BY-LAWS

of the

10th SECURITY POLICE ASSOCIATION

A. Article I - Governing Laws
Section 1. Name and Location.
This organization shall be known as The 10th Security Police Association.
The 10th Security Police Association or, the “10th SPA” or the “Association” as it may be referenced for purposes of convenience, shall be organized pursuant to the laws of the State of Louisiana where it was chartered and so licensed, and governed by the laws of the State of Louisiana and the laws of the United States of America where applicable.

Section 2. Introductory Definition of Bylaws.
Bylaws constitute the code of rules adopted by the 10th Security Police Association for the regulation and management of its affairs.

Section 3. Purposes and Powers.
The 10th Security Police Association exists:

a. to promote and foster comradeship and friendship derived from the membership’s service to the United States of America with the United States Air Force;

b. to provide opportunities for members to maintain and strengthen bonds and renew friendships through reunions and public media exchanges;

c. to preserve and promote the history of the 10th Air Police Squadron, the 10th Security Police Squadron and the 10th Security Forces Squadron for ourselves and our posterity;

d. to sustain the ideals of duty, honor and country; and

e. to be bound to the faithful promise that the Association and its members will be an eternal Guardian of Freedom and Justice, the Sword and Shield of our Nation, the Sentry, Avenger and Defender of the United States of America.

The 10th Security Police Association is organized exclusively for fraternal purposes, as a veteran organization, and its activities shall be conducted in such a manner so as not to benefit any private individual; no part of the income of the Association shall be distributed to it’s members or officers, provided, however, that the payment of reasonable compensation for services rendered shall not be deemed a distribution of income; no substantial part of the activities of the Association shall consist of carrying on propaganda or otherwise attempting to influence legislation. The Association shall not participate in (including the publication or distribution of statements), any political campaign on behalf of any candidate for public office.

Nothing herein shall be construed to prohibit the Association from
addressing issues or allowing invited guests to address issues that may
effect the political welfare of the United States of America, a foreign
government, or any state or city of the United States.

The Association shall have its principle place of business in Louisiana. As such, the Association shall possess all powers which veteran organizations in the State of Louisiana shall possess; including all powers which are not in conflict with the aforementioned purposes for which the Association is organized, including, but not limited to, the power to purchase, take, receive, lease as lessee or lessor, take by gift, devise or bequest or otherwise acquire, own, hold, use, invest in and otherwise deal in and with any real or personal property or any interest therein situated in or out of the State of Louisiana; to sell, convey, pledge, mortgage, assign and otherwise transfer or dispose of all or any part of its property and assets; to guaranty the debts or obligations of not-for-profit organizations which are exempt or eligible for exemption under the Internal Revenue Code, or any subsequent law of the United States of America, provided such grant is consistent with the purpose of the organization; from time to time to use, distribute, contribute, expend, donate, apply and appropriate all of its property and assets, and all proceeds and avails thereof, and income and profit derived therefrom, exclusively for charitable, educational, scholastic or scientific purposes; provide, however, the organization shall not engage in any business which would disqualify it from being exempt from taxation under the Internal Revenue code, or any subsequent law of the United States of America.

Notwithstanding the foregoing provisions and the organization’s principle place of business being located in the State of Louisiana, the 10th Security Police Association shall not in any way be encumbered or excluded from conducting any of its business or holding property in any locale as may be
from time-to-time determined by necessity, or as may be determined by the Membership.

In the event of the dissolution or liquidation of the 10th Security Police Association, and after payment of just debts and liabilities, all remaining assets shall be distributed to any such successor organization or otherwise distributed in whole or in part to another organization operating as a not-for-profit association or foundation and for exempt purposes within the meaning and definitions of 501 or other tax exemption provisions of the Internal Revenue Code, or the corresponding section of any future federal tax code, and if not then to such organization or organizations then qualifying as an exempt organization under the Internal Revenue Code.

Anything herein contained to the contrary notwithstanding, no assets of the organization shall be donated, distributed, applied to, paid over or otherwise used or employed in any manner in which would disqualify the organization from being exempt from taxation under the Internal Revenue Code, or any subsequent law of the United States of America.

B. Article II - Membership and Voting
Section 1. Members.
There shall be three (3) classes of members as defined herein, “Regular
Members,” “Associate Members” and “Honorary Members.”

A. Regular Members shall be defined as those military members - active duty, retired or former squadron members - who served with the 10th Air Police Squadron based at Spangdahlem Air Base, Germany, the 10th Air Police and 10th Security Police Squadron based at Royal Air Force Station, Alconbury, United Kingdom, and the 10th Security Forces Squadron based at the United States Air Force Academy, Colorado Springs, Colorado.

B. Associate Members shall be defined as widows or widowers of deceased Regular Members who either did, or would have qualified for membership as a Regular Member.

C. Honorary Members shall be defined as those distinguished individuals who had some notable association with the 10th Air Police Squadron, the 10th Security Police Squadron or the 10th Security Forces Squadron who do not qualify under any other category for membership in the Association.

As an example, Honorary Membership status in the Association might be extended to a former or current Wing or Base Commander, military or civilian personnel, or other person, who is deemed to have contributed to the tradition and heritage of the 10th Air Police Squadron, the 10th Security Police Squadron or the 10th Security Force Squadron - or - any person deemed affiliated with these squadrons because of relations with or of a former squadron member.

Honorary Members shall be approved with such standing by a majority vote of the Association Officers at any reunion of the Association, or at a Regular Meeting of the Association.

Section 2. Voting.

The right to vote on issues coming before the Association shall be extended only to Regular Members as that phrase is defined herein.

C. Article III - Reunions and Association Meetings
Section 1. Reunions and Reunion Business Meetings.

Reunions and Reunion Business Meetings shall normally be held once every two years at a location to be determined by the Reunion Steering Committee.

The general location of Reunions shall be determined as an element of the agenda for the Reunion Business Meeting.

The specific location and scheduling for Reunions shall be established by the Reunion Steering Committee.

Section 2. Association Meetings.

Association Meetings shall be conducted on a quarterly basis. Meetings will be opened on the second Saturday of each quarter and concluded on the following (third) Saturday. Meetings shall be conducted on and from the “Forum Page” of the 10th Security Police Association web site. Each Association Meeting will be called to order at 10:00 a.m., Central Time (11:00 a.m. Eastern Time - 9:00 a.m. Rocky Mountain Time - 8:00 a.m Pacific Time, respectively.)

“Quarters” shall run on the “calendar year” beginning January 1st. Thus, the First Quarter shall encompass the months of January, February and March. The Second Quarter shall be April, May and June. The Third Quarter shall be July, August and September, and the Fourth Quarter, October, November and December.

Association Meetings shall conclude at the designated times as aforementioned.

A Report of each Association Meeting shall be formalized by the Secretary and maintained in the permanent records of the organization.

Section 3. Special Association Meetings.

Special meetings of the Association may be called as necessary by a majority vote of the Association Officers.

Appropriate reasonable notice shall be forwarded to the Association's Membership of the Meeting. That notice shall contain the issue(s), point(s) or topic(s) of discussion, the date and time of the call to order, the concluding date and time, and the medium to be used in conducting the Special Association Meeting.

Any and all such special meetings shall be limited to a specific issue(s) or point(s) of business identified in the written notice of the meeting.

Section 4. Officer Presiding.

The President of the Association shall normally preside over all Association meetings. In his absence, the Vice President of the Association shall preside. In the absence of both the President and Vice President, then the Secretary shall preside over the meeting.

Reunion Business Meetings and all Association Meetings shall be governed by the procedures established and recognized in Robert’s Rules of Order, the Association’s Constitution and the Association’s Bylaws. Where conflict in order or procedure arises, the Association’s Bylaws shall govern.

Section 5. Sergeant-at-Arms

The Association shall have a Sergeant-at-Arms. The Sergeant-at- Arms shall be elected by a majority vote of the Regular Members of the Association. The Sergeant-at-Arms shall monitor the Association Meetings, Reunion Meetings as well as any Special Association Meetings, and shall be vested with the authority to maintain order and decorum during said meetings.

Section 6. Quorums and Voting.

A quorum for Association Meetings shall consist of those voting members present after proper notification of the meeting has been given. There will be no proxies, and all votes shall be recorded as “comments” on the Forum Page of the Association’s web site.

Only Regular Members shall be entitled to vote on issues coming before the Association.

D. Article IV - The Executive Committee

Section 1. Establishment Clause:

There shall be organized within the 10th Security Police Association, an Executive Committee comprised of the following:

a. A President;

b. A Vice President;

c. A Secretary;

d. A Treasurer; and

e. A Board of Directors.

Section 2. President.

The President shall be the Chief Executive Officer of the 10th Security Police Association. The President shall prepare the agenda and preside at all meetings of the Executive Committee, the Reunion Business Meetings, and all Association Meetings whether they be regular or specially called meetings. The President shall, with the advice and consent of the Vice President, Secretary and Treasurer, appoint the Board of Directors, and Chairpersons of all standing committees and those committees that may be created but not specifically provided for within the parameters of the Bylaws.

In addition, the President shall be an ad hoc member of each committee whether specifically created by the Bylaws or created as a matter of course within the Association.

Section 3. Vice President.

The Vice President shall preside at the meetings of the Executive Committee, the Reunion Business Meetings, and all Association Meetings whether they be regular or specially called meetings, in the absence of the President.

The Vice President shall be first in line of succession to the President, and, as such, shall assume the duties of President should the President be unable or unwilling to complete his or her term of office.

Section 4. Secretary.

The Secretary shall keep the Minutes of all meetings of the Executive Committee, the Reunion Business Meetings, and all Association Meetings whether they be regular or specially called meetings.

The Secretary shall be responsible for preparing, maintaining and safeguarding all of the Association’s records, files, lists, and documents regardless of their medium of expression or storage medium.

The Secretary shall be second in line of succession to the President.

Section 5. Treasurer.

The Treasurer shall maintain, safeguard and account for the funds of the Association. In so doing, the Treasurer shall have the authority to open bank accounts in the name of the Association, to provide for savings and or checking where appropriate, write drafts, transfer funds, or undertake financial actions on behalf of the Association that are in the best interests of the organization.

Section 6. Board of Directors.

Refer to Articles of Incorporation, ARTICLE 8.

E. Article V - Election of Officers
Section 1. Officers.

The offices of President, Vice President, Secretary, Treasurer and any office designated by the Officers are not indicative of any hierarchy, position of prominence, status or stature. Each officer stands on equal footing, organizationally, regardless of any office they may hold. No one officer shall speak for the Officers, Board of Directors, Committees or the Association as a whole, or otherwise dictate policy unilaterally.

Section 2. Removal of officers.

Any officer may be removed from that office by majority vote of the Regular Members whenever, in their judgment - and for cause, the best interests of the Association will be served. However, such removal will be without prejudice to any contract rights of the officer so removed.

Section 3. Indemnification (Protection from Loss).

Except as otherwise limited by law, the Association shall indemnify any and all of its officers, former officers, board of directors or former board of directors or their heirs, executors and administrators against expenses (including attorneys fees, judgments, fines and amounts paid in settlement) actually and necessarily incurred by them in connection with the defense or settlement of any action, suit, or proceeding in which they, or any of them are made parties or a party, by reason of being or having been officers or agents of the Association, except in relation to matters as to which any such officer or person shall be adjudged in such action, suit, or proceeding to be liable for willful misconduct in the performance of duty or actions taken not in good faith and to such matters as shall be settled by agreement predicated on the existence of such liability. The termination of any such action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent shall not, by itself, create a presumption that the person engaged in such willful, bad faith misconduct or in conduct in any way opposed to the best interests of the Association. The provisions of this section are severable, and therefore, if any of its provisions shall contravene or be invalidated under the laws of a particular state, county or jurisdiction, such contradiction or invalidity shall not invalidate the entire section, but it shall be construed as if not containing the particular provision or provisions held to be invalid in the particular state, county, or jurisdiction, and the remaining provisions shall be construed and enforced accordingly.

The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such officers and agents may be entitled.

Section 4. Officers shall be elected by the Regular Members of the Association and serve for a term of two years.

When a non-elected officer is serving in any elective vacancy e.g., President, Vice President, Secretary and or Treasurer, that office shall be filled at the next regularly scheduled membership meeting for a full term of service.

Section 5. Election of Officers will take place at the Association’s Reunion during the Reunion Business Meeting.

In anticipation of the upcoming Reunion and the attendant Business Meeting, the President shall appoint a Nominating Committee from the Regular Members of the Association at least three (3) months in advance of and Reunion and the Reunion Business Meeting when the terms for sitting officers will expire, or when vacancies exist in the composition of Officers.

A list of all candidates for office selected by the Nominating Committee shall be posted on the 10th Security Police Association web site at least thirty (30) days prior to the Reunion Business Meeting. In addition, the list of all candidates for office shall be posted or otherwise provided in writing to the attendees at the Reunion.

During the Reunion Business Meeting, nominees for office may be accepted from the floor and added to the ballot.

Section 6. The election of Association Officers shall be conducted by written ballot. The ballot shall be prepared by the Nominating Committee and shall set forth each name selected and submitted to the Membership. Nominations originating from the floor of the Reunion Business Meeting shall be added to the existing ballot in an area of the ballot designated accordingly.

A simple majority vote by the Association membership in attendance at the Reunion Business Meeting will be required for election of any officer. In the case of a tie, the candidates receiving the most votes will be submitted to the membership on a second and succeeding ballots if necessary.

Section 7. All Regular Members are eligible to hold elective offices.
There shall be no term limits on the tenure an officer may hold his or her office.

F. Article VI - Standing Committees

The 10th Security Police Association shall recognize and organize Standing Committees to assist in conducting business as the Association may deem necessary or fit. Initially, these Bylaws shall recognize the establishment of the following Standing Committees:

A. The Reunion Steering Committee;

B. The Search/Membership Committee; and

C. The 10th Security Forces Liaison Committee.

Section 1. The Reunion Steering Committee.

The Reunion Steering Committee shall be comprised of Regular Members of the Association to assist in the determination of the dates and locations of the Association’s Reunions.

The Reunion Steering Committee shall coordinate its activities and plans through the Officers and the Board of Directors.

Section 2. The Search/Membership Committee.

The Search/Membership Committee shall be comprised of Regular Members of the Association to assist in the search of former members of the 10th Air Police Squadron, the 10th Security Police
Squadron and the 10th Security Forces Squadron, or their familial relations.

The Committee shall nominate and elect a Chairperson who shall have the ultimate responsibility for maintaining, updating and safeguarding the Association’s membership rolls, as well as the responsibility to undertake to actively seek former members from the various eras of “the 10th.”

The Chairperson, in conjunction with the Committee, shall make updated membership rosters available to other officers of the
Association on a timely basis. Said rosters shall be provided to all current members at each reunion event.

In undertaking their duties, the Search/Membership Committee will be sensitive to the privacy considerations of each member and be attentive to the need for privacy and security in the information they possess and have with their control.

Membership information shall be used exclusively for purposes related solely to the Association. No member’s information shall be disseminated to anyone outside the Association for any reason. No information shall be disseminated within the organization without the express permission and authorization of the member.

Section 3. 10th Security Forces Liaison Committee.

The 10th Security Force Liaison Committee shall be comprised of Regular Members of the 10th Security Police Association. The 10th Security Forces Liaison Committee shall be dedicated to maintaining active and open communications with members of the 10th Security Forces Squadron at the Air Force Academy.

Among other things, the Liaison Committee shall undertake efforts to determine the needs of particular members of the organization that might arise due to the United States’ ongoing efforts to minimize and eliminate terrorism and terrorist activities in the United States and around the world.

In addition, the Committee shall undertake efforts to promote good will between the Association and members of the Security Forces Squadron, promote and encourage membership in the Association from members and former members of the Security Forces Squadron, assimilate members into the Association, coordinate events, media exchanges, and update the history of The 10th from the records of the Security Forces Squadron.

The 10th Security Police Association shall have an “Association Chaplain.” The Association Chaplain shall be elected by the Regular Members of the Association, and shall be a member of, and work in conjunction with the 10th Security Forces Liaison Committee. The Association Chaplain shall provide Spiritual counsel, leadership and guidance to the Association, the Liaison Committee and others from whom such counsel, leadership and guidance may benefit.

The Committee shall report to and coordinate efforts with the Association’s Secretary.

G. Article VII - Membership Dues and Association Finances

The 10th Security Police Association shall assess dues to provide
financial support to the organization.

Section 1. The Association shall assess dues from its Regular Members. Initial dues, upon application for membership in the 10th Security Police Association will be $10.00 annually.

Section 2. Membership renewals are due and payable not later than January 31 of each year.

New members who join and pay their initial dues assessment of $10.00 after September 30th of the year in which they join are exempt from the annual dues assessment the calendar year following their initial membership enrollment.

Section 3. The Treasurer shall undertake to maintain and account for dues received.

Section 4. The Officers and Board of Directors shall establish policies and procedures addressing the expenditure of Association funds.

The Treasurer shall maintain an accounting of each expenditure to include the amount of the expenditure and the purpose for which the expenditure was made. Each expenditure shall be accompanied by an invoice, bill or other record to evidence the authorized payment or obligation of the Association. The record of expenditures shall be maintained for a period of at least seven (7) years on a roll-off basis.

Section 5. The Treasurer’s financial records shall be available and open for inspection during each Reunion, and upon written request in accordance with the applicable provisions of the Internal Revenue Code governing non-profit, not-for-profit or tax-exempt organizations.

An audit of the Treasurer’s records shall be accomplished by qualified personnel upon a change of the Treasurer, or at such other times as the President and or Board of Directors shall determine prudent.

Section 6. Dues shall not be assessed from Associate Members and Honorary Members.

Section 7. Financial donations to the Association are encouraged and welcome.

H. Article VIII - 10th SPA Logo

The 10th Security Police Association shall have a designated “logo” or “mark.” The 10th SPA logo shall be distinctive in design as set forth below.

A Knight or Spartan, centered in the foreground, within concentric circles, facing the observer, silver in color, regaled in full armor, standing erect and grasping with both hands, centered on the body, a battle sword with point extending downward.

Within the parameters of the concentric circles, the background behind the Knight or Spartan is of a dark blue field of color located in the upper half portion of the logo and a dark red field of color located in the lower portion of the logo. The dark blue and dark red fields are separated by a distinct ornamental design which is silver in color and similar to the shape and design of a castle’s crenallations.

The two concentric circles are positioned outside the blue and red fields as described above and form a border on the outer rim of the design. In the upper portion of the border’s margins positioned in between the two concentric circles and above the Spartan’s head are the inscribed words: “10th Security Police Association.” In the border’s margin at the bottom of the logo adjacent to the Spartan’s feet are inscribed the words: “Having Served and Protected.” The inscriptions rest in a dark blue field of the border, are inscribed in a silver color and are separated by silver-colored stars equilaterally positioned at the midpoint of the logo and at the midpoint of the Spartan - one star to his right and one to his left.

This logo or mark shall be the property of the 10th Security Police Association and shall be recognized as the official emblem of the 10th Security Police Association. This logo or mark shall be used to adorn banners, correspondence, mailings, mastheads and such other objects and things as may from time-to-time be officially sanctioned by the 10th Security Police Association.

I. ARTICLE IX – Association Chapters

The Officers of the 10th Security Police Association may, upon the advice and consent of the Board of Directors, establish Chapters or create Charters within the Association.  Chapters and or Charters may be created for the inclusion and broadening of the Membership of the 10th SPA, or for such other purposes as may be determined or warranted in the discretion of the Officers for the overall benefit of the organization.

J. Article X - Amendment of Bylaws

These Bylaws may be rescinded or amended by a majority vote of the Regular Members present at any meeting called for that purpose, or by a recommendation of the majority of the Executive Committee of the Officers and Board of Directors, or a properly presented motion from the floor during a Reunion Business Meeting.

K. Article XI - Effect
Upon adoption of these Bylaws by a majority of those members present and voting at the August, 2007 Association Meeting they shall become effective on the 11th day of August, 2007.

Adopted: AUGUST 2007.

Amended: OCTOBER 2007.

Amended: MAY 2010