BY-LAWS OF THE
UNITED STATES NAVAL ACADEMY ALUMNI ASSOCIATION
OF GREATER WASHINGTON, INC.
ARTICLE
The name of this organization is the
UNITED STATES NAVAL ACADEMY ALUMNI ASSOCIATION OF GREATER WASHINGTON, INC., a Virginia
non-stock corporation as of 5 February 1981, and declared a tax-exempt
charitable and educational organization, by the IRS, within the meaning of
Section 501(c)(3) of the Internal Revenue Code effective 3 March 1983.
ARTICLE II. PURPOSE
The purpose of this Association is to
support and implement the objectives and purposes of the national U.S. Naval
Academy Alumni Association; and to perpetuate the personal associations and
memories deriving from the common backgrounds and interests of the members;
further- to engage in community activities which will support the mission of
the United States Naval Academy, particularly in its efforts to attract,
educate, and retain excellent young men and women in dedicated careers of
leadership in the United States Armed Forces, and to foster and promote social
contact and activities among its members.
ARTICLE III. MEMBERSHIP
A. There
are two classes of membership:
1. Regular: For all persons, wherever
residing, who have attended the
2. Associate: (1) For any person, who,
because of an outstanding interest and devotion to the United States Navy, the
Naval Academy, or other aspects of public interest, has been sponsored by three
regular members and approved by the Board of Directors; and (2) widows/widowers
of former regular members.; (3) Blue & Gold Officers; and (4) active USNA
Parent’s Club Members. Associate members shall not be entitled to vote nor hold
elective office, but shall be eligible to serve on committee(s).
B. Eligible persons, upon their
application, shall be enrolled as members by the Secretary.
C. Any member may be suspended or expelled
from membership for due cause, after appropriate notice and hearing, by a
three-quarters vote of the Board of Directors; or may resign by letter
addressed to the Secretary.
ARTICLE IV. MEETINGS
A. Regular meetings shall be held on the
third Wednesdaythird Wednesday of each month,
September through JuneMayMay, unless members are
notified otherwise by the Secretary.
B. The AprilApril meeting shall be
known as the annual meeting at which time the Officers, Trustee, and members of
the Board of Directors shall be elected.
C. Special
meetings:
1. of the general
membership may be called by the President upon direction of the Board of
Directors.
2. of the Board of Directors--at the call
of the President.
D. The Secretary shall cause all members to
be notified, by electronic mail or other writing, of the date, time, place, and
principal topic of each meeting addressed in this Article. Such notice, for the
Annual Meeting, shall include the names of candidates for each elective
position. For any meeting at which any other matter is to be voted upon by the
membership, the written notice shall include a brief summary of the subject.
E. All attendees at general membership
meetings shall be requested to enter their names,
ARTICLE V. FINANCIAL CONTRIBUTIONS
A. The financial support of this association
shall be derived from voluntary contributions from the membership, and from
funds derived from any special activities of the Association consistent with
its tax-exempt status. A suggested minimum annual voluntary contribution, in
light of current operating expenses, may be promulgated by the Board of
Directors upon recommendation of the TreasurerThe
Board of Directors upon recommendation of the Treasurer may promulgate a
suggested minimum annual voluntary contribution, which is intended to support operating
expenses.
B. Assessments to cover the cost of special
activities such as dances, dinners, speaker programs, etc. may be determined by
the Board of Directors and levied against the participants.
Assessments
to cover the cost of special activities such as luncheons, dinners, dances,
speaker programs, golf tournaments, sports event buses, name tag purchases and
other similar activities will be determined by the Board of Directors and will
be levied upon only the participating parties as a personal expense and not an
expense of the Association. Accordingly these assessments, separately paid for
by only the users, are not considered as "contributions" or
"gross receipts" to the Association.
ARTICLE VI. RIGHT TO VOTE
The
right to vote, to hold office, or serve on the Board of Directors shall be
limited to regular members.
ARTICLE VII. OFFICERS
A. The
officers of the Association shall be: a President, a Vice-president, a
Secretary, and a Treasurer, all of whom shall be elected in accordance with
Article X, Elections.
B. 1.
The President shall preside at all meetings and shall exercise the powers and
rights usual to that office; including: (1) the establishment of special and
permanent committees; (2) ad-hoc membership on all committees; and (3) the authority
to appoint individual members to specific ad hoc assignments.
B. 2. In
cases of emergency and/or the disability of the Treasurer, the President is
authorized unilaterally to disburse funds; however, no disbursement may be made
without the approval of a majority of the Board of Directors.
B. 3.
The President shall see to the satisfaction of all obligations of the
Association with respect to taxes, corporate reports, etc.; and, in coordination
with the chapter Trustee, shall maintain liaison with the National Alumni
Association.
C. The Vice-president shall assume all the
duties and powers of the President during any periods in which the President is
unable to act; and shall perform such other duties as the President may
require.
D. The
Secretary shall be responsible for:
1. The preparation and maintenance of the
official records of the Association whichAssociation,
which, as a minimum, shall contain:
a. A roster containing the names, rank,
service branch, duty status, and addresses of all members; and
b. A file of all incoming and outgoing
Association official correspondence.
c. The minutes of all meetings of the
Board of Directors, which shall be submitted to the Board for
approval.
d. Program summaries required by ARTICLE
IV. E (Meetings)
2. The issuance of notices of all meetings
as required by Article IV. D.
E. The
Treasurer shall:
1. Except as may be otherwise directed by
these by-laws, effect, or cause to be effected, all Association financial
operations, including the receipt, accounting for, and disbursement of
moneys. Whenever food, other
refreshments, and/or other services are provided by an outside contractor at
regular or special meetings, or other social functions, the Treasurer shall
collect payment from all members and guests to cover the cost of the same.
2. Prepare, or cause to be prepared:
a. A
report of the financial condition of the Association for each meeting of the
Board of Directors through the last day of the previous month and for each
fiscal year
A report
of the financial condition of the Association for each fiscal quarter, each
fiscal year, and for each meeting of the Board of Directors; and
b. All required Association tax returns
and related correspondence for the signature of the President.
3. Ensure that all disbursements of
Association funds are supported by invoices, vouchers, or other documentation
in sufficiently detailed auditable form, all of which shall be retained in the
permanent records of the Association for at least seven years.
ARTICLE VIII. TRUSTEE
In the event that this Association is
allocated a Trusteeship in the National USNAAA organization based on Chapter
membership, the elected chapter member shall serve in that
capacity for a term of threetwo years
which shall be re-affirmed every threetwo years. In
addition, such person may serve two one additional threetwo-year
terms and not more than six years out of eight.
He shall provide liaison between the two organizations and render such
reports to the Board of Directors and the general membership as may be
appropriate; and during his incumbency as Trustee, he shall also serve as a
member of the Board of Directors of this Association with full voting rights.
ARTICLE IX. BOARD OF DIRECTORS
A. The Board (hereinafter) shall be
composed of twelve members, consisting of the four Officers, the Trustee (who
is presently serving the two three year term as described in Article VIII),
plus seven additional members. In addition,
if the most recent President is not elected as the Trustee (of Article VI II),
he will become a member of the Board immediately following his term as
President with the same voting rights as the other directors. In such cases the Board composition can
expand to thirteen members.
B. The President shall convene the Board at
least three times per year, or at the call of any one of its members.
C. The Board shall have general charge of; and
control, of the activities and properties of the Association except as may be
otherwise provided in these by-laws. No
Association property may be disbursed or otherwise disposed of except with the
approval of the Board, or as specifically authorized elsewhere herein.
ARTICLE X. ELECTIONS
A. Candidates for the offices of President,
Vice-president, Secretary, Treasurer, Trustee, and for the seven other members
of the Board shall be nominated to the Association by a Nominating Committee of
a minimum of three members, said committee to be appointed each year by the
President in time for announcement at the regular February membership
meeting. It shall then submit a slate of
recommended candidates at the March regular membership meeting, and shall
announce that additional nominations from the floor may be made at the next
regular meeting (April) when the elections shall be held as outlined in the
following pertinent Articles.
B. The President's appointment order shall
be a formal precept which will direct the Committee to make its selections of
candidates from those members who have declared not only their willingness to
serve, but who are also able to make adequate commitments of time and energy
required by the positions to which they aspire.
In order to equitably distribute the class-year makeup of the Board, the
Committee shall endeavor to include at least one nominee from each of the most
recent class-year decades (e.g. 40's, 50’s, etc.) represented by members
generally active in the affairs of the Association.
C. The officers, trustee, and the
additional seven members of the Board shall be elected at the Annual Meeting
(normally on the third Wednesday of AprilApril) from
the committee nominations previously reported and/or such additional
nominations as may be made from the floor.
Except where there is no contest(s), all elections shall be conducted by
secret written ballot conducted by non-candidate ad-hoc tellers appointed by
the President. In the election of the
additional members of the Board, the seven candidates receiving the highest
number of votes of the active members present and voting shall be declared
elected. Each active member present may
vote for not more than seven candidates.
D. The newly-elected officers and directors
shall assume office immediately after the adjournment of the membership meeting
in May and shall serve for one year or until their respective successors are
elected. The Chapter Trustee shall
assume his duties immediately after the adjournment on the annual meeting in
April, and shall serve his term as described in Article VIII. No specific formalities for assuming office
are required; however the traditional amenities for "changing
command" shall be observed with respect to turnover of documents and other
material, and notice of any impending urgent business requiring attention by
the incoming administration.
ARTICLE XI. VACANCIES
Should any elected officer position, the
trustee position, or a position on the Board of Directors become vacant prior
to the end of the respective term of office for that position, the Board of
Directors by majority vote shall determine the course of action to follow
regarding the vacant position.
ARTICLE XII. FISCAL YEAR AND AUDIT
A. The Fiscal Year of the Association shall
run annually from 1 June through 31 May of the following year.
B. The President shall annually appoint an
Audit Committee of three active members prior to 1 June to review the books of
record and all supporting documents immediately after the close of the Fiscal
Year, or whenever a vacancy occurs in the office of Treasurer. The audit report shall be signed by all
committee members and retained with the official records of the Association;
and a brief summary thereof shall be announced by the President at the first
subsequent general membership meeting.
ARTICLE XIII. AMENDMENTS
Amendments to these by-laws may be
proposed by any active member prior to 31 December for consideration at the
next Annual Meeting. Upon review by the
Board of Directors, the proposed amendment shall be placed on the ballot for
such meeting. If approved by a majority vote of the active members present and
voting, the amendment shall thereupon become effective.