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
(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 Wednesday of each month, September
through May, unless members are notified otherwise by the Secretary.
B.
The April 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 Treasurer. The 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.
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.
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 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 three years which shall be re-affirmed every three years. In addition, such
person may serve one additional three-year term 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 VIII), 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 April) 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.