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Greater Philadelphia Area Chapter Bylaws

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BYLAWS
OF
GREATER PHILADELPHIA CHAPTER OF
THE UNITED STATES NAVAL ACADEMY ALUMNI ASSOCIATION

 

ARTICLE I
Organization

Section 1.01.   Name. The name of the organization, as recognized by the United States Naval Academy Alumni Association (“Alumni Association”), shall be Greater Philadelphia Chapter of the United States Naval Academy Alumni Association (“Chapter”).

Section 1.02.   Organization. The Chapter, registered in Pennsylvania as a non-stock corporation under the name U.S. Naval Academy Alumni Association of Philadelphia, Inc., is a tax-exempt charitable and educational organization within the meaning of Section 501(c)(3) of the Internal Revenue Code.

Section 1.03.   Office. The Chapter may have offices at such places both within and without the Commonwealth of Pennsylvania as the Board of Directors of the Chapter (“Board”) may from time to time establish or the business of the Chapter may require.

Section 1.04.   Purpose. The purpose of the Chapter is to (i) foster interest in the United States, the U.S. Navy and Marine Corps, and the U.S. Naval Academy (“Academy”) and its graduates; (ii) to perpetuate friendships and associations among graduates and stakeholders of the Academy; (iii) to identify, engage, and support qualified Academy candidates; and (iv) to initiate and sponsor activities that promote the history and traditions of the Academy and bind graduates together in support of the highest ideals of citizenship, government and leadership.

Section 1.05.   Business Pursuits. The Chapter shall not engage in any business pursuits or otherwise take any action that would jeopardize the exempt status of the Chapter pursuant to federal or state tax laws.

 

ARTICLE II
Membership

Section 2.01.   Classes of Membership. There shall be three classes of membership consisting of “Regular Members,” “Associate Members,” and “Honorary Members” (collectively, the “Members”). An eligible person may become a regular member or associate member by payment of dues to the Chapter. Failure to pay dues shall be considered cause for revocation of membership.

(a)        Regular Members. Membership as a Regular Member is restricted to Academy graduates whose military service has not been terminated under “other than honorable” conditions and to non-graduating former midshipman after the last Academy class of which they were a member has been commissioned. Only Regular Members shall have the right to vote and to hold office as a Director or Officer.

(b)       Associate Members. Any person not eligible as a Regular Member who has demonstrated active support of the Naval Service of the United States, the Academy, or the Chapter may apply for membership as an Associate Member. The Board will consider approval of each application for associate membership on an individual basis. The number of Associate Members shall not exceed ten percent (10%) of all Members.

(c)        Honorary Members. Any person not eligible for membership as a Regular Member who has rendered outstanding service to the Naval Service of the United States, the Academy, or the Chapter may be appointed by the Board as an Honorary Member. Any Regular Member may nominate any individual for honorary membership at any time. Except as set forth in Section 2.02, an Honorary Member shall be a lifetime designation. Honorary Members shall not pay dues.

Section 2.02.   Revocation of Membership. Any member may be suspended or expelled from membership in the Chapter for due cause by a majority vote of the Board, or may resign upon submission of his or her resignation in writing to the Secretary. Suspended or expelled Members shall not be eligible for the repayment of membership dues.

Section 2.03.   Member Dues. Dues for membership in the Chapter shall be handled in accordance with policies established by the Board. The amount for dues payable by Members will be established by the Board as part of approving the Chapter’s annual budget.

 

ARTICLE III
Meetings of Members

Section 3.01.   Annual Meeting. Meetings of the Members shall be held at least once each calendar year on such date and at such hour as determined by the Board and designated to the Members in a written notice. Such notice shall be delivered, in physical or electronic form, to all Members at least thirty (30) days prior to the annual meeting and shall contain nominations for Officers and Directors. At annual meetings, the Regular Members shall elect Officers and Directors and transact such other business as may be properly brought before the meeting. A majority of Regular Members present at the annual meeting, notice for which shall have been duly given, shall constitute a quorum for the purpose of the transaction of any business requiring the vote of the Members of the Chapter.

 

ARTICLE IV
Board of Directors

Section 4.01.   Power. The powers of the Chapter shall be exercised by or under the authority of, and the business, property and affairs of the Chapter shall be managed under the direction of, the Board. Members of the Board need not be residents of the Commonwealth of Pennsylvania, absent any provision to the contrary in the Articles of Incorporation or the laws of the Commonwealth of Pennsylvania.

Section 4.02.   Number and Qualification. The Board shall be comprised of all Officers identified in Article V and directors (each a “Director” and, together, the “Directors”) elected or appointed as described in Article VI. The Board shall set the number of Directors from time to time; provided, however, that the number of Directors shall not be decreased to fewer than three. No decrease in the number of Directors shall shorten the term of any incumbent Director. Each Director must be a Regular Member.

Section 4.03.   Resignation. Any Director may tender his or her resignation as a Director at any time. Any such tender of resignation shall be made in writing and shall take effect at the time specified therein or, if no time is so specified, at the time of receipt by the Chairperson, the President, or the Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in such resignation.

Section 4.04.   Removal. Any Director may be removed from office, with or without cause, at any meeting of the Board by the affirmative vote of a majority (determined without including the affected Director) of the full Board. Directors who are removed in accordance with this Section 4.04 shall cease to serve immediately upon removal.

Section 4.05.   Vacancies. Any vacancy occurring in the Board, whether by removal, resignation, or an increase in the number of positions on the Board, may be filled at a meeting of the Board by the affirmative vote of a majority of the remaining Directors, even if such remaining Directors comprise less than a quorum of the Board. A Director appointed by the Board to fill a vacancy shall serve to the end of the term for which the vacating Director was elected or appointed.

Section 4.06.   Meetings. Periodic meetings of the Board shall be held at such times and places (within or without the Commonwealth of Pennsylvania) as the Chairperson shall determine and designate to the Directors in a written notice; provided, however, that at least one meeting of the Board shall occur each calendar year. Such written notice shall be delivered, in physical or electronic form, to all Directors at least 7 days prior to any meeting of the Board. Except as otherwise provided by law or by the Articles of Incorporation, such notice need not specify the business to be transacted at, or the purpose of, such meeting.

Section 4.07.   Quorum, Voting by Proxy. A majority of the number of Directors then in effect shall constitute a quorum for the transaction of business by the Board, and the act of the majority of Directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board, unless an act by a greater number shall be required by law, by the Articles of Incorporation, or by these Bylaws.. A Director may vote in person or by proxy executed in writing by the Director. No proxy shall be valid after three months from the date of its execution. Each proxy shall be revocable unless expressly provided for therein.

Section 4.08.   Procedure at Meetings. The President shall preside as Chairperson at meetings of the Board. In his or her absence, any Officer authorized by the Bylaws or any member of the Board selected by Members present shall preside. The Secretary shall act as secretary at all meetings of the Board. In the absence of the Secretary, the presiding officer of the meetings may designate any person to act as secretary. At meetings of the Board, the business shall be transacted in such order as the presiding officer may from time to time determine.

Section 4.09.   Presumption of Assent. Any person serving as a Director or as a member of a committee of the Board who is present in person at a meeting of the Board or such committee at which action on any Chapter matter is taken shall be presumed to have assented to the action taken unless a dissent or abstention shall be entered in the minutes of the meeting, or unless the Director shall file a written dissent or abstention to such action with the person acting as secretary of the meeting before adjournment thereof. Such right to dissent or abstain shall not apply to a Director or member of such committee who voted in favor of such action.

 

ARTICLE V
Officers

Section 5.01.   Titles and Qualifications. The officers of the Chapter shall consist of a President, a Vice President, a Secretary, a Treasurer and such other officers as the Board may, from time to time, deem appropriate (each an “Officer” and, together, the “Officers”). Two or more offices may be held by the same Officer, provided, however, that one Officer shall not serve concurrently as both President and Secretary. A committee duly designated by the Board may perform the functions of any Officer and the functions of any two or more Officers may be performed by any single committee, including, without limitations, the functions of both President and Secretary.

  1. President – The President shall perform the customary duties of a chief executive officer, including but not limited to, acting as the presiding Officer at meetings of the Members, the Officers, and the Board; preparing, presenting to the Board for approval, and ensuing the orderly execution of an annual operating plan for the Chapter; ensuring that all orders of the Officers and Board are carried into effect; and serving as the principal liaison between the Chapter and the Alumni Association. The President shall have the power and authority to sign contracts, deeds, and other legal documents on behalf of the Chapter.
  2. Vice President – The Vice President shall perform the customary military duties of an executive officer, including but not limited to, serving as the primary assistant to the President; assuming the duties of President in the President’s absence; and coordinating the scheduling of events involving the Chapter.
  3. Secretary – The Secretary shall perform the customary duties of a corporate secretary, including but not limited to, maintaining and ensuring compliance with these Bylaws, the Articles of Association, and other governing documents; recording and maintaining written minutes of the meetings of the and the Board, including any committees thereof; preparing and preserving correspondence, documents, and records of the Chapter; and preparing and filing all reports and may be required by federal, state, and local regulations. The Secretary shall have the power and authority to sign contracts, deeds, and other legal documents on behalf of the Chapter.
  4. Treasurer – The Treasurer shall perform the customary duties of a chief financial officer, including but not limited to, preparing, presenting to the Board for approval, and administering an annual budget; receiving, depositing, and disbursing all funds; maintaining adequate and correct financial records of account; preparing end-of-year financial statements; and filing all federal, state, and local tax returns.

Section 5.02.   Resignation. Any Officer may tender his or her resignation as an Officer at any time. Any such tender of resignation shall be made in writing and shall take effect at the time specified therein or, if no time is so specified, at the time of receipt by the President or, in the case of a President’s resignation, the Secretary. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in such resignation.

Section 5.03.   Removal. Any Officer may be removed from office, with or without cause, at any meeting of the Officers by the affirmative vote of a majority (determined without including the affected Officer) of the Officers. Officers who are removed in accordance with this Section 5.03 shall cease to serve immediately upon removal.

Section 5.04.   Vacancies. Any vacancy of an Officer position, whether by removal, resignation, or an increase in the number of positions, may be filled at a meeting of the Officers by the affirmative vote of a majority of the remaining Officers. Any Officer appointed to fill a vacancy shall serve to the end of the term for which the vacating Officer was elected or appointed.

Section 5.05.   Meetings. Periodic meetings of the Officers shall be held at such times and places (within or without the Commonwealth of Pennsylvania) as the President shall determine and designate to the Officers in a written notice; provided, however, that at least two meetings of the Officers shall occur each calendar year. Such written notice shall be delivered, in physical or electronic form, to all Officers at least 7 days prior to any meeting of the Officers.

 

ARTICLE VI
Elections

Section 6.01.   Nominations. Any Member may nominate any Regular Member as a candidate for any office of the Chapter. The Board shall ensure that each nominated candidate consents to his or her nomination and is given an opportunity to present to the Members his or her qualifications and reasons for seeking election.

Section 6.02.   Voting. The Board shall ensure that an election for all open positions as a Director or an Officer is held on an annual basis on or about the same date each year. Voting may take place by any reasonable means determined by the Board, provided, however, that each Regular Member’s vote shall be made in secret.

Section 6.03.   Election. Each Director and Officer shall be elected by a plurality of the voting Regular Members. In the event that two or more persons receive an equal number of votes for the same office, the Board shall decide the tie by lot.

Section 6.04.   Assumption of Office. Each elected Director and Officer shall assume office on the date specified by the Board when calling such election, provided that such date shall be no more than 90 days after such election.

Section 6.05.   Term of Office. Each elected Director shall serve for a two-year term, until he or she resign, or until he or she is removed in accordance with Section 4.04. Each elected Officer shall serve for a three-year term, until he or she resign, or until he or she is removed in accordance with Section 5.03. Officers and Directors may be elected to serve an unlimited number of consecutive terms.

Section 6.06.   No Compensation. No Director or Officer shall receive any salary or compensation for his or her service; provided, however, that, subject to Section 1.05, nothing herein shall preclude any Director or Officer from serving the Chapter in any other capacity or receiving compensation therefor.

 

ARTICLE VII
Certificate of Secretary

I certify that I am the duly acting Secretary of the U.S. Naval Academy Alumni Association of Philadelphia, Inc., a Pennsylvania nonprofit corporation, and that the above Bylaws are the current and proper Bylaws of this Chapter as adopted by the Board to be effective as of December 16, 2019.

/s/
Nicholas Rygiel

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