ARTICLES OF ASSOCIATION OF THE
TOMAHAWK STAFF ALUMNI ASSOCIATION
As amended February 28, 2012
To further common purposes, the undersigned founders agree to form an association under these Articles of Association:
The name of this Association shall be the TOMAHAWK ALUMNI ASSOCIATION.
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.
The purposes of this Association shall be as follows:
(1) To promote social activities for the members of the Association to support fellowship among former and current staff members and friends of Tomahawk Scout Reservation.
(2) To disseminate information about the members and 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.
(1) To be of service and support, financially and otherwise, to Tomahawk Scout Reservation and the Northern Star Council as deemed appropriate by the members.
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.
(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 dues and satisfy any other requirements imposed by the board of directors.
(2) Family Membership. The spouse of any member shall be eligible to become a member of the Association with all rights of membership provided that one of the couple pay dues and they both satisfy any other requirements imposed by the board of directors.
(3) Other Members. Other persons whom the board of directors determines by a majority vote have made a significant contribution to Tomahawk Scout Reservation shall be eligible to become members of the Association provided that they pay their 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.
(4) Voting by Members. Each active member, including each spouse in a family membership, shall be entitled to one vote in the affairs of the Association.
The dues required for membership shall be reviewed and set annually by the board of directors. The board of directors may establish special dues for certain categories of members.
The Association may also establish programs to allow its members to make additional donations to Tomahawk Scout Reservation and the Northern Star Council.
(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 approved by action of the board of directors and signed by 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.
(1) Annual Meeting. There shall be an annual meeting of the Association. 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 a president-elect and 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) Quorum. A majority of the board of directors and at least six additional association members shall constitute a quorum for conducting business at any meeting of the association.
BOARD OF DIRECTORS
(1) Governed by Board. The Association shall be governed by a board of directors. The board shall have twelve (12) members plus one ex officio member. The board of directors will consist of nine (9) elected directors, the president, president-elect and immediate past president plus the current Tomahawk Scout Reservation Director, ex officio. Terms of the president, president-elect and past president shall be one year. 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 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) 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.
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.
(2) Appointed Officers, Committees and Committee Chairs. Each year the president shall nominate and the board of directors shall appoint from the board a secretary, and a treasurer. There shall be a nominating committee for board vacancies. The board of directors may establish other committees and committee chairs as it deems appropriate.
(3) Nominating Committee. The nominating committee will be chaired by the outgoing president; its members will consist of the outgoing president the president-elect and the immediate past president.
Bylaws for the Association may be adopted and amended by a two-thirds majority vote of the members present at a duly called meeting of the members or by a majority vote of the board of directors.
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 majority vote of the board of directors.
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.
These Articles of Association are hereby ratified and adopted by the following founders of this Association to be effective as of the ___ day of ______.
James Frost, president
Myron Jacobson, president-elect
Hugh Gwin, secretary
Steve Flood, treasurer
Mark McCabe, ex officio
Amended by action of the Board of Directors February 28, 2012
Lawrence Moser, President James Frost, Secretary