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BYLAWS OF THE CORPORATION OF
THE CLASS OF 1961
UNITED STATES NAVAL ACADEMY
PURPOSE
These Bylaws provide for the voluntary participation of
members of the Class of 1961, United States Naval Academy (USNA), as an
entity, to support the USNA, the USNA Alumni Association (USNAAA), the
USNA Foundation and individual members of the Class.
ARTICLE I
MISSION
The mission of the Corporation of the Class of 1961, USNA (Corporation)
is to:
- Support the USNA through active involvement with the USNAAA, the
USNA Foundation and through selective philanthropic projects;
- Provide enduring personal, social interaction, communications, and
support among Class members, enhance the close relationships developed
at the Naval Academy and furthered by friendships developed during the
ensuing years; and
- Perpetuate the positive image of the Class of
1961, USNA.
ARTICLE II
VOLUNTEER SERVICE
- The Corporation is a non profit organization; one that can exist
only through volunteer service.
- Volunteer service to the Corporation entails a personal commitment
of time, effort, and availability.
- Another component of volunteer service is financial support of the
Corporation.
ARTICLE III
ORGANIZATION
- The Corporation shall manage Class business in accordance with the
Articles of Incorporation, Constitution, and Bylaws through a strong,
active Executive Committee.
- The Washington-Annapolis Area Chapter shall be defined as including
all members who reside in Washington, Baltimore, or Annapolis, and the
environs thereof.
- There may be such Regional Chapters as is dictated by the geographical
distribution of the members of the Corporation. Regional Chapters may
be formed in areas which have a sufficient number of members (a minimum
of ten) to cause local Corporation business to be conducted.
ARTICLE IV
LEADERSHIP AND MANAGEMENT
The implementation of the mission of the Class of 1961, USNA, as delineated
in these Bylaws, shall be led and managed by an Executive Committee. The
Executive Committee shall:
- Comprise, as permanent voting members, the President, Executive Vice
President, Administrative Vice President, Development Vice President,
Communications Vice President, Secretary and Treasurer of the Corporation;
- Fill any vacancy in any office, except President;
- Determine the policies and operation of the Corporation; and
- Include all past Presidents as non voting members/advisors.
ARTICLE V
QUALIFICATION AND DUTIES OF THE EXECUTIVE COMMITTEE
- Qualifications for all members of the Executive Committee are that
they shall be:
a. a member of the Corporation in the Washington Annapolis Area Chapter;
b. an active member of the USNAAA;
c. elected by vote of the members of the Corporation;
d. required to devote a personal commitment of time, effort, and availability
to carry out all assigned duties; and
e. elected for terms as described in Article VII.
- The President shall:
a. be responsible for the leadership of the Corporation;
b. represent the Class in all affairs of the Corporation, including
to the USNA, USNAAA and USNA Foundation;
c. be responsible for the overall supervision of the long range Class
Plan; and
d. appoint and empower, with the approval of the Executive Committee,
other volunteer classmates for specific duties, as non voting members
of the Executive Committee.
- The Executive Vice President shall:
a. succeed to the office of Acting President in the event of a vacancy
in that office, or in the incapacity of the President to perform his
duties. In the absence of the President from the Washington-Annapolis
Area Chapter area, the Executive Vice President shall Chair the Executive
Committee;
b. be responsible for all social activities of the Corporation in the
Washington Annapolis Metropolitan Area;
c. supervise the execution of the Class Plan and its annexes; and
d. be responsible for the "Social" section of the Class Plan.
- The Administrative Vice President shall:
a. succeed to the office of Executive Vice President in the event of
a vacancy in that office;
b. assemble, update and publish the Class Plan;
c. preside at all Annual and Special Meetings of the Corporation when
the President and the Executive Vice President are absent;
d. be responsible for the "Administrative" section of the
Class Plan; and
- The Development Vice President shall:
a. be responsible for planning the philanthropic activities of the Corporation.
b. be responsible for the "Development/Projects" section of
the Class Plan
- The Communications Vice President shall:
a. maintain a current staff of Company Representatives for the twenty-four
companies, whose names and email addresses shall be posted on the Class
Website.
b. establish and maintain liaison with Company Representatives and Area
Coordinators to further the goals of the Class Plan as directed by the
Class Executive Committee.
c. be responsible for the “Communications” section of the
Class Plan , to include maintaining an email list.
- The Secretary shall:
a. keep a record of the proceedings of the Corporation and Executive
Committee meetings;
b. be custodian of all appropriate books and records of the Corporation;
c. be responsible for disseminating the minutes of the Executive Committee
meetings and Annual Meetings of the Corporation on the Class Website;
d. have custody of the Seal of the Corporation, which is the Crest of
the Class of 1961, USNA; and
- The Treasurer shall:
a. be responsible for the general financial activity of the Corporation,
under the direction of the Executive Committee;
b. manage and account for all operating funds belonging to the Corporation,
except for finds controlled by representatives appointed by the President,
with the approval of the Executive Committee;
c. be responsible for preparation of the "Operating Funds Budget
and Finance" section of the Class Plan; and
d. be bonded for such amount as the Executive Committee may determine.
ARTICLE VI
OTHER CLASS OFFICERS AND REPRESENTATIVES
- Company Representatives.
a. There shall be a Company Representative to represent each of the
twenty-four companies.
b. The qualifications of Company Representatives are that they shall:
( 1) be a member of the Corporation;
(2) be an active member of the USNAAA;
(3) be appointed by the President, with the approval of the Executive
Committee;
(4) maintain liaison with the Executive Committee on all matters
pertaining to the Corporation in his company;
(5) be responsible for the collection of Class news originating within
his
company and the dissemination of that information to members of
the Corporation; and
(6) assist the Communications Vice President in maintaining the Class
Registry of classmates in his company.
- Area Coordinators
a. Area Coordinators are the same as the Regional Vice Presidents allowed
by the Constitution.
b. There may be such Area Coordinators as may be dictated by the geographical
distribution of the members of the Corporation.
c. The qualifications of Area Coordinators are that they shall:
(1) be a member of the Corporation;
(2) be an active member of the USNAAA,
(3) be responsible for the collection of Class news originating
within that region and the dissemination of that information to
members of the Corporation; and
- Other Class Volunteers.
a. In accordance with Article V, the President can, with the approval
of the Executive Committee, appoint and empower other volunteer members
for specific duties on behalf of the Corporation. These positions may
include:
(1) Corresponding Secretary, who shall collect Class news and write
and submit articles for Shipmate Magazine.
(2) A Major Reunion Chairman, who shall lead preparations, and execute
plans, for each five year major reunion.
(3) Others, as deemed necessary by the Executive Committee.
b. To qualify for these positions, each volunteer shall be:
(1) a member of the Corporation;
(2) an active member of the USNAAA, and
(3) required to devote a personal commitment of time, effort, and
availability to carry out all assigned duties.
ARTICLE VII
ELECTION OF OFFICERS
- President.
a. The Nominating Committee for the office of President shall:
(1) be appointed by the Executive Committee;
(2) report the nominees to the Executive Committee.
b. Nominations for the office of President of the Corporation shall
be by either of the following methods:
(1) Written petition by fifteen (15) members of the Corporation;
or
(2) Selection by the nominating committee as provided above.
c. The President shall:
(1) be elected by a plurality vote of the responding membership
of the Corporation at an Annual Meeting of the Corporation;
(2) begin his term at a major reunion; and
(3) be elected for an indefinite term of office, so long as he chooses
to preside.
d. The ballot for President shall contain the names of all nominees
in alphabetical order, without distinction as to the method of nomination.
A ballot shall be mailed to each member of the Corporation at least
thirty (30) days prior to an Annual Meeting. The ballot shall also
contain space for write in candidates.
(1) Ballots shall be returned to the Secretary not later than
two days preceding the date set for the Annual Meeting in the election
year. The Corporation member's signature must appear on the ballot.
(2) The Secretary shall, on the day preceding the Annual Meeting,
deliver the ballots, together with a current membership list, to
a committee of two tellers, who shall be members of the Corporation,
appointed by the Executive Vice President.
(3) The tellers shall count the ballots, and report the results
of the election to the Secretary, who shall report the results to
the Annual Meeting.
(4) In case of a tie vote, the election shall be decided by a vote
of the members of the Executive Committee.
(5) The tellers shall retain custody of the ballots for five days
following the Annual Meeting and then, unless otherwise directed
by the President or. Executive Vice President, shall dispose of
them.
2. Other Executive Committee Members.
a. Nominations for the office of the Executive Vice President, Administrative
Vice President, Development Vice President, Communications Vice President,
Secretary, and Treasurer shall be:
(1) provided by the Nominating Committee or by petition of fifteen
members of the Corporation at an Annual Meeting of the Corporation;
and
(2) elected by a plurality vote of the membership in attendance at
an Annual Meeting, who reside in the Washington-Annapolis area.
b. Terms of office are for an indefinite period, so long as they choose
to serve.
ARTICLE VIII
VACANCIES AND REMOVAL OF OFFICERS AND VOLUNTEERS
- Any officer or volunteer may resign when he feels that he cannot
commit the necessary time, thought, effort, or financial assistance
to the Corporation to fulfill the duties of his office.
- Any officer or volunteer may be removed from his position, for cause,
by a majority vote of the members of the Executive Committee.
- The position of an officer may be declared vacant in the event such
member shall be absent from two (2) consecutive regular meetings of
the Executive Committee.
- In the event of death, resignation, or removal of an officer, succession
shall be in accordance with Article V. The President, with the approval
of the Executive Committee, shall fill any vacancies created by the
succession. The replacement officer shall serve for the unexpired term
of his predecessor.
ARTICLE IX
CORPORATION MEETINGS
- The Annual Meeting of the Corporation shall normally be held on Homecoming
Football Game weekend. However, this date may be altered by the Executive
Committee when such date is not deemed appropriate, provided that there
shall be an Annual Meeting in each calendar year. Notice of the Annual
Meeting shall be published not less than two months preceding the date
set for such meeting.
- Special Meetings of the members of the Corporation may be held at
such time and place as the Executive Committee shall determine, or upon
approval of a petition submitted to the Executive Committee and signed
by not less than fifteen (l 5) members of the Corporation. Notice of
Special Meetings shall be given by the Secretary by the most expeditious
means.
- A quorum for the purposes of conducting an Annual or Special Meeting
shall consist of no less than twenty (20) members of the Corporation,
excluding officers of the Corporation. The Executive Committee may alter
this requirement in the event of unusual circumstances, but in no case
will an Annual or Special Meeting be conducted with less than twenty
(20) members, including the Corporation officers.
- Each member present shall be entitled to one (1) vote at any meeting
of the Corporation except as provided in this Article. Each member of
the Corporation is entitled to one (1) vote for all purposes herein
provided. The presiding officer shall not be entitled to vote except
in the case of a tie vote.
ARTICLE X
EXECUTIVE COMMITTEE MEETINGS
- Meetings of the Executive Committee shall be held at such times and
places as may be necessary to carry out the duties of that committee,
but at least semi annually. Meetings may be called by the President,
the Executive Vice President, or any two (2) or more members of the
Executive Committee. Members shall be notified by the Secretary by the
most expeditious means.
- Any action required or permitted to be taken at any meeting of the
Executive Committee may be taken without a meeting if consent to such
action is signed by a majority of members of the Executive Committee
and such written notice is filed with the minutes of the proceedings
of the Executive Committee.
- A majority of the members of the Executive Committee constitute a
quorum.
- The order of business at any meeting of the Executive Committee shall
be determined by the Corporation officer presiding at such meeting,
but shall, insofar as practicable, conform to standard parliamentary
procedure.
- A member of the Executive Committee may grant, in writing, to another
member of the Executive Committee, the power to cast his vote by proxy.
Such power of proxy shall be authenticated by the Executive Committee
prior to any vote by such member in the exercise of such proxy.
ARTICLE XI
CLASS PLAN
- The Class Plan will provide the long range vision and intermediate
objectives of the Corporation, and constitutes the operating policies
and procedures to be followed by the Executive Committee in discharging
its duties and responsibilities by clarifying and expanding upon the
Constitution and Bylaws .
- The Class Plan is a working document for conducting the day to day
business of the Corporation. It shall be updated as objectives are met
or change, and when the environment in which the Corporation operates
so dictates.
- Annual revisions shall be published on the Class web site.
ARTICLE XII
PROPOSITIONS
- The Executive Committee may submit to a vote of the members of the
Corporation such propositions as it desires.
- The Executive Committee must submit to a vote of the members of the
Corporation any proposition signed by at least fifteen (15) members
of the Corporation. These propositions will normally be presented at
the Annual Meeting. Any proposition which may require sooner action,
as decided by the Executive Committee, will be submitted to the members
by mail.
- Except as provided otherwise in the Constitution and Bylaws, a plurality
vote of those responding within thirty (30) days shall determine any
proposition.
ARTICLE XIII
DUES AND FEES
- Dues may be assessed on an annual, or other basis, with the approval
of the Executive Committee, for the purpose of defraying the annual
operating costs of the Corporation.
- The Executive Committee shall not require the payment of dues by
any members as a condition of continued membership in the Corporation.
- All dues shall be uniformly assessed.
- In the event membership of an applicant is approved, the Executive
Committee may, in its discretion, impose on such applicant an initiation
fee.
ARTICLE XIV
GENERAL FUNDS
- The funds are maintained, controlled, and accounted for by the Treasurer.
The Executive Committee may establish an upper limit. If funds exceed
that limit, the excess would be moved to the philanthropic funds.
- Normal operating expenditures, other than investments, shall be authorized
by a majority vote of the Executive Committee.
- Any proposition or motion which may require the raising, outside
of the membership, of additional Corporation funds must be submitted
to, and approved by, the Executive Committee.
ARTICLE XV
INCOME AND PROPERTY
- The income and property of the Corporation shall be applied solely
toward the promotion of the mission of the Corporation. Expenditures
on behalf of the Corporation, and authorized by the Executive Committee,
shall be reimbursed by the Treasurer from the operating funds.
- In order to preserve, protect and enhance the net worth of the Corporation's
financial assets, the Executive Committee will require the Treasurer,
on a periodic basis, to review the investments of the Corporation and
make recommended changes.
- The Executive Committee may set aside a portion of the operating
funds for the purpose of investment. Decisions on the investment portion
of the operating funds shall be made by a three fourths concurring vote
of the Executive Committee.
ARTICLE XVI
PHILANTHROPIC FUNDS
- Philanthropic funds are those funds provided by and/or derived from
classmates' donations to support the Naval Academy through active involvement
with the USNA Alumni Association and Foundation.
- The Development Vice President may designate, with the approval of
the Executive Committee, a Fund Raising Chairman who will coordinate
all donation efforts including establishing and expanding a donor base
for the class.
- The Development Vice President, through the President, shall cause
gift agreements to be negotiated among the Corporation, the USNA Foundation
and the USNAAA for the collection, safekeeping, accounting, investing,
and expenditure of all Class funds.
ATTACHMENT A
DEFINITIONS
Constitution: The legal document which establishes the framework on
which the Corporation operates. It provides the definition of corporate
powers, general powers, membership and tenure of the Corporation, provides
for officers and their election, and the amending process for the By Laws
and the Constitution. It is the basis on which the Class is formed and
how it will operate.
Articles of Incorporation: The legal document which formed a corporation
under the General Laws of the State of Maryland. This established the
Class of 1961 as a legal entity. The date of enactment was March 22, 1977.
The Articles define the actions which may be taken, defines members, and
establishes the Executive Committee. Further, they define, limit and regulate
the powers of the Corporation and of the Executive Committee, officers,
and members.
Bylaws: The Bylaws provide for the voluntary participation of members
of the Class of 1961, as an entity, to support the USNA, USNAAA, and individual
members of the Class. The Bylaws are based on the Articles of Incorporation
and the Constitution. They more broadly define the powers of the Corporation,
the Executive Committee, and the objectives of the Class. Where the other
documents provide the legal basis of the Corporation, the By Laws provide
for the operation of the Corporation.
Corporation: Under the Articles of Incorporation, a corporation was formed.
The name of the corporation (hereafter called the "Corporation")
is THE CLASS OF 1961, UNITED STATES NAVAL ACADEMY, Incorporated.
Class Plan: This plan, which supplements the Constitution and Bylaws,
provides the long-range vision and intermediate objectives of the Class,
and constitutes the operating policies and procedures to be followed by
the Executive Committee in discharging its duties and responsibilities
by clarifying and expanding upon the above documents. Its purpose is to
be used as both a background and working document to conduct the day today
business of the Class. It should be updated frequently as objectives are
met or change, and when the environment in which the Class operates so
dictates.
Members: Membership in the Corporation shall be voluntary for those persons
who graduated from the U.S. Naval Academy in the Class of 196 1. Membership
is also available to any person who was at any time a member of the Class
of 1961, U.S. Naval Academy, though such person did not thereafter graduate
with such class, upon application. With the approval of the Executive
Committee, a member can nominate and accept Honorary Members. There is
a procedure for divesting the membership of any member on the basis of
circumstances that would reflect discredit on the Corporation.
Operating Funds: Those funds, derived from both donations of members and
from investments, that are maintained to be used for the periodic expenditures
used to support the Class.
Philanthropic Funds: Those funds provided by and/or derived from classmates'
donations to support the Naval Academy through active involvement with
the USNA Foundation.
USNA United States Naval Academy
USNAAA United States Naval Academy Alumni Association
USNA Foundation - United States Naval Academy Foundation
NAAA Naval Academy Athletic Association
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