Bylaws

NAME AND MISSION

A.  The name of this non-profit corporation is the “Air Force Historical Foundation.”  It is hereinafter referred to in this document as the Foundation. The Foundation’s governing body is a Board of Directors, elected for three-year terms by the membership. It is hereinafter referred to in this document as the BoD.

B.  The Air Force Historical Foundation (AFHF) is dedicated to promoting the preservation and appreciation of the history of the United States Air Force (USAF), its predecessors, and all follow-on military branches that soar through the skies, travel into space, and beyond.

C.  The Foundation seeks to inform, inspire and educate those who are, or have been, affiliated with all the divisions within the Air Force (land, air, and space), those institutions that support the USAF, the public, and those interested in learning from the rich, multi-faceted history of the service to better shape future events in a complex global environment.

D.  The Foundation serves and honors members representing all components of the USAF, including the active force, the Air Force Reserve, the Air National Guards, the civilian force, Auxiliary (Civil Air Patrol), retirees, and families of those members. The Foundation is proud of its role in presenting an authoritative history of the USAF to the public and expanding its role in preserving the history of the newly created United States Space Force (USSF). As USAF history established roots even before the Wright brothers took to flight in 1903, so too, the USSF story begins before Robert Goddard’s first rocket left the launcher in 1926. Knowing this, the Foundation motto rings truer now than ever before–“Know the Past…Shape the Future.”

E.  Founded in 1953, the AFHF is a 501(c) (3) independent, non-profit, tax-exempt, privately supported organization. The Foundation depends on membership dues, private contributions, and institutional subscriptions to operate and to foster America’s rich air power and space history.

MEMBERS

A.  Categories. There shall be three categories of membership:

1. Regular – defined as those individual members who pay dues on an annual basis. This category of membership is open to anyone and entitles the individual members to a vote on matters submitted to the membership by the BoD. From time-to-time, the BoD may create levels within this category of membership that grant additional benefits and privileges for increased donations given during any given year. Regular membership also includes a variety of promotional memberships issued from time to time.
2. Organizational – defined as organizations and companies who pay dues or make donations on an annual basis. The voting privilege or regular membership does not extend to organizations and companies. From time-to-time, the BoD may create levels within this membership category that grant additional benefits and privileges for increased donations given during any given year.
3. Honorary – defined as any person elected by the BoD for special achievement or extraordinary service to the Foundation. No dues will be required of an honorary member, and the conferring does not include the privilege of a vote. This membership should be reserved for only the most deserving and notable service or contributions to the Foundation and is for life.

B. Application. An individual or organization desiring to become a member of the Foundation shall apply to do so, either on forms supplied by the Foundation or through its web site. Application for membership must be accompanied by the dues required for the first year of membership.

C.  Dues. The BoD shall establish, and may change from time to time, the amounts of dues required to be paid by each category of membership.

D.  Annual Meeting. There shall be an annual Foundation membership meeting, to be held at a time and place to be determined by the BoD. The purpose of the meeting will be to finalize the election of directors, review the financial status of the Foundation, receive President and Foundation Chair’s “State of the Foundation” messages, and attend other such business as may properly come before the meeting. The Annual Meeting may be held in conjunction with a BoD meeting but will be conducted as a separate proceeding. The Executive Director shall provide at least thirty-day (30) notice to the membership through normal Foundation communications channels.

E.  Special Meetings. Should the need arise for the BoD to convene a special meeting of the membership, the same procedures will be followed as those established for the Annual Meeting.

F.  Membership Termination. Membership in the Foundation shall terminate upon the written resignation of a member, for failure to pay associate-level dues for 120 days, or because of expulsion from membership by two-thirds quorum vote of the BoD for conduct or an act injurious to the Foundation.

G.  Forfeiture. Upon resignation or expulsion from the Foundation, any and all rights and privileges of membership, and any interest in the property or other assets of the Foundation, shall be forfeited.

BOARD OF DIRECTORS

A.  Number. The number of Directors shall be between ten and twenty, except for the unanticipated vacancies caused by resignation, illness, or death. It is desirable for Board Directors to possess certain skills or expertise that is useful to the Foundation. The BoD is “working” organization and directors must be willing to contribute their time to the growth and programing established by the President and the Foundation Chair.

1. Election. The Executive Committee (ExCom) will ultimately be responsible for nominating candidates for the BoD; however, any AFHF member may suggest nominees to the Executive Director for consideration by the ExCom. The slate of nominees submitted by the Executive Committee will be considered and voted on by all AFHF members voting in person, by mail, or through the Foundation web site at the Annual Meeting of the membership. A simple majority vote will constitute the election of all nominees.

B.  Term Length. A Board Director will be elected to serve for a three-year term, with the possibility of being reelected for a second, consecutive three-year term. A Director who has served two consecutive terms will be eligible to serve on the BoD again after a three-year period.

 C.  Resignation. Any Director may resign at any time by giving written notice to the President and Foundation Chair. Such resignation shall take effect at the time specified, or, if no time is specified, at the time of acceptance by the President.

D.  Removal. The vote of a majority of the BoD shall be required to remove a Director from office prior to the expiration of the term for which that Director has been elected. In the event of clear violation of AFHF ethics rules and policies, a Director may be removed from the Board with the consensus of the Foundation Chair, the President, and the Vice Chair for Ethics. The Foundation Chair and President shall be removed only upon a two-thirds vote of all sitting Directors.

E.  Vacancies. Vacancies on the BoD, whether caused by resignation, death, expulsion, or removal shall be filled by majority decision of the Executive Committee after nomination by the Foundation Chair or the President. An individual so chosen must stand for election at the next Annual Meeting. This Director shall be a member in good standing for at least the two previous years and will be eligible to serve two full elected terms plus the period of the initial appointment. Should the vacancy be that of Foundation Chair, the President will fill that role until such time as the BoD selects a replacement for the vacancy.

F.  Meetings. The Board will meet at least twice a year (four times each year is preferred), one meeting should coincide with the annual membership meeting and be conducted in person. The President and Foundation Chair will approve the frequency, date, and venue of each meeting. Other meetings may be held electronically via Zoom or another platform that allows presentation of information to the Board members.

G.  Notice. The Executive Director shall give all Directors notice of at least fifteen (15) days for the convening of any BoD meeting. Directors will confirm receipt of the schedule within two weeks of transmission by the Executive Director. Alibis shall be offered as known at that time. It is preferred that the full year’s meeting schedule be announced by December of the previous calendar year.

H.  Quorum. The presence of a majority of the BoD shall constitute a quorum for the transaction of business. Directors may attend a meeting via digital, telephonic, or other means of communication such that all persons participating in the meeting can hear and be heard, except for the annual Membership/Board meeting that is to be held in person.

I.  Manner of Acting. The act of a majority of the Directors present at a meeting, for which a quorum is present, shall be the act of the BoD, unless a greater number is required by law or by these Bylaws. From time-to-time, at the direction of the President and Foundation Chair and with agreement of a majority of the BoD, may take a vote or specific action through electronic or written coordination.

J.  Compensation and Reimbursement. Directors shall not receive any compensation, including expense reimbursement for their services unless approved in advance by the Executive Committee. Such compensation should be reserved for extraordinary expenditures that will be made on behalf of the Foundation.

K.  Ex Officio Directors. Ex Officio Directors. There shall be two ex officio directors on the Foundation. The Board President and the Foundation Chair will hold ex officio status while acting in those positions of service for the Foundation. This ensures their voting rights on all Board issues and the right to comment and provide experienced guidance to all committee and staff functions of the Foundation.

L.  Responsibility and Authority. The BoD in coordination with the Foundation Chair, the President, and the Executive Director shall have complete responsibility and authority to direct the affairs of the organization, including strategic planning, fiduciary accountability, financial management, operational direction, and compliance with applicable laws and rules; and to approve positions and compensation for paid staff.

OFFICERS OF THE EXECUTIVE COMMITTEE

A.  Officers. The officers of the Foundation shall consist of: Foundation Chair, President, 1st Vice President, 2nd Vice President, Foundation Vice Chair for Space, Secretary, and Treasurer. All officers must be Foundation members in good standing.

B.  Selection. The Foundation Chair and President, once elected to those offices by the BoD and certified by the Executive Director after ethics documents are completed, will serve in those positions for an agreed upon term of no less than two and no greater than six years. The remaining ExCom officers will be nominated for their positions by the Foundation Chair and President and voted on by the BoD at the annual membership meeting which certifies the incoming Board members. Once the Foundation Chair and President’s term on the Board has ended, he/she will serve as an Emeritus advisor for one year should they so desire.

C.  Foundation Chair. The Foundation Chair will act as the principal leader of the Foundation and provide strategic guidance to the Foundation leadership. It is desirable that they be a retired USAF or USSF general officer.

1.  The Foundation Chair will:

• a.  Lead the BoD, including guidance for the crafting of the AFHF’s vision  and strategy, and encouragement to the Board to successfully execute that strategy. 
• b.  Represent the needs of the Foundation to senior USAF and USSF leadership and supporting organizations, particularly within the defense industry.
• c.  Take such steps necessary to advance the purposes of the Foundation, provided such steps do not exceed the scope and intent of the  authorities granted by the BoD.d.  Represent the Foundation at appropriate public forums and meetings, or designate others to attend on behalf of the organization. Of particular importance is attendance at the Annual “in person” Board meeting, the AFHF Annual Awards Banquet, the annual symposium, and other major AFHF presentations and events.

D.  Board President. Shall be the principal action officer of the Board of Directors and exercise general supervision over the operation of the Board, its officers, and personnel, consistent with policies established by the BoD and the provisions of these Bylaws. Serve as the Foundation Compliance Officer by acting as the internal control point for all compliance activities required by law or these Bylaws. Provide advice and recommendations to the Foundation Chair and the BoD on such issues.

1.  The President will:

• a.  Coordinate Board activities and supervise the Executive Director and staff operations.
• b.  Authorize and approve expenditures within the bounds established by the Bylaws and the BoD.
• c.  Sign contracts and other instruments necessary for the smooth operation of the Foundation.
• d.  Perform duties as may be prescribed by the Foundation Chair and the BoD.
• e.  In the absence of a Foundation Chair, the President will, along with their normal Presidential AFHF duties, assume the Foundation Chair’s duties for the remainder of his/her term or until a new Foundation Chair assumes his/her position.

E.  1^st Vice President. Perform such duties as may be assigned by the Foundation Chair, President, or the BoD. If the President and Foundation Chair are unable to fulfill responsibilities due to illness, resignation, death, or removal, serve as the interim President and Foundation Chair until a new one is elected by the BoD. Serve as the Ethics Officer for the Foundation, act as the internal control point for ethics and improprieties, allegations, complaints, and conflicts of interest, and provide advice and recommendations to the Chair, the President, and the BoD on such issues.

F.  2^nd Vice President. Perform such duties as may be assigned by the Board President. Serve as second in line to the President, should that person and the 1st Vice President be unable to serve in these capacities. Serve as the Foundation Primary Fundraiser. They will manage the projects and programs geared toward finding funds sources and sponsors to facilitate the operations of the foundation. When required, will act as the Compliance Officer, and will assist the President as necessary in this function.

G.  Foundation Vice Chair for Space (VCS). Perform such duties as assigned by the Foundation Chair or the BoD. The VCS is the primary Foundation Advisor for matters concerning the US Space Force and space-related issues. Every effort will be made to assign two Board Members to the VCS to pursue projects and programs related to the Space Force and USAF Space History. If possible, this individual should come from a “USAF Space Command or Space Force” background and should represent space-related issues on the ExCom. The VCS may act as the primary spokesperson for the AFHF regarding space-specific issues when required.

H.  Secretary. Ensure that appropriate Foundation records are properly maintained, to include all minutes of BoD and ExCom proceedings and decisions. Monitor the effectiveness of these Bylaws to ensure that they reflect actual BoD practices and support the mission of the Foundation and BoD. Performs an annual review of the Bylaws and recommends changes to the BoD annually if required.

I.  Treasurer. In coordination with the Executive Director and Office Manager, oversees the management of all funds and securities of the Foundation, including the preparation and execution of the annual budget, administration of the organization’s financial records, assuring an annual audit is performed, monitoring compensation administration, and compliance with statutory requirements. Serve as one of the Foundation and BoD points of contact in monitoring its Investment Portfolio.

J. Publisher. Shall be a Foundation member in good standing but does not necessarily have to be an elected Board Member. Act as the advisor to the Editor of Foundation publications as required. If not a Director, will be invited to attend BoD and ExCom meetings as necessary.

STAFF

A.  Executive Director. Function as the senior administrator for the Foundation, responsible for the day-to-day operation of the BoD and front office operation under the supervision of the President of the BoD. The position is a full-time, paid position, hired by the Foundation Chair and President with approval of the BoD. Annual compensation for this position will be approved by the ExCom. Serves at the pleasure of the Foundation Chair and President. Responsibilities include:

1. The Executive Director will:

a.  Manage the Foundation office and supervise all salaried and temporary staff.

b.  Hire additional, temporary help, and maintain contracts, with the approval of the President and Foundation Chair to ensure the proper functioning of the Foundation office.

c.  Work with the Treasurer in preparing budgets and instituting office procedures for receiving and dispensing monies and handling financial accounts and records.

d.  Coordinate with the Secretary and Office Manager regarding Foundation official files and records.

e.  Support officers, BoD, and committee operations.

f.  Interface with vendors (website provider, contractors, establishments, etc.) to ensure smooth running Foundation operations and events.

g.  In coordination with the Office Manager, maintain and publish a Master Calendar of Foundation dates of importance, including but not limited to meetings, events, marketing campaigns, and publication dates for the Journal of the Air Force Historical Foundation.

h.  Act as the Foundation point of contact for events management, including selection of dates and venues, coordination with supporting elements such as the United States Air Force Band and Color Guard, photographers and publicists, and travel and accommodations for awards winners and other VIPs.

B.  Office Manager. A paid, full-time position hired by the Executive Director with the approval of the Foundation Chair and President. ExCom will approve annual compensation.

1. The Office Manager will:

a.  Assist the Executive Director in the performance of those duties as assigned.

b.  Has the primary responsibility for maintaining a correct roll of the membership, as well as completion of all accounts receivable and accounts payable functions.

c.  Prepares materials necessary for the annual audit, balances the Foundation bank accounts, provides a cash position to the Executive Director as requested, and monitors the various investment accounts.

d.  Serves at the pleasure of the Executive Director.

C.  Journal of the Air Force Historical Foundation Editor. Engaged by annual contract, which is proffered by the Executive Director and approved by ExCom. The contract will specify the number and frequency of issues to be published to include content that supports the Foundation annual theme (if applicable).

D.  Other Relationships. The Foundation will routinely engage other professionals in support of the Foundation, such as an Investment Advisor, Attorney, Internet Provider, CPA, and auditors. These are considered Foundation office operations and are subject to appropriate office and BoD financial and efficiency review.

COMMITTEES

A.  Committees. The Foundation Chair and the President of the BoD shall form committees that are deemed appropriate to further the Foundation’s mission. They will select the chairs and approve membership of these committees as required. The committee chairs will come from the members of the BoD whenever possible. Committee membership may come from any part of the Foundation membership, as determined by each committee chair. The chairs will periodically report on their activities to the officers and BoD as directed. The Executive Director will provide support to the committees in the conduct of their activities.

B.  Executive Committee. A permanently standing committee comprised of the Foundation officers and chaired by the President. Responsible for supporting the strategic vision of the Foundation Chair, and planning and executing the vision of the Foundation Chair.

1. The Executive Committee will:

a.  Approve projects involving major expense.

b.  Select members to fill an unexpired BoD Director’s term.

c.  Nominate BoD members for Officer Positions.

d.  Approve staff compensation contracts.

e.  May convene before each BoD meeting to confirm or expand the agenda.

C.  Standing Committees. Standing committees represent the work being accomplished by the Foundation. At a minimum, the following standing committees will be Chaired and administered using the Committee Chair guidance document.

USAF Airpower History                    USSF and Space History

Finance                                               Fundraising

Membership                                       Podcast/Book Club/War Stories

Website/social media                       Events (Banquet/Symposium)

Awards                                                Journal Peer Review              

D.  Additional committees may be formed from time to time by the Foundation Chair or President to accomplish specific programs or tasks that are not recurring in nature or are typically managed by a single individual. Examples might be:

Newsletter                                          Publisher

Air University Press Imprints          This Day in History Program

Air University Library Archives projects

CONTRACTS, CHECKS, DEPOSITS AND FUNDS

A.  Contracts. A member of the BoD may initiate contract actions on behalf of the Foundation. Contracts will be reviewed by the Treasurer, the President, and the Executive Director prior to committing any funds or signing a contract on behalf of the Foundation.

B.  Checks. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Foundation, shall be signed by such officer or officers, agent, or agents of the Foundation. The Treasurer, Executive Director, and the Office Manager are the authorities for such actions.

C.  Deposits. All funds of the Foundation shall be deposited from time to time to the credit of the Foundation in such banks, trust companies, or other depositories as the BoD may select.

D.  Funds. The BoD may accept on behalf of the Foundation any contribution, gift, bequest, or device for the general purposes or for any special purpose of the Foundation. Such funds will be deposited by the Treasurer, Executive Director, or Office Manager who is responsible for Foundation accounting.

BOOKS AND RECORDS

A.  The Foundation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its Board meetings and committee activities.

FISCAL YEAR

A.  The fiscal year of the Foundation shall begin on the first day of June and end on the last day of May.

SEAL

A.  The BoD may provide a corporate seal, which shall be in a form selected by a BoD resolution.

INDEMNIFICATION

A.  Any present Director, officer, or employee of the Foundation, shall be indemnified by the Foundation against all reasonable costs, expenses, and counsel fees paid or incurred in connection with any action, suit, or proceeding to which any such person or their legal representative may be made a party by reason of their being or having been such a Director, officer, or employee serving or having served the Foundation, except in relation to matters as to which he/she shall be found guilty of negligence or misconduct in respect of the matters in which indemnity is sought and in relation to matters settled or otherwise terminated without a final determination on the merits where such settlement or termination is predicated on the existence of such negligence or misconduct.

PROCEDURE

A.  The rules contained in the most recent edition of Robert’s Rules of Order shall provide the rules of procedure for the Foundation which are not inconsistent with the provisions of the Articles of Incorporation or these Bylaws.

APPROVAL AND AMENDMENTS

A.  Approval. These Bylaws will be in effect and will supersede all previous documents governing the Foundation upon the positive vote of the members, defined as a majority of those voting by proxy or in person at a date and place set by the BoD under the provisions of these Bylaws.

B.  Amendments. Periodic review of these Bylaws is the responsibility of the Foundation Secretary. Amendments to these Bylaws may be submitted by any member to the Secretary, who will make recommendations to ExCom. ExCom will recommend to the BoD the potential amendments to be forwarded to the membership for a vote at the Annual Meeting. A simple majority of those voting by proxy or in person at the Annual Meeting will constitute approval of the proposed Bylaws and any amendment(s).