U.S. Naval Academy Alumni Association, Hampton Roads Chapter
Article I - Name
Section 1.1 Organizational Name. The name of this organization shall be the U.S. Naval Academy Alumni Association, Hampton Roads Chapter, with the short name of USNA Hampton Roads, and hereinafter called the "Chapter."
Article II - Mission
Section 2.1 Mission of the Chapter. To serve and support the United States, the Naval Services, the Naval Academy, the Naval Academy Alumni Association and Foundation and its alumni:
By supporting the missions of the Naval Academy, Naval Academy Alumni Association and the Naval Academy Foundation
By seeking out, informing, encouraging and assisting outstanding, qualified young men and women to pursue careers as Officers in the Navy and Marine Corps through the Naval Academy
By supporting Midshipmen and their activities
By initiating and sponsoring activities which will perpetuate the history, traditions, and memories of the Navy and Naval Academy that bind alumni together in support of the highest ideals of command, citizenship and government.
Article III - Membership
Section 3.1 Regular Membership. Regular Members are graduates of the United States Naval Academy (the “Academy”), as well as former Midshipmen who attended but did not graduate from the Academy once the last Member of the Academy class of which they were a Member has graduated, who have applied for Chapter Membership and have been admitted. Regular Members in Good Standing shall have the right to vote at Chapter meetings and to serve on the Board of Directors of the Chapter.
Section 3.2 Associate Membership. Any person having demonstrated active support of the Naval Academy or the Chapter may be admitted as an Associate Member. Admission will be subject to approval by the Membership Chair and payment of dues. The number of Associate Members shall not exceed ten percent (10%) of the number of Regular Members of the current tri-annual census. Associate Members in Good Standing shall be eligible to vote at Chapter meetings but not eligible to serve on the Board of Directors of the Chapter.
Section 3.3 Good Standing. A Member in Good Standing in the Chapter is defined as a Member who is current on any dues that may be required by the Chapter.
Section 3.4 Complimentary Membership. Current Midshipmen from the Chapter’s geographic area whose classes have not yet graduated, are eligible to be Complimentary Members. Additionally, widows or widowers of deceased alumni and spouses of Regular and Associate Members are also eligible to be Complimentary Members. Complimentary Members shall not be eligible to vote or serve on the Board of Directors of the Chapter. However, when selected as a committee member, Complimentary Members gain voting privileges within the committee.
Section 3.5. Honorary Membership. Individuals who have rendered outstanding and conspicuous service to the Naval Service may be invited to become an Honorary Member upon approval of the Board of Directors. The number of Honorary Members shall not exceed ten percent (10%) of the number of Regular Members of the current tri-annual census. Honorary Members shall not be eligible to vote or serve on the Board of Directors of the Chapter.
Section 3.6 Terms and Termination of Membership. Generally, the terms of Membership shall be for one year, three years, or lifetime; provided, however, that: (a) any Member may resign at any time by written notice submitted to the Secretary of the Chapter; (b) any Member may be suspended or expelled for cause, after a hearing, by the affirmative vote of two-thirds (2/3) of the entire Board; (c) any Member who is terminated from the military or federal service of the United States under conditions other than honorable, or who is convicted in a court of law of a crime of moral turpitude, shall be disqualified from Membership or, if a Member, shall be expelled from Membership; and (d) any Member in default in the payment of dues or fees assessed by the Chapter shall be suspended from all privileges of Membership, including in the case of Regular Members, the right to vote, and will be notified of the suspension and deemed to be not in Good Standing. If such payment default is not cured within ninety (90) days after notice of suspension, the Membership of such Member will terminate without further action by the Chapter.
Section 3.7 Annual Meeting. An Annual Meeting of the chapter shall take place in the spring of each year. A quorum for the Annual Meeting is 45 Members in Good Standing and eligible to vote.
Article IV – Board of Directors
Section 4.1 Management and Authorizations. The business and affairs of the Chapter shall be managed under the direction of the Board of Directors (“Board”). The Board is authorized to receive contributions, donations, bequests, and other forms of gifts for the Chapter. The Board is further authorized to receive revenue for the Chapter derived from business operations authorized by the Board.
Section 4.2 Composition of the Board
b. First Vice President,
c. Second Vice President,
f. Chapter Trustee to serve on the USNA Alumni Association Board of Trustees (BOT)
g. Additional Directors, as may be elected from among the Regular Membership, not to exceed a total of eighteen (18) Directors.
h. Past Chapter Presidents and/or Chapter Trustees who are Regular Members in Good Standing, but not currently a Director of the Chapter, serve as non-voting advisors to the Board and may be requested to attend closed meetings of the Board.
Section 4.2a Meetings. The President shall preside at meetings of the Chapter and of the Board.
Section 4.2b First Vice President. The First Vice President shall perform the duties of the President in his/her absence and any other duties as may be assigned by the President. If the President is unable to complete his/her term, the First Vice President shall become President.
Section 4.2c Second Vice President. The Second Vice President shall perform such duties as may be assigned by the President.
Section 4.2d Secretary. The Secretary shall keep a record of the names and addresses of all Members of the Chapter. He/she shall keep a record of all meetings of the Board and of the Chapter and shall prepare and preserve the minutes and notices of all such meetings. He/she shall have such authority in transacting the business of the Chapter as granted by the Board.
Section 4.2e Treasurer. The Treasurer shall receive all dues, fees, gifts and other funds of the Chapter and shall expend, invest or deposit them as directed by the Board. He/she shall prepare for audit a statement of receipts and expenditures and present such statement at the Annual Meeting and at any other time required by the Board.
Section 4.2f Chapter Trustee. The Chapter Trustee to the BOT shall represent and speak for the Chapter at the semi-annual meetings of the BOT each Spring and Fall and shall perform such duties as may be assigned by the Chair of the BOT. The Chapter Board is authorized to elect a Chapter Trustee to sit on the BOT when authorized by the USNA Alumni Association BOT. Qualifications, requirements, and procedures are contained in the USNA Alumni Association Bylaws and Operating Manual.
Section 4.3 Numbers, Qualification, and Continuation in Office of Directors. By the affirmative vote of two-thirds (2/3) of the entire Board, the Chapter may change the number of Directors, provided that no decrease shall affect the tenure in office of any incumbent Director, and provided further that there shall not be fewer than three Directors at all times. Each Director shall be a Regular Member of the Chapter and shall hold office until the earlier of the following occurs: (a) the election and qualification of such Director’s successor, (b) the removal of such Director per Section 5.11, (c) the resignation of such Director per Section 5.12, or (d) the death of such Director.
Article V: Board of Directors
Section 5.1 Election of Directors. Directors shall be elected in conjunction with the Annual Meeting in even numbered calendar years.
Section 5.2 Frequency of Board Meetings. The Board normally shall meet no less frequently than quarterly. The President may call special meetings.
Section 5.3 Quorum. One half (1/2) of the entire Board, including the President or a Vice President, will constitute a quorum to transact ordinary business.
Section 5.4 Majority Rule. Except where otherwise provided for in these bylaws, the Board shall decide questions by a majority vote of those present.
Section 5.5 Action Without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if the required proportion of the entire Board votes to affirm such action. Such votes shall be filed in the minutes of the proceedings of the Board and such action shall have the same force and effect as an in-person vote of the Board.
Section 5.6 Process Governance. The meetings of the Board and of the Chapter shall be conducted in accordance with the rules contained in Roberts Rules of Order Revised except where inconsistent with these Bylaws.
Section 5.7 Nominations. Prior to the Annual Meeting in even-numbered calendar years, the President shall propose a precept for and a Chair of the Nominating Committee to the Board for a confirmative vote. The Chair will select committee members and propose the Nominating Committee to the Board for a confirmative vote. Should the Board not confirm the membership of the Nominating Committee proposed by the Chair, the Nominating Committee shall then be selected by such methods and means as are authorized by the affirmative vote of a majority of the entire Board.
Section 5.7a Coincident with the establishment of the Nominating Committee, the President shall have posted to the Chapter website a call for nominations to the Board. Any Regular Member in Good Standing may propose candidates to the Nominating Committee. The Nominating Committee shall develop its proposed Slate of candidates and present it to the Board. The Board shall vote to confirm the Officer Slate. In the event that one or more Officer nominees fails to gain the approval of the Board, new Officer(s) shall be selected by such methods and means as are authorized by the affirmative vote of a majority of the entire Board. The President shall have posted to the Chapter website the Slate of candidates proposed by the Nominating Committee at least 30 days prior to the election.
Section 5.7b No nominations from the floor will be accepted at the annual meeting. After publication of the Slate, should a Regular Member in Good Standing desire, he or she may nominate additional candidates for Director only, by filing petitions pursuant to guidelines established by the Board and consistent with these bylaws. Petitions must indicate the willingness of the candidate to serve, must comprise at least twenty-five (25) signatures of Regular Members in Good Standing that support and express their intent to vote for the candidate, and must be delivered to the Secretary at least fifteen (15) days prior to the election. After certifying petitions to have met those criteria and confirming the nominee’s eligibility, the Secretary shall add the candidate to the ballot.
Section 5.7c Members may not initiate or submit petition candidacies for Officer positions.
Section 5.7d Candidates for the Board, whether part of the Slate proposed by the Nominating Committee under Section 5.7a or by petition under Section 5.7b, shall be presented to the Membership for election in accordance with Section 5.8a.
Section 5.8 Election by the Membership or Approval by the Board.
Section 5.8 a The names of all candidates proposed as the Director Slate by the Nominating Committee under the provisions of Section 5.7 shall be placed on the ballot and submitted to the Membership for election. If there are no candidates added by petition, the Slate shall be presented to the Membership for affirmative vote. If there are candidates added by petition, and the number of candidates exceeds the authorized number of Directors, the Membership shall vote to elect Directors by ballot. Each voting Member is entitled to cast one vote for an individual candidate and may cast votes for the number of candidates equal to the number of positions on the Board that are open for election.
Section 5.8b The nominated Officers shall be presented individually to the Membership for a confirmative vote. In the event that one or more Officer nominee fails to gain the approval of the Membership, the existing Officer(s) shall continue in place until the next reasonably practical Board meeting, at which time the new Officer(s) shall be elected by the Board.
Section 5.9 Office Terms. All terms of office for Directors will be for two years commencing from the conclusion of the Annual Meeting in even numbered calendar years. The term of office for the Chapter Trustee to the BOT will be for three years commencing with the Spring Meeting of the BOT following their election.
Section 5.10 Election of Chapter Trustee. The Chapter Trustee shall be elected by a majority vote of the Board. Elections are held every three years and the Chapter Trustee may not serve more than two consecutive three-year terms in order to conform to the Bylaws of the USNA Alumni Association.
Section 5.11 Removal. Except as otherwise provided by law, any Director may be removed from office for cause as determined by the affirmative vote of three-fourths (3/4) of the entire Board. Reasonable notice and an opportunity to be heard prior to such removal shall be given to such Director.
Section 5.12 Resignation. Any Director may resign at any time by giving written notice to the President or to the Board. Any such resignation shall take effect on the date of the receipt of such notice, or at any later time specified therein.
Section 5.13 Filling Vacancies. Any vacancy on the Board resulting from removal or resignation may be filled by the affirmative vote of a majority of the remaining Directors.
Article VI: Committees
Section 6.1 Standing Committees and Ad-Hoc Committees. Standing committees and ad-hoc committees may be designated by resolution adopted by the Board. The President shall designate the Chair of each such committee in a resolution to be approved by the Board. Only for the Nominating Committee does the membership of the committee require a resolution to be approved by the Board. Except as otherwise approved by the Board, the Chair of each such committee shall be a Director and members of each such committee shall be Members of the Chapter. At its discretion, the Board may appoint such committees as it deems necessary to carry out the Mission of the Chapter.
Section 6.2 Committee Rules. With the exception of the Nominating Committee, and unless the Board otherwise provides, each committee designated by the Board may make, alter or repeal rules for the conduct of its business, but such rules must be consistent with policies adopted by the Board.
Section 6.3 Service of Committees. The President, after obtaining approval by the affirmative vote of two-thirds (2/3) of the entire Board, shall have the power to remove members of a committee or to dissolve a committee.
Article VII - Dues, Expenditures, Gifts
Section 7.1 Dues. The Membership year shall begin January 1. The Annual Dues shall be set by the Board.
Section 7.2 Gifts. The Board is authorized to accept gifts for purposes within the Mission of the Chapter.
Section 7.3 Expenditures. The Board may authorize expenditures from the funds of the Chapter to fulfill the Mission of the Chapter, within their discretion or as voted by the Membership. Neither the Board nor any Member of the Chapter is authorized, under any circumstances, to obligate the Chapter to make any expenditures in excess of the funds available in the Chapter's treasury.
Article VIII - Miscellaneous
Section 8.1 Best Practices Manual. The Board shall establish a Best Practices Manual (the “Best Practices”) that amplifies the policies and procedures established by these Bylaws. The President shall specify the content of the manual, subject to approval of the Board. The Best Practices Manual is intended to guide the Board and committees of the Board, but neither the Board nor the committees is required to comply with provisions of the Best Practices that conflict with any reasonable interpretation of these bylaws.
Section 8.2 Dissolution. The Chapter may be dissolved upon a vote to such effect by two-thirds of the Members present and eligible to vote at a meeting or special meeting, which has as its purpose or one of its purposes, the consideration of the advisability of dissolving the Chapter. This action must be preceded by 60 days’ notice to hold a vote to dissolve the Chapter.
Section 8.3 Transfer of Assets. In the event of dissolution of the Chapter, the assets of the Chapter, after all obligations have been properly paid, satisfied, discharged or adequate provision made therefor, shall be transferred to the USNA Alumni Association for the use and benefit of the USNA Alumni Association.
Section 8.4 Fiscal Year. The fiscal year of the Chapter shall be July 1 to June 30.
Section 8.5 Chapter Seal. The Chapter seal shall be in such form as may be approved from time to time by the Board.
Section 8.6 Amendment of the Bylaws. The Bylaws of the Chapter may be amended only by the affirmative vote of two-thirds (2/3) of the entire Board.
Section 8.7 Indemnification and Insurance. To the maximum extent permitted by Virginia law in effect from time to time, the Chapter shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to: (a) any individual who is a present or former Director of the Board, or a Member of a Board approved committee and who is made a party to a proceeding by reason of his or her service in that capacity; or (b) any individual who, while a Director of the Board and at the request of the Board, serves or has served as a Director, Officer, partner, or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his or her service in that capacity. The Chapter may, with the approval of the Board, provide such indemnification and advance for expenses to a person who served a predecessor of the Chapter in any of the capacities described in (a) or (b) above and to any employee or agent of the Chapter or a predecessor of the Chapter. Neither the amendment nor repeal of this Section 8.7, nor the adoption or amendment of any other provision of these Bylaws or charter of the Chapter inconsistent with this Section 8.7, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal, or adoption.
Section 8.8 Effective Date. These amended Bylaws were duly ratified and approved by the Board of Directors on October 23, 2019 and supersede and replace all earlier Bylaws of the Chapter.
Adopted on 23 October 2019
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