1

NHA By-Laws

Articles of Incorporation

2

Index Part I

By-Laws …………………………………….…………………………. 3-19

Articles of Incorporation……………………………………………… 20-24

3

PART I By-Laws of the

NAVAL HELICOPTER ASSOCIATION, INC.

Article I

Name and Location

Section 1. The name of this corporation shall be the NAVAL HELICOPTER ASSOCIATION,

INC. abbreviated NHA.

Section 2. The principal office of the Association shall be in San Diego County, California. The

Board of Directors/National Board of Directors to include the Directors-at-Large, hereinafter

known as the Board (BOD) may change the principal office from one location to another.

Article II

Purpose and Objectives

Section 1. Purpose: The Association is a nonprofit, non-lobbying, professional organization

whose purpose is to:

(A) Provide recognition and to enhance the prestige of the United States Naval

vertical flight community.

(B) Promote the use of vertical lift aircraft in the United States Navy, Marine Corps

and Coast Guard.

(C) Keep members informed of new developments and accomplishments in rotary

wing aviation.

Section 2. Objective: It is the objective of the Association to provide an organization composed

of the widest source of interested membership for the accomplishment of the stated purpose.

The NHA Historical Society (NHAHS) and NHA Scholarship Fund, while closely affiliated

with NHA are separate 501 (c) 3 organizations. Both these organizations work with and

support NHA’s purpose and objectives. NHAHS has its own BOD and a NHA Exchange

Officer for governance/oversight. NHASF is governed by the NHA BOD. Both

organizations have their own independent staffs (President, VP, Secretary, Treasurer, etc.),

separate Articles of Incorporation, Tax ID numbers and financial activities.

Article III

Membership

Section 1. Classes of Membership: The Naval Helicopter Association shall have three classes

of membership as follows: (A) General Members, (B) Corporate Members, and (C) Honorary

Members. Section 2. Qualifications: The qualifications for each class of membership are as follows:

4

(A) General Members: General Membership in the Association is open to all

individuals interested in subscribing to and promoting the objectives of the

Association.

(B) Corporate Members: Corporate Membership in the Association is open to all

corporations who desire to take an active interest in subscribing to and promoting

the objectives of the Association.

(C) Honorary Members: Honorary Membership is bestowed upon any individual

selected by the Board of Directors for his or her interest, contribution, and

promotion of the objectives of the Association.

Section 3. Voting Rights and Duties of Members: The voting rights and duties of each class of

membership shall be as follows:

(A) General Members may vote on any advisory measure or informational survey

and submit agenda items for any duly noticed meeting of members as requested

by the Board. Regional Directors will represent General Members on the Board.

There are no duties as such for the general members, unless elected as a Regional

or National Officer.

(B) Corporate Members will, as part of their membership, designate ten (10)

individuals from

their organizations for one (1) year general memberships and so notify the

Association.

All rights of general membership shall then apply to those members. The

corporation, as

such, has no voting rights. The corporate member is strongly encouraged to

submit

articles for publication and advertise in the Association’s magazine, RotorReview

magazine, as well as participate in the presentations and display booths at the

Annual Symposium of the Association, sponsor awards and avail themselves of

every opportunity to promote the objectives of the Association.

(C) Honorary Members shall have the right to participate in all functions of the

Association, but may not vote or hold office.

Section 4. Fees, Dues, and Assessments: Fees, dues and assessments shall be levied as follows:

(A) Annual Membership fees shall be determined from time to time by the National

Officers and approved by the Board.

(B) Honorary Members pay no annual dues.

(C) Paid membership fees will include a one year subscription to the Association's

magazine, Rotor Review, for the length of the membership.

(D) Membership is non-assessable.

Section 5. Number of Members: There is no limit to the number of members the Association

may have unless otherwise established by the Board.

Section 6. Non-Liability of Members: No member of this Association shall be personally

liable for the debts, liabilities or obligations of the Association.

Section 7. Certificates of Membership: Membership certificates shall not be issued; but the

Board may authorize membership cards to be distributed to each member.

5

Section 8. Transferability of Membership: Membership is non-transferable and not

transportable.

Section 9. Termination of Membership: Membership shall terminate upon receipt by the

Board of the written or typed resignation of a member; on the death of a member; or upon

nonpayment of annual dues.

Section 10. Expulsion: Any member of the Naval Helicopter Association may be expelled for

good cause by a three fourths (3/4) vote of the Board after providing not less than ten (10) days

written notice to such member of the reasons for such expulsion action. There shall be no appeal

from the decision of the Board.

Article IV Meetings of Members

Section 1. Place: Meetings of the general members shall be held at the Annual Symposium of

the Association or Fleet Fly-In /NHA Join-Up or at such other places as the President shall

designate.

Section 2. Special Meetings: Special meetings of the General and Honorary members shall be

called by the President of the Association and held at such times and places within or without the

State of California as may be ordered by resolution of the Board of Directors.

Section 3. Contents of Notice: Notice of meetings shall specify the place, the day and the hour

of the meeting and, in the case of special meetings, the general nature of the business to be

transacted.

Section 4. Quorum: Twenty percent (20%) of the General Members shall constitute a quorum

for the transaction of General Member’s business and, except otherwise provided by law, by the

Articles of Incorporation, or by these By-Laws, no business shall be transacted in the absence of a

quorum.

Section 5. Proxy, Cumulative, and Fractional Votes: Proxy voting shall be allowed, but

cumulative and fractional votes shall not be authorized. Proxy votes shall be delivered in writing

to the Secretary of the Association in sufficient time as to be counted in any vote.

Section 6. Meetings: Meetings shall be governed by Robert's Rules of Order. Such rules may

be revised from time to time insofar as such rules are not inconsistent or in conflict with these

Bylaws, with the Articles of Incorporation, or with law.

Article V

Governing Bodies

Section 1. Board of Directors/Directors-at-Large: The Association shall be governed by a

Board who will, based on recommendations from the National and Regional Officers to

determine goals, guidelines and oversee general operations and review/modify and approve an

annual operating budget.

Section 2. Trustees: The Trustees shall review all goals, projects and operations for

recommendation to the Board.

6

Section 3. National Officers: The National Officers shall consist of a President, Vice President,

Vice President/Awards, Vice President/Membership, Vice President/Symposium, Secretary,

Treasurer and Stuff Officer. Other officers may be added as the President deems necessary to

facilitate operation of the Association.

(A) Qualification, Election, Term of Office and Vacancies: The outgoing Officers

shall nominate incoming National Officers. The Officers shall be

approved/disapproved at the annual meeting of the Board. The President, with

the approval of the Board, shall fill vacancies in any offices. All general

members of the Association, in good standing, are eligible for nomination and

election as National Officers.

(B) Duties of the National Officers: The National Officers shall be responsible for

the daily operations of the Association and answerable to the President and Board

for all actions. Specific duties of each officer shall be delineated in the NHA

Operations Manual and shall be modified/updated periodically to reflect the

operations of the Association.

(C) Compensation: Officers of the Association shall serve without compensation.

Article VI

Directors

Section 1. Powers: The Directors shall exercise the powers of the Association, control its

property, and conduct its affairs except as otherwise provided by law.

Section 2. Duties: The Board will oversee and guide the existing NHA organization and

operations. They shall determine goals and policies, approve annual budgets and the annual slate

of officers.

(A) Chairman: The Chairman shall be responsible for the overall actions of the

Board and the NHA entities that comprise the entire organization. He/she shall

chair the annual and semi-annual meetings, delegate areas of responsibilities of

the Directors and ensure that all phases of operations under the control of the

Board are carried out.

(B) Regional Directors: The Regional Directors shall oversee all Regional activities

and serve in an advisory capacity to the Regional President.

Section 3. Committees. The Association shall have the following committees, activated as

required by the Board of Directors, each of which shall be chaired by a designated officer of the

Association.

(A) Executive Director. The Executive Director shall maintain the by-laws of the

Association; review changes and additions; and make recommendations on legal

issues.

(B) Treasurer. The Treasurer shall review annual budgets, provide for audit, make

recommendations on issues such as insurance, taxes, and recommend fiscal

accounting and capital expenditures.

(C) Public Relations. The Editorial Committee in conjunction with the Marketing and

Membership Officers shall coordinate nationwide promotion activities of the

Association both current and long term.

(D) Historical. The NHA Historical Society (NHAHS) (while a separate entity from

NHA) shall oversee the maintenance of the archives of the Association.

7

(E) Awards. The Awards VP/Committee shall provide assistance and guidance to the

Symposium Committee concerning annual awards, make recommendations to the

Board of Directors for changes or additions to awards, procedures, and policy.

(F) Nominating. The Executive Director and Secretary shall prepare and submit to the

Trustees and Board of Directors a list of candidates for election. The Executive

Director and Secretary shall be responsible for ensuring that Trustee nominating and

voting packets (emails) are sent to the Trustees/Directors in sufficient time for

responses to be made prior to the annual Symposium.

(G) Symposium. A Symposium Vice President shall be selected by the Directors in the

region hosting the annual Symposium. The Symposium Vice President shall then

establish subcommittees as appropriate to deal directly with convention matters.

Section 4. Compensation: Directors shall serve without compensation unless approved by the

BOD.

Section 5. Qualifications: Any General Member of the Association in good standing shall be

eligible to serve as a Director or Chairman of the Board of Directors.

Section 6. Meetings:

(A) Directors shall meet at such time and place as the Directors shall determine but in

no event shall the Directors meet less often than annually. A mid-year meeting

of the Board may be scheduled in the fall. The Chairperson or any three

Directors may call special meetings and such meetings shall be held at the time,

place and hour designated by the person or persons calling the meeting.

(B) Notice of the time and place of meetings shall be delivered to each Director

personally or by email at least ten (10) days prior to any such meeting.

(C) A simple majority of Directors shall constitute a quorum for the transaction of

business.

(D) In the absence of a quorum, the Board shall transact no business except as

otherwise expressly provided in these By-Laws, in the Articles of Incorporation,

or By-Law and the only motion the Chair shall entertain is a motion to adjourn.

Section 7. Vacancies: The remaining Directors of the Board shall fill the vacancy on the Board

by taking nominations from BOD Members. The newly appointed Board member shall serve

until they are relived or retire.

Section 8. BOD Election and Length of Terms:

(A) The Board of Directors: shall consist of a Chairperson, Directors-at-Large and Regional

Directors. There will be Regional Directors from the six (6) NHA geographic Regions

comprised of Senior Military Leadership (CAPT/CDR’s).

(B) Election: any member of the board may present nominations. Appointments will be made

at the

annual meeting.

(C) Each Regional Director/Director-at-Large will serve a term until properly relieved by

his/her successor. The individuals serving in the following billets will be Regional

Directors.

COMHSMWINGLANT/PAC, COMHSCWINGLANT/PAC, COMHELWINGRES,

COMTRAWINGFIVE. One Director shall be the President of the Junior Officer

Advisory Board.

8

Section 9. Board of Directors Awards: Two Board of Directors Awards will be presented each

year at the annual Symposium. Recipients for these awards will be selected by the Directors at

the semi-annual meeting or, should there not be an official meeting convened, by email

nomination and vote prior to Symposium each year.

(A) Lifelong Service Award: This award is presented to the individual chosen by the

Board for most significant lifelong contributions to vertical lift aircraft and/or

operations.

(B) Service to NHA Award: This award is presented to the individual who, in the

opinion of the Board, has contributed most significantly to achieving the goals of

the Naval Helicopter Association.

Article VII

Trustees

Section 1. Powers: Trustees shall act as an Advisory Board to the Board of Directors and are

responsible for overseeing the accomplishment of the stated goals and programs of NHA

Operations.

Section 2. Duties: The Trustees are tasked with reviewing annual reports submitted at the

annual Trustee meeting and making recommendations to the Board on any other topics

designated by the Board.

Section 3. Compensation: Trustees shall serve without compensation.

Section 4. Qualifications: To qualify as a Trustee, a nominee must be a general member in

good standing and have demonstrated an active interest in the Association and its goals.

Section 5. Meetings:

(A) Trustees shall meet at such time and place as requested by the Directors but in no

event shall the Trustees meet less often than annually. A mid-year meeting of the

Trustees may be scheduled in the fall.

(B) Notice of the time and place of meetings shall be delivered to each Trustee

personally or by email at least ten (10) days prior to any such meeting.

(C) Twenty percent (20%) of the Trustee Members shall constitute a quorum for the

transaction of Trustee business and, except otherwise provided by law or these

By-Laws, no business shall be transacted in the absence of a quorum.

(D) The President of NHA shall preside over Trustee Meetings.

Section 6. Number, Election and Length of Term: Trustees shall be appointed in perpetuity

unless they become delinquent in their NHA dues for two (2) years or do not participate in the

annual meetings for five (5) consecutive years. Nominations for Trustee membership may be

made by any Trustee in good standing but no Trustee shall be entitled to more than one

nomination per year. The Board shall call (by email) for nominations from all Trustee members

at least ninety (90) days prior to the annual convention. Nominations must be returned to the

Secretary at least forty-five (45) days prior to the convention. Each nomination submitted shall

include the nominee’s name, address, rank, rate, title, or position (as appropriate), employment

and a brief resume of experience and history. The Secretary shall summarize the nominations and

send the Trustees a ballot with all of the names of the nominees. Trustees may vote for up to

eight nominees and must return the ballot to the Secretary prior to the stated deadline. The

9

Executive Director and Secretary shall count the returned ballots and present the results to the

President who will in turn present the new Trustees at the annual meeting.

Proxy 7. Proxy voting shall be allowed. Proxy must be delivered via mail or email to the

Secretary in sufficient time to be counted for any vote.

Article VIII National Staff

Section 1. Staff: An Executive Director will be hired by the Chairman and National President to

administer the National Office. Additional staff members will be hired based on

recommendations to the President and Chairman from the Executive Director and subject to their

approval.

Section 2. Job Descriptions: All staff job descriptions will be outlined in the Operations

Manual.

Section 3. Performance/Salary Reviews: The Chairman and President will conduct annual

performance and salary reviews at the semi-annual Directors meeting.

Article IX NHA Operations/Responsibilities

Section 1. Operations/Responsibilities: NHA Operations has five major areas of operations:

Membership (both corporate and individual); Marketing/Finance, Symposium; Rotor Review

quarterly magazine and Memorabilia/Stuff sales. Specific duties, staff and committees are

outlined in the Operations Manual. Additional areas of operations shall be added as deemed

appropriate by the National Officers and approved by the Board.

Section 2. Membership: Memberships will be recorded, maintained and updated on a regular

basis with current lists available to each region upon request. Renewal letters will be emailed to

all members prior to their membership expiration.

Section 3. Annual Symposium: The Association will host an annual Symposium, the date and

location to be determined by the Board. The Vice President/Symposium will have direct

responsibility for all symposium activities.

Section 4. Rotor Review: The Rotor Review will be published quarterly and distributed to all

members, both individual and corporate, all major Navy, Marine Corps and Coast Guard

commands, and all helicopter squadrons in the above services. Content will reflect the purpose of

the Association, its goals and the concerns of its membership. The National President represents

the Association as the publisher and an editorial staff develops each issue. The organization and

publication staff are set forth in the Operations Manual.

Section 5. NHA Memorabilia/"Stuff": The National NHA Stuff Coordinator will be

responsible for overall purchasing, inventory and sales of all items. Sales outlets will be

maintained via the annual Symposium, NHA website, Rotor Review Magazine and any region or

other events as deemed feasible.

10

Section 6. Marketing and Finance: Assists with all areas of operations. Assistant to the

Executive Director. Manages day to day financial accounting in Quickbooks on-line. Performs

research, planning and contract review for all future events.

Article X

Organization

Section 1. Operations Manual: The Association President and Executive Director shall

develop and maintain an Organizational Manual (Ops Manual) under the supervision, assistance

and final approval of the Board that, as a minimum, will:

(A) Document, in finite detail, a "Position Description" for each current

job/office/position in the association and additional requirements as they may

become known or develop. Fiscal and managerial responsibilities of each of the

National Officers and committee chairpersons are paramount.

a. Set forth fiscal management procedures and assign specific responsibilities.

b. Set forth procedures for the budgeting process and assign responsibilities for

preparation, submission and amendment/approval by the President for formal

presentation to the Board at the annual symposium.

i. The procedures shall provide for an annual budget prepared by the

Treasurer and Executive Director for submission via the President to the

Board of Directors for approval.

ii. This documentation shall provide for the timely delivery of copies of the

budget to the Directors prior to a request for budget approval.

(B) Set forth a policy for staff compensation to be reviewed at the annual meeting.

(C) Set forth detailed procedures and responsibilities regarding the Annual

Symposium and the Rotor Review and their staffs.

Article XI

Regions

Section 1. Geographic Areas: For local administration, the Association shall be divided into

Regions defined by major concentrations of rotary wing commands and personnel. These regions

are: Region 1-San Diego, CA (including MCAS Miramar and MCAF Camp Pendleton); Region

2-Capitol (Washington D.C. and environs, including Patuxent River, MD); Region 3-

Jacksonville, FL; Region 4-Tidewater (Norfolk, VA, New River, NC, and environs); and Region

5-Gulf (Pensacola, FL and Corpus Christi, TX areas), Region 6 Pacific (Alaska, Guam, Hawaii,

and Japan). Members outside these regions may elect to be included in a Region of their choice.

Regions may be dissolved, combined or added by amendment to these By-Laws.

Section 2. Regional Officers: Each Region shall elect officers with titles, duties and terms of

office corresponding to the National Officers as defined in these By-Laws. Regional Presidents

will select a senior aircrew advisor from among volunteers in each region who will assist in

encouraging and coordinating aircrew involvement with NHA. Additional officers may be

elected and committees appointed at the discretion of the Regional President. The Regional

President shall advise the National President of any such additional elections and appointments.

Section 3. By-Laws: Regions shall organize and conduct regional business and activities in

accordance with these By-Laws.

11

Section 4. Regional Financial Accounting: Regions shall maintain their own financial

accounts and funds subject to the provisions of this Article.

Section 5. Regional Funds: Funds generated or earned by the region shall be subject to the

Region's control except as noted herein.

(A) Membership Dues: Membership cards may be issued only by the National Office

upon receipt of membership fees. Membership dues received by the Region shall

be forwarded to the National Treasurer as received.

(B) Symposium Funds: Accounting of Symposium expenditures and receipts are

documented in Quickbooks.

(C) Fund Raising Activities: The President may disapprove any fund raising

practices that are determined to adversely affect or cast discredit on the

Association’s objectives.

Section 6. Regional Awards: Each Region shall select Annual Achievement Award Winners

based on input received from Navy, Marine Corps and Coast Guard unit commands. Details for

the recognized awards, the selection process and the timelines are delineated in the NHA

Operations Manual and on the NHA website.

Section 7. Chapters:

(A) A Chapter or chapters may be formed in a region when it is determined that a

significant number of Association members and prospective members, due to

distance, travel mode, time, are unable to routinely attend regional professional

and social events.

(B) These Chapters may be international and may be officially recognized as a region

if growth warrants such recognition.

(C) Authorization for the Chapter shall be the responsibility of the Board.

(D) A Chapter, when formed, shall report to their Regional President with overall

control residing with the Board. Exception: Authorized Chapters that do not fall

within an existing region shall report to the National President in carrying out the

provisions of the By-Laws.

(E) Chapters maybe financially subsidized (known as a Regional Stipend) as

determined by the Region based on the actual membership. If requested, the

Executive Director may reimburse the regional subsidy as available funds dictate.

Chapters not sanctioned by a region and approved by the Board or otherwise

approved by the National Officers will not receive any funds.

Section 8. Miscellaneous Provisions:

(A) The fiscal year of each Region shall conform to the fiscal year of the Association

(i.e.

1 Jan - 31 Dec).

(B) The location of each Region's headquarters or office shall be determined by the

Region.

(C) Requests to activate new Regions shall be directed to the National President for

referral to the Board of Directors for approval. Prior to such referral, the

President shall determine if the request is viable and whether the proposed new

Region is capable of organizing in accordance with these by-laws.

12

Article XII

Annual Awards

Section 1. National Awards: There are four categories of awards, the Board of Directors

Awards, the Best Scribe Award, the Outstanding Achievement Awards, and the “Max Beep”

Membership Award.

(A) The Board decides upon award winners for Lifelong Service and Service to NHA

Awards and they are both presented at the Annual Symposium Awards

Ceremony.

(B) A special committee consisting of the President, Executive Director, Rotor

Review Editor and the Award Founder (or designated representative) decide the

Best Scribe Award.

(C) The National Awards Board, chaired by the Vice President/Awards, decide on

the Outstanding Achievement Awards, which currently consist of Sustained

Performance Awards and Single Action Awards.

1. Sustained Performance Awards

a. RADM Steve Tomaszeski - Squadron Commanding Officer Leadership

Award

b. Pilot of the Year

c. Fleet Instructor Pilot of the Year

d. Training Command Instructor of the Year

e. Aircrew Instructor of the Year

f. Aircrewman of the Year

g. Shipboard Helicopter Pilot of the Year

h. Maintenance Officer of the Year

i. Maintenance Chief Petty Officer of the Year

2. Single Action Awards

a. Aircrew of the Year (Embarked)

b. Aircrew of the Year (Non-Embarked)

c. Rescue Swimmer of the Year

(D) The Max Beep Award is presented to the squadron(s) with membership (85%

minimum) in NHA as determined by the Vice President/Awards, Vice

President/Membership, and the Executive Director.

(E) The Golden Helix Award honors the Naval Aviator on active duty with the

earliest date of designation as a naval helicopter pilot and is awarded at the

Symposium. (F) Specific awards guidelines are delineated in the Operations Manual and on the

NHA website.

Section 2. Future Awards: May be proposed for consideration to the Board of Directors.

Article XIII

Miscellaneous Provisions

Section 1. Voting: Except as otherwise stated in the Articles of Incorporation, these By-Laws,

or by resolution of the Board of Directors, all issues and elections of this Association shall be

decided by majority vote of a quorum of any duly called meeting of the General Members or

Board.

13

Section 2. Fiscal Year: The fiscal year of the Association shall be from 1 January to 31

December inclusive.

Section 3. Dissolution: Upon the winding up and dissolution of this corporation, after paying or

adequately providing for the debts and obligations of the corporation, the remaining assets shall

be distributed to a nonprofit fund, foundation or corporation, which is organized and operated

exclusively for charitable, educational or religious and/or scientific purposes and which has

established its tax-exempt status under Section 501 (c) 3 of the Internal Revenue Code.

Section 4. Compensation: No part of the net earnings of this corporation shall ever inure to or

for the benefit of or be distributed to its members, officers, or other private persons, except that

the corporation shall be empowered to pay reasonable compensation for services rendered and to

make payments and distributions in furtherance of the exempt purposes for which it was formed.

Section 5. Activities: Notwithstanding any other provisions of these articles, the corporation

shall not carry on any other activities not permitted to be carried on by a corporation exempt from

Federal income tax under Section 501(c) 6.

Article XIV

By-Laws

Section 1. Effective Date of By-Laws: These By-Laws shall become effective immediately on

their adoption when signed by the President and Chairman of the Board. Current copies of the

By-Laws will be available on the NHA website.

Section 2. Amendment: Subject to the limitations contained in the Articles of Incorporation of

this 501(c) 6 Corporation and to any other provisions of the law applicable to the amendment of

By-Laws of nonprofit corporations, these By-Laws, or any of them, may be altered, amended, or

repealed and new By-Laws adopted as follows:

(A) By Directors: Subject to the power of the members to change or repeal them, by

vote of three fourths (3/4) of Directors present at any special or regular meeting

of Directors at which a quorum is present; provided that written notice of such

meeting and of the intention to change the By-Laws thereat is delivered to each

Director at least ten (10) days prior to the date of such meeting, or by the written

consent of the Chairman of the Board.

(B) By Members: Any members may submit a recommendation for altering,

amending, or repealing the By-Laws in accordance with Article III, Section 3.

Such recommendations will be acted on by the Directors as outlined above.

Section 3. Indemnification: All serving Directors, Officers or employees of the Association

shall not be held liable against all expenses and liabilities, including counsel fees, reasonably

incurred, or imposed upon that party in connection with any proceeding to which that person

becomes involved by reason of holding office or being employed by the Association except in

such cases wherein the Director, Officer or employee is adjudged guilty of willful misfeasance or

malfeasance in the performance of his or her duties.

14

Section 4. Policies:

Gift Acceptance Policy

PURPOSE

This policy serves as a guideline for the Naval Helicopter Association, Inc. (NHA) staff,

board members, volunteers, outside advisors’ who assist in the gift planning and

solicitation process, and prospective donors who wish to make gifts to NHA of

unrestricted, restricted and endowment funds. NHA actively solicits gifts and

sponsorship donations to further the mission of NHA. As gifts can encourage others to

give or do the opposite, this gift acceptance policy is intended only as a guide and allows

for flexibility on a case-by-case basis.

GUIDELINES

1. The Chairperson of NHA, the Executive Director, and any Board members,

volunteers, or staff of NHA so designated, have authority to solicit and/or accept

gifts on behalf of NHA.

2. The Chairperson of NHA may establish a Gift Review Committee responsible for

recommending whether or not NHA should accept proposed gifts. The

Committee shall consist of no less than three members from the Board of

Directors to include the Trustee liaison, as well as the NHA President as a non-

voting member, and the Executive Director as a non-voting member and

convener. The Chairperson shall have the authority to appoint other volunteers or

employees of NHA, on an ad hoc basis, who have special expertise that may be

needed in order to make a decision on a specific gift.

3. The Gift Review Committee may consider each gift according to its intended use,

restrictions, liabilities and financial impact on NHA, now and in the future. Only

gifts, bequests, devises, endowments, trusts and similar funds that are designated

for the use of NHA consistent with the stated goals and mission of NHA will be

considered for acceptance.

4. The Executive Director or gift solicitor will refer to the Gift Review Committee,

before acceptance, gifts that are given with unusual restrictions or designations,

have the potential of jeopardizing the tax-exempt status or violating NHA

policies, local, state or federal laws.

TYPES OF GIFTS

CASH

● NHA, regardless of amount, shall accept all gifts by cash, credit card, or check.

● Checks shall be made payable to NHA, unless otherwise specified. In no event

shall a check be made payable to an individual who represents NHA.

15

PUBLICLY TRADED SECURITIES

● NHA can accept readily marketable securities, such as those traded on a stock

exchange.

● Gift securities are likely to be sold immediately by NHA.

● For NHA’s gift crediting and accounting purposes, the value of the securities is

the average of the high and low on the date of the gift, in accordance with IRS

regulations. CLOSELY HELD SECURITIES

● Gifts of closely held corporate stock would be carried on the NHA books as $1 in

the absence of financial information that would enable determination of book

value.

● Such securities will be carried at book value until audited financial statements are

provided to NHA so that book value can be substantiated, or the donor provides a

qualified appraisal in compliance with IRS regulations.

● An appraisal of securities may be conducted under the direction of NHA to

determine both value and potential for sale.

● Gifts of securities that require a holding period will be accepted and sold when the

holding period has expired.

● Gifts of securities that will not be accepted include: securities that are assessable

or in any way could create a liability to NHA; securities that, by their nature, may

not be assigned (such as “S” corporation stock); securities that on investigation

have no apparent value. REAL ESTATE

● The Gifts Review Committee will review gifts of real estate.

● The donor is responsible for obtaining an appraisal of the property, unless

otherwise determined by NHA.

● A member of the Gifts Review Committee must conduct a visual inspection of

the property. If the property is located in a geographically distant area, a local

real estate broker may substitute for a member of the Committee in

conjunction with the visual inspection. NHA may also require an

environmental site assessment including Title V status for possible

contamination, (i.e., leaking underground storage tanks) or other restrictions

(i.e., wetlands).

● Due to the expenses associated with gifts of real estate, only gifts valued in

excess of $10,000 will be accepted.

● Prior to presentation to NHA, the donor must provide the following

documents: real estate deed; real estate tax bill; plot plan; substantiation of

zoning status; environmental site assessment.

● If the donor is giving a life estate gift, the donor may be asked to pay for all or

a portion of the following: maintenance cost; real estate taxes; insurance; real

estate broker’s commission and other costs of sale; appraisal costs.

● If the real estate is an outright gift, NHA will pay for these costs.

16

● For NHA’s gift crediting and accounting purposes, the value of the gift is the

appraised value of the real estate, excluding any costs to NHA for insurance,

real estate taxes, broker’s commission, or other expenses of the sale.

● Properties with mortgages will be considered on a case-by-case basis.

Consideration may include an independent appraisal and the mortgage

percentage of property value. Mortgaged property is not acceptable for

charitable remainder trusts.

LIFE INSURANCE

● NHA will accept gifts of life insurance policies only when NHA is named

as the owner and beneficiary of 100% of the policy.

● If the policy is paid-up, the value of the gift for NHA’s gift crediting and

accounting purposes is the policy’s replacement costs.

● If the policy is partially paid up, the value of the gift for NHA’s gift

crediting and accounting purposes is the policy’s cash surrender value. TANGIBLE PERSONAL PROPERTY

● Gifts of tangible personal property to NHA should have a use related to

NHA’s exempt purpose.

● Gifts of jewelry, artwork, collections, equipment, and software shall be

accepted with approval by NHA Executive Director. Other matters that

will be taken into consideration by NHA before deciding on acceptable

gifts of personal property include: transportation cost; storage cost; cost of

selling; cost of maintenance and repairs; location of property; cost of

insurance.

● Such gifts of tangible personal property defined above shall be used by or

sold for the benefit of NHA.

● NHA adheres to all IRS requirements for disposing gifts of tangible

personal property and filing appropriate forms.

PLANNED GIFTS AND MEMORIALS

● The staff and volunteers shall encourage assets transferred through

bequests that have immediate value to NHA, or that can be liquidated.

Gifts that appear to require more cost than benefit shall be discouraged or

rejected.

● NHA may accept and administer bequests and memorials designated for

specific purposes.

ADMINISTRATIVE ISSUES

● NHA and its staff shall not act as an executor (personal representative) for a

donor’s estate.

● NHA may act as co-trustee of a charitable trust when the trust names NHA as a

beneficiary of 50% or more of the trust.

● NHA will pay for the drafting of legal documents for a charitable remainder trust

of which NHA is named as a beneficiary of 50% or more of the trust. The

donor’s own counsel must review the documents at the donor’s cost.

17

● Terms and conditions must be agreed upon before an endowment is established;

therefore, contact with NHA’s Executive Director for appropriate documentation

is required.

● In accordance with NHA’s Investment Policy, a minimum contribution is required

to establish a named endowment.

● For restricted and endowed funds, if future circumstances change, or the donor

fails to fulfill his pledge obligation, or the purpose for which the fund is

established becomes illegal, impractical, or no longer meets the needs of NHA,

NHA may designate an alternative use in the spirit of the donor’s original intent

for the gift to further the objectives of NHA.

Handling of Whistle Blowers:

The board of directors approves the inclusion of the following statement in the Operations

Manual, and directs the Executive Director to ensure that it is given to and acknowledged by all

employees. In addition, the Executive Director will ensure that whistleblower protection

notification is posted in the workplace as required by state law.

Policy: If any employee reasonably believes that some policy, practice, or activity of the Naval

Helicopter Association is in violation of law, a written complaint may be filed by that employee

with the Chairman of the Board of Directors.

It is the intent of the Naval Helicopter Association to adhere to all laws and regulations that apply

to the organization’s goal of legal compliance. The support of all employees is necessary to

achieving compliance with various laws and regulations. An employee is protected from

retaliation only if the employee brings the alleged unlawful activity, policy, or practice to the

attention of the Chairman of the Board of Directors and provides him with a reasonable

opportunity to investigate and correct the alleged unlawful activity. The protection described

below is only available to employees that comply with this requirement.

The Naval Helicopter Association will not retaliate against an employee who, in good faith, has

made a protest or raised a complaint against some practice of the Naval Helicopter Association,

or of another individual or entity with whom the Naval Helicopter Association had a business

relationship, on the basis of a reasonable belief that the practice is in violation of law or a clear

mandate of public policy.

The Naval Helicopter Association will not retaliate against an employee who discloses or

threatens to disclose to a supervisor or a public body any activity, policy, or practice of the Naval

Helicopter Association that the employee reasonably believes is in violation of a law, or a rule, or

regulation mandated pursuant to law or is in violation of a clear mandate or public policy

concerning health, safety, welfare, or protection of the environment.

My signature below indicates my receipt and understanding of this Policy. I also verify that I

have been provided with an opportunity to ask questions about this policy.

Signature:_____________________________________________________Date:_____________

18

DOCUMENT RETENTION AND DESTRUCTION POLICY

NHA takes seriously its obligations to preserve information relating to litigation, audits,

and investigations. The information listed in the retention schedule below is intended as a

guideline and may not contain all the records of the Organization that may be required to

keep in the future. Questions regarding the retention of documents not listed in this chart

should be directed to the Executive Director.

Electronic documents will be retained as if they were paper documents. Therefore, any

electronic files that fall into one of the document types on the below schedule will be

maintained for the appropriate amount of time. If a user has sufficient reason to keep an

e-mail message, the message should be printed in hard copy and kept in the appropriate

file or moved to an “archive” computer file folder.

1. Backup and Recovery Methods. Will be tested. Currently accomplished by

Carbonite.

2. Emergency Planning. The Organization’s records will be stored in a safe, secure, and

accessible manner. Documents and financial files that are essential to keeping the

Organization operating in an emergency will be duplicated or backed up at least every

week and maintained off-site.

3. Document Destruction. The Executive Director is responsible for the ongoing process

of identifying its records, which have met the required retention period, and overseeing

their destruction. Destruction of financial and personnel-related documents will be

accomplished by shredding.

4. Compliance. Failure on the part of employees to follow this policy can result in

possible civil and criminal sanctions against the Organization and its employees and

possible disciplinary action against responsible individuals.

The following is a list of NHA documents and their recommended length of retention

before being destroyed. Documents may be saved for a longer period of time as required

and determined by the Executive Director.

ACCOUNTING RETENTION PERIOD

(YEARS)

Auditors Reports Indefinitely

Bank reconciliation 1 Year

Bank Statements and Deposit Slips 3 Years

Cash Books Indefinitely

Charts of Accounts Indefinitely

Checks-Canceled-Payroll-General 8 Years

Depreciation Schedules Indefinitely

Expense Reports 6 Years

Financial Statements-End of Year Indefinitely

Fixed Assets Detail Indefinitely

General Ledgers and Journals Indefinitely

Payroll-Time Sheets 3 Years

Subsidiary Ledgers (including Receivables/Payables) 6 Years

19

Trial Balances-Monthly 6 Years

Vouchers-for payment to vendor, employees, etc. 8 Years

CORPORATE RETENTION PERIOD (YEARS)

By-Laws, Articles of Incorporation, and Minute Books Indefinitely

Capital-Stock and Bond Records Indefinitely

Checks-Taxes, Property, Settlement of Contracts Indefinitely

Contracts and Agreements Still in Effect Indefinitely

Copyrights and Trademark Registrations Indefinitely

Deeds and Easements Indefinitely

Labor Contracts Indefinitely Financial Statements Indefinitely

Tax Returns Indefinitely

Mortgages, Notes, and Lease Expired 8 Years

Patents Indefinitely

Proxies Indefinitely

CORRESPONDENCE

General 2 Years

Legal and Tax Indefinitely

License, Traffic and Purchase 6 Years

Production 8 Years

INSURANCE

Accident Reports 6 Years

Claims-After Settlement 10 Years

Fire Inspection Reports 6 Years

Group Disability Reports 8 Years

Policies-All Types-Expired 4 Years

Safety Reports 8 Years

PERSONNEL

Contracts-Expired 6 Years

Daily Time Reports 6 Years

Disability and Sick Benefit Records 6 Years

Employment Applications 3 Years

Personnel Files-Terminated 6 Years

Withholding Tax Statements 6 Years

PURCHASING AND SALES

Purchase Orders 3 Years

Requisitions 3 Years

Sales Contracts 3 Years

Sales Invoices 3 Years

20

Warning: All permitted document destruction shall be halted if the organization is being

investigated or audited by a governmental law enforcement agency, and routine

destruction shall not be resumed without written approval of legal counsel or the

Chairman.

Conflict of Interest Policy

Members of a Committee with Board Delegated Powers

1. This policy is based on the IRS model Conflict of Interest Policy, which is an

attachment to Form 1023. It adds information needed to allow the Naval Helicopter

Association to assess director independence in order to answer questions on Form 990.

Article I -- Purpose

1. The purpose of this Board conflict of interest policy is to protect the Naval Helicopter

Association’s interests when it is contemplating entering into a transaction or

arrangement that might benefit the private interests of an officer or director of the Naval

Helicopter Association or might result in a possible excess benefit transaction.

2. This policy is intended to supplement, but not replace, any applicable state and federal

laws governing conflicts of interest applicable to nonprofit and charitable organizations.

3. This policy is also intended to identify “independent” directors.

Article II -- Definitions

1. Interested Person -- Any director, principal officer, or member of a committee with

governing board delegated powers, who has a direct or indirect financial interest, as

defined below, is an interested person.

2. Financial Interest -- A person has a financial interest if the person has, directly or

indirectly, through business, investment, or family:

a. An ownership or investment interest in any entity with which the Naval

Helicopter Association has a transaction or arrangement,

b. A compensation arrangement with the Naval Helicopter Association or with

any entity or individual with which the Naval Helicopter Association has a transaction or

arrangement, or

c. A potential ownership or investment interest in, or compensation arrangement

with, any entity or individual with which the Naval Helicopter Association is negotiating

a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are

not insubstantial. A financial interest is not necessarily a conflict of interest.

21

Directors

Annual Conflict of Interest Statement

1. Name:_________________________________________________

Date:_____________________

2. Position

Are you a voting Director? Yes No

3. I affirm the following:

I have received a copy of the NHA Conflict of Interest Policy. ____ (initial)

I have read and understand the policy. ____ (initial)

I agree to comply with the policy. ____ (initial)

I understand that NHA is a non-profit and in order to maintain its federal tax exemption it

must engage primarily in activities which accomplish one or more of tax exempt

purposes. ____ (initial)

4. Disclosures:

a. Do you have a financial interest (current or potential), including a compensation

arrangement, as defined in the Conflict of Interest Policy with NHA? Yes No

i. If yes, please describe

it:______________________________________________

ii. If yes, has the financial interest been disclosed, as provided in the Conflict of

Interest policy? Yes No

b. In the past, have you had a financial interest, including a compensation arrangement,

as defined in the Conflict of Interest Policy with NHA? Yes No

i. If yes, please describe it, including when (approximately)

ii. If yes, has the financial interest been disclosed, as provided in the Conflict of

Interest Policy? Yes No

Signature of Director:____________________________________________

Date:__________________

Date of review by Executive Director:___________________________

Naval Helicopter Association, Inc. Post Office Box 180578

Coronado CA 92178-0578

(619) 435-7139

Website: www.navalhelicopterassn.org

22

Articles of Incorporation

23

24

25

26