BY-LAWS
ARTICLE I – CORPORATE POWERS
Section 1. Express Powers. The Corporation shall have all powers – expressly set forth in the provisions of Art. 23 (Md. Code 1957) as included from time to time, except as hereinafter limited by these by-laws and provided that such powers are not repugnant to the purposes of this corporation as expressed in the Corporate Charter.
Section 2. Implied Power. The Corporation may do all acts and things necessary, convenient or expedient to carry out the purposes for which it was formed subject to limitations imposed by law, these By-Laws, and the Corporate Charter.
ARTICLE II – MEMBERSHIP
Section 1. Automatic Members – Membership in the Corporation shall be automatic for those persons who graduated from the U.S. Naval Academy in the Class of 1972, and for all other persons who were members of the Association of the Class of 1972, United States Naval Academy, at the time of the incorporation of that association. Anyone who was, at anytime, a member of the class is eligible for membership.
Section 2. Membership in the Corporation is available to any person entitled to Automatic member- ship, section 1 above. A person may request membership by application for admission duly filed in writing to any member of the Board of Directors of this Corporation. Such application for admission shall be considered by the Board of Directors at any meeting duly called under the provisions of these By-Laws. The Board shall vote by a majority of the members present to approve or reject such applicants provided that no application for admission shall be considered from any applicant who has been separated from any of the Armed Forces of the United States under other than honorable conditions, or who has been duly convicted of a felony under the laws of the United States, a State or the laws of any foreign country unless and until the Board determines that in view of the evidence submitted by such applicant, such separation or such conviction should not bar membership in the Corporation, The Board shall notify the applicant applying under the provisions of this section as to the disposition of his application within 90 days from the date the Board acts on such application.
In the event that the Board rejects any applicant for admission, the said applicant may not be re-considered for membership within six (6) months from the date following the Board meeting at which such application was rejected. In the event an applicant is three times rejected, for membership by the Board, he shall be forever barred from consideration for future membership in the Corporation.
Section 3. Honorary Membership:
Upon the nomination of any person deemed worthy of an Honorary Membership in the Corporation by any member of the Corporation, the Board shall consider such nomination at its next meeting called pursuant to these By-Laws and shall upon a concurring vote of 2/3 of its members present award such candidate an Honorary Membership in the Corporation; Provided that such Honorary Membership shall not be deemed final unless and until the action of the Board is ratified by 2/3 of the membership present at the next annual meeting.
ARTICLE III – ANNAPOLIS AREA
Section 1. Definition. The term Annapolis area, as used herein is defined as including the area of Baltimore, Annapolis, and the District of Columbia and all intermediate areas within a radius distance
of (100) one hundred miles from the Zero marker, of Chapel Dome. (A controversy arising from the definition of the Annapolis area shall be resolved by the Board of Directors, and the decision rendered by the Board in the matter shall be final and binding.)
Section 2. Definition. The term company as used herein is defined as one of the thirty-six organizational units of the same name at the U.S. Naval Academy from which members of the corporation were assigned for their academic tenure.
ARTICLE IV- OFFICERS
Section 1. The officers of the Corporation shall consist (a) President, (b) Executive Vice-President, (c) Secretary, (d) Treasurer, (e) Vice-President for Alumni Affairs, (f) Vice-President for Class Affairs, (g) Vice-President for Brigade Sponsorship, (h) Vice-President for Fleet Support, (i) Class Web-Master, (j) Class Historian, (k) the Vice-President-at-Large, (l) the thirty-six Company Representatives, and (m) Chairman of the next 5-year Reunion Planning Committee.
Section 2. Class Board of Directors; The Board of Directors, as used throughout these by-laws, shall consist of the following officers of the Corporation:
Officers (a) through (k) in section 1, and the Special Advisor to the President, as defined in section IV.8.(e).
Section 3. Responsibility. The responsibility for the management of the affairs of the Corporation shall be vested primarily in the Board of Directors.
Section 4. Duties and qualifications of the President.
The President:
(a) shall be a member of the Corporation
(b) shall reside within the Annapolis Area
(c) shall be elected by a plurality vote pursuant to Article VII of the By-Laws and shall hold office for a term of five (5) years, except as provided hereinafter by these By-Laws
(d) shall not be eligible to succeed himself
(e) shall provide general supervision of the affairs of the Corporation
(f) shall direct the meetings of the Board and of the membership when present at such meetings
(g) shall be authorized to sign all instruments necessary or expedient to the management of the Corporation
(h) shall have the power to originate all committees which are deemed necessary by him in carrying out the functions of his office or the office of any member of the Board
(i) shall have the power to nominate any member who fulfills the necessary requirements as set forth herein to fill any vacancy or vacancies which occur in the Board during his term of office, which nomination shall be presented to the Board and the Board shall vote on such nomination, and upon acceptance by a majority, such person shall be named to fill such vacancy for the duration of the term of the office vacated. If the nomination shall be rejected by the Board, the President shall offer additional nominations until the vacancy is filled by a nominee acceptable to the Board in the manner set forth herein.
Section 5. Duties and qualifications of the Executive Vice-President
The Executive Vice-President:
(a) shall be a member of the Corporation
(b) shall reside within the Annapolis Area
(c) shall be elected by a plurality vote pursuant to Article VII of these By-Laws and shall hold office for a term of five (5) years, except as hereinafter provided by these By-Laws
(d) shall not succeed himself
(e) shall serve as President if the president cannot serve in all duties of the President
(f) shall have all the powers vested in the President in the absence of or in the event of a vacancy or in the case of incapacity of the President
(g) shall succeed to the office of the President in the event of a vacancy occurring in that office; Provided that in such event the Executive Vice-President shall be limited by the remaining term of his elected office, at which time an election will be held for the new President.
(h) shall have the duty of overseeing the thirty-six Company Representatives in pursuit of their duties as outlined in section 9. )
(i) shall be responsible for maintaining a roster of the members of the Corporation
Section 6. Duties and Qualifications of the Secretary.
The Secretary:
(a) shall be a member of the Corporation
(b) shall reside within the Annapolis Area
(c) shall be elected by a vote of the majority of the members in attendance at the election meeting for a term of five (5) years
(d) shall be eligible to succeed himself
(e) shall be responsible for the general administrative functions of the Corporation as set forth in these By-Laws
(f) shall retain custody of the Corporate Seal (Class Crest)
(g) shall temporarily succeed to the office of Executive Vice-President in the event of a vacancy occurring in that office until such time as a successor is appointed in that office; Provided that in the event that the offices of President and Executive Vice-President are vacant during the same period, the Secretary shall succeed directly to the office of President to serve in that office for the remainder of the term of his elected office and shall have all the powers and shall assume all duties of that office.
(h) shall be the primary correspondent for class news, information and publications.
Section 7, Duties and Qualifications The Treasurer:
(a) shall be a member of the Corporation
(b) shall reside within the Annapolis Area
(c) shall be elected by a vote of the majority of the members in attendance at the election meeting for a term of five (5) years
(d) shall be eligible to succeed himself;
(e) shall be responsible for the general financial activity of the Corporation as set forth in the Certificate of Incorporation and in these By-Laws
(f) shall maintain accurate and current records of the funds of the Corporation, which record shall be presented on demand of the President, Executive Vice-President, or Secretary, or upon written demand of any five (5) members of the Corporation
(g) shall advise the Corporation as to the financial status of the Corporation
(h) shall cause state and/or federal annual income tax reports to be filed annually with the respective state and federal government as necessary
(i) shall present a written Treasurer’s Report on the status of all funds to the Board on 1 July each year.
Section 8, Duties and Qualifications of additional members of the board
Additional Members of the Board as listed as (e) through (k) in Section 1:
(a) shall be members of the Corporation
(b) should reside within the Annapolis Area
(c) shall be elected by a vote of the majority of the members in attendance at the election meeting for a term of five (5) years
(d) shall be eligible to succeed themselves
(e) shall perform such duties and functions as are assigned by the President or the Executive Vice-President acting in the capacity of the President.
The Special Advisor to the President shall be a position offered first to the out-going President.
If the outgoing President does not desire to serve in this position, the President may nominate any member of the class to serve as Special Advisor. The Board will confirm the nomination with a plurality vote. The Special Advisor is a voting member of the Class Board of Directors.
Section 9. Duties and Qualifications of the Company Representatives:
Each company as set forth in Article II Section 2 will choose one Company Representative by a method determined in each individual company. An alternate Company Representative will be chosen in the same manner. Names and addresses of both the Representatives will be forwarded to the Board of Directors. The term of office will be five (5) years commencing on 7 June 2003.
Company Representatives:
(a) shall act as a direct link between the members of the class and Board of Directors
(b) shall facilitate inter-company communications within their respective companies
(c) shall keep the Board of Directors informed of the permanent addresses, and e-mail addresses of his company-mates
(d) shall forward to the Executive Vice-President any address corrections received from members of his company
(e) shall forward to the Board of Directors any other news received including marriage plans, deaths, and sons/daughters, grandsons/grand-daughters attending the Naval Academy
(f) shall pass down news and information promulgated by the Board of Directors
(g) If a Company Representative no longer desires the responsibility of his position; or if the members of the company represented so vote, the company will elect a new company representative. In the absence of any Company Representative, the Executive Vice-President will hold a company election via e-mail.
(h) shall be eligible to succeed themselves
ARTICLE V—CORPORATE MEETINGS
Section 1. Annual Meeting
The annual meeting of the Corporation shall normally be held on the Thursday preceding Homecoming (or Reunion) Weekend of each year; however, this date may be altered by the Board of Directors, when in the discretion of the Board such date is not deemed appropriate or expedient, provided
There shall be an annual meeting on each succeeding calendar year.
Section 2. Special Meeting
Special meetings of the members of the Corporation in the Annapolis area may be held at such time and at such place as the Board of Directors shall determine or upon a petition submitted to the
Board and signed by not less than fifteen (15) members of the Corporation residing within the Annapolis Area.
Section 3. Notice of Meetings.
Notice of the annual meeting shall be announced by the Secretary not less than two (2) months preceding the date set for such meeting, via the class e-mail directory, list-server and Class web-page. Any Corporate members may attend the Annual Meeting.
Section 4, Business Quorum.
A business quorum for the purposes of conducting an annual meeting shall consist of no less than twenty (20) members of the Corporation.
Section 5. Order of Business.
The order of business at any meeting of the Corporation shall be determined by the corporate officer presiding at such meeting, but shall, insofar as practicable, conform to standard parliamentary procedure.
Section 6. Voting Power.
Each member present shall be entitled to one (1) vote at any meeting of the Corporation except as provided in Section 7 of this article. Each member of the Corporation is entitled to one (l) 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.
A member of the Corporation may grant in writing to another member of the Corporation the power to cast his vote by proxy. Such power of proxy shall be authenticated by the Board of Directors prior to any vote by such member in the exercise of such proxy.
ARTICLE VI—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.
Section 2. Notice. Notice of the time and place or the meetings of the Board shall be given by the President at least ten (10) 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.
ARTICLE VII–NOMINATION AND ELECTION OF PRESIDENT, EXECUTIVE VICE-PRESIDENT, AND OTHER MEMBERS OF THE BOARD OF DIRECTORS
Section 1. Nomination Committee- Duties and Qualifications. The nominating committee for The Class Board of Directors shall consist of five (5) members and shall be appointed by the Board and approved by a majority vote of the members in attendance at the Annual Meeting in the year immediately preceding the expiration of the term of the incumbent President, Executive Vice-President, and other Members of the Board of Directors. This committee shall report the nominees in number not to exceed-three (3) for each office to the Board of Directors prior to 1 March to allow the Secretary to publish the list of nominees in the May issue of SHIPMATE.
Section 2. President. Nominations for the office of President-of the Corporation shall be by either of the following methods:
(a) Written petition by twenty-five (25) members of the Corporation or,
(b) Selection by the nominating committee as provided above.
Section 3. Elections
The President, Executive-Vice-president, and other Members of the Board of Directors shall be elected in accordance with these By-Laws by the members of the Corporation as hereinafter provided.
Section 4. The ballot for President, Executive Vice-President, and other Members of the Board of Directors shall contain the names of all nominees in alphabetical order according to office, without distinction as to the method of nomination. Elections will be conducted by email using the class email directory, list-server, and class web-site. The election will be administered by the Class Secretary.
Section 5. A plurality of the votes cast shall elect.
Section 6. In case of a tie vote, the election shall be decided by lot.
ARTICLE VIII VOTING SUBJECTS
Section 1. Membership Vote The Board of Directors members shall submit to a vote any subject required for corporate business under the provision of these by-laws.
Section 2. Mandatory Voting Subjects The Board of Directors shall submit to a vote of the members of the Corporation the subject matters of any petition signed by not less than twenty members of the Corporation. Petitions of the membership at the Annual Meeting by the board, provided that the subject matter does not in the opinion of the petitioners require immediate action in which case the subject matter of the petition shall be submitted to the members of the Corporation by email.
Section 3. Vote to Carry Proposition. Except as otherwise provided in these By-Laws, an email vote of the members shall be determined in accordance with the plurality of those responding.
ARTICLE X – CORPORATE FUNDS
Section 1. Method of Appropriating Funds.
A majority of the Board of Directors shall be required to appropriate funds of the Corporation; provided that no funds shall be appropriated by the Board where the method of appropriation is contrary to the purposes of Corporation as set forth in the Corporate Charter.
Section 2. Expenditures
Funds for normal operating expenditures other than investments may be expended by a majority vote of the Board of Directors. Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any member of the Corporation or to a person for services actually performed for the Corporation – where such services are of a nature which normally require remuneration. .
Section 3. Annual Budget
The Board of Directors may pass an annual budget which allows for approval of funds within the constraints of that budget.
ARTICLE XI – AMENDING PROCESSES
Section 1. Amendment of the Charter.
The Corporate Charter may be amended as determined by an e-mail vote or 2/3 of the responding members of the Corporation, upon a petition to the Board of Directors signed by thirty (30) members of the Corporation, or five (5) percent of the members, whichever is the lesser number. Such petition shall set forth the particular portion of the charter to be amended and the portion of the charter as proposed to be amended. The Board of Directors shall cause the subject matter of the petition to be e-mailed to each member for the purposes of voting on the proposal within sixty (60) days after receipt of such petition. In the event an Annual Meeting occurs prior to the e-mailing of the petition, the Board may, in the alternative, present the proposed amendment to a vote of the members present at the Annual Meeting, and upon a concurring vote of 2/3 of those present, the amendment shall be adopted; provided that each petitioner, whether present or not shall be counted as voting for the amendment in determining the issue.
Section 2. Amendment of By-Laws. Except as provided herein, the By-Laws may be amended as determined by a 3/4 vote of the Board of Directors or in the manner provided herein for amendment of the Charter except that in this latter instance only twenty (20) members of the Corporation need petition for such amendment.
