Unit Manual Section 10

Category: Unit Manuals

Published date: Nov 19, 2025

AMENDED AND RESTATED CONSTITUTION & BY-LAWS COMMEMORATIVE AIR FORCE The general nature of this organization is to preserve military aviation heritage aircraft in flying condition and to obtain or construct museum buildings for the permanent protection and display of these aircraft. Chartered as a Non-Profit Corporation by the State of Texas September 6, 1961 at Austin, Texas CONSTITUTION

Article I - Name The name of this organization shall be the “Commemorative Air Force” and may be referred to herein as “CAF” or the “Corporation.”

Article II - Aims and Purposes The purposes for which the Commemorative Air Force is organized are patriotic, educational, and civic, and shall include: 1. To acquire, restore, and preserve in flying condition a complete collection of combat aircraft that were flown by all military services of the United States, and selected aircraft of other nations, for the education and enjoyment of present and future generations of Americans and all people of the world who share the same interests. 2. To construct or obtain museum buildings for the permanent protection, maintenance, and display of these historic aircraft, period artifacts, and documents as a tribute to the thousands of men and women who built, serviced, and flew them. 3. To perpetuate the spirit in which such combat aircraft were flown in the defense of our nation, in the memory and hearts of all Americans and all people of the world who share the same interests. 4. To establish an organization having the dedication, enthusiasm, and esprit de corps necessary to operate, maintain, and preserve these aircraft as symbols of the world’s military aviation heritage. 5. To receive gifts, legacies, and grants of money and property of every kind and to administer the same for the purposes herein stated, and to do anything necessary or proper for the accomplishment of these purposes; to lease, purchase, hold, have, use, and take possession of and enjoy fee simple or otherwise any personal and real property necessary for the uses and purposes of the corporations; and to sell, lease, alienate, or dispose of the same at the pleasure of the corporation and for the uses and purposes for which said corporation is formed; and to buy and sell real or personal property and to apply the proceeds of sale, including any and all income, to the uses and purposes of the corporation.

Article III - Membership 1. All persons willing to work to attain the objectives of this organization, shall be eligible to apply for membership. 2. The procedure with respect to membership in this organization shall be specified in the Bylaws.

Article IV - Government 1. General Staff: The government of this organization shall be vested in a General Staff of eleven (11) officers. These officers will be selected as prescribed in the Bylaws. The General Staff shall constitute the duly elected Board of Directors and shall have full power and authority over the affairs of the Corporation. 2. Advisory Board: The CAF Advisory Board shall include the Unit Leader of each CAF Unit, including provisional units, and Aircraft Coordinators of individually assigned aircraft, and other members, either Regular or Honorary, as shall be appointed. The duty of this Board will be prescribed in the Bylaws.

Article V - Meetings 1. General Membership Meetings shall be held at Headquarters, CAF. General Membership Meetings at locations other than Headquarters, CAF, may be held at a place, including technology-enabled virtual meetings, as approved by nine (9) of eleven (11) members (or equivalent percentage thereof) of the General Staff. 2. Meetings of the General Staff shall be held at such time and place, including technology-enabled virtual meetings, as the Chief of Staff may direct. Special meetings of the General Staff may be called at any time upon petition of three, or more, of the General Staff members, provided all members of the General Staff be given at least (72) hours’ notice of such meeting and purpose thereof.

Article VI - Funds The Commemorative Air Force shall have the power to sue and be sued, purchase, hold, sell, lease, or mortgage real estate: to incur debts, to borrow money, giving thereof notes of the Corporation signed by two or more officials duly authorized by a majority of the General Staff for the purpose; and may enter into contracts of any kind furthering the purpose of this organization.

Article VII - Amendments This Constitution and Bylaws may be amended as follows: 1. Upon approval of nine (9) of eleven (11) (or equivalent percentage thereof) members of the General Staff, a proposed amendment to this Constitution and/or Bylaws shall be distributed to the general membership for consideration by vote as provided in this Article. 2. Notice of an amendment to be considered shall be sent to all members in good standing and shall be published in the official publication of the CAF, mailed. and/or electronically transmitted to each voting member no later than thirty days prior to the time of voting. 3. A petition proposing an amendment and signed by at least three hundred (300) members in good standing may be presented to the General Staff for approval or disapproval as provided in sub-part 1 of this Article. 4. This Constitution and/or Bylaws may be amended by a three-fourths (3/4) majority vote of those voting in a referendum called for the purpose of considering such amendment. 5. The procedure for voting shall be as prescribed by the Bylaws.

Article VIII - Enactment This Constitution and/or Bylaws shall be effective immediately following its adoption by three-fourths (3/4) majority vote of the members voting in a referendum duly called for that purpose. The required quorum of members for such a referendum with notice given as provided in Article VII is the number of members participating in the meeting.

BYLAWS Article I – Additional Aims and Purposes In addition to those Aims and Purposes stated above in Article II of the Constitution, the Aims and Purposes for which the CAF is organized shall include: 1. To engage in any lawful event, practice, activity, endeavor, and/or business consistent with its Non-Profit status and permitted by the laws of the State of Texas or the laws of any other jurisdiction to the extent they may apply. 2. To form or create any subsidiary, affiliate, or other related entity or foundation to accomplish the CAF’s Aims and Purposes. 3. To acquire, receive, own, use, and/or dispose of property of every kind (including, but not limited to real estate; aircraft; vehicles; military artifacts; or historic documents and items) if doing so preserves or perpetuates the goals and objectives of the CAF. 4. To do all things necessary or convenient to accomplish the CAF’s Aims and Purposes.

Article II - Membership 1. Any person with high ethical and moral standards, who will voluntarily work for the success of this organization as a whole, and who does not volunteer for personal or business gain, may apply for membership in the Commemorative Air Force. 2. There shall be (4) classes of membership: a. Regular Colonel of the Commemorative Air Force: Members who have agreed to assist, whenever possible, in attaining the objectives of the Commemorative Air Force and who pay the prescribed annual dues. All Regular members shall have the right to vote at all General Membership Meetings in accordance with Article V of the Bylaws and the privilege to hold office. b. Life Member: Any Regular Colonel who makes a dues contribution in an amount equal to 12 times the regular annual membership dues; that contribution shall be deposited to the CAF Life Membership Fund to provide that person with dues paid in full for life (non-transferable). This membership may be paid over a one-year period by quarterly or monthly installments. However, if not paid within one (1) year, such payment shall be considered a donation, and the dues will continue at the existing annual regular membership rate of that member. Donations specified for aircraft maintenance, aircraft purchases, or other specified uses may not be considered as dues payment. c. Honorary Colonel of the Commemorative Air Force: This status may be conferred upon any individual by the President/CEO of the CAF. Honorary members shall be entitled to all privileges except voting or holding office and shall not be assessed dues. d. Supporting Member: Supporting members may include Cadets and other auxiliary members and shall be entitled to rights as defined in Commemorative Air Force policies. Supporting members shall not be vested with voting rights nor shall such members be entitled to wear the Regular Colonel member uniform of the CAF; and shall not be vested with the title "Colonel". Supporting members may pay dues as prescribed in CAF policy. 3. All applications for membership shall be subject to review according to the standards and process identified in applicable CAF manuals and/or regulations approved by the President/CEO. 4. Should the conduct of any member tend to injure the good name of the organization, disturb its well-being, or hamper it in its work, interviews may be conducted by the President and/or his designees to determine the validity of all allegations and determination made as to the status of said member. 5. After reasonable notice to the member(s) involved, a hearing may be conducted. in accordance with procedures outlined in the CAF Unit Manual. After the hearing, membership may be terminated for conduct deemed detrimental to the Commemorative Air Force. Immediate action will be taken if needed based on illegal, irrational, or undignified acts committed by a member. 6. A member will be reduced to inactive status or dropped from membership for non-payment of dues at the expiration of the grace period established.

Article III - Table of Organization 1. Any future Headquarters site selection shall be determined by a vote of: a. nine (9) of eleven (11) members of the General Staff (or an equivalent percentage thereof); and b. three-fourths (3/4) of the General Membership who vote in a referendum called by the General Staff for that purpose, voting to be as prescribed in ARTICLE IV of these Bylaws. 2. GENERAL STAFF: The Commemorative Air Force shall be governed by a General Staff comprised of eleven (11) members. a. A Chief of Staff will be elected annually by the General Staff from the membership of that body. To be eligible for the position of Chief of Staff, a General Staff member must have current and unbroken General Staff tenure of at least one (1) year. The Chief of Staff shall serve as Chairman of the Board. b. The General Staff shall constitute the Board of Directors and shall have full power and authority over the affairs of the Corporation. 3. PRESIDENT / CEO: The President / CEO shall be the Chief Executive Officer of the Corporation and, acting as its President, shall direct daily operations of the CAF as provided in Article VI. 4. ADVISORY BOARD: The CAF Advisory board shall include the Unit Leader of each CAF Unit, including provisional units, and Aircraft Coordinators of individually assigned aircraft, and other members, either Regular or Honorary. This Board will meet in conjunction with the CAF annual member conference each year and at other times as called-upon with thirty (30) days prior written notice. This Board will serve as advisor to the President on all matters of CAF business and particularly in promulgation of CAF regulations, CAF Unit Regulations, and general policy of the Commemorative Air Force.

Article IV - Elections and Voting Procedures 1. Nomination of candidates for election to the General Staff shall be made not less than sixty (60) days prior to the annual General Membership Meeting by a nominating committee of three (3) members appointed by the Chief of Staff and confirmed by a two-thirds (2/3) vote of the General Staff. a. Names of the nominees selected by the Nominating Committee shall be published, mailed, and/or electronically transmitted to the General Membership not less than thirty (30) days prior to the date of the election. b. Notice of the nominated candidates shall include the procedure and period of time during which the General Membership can make open nominations for the General Staff. 2. Notification will be published, mailed, and/or electronically transmitted to all members in good standing informing each member of the date of the election and of their responsibility to vote. Such notice to the CAF Membership will be sent not less than thirty (30) days prior to the annual meeting. If a member will be unable to attend the General Membership Meeting, it is the responsibility of the member to respond to CAF Headquarters requesting an electronic or paper absentee ballot as shall be available for that election. Such request to be received by Headquarters not later than five (5) days prior to the date of the meeting. 3. A vote will be held during the Annual Membership Meeting. Each member participating in the meeting will be presented with access to a paper or electronic ballot if that member has not previously requested an absentee ballot. 4. After all candidates for the election have been nominated, a vote will be held at the General Membership Meeting. Tabulation of votes will not occur at the meeting, but the ballots will be held by an independent party providing voting and auditing services. 5. The quorum of members required for the election of the General Staff with notice given as provided in sub-section 2 is the number of members participating in the meeting. 6. All ballots, both those received at the General Membership Meeting and those returned electronically or by mail, will then be counted by the independent party and the results announced to the membership within forty-five (45) days of the election and no later than the last day of the calendar quarter in which the election is held. a. The results of the voting shall be decided by plurality. In case of a tie, the General Staff, by majority vote, will determine the results of the election. If vacancies result in longer or shorter terms to be filled, the candidate with the higher number of votes will be selected to fill a longer-term vacancy. b. Ballots shall be retained by the independent party in a secure manner for a period of sixty (60) days following the announcing of the results of the election. 7. Voting by proxy at any time or in any manner is forbidden. 8. General Staff Officers shall serve terms of three (3) years. No member of the General Staff shall be elected to more than two (2) consecutive three (3) year terms in office or serve more than eight (8) consecutive years in office resulting from any combination of elected and/or appointed terms. The election of four (4) Officers shall be held each year in a two (2) year continuing sequence with three (3) Officers elected every third year. Terms of office shall begin on the first day of the first calendar quarter following the election. 9. Voting for General Staff positions shall be by paper or electronic ballot only. Voting on other issues brought before the membership except Amendments to the Constitution and Bylaws, shall be conducted in a manner as directed by the President. 10. Voting on Amendments to the Constitution and Bylaws will be by referendum of the General Membership. a. Notification will be published, mailed, and/or electronically transmitted to all members in good standing informing each member of the Amendments to be considered and of the responsibility to vote. The referendum will be held at the annual General Membership Meeting, or a special General Membership Meeting called for this purpose, and notice of the proposed Amendments will be published, mailed, and/or electronically transmitted not less than thirty (30) days prior to the date of the referendum. b. The notification will contain the procedures and timetable to request and submit an absentee ballot if a member will be unable to attend the General Membership Meeting. 11. Each member participating in the General Membership Meeting which includes a referendum will be presented with access to a paper or electronic ballot if that member has not previously requested an absentee ballot. The text of the Amendment/Amendments to be considered shall be available to each participating member. 12. Voting for a referendum shall be held at a General Membership Meeting. The quorum of members required for the vote at a General Membership Meeting with notice given as provided in sub-section 11 is the number of members participating in the meeting. Tabulation of the ballots will not occur at the Meeting, but the ballots will be held by an independent party providing voting auditing and services 13. All ballots for a referendum, both those received at the General Membership Meeting and those returned by mail or electronically, will then be counted by the independent party and the results announced to the membership. Ballots shall be retained in a secure manner by the independent party for a period of sixty (60) days following the announcing of the results of the referendum.

Article V - Vacancies 1. Vacancies in any office on the General Staff, by resignation or otherwise, may be filled by appointment by a majority vote of all remaining General Staff. The term of such interim appointment shall expire on last day of the calendar quarter in which the next General Membership Meeting is held. Such vacated General Staff member position shall be filled for its remaining term at the first General Membership Meeting after the office first becomes vacant, in accordance with the procedures in ARTICLE IV. 2. A General Staff Officer may be removed from office by affirmative vote of eight (8) of eleven (11) General Staff Officers at a meeting called for that purpose. General Staff officers will be automatically removed from office for missing three (3) regularly scheduled board meetings in any given calendar year.

Article VI - Officers 1. PRESIDENT / CEO: Subject to the authority given in the Executive Limitations policies adopted by the General Staff, the President / CEO shall have general supervision, direction and control of the affairs, properties, operations and staff (both administrative and volunteer) of the CAF in the ordinary course of its business, with all such duties, power and authority with respect to such affairs, properties, operations and staff as may be reasonable incident to such responsibilities and duties of management usually vested in the office of President of a corporation. The General Staff will review the Executive Limitations policies annually. 2. CHIEF FINANCIAL OFFICER: The Chief Financial Officer (CFO) shall serve as Secretary/Treasurer of the Corporation and shall be responsible for the custody, management, and reporting of all financial assets. The CFO shall ensure proper financial records are maintained and shall provide regular reports to the General Staff. The CFO is authorized to enter into financial agreements and contracts necessary for the operation of the Corporation. 3. EXECUTIVE VICE PRESIDENT: The Executive Vice President shall assist the President in the performance of the President / CEO duties and shall perform such other duties as may be assigned by the President / CEO. In the absence, disability, resignation, or removal of the president / CEO the Executive Vice President shall assume and perform the duties and powers of the President /CEO until such time as the Board of Directors appoints a successor. 4. Only members of the Commemorative Air Force in good standing shall be eligible for election to the General Staff. 5. Members of the General Staff, Officers and employees of the corporation, and officers of CAF Units shall be covered by a surety bond in such amount as may be deemed necessary by the General Staff. The cost of said bond shall be paid by the Commemorative Air Force.

Article VII - Qualifications of Voters 1. Only Colonels of the Commemorative Air Force in good standing shall be eligible to vote. 2. Voting shall be as prescribed in ARTICLE IV. 3. To be qualified to vote in General Staff or General Membership meetings held by this organization, voters must have all membership fees to the organization paid up-to-date prior to the election. 4. Voters must have been a member in good standing not less than 30 days prior to said election to be eligible to vote.

Article VIII - CAF Wings (Chapters) 1. The CAF will be composed of Wings and Squadrons and other such Units as may be designated. These Units will operate under the authority of the Corporation. Their primary purpose shall be active support of CAF objectives and the development of the Commemorative Air Force. 2. Unit Leaders, members of CAF Units, or individual CAF members are not authorized to act on behalf of the Corporation or to initiate or answer correspondence on matters of CAF policy, or on any subject which might be interpreted to be official business of CAF Headquarters.

Article IX - Committees 1. Committees of the General Staff may be created by the Chief of Staff as he/she shall from time to time deem necessary to carry on the work of the General Staff. These committees are governance committees and will include but are not limited to Finance and Nominating committees and shall follow these guidelines: a. Will be used sparingly and ordinarily in an ad hoc capacity. b. Are to advise or assist the General Staff in carrying out its functions and not to advise, control, or exercise authority over the President or headquarters’ staff. c. Will normally not have direct dealings with the headquarters’ staff. d. The Chief of Staff will specifically and expressly advise any such committee of its expectations and authority to avoid any conflict or interference with those functions delegated to the President. e. Will not be used to monitor organizational performance of any policy or matter; such monitoring shall remain the province of the General Staff. The President may create committees as he/she shall from time to time deem necessary to perform any function delegated to such committee by the President.

Article X - Meetings 1. Regular meetings of the General Staff shall be held at least five (5) times during each calendar year. 2. Special meetings of the General Staff may be called by the Chief of Staff at will or, if three members of the General Staff submit a request in writing, stating the object of the call for special meeting, the Chief of Staff shall forthwith issue a call for said meeting and request the President to notify the members of the General Staff of the meeting. Special meetings of the General Staff may be held either in person or by telephone or other electronic medium where the equipment used will enable each member to hear the entire proceeding simultaneously and allows each member the opportunity to speak to each of the other members and be heard. Any decisions, affirmations, or negations must be confirmed by letter from Headquarters to each General Staff Officer. 3. At special meetings of the General Staff, no business shall be transacted except such as may have been specified in the call. 4. At any meeting of the General Staff, a majority of the Staff shall constitute a quorum. 5. A special meeting of the General Membership may be called by a majority vote of the Members of the General Staff or at the request of the President. The notice to the membership must state the purpose of the meeting. 6. The location and date of the regular General Membership Meeting shall be set by the General Staff at least three months prior to the meeting date. 7. Notice of annual and special Membership Meetings shall be published, mailed, and/or electronically transmitted not less than thirty (30) days prior to the time of the meeting. The time and place of the meeting shall be stated in the notice of meeting.

Article XI - Fiscal Affairs and Audits 1. The fiscal year of the Commemorative Air Force shall be 1 January through 31 December of each year. 2. The General Staff shall, for each fiscal year, appoint an independent certified public accounting firm to audit in accordance with generally accepted accounting practices, including an executive review, the financial statements of the Commemorative Air Force and its affiliated organizations. The financial statements of the CAF and the report of the auditors shall be published annually for the membership. 3. Right to Financial Information: Any member of the General Staff has the absolute and unqualified right to review all financial information of the Commemorative Air Force. a. The requested information must be provided to the requesting member within two (2) business days of receipt by headquarters of a written demand. b. If such information is not provided within two (2) business days, the General Staff must within ten (10) business days of the written demand for hearing by the requesting member, hold a hearing, open to the membership regarding the failure to provide such information. c. If, after the hearing, the majority of General Staff members attending find any part of the requested information was negligently or intentionally withheld, the employee responsible therefore shall be discharged for cause.

Article XII - Policies The policies and procedures of the Commemorative Air Force shall be included in the Commemorative Air Force Regulations or the Commemorative Air Force Policy Manuals.

Article XIII - Parliamentary Procedures 1. The current edition of ROBERTS RULES OF ORDER Newly Revised shall govern the proceedings of the Commemorative Air Force in all cases where not inconsistent with the Constitution and Bylaws of this organization. 2. The advice of a qualified parliamentarian may be used at any time in the conduct of business of this organization. The parliamentarian is not required to be a member of the Commemorative Air Force.

Article XIV – Indemnification 1. The Commemorative Air Force (the “Corporation”) shall indemnify and hold harmless each of its directors, officers, employees, and agents, whether serving currently or formerly, to the fullest extent permitted by the Texas Business Organizations Code (TBOC) and any other applicable law, against any and all liabilities, expenses, judgments, fines, and amounts reasonably incurred in connection with any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, arising from their service to the Corporation, provided they acted in good faith and in a manner reasonably believed to be in the best interests of the Corporation. 2. Such indemnification shall be subject to any limitations set forth in the Corporation’s Certificate of Formation. The Corporation shall have the power to purchase and maintain insurance, at its own expense, on behalf of any such person, whether or not the Corporation would have the power to indemnify such person under this provision or applicable law.

Article XV - Enactment These Bylaws, or future amendments to these Bylaws, shall be effective immediately following their adoption by a three-fourths (3/4) majority vote of the members voting in a referendum for that purpose.
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