ARTICLES OF ASSOCIATION OF THE
TOMAHAWK STAFF ALUMNI ASSOCIATION
To further common purposes, the undersigned founders agree to form an association under these Articles of Association:
ARTICLE 1
NAME
The name of this Association shall be the TOMAHAWK ALUMNI ASSOCIATION.
ARTICLE 2
PRINCIPAL OFFICE
The principal office of the Association shall be the Northern Star Council east office at 393 Marshall Ave in St. Paul, MN. The Association may have such other offices as may from time to time be designated by its board of directors.
ARTICLE 3
PURPOSES
The purposes of this Association shall be as follows:
(1) To promote social activities for the members of the Association so as to sponsor fellowship among former and current staff members and friends of Tomahawk Scout Reservation.
(2) To disseminate information about the members and Tomahawk Scout Reservation by means of such devices as mailing lists, newsletters and updates on Tomahawk Scout Reservation so to encourage communications between members and keep members informed about the current status of Tomahawk Scout Reservation and the Northern Star Council.
(3) To be of service and support, financially and otherwise, to Tomahawk Scout Reservation and the Northern Star Council as deemed appropriate by the members.
ARTICLE 4
POWER
The Association shall be an unincorporated association and shall be part of the Northern Star Council, Boy Scouts of America (“Northern Star Council”). The Association shall have all powers necessary to accomplish its purposes under these Articles.
ARTICLE 5
MEMBERSHIP
(1) Staff Members. All persons who have served or are serving on the staff of Tomahawk Scout Reservation shall be eligible to become members of the Association provided that they pay their lifetime membership or annual dues and satisfy any other requirements imposed by the board of directors.
(2) Other Members. Other persons, including campers, whom the board of directors determines by a majority vote have made a significant contribution to Tomahawk Scout Reservation and other St. Paul area Scout camps shall be eligible to become members of the Association provided that they pay their lifetime membership or annual dues and satisfy any other requirements imposed by the board of directors. The board may also select honorary lifetime members and waive dues and other requirements for such members.
(3) Voting by Members. Each active member shall be entitled to one vote in the affairs of the Association. Proxy voting is permitted.
ARTICLE 6
DUES/DONATIONS
The annual dues required for membership shall be determined annually by the board of directors. The board of directors may establish special dues for certain categories of members.
Dues are initially established at the rate of $15.00 per year. However, dues for current staff members of Tomahawk Scout Reservation are initially established at the rate of $5.00 per year.
The Association may also establish programs to allow its members to make special donations to Tomahawk Scout Reservation and the Northern Star Council.
ARTICLE 7
FINANCIAL MATTERS
(1) Association Funds. All dues, contributions, and other funds received by the Association will be deposited into the bank account of the Northern Star Council. The Association will receive periodical accounting reports from the Northern Star Council regarding its account balance.
(2) Expenditures. The Association will have the right to spend for its authorized purposes the entire amount in its account with the Northern Star Council, minus a reserve for its outstanding debts. To make any expenditure of such Association funds, a Northern Star Council check request must be signed by (a) the Association president or treasurer and (b) one of the authorized check request signers, preferably the Tomahawk Reservation Director, of the Northern Star Council. A check will then be issued by the Northern Star Council from the Association's account.
(3) Petty Cash Fund. The Association may establish a petty cash bank account. Such account may only be funded as set forth above in subparagraph (2) and its balance may never exceed five hundred dollars ($500). Checks from the petty cash bank account may be signed either by the president or treasurer.
ARTICLE 8
MEETINGS
(1) Annual Meeting. There shall be an annual meeting of the Association each December. The time and place of the meeting shall be determined by the board of directors. Notice of the meeting will be provided to all active members at least twenty (20) days before the meeting. Business at the meeting shall include the election of certain officers, election of members of the board of directors, and such other business as shall come before the meeting.
(2) Other Meetings. The board of directors may call such other meetings of the Association as it deems necessary provided at least seven (7) days notice of such meeting is given to the members.
(3) Quorums. A majority of the board shall be the quorum requirement for conducting business at any meeting of the Association. A quorum for action at board of directors meetings shall be at least one-half its members.
ARTICLE 9
BOARD OF DIRECTORS
(1) Governed by Board. The Association shall be governed by a board of directors. The board shall have eleven (11) members. The board of directors will consist of nine (9) elected directors, the president, and the president-elect, or eleven (11) directors in total. The terms of the elected board members will be three (3) years. The election of the elected board members will be staggered so that three (3) members will be elected each year. The current Tomahawk Scout Reservation Director will be an ex-officio member of the board of directors.
The Association will strive to have broad representation on the board of directors so that all eras of staff members will be represented on the board.
(2) Initial Board Members. The initial board of directors will be created with three one-year seats, three two-year seats, and three three-year seats to institute the staggered arrangement.
The initial board of directors will be as follows:
One-Year Terms
Two-Year Terms
Three-Year Terms
(3) Board Operating Procedures. A majority of the board shall be the quorum requirement for a board meeting. The board will act by a simple majority of the members present at a meeting. The board may fill vacant board positions and elected offices until the next annual meeting of the Association.
ARTICLE 10
OFFICERS AND COMMITTEES
(1) Elective Officers. The elective officers of this association shall be a president and president-elect. The president-elect shall be elected at the annual meeting. The president in any year shall be the person elected the president-elect in the previous year.
The initial president shall be James Frost and the initial president-elect shall be Myron Jacobson.
(2) Appointed Officers. Each year the president shall nominate and the board of directors shall appoint from the board a secretary, a treasurer, a vice president-social, a vice president-membership information, a vice president-service and support, and such other officers as the board deems appropriate.
(3) Committees. The Association will have the following standing committees:
Social Committee
Membership Committee
Service and Support Committee
Nominations Committee
Each of the first three above committees will be chaired by the vice president responsible for the particular committee's activities. For the first three committees, chairs shall be responsible for recruiting committee members from among the Association membership.
The Nominations Committee will be chaired by the outgoing president-elect and its members will consist of the outgoing president-elect and the three board members with one more year remaining on their board term.
The board of directors may establish such other committees and appoint committee chairs as it deems appropriate.
ARTICLE 11
BYLAWS
Bylaws for the Association may be adopted and amended by a majority vote of the members present at a duly called meeting of the members or by a majority vote of the board of directors.
ARTICLE 12
AMENDMENT OF ARTICLES
These Articles may be amended, in whole or in part, by a majority vote of the members present at a duly called meeting of the members or by a two-thirds vote of the board of directors.
ARTICLE 13
DISTRIBUTION OF PROPERTY ON DISSOLUTION
In the event of dissolution of this Association, its property shall be distributed to the Northern Star Council, Boy Scouts of America. |
