ARTICLES OF INCORPORATION
THE AIRBORNE MAINTENANCE TECHNICIAN ASSOCIATION, INC.
A Texas Corporation Not for Profit
ARTICLE I - CORPORATE NAME
Airborne Maintenance Technician Association, Inc. is the name of this
corporation not for profit.
ARTICLE II – DURATION
The Corporation shall exist perpetually, commencing upon the filing of
Articles of Incorporation by the Department of State of Texas.
ARTICLE III - PURPOSE
The Corporation is organized to foster and advance patriotism, love of
country, engage in charitable projects/donations, and to cultivate the
social interchange and fellowship of its members.
The Corporation members are persons who were previously or are currently
assigned as airborne maintenance technicians in U.S. Air Force aircraft
during airborne reconnaissance missions.
The Corporation will generally provide for the voluntary and mutual
assistance of its members.
The Corporation will periodically and regularly schedule and conduct
reunions that include educational symposiums, entertainment and a formal
The Membership Meetings will be conducted for the purpose of reporting on
the State of the Corporation, electing its Board of Directors and carrying
out other business brought forth by the membership.
This Corporation shall not engage in any profitable activity and no part
of the Association’s net earnings shall inure to the benefit of any member,
private shareholder, officer, director or individual.
This Corporation is organized pursuant to Texas Civil Statute Title 32 –
Corporations Chapter Nine, "TEXAS NON-PROFIT INCORPORATION ACT", Texas Civil
Statute Article 1396, and is exempt under Internal Revenue Code section
ARTICLE IV - ADDRESS
The street address of the initial principal office of this Corporation
is: 3818 Sage Ridge Drive, San Antonio, TX 78247-3509. The street
address of the current principal office of this Corporation is: 11615 Old
Hills Lane, San Antonio, Texas 78251.
ARTICLE V - DIRECTORS
The method of election of Directors and Executive Officers of the
Corporation shall be as stated in the Corporation Bylaws.
ARTICLE VI - BOARD OF DIRECTORS
This Corporation shall have seven directors initially. The number of
directors may either be increased or diminished from time to time, by the
Bylaws, but shall never be less than three. The names of the founding
directors of this Corporation are Johnnie Estes, John Hurst, Delano Jolly,
Robert Miller, John Shaffer, Vernon Stump and William Wilson.
ARTICLE VII - REGISTERED AGENT AND INITIAL REGISTERED OFFICE
The registered agent and the street address of the initial registered
office of this Corporation in the State of Texas shall be William Wilson,
406 Coachlight Trail, Rockwall, TX 75087. The Board of Directors from time
to time may move the registered office to any other address in the State of
ARTICLE VIII - MEMBERSHIP
Membership in this Corporation shall be open to past or present members
of the United States Armed Forces who were previously or are currently
assigned as airborne maintenance technicians in the U.S. Air Force and
performed maintenance duty on United States Air Force aircraft during
airborne reconnaissance missions.
Non-flyer maintenance technicians, maintenance officers and certain other
categories may become associate members of the Association if approved
unanimously by the Board of Directors and accepted by a two-thirds majority
vote by the Association membership present at the General Membership
Widows/widowers of AMTs who were not members of the AMTA and the spouse died
after June 2004 may request in writing (Email or U.S. Mail) to the AMTA
Board of Directors to be considered for Associate Membership.
Widows/widowers of members or widows/widowers of deceased spouses prior to
the formation of the AMTA automatically become Associate Members. Spouses of
AMTA members in good standing are automatically Associate Members and the
associate membership will continue following a member’s death.
The roster of members dated June 27, 2004 establishes initial membership.
Any member may terminate his/her relationship with this Corporation by
submitting a letter of resignation to the Board of Directors.
This Corporation shall have a class of full membership and a class of
associate members. Associate members cannot attend membership meetings,
cannot vote nor can they conduct Association business.
ARTICLE IX - BYLAWS
The Board of Directors of this Corporation shall adopt initial Bylaws
commensurate with its purpose. These Bylaws may subsequently be altered,
amended or repealed in accordance with the Bylaws.
ARTICLE X - INCORPORATION
The name and street address of the person signing these Articles as
Incorporator is: William Wilson, 406 Coachlight Trail, Rockwall, Texas
75087, Phone 972-722-8954.
ARTICLE XI - DISSOLUTION / UNENCUMBERED ASSETS
Upon dissolution of the Corporation all unencumbered assets shall be
gifted to the Air Force Aid Society.
THE AIRBORNE MAINTENANCE TECHNICIAN
1. Bylaws: The Bylaws are the rules by which the Airborne
Maintenance Technician Association, Inc. (hereafter referred to as "the
Association") shall operate. The Bylaws prescribe how meetings are to be
held, the powers and duties of the Board of Directors, the duties of the
officers of the Corporation and provisions relative to the Association's
2. Membership Meetings
2.1 Membership meetings shall be held at times determined by the
Board of Directors during the reunion held once each year or every odd
numbered year as determined by the Board of Directors based on
attendance and support. The meetings shall be for the purpose of
transacting business. The meetings on the odd numbered years shall be
for the purpose of electing directors as needed and transacting
2.2 A quorum at the membership meeting shall consist of those
members in good standing, attending the membership meeting at the
2.3 The President or his designate shall chair the meeting. The
order of business at membership meetings, as far as practical, shall be:
a. Proof of notice of the meeting
b. Reading and disposal of any
meeting minutes not previously approved.
c. Treasurer and other
d. Election of Directors
e. Unfinished Business
f. New Business
3.1 Membership: The affairs of the Association shall be managed
by a Board of Elected and Permanent Directors who are members of the
Airborne Maintenance Technician Association in good standing.
3.1.1 Elected Directors: Elected Directors shall be no less than
seven or more than eleven.
3.1.2 Permanent Directors: Directors, who have served two or
more elected terms, will be automatically granted “Permanent” status
unless they request otherwise.
a. When confirmed in permanent status by the President, these
Directors will be exempt from elections and will not count against the
elected number restriction.
b. With the exception of not being eligible for President, Permanent
Directors can hold other Executive Officer positions.
c. Permanent Directors can only vote in case of a tie in the
director’s voting process concerning Association business.
3.1.3 Honorary Directors: The Elected and Permanent Directors
may from time to time elect Honorary Directors to serve for a term to be
designated by the Directors.
a. When confirmed in honorary status by the President, these Directors
will be exempt from elections and will not count against the elected
b. Honorary Directors can attend membership and board of directors
c. Honorary Directors cannot hold any Executive Office and they cannot
3.2 Election of Directors: When required, election of the
Directors shall be held at Membership business meetings conducted during
the Association reunions each odd numbered year. The exception to this
will be during the initial Membership Meeting the Association founding
Board of Directors and Executive Officers will be exempt from election
and will retain their Director and Executive Officer positions.
3.2.1 Term of Office: The term of each elected director shall
extend for four years until the reunion membership meeting held on the
odd numbered year of the completed term. (Example: board member elected
in 2005 his or her term would expire in 2009).
3.2.2 Staggered Terms shall be used to ensure continuity within
the board. A minimum of two board member’s terms shall expire every odd
numbered year. (Example: a minimum of two board member’s term would
expire every odd numbered year, 2007, 2009 etc.)
3.2.3 Elections shall be held every odd numbered year and the
board members shall be voted on by the general membership.
a. Directors may be elected using a proxy ballot or by ballot at the
General Membership Meeting.
b. Current board members will provide a ballot to the general
membership via mail or email listing candidates for board positions.
c. Nominations for Board Member candidates can be made from any member
and written in on the ballot. (See paragraph 3.2.3d)
d. Nominees must accept the nomination in writing either by letter or
email to the AMTA Secretary, or a member present at the general
membership meeting who is nominated from the floor can accept verbally.
e. The number of candidates required to fill the board of director
positions that obtain the most votes will be the elected directors.
f. Voting results of decisions made by the AMTA membership will
be provided by the AMTA Secretary.
○ Via Email, U.S. Mail or telephone.
○ The results may be published in the subsequent AMTA Semi-Annual News.
g. The AMTA does not provide for absentee voting. If voting
business is performed at the general membership meeting only those
present at the meeting may vote. When proxy voting is accomplished every
member will be provided a proxy ballot.
3.2.4 Current board members who elect to resign their position
as a board member and/or as an officer of the AMTA should notify the
board of directors as soon as possible so replacements may be nominated
and added to a proxy ballot for an immediate election to fill the vacant
a. If three months or more remain before the next membership meeting
paragraphs 3.2.6 and 3.2.7 apply.
b. If less than three months remain until the next membership meeting
nominations may be taken from the members and the necessary board
members elected by the members at the next general membership meeting as
3.2.5 A Board Member may be removed from their position as a
board member and/or as an officer in accordance with VERNON'S TEXAS
CIVIL STATUTES CHAPTER 9. NON-PROFIT, COOPERATIVE, RELIGIOUS AND
CHARITABLE; Article 1396-2.15, Number, Election, Classification, and
Removal of Directors and Article 1396-2.21 Removal of Officers.
a. A written recommendation for removal must be provided by a fellow
board member or other Association member in good standing with
sufficient justification for the action as determined by the board
b. If three months or more remain before the next membership meeting
paragraphs 3.2.6 and 3.2.7 apply.
c. If less than three months remain until the next membership meeting
nominations may be taken from the members and the board member elected
by the members at the next general membership meeting as an Elected
3.2.6 Special Election of Directors: In the event the Board of
Directors diminishes below the required number of seven directors, per
Bylaw 3.1.1, an emergency meeting of the remaining Directors can be
called by the Association President for the purpose of nominating and
appointing additional directors to serve until the next General
Membership Meeting, or electing (via proxy ballot) new directors to
serve until their term expires.
3.2.7 Appointed Directors: Appointed directors will serve in
full capacity, the same as an elected director, and may hold an officer
position. If elected by the General Membership Appointed Directors will
become Elected Directors and serve four years.
3.3 Meeting of the Board: The newly elected Board shall meet
immediately following the membership meeting at which they were elected.
The Board will elect from its members the Executive Officers, per Bylaw
3.1.1, Bylaw 3.1.2, and Bylaw 5.1, and conduct other business that may
come before the Board. The results of the election of officers shall be
announced at the reunion banquet.
3.3.1 Meetings: Meetings of the Board of Directors may be held
at such time and place as shall be determined by a majority of the
Directors. Notice of such meetings shall be given to each Director by
the Secretary at least 30 days prior to the date selected for the
3.3.2 Special Meetings: Special meetings of the Board of
Directors may be called by the President at the request of 1/3 of the
Directors with the same notice as stated in Bylaw 3.3.1. Exception: In
the event the number of directors fall below the required minimum of
seven the President can call a meeting within seven days for the purpose
of appointing the required number of directors.
3.3.3 Quorum: A quorum of meeting Directors shall consist of a
simple majority of the elected Board members.
3.3.4 Presiding Officer: The presiding officer at Directors'
meetings shall be the President. In the absence of the President, the
Vice-President shall preside. In the absence of the Vice-President, the
Treasurer shall preside. In the absence of the Treasurer, the Secretary
3.4 News Letter: The Association will publish newsletters as
3.5 Website: The Association will publish, maintain and update an
Airborne Maintenance Technician Association website.
4. The Powers and Duties of the Association:
The powers and duties of the Association, existing under the Articles of
Incorporation and these Bylaws, shall be exercised exclusively by the Board
of Directors to include the assessment of annual Association dues.
5.1 Executive Officers:
5.1.1 Executive Officers: The Executive Officers of the
Association shall be the President, Vice President, Treasurer and
Secretary. The President shall be an Elected Director and the remaining
officers shall be either Elected or Permanent Directors.
5.1.2 Committees: If the Board of Directors and/or the President
deem it necessary they may select committees from the membership and
designate their authority and/or duties to manage certain affairs and
tasks of the Association.
5.2 President: The President shall be an Elected Director and
have the powers and duties normally vested in the office of President of
an association, including but not limited to the power to appoint
committees or individuals from time to time as he/she shall deem
appropriate to assist in the conduct of affairs of the Association.
5.3 Vice President: In the absence of the President, the
vice-president shall exercise the powers and perform the duties of the
President. The Vice President shall assist the President generally and
exercise such other powers and perform such duties as shall be
prescribed by the Board of Directors.
5.4 Secretary: The Secretary shall serve notice of meetings, keep
minutes of Board proceedings and membership meetings, serve such notices
as required by the Bylaws, and keep records of the Association, except
those of the Treasurer.
5.5 Treasurer: The Treasurer shall have custody of all property
of the Association including funds, securities and evidence of
indebtedness. He/she will keep accurate records of the members in good
standing and will keep the books of the Association in accordance with
good accounting practices. He/she will perform all other duties incident
to the office of Treasurer.
6. Amendments and/or Changes:
6.1 Proposed Amendment and/or Change Notice:
Notice of the subject matter of a proposed amendment and/or change shall be
included with the notice of any meeting at which a proposed amendment is
to be considered.
6.1.1 An amendment or change notice will be presented to the
AMTA Secretary in writing by any one of the following methods:
a. Email to AMTA Secretary referencing specific article, paragraph and
page to be amended or changed, and a complete description of the change.
b. Letter to AMTA Secretary referencing specific article, paragraph
and page to be amended or changed, and a complete description of the
c. A marked up copy in detail of the page or paragraph to be amended
or changed either by email as an attachment or by U.S. Mail to AMTA
Secretary referencing specific article, paragraph and page to be amended
6.1.2 Under certain conditions a proposed amendment or change may be
presented to the AMTA Secretary via a telephone call and the Secretary
will document the proposed amendment or change.
6.2 Member Proposed Amendment and/or Change:
An amendment and/or change to these Bylaws may be proposed by any member in
6.2.1 The proposed amendments and/or changes shall be considered at the
next membership meeting.
6.2.2 The proposed amendments and/or changes must be provided to the
Association Secretary at least two months prior to the scheduled
6.2.3 The Board will determine by a majority vote of the entire Board
whether to submit the proposed amendments and/or changes to the
6.2.4 If presented to the membership, the proposed amendments and/or
changes will be adopted upon a two-thirds majority vote of the members
in good standing present at the Membership meeting.
6.2.5 If rejected by the Board of Directors for submission to the
Association, the Board of Directors will provide the rationale for the
rejection in writing to the proposing member of the amendment or change.
a. If the member is dissatisfied with the rationale or action taken on
the proposed change they can have it listed with the AMTA Secretary to
be brought up as NEW business at the next general membership meeting.
b. If the member is satisfied with the rationale or action taken they
should notify the AMTA Secretary so the item can be closed.
Revision C October 4, 2007