United States Naval Academy, Class of 1965
B Y L A W S
P R E A M B L E
PURPOSE: These Bylaws provide for the voluntary participation and governance, as an entity, of the Class of 1965 (the Class) of the United StatesNavalAcademy (USNA).
MEMBERS: Membership shall be voluntary for all persons who attended USNA with the Class (Members). Honorary Members may be elected in accordance with Article X.
ARTICLE I - MISSION
The mission of the Class is to:
1.Provide enduring social interaction, communications, and support among Members, and enhance the close relationships created as midshipmen and furthered by friendships developed during the ensuing years;
2.Support USNA through active liaison with the The United States Naval Academy Alumni Association, Inc. (Alumni Association) and United States Naval Academy Foundation, Inc. (Foundation) through selective philanthropic projects; and
3.Perpetuate the positive image of the Class.
ARTICLE II - ORGANIZATION
The Class shall be organized as an unincorporated association under Section 501(c)(7) of the Internal Revenue Code of 1986 and shall manage its business in accordance with these Bylaws through a strong, active Executive Committee.
ARTICLE III - VOLUNTEER SERVICE
1.As a not-for-profit organization, the Class depends on the support of volunteers. Volunteer service to the Class entails a personal commitment of time, effort and resources.
2.Another component of volunteer service is financial support of the Class and USNA.
ARTICLE IV - LEADERSHIP AND MANAGEMENT
The Class mission shall be implemented and managed by an Executive Committee that shall:
1.Comprise the President, Vice President, Secretary, Treasurer and three (3) At-Large Members as voting members;
2.Include all Past-Presidents and appointed volunteers as non-voting members;
3.Fill vacancies in any office except President; and
4.Determine the policies and operation of the Class, keeping Members duly informed of significant matters and any anticipated action that may require a vote.
ARTICLE V - QUALIFICATIONS AND DUTIES OF THE EXECUTIVE COMMITTEE
1.All voting members of the Executive Committee shall be:
•Graduates of the United States Naval Academy, Class of 1965;
•Members willing to travel and regularly participate in Alumni Association and Class meetings;
•Elected by a plurality vote of Members who choose to participate in the election process;
•Willing to devote a personal commitment of time, effort, and resources to carry out all assigned duties; and
•Elected for terms as described in Article VI.
2.The President shall:
•Be responsible for the leadership of the Class;
•Represent the Class in all affairs of the Class, including with USNA, the Alumni Association and Foundation;
•Appoint and empower, with the approval of the Executive Committee, other volunteers for specific duties, as non-voting members of the Executive Committee; and
•Preside at all meetings of the Class and Executive Committee.
3.The Vice President shall:
•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;
•Chair the Executive Committee in the absence of the President; and
•Be responsible for coordinating social activities of the Class.
4.The Secretary shall:
•Keep a record of the proceedings of the Class and Executive Committee meetings;
•Be custodian of all necessary books and records of the Class;
•Disseminate the minutes of the Annual Meeting of the Class in the next available issue of “Shipmate” magazine or other appropriate means;
•Have custody of the Seal of the Class, which is the Crest of the Class of 1965; and
•Prepare ballots, filings, notices and other documents, as appropriate.
5.The Treasurer shall:
•Be responsible for the financial resources of the Class, under the direction of the Executive Committee;
•Manage and account for all Class funds using appropriate controls;
•Report quarterly to the Executive Committee all receipts, disbursements and balances for each account maintained by the Class; and
•Prepare and file any required financial reports and tax returns.
6.The President, with the approval of the Executive Committee, may designate committee assignments among At-Large members of the Executive Committee and other volunteers, as appropriate, including:
•Philanthropic Support and Fund Raising Chairman (see Article XIV, paragraph 2);
•Communications Support Chairman, to maintain the Class Directory on the Internet and coordinate with the Association concerning its database for the Class;
•Corresponding Secretary, to collect Class news and write and submit articles for “Shipmate” magazine, and maintain the Class Internet web page;
•Reunion Chairman, to lead preparations and execute plans for each five-year reunion;
•Internet Forum (listserv) Manager; and
•Others, as deemed necessary by the Executive Committee.
ARTICLE VI - ELECTION OF OFFICERS
1.Elections shall be conducted during the six-month period following each five-year reunion. Prior to each election, a Nominating Committee shall be appointed by the Executive Committee to propose a slate of officers.
2.Nominations for President, Vice President, Secretary, Treasurer, and three (3) At-Large members of the Executive Committee shall be made by either:
•Written or electronic mail petition by fifteen (15) Members; or
•Selection by the Nominating Committee as provided above.
3.Each officer and elected committee member shall:
•Be elected by a plurality vote of the responding membership of the Class; and
•Begin his term as soon as practical following the count of ballots.
4.Elections normally shall be conducted by secure electronic means. The ballot shall contain the names of all nominees for each office in alphabetical order, without distinction as to the method of nomination. The ballot shall also contain space for write-in candidates. If the Executive Committee decides not to conduct the election electronically, a ballot shall be mailed to each Member at least sixty (60) days prior to a return date set by the Executive Committee. If by mail, the Member’s signature must appear on the ballot.
5.A fair count of ballots shall be made by procedures established by the Executive Committee, with the results communicated to the Class electronically. In the case of a tie vote, the election shall be decided by a vote of the Executive Committee. Ballots and count records shall be retained for a period of thirty (30) days and, if unchallenged, thereafter be destroyed.
6.All terms of office shall be five (5) years in length.
ARTICLE VII - VACANCIES AND REMOVAL OF OFFICERS, AND VOLUNTEERS
1.Any officer or volunteer may resign when he feels that he cannot commit the necessary time, thought, effort, or financial resources to the Class to fulfill the duties of his office.
2.Except for the President, any officer or volunteer may be removed from his position, for cause, by a majority vote of the members of the Executive Committee.
3.The position of an officer, except for the President, may be declared vacant in the event such member shall be absent from two (2) consecutive regular meetings of the Executive Committee.
4.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 VIII - CLASS MEETINGS
1.The Annual Meeting of the Class shall normally be held on Homecoming weekend. However, the Executive Committee may alter this date when it 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.
2.Special Meetings of the Class 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 (15) Members. The Secretary shall give notice of Special Meetings by the most expeditious means.
3.A quorum for the purposes of conducting an Annual or Special Meeting shall consist of no less than twenty (20) Members, excluding officers of the Class. 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 Class officers.
4.Each Member present shall be entitled to one (1) vote at any meeting of the Class except as provided in Section 5 of this Article. The presiding officer shall not be entitled to vote except in the case of a tie vote.
5.A Member of the Class may grant, in writing, to another Member, 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 a proxy.
ARTICLE IX - EXECUTIVE COMMITTEE MEETINGS
1.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 Vice President, or any two (2) or more members of the Executive Committee. The Secretary shall notify members by the most expeditious means.
2.The order of business at any meeting of the Executive Committee shall be determined by the Class officer presiding at such meeting, but shall, insofar as practicable, conform to standard parliamentary procedure. Attendance may be by speaker-phone or other electronic means by Executive Committee members unable to attend in person.
3.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.
4.A majority of the members of the Executive Committee constitutes a quorum.
ARTICLE X - PROPOSITIONS
1.The Executive Committee may submit to a vote of the Class such propositions as it decides.
2.The Executive Committee must submit to a vote of the Class any proposition signed by at least fifteen (15) Members. Such propositions will normally be presented at the Annual Meeting.
3.Any proposition which may require earlier action, as decided by the Executive Committee, will be submitted to the Members by e-mail.
4.Except as provided otherwise in the Bylaws, a plurality vote of those responding within thirty (30) days shall determine any proposition.
ARTICLE XI - DUES
1.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 Class.
2.The payment of dues shall not be a condition of continued membership in the Class.
3.All dues shall be uniformly assessed.
ARTICLE XII - OPERATING FUNDS
1.Operating funds normally consist of amounts received for reunions (net of expenses), dues, donations (non-deductible for income tax purposes) and income from investments (normally expected to be interest income on a depository account).
2.Operating funds shall be maintained, controlled, and accounted for by the Treasurer in such custody as is approved by the Executive Committee.
3.All expenditures shall be authorized by a majority vote of the Executive Committee.
4.Upon the death of the second-to-last surviving graduate Member, or sooner if by vote of the Class, all operating funds shall be donated to the Foundation, either as a restricted gift for a Class project (preferable) or an unrestricted gift in the event no Class project is designated at that time.
ARTICLE XIII - INCOME AND PROPERTY
1.The income and property of the Class shall be applied solely toward the mission of the Class.
2.In order to preserve and enhance the value of the Class’s financial assets, the Executive Committee shall periodically require the Treasurer to review the investments of the Class and make recommended changes.
3.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 XIV - PHILANTHROPIC FUNDS
1.Philanthropic Funds are the cash and other property donated to benefit USNA through active Class involvement with the Alumni Association and Foundation.
2.The Philanthropic Support Chairman shall negotiate gift agreements between the Class and Foundation for approval of the Executive Committee and execution by the President. All contributions by Members to benefit USNA shall be deposited directly with the Alumni Association or Foundation, as designated in a gift agreement or other guidance.
ARTICLE XV - EFFECTIVE DATE
These Bylaws shall be effective upon adoption.
ADOPTED.
BY VOTE OF THE CLASS on this 20th day of August, 2005
/s/ Peter D. Gness
President
1