About

Article I: Legal Authority

The League of World War I Aviation Historians is chartered as a nonprofit corporation under and by virtue of the laws of the State of Texas. In accordance with Internal Revenue Code of 1986 Section 501(c)(3), the purposes of this corporation are limited to educational and public, not-for-profit activities in compliance with the Purpose defined in Article III. The Articles of Incorporation were filed with the State of Texas on July 12, 1985 and remain on file with the Secretary of State.

Article II: Name and Location

Section 1: Official Name – League of World War I Aviation Historians, Inc.

Section 2: Assumed Name – For purposes of advertising and promotion, the Corporation may at times utilize the assumed name of “The League of World War I Aviation Historians” or “League of WWI Aviation Historians”; however, the official name shall remain the binding corporate name to transact business.

Section 3: Location - The principal office of the Corporation and its registered agent shall be located in Chesterfield MO 63017 USA.  This designation may be changed from time to time only by official action of the Board of Directors. The address of the registered agent shall be the residence or business address of the current Secretary unless otherwise designated by the Board.

Article III: Purpose

Section 1: Mission - The purpose of the Corporation is to collect and preserve information on any and all aspects of World War I aviation (including, but not limited to, unit histories, personnel information, technical details, aircraft markings, and artwork and publications focused on WWI aviation), and to provide a forum for presenting factual and responsible studies of such topics through public media such as the publication of the League’s journal (Over the Front) and its website (www.overthefront.com), and other public educational programs or materials.

Section 2: Restrictions - No activity of the Corporation shall support political campaigns on behalf of any candidate for public office; restrict membership on the basis of race, religion, gender or national origin; or do anything to disqualify its tax-exempt status pursuant to the United States’ Internal Revenue Code.

Article IV: Board of Directors

Section 1: Governance - The business, property and programs of this Corporation shall be managed and controlled by a Board of Directors. Directors need not be residents of the State of Texas.

Section 2: Number and Term of Office – The Board of Directors shall consist of no fewer that three (3) and no more than ten (10) persons, with the specific number to be determined by resolution of the Board. Initial Directors shall be named in the Articles of Incorporation and serve until December 31, 1988. Thereafter, Directors shall be elected by a majority vote of a quorum of the Directors in office, for staggered terms of three years commencing on January 1 and ending on December 31.

Section 3: Vacancies – Any vacancy occurring in the Board of Directors may be filled by a majority vote of a quorum of the Directors remaining in office. A Director elected to fill a vacancy shall serve for the unexpired term of the predecessor. Any directorship to be filled by reason of an increase in the number of Directors shall be filled by election at an annual, regular, or special meeting of the Board.

Section 4: Ex Officio Board Members – Individuals may be appointed by action of the Board to serve as advisors or in special roles, and may serve as nonvoting, ex officio members of the Board. Such status shall last until the end of the calendar year, after which the Board will vote to renew or discontinue the appointment.

Section 5: Compensation – Directors shall serve as volunteers and receive no compensation, except (i) reimbursement for occasional expenses directly related to the Corporation’s mission as approved by the Board, and (ii) indemnification for expenses and costs, including attorney’s fees, actually and necessarily incurred in service, unless such service involved gross negligence or misconduct.

Section 6: Commitment and Ethics – Each Director must uphold a strong commitment to the League’s mission and exhibit high ethical standards. A special committee of the Board shall investigate any conduct in conflict with these standards, and the Board may remove a Director by vote if deemed necessary.

Section 7: Duty to Disclose Information Received in Capacity as Director – Directors shall promptly disclose to the full Board any material information relevant to the Corporation’s governance or operations received in their capacity as Directors. Failure to comply may constitute a breach of fiduciary responsibility and grounds for removal.

Article V: Meetings of Directors

Section 1: Meetings – Regular meetings shall be held as determined by Board resolution. Special meetings may be called by the President or any two Directors. Meeting locations may be within or outside Texas.

Section 2: Notice – Written notice (email, postal mail, or telephone) must be delivered at least five days before any meeting. Attendance constitutes waiver of notice unless the Director attends solely to object to improper notice.

Section 3: Voting – A simple majority of Directors present constitutes a quorum. Each Director has one vote; no proxy voting is allowed. Remote participation via video or telephone shall count toward quorum and voting.

Section 4: Attendance – Directors are expected to attend all meetings. Three consecutive unexcused absences may result in removal, subject to Board vote.

Section 5: Minutes of Meetings – Minutes shall be kept of all meetings, recording actions taken and members present.

Article VI: Officers

Section 1: Officers and Election – Officers shall include a President, Vice-President, Secretary, and Treasurer, elected by the Board. No individual shall hold more than one office simultaneously.

Section 2: Vacancies – Officer vacancies shall be filled by the Board.

Section 3: Authority – Officers shall have powers as assigned by these bylaws and the Board.

Section 4: Officer Duties – Officer duties are detailed in Appendix A, attached hereto and incorporated by reference. These duties may be amended by Board resolution.

 

Article VII: Finance and Audits

Section 1: Fiscal Year – The fiscal year shall be the calendar year.

Section 2: Funds and Property – All funds and property shall be used exclusively for the Corporation’s charitable purposes.

Section 3: Records – Financial records shall be maintained in accordance with GAAP and reported quarterly to the Board.

Section 4: Disbursements – All expenditures shall be approved and executed by designated Officers as determined by Board resolution.

 

Article VIII: Corporate Seal

The Board shall provide a corporate seal bearing the Corporation’s name. The Secretary shall maintain custody of the seal.

 

Article IX: Amendments

These bylaws may be amended by a two-thirds (2/3) vote of the Board at any meeting where a quorum is present.

 

Article X: Dissolution of the Corporation

Upon dissolution of the Corporation, all assets remaining after payment of debts shall be distributed for one or more exempt purposes under Section 501(c)(3) of the Internal Revenue Code, or to the federal, state, or local government for public purpose, as determined by the Board.

The League of World War I Aviation Historians is led by a dedicated Board of Directors and an experienced Editorial Team, ensuring the continued preservation, publication, and promotion of Great War aviation history.

Board of Directors

President
Dan Polgaze
President@overthefront.com

Vice President
David Layton

Membership Secretary
Charles Gosse
Membership@overthefront.com

Recording Secretary
Ted Huscher

Treasurer
Wayne Holton
Treasurer@overthefront.com

Corresponding Secretary
James Streckfuss

Directors
Carl J. Bobrow
Lance Bronnenkant
Peter Kilduff
Michael O'Neal
Charlie Walthall

Editorial Team

Managing Editor
Rick Boyd

Associate Managing Editor
Mike O'Neal
editor@overthefront.com

Issue Editors
Lance Bronnenkant
Charles Gosse
Peter Kilduff
Michael O' Neal
Colin A. Owers
Hannes Täger
Greg VanWyngarden