AWON Bylaws

These are the Official and current Bylaws of the American WWII Orphans Network. Theywere originally created in November, 1996, amended November 8, 1997, amended November 25, 2001, amended May, 2014, and amended November, 2016.

Article I: Missions

Our mission is to locate and bring together sons and daughters of those who died or are missing as a result of American involvement in World War II, honor the service and sacrifice of our fathers and provide information and support to these people who were orphaned by the war.

Our activities include but are not limited to the following:

  1. To share our experience as war orphans and honor the memory of our fathers and their sacrifice.
  2. To collect and communicate information on accessing military records, World War II history, Network events and World War II events and associations of interest to our members.
  3. To promote opportunities for fellowship among ourmembers.
  4. To promote special projects and education consistent with the organization’s mission and goals.
  5. To communicate information on World War II history and its participants to the public through literature, seminars and speakers.
  6. To promote relationships with organizations whose purposes and goals are compatible* with our mission and goals.

Article II: Offices

The American WWII Orphans Network, Inc. (AWON) may have such office(s) at such place(s), both within and without the State of Washington, as the Board of Directors may determine or as the business of AWON shall from time to time require.

Article III: Origin and Purpose

AWON is a nonprofit, nonpolitical, humanitarian corporation organized pursuant to the laws of the State of Washington. The Corporation is organized and shall be operated at all times exclusively for such humanitarian, literary and educational purposes as are tax exempt within the definition of Section 501 (c) 3 of the Federal Internal Revenue Code or the corresponding provisions of any future United States Internal Revenue law.The fiscal year of AWON shall be the Calendar Year beginning January 1 and ending December 31.

Article IV: Membership

Membership Categories

Orphan Member

Any son or daughter of a member of the Armed Forces, Coast Guard or Merchant Marine who was killed, permanently listed as missing in action, or who died in the line of duty or later died of wounds or injuries sustained during World War II, is eligible to join as an Orphan Member of AWON.

Family Member

Any directly traceable relative of a member of the Armed Forces, Coast Guard or Merchant Marine who was killed, permanently listed as missing in action, or who died while on active duty or later died of wounds or injuries sustained during World War II, is eligible to join as a Family Member of AWON.

Associate Member

Any individual, including friends of those killed in World War II, others who wish to participate in AWON activities and groups or organizations with an interest in and compatibility with AWON’s purposes and goals are eligible to join as an Associate Member of AWON.

Membership Status

The membership year for AWON shall commence upon receipt and deposit of dues and expire one year from that date. In order to retain active member status, membership dues must be received by the expiration date.

Dues

The Board of Directors shall review and determine the dues structure and amounts annually. The dues structure shall always provide a means by which members who are unable to pay the basic membership dues may be sponsored by another individual or group who wishes to do so.

Voting and Membership Benefits

All Orphan, Family and Associate Members retaining active status and in good standingĀ are eligible to vote for members to serve on the Board of Directors, to access the members only section of the AWON website, to request a page of honor for a father or other family member who was killed in the war and to attend local, regional, and national meetings of AWON.

All Members in good standing shall be entitled to receive a subscription to the AWON newsletter and to attend local, regional, and national meetings ofAWON.

All Orphan and Family Members may elect to have information about themselves and their relatives shared with other members of AWON, if they so desire.

Article V: Organization and Governance

Board of Directors

  1. Ultimate authority and responsibility for the American WWII Orphans Networkisvested in the Board of Directors.
  2. The AWON Board of Directors shall consist of nine directors.
  3. Directors shall be elected by Orphan, Family and Associate Members holding Active Status and in good standing.
  4. Directors shall be elected in even Calendar Years and serve a term of two (2) years, and until their successor has been duly elected and qualified.
  5. Directors must be and maintain Active Status as Orphan or Family Member during their terms of office.
  6. The Board of Directors shall hold an annual meeting of the Board for the general membership at least once each Calendar Year at such place and such time as may serve AWON purposes. AWON general membership shall be notified at least thirty (30) days prior to the annual meeting. The membership need not be notified of other regular or special meetings of the Board.
  7. Any regular or special meeting of the Board of Directors may be held by teleconference.
  8. At any annual, regular or special meeting of the Board, Directors may vote on previously defined and published motions by written and signed proxy delivered to theSecretary.
  9. The Board of Directors shall be responsible for adopting the broad policy guidelines, mission statement, and operating policy statements; for drafting and voting an annual budget and operating plan; for adopting amendments to the Articles of Incorporation and Bylaws of AWON; and for filing any and all corporate documents required by the State ofWashington.
  10. The Board of Directors shall elect in even Calendar Years for a two (2) year term from among their number the following Officers: President, Vice President, Treasurer and Secretary.
  11. A Director may be removed from office for cause by two-thirds vote of all other Directors then in office at a duly called meeting of the Board. Written notice of the proposed removal shall be sent at least seven (7) days prior to the meeting.
  12. Vacancies occurring on the Board of Directors may be filled by an Orphan or Family Member qualified to perform a task currently performed by the vacating Director, or another task needed by the Board, by a majority vote of a quorum of the remaining Directors. Directors elected shall serve until the next election held in even Calendar Years.
  13. A Nominating Committee Chair will be chosen by the Board of Directors. The Chair will select the Nominating Committee, consisting of not less than three (3) nor more than five (5) Orphan or Family Members. This Committee shall have the duty of selecting a slate of qualified candidates for all Director positions. Orphan, Family and Associate Members shall receive notice of the slate of candidates not less than thirty (30) days prior to each election.
  14. The Editor of The Star newsletter shall be a member ex officio of the Board without voting privileges. Other ex officio members, without vote, may be appointed as the Board of Directors deems it appropriate or necessary.
    The current edition of Robert’s Rules of Order Newly Revised shall govern AWON in all cases to which they are applicable and in which they are not inconsistent with these Bylaws or any special rules of order now or later adopted.
  15. Equal opportunity is AWON policy. No employee of AWON or volunteer serving for or representing AWON shall discriminate against an applicant, employee, volunteer or member because of race, creed, color, religion, sex, sexual orientation, national origin, ancestry, age, or physical or mental disability.
  16. A simple majority of the Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of any business at a duly called meeting of theBoard of Directors. A smaller number may adjourn any such meeting.
  17. All Directors retaining active status and in good standing have voting privileges. Voting privileges do not extend to non-Director appointees to any standing or ad hoc committee nor to any Director sitting as an ex officio member of a committee.

Executive Committee

  1. The day-to-day operations of the organization are the responsibility of the Executive Committee.
  2. The Executive Committee shall consist of the President, Vice President, Treasurer, and Secretary as Officers of the Corporation.
  3. Officers shall serve for two years or until their successors have been elected.
  4. Authority for the expenditure of funds, according to the terms of the annual budget approved by the Board of Directors, shall lie with the ExecutiveCommittee.
  5. All actions of the Executive Committee shall be determined by the affirmative vote cast in person, in writing or electronically by a simple majority of theOfficers.
  6. Members of the Executive Committee shall serve at the pleasure of the Board of Directors.
  7. Vacancies occurring among Officers on the Executive Committee may be filled by a majority vote of a quorum of the Board of Directors.

Executive Director

The Executive Committee may appoint and delegate authority for the daily operations of the organization to an Executive Director.
The Executive Director shall at all times conduct himself or herself in accordance with the instructions of the Executive Committee and shall serve at the pleasure of the Executive Committee.

Founder

The Founder/President Emerita of AWON, Ann Bennett Mix, shall serve in perpetuity as a member of both the Board of Directors and the Executive Committee so long as she may wish, without recourse to reelection.

Article VI: Meetings

Annual General Meeting of the Board of Directors

The Board of Directors shall meet annually to review the financial condition of the organization, determine general policy and consider any other matters that shall come before it. All Active Status Orphan and Family Members shall be notified in writing of the date, time, and location of the meeting of the Board of Directors at least thirty (30) days prior to the date selected for the meeting.

Regular Meetings

The Board of Directors will annually establish or confirm the regular meeting schedule for Board meetings for the current and following year.

Special Meetings

Special meetings of the Board of Directors may be called at any time upon obtaining an affirmative vote of a majority of the Board, and must be called upon the written request of a majority of the Executive Committee within thirty (30) days of the date of the request.

Article VII: Liabilities

Nothing in these Bylaws shall constitute members of the AWON organization as partners for any purpose. No member, officer, agent or employee shall be liable for the acts or failure to act of any other member, officer, agent or employee of the organization. Nor shall any member, officer, agent or employee be liable for his or her acts or failure to act under these Bylaws, excepting only acts or omissions arising out of his or her willful malfeasance.

Article VIII: Amendments

Amendments to the Bylaws

The Board of Directors of AWON shall have the sole power to amend, alter or repeal and replace these Bylaws upon attaining the affirmative vote of a two-thirds majority of the total number of Directors then in office.

Amendments to the Articles of Incorporation

The Board of Directors of this Corporation shall have the right to amend, alter, change or repeal any provisions contained in the Articles of Incorporation in any manner now or hereafter permitted or prescribed by statute, upon attaining the affirmative vote of a two-thirds majority of the total number of Directors then in office.

Article IX: Executive Handbook

The Executive Handbook is recognized as an official document of AWON consisting of the AWON Articles of Incorporation, Bylaws, Policies and Operating Procedures.


Revised November 2016

Board Checklist:

  1. Elect Board Officers in January of even Calendar Years for two year term
  2. Conduct election for Board members in even Calendar Years for two year term
  3. Review and determine the dues structure and amounts annually
  4. Adopt an annual budget and operating plan annually