BYLAWS OF THE ASSOCIATION OF THE UNITED STATES NAVAL ACADEMY CLASS OF 1964

BYLAWS OF THE ASSOCIATION OF THE UNITED STATES NAVAL ACADEMY CLASS OF 1964

ARTICLE I

Seal

Section 1. The Seal of the Association of the United States Naval Academy Class of 1964, hereinafter referred to as the Association, shall consist of the Crest of the Class of 1964, United States Naval Academy.

ARTICLE II

Dues

Section 1. The Association dues may be assessed annually on a voluntary basis only, with the approval of the Executive Committee, for the purpose of defraying the annual operating costs of the Association.

ARTICLE III

Petitions or Motions Requiring Fundraising

Section 1. Any petition or motion which may necessitate raising, outside of the membership, additional Association funds must be submitted to the Executive Committee for approval.

ARTICLE IV

Association Meetings

Section 1. The Annual Meeting of the Association shall normally be held in the Washington-Annapolis area on a date determined by the Executive Committee. The primary purpose of the Annual Meeting is to elect Officers (except for the President) and the three at-large members of the Executive Committee. Each member of the Association shall have a right to hold office.

Section 2. Notice of the Annual Meeting shall be sent via email to each member whose address is known by the Secretary at least thirty (30) days in advance and published in SHIPMATE no later than the month preceding the Annual Meeting.

Section 3. Meetings of the Washington-Annapolis area chapter may be held at such time and at such place as determined by the Executive Committee.

Section 4. A number of Association members equal to at least ten 10 members, shall constitute a business quorum for the Annual Meeting. Ten (10) members of the Association in the Washington- Annapolis area shall constitute a business quorum for a meeting of that chapter.

Section 5. All meetings of the Association shall be conducted in accordance with the latest edition of Roberts Rules of Order.

ARTICLE V

Executive Committee Meetings

Section l. Meetings of the Executive Committee shall be held at such times and at such places as may be necessary to carry out the duties of that committee, but not less than semi-annually. Meetings may be called by the President, the Executive Vice President, or any two (2) or more members of the Committee on seven (7) days' notice to each member if such notice is delivered personally or sent by email, or on fourteen (l4) days' notice if sent by mail. Notice is considered to have been delivered at the time postmarked in the case of mailed notices and at the time transmitted in the case of emailed notices.

Section 2. The quorum at any meeting shall consist of a majority of the entire membership of the Executive Committee (excluding those Regional Vice-Presidents not in attendance) with decisions to be made by a majority vote.

Section 3. Any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if written or email consent to such action is provided by all members of the Committee and such consent is filed with the minutes of the proceedings for the Committee.

Section 4. The Executive Committee may from time to time appoint such committees and/or additional members as may be necessary or desirable to further the purposes of the Association.

Section 5. The Executive Committee shall be responsible for planning and conducting all class activities in the Washington-Annapolis area.

Section 6. Nothing in this Article shall preclude unilateral action by the President or Executive Vice President that does not bind the Association or expend funds in excess of $500.00, including but not limited to appointment of special committees, without prior reference to the Executive Committee, whenever, in the discretion of the Executive Vice President, such action is deemed necessary or desirable to the timely and orderly conduct or Association business; provided that, in each such instance the President or Executive Vice President shall, as soon as practicable, inform the other members or the Executive Committee of his action. In each such instance, the Executive Vice President shall submit a statement regarding his actions in the minutes of the next Executive Committee meeting.)

Section 7. Past Presidents of the Association shall be voting members of the Executive Committee and shall be invited to all Executive Committee meetings.

ARTICLE VI

Washington-Annapolis Area

Section 1. The Washington-Annapolis area shall be defined as including all members who reside in Washington, Baltimore, or Annapolis, and the environs of such cities. In addition, it shall include members whose residence is near enough to allow regular participation in the area proceedings.

ARTICLE VII

Election of Officers

Section 1. The ballot for President shall contain the names of all nominees in alphabetical order without distinction as to the method of nomination and a space for a write-in candidate. A ballot shall be sent to each Regular Member of the Association by e-mail or mail as set forth below. Information on the nominees will be included with the ballots sent.

(a) E-Mail. If the Association has an e-mail address for a classmate, an e-mail will be forwarded with the specific request that the recipient respond within five (5) calendar days of the date of such e-mail by acknowledging receipt of the ballot by response to the e-mail. At the conclusion of the five (5) day period, the Administrative Vice President will have ballots forwarded by U.S. Postal Service to all classmates who had neither acknowledged receipt of the ballot nor had in the meantime already voted on-line

(b) U.S. Mail. A ballot shall be sent by U.S. Postal Service to all Regular Members for whom the Association does not have an e-mail address concurrent with date of emailing the ballots as discussed in Subsection (a) above.

(c) Timing. Ballots shall be forwarded by e-mail or U.S. Postal Service to all members at least thirty-four (34) calendar days prior to the Reunion Business Meeting. The mailed ballots to non-responding e-mailed classmates shall be forwarded as soon as possible following the expiration of the five (5) day period noted in Subsection (a) above.

(d) Voting Procedure. Classmates shall vote by using the Class Website ballot (online) or by returning their ballot by mail to the Secretary. The Website and Ballot will include voting instructions.

Section 2. Votes shall be cast online at the Class of 1964 Website or by ballot.

(a) Online voting (Class Website) will close at 2400 ET, eight (8) calendar days prior to the day of the Reunion Business Meeting.

(b) Mailed ballots shall be returned to the Secretary and must be postmarked not later than ten (10) calendar days prior to the Reunion Business Meeting date and received not later than the Monday prior to the Reunion Business Meeting. Mailed ballots must have the member’s printed name and signature on the ballot.

(c) Prior to sending ballots, the Administrative Vice President may have classmates reminded to update their class database contact information. After voting begins, the Administrative Vice President may have classmates reminded to vote.

Section 3. Three (3) tellers shall be appointed by the Executive Vice President (or the Administrative Vice President if the Executive Vice President is a Presidential nominee), at least one of whom shall not be a member of the Executive Committee and all of whom shall be Regular Members. The Webmaster shall serve as an additional teller solely for the purpose of tallying the online votes.

(a) The Webmaster shall deliver to the three (3) tellers the online voting results within 24 hours of the close of online voting. The online voting results will include an alphabetical list of the classmates who voted and who they voted for.

(b) The Secretary shall deliver to the three (3) tellers the current listing of Regular Members together with the unopened mailed ballots within 24 hours after the last day mailed ballots may be received.

(c) Prior to counting, the tellers shall check the list of names voting by ballot to ensure that none of the mailed ballots are duplicative of the votes cast online and confirm that all ballots cast are from Regular Members.

(d) The tellers shall then tally the mailed ballots and the online voting results. Upon completion of their tally, the tellers shall certify the results and provide the certification and a report of any irregularities encountered to the Secretary who shall then forward this information to the Executive Committee.

(e) The announcement of the election results may be promulgated as determined by the Executive Committee.

(f) The tellers shall retain custody of the ballots and online voting results until 48 hours following the newly elected President taking office on January 1st and then, unless otherwise directed by the President, shall cause them to be destroyed.

Section 4. The incumbent President shall abstain from voting for his successor except in the case of a tie vote, in which event he shall cast his vote to break the tie.

Section 5. A plurality (largest number) of the votes cast shall elect the President.

Section 6. The slate for the offices of the Executive Vice President, Administrative Vice President, Secretary, Treasurer and the three (3) additional members of the Executive Committee shall be announced and voted upon at each Annual Meeting of the Association.

(a) Any Regular Member is eligible to hold these positions, providing he commits to regular attendance of the Executive Committee meetings.

(b) Additional nominations may be made from the floor.

(d) A majority of the votes cast shall elect.

ARTICLE VIII

Propositions Voted Upon by Membership

Section 1. The Executive Committee or the President may submit to a vote of the members of the Association such propositions as they desire.

Section 2. The Executive Committee shall submit to a vote of the members of the Association any petition signed by at least twenty (20) members. The petitions will normally be presented at the Annual Meeting. Any petition which may require sooner action, as decided by the Executive Committee, will be submitted to the members.

Section 3. Except as provided otherwise in the Constitution and bylaws, a plurality vote of those responsible shall determine any proposition.

ARTICLE IX

Duties of the Officers of the Executive Committee

Section 1. The duties of the Executive Vice President shall include the following:

(a) Shall preside at all meetings of the Washington-Annapolis chapter and the Annual Meeting of the Association when the President is absent;

(b) Shall be responsible for the day-to-day conduct of the affairs of the Association.

Section 2. In addition to those specified in the Association constitution, the duties of the Administrative Vice President shall include the following:

(a) Shall preside at the Annual Meeting and all special meetings of the Association when the President and the Executive Vice President are absent;

(b) Shall assist the Executive Vice President in administrative matters of the Association;

(d) Shall be responsible to the Executive Committee for compliance with the Constitution and bylaws of the Association;

(e) Shall cause the funds of the Association to be audited annually and a statement of such audit to be included in the annual report.

Section 3. In addition to those specified in the Association constitution, the duties of the Secretary shall include the following:

(a) Shall keep a record of the proceedings of the Association;

(b) Shall maintain a record of the name and address of each member and Honorary Member of the Association and an accurate roster of the Washington–Annapolis Area Chapter;

(c) Shall assist the Administrative Vice President in carrying on the correspondence of the Association and the Executive Committee;

(d) Shall keep the minutes of all meetings of the Association and of the Executive Committee;

(e) Shall be custodian of all correspondence books and records of the Association, including the Class Scrapbook;

(f) Shall be responsible for disseminating the minutes of the Annual Meeting at the Association in an issue of SHIPMATE;

(g) Shall have custody of the seal of the Association, and shall be responsible for affixing the seal to appropriate documents of the Association;

Section 4. In addition to those specified in the Association constitution, the duties of the Treasurer shall include following:

(a) Shall collect and receive all monies belonging to the Association and keep strict account thereof;

(b) Shall have the custody of all funds or securities of the Association and deposit the same in the name of the Association at such bank or banks as the Executive Committee may select; PROVIDED: that a bank so utilized will be a member of the Federal Deposit Insurance Corporation or some similar agency providing government insurance for depositors;

(d) Shall keep an account of all income and expenditures

(e) Shall prepare financial reports as requested by the Executive Committee and an annual financial report of the Association.

(f) Shall prepare an annual Association Financial Report to be submitted at the Annual Meeting;

(g) Shall be bonded for such amount as the Executive Committee may determine;

(h) Shall at least annually make recommendations to the Executive Committee regarding the preservation, protection, and enhancement of the financial assets of the Association after first availing himself of the best professional advice from appropriate sources.

ARTICLE X

Income and Property

Section 1. The income and property of the Association from whatever source derived, shall be applied solely toward the promotion of the purposes of the Association, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise by way of profit, to the persons who at any time are or have been members of the Association, or to any of them, or to any person claiming through any of them, PROVIDED that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or employees of the Association; or to any member of the Association, or other person, in return for any services rendered to the Association.

Section 2. In order to preserve, protect and enhance the net worth of the Association's financial assets, the Executive Committee will require the Treasurer, on a periodic basis, to review the investments of the Association and make recommended changes. A shift of assets can be accomplished by the unanimous consent of the Executive Committee. Changes so accomplished will be communicated to the Association through SHIPMATE or other appropriate means.

ARTICLE XI

Honorary Classmates

Section 1. Honorary Class Memberships have been extended to individuals who did not attend the United States Naval Academy with the Class of 1964. Honorary Class Memberships are awarded to widows of members of the Class of 1964 and to other individuals who have made significant contributions to the Association and to the United States Naval Academy. In order to ensure uniform standards for future individuals to be considered as Honorary Members of the United States Naval Academy Class of 1964 the following guidelines are established.

(a) Honorary membership may be conferred by the Association Executive Committee. Honorary members may not vote or hold office and shall not be liable for assessments or dues.

(b) Any member of the Association may submit a written nomination to the Association Executive Committee for an individual to be considered as an Honorary Member of the United States Naval Academy Class of 1964. Each nomination will contain the name of the individual being nominated, a short description of the contribution the individual being nominated has made to the Association, the United States Naval Academy Class of 1964 and to the United States Naval Academy. Each nomination shall also contain the name of the individual making the nomination and the names of at least five additional classmates who support the nomination.

(c) All written nominations will be submitted in writing to the Association Executive Committee. Upon receipt of a written nomination, the Class President, the Executive Vice President and three (3) others members of the Executive Committee designated by the President will review the nomination and submit their recommendation in writing to the Association Executive Committee. The Association Executive Committee will vote on each nomination. All nominations receiving at least a three quarters vote of the members of Association Executive Committee attending the meeting will become Honorary Members of the United States Naval Academy Class of 1964.

(d) Honorary Classmates will be notified in writing by the President. Those nominated, but not approved, will be notified in writing (if applicable) by the individual who submitted the nomination.

Revision Approved 9/20/05

Amended 8/28/09