Constitution and Bylaws
35th Infantry (Cacti) Regiment Association Inc.
Article I: Name of Association
The name of this Association shall be "The 35th Infantry (Cacti) Regiment Association, Inc.", a federal tax exempt 501(c)(19), not for profit corporation organized under the laws of the State of Florida, United States of America, hereinafter referred to as the "Association".
Article II: Purpose
The purpose of this Association shall be: to organize all current and past members of the 35th Infantry Regiment of the United States Army in order to foster, encourage and perpetuate the memory of the officers and enlisted who distinguished themselves by their services and sacrifices while with the 35th Infantry Regiment; to promote and cultivate social intercourse and fellowship among their descendants; to perpetuate the memory of the achievements of the 35th Infantry Regiment and its members; to aid, comfort and support the current active members and their families of the 35th Infantry Regiment; to promote the National Defense, American patriotism and American citizenship; to encourage historical research in relation to Wars; to acquire and preserve the records of the services of the members of the 35th Infantry Regiment as well as documents and relics; to mark the scenes of the activities of the 35th Infantry Regiment with appropriate memorials; to celebrate the anniversaries for the events of our Country's Wars and conflicts; to foster true patriotism; to maintain and extend the institution of American freedom; and at all times to uphold and defend the Constitution of the United States of America.
Article III: Membership
Membership is open to all persons who now serve with, or previously served with, the 35th Infantry Regiment, United States Army; provided they were honorably discharged therefrom.
Article IV: Dues
The membership dues of the Association shall be based on a fiscal year of January 1 to December 31. Each member shall pay dues as provided in the bylaws.
Article V: Government
The governing body of this Association shall be known as the Board of Directors, hereinafter referred to as "BOD", under the general management of the elected officers.
Article VI: Meetings
The Annual Business Meeting of this Association's members shall be held in conjunction with the Annual Reunion. Regular Meetings of the BOD shall be held as defined in the Bylaws.
Article VII: Amendments
Amendments to this constitution must be approved by a majority of the full Board of Directors and thereafter ratified by a majority vote of Association members present and voting at the Annual Business Meeting. No Proxy votes will be accepted.
35th Infantry (Cacti) Regiment Association Inc.
Article I: Name of the Association
The name of this Association shall be The 35th Infantry (Cacti) Regiment Association, Inc.; a federal tax exempt 501(c)(19); not for profit corporation organized under the laws of the State of Florida, United States of America, hereinafter referred to as the "Association".
Article II: Membership, Membership Application or Renewal of Membership
Section 2.1. Membership Eligibility: Membership in the Association is limited to those persons who were, or who are now, assigned to the 35th Infantry Regiment, United States Army; and who, upon acceptance of their membership application by the BOD, pay membership dues; which dues shall be as established by the BOD.
Section 2.2. Membership Application and/or Renewal of Membership: Membership forms shall be published in the Association's official publication and/or posted to its official website. Membership forms for application or renewal of membership shall be mailed to the Association Secretary with the appropriate dues enclosed.
Section 2.3. Membership Year and Status: The membership year runs from January 1 to December 31. Membership dues shall be due and payable by 30 January of each year of membership. If dues are not received by the Association by April 1st, the member will be converted to Expired Member Status, no longer enjoying the privileges of membership.
Section 2.4. Life Membership: Life Memberships will be offered to eligible persons until 31 December 2018. Thereafter no further Life Memberships will be offered, however those members who have been granted Life Membership through 31 December 2018 shall remain members in good standing with this Association until their death, or unless removed for cause from membership. At no time may these Bylaws be amended to limit this right.
Section 2.5. Honorary Life Membership: All presently living 35th Infantry Regiment Medal of Honor recipients or former 35th Infantry Regiment personnel who were Prisoners of War are automatically granted Honorary Life Membership in the Association, with all of the privileges of all Association Members.
Section 2.6. Family Associate and Friend of the Association: In pursuit of the Purpose of the Association, those individuals who have a strong relationship to the Association may be granted the right to attend Association Reunions and/or to receive electronic copies of the Association's official publication, the "Cacti Times". This distinction shall not be interpreted to confer membership in the Association, and does not extend the rights of voting membership, nor shall these individuals be allowed to hold any office within the Association. These individuals are described as:
a. Family Associate: Eligible "Family Associate" may be recognized for spouses, widows, widowers, or lineal descendants; (i) of a Killed in Action or Missing in Action 35th Infantry Regiment member who would have been eligible for membership in this Association if living, (ii) of members of the Association that were in good standing with the Association at the time of their death, may be recognized as a "Family Associate" of the Association.
b. Friend of the Association: A person who has in a notable manner demonstrated extraordinary support of the 35th Infantry Regiment or this Association, helped foster Cacti brotherhood, or in some other notable way assisted in perpetuating the good of the 35th Infantry Regiment shall be eligible as a Friend of the Association. A Friend of the Association may be proposed by any Cacti member, in good standing, through a written request to the current President. The President shall, in a timely manner, submit and review the request with the current BOD and upon majority approval of the Board of Directors, the status of "Friend of the Association" will be conferred.
Article III: Directors
Section 3.1. Board of Directors: The governing body of this Association shall be known as the Board of Directors, hereinafter referred to as "BOD", comprised of the elected Officers. Each member of the BOD shall have one equal vote on the business of the BOD, regardless of the number of offices held. All Association powers will be exercised by or under the authority of the BOD. The business and affairs of the Association will be managed under the direction of the BOD. Only members in good standing with the Association and who are 18 years of age or older are eligible for election as BOD members, however BOD members need not be residents of Florida.
Section 3.2. Number: The number of directors may be increased or decreased from time to time by the adoption of a resolution by the BOD but at all times be no less than three (3). Unless the BOD removes a director or directors, a decrease in the number of directors will not shorten the term of the incumbent director.
Section 3.3. Election and Term: The election of officers to the BOD shall be held every two years at the Annual Business Meeting of Association members. A Nominations Committee consisting of three Association members in good standing shall prepare and present a list by position of interested members to the BOD. The BOD may add or subtract from the list as it deems advisable. Members nominated by the Nominations Committee and/or contained on the list by position need not be present at the Association Business Meeting to be eligible for election it being pre-determined that they have accepted the nomination. The current President or his appointee shall present the list to the assembled members at the Annual Business Meeting. In addition, nominations may be taken from the floor at the Annual Business Meeting from any member in good standing, provided the nominated member must be physically present to accept or decline the nomination. A simple majority of those members in attendance shall be sufficient to elect each director. Each director so elected will hold office until the next scheduled election and until such director's successor has been elected and qualified or until such director's earlier resignation, removal from office, or death.
Section 3.4. Place, Time and Manner of the Election of Directors:
a. Annual Business Meeting: The Annual Business Meeting of the Association membership shall be held at the Annual Reunion, at the time and location determined by the BOD. The election of officers to the BOD shall be held at the Annual Business Meeting every odd numbered year.
b. Notice: Notice of the Association Business Meeting to the members of the Association shall be DEEMED TO HAVE BEEN MADE upon publication in either the Cacti Times and/or posted on the Association website at www.cacti35th.org which notice shall be published or posted at least fifteen (15) days in advance of such meeting, but not more than ninety (90) days in advance. The notice of the Annual Business Meeting shall contain the time, place, order of business and purpose of the meeting.
c. Quorum: The presence of not less than five Annual and/or Life Members shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time and date.
d. Voting: Only Annual and Life Members in good standing, being physically present, shall have the right to vote. Proxy votes will not be accepted. Questions shall be determined by majority vote, except as noted in these Bylaws.
Article IV: Officers
Section 4.1. Officers. The officers of the Association shall consist of a President, an Executive Vice President, a Secretary, and a Treasurer, and may include one or more Senior Vice Presidents, and one or more Vice Presidents, and a Sergeant-at-Arms. The officers shall be elected by the members present at the Annual Business Meeting conducted on odd numbered years. The BOD from time to time may elect other officers who will have the authority and perform the duties as prescribed by the BOD. All officers will hold office until their successors have been elected and have qualified or until their earlier resignation, removal from office, or death. The term of office shall be for two years. There is no limit on the number of terms an officer may be elected. One person may hold any two or more offices.
Section 4.2. Duties. The following officers of this Association will have the following duties:
a. President. The President will be the chief executive officer of the Association, will have general and active management of the business and affairs of the Association, subject to the directions of the Board of Directors, and, in the absence of a Chair of the Board of Directors, will preside at all meetings of the Board of Directors.
b. Vice President. Each Vice President, if one or more is elected, will have such powers and perform such duties as may, from time to time, be prescribed by the Board of Directors. In the event of the absence or disability of the President, the Executive Vice President will succeed to the President's power and duties, and thereafter succession will be in the order designated by the Board of Directors.
c. Secretary. The Secretary will (i) attend all meetings of the Board of Directors, (ii) record all proceedings of such meetings in the minute book of the Association and authenticate records of the Association, (iii) deposit monies in the name of the Association in the depositaries designated by the Board of Directors, and (iv) will perform such other duties as may, from time to time, be prescribed by the Board of Directors or by the President.
d. Treasurer. The Treasurer will (i) have charge and custody of and be responsible for all funds and securities of the Association, (ii) keep full and accurate accounts of receipts and disbursements, (iii) invest funds of the Association into interest bearing accounts in the name of the Association, (iv) pay all debts of the Association in a timely manner, and (v) perform all other duties as may, from time to time, be prescribed by the Board of Directors or by the President.
e. Sergeant-at-Arms. The Sergeant-at-Arms will have such powers and perform such duties as may, from time to time, be prescribed by the Board of Directors.
Section 4.2. Removal, Resignation and Vacancies.
a. Membership Expulsions: Any Officer or Member of this Association may, upon a two thirds (2/3) vote of the full BOD for impeachment by the Board of Directors, be suspended from membership for misconduct or dishonesty involving the Association. Any such member may be expelled from the Association by a two-thirds (2/3) vote of the members assembled at the Annual Business Meeting.
b. Removal from Office: An Elected Officer may be removed from office, upon a two thirds (2/3) vote by the full Board of Directors, for failure to perform the duties prescribed for the office, conduct unbecoming an officer, conviction of a felony, dishonorable separation from active military service, dishonesty or conduct prejudicial to the Association.
c. Appeals: In all cases involving Suspension, Expulsion or Removal the accused will have the right to be heard in their own defense before the Board of Directors. They shall have the opportunity to present their own testimony or that of others before the BOD.
d. Removal of Assistant Officers. Any non-elected assistant officer or non-elected committee member, if appointed by the President or a Vice President, may be removed by such officer with or without cause.
e. Resignation. An officer may resign at any time by delivering notice to the Association. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
f. Method of Filling Vacancies. Any vacancy, however occurring, in any office may be filled by the Board of Directors.
Section 4.3.Compensation. The officers of the BOD shall at no time be compensated for their service to this Association.
Section 4.4. Quorum and Voting. A majority of the elected officers of the full BOD constitutes a quorum for the transaction of business. If a vote is required for the transaction of business the affirmative vote of a majority of the elected officers of the full BOD is an act of the BOD.
Article V: Board of Directors and Other Committees
Section 5.1. Creation; Application Requirements. The Board of Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members one or more other committees each of which, to the extent provided in the resolution, has and may exercise all the authority of the Board of Directors, except as limited by the laws of the State of Florida. All requirements applying to the Board of Directors regarding meetings, notice, waiver of notice, quorum and voting apply to committees and their members as well.
Section 5.2. Number of Members. The BOD may create standing committees for the purpose of the conduct of Association business. Each committee will have three or more members who serve at the pleasure of the Board of Directors. The Board of Directors, by resolution adopted in accordance with this section, may designate one or more directors as members or chair of any such committee. The chair of any such committee may request of the President the appointment of members to the committee, such members being elected members of the BOD or non-elected members drawn from the membership of the Association. The President may appoint further members to any such committee to serve at the pleasure of the President. Special committees may be formed by the President without the consent of the BOD. Special committee members will report to the full BOD the findings of the purpose for which the committee was formed.
Section 5.3. Time of Annual and Regular Meetings.
a. Annual Meeting: An annual meeting of the Board of Directors will be held each year in conjunction with the Annual Reunion. Notice of the annual meeting to all members of the Board of Directors shall be made by the President at least fifteen (15) days in advance of such meeting, but not more than ninety (90) days in advance. The notice of the annual meeting shall contain the time, place, order of business and purpose of the meeting.
b. Regular Meeting: A regular meeting of the Board of Directors shall be in continuous session from the time of the end of the annual meeting until the next annual meeting. The business of the Board of Directors shall be conducted by electronic communication. It is the sole responsibility of each Officer of the Board of Directors to keep their contact information current by notifying the Secretary of any change. The presiding officer of the regular meeting shall be as put forth in Article IV, Section 4.1.a. Any member of the Board of Directors may put forth a motion, amendment thereto or resolution, however, no motion, amendment thereto or resolution may be considered unless notice is provided to all Officers of the Board of Directors. Motions, amendments thereto and resolutions shall be determined by a majority vote of the full BOD. A majority of the full BOD constitutes a quorum. The Secretary shall record all motions, amendments thereto and resolutions and keep a record of participants and how they voted.
Section 5.4. Duties of Directors. A director will perform the duties of director, including the duties as a member of any committee of the Board upon which such director serves, in good faith, in a manner reasonably believed to be in the best interest of the Association, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
Section 5.5. Director's Duty Remains Neither the creation of any committee, the delegation of authority to any committee, nor action by any committee will alone constitute compliance by any director not a member of such committee with such director's obligation to act in good faith, in a manner reasonably believed to be in the best interest of the Association, and with such care as an ordinarily prudent person in a like position would use under similar circumstances.
Article VI: Books and Records
The Association will maintain: minutes of the proceedings of its Board of Directors and committees of directors; accurate accounting records; a copy of the current Articles of Incorporation and bylaws of the Association; a list of the names and business addresses of the current officers and directors of the Association; and a copy of the most recent annual report for the Association as filed with the Secretary of State.
Article VII: Publications, Website and Notice to Members
The official publication of the Association is the Cacti Times and shall be published and distributed at least two times per year as funds allow. The official website of the Association shall be www.cacti35th.org. All required Notice(s) to members of the Association shall be DEEMED TO HAVE BEEN MADE upon publication in either the Cacti Times or posted on the website, provided that publication or posting is done fifteen (15) days in advance of any action to be taken by such notice and, provided that such notice will not be published or posted more than ninety (90) days in advance of any action to be taken. The President shall review each Notice, published in the Cacti Times prior to publication, and each Notice prior to posting to the website, to confirm its accuracy on content and form.
Article VIII: Memorial Ceremony
At least once each year there shall be a special Memorial Ceremony in memory of the honored dead of the 35th Infantry Regiment, observed by the Association at its Annual Reunion, either at the Annual Business Meeting or the Annual Dinner Banquet.
Article IX: Exempt Activities
Notwithstanding any other provision of these Bylaws, no officer, Director or representative of this Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder as they now exist or as they may hereafter be amended, or by an organization contributions to which are deductible under Section 170(c)(2) of such Code and regulations as they now exist or as they may hereafter be amended.
Article X: Amendment
These Bylaws may be amended or repealed and additional bylaws adopted, in writing, by the Board of Directors. Any amendment, repeal or addition will be approved by resolution of a majority of the members of the full Board of Directors and thereafter ratified by a majority vote of Association members present and voting at the Annual Business Meeting. No Proxy votes will be accepted.
Updated September 27, 2018