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CONSTITUTION AND BY-LAWS of the SOCIETY OF THE FIRST INFANTRY DIVISION
"The Commander-in-Chief has noted in this Division a special pride of service and a high state of morale never broken by hardship nor battle." G.O. 201, HQ A.E.F., 1918.
CONSTITUTION
ARTICLE I. NAME
The NAME of the Association shall be SOCIETY OF THE FIRST INFANTRY DIVISION.
ARTICLE II. OBJECT
The OBJECTS of the Society shall be:
(a) To honor and perpetuate the memory of those soldiers who distinguished themselves by their service and sacrifices while serving with the First Infantry Division and to perpetuate the brilliant record and achievements of the First Infantry Division.
(b) To insure to the fullest extent possible the existence of the First Infantry Division, or a successor unit on the rolls of the United States Army.
(c) To assist the units which at any time served, or are serving in the 1st Infantry Division in maintaining their identity and spirit.
(d) To support the Society of the 1st Infantry Division Foundation.
ARTICLE III. MEMBERSHIP
The MEMBERSHIP in the Society shall be as follows:
(a) ACTIVE MEMBERS: All individuals who at any time honorably served, or are serving in units assigned or attached to, or in support of, the Division at any time since its organization (except those excluded by any other section) shall be eligible for active membership in the Society. Upon the death of any active member who at any time served with the First Division or First Infantry Division, his or her heirs shall be entitled to his or her right of membership.
(b) HONORARY MEMBERS: The Board of Directors of the Society shall have the right to elect Honorary Members not otherwise eligible for membership.
(c) ASSOCIATES OR BUSINESS MEMBERS: Any individual, organization or business interested in perpetuating the proud history of the First Infantry Division and its units.
(d) EXCEPTION TO MEMBERSHIP: No individual who has been dishonorably separated from the service shall be eligible to any membership in this Society.
ARTICLE IV. ORGANIZATION
The Society shall consist of the independent regimental or other unit associations; the geographical branches or Chapters of the Society; and members-at-large (i.e., members not affiliated with either of the above entities).
ARTICLE V. VOTING
Section 1. A Reunion shall be held annually at such place and time as the Board of Directors shall determine.
Section 2. An Annual General Membership Meeting shall be held in conjunction with the Annual Reunion.
Section 3. The basis for voting at the Annual Reunion General Membership Meeting shall be as follows:
(a) Each active member in good standing of the Society in attendance at the Annual General Membership Meeting shall be entitled to one vote.
(b) There will be no proxy voting.
Section 4. A quorum of an Annual General Membership Meeting shall exist whenever thirty-five or more of the active members are present.
ARTICLE VI. OFFICERS
Section 1. The officers of the Society shall consist of a President; three numbered Vice Presidents; an Executive Director; a Secretary; a Treasurer; a Judge Advocate; an Historian and a Chaplain. The Secretary and Treasurer positions may be combined.
Section 2. Those present at the Annual Meeting shall elect a President, three Vice Presidents, a Secretary, a Treasurer, a Judge Advocate, and a Chaplain. Such officers shall hold office for three years, or until their successors have been elected. NOTE: Associations / Units shall appoint their representative to the Board of Directors.
Section 3. The Executive Director shall be appointed by the Board of Directors and shall hold office for such terms and under such conditions as may be fixed by the Board of Directors.
Section 4. The Historian will be the Executive Director of the First Division Museum at Cantigny.
Section 5. A vacancy in any elective or appointive office, occurring between Reunions, shall be filled by the Executive Committee, subject to the approval of the Board of Directors.
ARTICLE VII. BOARD OF DIRECTORS
Section 1. The affairs of the Association shall be administered between Annual Reunions by the President, Executive Director, Board of Directors and / or the Executive Committee.
Section 2. The Board of Directors shall be composed of the Officers, all Past Presidents, and up to ten-unit representatives elected by regimental associations, or groups of units. Members of the Board of Directors will be elected for a period of three years.
Section 3. Vacancies occurring in the list of members of the Board of Directors shall be filled by election at the next succeeding Annual Meeting of the Society.
Section 4. The Board of Directors shall have one regular meeting annually at the Society Reunion. If no Reunion is held, the meeting will be a Virtual Meeting. The Board may meet at other times at the call of the President or upon petition addressed to the President, signed by not less than twelve members of the Board of Directors. No actions may occur at special meetings without a quorum of Board Members. Upon receipt of such required petition, the President shall call the Board of Directors to meet not later than thirty days from the receipt of said petition.
Section 5. The President, or in his absence, one of the Vice Presidents in order of priority of their numbered positions, shall preside at all meetings of the Board of Directors.
Section 6. A quorum of an assembled meeting of the Board of Directors shall exist when a majority of the Board of Directors are present.
Section 7. Proposals may be submitted to the members of the Board of Directors by mail, or electronic mail, and voting thereon by written / electronic ballot is hereby authorized. When such method of voting is employed, no action shall become effective unless approved by a majority vote of all the members of the Board of Directors.
Section 7. The CG, 1st Infantry Division and the Command Sergeant Major of the 1st Infantry Division are non-voting advisors to the Board of Directors. The Board may select additional advisors as deemed appropriate.
ARTICLE VIII. EXECUTIVE COMMITTEE
Section 1. The Executive Committee shall be composed of five members of the Board of Directors, elected by the Board of Directors, at the meeting of said Board held during the annual reunion. Each member shall serve for one year, or until a successor is elected.
Section 2. The Executive Committee shall elect its own Chairman who shall preside at all meetings of the Committee. In the absence or inability of the Chairman to act, the remaining members of the Committee shall elect an Acting Chairman with the powers and duties of the Chairman.
Section 3. An organizational meeting of the Committee shall be held immediately after the election of its members. Additional regular meetings may be held as needed during the year.
Section 4. Additional virtual meetings of the Committee may be held at the call of the President of the Society, the Chairman of the Committee, or on the request of three members thereof. Three days’ notice of such special meetings shall be given. At all regular or special meetings of the Committee, three members shall constitute a quorum.
ARTICLE IX. FINANCE
Section 1. The Fiscal Year of the Association shall begin on the 1st day of January of each year. There shall be an annual compilation report by a certified public accountant, chosen by the Executive Committee, whose report shall be published to all Officers and members of the Board of Directors.
Section 2. The revenue of the Association shall be derived from annual membership dues and from such other sources as may be approved by the Executive Committee, or by the Board of Directors.
ARTICLE X. BY-LAWS
Appropriate By-laws to carry out the provisions of this Constitution may be adopted and amended by a simple majority of the membership at any Annual General Membership Meeting.
ARTICLE XI. SEAL AND INSIGNIA
The Society shall adopt a distinctive seal and a distinctive badge or insignia.
ARTICLE XII. AMENDMENTS
The Constitution may be amended by a simple majority of the membership at any Annual Meeting or by mail / electronic submissions, provided the proposed amendment shall be mailed / emailed to all members together with a notice of the proposed presentation, at least one month prior to the date of the meeting, or date written ballots are expected to be returned.
ARTICLE XIII. FEDERAL TAX EXEMPTION
(a) The Society is organized as exempt from federal income tax pursuant to Section 501(c)(4) of the Internal Revenue Code of 1986 as amended, or corresponding provision of any successor federal tax code (the "Code"). The Society is not organized and shall not be operated for profit. The Society shall be operated exclusively for the promotion of social welfare and the net earnings of the Society shall be devoted exclusively to charitable, educational and recreational purposes that benefit Society members, members of the First Infantry Division, or their families. The Society shall not directly or indirectly, participate or intervene in political campaigns on behalf of, or in opposition to, any candidate for public office.
(b) In addition to the above, at any time that the Society is organized under Code Section 501(c)7, this paragraph (b) shall be operative. The Society shall be operated exclusively for the pleasure, recreation and other non-profitable purpose, no part of the net earnings of which shall inure to the benefit of any private shareholder. The Society may not solicit by advertisement or otherwise for the public patronage of its facilities, merchandise, or activities.
(c) Notwithstanding any other provision of these articles, the Society shall not dispose of any of its assets, carry on any activities in a manner that would violate the restrictions imposed upon the Society under the paragraph of Code Section 501(c) pursuant to which the Society is qualified for tax exemption.
BY-LAWS
ARTICLE I. MEMBERSHIP
Section A. An applicant for Membership in the Society, upon payment of their annual dues to Society Headquarters or to a Branch which, in turn, forwards the annual dues to Society Headquarters, becomes a member of the Society and of the Branch to which they pay their dues. Other Members of the Society may purchase memberships for active duty First Infantry Division soldiers.
Membership in the Society is a prerequisite to membership in any Branch. However, membership in a Branch, while highly desirable, is not mandatory for membership in the Society.
Section B. The records of the Society Headquarters shall constitute the official membership roll of the Society and shall be the final and controlling authority in all questions pertaining to the computation of membership.
Section C. Dues shall be set annually by the Board of Directors and published in the Bridgehead Sentinel / other electronic means.
ARTICLE II. DUTIES OF OFFICERS
Section A. The President shall be the Chief Executive Officer of the Society. He shall preside at the Annual General Membership Meeting and carry out the mandates of the Meeting. He shall also preside at the meetings of the Board of Directors. These duties may be delegated.
He shall have authority to contract obligations within the approved budget and shall represent the Society in matters pertaining to its affairs.
He shall appoint all necessary committees, providing them necessary guidance to ensure that their operations are in compliance with the Constitution of the Society and these By-laws, and perform such other duties as are usually incident to the office.
He may delegate his authority to any elected officer of the Society.
Section B. Vice Presidents
(a) The three Vice Presidents of the Society will be numbered 1st, 2nd, and 3rd, Vice Presidents, respectively.
(b) In the event of the death, inability to serve, absence or resignation of the President, the Vice Presidents, in their numbered order, shall assume the duties of and have the powers of the President. Otherwise, they shall perform such duties as the President may direct.
Section C. The Executive Director will:
(a) Conduct the Administrative affairs of the Society.
(b) Make no commitments, financial or otherwise, that are not specifically authorized in the approved annual budget, by the Constitution and these By-laws, the President, the Executive Committee, or the Board of Directors.
(c) Prepare the annual budget in consultation with the President and the Treasurer.
(d) Be the custodian of all physical and other property not in the custody of the Treasurer.
(e) Keep a record of all decisions of the Executive Committee, the Board of Directors and the Annual Meeting that are either continuing policy or unfinished business and present same at each business meeting of any of the above.
(f) Prepare agendas for Executive Committee, Board of Directors and Annual Meetings based on agenda topics and guidance received from the Chairman of the Executive Committee (for Executive Committee Meetings), and the President (for Board of Directors and Annual General Membership Meetings). Forward a notice of the meeting together with Society report and current financial report to those who should be notified of the meeting.
(g) Attend all meetings of the Executive Committee, unless excused by its chairman, as well as meetings of the Board of Directors, and the Annual General Membership Meeting.
(h) Be bonded in the amount set by the Board of Directors.
(i) Send a copy of the minutes of all business meetings to all Officers and the Secretary of all Branches and Regimental Associations within one month of said meeting.
(j) Be responsible for the publication of the Bridgehead Sentinel (BHS) .
(k) If determined by the Board of Directors, perform the functions normally performed by the Secretary and/or Treasurer of an organization or corporation.
Section E. The Secretary will:
(a) Have the responsibilities and perform those duties normally assigned to a corporate Secretary.
(b) Be responsible for the official correspondence of the Society.
(c) Ensure that minutes of all official meetings are recorded.
(d) Attend the Annual meeting and meetings of the Board of Directors, and, if requested, the meetings of the Executive Committee.
Section F. The Treasurer will:
(a) Be the official custodian of the Society's funds.
(b) Assist in the preparation of the annual budget and present the status it to the Board of Directors at its Annual Reunion meeting.
(c) Prepare and audit the accounts of the Society quarterly and render reports to the Society President, and the Annual General Membership Meeting.
(d) Attend the Annual General Membership Meeting and meetings of the Board of Directors, and, if requested, the meetings of the Executive Committee.
(e) Arrange for and have available all records and accounts for the annual Compilation Report by a certified public accountant, as provided by Section I, Article IX, FINANCE of the Constitution.
(f) Maintain an inventory of all Society materiel assets, to include furniture, office equipment, merchandise.
(g) Recommend any changes in annual dues to the Society President.
(h) Prepare a Treasurer's Report for the preceding Society year; prepare a Treasurer's Report for the Annual General Membership Meeting.
(i) Be bonded in the amount set by the Board of Directors.
Section G. The Judge Advocate will: (a) Be a current or former member of a State or Federal Bar, and will be held harmless in the performance of the duties performed as the legal advisor to the Society, including to local Chapters.
(b) Act as the legal advisor of the Society, including the Chapters and Branches.
(c) Attend the Annual Meeting and meetings of the Board of Directors, and, if requested, the meetings of the Executive Committee.
Section H. The Chaplain will:
(a) Be a member of the clergy.
(b) Act as the religious advisor of the Society.
(c) Attend the Annual Meeting and meetings of the Board of Directors, and, if requested, the meetings of the Executive Committee.
Section I. The Historian will:
(a) Be the historical arm of the Society.
(b) Act as the historical advisor of the Society and all of its entities.
(c) Attend the Annual Meeting and meetings of the Board of Directors, and, if requested, the meetings of the Executive Committee.
ARTICLE III - DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors of the Society will:
(a) Be the governing and policy-making body of the Society.
(b) Approve the annual budget and will have the power to contract obligations on behalf of the Society.
(c) Supervise the work of all Officers, the Executive Director and the Executive Committee.
(d) Have the power to appoint or remove the Executive Director.
(e) In so far as practicable, be constituted on a basis representative of the ranks, geographical distribution, Branch, unit and period of service of the membership of the Society. This provision will be affected by the President in guidance to the Nominating Committee.
(f) Determine whether or not to combine the positions of Secretary and Treasurer.
(g) Based on information provided by the Treasurer and Executive Director, set the cost of dues annually.
ARTICLE IV. DUTIES OF THE EXECUTIVE COMMITTEE
The Executive Committee shall have all the powers of the Board of Directors between meetings of said Board. However, the Committee may not appoint an agent, servant or employee of the Society to serve longer than until the next regular, or special meeting of the Board of Directors.
In case of resignation, inability to serve or death of any member of the Executive Committee, the vacancy shall be filled by a vote of the Board of Directors at a regular or special in person or virtual meeting.
ARTICLE V. BRANCHES / CHAPTERS
Section A. A Branch, or Chapters may be established by the application of not less than five members of the Society who express a collective interest in furthering the objectives of the Society on a geographical basis.
Section B. Branch Officers. Each Branch or Chapter shall report within ten days, the results of each election, or change, of President or Secretary to the Society Headquarters, with addresses of each officer.
Section C. Branch or Chapter Dues. Branches may levy and collect from their members’ dues apart from and in addition to the official Annual Society Dues, as may be determined by their own organizations for their own purposes.
ARTICLE VI. REGIMENTAL OR OTHER UNIT ASSOCIATIONS
Section A. Regimental Associations and other similar unit associations are organizations composed of individuals who served in units which are, or were subordinate to the First Infantry Division. Organizationally, these associations are completely independent of the Society. However, since their membership is at least partly composed of individuals who are eligible to join the Society, they form an important element of the First Division Society. The Society will consult with these organizations, as and where appropriate, and cooperate with them on matters of mutual interest and in the furtherance of common goals.
Section B. Each Regimental or Other Unit Association shall designate a principal Point-of-Contact who shall be that organization's primary liaison with the Society, and member of the Society Board of Directors.
ARTICLE VII. RULES OF PROCEDURE
The proceedings and deliberations of the Association including the Annual General Membership Meeting, meetings of the Board of Directors, and Executive Committee meetings shall be held according to the Rules of Parliamentary Practice established by Roberts Revised Rules of Order.
ARTICLE VIII. ORDER OF BUSINESS
The order of Business at Annual General Membership Meetings of the Society shall be as follows:
1. Invocation
2. Roll Call of Branches and Regimental or Other Unit Organizations
3. President Report
4. Reading of the Minutes of Previous Annual Meeting
5. Reports of Officers
6. Announcement of Reunion Committees
7. Reports of Committees
8. Unfinished Business
9. New Business
10. Election of Officers
11. Installation of Officers
12. Guest Speakers
13. Adjournment
ARTICLE IX. ANNUAL MEETING COMMITTEES
There shall be special committees; e.g. Resolutions, as deemed appropriate.
These committees shall be appointed by the President.
ARTICLE X. DISPOSITION OF SOCIETY ASSETS In the unlikely event of the dissolution of the Society of the First Infantry Division, the following actions shall occur:
1) Fiscal assets shall be distributed to other military related 501©(3) Charities which have goals and objectives similar to the Society of the First Infantry Division. The Executive Committee shall identify these Charities. 2) Materiel assets, to include all records shall be offered to the McCormick Foundation First Infantry Division Museum. The Executive Committee will be the final arbitrator on materiel to transfer. Assets not accepted by the First Infantry Division Museum will be disposed of based on Executive Committee guidance.
ARTICLE XI. AMENDMENTS
These By-laws may be amended by a simple majority of the members at any Annual General Membership Meeting or by mail / electronics means, provided the proposed amendment shall be sent to all members together with a notice of the proposed presentation, at least one month prior to the date of the Annual Meeting, or date written ballots are expected to be returned.
The above are the Society of the First Infantry Division Constitution and By-Laws
Ron Watts President Society of the First Infantry Division
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