Foundation By-Laws
BYLAWS
THE AIR UNIVERSITY FOUNDATION
Table of Contents
ARTICLE I - NAME, PURPOSES AND STRUCTURE PAGE
Section 1. Name 3
Section 2. Purpose 3
Section 3. Rules of Order 3
Section 4. Fiscal year and Audit 3
Section 5. Indemnification 3
Section 6. Insurance 4
ARTICLE II - MEMBERSHIP
Section 1. Members 4
Section 2. Communications 4
ARTICLE III - EXEMPT ACTIVITIES
Section 1. Limitations on Activities 5
ARTICLE IV - BOARD OF TRUSTEES
Section 1. Management and Elections of Trustees 5
Section 2. Trustee Elections and Terms 5
Section 3. Unexpired Terms of Trustees 6
Section 4. Compensation 6
Section 5. Special Meetings 6
Section 6. Quorum 6
Section 7. Action by Unanimous Consent 6
Section 8. Committees of the Board 6
Section 9. Standing Committees 7
Section 10. Annual Contributions by Trustees 8
ARTICLE V - OFFICERS
Section 1. Number 8
Section 2. Election and Term of Office 8
Section 3. Removal of Officers and Agents by Board of Trustees 8
Section 4. Chairman 8
Section 5. Vice-Chairman 9
Section 6. Secretary/Treasurer 9
Section 7. Bonds of Officers 10
Section 8. Powers and Duties of Officers 10
Section 9. Voting Upon Shares of Other Corporations 10
ARTICLE VI - FOUNDATION EMPLOYEES (NON-OFFICERS)
Section 1. Foundation Employees 11
ARTICLE VII - DONORS OF THE FOUNDATION
Section 1. Categories of Contributors 11
Section 2. Acknowledgment to Contributors 12
ARTICLE VIII - NOT FOR PROFIT OPERATION
Section 1. Limitations on Operation 12
ARTICLE IX - C0NTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts 12
Section 2. Loans 12
Section 3. Checks, Drafts, and Other Orders 12
Section 4. Deposits 12
ARTICLE X - GIFTS & GRANTS
Section 1. Gifts 13
Section 2. Special Purpose 13
Section 3. Grants to Air University Organizations 13
ARTICLE XI - AMENDMENTS
Section 1. Amendments, Repeal, Etc. 13
BYLAWS
OF
THE AIR UNIVERSITY FOUNDATION
(The “Foundation”)
As amended by Board of Trustees 2 April 2026
ARTICLE I
Name, Purpose, and Structure
Section 1. Name. The name of this organization will be “The Air University Foundation” (herein “Foundation”)
Section 2. Purpose. The Foundation is organized and shall operate a supporting organization exclusively for the benefit of, to perform the functions of, and to carry out the purposes of The Air University. To this end, the objectives of the Foundation shall include the following:
To provide a private, self-sustaining, non-profit organization to support, advance, and promote the ideals and purposes of The Air University.
Section 3. Rules of Order. All meetings of the Foundation, the Board of Trustees, committees, and other agencies of the Foundation shall transact business in accordance with the latest edition of Robert’s Rules of Order, except insofar as such rules may conflict with provisions of these Bylaws, in which case, the provisions of the Bylaws shall prevail.
Section 4. Fiscal Year and Audit. The Foundation shall operate on a fiscal year beginning on January 1 of each year and ending on December 31 of that year. The financial accounts and records shall be audited or reviewed annually by a Certified Public Accountant, appointed by the Board of Trustees upon recommendation of the Finance Committee, with copies being provided to (a) each Trustee, (b) the members of the Finance Committee, and (c) to any member, upon written request. Copies of the annual audit will be available at the Annual Meeting of the members.
Section 5. Indemnification. The Foundation will indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit, demand, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was acting within the scope of his office in good faith as a Trustee, Officer, employee, or agent of the Foundation. The rights provided by this section shall (a) not be deemed exclusive of, nor in any way limited to, any other rights to which such person may be entitled hereunder; (b) continue as to a person who has ceased to be a Trustee, Officer, Employee, Agent or Trustee as to acts performed during the term of his office; and (c) insure to the benefit of such person’s heirs and legal representatives. The rights of indemnification include the right to be reimbursed for any and all reasonable expenses incurred (to include attorneys’ fees) in defending any claim, action, demand, suit, or proceeding while acting pursuant to the scope of their office as a Trustee, Officer, employee, or agent.
Section 6. Insurance. The Foundation will purchase and maintain liability insurance on behalf of any person who is or was a Trustee, Officer, employee, or agent of the Foundation against any claim, demand, suit, action or proceeding for liability asserted against him while acting within the scope of his status as such. The policies will be in such amounts as may be determined from time to time by the Board. The purchase of such insurance does not diminish the rights of such persons for indemnification and to be held harmless.
ARTICLE II
MEMBERS
Section 1. Members. The Foundation may establish a membership program at the discretion of the Board of Trustees of the Foundation as and to the extent provided or permitted by the Alabama Nonprofit Corporation Act, (Code of Alabama, 1975, Section 10-3A-1 et seq.) Categories of membership may be established to reflect levels of giving, and to provide incentive for potential donors.
Section 2. Communications.
ARTICLE III
EXEMPT ACTIVITIES
Section 1. Limitations on Activities. Notwithstanding any other provision of these By-Laws, no Trustee, officer, employee, or representative of the Foundation shall take any action or carry on any activity by or on behalf of the Foundation not permitted to be taken or carried on by an organization exempt under Section 501(c) (3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended (the “Code”), or by an organization contributions to which are deductible under Section 170(c)(2) of the Code.
ARTICLE IV
BOARD OF TRUSTEES
Section 1. Management and Election of Trustees. The business and affairs of the Foundation shall be managed by the Board of Trustees of the Foundation. The Board of Trustees shall consist of not less than three (3) nor more than thirty-six (36) Trustees. All Trustees shall be elected by the existing group of Trustees and their successors. Election as a Trustee shall require at least a majority vote by a quorum of the presently serving Trustees.
Section 2. Trustee Elections and Terms. All elected Trustees shall be selected in accordance with the following procedure: Trustees are elected at an annual meeting of the Board of Trustees, and Trustees who are elected in the interim to fill vacancies and newly created Trusteeships, shall hold office until the next annual meeting of the Board of Trustees and until their successors have been elected and shall have qualified. In the interim between annual meetings or of special meetings of the Board of Trustees called for the election of Trustees, newly created Trusteeships and any vacancies resulting from the removal of Trustees may be filled by the vote of the remaining Trustees then in office. Trustees are elected for one- (1) to three- (3) year term as determined to be in the best interest of the Foundation and the desires of the Trustee being nominated to serve. Trustees may be invited to extend their term of service beyond three years at the discretion of the Chairman of the Board. A Trustee may resign at any time upon notice to the Foundation.
Section 3. Unexpired Terms of Trustees. The serving Board of Officers of the Foundation, with the written approval of the Chairman of the Board, shall have authority to select Trustees for any unexpired terms with respect to Trustees who fail for any reason to complete their term in office.
Section 4. Compensation. Neither Trustees, officers, nor a close relative of a Trustee, shall receive any compensation for their services. The Foundation may also choose to employ a professional Executive Director, and any other required staff positions, full- or part-time, and provide those individuals with compensation commensurate with the established jobs.
Section 5. Special Meetings. Special meetings of the Board of Trustees may be called by the Chairman or by any two (2) Trustees, and it shall thereupon be the duty of the Secretary/Treasurer to cause notice of such meetings to be given as hereinafter provided. The Chairman or the Trustees calling the meeting shall fix the time and place for the holding of the meeting.
Section 6. Quorum. A majority of the then members of the Board of Trustees in office, but never less than three members, shall constitute a quorum, provided that if less than such majority of the Trustees is present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time; and provide further that the Secretary/Treasurer shall notify any absent Trustees of the time and place of such adjourned meeting. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.
Section 7. Action by Unanimous Consent. In accordance with Code of Alabama, 1975, Section 10-3A-40, any action of the Trustees, including an annual meeting, may be by consent in writing, setting forth the action to be taken, signed by a majority of Trustees who are in office on the effective date of such action.
Section 8. Committees of the Board. The Board of Trustees may, by resolution or resolutions, designate one or more committees, each committee to consist of two or more of the Trustees of the Foundation, which, to the extent provided in such resolution or resolutions, shall have and may during intervals between the meetings of the Board, exercise the powers of the Board of Trustees in the conduct of the affairs of the Foundation and shall have the power to authorize the seal of the Foundation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution or resolutions adopted by the Board of Trustees. The designation of any such committee or committees, and the delegation thereto of authority, shall not operate to relieve the Board of Trustees, or any member thereof, of any responsibility imposed upon it or him or her by law.
Section 9. Standing Committees. Unless otherwise noted herein, the President shall appoint the chairman of the following committees, and the chairman shall appoint one or more committee members.
The Financial Committee.
Executive Committee.
There shall be an Executive Committee of the Board consisting of the following persons: The Chairman of the Board, The Vice- Chairman of the Board and The Secretary/Treasurer of the Board. The Chairman of the Board, at his discretion, may appoint up to two other Trustees.
Long-Range Planning Committee.
The purpose of such committee is to research and recommend long- range future activities and plans to the Board.
Parliamentarian.
The Chairman shall appoint a Parliamentarian. The Parliamentarian shall advise the Chairmen, other officers, and committees on matter of parliamentary procedure.
Section 10. Annual Contributions by Trustees. Each Trustee is expected to contribute a minimum of $2,000 annually via personal gift, or by obtaining such gift from a company, organization, or individual.
ARTICLE V
OFFICERS
Section 1. Number. The officers of the Foundation shall be a Chairman, Vice-Chairman, and Secretary/Treasurer. All of the officers will be members of the Board of Trustees.
Section 2. Election and Term of Office. The officers shall be elected biannually by the Board of Trustees at a regular annual meeting of the Board of Trustees. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office for a period of two years or until his or her successor shall have been elected. Except as otherwise provided in these By Laws, any vacancy in any office shall be filled by the Board of Trustees for the unexpired portion of the term.
Section 3. Removal of Officers and Agents by Board of Trustees. Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment; the best interests of the Foundation will be served thereby. Removal will require a 2/3 vote of the Trustees when there is a quorum.
Section 4. Chairman. The Chairman shall preside at all meetings of the Board of Trustees. The Chairman shall be the head of the Foundation and, in the recess of the Board of Trustees, shall have the general control and management of all the business and affairs of the Foundation. The Chairman shall also exercise such further powers and perform such other duties as may from time to time be conferred upon or assigned by the By Laws, or the Board of Trustees. The Chairman shall make annual reports and submit the same to the Board of Trustees at their meeting, showing the condition and the affairs of the Foundation. The Chairman shall from time to time make such recommendations to the Board of Trustees, and any other such committee, as the Chairman thinks proper and shall bring before the Board of Trustees, and any other committee, such information as may be required, relating to the business and property of the Foundation.
a. In general, the Chairman shall perform all duties incident to the office of the Chairman, and such other duties as may be prescribed by the Board of Trustees.
b. Shall be the principal executive officer of the Foundation, and unless otherwise determined by the members of the Board of Trustees, shall preside at all meetings of the Board of Trustees.
c. May sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Trustees to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Trustees or by the By Laws to such other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed; and
d. Shall in general perform all duties incident to the office of the Chairman and such other duties as may be prescribed by the Board of Trustees from time to time.
Section 5. Vice-Chairman. In the absence of the Chairman or in the event
of inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice-Chairman shall also perform such other duties as from time to time may be assigned to him or her by the Board of Trustees.
Section 6. Secretary/Treasurer. The Secretary/Treasurer shall:
a. Keep the minutes of the meeting of the Board of Trustees in one or more books provided for that purpose.
b. See that all notices are duly given in accordance with these By Laws or as required by law.
c. Be custodian of the corporate records and of the seal of the Foundation and affix the seal of the Foundation to documents, the execution of which on behalf of the Foundation under its seal is duly authorized in accordance with the provisions of these By Laws.
d. Keep a register of the names and post-office addresses of all Trustees and members.
e. Keep on file, at all times, a complete copy of the Articles of Incorporation and By Laws of the Foundation containing all amendments thereto (which copy shall always be open to the inspection of any Trustee), and at the expense of the Foundation, forward a copy of the By Laws and of all amendments thereto to each Trustee by email.
f. Provide oversight and periodic reviews of the financial records of the Foundation to include reviewing the annual budget and quarterly reviewing the actual performance against the budget.
g. Provide guidance and oversight with respect to the allocation of Foundation funds and securities and investment of such funds and securities.
Section 7. Bonds of Officers. The Secretary/Treasurer and any other officer or agent of the Foundation charged with responsibility for the custody of any of its funds or property may be required to give bond in such sum and with such surety as the Board of Trustees shall determine. The Board, in its discretion, may also require any other officer, agent, or employee of the Foundation to give bond in such amount, and with such surety as it shall determine.
Section 8. Powers and Duties of Officers. The powers and duties of
Officers, agents, and employees shall be fixed by the Board of Trustees subject to the provisions of these By Laws.
Section 9. Voting Upon Shares of Other Corporations. Unless otherwise ordered by the Board of Trustees, the Chairman shall have full power and authority on behalf of the Foundation to vote either in person, or by proxy, at any meeting of shareholders of any foundation in which the Foundation may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner thereof, the Foundation might have possessed and exercised if present. The Board of Trustees may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.
ARTICLE VI
FOUNDATION EMPLOYEES (NON-OFFICERS)
Section 1. Foundation Employees. The Executive Director and other employees of the Foundation will be compensated as stipulated by the Board of Trustees.
ARTICLE VII
DONORS OF THE FOUNDATION
Section 1. Categories of Contributors. The following categories of Foundation contributors are established based on the following minimum contribution thresholds:
Any company, organization, or individual is welcome to become a supporter of the AU Foundation. Below are the annual and cumulative contribution levels that will be recognized each year on the Foundation web site. Without individual and corporate contributions, the AU Foundation could not possibly accomplish its important mission in support of Air University.
Cumulative Recognition Levels
General Carl “Tooey” Spaatz Club: $1,000,000 and above
General Claire Chennault - Flying Tiger Council: $500,000 and above
General “Hap” Arnold Council: $100,000 and above
General Jimmy Doolittle - Doolittle Raider’s Council: $50,000 and above
Air University Legacy Council: $25,000 and above
Commandant’s Council: $10,000 and above
Annual Contribution Levels
Patriot’s Council: $5,000 and above
Warrior’s Council: $2,500 and above
Prop and Wings Council: $1,000 and above
Thunderbird’s Council: $500 and above
Friends of the Foundation: $100 and above
Section 2. Acknowledgment to Contributors. The Foundation is authorized to provide contributors with an appropriate memento, acknowledgment, or other special recognition.
ARTICLE VIII
NOT FOR PROFIT OPERATION
Section 1. Limitations on Operation. The Foundation shall at all times be operated on a not-for-profit basis. No Trustee, or employee of or person connected with the Foundation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Foundation and no such person or persons shall be entitled to share in the distribution of any of the Foundation’s assets upon the dissolution of the Foundation.
ARTICLE IX
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Trustees may authorize any officer or officers to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Foundation, and no evidence of indebtedness shall be issued in its name unless such loan or indebtedness is authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, and Other Orders. All checks, drafts, or other orders for the payment of money, and all notes or other evidence of indebtedness issued in the name of the Foundation, shall be signed by two such officer or officers, agent or agents of the Foundation in such manner as shall from time to time be determined by resolution of the Board of Trustees.
Section 4. Deposits. All funds of the Foundation not otherwise employed shall be deposited from time to time in the name of the Foundation in such banks, trust companies, or other depositories as the Board of Trustees may select.
ARTICLE X
GIFTS & GRANTS
Section 1. Gifts. Gifts, donations, and bequests for the purposes specified in the Articles of Incorporation, may be given or made to the Foundation. All disbursements of corporate funds shall be under the control of the Board of Trustees.
Section 2. Special Purpose. Unless some designated special purpose accompanies a gift, donation, or bequest, the Board of Trustees may distribute the principal or income for any of the purposes specified in the Articles of Incorporation.
Section 3. Grants to Air University Organizations. The Board of Trustees establishes the following approval authority limits for forwarding grants to Air University Organizations.
- Grants of $1000 and below – Executive Director
- Grants above $1000, up to $2500 – Majority of Executive Committee
- Grants over $2500 – Majority of Board of Trustees
ARTICLE XI
AMENDMENTS
Section 1. Amendements, Repeal, Etc. The By Laws may be added to, amended or repealed, in whole or in part, by the members of the Board of Trustees, in each case by a majority vote at any meeting when a quorum is present, provided that notice of the proposed addition, amendment or repeal has been given to each Trustee in office in the notice of such meeting. The By Laws may also be added to, amended, or repealed, in whole or in part, by majority vote of all the members of the Board of Trustees in office. Any By Laws adopted by the Board of Trustees shall be subject to subsequent amendment or repeal by the Board of Trustees
The foregoing By Laws of Air University Foundation were duly adopted by the Board of Trustees thereof on the 3rd of December 2025.
THE AIR UNIVERSITY FOUNDATION
Table of Contents
ARTICLE I - NAME, PURPOSES AND STRUCTURE PAGE
Section 1. Name 3
Section 2. Purpose 3
Section 3. Rules of Order 3
Section 4. Fiscal year and Audit 3
Section 5. Indemnification 3
Section 6. Insurance 4
ARTICLE II - MEMBERSHIP
Section 1. Members 4
Section 2. Communications 4
ARTICLE III - EXEMPT ACTIVITIES
Section 1. Limitations on Activities 5
ARTICLE IV - BOARD OF TRUSTEES
Section 1. Management and Elections of Trustees 5
Section 2. Trustee Elections and Terms 5
Section 3. Unexpired Terms of Trustees 6
Section 4. Compensation 6
Section 5. Special Meetings 6
Section 6. Quorum 6
Section 7. Action by Unanimous Consent 6
Section 8. Committees of the Board 6
Section 9. Standing Committees 7
Section 10. Annual Contributions by Trustees 8
ARTICLE V - OFFICERS
Section 1. Number 8
Section 2. Election and Term of Office 8
Section 3. Removal of Officers and Agents by Board of Trustees 8
Section 4. Chairman 8
Section 5. Vice-Chairman 9
Section 6. Secretary/Treasurer 9
Section 7. Bonds of Officers 10
Section 8. Powers and Duties of Officers 10
Section 9. Voting Upon Shares of Other Corporations 10
ARTICLE VI - FOUNDATION EMPLOYEES (NON-OFFICERS)
Section 1. Foundation Employees 11
ARTICLE VII - DONORS OF THE FOUNDATION
Section 1. Categories of Contributors 11
Section 2. Acknowledgment to Contributors 12
ARTICLE VIII - NOT FOR PROFIT OPERATION
Section 1. Limitations on Operation 12
ARTICLE IX - C0NTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts 12
Section 2. Loans 12
Section 3. Checks, Drafts, and Other Orders 12
Section 4. Deposits 12
ARTICLE X - GIFTS & GRANTS
Section 1. Gifts 13
Section 2. Special Purpose 13
Section 3. Grants to Air University Organizations 13
ARTICLE XI - AMENDMENTS
Section 1. Amendments, Repeal, Etc. 13
BYLAWS
OF
THE AIR UNIVERSITY FOUNDATION
(The “Foundation”)
As amended by Board of Trustees 2 April 2026
ARTICLE I
Name, Purpose, and Structure
Section 1. Name. The name of this organization will be “The Air University Foundation” (herein “Foundation”)
Section 2. Purpose. The Foundation is organized and shall operate a supporting organization exclusively for the benefit of, to perform the functions of, and to carry out the purposes of The Air University. To this end, the objectives of the Foundation shall include the following:
To provide a private, self-sustaining, non-profit organization to support, advance, and promote the ideals and purposes of The Air University.
Section 3. Rules of Order. All meetings of the Foundation, the Board of Trustees, committees, and other agencies of the Foundation shall transact business in accordance with the latest edition of Robert’s Rules of Order, except insofar as such rules may conflict with provisions of these Bylaws, in which case, the provisions of the Bylaws shall prevail.
Section 4. Fiscal Year and Audit. The Foundation shall operate on a fiscal year beginning on January 1 of each year and ending on December 31 of that year. The financial accounts and records shall be audited or reviewed annually by a Certified Public Accountant, appointed by the Board of Trustees upon recommendation of the Finance Committee, with copies being provided to (a) each Trustee, (b) the members of the Finance Committee, and (c) to any member, upon written request. Copies of the annual audit will be available at the Annual Meeting of the members.
Section 5. Indemnification. The Foundation will indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed claim, action, suit, demand, or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was acting within the scope of his office in good faith as a Trustee, Officer, employee, or agent of the Foundation. The rights provided by this section shall (a) not be deemed exclusive of, nor in any way limited to, any other rights to which such person may be entitled hereunder; (b) continue as to a person who has ceased to be a Trustee, Officer, Employee, Agent or Trustee as to acts performed during the term of his office; and (c) insure to the benefit of such person’s heirs and legal representatives. The rights of indemnification include the right to be reimbursed for any and all reasonable expenses incurred (to include attorneys’ fees) in defending any claim, action, demand, suit, or proceeding while acting pursuant to the scope of their office as a Trustee, Officer, employee, or agent.
Section 6. Insurance. The Foundation will purchase and maintain liability insurance on behalf of any person who is or was a Trustee, Officer, employee, or agent of the Foundation against any claim, demand, suit, action or proceeding for liability asserted against him while acting within the scope of his status as such. The policies will be in such amounts as may be determined from time to time by the Board. The purchase of such insurance does not diminish the rights of such persons for indemnification and to be held harmless.
ARTICLE II
MEMBERS
Section 1. Members. The Foundation may establish a membership program at the discretion of the Board of Trustees of the Foundation as and to the extent provided or permitted by the Alabama Nonprofit Corporation Act, (Code of Alabama, 1975, Section 10-3A-1 et seq.) Categories of membership may be established to reflect levels of giving, and to provide incentive for potential donors.
Section 2. Communications.
- Email, or other electronic notices approved by the Board of Directors, will be considered as appropriate written notice for the purpose of these Bylaws and may be used to communicate with Members and Trustees in all cases where written notice is required in these Bylaws, except as provided for in paragraph b. and c. below.
- Any email, or other electronic notice, must be addressed directly and specifically to the individual address provided by the member or trustee to the Foundation office. Posting on a bulletin board or web pages, or similar group notice, is not considered written notice to members.
- Any individual Member or Trustees may elect to receive all notices by US Postal Service. The Foundation staff will maintain a roster of those Members or Trustees electing to receive written notice via US Postal Service and deliver all notices in that manner when requested.
- In all places in the Bylaws where written notice is specified in the Bylaws, the phrase: "Notice in the form of an electronic transmission is appropriate notice" or words to that effect, will be inserted.
ARTICLE III
EXEMPT ACTIVITIES
Section 1. Limitations on Activities. Notwithstanding any other provision of these By-Laws, no Trustee, officer, employee, or representative of the Foundation shall take any action or carry on any activity by or on behalf of the Foundation not permitted to be taken or carried on by an organization exempt under Section 501(c) (3) of the Internal Revenue Code of 1986 and its Regulations as they now exist or as they may hereafter be amended (the “Code”), or by an organization contributions to which are deductible under Section 170(c)(2) of the Code.
ARTICLE IV
BOARD OF TRUSTEES
Section 1. Management and Election of Trustees. The business and affairs of the Foundation shall be managed by the Board of Trustees of the Foundation. The Board of Trustees shall consist of not less than three (3) nor more than thirty-six (36) Trustees. All Trustees shall be elected by the existing group of Trustees and their successors. Election as a Trustee shall require at least a majority vote by a quorum of the presently serving Trustees.
Section 2. Trustee Elections and Terms. All elected Trustees shall be selected in accordance with the following procedure: Trustees are elected at an annual meeting of the Board of Trustees, and Trustees who are elected in the interim to fill vacancies and newly created Trusteeships, shall hold office until the next annual meeting of the Board of Trustees and until their successors have been elected and shall have qualified. In the interim between annual meetings or of special meetings of the Board of Trustees called for the election of Trustees, newly created Trusteeships and any vacancies resulting from the removal of Trustees may be filled by the vote of the remaining Trustees then in office. Trustees are elected for one- (1) to three- (3) year term as determined to be in the best interest of the Foundation and the desires of the Trustee being nominated to serve. Trustees may be invited to extend their term of service beyond three years at the discretion of the Chairman of the Board. A Trustee may resign at any time upon notice to the Foundation.
Section 3. Unexpired Terms of Trustees. The serving Board of Officers of the Foundation, with the written approval of the Chairman of the Board, shall have authority to select Trustees for any unexpired terms with respect to Trustees who fail for any reason to complete their term in office.
Section 4. Compensation. Neither Trustees, officers, nor a close relative of a Trustee, shall receive any compensation for their services. The Foundation may also choose to employ a professional Executive Director, and any other required staff positions, full- or part-time, and provide those individuals with compensation commensurate with the established jobs.
Section 5. Special Meetings. Special meetings of the Board of Trustees may be called by the Chairman or by any two (2) Trustees, and it shall thereupon be the duty of the Secretary/Treasurer to cause notice of such meetings to be given as hereinafter provided. The Chairman or the Trustees calling the meeting shall fix the time and place for the holding of the meeting.
Section 6. Quorum. A majority of the then members of the Board of Trustees in office, but never less than three members, shall constitute a quorum, provided that if less than such majority of the Trustees is present at said meeting, a majority of the Trustees present may adjourn the meeting from time to time; and provide further that the Secretary/Treasurer shall notify any absent Trustees of the time and place of such adjourned meeting. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Board of Trustees.
Section 7. Action by Unanimous Consent. In accordance with Code of Alabama, 1975, Section 10-3A-40, any action of the Trustees, including an annual meeting, may be by consent in writing, setting forth the action to be taken, signed by a majority of Trustees who are in office on the effective date of such action.
Section 8. Committees of the Board. The Board of Trustees may, by resolution or resolutions, designate one or more committees, each committee to consist of two or more of the Trustees of the Foundation, which, to the extent provided in such resolution or resolutions, shall have and may during intervals between the meetings of the Board, exercise the powers of the Board of Trustees in the conduct of the affairs of the Foundation and shall have the power to authorize the seal of the Foundation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution or resolutions adopted by the Board of Trustees. The designation of any such committee or committees, and the delegation thereto of authority, shall not operate to relieve the Board of Trustees, or any member thereof, of any responsibility imposed upon it or him or her by law.
Section 9. Standing Committees. Unless otherwise noted herein, the President shall appoint the chairman of the following committees, and the chairman shall appoint one or more committee members.
The Financial Committee.
- The committee shall be chaired by the Treasurer. The Executive Director will provide the committee with a draft annual budget, which it will finalize and be submitted to the Board of Trustees no later than forty-five (45) days prior to the end of the fiscal year.
- Monitor the annual budget.
- Make recommendations to the Board of Trustees for amendment of the budget.
- Invest all funds of the Foundation under the guidelines adopted by the Board of Trustees.
- Review the annual audit and make reports and recommendations to the Board.
Executive Committee.
There shall be an Executive Committee of the Board consisting of the following persons: The Chairman of the Board, The Vice- Chairman of the Board and The Secretary/Treasurer of the Board. The Chairman of the Board, at his discretion, may appoint up to two other Trustees.
Long-Range Planning Committee.
The purpose of such committee is to research and recommend long- range future activities and plans to the Board.
Parliamentarian.
The Chairman shall appoint a Parliamentarian. The Parliamentarian shall advise the Chairmen, other officers, and committees on matter of parliamentary procedure.
Section 10. Annual Contributions by Trustees. Each Trustee is expected to contribute a minimum of $2,000 annually via personal gift, or by obtaining such gift from a company, organization, or individual.
ARTICLE V
OFFICERS
Section 1. Number. The officers of the Foundation shall be a Chairman, Vice-Chairman, and Secretary/Treasurer. All of the officers will be members of the Board of Trustees.
Section 2. Election and Term of Office. The officers shall be elected biannually by the Board of Trustees at a regular annual meeting of the Board of Trustees. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office for a period of two years or until his or her successor shall have been elected. Except as otherwise provided in these By Laws, any vacancy in any office shall be filled by the Board of Trustees for the unexpired portion of the term.
Section 3. Removal of Officers and Agents by Board of Trustees. Any officer or agent elected or appointed by the Board of Trustees may be removed by the Board of Trustees whenever in its judgment; the best interests of the Foundation will be served thereby. Removal will require a 2/3 vote of the Trustees when there is a quorum.
Section 4. Chairman. The Chairman shall preside at all meetings of the Board of Trustees. The Chairman shall be the head of the Foundation and, in the recess of the Board of Trustees, shall have the general control and management of all the business and affairs of the Foundation. The Chairman shall also exercise such further powers and perform such other duties as may from time to time be conferred upon or assigned by the By Laws, or the Board of Trustees. The Chairman shall make annual reports and submit the same to the Board of Trustees at their meeting, showing the condition and the affairs of the Foundation. The Chairman shall from time to time make such recommendations to the Board of Trustees, and any other such committee, as the Chairman thinks proper and shall bring before the Board of Trustees, and any other committee, such information as may be required, relating to the business and property of the Foundation.
a. In general, the Chairman shall perform all duties incident to the office of the Chairman, and such other duties as may be prescribed by the Board of Trustees.
b. Shall be the principal executive officer of the Foundation, and unless otherwise determined by the members of the Board of Trustees, shall preside at all meetings of the Board of Trustees.
c. May sign any deeds, mortgages, deeds of trust, notes, bonds, contracts or other instruments authorized by the Board of Trustees to be executed, except in cases in which the signing and execution thereof shall be expressly delegated by the Board of Trustees or by the By Laws to such other officer or agent of the Foundation, or shall be required by law to be otherwise signed or executed; and
d. Shall in general perform all duties incident to the office of the Chairman and such other duties as may be prescribed by the Board of Trustees from time to time.
Section 5. Vice-Chairman. In the absence of the Chairman or in the event
of inability or refusal to act, the Vice-Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Chairman. The Vice-Chairman shall also perform such other duties as from time to time may be assigned to him or her by the Board of Trustees.
Section 6. Secretary/Treasurer. The Secretary/Treasurer shall:
a. Keep the minutes of the meeting of the Board of Trustees in one or more books provided for that purpose.
b. See that all notices are duly given in accordance with these By Laws or as required by law.
c. Be custodian of the corporate records and of the seal of the Foundation and affix the seal of the Foundation to documents, the execution of which on behalf of the Foundation under its seal is duly authorized in accordance with the provisions of these By Laws.
d. Keep a register of the names and post-office addresses of all Trustees and members.
e. Keep on file, at all times, a complete copy of the Articles of Incorporation and By Laws of the Foundation containing all amendments thereto (which copy shall always be open to the inspection of any Trustee), and at the expense of the Foundation, forward a copy of the By Laws and of all amendments thereto to each Trustee by email.
f. Provide oversight and periodic reviews of the financial records of the Foundation to include reviewing the annual budget and quarterly reviewing the actual performance against the budget.
g. Provide guidance and oversight with respect to the allocation of Foundation funds and securities and investment of such funds and securities.
Section 7. Bonds of Officers. The Secretary/Treasurer and any other officer or agent of the Foundation charged with responsibility for the custody of any of its funds or property may be required to give bond in such sum and with such surety as the Board of Trustees shall determine. The Board, in its discretion, may also require any other officer, agent, or employee of the Foundation to give bond in such amount, and with such surety as it shall determine.
Section 8. Powers and Duties of Officers. The powers and duties of
Officers, agents, and employees shall be fixed by the Board of Trustees subject to the provisions of these By Laws.
Section 9. Voting Upon Shares of Other Corporations. Unless otherwise ordered by the Board of Trustees, the Chairman shall have full power and authority on behalf of the Foundation to vote either in person, or by proxy, at any meeting of shareholders of any foundation in which the Foundation may hold shares, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such shares which, as the owner thereof, the Foundation might have possessed and exercised if present. The Board of Trustees may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.
ARTICLE VI
FOUNDATION EMPLOYEES (NON-OFFICERS)
Section 1. Foundation Employees. The Executive Director and other employees of the Foundation will be compensated as stipulated by the Board of Trustees.
ARTICLE VII
DONORS OF THE FOUNDATION
Section 1. Categories of Contributors. The following categories of Foundation contributors are established based on the following minimum contribution thresholds:
Any company, organization, or individual is welcome to become a supporter of the AU Foundation. Below are the annual and cumulative contribution levels that will be recognized each year on the Foundation web site. Without individual and corporate contributions, the AU Foundation could not possibly accomplish its important mission in support of Air University.
Cumulative Recognition Levels
General Carl “Tooey” Spaatz Club: $1,000,000 and above
General Claire Chennault - Flying Tiger Council: $500,000 and above
General “Hap” Arnold Council: $100,000 and above
General Jimmy Doolittle - Doolittle Raider’s Council: $50,000 and above
Air University Legacy Council: $25,000 and above
Commandant’s Council: $10,000 and above
Annual Contribution Levels
Patriot’s Council: $5,000 and above
Warrior’s Council: $2,500 and above
Prop and Wings Council: $1,000 and above
Thunderbird’s Council: $500 and above
Friends of the Foundation: $100 and above
Section 2. Acknowledgment to Contributors. The Foundation is authorized to provide contributors with an appropriate memento, acknowledgment, or other special recognition.
ARTICLE VIII
NOT FOR PROFIT OPERATION
Section 1. Limitations on Operation. The Foundation shall at all times be operated on a not-for-profit basis. No Trustee, or employee of or person connected with the Foundation, or any other private individual, shall receive at any time any of the net earnings or pecuniary profit from the operations of the Foundation and no such person or persons shall be entitled to share in the distribution of any of the Foundation’s assets upon the dissolution of the Foundation.
ARTICLE IX
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Trustees may authorize any officer or officers to enter into any contract, or execute and deliver any instrument, in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the Foundation, and no evidence of indebtedness shall be issued in its name unless such loan or indebtedness is authorized by a resolution of the Board of Trustees. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, and Other Orders. All checks, drafts, or other orders for the payment of money, and all notes or other evidence of indebtedness issued in the name of the Foundation, shall be signed by two such officer or officers, agent or agents of the Foundation in such manner as shall from time to time be determined by resolution of the Board of Trustees.
Section 4. Deposits. All funds of the Foundation not otherwise employed shall be deposited from time to time in the name of the Foundation in such banks, trust companies, or other depositories as the Board of Trustees may select.
ARTICLE X
GIFTS & GRANTS
Section 1. Gifts. Gifts, donations, and bequests for the purposes specified in the Articles of Incorporation, may be given or made to the Foundation. All disbursements of corporate funds shall be under the control of the Board of Trustees.
Section 2. Special Purpose. Unless some designated special purpose accompanies a gift, donation, or bequest, the Board of Trustees may distribute the principal or income for any of the purposes specified in the Articles of Incorporation.
Section 3. Grants to Air University Organizations. The Board of Trustees establishes the following approval authority limits for forwarding grants to Air University Organizations.
- Grants of $1000 and below – Executive Director
- Grants above $1000, up to $2500 – Majority of Executive Committee
- Grants over $2500 – Majority of Board of Trustees
ARTICLE XI
AMENDMENTS
Section 1. Amendements, Repeal, Etc. The By Laws may be added to, amended or repealed, in whole or in part, by the members of the Board of Trustees, in each case by a majority vote at any meeting when a quorum is present, provided that notice of the proposed addition, amendment or repeal has been given to each Trustee in office in the notice of such meeting. The By Laws may also be added to, amended, or repealed, in whole or in part, by majority vote of all the members of the Board of Trustees in office. Any By Laws adopted by the Board of Trustees shall be subject to subsequent amendment or repeal by the Board of Trustees
The foregoing By Laws of Air University Foundation were duly adopted by the Board of Trustees thereof on the 3rd of December 2025.