Constitution & By-laws
Approval & Adoption:
A. The Executive Committee must review
amendments to the Constitution & By-Laws. The
Executive Committee shall render an opinion with the
known pros and cons of the proposed amendment and
make a recommendation to the membership at the
Annual Business Meeting.
B. The Executive Committee, at its
sole discretion, may include the request, reasons,
and proposed changes or additions, along with its
recommendation with the agenda for the Annual
Business Meeting that the membership receives when
they arrive for the Annual Reunion.
C. A motion to amend the Constitution
& By-Laws must be made and seconded from the floor,
discussion on the motion be heard, and the motion
voted upon by the membership.
D. A three-fourths vote by the
membership is required to amend the Constitution &
E. The Secretary shall incorporate
language contained in new Amendments voted on and
approved by the membership at the Annual Business
Meeting into the Constitution & By-Laws.
F. The Secretary shall safeguard and
maintain an “Amendments” file and ensure it’s
incorporation in a revised Constitution & By-Laws
ARTICLE IX. DOING BUSINESS
WITH OUTSIDE VENDORS OR SUPPLIERS
A. Business with outside vendors and
suppliers shall be conducted in a professional and
ethical manner at all time.
B. No outside vendors shall be present
at the annual reunion without the majority approval
of the Executive Committee. The Executive Committee
shall also decide if any approved outside vendors
will either make a donation to the Association or
pay a percentage of their gross sales to the
C. So that no conflict of interests
should ever arise between Members and outside
vendors or suppliers the following rules shall be
1) Officers, or any
Member on behalf of the, must have Executive
Committee approval before entering into a
relationship or contract with an outside vendor or
supplier for services, or products for the
2) The Reunion Chairman, appointed by
the President with the Executive Committee approval,
shall be authorized to sign a contract with the
hotel for the Annual Reunion, but only at the
direction of the President after the Executive
Committee has approved that contract.
3) The Reunion Chairman shall enter
into no relationship or contract for services or
products provided to the Association or for the Association
with an outside vendor or supplier if an Association
Officer, Member (or a family member of
either) is an owner, principal, operator, employee,
contractor, or agent with that vendor or supplier,
or would receive a commission, bonus, or
remuneration, remuneration-in-kind, or derive
personal benefit in consideration for the products
or services provided to or for the Association.
4) However, if the sponsoring Officer
or Member, or the vendor or supplier can demonstrate
the following, and the Executive Committee approves,
then business can be conducted between the and that
vendor or supplier:
a. There is
no relationship between the vendor or supplier and
any Member as stated in number 3 above.
vendor or supplier is providing the product or
service to or for the as a donation, contribution,
vendor or supplier bid or proposal for such products
or services is demonstrably lower than the
competition, or of such value as to warrant
vendor or supplier has a record of quality service
5) The decision of the Executive
Committee on awarding contracts or engaging in
business with vendors or suppliers is final.
6) Any Officer or Member may enter
into no contract over $500.00 with an outside
vendor, supplier, or facility without the
pre-approval of the Executive Committee.
7) No purchase over $150.00 to an
outside vendor, supplier, or facility may be made
without pre-approval of the Executive Committee.
ARTICLE X. OFFICER INDEMNIFICATION
A. The 15th Medical
Battalion shall indemnify any
Member of the Executive Committee who is a party to
any suit where the cause of that action arose while
such person was acting in that capacity unless that
Member committed a crime, or is guilty of willful
negligence, malfeasance, violated a provision in
ARTICLE III, Section 5, or violated their fiduciary
responsibility in the performance of their duties and responsibilities.
B. In civil matters, the 15th
Medical Battalion shall indemnify such persons for
judgments, amounts paid in settlement, and
reasonable expenses, including attorney’s fees, if
such person is either successful in his defense, the
action is settled favorably for the , or if such
person acted in good faith with the reasonable
belief his action was in the best interests of the
15th Medical Battalion Association.
C. In criminal matters, the 15th
Medical Battalion shall indemnify such persons for
the aforementioned costs if such person acted in the
best interests of the or with reasonable belief that
such an act was not unlawful.
D. Notwithstanding the foregoing (1-2
above), a member of the Executive Committee shall be
liable to the extent provided by applicable civil or
criminal law for breach of his duty to the 15th
Medical Battalion, which involve intentional
misconduct or a knowing violation of the law for any
transaction from which he derived an improper
E. See ARTICLE III MEMBERS, Section 5 Also.
ARTICLE XI. DISSOLUTION OR TERMINATION OF THE ASSOCIATION
Section 1. Overview:
A. In the event the Membership finds
itself in an adverse financial or legal situation,
or due to a lack of membership, or that those
difficulties put the Association in a position where
dissolution or termination is a consideration, the
following By-Laws and procedures are in force and
shall be adhered to and enacted upon.
B. The Executive Committee will study
based upon independent and objective third-party
legal and financial advice and render an Executive
Committee majority opinion on the Association’s
options going forward.
C. The Executive Committee will inform
the membership in writing, announcing and clearly
delineating what those options are, its
recommendation, and shall either call for a Special
Business Meeting with at least 30-days’ notice
(depending upon the severity or the time-sensitive
nature of the reasons), or bring the issue up at the
next Annual Business Meeting to consider dissolution
or termination of the Association.
Assets and Monies:
A. Any assets or monies owned by the
Association may be distributed to a maximum of three
chosen non-profit organizations (under the laws and
provisions of the Internal Revenue Service) whose
military affiliation or stated mission is aligned
with the 15th Medical Battalion
Association’s objectives and mission, as so voted
upon in a majority by the membership during that
Special Business meeting or Annual Business Meeting.
B. Any assets or monies going to an
organization will be those remaining after the has
met all its legal and financial obligations
(outstanding debt or invoices, legal fees,
penalties, fines, interest, and or settlements).
C. Any assets and monies going to an
organization shall be restricted or dedicated to a
specific fund or project within that organization
(as opposed to unrestricted or simply going to the
organization’s general fund, that the membership
feels is in keeping with the 15th Medical
Battalion Association’s mission and objectives.
D. Under no circumstances shall any
remaining assets or monies go to any Officer or
Member unless it is to cover reasonable and
pre-approved expenses incurred in performing a duty
assigned by the Executive Committee.
E. All requests for reimbursement for
reasonable expenses shall be submitted to the
Executive Committee in writing, detailing the
expenditures, and include receipts.
F. No organization shall receive
monies or assets where any Officer or Member is a
Member, officer, or executive, and the Executive
Committee, by majority vote, believes there is a
conflict of interest present or may be reasonably
construed by the Membership.
G. However, if an Officer or Member
has either worked as an employee, advisor, or done
volunteer work for an organization under
consideration, assets and monies can go to that
organization with a majority Member vote.
ARTICLE XII. AMENDMENTS
Section 1 a. Definition of members changed 5/1/19
to include designations of 15th Med Bn during the
drawdown of involvement in Vietnam.
Section 3 G (6) Snail-mail Manager added to
webmaster tasks 5/11/19
Section 9 G (7) Chaplain shall be responsible for
stocking and sending a funeral placard to the
funeral home for the death of any Association member
that has attended at least one reunion. 5/11/19
END OF DOCUMENT