PREAMBLE
The Association is composed of past and present members of the Armed Forces of the United States and their descendants. It is a Non-Profit corporation per Washington State Certificate of Incorporation dated January 11, 2001 and is a Tax-Exempt 501 (c) (19) organization per the Internal Revenue Service.
These Interim Bylaws (10 October 2023) supersede the original Bylaws of the Association approved on 14 September 2001 and three amendments thereto adopted on 17 May 2002, 2 June 2006 and 16 May 2010, May 2016, 27 September 2019, January 2020 and 30 January 2020.
ARTICLE I
NAME AND PURPOSE
Section 1. Name – 14th Cavalry Association. Hereafter, the “Association.”
Section 2. Purpose
a. Bring together past and present members of the U.S. Armed Forces:
(1) Who served or are serving in a 14th Cavalry unit or a formation derived therefrom,
(2) Who were or are now assigned or attached to a 14th Cavalry a unit or a formation derived therefrom, and
b. To:
(1) Honor and support 14th Cavalry Veteran and Active Duty Members and those associated with 14th Cavalry units and formations.
(2) Honor and pay respects to 14th Cavalry Veteran and Active Duty Members who gave their life or were wounded in service to our nation.
(3) Conduct Association-squadron activities that promote camaraderie and patriotism among all Members and advance the vitality of the Association.
(4) Provide financial support to benefit Members.
(5) Publicize the history, traditions and achievements of the 14th Cavalry.
ARTICLE II
MEMBERS AND MEMBERSHIP
Section 1. Qualifications for Membership
Veterans and Active Duty personnel who served or are serving in a 14th Cavalry unit or a formation derived therefrom, whether assigned or attached thereto, irrespective of race, ethnicity, gender, sexual orientation, religion or national origin.
Section 2. Categories of Membership
a. Veteran Member: Former member of a 14th Cavalry unit or formation assigned, attached or derived therefrom.
b. Active Duty Member: Serving member of a 14th Cavalry unit or formation assigned or attached thereto.
Section 3 – Definitions and Duration of Membership
a. Members who have maintained their current membership in accordance with these bylaws.
b. Duration of Membership- 1-Year, multiple years (but less than lifetime), Life, and Charter (joined prior to or on 2 Feb 2002 and maintained continuous membership since).
Section 4 – Privileges of Membership and Exceptions
Current members may nominate Members for office, vote, be an Officer, Director or Adviser, serve on committees, attend Association functions, and make recommendations about Association affairs, excepting Active Duty Members governed by current Federal Ethics Regulations may not hold office and parents, children and descendants of Members may not nominate, vote, be an Officer, Director or Advisor, or serve on committees.
Section 5 – Associates and Honorary Members
a. Family Associate: Upon request, spouses, widows, widowers, parents or descendants of a member may be become a Family Associate.
b. Honorary Member: Honorary Members, may, if allotted space exists, be nominated by the Commanding Officer or a Squadron Commander of the 14th Cavalry and be appointed by the President of the Association in recognition of exemplary contributions to the 14th Cavalry and/or to the Association, provided that such an appointment will not exceed 2.5% of the total membership.
c. Friend of the Regiment: Persons not eligible for Honorary membership but who have made a significant contribution to the Association may be appointed a Friend of the Regiment by the president, with concurrence of the Executive Council.
ARTICLE III
GOVERNANCE AND ORGANIZATION
Section 1 – Officers, Directors, Advisers
a. Officers: President, Executive Vice President, Vice President, Secretary, Treasurer, and Supply Room Officer constitute the Executive Council (XC) (Sec. 2).
b. Directors: Veteran Members who serve as Director of Membership, Director of Communications, Director of Reunions, and Historian (Sec. 3) to assist the Executive Council (XC) develop and conduct activities that benefit members and sustain the Association. Appointed by the President.
c. Advisers: Active Duty Members who advise the XC and Advisory Board (AB) regarding activities and programs that benefit Members and sustain the Association. Selected by their commander.
Section 2 –Executive Council, Advisory Board, Committees
a. Executive Council (XC)
(1) Purpose: Formulates and manages policies, plans, administration, programs, activities and budget and financial operations to benefit the Association and its Members. Perform duties prescribed by these bylaws and the parliamentary authority adopted by the Association. Fulfill duties and functional interrelationships specified in the Association’s Standing Operating Procedure.
(2) Members: Elected officers and an Active Duty Member Adviser of each active squadron. Chaired by President.
(3) Election and Terms of Office: Elections are annual: Odd numbered years elect/re-elect President, VP, Treasurer; Even numbered years elect/re-elect Executive VP, Secretary, Supply Room Officer. Serve two-year terms unless removed by a majority vote of the Officers. President appoints successors to vacant positions with the concurrence of the XC. Active Duty Advisers to the Council, appointed by their commander, serve an indefinite term consistent with their military duties and active participation as Adviser.
(4) Meetings: Called by the President at least quarterly. May be conducted electronically. Minutes are recorded by the Secretary or a person appointed by the XC and made permanent records of the Association.
(5) Quorum and Voting Majorities: A majority of XC members and at least more than half of the votes cast. Voting may occur in person, by telephone or by e-mail.
b. Advisory Board (AB)
(1) Purpose: Advises the Executive Council (XC) regarding policies, plans, management, operations and financial condition of the Association.
(2) Members: Officers plus two among Past Presidents, Past XVPs, Past VPs; a Veteran Member of each past and present squadron; a Family Associate (subject to Art. II, Sec. 4. a.); and, an Active Duty Member Adviser of each active squadron. Chaired by Past President, Past XVP or Past VP.
(3) Appointment and Term: Veteran and Family Associates, appointed by the President, serve a two-year term unless removed by a majority vote of the Officers. Active Duty Advisers, appointed by their commander, serve an indefinite term consistent with their military duties and active participation as Adviser.
(4) Meetings: Called by the Chair upon request of the President in time to advise on matters referred by the XC. May also meet annually in conjunction with the Annual Meeting. Meetings may be conducted electronically. Minutes are recorded by a person designated by the Chair and made permanent records of the Association.
(5) Quorum and Voting Majorities: A majority of AB members and at least more than half of the votes cast. Voting may occur in person, by telephone or by e-mail.
c. Committees and Committee Membership
(1) Standing Committees.
(a) Nominating:
(1) Purpose- Identify candidates for both elective and appointed positions and maintain lists of both on a continuing basis.
(2) Composition- Past President, Past XVP or Past VP as Chair plus four Veteran Members, two of whom recently left the Army, and a Family Associate (subject to Art. II, Sec. 4. a.). Appointed by the President for indefinite term.
(3) Tasks- Nominate at least one member in good standing for each impending Officer, Director, and Committee Chair vacancy. Send to the President as vacancies occur and annually 60 days prior to Annual Members’ Meetings for review by the XC and concurrence of the AB. Report recommendations at Annual Members’ Meeting.
(4) The President may not serve on or participate in this committee.
(b) Membership:
(1) Purpose- Recruit and retain members.
(2) Composition- Director of Membership Chair Vice President and two Veteran Members who recently left the Army, appointed by the President for indefinite terms, and an Active Duty Member Adviser of each active squadron designated by their commander for an indefinite term consistent with their military duties and active participation as Adviser.
(3) Tasks- Consult frequently with Secretary; Monitor membership statistics and trends; Liaise with and seek advice of squadron NCOs and commanders to ascertain how the Association can be most relevant to AD Troopers; and Develop and conduct membership campaigns under supervision of the XC.
(c) Communications:
(1) Purpose- Inform Members of Association plans and activities via newsletter, Website and e-mail messages.
(2) Composition- Director of Communications as Chair plus Editor and Webmaster. Appointed by the President for an indefinite term.
(3) Tasks- Publish a newsletter and maintain a Website and Facebook Page.
(d) Reunions:
(1) Purpose- Assist planning and execution of annual reunions.
(2) Composition- Director of Reunions as Chair. Appointed by the President for an indefinite term.
(3) Tasks- Identify potential future reunion sites and activities in concert with XVP and recommend to Members at Annual Members’ Meetings.
(e) History:
(1) Purpose- Advance knowledge of and pride in the 14th Cavalry.
(2) Composition- Historian as Chair and Veteran Members of former and current squadrons. Appointed by the President for an indefinite term.
(3) Tasks- Research, update, and maintain Regimental and Association histories.
(f) Budget and Finance:
(1) Purpose- Prepare balanced proposed Annual Operating Budgets, Investment Schedules, and when necessary a Schedule of Dues for each Fiscal Year (1 Jan-31 Dec).
(2) Composition- Treasurer as Chair and two Veteran Members appointed by the President for an indefinite term.
(3) Tasks- Presents documents in 1 above for approval of the XC at least 60 days prior to each FY. Prepares reports of the Association’s investments and actual expenditures versus budget and presents them to the XC quarterly. Advises the XC with respect to dues and fees for Association-wide activities and programs. Reports financial condition at each Annual Members’ Meeting.
(e) Ad Hoc Committees.
The President creates and appoints such committees for particular objectives and temporary purposes. Membership should be representative of the Association or the assigned task. Term is commensurate with the task.
ARTICLE IV
MEMBERS’ MEETINGS
Section 1- Purpose and Frequency.
a. Meetings are called to elect/re-elect officers, receive reports from offices, committee chairs and others, conduct business determined by the President, and select a following-year reunion site.
b. Meetings occur annually, usually in conjunction with a reunion or significant gathering, unless precluded by extraordinary circumstances announced by the President.
Section 2- Quorum.
Twenty-five (25) or more members in good standing physically present at meetings and those whose absentee ballots have been received prior to the meeting.
Section 3- Voting.
a. Voting is conducted at meetings by show of hands or ballot, including absentee ballots certified by the secretary to be valid, for election/re-election of officers, proposed expenditures exceeding $5,000 within a budget-year, selection of future reunion sites, and for other purposes established by the President.
b. Absentee ballots will be managed by the secretary.
Section 4- Nominations for Officer Positions & Voting for Matters before Meetings.
a. At least sixty (60) days prior to meetings the Secretary in coordination with the Chair of the Nominating Committee asks members to:
(1) Nominate members for to-be-vacated officer positions;
(2) and/or to re-elect officers;
(3) and/or to vote on other matters as set forth by the President;
(4) and, if not attending a meeting, to be provided access to an Absentee Ballot for election of officers and to vote on planned motions.
b. Absentee ballots will be made available for those not able to attend the meeting.
c. Absentee voting ends ten (10) days prior to meetings.
Section 5 – Election & Other Matters.
a. Chair, Nominating Committee
Announces names of nominees for election/re-election at the meetings. President calls for nominations from the floor and commences voting for each position. Secretary announces results of absentee votes and President announces results of total votes.
b. Secretary
As necessary, announces results of absentee voting for other matters.
Section 6 – Rules.
The latest newly revised edition of Robert’s Rules of Order will govern the form and conduct of meetings except if otherwise provided in the Association’s Articles of Incorporation.
ARTICLE V
REGIMENTAL SUPPLY ROOM
Section 1- Purpose
Provide items that promote esprit de corps and pride in the 14th Cavalry and the Association at costs that cover operating expenses and generate funds to perpetuate operations and support activities that benefit Members and Active Duty Troopers.
Section 2- Operation
a. Supply Room Officer manages with assistance of a contracted business that specializes in such operations; Oversees operations; and Ensures purchases of new and restock items do not exceed net revenue at time of purchases and can be sold at prices that result in a positive margin.
b. Contract, purchases and operational matters are subject to the approval of the XC. Reports revenue, profit, expenses and losses monthly to Treasurer and quarterly to the XC.
ARTICLE VI
FINANCES, DUES, FEES AND DONATIONS
Section 1 Finances
a. Annual Operating Budget is approved by a majority vote of the XC.
b. Re-characterization or expenditure of the Association’s capital investments defined as Certificates of Deposit or other investment instruments must be approved by a two thirds majority of the Association’s XC at a duly constituted meeting of that committee. Written minutes of the meeting will be recorded and maintained.
c. All funds of the Association are to be maintained in Federal Deposit Insurance Corporation (FDIC) institutions. The Association Treasurer or his designee may use his judgement regarding the Return on Investment (ROI) on individual securities within the Association’s capital investments, however, he is required to make and keep these investments into FDIC insured securities. The Treasurer shall seek advice from the full XC regarding future need to access these funds so invested.
d. Officers, Directors, Advisors or Members of the Association will not be remunerated for their services to the Association. Expenses incurred in the performance of Association business may be reimbursed.
Section 2 Spending Authority of Association Operating Funds
a. Each Officer and Director as defined in Article III, Section 1 is granted a Spending Authority as specified in paragraph b. below. Spending Authority is defined as the maximum amount of the Association’s funds that the individual may spend for an individual purchase. Exceeding this authority requires the approval by simple majority of the XC voting in a meeting called by the Chairperson in person or by electronic means.
b. Spending Authority shall be as follows for the specific positions noted.
(1) President $500.00
(2) Executive Vice President $500.00
(3) Secretary $500.00
(4) Other Elected Officers $200.00
(5) Directors $50.00
Section 3 Dues and Fees
a. Dues and Fees may be set by a majority vote of the XC upon advice from the Budget and Finance Committee.
b. Dues may be levied on Veteran and Active Duty Members of the Association.
c. Activity fees are zero based. Excess funds generated by Fee based and other activities of the Association will be returned to the operating fund. When the operating funds exceed an amount of $10,000.00 plus any forecasted short-term significant expenditures beyond normal operating expenses, the Treasurer shall consider the re-characterization of the excess funds into the Association’s capital investments.
Section 4 Donations
The Association may solicit donations from its members or individuals, groups and organizations outside of the Association for the purpose of commemorating the history of the 14th Cavalry, to provide monetary or non-monetary assistance to Active Duty members of the Regiment or its Squadrons and to provide non-monetary recognition of service to the Regiment.
ARTICLE VII
PARLIMENTARY AUTHORITY
The current edition of Robert’s Rules of Order governs the Association in all applicable cases not inconsistent with these bylaws or any special rules of order the Association adopts.
ARTICLE VIII
AMENDMENT OF BYLAWS
Section – 1 These bylaws may be amended by two-thirds vote by absentee or in-person ballot at any Annual Members’ Meeting provided the proposed amendment is submitted in writing to the President at least 90 days prior to such meetings.
Section 2 – The XC can amend these bylaws for emergency or special purposes on an interim basis. If the emergency or special purpose exists at the time of the next Annual Meeting the amendment must be voted on by the members in attendance. If the need for the amendment does not exist at that time, the interim amendment and reason it was adopted must be reported by the XC to members at the next Members’ Meeting.
Section 3 – Amendments that may change the Association’s Certificate of Incorporation or IRS status will be sent to either or both agencies to ensure the amendments will not adversely affect the Association.
Section 4- The complete text of amendments, date, and name of the presiding officer at the time they are ratified will be recorded, appended to these bylaws, and archived with the Association’s governing documents by the Secretary or a person designated by the President.
ARTICLE IX
INDEMNIFICATION
In the absence of violation of law or bad faith no Officers, Advisers or Directors are liable for the debts, liabilities or obligations of the Association.
ARTICLE X
DISSOLUTION
Upon discharge of all Association liabilities all of its remaining assets are to be contributed to one or more non-profit organizations having a purpose or purposes similar to the Association’s and are at the time exempt organizations per Section 501 (c) (3) of the current IRS Code or corresponding provision of the current U.S. Internal Revenue Act. Final disposition is determined by the XC or as directed by legal authority.
// Thomas F. Cole// //Gordon T. Bratz//
Association President Association Executive Vice President
//Ralph “Lew” Miller// //Maxwell I. Whipps//
Association Vice President (Enlisted Matters) Association Secretary
//Page Berry// //Gerald Mahoney//
Association Treasurer Association Supply Room Officer
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