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HomeMy WebLinkAbout05-12-08 SAIDIS, FLOWER & LINDSAY MIORNnSo,(HAW 26 West High Street Carlisle, P A ri IN RE: -' AGREEMENT AND PLAN OF MERGER OF THE ARMY WAR COLLEGE FOUNDATION, INC. and the ALUMNI ASSOCIATION: OF THE U. S. ARMY WAR COLLEGE. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. a \ O~ ()S~LD ,....., c ,.~) I. ;) C,.::> r) ~:) --< MOTION IN ACCORDANCE WITH 'ii ....,...'"..... PA. ORPHANS COURT RULE 5.5 c::-::::) ':.-~: ,,__~ --n FOR COURT APPROVAL OF MERGER OF'j --1 THE ARMY WAR COLLEGE FOUNDATION, INC. AND THE ALUMNI ASSOCIATION OF THE UNITED STATES ARMY WAR COLLEGE f'.J v AND NOW comes the ALUMNI ASSOCIATION OF THE U. S. ARM follows: WAR COLLEGE, through its attorneys, SAlOIS, FLOWER & LINDSAY, and avers a 1. The ALUMNI ASSOCIATION OF THE U. S. ARMY WA COLLEGE is an unincorporated association located at 122 Forbes Avenue, Carlisle, Pennsylvania 17013, and formed on May 19, 1967. 2. The Constitution of the Alumni Association of the U. S. Army Wa College is attached hereto as Exhibit "A", and sets forth the following as its goals "A. Establish an organization which will foster, maintain, and strengthen a sense 0 fraternity among alumni of the U. S. Army War College, and B. Promote continue interest in the support of the activities of the U. S. Army War College. " 3. The By-laws of the Alumni Association of the U. College are attached hereby as Exhibit "B" and, consistent with the Constitution, provide that its objectives are to: '~. Encourage, maintain and strengthen a sense of fraternit ~ SAllIS, FLOWER & LINDSAY KITORNDSoATolAW 26 West High Stteet Carlisle, PA .. among its members. B. Promote continued interest in and support of the activities 0 the U. S. Army War College. C. Support the Strategic Plan of the U. S. Army Wa College. " 4. The Army War College Foundation, Inc. is a non-profit corporatior organized and existing under the laws of the Commonwealth of Pennsylvania, with ar address at 122 Forbes Avenue, Carlisle, Pennsylvania 17013. 5. The Army War College Foundation, Inc. was incorporated FebrualJ 22, 1977, and a true and correct copy of the Articles of Incorporation are attachec hereto as Exhibit "C". Attachment A to the Articles of Incorporation, states, in pertinen part, that its purpose is "To engage generally in charitable and educational endeavor~ solely for the benefit of the U. S. Army War College and the U. S. Army Military Histof) Institute and their respective purposes and programs..." 6. The By-laws of the Army War College Foundation, Inc. are attachec hereto as Exhibit "0", and state that the purpose of the organization is "To engagE generally in charitable and educational endeavors solely for the benefit of the U. S Army War College and its respective purposes and programs. . . " 7. The Alumni Association of the U. S. Army War College and the Army College Foundation, Inc., believing that they share the common purpose 0 supporting the activities of the U. S. Army War College, have entered into an Agreemen and Plan of Merger, attached hereto as Exhibit "E", which provides that as of July 31 2008, (the date specified in the Certificate of Merger filed with the Pennsylvania Department of State) the Alumni Association of the U. S. Army War College shall merge with and into the Army War College Foundation, Inc. 2 SAIDIS, FLOWER & LINDSAY .([1()RNEYS.AToIAW 26 West High Street Carlisle, PA 8. In accordance with said Agreement and Plan of Merger, th separate existence of the Alumni Association of the U. S. Army War College shal cease. 9. The draft attachment to the Articles of Incorporation, attache shall be "to engage generally in charitable and educational endeavors and the fosterin hereto as Exhibit "F", sets forth the intended purpose of the surviving organization whic of fraternity among alumni of the U. S. Army War College solely for the benefit of the U S. Army War College and its respective purposes and programs. " 10. The draft Amended and Restated By-laws of the Army War Colleg Foundation, Inc., attached as Exhibit "G", state the same purpose. 11. Movant believes that the purposes of the two entities are the sam except that the Alumni Association of the U. S. Army War College also has an additiona specific goal to foster fraternity among alumni of the U. S. Army War College. This goa has been preserved and incorporated into the proposed Amendments to the Articles 0 Incorporation and By-laws of the surviving entity, the Army War College Foundation Inc. 12. In addition to fulfilling the goals of both organizations, merging int administration of the two entities. one entity would permit more efficient and economical administration of the finance and affairs of these organizations than is presently possible, by unifying th 13. The Alumni Association of the U. S. Army War College has asset in the range of $425,000.00 to $475,000.00. 3 SAlOIS, FLOWER & LINDSAY ATIORNnS.AToIAW 26 West High Street Carlisle, PA .. 14. Pa. Orphans' Court Rule 5.5 provides that in every proceeding i the Orphans Court involving or affecting a charitable interest, at least 15 days advanc notice thereof shall be given to the Attorney General of the Commonwealth 0 Pennsylvania at its principal office in Harrisburg, Pennsylvania. Upon scheduling of hearing on this matter, a notice of this proceeding will be provided to the Pennsylvani Attorney General, and certification of the mailing of said notice shall be filed at or befor the hearing on this matter. 15. Movant believes that this merger will be in the best interest of bot entities and in the interest of the U. S. Army College, which both entities exist to serve, as well as in the best interest of its alumni, and that this merger is entirely consisten with the Cy Pres Doctrine, which operates to effectuate charitable gifts in a manne consistent with the donor's intent. 15. The Army War College Foundation, Inc. joins in this Motion fo, Approval of Merger, and its joinder is attached hereto. WHEREFORE, Movant requests that this Honorable Court enter an Orde approving the merger of Movant Alumni Association of the U. S. Army War College and the Army War College Foundation, Inc. SAlOIS, FLOWER & LINDSAY Attorneys for Movant James Flower, Esquire Attorney I D #27742 26 West High Street Carlisle, PA 17013 Phone: 717-243-6222 Fax: 717-243-6510 4 SAlOIS, FLOWER & LINDSAY ATIDRN!M>.XNAW 26 West High Stteet Cadisle, PA , VERI FICA TION I, RUTH COLLINS, Interim Director of the Alumni Association of the U. S Army War College, hereby verify that the statements made in the within instrument ar true and correct to the best of my knowledge, information and belief. I understand tha false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904 relating to unsworn falsification to authorities. ALUMNI ASSOCIATION OF THE U. S. ARMY WAR COLLEGE BY "'1//:1 (', / pi . A.j 1d~ , ,',{.>f1'V P ,(5 Ruth Collins, Interim Director Date: ;/11, Cl ;2/)6 g/ , c7 1/ / 5 SAIDIS, FLOWER & LINDSAY ATIOIlNEYSoAT.IAW 26 West High Street Carlisle, PA , II I, . VERIFICATION I, WILLIAM F. BARKO, Executive Director of Operations of the Army Wa College Foundation, Inc., hereby verify that the statements made in the within instrumen are true and correct to the best of my knowledge, information and belief. I understand tha false statements herein are made subject to the penalties of 18 Pa.C.S. Section 4904 relating to unsworn falsification to authorities. ARMY WAR COLLEGE FOUNDATION, INC. '/f / ...-;"""' a ~/ BY /U{(baHV -r. //a/f./&o William F. Barko Executive Director of Operations Date: I( tIj- c~ ~ {~} /) 'i 6 SAlOIS, FLOWER & LINDSAY <UTORNEYlloAHAW 26 West High Street Carlisle, P A IN RE: AGREEMENT AND PLAN OF MERGER OF THE ARMY WAR COLLEGE FOUNDATION, INC. and the ALUMNI ASSOCIATION: OF THE U. S. ARMY WAR COLLEGE. r- IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION NO. JOINDER The Army War College Foundation, Inc. joins in this Motion for Approval 0 the Merger of the Army War College Foundation, Inc. and Alumni Association of the U. S. Army War College. ARMY WAR COLLEGE FOUNDATION, INC. /1/. /' / /"'""\.)2 L' By ,;,YtU-UU1'(/ ,T. X7~ William F. Barko Executive Director of Operations Date: ILI~.{,.~ (I rJ t'/ {) ;y , U y ~ EXHIBIT A { -=- (j ..., '-- CONSTITUTION r)j:l THE ALL~~I ASSOCIA=~N OF IRE US A~~Y w!ili CO~LEGE ARTICLE = - NPJ.fE The name or thE: Association shall be the AluITh'li Association 0: the 17Q Army ~":'2.r .:=ollegej hereafter rere!""red to as the l'Associac:l.onl'. ARTTCLE Ii - OBJECTIVE The obje~~ives or the ASSOclatloil are to: Es taD list an organization which vill foster, maintain, and or f:-aternity among alumni of the US Army War College strengthen 2 sense and, E. Pr-omote continued interest in and support of the activities 0.[ the US Ann)' War College. In or-der to accomplish these objectives, the activities of the Association shall include, but not necessarily be limi;ed to: W2.I" College. Suitable publications to maIntaIn alumni interest In the TJS Army Recognition of distinguiShed serVIce or contribution to the advancement of the US Army War College. 3. Appropriate correspondence, publicity, and activities to promote awareness or the US Army War College. L. Social events for the members of the Association. ~. Such other activities appropriate to the objectives of the Association as detennined by the Board of Tr-ustees, and approved by the Presiden[. c. Notwithstanding any other provision of this constitution, the Association shall only engage in activities permitted to be carried on: 5Cl(c)(J) By an organization exempt from Federal lncorne 0: the Internal Revenue Code of 1954 (or the 01 any future United States Internal Revenue tax under Section corresponding Law) or p:-eVlSlon "-- By an organizatiorJ.} concrlbutioDS to which are deductible uncle!:" Section 170(c)(2) of :he Internal Revenue Code af 1954 (or the corr-esponding provisions o~ any future United States Internal Revenue Law). Adopted: 2b Oct: 1968 Re1.7iseo ~ through 29 ~~ov 1984 AR::CLE III - MEMBERSHIP JeC:lon ^. Hembership in the Association shall be volllntarv. To De eligible ro::- :;]embership in the Associacion, pe:csonnel mus: meet :he ~ollowiQg qualifications: I. Hold a diploma froD the US Army War College; or College~ or Serve as a membe::- or the starf and faculty of ChE US Army War L7 ^~. l'id.. 3. Attend l,011ege; or the Senior Reserve Component Officer Course of tDe US Army 4. Ee elected or appointed to membership by the Board or Trustees of the Association, or S.. Be an enrolled student corresponding studies course of member of a resident courSe the US Army War College. or Sect ion 2. Membership, as we 11 as .an office, in the Assoc iar ion shall be terminated upon wTitten request or the member concerned, death, or any ocher valid cause as determined by the Board of Trustees. ARTICL~ IV - ADMrNIST~~TION Section 1. Tne power of administration, management, and operation, as well as dissolution of the Association, shall be vested in the Board of Trustees which shall be comprised of the officers and members of the Association provided for in Article V. The President of the Association shall likewise be the President of the Board of Trustees and he or his designated representative shall preside at all meetings of the Association a:Jd the Board of Trus tees. Section 2. The executive and oDerational control of the Association as exercised by the President, and aided by the other officers thereof, shall be in accordance with the policies and procedures adopted and prescribed by the Board of Trustees. ARTICLE V - OFFiCERS Section 1. ~ne officers of the Association, each of whom must be a member in good standing, shan be a ronows: I ~ President (Elected) Vice President (Elected) 3.. Three membe:-s, at large (Elected) 4 U::oi,E Hember (Appointed In 1975 ; elected thereafter) ARNG Membe:::- CAppoin ced In 1975 ; elec ted thereafter) 2 Adopted: Revised: 24 Oc t 1 96 8 through 29 Nn,; ~Q~!, D. !"ieruber trom (.is aepartmenr or agency other- :han the US hT1ItY (:::lec:t:ed) Commanciant I s ~!ember (Appointed' by [he Command.ant, USAWC) 8. Membe~, 5 Year Class / ,t : _..... ,"\ \.:-<...ppo l.i.l LeG ./ 9. Class Representative (Cu~rent USAwC Resident Class President) Ie; 4 Execut:.ve Secretary-Treasurer (Appoir:ted) Sec:ion 2. Lie terms of office, compensation and manner 0: election or appointment of the Board of Trustees 511&l1 be in accordance ~ith the Bylaws 0= this Association. ARTICLE VI - MEETINGS Section 14 ~ne Board of Trustees shall normally meet at tne call of the P:-esident, and all proceedings shall be recorded. The record thereof shall indicate the members in attendance, all business transacted therein, and shall include copies of the financial statement of the Associa~ion, prepared as of the end of the month preceding the meeting, and copies of 211 repo~ts rendered by Comm,ittees subsequent to the neXT:: preceding TIJ.ee:lng 0: :he Boaed. Section 2. Five members of the Board of Trustees shall constitute a quorum aDd, provided a quorum is in attendance, action of the Board shall be by a majority vote of the total members present. Section 3. At least once annually a meeting of Association members shall be held at such time and in such manner as the Eoard of Trustees sha 11 diTec~. ARTICLE VIr - DUES AND ASSESSMENTS A membership fee as determined by the Board of Trustees shall be paid with application for membership in the Association to: Treasurer, Alu=i Association or the US Army War College. Annual dues as determined by the Board of Trustees shall be charged each member beginning 1 Janua:-y 1978 and annually subsequent to his JOInIng the Association. ARTICLE VIII - PECUNIARY LIABILITY As the Association is a private association within the mean~ng of the provisions of Army Regulation 210-1, it is not a non-appropriated ruud i~s t:-umentaliry nor is there an official re lationship between its activities and those of DOD personnel who are menlDers and/or participants. Cbligati,ons created by those properly acting within delegated autbority on behalf of the Association, or purporting so to act, shall be solely and exclusively the obligations of the Associ,ation and neither primarily O~ secondarily the obligation, debt, or burden or any other association, COlnpany, or organization, nor of any person , . In illS indi.vidual capacity ac:~~g sifigly or in conjunction with others. A copy of this ConstitutioD Revised: _ Oct 1968 through 29 Nav 1984 Adopted: EXHIBIT B ARTICLE I: NAME The name of the Association shall be the Alumni Association of the U.S. Army War College, hereafter referred to as the "Association". ARTICLE II: OBJECTIVE The objectives of the Association are to: · a. "Encourage, maintain, and strengthen a sense of fraternity among its members. " · b. "Promote continued interest in and support of the activities of the U.S. Army War College." · c. "Support the Strategic Plan of the U.S. Army War College." · d. "Notwithstanding any other provision of this constitution, the Association shall only engage in activities permitted to be carried on: 1. By an organization exempt from Federal income tax under Section 501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). 2. By an organization, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law). ARTICLE III: MEMBERSHIP Section 1. Membership in the Association shall be voluntary. To be eligible for membership in the Association, personnel must meet the following qualifications: 1. Hold a diploma from the U.S. Army War College as a rv1EL-1; or 2. Serve as a member of the Staff and Faculty of the U.S. Army War College, the Center for Strategic Leadership, The Strategic Studies Institute, The Army Heritage and Education Center, The Army Physical Fitness Research Institute; or 3. Attend the Senior Reserve Component Officer Course of the U.S. Army War College or the Adjutant's General National Security Seminar; or 4. Be elected or appointed to membership by the Board of Trustees of the Association; or 5. Be an enrolled student member of a resident Course or distance education course of the U.S. Army War College; or 6. Be a participant in the U.S. Army War College Senior Service College Fellows Program. Section 2. Membership, as well as an office, in the Association shall be terminated upon written request of the member concerned, death, or any other valid cause as determined by the Board of Trustees. ARTICLE IV: ADMINISTRATION Section 1. The power of administration, management, and operation, as well as dissolution of the Association, shall be vested in the Board of Trustees which shall be comprised of the officers and members of the Association provided for in Article V. The President of the Association shall likewise be the President of the Board of Trustees. The President or President's representative shall preside at all meetings of the Association and the Board of Trustees. Section 2. The executive and operational control of the Association as exercised by the President, and aided by the other officers thereof, shall be in accordance with the policies and procedures adopted and prescribed by the Board of Trustees. ARTICLE V: OFFICERS Section 1. The Officers of the Association, each of whom must be a member in good standing, shall be as follows: A. Elected Officers 1. President 2. Vice President 3, Three members at large 4. USAR Member (intended for one whose eligibility for association membership exists as a result of USAR service) 5. ARNG Member (intended for one whose eligibility for association membership exists as a result of ARNG service) 6. Member from U.S. Department or Agency other than the U.S. Army B. Appointed Officers 1. Commandant's Representative (Appointed by the Commandant of the U.s. Army War College) Member,S Year Class 2. Class Representative (Current USAWC Resident Class President) 3. Class Representative (Current 2nd year DDE Class President) 4. Executive Secretary/Treasurer Section 2. The terms of office, compensation and manner of election or appointment of the Board of Trustees shall be in accordance with the Bylaws of this Association. ARTICLE VI: MEETINGS Section 1. The Board of Trustees shall normally meet at the call of the President, and all proceedings shall be recorded. The record thereof shall indicate the members in attendance, all business transacted therein, and shall include copies of the financial statement of the Association, prepared as of the end of the month preceding the meeting, and copies of all reports rendered by committees subsequent to the next preceding meeting of the Board. This Constitution approved by the board of Trustees on May 9, 2003 modifies the Constitution approved on May 19, 1967. ARTICLE XII: CONTRIBUTIONS The Board of Trustees may receive contributions to be used in accomplishment of the Association objectives. ARTICLE XIII: PRECEDENCE OF REGULATIONS In the case of any omission or conflict between this Constitution and Bylaws and Army Regulations or other pertinent directives, the latter shall govern. EXHIBIT C .seE 5-~3ji.: (Re; i -: -~::: 3- I - ;~-.: ~ : J Filed this ~_2nd day of -- __..__._._J~:.e.br.illl Y'Y , 1 9.11 . Commonwealth of Pennsylvania ....!...... ? Department of State f ( '_ APPi...1 :AN:'S A'::':'''- NU (Line for numbenng, ". i. ' / 5'"' O'TOO C. ...-:1 - :} .-.,; ;;>!. '-,..>- i Jf' {) C,?'/~_ c~.J--"':::"'/~/ '" p-.. "\ /' ~~-::',~:';:"~~J/ Filing Fe~: 515 AIH.E Al11cles of Incorporation- uemestic IIDnprcfrt COfJlor.tion CO\L\lO\'\'iTALTH OF PENNSYLVANIA DEPARTlVfENT OF 5TA TE CORPORATION BlREAU Secretary of the Commonwealth ec (Box for Certification) In comph2nct Wllh the requirements of 15 Pa. S. s7316 crelating to anicles of incorporation) the under. signed, desIring [() be incorporated as a nonprofit corporation, hereby certifJes (certify) that: .. __._____._.___._,__...~_..~__.______."..__._._____._...__n_~_.._~,~._.___.____.... Tile name of the corporation is: AR1\1Y 'tAl=( mILEGE FDD1JI)ft.TIIT-J, INC. -_._~..._,-,.._._._,.,------~---- 2, The location and post office address of the initial registered office of the corporation in this Common- wealth is: BoX 462, US Army War College _."....._._.._..-_.~,---~~-~-_.._-~---_.__._------_. (STREETl (N:",lME EP ___.___~E~is 1 ~_~~l:T a..::ks _.___wCiLi R,.,L.._ _____._______~~_12!:~Y.~.~~~.:T'jia__~ 011-____.__ (Z jP CODE) iC'TY) The co:-poration is incorporated under the Nonprofit Corporation Law of the Commonwealth of Pennsyl- , dnia for the following purpose or purposes: SEE A'ITACHr>1ENT A. The' ':Cl:-pOi2.:lDD docs not contemplate pecuniary gain or profit, incid<~nt,,,l or otherwise. 4. .,," . ^ ,,' h th c ,... l' t e 'st.'" perp::;tual ! ii" term lor h'.lle e orpor<idOn s 0 Xl L: _...._u..__u._...____..__.______......____.___...___._..-...-.--.---..- ,... ~ " . \,) J. ,......,...., -) . ( 'I u oseB' 1S,7::'1f~F,ev 1! -72:,~2 5 The corporation is org2.ni7-~~d Ut>Of"i :, ncns:o~k basJs. 6 xf}~~~:;lS~P;;;~;:~W~~~ 7 ~~~~~~~~~~ .:. '7" OC_.___n.- .-,..--.-..--...-- (N/~':"':E or: UNINC0M?'O;u~TEc- ASSOCIATlONJ ~:Li0::k~~~~~:0;,~~~~~~:or.:~~ 8. The name(s) and post office addressies) or each incorpor2.tor(s) is fare): AD~R=S::; NAME \lndl.!;jifl~ SlflHH ,$Ind numb4r, it ..ny) ---.--~---_._-----_._._.__.._.__.~._. 101 ~Edia Road, earlise, pennsylvania 17013 Frili"1cis B. Ka'1e ]I.l-fred R. Ki tt?_._________:I:{-"-~ #~, New"Ehpe.l p~?.Y.~ vania__ 17241 George W. Aux 635 M:::JOreland ]I.venue, earlise, pennsylvania 17013 ___~__~_.._.._.__._._..._..____.____~_____..~._w_...__.____---.-------- IN TESTJTvl0f'iY iVHEREOF the incorporatoD'sl has (have) s!gned and scaled these Articles of Incor- poc",o~:h;i' ___--AM .- GoY of X~~- 19~5? \~, ::-, __:&'1'E.fQ!i-?L~:----(SBL; ~~~~=; cI-:::~; - --- ----- ---U ! INSTRUCTIONS FOR COMPLETION OF FOHM A. FaT general instructions relating to the incorporatior. of nonprofIt corporations see 19 Pa. Code Ch. 29 (relating to nonprofit corporations generally;. These instructions relate to such matters as corporare name. scated purposes. term of existence, authorized share structure. inclusion of names of first directors in the Articles of Incorporation. provisionS on incorporation of unincorporated associations. etc. B. One or more corpGrations or natur;>J persons of full 2ge may incorporate a nonprofit corporation. C. If the corporation is to be organizE--d upon a stock share basis Paragraph 5 should b€ modified accord- ingly. .--B. Optional provlsions required or authorized by law may be added as Paragraphs 9. 10.11. . . et-c. .('\-0 ECJ The fg~.owing,shall accompany this form: "", .~ ._ ~) An~n~~~'rv copies of Form uSeE:] 7.2 (Consent to Appropriation of Name) or Form DSCB: 173 0-- rc;r(sit? tf?~'-se of Similar Name) .......-. r--...I' ~ - " (2T Any r:i~?:ssary governmental av?rovals. ;.:.---' lS'-jk. S. 27317 (relating tc advertisement) requires that the incorporators shall advertise their intention to me or the corporation shall advertise the filing of articles of incorporation. Proofs of pubfi~atiOn of such advertising should not be del1vered to the Depa....-rment. but should be fried with the minutes of the corporation. or- r. ..---- " ~"- ., .- --:- ,r 1" 77,1 F.'ITAaJr.1SNT A c.. To e.'1gage ge.T1erally L'1 charitable and e:iucati:Jnal eJ.1deavors solei. y for t.'-le benefit of the U. s. Army War College &10. the U. S. l'..rmy Yili tary History L'1sti tute and t.'-leir resp2<..---tIve purp::::>ses &10. pcogra.'1's i to solicit, receive, adrri..'1ister and donate ftmds and property ,vr..ich will supple.."'TIeIlt and furtlr'..x t..he traditions and capabilities or such institutionsi to purchase, receive, tak;:e by grant, girt, devise, ~est or otherwise, lease, or ot.."'1erwise acquire, ChID, hold, irnprove, employ, use and ot..he.rv.d.se deal in a'1d vd. th real or personal prof€-c.-vty, or any interest therein, wherever situated, and to sell, convey, lease 1 e.xchange, transfer or otherw-ise dispose or, or rrortgage or pledge, all or any of its property and assets, or any interest there- in, wherever situated, to these purp:::>ses, and to have all the fXJ'v-ers conferred upon corporations not organized for prori t u'1der the pro- visions or t."'1e Nonprofit Corporation law of the comronwealth of Pennsy 1 "\rania. b. No part of the net earnings of the FOlli'l.dation shall inure to the benefit of any :rnem}y:>..x or director thereof. In the eve.T1t or the dissolution of the Foundation, any of its assets which remain a::ter paj1ITPJlt and/or satisfaction of all proper clairns and demands then existing against the Foundation shall te distributed to the Secretary of the Army to be applied to the support of the U. S. k--my vIar College. c. Notwithstanding any other provision of these Articles of Incorporation, the Foundation shall campi Y with the ~'Jplicable pro- visions of Section 508 (e) of the Llternal Revenue COde and shall not conduct any activity not pp...nni tted to te conducted by an organization exempt ll.T1der Section 501 (c) (3) of the Internal Revenue Code and its regulations (or the corresponding provision of any future United States Internal Reve.'1ue LaWs) or by an organization, contributions to ",Thieh are deductible under section 170 (c) (2) of such code or reg'Jations. ..J EXHIBIT D ARMY WAR COLLEGE F01JI"i'DA TION, mc U.S. A..R.\,fY WAR COLLEGE 122 Forbes Avenue, Carlisle, PA 17013-5248 (717) 243-1756 BYLA\VS OF THE ARMY \VAR COLLEGE FOlJNDATION, INC. As adopted at the Meeting of the Incorporators on 12 June 1978 Revised by Board of Trustees Revised by Board of Trustees Revised by Board of Trustees Revised by Board of Tmstees Revised by Board of Trustees Revised by Board of Trustees Revised by Board of Trustees Revised by Board of Trustees Revised by Board ofTmstees ARTICLE I - Purposes 15 June 1979 10 June 198 July 1987 26 August 1994 16 July 1999 13 July 2001 ] 1 July 2003 16 July 2004 15 July 2005 The purposes of the Corporation as stated in its Articles ofIncorporation are: Section 1. To engage generally in charitable and educational endeavors solely for the benefit of the U.S. Army War College and its respective purposes and programs, to solicit, receive, administer, and donate tlmds and property which will supplement and further the traditions and capabilities of this institution; to purchase, receive, take by grant, gift, devise, beguest or othen:vise, lease or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of its property and assets, or any interest therein, wherever situated, to these purposes, to publish and distribute and enter into contracts for publishing and distributing books, pamphlets, and papers relating to and furthering the purposes of the corporation for the benefit of the U.S. Army \Var College, and to have all the powers conferred upon corporations not organized for profit under the provisions of the Nonprofit Corporation Law of the Commonwealth of Pennsylvania. Section 2. The Corporation is organized exclusively for the tax exempt pUrpose of fostering, promoting, and carrying on certain charitable and educational objectives and for any other exempt activities as permitted under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future Internal Revenue Law of the United States, both directly and by the application of assets or income distributions to organizations that qualify as exempt under Section 50 1(c)(3) of the Internal Revenue Code or the corresponding section of any future Internal Revenue Law of the United States. Section 3. No part of the net eamings of the Corporation shall inure to the benefit of any individual al1d no member. director, officer, or employee of the Corporation shall receive emy pecuniary benefits of any kind except as reasonable compensation for services in effectmg the Corporate purposes. In accordance with Section 508( e), the Corporation shall nOl engage in any' act of self- dealing (as defined in Section 4941(d); shall not retain any excess business holdings (as defined in Section 4943(c); shall not make allY ta.xable expenditures (as defined in Section 4945(d). Income for each taxable year sllall be distributed at such time and in such manner as not to subject the COJ1Joration to tax under Section 4942, Section 4. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shaJJ not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding anything to the contrary herein contained, no activity undcliaken or carried on by tbe Corporation shall be sucb as is not pcnnitted by a corporation exempt from federal income tax under Section 50] (c)(3) of the Intemal Revenue Code (or the corresponding section of any future Intemal Revenue Law of the United States). Section 5. In the event of the dissolution or final liquidation of the Corporation, any and all of its assets which remain after payment and/or satisfaction of all proper claims and demands then existing against the Corporation shall be distributed to the Secretary of the Army to be supplied to the support of the U.S. Anny War College. .ARTICLE II - Office The Corporation sha]] have an office at Carlisle Barracks, Pennsylvania, until othelwise determined by the Board of Trustees, hereinafter referred to as the Board. ARTICLE III - Corporate Seal The corporate seal of the corporation shall consist of two concentric circles, within which shall be the name of the corporation, and in the center shall be inscribed the year of its incorporation and the words, "Corporate Seal, Pennsylvania" AR TICLE IV - Constituents Constituency in the Corporation is open to individuals, corporations, and other organizations interested in the objectives for which the foundation was incorporated. The Board of Trustees may establish classes of constituents such as "associate," "contributing," "sustaining," "life, II "corporate," "graduate," etc., to encourage and recognize contributions to and support of the objective of the Corporation. Constituency in the organization is open to all individuals regardless of race, color, creed, sex or national origin. 2 ARTICLE V - Board of Trustees Section 1. The Corporation shall have a Board of Trustees consisting of not less than 12 (t\velve) norrnore than 24 (twenty-four) persons. The Board of Trustees shall also include the President of the Anny War College Alumni Association and the Commandant of the US AmTY \-Var College in an "ex officio" capacity. Section 2. Trustees shall be elected by the serving trustees to serve for a term of thTee years. Trustees will not serve more than two consecutive terms. At the end of the Trustee's term, the President shall otTer at his discretion as member emeritus fanner members who shall not have voting nghts. Section 3. The control and management of the affairs, funds, and other property of the Corporation shall be vested in the Board of Trustees. Section 4. Re6'1llar meetings of the Board may be held at such place or places within or without the Commonwealth of Pennsylvania as the Board may fTom time to time designate. The Board may also function by electronic means vote in accordance with Section 5 below. Section 5. Special meetings of the Board may be called at any time by the President or upon written application to the President by five members to be held at Carlisle Barracks, Pennsylvania, or such other place within or witl)out the Commonwealth of Pennsylvania as the Board may f)'om time to time designate. Special meetings may also be called at any time by any five members in '.vriting or by electronic means. "Electronic means" is defined as communication bye-mail, fax, telephone, teleconference, video teleconference, telegram, cable or radiogram. Special meetings of the Board of Trustees may be held upon notice by letter, delivered for transmission, not later than the third day immediately preceding the day for such meeting, verbaJly, or by electronic means, received not later than during the second dayilmnediately preceding the day for such meeting Notice of any meeting of the Board of Trustees may be waived in writing signed by the person or persons entitled to such notice, whether before or after the time of such meeting, and shall be equivalent to the giving of such notice. Attendance or voting of a Trustee at such meeting shall constitute a v/aiver of notice thereof, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business, because such meeting is not lawfully convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Trustees need be specified in the notice, or waiver of notice, of such meeting. Section 6. Five members, or any nWl1ber then constituting a majority of the members of the Board in office, shall be necessary at all meetings to constitute a quorum for the transaction of business at special meetings. Thirteen members shall constitute a telephone vote quomm; but less than a qllonlm may adjoum any meeting to a subsequent date and without further notice the meeting may be held 011 that date provided a quorum then be present. Signed proxies may be given up by any member of the Board to the President or any other member of the Board for the purpose of ~ " representing and voting for the member on any matter necessary for the corporation, excluding voting for the election of officers and Board members. Section /. The Commandant of the A.nny War College shall be requested to appoint from its faculty two advisors to the i\rmy Vlar College foundation Board of Trustees. The advisors will be non-voting members of the Board of Trustees who will serve during the time they are members of the Anny 'vVar College faculty for a ten11 of up to but not to exceed three years. The advisors shall assist and advise the President of the Board of Trustees and the Executive DIrector of the Anny War College Foundation on matters related to the purpose of the Army War College Foundation in its endeavors to further the traditions and capabilities of the /I..mlY War College and its purposes and programs. W11en the need for appointment of a facility advisor arises, the President of the Board of Trustees will submit to the COlill11andant of the Am1Y War College a letter with names of those recommended for service as advisors. Recommendations shall be submitted upon expiration of an advisor's term, upon the transfer of an advisor from duty as a member of the Anny War College faculty, or upon any other occasion when an advisor is no longer able to continue serving as advisor. The usual tenn of service for an advisor will begin at the commencement of an academic year in August, and will conclude after three years at the close of an academic year in July. ARTICLE VI - Officers Section I. A. The Officers of the Corporation shall consist of a President, Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer, and such other officers as may be detem1ined by the Board. The President shall be elected by the Board at an armual meeting and shall take office at the close of such meeting. The term of office of the President shall be three years. The President shall appoint the Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer. In the event of the absence, incapacitation, death removal, or resignation of the President, the senior member of the Board shall preside at meetings and act in the stead of the President until a successor is elected, in accordance with Section 3 below. A simple majority of members eligible is required to conduct business. Vote may be cast by presence, by written proxy, and by electronic means. (See Article V, Sections 4 and 5.) B. Secretary. The Secretar-y shall be the Executive Director, as provided for in Article VlU, Section 2. C. Assistant Secretarv. The Assistant Secretary shall perfo1TI1 the duties of Secretary in his absence. D. Treasurer. The Treasurer shall be the Executive Director, as provided for in AJ1iclc VIII, Section 3. 4 E. Assistant Treasurer. The Assistant Treasurer shall perform the duties of the Treasurer in his absence. F. Conduct of Business. A simple majority of members eligible is required to conduct business. Vote may be cast by presence, by written proxy, and by electronic means. (See Article V, Sections 4 and 5.) Section 2. Officers shall serve for three years or until their successors take office. Any officer may be removed from office by the Board, in its sole discretion, at any duly constituted meeting, on the affinnative vote of a majority of the members of the Board then in office. Section 3. In the event of the deat11 or resignation of an officer before the expiration of his tenn of office. or if a vacancy occurs in any office for any reason, the Board may at any regular or special session elect a successor who shall hold office for the unexpired tern1. Section 4. The officers shall perfonn such duties as may be assigned to them from time to time by the Board in addition to those set forth in these Bylaws. i\RTICLE VII - The President The President shall be the chief executive officer of the Corporation with all the powers and duties usually appertaining to such office and shall preside at meetings of the Corporation and of the Board. He shall see that all orders and resolutions of the Board are carried into effect. A.RTICLE VIIl- Executive Director Section I. The Executi"ve Director, subject to the approval of the President, shall generally supervise and direct the affairs of the Corporation. He shall have such other powers and duties as may be prescribed from time to time by the Board. Section 2. The Executive Director of the Corporation shall be the Secretary of the Board. He shall, under the direction of the President, issue notices for all meetings except that notice for a special meeting of the Board called at the request of five members. He shall keep minutes of all meetings and shall have charge of the seal and the corporate books. Section 3. The Executive Director shall be the Treasurer of the Board. He shall, under the direction of the President have the custody of all moneys and securities of the Corporation and shall keep regular books of aCC0U11t. He shall render to the Board from time to time as may be required of him 3n account of all his transactions and of the financial condition of the Corporation. He shall perfolli1 all duties that are properly required ofh1m by the Board. Section 4. The aCCOU11ts of the Corporation shalJ be audited annually or oftener in such manner as the Board may direct. 5 Section 5.. Moneys of the Corporation may be invested in such financial instruments that are both flexible and high yielding. These moneys can be dravm out only by checks signed by the President and/or the Executive Director or by a person designated in these by-laws to act in the stead of the President and Executive Director. Section 6. The President or the Executive Director may dra\v checks for S 1 0,000 or less on the signature of either in anyone academic year in the aggregate; any amount over S] 0,000 requires Board approvaL 111 addi rion to expenditures authorized b:y the Board by including them in the approved budget the President or the Executive Director may draw checks for funds so authorized, but 110 longer needed for the purpose intended, provided they are requested in writing by the Commandant of the U.S. Anny War College and approved by the President in writing. ARTICLE IX - Committees Section 1. Nominating Committee: The President shall appoint a Nominating Committee of at least three persons to select candidates for vacancies, if any, in the Board of Trustees incident to expiration oftenn of office or other reasons. Section 2. Finance Committee: The President shall appoint, a Finance Committee to consist of such number of persons as the President may determine advisable, 10 have such duties and perform such functions as the President with the consent of the Board may deem appropriate. Section 3. The President may establish such other committees, as it shall, from time to time, consider appropriate. Section 4. The President of the COl1)oration and the Executive Director shall serve as voting members ex ofjlcLO on a11 committees appointed by the Corporation. ARTICLE X - Acceptance of Gifts Section 1. Except as provided below, the BoaTd of Trustees shall have the sole authority to accept and to reject offers of gifts, in fu.rtherance of the purposes of the Corporation Section 2. The President of the Corporation, or a member of the Board of Trustees appointed by him, or the Executive Director, is delegated authority to accept and to reject offers of gifts. Section 3. All officers and employees of the Corporation are prohibited from giving to donors or prospective donors any appraisal of any property that may be offered to or accepted by the Corporation ARTICLE XI- Amendments The amendment or repeal of these bylaws or any of them may be made b:r the Board of Trustees at any regular or special meeting upon the affim1ative vote of a majority of the members of the Board 6 then in office, provided that notice of any such proposed amendment or repeal has been given in writing to each member at least ten days prior to said meeting. 7 EXHIBIT E AGREEMENT AND PLAN OF MERGER Between Army War College Foundation, Inc. (a Pennsylvania nonprofit corporation) And Alumni Association of the U.S. Army War College (an unincorporated association) This Agreement and Plan of Merger (this "Agreement"), dated [ 1, is by and between Army War College Foundation, Inc., a Pennsylvania nonprofit corporation ("A WCF"), and Alumni Association of the U.S. Army War College, an unincorporated association ("AAA WC"). A WCF and AAA WC are sometimes hereinafter collectively called the "Constituent Entities." WITNESSETH: WHEREAS, A WCF is a nonprofit corporation duly organized and existing under the laws of the Commonwealth of Pennsylvania, with an address of 122 Forbes Avenue, Carlisle, Pennsylvania 17013, having been incorporated on February 22, 1977; and WHEREAS, AAA WC is an unincorporated association, with an address of 122 Forbes Avenue, Carlisle, Pennsylvania 17013, having been formed on May 19,1967; and WHEREAS, A WCF and AAA WC share in the common purpose of supporting the activities of the U.S Army War College, and WHEREAS, to increase operational efficiencies, strengthen and align the common mission to support the Army War College and enhance the programs currently offered by each organization, each of A WCF and AAA WC wish to merge; and WHEREAS, the Board of Trustees of A WCF and the Board of Trustees of AAA WC have approved this Agreement; NOW, THEREFORE, in consideration of the mutual agreements and covenants herein contained, the parties hereto agree as follows: ARTICLE I MERGER, SURVIVING CORPORATION AND EFFECTIVE DATE 1. Effective as of 11:59 p.m. on July 31,2008, the date specified in the Certificate of Merger filed with the Pennsylvania Department of State as the effective date and time of the merger (the "Effective Date"), AAA WC shall merge with and into A WCF, with A WCF as the surviving entity (herein as such called the "Surviving Entity"), and without any other action on the part of the Constituent Entities. 2. A WCF, as the Surviving Entity, shall continue its existence under the laws of the Commonwealth of Pennsylvania. On the Effective Date, the separate existence of AAA WC shall cease. DMEAST #9870217 v2 ARTICLE II ARTICLES OF INCORPORATION AND BYLAWS OF THE SURVIVING ENTITY 1. The Amended and Restated Certificate of Incorporation of A WCF, attached as Exhibit A hereto, shall be the Certificate of Incorporation of the Surviving Entity until altered, amended or repealed in accordance with the provisions thereof and of applicable law. 2. The Amended and Restated Bylaws of A WCF, attached as Exhibit B hereto, shall be the Bylaws of the Surviving Entity until altered, amended or repealed in accordance with the provisions thereof and of applicable law. ARTICLE III AMENDMENTS AND TERMINATION 1. The Board of Trustees of each of A WCF and AAA WC, acting in their discretion, and for any reason, may terminate this Agreement at any time before the Effective Date, notwithstanding approval of this Agreement by the members of AAA WC. 2. In the event of termination ofthis Agreement as above provided, this Agreement shall become wholly void and of no effect, and there shall be no liability on the part of either the Constituent Entities, or their respective Trustees or members. ARTICLE IV FURTHER ASSURANCES The Constituent Entities hereto agree that from time to time and as and when requested by the Surviving Entity, or by its successors or assigns, to the extent permitted by law, the member and officers of the Surviving Entity are fully authorized in the name of AAA WC to execute and deliver all such deeds, assignments, confirmations, assurances and other instruments and to take or cause to be taken all such further action as the Surviving Entity may deem necessary or desirable in order to vest, perfect, confirm or assure the Surviving Entity title to and possession of all property, rights, privileges, powers and franchises of the Constituent Entities and otherwise to carry out the intent and purposes of this Agreement. ARTICLE V COUNTERPARTS This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same instrument. DMEAST #9870217 v2 2 IN WITNESS WHEREOF, each party to this Agreement has caused this Agreement to be executed by its duly authorized representative as of the day and year first above written. Army War College Foundation, Inc. (a Pennsylvania nonprofit corporation) By: Name: Title: Alumni Association of the U.S. Army War College (an unincorporated association) By: Name: Title: OM EAST #9870217 v2 3 EXIBIT F DRAFT as of 12/05/07 ATTACHMENT TO ARTICLES OF INCORPORATION A. To engage generally in charitable and educational endeavors and the fostering of fraternity among alumni of the US Army War College solely for the benefit of the U.S. Army War College and its respective purposes and programs, to solicit, receive, administer, and donate funds and property which will supplement and further the traditions and capabilities of this institution; to purchase, receive, take by grant, gift, devise, bequest or otherwise, lease or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of its property and assets, or any interest therein, wherever situated, to these purposes, to publish and distribute and enter into contracts for publishing and distributing books, pamphlets, and papers relating to and furthering the purposes of the corporation for the benefit of the U.S. Army War College, and to have all the powers conferred upon corporations not organized for profit under the provisions of the Nonprofit Corporation Law ofthe Commonwealth of Pennsylvania. B. The Corporation is organized exclusively for the tax exempt purpose of fostering, promoting, and carrying on certain charitable, educational and fraternal objectives and for any other exempt activities as permitted under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future Internal Revenue Law of the United States, both directly and by the application of assets or income distributions to organizations that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code or the corresponding section of any future Internal Revenue Law of the United States. C. No part of the net earnings of the Corporation shall inure to the benefit of any individual and no member, director, officer, or employee of the Corporation shall receive any pecuniary benefits of any kind except as reasonable compensation for services in effecting the corporate purposes. In accordance with Section 508(e), the Corporation shall not engage in any act of self-dealing (as defined in Section 4941(d)); shall not retain any excess business holdings (as defined in Section 4943(c)); shall not make any taxable expenditures (as defined in Section 4945(d)). Income for each taxable year shall be distributed at such time and in such manner as not to subject the Corporation to tax under Section 4942. D. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall 110t participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. 1 Notwithstanding anything to the contrary herein contained, no activity undertaken or carried on by the Corporation shall be such as is not permitted by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Internal Revenue Law of the United States). E. In the event of the dissolution or final liquidation of the Corporation, any and all of its assets which remain after payment and/or satisfaction of all proper claims and demands then existing against the Corporation shall be distributed to the Secretary of the Army to be supplied to the support of the U.S. Army War College. 2 EXHIBIT G Includes Governance Committee Changes of 1/13/08 AMENDED AND RESTATED BYLAWS OF THE ARMY WAR COLLEGE FOUNDATION, INe. Adopted XX July 2008 ARTICLE I - Purposes The purposes of the Corporation as stated in its Articles of Incorporation are: Section 1. To engage generally in charitable and educational endeavors and the fostering of fraternity among alumni of the US Army War College solely for the benefit of the U.S. Army War College and its respective purposes and programs, to solicit, receive, administer, and donate funds and property which will supplement and further the traditions and capabilities of this institution; to purchase, receive, take by grant, gift, devise, bequest or otherwise, lease or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of its property and assets, or any interest therein, wherever situated, to these purposes, to publish and distribute and enter into contracts for publishing and distributing books, pamphlets, and papers relating to and furthering the purposes of the corporation for the benefit of the U.S. Army War College, and to have all the powers conferred upon corporations not organized for profit under the provisions of the Nonprofit Corporation Law of the Commonwealth of Pennsylvania. Section 2. The Corporation is organized exclusively for the tax exempt purpose of fostering, promoting, and carrying on certain charitable, educational and fraternal objectives and for any other exempt activities as permitted under Section 50l(c)(3) of the Internal Revenue Code or the corresponding section of any future Internal Revenue Law of the United States, both directly and by the application of assets or income distributions to organizations that qualify as exempt under Section 50l(c)(3) of the Internal Revenue Code or the corresponding section of any future Internal Revenue Law of the United States. Section 3. No part of the net earnings of the Corporation shall inure to the benefit of any individual and no member, director, officer, or employee of the Corporation shall receive any pecuniary benefits of any kind except as reasonable compensation for services in effecting the corporate purposes. In accordance with Section 508(e), the Corporation shall not engage in any act of self-dealing (as defined in Section 4941(d)); shall not retain any excess business holdings (as defined in Section 4943(c)); shall not make any taxable expenditures (as defined in Section 4945(d)). Income for each taxable year shall be distributed at such time and in such manner as not to subj ect the Corporation to tax under Section 4942. Section 4. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Corporation shall not participate or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding anything to the contrary herein contained, no activity undertaken or carried on by the Corporation shall be such as is not permitted by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Internal Revenue Law of the United States). Section 5. In the event of the dissolution or final liquidation of the Corporation, any and all of its assets which remain after payment and/or satisfaction of all proper claims and demands then existing against the Corporation shall be distributed to the Secretary of the Army to be supplied to the support of the U.S. Army War College. ARTICLE II - Office The Corporation shall have an office at Carlisle Barracks, Pennsylvania, until otherwise determined by the Board of Trustees, hereinafter referred to as the Board. ARTICLE III - Corporate Seal The corporate seal of the corporation shall consist of two concentric circles, within which shall be the name of the corporation, and in the center shall be inscribed the year of its incorporation and the words, "Corporate Seal, Pennsylvania." ARTICLE IV - Constituents Constituency in the Corporation is open to individuals, corporations, and other organizations interested in the objectives for which the foundation was incorporated. The Board of Trustees may establish classes of constituents such as "associate," "contributing," "sustaining," "life," "corporate," "graduate," etc., to encourage and recognize contributions to and support of the objective of the Corporation. Constituency in the organization is open to all individuals regardless of race, color, creed, sex or national origin. ARTICLE V - Board of Trustees Section 1. The Corporation shall have a Board of Trustees consisting of not less than 12 (twelve) nor more than 24 (twenty-four) voting persons. A minimum of 30 percent (30%) of the voting members of The Board of Trustees shall be graduates of the US Army War College. In meeting this minimum percentage, a good faith effort will be made to include as many different categories of graduates (e.g. resident, distance education, National Guard, Reserves, civilians, and other services) as possible. The Board of Trustees shall include the President and the Vice President. The Commandant of the US Army War College shall be included on the Board in an "ex officio," non-voting capacity Section 2. Trustees other than the Graduate Trustee shall be elected by the serving trustees to serve for a term of three years. Trustees other than the President and Vice President will not serve more than two consecutive terms. The President and Vice President may continue to serve as long as they are re-elected to their respective offices. At the end of a Trustee's term, the President shall offer at his discretion the status of member emeritus to former Board members (other than to Graduate Trustees) who shall not have voting rights. Section 3. Serving trustees shall annually elect a trustee who is a graduate of the US Army War College representing the 5-year anniversary class of the War College (the "Graduate Trustee"). Each Graduate Trustee shall serve until such Graduate Trustee's successor is elected and qualified or until such Graduate Trustee's earlier resignation or removal. Efforts shall be made to elect the Graduate Trustee from a non-active duty and non-federal government employment status. The Graduate Trustee shall be a voting member if not on active duty or in federal government employment, otherwise the Graduate Trustee shall be a liaison and non-voting member. Section 4. The control and management of the affairs, funds, and other property of the Corporation shall be vested in the Board of Trustees. Section 5. Regular meetings of the Board may be held at such place or places within or without the Commonwealth of Pennsylvania as the Board may from time to time designate. The Board may also function by electronic means vote in accordance with Section 7 below. Section 6. Special meetings of the Board may be called at any time by the President or upon written application to the President by five members to be held at Carlisle Barracks, Pennsylvania, or such other place within or without the Commonwealth of Pennsylvania as the Board may from time to time designate. Special meetings may also be called at any time by any five members in writing or by electronic means. "Electronic means" is defined as communication bye-mail, fax, telephone, teleconference, video teleconference, telegram, cable or radiogram. Special meetings of the Board of Trustees may be held upon notice by letter, delivered for transmission, not later than the third day immediately preceding the day for such meeting, verbally, or by electronic means, received not later than during the second day immediately preceding the day for such meeting Notice of any meeting of the Board of Trustees may be waived in writing signed by the person or persons entitled to such notice, whether before or after the time of such meeting, and shall be equivalent to the giving of such notice. Attendance or voting of a Trustee at such meeting shall constitute a waiver of notice thereof, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business, because such meeting is not lawfully convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Trustees need be specified in the notice, or waiver of notice, of such meeting. Section 7. Any number of Trustees, but not less than eight, then constituting seventy- five percent (75%) of the members of the Board in office, shall be necessary at all meetings to constitute a quorum for the transaction of business at special meetings. Any number of Trustees, but not less than eight, then constituting seventy-five percent (75%) of the members of the Board in office members shall constitute a telephone vote quorum; but less than a quorum may adjourn any meeting to a subsequent date and without further notice the meeting may be held on that date provided a quorum then be present. Signed proxies may be given up by any member of the Board to the President or any other member of the Board for the purpose of representing and voting for the member on any matter necessary for the corporation, excluding voting for the election of officers and Board members. Section 8. The affirmative vote of at least seventy-five percent (75%) of the trustees present at a meeting where a quorum exists shall be required to (i) amend, alter or to repeal, or to adopt any provision inconsistent with, the Articles of Incorporation of the Corporation; (ii) amend, alter or to repeal, or to adopt any provision inconsistent with, the Bylaws of the Corporation; (iii) approve any merger, consolidation, conversion, voluntary dissolution or reorganization of the Corporation; (iv) sell, mortgage, lease away or otherwise dispose of any real property owned by the Corporation; (v) adopt, amend or alter the operating budget of the Corporation. Section 9. The Commandant of the Army War College shall be requested to appoint from its faculty two liaisons to the Army War College Foundation Board of Trustees. The liaisons shall assist and advise the President and the Executive Director of Administration of the Army War College Foundation on matters related to the purpose of the Army War College Foundation in its endeavors to further the traditions and capabilities of the Army War College and its purposes and programs. When the need for appointment of a facility liaison arises, the President will submit to the Commandant of the Army War College a letter with names of those recommended for service as liaison. Recommendations shall be submitted upon expiration of a liaison's term, upon the transfer of a liaison from duty as a member of the Army War College faculty, or upon any other occasion when a liaison is no longer able to continue serving as liaison. The usual term of service for a liaison will begin at the commencement of an academic year in August, and will conclude after three years at the close of an academic year in July. ARTICLE VI - Executive Committee Section 1. The Executive Committee of the Board of Trustees shall consist of the President, the Vice President, the Chair of each of the Finance and Audit, Legal, Development, Investment and Alumni Affairs Committees, and, at the discretion of the President, one at-large member of the Board of Trustees. Section 2. The Executive Committee will meet at the call of the President or Vice President and shall have such other powers and duties as may be prescribed from time to time by the Board. The Executive Board shall not have authority to act on behalf of the Board of Trustees unless directed by vote of the Board of Trustees for a specific purpose(s). Section 3. Any number constituting a majority of the serving members of the Executive Committee shall be necessary at all meetings of the Executive Committee to constitute a quorum for the transaction of business. ARTICLE VII - Other Committees Section 1. Nominating Committee: The President shall appoint a Nominating Committee of at least three Trustees, at least one of which is an alumnus of the US Army War College, to recommend candidates for vacancies, if any, to the Board of Trustees incident to the expiration of term of office or for any other reason. Section 2. Finance and Audit Committee: The President shall appoint a Finance and Audit Committee to consist of such number of Trustees as the President may determine advisable, to have such duties and perform such functions as the President, with the consent of the Board, may deem appropriate. Section 3. Investment Committee: The President shall appoint an Investment Committee to consist of such number of Trustees as the President may determine advisable, to develop investment policies for Board approval, to monitor and oversee all investments, and to report to the Board, at regularly scheduled meetings or as requested by the Board, the status of investments. Section 4. Legal Committee: The President shall appoint a Legal Committee to consist of such number of Trustees as the President may determine advisable, to advise the Board on any legal issues pertaining to the Corporation and to report to the Board, at regularly scheduled meetings or as requested by the Board, regarding legal issues pertaining to the Corporation. Section 5. Development Committee: The President shall appoint a Development Committee to consist of such number of Trustees as the President may determine advisable, to advise the Executive Director for Development and the Board in the area of fundraising and to report to the Board, at regularly scheduled meetings or as requested by the Board, regarding fundraising issues pertaining to the Corporation. Section 6. Alumni Affairs Committee: The President shall appoint an Alumni Affairs Committee to consist of such number of Trustees as the President may determine advisable, to advise the Board on any alumni issues pertaining to the Corporation and to report to the Board, at regularly scheduled meetings or as requested by the Board, regarding alumni issues pertaining to the Corporation. Section 7. The Board may establish such other committees, as it shall, from time to time, consider appropriate. Section 8. The President and Vice President of the Corporation shall serve as voting members ex officio on all committees appointed by the Corporation. ARTICLE VIII - Officers Section 1. A. Officers. The Officers of the Corporation shall consist of a President, Vice President, Secretary, Assistant Secretary, Treasurer, and Assistant Treasurer and such other officers as may be determined by the Board. The President and Vice President shall be elected by the Board at an annual meeting and shall take office at the close of such meeting. In the event of the absence, incapacitation, death, removal, or resignation of the President, the Vice President shall preside at meetings and act in the stead of the President until a successor is elected. In the event of the absence, incapacitation, death, removal, or resignation of the President and the Vice President, the senior member of the Board shall preside at meetings and act in the stead of the President until a successor is elected. B. President. The President shall be the chief executive officer of the Corporation with all the powers and duties usually appertaining to such office and shall preside at meetings of the Corporation and of the Board. He shall see that all orders and resolutions of the Board are carried into effect. C. Vice President. The Vice President shall assist the President with all the powers and duties usually appertaining to such office and shall preside in the absence of the President. D. Secretary. The Secretary shall be the Executive Director for Operations. The Secretary shall, under the direction of the President, issue notices for all meetings except that notice for a special meeting of the Board called at the request of five Trustees. He shall keep minutes of all meetings and shall have charge of the seal and the corporate books. E. Assistant Secretary. The Assistant Secretary shall be the Executive Director for Development and perform the duties of Secretary in his absence. F. Treasurer. The Treasurer shall be the Executive Director for Development. The Treasurer shall, under the direction of the President, have the custody of all moneys and securities of the Corporation and shall keep regular books of account. The Treasurer shall render to the Board from time to time as may be required of him an account of all transactions and of the financial condition of the Corporation. . G. Assistant Treasurer. The Assistant Treasurer shall be the Executive Director for Operations and perform the duties of the Treasurer in his absence. Section 2. Officers shall serve for three years or until their successors take office. Any officer may be removed from office by the Board, in its sole discretion, at any duly constituted meeting, on the affirmative vote of a majority of the members of the Board then in office. Section 3. In the event of the death, resignation or removal of an officer before the expiration of his term of office, or if a vacancy occurs in any office for any reason, the Board may at any regular or special session elect a successor who shall hold office for the unexpired term. Section 4. The officers shall perform such duties as may be assigned to them from time to time by the Board in addition to those set forth in these Bylaws. ARTICLE IX - Executive Director for Operations, Executive Director for Development, and Director of Alumni Affairs Section 1. The Executive Director for Operations, subject to the approval of the President, shall generally supervise and direct the affairs of the Corporation. He shall have such other powers and duties as may be prescribed from time to time by the Board. Section 2. The Executive Director for Development, subject to the approval of the President, shall generally direct the fund raising affairs of the Corporation. He shall have such other powers and duties as may be prescribed from time to time by the Board. Section 3. The Director of Alumni Affairs, subject to the approval ofthe President, shall generally supervise and direct the activities of the Alumni Affairs Branch of the Corporation. ARTICLE X - Financial Matters Section 1. The accounts of the Corporation shall be audited at least annually in such manner as the Board may direct. Section 2. Moneys of the Corporation may be invested in such financial instruments as are approved by the Board of Trustees. These moneys can be drawn out only by checks signed by the President and/or the Executive Director for Operations or by a person designated in these by-laws to act in the stead of the President and Executive Director for Operations. Any check for $10,000 or more shall require co-signatures of two of the following: President, Executive Director for Operations, or Executive Director for Development. .. Section 3. The President or the Executive Director for Operations may draw checks for $10,000 or less over the approved annual budget on the signature of either in anyone academic year in the aggregate; any amount over $10,000 in the aggregate requires Board approval. In addition to expenditures authorized by the Board in annual support to the college, the President or the Executive Director for Operations may draw checks for funds authorized in annual support to the college, but no longer needed by the College for the purpose intended, provided they are requested in writing by the Commandant of the U.S. Army War College for another purpose and approved by the President in writing and do not exceed the annual support previously approved by the board. ARTICLE XI- Acceptance of Gifts Section 1. Except as provided below, the Board of Trustees shall have the sole authority to accept and to reject offers of gifts, in furtherance of the purposes of the Corporation Section 2. The President of the Corporation, or a member of the Board of Trustees appointed by him, or the Executive Director for Development, is delegated authority to accept and to reject offers of gifts. Section 3. All officers and employees of the Corporation are prohibited from giving to donors or prospective donors any appraisal of any property that may be offered to or accepted by the Corporation ARTICLE XII- Amendments The amendment or repeal of these bylaws or any of them may be made by the Board of Trustees at any regular or special meeting upon the affirmative vote of seventy-five percent of the members of the Board then in office, provided that notice of any such proposed amendment or repeal has been given in writing to each member at least ten days prior to said meeting. .. .. . <# Section 2. Five members of the Board of Trustees shall constitute a quorum and, provided a quorum is in attendance, action of the Board shall be by a majority vote of the total members present. Section 3. At least once annually a meeting of Association members shall be held at such time and in such manner as the Board of Trustees shall direct. ARTICLE VII: DUES AND ASSESSMENTS A membership fee as determined by the Board of Trustees shall be paid with application for membership in the Association to: Alumni Association of the U.S. Army War College. The Board of Trustees shall approve the dues. The Executive Secretary/Treasurer has the authority to establish dues payment plans. Dues will not be refunded upon the death of a member. ARTICLE VIII: PECUNIARY LIABILITY As the Association is a private association within the meaning of the provisions of Army Regulation 210-1, it is not a non-appropriated fund instrumentality nor is there an official relationship between its activities and those of DOD personnel who are members and/or participants. Obligations created by those properly acting within delegated authority on behalf of the Association, or purporting so to act, shall be solely and exclusively the obligations of the Association and neither primarily or secondarily the obligation, debt, or burden of any other association, company, or organization, nor of any person in his individual capacity acting singly or in conjunction with others. A copy of this Constitution and Bylaws shall be available at all times in the building constituting the Association's principal place of business. All companies, organizations, and individuals with whom the Association transacts business shall take strict and careful notice of the provisions of this Article. ARTICLE IX: AMENDMENTS This Constitution may be altered or amended by the Board of Trustees; the attendance and voting standards set forth in Section 2, Article VI, being applicable for such pu rpose. ARTICLE X: DISSOLUTION Upon discontinuance or dissolution of the Association, all of its assets shall be liquidated and the proceeds thereof applied to the objectives contemplated hereby or in such other manner as directed by the President which shall be in the best interests of the U.S. Army War College, but in no event will the proceeds be used for a purpose not exempt under Section 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law). ARTICLE XI: ADOPTION This Constitution and Bylaws shall become effective upon adoption by an affirmative vote, meeting the attendance and voting standards set forth In Section 2, Article VI.