USS SEMMES DDG-18 ASSOCIATION
Article I Name
The name of the Association is the USS SEMMES DDG-18 ASSOCIATION (hereafter referred to as the “Association”).
Article II Status
Waiting for information. Tom Boyce and Ron Beinhaurs are hopefully working on the legal aspects of gaining non-profit status for the organization.
Article III Purpose
The purpose of the Association is to maintain and promote a strong and cohesive organization comprised of shipmates who have served aboard the USS SEMMES DDG-18. The goal is to foster the spirit of goodwill among its members; to afford opportunities for communication, enjoyment, companionship, recreation and involvement among shipmates; to perpetuate the comradely developed among personnel who have served in the United States Navy; and to preserve the ship’s prominent place in history as a predominate warship in the service of the United States of America.
Article IV Membership
Section 1- Regular Members: All personnel, officer and enlisted, who have served on board the USS SEMMES DDG-18 are eligible for membership as Regular Members. Regular members have full voting rights and are eligible to hold office.
Section 2 – Associate Members: Wives, widows and family members of personnel eligible for regular membership are welcome and eligible for membership as Associate Members. Associate Members do not have any voting rights and cannot hold office.
Section 3 – Honorary Members: The Board of Directors may bestow an Honorary Membership to a person not eligible for Regular or Associate membership status for accomplishments and/or contributions made to the Association.
Section 4 – Lifetime Member: The Board of Directors may establish a Lifetime Member Category along with the criteria for membership and related membership dues. Lifetime members will have regular voting rights and are eligible to hold office.
Section 5 – Dues: With the exception of Honorary Members, all membership categories are required to pay dues as established by the Board of Directors and approved by the Regular Membership of the Association.
Section 6 – Voting Privileges: Only paid up Regular Members may vote
at business meetings.
Section 7 – Non Payment: Members who fail to pay their dues as established by the Board of Directors within 45 days of their renewal date shall be dropped. Reinstatement to the Association will commence with the payment of the membership fee for that calendar year.
Article V Fiscal Year
The Association’s fiscal year will be Jan 1 to Dec 31 for purposes of membership dues and annual financial statements.
Article VI Reunion & Business Meeting
Section 1 – Reunion: A reunion of the Association’s Membership shall be held at a time, place and manner determined by the Board of Directors, not less than once each five years.
Section 2 – Business Meeting: The business meeting of the Association’s Regular Members shall be held at the time of the Association’s reunion and/or at such other times as deemed appropriate by the Board of Directors, not less than once each year. The Board of Directors may also call a business meeting using written, telephonic and/or electronic notification at which time fiduciary matters may be addressed and brought to the attention of the entire membership and/or action taken as deemed appropriate. Such matters may be dealt with via written response, telephonic and/or electronic means.
Section 3 – Business Meeting Purpose: The purpose of this meeting is to act on such matters as may be presented and to elect board members as deemed necessary.
Section 4 – Meeting Order: The conduct of the annual business meeting shall be in accordance with Robert's Rules of Order.
Section 5 – Voting: Except as specified elsewhere in these Bylaws, the majority vote of those Regular Members in attendance shall determine passage of the matters under consideration.
Article VII Board of Directors
Section 1 – Duties: The Board of Directors is charged with the fiduciary responsibilities for the Association’s health and welfare, shall guide the Association’s activities and oversee planning of the Association’s reunions, shall encourage and nurture communications among its members and prospective members, and shall conduct such programs as deemed consistent and appropriate with these Bylaws as outlined below:
Transact the business of the Association
Establish policies governing the affairs of the Association.
Provide for maintenance of records and files; proper care of materials, funds and equipment and payment of legitimate expenses of the Association.
Appoint or nominate officers of the Association and define duties.
Fill vacancies on the Board of Directors.
Ratify actions taken during the interim between formal ship reunions.
Section 2 – Board Composition: The Board of Directors will be comprised of at least six Regular Members elected by the membership and one permanent member (who is the Association’s Web Master).
Section 3 – Terms of Office: The six regular board members are elected for a four year term whereby three members are elected at every reunion meeting. The following will comprise the founding Board of Directors and will establish the election cycle for the board. Effective with the 2004 reunion, President and Treasurer will be appointed to a six year term. Vice President, Secretary and Board#2 for a four year term, and Board#1 to a two year term. This will set a rotation cycle that will insure some continuity in our infant years.
Section 4 – Terms of Office: Members elected to the Board of Directors may serve two four-year consecutive terms before having to be off the board for at least one full year. Board members appointed to fill partial terms are eligible to serve two four-year terms on the board in addition to the appointment to fill a partial term.
Section 5 – Permanent Board Member: A permanent Board position for the Association’s Webmaster is established and shall be appointed by the President of the Board of Directors.
Section 6 – Removal of Board Members: If an elected member of the Board fails to properly fulfill the requirements and obligations of their office or if they were charged with dishonest conduct, that situation shall be brought before the Board of Directors for investigation. The Board of Directors, through the President, shall notify the accused Board member and/or appointed officer or chairman and afford them the opportunity to offer testimony/evidence to disprove the allegations. Should the testimony/evidence or subsequent performance not support continuance in office, the President, with concurrence of the remaining members of the Board of Directors, shall remove that officer or Board member from office. If the President is the object of the allegations, the Vice President shall chair the Board of Director procedures.
Article VIII Board Nominations and Elections
Section 1 – Nomination Committee: The Nominating Committee shall be comprised of no more than three (3) current members of the Board of Directors (whose terms do not immediately expire) and at least three (3) other members at-large who are not currently serving on the Board of Directors
Section 2 –Nomination Procedures: Regular members will be advised of the board opening at least two months prior to the distribution of ballots. Regular members may submit nominations in writing to the Nomination Committee at least one-month before the announced distribution of ballots. All nominations must have the concurring statement of the nominee, signifying willingness to serve and the ability to communicate via electronic media.
Section 3 – Board Elections: Ballots will be developed by the Nomination Committee and distributed to the Regular Membership via written, telephonic or electronic means. Ballots will indicate an appropriate return date. Results will be announced via written, telephonic or electronic means to the Association’s membership.
Article IX Association’s Officers
Section 1 – Officers: The Association’s officers are the President, Vice President, Treasurer, and Secretary.
Section 2 - Election of Officers: Officers are elected by the membership.
Section 3 – Terms of Office: Officers shall serve at least a four-year term or as otherwise established by the Board of Directors.
Article X Duties of Officers
Section 1 – President: The President shall serve as the Association’s chief elected officer; shall be responsible for the conduct of and preside over of all Association business meetings; shall be responsible for providing information to the Association’s membership regarding the financial integrity of the Association; shall make appropriate appointments as outlined in the Bylaws and/or shall make such other committee appointments as deemed appropriate for the Association; shall sign contracts or other documents on behalf of the Association as appropriate; shall perform such other duties and responsibilities commensurate with the position and/or as deemed appropriate by the Board of Directors.
Section 3 – Vice President: The Vice President shall fulfill all duties of the President in the event of the President’s absence and/or incapacity; shall maintain all membership records; prepare membership reports for the Association’s membership; and/or shall perform such other duties and responsibilities as deemed appropriate by the Board of Directors.
Section 4 – Treasurer: The Treasurer shall serve as the Association’s chief elected financial officer; shall be responsible for the financial integrity of the Association; shall be responsible for maintaining all financial records including bank statements and audits; shall be responsible for filing all appropriate financial documentation as required; shall be responsible for all disbursements and related documentation; shall be responsible for receiving membership dues and sending membership cards (acknowledgement receipt) and communicating membership status to the Vice President; shall be responsible for communicating with the President and the Board of Directors on a monthly basis the financial status of the Association including a balance sheet and membership status report; shall communicate the Association’s financial status at least once per year to the membership; shall be responsible for the handling of all funds and maintaining all appropriate records related to the Association’s ship’s store and/or fundraising endeavors; shall provide at least once annually a financial report to the Association’s membership using written, telephonic and/or electronic means; shall oversee fundraising and/or other related financial development programs on behalf of the Association; shall oversee a financial audit as deemed appropriate by the Board of Directors; shall maintain all financial records and documentation and/or oversee such other financial matters as prescribed by the Board of Directors and/or file all necessary financial reports as may be required by other appropriate financial/legal authorities/agencies.
Section 4 – Secretary: The Secretary is responsible for maintaining all records of the Association other than financial records; shall document all Board of Director Meetings, business meetings and reunions; shall provide written minutes and reports to the Board of Directors and to the membership using written, telephonic and/or electronic means; shall respond to appropriate correspondence; and shall conduct such other business on behalf of the Association as deemed appropriate by the Board of Directors.
Article XI Special Administrative Positions
Section 1 – Special Administrative Positions: The Board of Directors has established two key administrative functions: the Association’s Webmaster and the Association’s Historian.
Section 2 – Webmaster: The Webmaster shall maintain the Association’s web site along with maintaining all Association electronic records and electronic membership lists of the USS SEMMES DDG-18 web site in accordance with usage policies established by the Board of Directors. The Webmaster serves as a permanent member on the Board of Directors.
Section 3 – Historian: The Association’s Historian shall collect and maintain historical materials, information and artifacts of the USS SEMMES and the Association, compile a narrative of the ship's history, and maintain appropriate written materials, photographs and records related to the ship’s reunions.
Article XII Committees
Section 1 – Standing Committee: The Association will have two standing committees being the Board of Directors and the Nomination Committee.
Section 2 – With the approval of the Board of Directors, the President may appoint from time to time such other committees appropriate for carrying out the business of the Association. Such committees will serve at the discretion of the Board of Directors and for a period not to exceed guidelines established by the Board of Directors. All committee activities and/or recommended actions must be approved by the Board of Directors.
Section 3 – Reunion Chairman/Committee: The Reunion Chairman shall be appointed by the President with concurrence of the Board of Directors. The Reunion Chairman shall be appointed shortly after the location of a reunion is selected by the membership. The period of their responsibilities shall run from the date of appointment until all accounts are settled following the hosting of the reunion. The Reunion Chairman shall, with the concurrence of the President and the Board of Directors, evaluate and select hotel facilities; arrange for banquets, receptions and ceremonies; set up and stock the hospitality suite; arrange for the display of Association and USS SEMMES artifacts; and arrange optional tours and activities. The Reunion Chairman, in concert with the Association President and the approval of the Board of Directors, may establish a committee to assist with the hosting of the scheduled reunion of the USS SEMMES (DDG-18).
Article XIII Newsletter
An Association newsletter, STRIKER 18 NEWS shall be established and will be published at least twice per year or at such greater frequency as deemed appropriate by the Board of Directors. The distribution of this newsletter will be via written, telephonic and/or electronic means. Distribution shall be made to all Regular, Associate, Honorary, Life Members, widows of deceased members, and such others as the Board of Directors may deem appropriate. Distribution will be suspended to Regular Members whose membership (payment of membership dues) is not current.
Article XIV Financial Audit
Section 1 – Audit Personnel: The Association’s President, with the approval of the Board of Directors, will appoint two regular members, not serving on the Board of Directors, with financial and/or association management backgrounds to serve as the Association’s auditors.
Section 2 – Audit Frequency: A financial audit shall be conducted annually with the audit findings submitted to the Board of Directors and subsequently a formal report made to the Association’s membership.
Article XV – Compensation of Directors or Officers
No director or officer of the Association, shall receive, directly or indirectly, any salary or emolument from such corporation, either as such officer or director or in any other capacity, unless authorized by the Bylaws of the organization, or by the concurring vote of two-thirds of all the directors.
Article XVI – Indemnification
The Association may, by resolution of the Board of Directors, provide for indemnification by the Association of any and all of its directors or officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of having been directors or a director of office of the Association, except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence, or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.
Article XVII – Dissolution
No part of the net earnings of this nonprofit corporation will ever inure to the benefit of any donor, member, director or office of the nonprofit corporation or any private individual and no donor, member, director or officer of the nonprofit corporation or any private individual will be entitled to share in the distribution of any of the nonprofit corporate assets. Upon dissolution, any assets or debts of the corporation must be distributed to one or more organizations recognized by the Internal Revenue Service as a 501(c) 3 with purposes similar to those outlined in Article III and these bylaws willing to accept the assets or debts.
Article XVIII – Amendment of Bylaws
Section 1 – Amendments: These Association Bylaws may be amended at any subsequent business meeting by at least two-thirds of the Regular Members in attendance.
Section 2 – Process: All proposed amendments and reasons therefore shall be submitted to the Board of Directors at least 60 days prior to a business meeting and will be posted on the Association’s web site and/or communicated to the membership by written, telephonic or electronic means at least thirty days prior to the business meeting.
Proposed (July 2004)
Adopted (July 2004)
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