Bylaws
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Donate to the NHA Scholarship Fund through CFC code 1317.
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Article I
Name and Location
Section 1. This corporation shall be known as the NHA Scholarship Fund, herein known as the Fund.
Section 2. The principal office of this corporation shall be located in the State of California.
Article II
Purposes and Objective
Section 1. Purposes.
--To provide recognition and to enhance the prestige of the United States Naval vertical flight community;
--To promote the use of vertical lift aircraft in the United States Navy, Marine Corps and Coast Guard;
--To establish scholarships for students interested in pursuing a career in aviation and related fields of study.
Section 2. Objective. To receive, hold and administer scholarship donations received from persons, other organizations, corporations, foundations and philanthropies in support of the NHA Scholarship Fund programs.
Article III
Memberships Section
The NHA Scholarship Fund will not have a membership program.
Article IV
Governing Bodies
Section 1. The NHA Board of Directors shall govern the affairs of the Fund.
Section 2. The Officers of the Fund shall be responsible for the overall operation of the Fund and shall provide to the Board of Directors an annual status report of Fund operations, finances and scholarships awarded.
Section 3. Operation of NHA and its relationship to the Fund is enumerated in the current version of the Naval Helicopter Association By-Laws.
Article V
Committees
Section 1. The Executive Committee shall consist of a member of the Board of Directors, the President, the Vice President(s), the Secretary and the Treasurer of the Fund. The Executive Committee shall, during intervals between the meetings of the Board of Directors, possess and may exercise all the powers of the Board of Directors in the management of the business affairs of the Fund, except as such matters which the Board has, by resolution, expressly reserved to it. The Executive Committee shall keep full and fair records and accounts of its proceedings and transactions. All actions by the Executive Committee shall be reported to the Board of Directors and shall be subject to revision and alteration by the Board of Directors, provided that no rights of third persons shall be affected by any such revision or alteration.
Section 2. Special committees with limited authority may be established by resolution of the majority of the Executive Committee as such need for them arises.
Article VI
Officers of the NHA Scholarship Fund
Section 1. The Officers of the Fund shall consist of a President, one or more Vice Presidents (one of which may be designated Executive Vice President), a Secretary and a Treasurer. Such Officers shall initially be appointed by the incorporators and shall serve for a one year term or until their successors are elected. Future Officers shall be nominated by the Executive Committee and approved by the Board of Directors.
Section 2. Qualifications for NHA Scholarship Fund Officers must include, but are not limited to, an expressed desire to further the goals of the Fund.
Section 3. Any Officer may be removed by the vote of a majority of the Board of Directors, with or without cause, either at a lawfully convened meeting or by vote by mail/email.
Section 4. Any Officer may resign at any time by giving written notice to the Board of Directors or the Fund President. Any such resignation shall take effect at the time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. The Executive Committee, subject to the approval of the Board of Directors, may fill a vacancy in any office for any reason.
Section 6. The Officers of the Fund shall perform the following basic duties. A more detailed list of duties will be outlined in the NHA Scholarship Fund Operations Manual.
(A) President: The President shall be the Chief Executive Officer of the Fund and shall have general supervision over the affairs of the Fund, subject to the approval by the Board of Directors. The President may sign and execute, in the name of the Fund, deeds, mortgages, bonds, contracts, or other instruments authorized by the Board of Directors. The President shall perform all duties incident to the office of the Chief Executive Officer of the Fund, and such additional duties as may be assigned by the Board of Directors.
(B) Vice President(s): At the request of the President, the Executive Vice President, Senior Vice President or the Vice President in the order designated by the Board of Directors, shall perform all the duties of the President and, when so acting, shall have all the authority and be subject to all the restrictions of the President. The Vice President(s) shall perform any other duties as directed by the President or Executive Committee. .
(C) Secretary: The Secretary shall certify and keep at the principal office of the Fund, the original or copy of its bylaws as amended or otherwise altered to date; maintain and make available to Directors, Officers and members a book of minutes of all meetings of the Fund; ensure that all notices are duly given in accordance with the provisions of these bylaws or as required by law; be custodian of the records and of the seal of the Fund; see that the books, reports, statements and all other documents required by law are properly kept, exhibit at all reasonable times, upon application by any Director, the bylaws and minutes of the proceedings of the Fund and, in general, perform all duties incident to the office of the Secretary and any other duties as directed by the President or Executive Committee.
(D) Treasurer: The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Fund and deposit all such funds in the name of the Fund. The Treasurer shall keep and maintain adequate and correct accounts of the Fund's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus and, upon request, exhibit the above to any Director during business hours at the office of the Fund where the records are kept. The Treasurer shall also render statements and reports as set forth in the Operations Manual and, in general, perform all duties incident to the office of Treasurer and any other duties assigned by the President or Executive Committee.
Article VII
Fund Staff
An Administrative or Executive Director may be employed by the Fund when it is deemed necessary by the Executive Committee and the Board of Directors approves the position. Other staff assistants may be added as the Fund's operations increase. A description of all staff duties and responsibilities shall be outlined in the Fund Operations Manual.
Article VIII
Operations Manual
The Executive Committee shall have responsibility for developing a Fund Operations Manual which will outline all aspects of the Fund's operations and contain the following sections: (1) Standing Committees and their duties and areas of responsibilities; Fund Officers and a detailed list of duties and responsibilities; Fund Staff and a detailed list of duties and responsibilities; a section delineating each scholarship program established by the Fund and a complete overview of the individual programs; an annual calendar of activities and a complete outline of the budget and accounting procedures. The Operations Manual may be added to or deleted from to ensure an accurate overview of all current operations on the recommendation of the Fund's Officers and approval of the Board of Directors.
Article IX
Notices
Whenever any notice is required to be given to any member or Director or Executive Committee member by Statute, or by these bylaws, whether of a meeting or for some other purpose, it may be given personally or sent to such Officer or Director by mail, email or other form of written communication or by publication in any national publication. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail in a sealed envelope; if by email, when a return receipt is displayed on the sender’s computer. A Director or Officer may waive notice of such meeting and the attendance of that Officer or Director shall constitute a waiver except where attendance of that Director or Officer is for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Article X
Miscellaneous Provisions
Section 1. Except as otherwise stated in the Articles of Incorporation, these Bylaws, or by resolution of the Board of Directors, all issues and elections of the Fund shall be decided by majority vote of a quorum of any duly called meeting of the Executive Committee. Whenever the bylaws do not provide otherwise, Parliamentary Procedure in accordance with Roberts' Rules of Order shall be used to conduct all meetings of Officers and Executive Committee of the Fund.
Section 2. The fiscal year of the Fund shall be from I January to 31 December inclusive.
Section 3. Upon dissolution of this corporation, after paying or adequately providing for the debts and obligations of the corporation, the remaining assets shall be distributed to a nonprofit fund, foundation or corporation, which is organized and operated exclusively for charitable, educational or religious and/or scientific purposes and which has established its tax-exempt status under Section 50 1 (c)(3) of the Internal Revenue Code.
Section 4. No part of the net earnings of this corporation shall ever inure to or for the benefit of or be distributed to its members, officers, or other private persons, except that the corporation shall be empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes for which it was formed.
Section 5. Notwithstanding any other provisions of these articles, the corporation shall not carry on any other activities not permitted by a corporation exempt from Federal income tax under Section 501(c)(6).
Article XI
Bylaws
Section 1. These Bylaws shall become effective immediately on their adoption. Amendments to these Bylaws shall become effective immediately on their adoption unless otherwise stipulated.
Section 2. Subject to the limitations contained in the Articles of Incorporation of this 501(c)(6) Corporation and to any other provisions of the law applicable to the amendment of bylaws of non-profit corporations, these Bylaws, or any of them, may be altered, amended, or repealed and new Bylaws adopted by the Directors by vote of three-fourths (3/4) of Directors present at any special or regular meeting of Directors at which a quorum is present; provided that written notice of such meeting and of the intention to change the Bylaws thereat is delivered to each Director at least ten (10) days prior to the date of such meeting.
Section 3. Indemnification: All serving Directors, Officers or employees of the Association shall not be held liable against all expenses and liabilities, including counsel fees, reasonably incurred, or imposed upon that party in connection with any proceeding to which that person becomes involved by reason of holding office or being employed by the Association except in such cases wherein the Director, Officer or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his or her duties
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