NATIONAL GUARD ASSOCIATION OF MARYLAND, INC.

CONSTITUTION
APRIL 2007

NATIONAL GUARD ASSOCIATION OF MARYLAND, INC.
ARTICLE I NAME
ARTICLE II PURPOSES AND POWERS
Section 1:  Purposes:
Section 2:  Powers:
ARTICLE III MEMBERSHIP
Section 1:  Composition
(a)        ACTIVE MEMBERS –
(b)        ASSOCIATION MEMBERS –
(c)        AFFILIATE MEMBERS –
(d)        HONORARY MEMBERS –
(e)        CORPORATE MEMBERS -
Section 2:  Quorum:
Section 3:  Equal Opportunity Membership:
Section 4:  501(C) Non-Profit Organization:
ARTICLE IV OFFICERS
Section 1:  Officers:
Section 2:  Duties:
ARTICLE V EXECUTIVE COUNCIL
Section 1:  Establishment:
Section 2:  Duties:
ARTICLE VI EMERGENCY EXECUTIVE COUNCIL
ARTICLE VII ELECTIONS
Section 1:  Officers:
Section 2:  Eligibility of Members to Hold Office:
Section 3: Representative Members of the Executive Council:
Section 4:  Floor Nominations:
Section 5:  Terms of Office:
Section 6:  Removal from Office:
ARTICLE VIII COMMITTEES
Section 1:  Standing Committees:
Section 2:  Special Committees:
Section 3:  Membership and Duties of Standing Committees:
ARTICLE IX CONFERENCES
Section 1:  Annual and Special Conferences:
Section 2:  Notification:
ARTICLE X AMENDMENTS

ARTICLE I NAME

The name of this Association shall be the National Guard Association of Maryland, which shall be an incorporated not-for-profit association.

ARTICLE II PURPOSES AND POWERS

Section 1:  Purposes:

The purposes of the Association shall be:

1. To promote and support State and National security under the Provisions of the Constitution of the State of Maryland and the Constitution of the United States of America;
2. To foster and improve the Army and Air National Guard of the State of Maryland and their relations with the general public;
3. To further educational opportunities and to support educational, literary and scientific activities of its community;
4. To promote close association, friendship, professionalism, understanding, and cooperation between all members of the Association;
5. To preserve and perpetuate the history and traditions of the National Guard of the State of Maryland;
6. To organize and support State and Federal legislation for the benefit of all members of the Maryland National Guard; and
7. To provide low cost term insurance programs for all members of the Maryland National Guard and their families.

Section 2:  Powers:

In order to promote the best interests of the Association and the purposes for which is was formed, the Association shall have power:

1. To assess and levy, to receive and collect membership dues and accept contributions;
2. To acquire, hold, take by gift, devise or purchase property, either real or personal, and to invest its funds therein.  It may sell and dispose of such property and create obligations when in the best interests of the Association;
3. All income and assets, from whatever source derived, shall be used exclusively to promote the purposes for which the Association was organized;
4. The methods of management and/or disposal of said property shall be as prescribed in the By-Laws of the National Guard Association of Maryland.  IN the event of dissolution, the Executive Council shall determine the disposal of all Association funds.  Such funds will be distributed to non-profit organizations only.

ARTICLE III MEMBERSHIP

Section 1:  Composition

The membership of the Association shall be composed of:

ACTIVE MEMBERS –

All active commissioned and warrant officers of the Army National Guard and the Air National Guard of the State of Maryland shall be eligible for active membership.  All active commissioned and warrant officers of the Army National Guard and Air National Guard of Maryland shall be active members of the Association upon payment of dues, as set forth in the by-laws of the Association.  Any active members whose dues remain unpaid at the opening of the Annual Conference shall be deemed in arrears and shall be suspended from membership until the arrears are paid.  Any member whose qualifications for membership change from those of an Active member to those of an Associate member during a fiscal year shall automatically become an Associate member for the balance of that fiscal year.  Active members may vote, hold office and are entitled to all privileges afforded by the Association.

ASSOCIATION MEMBERS –

All retired and former officers of the Army or Air National Guard of the State of Maryland, whose separation was under honorable conditions, shall be eligible to vote, to hold office, select organization for membership and are entitled to the benefits afforded Active members.

AFFILIATE MEMBERS –

All active and inactive enlisted members of the Army or Air National Guard of the State of Maryland and former enlisted members, whose separation was under honorable conditions, shall be eligible for affiliate membership which will enable them to participate in specified programs offered by the Association.  Affiliate members shall not be entitled to vote or to hold office, nor shall they be required to pay dues.

HONORARY MEMBERS –

The Executive Council of the Association may, by unanimous vote, confer honorary membership in the Association upon a person, who is not otherwise eligible for membership, and who has rendered outstanding service to the United States, the Army or Air National Guard of the United States, the State of Maryland, the Army or Air National Guard of Maryland or the National Guard Association of Maryland.  Honorary members shall not be entitled to vote or to hold office, nor shall they be required to pay dues.

CORPORATE MEMBERS - 

The Executive Council may, by majority vote, grant membership in the organization to Corporate and other business entities, whose number shall not exceed 2.5% of total individual members.  Corporate members shall not be entitled to vote or hold office, and will be subject to provisions as outlined in the by-laws of the Association.

Section 2:  Quorum:

1. Five percent (5%) of the voting membership in good standing shall constitute a quorum at any official annual or special conference/meeting. 
2. Fifty-one percent (51%) of the voting members of the Executive Council not called into the active service of the United States or on TDY orders shall constitute a quorum for conducting Council business.
3. Proxy voting is only permitted when authorized military duties prevent members from attending meetings.  All proxy votes will be in writing and specify the motion being voted upon.  A statement must accompany the proxy vote explaining the reason why the vote could not be cast in person.  All proxy votes will be submitted thirty (30) days prior to the date of the Annual Business Meeting.
4. No business shall be conducted at any conference/meeting unless a quorum is present.

Section 3:  Equal Opportunity Membership:

Membership in the Association shall not be denied due to race, color, religion, sex, age or national origin.

Section 4:  501(C) Non-Profit Organization:

The Executive Council, at its sole discretion, may authorize the establishment of a 501(C) non-profit organization whose sole purpose would be to fund educational opportunities for members of the Maryland National Guard and members of their immediate families, and will be subject to provisions as outlined in the by-laws of the Association.

ARTICLE IV OFFICERS

Section 1:  Officers:

The officers of the Association shall be elected or appointed as Prescribed by Article VII from the Active and Associate members of the Association and shall be:

1. President
2. Executive Vice President
3. Vice President, Army
4. Vice President, Air
5. Secretary
6. Treasurer
7. Executive Director

Section 2:  Duties:

The duties of the officers of the Association shall be as prescribed in the by-laws of the Association.

ARTICLE V EXECUTIVE COUNCIL

Section 1:  Establishment:

There shall be an Executive Council of the Association consisting of the officers of the Association, the immediate past President, and the representatives for each major command as established in accordance with the by-laws of the Association, and one Company Grade representative for both the Army and Air National Guard.

Section 2:  Duties:

The ordinary powers and duties of the Executive Council shall be as prescribed in the by-laws of the Association.

ARTICLE VI EMERGENCY EXECUTIVE COUNCIL

In the event of war or other emergency as a result of which the Army National Guard and/or the Air National Guard of the State of Maryland is ordered or called into active military service of the United States, the Executive Council of the Association is authorized and empowered to carry on and conduct the business of the Association.  Fifty-one percent of the Executive Council membership not ordered to active service shall constitute a quorum.

ARTICLE VII ELECTIONS

Section 1:  Officers:

1. The offices of President, Executive Vice President, Vice President – Army, Vice President – Air, Secretary and Treasurer shall be elected by a majority vote of the membership quorum at the annual conference.
2. If a significant number of members entitled to vote are precluded from attending the annual conference because of required attendance at a unit training assembly, annual training or other compulsory military duty, the Executive Council may authorize the issuance of absentee ballots to enable those members to vote.
3. The office of Executive Director will be appointed by the President and approved by the Executive Council, with assumption of office concurrent with that of the elected officers.

Section 2:  Eligibility of Members to Hold Office:

Any Active or Associate member in good standing may hold any office or be a member of the Executive Council. 

Section 3: Representative Members of the Executive Council:

1. Representatives to the Executive Council, as determined in Article VI, Section 2 of the by-laws of the Association, shall be elected by each organization as defined in Article VI, Section 1 of the by-laws of the Association, to serve for one year or until successors are duly elected and qualified.
2. Elections for each organization will be held the day of the annual conference.
3. Executive Council representatives for each organization shall be elected by a majority vote of the members of that organization who are present during the vote.
4. Should a representative be unable to complete a term, the organization that elected the officer for the Executive Council will identify a replacement to serve for the remainder of the unexpired term.  The organization will notify the President of the Association in writing of the name of the newly identified representative to the Executive Council.

Section 4:  Floor Nominations:

Nominations may be made from the floor.

Section 5:  Terms of Office:

All terms of office for officers and Executive Council members shall become effective at the time of the election at the Annual Business Meeting.  They shall hold office until their successors are duly elected and qualified.  The terms of office for President, Executive Vice President, Vice President – Army, Vice President – Air, Secretary, and Treasurer shall be for two years. {The election year for the office of the President shall be opposite the election year of the other for officers listed above.}

Section 6:  Removal from Office:

Any officer of the Association or other member of the Executive Council may be suspended or removed from office for inefficiency, for conduct grossly detrimental to the interests of the Association or for other grave cause by a two-thirds vote of the members of the Executive Council.

ARTICLE VIII COMMITTEES

Section 1:  Standing Committees:

The standing committees of the Association shall be:

1. Membership
2. Resolutions
3. Legislation
4. Publicity and Public Relations
5. Nominating
6. Arrangements
7. Continuity
8. Awards and Scholarships
9. Auditing
10. Business Development

Section 2:  Special Committees:

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

Section 3:  Membership and Duties of Standing Committees:

The membership and duties of all standing committees shall be as prescribed in the by-laws of the Association.

ARTICLE IX CONFERENCES

Section 1:  Annual and Special Conferences:

There shall be an Annual Conference of the Association no later than 30 June and such Special Conferences as may be called by a majority of the entire Executive Council.  Items brought up at a Special Conference may not be brought up at another Special Conference called to discuss them for 12 months unless they are continued for further discussion by a majority of those present at the first meeting.

Section 2:  Notification:

The time and location of the succeeding Annual Conference will be announced at the closing of each Annual Conference.  The date and location may be changed at the determination of the Executive Council as the need arises.

ARTICLE X AMENDMENTS

The constitution may be amended by a two-thirds vote of members present at any Annual Conference or Special Conference provided that there is a quorum present.  Proposed amendments to the constitution shall be submitted to the President of the Association in writing at least 30 days prior to the date of the conference at which the amendments are to be considered in order that said proposed amendments may be disseminated to the membership at least 15 days prior to said conference.