ARTICLE I. Vision and Mission
Vision: The Association of Graduates (AOG) aspires to be the primary organization of United States Air Force Academy (USAFA) graduates and friends dedicated to supporting the Academy mission of building leaders of character for the Air Force and the nation, and aspires to provide service and support for graduates and cadets.
Mission: To pursue our vision and to serve and support the United States of America, the United States Air Force, the United States Air Force Academy, and the graduate community by:
a. Working in partnership with the Academy to produce and foster graduates with an enduring commitment to integrity, excellence, and service to country.
b. Providing leadership, communication, and support to all the Academy's graduates, and promoting camaraderie among them.
c. Promoting the Academy's heritage, our common traditions, and the accomplishments of our graduates.
ARTICLE II. Definitions
Section 1. Association of Graduates of the United Sates Air Force Academy (AOG): A nonprofit (Internal Revenue Code 501c (3)), tax-exempt private Association of Graduates, incorporated in the State of Colorado.
Section 2. Graduate: A person who has met the regulatory requirements for graduation from USAFA and has been granted a degree of Bachelor of Science by the Academy Superintendent.
Section 3. Member: Any graduate, and certain others, who have satisfied the requirements for membership in the AOG as determined by these Bylaws and the Board of Directors (the Board).
Section 4. Appointed Directors: AOG members nominated by the Nominating Committee to meet skills and requirements identified by the Board whose appointment is ratified by the Board.
Section 5. Elected Directors: AOG members who have been elected by the membership as set forth in Article IV.
Section 6. Benefits of Membership: All offered/advertised services of the AOG.
Section 7. Privileges of Membership: Voting in AOG elections and service on the Board.
Section 8. Quorum of the Membership: A quorum of the membership for voting on amendments to the Articles of Incorporation and Bylaws shall be twenty-five (25) percent of the membership eligible to vote.
ARTICLE III. Membership
Section 1. All graduates of the Academy are eligible for membership. An eligible graduate may become a member by satisfying the membership requirements prescribed by the Board. Graduate members will be eligible for all benefits and privileges.
Section 2. Honorary membership may be awarded to persons who have rendered outstanding and conspicuous service to the Air Force and/or the Academy. Honorary members must be recommended by a member of the Board and receive unanimous acceptance by all members present at a quorum of the Board. Honorary membership is restricted to twenty-five (25) living persons. Honorary members will not pay dues but will be eligible for all the benefits accruing to membership.
Section 3. Associate Membership has been awarded to persons who have been identified by the President/CEO as friends of the Academy. Associate members pay dues and are eligible for all the benefits and privileges of membership.
Section 4. A new class of associated members (name not yet decided) will be created by the Board. These members will pay dues and be eligible for all benefits. They may also be appointed to the Board.
Section 5. Life Membership at Graduation (LMAG) is a special program affording cadets certain benefits pending their eligibility for life membership. LMAG status will be awarded to those cadets participating in the LMAG program.
Section 6. Members have a duty to maintain ties with and influence the Academy through active support of graduate activities and services, participation in the governance of the AOG and involvement in its committees and by financial support, including paying dues and making contributions.
ARTICLE IV. Board of Directors
Section 1. Directors of the Board shall be members of the AOG. The Board will consist of not more than fifteen (15) Directors who are selected in accordance with the procedures set forth in Sections 2-5 below.
Section 2. Elected Directors. There shall be no more than eleven (11) Elected Directors who are nominated by the Nominating Committee, or placed on the ballot by petition, as the case may be, and elected by the voting membership. Elected Directors serve a four-year term and may stand for election to a second consecutive four-year term if re-nominated by the Nominating Committee, or placed on the ballot by petition, as the case may be, and re-elected by the membership. The Nominating Committee shall propose a slate of candidates for the elected positions of not less than two (2) times the number of vacancies to be filled.
Section 3. Appointed Directors. There shall be no more than four (4) Appointed Directors who are nominated by the Nominating Committee and ratified by the Board. Members of the Board eligible for reappointment may not ratify their own nominations. The terms of Appointed Directors shall be staggered with two (2) appointed following each biennial election of the Board. The selection of the Appointed Directors normally occurs at the second meeting after each biennial election of the Board. The appointments to fill vacancies can be done at any time. Terms of office expire just prior to the second meeting of the Board four (4) years after the year of the biennial election preceding appointment. Appointed Directors may serve a second consecutive four-year term consistent with nomination and ratification procedures outlined herein. In nominating Appointed Directors, diversity, skill levels, and experience (i.e., financial, audits, investments, legal) shall be considered.
Section 4. Attendance; Removal. All Directors are expected to attend regularly scheduled meetings of the Board and to meet other specified obligations of Directors. Unjustified absence from two (2) consecutive meetings of the Board or failure to meet specified obligations will result in removal from the Board in accordance with Article XIV, Section 2. Said removal will be deemed a resignation effective at the time of the vote of the Board. If a vacancy occurs, the Board will select a replacement to serve until the next election.
Section 5. If a Director, whether elected, appointed, or in combination has served two (2) consecutive terms, a minimum break in service of four (4) years is required. For the purpose of re-election, service as a Director selected to fill an unexpired term does not count toward established term limitations.
Section 6. Duties of Directors. All Directors owe a duty of care and loyalty to the membership, to operate in an open fashion, and to guide the AOG toward achieving its mission.
Section 7. A smooth and orderly transition to the structure of the Board adopted by these Bylaws, a transition consistent with the report of the Blue Ribbon Council, dated 19 January 2006, will be completed by 2007.
ARTICLE V. Class Advisory Senate
Section 1. The Senate will consist of not more than one (1) graduate member selected by each graduated class.
Section 2. The Senate shall meet at least annually, pursuant to procedures established by the Board. They shall act as an outreach arm of AOG leadership, seeking members' views and attempting to resolve differences among those views. The Senate will be consulted by the Board, and will inform the Board on relevant issues.
Section 3. Senate members may serve two (2) consecutive two-year terms, and are eligible for selection to another term after a two-year break. Senate members representing classes graduating in even number years shall be selected in even numbered years. Classes graduating in odd number years shall be selected in odd numbered years. The first Senate shall be selected from all classes, with those from the current numbered classes serving a one-year term.
Section 4. A Director will be appointed to be the liaison between the Board and the Senate.
ARTICLE VI. Officers
Section 1. The officers of the AOG Board are the Chair, Vice Chair, Secretary, and Treasurer.
Section 2. The Board Chair shall be a graduate Director. The Chair shall:
a. Call special meetings of the AOG membership.
b. Convene and lead such meetings of the Board as may be deemed necessary.
c. Nominate a Vice Chair who shall be a Director, and nominate a Secretary and a Treasurer for approval by the Board.
d. Act as an official representative of the AOG.
Section 3. The Board Vice Chair shall be a graduate Director. The Vice Chair shall:
a. Assume the duties, responsibilities and authority of the Chair in the event of the temporary absence of the Chair.
b. Coordinate the activities of all committees.
c. Perform duties as directed by the Chair.
d. Chair the Governance Committee
Section 4. The Secretary shall be an AOG member selected by the Chair and approved by the Board. The Secretary shall serve as parliamentarian and will perform other duties as directed by the Chair.
Section 5. The Treasurer shall be an AOG member selected by the Chair and approved by the Board. The Treasurer shall perform duties as directed by the Chair or President/CEO as appropriate.
Section 6. The corporate officers of the AOG are the President/CEO, who reports to the Board, and the Chief Financial Officer.
Section 7. The President/CEO is a salaried, full-time employee of the AOG hired by the Board who serves as Chief Executive Officer and Colorado Registered Agent. The President/CEO shall be a non-active duty graduate member. The President/CEO manages the day-to-day affairs of the AOG, supervises the staff, and advises the Board, as required.
ARTICLE VII. Indemnification
Any person who serves on behalf of the AOG as a Director, officer, employee, chair or member of any committee shall be deemed an agent of the AOG for purposes of indemnification and shall be indemnified by the AOG against reasonable expenses incurred by such person in accordance with and to the fullest extent permitted by the laws of the State of Colorado.
ARTICLE VIII. Voting
Section 1. Each eligible member shall be entitled to one (1) vote for each vacancy of the Board, and for each issue that may be submitted to the membership for vote. Each member shall receive a proxy or ballot for any election or proposition submitted to the membership. Normally, the Board will designate the person who will act as a proxy and will count the ballots or vote the proxies as received by the AOG. Tellers or other personnel handling such ballots or proxies shall not divulge the contents except as required by the business of the AOG.
Section 2. The Board may submit to the membership such issues as it deems appropriate for a vote. Votes on amendments to governance documents will be in accordance with Article XVII.
Section 3. For the Board to act on an issue, a quorum of more than half of the Directors must be present.
Section 4. Each Director is entitled to one (1) vote on every issue except as noted above in Article IV, Section 3.
Section 5. No member of the Board shall give another the right to vote for him/her by proxy on any issues before the Board.
Section 6. A simple majority of the Directors present at a quorum of the Board will pass any issue considered by the Board except votes to amend, change, or repeal these Bylaws (Article XVII); or votes to remove any Corporate Officers, Directors, or AOG members (Article XIV); or votes for Honorary Membership (Article III, Section 2), or change the election schedule in extraordinary circumstances (Article IX, Section 2). The Board shall have the authority to make non-substantive wording and numbering changes to the Bylaws for the purpose of ensuring their consistency, grammatical correctness, and coherence.
Section 7. An issue which requires a vote of the Board may require that every member of the Board be polled. Such poll may be conducted via telephone/video conference, mail, facsimile, electronic mail or other written means. If a vote is taken during a meeting of the Board on any such issue, said vote will be open, except votes regarding Honorary Memberships, which will be by secret ballot. The results of Honorary Membership votes shall remain secret, except for the Secretary.
Section 8. A vote taken by telephone/video conference, mail, facsimile, electronic mail or other written means will be considered to be a vote by the entire Board whether the vote requires a simple majority, a two-thirds majority, or unanimous vote, as appropriate, of the entire Board. The response time will be thirty (30) days for a mail vote and an appropriate response time for other means, but in no case shall it be less than seventy-two (72) hours. Any issue not receiving the minimum number of affirmative votes within the specified time period shall be deemed defeated.
ARTICLE IX. Nominations and Elections
Section 1. Approximately half of the four-year term Director positions will be open for election during odd numbered years. The AOG will publicize nomination procedures. On or before 1 June of the year preceding an election, the Board shall advise the Nominating Committee of the need for a slate of candidates and provide instructions as deemed appropriate by the Board. By 30 November of the year preceding said election, the Chair of the Nominating Committee shall submit to the Board a slate of candidates who have been recruited by the Nominating Committee, or who have volunteered to be considered by the Nominating Committee. Every issue of Checkpoints shall carry an item indicating to whom a member of the AOG may make known his or her desire to run for election as a Director of the AOG, and a calendar for nominations and elections. The Nominating Committee shall include, without further review, in the slate of candidates for the next election, all members that have indicated an interest in serving on the Board between the date of the last election and the open nomination closing date and who have also provided a document showing support of twenty-five (25) AOG members by their signature. Such candidates must also agree to fulfill the requirements of Directors. As a minimum, all candidates, those reviewed and nominated by the Nominating Committee and the petition candidates must agree to fulfill the requirements of AOG Director as listed below:
a. Be dedicated to the Vision, Mission, ideals and principles, for which the AOG stands.
b. Be capable of attending all meetings of the AOG Board, and any committees to which he/she is assigned, and commit the time required to discharge Board and committee duties. The term "capable of attending" means being able and willing to afford the travel to and from Colorado Springs at least four (4) times each year; and able to afford the time away from his/her profession to attend these meetings and for related work.
c. Be responsible for discharging his/her duties.
(1) In good faith.
(2) With the care that an ordinarily prudent person in a like position would exercise under similar circumstances.
(3) In a manner the Director reasonably believes to be in the best interests of the AOG.
From the pool of recruited, volunteer, and petitioned candidates, the Nominating Committee should endorse at least twice as many candidates as there are vacancies. The Nominating Committee will be guided by directions from the Board. An official ballot will be provided to the membership in March of an election year.
Section 2. The election of Directors shall be held by ballot on which the names of the nominees shall be arranged alphabetically. To be counted, ballots must be received at the office of the AOG prior to noon on 30 April or on the first business day thereafter should 30 April occur on a weekend or holiday. Ballots must be completed according to instructions accompanying the ballot. If used, electronic voting will be appropriately validated. Voting shall be carried out in the manner provided in Article VIII. No quorum is required for a valid election of Directors. Terms of office for elected Directors begin on 1 July of the election year and will normally expire on 30 June of the year of term expiration. In extraordinary circumstances, the Board by two-thirds majority may adjust the election schedule to accommodate the extraordinary circumstances. In such cases, expiring terms of Directors may be adjusted as necessary for continuity of the Board.
Section 3. At the last meeting of the Board before the end of the fiscal year in odd numbered years, the Nominating Committee will recommend and the Board will deliberate and vote on a duly sitting member of the Board, whose term continues into the new member term, as an Interim Chair to serve from 1 July in odd numbered years until a new Chair is elected at the first meeting of the Board after the election.
Section 4. Nominations for Chair will be presented by the Nominating Committee to the newly constituted Board not later than fourteen (14) days prior to the first meeting of the Board or 31 July, whichever is earlier, in odd numbered years. Election of the Chair to a two-year term, which will end on 30 June in odd numbered years, will be conducted at the first meeting of the Board after 1 July of odd numbered years. In cases where more than two (2) Directors are nominated, an initial vote will be taken to establish the top two (2) nominees. Then, a final vote will determine the new Chair by majority vote of a quorum of the Board.
Section 5. The Interim Chair will preside over the first meeting until election of the new Chair, which shall be the first order of business. The next order of business shall be the nomination by the Chair of the Vice Chair, Secretary and Treasurer which shall be approved by majority vote of a quorum of the Board.
Section 6. The maximum continuous period of service for a Chair is four (4) years without at least a two-year break between terms. The Vice Chair, Secretary and Treasurer will serve terms to coincide with the term of the Chair, however, each will remain in office until his or her replacement has been approved by the Board providing he or she otherwise meets the requirements of the office.
Section 7. The President/CEO is recommended by a selection committee, approved by a majority vote of a quorum of the Board and signed to a contract as determined by the Board. Contract renewal does not require a selection committee process but must be approved by a majority of a quorum of the Board.
ARTICLE X. Dues and Contributions
Section 1. To help accomplish the mission of the AOG, a core purpose of the AOG is to work in support of the Air Force, the Academy and the graduates to raise private funds to support and develop Academy, cadet and graduate programs that would otherwise not be funded.
Section 2. Membership may be established by meeting the prerequisites set forth by these Bylaws and the Board.
Section 3. The President/CEO is authorized to accept dues, fees, contributions, donations and bequests to the AOG pursuant to appropriate policies established by the Board.
ARTICLE XI. Management
Section 1. In the event of vacancy of the office of the Chair, the powers and duties of that office shall temporarily revert to the Vice Chair as outlined in Article XIV, Section 4.
Section 2. The business, property, and funds of the AOG shall be managed and controlled by the President/CEO pursuant to guidance from the Board. The President/CEO shall carry out the objectives of the AOG as stated in these Bylaws and be responsive to the wishes of the membership. Consistent with guidance from the Board, the President/CEO shall have full power and authority to decide, determine and authorize all acts of the AOG not prohibited by Colorado or federal laws or these Bylaws.
Section 3. The President/CEO shall be responsible to the Board and shall:
a. Manage the affairs of the AOG.
b. Conduct the correspondence and maintain all necessary records of the AOG.
c. Normally attend all meetings of the Board and general membership meetings.
d. Limit AOG expenditures to the budget approved by the Board.
e. Supervise all AOG employees.
f. Execute the orders and duties prescribed by the Board or the Chair.
g. Submit an annual report of the financial affairs of the AOG to the Board not later than ninety (90) days after the end of the AOG fiscal year, to include a summary audit of the accounts of the AOG.
h. Collect all fees, dues, and other funds and deposit or invest these funds as directed by the Board in accordance with AOG current financial management procedures. The President/CEO shall have custody of all funds of the AOG and shall make disbursement only as authorized by the Board.
i. Keep the accounts of the AOG and report thereon at meetings of the Board. The accounts shall be audited each year by an independent firm supervised by the Audit Committee.
j. Establish, maintain and specify the content of an operating manual, subject to approval by a majority of the Directors, which amplifies the policy and procedures established by these Bylaws.
k. Prepare, maintain and/or file all records and reports required by state or federal law.
Section 4. In the event neither the Chair nor the Vice Chair is present at a meeting of the Board, the Secretary shall convene the meeting, whereupon an acting Chair will be selected by a majority vote of the Board.
Section 5. Any member of the AOG may attend regularly scheduled meetings of the Board or committee meetings except when the meeting is in executive or closed session. Any party having business to present to the Board or a committee may appear subject to reasonable management by the chair of the Board or the respective committee.
ARTICLE XII. Committees, Councils, Meetings and Appointments
Section 1. To the extent practicable, all meetings will be called with appropriate notice and published agenda and held in accordance with these Bylaws and shall be conducted in accordance with Robert's Rules of Order Newly Revised (10th ed). These Bylaws do not require an annual meeting of voting members.
Section 2. All scheduled meetings shall be open to members except in exceptional circumstances which are:
a. Matters pertaining to nominations for Directors or committee members or employees of the AOG; or involving the employment, promotion, discipline, or dismissal of an officer, agent, or employee of the AOG.
b. Matters relating to fund raising activities or financial transactions where untimely public disclosure would serve to diminish the AOG position.
c. Consultation with AOG legal counsel concerning disputes that are the subject of pending or imminent court proceedings, or matters that are privileged or confidential between attorney and client.
d. Investigative proceedings concerning possible or actual criminal misconduct of an officer, agent, employee, or any member of the Board, or committee of the AOG.
e. Matters subject to specific constitutional, statutory, or judicially-imposed requirements protecting particular proceedings or matters from public disclosure.
f. At the request of any official guest who is on the agenda of the meeting of the Board.
g. When two-thirds of the Directors present at a quorum of the Board direct a closed meeting.
Section 3. The Board shall publish minutes for all meetings, including voting results, unless the subject meets the exceptional circumstances outlined above, or the vote concerns an honorary membership. The minutes should be substantively descriptive of each meeting and should be published within five (5) days of approval by the Board. The Chair has the discretion to publish the minutes earlier as provisional minutes.
Section 4. The Chair of the Board shall recommend the establishment of such committees as are necessary. The creation of a committee of the Board and appointment of members to serve shall be approved by a majority of the Board. All committees of the Board must have one (1) or more Directors. The Board shall have, as a minimum, the following statutory committees:
a. Finance and Investment Committee: The Finance and Investment Committee is a statutory committee composed of both Directors and AOG members at-large. Members shall be experienced in financial or business management matters. Duties of the committee include:
(1) Establish a financial management and investment plan for the AOG.
(2) Oversee the financial conditions, investments and contributions to the AOG.
b. Audit Committee: The Audit Committee is a statutory committee composed of both Directors and members. The Committee oversees the auditing process of the AOG books and records. At least one (1) member of the Audit Committee shall be a financial expert.
c. Nominating Committee: The Nominating Committee is a statutory committee, chaired by an elected Director, one (1) additional Director, and five (5) non-director committee members selected from graduate members. A member may not serve on the Nominating Committee during an election process in which the member is a candidate for election. Other than those candidates who are placed on the ballot by petition, recommendations for candidates to be elected as Directors shall be made by the Nominating Committee for approval by the Board. The Nominating Committee shall maintain a pool of candidates qualified to serve as committee members.
d. Governance Committee: The Governance Committee is a statutory committee composed of both Directors and members. The Committee oversees and evaluates the governance of the AOG, as well as the functioning of the Board and the Class Advisory Senate. Its duties include addressing ethics issues, adjudicating conflicts of interest, periodic review of the Bylaws, and ensuring that AOG practices are consistent with the Bylaws. The Vice Chair shall be chairman and a majority of the members shall be Directors.
Section 5. Councils: The Board may, from time to time, establish one (1) or more council(s) for the purpose of providing advice and recommendations on issues of special concern to the AOG.
ARTICLE XIII. Chapters, Affinity Groups and Other Organizations
Consistent with guidance from the Board, the President/CEO may, at his/her discretion, issue rules and/or guidelines concerning the establishment and support of graduate chapters, affinity groups and other organizations that support the mission, goals and objectives of the AOG.
ARTICLE XIV. Resignation or the Removal of Members, Directors, or Board Officers
Section 1. The Board is empowered to remove from membership, in accordance with procedures set forth in Colorado law, any member who by a two-thirds vote of the entire Board is considered to be a discredit to the AOG.
Section 2. Removal of Directors shall be in accordance with procedures set forth in Colorado law. Any Director may be removed from the Board for failure to meet specified obligations of Directors, by a two-thirds majority vote of the entire Board. Removal for failure to attend as specified in Article IV, Section 4, may be accomplished by a simple majority of those Directors present at a meeting of the Board.
Section 3. Resignation/Removal of Board Officers:
a. The Chair, Vice Chair or other officer of the Board may resign his or her position at any time. In the event a Director resigns his/her position as Chair, Vice Chair, or other officer of the Board, he/she shall remain a member of the Board unless he/she specifically also resigns from the Board.
b. The Chair, Vice Chair, or other officer of the Board may be removed from his/her position, if applicable, by a two-thirds vote of the entire Board.
Section 4. If the Chair resigns or is removed by an action of the Board, he/she will be replaced by the Vice Chair to fulfill the remainder of the vacated term and a new Vice Chair will be nominated and elected by the Board in accordance with Article VI.
Section 5. If the Vice Chair, Secretary or Treasurer resigns or is removed by an action of the Board, he/she will be replaced in accordance with Article VI, Sections 2-5.
Section 6. The Chair may appoint a member, subject to approval by the Board, to serve on the Board for each Director vacancy which occurs by reason of resignation or other cause. The term of said Director shall continue until the next election.
ARTICLE XV. Succession Upon Death or Permanent Incapacitation of Board Officers.
Section 1. Upon the death or permanent incapacity of the Chair, he/she shall be replaced in accordance with Article XIV, Section 4.
Section 2. Upon the death or permanent incapacity of the Vice Chair or other Officers, he/she shall be replaced in accordance with Article VI, Sections 3-5.
ARTICLE XVI. Conflicts of Interest
Section 1. No Director, officer, or committee member of the AOG shall request or accept any interest or favor (financial or otherwise) that might influence his or her actions relating to the AOG or its affiliated organizations. At such time as any matter comes before the AOG, the Board or a committee of the Board in such a way as to give rise to a conflict of interest, the affected member of the Board, committee member, or officer shall make known the potential conflict and all relevant and material facts which might reasonably be construed to affect the interest of the AOG.
Section 2. After responding to any questions that might be asked by the Board or committee members, the affected member of the Board, officer or committee member shall withdraw from the meeting until the matter has been voted upon. In the event an issue is not resolved at the committee or board level, the matter shall be referred to the Governance Committee, which will review such issues for the AOG. For the purposes of ethics oversight, the Governance Committee may request participation by at least one (1) friend of the AOG, not actively involved in activities of the Board, who is qualified to assist in ethics advice.
Section 3. Directors and officers shall use their best efforts to avoid any new employment, activity, investment or other interest which might involve an obligation to make a disclosure under this policy of a situation which may be in competition or conflict with the best interest of the AOG and, in all events, shall promptly disclose the same as they may arise in the future.
ARTICLE XVII. Amendments
Section 1. The Bylaws shall be reviewed biennially during even-numbered years by the Governance Committee and revisions recommended as necessary.
Section 2. Two-thirds of the entire Board or the members representing at least five percent of all of the votes entitled to be cast on the amendment may propose an amendment to the Bylaws for submission to the members normally at the next regularly schedule election. The amendment, which must be submitted to a vote of the members, shall be approved by a majority vote of the members if a twenty-five (25) percent quorum of the voting membership is achieved. (Article II, Section 8).
Article XVIII. Transition Plan
These Bylaws will become effective immediately upon certification of the results of the vote by the AOG Secretary except for Article IV - Board of Directors, Sections 1, 2, and 3. Article IV, Sections 1, 2, and 3 will be effective and implemented no later than July 1, 2007. Article IV, Sections 1, 2, and 3 will be addressed in a transition plan approved by the Board, consistent with the Bylaws language.
First published: 1968
Numerous revisions
Current edition: May 4, 2006