To enhance and accredit the cohesiveness, esprit de corps, and traditions of valor of the Troopers who served with A Troop, 2^nd Squadron/17^th Cavalry and its attached units. To seek out, using whatever means available, individuals who served with A Troop, 2^nd Squadron/17^th Cavalry and its attached units and inform them of the existence of the Alpha Troop Association, Inc. hereinafter referred to as the Association . To ensure the cohesiveness, esprit de corps, and traditions of valor of the Association, neither the Association, nor any member acting on behalf of the Association, shall endorse any political candidate, or political legislative agenda.

Section 2: By-Laws

These By-Laws are intended to guide the Association membership and to facilitate the ordered conduct of Association business for the good of the Association in general and of the individual members specifically. These By-Laws are not intended to restrain the Association from evolving and growing into whatever social organization the members desire it to be, nor to assume an importance of higher stature than the expressed desires of the membership.

ARTICLE II - Offices

Section1: Principal Office

The principal office of the Association in the State of Texas shall be located at 2010 Thousand Oaks Drive #284, San Antonio, Texas 78232. The Association may have such other offices, either within or without the State of Texas, as the Board of Directors may determine or as the affairs of the Association may require from time to time. The Board of Directors may change the principal office from time to time.

Section 2: Registered Office & Agent

The Association shall have and continuously maintain in the State of Texas a registered office and a registered agent whose office is identical with such registered office as required by the Texas Non-Profit Corporation Act. The registered office may be, but does not need to be, identical with the principal office and the address of the principal office in the State of Texas. The Board of Directors may change the registered office from time to time.

ARTICLE III - Members

Section 1: Member Qualifications

The Association shall be an organization comprised of Troopers who are serving with, or who have served with A Troop, 2^nd Squadron/17^th Cavalry, and/or those military personnel who are serving with or have served with a unit attached to A Troop, 2^nd Squadron/17^th Cavalry, such as the 332^nd Transportation Detachment.

Section 2: Classes of Membership

There shall be three classes of membership—Active Duty, General and Honorary. The membership classes are defined as follows:

A. Active Duty Member

An Active Duty Membership is conferred upon any Trooper on active duty serving with A Troop, 2^nd Squadron/17^th Cavalry and/or any military personnel on active duty serving with a unit attached to A Troop, 2^nd Squadron/17^th Cavalry. Upon reassignment out of A Troop, 2^nd Squadron/17^th Cavalry or discharged from active duty an Active Duty Membership shall be automatically converted to a General Membership.

B. General Membership

General Membership is conferred upon any Trooper who served with A Troop, 2^nd Squadron/17^th Cavalry and/or any military personnel who served with a unit attached to A Troop, 2^nd Squadron/17^th Cavalry, such as the 332^nd Transportation Detachment.

C. Honorary Membership

Honorary Memberships may be granted to those persons who have had a significant impact upon the operations of A Troop, 2^nd Squadron/17^th Cavalry or on the operations of the Alpha Troop Alumni Association. The Board of Directors shall approve honorary memberships.

Section 3: Member’s Behavior

No Member who otherwise meets the criteria for Membership may be expelled from the Association. However, if the Board of Directors determines that a Member’s behavior is contrary to the best interest of the Association, the board may expel that Member from any official activities of the Association and remove his voting rights until such time as the board deems it fit to restore these privileges of membership.

Section 4: Voting Rights

Each Member who is current with their annual dues, and who has not been expelled by the Board of Directors in accordance with Section 3 of these By-Laws, shall be considered “a member in good standing” and shall be entitled to one vote on each matter submitted to a vote of the Members.

Section 5: Transfer of Membership

Membership in the Association is not transferable or assignable.

Section 6: Membership Annual Dues

The Board of Directors shall establish the amount of the annual dues the members shall pay individually to the Association. For the purposes of this Section, “annual” means calendar year. Association members shall deliver to the Association’s Treasurer the prescribed annual dues no later than the last day of February for the current calendar year, in order to be considered a member in good standing (as discussed in Section 4 Voting Rights). Members who have never been a “dues paid member” may become a “member in good standing” by paying the prescribed annual dues at any time during the calendar year.

ARTICLE IV - Meetings of Members

Section 1: Membership Business Meeting

A periodic membership business meeting shall be held on a date and time as designated by the Board of Directors, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. On those years when the Association is having its annual reunion, the periodic membership business meeting place shall coincide with the location of the reunion, and the meeting shall be at a time specified by the Directors during the reunion.

Section 2: Special Meetings

The President of the Association, the Board of Directors, or not less than one-fifth of the members having voting rights may call special meetings of the members.

Section 3: Place of Meetings

The Board of Directors may designate any place, either within or without the State of Texas, as the place of meeting or may coordinate a virtual meeting (video or teleconference) for any Membership Business Meeting or for any Special Meeting called by the Board of Directors. If no designation is made or if a Special Meeting be otherwise called, the place of meeting shall be the registered office of the Association in the State of Texas.

If all of the members with voting rights shall meet at any time and place and consent to the holding of an Association Business or Special Meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

Section 4: Notice of Meetings

A meeting notice stating the place, day and hour of any meeting of members shall be delivered, either in person, by phone conversation, by email, or by mail, to each member entitled to vote at such meeting, not less than ten nor more than fifty days before the date of such meeting, by or at the direction of the President, or the Secretary, or the Chairman of the Board of Directors, or persons calling the meeting. In case of a Special Meeting (see Article IV Section 2) or when required by statute or by these by-laws, the purpose for which the meeting is called shall be stated in the notice. If emailed, the notice of a meeting shall be deemed delivered when addressed to the member at the email address appearing in the records of the Association, and sent through a known serviceable internet service provider without subsequent notice of failure to deliver. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail and addressed to the member at his address as it appears on the records of the Association, the postage thereon prepaid.

Section 5: Informal Action by Members

Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.

Section 6: Quorum

If the members with voting rights at any meeting constitute 3% of the total Association membership with voting rights on that date, a quorum shall be considered constituted and present. If a quorum is not present at any meeting of members, a majority of the members present may adjourn the meeting from time to time without further notice.

Section 7: Proxies

At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven months from the date of execution, unless otherwise provided in the proxy.

Section 8: Manner of Acting

A simple majority of the votes entitled to be cast on a matter by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of the matter, unless a greater proportion is required by law or by these by-laws.

Section 9: Voting by Mail

Where Directors are to be elected by members with voting rights, such election may be conducted by mail in such manner as the Board of Directors shall determine. Refer to Appendix 1, GUIDELINE MAIL-IN VOTING PROCESS, for a recommended template/process for mail-in voting for Directors and for By-Law Revision / Replacement.

ARTICLE V - Board of Directors

Section 1: General Powers

The affairs of the Association shall be managed by its Board of Directors in concert with the Association officers (see Article VI). Directors need not be residents of the State of Texas.

Section 2: Number

The Board of Directors shall consist of three Directors elected by the Association membership having voting rights (see Article III Section 4).

Section 3: Qualifications

Each Director shall meet the qualifications for membership in the Association as outlined in Article III.

Section 4: Term

1. Directors are elected for a term of 6 years, staggered at two year intervals.

2. Each Director may serve successive terms, if so elected by the members.

Section 5: Vacancy

In the event that a vacancy occurs on the board of directors, the membership shall elect a replacement to serve out the remainder of the term of the vacated position, through the mail-in ballot process described at APPENDIX 1 or at the next membership business meeting.

Section 6: Selection of Chairman, 1^st Vice Chairman, and 2^nd Vice Chairman

The first order of business of the Board of Directors following any election will be to select a chairman, 1st vice chairman, and 2nd vice chairman from among the elected Directors.

Section 7: Regular Meetings

A meeting of the Board of Directors shall be held without other notice than this by-law, at the same place and during the same dates as, the Periodic Membership Business meeting. The Board of Directors may provide by resolution the date, time and place, either within or without the State of Texas, for the holding of additional regular meetings of the Board without other notice than such resolution. For the purposes of convenience, the Chairman of the Board of Directors may conduct the meeting as a telephonic meeting.

Section 8: Special Meetings

Special meetings of the Board of Directors may be called by or at the request of the President of the Association or any two Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Texas, as the place for holding any special meeting of the Board called by them. For the purposes of convenience, the meeting may be telephonic at the sole discretion of the person calling the Special Meeting.

Section 9: Notice

Notice of any special meeting of the Board of Directors shall be given at least ten (10) days previous to the meeting date by written notice, delivered personally or sent by email or mail or telegram to each Director at his address as shown by the records of the Association. If emailed, the notice of a meeting shall be deemed delivered when addressed to the member at the email address appearing in the records of the Association, and sent through a known serviceable internet service provider without subsequent notice of failure to deliver. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, the postage thereon prepaid. Any Director may waive this requirement for notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.

Section 10: Quorum

A majority (2) of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority (1) of the Directors present may adjourn the meeting without further notice.

Section 11: Manner of Acting

The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.

Section 12: Vacancies

Any vacancy occurring in the Board of Directors, and any Directorship to be filled by reason of an increase in the number of Directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A Director elected to fill a vacancy shall be elected for the un-expired term of his predecessor in office.

Section 13: Compensation

Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors they may receive reimbursement for documented expenses incurred by required attendance, if any, at any regular or special meeting of the Board. This Section does not preclude any Director from serving the Association in any other capacity.

Section 14: Informal Action by Directors

Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

Section 15: Insurance

The Board of Directors and Officers of the Association shall be insured by the Association through an appropriate insurance policy covering, as a minimum, the decisions and actions taken by the Board of Directors and/or Officers on behalf of the Association. The Association shall incur the cost of such policy(s).

ARTICLE VI - Officers

Section 1: Officers

The officers of the Association shall be a President, one Vice President, a Secretary, a Treasurer elected in accordance with the provisions of this Article. Such officers have the authority to perform the duties prescribed in these By-Laws and by the Board of Directors. The same person, except for the office of President, may hold two or more offices.

Section 2: Election and Term of Office

The Board of Directors at a meeting of the Board of Directors, and/or in conjunction with a Periodic Membership Business Meeting shall elect the officers of the Association. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be done. New offices may be created and filled at any meeting of the Board of Directors. Each officer shall hold office until his successor shall have been duly elected and shall have qualified to the agreement of the Board of Directors. Officers shall serve for a two year term.

Section 3: Removal

Any officer elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 4: Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled within 60 calendar days by the Board of Directors for the un-expired portion of the term.

Section 4: President

The President of the Association shall be the principal executive officer of the Association and shall supervise and control all of the business and affairs of the Association. He or she shall preside at all meetings of the members and of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the Association, authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Association. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

Section 6: Vice President

In the absence of the President or in the event of his or her inability or refusal to act, the Vice President of the Association shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time as may be assigned to him or her by the President or by the Board of Directors.

Section 7: Treasurer

If required by the Board of Directors, the Treasurer of the Association shall give a bond for the faithful discharge of his or her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VIII of these by-laws; and in general perform all the duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 8: Secretary

The Secretary of the Association shall keep the minutes of the meetings of the members and of the Board of Directors in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be custodian of the Association records; keep a register of the post office address of each member which shall be furnished to the Secretary by such member or by the Association Data Base Manager; and in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Section 9: Assistant Treasurers and Assistant Secretaries

If required by the Board of Directors, the Assistant Treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the President or the Board of Directors.

ARTICLE VII - Contracts, Checks, Deposits, and Funds

Section 1: Contracts

The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.

Section 2: Checks, Drafts, etc.

All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or an Assistant Treasurer and countersigned by the President or Vice President of the Association.

Section 3: Deposits

The Treasurer shall deposit all funds of the Association from time to time to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

Section 4: Gifts

The Board of Directors, and Association Officers, may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.

ARTICLE VIII - Books and Records

The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep a record giving the names and addresses of the members entitled to vote. Any member, or his agent or attorney may inspect all books and records of the Association, for any proper purpose at any reasonable time, given a 30 calendar day notice to the Chairman of the Board requesting such access.

ARTICLE IX – Tax Exemption

The Association shall endeavor to maintain a tax exemption status with the Department of the Treasury’s Internal Revenue Service by meeting the current requirements defined in the Internal Revenue Code.

ARTICLE X - Fiscal Year

The fiscal year of the Association shall begin on January 1 and end on December 31 in each year.

ARTICLE XI – Revision or Repeal of By-laws

Voting in Person Process: At any regular meeting or at any special meeting, these By-Laws may be revised, or repealed and new By-Laws may be adopted, by a simple majority of the votes cast from those members eligible to vote. Written notice must be given to the Association membership of the intention to revise or repeal the By-Laws at the regular or special meeting at least sixty (60) days before the meeting is convened.

Voting by Mail Process: By means of a mail-in vote, these By-Laws may be revised, or repealed and new By-Laws may be adopted, by a simple majority of the votes cast from those members eligible to vote. Written notice must be given to the Association membership of the intention to revise, or repeal the By-Laws and adopt replacement By-Laws, by mail-in vote at least sixty (60) days before the votes are due. For the purpose of a mail vote, the proposed revisions, or proposed new By-Laws if the current By-Laws are to be repealed, must be delivered in their entirety by mail to all members having voting rights no less than sixty (60) days before votes are due to be counted. The notice of intent can accompany the copy of the revised or new By-Laws. Written votes shall be cast by mail and delivered to the Secretary of the Association no later than the date and time prescribed in the notice of intended By-Law revision or repeal.

As a guide, APPENDIX 1 to these By-Laws offers a mail-in voting process that the Association can use for any mail in event, whether for Director, By-Law Revision, or other Association business requiring a membership vote.

Combination Voting Process: The Association may use a voting process that includes both “in person” and “by mail” voting if the Board of Directors determines such process to be advantageous.

ARTICLE XII - Miscellaneous

Section 1: Informal Action

Any action required to be taken or which may be taken at a meeting of the members, directors or members of a Board of Directors' committee, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members, directors, or members of a Board of Directors' committee, as the case may be, entitled to vote with respect to the subject matter thereof.

An electronic transmission by a member, director or member of a Board of Directors' committee consenting to an action to be taken and transmitted by a member, director or member of a Board of Directors' committee is considered written, signed, and dated for the purposes of this article if the transmission sets forth or is delivered with information from which the Association can determine that the transmission was transmitted by the member, director or member of a Board of Directors' committee and the date on which the member, director or member of a Board of Directors' committee transmitted the transmission. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State.

Section 2: Waiver Of Notice

Whenever any notice is required to be given to any member or director of the Association under the provisions of the Texas Business Association Act or under the provisions of the Articles of In Association or these Bylaws, a waiver thereof in writing signed by the person or persons entitled to such notice, or a waiver by electronic transmission by the person entitled to notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 3: Use Of Electronic Transmission

The Association is authorized to use "electronic transmissions" as defined in the Texas Business Association Act to the full extent allowed by said Act, including, but not limited to the purposes of notices, proxies, waivers, resignations and any other purpose for which electronic transmissions are permitted.

"Electronic transmission" means a form of communication that: (a) does not directly involve the physical transmission of paper; (b) creates a record that may be retained, retrieved, and reviewed by the recipient; and (c) may be directly reproduced in paper form by the recipient through an automated process.

Section 4: Meetings By Telephone Conference Or Other Remote Communications Technology

Subject to the provisions for notice required by these Bylaws and the Texas Business Corporation Act for notice of meetings, directors and members may participate in and hold a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Another suitable electronic communications system may be used including videoconferencing technology or the Internet, but only if, each director or member entitled to participate in the meeting consents to the meeting being held by means of that system and the system provides access to the meeting in a manner or using a method by which each director and member participating in the meeting can communicate concurrently with each other participant. Participation in such meeting shall constitute attendance and presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Section 5: Seal

The Association may adopt a corporate seal in such form as the Board of Directors may determine. The Association shall not be required to use the corporate seal and the lack of the corporate seal shall not affect an otherwise valid contract or other instrument executed by the Association.

ARTICLE XIII - Adoption of By-laws

The foregoing By-laws of this Association are hereby adopted by the undersigned, being all the Directors of such Association named in the Articles of Incorporation on July 30, 2003.

Nathan K. Reed

3790 24^th Avenue

Marion, Iowa 52302

Ronald H. Morse

15077 Saddle Creek Drive

Valley Center, California 92082

Michael J. Ryan

111 Hardeman Street

Copperas Cove, Texas 76522

APPENDIX 1 to Alpha Troop Association, Inc. By-Laws

GUIDELINE MAIL-IN VOTING PROCESS

DIRECTOR

1. MMDDYY: Announcement to the Association membership (for whom we have mailing addresses) that nominations are open for the position of Director. Those who wish to be considered be the membership for the position of Director must self-nominate (to ensure that the person is willing to serve as Director; no drafting of candidates).

2. MMDDYY: Nomination period open. Candidate names submitted in writing to:

Address of Receiving Director or Officer.

Preferably, the Secretary should receive nominations.

3. MMDDYY: Nominations closed. All nominations must be postmarked NLT MMDDYY.

4. MMDDYY: Director or Officer who received nominations at step 2 reports nomination process results (candidates’ names) to BoD and Officers. Preferably the Secretary receives the nominations and reports the results.

5. MMDDYY: BoD confirms candidates’ eligibility IAW By-Laws Article III, Section 3.

6. MMDDYY: Mail registered voting ballots with all confirmed candidates to Association members who have paid dues in full for the applicable year.

7. MMDDYY: Voting period open.

8. MMDDYY: Voting closed. All valid votes must be postmarked NLT MMDDYY.

9. MMDDYY: Votes tallied, verified against Treasurer’s record of current dues paid members, and certified by Secretary.

10. MMDDYY: Voting results reported to BoD and Officers. Simple majority of certified votes wins the position of Director.

11. MMDDYY: Current Chairman of the Board notifies new Director and confirms willingness to serve and acceptance of position.

12. MMDDYY: Chairman advises Web Master to place the elected Director’s name on the Association website.

GUIDELINE MAIL-IN VOTING PROCESS – BY-LAW REVISION

1. MMDDYY: Mail By-Law Revision/Replacement Advisory Notice & Copy of Revised / New By-Laws to Membership (Preferably, mail to all members with current addresses and not just to those who are dues-current. Voting is limited to dues-current but comments and recommendations can be from total membership. May encourage dues payment and involvement in Association activities)

2. MMDDYY: Place Revised / New By-Laws on website in Private Area

3. MMDDYY: Answer Membership Questions & Collect Membership Recommendations (Total membership questions & recommendations, preferred.)

4. MMDDYY: Consolidate Membership Recommendations into Revision / New By-Laws, Version 2

5. MMDDYY: If revision / replacement is to be in conjunction with a Reunion Business Meeting: conduct open discussion of By-Law Revisions among Reunion Attendees at the Business Meeting

6. MMDDYY: If revision / replacement is in conjunction with Reunion Business Meeting, Incorporate Business Meeting Recommendations into Revision / New By- Laws, Version 3 and post to website Private Area

7. MMDDYY: Mail Revision / New By-Laws, Version 3 with YES/NO Voting Ballot to Dues-Current Members

8. MMDDYY: Voting Period Open for period required by By-Laws (Votes Mailed to Secretary)

9. MMDDYY: Voting Period Closed (All Valid Ballots must be post marked on or before MMDDYY)

10. MMDDYY: Association Secretary tallies ballots and notifies BoD and Officers of voting results.

11. MMDDYY: Voting Results Posted on Website in Private Area