About SOT Corporate Governance Membership Rules- National
Membership Rules- National |
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MEMBERSHIP RULES OF AMERICANS SUPPORT OUR TROOPS ASSOCIATION, INC. A NOT- FOR - PROFIT CORPORATION
ARTICLE 1 NAME; OFFICESName. The name of this Association shall be Americans Support Our Troops Association, Inc. and is referred to throughout these Bylaws as "ASOTA," "SOTA," or the "Association." The Association may also conduct its affairs under the named Support Our Troops®. Principal Office. The initial principal office of the Association shall be established and maintained at: 595 West Granada Boulevard, Suite J, Ormond Beach, FL 32174, in the City of Ormond Beach, County of Volusia, State of FloridaThe Association may also have offices at such places within or without the State of Florida as the Board of Directors may from time to time establish.ARTICLE 2 BINDING AGREEMENT; DUES; OBJECTIVESBinding Agreement. All members accept and agree to everything contained in these Bylaws. Dues. The Association shall always maintain a basic membership entry level which charges no dues. Class C Members are prohibited from charging dues without ASOTA's express written consent, which will be posted on ASOTA's website. The Class A Member shall pay no dues. Some state chapters may charge dues in different membership levels in order to offset license plate costs, or because their state does not sell the Support Our Troops specialty plate directly or collect surcharges on specialty plates and instead requires the sponsoring organization to do so, or for other reasons. The Board, Officers, or management may establish Class B and C dues commensurate with varying Membership levels and benefits packages. Objectives. The generally-stated purposes of ASOTA are to facilitate public displays of support for America’s troops and to raise money to bolster the troops and the families of troops sacrificing to protect all of us after September 11, 2001, and ASOTA is established to facilitate that end. The objective of ASOTA is provide a focal point through which Americans can do the following for their troops and their troops’ families:
ARTICLE 3 ACKNOWLEDGMENTCreation and Leadership. The Board recognizes that this Association and the purposes behind it, were the ideas of Martin C. Boire, and that the primary thought and labor in its creation and the launching of its enterprises and structure will in large part come from him and be driven by his thoughts, labor and ingenuity. Without him ASOTA and SOT and what comes of them would not be. As such, he is the man principally undertaking the creation and organization of all aspects of the building of this charitable enterprise. While the Board will afford Martin C. Boire broad discretion as he launches and builds ASOTA, the Board will of course not let him do anything wrong and will of course perform all of its proper supervisory and advisory duties. ARTICLE 4 OPERATIONSAdministration. To avoid increased overhead and duplication of administrative costs, and thus assure the maximum amount of money is passed through to the troops and their families, ASOTA is administered through a website venue which avoids the expense of multitudinous brick and mortar meeting facilities by use of virtual interactive means such as chat rooms, bulletin boards, email lists, and such other internet and electronic tools as may become available over the years, all managed through the assistance of a National Coordinator. These virtual venues are a forum in which Class B and C Members can share ideas, information and promote participation in events and activities. It is also a venue for state chapters to maintain a working relationship among themselves. It is also provides an opportunity for State Coordinators to inform members of relevant issues affecting the issues in which we are all interested. State Coordinators. State Coordinators facilitate the objectives within their state or geographic area. State Coordinators facilitates the above matters within their area, assist in planning and coordinating chapter programs, maintain a working relationship with SOT, and perform other duties as specified by ASOTA. National Coordinator. ASOTA is administered by a National Coordinator designated by ASOTA, who shall serve at the pleasure of ASOTA. The National Coordinator facilitates all of the above matters nationwide, assists state chapters in planning and coordinating chapter programs, maintains a working relationship with SOT, coordinates communication between all of the state chapters, and performs other duties as specified by ASOTA. The National Coordinator may be an employee or independent contractor of SOT. ARTICLE 5 BOARD OF DIRECTORS: NUMBER, POWERS, MEETINGSBoard Composition and Selection Governing Body. The affairs of the Association shall be governed by a Board of Directors, each of whom shall be of minimum legal age. Number of Directors. The number of Directors shall be determined by the Board of Directors and shall be noted in the Corporate Records and may fluctuate from time to time as noted in the Corporate Records, but in no event shall be less than three (3). Identity of Directors. The names of Directors shall be as noted in the Corporate Records. Should an election fail to take place at the specified time, the term of the Directors then in office shall continue in office until their successors are elected, and all acts taken as a Director during that time shall constitute a valid act as a Director of the Association. Election and Term. Directors shall be elected at the annual meeting and each Director shall hold office until his or her successor has been elected and qualified, or until his or her prior resignation or removal. Election or appointment to the Board shall require a unanimous vote. Vacancies. If the office of any Director becomes vacant, the remaining Directors in office, by a super majority vote, may appoint an appropriately qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. Removal. Any or all of the Directors may be removed with or without cause by a super-majority vote of the Directors at a Special Meeting called for that purpose. Any Director whose removal is sought shall be given notice prior to any meeting called for that purpose. Martin C. Boire may not be removed and shall have a lifetime seat as Chairman of the Board, until his death or voluntary resignation. While Martin C. Boire is Chairman, all Board decisions are subject to the Chairman's veto. Resignation. A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or officer, and acceptance of the resignation shall not be necessary to make the resignation effective.
Board Meetings
Organizational Meeting. The first meeting of the members of the Board of Directors shall be conducted by written action in lieu of meeting. Annual Meetings. The annual meeting of the Directors of the Association shall be held on the 3rd day of February of each year or at such other time and place designated by the Board of Directors. Business transacted at the annual meeting shall include the election of Officers of the Association and all other matters properly before the Board. If the designated day falls on a Sunday or legal holiday, then the meeting shall be held on the first business day thereafter. Special Meetings. Special meetings of the Board shall be held when called by written notice signed by the President, or the Chairman of the Board, or by at least one fourth (1/4) of the Directors. Place of Director's Meetings. The Board may hold its meetings at the office of the Association or at such other places, either within or without the State of Florida, as it may from time to time determine. Meetings may be conducted by telephone conference call, video conference, by internet conference room or meeting point, or any other means generally practiced or accepted in the business community. Notice of Regular Meetings. Notice for all purposes may be communicated in any electronic form, including fax transmission and email, or by United States mail. Said notice shall be given not less than five (5) nor more than thirty (30) days before the meeting, unless waived by the Board Members at the meeting. Notice of Special Meetings. Written or printed notice stating the place, day and hour of a special meeting of the Board of Directors shall be delivered to each Director of the Association by one of the following means: (a) personal delivery; (b) prepaid first class United States mail delivery; (c) fax transmission with an acknowledgment by return fax from the recipient; (d) email with an acknowledgment by return email from the recipient. Such notice shall be given at the Director's contact point as shown on the records of the Association. Said notice shall be given not less than five (5) nor more than thirty (30) days before the meeting, unless waived by the Director at the meeting.
Waiver of Notice. Waiver of notice of meeting of the Directors shall be deemed the equivalent of proper notice. Any Director may, in writing, waive notice of any meeting, and notice of the meeting purpose, either before or after the meeting. Attendance at a meeting or a special meeting by a Director shall be deemed a waiver by that Director of the time, date, and place thereof, unless such Director specifically objects to the lack of proper notice or the lack of meeting purpose notice at the time the meeting is called to order. Signature on a written action in lieu of meeting shall be deemed the equivalent of proper notice and wavier of notice as to the meeting and meeting purpose and shall constitute attendance. Adjournment of Meetings. If any meeting of the Board of Directors cannot be held because a quorum is not present, a majority of the Directors who are present, may adjourn the meeting to a time not less than five (5) days nor more than thirty (30) days from the time the original meeting was called. At the subsequent meeting at which a quorum is then present, any business which might have been transacted at the meeting originally called may be transacted. Notice of the time and place of the subsequent meeting shall be given to all Directors. Quorum of Directors. The presence in person or by telephone of at least a majority of the Directors entitled to vote shall constitute a quorum at a meeting of Directors.
Proxies. No proxies shall be used on the Board of Directors. No Director may attend by proxy. No vote may be made by proxy. Director Majority. The term "majority" as it relates to voting by Directors shall mean votes totaling more than fifty percent (50%) of the total number as the context may indicate. Director Super Majority. The term "super majority" as it relates to voting by Directors shall mean votes totaling seventy-five percent (75%) of the total number as the context may indicate. Conduct of Meetings. The Chairman of the Board shall preside over all meetings of the Board of Directors. The Secretary shall keep minutes of the meeting and record in the Corporate Records all Resolutions adopted at the meeting and a transactions occurring thereat. Written Action in Lieu of Meeting. Pursuant to F. S. 617, any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of the Directors, may be taken without a meeting if a consent in writing setting forth the action so taken is signed by the number of Directors required to adopt the resolution if the meeting had been held, and the writing is placed in the Corporate Records. Said written action shall have the same force and effect as a vote of the Directors. The action will be effective upon the date it is signed by the last Director to sign it, or to allow for transit time where the Directors do not physically meet, it may provide for a specific effective date not earlier than one month prior to the date it is signed by the last Director to sign it. Signature of a written action in lieu of meeting shall be deemed the equivalent of proper notice and wavier of notice, and shall constitute attendance. Executive and Other Committees. The Board, by resolution, may designate two or more of its members to act as a committee. To the extent provided in said resolution or these Bylaws, said committee may exercise the powers of the Board concerning the management of the business of ASOTA. Compensation. Initially, no compensation shall be paid to Directors for their services. The Board of Directors may authorize the reimbursement of approved expenses. The Board by subsequent resolution may authorize Directors to be paid for their services as Directors. Nothing herein shall be construed to preclude any Director from serving the Association in any other capacity, such as an Officer or as a professional rendering services to the Association, and receiving compensation therefore. Executive Session. The Board may, by majority vote, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters and litigation in which the Association is or may become involved. The subject of the business to be discussed in executive session shall first be announced in open session. The Secretary shall keep minutes of the special session and record in a special set of Confidential Corporate Records the transactions occurring thereat. Board Powers and DutiesPowers and Duties. The Board of Directors shall have all the powers and duties necessary for its proper scope of administration of the Association, as provided by law, the Articles of Incorporation and these Bylaws, and may perform all acts necessary and proper to fulfill its duty. ARTICLE 6 OFFICERS, ELECTION, TERMOfficers. The Board of Directors shall elect or appoint a Chairman, who shall be Martin C. Boire as contemplated above, and a President, and such other officers as it may deem desirable, who shall have the authority to perform and shall perform the duties from time to time prescribed by the Board of Directors. Any two offices may be held by the same person, but where possible the offices of President and Treasurer, if a Treasurer is appointed, shall be held by different persons. Election and Term. Officers shall be elected annually by the Board of Directors. Each Officer shall hold office until his or her successor has been elected and qualified, or until his or her prior resignation or removal. Vacancies. If the office of any Officer becomes vacant, the Board of Directors by a majority vote may appoint any qualified person to fill such vacancy, who shall hold office for the unexpired term and until his or her successor shall be duly chosen. Removal. Any or all of the Officers may be removed with or without cause by vote of a majority of the Board of Directors at the annual meeting or a special meeting of the Board of Directors called for that purpose or by written consent in lieu of such meeting. Resignation. An Officer may resign at any time by giving written notice to the Board or the President. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and acceptance of the resignation shall not be necessary to make the resignation effective. Salaries. Officers shall receive no salaries for their services unless approved by the Board of Directors, and in that event shall be in the amount set by the Board of Directors, both of such being determined from time to time and properly recorded in the Corporate Records. Powers and Duties. The officers of the Association shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board of Directors. When appointed, the particular officers of this Association shall have the following particular duties:
ARTICLE 7 MEMBERSHIP CLASSES, JOINING, NOTICEMember Composition and SelectionClasses of Members. ASOTA has three membership classes: Class A, Class B, Class C. ASOTA is not required to issue certificates of membership, but may issue them electronically in its sole and absolute discretion. Class B and Class C may have varying membership levels. How Membership May Be Established. Anyone who believes in what ASOTA is doing and desires to join may do so by several means:
Member Privileges and Nature
Class B and C Membership may be granted other privileges by the Board, Officers, or management based upon various membership levels. These levels may vary from state chapter to state chapter. The levels may among such other things as may be established by the Board, Officers, or management, be used to determine entitlement to DMV-issued Support Our Troops specialty motor vehicle license plates, the ability to directly contact State Coordinators and Chapter Coordinators, and may involve the payment of dues in exchange for discounts, increased privileges, programs. and the like. Nature of Membership. Membership is voluntary, at-will, and meant to be very simple. Membership is not transferable. ASOTA is not required to issue certificates of membership, but may issue them electronically in its sole and absolute discretion. Class B and C Members are not voting members of ASOTA and do not have voting power or entitlement to notice of or attendance at corporate meetings, or the right to inspect corporate records.
Agreement. Membership expressly constitutes acknowledgment of and agreement to the "Governing Law and Venue" and the "Intellectual Property Matters" paragraphs of the Bylaws. State Chapter Membership and RulesChapter Rules. Individuals (Class B Members) become Members of their respective state chapter upon joining ASOTA, and take membership subject to their state Chapter Rules as then posted on this website and as from time to time amended and posted. Member MeetingsOrganizational Meeting. The first meeting of the Class A Membership shall be conducted by written action in lieu of meeting. Annual Meetings. The annual meeting of the Class A, B and C Membership of the Association shall be held on the 3rd day of April of each year or at such other time and place designated by the Board of Directors. Business transacted at the annual meeting shall include the election of Directors of the Association and all other matters properly before the Class A Members. If the designated day falls on a Sunday or legal holiday, then the meeting shall be held on the first business day thereafter. Special Meetings. Special meetings of the Class A Membership may be held when called by electronic notice issued by the President or the Chairman. Place of Membership Meetings. Membership meetings will be held electronically from the office of the Association or at such other places, either within or without the State of Florida, as the Class A Member may from time to time determine. Meetings may be conducted and disseminated by streaming audio video on the Association's website, via internet conference room or meeting point, telephone conference call, video conference, or any other means generally practiced or accepted in the business community. Conduct of Meetings. The Chairman shall preside over all meetings of the Class A Membership. In the Chairman's absence, the President shall preside over such meetings. Minutes of the meeting shall be kept and placed in the Corporate Records. Written Action in Lieu of Meeting. The Class A Member may take any action required by law to be taken at a meeting of the Membership, or any action which may be taken at a meeting of the Membership, without a meeting if a consent in writing setting forth the action so taken is signed by the Class A Member and placed in the Corporate Records. Said written action shall have the same force and effect as a vote of the Class A Member. The action will be effective upon signature or may provide for a specific effective date not earlier than one month prior to the date it is signed. Signature of a written action in lieu of meeting shall be deemed the equivalent of proper notice and wavier of notice, and shall constitute attendance. Executive Session. The Class A Member may adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters and litigation in which the Association is or may become involved. The subject of business to be discussed in executive session shall first be announced in open session. Minutes shall be kept of the special session and recorded in a special set of Confidential Corporate Records. Membership Disassociation. Membership in ASOTA is voluntary and indefinite and Members may withdraw whenever and for whatever reason they want, and in turn ASOTA may disassociate Members or amend these Bylaws without consequences. Members may be disassociated for acts which in the opinion of the Board of Directors are contrary to the objectives or philosophy of ASOTA or SOT or violative of the Bylaws or Resolutions. Upon disassociation of membership the certain duties and protections owed to ASOTA or third parties as then specified in these Bylaws or Resolutions of the Board of Directors will continue in force and effect. See presently the "Intellectual Property Matters", "Specific Performance; Bond Waiver" and "Indemnification" paragraphs or sections of these Bylaws, and their emphasis for extra notice is not expressio unis est exclusio alterius. Member Electronic NoticeNotice. It is the express intent of ASOTA not to incur the expense of having to provide notice of anything by transmission of a writing in physical form, which would consume potentially many thousands of dollars that the Association would rather pass on to its intended beneficiaries. No notice is required, but to the extent that ASOTA elects in its discretion to deliver notice, notice for all purposes may be communicated in any electronic form, including without limitation, automated telephone dialers, email, or posting on ASOTA's website or electronic network. Acceptance of membership constitutes irrevocable acceptance by a member to receive all notices by electronic transmission both during and after membership. Electronic notice is effective when (a) actually transmitted by electronic mail, if correctly directed to the last known electronic mail address at which the member has consented to receive notice, or (b) posted on the ASOTA website or an electronic network that the member has consented to consult, or (c) correctly transmitted to the member, if by any other form of electronic transmission consented to by the member to whom notice is given. It is the responsibility of the member to notify ASOTA of any change in the member's electronic address, and notice is effective if given to the last known electronic address provided by a member whether or not correct and current. Member DisassociationMalefactors. ASOTA may elect, in its sole and absolute discretion, to terminate the membership of any Class B and C Member. To prevent anyone from joining ASOTA, or using their Class B or C Membership to facilitate a cause or activities incompatible with the objectives or philosophies of ASOTA Class B and C Members are prohibited from engaging in the following conduct, which list is not exhaustive or exclusive:
Disassociation as Member. ASOTA has the right to disassociate any Member who ASOTA in its sole discretion is of the opinion:
ARTICLE 8 INTELLECTUAL PROPERTY MATTERSTrademark Ownership. Support Our Troops, Inc. (SOT), Support Our Troops Foundation, Inc. (SOTF), and/or D-Generation, Inc. (“D-GEN” and SOTF being third party beneficiaries without recourse, and their assigns without recourse) respectively own the marks as defined herein, and each Member recognizes the substantial value and associated goodwill of the marks. Members covenant not to not alter, modify, dilute, or misuse the marks, bring them into disrepute, or challenge the rights of SOT, SOTF, or D-Gen in them. Members rights under these Bylaws shall not alter their obligation to honor common law and tradenames and copyrights of Support Our Troops, Inc. SOTF, or D-Gen, and furthermore, transmittal of information to Members via the association’s website Site or anything thereunder or hereunder, shall at no time be considered a publication, sale, or offer to sell under copyright, tradename or common law. Goodwill. Each Member acknowledges the value of goodwill associated with the marks listed herein and appearing on the association’s website, and agrees that Support Our Troops, Inc, D-GEN and/or SOTF, respectively, are respectively the sole owner(s) of such goodwill. Any goodwill generated as a result of use of the marks by Members will inure to the benefit of SOT, D-GEN, and/or SOTF, respectively. Affirmation of Marks. Each Member acknowledges the ownership by Support Our Troops, Inc. (SOT), Support Our Troops Foundation, Inc. (SOTF), and/or D-Generation, Inc. (“D-GEN” and SOTF being third party beneficiaries without recourse, and their assigns without recourse), of the trademarks listed herein or on the association’s web site, whether or not the mark is yet registered, under common law and by contract, and each Member further agrees to do nothing inconsistent with such ownership, and that any use of the trademarks by Member shall inure to the benefit of SOT, SOTF, or D-GEN, respectively, As a matter of contract, each Members acknowledges and agree by law and by contract that Support SOT, Inc., SOTF, and D-GEN, respectively, in all classes and as an object at the federal level and in all fifty states respectively own(s) the following trademarks names and associated goodwill, and you agree not to do anything inconsistent with that ownership, will not attempt to register them or any modifications of or evolutions of them, and will cooperate with SOT’s, SOTF'S or D-Gen’s efforts to protect, defend or procure registration of the design marks and word marks for the benefit of the troops and their families: SOT®; Support Our Troops®, Support Our Troops, Inc.; Support Our Troops Foundation®; Salute Our Troops™; Support Our Heroes®; Salute Our Heroes™; Support Our Soldiers™; Salute Our Soldiers™; Heroes Fund®; Support Our Troops Fund®; Heroes™; Salute™; Save Our Troops™; Save Our Soldiers™; Seal of Assurance™; X-Ribbon™; X-Magnet™; XRibbon™; XMagnet™; The Blue Star™; The Yellow Ribbon™; the yellow ribbon in all shapes and configurations when used in relation to the military; all word marks and graphic marks posted on the BrandList on this Site or otherwise used by SOT. Each Member agrees to sign a single sheet acknowledgment of this at any time, and irrevocably appoints SOT as Member’s attorney-in-fact to do so without notice and without recourse. Each Member agrees not to seek or claim a copyright on artwork which incorporates the marks, on the above or similar trademarks, or proprietary matters. Each Member agrees that their information as provided by them may be used to create a one sheet trademark ownership confirmation listing the foregoing which may be used and filed of public record, and agrees to stand by that document. Protection of SOT's Interest. It is important to protect the interests of SOT and its ability to act for the troops and their families. Therefore, in fundamental consideration for the opportunity to become a Member of the Association, you contractually agree that you will not either now or any time in the future, for free or for direct or indirect gain or compensation, do the following for yourself or another within the fifty states regarding the marks listed in this Article: (1) compete against SOT in any manner employing the same; (2) employ or utilize the same except in a relationship with the Association; (3) supply the same to unauthorized persons; (4) create or utilize any competitive accreditation service similar to the Seal of Assurance™; (5) sell goods or offer using any other of our marks unless agreed to in writing by SOT or the Association. The provisions of this Article will continue in effect after a Member leaves ASOTA or is disassociated from ASOTA. Further, each Member agrees to abide by the terms and conditions of ASOTA's license agreement and arrangement with SOT, SOTF, and/or D-Gen, which terms and conditions are provided on ASOTA's website, and agree to indemnify and hold ASOTA harmless from any damages associated with the Member’s violation of the license terms and conditions. ARTICLE 9 GENERAL MATTERSPriority of Documents. The provisions of the Articles of Incorporation control over these Bylaws. Privacy Policy. Privacy and opt-out policies are as set forth in the privacy policy stated from time to time on the Association's website, and are incorporated herein by reference. ASOTA and SOT may retain and continue to use a Member's information after the Member's departure or disassociation. Affiliates. The state chapters, ASOTA, and SOT are hereby for privacy purposes stipulated to be affiliates for information sharing and opt-out purposes. Website Use and Conduct. The Association functions through a website, presently located within www.SupportOurTroops.org. Members agree to be governed by and adhere to the rules and policies governing usage of that site, as posted from time to time therein and thereon, including without limitation, the Website Terms of Use, Privacy Policy, Security Policy, and Forum Rules. In all events, each Member covenants not to undertake any action that imposes an unreasonable or disproportionately large load on the website infrastructure, or harms the operation of website in any way. Books and Records. The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors, and committees of Directors. Form of Records. Any books, records and minutes may be in written form or in any other form capable of being converted into written or audible form within a reasonable time. Directors Inspection Rights. Any Director shall have the right to examine, in person or by agent or attorney, the Association's relevant books and records of account, bylaws, resolutions, written action in lieu of meetings, minutes and records of meetings of Directors and committees. The inquiring Director shall have the right to make extracts therefrom and photocopies thereof at his or her expense. The inspection shall take place at the office of the Association during the hours set by Florida Statute for the presence of a Association's resident agent. The Director's right to examine must be exercised for a purpose reasonably related to his or her interest as a Director. Indemnification. The Association shall indemnify its Incorporator, Officers and Directors against, and hold them harmless from, any and all claims, demands, liabilities, actions, suits, and proceedings of every kind, which shall all be advanced by the Association, caused by, arising out of, connected with, or resulting from their corporate duties and obligations, including without limitation, any and all actual and consequential damages, lost profits, tortious interference with advantageous business relationships, bodily injury, death, property damage, and any other claim in law or equity arising out of or relating to their corporate duties and obligations. The Association shall advance all fees and costs for counsel, and the Incorporator, Officer or Director shall be entitled to specific performance of this obligation. D&O Insurance. The Association will maintain Directors' & Officers' ("D&O") insurance coverage for the Directors on a form approved by the Board. The coverage amounts shall be that customary in the industries of charity and business of manufacturing and distribution of apparel and other goods. Financial Information. Financial records shall be maintained in a computerized system using industry-standard accounting software. Not later than one (1) month after the close of each fiscal year, the Association shall prepare a balance sheet showing in detail the financial condition of the Association as of the close of its fiscal year, and a profit and loss statement showing the results of the operations of the Association during the fiscal year.
Corporate Seal. The seal of the Association shall be of any shape and bear the name of the Association, the words "OFFICIAL CORPORATE SEAL" and the words "NOT FOR PROFIT CORPORATION, FLORIDA". The seal may be used by causing it to be impressed in a raised fashion with mechanical means, by rubber ink stamp, by electronic transmission, by insertion as a graphic file directly into a computer document, or by any other means generally accepted in commerce and business. Execution. All Association instruments and documents shall be signed or countersigned, executed, verified or acknowledged by such officer or officers or other person or persons as the Board may from time to time designate, or if there is no such designation, then as custom dictates. Fiscal Year. The fiscal year of the Association shall be set by resolution of the Board of Directors. Parliamentary Rules. Except as may be modified on an item by item basis by resolution of the Board of Directors, the edition of Roberts Rules of Order current at the time of the meeting shall govern the conduct of all Association proceedings when not in conflict with Florida law, the Articles of Incorporation, or these Bylaws. Any such modifications shall have force and effect only if they pre-exist the time of the Meeting. Amendment. These Bylaws may be amended from time to time. Amendments are effective when posted on the Association's website. Members should check back periodically to review current Bylaws. The Class A Member may amend these Bylaws at any annual or special meeting of the Members. Notice of the proposed amendment shall be contained in the notice of such special meeting setting forth the proposed amendment and the purpose for the amendment. No notice shall be required for amendments to the Bylaws at the annual meeting of Members, and motions therefor shall be placed upon the agenda upon request during the meeting. Relationship of Parties. Class B and Class C Members are not an agent, employee, subcontractor, joint venturer, or partner of ASOTA or SOT. Notification. Class B and Class C Members are requested to notify ASOTA of any assertion of any claim so that ASOTA may determine in its sole discretion whether it wishes to participate in the matter. Assignment. Class B and Class C Memberships may not be assigned or transferred and will automatically terminate upon any attempted assignment or transfer. Negation Of Warranties. Neither ASOTA nor SOT make any representations and extends no warranties of any kind, either express or implied. There are no express or implied warranties of merchantability or fitness for a particular purpose. Gender; Plural. The singular includes the plural, and the masculine includes the feminine, wherever necessary to effectuate the intent of these Bylaws. Governing Law and Venue. The situs of these Bylaws, the Articles, Resolutions, and all claims either by a Member or relating to ASOTA or SOT is established in the State of Florida in the United States of America. All claims, causes of action at law or equity arising out of these Bylaws, Articles or Resolutions, the relationship between ASOTA, SOT and/or the Members, all matters between Class B and Class C Members and ASOTA, and all questions concerning the meaning, intention, interpretation, performance or enforcement or validity of the terms of these Bylaws or the Articles, shall be judged and resolved in accordance with the laws of the State of Florida or the United State Code in the United States of America and venue for all such matters shall be in the State of Florida, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Florida or any other jurisdiction), that would cause the application of the laws of any jurisdiction other than the State of Florida. No legal action may be brought in any other jurisdiction, except that any legal, equitable, or injunctive action commenced in Florida may be enforced in court's throughout the United States. Language of Construction. The Bylaws, Articles, and Resolutions are written in American English, and American English shall be the language employed to construe these rules and resolve any conflict or unclarity herein. All persons involved in ASOTA are charged with the legal duty to know American English and any lack of that understanding will not affect the application or interpretation of these rules. Headings. The headings above the various provisions herein are to make it easier to locate the subject matter covered by various provisions, and are not to be used in ascertaining or construing the intent of the parties or the substantive content of a paragraph. Definitions. The following definitions apply in these Bylaws: "SOT" means Support Our Troops, Inc., a Florida 501(c)(3) not-for-profit corporation. "SOTF" means Support Our Troops Foundation, Inc. which licenses SOT various trademarks and servicemarks, and is a third party beneficiary of but not a party to these Bylaws. "D-GEN" means D-Generation, Inc., which assists SOT in various trademark and intellectual property matters, and is a third party beneficiary of but not a party to these Bylaws. Invalid, Unenforceable, or Illegal Provisions. Should any provision of these Bylaws, the Articles, or Resolutions, be, become, or be declared, invalid, unenforceable, or illegal, the remaining provisions shall be and continue in full force and effect, and the invalid, unenforceable or illegal provision shall be construed to the maximum extent possible to effectuate its intent and the intent of the rest of the applicable document. Specific Performance; Bond Waiver. Class B and Class C Members agree that any breach of any of the provisions of the sections of these Bylaws titled "Malefactors" or "Intellectual Property Matters", “Website Use and Conduct,” or of a Fundraiser License or Event License, will irreparably harm SOT. In addition to any other remedies available in law or equity, ASOTA is entitled to an order granting a temporary, emergency, and/or permanent injunction and/or specific performance compelling Class B and Class C Members to comply with said provisions, without a hearing, posting of a bond, proof of monetary damage or an inadequate remedy at law, or compliance with any other legal or procedural requirement for obtaining injunctive relief. Class B and Class C Members expressly and forever waive the posting of any and all bonds, and presentation of expert testimony by ASOTA which may be required by Rule of Court or by statute or common law for injunctive or other relief sought for matter arising out of or relating to these Bylaws. An injunction and a temporary or preliminary injunction may be obtained on affidavit within Florida and then lodged and enforced through a court in any other jurisdiction in the United States. The provisions of this paragraph will continue in effect after a Member withdraws from ASOTA or is disassociated from ASOTA. Indemnification. Class B and Class C Members agree to jointly and severally indemnify save and hold harmless ASOTA, SOT and/or D-Gen their affiliated entities, members of their governing boards, and their respective officers, webmaster, web hosts, employees and agents from any and all claims, suits, damages, costs and expenses, arising from a Member's conduct which is in violation of the Articles, these Bylaws, Resolutions, use of the Association website, a Fundraiser License, an Event License, and Malefactor and Intellectual Property Matters. Class B and Class C Members will indemnify said persons and entities against, and hold them harmless from, any and all claims, demands, liabilities, actions, suits, and proceedings of every kind, caused by, arising out of, connected with, or resulting from Member's violation of these Bylaws, Resolutions, use of the Association website, a Fundraiser License, an Event License, and Malefactor and Intellectual Property Matters, including without limitation, any and all actual and consequential damages, lost profits, tortious interference with advantageous business relationships, bodily injury, death, property damage, and any other claim in law or equity arising out of or relating to the actions of Class B and Class C Members under same. ASOTA, SOT and/or D-Gen shall not be liable for any loss, damage, or injury to B-Members or others arising out of or relating to the actions of Class B and Class C Members and Class B and Class C Members hereby release them from same. The provisions of this paragraph will continue in effect after a Member withdraws from ASOTA or is disassociated from ASOTA. Modification. No person, employee, agent, secretary, or assistant, has the authority to verbally or in writing modify, waive or alter, these Bylaws. No change or modification of these Bylaws shall be valid unless the same is herein posted on this website. Corporate Entity; Release. Class B and Class C Members acknowledge and agree that as to any matters relating to SOT or D-Gen they are dealing with a corporate entity and that the persons who represent that corporation act on behalf of the corporation in their corporate capacities and not in their personal capacity and have no personal liability. This provision is fundamental to these Bylaws and the granting of Membership, and therefor in consideration for entering being admitted to ASOTA, Class B and Class C Members release and discharge SOT's and D-Gen's officers, directors, shareholders, employees, suppliers, and software programmers of and from any and all rights, claims, damages, demands, actions, causes of action, or suits in equity, of whatever kind or nature, and whether accruing now or in the future, and whether known or unknown to the parties, arising out of or relating to these Bylaws, the Articles, Resolutions, a Fundraiser License, an Event License, and Malefactor and Intellectual Property Matters. Each Member agrees to indemnify and hold harmless SOT's or D-Gen's officers, directors, shareholders, employees, suppliers, and software programmers from, any and all claims, demands, liabilities, actions, suits, and proceedings of every kind, caused by, arising out of, connected with, or resulting from these Bylaws, the Articles, Resolutions, a Fundraiser License, an Event License, and Malefactor and Intellectual Property Matters. Arbitration of Disputes. PLEASE READ THIS ARBITRATION PROVISION CAREFULLY. IT PROVIDES THAT ANY DISPUTE MAY BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT. YOU WILL NOT BE ABLE TO BRING A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN COURT SUCH AS THAT IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION, NOR WILL YOU BE ABLE TO BRING AN CLAIM IN ARBITRATION AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. YOU WILL NOT BE ABLE TO BE PART OF ANY CLASS ACTION OR OTHER REPRESENTATIVE ACTION BROUGHT BY ANYONE ELSE, OR BE REPRESENTED IN A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN THE ABSENCE OF THIS ARBITRATION AGREEMENTS, YOU AND WE MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO BRING CLAIMS IN A COURT, BEFORE A JUDGE OR JURY, AND/OR TO PARTICIPATE OR BE REPRESENTED IN A CASE FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS AND OTHER REPRESENTATIVE ACTIONS). OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO A COURT, SUCH AS DISCOVERY OR THE RIGHT TO APPEAL THE DECISION MAY BE MORE LIMITED EXCEPT AS OTHERWISE PROVIDED BELOW. ALL THOSE RIGHTS ARE WAIVED. Any controversy not settled between the parties, arising out of or relating to this Association or Membership, shall be determined by binding arbitration conducted in Florida in accordance with the Florida Arbitration Code as amended. These matters shall without limitation include: formation of the Membership; failure or refusal to perform the requirements in whole or part; all rights, claims, damages, demands, actions, causes of action, in law, equity, tort, or contract; issues regarding the scope of or waivers of the arbitration agreement; matters arising after termination of the Membership; all addenda, subsequent agreements, related agreements, modifications, or dealings arising out of or related to the Membership; inability of the parties to agree as to the effect or interpretation of any term or provision of the Membership; issues concerning the, meaning, intention, interpretation, performance or enforcement or validity of the terms of the Membership. The arbitrator shall be a member of the American Arbitration Association and shall be chosen by AAA without input from either party. The arbitrator shall have at least five (5) years experience dealing with licensing matters. The arbitrator may determine the question's) presented and render a final award. Any action taken, determination made, and award granted by the arbitrator will be binding on the parties and confirmable and enforceable by a court of law. The loser of the Arbitration as decided by the arbitrator shall pay all costs, but not attorney’s fees, and the arbitrator may require these costs to be posted in advance to assure payment. Each party shall bear their own attorney's fees and costs. The decision and any award will be made in writing within fifteen (15) days from the date of the arbitration hearing. An assignee, successor in interest, or economic beneficiary of this License shall also be bound by this arbitration provision, and in the event of lack of a signature confirming assent, the act of acceptance of the benefit of the contract or other act of performance of the contract shall constitute such assent. The arbitration shall be limited. No discovery shall be allowed or depositions taken. All arbitrations shall be limited to a single brief no longer then ten (10) pages in length with half-inch margins and using 12 point Arial font. All assumptions must be taken in favor of SOT. The decision and award must be based on the contract. Issues about the scope of the arbitration agreement or about waivers of the arbitration agreement shall be resolved in favor of arbitration. Any ambiguous provisions dealing with arbitration shall be construed in favor of arbitrating disputes arising out of this contract or its performance. The License and any ambiguity herein shall be interpreted in favor of SOT. A hearing shall only be allowed if required by the arbitrator. Waiver Of Right to Jury Trial. EACH MEMBER AND ANY OTHER PERSON CLAIMING IN RELATION TO THE ARTICLES OF INCORPORATION, THESE BYLAWS OR RESOLUTIONS PROMULGATED BY THE BOARD OF DIRECTORS, A FUNDRAISER LICENSE, OR AN EVENT LICENSE, KNOWINGLY AND WILLINGLY WAIVES ANY RIGHT THEY HAVE UNDER APPLICABLE LAW TO A TRIAL BY JURY FOR ANYTHING ARISING OUT OF OR IN ANY WAY RELATED TO SAID ARTICLES, BYLAWS, RESOLUTIONS, LICENSES, OR ACTIVITIES THERE UNDER. END OF BYLAWS Adopted by the Board of Directors on 5-9-2007 |
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