ARTICLE I. TITLE AND LOCATION
Section 1. Name
The name of this organization shall be the UNITED STATES NAVY PUBLIC AFFAIRS ASSOCIATION (hereinafter referred to as the "Association").
Section 2. Location
The location of the principal office of the Association shall be determined by the Board of Directors.
ARTICLE II. PURPOSES AND OBJECTIVES
The purposes and objectives of the Association are:
1. To foster and enhance cordial relations and mutual understanding among former and current active duty personnel and civilian employees of the U.S. Navy who were, or are, engaged in performing public affairs functions.
2. To support and promote the professional growth, education, and development of individuals engaged in all aspects of U.S. Navy public affairs.
3. To stimulate and promote a broad acquaintance and a spirit of fellowship among members and others interested in an effective U.S. Navy public affairs program.
4. To engage in lawful activities incidental to the foregoing purposes.
ARTICLE III. MEMBERSHIP
Section 1. Classes of Membership.
There shall be four (4) classes of membership in the Association: General Members, Associate Members, Plank Owners, and Honorary Members.
Section 2. General Members.
Any individual who subscribes to the purposes and objectives of the Association and who previously served, or currently serves, in the U.S. Navy, or who is, or was, a civilian employee of the U.S. Navy, assigned to perform public affairs duties is eligible to become a General Member.
Section 3. Associate Members.
Any individual who subscribes to the purposes and objectives of the Association shall be eligible to become an Associate Member. Associate Members shall not be entitled to vote or hold office.
Section 4. Plank Owners.
Any individual eligible to become a General Member, is eligible to become a Plank Owner if such individual becomes a General Member, on such terms and conditions as prescribed by the Board, within the first twelve (12) months after the date of incorporation.
Section 5. Honorary Members.
The Board of Directors by majority vote may designate individuals as Honorary Members.
Section 6. Voting Rights
All General Members and Plank Owners shall be entitled to vote.
Section 7. Eligibility for Office
All General Members and Plank Owners shall be eligible to hold office and serve on the Board of Directors.
Section 8. Terms of Membership
Membership in the Association shall remain in force so long as the member maintains current status by payment of dues as prescribed by the Board of Directors.
Section 9. Application for Membership
An individual who meets the criteria in Article III may apply for membership. Membership will be granted pending approval of the application by the Board of Directors.
ARTICLE IV. MANAGEMENT
Section 1. Board of Directors
The management of the Association shall be vested in a Board of Directors initially consisting of twenty-five (25) members. The directors shall be elected by and from the General Membership who are eligible to hold office. The number of directors may be increased or decreased by amendment to these Bylaws, provided, however, that the number of directors constituting the Board of Directors shall not be less than three.
Section 2. General Powers and Duties
Authority and responsibility for the operation of the Association is vested in the Board of Directors who shall have the right, power, authority, and duty to manage the activities and affairs of the Association and to act for and on its behalf in accordance with its Articles of Incorporation, these Bylaws, and applicable law, but may delegate to the Association's officers, to its agents, and to committees of the Association such rights, powers, duties, and authority as it sees fit, in addition to those specified in these Bylaws. The Board shall advise and assist the officers of the Association in the daily conduct of Association's affairs and shall do all in its power to make the Association effective.
Section 3. Annual Meeting
The Board of Directors shall hold an annual meeting for the election of officers and for the transaction of such other business as may properly come before the meeting. Such meeting shall be held at a time and place fixed by the President or Board of Directors. Directors may participate in the annual meeting in person or by telephone.
Section 4. Other Regular and Special Meetings
Regular meetings of the Board of Directors may be held on such dates and at such places as may be fixed by the President or the Board. Special meetings of the Board may be called by the President and shall be called by the President upon the request of eleven (11) directors. Directors may participate in regular or special meetings in person or by telephone.
Section 5. Notice of Meetings
Written notice of the place, day, and time of all meetings of the Board of Directors shall be given to each director at least fifteen (15) days prior to each regular meeting and five (5) days prior to each special meeting. Such notice may be waived by any director either before or after the meeting. Attendance at any regular meeting or special meeting, excepting attendance for the purpose of objecting to the transaction of business because the meeting was not properly called or convened, shall constitute a waiver of notice of such meeting.
Section 6. Term of Service of Directors
Members of the Board of Directors shall be elected for a period of three years or for unexpired terms when vacancies occur. Provided however, the initial Board shall consist of four (4) members with a one-year term, four (4) members with a two-year term, and four (4) members with a three-year term. Members of the Board shall be eligible for reelection.
Section 7. Resignation and Removal of Directors
An individual member of the Board may resign at any time during his or her term of office. An individual member of the Board may be removed by a vote of two-thirds of the total Board.
Section 8. Quorum
For the transaction of business by the Board of Directors, a quorum shall consist of not less than one-third of the number of directors.
Section 9. Voting
Each member of the Board of Directors shall have one vote on each matter that comes before the Board.
Section 10. Vacancies
If a vacancy shall occur on the Board of Directors the remaining Directors, by affirmative vote of a majority thereof, may elect an individual to serve the unexpired term at any meeting of the Board, and such director shall serve until his successor has been duly elected and qualified.
Section 11. Mail, Email or Telephonic Ballot.
Any action required to be taken at a meeting of the Board of Directors may be taken by mail, email or telephonic ballot without a meeting if each member of the Board is notified of such action and if a consent in writing setting forth the action so taken is signed by a majority of the members of the Board.
ARTICLE V. OFFICERS
Section 1. Executive Officers
The officers shall consist of a President; two Vice Presidents, no more than one of whom lives in the Washington metropolitan area; a Secretary, and a Treasurer. If it so determines, the Board of Directors may appoint other officers. All executive officers shall be elected or appointed by a majority vote of the Board of Directors. Officers shall hold office at the pleasure of the Board. Except for the offices of President and Secretary, any two or more offices may be held by the same person.
Section 2. Terms of Office
Officers shall be elected or appointed for a one-year term by majority vote of the Board present at the general membership meeting. All officers shall enter upon their official duties on the first day of January following the year in which elected and shall serve for the year elected and until their respective successors are duly elected or appointed, qualified, and take office.
Section 3. Duties of Officers
The officers of the Association shall administer the affairs of the Association in accordance with the Association Bylaws and policies. The specific duties of each officer shall include, but not be limited to, the following:
President: The President shall be responsible for the day to day management of the Association under the general policies approved by the Board of Directors and in general shall act as the chief executive officer. The President shall preside at all Association meetings, including meetings of the Board of Directors. The President may appoint committees, including chairpersons, as the Board may approve.
Vice President: In the absence of the President, either Vice President may perform the duties of the President. Should the ofice of the President be vacant, the Board shall elect one of the Vice Presidents to succeed to that office. The Vice Presidents will perform such other duties as the Board may, from time to time, request.
Secretary: The Secretary shall be responsible for maintaining the records of the Association and keeping the minutes of meetings of the Membership and the Board of Directors. The Secretary will prepare all written communications of the Association and ensure compliance with all notarization and other legal requirements. The Secretary's duties shall include informing the membership of the dates, times, and locations of all Association meetings, including those conducted by the Board of Directors.
Treasurer: The Treasurer shall be responsible for overseeing the fiscal activities and shall be the custodian of the Association's funds. The Treasurer shall provide periodic financial statements, as requested, to the President and the Board of Directors, together with an annual financial statement to be delivered in conjunction with the annual meeting of the Association. The Treasurer shall deposit all funds to the credit of the Association in general or special accounts in such banks or other depositories as the Board of Directors may select. The Treasurer shall, at the expense of the Association, obtain a bond for the faithful performance of his duties. The Treasurer shall perform all other duties normally related to the office of treasurer as assigned by the President.
Section 4. Vacancies in Elective Offices
The Board of Directors, at any regular or special meeting may fill any vacancy in any office of the Association caused by any reason.
ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS and EMPLOYEES
Section 1. Definition
The provisions of this article shall apply to each individual director, officer or employee of the Association. The term "officer" shall include directors, officers and employees of the Association whenever used hereafter in this article.
Section 2. Indemnification
The Association shall indemnify each individual director, officer, or employee of the Association against expenses and liabilities (including attorney's fees) actually and necessarily incurred by them, or imposed on them, in conjunction with any action, suit or proceeding in which they or any of them are made parties, or in which they become involved as a party, by reason of being or having been officers or an officer of the Association, or any settlement thereof, whether or not they are officers at the time such expenses are incurred, except in relation to matters as to which any such officer or former officer shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. Any indemnification payments shall be specifically authorized by the Board of Directors or, at their discretion, by independent counsel. Any potential obligations under this Article may, at the discretion of the Board, be funded by insurance.
ARTICLE VII. COMMITTEES
Section 1. Executive Committee
There shall be an Executive Committee which shall consist of the President, Vice President, Secretary, Treasurer, and four at-large members elected by and from the Board of Directors. The Executive Committee shall have the authority to act on behalf of the Board of Directors between meetings of the Board. All actions of the Executive Committee shall be submitted for ratification at the next succeeding meeting of the Board.
Section 2. Nominating Committee
Not later than sixty (60) days prior to the general membership meeting, the President shall appoint a Nominating Committee consisting of at least three General Members entitled to vote and hold office, to nominate candidates for election to the Board of Directors.
Section 3. Other Committees
The Board of Directors may, in its discretion, establish committees, or the Board may delegate this authority to the President of the Association. Committees will perform specific tasks as directed by the President or the Board.
Section 4. Chairpersons
Chairs of committees will be designated by the President with the approval of the Board of Directors.
ARTICLE VIII. MEETINGS OF MEMBERSHIP
Section 1. General Membership Meetings
A General membership meeting shall be held at such time and place as designated by the Board of Directors, for the election of Directors and the transaction of such other business as may come before the member-ship. Written notice of the place, day, and time of the general membership meeting shall be given to each member at least fifteen (15) days prior to the meeting.
Section 2. Special Meetings
Special Meetings of the membership may be called by the President upon five (5) days written notice of the time, place and matters to be considered at such meeting. Special meetings shall be called by the President if:
A. Requested by vote of two-thirds of the Board, or
B. Requested by petition of two-thirds of the General Membership.
ARTICLE IX. AMENDMENTS
These Bylaws may be altered, amended, or repealed by the affirmative vote of a majority of members entitled to vote at any periodic general membership meeting or special meeting, provided however, the text of any proposed amendment shall be mailed to the members at least thirty (30) days prior to such meeting.
ARTICLE X. DISSOLUTION
In the event the Association is ever dissolved, its remaining assets, if any, shall be distributed only to such organizations that have at the time qualified for and been granted an exemption from Federal income taxation under the terms of Section 501 ( c ) of the Internal Revenue Code of 1954 as hereafter amended, and which organizations generally shall have the purpose of advancing the security of the United States of America; provided, that upon dissolution no portion of the assets shall be distributed to any member so as to accrue to his or her personal benefit.
ARTICLE XI. SEVERABILITY
If any provision of these Bylaws is or becomes void or unenforceable by force or operation of law, the other provisions shall remain valid and enforceable.
ARTICLE XII. FISCAL YEAR
The Association's fiscal year shall commence on January 1 of each year and end on December 31.
Section 1. Name
The name of this organization shall be the UNITED STATES NAVY PUBLIC AFFAIRS ASSOCIATION (hereinafter referred to as the "Association").
Section 2. Location
The location of the principal office of the Association shall be determined by the Board of Directors.
ARTICLE II. PURPOSES AND OBJECTIVES
The purposes and objectives of the Association are:
1. To foster and enhance cordial relations and mutual understanding among former and current active duty personnel and civilian employees of the U.S. Navy who were, or are, engaged in performing public affairs functions.
2. To support and promote the professional growth, education, and development of individuals engaged in all aspects of U.S. Navy public affairs.
3. To stimulate and promote a broad acquaintance and a spirit of fellowship among members and others interested in an effective U.S. Navy public affairs program.
4. To engage in lawful activities incidental to the foregoing purposes.
ARTICLE III. MEMBERSHIP
Section 1. Classes of Membership.
There shall be four (4) classes of membership in the Association: General Members, Associate Members, Plank Owners, and Honorary Members.
Section 2. General Members.
Any individual who subscribes to the purposes and objectives of the Association and who previously served, or currently serves, in the U.S. Navy, or who is, or was, a civilian employee of the U.S. Navy, assigned to perform public affairs duties is eligible to become a General Member.
Section 3. Associate Members.
Any individual who subscribes to the purposes and objectives of the Association shall be eligible to become an Associate Member. Associate Members shall not be entitled to vote or hold office.
Section 4. Plank Owners.
Any individual eligible to become a General Member, is eligible to become a Plank Owner if such individual becomes a General Member, on such terms and conditions as prescribed by the Board, within the first twelve (12) months after the date of incorporation.
Section 5. Honorary Members.
The Board of Directors by majority vote may designate individuals as Honorary Members.
Section 6. Voting Rights
All General Members and Plank Owners shall be entitled to vote.
Section 7. Eligibility for Office
All General Members and Plank Owners shall be eligible to hold office and serve on the Board of Directors.
Section 8. Terms of Membership
Membership in the Association shall remain in force so long as the member maintains current status by payment of dues as prescribed by the Board of Directors.
Section 9. Application for Membership
An individual who meets the criteria in Article III may apply for membership. Membership will be granted pending approval of the application by the Board of Directors.
ARTICLE IV. MANAGEMENT
Section 1. Board of Directors
The management of the Association shall be vested in a Board of Directors initially consisting of twenty-five (25) members. The directors shall be elected by and from the General Membership who are eligible to hold office. The number of directors may be increased or decreased by amendment to these Bylaws, provided, however, that the number of directors constituting the Board of Directors shall not be less than three.
Section 2. General Powers and Duties
Authority and responsibility for the operation of the Association is vested in the Board of Directors who shall have the right, power, authority, and duty to manage the activities and affairs of the Association and to act for and on its behalf in accordance with its Articles of Incorporation, these Bylaws, and applicable law, but may delegate to the Association's officers, to its agents, and to committees of the Association such rights, powers, duties, and authority as it sees fit, in addition to those specified in these Bylaws. The Board shall advise and assist the officers of the Association in the daily conduct of Association's affairs and shall do all in its power to make the Association effective.
Section 3. Annual Meeting
The Board of Directors shall hold an annual meeting for the election of officers and for the transaction of such other business as may properly come before the meeting. Such meeting shall be held at a time and place fixed by the President or Board of Directors. Directors may participate in the annual meeting in person or by telephone.
Section 4. Other Regular and Special Meetings
Regular meetings of the Board of Directors may be held on such dates and at such places as may be fixed by the President or the Board. Special meetings of the Board may be called by the President and shall be called by the President upon the request of eleven (11) directors. Directors may participate in regular or special meetings in person or by telephone.
Section 5. Notice of Meetings
Written notice of the place, day, and time of all meetings of the Board of Directors shall be given to each director at least fifteen (15) days prior to each regular meeting and five (5) days prior to each special meeting. Such notice may be waived by any director either before or after the meeting. Attendance at any regular meeting or special meeting, excepting attendance for the purpose of objecting to the transaction of business because the meeting was not properly called or convened, shall constitute a waiver of notice of such meeting.
Section 6. Term of Service of Directors
Members of the Board of Directors shall be elected for a period of three years or for unexpired terms when vacancies occur. Provided however, the initial Board shall consist of four (4) members with a one-year term, four (4) members with a two-year term, and four (4) members with a three-year term. Members of the Board shall be eligible for reelection.
Section 7. Resignation and Removal of Directors
An individual member of the Board may resign at any time during his or her term of office. An individual member of the Board may be removed by a vote of two-thirds of the total Board.
Section 8. Quorum
For the transaction of business by the Board of Directors, a quorum shall consist of not less than one-third of the number of directors.
Section 9. Voting
Each member of the Board of Directors shall have one vote on each matter that comes before the Board.
Section 10. Vacancies
If a vacancy shall occur on the Board of Directors the remaining Directors, by affirmative vote of a majority thereof, may elect an individual to serve the unexpired term at any meeting of the Board, and such director shall serve until his successor has been duly elected and qualified.
Section 11. Mail, Email or Telephonic Ballot.
Any action required to be taken at a meeting of the Board of Directors may be taken by mail, email or telephonic ballot without a meeting if each member of the Board is notified of such action and if a consent in writing setting forth the action so taken is signed by a majority of the members of the Board.
ARTICLE V. OFFICERS
Section 1. Executive Officers
The officers shall consist of a President; two Vice Presidents, no more than one of whom lives in the Washington metropolitan area; a Secretary, and a Treasurer. If it so determines, the Board of Directors may appoint other officers. All executive officers shall be elected or appointed by a majority vote of the Board of Directors. Officers shall hold office at the pleasure of the Board. Except for the offices of President and Secretary, any two or more offices may be held by the same person.
Section 2. Terms of Office
Officers shall be elected or appointed for a one-year term by majority vote of the Board present at the general membership meeting. All officers shall enter upon their official duties on the first day of January following the year in which elected and shall serve for the year elected and until their respective successors are duly elected or appointed, qualified, and take office.
Section 3. Duties of Officers
The officers of the Association shall administer the affairs of the Association in accordance with the Association Bylaws and policies. The specific duties of each officer shall include, but not be limited to, the following:
President: The President shall be responsible for the day to day management of the Association under the general policies approved by the Board of Directors and in general shall act as the chief executive officer. The President shall preside at all Association meetings, including meetings of the Board of Directors. The President may appoint committees, including chairpersons, as the Board may approve.
Vice President: In the absence of the President, either Vice President may perform the duties of the President. Should the ofice of the President be vacant, the Board shall elect one of the Vice Presidents to succeed to that office. The Vice Presidents will perform such other duties as the Board may, from time to time, request.
Secretary: The Secretary shall be responsible for maintaining the records of the Association and keeping the minutes of meetings of the Membership and the Board of Directors. The Secretary will prepare all written communications of the Association and ensure compliance with all notarization and other legal requirements. The Secretary's duties shall include informing the membership of the dates, times, and locations of all Association meetings, including those conducted by the Board of Directors.
Treasurer: The Treasurer shall be responsible for overseeing the fiscal activities and shall be the custodian of the Association's funds. The Treasurer shall provide periodic financial statements, as requested, to the President and the Board of Directors, together with an annual financial statement to be delivered in conjunction with the annual meeting of the Association. The Treasurer shall deposit all funds to the credit of the Association in general or special accounts in such banks or other depositories as the Board of Directors may select. The Treasurer shall, at the expense of the Association, obtain a bond for the faithful performance of his duties. The Treasurer shall perform all other duties normally related to the office of treasurer as assigned by the President.
Section 4. Vacancies in Elective Offices
The Board of Directors, at any regular or special meeting may fill any vacancy in any office of the Association caused by any reason.
ARTICLE VI. INDEMNIFICATION OF DIRECTORS, OFFICERS and EMPLOYEES
Section 1. Definition
The provisions of this article shall apply to each individual director, officer or employee of the Association. The term "officer" shall include directors, officers and employees of the Association whenever used hereafter in this article.
Section 2. Indemnification
The Association shall indemnify each individual director, officer, or employee of the Association against expenses and liabilities (including attorney's fees) actually and necessarily incurred by them, or imposed on them, in conjunction with any action, suit or proceeding in which they or any of them are made parties, or in which they become involved as a party, by reason of being or having been officers or an officer of the Association, or any settlement thereof, whether or not they are officers at the time such expenses are incurred, except in relation to matters as to which any such officer or former officer shall be adjudged in such action, suit or proceeding to be liable for gross negligence or willful misconduct in the performance of duty. Any indemnification payments shall be specifically authorized by the Board of Directors or, at their discretion, by independent counsel. Any potential obligations under this Article may, at the discretion of the Board, be funded by insurance.
ARTICLE VII. COMMITTEES
Section 1. Executive Committee
There shall be an Executive Committee which shall consist of the President, Vice President, Secretary, Treasurer, and four at-large members elected by and from the Board of Directors. The Executive Committee shall have the authority to act on behalf of the Board of Directors between meetings of the Board. All actions of the Executive Committee shall be submitted for ratification at the next succeeding meeting of the Board.
Section 2. Nominating Committee
Not later than sixty (60) days prior to the general membership meeting, the President shall appoint a Nominating Committee consisting of at least three General Members entitled to vote and hold office, to nominate candidates for election to the Board of Directors.
Section 3. Other Committees
The Board of Directors may, in its discretion, establish committees, or the Board may delegate this authority to the President of the Association. Committees will perform specific tasks as directed by the President or the Board.
Section 4. Chairpersons
Chairs of committees will be designated by the President with the approval of the Board of Directors.
ARTICLE VIII. MEETINGS OF MEMBERSHIP
Section 1. General Membership Meetings
A General membership meeting shall be held at such time and place as designated by the Board of Directors, for the election of Directors and the transaction of such other business as may come before the member-ship. Written notice of the place, day, and time of the general membership meeting shall be given to each member at least fifteen (15) days prior to the meeting.
Section 2. Special Meetings
Special Meetings of the membership may be called by the President upon five (5) days written notice of the time, place and matters to be considered at such meeting. Special meetings shall be called by the President if:
A. Requested by vote of two-thirds of the Board, or
B. Requested by petition of two-thirds of the General Membership.
ARTICLE IX. AMENDMENTS
These Bylaws may be altered, amended, or repealed by the affirmative vote of a majority of members entitled to vote at any periodic general membership meeting or special meeting, provided however, the text of any proposed amendment shall be mailed to the members at least thirty (30) days prior to such meeting.
ARTICLE X. DISSOLUTION
In the event the Association is ever dissolved, its remaining assets, if any, shall be distributed only to such organizations that have at the time qualified for and been granted an exemption from Federal income taxation under the terms of Section 501 ( c ) of the Internal Revenue Code of 1954 as hereafter amended, and which organizations generally shall have the purpose of advancing the security of the United States of America; provided, that upon dissolution no portion of the assets shall be distributed to any member so as to accrue to his or her personal benefit.
ARTICLE XI. SEVERABILITY
If any provision of these Bylaws is or becomes void or unenforceable by force or operation of law, the other provisions shall remain valid and enforceable.
ARTICLE XII. FISCAL YEAR
The Association's fiscal year shall commence on January 1 of each year and end on December 31.