USS Saint Paul Association Bylaws |
ARTICLE I NAME AND REGISTRATION Section 1. Name. The name of this Georgia domestic nonprofit corporation shall be the USS SAINT PAUL Association, Inc. (hereinafter referred to as the Association). Section 2. Registration. The Association's registered address is 3106 Golfers Way, Villa Rica, GA 30180. The registered agent is John Hannabach. The Association is registered with the Georgia Secretary of State, 315 West Tower, 2 Martin Luther King, Jr. Drive, Atlanta, Georgia, 30334. ARTICLE II OBJECTIVES AND LIMITATIONS Section 1. Objectives. The objectives of the Association are: to perpetuate, honor and preserve the memory of USS SAINT PAUL (CA-73) to hold biennial reunions of shipmates in order to enable members to maintain contact with other shipmates; to publish a quarterly newsletter "The Roving Saint" .and to perpetuate the memory and accomplishments of deceased shipmates. Section 2. Limitations. The Association shall not participate in or intervene in any political campaign on behalf of or in opposition to any candidate for public office, including publishing or distributing statements. Further, no part of the net earnings of the Association shall inure to the benefit of any member. ARTICLE III INTERNAL REVENUE SERVICE PROVISIONS Section 1. Status. The Association received tax-exempt status as a U.S. Internal Revenue Code Section 501( c)(19) veterans organization by IRS District Director, P.O. Box 1680, GPO Brooklyn, NY 11202 determination letter of May 9, 1985. Section 2. Donations. Donations to or for the use of the Association are deductible as charitable contributions on the donor's federal income tax return because at least 90 percent of the Association's membership consists of veterans. Section 3. Filing. The Association is required to file by May 15 each year an information return for the previous fiscal year ended December 31, if gross receipts for that year were more than $50,000. If they were less than $50,000 an e-Postcard must be submitted ARTICLE IV MEMBERSHIP Section 1. Regular Members. Past and present members of the Armed Forces who have served in either the ship's company or embarked staffs on board USS SAINT PAUL (CA-73) may become Regular Members upon payment of the prescribed dues. Regular Members in good standing shall be entitled to vote at regular and special meetings of the Association. They are accorded full rights and privileges. Section 2. Associate Members. Persons not qualified to be Regular Members who support the objectives of the Association may become Associate Members upon payment of the prescribed dues. Associate Members may not vote on any elected office. They are accorded limited privileges, to include attending reunions and voting for future reunion locations, receiving the Association newsletter, patronizing the ship's store and serving on standing and special committees. They may serve as the Association Secretary or as the Association Treasurer. Section 3. Lifetime Members. Regular Members and Associate Members who are lifetime members pay no annual dues. They are accorded the rights and privileges they were formerly entitled to as Regular and Associate Members. Section 4. Honorary Members. Persons who have made significant contributions to the Association may be named as Honorary Members by majority vote of the Board of Directors. Regular Members may be named as Honorary Members by a majority vote at a Biennial meeting. With the exception of former Regular Members, Honorary Members may not vote or hold elective office. They are accorded the following privileges: attending reunions and voting for future reunion locations, receiving the Association newsletter and patronizing the ship's store. Section 5. Membership Year. The membership year shall be January 1 through December 31 Section 6. Membership Applications. Applications for Regular and Associate Membership shall be submitted to the Secretary. The Secretary shall, upon receipt of the prescribed dues, cause the member's name to be added to the membership roster, assure that they are provided "new member" materials, and notify the newsletter editor so the new member may be recognized in the next issue. Section 7. Dues and Fees. Dues shall be payable on or before January 1 of each year. The dues for each category of membership shall be as determined by the Board of Directors. The dues amounts shall be specified in the Association Standing Rules. Lifetime members receive a brass membership card at no additional charge. Section 8. Widows. The widow of a Regular Member in good standing at the time of his passing will be assigned her late husband's membership number as an Associate Member for the remainder of the period for which his dues were paid. At the end of that period, if she desires to continue her affiliation with the Association, she may remain as an Associate Member by payment of the prescribed dues. The widow of a Life Member desiring to continue her affiliation with the Association will remain as an Associate Life Member. Section 9. Termination. A membership shall terminate on occurrence of any of the following events: (a) member voluntary resignation or death, (b) failure of the member to pay annual dues by May 1 of each year, or (c) occurrence of any event that renders the Member ineligible for membership, or failure to satisfy membership qualifications. A membership may be terminated based on the good faith determination by the Board of Directors that the member has failed in a material and serious degree to observe the rules of conduct of the Association, or has engaged in conduct materially and seriously prejudicial to the purposes and interests of the Association. Section 10. Nondiscrimination. The Association shall not discriminate in any of its policies or practices on the basis of race, color, religious affiliation, gender, sexual orientation, age, marital status, physical disability or medical condition, national or ethnic origin or citizenship. ARTICLE V OFFICERS Section 1. Officers. There shall be the following officers: President, Vice President, Immediate Past President, Secretary and Treasurer. All except the Immediate Past President shall be elected at the Biennial meeting for a two-year term. The officers are members of the Board of Directors. No elected officer, except the Secretary and the Treasurer, shall hold the same office for more than two (2) consecutive terms. Associate Members may serve as Secretary or as the Treasurer. The term of office shall begin upon adjournment of the Biennial meeting. Section 2. Duties. Expanded officer duties are contained in the Association Standing Rules. The summary duties are as follows: President. The President shall be the Chief Executive Officer. He shall: preside over the Biennial meeting, special and Board of Directors meetings; appoint standing and special committees, coordinate the duties of officers and committees; and serve as an ex-officio member of all committees, except the Nominating Committee. Vice President. If the President is absent, disabled, or otherwise unable to act, the Vice President shall perform the duties of the President. The Vice· President shall perform such other duties as the President and Board may assign. Immediate Past President. The Immediate Past President shall serve as the chair of the Nominating Committee and shall perform such other duties as the President may assign. Secretary. The Secretary shall keep books of minutes of Biennial meetings, special meetings, and Board of Directors meetings. The Secretary shall carry out other duties required by Georgia nonprofit corporation law. In the absence of the President and Vice President, the Secretary shall preside at Board of Directors meetings and call for the election of a chairman pro tempore. Treasurer. The Treasurer shall be the custodian of all funds, prepare reports as directed by the Board of Directors, maintain books of account and prepare an Association annual budget to be approved by the Board. Section 3. Vacancy. A vacancy in the office of the President shall be filled by the Vice President. Other vacancies shall be filled as prescribed in Article VII, Section 5. No member shall hold two positions on the Board of Directors simultaneously. Should both the President and Vice President offices be vacant, the Immediate Past President shall assume the Presidency until such time as a new election can be held. ARTICLE VI MEETINGS· Section 1. Biennial Reunion Meeting. There shall be a regular meeting of the Association every two years as defined in Article X. If a reunion cannot be held as planned, the provisions of these bylaws addressing Biennial Reunion Meeting, Biennial meeting and Biennial business meeting shall be adjusted as needed by the Board of Directors to enable them to deal with the situation resulting from the reunion postponement. These temporary adjustments shall be documented in the board meeting minutes. They shall remain in effect until the conclusion of the re-scheduled reunion. Section 2. Special Meeting. A special meeting of the membership may be called by the President or by eight members of the Board. Regular Members of the Association shall be notified in writing at least 30 days prior to the meeting. The notice shall include the date, time, location and agenda for the meeting. ARTICLE VII BOARD OF DIRECTORS Section 1. Duties. The Board of Directors (hereinafter referred to as the Board) shall have full power and authority to control and manage the Association and transact the business of the Association between Biennial meetings. Additional duties of the Board shall include, but not be limited to the following:
Section 2. Membership. The Board shall be composed of the President, Vice President, Secretary, Treasurer, Immediate Past President and nine directors at large. Section 3. Terms. Terms of officers are prescribed in Article V, Section 1. Directors at large shall serve six-year terms. Three directors at large shall be elected at each Biennial meeting. Only Regular Members of the Association may serve as Directors at Large. Terms shall begin upon adjournment of the Biennial meeting. Section 4. Removal. The Board, by a two-thirds vote of its members, may remove a member for cause. Section 5. Vacancy. The President may appoint a replacement to fill a Board vacancy. The person appointed shall serve until the next Biennial meeting, except that a vacancy in the office of President shall be filled as prescribed in Article V, Section 3. Section 6. Meetings. The Board shall meet at least two times during each Biennial period. Board meetings shall be held prior to and following each Biennial meeting and at such other time and place as called by the President or at the request of eight members of the Board. A meeting of the Board may also be conducted by facsimile/electronic mail or telephone/electronic conference call provided that advance written notice of the meeting is sent providing a detailed agenda and supporting information on the matters to be discussed. Full discussion of the issues must occur either verbally or in written form. Upon the request of any member of the Board, no final action will be taken without an onsite meeting. Minutes detailing matters addressed, comments, and actions taken shall be sent to each member of the Board. Any action which may be. taken at an on-site meeting of the Board, or a committee there9f, may be taken at a facsimile/electronic mail or telephone/electronic conference call meeting if approval in writing setting forth the action so taken is submitted via postal mail, facsimile or electronic mail by eight members of the Board eligible to vote. Section 7. Quorum. Eight members of the Board shall constitute a quorum. Section 8. Power to Act. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. An Associate Member serving on the Board may participate in all deliberations, but may not cast a vote in formal voting conducted by the Board. ARTICLE VIII COMMITTEES AND APPOINTED POSITIONS Section 1. Standing Committees. There shall be the following standing committees: Finance, Membership, Council of Past Presidents, Memorial, and Public Relations. The President shall appoint standing committee chairs. Standing committee chairs shall nominate committee members, subject to approval and appointment by the President. Standing committee duties are specified in the Standing Rules. Section 2. Special Committees. The membership or the Board may recommend to the President other committees deemed necessary to carry on the work of the Association. Upon his approval of such committees, the President may appoint committee chairs and members. Section 3. Nominating Committee. The composition and duties of the Nominating Committee are specified in Article IX, Section 1. Section 4. Appointed Positions. There shall be the following appointed positions: archivist, chaplain, historian, master at arms, newsletter editor, parliamentarian and ship's store manager. The membership or the Board may recommend to the President other positions deemed necessary to carry on the work of the Association. Upon his approval, the President may make such appointments. ARTICLE IX NOMINATIONS AND ELECTIONS Section 1. Nominations. The Nominating Committee shall consist of three Regular Members. Its chair shall be the Immediate Past President. The other two members shall be appointed by the President as soon as practicable following the Biennial meeting. It is the Nominating Committee's duty to nominate at least one candidate for each elected position to be filled at the next Biennial meeting. The Nominating Committee shall make its report in time for it to be included in the Spring issue of the Association newsletter preceding the Biennial meeting. All nominees, including nominees from the floor at the Biennial meeting, must agree to having their names placed in nomination. Section 2. Elections. For each office where the number of candidates is the same as the number of positions to be filled, the Secretary may cast a single vote for the candidate for each office, following membership voice approval of this action. For each office where the number of candidates exceeds the number of positions to be filled, voting shall be conducted by written ballot. In the case where just one position is to be filled, if a majority is not attained by one candidate on the first vote, the candidate receiving the lowest number of votes shall be eliminated and a second vote taken. This process shall continue until one candidate receives a majority. That candidate shall be declared elected. In the case of filling directors at large positions, separate votes shall be taken to fill the two-year, four-year and six-year term openings in that order. If two (or three) positions are to be filled for a given term, the two (or three) candidates receiving the greatest number of votes for each such term shall be declared elected. ARTICLE X REUNION Section 1. Attendance. Attendees to the Biennial Reunion must be current members of the Association with dues and registration fees paid. Spouses and guest of a current member may attend with registration fees paid. New members may attend the reunion if dues and fees are fully paid at registration. Current name tags must be worn for admission to any Association events or activities. Section 2 .. Biennial Reunion Meeting. A regular business meeting of the membership (hereinafter refrred to as the Biennial meeting) shall be conducted as part of the Reunion at a time and date designated by the President. Members of the Association shall be notified in writing at least 30 days prior to the Biennial meeting by a notice in the Association newsletter or by a separate mailing. At the Biennial meeting, officers and directors at large shall be elected and any proper business may be tranacted. Officer and committee reports shall be made at the Biennial meeting. Section 3. Quorum. Twenty five (25) regular members in good standing shall constitute a quorum for the Biennial meeting. Ten (10) regular members shall constitute a quorum for a special meeting. Section 4. Reunion Postponement. If a reunion cannot be held as planned, the provisions of these bylaws addressing Biennial reunion shall be adjusted as needed by the Board of Directors to enable them to deal with the situation resulting from the postponement. These temporary adjustments shall be documented in the board meeting minutes. They shall remain.in effect until the conclusion of the rescheduled reunion. ARTICLE XI INDEMNIFICATION Section 1. Indemnification. Officers, directors at large, employees and agents of the Association shall be indemnified for any costs, expenses or liabilities necessarily incurred in connection with the defense of any action, suit or proceeding in which they are made a part by reason of being or having been a member serving in an elected or an appointed capacity. No member or employee shall be indemnified when adjudged in the action or suit to be liable for negligence or misconduct in the performance of duty. Section 2. Insurance. The Association shall have the right to purchase and maintain insurance or a bond to the full extent permitted by law on behalf of its officers, directors at large, employees and other agents, against any liability asserted against or incurred by an officer, director at large, employee or agent in such capacity or arising out of their status as such. This shall include reunion liability insurance if deemed necessary and appropriate. ARTICLE XII RECORDS AND REPORTS Section 1. Maintenance of Records. The Association will comply with Federal statutes and the Georgia nonprofit corporation law by maintaining adequate books and records of account. Section 2. Members' Inspection Rights. Any member shall have the right to inspect corporate records within 30 days of the request having been submitted. Any associated expense will be the responsibility of the requesting member. Section 3. Annual Report. The President, supported by the officers, shall prepare an annual report to be included in the June issue of the Association newsletter. The annual report shall include a financial report, a compilation statement, a statement specifying where corporate records are located and any statement of insider transactions as required by Federal or Georgia nonprofit corporation law. ARTICLE XIII DISSOLUTION In the event of dissolution or termination of the Association, the assets will be disbursed to pay all indebtedness of the Association and all expenses of liquidation. The remaining assets shall be donated to a nonprofit, charitable organization or organizations, giving preference to organization(s) that provide services to members or former members of the armed services. Such organization shall be chosen by the Board of Directors. ARTICLE XIV PARLIAMENTARY AUTHORITY The current edition of Roberts Rules of Order Newly Revised governs this Association in all parliamentary situations that are not provided for in the law, articles of incorporation, bylaws or adopted rules. ARTICLE XV STANDING RULES Standing rules, including operating policies and procedures of the Association, may be adopted, amended or rescinded by a majority vote of the Board. ARTICLE XVI AMENDMENTS These bylaws may be amended by a two-thirds vote of the Regular Members at a Biennial business meeting of the Association provided that a notice of the motion to amend containing a verbatim copy of the proposed amendments and the original provisions being amended has been sent to the Regular Members of the Association at least thirty days prior to the meeting. These revised bylaws were approved at the Biennial meeting of the Association in Portland, Oregon on August 31, 2002. They were amended at the Biennial meeting of the Association in Indianapolis, Indiana on August 11, 2012. Further amendments were made and approved at the Biennial meeting held in Boise, Idaho on August 29, 2014. Additional amendments were approved at the Biennial meeting held in Kalispell, Montana on September 11, 2021. |