Dated:
June 6, 2002
Operational
BY-LAWS
Of
NAVY
NUCLEAR WEAPONS ASSOCIATION
(A
NOT FOR PROFIT CORPORATION)
ARTICLE
I
NAME
AND LOCATION
SECTION
1 NAME. The name of the Corporation shall be the “Navy Nuclear Weapons
Association”.
It shall be identified by its various
symbols and the legend
"
Keepers of the Dragon."
SECTION
2. LOCATION. The principal office for the transaction of business of the
Corporation shall be in the City of Wilmington, County of New Castle, State of
Delaware but the Corporation may have other offices and may transact business
anywhere in the United States of America.
ARTICLE
II
PHILOSOPHY
The
Corporation believes that the Navy nuclear weapons program was and is an
important part of this nation’s history and heritage and, further, that the
men and women who served, in both military and civilian roles, made a
significant contribution to the freedoms we enjoy today.
ARTICLE
III
OBJECTIVES
The
Corporation has been formed and exists for the following purposes:
1,
To promote the social welfare of the members of the Navy, Marine Corps, Naval
Civil Service and Support Contractors of the Navy Nuclear Weapons community,
hereafter called the “Community.”
2.
To provide information and assistance to the disabled and needy members
of the Community.
3.
To carry on programs to perpetuate the memory of deceased members of
the Community and to comfort their survivors.
4.
To conduct unclassified educational programs to perpetuate the Navy Nuclear
Weapons historical record.
5. To maintain a written history of the Navy Nuclear Weapons program.
6.
To sponsor and participate in activities of a patriotic nature.
7.
To provide informational, social and recreational programs for its members.
8.
To provide charitable and/or educational benefits for the members and their
families.
9.
To utilize appropriate means to carry forward the purposes of the Corporation
and to do what is necessary and proper for the attainment of the objectives
and purposes for which this Corporation is formed.
10.
To perpetuate the memory of nuclear unit administration, team training, team
deployment and concepts as a unique and significant part of U.S. Naval
history.
11.
To instill in family, friends and other non-members, by whatever unclassified
means are available, an awareness of the objectives of the overall nuclear
deterrence and protections by providing anecdotes on the diversity of the
nuclear ratings and personnel involved, the skill levels required, the
security measures imposed, the safety inherent in the program, the pride of
craftsmanship, and the humor and
esprit-de-corps displayed by the members during the lifespan of the
nuclear program.
ARTICLE
IV
ELIGIBILITY
SECTION
1. Membership in the Corporation shall be without regard to age, race, color,
creed, gender, national origin, ethnicity or disability.
SECTION
2. ELIGIBILITY. The REGULAR
MEMBERS of the Corporation shall be composed of active, retired or inactive
members of the Navy and Marine Corps who were attached to the Navy
Administrative Unit, Navy Special Weapons Units #471, #802 or #1233; or any
member of the Navy, Marine Corps, Navy Civil Service or Support Contractor who
received basic or advanced training in the operational use, support,
assembly, disassembly, maintenance, repair, calibration, inspection,
loading, or delivery of nuclear weapons; or was attached to Defense Atomic
Support Agency (DASA), Defense Nuclear Agency (DNA), Special Weapons Unit
Atlantic/Pacific(SWULANT/SWUPAC), NWTCPAC,
NWTCLANT, NWTGPAC, NWTGLANT; WTGPAC, WTGLANT; or was attached to a
Naval command whose primary responsibility
for Nuclear Weapons capability included Depot Level maintenance,
Repair, Storage, Intermediate Level maintenance, Nuclear Safety, Nuclear
Security, or Personnel Reliability Program management,
specialized training in the field of nuclear weapons.
Other memberships’ eligibilities shall be as defined in Article V of
these By-Laws.
ARTICLE
V
MEMBERSHIPS
SECTION
1. Membership in the Corporation is not transferable.
SECTION
2. CLASSES OF MEMBERSHIP
A.
REGULAR MEMBER. Those individuals who meet the criteria defined in Article IV,
and have paid the appropriate dues and fees set by the Corporation. A REGULAR
Member shall have voting rights. REGULAR MEMBERS are hereafter referred to as
‘Members.
B.
ASSOCIATE MEMBER. Individuals who do not meet the REGULAR Member criteria, but
wish to affiliate with the Corporation and have paid the appropriate dues and
fees set by the Corporation. Such members will have no voting rights.
C.
LIFE MEMBER. Automatically bestowed on the surviving spouse of a REGULAR
Member, All dues and fees are waived. Such members will have no voting rights.
D.
HONORARY MEMBER. The Board of Directors may bestow to an individual,
organization or business that has made a significant contribution in
furtherance of the Corporation’s objectives and purposes an HONORARY
membership. All dues and fees are waived. Such members will have no voting
rights.
ARTICLE
VI
MEETINGS
SECTION
1. REGULAR MEETING. A regular meeting of the Corporation shall be held at
least annually. The location of
the meeting shall rotate between the Eastern, Central And Western areas of the
continental United States. The
location of the meeting area shall be selected by a vote of the membership at
the prior year’s meeting. Specific
location, dates and times shall be at the direction of the Board of
Directors. Every effort shall be made to conduct the regular
meeting between September 15th and October 15th of each
year.
SECTION
2 SPECIAL MEETINGS. Special meetings of the Corporation may be called by the
President of the Board, or the Vice-President acting on the direction of, or
in the incapacity of, the President, or by a majority of the Board of
Directors. Regular Members may request a special meeting by submitting a
written request to the Board signed by a minimum of 10 Regular Members and
stating the purpose of calling a special meeting.
All special meeting locations, dates and times shall be at the
direction of the Board of Directors.
SECTION
3. NOTICE OF MEETINGS. The Secretary shall provide a minimum of thirty (30)
days notice of the time and place of all meetings to all members of the
Corporation.
SECTION
4. VOTING. Only Corporation Regular members in good standing shall have voting
privileges. Members in arrears of dues or fees of 1 year or more are not
considered in good standing. Prior
to voting all arrears must be resolved.
SECTION
5. QUORUM. The Board of Directors and a minimum of Ten (10) regular
members in good standing present at any meeting of the Corporation shall
constitute a quorum.
SECTION
6. PROXY.
Voting by proxy shall not be permitted.
SECTION
7. DUTIES OF THE MEMBERSHIP. The primary duty of the Regular Membership of the
Corporation shall be to elect the Board of Directors. In addition, the
membership shall uphold the By-laws of this Corporation and other generally
accepted rules of good order and discipline.
SECTION
8. DELINQUENCIES. Dues shall be paid annually. If dues are not paid by
September 30th of each year, the member will be dropped from
membership and reinstated only after paying a reinstatement fee set by the
Corporation plus the current year’s dues.
ARTICLE
VII
AMENDMENT
S
Amendments
to these By-laws of the Corporation may be made in any scheduled meeting of
the Corporation, provided that the proposed amendment(s) are submitted to the
Board of Directors at least ninety (90) days in advance of a scheduled
meeting. The Secretary shall provide the Regular Membership written notice of
the proposed amendment(s) at least thirty (30) days prior to the meeting.
Passage of any amendment shall require a two-thirds (2/3) majority of the
Regular Membership present at the call for vote.
ARTICLE
VIII
BOARD
OF DIRECTORS
SECTION
1. ELECTION AND INITIAL MEETING. A Board of Directors consisting of; at least
Eight (8) members in good standing shall be elected by a majority of Regular
Members present at the Annual Meeting held by the Corporation.
Immediately following the election meeting the newly elected Board
shall meet for the purpose of electing its officers and conducting any
business that may be necessary. Election of the Board of Directors shall be on
the following schedule:
Even Years
Odd Years
President
Vice-President
Service Officer
Secretary
Chaplain
Treasurer
Master at Arms
Historian
Director
Director
SECTION
2. TERM AND VACANCY, The term of a member of the Board shall be Two (2) years.
Vacancies may be filled by appointment by the Board and the appointee shall
only serve for the remaining term of the Board member being replaced.
SECTION
3. EX-OFFICIO. The Immediate Past President shall be an ex-officio member of
the Board. This member shall be entitled to participate in the deliberations
of the Board, but shall have no vote, unless that individual shall otherwise
be serving an elected term on the Board.
SECTION
3. MEETINGS. It shall be the responsibility of the Board to conduct an Annual
Meeting of the membership at a site and time determined by the Board. Meetings
of the Board are to be determined by the Board with appropriate notice(s)
provided.
SECTION
4. POWERS. The Board, subject to these By-laws, shall exercise all corporate
powers and conduct, manage, and control the affairs and property of the
Corporation. It shall cause the books and financial statement(s) of this
Corporation to be reviewed annually, available to the membership at the Annual
Meeting, and to meet the prescribed requirements of governing legal bodies.
The Board shall have the power to receive, use, hold, invest and reinvest
gifts, memorials, bequests, devises, grants, or funds from whatever source and
use the same of the proceeds thereof for the purposes of this Corporation or
any of its activities, or as specifically designated.
The Board of Directors shall incur no indebtedness or liability in any
year, exceeding the amount of available Funds on hand.
No liability shall be incurred on behalf of the Corporation by any
members of the Board, the Corporation or any group or committee of the
Corporation unless the same is authorized by the Board of Directors.
SECTION
5. QUORUM AND VOTING A majority of the Board of Directors shall constitute a
quorum. No proxy votes are permitted. Votes
shall be recorded by the Secretary either verbally, telephonically or
electronically (such as by e-mail). The
Secretary shall maintain written records of all Board votes and report the
same to the membership at the annual meeting.
SECTION 6. CONFLICT OF INTEREST. Business relationships should not exist between this Corporation and its Directors, or members of the immediate families of the Directors or any business concern owned or controlled by any of them. In instances arising from necessity and/or prudent business, where a business relationship exists, or is proposed to exist, between any of the foregoing, (a) the facts and circumstances of each business relationship must be fully disclosed to the Board verbally and in writing; and (b) the affected Director shall remove himself/herself from any vote or use of his authority that could further any such business relationship. The minutes of the meeting shall reflect the disclosure, along with the written description of the relationship, as well as the vote of the Board
ARTICLE
IX
OFFICERS
SECTION
1. ELECTION AND TERM. The officers of the Corporation shall be the President,
the Vice-President, the Secretary, the Treasurer, and such other positions as
the President may direct. It is
recommended that the positions of Chaplain, Service Officer, Historian and
Master at Arms be filled. The
Secretary and Treasurer may be a combined position held by one Director. In
such case, that individual shall have a single vote.
Officers are elected from among, and by, the Board of Directors. The
normal terms of office of the officers shall be Two (2) years, unless
conflicting as otherwise provided for in these By-laws.
SECTION
2. REMOVAL FROM OFFICE. Any officer may be removed from office and the Board,
with or without cause, by a vote of not less than Two-thirds (2/3) of the
members of the Board.
SECTION
3. DUTIES.
A.
PRESIDENT. Shall preside at all meetings of the Corporation and shall act as
the President of the Board. The President shall be an ex-officio member of any
groups or committees that are formed by the Board. The President shall perform
all duties usually associated with the office or as assigned by the Board;
shall be directly responsible to the Board; shall report to the Board all
important matters pertaining to the welfare of the Corporation. The President
shall assume the duties of the Treasurer, in the event the Treasurer is unable
to perform his/her duties, until such time that that the Treasurer can assume
his/her duties or until the Treasurer's position is filled by the Board of
Directors.
B.
VICE-PRESIDENT. Shall perform such tasks as assigned by the President or the
Board. In case of the President’s inability to serve, resignation, removal
from office, or death, the Vice-President shall fill the remaining term.
The office of Vice President so vacated by ascension to President shall
be filled from among the remaining Board members and by the majority vote of
all Board members.
C.
SECRETARY. Shall keep all records of the meetings of the Corporation and its
Board: shall serve notice of all meetings; shall be responsible for and
maintain all minutes, correspondence, files, records and papers of this
Corporation. The Secretary may sign on behalf of this Corporation, with other
such officers, as are specifically authorized by the Board. The Secretary
shall assume other duties that from time to time may be assigned by the Board.
D.
TREASURER. Shall be responsible for all the funds of this Corporation; shall
authorize the paying out of monies on such approvals and signatures as the
Board may determine; shall be responsible for the establishing of financial
controls, the maintenance of adequate books of account; shall present to the
Board financial statements of receipts and expenditures; and, at the close of
each fiscal year, shall present to the Board, financial reports that may
include a balance sheet and an income and expense statement required by the
Board or governing legal authorities. The Treasurer may assume other duties as
assigned by the Board. The Treasurer shall have the power to sign all checks,
drafts, notes, warrants and orders for the Board of Directors.
ARTICLE
X
COMMITTEES
The
President, with the approval of the Board, may appoint Standing Committees
and/or Special Committees, for such a period as necessary, to study specific
initiatives or interests for the Corporation and to make recommendations to
the Board. The Chairman of each committee may or may not be a member of the
Board, but shall be a Regular member. Committee members shall be appointed by
the Chairman and may consist of any category of membership. Each committee
member, with the exception of ex-officio members, shall have a vote at
committee meetings. Examples of committees may be: Fiscal, Membership, Public
Relations, Program, Endowment, Investment, etc. The committees may be
dissolved at any time by a majority vote of the Board.
ARTICLE
XI
RULES
AND PROCEDURES
Unless
otherwise provided for in these By-laws, “Roberts Rules of Order” shall be
observed as the rules of procedure for all meetings.
ARTICLE
XII
FISCAL
YEAR
The
fiscal year of the Corporation shall begin on October first of each year and
end on September thirtieth of the succeeding calendar year.
ARTICLE
XIII
INUREMENT
The
Corporation shall have no power whatsoever to issue capitol stock, and no
dividends or pecuniary profits shall be declared, or paid to, or inure to any
member, director or officer of this Corporation.
ARTICLE
XIV
DISSOLUTION
No
member, director or officer of the Corporation shall be entitled to share in
the distribution of Corporation’s assets upon the dissolution of the
Corporation. In the event of
liquidation, dissolution or abandonment of this Corporation, no portion of the
property or assets shall inure to the benefit of any private person, but the
same shall be distributed to a fund, foundation, corporation or association,
as identified by this Corporation’s Board of Directors. The identified
entity shall conform to the requirements of the Internal Revenue Code and
corresponding sections of subsequent revenue acts that have been adopted
thereto. Those historical and/or
educational items and materials that have been placed on loan to the
Corporation for the furtherance of its purposes shall be returned to the
rightful owners.
ARTICLE
XV
INDEMNIFICATION
The
Corporation shall indemnify and hold harmless each of its former, existing and
future Directors and officers to the maximum extent possible and/or permitted
by law. Without limiting the
foregoing, a Director or officer shall not be personally liable to the
corporation or any of its members for monetary damages for action taken or for
failure to take any action as a Director or officer except as otherwise
provided by law. For purposes of
this Article XV, this indemnification includes those properly appointed to any
committee of the Corporation. Excepted
from this indemnification is anyone otherwise covered who acts outside their
authorization for the Corporation, who acts in a criminal capacity or who acts
with gross negligence.
ARTICLE
XVI
AGENCY
The
law firm of Elzufon, Austin, Reardon, Tarlov & Mondell PA, its successors,
heirs and assigns, whose address is 300 Delaware Avenue, Wilmington, Delaware
and which is and has been a bona fide resident of New Castle County, Delaware
is hereby appointed the Statutory Agent for this Corporation in the State of
Delaware, upon which service of process may be made.