WWII AIRSOFT ASSOCIATION
TABLE OF CONTENTS
I GENERAL PROVISIONS 1
1.1 Introduction 1
1.2 Definitions 1
1.3 Application 2
II PURPOSES 2
2.1 General Purpose 2
III MEMBERS AND MEMBERSHIPS 3
3.1 Candidates 3
3.2 Members 3
3.3 Membership Privileges 3
3.4 Transfer of Memberships 3
3.5 Register of Members 3
3.6 Suspension of Memberships 4
3.7 Termination of Membership 4
IV ASSOCIATION MEETINGS 5
4.1 Annual Association Meetings 5
4.2 Special Association Meetings 5
4.3 Place of Meetings 5
4.4 Notice of Meetings 5
4.5 Quorum 5
4.6 Record Date 5
4.7 Votes 6
4.8 Required Vote for Approval of Membership 6
4.9 Proxies 6
4.10 Conduct of Meetings of Members 6
4.11 Advance Notice of Member Proposed Business At Any Meeting 6
V BOARD OF DIRECTORS 7
5.1 Number, Term, and Qualification 7
5.2 Election and Appointment 7
5.3 Removal of Directors 7
5.4 Resignation of Directors 7
5.5 Vacancies in General 8
5.6 Vacancies Due to Increase in Directors 8
5.7 Organizational Board Meetings 8
5.8 Regular Board Meetings 8
5.9 Special Board Meetings 8
5.10 Attendance at Board Meetings 8
5.11 Meetings by Telephone Conference and Other Electronic Means 8
5.12 Action by Directors Without a Meeting 9
5.13 Waiver of Notice 9
5.14 Conduct of Board Meetings 9
5.15 Quorum and Votes of the Board 9
5.16 Report to Members 9
5.17 Compensation 10
5.18 Powers and Duties 10
5.19 Restrictions on Powers 11
VI OFFICERS 11
6.1 Designation 11
6.2 Appointment of Officers 11
6.3 Term and Removal of Officers 12
6.4 President 12
6.5 Vice President 12
6.6 Secretary 12
6.7 Treasurer 12
6.8 Execution of Instruments 12
6.9 Compensation of Officers 13
VII FINANCES AND ASSESSMENTS 13
7.1 Annual Budget 13
7.2 Collection of Assessments 13
7.3 Depositories 13
7.4 Fiscal Year 13
7.5 Application of Payments and Commingling of Funds 13
7.6 Accounting Records; Audit 13
7.7 Account Statements 14
VIII RULES AND REGULATIONS 14
8.1 Adoption 14
8.2 Compliance with Regulations 14
9.1 Creation of Units 14
9.2 Unit Criteria 14
9.3 Unit Recognition Application 15
9.4 Recognition by the Board 15
9.5 Unit Privileges 15
9.6 Withdrawal of Unit Recognition 15
X APOLITICAL ORGANIZATION AND NON-DISCRIMINATION 16
10.1 Prohibited Activities 16
10.2 Discrimination Prohibited 16
10.3 Certain Discrimination Allowed 16
10.4 Rules and Regulations 16
10.5 Authenticity Exceptions 16
XI INDEMNIFICATION 17
XII AMENDMENTS TO THE BY-LAWS 17
XIII TERMINATION/DISSOLUTION 17
13.1 Approval 17
13.2 Procedure. 17
XIV MISCELLANEOUS PROVISIONS 17
14.1 Notices 17
14.2 Liability Survives Membership 18
14.3 Severability 18
14.4 Captions 18
14.5 Number and Gender 18
14.6 Waiver 18
14.7 Interpretation 18
14.8 Construction and Interpretation 18
WWII AIRSOFT ASSOCIATION
1.1 Introduction. The WWII Airsoft Association is a not-for-profit corporation, organized and existing under the laws of the State of Illinois for the purposes identified below.
1.2 Definitions. Unless expressly indicated to the contrary, the terms used in these Bylaws have the meaning identified below:
1.2.1 “Act” means the Illinois General Not For Proft Corporation Act of 1986, 805 ILCS 105/101.01 et seq., as amended and replaced from time to time.
1.2.2 “Airsoft Equipment” means replica firearms and other weapons discharging plastic spherical BB’s of six millimeters in circumference.
1.2.3 “Articles” means the Articles of Incorporation of the Association, as amended from tie to time
1.2.4 “Assessment” means a charge of money approved by the Board and levied upon Members for the purpose of funding the Association and its operations as provided by the Association Documents.
1.2.5 “Association Documents” means the Articles, these Bylaws, and all Rules and Regulations, as each may be respectively amended from time to time.
1.2.6 “Association Event” means all events organized or sponsored, in whole or in part, by the Association or held, in whole or in part, under the auspices of the Association.
Association Events include educational programs and presentations and skirmishes and mock battles using Airsoft Equipment organized by the Association.
1.2.7 “Association” means the WWII Airsoft Association, an Illinois not-for-profit corporation.
1.2.8 “Board” means the Board of Directors of the Association elected under Article V below.
1.2.9 “Candidate” has the meaning identified in Section 3.1 below.
1.2.10 “Claims” has the meaning defined in Article XI below.
1.2.11 “Director” means an Director elected to serve on the Board under Article V below.
1.2.12 “Member” has the meaning defined in Section 3.2 below.
1.2.13 “Membership” means the rights and duties of membership in the Association granted to each respective Member.
1.2.14 “Officer” has the meaning defined in Article VI below.
1.2.15 “Participant” means an individual that participates in an Association Event regardless of whether they are or are not a Candidate or a Member.
1.2.16 “Personal Charge” means a charge of money imposed on an individual Participant, other than an Assessment, for a service the Association renders to such Participant or expense that the
Association incurs or is responsible to pay because of the action or omission of such Participant.
1.2.17 “President” means the Officer defined in Section 6.4 below.
1.2.18 “Regulation” has the meaning identified in Section 8.1 below.
1.2.19 “Rule” has the meaning identified in Section 8.1 below.
1.2.20 “Secretary” has the meaning defined in Section 6.6 below.
1.2.21 “Treasurer” has the meaning defined in Section 6.7 below.
1.2.22 “Unit” means a formation established in accordance with Article IX below.
1.2.23 “Vice President” has the meaning defined in Section 6.5 below.
1.3 Application. All present and future Members are subject to these Bylaws as amended from time to time. Applying for a Membership, and/or the entering into of a Participation Agreement by
a each Participant and Candidate, constitutes an agreement to comply with the Association Documents as each may be amended from time to time.
2.1 General Purpose. The Association is a not-for-profit organization composed of historians and hobbyists dedicated to preserving the history of the Second World War and the era in which it
occurred. In pursuit of this purpose, the Association shall, among other things, organize educational events and presentations by veterans, scholars , and historians, organize forums for
discussion of the Second World War and the era in which it occurred, organize training, encampment, and mock battle reenactments using Airsoft Equipment and similare equipment, organize
public displays, and promote collecting and preservation of original and reproduction militaria and memorabilia from the Second World War. The Association shall seek to foster greater interest
and understanding of the Second World War and the era in which it occurred among all Participants and the general public.
MEMBERS AND MEMBERSHIPS
3.1 Candidates. A Candidate is any individual that has entered into a Participation Agreement and has been accepted to participate in Association Events in accordance with the applicable
Participation Agreement and the Association Documents. Candidates may participate in Association Events. A Candidate may apply to become a Member after completing participation in at least
two Association Events, complying with the Association Documents and their applicable Participation Agreement, and submitting a completed Membership application to the Board.
3.2 Members. A Member is an individual that has (a) completed the Candidate requirements identified in Section 3.1 above, (b) agreed to comply with the Association Documents,
and (c) has been recognized as a Member by an act of the Board.
3.3 Membership Privileges. Among other things, each Member shall enjoy the right to participate in Association Events, vote upon Association business in accordance with Article IV below,
serve as a Director, serve as an Officer, establish and serve in a Unit, and hold himself or herself out as a Member.
3.4 Transfer of Memberships. Membership is personal to each individual Member. Accordingly, no Member may transfer all or any portion of his/her Membership.
3.5 Register of Members. The Association shall at all times maintain a Register of Members which shall be updated quarterly. The Register of Members shall include all information received
by the Association concerning each Member as each respective Membership is issued, cancelled, and/or otherwise modified, including the name of each Member, their home address, home telephone number,
home fax number, and home e-mail address, and the date the applicable Membership was issued, and the identity of any Unit(s) that Member belongs to. The Association shall not publish or furnish
the name or personal information of any Member to any third-party or other Member except as required by law. The Association shall initiate a mailing to Members upon the request of any Member
if the proponent of such a mailing proves to the Board that the purpose of such mailing is reasonably calculated to advance legitimate Association business (e.g., proxy solicitation) and the
Member who requests such mailing reimburses the Association in advance for the Association's actual costs in performing the mailing.
3.6 Suspension of Memberships. If a Member fails to comply with the Association Documents, the Association may suspend such Member’s Membership, including all or some of his/her Membership privileges.
3.6.1 Monetary Failure. The Board may suspend a Membership if the applicable Member fails to timely pay any Assessment(s), Personal Charge, or any other amount owed to the Association..
Such suspension shall become effective three business days after the Association gives the applicable Member written notice of his/her suspension. Such suspension shall continue until the amount owed
is paid to the Association or until the Board reinstates the applicable Member.
3.6.2 Non-Monetary Failure. The Board may suspend the Membership of any Member that fails to comply with any non-monetary provision of the Association Documents. Suspension may last:
(a) for a finite time period, (b) until the applicable failure is cured, (c) until the Board reinstates such Member, or (d) until the Membership is terminated under Section 3.7 below.
The affected Member shall be given the at least 30 days prior written notice of his/her suspension and an opportunity to present a written or oral defense to the charges that are the basis for his/her suspension.
The Board shall decide whether such Member's defense shall be presented orally or in writing. If the suspension is for a finite time period, then such Member's Membership (or suspended rights and privileges)
shall automatically be reinstated when the applicable period expires. Except as otherwise provided by law, any costs reasonably incurred by the Association in connection with its actions in connection with
suspending a Membership under this Section 3.6.2 (including reasonable attorney’s fees and costs) shall be assessed against the suspended Member as a Personal Charge.
3.6.3 Summary Suspension. Any combination of two Directors, Officers, or other persons authorized by the Board, may summarily suspend the Membership of any Member that violates Article X below or any Rule or
Regulation concerning safety at Association Events established under Section 5.18(e) below. Such summary suspension shall last for a maximum of ten days, unless extended by the Board in accordance with Section 3.6.2 above.
3.6.4 Rights/Privileges to be Suspended. The Board may suspend a Membership in full or may suspend one or more of a Member's Membership rights and privileges, including, but not limited to, the
right to vote, identify his self or her self as an Association Member, and to participate in Association Events.
3.7 Termination of Membership. The Board may terminate the Membership of any Member that fails to comply with the Association Documents. The affected Member shall be given the at least 30 days prior
written notice of the proposed termination of his/her Membership and an opportunity to present a written or oral defense to the charges which are the basis for termination. The Board shall decide
whether such Member's defense shall be presented orally or in writing. The Board shall decide whether to terminate the applicable Membership within five days after an oral presentation of the
affected Member’s defense or submission of their written defense, as the case may be. The Board’s decision shall be final and unappealable. Except as otherwise provided by law, any costs
reasonably incurred by the Association in connection with actions under this Section 3.7 (including reasonable attorney’s fees and costs) shall be assessed against the applicable Member as a Personal Charge.
4.1 Annual Association Meetings. The Association shall hold an annual meeting of Members on the second Saturday in the month of March in each respective calendar year. At the first annual meeting,
and at all subsequent annual meetings, the Members shall elect Directors to serve on the Board in accordance with these Bylaws and shall transact such other business as may properly come before them.
4.2 Special Association Meetings. Special Association meetings may be called for any lawful purpose or purposes, unless otherwise prescribed by law, (a) upon the vote the Board or (b) at the written
request of at least 25% of the all Members. Each such request shall state the purpose or purposes of the proposed special meeting. Any business transacted at a special meeting shall be confined to
the subject(s) described in the applicable notice.
4.3 Place of Meetings. All Association meetings shall be held at a place designated by the Board and stated in the notice of the applicable meeting. Each Association meeting shall be open to all
Members, their proxies and such other persons as are not expressly excluded from such meeting by the vote of the Members attending (for special meetings called by Members) or by the vote of the
Board (for special meetings called by the Board).
4.4 Notice of Meetings. The Association shall send written notice of the annual meeting and any special meeting to each Member at his/her address as shown in Register of Members. Such notice shall
include an agenda for the applicable meeting (including, in the case of the annual meeting, the orders of business to be considered at that meeting and the name, address and a brief biographical
description, if available, of each Director candidate). Each notice shall be sent to each Member by (a) U.S. Mail, postage prepaid, (b) by facsimile, or (c) by e-mail, in accordance with
Section 14.1 below, at least 30, but no more than 60, days before the date of the applicable meeting. Each notice shall specify the time, date, and place of the meeting and shall also state whether
it is an annual or a special meeting. In the case of a special meeting, the notice shall briefly describe the business to be transacted, or anticipated to be transacted, at such meeting.
4.5 Quorum. Except as otherwise provided elsewhere in these Bylaws, the presence, in person or by proxy, of at least majority of the Members shall constitute a quorum at all meetings of the Association.
If a quorum is not present, no business shall be conducted and the meeting shall be adjourned without fixing a date for a future meeting or action.
4.6 Record Date. The Board may fix a date as a “record date” in order to determine the identity of the Members entitled to notice of, be counted for quorum purposes, and vote at, any meeting.
The record date shall be a date after the date of the Board's adoption of a resolution appointing the record date. The record date shall be at least 45, but no more than 75, days before the date
of the applicable meeting. When a record date is fixed, only those Members identified in the Register of Members on that date shall be entitled to notice of, be counted for purposes of establishing
a quorum, and to vote at, the applicable meeting. Once the record date has been established, the Secretary shall prepare a complete record of applicable Members. If the Board fails to appoint a
record date, the record date shall be seven days before the notice to Members of the applicable meeting is first dispatched to the Members.
4.7 Votes. Each Member may cast one, and only one, vote on each matter voted upon by the Association. However, a Member may cast additional votes to the extent s/he serves as a proxy for another
Member(s) in accordance with Section 4.9 below.
4.8 Required Vote for Approval of Membership. Unless otherwise provided in the Association Documents, the vote of the majority of the Members attending a meeting, in person or by proxy, at which
a quorum is present, shall be the act of the Members and the Association.
4.9 Proxies. Unless otherwise prohibited by law, Members mat cast votes in person or by proxy, provided the right of proxy is granted on a form provided by the Board or is otherwise reasonably
acceptable to the Board. All proxies shall be in writing, signed and dated by the granting Member, identify the name of the proxy, and shall be filed with the Secretary at or before the time the
applicable meeting or meetings to which such proxies pertain is/are called to order. No proxy shall be effective for more than one year after the date of its execution.
4.10 Conduct of Meetings of Members. Annual and special meetings shall generally follow reasonable and fair procedures. Subject to the foregoing, the conduct of each meeting and the determination
of procedures shall comply with latest edition of Olek & Green, Parliamentary Law & Practice for NPOs.
4.11 Advance Notice of Member Proposed Business At Any Meeting. For business to be properly brought before any meeting by a Member, the Member must give timely written notice of such business to
the Secretary. To be timely, the Secretary must receive written notice of such business at least 25 days before the applicable meeting; however, if less than 40 days prior notice of the meeting
is given, such notice must only be received by the Secretary at least 15 days after the date notice of the meeting is first dispatched to the Members. Such a notice to the Secretary shall
identify (a) a brief description of the proposed business and the reasons for conducting such business at the meeting; (b) the name and address of the proposing Member; and (c) any material
interest of the proposing Member in such business. The term “business” refers to any matter on which the proposing Member desires to be brought before a meeting for consideration including,
but not limited to, the nomination of Director candidates.
BOARD OF DIRECTORS
5.1 Number, Term, and Qualification. Except as required by law, the affairs of the Association shall be governed by the Board. The Board shall be composed of three Directors. Each Director must
be a Member in good standing; however, no Member and his/her spouse may both be Directors concurrently. The number of Directors may be increased or decreased from time to time by an amendment
to these Bylaws; however, the Board shall be composed of at least three, but no more than seven Directors, and the Board shall at all times be composed of an odd number of Directors. No decrease
in the number of Directors shall have the effect of shortening the term of any incumbent Director. Each Director shall serve until the election of his/her successor or until his/her death,
incapacity, resignation, or removal in accordance with these Bylaws or termination of his/her Membership under Section 3.7 above. If the Membership of a Director is suspended in full or in
part under Section 3.6 above, such Director’s directorship (e.g., right to attend and vote at Board meetings) shall also be suspended.
5.2 Election and Appointment. Election of Directors shall be held at each annual Association meeting, starting with the first annual Association meeting. Each Director shall be elected at
each respective annual meeting; election of Directors shall not be staggered.
5.2.1 Failure to Hold Annual Meeting. If, for any reason, an annual Association meeting is not timely held in accordance with 4.1 above, the Board shall cause the election to be held as
soon thereafter as is reasonably convenient. The failure to hold such an election at the designated time shall not cause any forfeiture or dissolution of the Association, but the Illinois
Circuit Courts may summarily order such an election to be held upon the application of any Member. At any election pursuant to such order, the Members entitled to vote in such election
that are present at such meeting, either in person or by proxy, shall constitute a quorum for such meeting, notwithstanding any other provision of these Bylaws, including Section 4.5 above, to the contrary.
5.2.2 Voting. Each Member shall have one vote for each seat on the Board up for election. For example, if three seats are open for election, each Member may cast one vote for each seat.
Cumulative voting for Directors shall not be permitted.
5.3 Removal of Directors. A Director may be removed before the expiration of his/her term of office if at least 75% of all Members vote for his/her removal at a special meeting properly
called for such purpose.
5.4 Resignation of Directors. Any Director may resign at any time by sending written notice of his/her resignation to the President. If the President resigns, or if there is no sitting
President at the time another Director resigns, the resigning Director shall send written notice of his/her resignation to the Secretary. If there is no sitting President or Secretary at
the time another Director resigns, the resigning Director shall send written notice of his/her resignation to the each of the remaining Directors. Such resignation shall take effect upon receipt
by the President or Secretary, or each of the remaining Directors, as the case may be.
5.5 Vacancies in General. If any Directorship becomes vacant by reason of a Director’s death, incapacity, resignation, removal from office, or otherwise, a majority of the remaining
Directors, though less than a quorum, may choose a successor or successors to fill such vacancy. In the case of tie, the Members shall elect a replacement Director to fill the vacancy
at a special meeting. Each Director so elected shall serve out the remaining term of his/her predecessor.
5.6 Vacancies Due to Increase in Directors. Any Directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual meeting or specia
l meeting properly called for that purpose.
5.7 Organizational Board Meetings. Each time Directors are elected to the Board, the Board shall hold an organizational Board meeting immediately after the applicable annual or special
meeting of the Association. No notice of each such organizational Board meeting shall be required.
5.8 Regular Board Meetings. Regular meetings of the Board may be held at such time, date, and place as shall be determined from time to time by the President; however, at least one meeting
shall be held during each calendar year. Regular and special meetings of the Board shall be held in Cook, Lake, or McHenry County, Illinois unless a meeting at another location would
significantly reduce the cost to the Association and/or inconvenience to Directors and the Board unanimously consents to such an alternate location. Notice of regular Board meetings shall
be given to each Director personally, by mail, facsimile, e-mail, or telegraph, at least ten days before the scheduled meeting date. Notices of regular Board meetings shall state the time,
date, and place of the applicable regular Board meeting.
5.9 Special Board Meetings. Special Board meetings may be called by any two Directors, or by the President, by giving at least three days prior written notice to each Director. Notices of
special Board meetings shall state the time, date, place, and purpose of the special Board meeting. Actions at special Board meetings shall be limited to the purpose(s) identified in the
5.10 Attendance at Board Meetings. Regular and special Board meetings shall be open to Members; however, only Directors may participate in any deliberation or discussion, unless others are
expressly authorized by the vote of the Board. The Board may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the
Association is, or may become, involved, and other business of a confidential nature. The nature of all business to be considered in executive session shall first be announced in open
session and recorded in the minutes of the applicable meeting.
5.11 Meetings by Telephone Conference and Other Electronic Means. Both regular and special Board meetings may be conducted in person, by telephonic conference, or by other reasonable
electronic means (e.g., MSN Messenger, Microsoft Meeting). To the extent permitted by law, any Director who does not attend regular or special meeting of the Board in person, but who
is in telephonic or electronic contact with the other Directors during such meeting and is thereby able to participate in the discussions, reports, debates, votes, and other matters
conducted, shall be deemed to attend such meeting for all purposes, including the purpose of creating a quorum. During any Board meeting conducted by telephonic or electronic means, each
Director shall be in telephonic or electronic contact with every other Director participating in such meeting, whether by direct telephonic or electronic contact or through the use of a
telephone speaker or similar device so that any discussion among Directors may be heard by each Director and others present at such meeting.
5.12 Action by Directors Without a Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all Directors individually or collectively consent
in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Any action by written consent shall have the same force and
effect as a unanimous vote of the Directors.
5.13 Waiver of Notice. Any Director may at any time waive notice of any meeting of the Board in writing and such waiver shall be deemed to be the equivalent of that Director having actually
been given notice of such meeting. Attendance by a Director at any meeting of the Board, either in person or by telephonic or electronic means, shall constitute a waiver by him/her of
notice of the time, date, place and business of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened.
5.14 Conduct of Board Meetings. Meetings shall generally follow reasonable and fair procedures. Subject to the foregoing, the conduct of any meeting and the determination of procedures shall
comply with latest edition of Olek & Green, Parliamentary Law & Practice for NPOs. The President shall preside as the chairperson at each Board meeting.
5.15 Quorum and Votes of the Board. At all meetings of the Board, a bare majority of the Directors shall constitute a quorum for the transaction of business. The vote of a majority of the
Directors present at a Board meeting at which a quorum has been established shall constitute the decision and act of the Board. If no quorum is established at any meeting of the Board, a
majority of those Directors present may adjourn the meeting one or more times, to a subsequent time, date, and place. At any such reconvened meeting of the Board at which a quorum has been
established, any business which might have been transacted at the meeting before its adjournment may be transacted without further notice. Any Director who is present at a Board meeting at
which action is taken on any Association matter(s) shall be presumed to have voted in favor of , or consented to, such action, unless s/he affirmatively votes against such action or abstains.
Directors may not vote by proxy or by secret ballot at Board meetings. All votes and abstentions by Directors present at a Board meeting shall be recorded in the minutes of the applicable meeting.
5.16 Report to Members. The Board shall provide the Members with a summary of the proceedings of Board meetings and any action taken by the Board with or without a meeting within 30 days after
such meetings and actions respectively. The Board may provide such notice by any reasonable medium; however; summaries shall be presumed properly provided if posted on the Association’s
Internet website or circulated to each Member e-mail’s e-mail address identified in the Register of Members.
5.17 Compensation. No Director shall receive any compensation from the Association for acting as a Director. However, a Director may be reimbursed for the reasonable costs of any travel,
meals, accommodations, or related expenses incurred by such Director in order to (a) attend Board meetings or (b) perform other business on behalf of the Association as approved by the Board.
5.18 Powers and Duties. On behalf of the Association, the Board shall have all of the powers and duties reasonably necessary for the maintenance and operation of the Association and its
activities and may do all such acts and things, except as prohibited by law or the Association Documents. The powers and duties of the Board shall be subject to approval by the Members only
when such approval is specifically required by law or the Association Documents. Except as provided above, the powers and duties of the Board shall include, but shall not be limited to, the following:
(a) To exercise all of the powers specifically set forth in the Association Documents, and all powers incidental thereto;
(b) To levy, collect and enforce Assessments, Personal Charges and to do all things necessary to enforce each Member's and Participants obligations in accordance with their respective
Participation Agreements and the Association Documents and to;
(c) To appoint and remove Officers;
(d) To employ, dismiss, and control whatever personnel are necessary for the maintenance and operation of the Association;
(e) To establish and enforce Rules and/or Regulation under Article VIII below;
(f) To open and close bank and escrow accounts on behalf of the Association and to designate the signatures required therefor;
(g) To procure and maintain insurance;
(h) To engage such legal, accounting, and other professional services as are necessary or proper for the operation of the Association;
(i) To pay the amount necessary to discharge any lien or encumbrance against property of the Association, if deemed appropriate by the Board, in its sole discretion, provided that, if the
Board determines that one or more Members are responsible for such lien or encumbrance, such Member(s) shall be jointly and severally liable to the Association as a Personal Charge for any
costs incurred by the Association in discharging it, and for any other costs (including reasonable attorney's fees and costs) incurred by the Association by reason of such lien or encumbrance;
(j) To appoint such committee(s) as the Board deems appropriate. Each committee shall have such powers designated in the resolution establishing each such committee(s). Each committee shall
keep regular minutes of its proceedings and shall report its findings and recommendations to the Board, as appropriate;
(k) To schedule, organize, and operate Association Events;
(l) Subject to 5.19 below, to enter into and terminate contracts and agreements on behalf of the Association providing for the use and delivery of realty, goods, and services to the
Association and/or the Members, including, but not limited to, contracts or agreements for scheduling, organizing, and operating Association Events;
(m) To borrow money in such amounts, at such rates, upon such terms, for such security, and for such periods of time as is necessary or appropriate;
(n) To enter into and terminate agreements with other organizations including, without limitation, agreements to affiliate the Association with other organizations having purposes similar
to those of the Association and agreements for joint sponsorship of Association Events; and
(o) To perform all other acts deemed by the Board to be necessary, desirable, or appropriate in order to ensure the proper maintenance, operation and administration of the Association.
5.19 Restrictions on Powers. The Board shall be prohibited from taking any of the following actions, except with the vote of the Members:
(a) To dissolve the Association;
(b) To borrow money or issue a guaranty exceeding $10,000.00; and
(c) To sell Association property having a reasonably estimated value of $10,000 or more or grant a security interest in such property.
6.1 Designation. The Officers of the Association shall be the President, Vice President, Secretary, and Treasurer, all of whom shall be appointed by the Board. The Board may also appoint such
other Officers it deems reasonably appropriate and consistent with the Association Documents. The offices of Secretary and Treasurer may be held by one individual who shall be known as the
Secretary-Treasurer. No other offices may be held concurrently by the same individual.
6.2 Appointment of Officers. The Officers shall be appointed annually by the Board at the organizational meeting of each newly constituted Board.
6.3 Term and Removal of Officers. Each Officer shall hold office until his/her successor is appointed by the Board or until his/her resignation, death or incapacity. Any Officer may be removed
at any Board meeting, with or without cause, by a vote of the Board. Any Officer whose removal has been proposed shall be given prompt written notice of his/her proposed removal and shall be
provided with a reasonable opportunity to attend and be heard at the applicable Board meeting concerning why s/he should or should not be removed.
6.4 President. The President shall be the chief executive officer of the Association. S/he shall preside at all meetings of the Association and of the Board and shall have general supervision,
direction and control of the business of the Association. In addition, the President or his/her designee shall represent the Association and its Members at all meetings of any other organization
the Association affiliates with or become a member of, and shall cast votes at such meetings as the Board instructs.
6.5 Vice President. The Vice President shall assume the powers and duties of the President whenever the President is absent from any meeting of the Association or the Board or is unable to act
in his/her capacity as President. If neither the President nor the Vice President is able to act, a majority of the remaining Directors shall appoint some other Officer to act in the place of
the President, on an interim basis. The Vice President shall also perform such other duties as shall from time to time be delegated to him/her by the Board or by the President.
6.6 Secretary. The Secretary shall keep the minutes of all meetings of the Association (including, without limitation, minutes of annual and special meetings of the Association and Board Meetings)
in a book kept for that purpose and shall keep, or cause to be kept, the Register of Members. In addition, the Secretary shall issue notices of all meetings of the Association and the Board,
have charge of the Association's books and records, and receive and incorporate into the records of the Association all notices which are required or permitted to be transmitted.
6.7 Treasurer. The Treasurer shall be the chief financial officer of the Association responsible to cause and oversee the preparation of budgets and financial statements and shall keep full
and accurate financial records and books of account, be responsible for the preparation of all required financial data, and be responsible for the deposit of all money and other valuables in
such repositories as may from time to time be designated by the Board.
6.8 Execution of Instruments. All agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be executed by that number of Officers as is designated in the
Board resolution approving the same and in the absence of such a designation in such resolution, then by any two Officers, or by such other person or persons, as the Board may designate.
Whenever any instrument is required to be filed with the Illinois Secretary of State or in accordance with the Act, such instrument shall be executed as follows:
(a) By the President or Vice President, and attested by the Secretary or an assistant Secretary (or by such Officers as may be duly authorized to exercise the duties ordinarily exercised by
the President or Vice President and by the Secretary or assistant Secretary of the Association); or
(b) If, at the time of execution of the instrument, there are no such Officers, then by a majority of the Directors or by such Directors as may be designated by the Board; or
(c) If, at the time of execution of the instrument, there are no such Officers or Directors, then by the Members, or such of them as may be designated by a vote of the Members.
6.9 Compensation of Officers. No Officer shall receive any compensation from the Association for acting in his/her capacity as an Officer, unless such compensation is approved by the Members.
However, an Officer may be reimbursed for the reasonable costs of any travel, meals, accommodations, or related expenses incurred by such Officer to perform his/her duties of office.
FINANCES AND ASSESSMENTS
7.1 Annual Budget. At least 45 days before the end of each fiscal year, the Treasurer shall submit a proposed budget for the Association for the next fiscal year to the Board. The Board shall
review the proposed budget submitted by the Treasurer and shall establish and approve a budget for the next fiscal year at least ten days before the next fiscal year begins. The Board may also
waive establishment of a budget. If the Board fails to timely adopt or waive a budget, the budget proposed by the Treasurer shall be deemed adopted for the applicable fiscal year.
7.2 Collection of Assessments. Assessments shall be paid by the Members and collected by the Association in the manner and according to the terms and provisions set forth by the Board from time to time.
7.3 Depositories. The funds of the Association shall be deposited in a United States federally insured financial institution and shall be withdrawn by the Association for the payment of the
Association's expenses in accordance with the approved budget or as otherwise directed by the Board if the Board has waived a budget under Section 7.1 above.
7.4 Fiscal Year. The Association shall operate on a fiscal year that begins on the first day of January and ends on the thirty-first day of December of each year.
7.5 Application of Payments and Commingling of Funds. Except as required by law, all sums collected by the Association, from Assessments or otherwise, may be commingled in a single fund or
divided into more than one fund, as determined by the Board.
7.6 Accounting Records; Audit. As soon as practicable following the end of the Association's fiscal year, the Board may prepare financial statements and arrange for an independent audit of
all books and records related to the Association for the previous fiscal year. Such financial statements shall, if required by law, shall be audited in accordance with generally accepted
accounting principles, by such independent accounting firm as the Board selects, in its sole discretion.
7.7 Account Statements. Upon receipt of a written request from a Member or his/her authorized representative, the Association shall deliver a written statement concerning the status of the
applicable Member’s account with the Association. The Treasurer shall deliver such a statement within 5 business days after receiving a written request for such a statement. Each Member
may request a maximum of two such statements per calendar year; the Association may impose a reasonable administrative charge for additional statements within the same calendar year.
An administrative charge of $20 or less shall be presumed a reasonable charge.
RULES AND REGULATIONS
8.1 Adoption. The Board may establish and amend Rules and Regulations as the Board deems reasonably necessary and appropriate for the management, preservation, safety, control, and orderly
operation of the Association and Association Events. Rules and Regulations may concern, among other things, the maintenance and operation of the Association and Association Events, including,
without limitation, Rules and/or Regulations concerning safety, use of Airsoft Equipment and similar equipment, authenticity, personal appearance, ranks, decorations and awards, and enforcement of Article X below.
8.2 Compliance with Regulations. Each Participant shall comply with all Rules and Regulations, as each may be amended from time to time. Rules and Regulations shall have the force of these
Bylaws and violation of such rules and/or regulations shall be a violation of these Bylaws. A copy of all current rules and regulations, as amended from time to time, shall be conveniently
available to all Participants. Posting of Rules and Regulations on the Association’s Internet website shall be presumed to satisfy the foregoing availability requirement.
9.1 Creation of Units. The Association recognizes formations composed of Members organized into Units for participation in Association Events. Members may establish Units by applying for
recognition to the Board.
9.2 Unit Criteria. Each unit shall:
(a) Have at least five Members in good standing;
(b) One Unit commander and one assistant commander;
(c) A Unit designation title (e.g., division, regiment, company).
9.3 Unit Recognition Application. To be recognized as a Unit by the Association, each group of Members proposing to establish a Unit shall submit an application for Unit recognition to the
President for consideration by the Board. Each Unit recognition application shall include:
(a) The proposed unit designation and title. Unit designation and titles shall be unique. No more that one Unit shall bear the same designation and/or title;
(b) The name, address, phone number, fax number, and e-mail address of each Member wishing to join the Unit;
(c) The names of the Unit commander and assistant commander;
(d) A short statement of why the applicants wish to form the proposed Unit;
(e) The type of impression the proposed Unit wishes to portray (e.g., U.S., Commonwealth, Axis).
9.4 Recognition by the Board. The Board shall decide whether to recognize a Unit within 60 days after the applicants submit a fully completed unit recognition application to the President.
If the Board does not grant recognition within 60 days after the applicable application is submitted to the President, the application shall be deemed rejected.
9.5 Unit Privileges. Units recognized by the Association may hold themselves out as such and may establish their own internal rules and regulations for Unit conduct provided such Unit rules
and regulations do not conflict with the Association Documents. In the case of such a conflict, the Association Documents shall prevail and control.
9.6 Withdrawal of Unit Recognition. Recognition of a Unit by the Association shall be withdrawn upon:
(a) Submission of a written notice of Unit dissolution, signed by the commander and assistant commander, to the President. If no commander and assistant commander are currently serving, such
written notice of dissolution may be signed by all the current Members serving in the Unit.
(b) The vote of at least 66% of all Directors on the Board.
(c) Membership in the Unit falls below five Members for more than 90 consecutive days..
(d) Dissolution of the Association.
APOLITICAL ORGANIZATION AND NON-DISCRIMINATION
10.1 Prohibited Activities. The Association is acutely aware of its unique position in the role of portraying Axis and Soviet forces during Association Events and how such portrayals may be
deeply offensive to reasonable persons. Accordingly, the Association is resolute in condemning the political, racial, and religious persecution that took place in Europe and Asia before and
preceding and during World War Two. Consequently, the Association shall permit no paramilitary, political, or ideological activity (e.g., verbal, by gesture, display of symbols) by any
Participant within or outside of Association Events that adheres to, advocates, promotes, or endorses the tenets political, racial, or religious persecution or discrimination commonly associated
with National Socialist German Workers Party and its affiliated organizations or Imperial Japan, or the Soviet Union. The Association strictly prohibits the foregoing activities.
10.2 Discrimination Prohibited. The Association shall not discriminate in the granting of Membership, participation in Association Events, or in any other matter, based on political belief, race,
color, religion, creed, gender, age, or national origin, except to the extent provided in Section 10.3 below.
10.3 Certain Discrimination Allowed. The Association may deny Membership and participation in Association Events to any individual that adheres to, endorses or advocates discrimination or
hostility against any individual, or group of individuals, based on race, color, religion, creed, gender, or national origin, including members of, or advocates for, the National the tenets of the
National Socialist German Workers Party, Klu Klux Klan, and their respective successor and affiliated organizations.
10.4 Rules and Regulations. The Board shall establish and maintain Rules and Regulations to ensure compliance with this Article X. The Membership of any Member violating such Rules or Regulations
shall be summarily suspended in accordance with Section 3.6.3 above. Additionally, any combination of two Directors, Officers, or other persons authorized by the Board, may summarily exclude any
Participant that is not a Member and violates such Rules or Regulations from any Association Event.
10.5 Authenticity Exceptions. Notwithstanding anything else in this Article X to the contrary, to promote authentic portrayals of historical events at Association Events, the Board may establish
Rules and Regulations concerning the appearance and uniforms of Participants, and if necessary, such Rules and Regulations may limit or restrict participation in Association Events based on race,
color, age, and gender. However, such Rules and Regulations shall only impose such limitations and restrictions where (a) the Board finds that there is a compelling necessity to do so to ensure
minimal levels of authenticity and (b) imposing such restrictions and limitations is the least restrictive means of achieving such minimal levels of authenticity.
The Association shall indemnify and hold each Director and Officer harmless against any claim, demand, cause of action (collectively, “Claims”) asserted by a third-party or third-parties and
reasonable attorney’s fees and costs incurred defending against Claims, connected with or related to their respective service as a Director or Officer as the case may be. Notwithstanding the
foregoing the indemnity granted under this Article XI shall not apply to any Claim asserted by the Association against a Director or Officer for misconduct in or misuse of his/her office or to
Claims asserted by a third-party or third-parties for injury caused by the gross negligence or willful or intentional misconduct of a Director or Officer in the exercise of his/her office.
The indemnity granted under this Article XI shall apply to each respective Director and Officer during and after their term of office.
AMENDMENTS TO THE BY-LAWS
These Bylaws may be amended only by the vote of at least 66% of all Directors or by the vote of at least 66% of all Members.
13.1 Approval. The Association may be terminated and dissolved only in accordance with this Article. The Association shall be terminated and dissolved if at least 75% of all Members vote in
favor of termination and dissolution at a meeting called to vote on termination and dissolution of the Association.
13.2.1 After the vote required under Section 13.1 above, the Board shall liquidate all of the assets of the Association and convert them to cash and the balance, after paying all debts, taxes,
and other expenses associated with termination, winding-up and dissolution, if any, shall be distributed to the Members so that each Member receives their pro rata portion of the proceeds.
13.2.2 An approved resolution authorizing the termination and dissolution of the Association shall be filed with the Illinois Secretary of State, in accordance with the provisions of the Act.
14.1 Notices. Each Member shall register his/her mailing address, phone number, fax number, and e-mail address with the Association upon becoming a Member, and shall promptly notify the
Association of any change thereto. Any notices required by to be given to the Association or the Board shall be sent by registered or certified U.S. Mail to the notice coordinator at the
registered office of the Association. All notices required to be given to any Member shall be sent to the applicable Member by first class mail, postage prepaid fax, or e-mail to the most
recent address, fax number, or e-mail address, as the case may be, of such Member, as identified in the Register or Members. All notices to Members sent by U.S. Mail shall be deemed given
when mailed, postage prepaid, except notices of changes of address, which shall be deemed given when received. All notices to Members sent by facsimile shall be deemed given upon receipt
by the receiving machine, as evidenced by a printed copy of the receipt confirmation by the Association. All notices to Members sent by e-mail shall be deemed given when dispatched by the
sender. All notices to the Association shall be deemed given when actually received by the Association.
14.2 Liability Survives Membership. The expiration or termination of a Membership or the Association shall not relieve or release a former Member from any liabilities or obligations
incurred in connection with his/her Membership before the date of expiration or termination or impair any rights or remedies which the Association, or its successor(s), may have against
such former Member arising out of or in any way connected with such Membership and the obligations incident thereto.
14.3 Severability. The provisions of these Bylaws and the Association Documents are independent and severable, and the invalidity or partial invalidity or unenforceability of any
provision shall not affect the validity or enforceability of any other provision.
14.4 Captions. The captions used in these Bylaws are inserted solely for convenience of reference and in no way define, limit or describe the scope of these Bylaws or the meaning or
intent of any of the provisions of these Bylaws.
14.5 Number and Gender. Whenever the context so requires, the use of any gender in these Bylaws shall be deemed to include both genders and the neuter, and the use of the singular
shall be deemed to include the plural, and the use of the plural shall be deemed to include the singular.
14.6 Waiver. No restriction, condition, obligation, or provision contained in these Bylaws shall be deemed waived or abrogated by reason of any failure to enforce the same,
irrespective of the number of violations or breaches that may occur.
14.7 Interpretation. The provisions of these Bylaws and the other Association Documents shall be liberally construed to effectuate the purpose of ensuring that the Association
at all times operates in a manner to optimize and maximize its purposes identified above.
14.8 Construction and Interpretation. Unless otherwise provided in these Bylaws, the following rules of construction and interpretation apply to these Bylaws and the other
Association Documents: (a) headings and captions are for convenient reference only and in no way define or limit the terms of these Bylaws and the other Association Documents;
(b) use of the word “including” shall not be interpreted to exclude anything else; (c) use of the words “termination” or “expiration” are interchangeable unless the context requires otherwise;
(d) use of the words “will” and “shall” denote a mandatory duty, have the same meaning and are interchangeable unless the context requires otherwise; (e) use of the word 'may'
denotes a discretionary right, not an obligation or duty; (f) the singular of any word is interchangeable with the plural and vice-versa; (g) the neuter, masculine and feminine of
any word are interchangeable with each other; and (h) references to Sections are references to Sections of these Bylaws.