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BY-LAWS OF BUGLES ACROSS AMERICA, NFP
The mission of Bugles Across America, NFP is:
To support the Department of Defense Directive 1300.15 pertaining to Military Funeral Honors Protocols.
To provide assistance and support to the military, Veteran Service Organizations and Funeral Homes as Authorized Providers.
To support the idea of volunteer service to focal communities, the states and to the nation.
To provide education in order that the Flag of the United States is given the respect that it is due by teaching the history of the Flag and protocols.
To promote the live playing of "Taps" the most sacred duty of a bugler-on a high brass instrument (trumpet coronet or bugle, etc.) at a military/Civilian ceremony honoring a deceased veteran or active duty personnel.
To promote the Performing Arts & Education of Music by supporting Drum & Bugle Corps, Marching organizations, concert bands and other musical groups.
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Preamble
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For God, State, and Country, we associate ourselves together to and have formed as a nonprofit 501 (c) 3 Corporation to serve as a clearinghouse of civilian volunteer buglers, honor guard members and support personnel.
Wherefore these association by-laws to:
Foster and encourage a spirit of cooperation between the active armed forces and their reserves and support existing veteran service organizations and foster the traditions of which have motivated past and present in their unselfish performance of duty and devoted service to their State and Country.
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ARTICLE I
NAME |
Section 1 Name
The name of the organization shall be named BUGLES ACROSS AMERICA, NFP (hereafter to be referred as BAA).
Section 2. Corporate Status
BAA is a not-for-profit corporation of the State of Illinois and the Commonwealth of Pennsylvania.
Section 3. Registered Office
The National Headquarters shall be located at 1824 S. Cuyler Ave. Berwyn, Ill 60402.
Section 4. Other Offices
The Corporation may also have offices at such other places that the Corporation shall require.
Section 5. Fiscal Year
The fiscal year of the Association shall begin on the first day of January and terminate on the last day of December of that year.
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ARTICLE II
MEMBERSHIP |
Section 1. Individual Members
BAA accepts everyone who volunteers to play TAPS in a somber and dignified manner that provides closure to the families and loved ones of a deceased veteran or active duty personnel at the funeral or memorial.
Members come from ail walks of life. We do not discriminate on the basis of race, creed, nationality, age or physical appearance (height/weight). All that is asked is the proper performance of the playing of "Taps."
Section 2. Corporate Members
Corporate membership in the Association may be established and accepted by the Executive Director. Corporate members will not have voting privileges in the transaction of Association business.
Section 3. Honorary Members
Any person may be selected to honorary membership in the Association by the Executive Director. Honorary members shall not be eligible to hold any office in the Association.
Section 4. Annual Dues
There shall be no annual membership dues at this time.
Section 5. Association Awards
Members and other persons performing service to the Association are eligible to receive decorations awarded by the Association. While in good standing, individual members of the Association may wear or display the Association's decorations along with other service ribbons.
A description of each award in order of precedence of display is attached to these bylaws.
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ARTICLE III
STATE CHAPTERS |
Section 1. General
In each state, commonwealth, or territory in which there is an organized State Chapter and which is satisfactory to the Directors, such organization shali be eligible for membership in this Association as a State Chapter. There can be more than one State Chapter per state, possession or territory. The internal organization and operations of State Chapters shall be the prerogative of the chapter. Overview of the Chapter will be supervised by the State Director (if available), Regional Director and the Executive Director.
Section 2. Qualification
The definition of State is to be within the boundaries of the United States of America. Any chapters who are territories, possessions and outside the said boundaries will not be held to the following:
In order for a State Chapter to qualify and be recognized as such it must have and maintain not less then 5 members who are active in the state.
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ARTICLE IV
DIRECTORS
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Section 1. General Powers
The Executive Director shall be the governing body of the Association and shall have the power to determine the policy and function of the Association and shall select officers. Officers and Directors are deemed VOLUNTEERS and will be selected and appointed to said positions. Without any restriction upon its genera! powers, the Executive Director may appoint such temporary committees as may be necessary to carry out the purposes of the Association and shall prescribe the duties of such committees.
Section 2. Composition
The Directors shall be composed as follows: the Association President, Vice Presidents, Treasurer and Secretary. Officers serve as Directors for the duration of their term of office.
One Director, hereafter referred to as a State Director, selected by the President after volunteering for the position. Requirements include a comprehensive background in written form detailing pertinent information applicable to the position.
Past Presidents of the Association will serve as Directors for a period of five years following their term of office.
The Founder will ever be recognized as President Emeritus.
State Directors can serve their states as long as they are able.
Area Directors can serve their areas as long as they are able.
Regional Directors can serve their regions as long as they are able.
Any Director can be relieved of duty/command at the discretion of the Executive Director.
Section 3. Meetings
Directors can meet at least twice during each calendar year in conjunction to the Annual Meeting, a second mid-year meeting can be held, generally at the site of the following years' Annual Meeting. The President may caii special Meetings. A telephone conference of the Directors shall be held upon request of the President and three of its members within ten days after the date of the request. Business of the Directors may also be conducted using telephone, USPS, electronic facsimile or computer e-mail.
Section 7. Amendments and Resolutions
Directors can recommend from time to time the amendment of such by-laws as may be necessary or advisable.
The Directors may also refer resolutions to the states or the entire membership for determination.
Should any member (Director, State Director, Area Director, Regional Director or individual) have an idea/suggestion they want to implement, they can contact the Executive Director to discuss the matter and possibly get immediate approval/advice.
Section 8. Fiduciary Responsibility
Executive Director has the responsibility for the solicitation, collections, allocation, awarding, granting and distribution of money, grants, gifts and other funds obtained by the Association and for otherwise acting on behalf of the Association consistent with the provisions of the Internal Revenue Code and the controlling provisions of the laws of the State of Illinois.
Section 9. Vacancies
Vacancies may be filled at the discretion of the President.
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ARTICLE V
OFFICERS
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Section 1. The officers of the Association shall be a President (Executive Director), Vice Presidents, Secretary and Treasurer. The term of each office shall be for two years and shall commence when installed in office during the Annual Meeting, and shall continue until the successor has been selected and has been installed in office.
Section 2. Other Officers.
(a) The Executive Director shall appoint a Judge Advocate, Chaplain, Sergeant-at-Arms and a Historian.
Judge Advocate - Person to investigate any wrongdoing against the group or against one or more members.
Chaplain - Gives invocation of prayer at any meeting, memorial service involving BAA members. Responsible for making contact with the National Military Chaplains - veterans hospital chaplains and building a BAA/Four Chaplains Programs with the national Chapel of the Four Chaplains in Philadelphia, PA.
Sergeant-at-Arms - This person enforces any infraction at any meetings.
Historian - Keeps track of the stories and news pertaining to members and events of the organization.
(b) Officers, in addition to those set forth above, may be established by the Executive Director.
Section 3. Selection
The officers of the Association can be selected during the Fiscal year.
Section 4. Vacancies
Upon death, resignation, or inability of any officer to serve, the Executive Director shall fill such vacancy for the remainder of the un-expired term of such office.
Section 5. Professional Services
The Executive Director may hire, engage or appoint an Operational Director and such agents, accountants, management firms, attorneys, and attorneys-in-fact of the Association as it may deem proper and define their duties.
Section 6. Multiple Positions
Any individual member may be appointed to any office or as director, or to any committee, and one member may hold more than one office or serve in more than one capacity.
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ARTICLE VII
DUTIES OF OFFICERS
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Section 1. President
The President is vested with administrative and executive powers usually appertaining to the office. The President shall preside at ail meeting of the members and directors and shall have general supervision of the business and finances of the Association and shall see that all orders and resolution of the Executive Director are carried into effect; subject, however to the right of the directors to delegate any specific powers to any other officer or officers of the Association except such as may be by law, rule, regulation or certificate of incorporation exclusively conferred upon the President.
Duties will also include: fundraising, answer questions pertaining to the organization, respond to requests and faxes, the President will delegate to the Webmaster, convey ail copies of income and receipts to the Treasurer and make all final decisions pertaining to al! financial matters.
Section 2. Vice President
The Vice President shall perform such duties as shall be assigned to him and exercise such powers as may be granted to him by the Executive Director of the Association.
Section 3. Secretary
The Secretary shall attend all meeting of the members, the Directors, and the Executive Committee, and shall act as clerk thereof and shall keep the minutes of the proceedings. The Secretary shall keep the seal of the Association and when authorized, shall affix the seal to any instrument requiring the seal. The Secretary shall perform such other duties as may be prescribed from time to time by the Executive Director. In the absence of the Secretary, an assistant secretary or some other member may be designated as temporary secretary for the meeting.
Section 4. Treasurer
The Treasurer is vested with duties usually appertaining to a similar office of a voluntary not-for-profit membership organization. The Treasurer shall see that accurate accounts of receipts and disbursements in books of the Association in the name and to the credit of the Association in depositories designated by the Executive Director. The funds of the Association shall be disbursed as authorized by the Executive Director, taking proper vouchers thereof. The Treasurer shall render to the President at regular or special meetings thereof, an account of all the transactions of the Treasurer, and of the financial condition of the Association The Treasurer shall make an annual report at each Annual Meeting.
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ARTICLE VIII
MEETINGS
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Section 1. Place and Time
The Executive Director may determine the necessity for a special or emergency meeting and shall designate the time and place thereof.
Section 2 Notice
At least 90 days prior to each Annual Meeting, each member shall be notified of the dates times, and place. Notice contained in a regular publication of the Association shall be sufficient notice of the Annual Meeting. In the event of an emergency or special meeting the Association's chapters and/or members shall be mailed called or otherwise directly notified of the date, time, place and purpose of such a meeting.
Section 3 Committees
The President shall designate members of the Association to serve.
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ARTICLE IX
COMMITTEES
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Section 1. Establishment
The Standing Committees of BAA shall be designated by the Executive Director and any one or more special or limited purpose committees may be formed.
Section 2. Membership
Committee chairpersons and members shall be appointed by the President unless otherwise specified in the Resolution creating the committee.
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ARTICLE X
AMENDMENTS
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These by-laws may be amended at any called meeting of BAA by a majority of ail delegates eligible to vote, provided that the substance of the proposed amendment shall have been submitted in writing to the membership of the Association at least 60 days before convening of the Annual Meeting or meeting at which it is proposed to be considered. Notice in a regular publication of the Association shall be sufficient notice.
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ARTICLE XI
DISSOLUTION
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Upon dissolution of the Association (Corporation), the Directors shall after paying or making provisions for the payment of all obligations justly due, dispose of remaining assets of the Association, in such manner or by conveyance to such organizations) having the same or comparable objectives as the Directors may determine. No part of the earnings or assets of the Association shall insure to the benefit of or be distributed to private persons, members, Directors or officers, except for reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes for which the Association is formed.
This Association will not incur or carry any outstanding debt it cannot pay for in full. All expenses are to be paid before the end of the fiscal year.
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ARTICLE XII
DISCLOSURES AND DISCLAIMERS
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Force Majeure
Definition: Force Majeure literally means "greater force''. These clauses excuse a party from liability if some unforeseen event beyond the control of that party prevents them from performing their agreed obligations. Typically, Force Majeure clauses cover natural disasters or other "Acts of God": war. or the failure of third patties-such as suppliers and subcontractors-to perform their obligations to the contracting party, ft is important to remember that Force Majeure clauses are intended to excuse a party only if the failure to perform could not be avoided by the exercise of due care by that party.
When negotiating Force Majeure clauses, make sure that the clause applies equally to all parties to the agreement-not just the licensor. Also, it is helpful if the clause sets forth some specific examples of acts that will excuse performance under the clause, such as wars, natural disasters and other major events that are clearly outside a party's control, inclusion of examples will help to make dear the parties' intent that such clauses are not intended to apply to excuse failures to perform for reasons within the control of the parties.
BAA is a clearinghouse for volunteers to sign up to play 'Taps." Members are not paid salary/wages for this service by BAA. The corporation has no said contract/agreement with our members to fulfill all requests. There may not be any buglers in the requested area. Most members will find ways to fulfill the request, but may not be able to based on time, distance and availability of members in the said area. Conveyance of communications with the requester and the POC for BAA should be made in a timely manner.
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ARTICLE XIII
ADOPTION AND EFFECTIVE DATE
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The by-laws presented are to be considered de facto. Additions/Revisions will be considered at the next meeting.
Respectfully Submitted Edward F. Bilger PA State Director
13 MARCH 2006
Published at www.buglecall.org
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