Articles of Incorporation

(As amended 21 APR 07)

 

NATIONAL GUARD ASSOCIATION OF KANSAS

ARTICLES OF INCORPORATION

ARTICLE I NAME

The name of the Corporation shall be the "National Guard Association of Kansas."

ARTICLE II REGISTERED AGENT AND OFFICE

The registered office of the Corporation is 800 SW Jackson, Suite 808, Topeka, Shawnee County, Kansas, and the registered agent is Jonathan P. Small.

ARTICLE III NOT FOR PROFIT PURPOSES

This Corporation is organized not for profit and its purpose for being so organized shall be:

1. To promote and support adequate state and national security;

2. To support and improve the Army and Air National Guard of Kansas;

3. To promote and support the National Guard Association of the United States in its efforts to improve the National Guard;

4. To promote and undertake activities and programs of benefit to members and their families, insurance programs, scholarship programs and any other activity reasonably intended to promote the well being of the membership or to further the purposes named herein;

5. To provide the public with pertinent information and assistance to enhance public appreciation of the purpose and value of the National Guard to Kansas and the national security program of the United States of America; and

6. To have the power to receive and collect membership dues and accept contributions, and may hold, take by gift, devise or purchase property, either real or personal, and invest its funds therefrom, but shall not have the authority to issue capital stock. All Corporation funds from whatever source derived shall be used exclusively to promote the purposes for which the Corporation is organized.

ARTICLE IV MEMBERSHIP

Section 1. Active Membership.

All active officers of the Kansas Army National Guard and the Kansas Air National Guard shall be eligible for active membership in this corporation. All inactive or retired officers of the National Guard of Kansas, or any state or territory of the United States, and who shall have held a federally recognized status as such and been honorably separated from active service shall be eligible for active membership.

The classes of active membership shall be:

(a) Annual: Any officer upon payment of appropriate dues shall be entitled to an annual active membership.

(b) Life: Any officer upon payment of appropriate dues shall be entitled to a lifetime annual active membership.

Section 2. Associate Membership.

Enlisted personnel, spouses of active and associate members, and surviving spouses of former active and associate members of the Kansas Army and Air National Guard shall be eligible for associate membership. Associate members shall not have voting privileges, pay dues, or hold offices in the Corporation.

Section 3. Honorary Membership.

The Governor of the State of Kansas shall be ex officio an honorary member hereof during his or her respective term of office. Any former officer of the Army or Air National Guard of the United States may be elected to honorary membership hereof, by a majority vote of the Board of Directors.

Section 4. Definition.

The term officer as used herein shall include both commissioned officers and warrant officers.

Section 5. Evidence of Membership.

Each active member of the Corporation shall be issued an appropriate card or certificate evidencing membership in this Corporation.

Section 6. Dues.

The dues for membership as provided in these Articles of Incorporation, shall be as established and prescribed in and by the By-Laws of this Corporation.

Section 7. Representation.

Only an active member in good standing with the Corporation shall have the right to participate in a Regular Annual or Special Conference as a delegate. Only those delegates present shall be accredited as such and shall be entitled to vote on such matters of business as may be properly brought before the Corporation at such a Conference.

Section 8. Quorum.

A quorum shall exist at any Regular Annual Conference or Special Conference when ten percent (10%) of the active membership is represented by accredited delegates. For the purpose of this section an accredited delegate may represent one or more active members by a valid proxy filed with the Secretary of the Corporation.

ARTICLE V BOARD OF DIRECTORS

The number of Directors constituting the initial Board of Directors of the Corporation is fourteen (14) and the name and addresses of the persons who are to serve as initial Directors are as follows:

Philip Brehm Lloyd E. Krase 704 Englewood 2318 SE GeminiLansing, KS 66043 Topeka, KS 66605

Alonzo D. Dougherty, Jr. James E. Lee 116 9th Avenue 926 South Horton Leavenworth, KS 66048 Fort Scott, KS 66701

Duane H. Ellingson John W. Mitchell, Jr. 207 Bonnie Brae 512 Delaware Wichita, KS 67207 Hiawatha, KS 66434

James E. Fox Thomas H. Payne 5306 W. 31st Terrace 3100 Coolidge Topeka, KS 66614 Wichita, KS 67204 Walter W. Grant Michael P. Sarras 5716 W. 31st Terrace 1619 N. 81st Topeka, KS 66614 Kansas City, KS 66112

George J. Heffel Ralph T. Tice Box 9 4917 SW Cedar Crest Manhattan, KS 66502 Topeka, KS 66606

James H. Herring Robert K. Webb 414 E. 35th St. Terr. Route 1, Box 302 Topeka, KS 66605 Hoyt, KS 66440

ARTICLE VI BOARD OF DIRECTORS

The Board of Directors shall consist of fifteen active members. One member of the Board shall be the Immediate Past President and shall hold such position for one year following his or her term of office as President of the Board. One director shall be a junior officer of the Army National Guard and one Director shall be a junior officer of the Air National Guard . One Director shall be a retired active member and one Director shall be a Warrant Officer.

The fifteen members, including the junior officer, Warrant Officer, and retired officer members, shall be elected for two year terms by a majority of the accredited delegates at the Corporation's Regular Annual conference in the following manner: five Directors shall be elected during odd number conference years from the Army National Guard and four Directors shall be elected during even number conference years from the Army National Guard, and two Directors shall be elected during both odd and even number conference years from the Air National Guard. One Warrant Officer Director shall be elected during even numbered years.

A Director shall begin the term of office on the first day following the Regular Annual Conference at which he or she shall have been elected.

In the event a Junior Officer director elected to the board that was nominated from the steering committee is either separated from the National Guard, deployed, or is promoted to grade of O4 or higher, that member's term shall immediately terminate and the Board shall select his or her successor from a list of no more or less than three eligible officers submitted for consideration by the Junior Officer Steering Committee. Said selection shall be made at the next regular or special meeting of the Board of Directors. If the Junior Officer is also the chair of the Junior Officer Steering Committee, then the other Junior Officer on the Board shall be appointed to the chair by the President of the Board. One retired Director, Army or Air, shall be elected each odd number conference year.

ARTICLE VII CORPORATE OFFICERS

The Officers of the Corporation shall be:

1. President

2. 1st Vice President

3. 2nd Vice President

4. Secretary

5. Treasurer

Duties of the Officers of the Corporation shall be as prescribed in the By-Laws of said Corporation and shall be those usually performed by Officers in similar organization. The Officers of the Corporation will also serve as members of the Board of Directors.

ARTICLE VIII ELECTION OF OFFICERS

All officers of the Corporation, shall be elected by a majority vote of the active membership represented by the accredited delegates at the Regular Annual conference of the Corporation. An Officer shall be selected for nomination from the Board of Directors elected at such Conference to serve for the next succeeding year, and each shall hold officer for one year or until his or her successor is duly elected and qualified. The oaths of office shall be administered at the Regular Annual conference and each term of office will begin the first day following the Regular Annual conference and said term of office shall expire the last day of the next succeeding Regular Annual conference.

In the event the offices of Secretary or Treasurer shall become vacant at any time between Regular Annual conferences of the Corporation by reason of death, resignation, call to active duty or otherwise, then the President or his successor shall appoint some member of the Corporation to fill such vacancy until the next Regular Annual Conference shall elect a new Secretary or Treasurer who shall in that event be allowed to take office immediately.

ARTICLE IX DISSOLUTION

That upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provisions for the paying of all of the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purpose of the Corporation in such a manner, or to such organization or organizations under Section 501(c) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law), as the Board of Directors shall determine. Any such assets not so disposed shall be then disposed of by the District Court of Shawnee County, Kansas, exclusively for such purposes or to such organization or organizations, as such court shall determine, who are organized and operated exclusively for such purposes.

ARTICLE X COMMITTEES

Standing Committees.

The Standing Committees of the Corporation shall be:

  1. Credentials Committee

  2. Resolutions Committee

  3. Legislative Committee

  4. Nominations Committee

The membership of the several Standing committees shall be as provided for by the By-Laws of the Corporation. For purposes of continuity in the event of mobilization of the active membership into active Federal service, one member of each Standing Committee should be a retired active member.

Section 2. Duties of the Standing Committee.

The duties of the Standing Committee shall be as prescribed in By-Laws of the Corporation.

Section 3. Special Committees.

The President of the Corporation may appoint such special committees as deemed necessary. The membership thereof shall consist of such members as the President of the Corporation may determine.

ARTICLE XI CONFERENCES

There shall be held a Regular annual conference of the Corporation and such Special conferences as may be called by a majority of the board of Directors, or the President of the Corporation. Notice of holding a Regular Annual Conference or Special conference will be mailed to all members at least 30 days prior to the meeting except on a ruling of an emergency by the President when this requirement shall be waived.

ARTICLE XII AMENDMENTS

The Articles of Incorporation may be amended by a majority vote of the active membership represented by the accredited delegates at any Regular Annual conference or Special Conference in which is present a quorum as defined in Article IV, Section 8.

Except for the provisions of Article II, which may be amended by a majority vote of the Board of Directors at any regular or special meeting thereof, proposed amendments to the Articles of Incorporation shall be submitted in writing to the President at least 30 days prior to the date of the conference in which the proposed amendments shall be mailed to all active members of the Corporation at least 14 days prior to the date for said conference. The failure of any active member to receive a copy of the proposed amendment shall not prevent the Corporation from considering and adopting the same.

ARTICLE XIII INCORPORATORS

The names and mailing address of each of the Incorporators hereof is as follows:

Philip Brehm Lloyd E. Krase 704 Englewood 2318 SE GeminiLansing, KS 66043 Topeka, KS 66605

Alonzo D. Dougherty, Jr. James E. Lee 116 9th Avenue 926 South Horton Leavenworth, KS 66048 Fort Scott, KS 66701

Duane H. Ellingson John W. Mitchell, Jr. 207 Bonnie Brae 512 Delaware Wichita, KS 67207 Hiawatha, KS 66434

James E. Fox Thomas H. Payne 5306 W. 31st Terrace 3100 Coolidge Topeka, KS 66614 Wichita, KS 67204

Walter W. Grant Michael P. Sarras 5716 W. 31st Terrace 1619 N. 81st Topeka, KS 66614 Kansas City, KS 66112

George J. Heffel Ralph T. Tice Box 9 4917 SW Cedar Crest Manhattan, KS 66502 Topeka, KS 66606

James H. Herring Robert K. Webb 414 E. 35th St. Terr. Route 1, Box 302 Topeka, KS 66605 Hoyt, KS 66440

ARTICLE XIV TERM OF EXISTENCE

The term for which this Corporation is to exist shall be perpetual.

 

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