Bylaws of The Old Guard Association (TOGA) – Download PDF
The bylaws of our association establish our management structure and procedures. It is a legally binding document that serves as an operating manual for TOGA. The bylaws are managed by the Board of Directors (BOD). All changes are approved by a vote of the members.
The Following Proposed Changes were Approved during the October 2021 Virtual Annual General Meeting:
From time to time the BOD will receive requests to amend the bylaws of TOGA. When a proposal that meets the high standards set by the board it is presented to the members for consideration, and in this case the general public, for comment. This amendment will be discussed and voted upon by the members at the 2021 General Annual Meeting of the Association.
Please review these proposed changes and offer any comments below.
Introduction to Amendment Proposals
Fellow Old Guardsmen…
Over the past year and a half two proposals to amend the Association’s bylaws have been submitted by members of our organization. Each of the proposals seeks to correct a perceived weakness in the particular Article of the bylaws being addressed. At this year’s Annual General Meeting on September 18th, you will be asked to vote on each of these two proposals. The Board of Directors has reviewed and approved each of the amendment proposals, believes that they are in the best interests of our Association, and recommends your vote in support of these submissions. A vote of two-thirds of those members attending the Annual General Meeting is required for passage. The two proposals are shown in full below, but here is a brief summary of each:
Article III, Section 1, Membership
Synopsis of the proposed change:
This proposed change seeks to expand the eligibility for Associate membership in TOGA. The current bylaw is extremely restrictive in defining who can apply for Associate membership and has caused the Association to reject the applications of otherwise deserving people. This proposed amendment recommends that in addition to the existing requirements, membership also be open to any “active duty or veteran of the United States military (or) a family member of a current or former Old Guard Soldier”.
Full Text of the proposed change:
Article III, Section 1, of the Association Bylaws describes the five classes of membership currently offered to those wishing to join the community of our Association. These five categories of membership are: Charter, Regular, Life, Associate and Honorary. For the last several years the Membership Chairman has been receiving applications for Associate membership which do not meet the current criteria for acceptance.
The existing bylaws standard for granting Associate membership requires that the applicant “has contributed significantly to the support of the Association in the accomplishment of its aims and purposes.” This is a high standard which the majority of applicants do not meet.
To develop and present to the membership a viable and acceptable solution which allows otherwise deserving supporters of the Association an opportunity to apply and be approved for acceptance as an Associate Member.
The Outreach Committee, a sub-committee of the Board chaired by Director Dave Book, has proposed, and the Board recommends approval of, the following amendment to the bylaws. If approved by the members at the Annual General Meeting (AGM), this change to Article III, Section 1 would provide a path for non-member supporters of the Association, who do not otherwise meet the current criteria for acceptance, to apply for an expanded Associate membership class.
Revise the definition of Associate membership as stated in the existing Article III, Section 1 as follows:
Associate Member – Associate membership may be granted to any active duty or veteran of the United States military, family member of a current or former Old Guard Soldier or any person not meeting other membership requirements stated herein and who has contributed significantly to the support of the Association in the accomplishment of its aims and purposes. Applications for Associate membership are subject to approval of the Board.
The dues structure for the Associate membership class would be positioned so as to discourage all but the most ardent and enthusiastic applicants. Each individual application would continue to require review and approval by the Board of Directors. If approved, this bylaws change would become effective on January 1, 2022.
Article VI, Section 4 (New), Meetings
Synopsis of the proposed change:
This proposed change seeks to provide guidance to your Board of Directors on actions to be taken in connection with the Annual General Meeting and its inherent election of Directors should a situation arise which necessitates the cancellation of the reunion, such as what occurred last year because of the Covid19 pandemic.
Full Text of the proposed change:
Article VI of the Association Bylaws prescribes the type, frequency and format of meetings to be conducted by the Association as business as usual. Section 1 of the Article describes periodic meetings of the Board of Directors; Section 2 dictates that a general membership meeting be held each year at the annual reunion in order to conduct the Association’s business and hold elections for the following year’s Directors; and Section 3 presents the format of the agenda for the general membership meeting.
The existing bylaws did not contemplate and do not contain a clause which directs the Board on how to deal with such an emergent situation as occurred in 2020 (the pandemic) which necessitated the cancellation of the reunion, and hence, the election of Directors for the following term.
To develop and present to the membership a viable and acceptable solution which provides guidance to the Board of Directors on actions to be taken in connection with the Annual General Meeting and its inherent election or reelection of Directors to serve on the Board for the following two years should a situation arise which necessitates the cancellation of the reunion.
After struggling through multiple scenarios in mid-2020 brought about by the COVID restrictions imposed by the Federal government and the State of Virginia, the Board ultimately decided to “freeze” the current Directors of the Board along with its elected officers in place, in essence declaring that the year of 2020 never happened in terms of the reunion, the General meeting and the Board elections.
In early 2021, with the future still unclear, the Board decided it needed to codify a process for dealing with such an emergent situation should it ever occur again. Therefore, the Board has proposed, and the Board recommends approval of, the following amendment to the bylaws. If approved by the members at the 2021 Annual General Meeting (AGM), this addition to Article VI (Meetings) would take effect on January 1, 2022.
Add a new Section 4 to Article VI entitled, Cancellation of General Membership Meeting. The language of Section 4 would read, “In the event of the cancellation of an Annual General Meeting for reasons beyond the control of the Board of Directors, the existing Board shall continue to serve, including its elected officers, until such time as a new Membership Meeting can be organized and a new election can be held. Given the time, distances and expense involved, this meeting may not be held until the following year’s reunion.”
Please read each of the proposals thoroughly in advance of the Annual General meeting and then come ready to make your voice heard and prepared to vote on the proposed amendments to the bylaws.