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By-laws

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 - Membership

Section 2.1 Membership Requirements.  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 have the right to vote, to hold office, to serve as Directors and shall pay dues.  In order to maintain a strong and vibrant organization, the Chapter may from time to time establish additional classes of membership with criteria for such classes of membership and approval of individual members to be determined by the Board of Directors.

 

Section 2.2 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 2.3  Regular Members’ Voting Rights.  Each regular member in good standing shall be entitled to one vote for each Officer and Director and one vote on any resolution presented to the members at any regular or special meeting. 


Article III – Board of Directors 

Section 3.1    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 3.2    Composition of the Board  
a. President,
b. First Vice President, 
c. Second Vice President, 
d. Secretary, 
e. Treasurer, 
f.  Chapter Trustee to serve on the USNA Alumni Association Board of Trustees (BOT)
g. Chairman of Committees as may be established, and such others, 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 as “ex officio”, non-voting members

 

Section 3.2a    Meetings.  The President shall preside at meetings of the Chapter and of the Board. 

 

Section 3.2b    First Vice President.  The First Vice President shall perform the duties of the President in his/her absence and shall serve as Chairman of the Membership Committee 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 3.2c  Second Vice President.  The Second Vice President shall serve as Chairman of the Events Committee and perform such duties as may be assigned by the President. 

 

Section 3.2d    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 3.2e  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 3.2f  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 Chairman 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 3.3    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.  Each Director 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 4.10, (c) the resignation of such Director per Section 4.11, or (d) the death of such Director.


Article IV: Board Meetings and Voting

Section 4.1    Election of Directors.  Directors shall be elected at the Annual Meeting of even numbered calendar years.  An Annual Meeting of the chapter shall take place in the spring of each year.

 

Section 4.2    Frequency of Board Meetings.  The Board normally shall meet quarterly. The President may call special meetings. 

 

Section 4.3    Quorum.  Any three Directors, one of whom shall be the President or a Vice President, will constitute a quorum to transact ordinary business.

 

Section 4.4    Majority Rule.  The Board shall decide questions by a majority vote of those present.  In case of a tie vote, the presiding officer's vote shall be the deciding one.

 

Section 4.5    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 4.6    Nominating Committee.  Prior to the Annual Meeting in even numbered calendar years, the President shall appoint a Nominating Committee charged with the task of proposing a slate of qualified members to serve on the Board commencing at the end of the forthcoming Annual Meeting. The slate will include the nominees for President, First Vice President, Second Vice President, Secretary, Treasurer, and other Directors. (See Article IV, Section 4.9 regarding the Chapter Trustee's assumption of office). 

 

Section 4.7  Nominations.  Names of candidates may be suggested by any regular member in good standing in writing to the Nominating Committee.  The President shall have posted on the Chapter website a list of all nominated candidates at least two weeks prior to the election.  Additional nominations may be made from the floor at the Annual Meeting, provided that the nominee has previously expressed a willingness to serve, if so elected.  The slate of names of candidates for the foregoing Directors will be presented to the members of the Chapter at the Annual Meeting in even numbered calendar years.

 

Section 4.8    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 of the Chapter Trustee to the BOT will be for three years commencing with the Spring Meeting of the BOT following their election.

 

Section 4.9    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 4.10   Filling Vacancies.  Any vacancy occurring in the Board may be filled by the affirmative vote of a majority of the remaining Directors.

 

Article V: Committees

Section 5.1    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 members of each such committee in a resolution to be approved by the Board.  Except as otherwise provided in such designating resolution or other resolution, and approved by the Board, the Chair of each such committee shall be a Director and members of each such committee shall be regular 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 5.2    Committee Rules. 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 5.3    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.  The Board shall have the power, by the affirmative vote of two-thirds (2/3) of the entire Board, to dissolve a committee.


Article VI - Dues, Expenditures, Gifts 

Section 6.1   Dues.  The membership year shall begin January 1.  The Annual Dues shall be set by the Board of Directors. 

 

Section 6.2    Gifts.  The Board is authorized to accept gifts for purposes within the Mission of the Chapter. 

 

Section 6.3    Expenditures.  The Board of Directors 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 or 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 VII - Miscellaneous
Section 7.1   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 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 7.2    Dissolution.  The Chapter may be dissolved upon a vote to such effect by two-thirds of the members present 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 7.3   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 7.4    Fiscal Year.  The fiscal year of the Chapter shall be the calendar year or such other period as may be fixed by the Board.


Section 7.5    Chapter Seal.  The Chapter seal shall be in such form as may be approved from time to time by the Board.

 

Section 7.6    Amendment of the Bylaws. The Bylaws of the Chapter may be amended only by the affirmative vote of two-thirds (2/3) of the Board.

 

Section 7.7    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 7.7, nor the adoption or amendment of any other provision of these Bylaws or charter of the Chapter inconsistent with this Section 7.7, 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 7.8     Effective Date.  These amended Bylaws were duly ratified and approved by the Board of Directors on April 23, 2014, and supersede and replace all earlier Bylaws of the Chapter.

 

Adopted on April 30, 2014 

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