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By-Laws
of
U.S. Naval Academy Alumni Association of
Philadelphia
Adopted: June 10, 1987
Amended: July 1, 2002
Article I
Name
1. The corporate name of this organization, incorporated as a
nonprofit corporation in the Commonwealth of Pennsylvania on November 12, 1986,
is U.S. Naval Academy Alumni Association of Philadelphia, hereinafter
referred to as the "Association" or "Corporation".
2. The location and post office address of the registered
office of the Corporation is U.S. Naval Academy Alumni Association of
Philadelphia, 505 S. Lenola Road, Morrestown, NJ 08057.
3. The corporate seal shall have inscribed the name of the
Corporation, the year of its incorporation, which is 1986, and the words
CORPORATE SEAL PENNSYLVANIA.
Article II
Mission
To serve and support the United States, the Naval Service and the Naval Academy
by furthering the highest standards of the Naval Academy by:
1. Initiating and sponsoring activities which will perpetuate the history,
traditions, memories, and growth of the Naval Academy and bind alumni together
in support of the highest ideals of command, citizenship, and government.
2. Seeking out, informing, encouraging, and assisting outstanding, qualified,
young men and women to pursue careers as Officers in the Naval and Marine Corps
through the Naval Academy.
Article III
Membership
1. Regular Members -Any person who has been sworn
in as a Midshipman for the full and regular course prescribed by the Academic
Board for his class at the United States Naval Academy, whose service has
not been terminated under other than honorable conditions shall be eligible
for Regular Membership without election, in the U.S. Naval Academy Alumni
Association of Philadelphia. Regular Membership is obtained by meeting the
eligibility requirements and by submitting to the Treasurer a Membership Application
along with dues for the current year. Loss of Membership occurs when dues
are unpaid for longer than 90 days.
2. Associate Members - Associate Membership is
obtained by meeting one of the below eligibility requirements and by submitting
to the Treasurer a Membership Application along with dues for the current
year. Loss of Membership occurs when dues are unpaid for longer than 90 days.
Eligibility requirements for an Associate member:
- Any commissioned officer of the Naval or Marine Corps Service of
the United States holding the rank of Ensign, Second Lieutenant or above,
OR,
- Individuals who are the parents or legal guardian of a U.S. Naval
Academy Midshipman or Alumni, OR,
- Individuals who are acquaintances of U.S. Naval Academy Alumni
and are interested in participating in the activities of the Association
3. Honorary Members -Individuals who have rendered
outstanding and conspicuous service to the Naval Service shall be eligible
for Honorary Membership in the association. Individuals may be elected to
Honorary Membership by a two-thirds favorable vote of the board members in
attendance at a regularly scheduled board meeting. Honorary Members may choose
to pay annual dues if they desire to receive all mailings, but, dues are not
required to maintain Honorary Membership status.
Article IV
Voting Rights and Benefits
1. Regular and Associate Memberships require the
payment of dues to maintain the membership in Good Standing. Loss of good
standing occurs when dues are unpaid longer than 45 days.
2. Regular Members are encouraged to attend all regular
and special meetings, will receive all mailings of the Association, may hold
office, serve as a Director, serve as a Trustee, and may vote on any
matter brought before the membership as long as they have good standing.
3. Associate Members and Honorary Members are
welcome at all regular or special meetings of the general membership and will
receive all mailings of the Association. With the exception of Appointed
Directors described later, Associate and Honorary Members may not be elected as
an Officer, Director or Trustee and may NOT vote on any
matter.
Article V
Directors and Officers
1. The Officers of the Association shall be a
President, Membership Vice President, Events Vice President, Information Technology
Vice President, Secretary and Treasurer.
2. The Board of Directors, hereafter referred
to as the Board, shall consist of the six elected Officers of the Association,
up to eighteen (18) Directors elected from the Regular Members, and as many
as six (6) Directors appointed by the Board of Directors from any category
of members. Their term of office shall be as described in Article X.
3. The Chairman of the Board shall be elected
yearly by the Board at the first meeting of the Board following the Regular
Annual Meeting. He shall preside at all Board Meetings. He shall be a member
of the Executive Committee.
4. The Trustees shall be two in number; namely
a Principal and Alternate. In order to maintain continuity, at least one Trustee
should attend the meetings of the U.S. Naval Academy Alumni Association, Inc.,
in Annapolis. In any case keep both should keep themselves well informed of
the business conducted at these meetings. If both Trustees are unable to attend
the meeting, the President shall appoint a member to attend and represent
the Association. A Trustee automatically becomes a Director when elected if
not already a Director.
Article VI
Duties of Officers
1. The President shall:
(a) Preside at meetings of the Board in the absence of the Chairman.
(b) Preside at all meetings of the Association.
(c) Be a member of the Executive Committee and an ex-officio member of all
committees (except the Nominating Committee) both standing and special.
(d) Hold the several Officers and Committee Chairmen responsible for the activities
of the Association entrusted to them.
(e) Meetings of the Board shall be called by the President or by a majority
of the Board as deemed necessary.
(f) Represent the Association whenever and wherever appropriate except where
this function is specifically assigned to others, such as the Trustees.
(g) Sign official documents and papers of the Association, as appropriate.
(h) Perform such other duties as are usually attached to the office of President.
2. The Membership Vice President (VP) shall have all the powers
and perform all the duties of the President in the absence of the latter.
The Membership VP shall:
(a) Be the Chairman of the Membership Committee
(b) Be the Chairman of the Nominating Committee
(c) Be the Chairman of the Sunshine Committee.
(d) Be a member of the Executive Committee.
3. The Events Vice President (VP) is the third officer in line.
The Events VP shall:
(a) Be the Chairman of the Program Committee.
(b) Be a member of the Executive Committee.
4. The Information Technology Vice President (VP) shall be appointed
by the Board for a two year term.
The Information Technology VP shall:
(a) Manage the Chapter Web page content.
(b) Manage the Chapter email services.
(c) Manage the Chapter Membership database .
(d) Manage any Information Technology related issues.
(e) Be a member of the Executive Committee.
5. The Secretary shall:
(a) Keep and maintain a record of the Board Meetings.
(b) Be a member of the Executive Committees.
6. The Treasurer shall:
(a) Collect and keep records of all monies received and disbursed by the
Association.
(b) Disburse and pay all obligations of the Association as authorized by the
Board of Directors or by the Executive Committee. Only the Board of Directors
and Executive Committee have the authority to incur obligations on behalf
of the Association.
(c) Present a report on the financial condition of the Association at all
meetings of the Board, at the Annual Business Meeting of the Association,
and at other meetings, as appropriate.
(d) Be a member of the Membership, Nominating and Executive Committees.
Article VII
Committees
1. The Executive Committee shall consist of the Chairman of
the Board and all Officers of the Association.
(a) The Executive Committee is empowered to act for the Board of Directors
on matters that may arise outside of a regularly scheduled Board meetings.
(b) A majority vote of the Executive Committee is required prior to acting
upon any motions.
(c) The Executive Committee shall report the facts and action taken to the
Board of Directors at the next Board Meeting.
2. The Membership Committee shall consist of the Membership VP,
Treasurer and any volunteers from the General Membership.
(a) The Membership VP shall act as the Chairman of the Committee and solicit
volunteers for the Committee.
(e) The Committee shall maintain an up-to-date roster of Members in Good Standing.
(b) The Committee shall conduct the membership recruiting for the Association.
(c) The Committee shall recommend for approval by the Board, the amount of
the annual dues.
(d) The Committee shall organize a campaign for collection of annual dues.
3. The Program Committee shall consist the Events VP and Members
volunteering to Chair specific events during the year.
(a) The Events VP shall act as the Chairman of the Committee and solicit
volunteers to run events throughout the year.
(b) The Committee should meet at least once a year to plan the next 12 months
of events.
(c) The Events VP is responsible for disseminating a schedule of upcoming
events frequently to the General Members.
(d) The Chairman of each Event is responsible for planning, organizing and
promoting the Event they are Chairing.
(e) The Events VP should assist the Chairman of each Event as much as possible.
This includes, but not limited to, promoting the event and soliciting volunteers
for the event.
4. The Nominating Committee shall be Chaired by the Membership
VP and consist of the Treasurer and three Elected Directors having at least
one year to serve.
(a) Each year, the Committee shall solicit nominations for the Board from
the General Membership.
(b) The Treasurer shall verify all nominations are Members in Good Standing.
(b) The Committee shall submit a slate of candidates to the Board for approval.
(d) The Board will approve the final nominations for election by the General
Membership.
5. The Sunshine Committee shall be Chaired by the Membership VP
and consist of volunteers from the General Membership.
(a) On behalf of the Association, the Committee shall on a best efforts
basis send cards to members who are sick and to the survivors of members who
die.
Article VIII
Meetings
1. An Annual Business Meeting of the Association shall be held each
year for the purpose of nominating Officers, Directors and Trustees, and for
transacting of such other business as shall be placed before the General Membership.
2. Additional meetings developed around programs designed to further the purposes
of the association shall be held as often as practical.
Article IX
Amendments
1. Amendments to the Constitution and By-Laws may be proposed by the Board
of Directors or by not fewer than ten Regular Members of the Association. The
proposed amendments shall be submitted to the members with a ballot therefore.
2. In order to become effective, the proposed amendments shall receive a favorable
vote from not fewer than two-thirds of the members in good standing who vote.
Article X
Election of Officers, Directors, Trustees,and Appointment of Directors
1. Elected Officials
(a) The President, Membership VP, Events VP, Secretary
and Treasurer shall be nominated at the Annual Business Meeting and
elected for a term of office of one year via Mail or eMail from the
Regular Members in Good Standing.
(b) Up to eighteen (18) Elected Directors shall be elected for a term
of office of two years. On a best effort attempt, one half of the Elected
Directors shall be elected in the odd numbered years and the other one-half
in the even numbered years. The Elected Directors shall be chosen from the
Regular Members and be nominated at the Annual Business Meeting and elected
for a term of office of two years via Mail or eMail from the Regular
Members in Good Standing.
(c) A Trustee shall be elected to serve for a period of four years,
the first two of which he is the Alternate Trustee and the second two
years he is the Principal Trustee. Both Alternate and Principal Trustees
are automatically Directors as well. If not a Director at the time of election,
they shall serve as ex officio Directors until completion of their terms as
Trustees. The Elected Trustees shall be chosen from the Regular Members and
be nominated at the Annual Business Meeting and elected for a term of office
of four years via Mail or eMail from the Regular Members in Good Standing.
2. Board Appointed Officials
(a) The Chairman of the Board shall be appointed yearly by the
Board at the first meeting of the Board following the Regular Annual Meeting.
The Chairman of the Board must be a Regular Member in Good Standing. He shall
preside at all Board Meetings. If not a Director at the time of appointment
, he shall serve as ex officio Director. He shall be a member of the Executive
Committee.
(b) Information Technology VP shall be appointed by the Board at the
first meeting of the Board following the Regular Annual Meeting. He shall
serve as ex officio Officer. The Information Technology VP may vote
on matters brought before the Board. The appointment is for a two year term
and can be withdrawn by the Board at anytime.
(c) Appointed Directors - As many as six (6) Appointed Directors may
be appointed by the Board of Directors from any category of members in good
standing. The intent is to take advantage of persons in positions or with
the desire to be of special or unique assistance to the Association. The Appointed
Director may vote on matters brought before the Board. The appointment
is for a one year term and can be withdrawn by the Board at anytime.
(d) "Directors Emeritus" - to serve out one's time, retired from active
service, but retaining one's rank or title.
(1) A Director Emeritus will be appointed by the Elected Directors and
Officers.
(2) A Director Emeritus will be appointed for Life.
(3) A Director Emeritus will have the rights and responsibilities of an
Elected Director.