active membership at the same time
as the election of the Association Officers. The Board shall be
composed of seven active members. The Board shall be composed of
the President, Vice-President, Secretary, Treasurer and three (3)
Board Members-at-Large. The Board should reflect the general make-up
of the active membership,
but shall not be subject
to any quota system2.
b. Number of Members of the Board of Directors. The number
of the members of The Board may be changed, from time to time, by
the vote of the active membership. The Board may select an active
Association member to fill a vacancy on The Board during its term.
c. Chairman of the Board. The Board shall elect a Chairman
who shall serve during its term. The Chairman shall coordinate issues,
activities, motions, and receive the Board member’s votes.
d. Authority of the Board of Directors. In the absence of
specific direction by the active membership or the By-laws, the
Board may decide and carry out actions in accordance with these
By-laws and the vote of the active membership.
e. Actions by The Board. Actions by The Board shall be by
the affirmative vote of a majority of the Board members. Any Board
action may be vetoed by a vote of a majority of the active membership
at an Association meeting in which a quorum is present. Actions
taken by The Board prior to any rescission or veto shall not affect
Additional Board Requirement. At least one
Board member shall have the skills, software tools, and
responsibility for maintaining the Association web site. His
position on the Board will be specified each year by the
Nominating Committee. If there is no active member qualified to
be and willing to perform the duties of the Webmaster, this
paragraph does not apply.4
- Officers and Appointments. The Association Officers are:
President, Vice-President, Secretary, and Treasurer.
a. Office Vacancy. Should an Office become vacant, The Board
may appoint an Active Member to fill that vacancy until the next
election of Officers.
b. Other Positions, Committees, and Offices. The Board or
the active membership may establish, for specific purposes, other
positions, committees, and offices. Active Members shall fill these
positions and shall serve under such terms and conditions as The
Board deems appropriate.
- Terms of Office. Association Officers and Board Members
shall serve for one year or until a successor is elected. There
is no limitation on successive terms.
- Nominating Committee.
A nominating Committee shall prepare a slate of qualified candidates
for an election.
Nominating Committee shall be appointed by the Board and shall consist
of three active members who have previously served on the Board, but
are not currently serving on the Board. One of the committee members
shall serve a two-year term and the remaining members shall serve a
one year term. No member of the Nominating Committee shall serve
Nominating Committee shall be appointed by the Board and shall
consist of three active members. One of the
committee members shall serve a two-year term and the remaining
members shall serve a one year term. At least one
member of each Nominating Committee shall have previously served as
a Board member, but shall not be a current
Nominating Committee shall produce a slate of candidates with not less
than one name for each of the elected offices specified in these By-Laws.
c. The Nominating Committee shall be autonomous in its deliberations and
the Board shall not alter, by adding to or substituting their judgment
for, any nomination made or not made. The Nominating Committee shall
determine the slate of candidates to be presented at the election being
held and the Board shall not have the authority to alter the slate presented
by the Nominating Committee.
d. The Nominating Committee shall make periodic progress reports to the
Board and shall advise the Board monthly on whether or not it is on
track to finish its work by a target date mutually agreed upon by the
Nominating Committee and the Board at the time of its appointment. The
Committee shall also present a formal report to the membership at the
business meeting, prior to the election, certifying that the results
are authentic, represent their work alone, and have not been altered
in any way.
The Nominating Committee shall serve until the election is held for
which they were appointed.2
Article 7. Adoption of and Amendments to By-laws
- Adoption. The By-laws may be initially adopted by the
vote of the active membership according to the procedures for membership
- Amendments. The By-laws may be amended by the vote of
the active membership according to the procedures for membership
voting. Only amendments proposed by the Board or submitted to the
Association Secretary over the signatures of five percent (5%) of
active members shall be submitted for vote. A ballot with an explanation
of the effect of any amendment shall be submitted to active members
for a vote.
Article 8. Dissolution
- Funds and properties of every nature and kind shall be expended
for the non-profit and exempt purposes of the Association as authorized
by the By-Laws, Active Membership, or Board of Directors, through
dissolution, from time to time.
- Upon dissolution of this Association, in accordance with law,
if any funds or property remain, the same shall be transferred to
any other organization qualified and exempt under Sections 501(a)
or 501(c)(3) of the United States Internal Revenue Code. The transferee
organization shall share similar purposes as this Association, and
such organizations shall include but not be limited to the Air Force
Museum or the Air Force Association.
- Any voluntary sale, lease, exchange, or other disposition of
any major asset, such as real property or substantial movable assets
or investments or substantially all the assets, of the Association
shall be authorized in accordance with the By-Laws of the Association.
The disposition of such assets shall be in accordance with the exempt
purposes of this Association, its By-laws and its Articles of Incorporation.
1 — Amended during the 2003 Business Meeting
2 — Amended by mail vote after the 2007
3 — Amended by mail vote after the 2013 Business Meeting
Amended by mail vote after the 2014 Business Meeting