SAN ANTONIO, TEXAS

BY-LAWS

MARCH 6, 1981

Revised OCTOBER 11, 2002

Revised November 14, 2003

Revised August 13, 2004

 Revised May 19, 2006

BY-LAWS FOR THE ALAMO CHAPTER

OF

THE U.S.  NAVAL ACADEMY ALUMNI ASSOCIATION

ARTICLE I – Name

The name of this organization shall be the Alamo Chapter of the United States Naval Academy Alumni Association, hereafter called the “Chapter”.

ARTICLE II – Recognition

The United States Naval Academy Alumni Association, hereafter called the “Association”, recognizes the Chapter.

ARTICLE III – GOALS

 The Chapter is organized exclusively for charitable and educational purposes including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Cod, or the corresponding section of any future federal tax code. Specific goals are as follows, but are not limited to:

a.       Educating the local community regarding the accomplishments of graduates of the Naval Academy.

b.      Educating and guiding young men and women who desire to pursue a career in the U.S. Navy.

c.       Helping the “Association” and other Chapters of the Association to preserve the history and accomplishments of graduates of the United States Naval Academy.

d.      Fostering the historical interests of our country, the Naval Service, the U.S. Naval Academy and the U.S. Armed Forces within the community.

e.       Furthering the education, historical, and philanthropic friendships and associations formed by Chapter members through their common experience and interest in the U. S. Naval Academy, the Naval Service and the other U.S. Armed Forces.

f.        Awarding of scholarships to men and women in the community who seek a greater understanding of the United States Navy by exploration of different programs that may be made available through the United States Naval Academy, through the ROTC program, through enlistment within the Navy, or through prep programs, to name a few.

g.       Promoting within the Alamo Chapter area a greater awareness of the naval and maritime interests of our country, and the Armed Forces of the United States.

h.       Promoting the welfare of the United States Naval Academy

 

ARTICLE IV – Membership

  1. Any person who has been sworn in as a Midshipman for the full and regular course prescribed by the Academic board for his/her class at the U.S. Naval Academy shall be eligible for regular membership in the Chapter upon graduation of that class.  An individual who was sworn in as a Midshipman, but whose class has not yet graduated shall be eligible for Associate Membership upon approval by the Board of Directors.
  1. In addition to those eligible for membership, as above provided, any regular or reserve commissioned officer of the U.S. Armed Forces, or spouses of those eligible for regular membership or associate membership, shall be eligible for associate membership in the Chapter. The number of associate members shall not exceed 49% of the regular membership. Associate members will have all rights and privileges of the Chapter, except those of voting and holding office. This shall not exclude Associate members from helping a primary office-holder, and acting in the capacity as “assistant” to the primary office­-holder. The Board of Directors may approve other individuals for Associate Membership on a case-by-case basis. The Board of Directors shall have final approval or disapproval of any individual applying for Regular or Associate membership.
  1. An eligible person may become a regular, or associate member, by payment of dues as specified in ARTICLE IX.1. Failure to pay dues, as so specified, shall be considered cause for revocation of membership.
  1. Individuals who have rendered outstanding and conspicuous services to the Naval Service, to the U.S. Naval Academy, or to the Armed Forces of the United States may be nominated for honorary membership.  Any regular member of the Chapter may submit to the Board the name of a candidate for regular membership.  The Board will approve or disapprove the individual so nominated.  Those approved for honorary membership will have all rights and privileges of the Chapter, except those of voting and of holding office.   The honorary member who is also eligible for regular membership shall have all rights and privileges of a regular member without reservation.

ARTICLE V – Management

1.      The business, property and the funds of the Chapter shall be managed and controlled by the Board of Directors, hereafter referred to as the “Board”, composed of a President, a Vice President, a Secretary, a Treasurer, and three regular members of the Chapter hereafter called Chapter Representatives. Additional chapter representatives may be added when a quorum of the Board of Directors deems it necessary.

  1. Any four Board members, one of whom shall be President or Vice President, will constitute a quorum to transact ordinary business.
  1. The Board shall fill any vacancies that occur in its membership, except the President (See ARTICLE VI.2.) from eligible members of the Chapter to serve until the next regular election.
  1. The Board shall decide questions by a majority vote of those present and voting. In case of a tie vote the presiding officer’s vote shall be the deciding one.
  1. The meetings of the Board and Chapter shall be conducted in accordance with the rules contained in “Roberts Rules of Order Revised” except where inconsistent with these By-Laws.  All Board meetings are open to any member of the Chapter.  Non-members may attend on a case-by-case basis.  Attendance at the meetings shall not be contrary to State or Federal law.
  1. An audit of the financial records of the Chapter shall be conducted annually.  The results of the audit will be reported to the Chapter at the first regular Chapter meeting following the audit. The audit board will be comprised of one regular members and one associate member, appointed by the President for each audit. If there are no associate members willing to serve, then the President will appoint a regular member as the second member of the audit board. The Audit Board may consist of more than two individuals, if available.  The President will designate the Chairperson of the Audit Board. Additional audits will be called, and audit boards appointed, by the President as directed by the Board of Directors.

ARTICLE VI – Duties of Officers

1.      The President shall preside at meetings of the Chapter and of the Board. The President shall appoint standing committees to assist in achieving the goals of the Chapter.  These may include, but not be limited to, nominating committee; audit boards as noted above, and any special committees that may be required.

  1. The Vice President shall perform the duties of the President in the President’s absence and such other duties as may be assigned. In case the President is unable to complete the term of office, the Vice President shall become President and shall appoint a regular member of the Board to the office of Vice President. The Vice President shall also serve as Program Chairman.
  1. The Secretary shall keep a record of the names, addresses and email addresses of all members of the Chapter. The Secretary shall prepare and preserve the minutes and notices of all meetings of the Board and Chapter. The Secretary shall present a report of the previous meeting at the next meeting of either the Board or the Chapter. The Secretary shall serve as the membership program director. The Secretary shall perform other tasks as may be directed by the President consistent with duties performed by a secretary of an organization. The Secretary shall have the authority to transact business of the Chapter, as granted by the Board.
  1. The treasurer shall receive all dues, fees, gifts, and other funds of the Chapter and expend them, invest them, or deposit them for safekeeping as directed by the Board. The Treasurer shall prepare and present a report of status of funds received and disbursed at each regular Chapter meeting. In addition, the Treasurer shall prepare and present for audit a statement of receipts and expenditures as of 31 December or for any other time period required by the board. The treasurer shall be the Assistant Membership Program Director, working with and assisting the Secretary. The President of the Chapter may at his/her discretion, reassign the duties of Assistant Membership Program Director to another member, regular or associate, who has volunteered to work in this capacity. The Treasurer shall have the authority to transact business of the Chapter, as granted by the Board.

 

ARTICLE VII – Meetings

  1. The Chapter shall, as a minimum, hold a meeting once each quarter of the membership year, in accordance with Article IX.1. The President with approval of the Board may call special meetings.
  1. Reservations to scheduled meetings and special events are financial obligations once confirmed.  Members will be liable for the associated cost of the function unless cancelled 24 hours prior to the meeting time unless some other time frame has been designated.
  1. Fifteen percent of the paid-up regular membership shall constitute a quorum.

ARTICLE VIII – Elections

  1. The names of candidates for President, Vice President, Secretary, Treasurer and Chapter Representatives will be presented to the members of the Chapter at the regular November meeting, or at the December meeting in the alternative.  The term of office for President, Vice President, Secretary, Treasurer and Chapter Representative will be for 2 years beginning 1 January following the vote for these positions.  If an individual is appointed to serve a vacancy, that individual may serve out the remainder of the term.
  1. Any regular member may suggest names of candidates to the nominating committee. The Secretary shall send a list of all candidates nominated to regular members of the Chapter prior to the election.  Electronic notification by e-mail will be sent to the last known e-mail address of members, and will fulfill any obligation for notification of election or for any other purpose required by the by-laws.  Notification by regular mail will be sent to those without e-mail addresses on file. This also will fulfill any obligation for notification for any purpose required by the by-laws.  Additional nominations for any office may be made from the floor at any election.
  1. Elections will be by majority vote of regular members present and voting. Voting will be by acclamation or as directed by the Board of Directors.   Each regular member present will be entitled to one vote. The Board of Directors, in its sole discretion, may allow proxy voting.

ARTICLE IX – Dues, Expenditures and Gifts

     1.      The membership year shall begin 1 January. Annual dues are payable at the     beginning of each membership year. Annual dues may be pro-rated on a semi-annual basis. Members joining between 1 January and 30 June shall pay the entire annual dues. Members joining between 1 July and 31 December shall pay one half the annual dues. The annual dues shall be set by the Board, and may not exceed $35.00 without approval of the membership.  Associate members will pay dues at one half the annual assessments. Dues for honorary members may be waived by a vote of the Board.

2.      The Board is authorized to accept gifts for purposes within the aims of the Chapter.

3.      The Board may authorize expenditures up to $500.00 for any individual project from the funds of the Chapter for meeting the goals, and administration of the Chapter. Funds in excess of $500 for any individual project must be voted on at regular or special meetings called under Article VII.1. Projects will not be subdivided for the purposes of avoiding the $500.00 limitation.

4.   Upon the dissolution of the Chapter, assets shall be distributed for one or more exempt purposes within the meaning of sections 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

 

5. No part of the net earnings of the Chapter shall inure to the benefit of, or be distributable to this members, trustees, officers or other private persons, except that the Chapter shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of section 501(c)(3) purposes. No substantial part of the activities of the Chapter shall be the carrying of  propaganda, or otherwise attempting to influence legislation, and the corporation/organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.

 6. Notwithstanding any other provision of these articles, the Chapter shall not carry on any other activities not permitted to be carried on (a) by a corporation/organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation/organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

 

ARTICLE X – Amendments

1.      Any member at any meeting of the Chapter may propose any amendment to these By-Laws. If approved by a majority vote of the regular members present and voting at said meeting, the proposed amendment shall be submitted in writing to all regular members by the Secretary prior to the next regular meeting. If said amendment is then approved by a two-thirds majority of the regular members present and voting at the next regular meeting, regardless of quorum considerations, it shall thereupon become effective as a part of these By-Laws.

2.      In the alternative to paragraph 1 above, an amendment to the by-laws may be adopted:

a.      If the amendment has been submitted to and approved by the Board of Directors, and

b.      If all Regular members of the Chapter have been notified of the amendment to the by-laws at least 10 calendar days in advance of a regular meeting.  Notification by last known e-mail address will constitute an approved method of notification. Regular members who do not have an e-mail address on file will be notified in writing. The date posted on the mail will constitute the beginning of the 10-day period of notification, and

                 c.      If said amendment is then approved by a two-thirds majority of the regular members present and voting at the next regular meeting, regardless of quorum considerations, it shall thereupon become effective as a part of these By-Laws.