As of 27 May 2024

PREAMBLE

These By-laws are subject to, and governed by, the Texas Non-Profit Corporation Act and the Articles of Incorporation of The US Army North (Fifth Army) Association (aka The Fifth Army Association). In the remainder of this document the term “Association” refers to The US Army North (Fifth Army) Association, the term “Board” refers to the Board of Directors of the Association, and “Directors” refers to members of that Board. In the event of a direct conflict between the provisions of these Bylaws and the mandatory provisions of the Texas Non-Profit Corporation Act, the Texas Non-Profit Corporation Act will be controlling. In the event of a direct conflict between the provisions of these Bylaws and the Articles of Incorporation of the Association, these Bylaws will be controlling.

ARTICLE I – PURPOSE

1.1 General. The purposes for which the Association is organized:

1.1.1 The Association is organized and shall be operated exclusively for charitable, literary, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code.

1.1.2 To administer Corporation assets and income exclusively for charitable purposes.

1.1.3 To assist active duty and veteran members of the United States armed services and their families, with a focus on current and former members and families of US Army North (Fifth Army) or US Fifth Army, to include without limitation, training, education, health care, financial assistance, and all other matters affecting the well-being of such members as determined by the Corporation’s officers and Board.

1.2 Specific. The specific purposes for which the Association is organized:

1.2.1 To assist former and current members of US Army North (Fifth Army) or US Fifth Army in locating, contacting, and maintaining contact with others who served in the unit.

1.2.2 To provide forums to transmit public information about current and former members of The US Army North (Fifth Army) or US Fifth Army, and public information and news about the unit itself, through mailings, websites, digital newsletters, and social media.

1.2.3 To consolidate and safe keep the unit history, and the stories of those who served with US Army North (Fifth Army) or Fifth Army, to include both oral and written testimonials.

1.2.4 To sponsor events and programs that build esprit de corps or highlight the unit’s contributions to the defense and well-being of the Nation, to include but not limited to: Fifth Army reunions, Fifth Army birthday celebrations, caisson horse dedication ceremonies, US Army North (Fifth Army) facility dedications, 323^rd Army Band concerts, Fifth Army Fiesta medal procurement and distribution, the annual Fort Sam Houston Army Birthday Ball, and other events as deemed appropriate by the officers and Board.

1.2.5 To assist in the preservation and appearance of the US Army North (Fifth Army) Historic Quadrangle, to include but not limited to landscaping, signage, and animal health or replacement, with a focus on those things not covered by normal garrison/base activities. The funds for these activities come from grants and donations earmarked for the same and not membership dues.

1.2.6 To assist in the preservation and appearance of other US Army North (Fifth Army) facilities and grounds as appropriate and when approved by the officers and Board, with a focus on those things not covered by normal garrison/base activities. The funds for these activities come from grants and donations earmarked for the same and not membership dues.

1.2.7 To assist with obtaining memorials, historic artifacts, materials, and equipment that highlight and preserve the history of the Unit or build esprit de corps. This includes but is not limited to providing additional material and non-material support for Soldiers of the caisson detachment, funeral details, 323^rd Army Band, color guards, and historic uniform details. The funds for these activities come from grants and donations earmarked for the same and not membership dues.

1.2.8 To engage in all lawful activities incidental to the foregoing purposes approved by the officers and Board, except as otherwise restricted herein.

1.3 Powers. The Association is a non-profit corporation and shall have all powers, duties, authorizations, and responsibilities as provided in the Texas Non-Profit Corporation Act; provided, however, the Association shall neither exercise directly or indirectly in any activity that would invalidate its status as a corporation that is exempt from federal income taxation as an organization described in Section 501(c)(3) of the Code.

1.4 No Private Inurement. No part of the net earnings of the Association shall inure to the benefit of any director or officer of the Association, or any private individual (except that reasonable compensation may be paid for services rendered to or for the Association affecting one or more of its purposes), and no director or officer of the Association, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Association. The Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any political party or candidate for public office.

ARTICLE II – OFFICES

2.1 Principal Office. The principal office of the Association will be located at 230 Geddington, Shavano Park, TX 78249.

2.2 Other Offices. The Association may have such other offices as the officers and Board may determine or as the affairs of the Association may require from time to time.

ARTICLE III – MEMBERSHIP

3.1 Regular Membership. Membership in the Association is open to all US citizens ages 18 and over, and to any military member regardless of age.  Annual memberships are $25, and lifetime memberships are $250.

3.2 Patron Membership. This is a lifetime membership for individuals who wish to assist in the goals of the Association by combining a lifetime membership with a one-time contribution. Lifetime Patron Memberships are $1000. Patron Members will be recognized as a group at functions and events hosted by the Association, and by name on the Association’s website.

3.3 Corporate and Business Sponsorship. This level is available on an annual basis only, and is for corporations and businesses (individuals, LLCs, partnerships, s-corporations, or corporations) who wish to assist the Association by becoming a corporate sponsor and will be recognized by name as sponsors at functions and events hosted by the Association, and on the Association’s website. Annual cost of corporate sponsorships: Bronze ($500), Silver ($1,000), Gold ($5,000), and Platinum ($10,000 and above).

3.4 Refusals or Removals. The Board reserves the right to remove members from the Association’s membership rolls if their membership might bring negative publicity to the Association. Examples might be conviction of a felony or a dishonorable discharge from the Service. Removals are not automatic and require a majority vote by the Board. Any membership fees would be returned to the removed member along with notification of the removal.

ARTICLE IV – BOARD OF DIRECTORS

4.1 General Powers and Responsibilities. The Association shall be governed by a Board of Directors, which shall have all the rights, powers, privileges, and limitations of liability of a nonprofit corporation organized under the Texas Non-Profit Corporation Act. The Board shall establish policies, procedures, and directives governing the business and programs of the Association.

4.2 Number and Qualifications. The Board shall have up to thirteen (13), but no fewer than seven (7) members. The number of Board members may be increased beyond thirteen (13) members or decreased to less than seven (7) members by the affirmative vote of two-thirds of the then-serving Board. A Board member need not be a resident of the State of Texas. One must be a Life Member or Patron Life Member of the Association to be eligible for the Board.

4.3 Board Compensation. The Board shall receive no compensation other than reasonable bona fide expenses incurring and arising out of services rendered as Board members. However, provided the compensation structure complies with Sections 7.8.1 and 7.8.2 of these Bylaws, nothing in these Bylaws shall be construed to preclude any Board member from serving the organization in any other capacity and receiving compensation for services rendered.

4.4 Board Nominations.  Any member of the Association may nominate a candidate for the Board to the Governance Committee no later than 1 October of each calendar year.  The Governance Committee will vet each candidate to ensure they meet the requirements of 4.2 above, and they have no outstanding legal issues that would preclude them from serving on the Board. The Governance Committee will then create a complete slate of candidates for presentation to the Board at the last Board meeting of the calendar year; that slate may contain more nominees than positions available. The slate of candidates for open positions on the Board shall be approved by a majority of those Board members present during that meeting provided a quorum is present.

4.5 Board Elections. Once the slate is approved by the Board of Directors, that slate will be provided via electronic communication to the general membership for approval.  The slate will also be posted on the Association’s website.  The vote of all members via electronic communication will take place within the first 30 days of the calendar year following the approval of the slate of candidates by the Board. Those candidates with the highest vote tallies will be appointed to the positions available. There is no requirement for a percentage of membership to have voted if each member was provided the opportunity to vote.  Those members who do not maintain current contact information, and thus the Association is unable to contact them, forfeit their ability to vote. 

4.6 Term of Board Members. All appointments to the Board shall be for three-year terms. Terms will begin on 1 February of each year. No person shall serve more than two consecutive three-year terms. After serving a total of two terms, a Board member may be eligible for reconsideration as a Board member after two years have passed since the conclusion of such Board member’s service. The Board appointments will be staggered, with approximately one third of the Board appointed each year to ensure continuity of Board operations.

4.7 Vacancies. Off-cycle vacancies on the Board may be filled by a majority vote of the Board at a Board meeting at which a quorum is present. A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.

4.8 Resignation. Each Board member shall have the right to resign at any time upon written notice thereof to the President or Secretary of the Board. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.

4.9 Removal. A Board member may be removed, with or without cause, at any duly constituted meeting of the Board by the affirmative vote of a majority of then-serving Board members.

4.10 Meetings.

4.10.1 Regular Meetings. Regular meetings of the Board shall be held at such time and place as designated by the Board. The Board may provide, by resolution, the time and place, either within or without the State of Texas, for the holding of additional regular meetings without other notice than the resolution.

4.10.2 Special Meetings. The President or any four regular Board members may call a special meeting of the Board on five days’ notice to each member of the Board. Notice shall be served to each Board member via hand delivery, US mail, e-mail, or fax. If mailed, such notice shall be deemed to be delivered when deposited with the United States Postal Service addressed to the Board member at his or her address as it appears on the records of the Association, with postage thereon paid. If transmitted by facsimile, notice is deemed to be delivered on successful transmission of the facsimile. Any Board member can waive notice of any meeting. The attendance of a Board member at any meeting constitutes a waiver of notice of such meeting, except when a Board member attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The person or persons authorized to call special meetings of the Board may fix any place, so long as it is reasonable, as the place for holding any special meetings of the Board called by them. Special meetings shall always permit Board members the option of attending the meeting virtually. Any special meeting held for the purpose of considering altering, amending, or repealing these bylaws or the enactment of new bylaws requires the prepared texts of the alterations, amendments, or new bylaws be included in the meeting notice.

4.10.3 Virtual Meetings. The Board may hold a meeting by telephone conference or virtual communications if all Board members participating in the meeting can hear and are able to see any written material that is being discussed. The notice of a virtual meeting must state that the meeting will be virtual as well as all other matters required to be included in meeting notices for non-virtual meetings.

4.11 Minutes. At meetings of the Board, business shall be transacted in such order as the Board may determine from time to time. In the event the Secretary is unavailable, the President shall appoint a person to function as Secretary at each meeting. The Secretary, or the person appointed to function as Secretary, shall prepare minutes of the meetings which shall be delivered to the Association to be placed in the minute books of the Association. Minutes of a Board meeting must be sent to each Board member at least one week prior to the next meeting of the Board.

4.12 Action by Written Consent. Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members. Such consent shall be placed in the minute book of the Association and shall have the same force and effect as a unanimous vote of the Board taken at an actual meeting. The Board members’ written consent may be executed in multiple counterparts or copies, each of which shall be deemed original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic “consent click” acknowledgments shall be effective as original signatures.

4.13 Quorum. At each meeting of the Board the presence of a majority of the Board members then serving on the Board (but in no case less than 4) shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, the vote of the President shall be the deciding vote. The act of the majority of the Board members serving on the Board and present at a meeting in which there is a quorum shall be the act of the Board, unless otherwise provided by the Articles of Incorporation, these Bylaws, or a law specifically requiring otherwise. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board if during the meeting he or she is in virtual or telephonic communication with the other Board members participating in the meeting.

4.14 Proxy. A Board member who is unable to attend a meeting of the Board may vote by written proxy given to any other voting member of the Board or designated staff member who is attending the meeting in question. However, a vote by proxy will not be counted toward the number of Board members needed to be present to constitute a quorum for the transaction of business. No proxy shall be valid after three months from the date of execution. Each proxy shall be revocable unless expressly stated therein to be irrevocable or unless made irrevocable by law.

4.15 Board of Directors’ Member Attendance. An elected Board member who is absent from three consecutive regular meetings of the Board during a fiscal year is encouraged to re-evaluate with the President his/her commitment to the Association. The Board may deem a Board member who has missed three consecutive meetings without such a re-evaluation with the President to have resigned from the Board.

ARTICLE V – OFFICERS

5.1 Officers and Duties. The Board shall elect officers of the Association which shall include a President, a Secretary, a Treasurer, and such assistants and other officers as the Board shall from time to time determine. The officers may also include a Past President for a term of one (1) year. One person may hold any two or more offices, except the President and Secretary.

5.2 President. The President shall preside at meetings and have the power to call meetings. The President shall be responsible for leadership of the Board in discharging its powers and duties and shall, in general, supervise and control all business and affairs of the Association. The President may sign contracts and other instruments on the organization’s behalf if approved by the Board.

5.3 Past President. The Past President, if any, shall assist in advancing the goals and objectives of the Association through the application of knowledge gained through past Board experiences.

5.4 Secretary. The Secretary shall (a) cause the minutes of all Board and Executive Committee meetings and proceedings to be recorded, (b) certify the accuracy of such minutes, (c) ensure copies of previous the Board meeting have been sent to Board members at least one week in advance of the next Board meeting, (d) cause notice of all meetings to be given, (e) attest the signatures of The Army North (Fifth Army) Association officers and Board members as required, (f) sign correspondence on behalf of the Board, and (g) have all other powers assigned by the Board, the President, or these Bylaws.

5.6 Treasurer. The Treasurer shall have access to records of all receipts, disbursements, assets, and liabilities of the organization and shall report to the Board on the condition of such records and financial condition of The Army North (Fifth Army) Association from time to time and at least quarterly. Prior to the beginning of the fiscal year, the Treasurer shall cause a proposed operating and capital expenditure budget to be presented to the Board for approval. The Treasurer shall cause to be prepared and submitted to the Board a financial statement showing The Army North (Fifth Army) Association’s net worth at the close of the fiscal year and cause a firm of outside certified public accountants to audit the organization’s books and records at the end of each fiscal year.

5.7 Election and Term of Office. All officers shall be members of the Board during their terms of office. Officers shall be elected during the same process as outlined in Article IV above. No officer shall be eligible to serve more than two consecutive terms in the same office. A vacancy occurring in any office will be filled by a majority vote of the Board for the unexpired portion of the term of office left vacant.

5.8 Removal. Any officer or agent elected or appointed by the Board may be removed at any time by the majority vote of the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

ARTICLE VI – COMMITTEES

6.1 Committees and Committee Chairs. The President may designate committees to assist the Association as deemed necessary. Each Committee Chair shall be appointed by the President or, at the President’s discretion, selected by the Committee’s members, subject to the approval by the President.

6.2 Standing Committees. The Association shall maintain the following standing committees: Executive Committee, Finance Committee, Development Committee, Governance Committee, and the Membership and Information Committee.

6.2.1 Executive Committee. The Executive Committee shall be composed of the officers of the Association, the chairs of each of the Standing Committees and, at the President’s discretion, two additional voting Board members. The Executive Committee shall be responsible for conducting the Board affairs in the intervals between meetings and dealing with matters of urgency that may arise between Board meetings. The Executive Committee shall meet at the discretion of the President.

6.2.2 Finance Committee. The Finance Committee shall be composed of three or more members of the Association, to include the Treasurer and the Developmental Committee Chair. The Finance Committee shall oversee all financial operations of the organization, develop long-range fiscal plans, procure and review all external audits, and prepare and recommend an annual operating budget to the Board.

6.2.3 Development Committee. The Development Committee shall be composed of three or more members of the Association. The Development Committee shall be responsible for the organization's fundraising activities, including corporate sponsorships, and shall coordinate its fundraising goals with the Finance Committee and the Membership and Information Committee.

6.2.4 Governance Committee. The Governance Committee shall be composed of three or more members of the Board. This committee shall collect, consolidate, vet, and recommend names of candidates to fill Board and officer vacancies per Article IV of this document.  They will then conduct elections per Article IV and announce the results immediately.  The Governance Committee is responsible for overseeing Board governance, orientation of new Board members, overseeing Board development tactics and programs, and providing recommended updates of these Bylaws to the Board when needed.

6.2.5 Membership Committee. The Membership Committee shall be composed of three or more members of the Association. This committee will maintain membership rolls and information while developing and executing plans for expanding individual memberships, with an emphasis on lifetime memberships. The Membership Committee will also manage any new member orientation programs.

6.2.6 Information Committee. The Information Committee shall ensure members remain informed on the activities of the Association and have a means to find and contact other members of the Association. The committee will maintain an Association website and produce digital newsletters.

6.3 Special Committees. The President may appoint special committees for purposes deemed appropriate by the President (i.e., special fundraising events). The term of such committees shall not be more than one year.

6.4 Advisory Council. The Board will maintain an Advisory Council which shall not have nor exercise the authority, responsibility, or duties of the Board. Advisory Council members shall not have voting power on the Board, shall not count as one of the regular Board members, and shall not be eligible for office unless they first resign as an Advisory Council member. At a minimum, the current Commanding General, Command Sergeant Major, Deputy to the Commanding General, and Headquarters and Headquarters Battalion Commander and Command Sergeant Major of US Army North (Fifth Army), and any previous US Army North/Fifth Army Commanding Generals will be invited to be members of the Advisory Council of the Association.  Others may also be appointed by the President as at-large Advisory Council members. There is no limit nor minimum number of Advisory Council members.

6.5 The President shall appoint in writing the members of all Standing and Special Committees and of the Advisory Council. Any member may be removed by the President whenever, in the President’s judgment, the best interests of the Association shall be served by such removal.  The President must inform the Board of any such removals, and the Board retains the authority to call a special meeting of the Board and override the President’s decision by a two-thirds vote of the Board.

6.6 Term of Office.

6.6.1 Each member of a committee shall serve a term of two years unless the committee is sooner terminated or unless a committee member is removed from such committee. A committee member can be extended for up to two additional years at the discretion of the President of the Association.

6.6.2 For the Advisory Council, current US Army North (Fifth Army) leadership may serve for such time as they are assigned to those positions. Terms of former Commanding Generals of US Army North (Fifth Army) never expire. All other at-large members of the Advisory Council may serve for up to three years.

6.7 Vacancies. Vacancies in the membership of any committee or Advisory Council may be filled by appointments made in the same manner as provided in the case of the original appointments.

6.8 Quorum: Manner of Acting. The act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee, unless otherwise stated in these bylaws.

6.9 Rules. Each committee may adopt rules for its own government consistent with these Bylaws or with rules adopted by the Board.

ARTICLE VII – MISCELLANEOUS

7.1 Fiscal Year. The fiscal year of the Association shall be the calendar year, beginning January 1st and ending December 31st.

7.2 Annual Budget. The Board shall adopt an annual operating budget, which specifies major expenditures by type and amount.

7.3 Books and Records. The Association shall keep correct and complete books and accounting records and shall also keep minutes of the proceedings of its Board.

7.4 Contracts and Grants. The Board may authorize any officer(s) or agent(s) of the Association to enter into contracts, leases, and agreements with and accept grants and loans from the United States; its departments and agencies; the State of Texas; its agencies, counties, municipalities, and political subdivisions; and public or private corporations, foundations, and persons; and may generally perform all acts necessary for a full exercise of the powers vested in it.

7.5 Checks, Drafts, or Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer(s) or agent(s) of the Association and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the President and co-signed by the Treasurer.

7.6 Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board shall select.

7.7 Acceptance of Gifts. The Board may accept on behalf of the Association any cash contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the Association. Prior to acceptance of a significant non-cash contribution, gift, bequest, or devise, the Board shall determine, by resolution thereof, that the acceptance of such non-cash contribution, gift, bequest, or devise by the Association would be consistent with and further the purposes of the Association.

7.8 Contracts Involving Board members and/or officers.

7.8.1 Upon full disclosure of a direct or indirect interest in any contract relating to or incidental to the operations of the Association, members of the Board and officers of the Association may be permitted to maintain a direct or indirect interest in any such contract, notwithstanding that at such time they may also be acting as individuals, or trustees of trusts, or beneficiaries of trusts, members or associates, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, trustees, or otherwise; provided, however, that any contract, transaction, or action taken on behalf of the Association involving a matter in which a trustee or officer is personally interested as a shareholder, trustee, or otherwise shall be at arm's length and not in violation of the proscriptions in the Articles of Incorporation or these Bylaws which prohibit the Association’s use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of the Association if such contract, transaction, or act would result in denial of the Association’s exemption from federal income taxation under the Code and its regulations, as they now exist or as they may hereafter be amended.

7.8.2 In no event, however, shall any person or entity dealing with the Board or officers of the Association be obligated to inquire into the authority of the Board and officers to enter into and consummate any contract, transaction or take other action. Any member of the Board who would directly or indirectly benefit from a contractual relationship as described above shall not participate in the decision on whether the Board shall permit that Board member to maintain such an interest.

7.9 Investments. The Association shall have the right to retain all or any part of any property – real, personal, tangible, or intangible – acquired by it in whatever manner and pursuant to the direction and judgment of the Board. The Association shall have the right to invest and reinvest any funds held by. These investments should carry no-to-low risk, shall be within all permitted legal limitations and guidelines, and must be approved by the Board.

7.10 Exempt Activities. Notwithstanding any other provision of these Bylaws, no member of the Board, officer, employee, or representative of the Association shall take any action or carry on any activity by or on behalf of the Association which is not permitted to be taken or carried on by an organization exempt from federal income taxation under sections 501(a) and 501(c)(3) of the Code and its regulations as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under section 170(a)(1) of the Code and its regulations as they now exist or as they may hereafter be amended, by virtue of being charitable contributions as defined in section 170(c)(2) of the Code and its regulations as they now exist or as they may hereafter be amended.

7.11 Captions. Captions (i.e., article and section headings) are inserted in these Bylaws for convenience only and in no way define, limit, or describe the scope or intent of these Bylaws, or any provision hereof, nor in any way affect the interpretation of these Bylaws.

7.12 Severability of Clauses. If any provision of these Bylaws is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of these Bylaws shall remain operative and binding.