Pathfinders Of Low Observables And Related Survivability (POLARS)
Charter and Bylaws
ARTICLE I
GENERAL
NAME and LOCATION: The organization name shall be “The Pathfinders of Low Observables and Related Survivability” (POLARS). It has been incorporated as a Nevada Domestic Non-Profit 501(c)3 corporation, filed on August 12, 2024.
ARTICLE II
DEFINITION AND PURPOSE
Motivation: We establish this organization not for ourselves, but to inspire the young men and women who will lead this Nation forward.
Motto: We exist to inspire others. “Existimus ut alios inspiremus”
Definition and Purpose: Our purpose is to acknowledge the collective accomplishments of the past but more importantly to inspire those government and industry individuals who are still pioneering. The future is dependent upon the context of the past. The people who will lead moving forward must be inspired to continue the advancement of integrated low observable and related survivability technology. This includes design tools and techniques, materials testing procedures, transition to production, and sustainment methods to enable our Nation to sustain our decisive edge in these capabilities, deter if necessary, and/or overwhelm counters to any current and future adversary. To protect individual Industry IP, this will be managed much like any other government data base and will be confined to data the USG “owns” when shared in any forum where competition sensitive concerns are present. This also includes lessons from disciplined business execution, contracting methods, risk management, and management of security. As an organization, we will seek to educate on a non-cost basis current and future generations of aerospace leadership in identifying crucial past lessons learned, balance of overall design performance, and avoidance of costly program execution mistakes that already have been resolved in past stealth programs. We believe this purpose can be achieved with a significant Government partner aligned with a willing retired and active industry workforce that participates based on past and current Program of Record experiences as they may or should relate to any future endeavor in this area of expertise. As such, this proactive organization is distinct and separate from any association with the existing Pioneers of Stealth Organization. It is our intent as the organization grows and achieves appropriate financial status that it evolves and expands to support key STEM activities in engineering disciplines that support this key technology.
ARTICLE III
MEMBERSHIP
Membership: Membership in POLARS is open to all willing government and industry men and women participants that begins with the pre-DARPA days on Low Observables, through successive AFRL, AFLMC and predecessor organizations, SAF/AQL, DAFRCO, PMR-51, and NAVAIR, and inclusive of Programs of Record (POR) such as F-22, F-35, MQ-25, B-21, and tomorrow’s Low Observable aircraft endeavors. For purposes of continuity and security complexity, membership will be limited to participation in DARPA, Air Force, and Navy related technology, projects, and PORs for the time being. Consideration will be given to expansion to the Army upon stand up of the organization and an expressed interest in those who may qualify in that service. Acceptance of membership qualification will be at the discretion of the Leadership of the POLARS organization and will be defined by the following commitment levels:
A. POLARS Fellow: Qualifications are not only active participants with acknowledged expertise in driving advancement of LO configurations, systems, and/or technology integration in an DARPA/AF/USN LO activity within the last 10 years, but also a commitment to serve if tasked to engage current government and industry audiences to share key identified lessons learned based on past program experience. It is intended that any expenses associated with this task, travel, room, per diem be funded through the POLARS budget and the member’s time is gratis as a commitment to our purpose. Facilities, presentation IT/preparation, and facility access will be provided by the receiver of the information and considered as part of their non-cost contribution to this purpose and not borne directly by POLARS. As an identified Fellow by the POLARS Leadership, it is our intent that the individual be accessed at a minimum to all Program caveats previously granted to the POLARS Fellow when an active employee. This is necessary to achieve POLARS, USG, and Industry objectives with the USG as the final approval authority. It is desired that USG grant derivatives of previous program accesses and new accesses as necessary to ensure lessons learned sharing is relevant and the POLARS Fellow is able to assist with for the majority of the time in non-technical details on lessons application. Given POLARS is not intending to maintain its own Facility Clearance, USG will be the final determinate on who may be briefed and maintain their accesses for the desired period of performance of tasking in coordination with the POLARS Facilities Security Officer (FSO).
Selection to this status will be by individual submission to the POLARS LT as a request for submission of intent and allowable qualifications to the COO and Secretary of POLARS who will then vote by secret ballot with EXCOM participation for acceptance into this level of membership. Term of said level will be TBD but will obviously rely on level of participation and contribution evaluated by POLARS LT and the USG who qualifies continuation of security access. Results of this adjudication will be completed annually with publication of status to the membership and USG as soon as possible. All necessary training and status within the POLARS organization will be kept by the FSO.
B. POLARS Member: At this level, the POLARS member may be outside the 10 year currency requirement but may or may not be accessed or if necessary, only for the time period needed to assist the Principal in development and delivery of a specified product, presentation, or white paper. TBD on further details but this intended to avoid a large access list demand of USG by POLARS that is not necessary when billet limits are in effect. Membership at this level does not preclude active engagement with Industry or USG participants as content of lessons learned may not pose any security risk and still allow important dialog to occur. Our intent is to remain flexible in this regard and any decision to raise the level of membership to an individual will be at the discretion of the POLARS leadership.
C. POLARS Associate: Should a qualified candidate want to be a member of POLARS but not adhere to the “gratis” nature of commitment and or be outside the 10 year window of effectivity, they will be provided an Associate membership which provides unclassified updates, meeting notes based on organization progress and schedules, any subsequent reunion, future STEM, or recognition events, etc. This will allow maximum participation and awareness of all those who have created today’s trove of knowledge to still participate in unclassified presentations on streamlined management procedures, production improvement processes, maintenance lessons learned, etc. This level also allows an individual to “contribute” to the purpose of POLARS indirectly with the intent to foster continued success for those generations that followed them.
D. Corporate membership: Corporate membership will be made available to any organizations that support the continued evolution of Low Observable and Survivability Technology and Designs through investment, training, testing, development, and sustainability. Membership criteria, individual POC induction, and membership dues will be TBD until such time as the POLARS leadership team adjudicates this topic. It is desired that upon input of a formal request to be a Corporate member, said entity will identify a POC to engage in this definition before approval by a vote of the POLARS LT. Membership at this level does not qualify for any vote status nor can the identified POC be considered for any office of the organization.
E. In any and all cases, the POLARS Leadership may accept to declare higher level qualification of an individual based on participation on the direct purpose of the organization. Candidate submissions will be requested on an annual basis to the COO and Secretary and voted on by the Leadership team with sponsorship from a Fellow. As stated previously, an annual notice of qualifications or new members will be posted to all active members by the Secretary and FSO under the auspices of the COO.
F. Voting Rights: All members in good standing, except Corporate Members, shall be entitled to one vote at business meetings. No proxie voters are allowed and should there be consideration for future Honorary Members, they too will not have voting rights.
G. Application for Membership: Application for membership in POLARS must be in writing to the acting Secretary via the publisized form available on the POLARS website. All applicants shall state and agree that, if elected to membership, they will be bound by and obey the Charter, rules, and regulations of such, and if their performance should cause risk or due harm to the organization, their rights, title, and interest in the organization may cease. Formal notification of this termination will be presented to the member in question and their status on the membership listing shall identify their status.
H. Election to Membership: The Membership Committee will determine eligibility of applicants and notify said individual of status upon adjudication. Upon approval, notification of new membership status will be publicized to the overall membership.
ARTICLE IV
ANNUAL DUES
DUES: To address expenses associated with POLARS member active engagement in travel, room, per diem, as well as minimum staffing to manage budget, security requirements, etc. Membership dues will be $150 per year but may be adjusted based on membership size and level of activity to ensure adequate budget to support our annual goals. New members will be required to submit a short synopsis of their qualifications to be a POLARS member based on the above description to the organization Secretary and Treasurer identified below. Dues will be payable upon initial membership acceptance and annually thereafter in January of each successive year of POLARS existence.
ARTICLE V
DIRECTORS AND OFFICERS
Organization Framework: The POLARS organization will have a Board of Directors consisting of five elected officers, supported by four standing Committees, and an advisory Executive Committee (EXCOM.)
Officers: We hereby submit the following officers for the inaugural stand up of POLARS with Tom McMahan retaining position as a Special Advisor to the LT as a Founding Father and to facilitate the selection and on-boarding of EXCOM members:
President: David Hamilton
Chief Operations Officer COO: Paul Meyer
Secretary: Patrick Saatzer
Treasurer: Sheree Clark
Facility Security Officer (FSO): Joe Williams
Given the complex nature of standing up the 501 (3)(C) organization, the initial terms of all Officers and any supporting members of the Board of Directors in the initial cadre will be four years before another election event at which time a logical transfer of power will take effect unless health or undue hardship demands truncation of said term. Our desired end goal is for half of the leadership to be duly elected by the membership every two years but will revisit this in subsequent annual reviews of the Board. The officers will be as listed above: President, Chief Operations Officer, Secretary, Treasurer, and Facility Security Officer. Where possible, those desiring proposed election in any of these positions should identify themselves 12 months prior to formal vote such that qualifications and potential for leader-follower transitions may occur.
Any formal legal matters will be handled via recommendation of the Leadership Team and determine validity of seeking outside counsel.
Committees: There will be four standing Committees reporting to the President consisting of:
1.) Steering Committee - to address Organization continued maturation, new member consideration, open issues, budget, Charter modifications, membership voting results, etc.,
2.) Security Committee - reporting to the FSO to maintain solid and accurate reporting and progress, appropriate training and record keeping for those granted any level of security access, interface with USG and Industry,
3.) Communications Committee - reporting to the Secretary in support of any necessary membership vote process, recruiting, periodic newsletters to members, acknowledgement of achievements, goodwill, etc., and
4.) Social Committee - reporting to the COO, which will include event planning associated with reunions, annual awards, USG/Industry events, etc.
These committees will convene on an as required basis but no less than semi-annual to sustain momentum in organizational growth and communication updates.
Executive Committee: This POLARS EXCOM will initially consist of 6 independent members of the organization and chaired by the current President who will be the Seventh member. These members will be recommended by the current POLARS President to assist in achieving their Vision and may be subject to membership approval if the Steering Committee decrees it. Additional participation by the COO and Secretary and Treasurer may be considered to maintain continuity and establish a record of each meeting agenda, minutes, and action item tracking log. It is desired that of the six members, two be senior active USG, and four Senior active Industry representatives. A two year term for membership in this EXCOM will be the expected period performance with successive terms allowed at the discretion of the POLARS leadership. At any time, the President has the authority to either remove a member of the EXCOM or seek a recall vote if the membership determines that individual is no longer serving the purpose of the Charter. The objective of the EXCOM is to establish semi-formal representation of senior USG and Industry participants who may offer insight to additional initiatives for POLARS consideration but also a forum to allow direct feedback from those parties we wish to serve. In this respect, POLARS remains an independent organization and any implication to direct USG involvement beyond that prescribed above is not our intent. If consideration warrants it, additional expansion or USG/Industry composition of the EXCOM to include more active members of individual Services or other Industry Partners to participate may be granted to allow desired diversity of thought to be included.
Responsibilities:
President: Chair and leverage the Board of Directors and through the Steering Committee assist in maintaining the currency and provisions of this Charter; further define the duties of and nominate candidates for the Officer positions, deliver timely and appropriate communications to all members and the EXCOM, assist in maintaining a schedule to include key mentoring and lessons learned events, Reunions, any future awards, and ensure timely and accurate accounting of member status related to Fellow, Member, Associated, etc. Given our intent to “Inspire”, the President will also be the primary public face to engage USG and Industry Seniors to sustain, grow, and share the respective value and success of the Organization. The President shall not be a non-voting member of all committees except, shall be permitted to vote in the case of a tie.
COO: Assist the president and ensure the quality of all of POLARS events as well as address any issues or concerns arising from annual operations based on constructive inputs from Members, the EXCOM, or direct feedback from USG and Industry leaders. The responsibility of the COO will also encompass any Social event planning and be responsible for tasking selected members of the organization to assist in any planning and execution thereof of said events. The COO will also be the focal point of all Membership requests and enable a timely and accurate tally of new member approval or disapproval, assignment of Membership level, and engagement at the next level of USG and Industry leadership as required to support the President.
Secretary: Wil be responsible for the membership records, sending out notices, preparing any necessary organization agendas, and keeping the minutes of all meetings of the organization and the Board of Directors. The Secretary will be responsible for the preparation and execution of any balloting associated with election of Officers, EXCOM members, and inputs from any nominations associated with membership. The Secretary will also be responsible for the continued qualification of POLARS as a 501 (3)© entity and in collaboration with the Treasurer provide all accurate inputs to said State of Incorporation and IRS matters.
Treasurer: Will be responsible for maintaining records of the financial affairs of the organization and will be responsible for receiving, disbursing, or investing POLARS funds in accordance with procedures established by this Charter and /or the Board of Directors. The Treasurer will be responsible for presenting quarterly financial reports to the Board of Directors. The Treasurer’s financial reports shall be prepared by a Certified Public Accountant and reviewed by the Board of Directors. Summary status of POLARS financials will be made available via Secure membership Website. Treasurer will also ensure timely submission of IRS returns upon approval of the Board of Directors.
Facility Security Officer: Responsible for any internal review of product developed in support of meeting POLARS objectives, be the principal POC between key USG and Industry Security counterparts, and adjudicate any actions or issues associated with POLARS activities. This position will also have RAA over any public release or event information associated with POLARS to include website communications.
EXCOM: A forum by which POLARS may communicate intent, schedule, progress, and issues with key USG and Industry Leadership to ensure continued indirect support while at the same time, increase recognition of POLARS value to ongoing initiatives. This EXCOM will meet a minimum of twice a year in support of any Board of Director’s meetings to present status and gain invaluable feedback for consideration in future POLARS efforts. It is not a decision-making body in regard to any vote status of the membership of POLARS.
Election Process: All officer positions of POLARS post the inaugural appointments will be elected by a means of a ballot to be distributed to the eligible voting membership upon closing of annual nominations six months prior to term expiration of said office. Each voting member will receive a latter ballot unless the member consents to electronic balloting. A plurality vote of those executed ballots returned within prescribed due date will be required for election. Late votes that may impact the potential for a tie will be adjudicated by the present Officers of the Organization to be considered in the final tally. Members of the EXCOM are not authorized to vote in this regard. Results minus individual names of each voter will be publicized to all members such that there is no doubt as to the outcome. Upon selection, incoming Officer-elect will serve as a non-voting member of the Board of Directors to assimilate into the upcoming role being assumed. In the event of a tie vote, the Board of Directors will cast a separate ballot individually to arrive at a viable selection.
Membership of the EXCOM will be decided by the current Board of Directors but no more frequently than the term of the seated President.
ARTICLE VI
GOVERNMENT
Governing Rules:
A. Regular meetings of the Board of Directors shall be held on a quarterly basis at a time and place or via electronic means as coordinated by the President and Secretary. Notification of time, place, and IT access if required will be furnished to each Board member at least two weeks prior to such meeting. In all cases, there will be no alternates allowed in the event a member cannot make any said meetings.
B. Special meetings may be called by the President or by a majority of the Board members. Notice of special meetings shall be give at least 72 hours prior to said meeting.
C. To the maximum extent possible, Director Meeting Agendas will be published on the Website for full transparency and allow for any member to make a recommendation for inclusion of any important issues not reflected for consideration in that current meeting or subsequent meetings where warranted. In any case, any member making a constructive input will be provided any decision of the Board if said input is not considered.
D. Four members of the Board of Directors consisting of POLARS Officers shall be required for a quorum at any meeting of the Board.
E. In the event of an untimely life event that precludes continuation of said duties of any officer or EXCOM member with 50% or less of their term remaining, a Special meeting will be called with the Board of Directors appointing an interim candidate to perform said duties until such time as a formal election process can take effect.
F. Compensation is only expected for the Officers as required in the execution of their duties for expenses incurred in execution of the conduct of the organization and subject to approval by the Board of Directors. For example: activity necessary to establish and maintain status with the State and Federal agencies to ensure continued standing as a 501 (3) C organization and associated tasks to submit reports and IRS filings.
G. The Fiscal year of POLARS will end on the 31st of December.
H. Funds may be only drawn upon signature of the Treasurer and/or such other persons as may be designated by the Board of Directors. A sample format will be provided to all members by which they may submit expense reports in support of POLARS activities within USG per diem limits.
I. Until such time as a stable organization is declared by the Board of Directors, the Headquarters will reside at 4694 Outlook Peak Street, Las Vegas, NV 89135. Given this will be a personal residence at inception, there will be no expected costs associated with its establishment unless determined otherwise by the Board of Directors.
ARTICLE VII
MEETINGS
A. Annual Business Meeting: The President shall present at the Annual business Meeting of Members, a report of the state of the organization with inputs from the Board of Directors and Chairmen of applicable Committees.
a. Recognition of newly elected Officers for the coming annual cycle will be conducted as well as a roster of newly approved members.
b. Meeting timeframe will be in the September-October timeframe. Attendance will be limited to POLARS members only and we will utilize an appropriate IT link to maximize participation with chat as the opportunity to voice input which will be adjudicated by the Secretary for vetting at the meeting or post meeting.
B. Educational Meetings:
a. Government only events: It is intended to initiate our contribution with an event in the Washington D.C. area to expose the organization as well as leverage the significant past history afforded by many who live within driving distance of any preplanned event.
b. Industry and/or combined events: This will have in all cases a defined set of objectives agreed to by principle members of all sides, careful rule definition to avoid any inadvertent security or IP risk, and ROE associated with the level of verbal engagement by all parties involved.
c. In the interest of keeping within a start-up organization, we will limit engagements to a maximum of two in 2024 with the intent to perform one per quarter as we mature with a balance between geographical locations to maximize opportunity for participation as well as equity between Industry partners.
ARTICLE VIII
FOUNDATION
A. Purpose and Scope: POLARS shall be established, maintained, and incorporated as an independent, non-profit, charitable organization, whose primary purpose is to advance the mission of POLARS to inspire and mentor those who follow us by sharing its history, offering key lessons learned, and investing in our collective future.
B. Administration: The Board of Director of POLARS will solicit interest in future candidates for consideration of their positions to be voted on by the membership to successors and members of the Board when and as required by the Articles of Incorporation and Bylaws of the organization.