These are the bylaws, hereafter called the Charter, of the Field Station Berlin Veterans Group as approved by a vote of the membership on May 17, 1998, and first amended by vote of the membership on January 26, 2001. SECTION I. ASSOCIATION 1. There is hereby originated an association of former members of the United States Army Field Station Berlin, and its predecessor and descendant services. Said association shall be known as the Field Station Berlin Veterans Group (herein "FSBVG" or "Association"). 2. For the purpose of organization, this Association is headquartered in the Washington DC/Northern Virginia area. SECTION II. ASSOCIATION MISSION It shall be the mission of the Field Station Berlin Veterans Group to: 1. Honor thos members of the Field Station Berlin, its predecessors and successors, as well as those of sister agencies of other services, who lost their lives in the "shadow war", who have made the supreme sacrifice for their country in whose name they so proudly yet surrep- titiously served. 2. Further the fraternity of former members of the Field Station Berlin by providing a forum for old comrades-in-arms to rekindle old acquaintances, and to develop new friendships. 3. Bring all available resources to bear to assist other military intelligence community groups in fulfilling their kindred mandates, including bringing together reunion groups and their former personnel. 4. Above all, ensure that the name and the missions, both overt and covert, of the Field Station Berlin and its predecessors and successors, are not forgotten, but rather are remembered in the recounting of the annals of latter 20th Century military and social history. SECTION III. MEMBERSHIP 1. Dues-paying Association membership shall be divided into two categories. A. Charter Membership Charter membership shall be extended to the dues paying members who join before February 1, 1999. This membership includes both active and non-active military and civilians who supported the military intelligence activities of the Field Station Berlin. These units include the US Army Signal Intelligence Service (SIS), US Army Signal Security Service (SSS), US Army Signal Security Agency (SSA), US Army Security Agency (ASA), US Army Intelligence and Security Command (INSCOM), and such directly-related succeeding services and agencies. Also included are intelligence units from the British and French military that supported the Field Station Berlin. B. Regular Membership Regular membership is identical to that of Charter membership for all who join the FSBVG after January 31, 1999. 2. There shall also be two non-dues paying membership categories. A. Honorary Membership Honorary membership shall be extended to all spouses and children of deceased members of Field Station Berlin B. Associate Membership Associate membership shall be extended to anyone not otherwise eligible for Charter or Regular membership. SECTION IV. BOARD of DIRECTORS 1. The Association shall be governed by a Board of Directors serving staggered two-year terms, who shall make the routine day-to-day decisions affecting the Association. This Board shall be an elected body and as such shall not be compensated, except for out-of-pocket expenses incurred in the official business of the Association, and upon approval of both the Chairperson and the Treasurer. 2. Composition - The FSBVG Board of Directors shall be comprised of seven (7) Seats. All Association members presenting themselves for election to the Board of Directors must meet the criteria for members in good standing as defined herein. 3. The members of the Board of Directors shall be elected for the following positions: 1) Chairperson 2) Vice Chairperson 3) Secretary 4) Treasurer 5) At Large 6) At Large 7) At Large 4. There may be as many committees of the Board as the Chairperson may designate, except that the Chairperson and the Treasurer shall not be Chairperson of any Committee of the Board. Volunteers from the General Membership may be appointed by the Chairperson for any or all of these committees. 5. The Board of Directors shall establish their own Rules of Order for Board proceedings; notwithstanding, however, that all conduct at meetings held on the Internet shall be in accordance with Robert's Rules of Order as may be modified for Internet purposes. 6. Vacancies to the Board shall be filled by the board voting as a whole. An appointee shall fill the position until that seat is next scheduled for election; appointees may succeed themselves. 7. Inactive members of the Board of Directors, as defined by the board, may be removed by a unanimous vote of the remainder of the board, with the vacant seat filled as provided herein. SECTION V. ELECTIONS 1. Only Charter and Regular members in good standing, as defined below, shall have the right to vote in elections. Except for the initial election of the Board of Directors, which shall occur at a date established by the Interim Board of Directors. General elections shall be held every year during the month of August, with the exact election date set by the Board of Directors. The first general election shall be held in August of the year following the initial election, as described above. All members of the Board of Directors shall remain as Directors until their successors have been seated; Directors may succeed themselves. 2. In the initial election described above, all seven seats will be open. This initial election will occur in December 1998 with elected officers taking their seats in January 1999. 3. All propositions for amendment to the by-laws of this Association, and all other propositions coming before the membership, shall be voted upon only during general elections; however, should a true emergency arise that requires the immediate attention of the membership, the Board of Directors may: A. Take action to forestall the emergency, and have such action ratified at the next general election; should the action taken not be ratified, such action shall be null and void. B. Call an emergency election of the entire membership, which election shall have only the emergency item on the agenda for discussion and vote. 4. All Charter and Regular Members who are in good standing; that is, have paid their dues and have a valid signed application on file with the Association at least thirty (30) days prior to a general election, shall be eligible to vote or to seek election to the Board of Directors in that election. If seeking election to the Board of Directors, the member must file with the Association Secretary, an intent to seek election, including the seat for which that member is running, at least thirty (30) days but no more than sixty (60) days prior to the election. 5. Election shall be by secret ballot sent to each member as defined. Completed ballots must be returned to the Association Secretary no later than 30 days following the date established by the Board as the Official Election Date. SECTION VI. FINANCIAL and FISCAL MANAGEMENT 1. Fiscal Year - The Fiscal Year for the Association shall be the Federal Fiscal year, i.e., October 1 to September 30, inclusive. 2. Dues. A. Dues shall be established by the Board of Directors of the FSBVG, and may be amended by the Board no more often than annually for the following fiscal year. B. Dues shall be pro-rated for partial-year memberships. Dues paid after 31 March for the remainder of the year shall be at a rate of fifty (50) percent of the then-established annual dues for the membership type. C. Annual Dues for Charter members shall be fifty (50) percent of those established for Regular membership. D. Dues, donations, and other income will be used to support functions and services identified as in the interest of the membership, either by the Board, or as submitted by members and approved by a majority of the entire Board. A majority vote of the entire board will be required for the commitment and expenditure of any funds of the Association other than regular supplies and office expenses. 3. The Treasurer shall establish such fiscal and financial policies and procedures as he or she may deem prudent insofar as such policies and procedures adhere to the precepts of the IRS. Such policies and procedures, shall be supported by the Board of Directors. SECTION VII. ADOPTION of the BY-LAWS The by-laws of the Field Station Berlin Veterans Group shall be adopted by vote of the interim Board of Directors upon their completion, and their presentation for consideration to that Board. SECTION VIII. AMENDMENTS to the BY-LAWS 1. Amendments to these by-laws shall be proposed for consideration and adoption by the entire membership in one of two ways: A. As a Proposition of the Board of Directors B. As a Proposition from the membership 2. All propositions for amendment to these by-laws shall be delivered to the address of the Secretary of the Board of Directors at least sixty (60) days prior to, but no earlier than ninety (90) days before a General Election. All propositions will be reviewed by the Board of Directors and only a unanimous vote of the Board will remove a proposition from inclusion in the General Election. 3. Methodology: All proposals for amendments to these by-laws shall be written by the preparer(s) in the same format as the wording would be in final version. Every proposal shall be posted on the FSBVG Web Site for a minimum of 30 days for viewing by the general membership prior to being voted on in a general election. Such propositions shall be printed in full on the General Election ballot, with Board comments, if appropriate. Section IX. TERMINATION OF ASSOCIATION 1. Termination of this Association, to discontinue its operations and disband it entirely, may be initiated by the Board of Directors, if it submits the termination question to a vote of the membership eligible to vote, and two-thirds of those members eligible to vote cast them in favor of the termination of the Association. 2. If termination of the Association is thus initiated by a vote of the membership, the Board of Directors shall make immediate provision for payment of all outstanding liabilities. 3. Then the Board of Directors shall award any funds in the Association's accounts to a not-for-profit organization of its choice. 4. Appropriate final reporting to appropriate regulatory agencies will be performed. 5. After completing all final financial settlements, the Board of Directors shall make the final announcement to the FSBVG membership of the accomplishment of the termination of the Association.