Revised September 17, 2021

CONSTITUTION
OF

THE 44TH ENGINEER BATTALION
ASSOCIATION

The Name of the Organization shall be the 44th Engineer Battalion Association,
a non-profit organization, hereafter referred to as the Association. The Association is
incorporated under the Laws of the State of Massachusetts and this Constitution. 

The purposes and objectives of this Association are Fraternal, Patriotic, Historical and
Educational, to unite the fraternity of all persons who are now or have been assigned or
attached to the 44th Engineer Battalion, United States Army, also known as the
Broken Heart Engineer Battalion, to perpetuate the Association's tradition, to
commemorate fittingly the memory of the Battalion troops who have given or shall give
their lives in the defense of the United States of America, to encourage every member of
the Association toward closer personal relationships and a friendly spirit of mutual
cooperation, and to forward and promote the general welfare of all members and to
improve by all lawful means their status and conditions.

The Association was formally founded at Gatlinburg, Tennessee, on August 10, 1989. A
total of eighteen (18) charter members were present with seven (7) women representing
the Women's Auxiliary. 

BY -LAWS 

ARTICLE I - MEMBERSHIP 

a. Any individual who served in the 44th Engineer Battalion or in any unit of the Armed
Forces of the United States of America attached thereto is eligible for membership in
the Association upon payment of annual dues. The amount of these dues shall be
fixed by the general membership at any annual meeting. 

b. Associate memberships may be authorized by a vote of an executive committee
composed of the President, First (1st) Vice President and Treasurer. A candidate for
such membership must have a regular member as a sponsor, except in the case of an
Association widow who desires to become an Associate. A widow candidate need
not be voted upon nor have a sponsor. Dues shall be same as for a regular member. 

c. A Ladies Auxiliary maybe formed by whose members may include wives, widows,
mothers, daughters, step-daughters and daughters-in-law of those eligible for
membership in the Association. 

ARTICLE II - BOARD OF DIRECTORS 

a. The Board of Directors shall consist of the President, Treasurer and the three (3)
                                                      immediate past Presidents. If there are not three (3) available past Presidents, membership                                                  may vote for candidates wishing to fill vacancy(s). See Article XII (c)   

ARTICLE III - OFFICERS 

a. The Officers of the Association shall be a President, First Vice President, Second
Vice President, Adjutant, Treasurer, Historian, Chaplain, Editor and such other
officers as may be required for the activities of the Association. Any two or more
offices except those of President and First (1st) Vice President and Second (2nd) Vice
President, Treasurer may be held by the same person. 

b. The President, Vice Presidents and Treasurer shall be elected by the Association
members at their annual Reunion meeting. All others shall be appointed by the
President. All officers shall serve for a term of two (2) years or until their successors
are appointed. 

ARTICLE IV - PRESIDENT 

a. The President shall preside at all meetings of the members of the Association and of the  Board of Directors he shall endeavor to the greatest extent reasonably possible to keep all Board members informed by letter, to include electronic methods, i.e. email or conference calls, of all activities of the Association of major importance and of all important developments coming to his attention which effect the Association or its operations. He shall perform such other duties as usually pertain to the office or which may be assigned to him/her by the Board.

ARTICLE V - VICE PRESIDENT

a. There shall be a First (1st) and Second (2nd) Vice President. 

b. The ranking Vice President shall be vested with all the powers and shall perform all
the duties of the President in the event of his absence or disability. He shall perform
such other duties as usually pertain to the office or which may be assigned to him by
the Board. 

ARTICLE VI - ADJUTANT 

a. The Adjutant shall record the minutes of all meetings of the Association and of the
Board and shall keep such records in a book to be provided by the Association for
such purposes. He shall have custody of the by-laws. 

b. The Adjutant shall maintain the membership roster showing the name and unit of the
Battalion, or unit attached to the Battalion in which the members served and his/her
address. 

c. The Adjutant shall include in the membership roster the names and address of
Honorary, Auxiliary and Associate members with, in the case of any Auxiliary and
Associate memberships, a notation of the name and unit of the individual from who
the membership is derived. 

d. The Adjutant shall make an annual report of the membership at the annual meeting of
the Association. 

e. The Adjutant shall perform such other duties as usually pertain to the office or which
may be assigned to him by the board. 

f. The Adjutant shall assign to each new member a membership number and issue a
membership card to be mailed to each new member who has applied for membership
with a yearly donation duly paid to the Treasurer of the Association. 

ARTICLE VII - TREASURER 

a. The Treasurer shall be charged with the collection and the custody of the funds and
other property of the Association. He shall keep or cause to be kept full and accurate
accounts of all receipts and reimbursements and shall deposit all moneys and other
valuable effects in the name of to the credit of the Association in such depository or
depositories as may be designated by the Board. He shall be charged with the
disbursement of funds of the Association, contributions to, income of and
disbursements from the Memorial Fund shall be recorded in an account separate from
the general and other accounts of the Association. He shall render full written reports
at the annual meetings of the Association of his transactions as treasurer and of the 

   financial condition of the Association and in addition, at the request of the Board, he
shall render interim reports for the use of the Board. The Treasurer shall perform
such other duties as usually pertain to the office or which may be assigned to him by
the Board. 

b. Any new or unusual expenditures must be approved by a majority of the Board of
Directors, upon being polled by the Adjutant at the direction of the President. 

c. If required by the Board, the treasurer shall give to the Association a bond of a sum to
be determined by the Board, conditioned upon the faithful performance of his duties
and for the restoration to the Association in case of his death, resignation, retirement,
or removal from office of all books, papers, vouchers or other property of any kind
whatsoever in his possession or under his control and belonging to the Association,
the premium on said bond to be paid by the Association. 

ARTICLE VIII - HISTORIAN 

a. The Historian shall be the official custodian for the Association of all papers,
publications, memorabilia and similar items pertaining to the 44th Engineer Battalion
and Association. He shall maintain a file of the photographs, drawings,
transparencies, film and the like possible shall provide identification thereof. To the
extent that storage of items in his custody may be required, the Historian shall arrange
for proper storage at the expense of the Association. No property of the Association
in the custody of the Historian shall be disposed of in any manner except with the
consent of the Board or of the Association. 

ARTICLE IX - CHAPLAIN 

a. The Chaplain, in co-operation with the Reunion Committee shall arrange the
memorial service held annually in conjunction with the annual meeting. He shall
perform such other duties that usually pertain to the office or which may be assigned
to him by the Board. The Chaplain may be either a clerical or a lay member of the
Association. 

ARTICLE X - NEWSLETTER 

a. The newsletter of the Association shall insofar as practicable be issued four (4)
times a year. Each member of the Association shall receive the newsletter as part of
the annual dues. 

b. Notices of the Annual Meeting of the Association and of regular meetings of the
Board shall be published in the appropriate issue. 

c. The editor shall be responsible for the preparation of the Newsletter, and shall arrange
for the publication and distribution thereof. 

d. The editor shall be appointed by the President. 

ARTICLE XI - MEMORIALS 

a. Memorial Projects established or approved from time to time by the Association shall
be under the supervision of the Memorial Committee. The committee shall consist of
three members. 

b. The Memorials Chairman shall be appointed by the President. Two Memorials
Committee members shall be appointed by the Committee Chairman. 

c. Reports of the committee's work shall be made to the President not less than semi-
annually. 

ARTICLE XII - COMMITTEES 

a. Unless otherwise ordered by the members of the Association or by the Board, or
mandated by these by-laws, the President shall appoint all regular and special
committees. 

b. There shall be a Reunion Committee whose duties are set out in Article XIII-c of
these by-laws. 

c. There shall be a Nominating Committee consisting of not less than three (3) members
of the Association which shall prepare a slate of nominees for the Board of Directors
to be presented at the Annual Meeting of the members of the Association. The
number of nominees shall be equal to the number of Board vacancies occurring at
said Annual Meeting. 

d. There shall be a Resolutions Committee consisting of not less than three (3) members
of the Association which shall present appropriate resolutions at the closing banquet
of the annual reunion. 

e. Other committees appropriate or desirable for the activities of the Association shall be
appointed from time to time.

ARTICLE XIII - MEETING, QUORUM & VOTING 

a. Annual and Special meeting of members 

1. The annual meetings shall be held during the Summer or Fall months or at
such other times as may be determined by the Board of Members of the
Association in conjunction with the annual reunion. Provided, however, that
if such reunion be held outside the United States of America, the annual
meeting shall be held separately at such time and such place in the United
States of America as determined by the Board. 

2. Special meetings may be called by the Board. 

3. Twenty-five (25) members or ten (10) percent of the membership,
whichever is less, present in person or by proxy shall consist a quorum. 

   4. Each member whose dues are not in arrears shall be entitled to vote at any
meeting. Voting may be by proxy. 

5. Honorary and Associate members may be given the privilege of the floor but
shall have no vote. 

b. Meetings of Board of Directors 

1. Regular meetings shall be held immediately prior to and immediately
following the annual meeting of the members. 

2. Special meetings may be called by the President or by any three (3) members
of the Board. 

3. A majority of the Board shall constitute a quorum. 

4. Meetings, regular or special, may be held at any place to include electronically held via conference or video call.

c. Reunions 

1. An annual reunion shall be held during the Summer or Fall months or at other
such time as may be determined by the Board or members of the Association
in a community selected by the general membership at a previous annual
meeting. 

2. The Reunion Committee shall select the location within the community and
the date and shall arrange the general program for the reunion in consultation
with the President. Arrangements pertaining to the memorial service shall be
made in conjunction with the Chaplain. 

3. The Reunion fee and the items to be included therein shall be determined by
the Reunion Committee. 

ARTICLE XIV - SIGNATURE AUTHORITY 

a. Deeds, assignments and all other instruments conveying and transferring real or
personal property owned by the President or Vice President and attested by the
Adjutant or Treasurer. 

b. Checks and drafts drawn by or on behalf of the Association against any funds on
deposit in the name of the Association or against any other property owned by or due
to the Association shall be signed by the Treasurer. In the absence of either or both
the Treasurer and President, First or Second Vice Presidents may sign. 

c. The Reunion Committee or the Reunion Chairman may establish such temporary
bank accounts as may be required to facilitate the financing of a reunion and provide
for the disbursement of funds for such purposes from such accounts. 

d. Any check exceeding the amount of two (2) thousand dollars must be countersigned
by an authorized representative of the Association. 

ARTICLE XV - CHAPTERS 

a. Members of the Association who wish to form a Chapter must request Chapter
Authorization in writing from the Board of Directors and-or the President of the
Association. 

b. All members who participate in Chapter activities must be members in good standing
of the Association. Members in good standing are defined as members who have paid
their annual dues at the annual reunion or within Ninety (90) days thereafter. 

ARTICLE XVI - AMENDMENTS 

  a. These by-laws may be amended. 

 1. At any meeting of the Board of Directors by the affirmative vote of not less
than a majority of all directors then in office and such amendment shall remain
in effect unless altered or repealed at the next succeeding meeting of the
members of the Association; or 

2. At a meeting of the members of the Association by the affirmative vote of
two-thirds (2/3) of those present in person or by proxy.