by-laws
THE DISTINGUISHED FLYING CROSS SOCIETY
AMENDED AND RESTATED BYLAWS
ARTICLE I: NAME
The name of the national organization shall be “The Distinguished Flying Cross Society” (hereinafter sometimes referred to as the “DFCS”, “The Society”, “National DFCS”, “National Society”, “DFC Society”, “Distinguished Flying Cross Society”) a non-profit organization incorporated in the State of California and qualified as a tax exempt organization under Section 501 (c) (3) of the Internal Revenue Code.
ARTICLE II: LEGACY, MISSION, VISION, CORE VALUES, AND GOALS
SECTION 1: OUR LEGACY
Our Legacy derives from those men and women who have demonstrated their heroism or extraordinary achievements in difficult situations in aerial flight that
resulted in the award of the Distinguished Flying Cross. Their stories have emphasized what can be accomplished by ordinary people doing extraordinary
things when the situations called for it.
SECTION 2: THE MISSION OF THE DISTINGUISHED FLYING CROSS
SOCIETY
Honor the Legacy: Honor the men and women who have demonstrated their heroism or extraordinary achievements in difficult situations in aerial flight that
resulted in the award of the Distinguished Flying Cross, while promoting fraternity and fellowship among DFCS members.
Preserve the Legacy: Preserve the rich heritage and historical narratives of those who are recipients of the DFC and members of the DFCS.
Teach the Legacy: Educate the general public, especially the youth of America, on the values of courage, patriotism and character - those characteristics upon which
America was founded, demonstrating to the public that, based on those principles, a cross section of ordinary Americans, exemplified by DFCS members, can and have accomplished extraordinary things in extremely difficult conditions.
SECTION 3: OUR VISION
Leveraging the fraternity and camaraderie of our members, we are a national leader and exemplar among Air Warrior Veterans organizations – honoring,
preserving, and educating about the Legacy of DFC recipients and members of the DFCS.
SECTION 4: OUR CORE VALUES
Achievement, Courage, Education: personified by award of the DFC, that demonstrated heroism or extraordinary achievement in aerial flight, exemplifying
courage, patriotism, and character.
SECTION 5: OUR GOALS
The Goals of the Society are stated in the Operating Procedures and are established
by the Board of Directors.
ARTICLE III: MEMBERSHIP
SECTION 1: CLASSIFICATION, QUALIFICATION & MEMBERSHIP STATUS
a) CLASSIFICATION: There are three classifications of individual members:
Regular, Associate, and Honorary.
i. Regular members - Regular Members are those individuals who have been awarded the Distinguished Flying Cross, have joined The Society, and
are current in their dues. Regular Members may also be members of a chapter, but they are required to maintain membership in the National DFCS in order to
be members of a chapter. Regular Members are voting members of the DFCS.
ii. Associate Members - Associate Members are spouses, relatives and descendants of Regular Members. Associate Membership also applies to
spouses, relatives and descendants of deceased DFC recipients who became members posthumously. Associate Members are required to maintain their
National Membership in order to become members of a chapter. Associate Members are voting members of the DFCS.
iii. Honorary Membership - Honorary Membership is an honor bestowed n worthy individuals who have been recommended for membership by a
DFCS Regular Member. For consideration, the member must nominate an individual in writing to the DFCS Board of Directors who must then
unanimously approve the Honorary Membership. Honorary Members are non-voting members of the DFCS.
b) QUALIFICATION & INDIVIDUAL MEMBERSHIP STATUS:
i. Regular and Associate Members may become Lifetime Members by paying the appropriate fee, as listed in the Operating Procedures.
ii. A member in “Good Standing”, also called an “Active” Member, is a Regular or Associate Member whose dues are current, as set forth in the Operating
Procedures and have not violated the Code of Ethics.
iii. Members who are arrears in their dues or have violated the Code of Ethics (as determined by a review by the Board of Directors) are considered to be
"Inactive." Inactive Members may not vote or be a member of a Regional Chapter.
iv. All DFC recipients, including deceased, who become a member of the DFCS, shall remain on the DFCS Honor Roll in perpetuity, regardless of their
membership status. The DFCS Honor Roll is located on the DFCS website.
c) CORPORATE MEMBERSHIP:
Corporations may financially support the Society and be recognized as Corporate Members in accordance with procedures stated in the Operating
Procedures.
SECTION 2: DUES
Dues shall be established by the Board of Directors and set forth in the Operating Procedures. Dues are payable at the time of application for
membership in the national DFCS and when required to renew membership. Members whose dues are delinquent for ninety (90) days shall become
Inactive.
ARTICLE IV: BOARD OF DIRECTORS
SECTION 1: BOARD COMPOSITION
The number of Directors of the National DFCS shall be no less than seven (7) or more than fifteen (15). The exact number of Directors within these limits will be
fixed by the Board of Directors and specified in the Operating Procedures.
SECTION 2: ELECTIONS & TERM OF OFFICE
a) A slate of members interested in becoming Directors shall be prepared by the Board of Directors. Active members will vote on the slate of potential
Directors no later than November 30th each year, in accordance with the voting procedures provided in the Operating Procedures. Those elected to
become Directors will join the Board of Directors at the following January meeting. A Director’s term shall be three (3) years and all Directors’ terms
may be staggered to ensure continuity of the Board of Directors so that the terms of approximately one third of the Directors expire each year. If a
significant number of Board members join the Board at one time, the Board of Directors may limit some new Board members to one or two years, rather
than three, to provide the aforementioned continuity. A Director may not exceed nine (9) years or three (3) terms, whichever is longer.
b) A Board member who is termed out may be elected as a non-voting Board member to a Board officer position except as Chairman.
SECTION 3: BOARD OF DIRECTOR DUTIES AND POWERS
The Board of Directors governs the affairs of the DFCS in accordance with the Bylaws, the Operating Procedures, the Code of Ethics and Roberts Rules of Order.
As a non-profit registered in the State of California, the DFCS shall abide by the appropriate and applicable State laws governing not-for-profit business entities.
SECTION 4: BOARD ACTIONS
A majority of the number of Directors shall constitute a quorum for the transaction of business and the actions of a majority of those Directors present at any meeting
at which a quorum are present, shall be considered the act of the entire Board of Directors.
SECTION 5: BOARD MEMBER RESIGNATION OR REMOVAL
Any Board member may resign, and a Board member may be removed for cause, as detailed in the Operating Procedures.
SECTION 6: CONFLICT OF INTEREST
To protect the DFCS interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer or Director of
the DFCS, the Operating Procedures proscribes a Conflict of Interest Policy.
SECTION 7: BOARD VACANCIES
Board vacancies will be filled in accordance with the Operating Procedures.
ARTICLE V: OFFICERS
SECTION 1: NOMINATION AND ELECTION OF OFFICERS
The Officers of The Society shall consist of Chairman of the Board, President/CEO, Executive Vice President, Vice-President for Chapter Development, Secretary, and
Treasurer. Such other Officers, as may be deemed necessary, will be determined by the Board of Directors.
a) The Chairman of the Board shall appoint a Nominating Committee which, in accordance with the Operating Procedures, will prepare a slate of Officers for
the Board of Directors to vote on in the January meeting. The slate will be made available to Board members in December.
b) The Nominating Committee shall present the slate of Officers to the Board of Directors at the start of the January Board of Directors Meeting prior to any
official business being conducted. At that time, a motion will be made to approve the slate of officers. Officers will be elected by a majority vote of the Board of Directors, provided that a quorum exists. Procedures for dealing with multiple nominees for an Officer position are stated in the Operating Procedures.
c) The new officers shall assume duties immediately.
SECTION 2: TERM OF OFFICE
All Officers shall serve a term of one (1) year or until their successors are elected
SECTION 3: VACANCIES
The President shall replace the Chairman of the Board if he vacates the position or is otherwise incapacitated. The Executive Vice President shall fill the vacancy of the
President. Vacancies of any other Officer position may be filled by any other Director with a majority vote of the Board of Directors.
SECTION 4: DUTIES
All Officers’ duties are stated in the Operating Procedures.
ARTICLE VI: MEETINGS
SECTION 1: MEMBERSHIP MEETING
A meeting of the general membership will be held in conjunction with the biennial Reunion. Members wishing to submit agenda items must submit them no later than
thirty (30) days prior to the meeting for approval by the Board. An agenda will be distributed to the members attending by email no later than ten (10) days prior to
the meeting. The agenda will also include the general status of the Society
(membership increases/decreases, financials, etc.).
SECTION 2: BOARD MEETINGS
a) There shall be no less than four (4) Board of Director Meetings per calendar year. Meetings will be held at such times, dates and locations as determined
by the Board of Directors. Board of Director Meetings may be held by telephone or video conference, per Section 3 below.
b) A notice of the Meeting and Agenda will be provided to Directors not less than seven (7) days prior to the meeting. Notices and Agendas will normally be
provided by e-mail or other electronic media. c) Procedures for the conduct of Board of Director meetings are as provided in
the Operating Procedures.
SECTION 3: TELEPHONE MEETINGS
a) Any meeting of the Board of Directors or committees as provided for in this
Article VI may be held by telephone conference call, or similar electronic
media.
b) All procedures for calling and conducting such meetings will be conducted, as
provided in the By-Laws and Operating Procedures.
ARTICLE VII: COMMITTEES
SECTION 1: COMMITTEES GENERAL
a) Standing committees of the DFCS shall be the Executive, Chapter Development, Membership and Marketing, Scholarship, Nominating, and
Financial Committees.
b) A Reunion Committee for the next Reunion shall be formed at the first Board of Directors meeting following a biennial Reunion.
c) Other committees may be formed as required to conduct the business of The Society.
d) Committees shall be chaired by a Director. Other Committee members may be Board Directors or DFCS members in good standing.
SECTION 2: EXECUTIVE COMMITTEE
The Officers of the Board of Directors shall constitute the Executive Committee. The Chairman of the Board shall be the Chair of the Executive Committee. The
Chairman may invite other Board members to attend Executive Committee meetings. Meetings of the Executive Committee will be called by the Chairman/President/CEO, as necessary throughout the year to discuss DFCS business. A minimum of five (5) days’ notice is required to call for an Executive
Committee meeting. This time period may be waived in the event of an urgent situation. The Executive Committee shall have such authority, as is delegated to it
by the Board of Directors and stated in the Operating Procedures.
SECTION 3: CHAPTER DEVELOPMENT COMMITTEE
The Vice-President for Chapter Development shall chair the Chapter Development Committee with possible other members as appointed by the Chairman. Duties and
Responsibilities of the Chapter Development Committee are provided in the Operating Procedures.
SECTION 4: MEMEBERSHIP AND MARKETING COMMITTEE
The Executive Vice President chairs the Membership and Marketing Committee. In accordance with the Operating Procedures, the Committee develops and executes
programs to attract members and financial donations and enhance the stature of the DFCS, supporting the Mission and Vision.
SECTION 5: SCHOLARSHIP COMMITTEE
The Scholarship Committee recommends to the Board for approval the awarding of scholarships to young men and women who are descendants of DFCS members,
active or deceased in accordance with the Operating Procedures. The Chairman of the Board appoints the Scholarship Committee.
SECTION 4: NOMINATING COMMITTEE
The Nominating Committee shall consist of one (1) or more Directors, as appointed by the Chairman. The Committee shall be appointed no later than the October
Board of Directors Meeting. Duties and Responsibilities of the Nominating Committee are provided in the Operating Procedures.
SECTION 5: FINANCIAL COMMITTEE
The Treasurer shall be the Chair of the Financial Committee and will appoint other members to the Committee. The Chairman and President/CEO shall be automatic
members of the Financial Committee. Duties and Responsibilities of the Financial Committee are provided in the Operating Procedures. In addition, the Treasurer
shall appoint an Audit Committee to conduct audits/reviews of the Society's financial procedures and activities.
ARTICLE VIII: REGIONAL CHAPTERS
a) A Regional Chapter is a group of National DFCS members in a specific locale that is formed when the National DFCS Board of Directors approves its
charter application and acknowledges the group’s new status in writing, as authorized in this Article. A Regional Chapter shall comply with this Article for
the duration of its existence.
b) A Regional Chapter must be formed by a Regular Member in good standing who submits a Letter of Intent for the formation of a Regional Chapter. This
letter should be submitted to the Vice-President for Chapter Development. The Member submitting the Chapter application, with the Vice-President for
Chapter Development’s assistance, will submit the additional documents specified in the Operating Procedures.
c) To form a chapter, there must be at least six (6) interested members, all of whom must be in good standing with the National DFCS.
d) The applying chapter will be a “Provisional Chapter” until its application has been vetted by the Vice-President for Chapter Development and submitted to
the Board of Directors for approval.
e) Once approved by the Board of Directors, the Chapter will receive a letter from the Chairman and President/CEO acknowledging the new status as an
official Regional Chapter of the DFCS. At that time, start-up funding will be provided.
f) Per the IRS approval letter for the non-profit status of the National DFCS, Chapters who wish to be approved for non-profit tax-exempt status must
apply directly to the Internal Revenue Service.
g) Provisional and Regional Chapters shall not enter into any agreements, leases or make other commitments which directly or indirectly obligate the
DFCS without prior written approval of the National DFCS Board of Directors. Chapters shall not engage in any activity contrary to, or inconsistent with,
the purpose or policies of the DFCS.
h) If a Chapter faces insurmountable challenges to its sustainability, the Chapter’s charter may be revoked, in accordance with the Operating
Procedures.
ARTICLE IX: INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
The DFCS shall indemnify to the full extent permitted by law, any person who is made or threatened to be made part to any action, suit or proceeding (civil,
criminal, administrative or investigative) by reason of the fact that such person is or was an Officer, Director, employee or agent of the DFCS or served or serves in
any other capacity at the request of the DFCS, unless such person’s action constitutes fraud, willful malfeasance or gross negligence. Chapters of the DFCS are
not covered by this indemnification.
ARTICLE X: DISSOLUTION
If the Board determines that the Society faces insurmountable challenges to the organization’s sustainability, the Board of Directors will vote to dissolve the
organization by taking an official Board vote on a formal “plan of dissolution” written in accordance with applicable federal and state laws.
In the event of dissolution of the DFCS, at least the minimum number of Board members required by the By-Laws shall remain in place to help with the dissolution
process until dissolution is complete. In the event of dissolution of the DFCS, the assets shall be liquidated and distributed to a not-for-profit organization qualifying under the Internal Revenue Code 501 (c)(3) or 501 (c)(19), as determined by the Board of Directors. None of the funds shall inure to the benefit of individuals.
ARTICLE XI: PARLIAMENTARY AUTHORITY
All meetings provided for herein shall be conducted under the parliamentary procedures set forth in the most recently published version of Robert’s Rules of
Order, except to the extent other procedures are provided herein, in the Operating Procedures, or otherwise approved by the Board of Directors.
ARTICLE XII: AMENDMENTS TO BYLAWS
All Articles and Sections of these Bylaws may be amended, repealed or altered, in whole or in part, only upon the approval of the National DFCS Board of Directors
and then approval by affirmative vote of 2/3 of members voting. The vote may be conducted electronically by e-mail.
This is to certify that these Amended and Restated Bylaws were approved and adopted by the National DFCS Board of Directors on 12 December 2020. The
Regular Members of the DFCS approved the Amended and Restated Bylaws on December 28, 2020.
Lewis Watt 12/24/2024
Secretary, The Distinguished Flying Cross Society