OPERATIONS AND PROCEDURES MANUAL

 

Approved by the Executive Committee 9/14/2017, the Board of Directors 9/15/2017, and the Convention Delegates 9/17/2017

 

TABLE OF CONTENTS

 

INTRODUCTION. iii

DISTRIBUTION. iii

CHANGES TO THIS MANUAL. iii

I.            DUTIES OF NATIONAL OFFICERS AND DIRECTORS.. 1

A.          CHAIRMAN OF THE BOARD.. 1

B.          VICE CHAIRMAN OF THE BOARD FOR FIELD OPERATIONS (VCoB-FO) 4

C.          VICE CHAIRMAN OF THE BOARD FOR AEROSPACE EDUCATION (VCoB-AE) 8

D.          SECRETARY. 11

E.          TREASURER. 12

F.          CHAPLAIN. 13

G.          PRESIDENT. 14

H.          DIRECTORS. 16

II.           DISCIPLINARY PROCEDURES.. 19

A.          STATE ORGANIZATION AND CHAPTER CHARTER SUSPENSION. 19

B.          ORIGINAL JURISDICTION. 20

C.          PROCEDURE. 21

D.          JUDGMENT. 22

E.          APPEALS BY MEMBERS. 22

F.          EXCEPTIONS. 23

III.         RESPONSIBILITIES OF THE BOARD OF DIRECTORS, EMPOWERED COUNCILS, AND COMMITTEES.. 24

A.          BOARD OF DIRECTORS. 24

B.          EXECUTIVE COMMITTEE. 25

C.          PRESIDENT SEARCH COMMITTEE. 26

D.          FIELD COUNCIL (FC) 26

E.          AEROSPACE EDUCATION COUNCIL (AEC) 27

F.          AUDIT COMMITTEE. 28

G.          DEVELOPMENT COMMITTEE. 30

H.          FINANCE COMMITTEE. 31

I.            CONSTITUTION COMMITTEE (When Formed) 31

J.           STRATEGIC PLANNING COMMITTEE. 32

K.          STRATEGIC OVERSIGHT COUNCIL. 33

L.           MEMBERSHIP COMMITTEE. 33

M.         NOMINATING COMMITTEE. 34

N.          AIR FORCE MEMORIAL ADVISORY COMMITTEE (AFMAC) 34

O.          FORCE CAPABILITIES ADVISORY GROUP. 35

P.          SENIOR LEADER ADVISORY GROUP (SLAG) 35

Q.          WOUNDED AIRMAN COMMITTEE (WAC) 36

R.          AWARDS COMMITTEE. 37

IV.        RESPONSIBILITIES OF ADVISORY COUNCILS.. 38

A.          AIR FORCE RESERVE ADVISORY COUNCIL. 38

B.          AIR NATIONAL GUARD ADVISORY COUNCIL. 38

C.          CIVILIAN ADVISORY COUNCIL. 39

D.          ENLISTED ADVISORY COUNCIL. 39

E.          COMPANY GRADE OFFICERS’ COUNCIL. 40

F.          VETERANS/RETIREE ADVISORY COUNCIL. 40

V.          RESPONSIBILITIES OF REGION PRESIDENTS, STATE ORGANIZATIONS AND CHAPTERS   41

A.          RESPONSIBILITIES OF REGION PRESIDENTS, STATE ORGANIZATIONS AND CHAPTERS  41

VI.        RULES AND PROCEDURES.. 43

A.          NATIONAL CONVENTION. 43

B.          NOMINATING COMMITTEE. 50

C.          CREDENTIALS COMMITTEE. 54

D.          ELECTION OF VOTING DIRECTORS. 55

E.          ATTENDANCE REQUIREMENTS - VOTING DIRECTORS. 56

F.          ELECTION OF NATIONAL OFFICERS AND DIRECTORS SHOULD A NATIONAL CONVENTION BE CANCELLED   56

G.          OFFICER/DIRECTOR CODE OF ETHICS. 58

H.          GIFT ACCEPTANCE POLICY. 61

I.            BOARD POLICY ON PRESIDENT COMPENSATION AND EVALUATION. 66

J.           SCHOLARSHIP, SCHOLASTIC AWARDS, AND GRANTS POLICY. 71

VII.       EXPENSE REIMBURSEMENT POLICIES.. 74

A.          NATIONAL OFFICER REIMBURSEMENT POLICY. 74

B.          REIMBURSEMENT POLICY FOR REGION PRESIDENTS. 76

C.          REIMBURSEMENT POLICY FOR MEMBERS OF THE BOARD OF DIRECTORS, COMMITTEES, COUNCILS, AND EMERGING LEADERS PROGRAM PARTICIPANTS. 77

VIII.      FINANCIAL POLICIES.. 80

A.          OPERATING RESERVE POLICY. 80

B.          INVESTMENT POLICY FOR THE AIR FORCE ASSOCIATION, AFA VETERAN BENEFITS ASSOCIATION, AND AIR FORCE MEMORIAL FOUNDATION. 85

 


INTRODUCTION

 

This manual contains operational Air Force Association rules and procedures which expand upon and amplify the provisions of the Association Constitution. In cases where any conflict exists, the Constitution will govern as determined by the Executive Committee with the advice of the Constitution Committee (when formed). Throughout this manual, pronouns referring to a specific gender shall be deemed to apply equally to both genders.

 

DISTRIBUTION

 

Members of the Board of Directors and the Presidents of the Regions, States and Chapters will receive this manual upon election to office. This manual will be distributed as further required.

 

CHANGES TO THIS MANUAL

 

Proposed changes to this manual may be initiated by any member of the Association through the Resolution process. Changes to this manual will be approved by the Executive Committee and ratified by the Board of Directors unless otherwise specified, and when required, presented to the Convention for final approval.

 

Exceptions are as indicated below:

 

Duties and Responsibilities

Chairman of the Board

Board of Directors

Vice Chairman of the Board for Field Operations

Board of Directors

Vice Chairman of the Board for Aerospace Education

Board of Directors

Secretary

Board of Directors

Treasurer

Board of Directors

Directors

Board of Directors

Chaplain

Executive Committee

President

Board of Directors

Board of Directors

National Convention Delegates

Executive Committee

Board of Directors

President Search Committee

Board of Directors

Field Council

Board of Directors

Aerospace Education Council (AEC)

Board of Directors

Audit Committee

Board of Directors

Development Committee

Board of Directors

Finance Committee

Board of Directors

Strategic Planning Committee

Chairman of the Board

Membership Committee

Vice Chairman of the Board for Field Operations

Constitution Committee

Chairman of the Board

Nominating Committee

Board of Directors

AFMF Advisory Committee

Chairman of the Board

FCAG and SLAG

Chairman of the Board

Wounded Airman Committee

Vice Chairman of the Board for Field Operations

Awards Committee

Chairman of the Board

Ad Hoc Committees

Appointing Authority

All Advisory Councils

Chairman of the Board

 

Rules & Procedures

Disciplinary

Board of Directors

Nominating Committee

Board of Directors

National Convention

Board of Directors or National Convention Delegates

Credentials Committee

Board of Directors

Election of Voting Directors

Board of Directors

Attendance Requirements

Board of Directors

Election of National Officers and Directors Should a National Convention be Cancelled

Board of Directors

Officer/Director Code Of Ethics

Board of Directors

Gift Acceptance Policy

Board of Directors

Board Policy on President Compensation & Evaluation

Board of Directors

Scholarship, Scholastic Awards, and Grants Policy

Board of Directors

 

Expense Reimbursement Policies

National Officer Expense

Executive Committee

Region President Expense

Executive Committee

Board, Committee and Council Expense

Executive Committee

 

Administrative and non-substantive changes may be made by the President and the Executive Committee will be informed of specific changes made.

 


I.       DUTIES OF NATIONAL OFFICERS AND DIRECTORS

 

A.     CHAIRMAN OF THE BOARD

 

1.     Board of Directors Meetings

 

a.      Designates the time and place for the meetings of the Board of Directors.

 

b.      Approves requests from board members to be absent from a Board of Directors meeting.

 

c.      Presides at the meetings of the Board of Directors.

 

d.      Has the authority to call a special meeting of the Board of Directors.

 

2.     Appointments, Nominations, and Assignments

 

a.      Appoints the Association Chaplain, who shall be an ordained clergyman and a member of the Association.

 

b.      Fills by appointment, until the next Convention, any vacancy among the elected or appointed members of the Board of Directors.

 

c.      Fills any vacancy among the elected national officers of the Association with the concurrence of the Board of Directors or Executive Committee as specified in the Constitution.

 

d.      Appoints the Chairman (except for the Finance and PECC Committees), members (except constitutionally mandated members), fills vacancies, and serves as a nonvoting member of the following committees:

 

Audit Committee

Constitution Committee (when formed)

Finance Committee

Development Committee

President Evaluation and Compensation Committee (PECC)

Strategic Planning Committee

Force Capabilities Advisory Group

Senior Leader Advisory Group

Ad Hoc Committees

 

e.      Appoints the Chairman, members, and fills vacancies of the Veterans/Retiree Advisory Council, and serves as a nonvoting member of the following committees and councils:

Air National Guard Advisory Council

Air Force Reserve Advisory Council

Civilian Advisory Council

Enlisted Advisory Council

Company Grade Officers’ Council

Veterans/Retiree Advisory Council

 

f.       Serves as Chairman of the Executive Committee, which is known as a Committee of the Board, may appoint up to two (2) voting members of the Board of Directors to the Executive Committee and fills vacancies in those positions.

 

g.      Serves as a nonvoting observer of the Nominating Committee in the second year of office.

 

h.      Following adjournment of each National Convention, with the approval of the Board of Directors, is authorized to appoint up to three (3) additional voting members of the board who will serve through the next Convention and will, by reason of their expertise in matters of particular and current concerns of the Association, enhance the overall effectiveness of the Board of Directors.

 

i.        Appoints, when required, the Chairman and members of the President Search Committee which is known as a Committee of the Board.

 

j.        Assigns duties of the Secretary not otherwise defined in the Constitution and the Operations and Procedures Manual.

 

k.      Has the authority to appoint subordinate officers as may be needed for the proper administration of the affairs of the Association.

 

3.     Committees and Councils

 

a.      Specifies times and places of meetings for Committees of the Board, after due notice to the members.

 

b.      Has the authority to set the duties and define jurisdiction of Committees of the Board.

 

c.      Approves the removal of a member of a Committee of the Board or a member of a council, after receiving a recommendation from the Committee’s Chairman or the Council’s Chairman.

 

d.      Has the authority to create ad hoc committees or councils, and unless otherwise provided by the appointing authority, annually fix the number of each said committee or council, define their respective powers and duties, set the size, assign members, designate the chairman and fill vacancies. Serves as a nonvoting member of all ad hoc committees and councils.

 

4.     General

 

a.      Exercises the powers and performs the duties assigned the office by the Constitution and the Operations and Procedures Manual, and shall perform such other duties related to the mission of the Association as are usually incident to the Chairman of the Board.

 

b.      Serves as the principal representative of the Association in all matters pertaining to its affairs.

 

c.      Guides the policy, philosophy and overall direction of the Association within the mandates of the Constitution, the Convention, the Board of Directors and the Executive Committee.

 

d.      Insures the will of the membership as a whole, within stated mandates, is faithfully reflected in the management and operation of Association affairs.

 

e.      Assumes the duties of either of the Vice Chairmen of the Board in conjunction with the remaining Vice Chairman, in the case of an absence, vacancy, or misconduct in the office, until such time as charges are dismissed or a new Vice Chairman of the Board is elected by the Board of Directors.

 

f.       Presides over the annual Convention.

 

g.      Consults with the President and the Vice Chairmen of the Board prior to the President employing senior staff members reporting directly to the President and consultants to be placed on salary or retainer status by the Association.

 

h.      Submits any unresolved conflicts with the President to the Executive Committee.

 

i.        Develops a strong relationship with and represents the Association to Congress, as well as to industry, government and USAF leaders.

 

j.        Testifies or appoints others to testify before congressional committees and appointed commissions regarding AFA’s position on issues of concern to the Association.

 

k.      Represents or appoints others to represent the AFA membership at national events of significant nature, for example, White House breakfast meetings, Congressional receptions, DoD and USAF delegation trips, and Secretary of the Air Force and Chief of Staff of the Air Force sponsored events.

l.        May meet with the Presidents of the Regions to help ensure they are accomplishing the Association’s objectives.

 

m.    May attend and speak to AFA Regional Workshops and State Conventions or Chapter functions.

 

n.      Communicates AFA’s message on Association concerns to non-AFA entities, for example, civic and professional organizations.

 

o.      May meet periodically with the Military Coalition to express AFA’s position on matters affecting the membership or items of national concern.

 

p.      Serves as Chairman of the Board of the AFA Veteran Benefits Association and Air Force Memorial Foundation.

 

q.      Annually reviews the performance of the President with the incumbent and then with the Executive Committee.

 

r.       Signs membership services understanding of agreements programs to enhance membership benefits when those agreements would obligate the Association to commitments in excess of limits set for the President.

 

s.      Confers and consults regularly with the President in implementation of Association policies.

 

t.       Coordinates with the President and Treasurer concerning the issuance and reissue of mortgage bonds relative to AFA’s fixed assets.

 

u.      Reviews with the President and Treasurer the proposed operating budgets of the Association and consults regularly with the President and Treasurer regarding all proposed long-term obligations of the Association.

 

B.     VICE CHAIRMAN OF THE BOARD FOR FIELD OPERATIONS (VCoB-FO)

 

1.     Board of Directors Meetings

 

a.      Has the authority to call a special meeting of the Board of Directors.

 

b.      Assumes the duties of the Chairman of the Board or Vice Chairman of the Board for Aerospace Education in case of an absence, vacancy, or misconduct in the office of Chairman of the Board or Vice Chairman of the Board for Aerospace Education until such time as charges are dismissed or a new Chairman or Vice Chairman for Aerospace Education is elected by the Board of Directors.

 

2.     Appointments, Nominations, and Assignments

 

a.      Serves as Chairman of the Executive Committee in the absence of the Chairman of the Board.

 

b.      Chairs the Field Council; develops agendas for meetings; and specifies after due notice to the members, the time and place of meetings.

 

c.      Appoints the Chairman, members, and fills vacancies and specifies, after due notice to the members, the time and place of meetings for the following committees of the Association.

 

Membership Committee

Wounded Airman Committee

Ad Hoc Committees

 

d.      Assigns the duties of the Presidents of the Regions not otherwise defined in the Operations and Procedures Manual and the Field Operations Guide.

 

e.      May attend White House functions, Congressional receptions, and Air Force occasions and events.

 

3.     Committees

 

a.      Has the authority to create ad hoc committees, define their respective powers and duties, set the size, assign members, designate the chairman and fill vacancies.

 

b.      Serves as a nonvoting member of the committees (except the Executive Committee) and councils for which appointment authority exists and any authorized committee or council as to which status is not otherwise prescribed in the Constitution or the Operations and Procedures Manual.

 

c.      Has the authority to call a meeting of the Executive Committee.

 

d.      After recommendation by the committee chairman, approves the removal of a member of a committee for which he has the appointing authority.

 

e.      Sets the duties and defines the jurisdiction of committees or councils for which the Vice Chairman of the Board for Field Operations has appointing authority.

 

f.       Appoints a Credentials Committee and its chairman annually to certify Convention delegates.

 

g.      Appoints not less than three (3) Inspectors of Election to supervise and conduct elections if required during the Convention.

4.     Field Council (FC)

 

a.      In consultation with the Chairman of the Board and the Region Presidents and confirmed by the Board of Directors, appoints all members of the Field Council. Fills all vacancies in the Council in a similar manner. Persons appointed to the FC should have exceptional field leadership skills, and up to one-half of the council may be Region Presidents serving in their second term. Up to two participants of the Emerging Leaders Program (ELP) may be appointed to the Field Council annually.

 

b.      Chairs the FC, to guide overall direction of the Association’s field activities. The Field Council will work closely with the Aerospace Education Council, Development Committee, and other Board committees, and may establish and populate subcommittees as appropriate.

 

5.     State and Chapter Organizations

 

a.      Issues charter suspension letters to a State Organization or Chapter which has been inactive or, in the case of a State Organization, which fails to maintain at least two (2) chartered Chapters, for a period of nine (9) consecutive months. After thirty (30) days, if two (2) chartered Chapters are not established or if plans for activity which are satisfactory to the Vice Chairman of the Board for Field Operations have not been adopted by the State Organization or Chapter, the Vice Chairman of the Board for Field Operations shall determine whether to revoke the charter in question or retain it in suspended status for an indefinite period.

 

b.      Schedules and conducts the State Presidents’ Orientation Program to ensure quality leadership training for AFA’s field leaders.

 

c.      Issues State Organization and Chapter Charters.

 

d.      Is the administrator of all chartered organizations located in other countries.

 

e.      Has final approval of Chapter mergers.

 

6.     General

 

a.      Exercises the powers and performs the duties assigned the office by the Constitution and the Operations and Procedures Manual, and shall perform such other duties related to the mission of the Association as are incident to the office of Vice Chairman of the Board for Field Operations.

 

b.      Serves as the primary interface with, and manager of, the Association field activities in consultation with the Field Council.

 

c.      Articulates the established policies and objectives of the Association.

 

d.      Conducts the business meetings at the National Convention and presides in the absence of the Chairman.

 

e.      Confers and consults regularly with the President in implementation of Association policies.

 

f.       Consults with the President, the Chairman of the Board, and the Vice Chairman of the Board for Aerospace Education prior to the President employing senior staff members reporting directly to the President and consultants to be placed on salary or retainer status by the Association.

 

g.      Submits any unresolved conflicts with the President to the Chairman of the Board.

 

h.      May provide liaison to develop a strong relationship with and represents the Association to the Congress, as well as to industry, government and USAF leadership.

 

i.        May testify before congressional committees and appointed commissions regarding AFA’s position on issues of concern to the Association.

 

j.        Responds to the queries and concerns from the AFA membership in coordination with the Association staff.

 

k.      Meets with the Presidents of the Regions on a regular basis to ensure they and their respective Regions are accomplishing the Association objectives.

 

l.        Attends and speaks to AFA members at Regional workshops and State conventions or chapter functions.

 

m.    Communicates AFA’s message on Association concerns to non-AFA entities, for example, civic and professional organizations.

 

n.      May periodically meet with the Military Coalition to express AFA’s position on matters affecting the membership or items of national concern.

 

o.      Any unresolved conflicts with the Chairman or Vice Chairman for Aerospace Education will be referred to the Executive Committee.

 

p.      Serves as Vice Chairman of the Board for Field Operations of the AFA Veteran Benefits Association and Air Force Memorial Foundation.

 

q.      Reviews with the Treasurer the proposed operating budgets of the Association and consults regularly with the Treasurer regarding all proposed long-term obligations of the Association.

 

r.       In coordination with the President, approves, in writing prior to, any agreements, leases, commitments or involvements of any kind or nature whatsoever of subordinate units, the direct or indirect effect of which shall be to legally obligate or constrain the Association.

 

C.     VICE CHAIRMAN OF THE BOARD FOR AEROSPACE EDUCATION (VCoB-AE)

 

1.     Board of Directors Meetings

 

a.      Has the authority to call a special meeting of the Board of Directors.

 

b.      Presides at the meetings of the Board of Directors in the absence of the Chairman of the Board and Vice Chairman of the Board for Field Operations.

 

c.      Assumes the duties of the Chairman of the Board or Vice Chairman of the Board for Field Operations in case of an absence, vacancy, or misconduct in the office of Chairman of the Board or Vice Chairman of the Board for Field Operations until such time as charges are dismissed or a new Chairman or Vice Chairman for Field Operations is elected by the Board of Directors.

 

2.     Appointments, Nominations, and Assignments

 

a.      Serves as Chairman of the Executive Committee in the absence of the Chairman of the Board and Vice Chairman of the Board for Field Operations.

 

b.      Chairs the Aerospace Education Council (AEC); develops agendas for meetings; and specifies after due notice to the members, the time and place of meetings.

 

c.      Appoints the Chairman, members, and fills vacancies and specifies, after due notice to the members, the time and place of meetings for the following committees of the Association.

 

Ad Hoc Committees

 

3.     Committees

 

a.      Has the authority to create ad hoc committees, define their respective powers and duties, set the size, assign members, designate the chairman and fill vacancies.

 

b.      Serves as a nonvoting member of the committees (except the Executive Committee) and councils for which appointment authority exists and any authorized committee or council as to which status is not otherwise prescribed in the Constitution or the Operations and Procedures Manual.

 

c.      Has the authority to call a meeting of the Executive Committee.

 

d.      After recommendation by the committee chairman, approves the removal of a member of a committee for which he has the appointing authority.

 

e.      Sets the duties and defines the jurisdiction of committees or councils for which the Vice Chairman of the Board for Aerospace Education has appointing authority.

 

4.     Aerospace Education Council (AEC)

 

a.      In consultation with the Chairman of the Board and with confirmation by the Board of Directors, appoints all members of the Aerospace Education Council. Fills all vacancies in the Council in a similar manner. Persons should be appointed to the AEC to ensure a balanced representation from within the diverse educational communities of the country.

 

b.      Chairs the AEC to guide overall direction of the Association’s education mission. The Aerospace Education Council shall work closely with the Field Council, Development Committee, and other Board committees, and may establish and populate subcommittees as appropriate.

 

5.     General

 

a.      Exercises the powers and performs the duties assigned the office by the Constitution and the Operations and Procedures Manual, and shall perform such other duties related to the mission of the Association as are incident to the office of the Vice Chairman of the Board for Aerospace Education.

 

b.      Serves as the primary interface with, and manager of, the Association educational activities in consultation with the Aerospace Education Council.

 

c.      Articulates the established policies and objectives of the Association.

 

d.      Presides at Board and Executive Committee meetings in the absence of the Chairman and Vice Chairman of the Board for Field Operations.

 

e.      Confers and consults regularly with the President in implementation of Association policies.

 

f.       Consults with the President and the Chairman of the Board and Vice Chairman of the Board for Field Operations prior to the President employing senior staff members reporting directly to the President and consultants to be placed on salary or retainer status by the Association.

 

g.      Submits any unresolved conflicts with the President to the Chairman of the Board.

 

h.      May provide liaison to develop a strong relationship with and represents the Association to the Congress; educational, scientific, industrial, and business communities; military and government agencies; and related non-profit organizations.

 

i.        May testify before congressional committees and appointed commissions regarding AFA’s position on issues of concern to the Association.

 

j.        Responds to the queries and concerns from the AFA membership in coordination with the Association staff.

 

k.      Attends and speaks to AFA members at Regional workshops and State conventions or chapter functions.

 

l.        Communicates AFA’s message on Association concerns to non-AFA entities, for example, civic, educational, and professional organizations.

 

m.    May periodically meet with the Military Coalition to express AFA’s position on matters or items of national concern.

 

n.      Any unresolved conflicts with the Chairman or Vice Chairman of the Board for Field Operations will be referred to the Executive Committee

 

o.      Serves as the Vice Chairman of the Board for Aerospace Education of the AFA Veteran Benefits Association and Air Force Memorial Foundation.

 

p.      Reviews with the Treasurer the proposed operating budgets of the Association, especially those segments associated with the education mission of the Association, and consults regularly with the Treasurer regarding all proposed long-term obligations of the Association.

 


 

D.        SECRETARY

 

1.     General

 

a.      Performs duties pursuant to the mandates of the Convention, the Board of Directors and the Executive Committee.

 

b.      Responsible to the Chairman and the Board of Directors for the discharge of all duties.

 

c.      Serves as a voting member of the Board of Directors and the Executive Committee.

 

2.     Committees and Other Duties

 

a.      Issues the Call for Special Sessions of the Board of Directors.

 

b.      Ensures the timely and accurate preparation and approval of the annual Policy Papers and Resolutions, consistent with an Association policy formulation process.

 

c.      Presents the resolutions for review and approval to the Executive Committee; the recommendation of the Executive Committee to the Board of Directors; and the recommendation of the Board of Directors to the National Convention delegates ensuring that each level of review and approval is based upon the latest and most accurate revision.

 

d.      Serves as the Secretary of the AFA Veteran Benefits Association and Air Force Memorial Foundation.

 

e.      Notifies national officers and directors and State and Chapter Presidents concerning the delegate voting strength allocation, selection, and certification procedures to be followed for the National Convention.

 

f.       Receives “consent to serve” letters from candidates for national officer or director positions.

 

g.      Responsible for the Board of Directors orientation and training program.

 

h.      Oversees Board of Directors compliance with the ethics and gift policy.

 

i.        Works closely with the AFA staff and senior Association officers to ensure compliance with AFA corporate communications policies.

 

j.        Acts as “AFA Ombudsman” to provide both employees and members an independent channel of communication to resolve concerns or dispute.

 

k.      Responsible for the AFA Parliamentarian function.

 

l.        Serves as the Chairperson of the Constitution Committee.

 

m.    Performs other duties as requested by the Chairman.

 

E.     TREASURER

 

1.     Board of Directors Meetings

 

a.      Reports on financial condition of Association.

 

b.      Reports on long-range planning.

 

2.     Committees

 

a.      Serves as Chairman of the Finance Committee.

 

b.      Serves as member of Executive Committee.

 

c.      May form subcommittee(s) of the Finance Committee.

 

d.      Chairs the President Evaluation and Compensation Committee (PECC).

 

3.     General

 

a.      Exercises the power and performs the duties assigned by the Constitution and the Operations and Procedures Manual.

 

b.      Oversees the financial affairs of the association, subject to the approval of the Board of Directors and Executive Committee.

 

c.      Reviews with the Chairman and Vice Chairmen of the Board the proposed operating budgets of the Association and consults regularly with the Chairman and Vice Chairmen regarding all proposed long term obligations of the Association.

 

d.      After consideration of inputs from the President, Field Operations and Aerospace Education Councils and the Development Committee, submits proposed operating budgets to the Finance Committee for review and recommendation to the Executive Committee.

 

e.      Submits Finance Committee recommendations to Executive Committee for approval.

 

f.       Makes annual Financial Report to the National Convention.

 

g.      Makes required interim reports to Finance and Executive Committees.

 

h.      Confers regularly with President, Chief Financial Officer, Executive Vice President, and those staff members concerned with financial affairs of the Association designated by the President.

 

i.        Reviews insurance policies annually to determine the adequacy of coverage and reasonableness of costs relative to the Association’s property (real property, personal property, business income, and crime) and casualty (general liability, workers compensation, directors’ and officers’ liability, and fiduciary liability) coverages.

 

j.        Confers as needed with outside investment advisors and managers.

 

k.      Keeps members of Finance Committee informed on any important financial matters of the Association.

 

l.        Serves as the Treasurer of the AFA Veteran Benefits Association and Air Force Memorial Foundation.

 

m.    Works closely with the Development Committee and Association staff to consider realistic estimates and projections of income resulting from the Association’s fund raising programs.

 

n.      Receives and considers information concerning financial requirements for the programs of the Association’s education mission as provided by the Aerospace Education Council.

 

o.      Serves as a trustee on all association Qualified Retirement Plans.

 

p.      Performs other duties as requested by the Chairman.

 

F.     CHAPLAIN

 

1.     Meetings

 

a.      Provides invocations, memorial services, and other religious functions as directed by the Chairman.

 

b.      Serves as counselor to the Chairman and Board of Directors on matters involving morals, morale, and spiritual concerns of the Association and the United States Air Force.

 

2.     General

 

a.      Provides invocations and other religious functions at the national level at the direction of the Chairman.

 

b.      Provides liaison with the Chief of the Chaplains of the United States Air Force and the various civilian religious groups when directed by the Chairman.

 

c.      Serves on committees or councils when appointed by the Chairman.

 

G.     PRESIDENT

 

1.    Performs duties pursuant to the mandates of the Convention, the Board of Directors and the Executive Committee. Reports directly to the Chairman of the Board, who is the principal representative of the Association in all matters pertaining to its affairs. Serves as the President of the Association. Performs duties enumerated in the Constitution and the Operations and Procedures Manual and other such duties as are usually incident to a President.

 

2.    Serves as a nonvoting member of the Board of Directors and the Executive Committee.

 

3.    Serves as the President of the AFA Veteran Benefits Association and Air Force Memorial Foundation.

 

4.    Serves as the Publisher of AIR FORCE Magazine.

 

5.    Maintains liaison between Association headquarters and all elements of the Association, government, Congress, industry and other organizations.

6.    In coordination with the Chairman of the Board, develops a strong relationship with and represents the Association to Congress, as well as to industry, government and USAF leaders.

 

7.    In coordination with the Chairman of the Board, testifies or appoints others to testify before congressional committees and appointed commissions regarding AFA’s position on issues of concern to the Association.

 

8.    Meets periodically with the Military Coalition to express AFA’s position on matters affecting the membership or items of national concern.

 

9.    Consults regularly with the Chairman and Vice Chairmen of the Board in the implementation of Association policies.

10.  Submits unresolved conflicts with the Chairman to the Executive Committee.

 

11.  Organizes and directs the operations of the Association headquarters office and its related activities.

 

12.  Employs and discharges all employees within established guidelines.

 

a.    Fixes the rate of compensation and allowances of all employees and consultants within approved budget totals for salaries and consultant fees.

 

b.    Consults with the Chairman of the Board and Vice Chairmen of the Board prior to employing senior staff members reporting directly to the President and consultants to be placed on salary or retainer status by the Association.

 

13.  Requests and considers inputs on proposed budget matters from the Field Operations and Aerospace Education Councils and the Development Committee. Prepares and submits through the Treasurer to the Finance Committee a proposed annual budget itemizing and justifying estimated revenues and expenditures for the ensuing twelve month period.

 

14.  Reviews with the Chairman of the Board and Treasurer the proposed operating budgets of the Association and consults regularly with the Treasurer regarding all proposed long-term obligations of the Association. The President shall provide a summary of all multiyear contracts and other long-term financial obligations semiannually to the Finance Committee in June and December.

 

15.  Directs the planning and execution of those portions of the AFA Strategic Plan requiring National Headquarters’ action. Oversees Association staff actions required to facilitate the field actions required by the AFA Strategic Plan.

 

16.  Negotiates and signs agreements, leases, contract amendments, and other commitments on behalf of the Association.

 

a.    Provided that such amounts are not more than $75,000, or are within approved budget, including approved contingency funds.

 

b.    Provided further that if any of said negotiations or commitments shall exceed such sum, or be unbudgeted, they shall require the prior approval of the Treasurer, the Finance Committee and the Executive Committee.

c.    Multiyear contracts or multiyear contract extensions in support of ongoing programs or activities funded within the current-year budget and included in the semiannual summaries may be executed without the specific approvals referenced in 16b unless they extend the obligation of the association by over one year.

 

17.  In coordination with the Vice Chairman of the Board for Field Operations approves, in writing prior to, any agreements, leases, commitments or involvements of any kind or nature whatsoever of subordinate units, the direct or indirect effect of which shall be to legally obligate or constrain the Association.

 

18.  Signs membership services understanding of agreements programs to enhance membership benefits.

 

19.  Coordinates with the Chairman of the Board and Treasurer concerning the issuance and reissue of mortgage bonds relative to AFA’s fixed assets.

 

20.  Makes periodic reports to the Board of Directors as to the nature and extent of staff activities in furthering the mission of the Association.

 

21.  Responsible to the Chairman and the Board of Directors for the competent discharge of the above duties.

 

H.     DIRECTORS

 

1.     Elected and Appointed (Voting)

 

a.      Attends Board of Directors meetings as a voting member and participates in the deliberations on issues before the Board. Supports the mission of the Association with their time, talent, and financial contributions.

 

b.      Makes every effort to stay abreast of national defense matters, particularly as such matters are affected by congressional legislation, advanced technology, changes in the structure and missions of the nation’s Armed Forces, etc.

 

c.      Supports the mission, current policies and goals of the Association by reviewing, making recommended changes to, and disseminating information on the mission, polices and goals.

 

d.      Establishes a rapport with their respective Region Presidents (especially if a director elected on a geographical basis) and assists when requested. Assists Regions, States and local Chapters in the areas of leadership development and membership recruiting/retention. Serves on Regional Special Assistance Teams (RSAT) and with any other AFA program when requested.

 

e.      Actively serves on committees of the Association when requested by the appointing authority.

 

f.       Strives to be known by and be helpful to military and government leaders, as well as civilian leaders of their community.

 

g.      Participates in the activities of Association’s Regional, State and local Chapter organizations. It is especially important for directors, especially those elected on a geographical basis, to attend these meetings as often as possible in order to stay abreast of issues and problems affecting the “grassroots.”

 

h.      Imparts knowledge gained through board experience to Chapter, State and Region leaders.

 

i.        Serves on the Board of Directors for the AFA Veteran Benefits Association and Air Force Memorial Foundation.

 

j.        Communicates personally to local, state and national legislators on defense matters and issues affecting military personnel.

 

k.      Encourages civic groups to provide platforms from which Air Force and other government leaders might expound national defense matters.

 

l.        Maintains close contact with the Association staff to insure currency of mailing address for distribution of materials of interest to the Association.

 

2.     Emeritus (Nonvoting)

 

a.      An honorary title bestowed on:

 

1)      Members, who have expressed a desire to remain actively involved that have served ten years at the national level, six of which were service as a member of the Board. The Executive Committee will consider such requests and forward its recommendation to the Board of Directors for approval. There is no exception to the six year Board service requirement. Any exceptions to the ten-year service qualification would require a 76% affirmative vote of the Board present and voting.

 

2)      The following who are eligible by virtue of position rather than aggregate service: Past Chairman of the Board; Former Executive Director/President (2007 and subsequent). In addition, persons having served as elected national officers who have at least five years on the Board of Directors and ten years accumulated service at the National level are also eligible by virtue of position.

 

3)      Comparable service in the former Aerospace Education Foundation or the Air Force Memorial Foundation will be counted toward these totals.

 

b.    Board Members Emeriti provide the Association with a highly qualified group of individuals with varied experience and valued wisdom. They are expected to be strong advocates for the objectives of the Association and serve, individually and collectively, in a senior advisory and consultant status. As a 501(c)(3) organization, it is essential that all Board members – active and emeriti – support the development objectives of the Association. Therefore, emeritus members are expected to contribute financially to the Association to demonstrate their commitment to its mission, objectives, and overall financial health. They may also:

 

1)      Attend Board of Directors meetings and participate as desired. (Not eligible for expense reimbursement.)

 

2)      Chair or serve on committees, except the Executive Committee, if selected by the appointing authority.

 

3)      Serve as an appointed voting member of the Board of Directors if selected under the provisions of the Constitution.

 

4)      Seek election for national officer or director position and voting status.

 

3.     Ex Officio (Nonvoting)

 

a.    Attends Board of Directors meetings as a nonvoting member and participates in the deliberations on issues before the Board.

 

b.    Provides expertise of their office.

 

c.    Actively serves on committees of the Association when requested by the appointing authority.

 

d.    Supports the mission, current policies, and goals of the Association and fulfills other appropriate duties and responsibilities as listed in this manual.

 


II.     DISCIPLINARY PROCEDURES

 

A.     STATE ORGANIZATION AND CHAPTER CHARTER SUSPENSION

 

1.     Authority to Act

 

Authority to act in this section shall rest with the chartering authority, specifically with the Vice Chairman of the Board for Field Operations (VCoB-FO).

 

2.     Violations

 

The chartering authority, after notice and proper hearing, may suspend or revoke the charter of a State Organization or Chapter which violates the Constitution of the Association, or reflects discredit upon the Association.

 

3.     Inactivity

 

The chartering authority, without notice or hearing, may suspend the charter of any State Organization or Chapter which has been inactive for a period of nine (9) consecutive months. Said suspension shall take effect upon notification by the VCoB-FO, in writing, and shall be in effect for thirty (30) days. If, at the end of said thirty (30) day period, the VCoB-FO has not been advised that plans for activity which are satisfactory to the VCoB-FO have been adopted by the State Organization or Chapter, as the case may be, the VCoB-FO shall determine whether to revoke the charter in question or retain it in suspended status for an indefinite period.

 

a.      State Activity. Each State Organization must have a current officer roster on file, maintain at least two (2) chartered Chapters, and regularly report on its activities on behalf of the Association.

 

b.      Chapter Activity. Each Chapter to be judged active must have a current officer roster on file, maintain the minimum number of members, and regularly report on its activities on behalf of the Association.

 

c.      Procedures. The VCoB-FO may ask for a survey of the reporting records of the Chapters in the Association as a basis for initiating action under this section. In addition the State President or President of the Region in which an inactive chapter or state is located may petition the VCoB-FO to initiate actions under this section.

4.     Governance, Records and Property

 

a.    When the charter of a State Organization is suspended or revoked, the President of the Region shall receive all its records and properties and govern its affairs.

 

b.    When the charter of a Chapter is suspended or revoked, the person or persons designated by the President of its State Organization shall receive all its records and properties and govern its affairs. If no State Organization exists, the President of the Region shall carry out these duties.

 

c.    Failure of an officer of a State Organization or Chapter whose charter has been suspended or revoked to deliver its records and properties to the individual designated to receive them shall constitute the basis for a complaint as outlined in the Constitution.

 

B.     ORIGINAL JURISDICTION

 

1.     General

 

Complaints against officers, directors, or members shall be received and considered by the next higher elected official or body as shown in the table below, who shall investigate and act thereon. All complaints under this section are to be acted upon within ninety (90) calendar days after receipt of the complaint except that the Board of Directors, through the Executive Committee, may extend this time until their next meeting.

 

Complaint Against

Original Jurisdiction

 

 

Elected National Officers

Board of Directors

Directors

Chairman of the Board

Presidents of the Regions

Vice Chairman of the Board for Field Operations

State President

Region President

State Elected Officer (except President)

State President

Chapter President

State President (President of the Region if there is no State Organization)

Chapter Elected Officer (except President)

Chapter President

Non-elective/Appointed Officer

Appointing Authority

Other Affiliated Members

Chapter President

Unaffiliated Members

Vice Chairman of the Board for Field Operations

 

2.     Complaints

 

Complaints must be filed in writing with the individual or body having original jurisdiction and shall specify the alleged violation of the Constitution.

 

3.     Disputes Among Officers

 

In the case of disputes between officers at different levels of the Association, where the table above would require the complaint to be filed with the same person against whom it is made, original jurisdiction shall rest with the next higher individual or body in the table which is not a party to the dispute. In the case of multiple, related complaints or counter-complaints, original jurisdiction shall rest with the next higher level not a party to the complaints.

 

4.     Suspension or Expulsion of Members

 

Members may be suspended or expelled from Chapter membership and activities by the executive body of the Chapter. Members may be suspended or expelled from individual membership in the Air Force Association only by the national Executive Committee, subject to appeal as outlined below.

 

C.        PROCEDURE

 

1.     Notification and Hearing

 

The individual or body having original jurisdiction as outlined in Section B.1. and 3. above shall notify, in writing, and afford a hearing to the individual against whom a complaint is made. Said hearing shall be governed by rules prescribed by the individual or body having original jurisdiction.

 

 

2.     Rules

 

As a minimum, hearings for complaints made at the Chapter, Region, State or National level as defined in Section B.1. above (except against any national elected officer) shall be before the appropriate executive body as outlined in the Association’s manuals. In the case of the national Executive Committee, the Chairman of the Board will preside for this portion of the meeting.

 

3.     Board of Directors

 

In the case where the Board of Directors has original jurisdiction, the Chairman of the Board shall determine whether the Board, the national Executive Committee or one or more individuals will hear the complaint, investigate and act on the matter. In the latter case, the Chairman will clearly outline the scope of authority for the designated agent. In the case where the complaint is against the Chairman of the Board, the most recent three Chairmen will be asked to investigate and recommend action to the entire board at its next regularly scheduled meeting, or at such special meeting chaired by the Vice Chairman of the Board for Field Operations as may be called in accordance with the Constitution

 

D.     JUDGMENT

 

1.    Unless otherwise specified in the Constitution or the Operations and Procedures Manual, judgment shall be by a simple majority of a quorum of the Board of Directors or body acting in the case.

 

2.    No member shall lose membership unless the charges made have been sustained by a two-thirds (2/3) vote of the Council, Board of Directors or Committee acting in the case.

 

E.     APPEALS BY MEMBERS

 

1.    Any member against whom any penalty is imposed by a Chapter Executive Council shall have the right to appeal to the State Executive Committee whose determination shall be final. Any member against whom any penalty is imposed by the national Executive Committee shall have the right to appeal to the Board of Directors whose determination shall be final.

 

2.    Any officer who has been removed from office shall have the right of appeal to the next higher level as specified in Section B.1., and such appeal to be heard by the appropriate executive body or full Board of Directors as the case may be and which shall be final.

 

3.    Pending action upon any such appeal, the judgment of the Original Jurisdiction Authority as defined in Section B.1. above, shall be effective.

 

4.    Action of the Board of Directors or by the Vice Chairman of the Board for Field Operations, as the case may be, which removes an officer or director, President of a region, or a State or Chapter Officer, or imposes suspension or revocation upon a State Organization, Chapter or member shall be final.

 

F.     EXCEPTIONS

 

The provisions of Sections II. B, C, D, and E of this Manual shall not apply in the case of a State Organization or Chapter whose charter is revoked by direction of the Vice Chairman of the Board for Field Operations for inactivity, as provided in the Constitution.

 


III.   RESPONSIBILITIES OF THE BOARD OF DIRECTORS, EMPOWERED COUNCILS, AND COMMITTEES

 

A.     BOARD OF DIRECTORS

 

1.    Exercises the authority and performs the duties assigned by the Constitution and the Operations and Procedures Manual.

 

2.    Has authority to act for the Association between National Conventions.

 

3.    Has responsibility for the general management of the affairs of the Association.

 

4.    Shall meet at least once per quarter during each year to carry out its responsibilities. Two meetings shall be face-to-face meetings. The remaining meetings may be conducted face-to-face, virtually via teleconference, or any other means as determined by the Chairman.

 

5.    Keeps a record of its proceedings.

 

6.    May make regulations it deems appropriate for proper management of the Association.

 

7.    May change amount of membership dues by a two-thirds (2/3) vote which shall be subject to amendment or ratification by delegates at the following National Convention.

 

8.    Has responsibility for the financial affairs of the Association.

 

9.    Approves Certified Public Accounting firm for the annual audit.

 

10.  Approves employment of the President.

 

11.  Elects a replacement in the case of a vacancy in the office of Chairman of the Board, or either Vice Chairman of the Board.

 

12.  Confirms members appointed to the Empowered Councils by the designated appointing authority.

 

13.  Has authority to designate nonvoting Directors of the Board.

 

14.  Approves a maximum of three (3) annual appointments to the Board of Directors.

15.  May amend the Constitution by a two-thirds (2/3) vote which shall be subject to amendment or ratification by the delegates at the following National Convention.

 

16.  Structures or forms the Regions of the Association and assigns regions to geographical areas for purposes of election of directors on a geographical basis. Sets order of election of directors elected on a geographical basis.

 


17.  Fixes the time and place for the National Convention.

 

18.  Has authority to amend or ratify Executive Committee decisions.

 

19.  Supports the mission of the Association with their time, talent, and financial contributions. As a 501(c)(3) organization, it is essential that Board members – active and emeriti – support the development objectives of the Association. Therefore, all BOD members are expected to contribute financially to the Association to demonstrate their commitment to its mission, objectives, and overall financial health.

 

20.  Acts as the Board of Directors of the AFA Veteran Benefits Association and Air Force Memorial Foundation.

 

21.  Conduct an annual Board Effectiveness Assessment and Board Director Self-assessments.

 

B.     EXECUTIVE COMMITTEE

 

1.    Acts as an extension of the Board of Directors. Within any restrictions imposed from time to time by the Board of Directors, the Executive Committee is vested with the full power and authority of the Board.

 

2.    Performs all functions of the Board of Directors between Board meetings. Decisions of the Executive Committee shall be by majority vote and shall be subject to confirmation, revision, or reversal by the Board of Directors.

 

3.    Acts on recommendations concerning the financial affairs of the Association to include approving the annual budget as presented by the Treasurer and recommended by the Finance Committee.

 

4.    Reviews all policy matters of the Association and makes recommendations to the Board of Directors.

 

5.    Approves minimum membership requirements of a chapter located outside the continental limits of the United States.

 

6.    With Board of Directors’ approval, employs the President.

 

7.    May terminate the employment of the President.

 

8.    Reviews and makes recommendations to the Board on resolutions submitted by State Organizations, Chapters, Committees, Councils or Association members.

 

9.    Reviews the Association’s annual policy papers.

 

10.  Completes the resolutions review process in accordance with National Convention Rules and Procedures.

 

11.  Acts as the Executive Committee of the Board of Directors of the AFA Veteran Benefits Association and Air Force Memorial Foundation.

 

C.     PRESIDENT SEARCH COMMITTEE

 

1.    Acts as an extension of the Executive Committee, consists of three (3) AFA members appointed by the Chairman of the Board, and makes recommendations concerning applicants seeking the position of the Association’s President.

 

2.    With the authorization of the Executive Committee, acquires the assistance of executive search professionals as may be required.

 

3.    Presents for review and interview by the Executive Committee at least three (3) individuals for the position of President.

 

4.    Follows procedures to protect the privacy of all applicants and the information provided by each applicant.

 

5.    Performs other duties as may be assigned by the Chairman of the Board.

 

D.     FIELD COUNCIL (FC)[1]

 

1.    Acts on behalf of the Association concerning the field operations, consistent with direction from the Board of Directors or the Executive Committee.

 

2.    Develops policy recommendations affecting AFA field operations, to include leadership development, chapter reporting requirements, chapter support payments, membership development, etc.

 

3.    Serves as the primary focal point for the Strategic Planning Committee on long range goals and objectives to strengthen field performance in support of the AFA mission and vision.

 

4.    Establishes, implements, and monitors Leadership Development programs at all levels of the AFA field. Establishes policy, guidance, program structure, and administers the Emerging Leaders Program under the direction of the VCOB-FO. Ensures ELP participants are assigned to councils and committees IAW the procedures outlined in this manual.

 

5.    Reviews field performance in support of AFA goals and objectives and provides a summary and assessment to the AFA Board of Directors.

 

6.    In coordination with the Association staff, develops policy recommendations for AFA Field Awards.

 

7.    In coordination with the Development Committee and Association staff, develops recommendations for annual budget to support field operations. Prepares budget recommendations for the Association’s field operations and submits to the Treasurer and President for consideration in the Association’s budgeting process. May adjust funding allocations within an approved budget as necessary due to program changes and other requirements.

 

8.    Works closely with the Aerospace Education Council to promote Field participation and support of the Association’s education mission.

 

E.     AEROSPACE EDUCATION COUNCIL (AEC)

 

1.    Acts on behalf of the Association concerning the education mission, consistent with direction from the Board of Directors or the Executive Committee.

 

2.    Establishes partnerships and provides professional development opportunities, scholarships, financial assistance, symposia, special studies, and programs that involve schools and universities.

 

3.    Facilitates interaction with educational institutions, scientific organizations, government agencies and others necessary to achieve the Association’s education objectives.

 

4.    Works closely with the Field Council to promote field support of the Association’s education mission. Recognizes outstanding contributions to aerospace education and supports the educational efforts of Regions, States, and Chapters; provides National and Local legislative educational advocacy programs; and expands effective use of all mass media in furtherance of the Association’s education mission.

 

5.    In coordination with the Development Committee, establishes fund raising objectives that support the Association’s educational programs.

 

6.    Conducts a timely annual Program Evaluation of the Association’s education program based upon established standards of excellence.

 

7.    In coordination with the Development Committee and Association staff, develops recommendations for annual budget to support the Association’s education mission and submits to the Treasurer and President for consideration in the Association’s budgeting process. May adjust funding allocations within an approved budget as necessary due to program changes and other requirements.

 

8.    From time to time as necessary, the Chairman of the AEC may appoint advisors with specific expertise (e.g., CAP, ROTC, education experts, etc.) to assist the council.

 

F.     AUDIT COMMITTEE

 

1.    Acts as an advisory group to the Board of Directors and is responsible for overseeing the annual external audit of the Association. The Committee Chairman shall report directly to the Chairman of the Board.

 

2.    Acquires an understanding of the quality and effectiveness of the independent auditor’s services and recommends to the Executive Committee the selection or termination of the independent auditor on a year-to-year basis.

 

3.    Establishes and maintains direct contact and continuing communication between the Board of Directors and the Association’s independent auditors.

 

4.    Reviews and discusses with the independent auditor the auditors’ proposed scope of the audit prior to the start of the examination and, if necessary, informs the auditor of any selected areas to which special attention should be given.

 

5.    Discusses with the independent auditor the nature and extent of any problems that they may have experienced in completing their examination, and determines if such problems warrant the Board’s consideration.

 

6.    Reviews the results of the audit with the independent auditor, discusses the meaning and significance of footnotes to the audited figures, and obtains all other relevant information about the audit that should be communicated to the Board of Directors.

 

7.    Discusses internal controls with the independent auditors, assesses their effectiveness and, if necessary, obtains the auditors’ recommendations to strengthen such controls and improve efficiency of operations.

 

8.    Reviews the independent auditor’s current management letter and determines if management has taken appropriate action on recommendations included in the prior year’s letter.

 

9.    As necessary, assumes other responsibilities within the context of the audit examination in order to further ensure the propriety and effectiveness of accounting principles and procedures employed and the fairness of the Association’s financial statements are presented.

 

10.  Reviews selected activities other than those normally addressed by the independent auditor when directed by the Chairman of the Board and the Executive Committee.

 

11.  Meets separately with the volunteer leadership and executive staff to discuss any matters that the Committee, the independent auditors or management believes should be discussed privately with the Committee. Meets in executive session with the independent auditor without management being present, to provide the auditors an opportunity to report any significant observations not contained in the annual reports or management letter.

 

12.  Addresses any matter brought to the attention of the Audit Committee to include issues addressed to the Audit Committee Chairman covered under the Whistle Blower Policy related to financial issues.

 

13.  Reviews and discusses with the volunteer leadership and executive staff significant risks or exposures and the actions taken to minimize such risks to include the use of insurance to minimize risk.

 

14.  Reviews with the volunteer leadership and executive staff and independent auditor’s changes to Generally Accepted Accounting Principles that impact the organization.

 

15.  Reports its findings directly to the Board of Directors.

 

16.  Acts as the Audit Committee of the Board of Directors of the AFA Veteran Benefits Association and Air Force Memorial Foundation.

 

17.  Performs other duties that may be assigned by the Chairman of the Board.

 

G.     DEVELOPMENT COMMITTEE

 

1.    Reviews and makes recommendations concerning the philanthropic affairs of the Association to the Executive Committee.

 

2.    Develops proposals for major Association fund raising efforts, for example, capital campaigns, etc., to be submitted for approval to the Executive Committee and Board of Directors.

 

3.    Works closely with the Empowered Councils, Committees of the Board, and Association staff to acquire funds to support the Association’s mission.

 

4.    The committee interfaces with the staff Director of Development to coordinate the Development Plan, and monitors and supports the execution of the Development Plan. Some of these duties include:

 

a.      Reviewing and evaluating long-range strategies for philanthropic funds generation;

 

b.      Seeking out and cultivating new committee members and advisors;

 

c.      Assessing and analyzing successful philanthropic strategies of other organizations;

 

d.      Monitoring the goals and objectives established in the Development Plan to include: 1) Development goals and objectives; 2) the AFA Strategic Plan; and 3) the AFA budget; and

 

e.      Assisting the Director of Development and Association staff with expert knowledge and be available to assist the Director of Development to coordinate philanthropic efforts.

 

5.    Works closely with the Finance Committee and Association staff to provide realistic estimates and projections of income resulting from the Association’s philanthropic programs.

 

H.     FINANCE COMMITTEE

 

1.    Reviews and makes recommendations concerning the financial affairs of the Association to the Executive Committee.

 

2.    Reviews, approves, and makes recommendations to the Executive Committee for approval of the operating budget of the Association or revisions thereto.

 

3.    Reviews financial data of the Association and makes recommendations to the Executive Committee concerning financial planning of the Association. This review will include an evaluation annually of the sufficiency of dues revenue, with recommendations forwarded to the Board of Directors through the Executive Committee.

 

4.    Reports on financial matters to the Executive Committee and Board of Directors at each meeting.

 

5.    Acts as the Finance Committee of the Board of Directors of the AFA Veteran Benefits Association and Air Force Memorial Foundation.

 

6.    Performs other duties that may be assigned by the Chairman of the Board.

 

I.       CONSTITUTION COMMITTEE (When Formed)

 

1.    Provides recommendation to the Chairman of the Board for changes to the Constitution and the Operations and Procedures Manual as a result of policy changes made by governing bodies of the Association.

 

2.    Develops a model Constitution for State Organizations and Chapters.

 

3.    If requested by Association staff, reviews State Organization and Chapter Constitutions for inconsistency with the Association Constitution and the Operations and Procedures Manual.

 

4.    Provides interpretation of the Constitution and the Operations and Procedures Manual when requested by governing bodies of the Association.

 

5.    Performs other duties that may be assigned by the Chairman of the Board.

 

J.     STRATEGIC PLANNING COMMITTEE[2]

 

1.    The Strategic Planning Committee (SPC) consists of a Chairman and at least three at-large members, plus a member from the Field Council, the Aerospace Education Council, and the Finance Committee, and one member from AFA National staff. The Chairman and all members of the SPC are appointed by the Chairman of the Board, who also serves as a non-voting member.

 

2.    The SPC is the primary organization responsible for facilitating development of the strategies, approaches, and documents relating to the strategic course of the Association. The SPC reports to the Chairman of the Board and, when required, the Executive Committee and Board of Directors. It performs these duties:

 

a.      Implements the Association’s strategic planning process, as approved by the Executive Committee.

 

b.      With inputs from the Strategic Oversight Council, develops a long-range strategic vision for the Association.

 

c.      Leads development of a mid-term strategic plan for the entire Association that supports the long-range vision.

 

d.      Assists the AFA National staff, Councils and Committees in developing the Association’s operating plan that integrates activities across the Association in support of the strategic plan.

 

e.      Facilitates strategic discussions for the SOC and Executive Committee to identify critical strategic challenges and issues facing the Association, and facilitates analysis of strategic alternatives and options.

 

f.       Reports on Strategic Planning matters to the Executive Committee and Board of Directors.

 

g.      Presents its reports and findings to the Executive Committee for approval.

 

h.     Performs other duties that may be assigned by the Chairman of the Board.

 

K.    STRATEGIC OVERSIGHT COUNCIL[3]

 

1.    The Strategic Oversight Council (SOC) consists of: the elected National Officers, the President, Executive Vice President, and AFA Headquarters Senior Staff Directors (as appropriate). The Chairman of the Board and President co-chair meetings of the SOC. The SOC is responsible for reviewing the work of the Strategic Planning Committee to include ensuring the strategic themes and objectives are aligned with the mission, vision, and values of the Association; that relevant internal and external factors have been considered in the process; that HQ, Field Council and Aerospace Education Council planning is aligned; and formulates/updates strategic priorities and challenges. It serves as the final oversight body prior to presentation of the Strategic Plan to the Executive Committee and ultimately the Board of Directors.

 

2.    The SOC advises the Executive Committee and provides high-level strategic insight for the entire Association. It reviews the efforts of the Councils, Committees, and Staff to ensure they are integrated and aligned with the Association’s strategic direction. The SOC examines strategic issues to ensure their effects are fully understood by Association leadership. Specifically, the SOC:

 

a.      Conducts strategic reviews to ensure that the Association’s efforts across the Councils, Committees, and National Staff are integrated and aligned to AFA’s strategy.

 

b.      Deliberates on long-range strategy, and periodically evaluates and adopts changes to the Association’s mission, vision, and values.

 

c.      Evaluates strategic options and courses of action regarding the direction of the Association, typically affecting the 3-10 year timeframe.

 

d.      Provides insight and perspectives on issues, challenges, courses of action, and reports presented by SOC members or the SPC.

 

L.     MEMBERSHIP COMMITTEE

 

1.    Reviews the membership policies of the Association and provides oversight of the administration of the membership program at the national and local levels.

 

2.    Reports and makes recommendations to the Vice Chairman of the Board for Field Operations on the progress and relevance of existing programs and initiatives for membership development.

 

3.    Performs other duties that may be assigned by the Vice Chairman of the Board for Field Operations.

 

M.    NOMINATING COMMITTEE

 

1.    Selects for the ensuing year at least one nominee for the national elected offices of the Association and at least one nominee for each vacant director position. If there is a single candidate for an open position that, after his/her selection, later must drop their candidacy, the nominating committee will reconvene to provide another candidate.

 

2.    Discusses the leadership requirements of the Association.

 

3.    Evaluates the candidates for nomination to determine the most qualified and best suited to meet the Association’s needs.

 

4.    Presents to the Convention the report and the nominations of the committee and reads the qualifications of the candidates, if requested, or if there is a candidate nominated from the floor for any office.

 

N.     AIR FORCE MEMORIAL ADVISORY COMMITTEE (AFMAC)

 

The Chairman of the Board of the Air Force Association shall appoint a Chairman and no more than six individuals who support the goals of AFMF to an advisory committee to formally advise the Board on the management and stewardship of the Air Force Memorial. The former officers of the Air Force Memorial Foundation (i.e. the Chairman, Vice Chairmen and Secretary/Treasurer) shall be permanent members of the committee. The Chief Executive Officer of the Air Force Sergeants Association shall be an appointed member of the committee, and the AFA President and AFMF Managing Director shall be nonvoting members of the AFMAC. The AFA Chairman of the Board shall serve as an ex officio member of the AFMAC. The AFMAC shall adhere to procedures and standards of any other AFA standing committee and shall be considered a committee of the Board of Directors, with the sole exception that chairmanship or membership on the committee is not restricted to voting members of the Board of Directors.

 

The committee shall meet at the request of the AFA Chairman of the Board only at such times as there are issues to discuss; however, the committee shall convene at least annually for a status update. Any member of the committee may identify issues, and meetings will be conducted via teleconference to the maximum extent practical. The AFMF Managing Director shall provide a written Memorial activities recap on at least a quarterly basis to the members of the AFMAC.

 

O.     FORCE CAPABILITIES ADVISORY GROUP

 

1.    The Force Capabilities Advisory Group is composed of very senior retired Air Force and national security leaders who accept the invitation of the Chairman of Board. The group provides a senior Air Force perspective that begins the process of formulating the annual Statement of Policy and Top Issues.

 

2.    The Committee shall meet annually at a time as determined by the Chairman of the Board early enough in the calendar year to influence the Statement of Policy formulation process.

 

3.    The FCAG will solicit inputs from the senior leadership of the Air Force to understand the key policy issues facing the Service.

 

4.    The Chairman of the Board may appoint a Chairman to conduct the meeting, and AFA National staff will consider FCAG input into formulation of the initial draft Statement of Policy.

 

P.     SENIOR LEADER ADVISORY GROUP (SLAG)

 

1.    The Senior Leader Advisory Group is composed of former AFA/AEF Chairmen of the Board and other former AFA leaders who accept the invitation of the Chairman of Board. The committee provides a senior AFA volunteer leader perspective for the benefit of current Association leadership and serves as a venue to explain current significant Association issues to these influential volunteer leaders.

 

2.    The Committee shall meet annually at a time as determined by the Chairman of the Board.

 

3.    The Chairman of the Board shall Chair the meeting and may form subcommittees of the group to provide advice and counsel to current AFA leadership on issues as assigned by the Chairman.

 

 

Q.     WOUNDED AIRMAN COMMITTEE (WAC)[4]

 

1.    Act on behalf of the Association in matters regarding the AFA Wounded Airman Program at the direction of the Vice Chairman of the Board for Field Operations consistent with intent of the Board of Directors and the Executive Committee.

 

2.    Identify and provide or coordinate assistance to Airmen and the families of Airmen who have been wounded or otherwise treated for diseases or other medical conditions such as Post Traumatic Stress Disorder or Traumatic Brain Injury associated with combat or combat support operations, in cooperation with and as defined by the Air Force Wounded Airman Program.

 

3.    Work closely with AFA Airman and Family Programs Staff to secure funding and conduct advocacy, education, outreach, and public relations efforts.

 

4.    Establish relationships with AFA Chapters, the Air Force Aid Society and the Air Force Wounded Airman Program Office at AFPC, and other agencies and advocacy organizations to support the needs of wounded Airmen and their families in accordance with overall AFA support policy.

 

5.    Work closely with the Field Council to promote field support of the WAP and ensure intervention and interaction when needed IAW AFA policy.

 

6.    Expand effective use of all mass media in furtherance of the Association’s Wounded Airmen advocacy mission.

 

7.    In coordination with the Development Committee, establish fund raising objectives.

 

8.    Conduct a timely annual program evaluation of the WAP’s established program goals to ensure excellence.

 

9.    Report to the VCoB-FO and Board on activities as directed, to include items as outlined in the MOU, funds status, activities, and special ethical reviews.

 

10.  Carry out other duties as assigned by the VCoB-FO.

 

R.     AWARDS COMMITTEE[5]

 

The AFA Awards Committee is chaired by the Chairman of the Board. Other members shall be the two Vice Chairmen of the Board and two past Chairmen of the Board of the Association chosen by the Chairman. The committee will meet at the call of the Chairman and a quorum for this committee shall consist of at least four members. The committee may select individuals or units for an appropriate AFA award without regard to nominated status. No member of the committee shall be eligible for an AFA Individual Award during the awards cycle under consideration.

 

 


IV.  RESPONSIBILITIES OF ADVISORY COUNCILS

 

A.     AIR FORCE RESERVE ADVISORY COUNCIL

 

1.    Develops Air Force policy recommendations on quality of life and quality of service issues which impact Air Force Reserve members.

 

2.    Identifies and prioritizes quality of life and quality of service issues, driven by legislative action, which impact Air Force Reserve members.

 

3.    Prepares input, to include background information, and recommends action by the Air Force on these issues.

 

4.    Makes recommendations to the Air Force through AF/RE on policy issues which impact Air Force Reservists.

 

5.    Responds to Air Force Reserve requests for study, evaluation, and/or recommendation on issues affecting members of the Air Force Reserve.

 

6.    Performs other such duties as may be assigned by the Air Force Reserve.

 

B.     AIR NATIONAL GUARD ADVISORY COUNCIL

 

1.    Develops Air Force policy recommendations on quality of life and quality of service issues which impact Air National Guard Members.

 

2.    Identifies and prioritizes quality of life and quality of service issues, driven by legislative action, which impact Air National Guard Members.

 

3.    Prepares input, to include background information, and recommends action by the Air National Guard on these issues.

 

4.    Makes recommendations to the Air National Guard on policy issues which impact Air National Guard members.

 

5.    Responds to Air National Guard requests for study, evaluation, and/or recommendations on issues affection Air National Guard members.

 

6.    Performs other such duties as may be assigned by the Air National Guard.

C.     CIVILIAN ADVISORY COUNCIL

 

1.    Develops Air Force policy recommendations on quality of life and quality of service issues which impact Department of Air Force employees.

 

2.    Identifies and prioritizes quality of life and quality of service issues, driven by legislative action, which impact Department of Air Force employees.

 

3.    Prepares input, to include background information, and recommends action by the Association on these issues.

 

4.    Makes recommendations to the Air Force through the Air Force Deputy Chief of Staff for Personnel on policy issues which impact Air Force employees.

 

5.    Responds to Air Force requests for study, evaluation, and/or recommendations on issues affecting department of Air Force civilian employees..

 

6.    Performs other duties that may be assigned by the Air Force.

 

D.     ENLISTED ADVISORY COUNCIL

 

1.    Develops Air Force policy recommendations on quality of life and quality of service issues which impact the enlisted force.

 

2.    Identifies and prioritizes quality of life and quality of service issues, driven by legislative action, which impact the enlisted force.

 

3.    Prepares input, to include background information, and recommends action by the Air Force on these issues.

 

4.    Makes recommendations to the Air Force through the Chief Master Sergeant of the Air Force on policy issues which impact the enlisted force.

 

5.    Responds to Air Force requests for study, evaluation, and/or recommendations on issues affecting the enlisted force.

 

6.    Performs other duties that may be assigned by the Air Force.


 

E.     COMPANY GRADE OFFICERS’ COUNCIL

 

1.    Develops Air Force policy recommendations on quality of life and quality of service issues which impact Air Force company grade officers.

 

2.    Identifies and prioritizes quality of life and quality of service issues, driven by legislative action, which impact company grade officers serving in the Air Force.

 

3.    Prepares inputs, to include background information, and recommends action by the Association on these issues.

 

4.    Makes recommendations to the Air Force through the Air Force Deputy Chief of Staff for Personnel on policy issues which impact Air Force company grade officers.

 

5.    Responds to Air Force requests for study, evaluation, and/or recommendations on issues affecting Air Force company grade officers..

 

6.    Performs other duties that may be assigned by the Air Force.

 

F.     VETERANS/RETIREE ADVISORY COUNCIL

 

1.    Develops Association policy recommendations on quality of life issues which impact military veterans and retirees at Federal, state, and local levels.

 

2.    Identifies and prioritizes quality of life issues which impact veterans and retirees.

 

3.    Defines an action plan to address the issues defined above.

 

4.    Represents the Association on issues which impact veterans and retirees at the request of the Chairman of the Board.

 

5.    Makes recommendations to the Chairman of the Board on policy issues which impact veterans and retirees.

 

6.    Identifies and makes recommendations to the Association to enhance more effective involvement of the Veteran and Retiree membership in the Association.

 

7.    Performs other duties that may be assigned by the Chairman of the Board.

 

 


V.    RESPONSIBILITIES OF REGION PRESIDENTS, STATE ORGANIZATIONS AND CHAPTERS

 

A.     RESPONSIBILITIES OF REGION PRESIDENTS, STATE ORGANIZATIONS AND CHAPTERS

 

1.     Governing Documents

 

a.      Each State Organization and Chapter shall have governing documents which shall not be inconsistent with the Constitution or the Operations and Procedures Manual of the Association and shall be subject to review and acceptance by the Association staff unless further action is requested from the Constitution Committee.

 

b.      Chapter governing documents shall not be inconsistent with the governing documents of its State Organization.

 

2.     Officers

 

a.      Each Region shall elect a Region President for a one-year term as outlined in the Field Operations Guidebook. Region Presidents may not concurrently serve as directors.

 

b.      Each State Organization and Chapter shall have officers and a governing body as outlined in the Field Operations Guidebook.

 

3. Association dues are paid at the national level. Each Chapter may levy assessments or establish chapter dues within the limitations established in the Field Operations Guidebook.

 

4. Region Presidents, State Organizations and Chapters shall not enter into any agreements, leases, or make other commitments which directly or indirectly legally obligate or constrain the Association without prior written approval of the Vice Chairman of the Board for Field Operations, in coordination with the President. They shall not engage in any activity contrary to, or inconsistent with, the purpose or policies of the Association.

 

5. Any chartered State Organization or Chapter which is separately incorporated and is using the name “Air Force Association” as part of its corporate title, shall also include the name of the state, county or city where it is located as part of its title.

 

6. Any chartered State Organization or Chapter which is separately incorporated shall be deemed to have agreed and consented to eliminate the words “Air Force Association” from its corporate title in the event of revocation or termination of its charter.

 

7. Region Presidents have a special responsibility to interface with the Field Council (FC) as their conduit directly to the Board of Directors on policy and procedure matters affecting the field. Region Presidents serving in their second term are eligible for nomination to the FC and must consult and advise the Vice Chairman of the Board for Field Operations on potential candidates and qualifications of nominees to the FC.

 

8. The Region Presidents and the State Presidents shall meet face-to-face at least once every two years to meet the AFA National Leadership and learn their roles and responsibilities as field leaders.

 

 


VI.  RULES AND PROCEDURES

 

A.     NATIONAL CONVENTION[6]

 

1.     Delegates

 

a.      The delegates to the Convention shall be those persons who have been duly selected or appointed as delegates in accordance with the Constitution, have registered for the Convention, and have been duly certified as delegates by the Credentials Committee. No person may participate in the business sessions of the Convention who is not a delegate as defined in the Rule, is not a national officer or director of the Association, or has not been expressly invited to do so by the Presiding Officer. This provision does not apply to persons with AFAVBA business as described in paragraph VI.A.2.k. below.

 

b.      The total voting memberships and the number of active chartered Chapters in each State Organization have been computed in accordance with the Constitution with the results set forth in the schedule attached to these Rules, except as the same may be revised by the Credentials Committee, the voting strength of each State Organization will be set forth therein.

 

c.      Not later than two (2) hours before the opening of the First Business Session, the Chairman of each State Organization delegation shall furnish the Credentials Committee with the names of its official delegates, shall certify that each delegate is registered for the Convention, and shall report the number of vacancies which exist in its delegation to the Convention. Also within said time period, any person who claims the right to be a delegate to the Convention but who has not been designated as such in the list of official delegates of his State Organization furnished to the Credentials Committee as foresaid, shall file with said committee a written statement to such effect, setting forth the reasons why the claim is deemed to be valid. From time to time, a State organization may find that it is unable to send any delegates to the National Convention. Should this arise, and the State wishes to insure its votes are cast in the election, it may make a request, that its Region President, or other Region officer who plans to attend the convention, change their Chapter affiliation to one of that State’s chapters and act as the State’s Head of Delegation. This re-affiliation is not deemed to be a proxy as defined in Paragraph VI. A. 3 b. of this Manual. However, this request shall be either in writing or electronic mail, and the other State involved shall send a copy of its request to National Field Services.

 

d.      Thereafter, the Credentials Committee shall hold such hearings as it deems necessary to determine all disputes as to the qualifications of delegates and the voting strength of the respective State Organizations, and shall submit its report at the first business session for approval. In addition, the said committee shall notify the Chairman of each delegation (who, for the purpose of this Rule, as it applies to chartered State Organizations shall be the State President, or his designee, and, as it applies to un-chartered states, shall be the person elected as Chairman by a majority of the duly selected delegates from such state) as to the number of vacancies which exist in his delegation. As soon thereafter as it is practicable, said Chairman shall notify the Credentials Committee as to the names of the delegates whom they have appointed to fill such vacancies. Upon such notifications and the approval of the report of the Credentials Committee, such appointees shall be deemed to be official delegates to the Convention. In the case of un-chartered states, the appointees shall be those persons who have been appointed as delegates under the Constitution. All disputes concerning the report of the Credentials Committee, if any, shall be resolved by the Presiding Officer.

 

e.      If a re-affiliation as described in VI. A. 1. c. above takes place after 1 May of the election year, and, if the person who elects to re-affiliate for purposes of acting as Head of Delegation for an unrepresented State in his/her Region is also a candidate for one of the positions being voted on at the Convention (either through the Nominating Committee or through nomination from the floor), they may cast a only single vote for that office for which they are a candidate – all remaining votes shall remain uncast for that office. For all other offices, this person may cast the entirety of the State’s credentialed votes in the manner prescribed by the Constitution. The Credentials Committee, in consultation with the Parliamentarian, shall notify the Inspectors of Elections when such a case arises in order that the voting may be conducted in accordance with these procedures.

 

2.     Resolutions, Policy and Position Papers

 

a.      Except as provided in subparagraph 2.c. of this Section, the Convention will only consider resolutions and/or recommendations for inclusion in policy and position papers (hereafter referred to collectively as resolutions) which have been reduced to writing and personally delivered, by mail (as evidenced by postmark), or electronic mail to the Secretary by active State Organizations or Chapters, by standing or ad hoc committees or councils, or by voting members of the Association, no later than forty-five (45) days prior to the official opening of the Convention. Any member of AFA Veteran Benefits Association may also follow the resolutions procedure described herein to propose changes to that organization only.

 

b.      Upon receipt of all proposed resolutions within the time prescribed in subparagraph 2.a. above, the Secretary, with the approval of the Chairman of the Board, shall promptly refer the same to the AFA committee or council which, in his opinion, is most closely concerned with the subject matter of each particular resolution, for its comments and/or recommendations. As soon thereafter as is practicable, said committee or council shall advise the Secretary as to its findings respecting each resolution considered by it. In case of the failure of any committee or council to advise the Secretary as to its findings concerning the resolutions referred to it, as foresaid, within the time period specified above, the Chairman of the Board and the Executive Committee shall take action on such resolutions without said committee or council comments. The procedure provided for in this subparagraph shall not apply to the resolutions recommended for consideration under subparagraph 2.c. below. Resolutions shall be reviewed by the Board of Directors and submitted to the Convention together with Board recommendations.

 

c.      Prior to the opening of the first business session, any delegate (or any member of AFA Veteran Benefits Association, for issues pertaining to that organization only) may submit in writing to the Secretary a proposed resolution, which resolution shall hereafter be called a late resolution. The late resolution shall be reviewed by the Executive Committee and shall be presented to the Convention under New Business. Late resolutions must receive a two-thirds (2/3) vote of the delegates in attendance to be received for consideration.

 

d.      For the purpose of these Rules, all motions proposing that the Convention take certain action or that it express itself as holding certain views shall be deemed to be resolutions.

 

e.      The report of the Executive Committee shall exclude any proposed resolution duly submitted to it if in the opinion of said committee such proposed resolution: (a) is repetitious of another resolution submitted to it or of any matter included in the Statement of Policy; or (b) in a proper case, is not accompanied by the requisite constitutional amendment occasioned by such resolution; or (c) is too vague and indefinite for proper consideration by the Convention; or (d) is patently unnecessary; or (e) is frivolous; or (f) proposes that this Association act unlawfully. All proposed resolutions excluded shall be returned by the Executive Committee to the State Organization, Chapter, Committee, Council, or individual who submitted the same, together with a statement as to the reason for such exclusion.

 

f.               So long as the intent of an otherwise unobjectionable resolution is preserved, the Executive Committee shall have the power to revise the form thereof prior to reporting upon said resolution to the delegates.

 

g.      Prior to making its report to the delegates, the Executive Committee shall title each resolution which it intends to include in said report.

 

h.     At such time as shall be specified by the Presiding Officer of the Convention, the Secretary or his appointee shall present the Committee's report to the delegates by reading the title and text of each proposed resolution, together with such explanatory remarks as he may desire to make. After the reading of each resolution, the Secretary shall move for the adoption of the recommendation of the Board. If the resolution is duly seconded, the Presiding Officer shall then declare the resolution to be before the Convention for its consideration and decision.

 

i.               Notwithstanding the provisions of Rule 2.h., which requires that the text of resolutions shall be read to the delegates, said reading may be dispensed with, provided copies of said resolutions are distributed among the delegates, in writing, prior to the time when they are to be considered.

 

j.                After all reported resolutions have been fully acted upon by the delegates, the resolutions excluded under Rules 2.b. and 2.e. may be orally moved, in the identical language in which such resolutions were originally submitted to the Executive Committee, by the State Organization, Chapter, Committee or Council which, or individual who, originally submitted the same. No resolution which was excluded because it was not submitted within the time limitations prescribed in Rule 2 may be presented to the delegates under this Rule.

 

k.      Any individual who is not an official delegate to the Convention, but who is a member in good standing of AFA Veteran Benefits Association (AFAVBA), may be afforded the opportunity to be present during that portion of the business session set aside to deal with issues pertaining to AFAVBA only. To exercise this privilege, the individual must deliver a request to be present and issue(s) of concern in written form to the Association Secretary no later than forty-five (45) days prior to the official opening of the Convention. Upon compliance with these procedures, the individual may propose business pertaining to AFAVBA and participate in discussion/debate on such issues, but may vote only on any AFAVBA issue brought for action by the delegates.

 

3.     General Election Rules

 

a.      On the roll call pertaining to any question or election, the Chairman of each State Organization delegation, or designee, shall act as the official spokesman thereof, and shall in each instance announce the vote of his delegation. No designation made under this Rule shall be recognized unless it is in writing and is presented to the Chairman of the Credentials Committee prior to the commencement of the roll call upon which the designee shall act as Chairman. Designations once made, shall continue in effect unless and until State Organization delegation Chairmen shall otherwise notify the Credentials Committee in writing.

 

b.      Except as otherwise provided in the Constitution or in these Rules, relating to unit voting on the election of national officers or directors, no State Organization, Chapter or member may delegate votes to any other State Organization, Chapter or member, by proxy or otherwise.

 

c.      Except as otherwise provided in the Constitution or elsewhere in these Rules, all motions, and resolutions considered by the delegates shall be determined by a majority vote of the delegates on the floor of the Convention at the time of the vote.

 

d.      In the case of a voice vote when the result in unclear, the vote may be re-taken by a rising vote or a counted rising vote as necessary. If the result of the vote remains unclear, the Presiding Officer shall call for a roll call vote of the delegations.

 

e.      If a re-affiliation as described in VI. A. 1. c. above takes place after 1 May of the election year, and, if the person who elects to re-affiliate for purposes of acting as Head of Delegation for an unrepresented State in his/her Region is also a candidate for one of the positions being voted on at the Convention (either through the Nominating Committee or through nomination from the floor), they may cast a only single vote for that office for which they are a candidate – all remaining votes shall remain uncast for that office. For all other offices, this person may cast the entirety of the State’s credentialed votes in the manner prescribed by the Constitution. The Credentials Committee, in consultation with the Parliamentarian, shall notify the Inspectors of Elections when such a case arises in order that the voting may be conducted in accordance with these procedures.

 

4.     Nominating Committee Report and Election of Officers and Directors

 

a.      Voting Sequence.

 

The election shall be conducted on a single ballot with candidates listed in the following order: Chairman of the Board, Vice Chairman of the Board for Field Operations, Vice Chairman of the Board for Aerospace Education, Secretary, Treasurer, Directors at-Large, and Directors from the Geographic Areas.


 

b.      Voting Procedures

 

1)    At such time as shall be specified by the Presiding Officer, the Chairman of the Nominating Committee or his appointee, shall present the report and nominations of said committee for all offices by reading the names of said nominees and the respective offices for which they have been nominated, together with such explanatory remarks as he may wish to make.

 

2)    At the conclusion of said report, the Presiding Officer shall call for further nominations from the floor for each office being considered before calling for the vote.

 

3)    As to each of said offices with respect to which there is only one nominee and no further nominations are made, the Presiding Officer shall move the adoption of the report of the Nominating Committee, and if the motion is duly seconded and passed, the Presiding Officer shall instruct the Secretary of the Convention to cast a unanimous ballot for the nominee for said office designated by the Nominating Committee, and said nominee shall be deemed to have been duly elected by this Convention.

 

4)    If there is more than one nominee for any particular office, the Presiding Officer shall, in the foregoing order, declare the election for said office to be before the Convention, and shall entertain no more than two (2) supporting speeches for each nominee, one of which may be given by the candidate. At the conclusion of said speeches, none of which shall exceed (5) minutes in duration without the permission of the Presiding Officer, the Presiding Officer shall place the election before the Convention.

 

5)    Prior to the distribution of ballots to the respective delegations, the Presiding Officer shall appoint not less than three (3) Inspectors of Election from among the delegates to the Convention, none of whom shall be candidates for election by the Convention, and one of whom shall be designated as Chairman. The Inspectors of Election shall distribute the ballots among the respective delegations, count the votes, and generally supervise the conduct of the election. All questions relevant to the acceptance or rejection of the votes shall be decided by the Presiding Officer.

 

6)    Voting for the election of directors shall be non-cumulative. No delegate may vote more than once for the same candidate.

 

7)    In the event of a tie, a roll call vote shall be conducted for those nominees involved in the tie; the nominee, or nominees if the situation so requires, with the majority of roll call votes shall be declared elected. At the discretion of the Presiding Officer, voting by paper ballot may be substituted for the roll call vote.

 

8)    If no candidate receives a majority, the candidate with the least number of votes shall be deleted from consideration and delegates shall vote again by roll call. Voting shall be repeated until a majority is obtained. At the discretion of the Presiding Officer, voting by paper ballot may be substituted for the roll call vote.

 

9)    Following the counting of votes, the Inspectors of Election shall render a written report to the Presiding Officer setting forth the number of votes which each nominee received, and the Presiding Officer, after examining said report, shall declare the nominee(s) with the greatest number of votes, to have been duly elected.

 

c. Assumption of Office

 

All national officers and directors elected at the Convention shall assume their respective offices effective October 1, following the conclusion of the Convention.

 

5.     General Convention Rules

 

a.      Except as otherwise provided in these Rules, the Presiding Officer of the business sessions of the Convention, shall be the Chairman of the Board or such other person or persons as he may appoint, from time to time, to act in his place.

 

b.      No delegate shall speak more than twice upon the same question, or longer than five (5) minutes at one time, without the permission of the Presiding Officer.

 

c.      Except as otherwise specifically provided in these Rules, the order of business at the Convention shall be as directed by the Presiding Officer.

 

d.      Except to present a parliamentary inquiry, a question of privilege, or a point of order, no delegate shall address the chair, while any other delegate has the floor.

 

e.      Motions to table any resolution, motion or other matter which is then being considered by the delegates shall be declared out of order if: (a) the party making the motion to table shall preface or support his motion by any statement against the pending resolution, motion or other matter, or (b) if the motion to table is made at a time when, in the opinion of the Presiding Officer, the opposing parties to the pending question shall not have had a reasonable opportunity to present their respective views.

 

f.       After receiving advice from the Parliamentarian on any questions of procedure, the ruling thereon by the Presiding Officer shall be final, except that any delegate may appeal the ruling of the chair for decision by the delegates; provided, however, that no such ruling by the Presiding Officer may be overruled except by a two-thirds (2/3) vote of the delegates on the floor of the Convention at the time of the vote.

 

g.      This Rule may neither be suspended, amended or rescinded, nor may any business that is out of order under this Rule be considered by the Convention, except by a two-thirds (2/3) vote of the delegates on the floor of the Convention at the time of the vote.

 

h.     Except as otherwise provided in the Constitution and the Operations and Procedures Manual or in these Rules, Robert’s Rules of Order Newly Revised will prevail during all business sessions of the Convention.

 

B.     NOMINATING COMMITTEE[7]

 

1.     Mission

 

The Nominating Committee shall be responsible for nominating the best qualified AFA members to serve as national officers and directors. The Nominating Committee shall accomplish this mission by:

 

a.      Searching for and recruiting members who are exceptionally well qualified and willing to serve. It is particularly important that the Association find candidates with the following characteristics:

 

1)    A capacity to govern with vision, think strategically and understand the business management of the three organizations for which the Board is responsible.

 

2)    A willingness to give freely of their time, talent, and treasure and to personally support the fundraising and development objectives of the Association. Every board member will be assigned to and be expected to actively serve on a committee.

 

3)    An understanding of and ability to work in a hybrid organization with a unique relationship between committed volunteers at all levels and the professional staff.

 

4)    An understanding and appreciation of the AFA mission, vision, values and history, including the legacy represented by the Air Force Memorial.

 

b.      Soliciting from national officers, directors, Region Presidents, State Organizations, Chapters and members the names of those members who are exceptionally well qualified and willing to serve, and also;

 

c.      Considering fully and determining the qualifications of members who volunteer to serve as a national officer or director.

 

2.     Membership

 

The Nominating Committee shall consist of the members as defined in the Constitution. The Chairman of the Board in the second year of office shall serve as an observer (nonvoting) of the committee.

 

3.     Quorum

 

A quorum of the Nominating Committee shall consist of two-thirds (2/3) of its membership.

 

4.     Meeting Time and Place

 

The Nominating Committee shall meet in executive session at times and places selected by the Chairman of the Board, in consultation with the Chair of the Nominating Committee. Notice of the meeting(s) shall be issued at least thirty (30) days prior to the date.

 

5.     Chairman

 

The most immediate past Chairman of the Board will be the Committee Chairman.

 

6.     Nominees to be Selected/Eligibility

 

The Nominating Committee shall select for the ensuing year, at least one (1) nominee for each of the elected national offices and at least one (1) nominee for each vacant director position, subject to the following restrictions:

 

a.      After an elected member has served a consecutive three (3) year term as a director, that member shall not be eligible for reelection to the Board as a director until one (1) year's absence from the Board in that position.

 

b.      Any member of the committee, once the committee is formed, will be ineligible for election to any national officer or director position during the election cycle of his/her service on the committee.

 

c.      The National Director – Area must be from the appropriate geographical area as defined in this Manual (para. VI. D. 5.)

7.     Search Procedures

 

Primary responsibility for the search function will rest with the Nominating Committee. The Committee will:

 

a.      Search for, identify, encourage and recommend individuals who are exceptionally well qualified and willing to serve in positions as national elected officers and directors. This function can be performed collectively and/or individually by members of the Committee. In addition to the desired characteristics listed in paragraph B.1. above, the Chairman of the Board, in consultation with the EXCOM, may provide additional, specific skills/talents needed by the board due to departing board members.

 

b.      The outgoing National Director for that geographic area will coordinate with the RPs and other National Directors/AFA leaders in that area to identify, encourage and recommend potential candidates for his/her replacement, and forward the recommendation(s) to the Nominating Committee. This is to ensure that the field leaders who likely have direct knowledge/contact with potential Directors with "field leadership experience" are involved in the process.

 

c.      Encourage all members of the Association to search for, identify, encourage and recommend individuals who are exceptionally well qualified to serve in national officer or director positions.

 

d.      Communicate with the Chairman of the Board and the Vice Chairmen concerning the known and anticipated leadership needs of the Association no later than six months before the National Convention.

 

8.     Nominating Procedures

 

a.  Slate of Recommended Nominees

 

Prior to the nominating meeting, the Association staff shall compile, from recommendations received and submitted by the Committee, a list of the individuals recommended for nomination to each office and to the Board of Directors. Said list shall be distributed to each member of the Committee as the first order of business of the meeting. Following such distribution the Chairman shall call for further recommendations from the floor and shall add all additional recommendations to the list of nominees set forth in the distributed list and declare that for the purposes of this meeting, the Committee shall consider all names set forth on the distributed list and presented from the floor as the individuals to be considered for nomination for the offices to which they have been respectively recommended. The consent of the nominees must be obtained in writing and submitted to the Nominating Committee prior to a vote being taken thereon. Any individual who withdraws from the nomination process once a written consent form has been submitted, must do so by written means directly to the Chairman of the Nominating Committee.

 

b.  Order of Selection

 

The Nominating Committee's slate of nominees for presentation to the Convention, shall be selected in the following order: Chairman of the Board, Vice Chairman of the Board for Field Operations, Vice Chairman of the Board for Aerospace Education, Secretary, Treasurer, directors to be elected at-large, and directors to be selected from the geographic areas.

 

c.  Nominating Discussions and Procedures.

 

The nature of the Nominating Committee's work, including access to personal information and opinions about potential candidates, places the members in a position of special trust.

 

1)    All discussions within the Committee shall be considered privileged and confidential and shall not be disclosed outside the Committee without the expressed permission of the Committee Chairman.

 

2)    Similarly, because Nominating Committee members have had access to confidential information regarding the potential nominees, no person who is serving on the committee may endorse or campaign in any way (to include supporting letters, e-mails, brochures, calls, etc.) for any candidate nominated by the committee. However, a member of the nominating committee may, when serving as a convention delegate in their respective Region Caucus, respond to questions concerning candidates and their qualifications, limiting such responses to public information only and without endorsement.

 

3)    No member of the nominating committee may attempt to influence any candidate not to run for any office for any reason.

 

4)    Discussions on the qualifications of each candidate shall be conducted by the Committee before voting. The Chairman may call a teleconference prior to the formal meeting of the Committee to begin the discussion process.

 

5)    At the first meeting of the Nominating Committee, the Chairman will ask if any member intends to run for national officer or director during the election cycle. If anyone does intend to run, they are to withdraw from the Committee per paragraph 6 b. above.

 

6)    All members “recruited by search” to be considered by the nominating committee, shall be informed in writing or electronically by the NC Chairman that such recruitment does not assure nomination or election. The candidate will acknowledge receipt of this notification in writing or electronically.

9.     Voting

 

a.      To determine their qualifications, each candidate will be voted on separately by voice vote. Those who are deemed qualified by receiving a majority of the votes of the Committee present and voting shall be considered qualified.

 

b.      If the first vote results in more than one qualified candidate for any open position, the committee will determine its final recommendation as to which candidates should comprise the final slate as determined by a majority vote of the Committee.

 

10.  Director Eligibility

 

After an elected member has served a consecutive three (3) year term as a director, that member shall not be eligible for reelection to the Board as a director until one (1) year's absence from the Board in that position.

 

11.  Voting Results

 

Voting results will be available to both successful and unsuccessful candidates by request to the Chairman of the Nominating Committee.

 

12.  Nominating Committee Slate

 

As soon as possible after the meeting, the Secretary shall distribute the slate selected by the Committee to the national officers, the Board of Directors, to Region, State and Chapter Presidents, and to all individuals included on the slate. Also, for the information of the general membership, the slate shall be published in an issue of Air Force Magazine which is scheduled for distribution at least thirty (30) days prior to the election date at the National Convention.

 

C.     CREDENTIALS COMMITTEE

 

1.     Mission

 

The mission of Credentials Committee is to certify that delegates to the National Convention have been duly selected or appointed and the voting strength of each State delegation determined in the Constitution and the National Convention Rules and Procedures.

 

2.     Membership

 

The Credentials Committee consists of a Chairman and two additional members selected by the Vice Chairman of the Board for Field Operations.

 

3.     Tasks

 

The tasks of the Credentials Committee are fully set forth in the National Convention Rules and Procedures. They include the following:

 

a.      The Committee receives the Official Delegate Roster from the Delegation Chairman for each state and compares it to the list of registered delegates to the National Convention.

 

b.      The Committee will add or delete names as required so that the official roster contains the names of all individuals that are to be certified as delegates. Each official roster will note the total number of delegates present and the total allocated number of authorized delegates according to the Constitution or as revised by the Credentials Committee.

 

c.      The Committee will receive any written statements by members who claim the right to be designated as a delegate where a vacancy exists in a state delegation.

 

d.      The Committee will hold hearings as necessary to determine all disputes as to the qualifications of delegates and the voting strength of the respective State organizations.

 

e.      The Committee will submit its report at the first business session for approval.

 

D.        ELECTION OF VOTING DIRECTORS

 

The Constitution directs that one-third (1/3) of the nine (9) elected directors be elected at the National Convention each year. These three shall be elected as follows:

 

1.    Two (2) director positions will be elected at-large by the delegates to the National Convention.

 

2.    One (1) director per geographic area according to the schedule listed below.

 

3.    The Nominating Committee should nominate at least one candidate for each vacancy.

4.    Directors elected from geographic areas will be elected by all of the convention delegates from the slate provided by the Nominating Committee or from nomination from the floor, with only candidates from the respective geographic area eligible.

 

5.    Geographic areas are established comprised of the Regions shown below. Directors will be elected according to the following schedule which will repeat every third year thereafter.

 

2016

2017

2018

 

 

 

CENTRAL

EAST

WEST

Great Lakes

Central East

Far West

Midwest

Florida

Northwest

North Central

New England

Rocky Mountain

South Central

Northeast

Southwest

Texoma

 

Southeast

 

 

E.     ATTENDANCE REQUIREMENTS - VOTING DIRECTORS

 

Any voting director who shall miss two (2) consecutively scheduled Board meetings without prior excuse by the Chairman of the Board shall be removed from the Board of Directors. Board members so removed cannot be reappointed but may be reelected at subsequent conventions.

 

F.     ELECTION OF NATIONAL OFFICERS AND DIRECTORS SHOULD A NATIONAL CONVENTION BE CANCELLED

 

1.    The Board of Directors, after consultation by electronic or other means, shall direct that the elections of national officers and directors be held by written ballot from each of the states.

 

2.    The President of each State shall serve as the Chairman of the State for purposes of this election. For those States without a State Organization, the Region President will function in this capacity. The State or Region President to serve shall be that individual whose term ends at the end of the operating year in which the election is conducted. A designee may be appointed to serve as Chairman for the election provided the AFA President is notified in writing of the appointment.

 

3.    As soon as practicable after the decision of the Board, the report of the Nominating Committee shall be sent to the Chairman of each State. It shall list the candidates for each of the national elected officer positions, candidates for the vacant position(s) for National Director to be elected at-large, candidates for the office of National Director from the Geographic Areas. This notification shall be sent by mail as well as by electronic means.

 

4.    Each State will be afforded two (2) weeks from the date the Nominating Committee report is sent out to identify additional nominees for any position. If there are such, the AFA President shall immediately be informed and provided with the following:

 

a.      A statement of nomination of that candidate by a member of the Association.

 

b.      A second to that nomination by a member of the Association.

 

c.      A consent to serve by the nominee.

 

d.      Biographical information for inclusion in the ballot package and for posting on the AFA Web site.

 

e.      Initial notification should be by the most expeditious means available. Items 4.a. through 4.c. above must be signed and in writing and received no later than one week following the end of the notification period by either mail or electronic means. Biographical information should be sent electronically if possible.

 

5.    Biographical information on additional candidates shall be provided the State Chairmen immediately by mail as well as through electronic means if possible.

 

6.    Each State Chairman shall be provided a single ballot containing the total voting strength for the state and listing all elective positions open and all candidates for each position as follows:

 

a.      A section listing candidates for uncontested national officer positions. This provides a place for the State to indicate it votes to adopt the report of the Nominating Committee for each candidate.

b.      A section listing candidates for contested national officer positions.

 

c.      A section listing candidates for National Directors to be elected at-large

 

1)      If there are two vacant positions, this section will include the instruction, "Voting for the election of directors shall be non-cumulative, which means that no delegate may vote more than once for the same candidate.”

 

2)      The instructions will also state that a delegate may vote for no more than two candidates to fill the two vacant positions.

 

d.      A section listing candidates for National Directors to be elected from the Geographic Areas.

 

e.      Voting strength shall be that computed for the states as of the end of the most recent quarter, providing that quarter ended at least 30 days prior to the date the ballots are mailed. Otherwise the previous quarter totals will be used.

 

7.    The Chairman of the State shall poll the chapters to arrive at the total vote for the state. The method of such polling is left to the discretion of the State President in consultation with the State Executive Committee. States may record separate totals for several candidates or agree to vote the entire State as a unit. No one candidate may receive more votes than the total number of authorized votes for that State. Ballots will be due to National two weeks after they are mailed to the States.

 

8.    The ballots shall be returned to the designated address at the Air Force Association by the date specified. Ballots may be mailed or faxed. Mailed ballots should be returned by overnight mail so they can be tracked. If the ballots are mailed, the State Chairman should keep a copy of the ballot and be prepared to fax it to National should that be required. Ballots that are improperly marked or received after the due date shall not be counted.

 

9.    Ballots shall be counted at National Headquarters by a panel of three (3) Inspectors of Election selected by the Vice Chairman of the Board for Field Operations. Use of local members will be encouraged as most expeditious. Results shall be announced promptly upon completion of the balloting.

 

G.     OFFICER/DIRECTOR CODE OF ETHICS

 

1.     Introduction

The Air Force Association’s mission is to: Educate the public about the critical role of aerospace power in the defense of our nation, advocate aerospace power and a strong national defense, and support the United States Air Force, the Air Force family, and aerospace education. In the pursuit of this mission, members of the AFA Board of Directors are charged with maintaining the highest ethical standards. This Code of Ethics provides guidance on how each board member should discharge his or her individual responsibilities and implements Association policies designed to further ethical governance.

 

A code of ethics or statement of policy cannot define appropriate moral conduct for every situation that a Director might confront. In every case, each Director is charged with a very special trust by the Air Force Association to make carefully considered moral and ethical decisions. Directors will be supplied annually with a list of industrial sponsors and advertisers with whom the Association does business. It remains the Directors’ responsibility to be aware of their own involvement in business relationships and recuse themselves on decisions involving any entities that could impact their personal or financial interests.

 

2.     Responsibilities

Each Director has an obligation on behalf of the Air Force Association that encompasses two distinct duties – Duty of Care and Duty of Loyalty.

 

a.      Duty of Care. To comply with the Duty of Care, each Director should be informed and participate in Board decisions in good faith. The Duty of Care presumes that each Director will attend meetings on a regular basis, be informed about the workings of AFA and the matters to be discussed, and exercise independent judgment. Directors must always act on behalf of the whole Association and not any particular constituency group.

 

b.      Duty of Loyalty. The Duty of Loyalty requires Directors to exercise their authority in the interest of AFA, rather than in their own interest or the interest of another entity or person. This Duty relates to three areas: (a) conflict of interest, (b) financial conflict, and (c) confidentiality.

 

1)      Conflict of Interest. In the event that a Director has interests, other than financial interests, that are in conflict with the interests of AFA, the Duty of Loyalty requires that the Director be conscious of the potential for such conflicts and act with candor and care in dealing with such situations. The Director must disclose such conflicts and then abide by such directive as the Board may specify in response to the disclosure.

 

2)      Financial Conflict. Before a Director engages in a financial transaction which he or she reasonably should know may be of interest to AFA, the Director should disclose the transaction to the Board of Directors to evaluate the propriety of the transaction. A conflict of interest arises when a person is in a position of authority over an organization, such as an officer, director or manager, may benefit financially from a decision he or she could make in such capacity, including indirect benefits such as to family members or businesses with which the person is closely associated. For this purpose, a conflict of interest does not include questions involving a person’s competing or respective duties to the organization and to another organization, such as by serving on the boards of both organizations, that do not involve a material financial interest of, or benefit to, such person (this type of conflict is discussed in paragraph 2. b. 1) above). Officers and directors shall disclose any known financial conflicts annually within three months of assuming office and also when such conflict shall arise in the performance of their duties.

 

3)      Confidentiality. A Director should not disclose AFA proprietary or privileged information to third parties, including members of the Air Force Association. What constitutes AFA proprietary or privileged information for this purpose is a question of fact to be determined in each case, largely on the basis of the nature of the information, its confidential status pursuant to applicable law or contract, and whether applicable law or contract recognizes or does not prohibit such exception, or it is already known to the public.

 

c.      Gifts or Business Courtesies. A business courtesy is a gift, favor, gratuity, or entertainment given to an individual Director from a person with whom AFA maintains or may establish a business relationship and for which fair market value is not paid by the recipient. A Director should limit giving or receiving a gift, favor, gratuity, or entertainment to only what is acceptable as being customary in a normal business context.

 

d.      Use of Association Property. A Director may use AFA property only in the furtherance of AFA business. The use of resources negligible in value is exempted.

 

e.      Public Statements. A Director should speak on behalf of AFA only to the extent that he or she is confident that the statement reflects established AFA policy. Any other public statement by a Director should be identified as his or her personal opinion.

 

f.       Other Governance Policies. The AFA Employee Handbook contains additional Association policies concerning conflict of interest, hiring, whistle blower protection, and document retention. Copies of these policies shall be provided to Directors annually who, in turn, agree to comply with those policies to the extent they are also applicable to their uncompensated volunteer service.

 

3.     Administration

 

a.      Handling a Conflict of Interest that Arises at a Meeting. A Director should be sensitive to any interest he or she may have in a decision to be made by the Board of Directors and, insofar as possible, recognize that such interest exists prior to the discussion or presentation of such a matter before the Board. When a Director has an interest in a transaction being considered by the Board, he or she should disclose the conflict before the Board takes action on the matter. The Director shall refrain from voting on any such transaction, participating in deliberations concerning it, or using personal influence in any way. The Director’s presence may not be counted in determining the quorum for any AFA business transaction in which he or she has a possible interest.

 

If the Director recognizes that the conflict is ongoing and that the information discussed at the Board meeting will bear on that conflict, the Director should not participate in that portion of the discussion and leave the room. In this case, the appropriate material should be deleted from the minutes provided to that Director.

 

If the Director in good faith detects that he or she has failed to recognize a conflict, the Director, when it is recognized, shall report that failure to the Chairman of the Board, who shall take appropriate action to prevent continuation of the conflict and mitigate past action to the extent reasonable. The matter shall be referred to the Executive Committee for review and recommendation.