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ARTICLE I: NAME
The name of this corporation is the 398th BOMB GROUP MEMORIAL ASSOCIATION, INC. Hereinafter referred to as the“398th”.

ARTICLE II: MEMBERSHIP
Two categories of membership are permitted as follows.

1. MEMBER (voting): Only paid up dues paying members are permitted to vote. There are three classes of voting membership. Voting members are identified in these classes only to provide the statistics required by the IRS to comply with regulations concerning Veteran tax-exempt organizations.
   
   a. Veteran who was on active duty with the 398th during WW II.
   b. A spouse, widow or blood relative of a 398th Veteran.
   c. An associate member who had no prior relationship with the 398th or its personnel but is interested in its heritage and future.
   
   
2. 2. HONORARY MEMBER (non-voting): A non-dues paying person appointed by the Board who does not fit into the above category, but is very supportive of the 398th objectives and activities, and would bring credit to the organization.

ARTICLE III: MEETING/VOTING

1. A membership meeting of the 398th will be held at regular intervals, normally at the annual reunion. Notice of such meeting will be published in the 398th newsletter as well as other appropriate veterans publications.
   
   
2. A majority of members eligible to vote and in good standing in attendance at the annual reunion shall be required to be present at the membership meeting to constitute a quorum and shall conduct the business of the 398th.
   
   
3. Each member eligible to vote and in good standing in attendance at the membership meeting shall be entitled to one vote.
   
   
4. At the membership meeting regular voting will be by voice. Election of Officers and Directors shall be by written ballet unless members accede to voice vote. Election will be by plurality in descending order.
   
   
5. The Membership Meeting order of business shall be as follows:
   
   a. Call to Order.
   b. Reading of the Minutes of the Preceding Meeting.
   c. Report of Officers.
   d. Report of Committees.
   e. Unfinished Business.
   f. New Business.
   g. Adjournment.
   
   This order may be changed by a majority vote of the eligible members.
   
   
6. All meetings shall be governed by the latest edition of Roberts Rules of Order.
   

ARTICLE IV: CONDUCT OF OFFICIAL BUSINESS

1. The business of the 398th shall be managed by the Official Board consisting of four (4) elected Officers, four (4) elected Directors and the functional managerial appointees.
   
   
2. Officers and Directors shall be elected for a term of one (1) year at the annual membership meeting. Nominees must be present at the meeting and must have been a paid-up member for the preceding 12 months to be eligible for election. Nominations must be acceptable to the nominee.
   
   
3. Special meeting and mail votes of the Official Board may be called by the President provided each Board member is polled.
   
   
4. The majority of the Official Board attending regular and special meetings is required in each session to form a quorum for conduct of Board Business. A majority of Officers, Directors and managers is required for a quorum. Each Official Board member has one (1) vote.
   
   
5. The Board shall commission a financial audit each year. The Board shall also make such rules and regulations governing its meetings, conduct of business and voting procedure as it may, in its discretion, determine necessary.
   

ARTICLE V: OFFICIAL BOARD

The Official Board includes the elected positions of President, Vice-President, Secretary, Treasurer and four Directors. Also included are the appointed managers for the functions of: Contact Officer, Group Historian, PX Manager, Dues Manager, Internet Webmaster, Nuthampstead Memorial Maintenance Fund Committee, and Public Relations that includes the newsletter, reunion site selection, reunion and tour arrangements.

ARTICLE VI: OFFICERS

1. PRESIDENT: The President shall preside at he meetings of the Board and the membership and subject to the control of the Board, exercise general management over the affairs of the organization with the authority to delegate such responsibility as deemed advisable. The President will appoint the Contact Officer, Group Historian, PX Manager, Dues Manager, Internet Webmaster, Public Relations Manager and Nuthampstead Memorial Maintenance Fund Members. He will also make other appointments as necessary to carry out the objectives and planned activities as outlined by the Board. Between scheduled meetings of the corporation, the President will, as necessary, coordinate the business of the corporation, approve emergency disbursements by the Treasurer and prepare agendas for forthcoming Board and Membership meetings.
   
   
2. VICE-PRESIDENT: The Vice-President shall provide leadership and direction as required in the absence of the President. The Vice-President will also assume and execute duties and assignments made by the President or the Board. The Vice-President will be responsible for maintaining changes in Association By-Laws, analysis of membership statistics, serve as chair of the annual financial audit committee and participate in the annual reunion site selection committee.
   
   
3. SECRETARY: The Secretary will maintain the records of the corporation including minutes of Board and Membership meetings, file certificates required by Federal or State laws, execute duties incident to the office and perform assignments made by the President or the Board.
   
   
4. TREASURER: The Treasurer will receive all funds of the corporation including dues and contributions as well as PX sales and income from the sales of 398th publications. The position will also require issuing all approved disbursement checks, maintaining accurate records of receipts and expenditures and preparing periodic financial reports for the Board during the year and for the annual Membership meeting. Funds deposited in checking and savings accounts not needed for short term liabilities will be invested conservatively to provide additional income. The Dues Manager will assist the Treasurer as may be necessary required to conduct 398th business.
   
   
5. DIRECTORS: Four Directors are elected annually to provide expert advice and guidance in various ways in the business operation of the Association. The Directors are expected to volunteer or are asked to complete major Association needs, projects and special assignments that occasionally arise that require leadership and commitment for the over good of the organization.

ARTICLE VII: APPOINTED MANAGERS AND COMMITTEES

Managers and committees are designated by the President to support the administration of 398th business and activities.

1. CONTACT OFFICER: The Contact Officer’s name will appear in the 8th Air Force Society and other veteran publications as the 398th’s official contact. Serves as the first contact for 398th veterans or other persons interested in dealing with the 398th on any matter. Responds to these inquires and forwards them to appropriate 398th officers for handling. Maintains a computerized file of e-mail addresses of 398th members. Receives new and revised e-mail addresses reported for inclusion into this 398th data file. Uses these e-mail addresses for broadcast distributions of 398th news and other appropriate 398thactivities. Supplies qualified individuals with this e-mail address file when requested.
2. GROUP HISTORIAN: This person collects and maintains the history of the 398th and prepares biographical information on members. Assembles and manages the 398th computerized database facilities. Completes research from all possible sources and preserves this historical information in these data files. Devises and maintains the global 398th database. This information is used to produce digitized reports; such as those for membership directories, dues paying and contribution records, and other unique 398th reports concerning its individual veteran membership.
3. DUES MANAGER: This function is the focal point for all dues and contributions from members. Follow-up of the receipt of these funds will include recording of payment and any address changes, sending an acknowledgment package to the member when necessary, and forwarding accrued funds to the Treasurer. The address changes will also be coordinated with the Public Relations Manager and Contact Officer. The Dues Manager will also assist the Treasurer in developing the financial reports for the annual Board and Membership meetings.
4. PX MANAGER: Conducts all business of the 398th PX operation, including sales and inventory control between and during annuals reunions. Is responsible for the selection of appropriate PX products, the establishment of prices and determination of inventory requirements.
5. INTERNET WEBMASTER: The Webmaster uses computer skills and technical know how to create and maintain a comprehensive web site named www.398th.org. The 398th web page provides information related to current 398th functions and activities. The page also includes 398th historical data and stories obtained from existing records and the 398th membership. The Webmaster activity includes working with many individuals and other information sources to make the web page a living document of interest to the membership and the public in general.
6. PUBLIC RELATIONS: The primary responsibility of the public relations activity is to compose and issue the quarterly publication of the 398th’s “Flak News” newsletter. Activities also include serving as chairman of the annual reunion site selection committee and for planning and execution of group reunions and overseas tours.
7. NUTHAMPSTEAD MEMORIAL MAINTENANCE FUND COMMITTEE: This fund is separate from the operating funds of the 398th Treasury. The income from this fund is used to pay the annual maintenance cost of the 398th owned memorial at the USAAF Station 131 location, the 398th active duty base in Nuthampstead, England. Other additional 398th memorials requiring similar funding could be included. A Fund Chairman and two (2) committee members appointed by the President with the concurrence of the Board administer the fund. Periodic status reports of the fund’s investment portfolio are provided to the Board
8. REUNION SITE SELECTION COMMITTEE: The Committee is comprised of the Vice-President, the Public Relations Manager and a Board Member appointed by the President. Normally, a two-year plan of reunion sites is considered and updated annually. The Committee presents such plans to the Board for approval at its annual meeting.
9. FINANCIAL AUDIT COMMITTEE: Each year an appointed Audit Committee will review the books and records of the Treasurer to insure the 398th is in legal compliance with Internal Revenue Service regulations and corporation objectives and procedures. The Committee is chaired by the Vice-President, and includes the Secretary and a Board member appointed by the President. The results of each Audit shall be reported in writing to the President.
10. SPECIAL ASSIGNMENTS: Special assignment roles will be defined and assigned to support Association activities from time to time as deemed necessary by the President.
    

ARTICLE VIII: DUES
The dues of the 398th shall be $20 per year or $100 for life membership. Dues are required of each 398th member unless waived by the Board. Dues paying for widows are voluntary.

ARTICLE IX: SALARIES
No salary or monetary compensation shall be paid any Officer, Director, Committee member or a member at large. However, reimbursement can be made to any of the above for out-of-pocket expenses incurred as part of official corporation business. Such reimbursements will be reviewed by the Treasurer and approved by the President. The Board may hire and fix compensation for any employee or consultant determined to a requirement for conducting the business of the 398th.

ARTICLE X: DISSOLUTION PLAN
If in the future it appears that the 398th cannot continue as an active organization, the Board will take dissolution actions as provided by law and these By-Laws.

1. After all outstanding liabilities are satisfied, the remaining assets, except the Nuthampstead Memorial Maintenance Fund, will be assigned to the Mighty Eighth Museum at Savannah, Georgia or other appropriate veteran’s organizations qualified under the then current Section 501(c) of the Internal Revenue Code or any other corresponding provision of a future United States Internal Revenue Law.
2. Per written agreement, the Nuthampstead Memorial Maintenance Fund and its Committee responsibilities, along with the Nuthampstead Memorial property Deed, will be transferred to the U.S. American Battle Monuments Commission (ABMC). That Commission will draw on that income and arrange for 398th perpetual maintenance with a Nuthampstead, England maintenance contractor.
   

398th By-Laws Adopted and Approved: September 2003
Web Update: December 9, 2003