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January 1, 2009

Original Version 1-2009-021088

The Association is a non-profit Fraternal Association in compliance with the guidelines set forth in the Internal Revenue Code Section 501 C (19).

Article I - Name

The formal name of The Association shall be:

All references in these by-laws to the "Association" shall be deemed to apply to the HCS-5 Firehawk Association

Article II - Purposes

The purposes for the Association are:

1. To perpetuate the name of the U.S. Navy unit which served the Combat Search and Rescue and Special Warfare communities from 2 October 1988 to 31 December 2006:
   
   
   Helicopter Combat Support Special Squadron FIVE - HCS-5 "FIREHAWKS";
    
2. To continue those friendships commenced by those personnel who served with HCS-5 and who were known as FIREHAWKS.
3. To foster the security of our nation by supporting the Constitution of the United States of America and all actions which strengthen the armed forces of the United States serving under that constitution.
4. To promote such charitable projects as the Association may deem worthy including, but not limited to, sponsorship of funds for assistance to members and families of the members of this Association for such purposes as the pursuit of an advanced education. The Association shall refrain from supporting or endorsing any political or business organization or venture except as approved by a two-thirds vote of the membership at a regular or special meeting.
5. To promote reunions and recreational gatherings for the enjoyment of the members of the Association.
6. To engage in any other activities approved by the membership that are consistent with the aim of promoting the general welfare and enjoyment of the members of this Association and of their families.
7. To record, maintain and preserve the history and details of HCS contributions to worldwide operations in support of Naval Aviation, Navy Special Warfare and Joint Special Operations.

Article III - Association Area

Membership in the HCS-5 Firehawk Association is not limited to any geographical area in the world. However, meetings will normally be held within the continental United States. The Association and its officers shall have cognizance regarding Association matters over the entire United States.

Article IV - Membership

1. Classes of membership
   1. Regular. Personnel eligible for regular membership include, and are limited to, men and women who served with the Firehawks of HCS-5 from 02 October 1988 to 31 December 2006.
      1. A regular member in good standing shall have full voting rights in all Association matters subject to vote. This includes the election of Association officers, the amending of these bylaws, and any other matters that may be properly brought before the membership at any special or regular meeting of the Association. Throughout this document, any reference to regular members connotes voting members.
      2. A life member is a regular member who has paid Association dues with a single payment that is expected to preclude further annual dues for that member. Throughout this document, any reference to regular members includes life members.
   2. Family. Family members are immediate family (mother, father, brother, sister, wife, and/or child) of HCS-5 personnel serving anytime after establishment on 02 October 1988, and immediate family of deceased regular Association members in good standing. Family membership is at the pleasure of the family member. Family members are non-voting members.
   3. Associate. Persons not qualified for regular membership, who wish to affiliate with the Association, may apply for associate membership. Associate members are non-voting members.
   4. Honorary. Persons not qualified for regular membership, whom the Association desires to recognize as having rendered a service to the Association or its members, or to be otherwise worthy of recognition may be elected Honorary members. Honorary membership is conferred by majority vote at regular membership meetings. at regular membership meetings. Honorary members are non-voting members.
2. Membership Application and Verification

   All applications for membership shall be submitted to the Executive Committee for investigation and recommendation. The Executive Committee shall validate the qualifications of the applicant as outlined in these By-Laws prior to approval. Approval of the Executive Committee accepts the applicant for regular membership.

3. Membership in Good Standing

   A member in good standing is defined as a member who has been accepted into the Association pursuant to the By-Laws and whose dues are not delinquent.

   A member shall not directly or indirectly use membership in the Association, or the name FIREHAWK for any business, commercial, or political purpose. No member may represent themselves as an official spokesman for the Association without the authorization of the Executive Committee. A member shall not be affiliated with any other organization which in any way represents itself as a HCS-5 FIREHAWK entity not endorsed by two-thirds vote of the membership at a regular or special meeting.

   The Executive Committee may terminate the membership of a member for action contrary to the purposes, goals, or interests of the Association.

   A vote of two-thirds of the members present at a regular or special meeting is required to reverse any decision of the Executive Committee regarding membership acceptance, rejection, or termination

Article V - Meetings

1. Types of Meetings
   1. Regular

      Regular meetings of the membership of this Association shall be coincident with member reunions. Reunions shall generally be scheduled in accordance with the desires of the members present at the preceding regular meeting, normally every two years.

   2. Special

      Special meetings of the membership may be called by the Executive Committee, or by a petition to the Executive Committee signed by at least 3% of the regular members of the Association, each of whom must have been in good standing for at least 90 days prior to the post date of the petition.

      A unanimous vote of the Executive committee, all four members voting, can reject the petition. The vote for rejection must be conducted within five (5) days of receipt of a validated petition. A rejection of the petition must be followed by a justifying explanation to the petitioners and the general membership to be posted by United States mail within (10) days of rejection of the validated petition.

      In the event of Executive Board rejection, an overriding petition to the Executive Committee with triple the number of member signatures as the original petition (in good standing for at least 90 days prior to the original petition post date) may be submitted. In this case, the petition shall be approved for action by the Executive Board.

      A properly petitioned and approved special meeting shall be held within (90) ninety days of the Secretary's validation of the approved petition.

2. Notice

   Thirty days or more advance notice must be given in writing to all members before convening any regular or special meeting. The written notice to the membership may be accomplished via the HawkTalk publication or by special correspondence. The advance notice period shall be computed from five days after the notice is posted in the United States mail. In the event of petition for a special meeting, the Secretary shall, within (10) ten days of receipt of notice from the members, validate the legitimacy of the petition to all members of the Executive Committee.

3. Quorum

   For Association business to be legally transacted at a regular or special meeting, a quorum must be present. A quorum for any regular or special meeting shall consist of at least ten percent (10%) of the regular membership in good standing.

4. Proxies

   Proxies must be in written form, must include the member's signature, and must indicate the name of a regular member who will be present at a meeting to exercise that proxy. A proxy must also indicate, either the specific issue for which it applies (limited proxy), or that the holder may vote regarding any and all issues which may arise (general proxy). A proxy will be valid for a single meeting only. No member may vote more than (10) ten proxies per issue. Proxies shall be mailed to the Secretary, with a copy going to the proxy voter, in sufficient time prior to the upcoming meeting for validation and recording.

Article VI - Officers

1. Offices

   The elected officers of the Association shall be the President, Vice President, Secretary, and Treasurer. Officers will be elected by regular members at properly noticed meeting with a quorum present. Terms of office will run until the next regular (reunion) meeting or until the next properly noticed special meeting, whichever occurs first.

2. Duties
   1. President.

      The President shall preside at all meetings of the membership, shall have general supervisory authority over the affairs of the Association, shall sign or countersign all contracts or other instruments of the Association, and perform all duties that are incident to that office. The President has discretionary authority to authorize the Treasurer to disburse Association funds for such expenses that are ordinary and reasonable without reference to a second officer for matters he considers an Association obligation or benefit. The President is also chairman of the Executive Committee.

   2. Vice President.

      The Vice President shall, in the absence or disability of the President, exercise and discharge all of the duties and functions of the President. He shall perform other duties as requested by the President. He is a member of the Executive Committee.

   3. Secretary.

      The Secretary shall issue notices of all meetings, shall keep minutes of all meetings, and shall make such reports and perform such duties as are assigned by the President and by these By-Laws. He is a member of the Executive Committee.

   4. Treasurer.

   The Treasurer shall have custody of all funds of the Association and shall maintain same in the name of the Association in such bank(s) as directed by the Executive Committee. He may withdraw funds for disbursement only with the specific case-by-case approval of the President. He shall at any reasonable time, make available for inspection the books and accounts of the Association to any officer or other member of the Association upon appropriate written request. He shall present a financial statement to the general membership at the regular membership meeting and via HawkTalk during the summer of the off-reunion year. He shall arrange an independent formal audit annually, reporting the off-reunion year results via HawkTalk and the second audit report of his two-year term at the regular (reunion) meeting. He shall have charge of the membership books. He is a member of the Executive Committee.

3. Elections

   Association officers shall be elected by majority vote of regular members in attendance at a regular or special meeting with a proper quorum present. As a matter of custom, the current President shall provide a slate of nominations for future officers to be considered at the reunion meeting. However, this does not preclude nominations from the floor.

4. Officer Incapacity

   Should the President be unable to complete his elected term, the Vice President shall succeed to the office of President, and shall appoint a Vice President with the approval of the Executive Committee and the past Presidents. Should any other elected officer be unable to complete his elected term of office, the President shall, with the approval of the Executive Committee and the past Presidents, appoint a successor to complete the term of office.

5. Executive Committee

   The Executive Committee is comprised of the four officers of the Association (President, Vice President, Secretary and Treasurer). This committee is intended to provide a means to properly deal with issues which require collective judgment or which cannot reasonably be deferred until the next meeting of the regular membership. The Executive Committee has authority to approve Treasurer disbursement of Association funds up to $1,000 per incident upon concurrence of a majority of the committee, which is considered a proper Association obligation or benefit. A record of all expenditures under this provision will be maintained and will be published in a notice to the general membership on an "as occurring" basis during the year via HalkTalk or other appropriate means. This record will also be posted for general viewing at the next general or special meeting.

6. Standing Advisory Committee

   Former Presidents comprise an informal standing committee to advise the President, and provide such support as they may be able.

7. Ad Hoc (Special) Committees

   Such members as may be deemed necessary by the President may be asked to serve on ad hoc committees to support the Executive Committee. Ad hoc committees function at the pleasure of the President.

8. Bonding

   Officers, Special Function Coordinators, and members who may regularly handle Association monies shall be bonded by the Association.

Article VII - Special Function Coordinators

A set of Special Function Coordinators is necessary to deal with important functions of the Association and which require attention beyond the time available to the principal officers. The following are examples of special functions which have been established. The list is by no means complete or to be considered directive or inclusive.

The President can establish additional functions as deemed necessary between meetings of the general membership. However, a majority vote at a regular or special meeting is required to permanently establish and support new functions, and to delete previous formally established functions. The President will establish specific responsibilities for each Special Function Coordinator and ensure that the individual coordinators are aware of their duties. As a matter of procedure, the President-elect shall provide a list of recommended special function coordinator positions to be approved at the reunion meeting, and shall fill the positions with volunteers during the meeting. Special function coordinators are appointed by, and serve at the pleasure of, the President.

Article VIII - Dues and Assessments

The annual dues for each regular member shall be the amount adopted by a majority vote at a properly noticed regular meeting of the membership with a quorum present. Regular members may choose a single lifetime payment in lieu of annual dues. The lifetime payment shall be the amount adopted by a majority vote at a properly noticed regular meeting of the membership with a quorum present. Dues for family members shall be a minimal amount adopted by a majority vote at a properly noticed regular meeting of the membership with a quorum present.

Special assessments may be made from time to time by the Executive Committee. However, these assessments shall be subject to review by the membership at the next properly noticed meeting. A two thirds vote shall be required to vacate an assessment Executive Committee.

Non-payment of dues or assessments for a period of twelve months following their proper levy shall be grounds for exclusion of any regular member from the Association. The individual concerned must be provided written notice informing him of his delinquency.

Article IX - Liability

The Association is a non-profit organization operated solely and exclusively for the purposes set forth above.

No member of this organization shall be held liable for the debts, liabilities, or other financial obligations of the Association other than in the proper exercise of the functions of his office.

No member, officer, or agent of the Association shall be liable for acts or failures to act on the part of any other member, officer or agent. Nor shall any member, officer, or agent be held liable for any act or acts, or for failures to act under these bylaws, excepting only acts or failures to act arising out of willful malfeasance.

Article X - Dissolution

Upon dissolution of the Association, after converting all assets into cash, paying all just debts and notifying all members, all remaining moneys will be donated to appropriate charitable organizations or other not for profit entities.

Article XI - By-Law Revision

These By-Laws may be amended by a two-thirds vote of the members present at a regular or special meeting with a quorum present. They are in effect when approved and the approved version with the Secretary's code number shall be distributed to the membership via the next HawkTalk after By-Law approval.

The next approved revision will be identified with the code Revision 4-yyyy-###### (the yyyy being the year revised, and the ###### being a code applied by the Association Secretary and known only to him as proof against unapproved new versions). Subsequent revision's codes will increase the number following the word "revision" by one and reflect the approval year, and will have the new unique validation code appended by the Secretary. All previous versions of these by-laws, no matter the date or identification, are superseded in their entirety by this revision.