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RFPB Fellows Society

Bylaws


Name and Purpose of the organization 
RFPB Fellows Society is an Internal Revenue Service 501(c)(4) non-profit organization formed to research, educate, present findings of fact, and project those results in terms of possible future outcomes on National Guard and Reserve Component matters. RFPB Fellows Society efforts will be directed toward the best interest of the members of the National Guard and Reserve Components of the United States of America. The RFPB Fellows Society is not a lobbyist organization and will have no political party affiliation. 

The RFPB Fellows Society shall maintain a publicly accessible internet website. At a minimum, the website will contain a list of the Board of Directors, the RFPB Fellows Society mission statement and goals, Annual Meeting minutes, past accomplishments and current efforts, and a means for the public to contact the RFPB Fellows Society with questions and comments. The cost of maintaining the RFPB Fellows Society website shall be paid for by proceeds collected as membership dues.

Membership
Membership in the RFPB Fellows Society is limited and exclusively comprised of former Reserve Forces Policy Board Chairmen, Board Members, Staff Members and their designees. There is one class of membership. All members are required to pay annual membership dues in the amount determined by the Board of Directors to cover administrative expenses. From time to time the Board of Directors may grant Honorary Memberships.

Each member of the RFPB Fellows Society will have one vote. There is one class of vote. At the Annual Meeting when elections are scheduled by reason of a Board of Directors position vacancy or expiration of a two-year term, members will cast one vote each for President, Vice-President, Secretary/Treasurer, and two at-large Board of Directors positions. Members must be present or actively engaged in the voting process via two-way communications (i.e. telephone conference, video conference, etc.) to vote at the Annual Meeting. No vote can be made by proxy. 

Membership is terminated by a member providing written notice to the Board of Directors stating their request to be removed as a member or by a member’s failure to pay annual membership dues.

Membership provides each RFPB Fellows Society member with the opportunity to hold a Board of Directors position. Membership allows for each member’s name to be listed on the RFPB Fellows Society website (www.RFPBfellowssociety.org). Other benefits of membership will be as determined by the Board of Directors.

Membership Dues 
Membership dues are paid by all RFPB Fellows Society members annually for the fiscal year beginning 1 October and ending 30 September of the following year. Membership dues are not tax deductible. The amount of the annual membership dues is determined by the Board of Directors. Membership dues are to be used for administrative expenses of the RFPB Fellows Society. Membership dues will be held in a RFPB Fellows Society bank checking/savings account doing business in the State of Virginia. 

In the event that the RFPB Fellows Society dissolves its corporate existence, any money remaining in the RFPB Fellows Society bank account on the date of dissolution will be donated to the Reserve Officers Association.

Board of Directors:  
There are five (5) Board of Directors positions. The Board of Directors is elected by the RFPB Fellows Society members. All RFPB Fellows Society members are eligible to hold a position on the Board of Directors. Each member of the Board of Directors may serve in one of the five Officer positions. Three (3) of the five Officer positions will be specifically designated as President, Vice-President, Secretary/Treasurer, and two Board of Director positions will be member at-large positions. Each Board of Directors member will have one vote on all matters brought before the Board of Directors. The three (3) designated Officer positions and their respective duties are:

     President 
          •Presiding at all RFPB Fellows Society meetings and committee meetings. 
          •Serving as the official RFPB Fellows Society representative when conducting official business with other organizations or
                    individual persons. 
          •Serving as RFPB Fellows Society liaison with the Reserve Forces Policy Board
          •Soliciting legal counsel as needed to conduct official RFPB Fellows Society business (legal counsel may originate internally
                    if a member is an attorney with relevant professional knowledge or may be obtain externally on a Pro-bono basis).

     Vice-President 
          •Performing the duties of President in his or her absence.
          •Serving as Chairman of the Finance Committee. 
          •Responsible for Member accounts and accounts payable; authorized to make payments on behalf of the RFPB Fellows
                    Society.
          •Drafting official RFPB Fellows Society correspondence.

     Secretary/Treasurer 
          •Responsibility for preparing correspondence for mailing/distribution
          •Recording of meeting minutes, presenting them to the Board of Directors, and managing the RFPB Fellows Society web
                    site.
          •Preparing agendas for meetings in consultation with the President and Vice-President.
          •Ensuring that notices of meetings are sent to RFPB Fellows Society members as required. 
          •Responsibility for the collection of membership dues to cover administrative expenses.
          •Preparing quarterly statements detailing dues collected, administrative expenses, and checking account reconciliation. 
          •Responsible for accounts payable; authorized to sign checks on behalf of the RFPB Fellows Society.

The founding Board of Directors shall serve a term of two (2) years beginning with the RFPB Fellows Society first Annual Meeting. At all subsequent Annual Meetings the RFPB Fellows Society members will cast a vote for each of the five Board of Directors positions when a Board of Directors vacancy exists. Each member of the Board of Directors shall serve a term of two (2) years and will be limited to two (2) consecutive terms. Members who have held a Board of Directors position for four (4) consecutive years will be ineligible to hold a Board of Directors positions for two years following the completion of two consecutive terms. 

Elections
To be considered for a Board of Directors position, the member most be in good standing and current with annual membership dues. The member must announce their candidacy, in writing, to the existing Board of Directors thirty (30) days prior to the Annual Meeting; when elections are scheduled.  

Should any Director be unable or unwilling to complete their two (2) year term, a vote of the membership will be taken to replace the Director position(s) vacated. The Board of Directors may schedule a special meeting for the purpose of conducting a vote or may delay voting until the next Annual Meeting.

Meetings  
Annual Meeting:  There shall be one Annual Meeting of the RFPB Fellows Society. In order for the Annual Meeting to be valid, a quorum consisting of a majority of the RFPB Fellows Society membership must be present or actively engaged in the voting process via two-way communications (i.e. telephone conference, video conference, etc.). The Annual Meeting will coincide, to the best extent possible, with the Reserve Forces Policy Board annual meeting. The Annual Meeting should be held in the Washington, DC metropolitan area. Notice of the Annual Meeting shall be given 60 days prior to the Annual Meeting date via email and must be posted on the RFPB Fellows Society web site. The Annual Meeting will be attended by members only and is closed to the public.

The President will Chair the Annual Meeting and will follow the format standards detailed in Robert’s Rules of Order. Official minutes of the meeting will be kept as an official record of the RFPB Fellows Society and will be posted on the RFPB Fellows Society web site.

To hold the Annual Meeting in a location outside the Washington, DC metropolitan area, a vote of the membership must be held via email or website. The results of the vote will be recorded and placed in the official records of the RFPB Fellows Society.

Special Additional Meetings: Special Additional Meetings may be scheduled and held as needed with the approval of the Board of Directors. Notice of Special Additional Meetings shall be given 30 days prior to the date of the Special Additional Meeting via email and will be posted on the RFPB Fellows Society web site. Special Additional Meetings may be held in a location determined by the Board of Directors.

Committees 
The Board of Directors may appoint members to a committee. The Chair of each committee will be selected by the committee members. 

Finance Committee:  The Finance Committee will be comprised, at a minimum, the Vice-President and the Treasurer. The Finance Committee will produce and present a quarterly financial statement indicating all proceeds collected, all expenses paid, and an Income Statement to the Board of Directors. The Finance Committee will produce and present an Annual Income Statement to the Board of Directors for review and approval at the Annual Meeting. The approved Annual Income Statement will be placed on the RFPB Fellows Society web site.

Audit Committee: The Audit Committee will be composed of RFPB Fellows Society members. Members of the Board of Directors and members of the Finance Committee are ineligible as members of the Audit Committee. The Audit Committee will conduct a minimum of one annual review of all RFPB Fellows Society financial activities and submit a report of their findings to the RFPB Fellows Society membership.

Awards Committee:  The President will convene an Awards Committee to select an individual and a Reserve unit to receive the annual Citizen Patriot Awards. Nominations for the individual award will be submitted to the Awards Committee by the membership. Each member may submit a single individual nomination. Nominations for the Reserve Component unit award may be submitted by each of the seven Reserve Component Chiefs. Each Reserve Component Chief may submit a single Reserve Component unit to the Awards Committee. Awards winners will be invited to the RFPB Fellows Society’s Annual Meeting to be formally presented with the Citizen Patriot Award.  

Ad Hoc Committees:  The Board of Directors may create ad hoc committees for data collection/research, public relations, special event, or others as needed. The committee membership may be comprised of Directors or members or both.  

Fiscal Management 
Financial Statements: The RFPB Fellows Society’s fiscal year shall end on 30 September. The Chairman of the Finance Committee, assisted by the Treasurer, is responsible for quarterly and year-end financial statements and annual State and Federal tax preparation and filings.

Records Maintenance: The Secretary is responsible for maintaining records and documentation on RFPB Fellows Society activities that include meeting minutes, committee reports, financial reports, general correspondence to and from the Board of Directors, and any Freedom of Information Act requests.

Records will be retained or destroyed in accordance with the standards outlined by the National Archives and Records Administration.  

Compensation
The RFPB Fellows Society’s Board of Directors and members assisting as staff will not receive compensation. All Director’s and Staff positions are strictly voluntary. The RFPB Fellows Society will have no employees.

Travel Expenses: Should any Director or member have a need to travel in an official capacity representing the RFPB Fellows Society, funding authorization must be obtained from the Finance Committee prior to incurring travel expenses. Finance Committee members must obtain funding authorization from the Board of Directors. With the proper funding authorization, travel expenses incurred in an official capacity representing the RFPB Fellows Society will be reimbursed with proceeds collected from membership dues.

Amendments to the Bylaws  
The RFPB Fellows Society bylaws may be amended once per year at the Annual Meeting. Notice of an amendment to change the RFPB Fellows Society bylaws must be provided to the members at least thirty (30) days prior to the Annual Meeting via email attachment and posted on the RFPB Fellows Society web site. Adoption of any change to the RFPB Fellows Society bylaws must be approved by two-thirds of the quorum present or actively engaged in the voting process via two-way communications (i.e. telephone conference, video conference, etc.) to vote. No vote can be made by proxy.

Board of Directors

In witness thereof, we have hereunto subscribed our names this 21st day of September, 2012


          ___________________________________                    ___________________________________
          MG Kenneth A. Bouldin, USA (Ret)                                                  The Honorable Terrence O’Connell
          President, RFPB Fellows Society                                                     Vice-President, RFPB Fellows Society



          ___________________________________                    ___________________________________
          CWO4 George M. Rubesha, USCGR                                               The Honorable William A. Navas
          Secretary/Treasurer                                                                           at-large, RFPB Fellows Society
          RFPB Fellows Society



          ___________________________________
          Mr. Robert B. Green
          at-large, RFPB Fellows Society