March 21, 2005 Revision 

 Preamble

In 2001, Kern County was awarded grant funds from the California Technology, Trade and Commerce Agency to prepare an action plan designed to preserve and protect the missions of Edwards Air Force Base and the Air Force Flight Test Center. Additional grant funds were awarded to Kern County in 2002.

Under State law, Kern County has been recognized as the "single local retention entity" for the Edwards Air Force Base and the Air Force Flight Test Center and will continue to serve in that capacity.

One component of the scope of work in the County/State grant agreement required formation of the Edwards Community Alliance. This group is composed of representatives from communities, organizations, and other individuals who have a stake in preserving and protecting Edwards Air Force Base and the Air Force Flight Test Center. These Articles of Association provide the formal structure and guidelines under which ECA shall operate.

1.     Purpose

A.    The purpose of the Edwards Community Alliance ("ECA") is to support the continued viability of Edwards Air Force Base and the Air Force Flight Test Center by: 1) communicating with education officials, community organizations, and elected and Department of Defense officials; and 2) by promotion of Edwards Air Force Base and the Antelope Valley Region as a premier location for continued pursuit of military, defense, and commercial aerospace enterprises.

B.    Specifically, ECA will endeavor to:

1)    Preserve and enhance the unique value of Edwards Air Force Base and the Air Force Flight Test Center to the United States Air Force, the Department of Defense, NASA, and the commercial aircraft industry.

2)    Protect the Edwards Air Force Base, the Air Force Flight Test Center and the R‑2508 Airspace from encroachment from all sources.

3)    Collaborate with the Edwards military and civilian commands to leverage existing base capabilities and technologies to meet the requirements of DoD Vision 2010 and Vision 2020.

4)    Work cooperatively with the military commands to:

ù        strengthen existing military and community partnerships formed to attract new, compatible military missions to the base;

ù        encourage technology based industries to use existing underutilized military base capabilities and resources;

ù        outsource appropriately selected functions;

ù        develop cooperative ventures;

ù        meet mission requirements more efficiently; and

ù        establish student mentoring, internships, and cooperative education programs to help reduce engineering shortfall.

 5)    Work with appropriate congressional representatives and federal officials to bring more military facilities and personnel to Edwards to expand and enhance existing capabilities and missions of the Base and Flight Test Center and its tenants.

 2.     Organization

 A.    ECA will function under the oversight and control of the County of Kern ("the County"), as the Single Local Base Retention Entity for Edwards Air Force Base. The County will provide this oversight and control through its Community Development Department.

 3.     Members

 A.    The membership of ECA shall be composed of a minimum of sixteen (16) members, with two (2) representatives each from California City, Lancaster, Tehachapi, and the communities of Boron, Mojave, and Rosamond, and two (2) representatives each for the County of Kern and the County of Los Angeles.

 B.    The members may elect additional members by a majority vote of the members present and voting. Additional members of ECA should come from organizations interested in supporting the goals of ECA including, but not limited to, local city, community, military, businesses or the public at large in Kern and Los Angeles Counties.

 4.     Sponsors

 A.    Sponsors are individuals, businesses, corporations and other entities that provide voluntary financial support to ECA. Sponsor membership and contribution levels will be determined by the Board of Directors.

5.     Board of Directors

 A.    The business of ECA shall be governed and managed by a Board of Directors. The Board of Directors shall consist of sixteen (16) members, with two (2) representatives each from California City, Lancaster, Tehachapi, and the communities of Boron, Mojave, and Rosamond, and two (2) representatives each for the County of Kern and the County of Los Angeles.

 B.    The initial members of the Board of Directors shall serve for a period of four (4) years. The Board of Directors shall have the power to fill vacancies in its own membership. This includes the power to re-appoint members for consecutive terms. Members appointed to fill Board vacancies created by resignations during the term of appointment shall hold office for the balance of the unexpired term of the vacant position.

 C.    Board members representing a majority of the eight (8) member entities of ECA shall constitute a quorum at any meeting of the board.

 D.   Board members shall serve without compensation in the performance of their duties except as provided herein. Expenses incurred by board members (other than board members who are government employees serving on ECA in their official capacity) in furtherance of ECA mission and purpose are reimbursable at the rates as adopted in the Kern County Administrative Procedures Manual for reimbursement of expenses by County employees. Such expenses shall be approved by the Board of Directors.

6.     Executive Committee

 A.    The Executive Committee shall consist of four officers elected annually by the Board of Directors from the members of the Board of Directors: President, Vice President, Treasurer, and Secretary. All officers shall serve for one year or until their successors are elected. Duties of each Executive Committee member are described in paragraphs B, C, D and E.

 B.    The President shall preside at all meetings of the Executive Committee, the Advisory Committee and the Board of Directors; shall appoint the members of all committees and shall be an ex officio member of all such committees; shall sign such papers as may be required by his office or as may be directed by the Board of Directors; shall make such reports and recommendations to the Board of Directors and to the members of ECA at any regular or special meetings concerning the work and affairs of ECA as in his judgment may be necessary for their information and guidance; shall prepare annually a proposed budget for adoption by the Board of Directors; may require such reports from the Treasurer, Secretary, and others as in his judgment are necessary; and shall perform such other duties as may be incidental to the office.

 C.    The Vice President shall perform the duties of the President in case of his absence, resignation or inability to act.

 D.   The Secretary shall issue in writing all notices of meetings of members of ECA and Board of Directors; notify individuals elected to office or to membership of ECA or to the Board of Directors; keep complete records of the meetings of the members of ECA and of the Board of Directors; shall mail such other notices as may be directed by the Board of Directors; shall be custodian of all records of ECA except such records and papers as shall be kept by the Treasurer; shall sign such papers as may be required by his office or as directed by the Board of Directors; and shall perform such other duties as may be incidental to the office.

 E.    The Treasurer shall deposit the funds of ECA in one or more banks or financial institutions selected by the Board of Directors, to be disbursed in accordance with the directions of the Board of Directors. The Treasurer shall keep a full account of all moneys received and paid out and shall make such reports thereof to the President and Board of Directors as they may require. It shall receive and have custody of all financial papers of ECA and shall place them for safe keeping as designated by the Board of Directors. It shall cause the books of account of ECA to be audited at least once annually and shall cause to be prepared and presented at each meeting of the Board of Directors a financial statement of ECA. The Treasurer shall sign such papers as may be required by his office or as may be directed by the Board of Directors; and shall perform such other duties as may be incidental to the office.

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7.     Executive Director

 A.    The Executive Director position is fulfilled by an independent consultant who is contracted to manage the projects of the Edwards Community Alliance under the policy direction of the Executive Committee and the Board of Directors.

 B.    As a general objective, Executive Director activities will center on retention of Edwards Air Force Base and the Air Force Flight Test Center located in Kern County.  The Executive Director shall perform such tasks as required to meet these broad requirements, and any other special projects requested by the ECA Board of Directors, including conducting research, developing promotional materials, and communicating with education officials, community organizations, elected and Department of Defense officials.

 C.    The Executive Director is contracted for a specific term as specified by the Consulting Services Agreement. The term shall commence on the date specified in the Agreement and shall terminate upon the mutual, written consent of ECA and Consultant. Either party may terminate the Agreement by 30 days written notice. If the Agreement is terminated, ECA shall pay for services rendered within the limits specified therein.

 D.   The consultant will present a monthly Invoice to ECA during the month following the month when services are rendered.   Funds will be paid by ECA to the Executive Director according to the terms of the Agreement.

 E.    The Executive Director is an independent contractor. Neither the ECA, nor any of its employees or agents shall control the conduct of the Consultant, or any of the Consultant's employees, except as herein set forth. Consultant shall not represent, in any manner whatsoever, that its officers, employees or agents are officers, employees or agents of the ECA.

F.     The Executive Director shall attend all regular meetings of ECA.

8.     Advisory Committee

 A.    The Advisory Committee acts in an advisory role to enhance the effectiveness of the Board of Directors and its officers regarding matters such as political and military lobbying, community outreach, publicity, and fund raising.  It always acts as an advocate of the Alliance and its goals.

B.    ECA will provide Technical Assistance to the Committee as necessary regarding issues of interest and import to the Alliance, its member communities, Edwards Air Force Base, and the Air Force Flight Test Center.

C.    The Advisory Committee will assist ECA in its efforts: a) to communicate its message locally, b) to gain access to those who will make strategic decisions regarding the future of the country’s military resources, and c) to develop strategies for the long term fiscal needs of the organization. 

D.   The President will be an ex-officio member of the Committee, will appoint Committee members, Chair Committee meetings, and act as liaison between the Board of Directors and the Committee.

E.    Appointments to the Committee may be terminated at any time by the President, subject to prior consultation with the Board of Directors.

F.     Meetings will be held on an as needed basis, as determined by the ECA Board of Directors, and Committee members will receive notice of all meetings from the President.

G.   Committee members will be expected to accept their responsibility seriously and respect all requests for confidentiality regarding sensitive information.

H.   Committee members will be expected to accept all costs related to their membership on the Committee – travel, meals, etc. – unless expenses are previously approved by the Board of Directors, such as for an official trip on behalf of the Alliance.

I.      The Alliance accepts no liability related to the actions of the Committee, and provides no related insurance for the benefit of Committee members.

J.      ECA Board members are welcome to attend all meetings of the Advisory Committee and Advisory Committee members are welcome to attend all meetings of the Board.

9.     Meetings

 A.    The rules contained in the current edition of Roberts Rules of Order shall govern Alliance meetings in all cases in which they are applicable and where not in conflict with these Rules or with any special rules of order adopted by the Board of Directors.

 B.    Board Meetings will be held bimonthly and rotated between member communities. A meeting agenda will be provided on ECA website at least one day prior to a scheduled meeting. Special Meetings may be held with one week’s notice to all Board members.

 C.    Executive Committee Meetings will be held bimonthly and alternate monthly with Board Meetings.

 D.   Advisory Committee Meetings will be held at the discretion of the President with adequate notice.

10.  Budget and Fiscal Year

 A.    The fiscal year of ECA shall begin on July 1 of each year and shall end at midnight on June 30 of that year.

 B.    The Board of Directors shall annually adopt an operating budget prior to the commencement of the fiscal year. Such budget shall support ECA vision, mission and goals.

11.  Dissolution

A.    ECA may be dissolved upon a majority vote of the Board of Directors. In the event of the dissolution of ECA or in the event it shall cease to carry out the objects and purposes set forth herein, all business, property and assets of ECA shall be distributed to a similar non-profit organization or corporation as may be selected by the Board of Directors so that the property and assets of ECA shall continue to support the vision, mission and goals of ECA.

B.    In no event shall the business, property and assets of ECA go or be distributed to the members of ECA, either for the reimbursement of any sums donated or contributed by such members or for any other such purposes.

12.  Amendment

A.    These Articles of Association and Rules may be amended upon a two-thirds vote of the members present and voting at any meeting of ECA provided a copy of the proposed amendment shall have been mailed to each member of ECA at least ten (10) days before the date of the meeting at which the proposed amendment is to be acted upon.

13.  Original Execution by Charter Members

(Signatures on file)

Boron – James R. Welling                                    10-18-02

Boron – Ronald O. Brady                                      10-18-02   

California City – Jay H. Spraque                            10-18-02   

California City – Tom Weil

Lancaster – Dennis Davenport                              03-17-03   

Lancaster – Alis Clausen                                     03-17-03

Los Angeles County – Pat Russell (unsigned)                         

Los Angeles County – Norm Hickling (unsigned)

Kern County – Craig Peterson                                01-13-03   

Kern County – James Welling                                05-05-04

Mojave – Bill Deaver                                            11-18-02   

Mojave – James Ballentine (unsigned)

Rosamond – Barbara Speed                                  03-17-03   

Rosamond – Tom Wardlaw                                    11-18-02   

Tehachapi – George Novinger                                11-18-02   

Tehachapi – Carol Lawhon                                                            11-18-02