FAOA Charter

ARTICLE I
NAME AND PURPOSE

SECTION 1. NAME.
The official name of this organization/association is the Foreign Area Officer Association, also known as the FAO Association, or FAOA. 

SECTION 2. PURPOSE.
a. The FAO Association is organized for educational, professional, fraternal, and social purposes, as well as promoting esprit-de-corps and 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, reserve, retired, and former military service).
b. It is further created to serve as an advocate for the FAO specialty within the Department of Defense and to preserve the history of this military career specialty by promoting a FAO Hall of Fame at the Pentagon.
c. It will publish a FAO Journal designed to encourage professionalism of its membership, serve as a venue for FAOs to publish articles, share FAO experiences, and provide critical and focused comments on the utilization, training, and career development of FAOs.
d. It will sponsor policy-luncheons featuring guest speakers who are relevant to the FAO discipline and other social activities as the Board of Governors may direct. At the discretion of the Board of Governors, featured guest speakers may be awarded honorary life membership in the FAO Association.

ARTICLE II
GENERAL PROVISIONS


a. The FAO Association operates and exists on military installations only with the consent of the local Installation Commander. 
b. Neither the Department of Defense nor its various agencies shall be obligated, financially or otherwise, by an action of the FAO Association; and the FAO Association will not represent itself as an instrumentality of the United States Government.
c. The FAO Association will be self-sustaining financially through contributions, membership dues, and income derived from fund raising events dedicated to promoting the professionalism and esprit-de-corps of the FAO community. 
d. All members will understand fully that they are personally liable if the assets of the FAO Association are insufficient to discharge all liabilities. All members will read the Charter as a condition of membership.
e. There shall be no capital stock, and no distribution of profits to any member or other person. All 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.
f. The activities, as set forth in Article I, will not in any way prejudice or discredit the Department of Defense or other agencies of the Federal Government. In addition, the FAO 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).

ARTICLE III
OFFICERS AND BOARD OF GOVERNORS


SECTION 1. BOARD OF GOVERNORS.
a. The Board of Governors consists of thirteen members: Nine voting members, five of whom are officers and four of whom are members-at-large, and four ex-officio members. The officers are a President, Vice-President, Treasurer, Secretary, and Editor of the FAO Journal. The FAO proponent chiefs from the Army, Marine Corps, Navy, and Air Force will be offered ex-officio membership on the Board of Governors based on their position and not subject to election. Members of the Board of Governors (less the Service FAO Proponent Chiefs) will be elected every three years by the membership. The election can be conducted via e-mail. A simple majority of the members voting will be required for election. Nominations for membership on the Board of Governors will be entertained from the membership upon announcement of the annual election date, at least two months prior to an August election date. Once elected, the new Board of Governors will select its officers (President, Vice-President, Treasurer, Secretary, and Editor of the FAO Journal) from among its membership. Service FAO Proponent Chiefs will not serve as officers of the FAO Association.
b. Term-limits do not apply. Incumbent and former members of the Board of Governors are welcome to submit their names for nomination.
c. Vacancies on the Board of Governors will be filled by the President of the Board and are valid until the next election.
d. Members of the Board of Governors must reside in the National Capitol Region (NCR) or otherwise be able to attend scheduled meetings. Board members who are assigned outside the NCR for 12 months or less may remain on the Board. Members assigned outside the NCR for more than 12 months will resign and the President of the Board will name a replacement to serve until the next election. 
e. Any and all members of the Board of Governors, except the Service FAO Proponent Chiefs, will be subject to removal at any time by the affirmative vote of a majority of the Board of Governors.
f. The President will have the authority and responsibility to sign necessary strategic policy directives and other correspondence on behalf of the Board. In his/her absence the Vice-President will execute the responsibilities of the President.
g. Honorary Board members may be elected by the Board of Governors. 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.
h. The Board of Governors will meet three times annually at a minimum and five voting members of the Board will constitute a quorum.

ARTICLE IV
MEMBERSHIP


SECTION 1. ELIGIBILITY.
a. Membership is open to all persons interested in promoting the purpose of the FAO Association as outlined in section 2. 
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; 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 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:
(1) Individual Members. Must meet the above mentioned criteria for membership and have maintained good standing with regards to dues and fees. These members have full voting rights. 
(2) Honorary Members. Individuals, who have been recognized for their contribution to the FAO profession/betterment of the FAO Community, who are not otherwise members. Honorary members do not have voting privileges. 
SECTION 2. APPLICATION. 
Application for membership can be made in person or in writing to the FAO 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 Secretary.
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 the FAO Association may be terminated for cause by a majority 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 FAO 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 FAO Association, if elected. Each member has one vote in the FAO Association election process. 
SECTION 5. CONDUCT. 
When acting on behalf of the FAO Association, members will conduct themselves in a manner that will not in any way prejudice or discredit the Department of Defense 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.

ARTICLE V
EXPENDITURES AND ACCOUNTING


a. The purpose of the FAO Association being purely charitable, benevolent, historical, educational, and not for profit or financial gain, no financial gain will accrue to any officer or member of the Board of Governors of the FAO Association in the conduct of same; any receipts in excess of authorized expenses will be held and disposed of by the FAO Association in the furtherance of the objectives and purposes herein stated. 
b. The President, Vice-President, and Treasurer, are authorized to expend funds for the day-to-day operation of the FAO Association, and for other authorized purposes as approved by the Board of Governors. The Editor is authorized to expend funds associated with publication and distribution of the FAO Journal. The Treasurer may maintain a petty cash fund in an amount approved by the Board of Governors. 
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.

ARTICLE VI
AMENDMENTS


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 majority vote of the membership. Recommendations for amendment or repeal of Charter provisions must be presented to the Secretary, in writing, signed by not less than ten (10) members of the Association. The Secretary will forward the recommendations to the membership for their approval. Following membership vote, changes/amendments to the Charter will be made as appropriate.

ARTICLE VII
CHAPTERS


Requests to open FAOA Chapters outside of the National Capitol Region should be sent to the Secretary for presentation to the Board of Governors for approval. Chapters will elect their own officers and ensure that members have joined the FAOA. The Editor will make dedicated space available in the FAO Journal for each Chapter. Chapters are authorized to raise their own funds in support of their programs and events. The President will present a suitable Certificate to each Chapter.

ARTICLE VIII
DISSOLUTION


In the case of dissolution of the FAO 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.

ARTICLE IX
ADOPTION


This charter was officially adopted and entered into effect on 5 May 2009. Attested to by:
Stephen R. Norton
President
Richard C. Herrick
Vice-President
Robert Olson
Treasurer
David O. Smith
Secretary
Stephen H. Gotowicki
Editor of the FAOA Journal / Webmaster

Powered by Wild Apricot Membership Software