SECTION 1. NAME. The official name of this organization/association is the Foreign Area Officer Association, FAO Association, or FAOA. All references to this organization in the Charter and in all official documents will reflect this title.
SECTION 2. PURPOSE.
a. Said association is organized for fraternal, educational purposes, and social purposes, as well as information dissemination among past and present members of the Armed Services, who have served or are serving as foreign area specialists around the world, and to further the common interests of the corporate body of FAOs (active military service, reserve military service, and retired military personnel).
b. It is further created to preserve the history of this military career specialty by creating a FAO Hall of Fame at the Pentagon and to encourage professionalism of its membership through the publication of a period newsletter.
c. It will sponsor annual social activities for the membership, in order to foster better understanding and greater social ties among the members.
d. It will sponsor a college scholarship program, in the name of notable past FAOs, for children of members, as an additional method of returning support to the community, commemorating past FAOs and preserving the history of the specialty.
a. The Headquarters of this Association is located in Herndon, Virginia, or such place as the Board of Governors shall determine in the future.
b. The Association operates and exists on military installations only with the consent of the local Installation Commander. The consent is contingent on compliance with the requirements and conditions of all applicable Army regulations, specifically AR 210-1.
c. Neither the United States Army nor its various agencies shall be obligated, financially or otherwise, by an action of the Association; and the Association will not represent itself as an instrumentality of the United States Government.
d. The Association will be self-sustaining financially through contributions, membership dues, and income derived from fund raising events dedicated to promoting the professionalism and espirit-de-corps of the FAO community.
e. All members will understand fully that they are personally liable if the assets of the Association are insufficient to discharge all liabilities. All members will read the Charter and Bylaws as a condition of membership.
f. There shall be no capital stock, and no distribution of profits to any member or other person, other than to employ a minimum staff for the organization and maintenance of the Association. All other funds will be applied directly to the conduct of the Association activities, in furtherance of its purpose as set forth in Article I, Section 2.
g. The activities, as set forth in Article I, will not in any way prejudice or discredit the Department of the Army or other agencies of the Federal Government. In addition, this Association will not engage in activities which compete with those of any Non-appropriated Fund (NAF) instrumentality, Armed Forces Recreation Services, or any other Government function using Appropriated Funds (AF).
SECTION 1. BOARD OF GOVERNORS.
a. The Board of Governors consists of a minimum of nine (9) members. These are a Chairman, a Vice-Chairman, and no less than six Members-at-large. The Executive Director (Chief Operating Officer) of the Association serves is also a member of the Board of Governors (the Executive Director will function as the Board Secretary, in addition to his/her duties outlined in Section 2 of this Article). The members of the Board of Governors will be elected every three years by secret ballot of the membership. A simple majority of the members voting will be required for election. Nominations for membership on the Board of Governors will entertained from the membership upon announcement of the annual election date, at least two months prior to a January election. Once elected, the new Board of Governors will select its officers (Chairman, Vice- Chairman, and Executive Director) from among its membership.
b. Any and all members of the Board of Governors will be subject to removal at any time by the affirmative vote of a majority of the Board of Governors.
c. The Board of Governors will approve an Executive Director to run the day-to-day operations of the Association. The Board of Governors will oversee the management of the Association, by the Executive Director and his staff, consistent with law and this Charter; will have the power to make and amend the Bylaws for its own government (Changes to the Bylaw will normally be based on the recommendations of the Executive Director); will have the power to provide for the appointment of additional officers, agents, and/or employees as it deems proper, prescribing their duties and compensation.
d. As a rule, the Chairman will have the authority and responsibility to sign necessary strategic policy directives on behalf of the Board. In his/her absence the Vice-Chairman will execute the above responsibilities of the Chairman.
e. Honorary Board members may be elected by the working Board of Governors annually. These honorary members will have no voting rights, but will be included as honored members of the Board of Governors at Association functions and in Association publications.
SECTION 2. EXECUTIVE DIRECTOR AND ADMINISTRATIVE STAFF.
a. An Executive Director will be appointed by the Association Board of Governors. This individual is the Chief Operating Officer of the Association and as such is charged with the day-to-day operation and functioning of the Association. He will manage the business and property of the Association consistent with this Charter and the Bylaws, and the strategic direction of the Board of Governors.
b. The Executive Director will hire and supervise a small staff to maintain the corporate records, Association funds and financial records, publications/ advertisement, and other necessary administrative functions of the Association. The Executive Director will be the direct supervisor of the Association administrative staff, and have the right and responsibility to hire, fire, and prescribe the duties and compensation of the members of said staff.
c. The Executive Director will maintain the minimum staff necessary to efficiently/effectively manage the day-to-day operation of the Association.
SECTION 1. ELIGIBILITY.
a. Membership is open to all persons meeting the eligibility criteria specified in paragraph b, below, of the this section.
b. The Association will maintain a minimum of 75% of its membership from the ranks of past or present members of the Armed Forces of the United States; and at least 97.5% of all members of the organization will be from past or present members of the U.S. Armed Forces, their spouses, their widows, their widowers, and cadets/midshipmen of the military academies or ROTC program.
c. Membership dues and fees will be established by the Executive Director, with the approval of the Board of Governors.
d. There will be no membership discrimination on the basis of color, sex, religion, or national origin. The categories of membership are as follows:
SECTION 2. APPLICATION.
Application for membership can be made in person or in writing to the Association headquarters. The application will set forth the facts establishing membership, be accompanied by payment of the membership dues and fees, and be submitted to the Executive Director for review. Eligibility criteria being met, the Executive Director will grant membership.
SECTION 3. TERMINATION.
Membership in the Association will remain in force so long as the member does not violate the provisions of Section 5 of this Article. Membership in this Association may be terminated for cause by a majority telephone vote of the members of the Board of Governors; but only after the member concerned has been advised in writing of said proposed action at least twenty (20) days prior to such vote. Written notice will give member an opportunity of rebuttal.
SECTION 4. RIGHTS.
All members of the Association have the privilege and responsibility of nominating fellow members to the Board of Governors, electing the Board of Governors, and of holding offices within the Association, if elected. Each member has one vote in the Association election process.
SECTION 5. CONDUCT.
When acting on the behalf of the Association, members will conduct themselves in a manner that will not in any way prejudice or discredit the Department of the Army or other agencies of the Federal Government. Any member whose conduct violates the standards will have action taken to terminate their membership in the Association, as outlined in Section 3, this Article.
a. The purpose of this Association being purely charitable, benevolent, historical, education, and not for profit or financial gain, no financial gain will accrue to any officer or member of the Board of Governors of the Association in the conduct of same; any receipts of the Corporation in excess of authorized expenses will be held and disposed of by the Association in the furtherance of the objectives and purposes herein stated.
b. The Executive Director is authorized to expend funds for the day-to-day operation of the Association and for other authorized purposes as approved by the Board of Governors. The Executive Director may maintain a petty cash fund in an amount not to exceed two hundred fifty dollars ($250.00).
c. Accounting records of all funds will be maintained on a double entry basis system in accordance with sound accounting principles. These records will be audited once annually by an independent auditing firm approved by the Board of Governors.
d. The Executive Director and the Administrative Staff will receive reimbursement for justified expenses incurred in the performance of required Association business.
SECTION 1. ADOPTION.
This Charter will become effective when approved by a majority of the Board of Governors, subject to review and input from the membership, at large.
SECTION 2. AMENDMENTS.
This Charter, or any part therein, may be amended or repealed by a vote of the membership, after proposal by the Executive Director to the Board of Governors. Recommendations for amendment or repeal of Charter provisions can be presented to the Executive Director, in writing, signed by not less than ten (10) members of the Association, by November of the calendar year preceding the consideration of the change(s). Changes to the Charter will be made only once each year, in January. Following membership vote, changes/amendments to the Charter will be forwarded to the membership at large.
In the case of dissolution of the Association, whatever funds are contained in the treasury at the time will be used to satisfy any outstanding debts, liabilities, or obligations. The residual balance of these assets will be donated to a charitable organization that supports the Armed Forces, which is exempt under section 501(c) (3) of the Internal Revenue Code. Which charitable organization will be determined by the Board of Governors. Any other assets of the Association not converted into cash upon dissolution will be sold to the highest bidder at public or private sale, and after expenses be donated to the above charitable organization.
