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Foundation Bylaws
As Revised 5 March 2008
USNA Class
of 1969 Foundation
BYLAWS
ARTICLE I - CORPORATE POWERS
SECTION 1. EXPRESS POWERS.
The Foundation shall have all powers expressly set forth
in the provisions of the Virginia Nonstock Corporation
Act as amended from time to time, except as hereinafter
limited by these Bylaws, and provided that such powers
are not contrary to the purposes of the Foundation as
expressed in the Articles of Incorporation.
SECTION 2. IMPLIED POWERS.
The Foundation may execute all acts and necessary
events, convenient or expedient, to carry out the
purposes for which it was formed subject to all
limitations imposed by law.
ARTICLE II - MEMBERSHIP
SECTION 1. MEMBERSHIP
a. General Membership.
General Membership in the Foundation shall be automatic
for those persons who, at any time, were members of the
Active Membership: available for those who meet the definition of
general membership and support the Foundation through
annual dues or payment of a one-time Life Membership fee
of $250.
Inactive Membership: available for those who meet the definition
of general membership and do not support the Foundation
through annual dues or payment of a Life Membership fee.
Individuals, eligible for this class of membership, will
automatically transition between an Active and an
Inactive status based on their conformity to dues
obligations as defined under Section 3.
b. Special Membership.
Special Membership is available for individuals and
corporations, not otherwise eligible for general
membership. It is recognition offered to those who
participate in the efforts and goals of the Foundation
through personal and financial contributions. Special
Members shall have all rights as a member of the
Foundation except he/she shall not have the power to
vote in Corporate affairs, is not eligible to hold
elected office in the Foundation, and is exempt from
paying dues. This class of membership shall be further
defined as being in two categories:
Spousal Membership:
automatically extended to the surviving spouse of any
member of the Foundation. This membership opportunity
shall exist for two calendar years from the date of
eligibility. This membership shall not be deemed final
until the Board receives an acceptance from the eligible
spouse.
Honorary Membership:
upon the nomination of any candidate deemed worthy of an
Honorary Membership in the Foundation by any Active
Member of the Foundation, the Board shall consider such
nomination at its next meeting called pursuant to these
Bylaws, and shall upon a concurring vote of two third
(2/3) of its members present award such candidate an
Honorary Membership in the Foundation. Honorary
Membership shall not be deemed final unless and until
the action of the Board is ratified by two third (2/3)
of the membership present at the next Annual Meeting of
the Foundation.
SECTION 2. LOSS OF MEMBERSHIP.
Membership by any member (including special members) of
the Foundation may be divested by: (i) a three fourth
(3/4) vote of the Board of Directors in any meeting
called pursuant to these Bylaws; (ii) in the event that
such member is terminated from the armed services under
conditions other than honorable; or (iii) in the event
that such member is duly convicted of a felony under the
laws of the United States, a State or a territory of the
United States, or of a foreign country, when, in the
Board's opinion and upon reviewing the evidence,
continued membership would reflect discredit on the
Foundation or any of its members.
A person divested of membership under the provisions of
this Section shall be so notified by the Secretary
within thirty (30) days from the date of the Board's
action. A loss of membership occasioned by the action of
the Board may be appealed to the members of the
Foundation at the next Annual Meeting following the
Board's decision to terminate such membership. The
members present at the Annual Meeting shall be appraised
of the circumstances upon which the Board based such
decision, and upon hearing any new evidence in the
matter and upon a motion duly made and seconded, the
action of the Board may be reversed by three fourth
(3/4) vote of the members present. In the event the
Board's action is reversed as provided above, such
member shall be reinstated without prejudice to all
rights which he had prior to the Board's adverse
decision.
SECTION 3. DUES.
The Board of Directors may, at its discretion, levy
reasonable dues on members and:
ARTICLE III - OFFICERS
SECTION 1. FOUNDATION OFFICERS.
The Officers of the Foundation shall consist of a
President, Executive Vice President, Secretary,
Treasurer, and three Members-at-Large. Except as
otherwise provided in these Bylaws all terms of office
shall commence on December 1st following verification of
the respective election.
SECTION 2. BOARD OF DIRECTORS.
The Board of Directors, as used throughout these Bylaws,
shall consist of the following officers of the
Foundation:
SECTION 3. RESPONSIBILITY.
The responsibility for the management of the affairs of
the Foundation shall be vested primarily in the Board of
Directors.
SECTION 4. DUTIES AND QUALIFICATIONS OF THE PRESIDENT
The President:
SECTION 5. DUTIES AND QUALIFICATIONS OF THE EXECUTIVE
VICE PRESIDENT
The Executive Vice President:
SECTION 6. DUTIES AND QUALIFICATIONS OF THE SECRETARY
The Secretary:
SECTION 7. DUTIES AND QUALIFICATIONS OF THE TREASURER
The Treasurer:
SECTION 8. DUTIES AND QUALIFICATIONS OF THE
MEMBERS-AT-LARGE
The Members-at-Large:
SECTION 9. ENACTMENT OF TERMS.
In order to preclude simultaneous elections of multiple
members of the Board of Directors, and to ensure
overlapping terms, and upon acceptance and ratification
of the Bylaws, the terms of office of the Board of
Directors will be modified according to Table I for the
first seventeen (17) years indicated.
Table I, Term of Office
ARTICLE IV - FOUNDATION MEETINGS
SECTION 1. ANNUAL MEETING.
The annual meeting of the Foundation shall normally be
held at 4:00PM on the third Friday of October of each
year at such place as the Secretary shall designate.
However, this date and time may be altered by the Board
of Directors, when, at the discretion of the Board, such
date is not deemed appropriate or expedient; provided
that there shall be an annual meeting prior to November
30th of each year.
The Secretary shall prepare the Annual Meeting Agenda to
include: (i) reports from officers and committee
chairpersons; (ii) question and answer forum on reports;
(iii) scheduled votes by the active membership; (iv)
and, a general discussion period. All topics and motions
initiated during the meeting, i.e. not on the published
agenda, shall be referred by the presiding officer to
the Board for consideration and study.
SECTION 2. SPECIAL MEETINGS.
Special meetings of the members of the Foundation may be
held at such time and at such place as the Board of
Directors shall determine; active members’ may petition
for a special meeting under "extraordinary
circumstances" if the annual meeting is more than 3
months hence. Said petition and a specific agenda must
be submitted to the Board and signed by not less than
twenty-five (25) active members of the Foundation. The
Board of Directors shall make a final determination of
merit and specific agendas for each special meeting.
Agendas shall be prepared by the Secretary and meetings
conducted in accordance with the format of Annual
Meetings.
SECTION 3. NOTICE OF MEETINGS.
Notice of the annual meeting shall be published by the
Secretary not less than two (2) months preceding the
date set for such meeting; Provided that in the event
that the Secretary notifies members of the Foundation by
mail or otherwise of such meeting, such notification
shall be deemed adequate if posted within twenty (20)
days preceding the time set for such meeting.
The Secretary shall give notice of special meetings to
each member at least ten (10) days prior to such
meeting.
SECTION 4. BUSINESS QUORUM.
A business quorum for the purposes of conducting an
annual meeting shall consist of no less than twenty (20)
active members of the Foundation excluding Officers of
the Foundation. The Board may alter this requirement in
the event of unusual circumstances, but in no case will
an annual meeting be conducted with less than twenty
(20) active members of the Foundation, including
Officers of the Foundation. A business quorum for the
purposes of conducting a special meeting shall consist
of not less than fifteen (15) active members of the
Foundation, including Officers of the Foundation.
SECTION 5. ORDER OF BUSINESS.
The order of business at any meeting of the Foundation
shall be determined by the Officer of the Foundation
presiding at such meeting, but shall, insofar as
practicable, conform to standard parliamentary
procedure.
SECTION 6. VOTING POWER.
Each active member present shall be entitled to one (1)
vote at any meeting of the Foundation except as provided
in Section 7 of this article. Each active member of the
Foundation is entitled to one (1) vote for all purposes
herein provided. The presiding officer shall not be
entitled to vote except in the case of a tie vote.
SECTION 7. PROXY VOTE.
An active member of the Foundation may grant in writing
to another active member of the Foundation the power to
cast his vote by proxy. The Board of Directors shall
authenticate such power prior to any vote by such member
in the exercise of such proxy.
ARTICLE V - BOARD MEETINGS
SECTION 1. TIME AND PURPOSE.
Meetings of the Board of Directors shall be held at the
call of the President or Executive Vice President at
such times and at such places as may be necessary to
carry out the duties and functions of the Board.
SECTION 2. NOTICE.
Notice of the time and place of the meetings of the
Board shall be given by the Secretary at least five (5)
days prior to such meeting and shall contain in
substance the purpose of such meeting.
SECTION 3. QUORUM.
A majority of the members of the Board shall constitute
a business quorum. Attendance is recognized as timely
participation in the meeting by such means as conference
call, video conferencing, or Internet conferencing.
ARTICLE VI - NOMINATION AND ELECTION OF PRESIDENT,
EXECUTIVE VICE PRESIDENT, SECRETARY, TREASURER, AND
MEMBERS-AT-LARGE
SECTION 1. NOMINATING COMMITTEE DUTIES AND
QUALIFICATIONS.
The nominating committee shall consist of
five (5) active members and
shall be appointed by the Board of Directors and
approved by a majority vote of the active members in
attendance at the Annual Meeting.
This committee shall report the nominees, in number not
to exceed three (3) for each office, to the Board of
Directors for approval and in sufficient time to allow
the Secretary to publish the list of nominees in the May
issue of SHIPMATE.
SECTION 2. PRESIDENT, Executive Vice President,
Secretary, Treasurer and Members-at-Large.
Nominations for the office of
President, Executive Vice President, Secretary, Treasurer and Members-at-Large
of the Foundation shall be by either of the following
methods:
a. written petition by twenty five (25) active members
of the Foundation,
or,
b. selection by the nominating committee as provided in
this Article, Section 1.
SECTION 3. ELECTION.
All Board of Directors shall be elected in accordance
with these Bylaws by the active members of the
Foundation as herein after provided.
SECTION 4. BALLOT FORMAT.
The ballots shall contain the names of all nominees in
alphabetical order according to office, without
distinction as to the method of nomination. A ballot
shall be distributed to each active member of the
Foundation at least ninety (90) days prior to the Annual
Meeting. The ballot shall also contain space for
write-in candidates.
SECTION 5. BALLOT DEADLINE.
Ballots shall be returned to the Secretary not later
than two (2) days preceding the date set for the Annual
Meeting. The member's signature must appear on the
ballot or the ballot must be made under the address of
the member’s personal email account.
SECTION 6. SECRETARY.
The Secretary shall, on the day preceding the Annual
Meeting, deliver the ballots together with a current
active membership list, to a committee of three (3)
tellers appointed by the Executive Vice President.
SECTION 7. TELLERS.
The tellers, who shall be active members of the
Foundation, shall count the ballots, and report the
results of the election to the Secretary who shall
report the results at the Annual Meeting.
SECTION 8. PLURALITY.
A plurality of the votes cast shall elect.
SECTION 9. TIES.
In case of a tie vote, the election shall be decided by
lot.
SECTION 10. RETENTION OF BALLOTS.
The tellers shall retain the ballots for five (5) days
following the Annual Meeting at which time, unless
otherwise directed by the President or Executive Vice
President, shall dispose of the ballots.
ARTICLE VII - VOTING SUBJECTS
SECTION 1. MEMBERSHIP VOTE.
The Board of Directors shall submit to a vote of the
active members of the Foundation such propositions as it
deems necessary, and shall submit to a vote of the
active members of the Foundation all propositions
required under the provisions of these Bylaws.
SECTION 2. MANDATORY VOTING SUBJECTS.
The Board of Directors shall submit to a vote of the
active members of the Foundation the subject matter of
any petition signed by not less than twenty (20) active
members of the Foundation if such petition requests such
action. Such petitions must be received by the
Secretary, on or before August 10th, to be included in
the upcoming meeting agenda and considered for action at
the next Annual meeting. Petitions as set forth above
may be submitted for a vote of the active members at the
Annual Meeting by the Board of Directors, provided that
the subject matter does not in the common opinion of the
petitioners and the majority of the Board of Directors
require immediate action in which case the subject
matter of the petition shall be submitted to the members
of the Foundation by mail. All petitions received within
150 days of an Annual meeting shall be held for action
at such meeting. Any petition considered to jeopardize
the designation of the Foundation as an organization
exempt from tax under Section 501(a) of the Internal
Revenue Code of 1986, as Code may be amended, shall not
be subject to the requirements of this section.
SECTION 3. VOTE TO CARRY A PROPOSITION.
Except as otherwise provided in these Bylaws, a vote of
the active members of the Foundation shall be determined
in accordance with the plurality vote of those
responding.
ARTICLE VIII - CORPORATE FUNDS
SECTION 1. METHOD OF APPROPRIATION OF FUNDS.
A majority vote of the Board of Directors shall be
required to appropriate funds for the Foundation,
provided that no funds shall be appropriated by the
Board of Directors where the method of appropriation is
contrary to any of the following: (i) the purposes of
the Foundation as set forth in the Articles of
Incorporation; (ii) with Section 501 (c) (3) of
the Code;
(iii) all other applicable statutes; (iv) the Bylaws.
SECTION 2. EXPENDITURES.
Funds for normal operating expenditures other than
investments may be expended by a majority vote of the
Board of Directors. Expenditure of invested funds may be
made by a three fourth (3/4) concurring vote of the
Board of Directors. The expenditure of any fund
belonging to the Foundation shall not be in derogation
of the purposes of the Foundation as set forth in the
Articles of Incorporation; provided that nothing herein
contained shall prevent the payment in good faith of
remuneration to any member of the Foundation or to any
other person for service actually performed for the
Foundation where such services are of a nature which
normally require remuneration.
ARTICLE IX - LOCAL CHAPTERS
The organization of local chapters of the Foundation is
encouraged. Organizers of proposed chapters shall
petition the Board of Directors for approval,
affiliation, and receipt of a charter. The Board of
Directors may not unreasonably withhold a specific
charter to such groups; PROVIDED that such chapter shall
have no authority to render the Foundation legally
liable for its acts, nor shall such chapter have
authority to assemble for purposes other than those in
furtherance of the purposes set forth in the Articles of
Incorporation and these bylaws.
ARTICLE X - AMENDING PROCESSES
SECTION 1. AMENDMENT OF THE ARTICLES OF INCORPORATION.
The Articles of Incorporation may be amended as
determined by: (i) a vote of two thirds (2/3) of the
responding active members of the Foundation; (ii) upon a
petition to the Board of Directors signed by fifty (50)
active members of the Foundation; or (iii) ten (10)
percent of the active members, whichever is the lesser
number.
Petitions shall set forth the particular portion of the
articles to be amended and the amended portion of the
articles of incorporation as proposed.
Any Amendment or Petition considered to jeopardize the
designation of the Foundation as an organization exempt
from tax under Section 501(a) of the Internal Revenue
Code of 1986, as Code may be amended, shall not be
distributed by the Board of Directors. A petition for
dissolution of the Foundation shall be handled as a
routine petition. The Board of Directors shall cause the
subject matter of each petition to be distributed to
each active member for the purposes of voting on the
proposal at the Annual Meeting. The proposed amendment
shall be put to a vote of the active members present at
the Annual Meeting, and upon a concurring vote of two
third (2/3) of the active members present, the amendment
shall be adopted. Each petitioner, whether present or
not, shall be counted as voting for the amendment in
determining the issue.
SECTION 2. AMENDMENT OF BYLAWS.
Except as provided herein, the Bylaws may be amended as
determined by a three fourths (3/4) vote of the Board of
Directors (BOD) or in the manner provided herein for
amendment of the Articles except that in this latter
instance only twenty (20) members of the Foundation need
petition for such amendment.
Amendment 1, approved by BOD on 31 Aug 2003:
Term length for the incoming President shall be
from 1 Nov 2003 through 31 Oct 2009 so the President
will be in office during the 40th
Amendment 2, approved by BOD on 5 Mar 2008 (18 specific
changes):
1. Article II, Section 1, paragraph a, under “Active
Membership”, line 2, following “…through…” insert
“either payment of”.
2. Article II, Section 1, paragraph a, under “Active
Membership”, line 3, following “…dues”, insert “or
payment of a one-time Life Membership fee of $250.”.
3. Article II, Section 1, paragraph a, under “Inactive
Membership”, line 2, delete “do not support the
Foundation through annual dues”, insert “neither pay
annual dues nor have paid a Life Membership fee.”.
4. Article ii,
Section 3, paragraph d, delete first word ‘and’ ; at end
of paragraph delete ‘.’ And insert ‘; and’.
5. Article II, Section 3, insert new paragraph e
“payment of annual dues may be permanently waived by
payment of a one-time Life Membership fee of two hundred
fifty ($250) dollars.”
6. Article III, Section 1, line 2, insert at the
beginning of the second sentence, “Except as otherwise
provided in these Bylaws,”.
7. Article III, Section 5, paragraph b, delete "by a
vote of the majority of the members in attendance at the
Annual Meeting for a term of four (4) years", insert "by
a plurality vote pursuant to Article VII of these Bylaws
and shall hold office for a term of four (4) years,
except as otherwise provided by these Bylaws".
8. Article III, Section 6, paragraph b, delete "by a
vote of the majority of the members in attendance at the
Annual Meeting for a term of three (3) years", insert
"by a plurality vote pursuant to Article VII of these
Bylaws and shall hold office for a term of three (3)
years, except as otherwise provided by these Bylaws".
9. Article III, Section 7, paragraph b, delete "by a
vote of the majority of the members in attendance at the
Annual Meeting for a term of three (3) years", insert
"by a plurality vote pursuant to Article VII of these
Bylaws and shall hold office for a term of three (3)
years, except as otherwise provided by these Bylaws".
10. Article III, Section 7, paragraph f, delete entire
paragraph.
Re-letter current paragraph ‘g’ as paragraph ‘f’ and
re-letter current paragraph ‘f ‘as paragraph ‘g’.
11. Article III, Section 9 delete "ten year (10)",
insert "seventeen (17)year".
12. Article III, Section 9, Table 1, line Pres., delete
in column 2008, "X".
13. Article III, Section 9, Table 1, insert new columns
2009 through 2014 with appropriate "X" marks to indicate
expiration of offices.
14. Article VI, Section 1, delete “and approved by a
majority vote of the active members in attendance at the
Annual Meeting”.
15. Article VI, Section 1, 2nd paragraph,
line 2, after “…Directors…” insert “for approval and in
sufficient time”.
16. Article VI, Section 2, Title, after
“…President,…”insert "Executive Vice President,
Secretary, Treasurer and Members-at-Large".
17. Article VI, Section 2, immediately following
"President" insert "Executive Vice President, Secretary,
Treasurer and Members-at-Large"
18. Article VI, Section 5, line 2, immediately following
“…ballot” insert “or the ballot must be made under the
address of the member’s personal email account.”
19. Amendment 1, line 4, delete “reunions”, insert
“reunion years, with the actual expiration of the term
of office to occur on 30 November of the year.”
As Revised 5 March 2008
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