Chapter Bylaws

C

Chapter Bylaws

ARTICLES OF INCORPORATION OF THE

U.S. NAVAL ACADEMY ALUMNI ASSOCIATION

UPPER MIDWEST CHAPTER, INC.

A MINNESOTA NON-PROFIT CORPORATION

ORGANIZED UNDER CHAPTER 317A, MINNESOTA STATUTES


ARTICLE 1

NAME AND LOCATION OF ORGANIZATION

1.1 Name.  The name of the Corporation shall be U.S. NAVAL ACADEMY ALUMNI ASSOCIATION, UPPER MIDWEST CHAPTER, INC. (referred to hereafter as "Chapter”), as recognized by the U.S. Naval Academy Alumni Association.

1.2 Registered Office. The registered office for the transaction of the activities and affairs of the Chapter ("Office") is located at 26301 Wyldewood Drive, Webster, Minnesota, 55088.  The Board of Directors ("Board") may change the office from one location to another. Any change of location of the office shall be noted by the Secretary and promulgated to the membership via the most feasible means (e.g. website). The Board may at any time establish branch or subordinate offices at any place or places where the Chapter is qualified to conduct its activities.

ARTICLE 2

CORPORATE PURPOSE

2.1 Nonprofit Purpose.  The Chapter is a non-profit corporation organized under Chapter 317A of the Minnesota Statutes. It is not organized for the private gain of any person.

2.2 Specific Purpose.  The Chapter is organized to support the public benefit and to further the following purpose and objectives:

To serve and support the United States, the Naval Service, the Naval Academy, its alumni, and its Chapter members, as defined by Article 3, residing in Minnesota, Iowa, and North and South Dakota:

1.     by furthering the mission of the U.S. Naval Academy;
2.     by seeking out, informing, encouraging, and assisting outstanding, qualified young men and women to pursue careers as officers in the Navy and Marine Corps through the Naval Academy and its Naval Academy Information Program (“Blue and Gold Officer Program”) within the geographic boundaries of the Chapter;
3.     by initiating and sponsoring various activities that will perpetuate the history, traditions, memories, and growth of the Naval Academy and bind alumni together in support of the highest ideals of command, citizenship and government;
4.     by assisting and mentoring the parents of midshipmen, past and present, and supporting Parents’ Associations active within the geographic boundaries of the Chapter.

ARTICLE 3

MEMBERSHIP

3.1 Eligibility.  Application for voting membership shall be open to any alumni in “good standing” and residing within the geographic boundaries of the Chapter.  “Good standing” requires the alumni to a) support the purpose of the Chapter as stated in Article 2, and b) be current with membership dues.  Active (voting) membership is granted after completion and receipt of a membership application and payment of dues, as applicable, for lifetime, legacy, and active duty members.

3.1.1 Lifetime Membership.  Any person who has been sworn in as a Midshipman on Induction Day, and who is no longer on active duty, shall be eligible for Lifetime membership in the Chapter. Membership dues are required. A Lifetime member is eligible to be an Officer or Director of the Chapter.

3.1.2 Associate Membership.  Parent(s) of any current or former Midshipman may qualify for Associate Membership, without any need for sponsorship.  In addition, any person having demonstrated active support of the Naval Service, the U.S. Naval Academy, the Alumni Association, or the Chapter may be sponsored by a regular member for Associate Membership.  Membership will be subject to approval by the Board of Directors.  A person holding membership under this section shall not be eligible to be an Officer or Director of the Chapter, nor are they voting members.  The single exception to this requirement is the current President of the Parents Association of Minnesota who shall automatically qualify for Associate Membership and shall be a voting member of the Board of Directors.

3.1.3 Legacy Membership.  A member who has reached 50 years from his or her class graduation shall automatically be named a Legacy Member, and will be exempt from all further membership dues.  A person holding membership under this section shall be eligible to be an Officer or Director of the Chapter and shall maintain full voting rights.

3.1.4 Active Duty Membership.  Officers who are actively serving and who maintain their home of record within the geographic boundaries of the Chapter are automatically considered Active Duty Members in the Chapter, and are exempt from membership dues.  Active Duty Members shall remain members of the Chapter for as long as they remain on active duty in the armed forces and their home of record remains within the geographic boundaries of the Chapter. Membership dues are waived until such time as they separate from active duty service, at which time they will become eligible for Lifetime (voting) membership assuming members reside within the geographical boundaries of the Chapter.  A person holding membership under this section shall not be eligible to be an Officer or Director of the Chapter.

3.2 Membership Dues.  The amount required for membership dues shall be reviewed and promulgated annually by the Board via the chapter website.  Continued membership is contingent upon being current with membership dues.

3.3 Resignation of Membership.  Any member may resign his/her membership by notifying any member of the Board; such resignation shall be made known to the VP/Membership.  Resignation shall not relieve a member of financial obligations previously accrued.  

3.4 Termination of Membership. A membership may be terminated or suspended as long as a fair and reasonable procedure is used, and all of the relevant facts and circumstances are considered.  This provides:

1.     not less than 15 days' prior written notice of the expulsion, suspension, or termination, and the reasons for it; and

2.     an opportunity for the member to be heard, orally or in writing, not less than five (5) days before the effective date of the expulsion, suspension, or termination by a person authorized to decide that the proposed expulsion, termination, or suspension not take place.  A proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be begun within one year after the effective date of the expulsion, suspension, or termination.  The termination of a member does not relieve the member from obligations the member may have to the Chapter for dues, assessments, or fees or charges for goods or services.

3.5 Voting Membership.  All voting members are entitled to one (1) vote.  Members with voting rights may take action at a meeting by voice or ballot, by unanimous action without a meeting, by mailed ballot, or by electronic communication.

ARTICLE 4

MEETINGS OF VOTING MEMBERS

4.1 Annual Meeting.  A meeting of the voting members shall take place annually; the specific date, time and location will be determined and promulgated with sufficient notice to the active membership by the Board.  

4.1.1 Demand by Members.  If an annual meeting of voting members has not been held during the preceding 15 months, at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may demand an annual meeting of members by written notice of demand given to the President of the Chapter. Within 30 days after receipt of the demand, the Board shall cause a meeting of members to be called and held at the expense of the Chapter on notice no later than 90 days after receipt of the demand.  If the Board fails to cause a meeting to be called and held, the members with voting rights making the demand may call the meeting at the expense of the Chapter by giving notice as required.

4.1.2 Annual Meeting Business.  At an annual meeting of members:

1.     there must be an election of successors for directors elected by members and whose terms have expired or whose terms expire at an annual meeting;

2.     there must be a report on the activities and financial condition of the Chapter; and

3.     the members shall consider and act upon other matters as may be raised consistent with the notice of meeting requirements.

4.2 Special Meetings.  A special meeting of voting members may be called:

1.     by the President or by a simple majority of the Board; or

2.     if at least 50 members with voting rights or ten (10) percent of the members with voting rights, whichever is less, sign, date, and deliver to the President one or more written demands for the meeting describing the purpose for which it is to be held.

4.3 Notice.  Notice of each meeting shall be provided to all voting members, by all means available, not less than five (5) days prior to the meeting and not more than 60 days before the date of the meeting.

4.4 Quorum.  A quorum for a meeting of the voting members shall consist of at least ten percent (10%) of the voting membership.

ARTICLE 5

BOARD OF DIRECTORS

5.1 General Powers.  The affairs of the Chapter shall be managed by its Board of Directors. The Board shall have control of and be responsible for the management of the affairs and property of the Chapter.  Furthermore, the Board shall have the power to levy dues and assessments, to select and remove all agents, employees, and contractors, and to fix reasonable compensation therefore, to authorize and empower officers or agents to enter into contracts and other commitments on behalf of the Chapter, and to appoint and delegate responsibilities and authority to committees, officers, and agents.

5.2 Number, Tenure, Qualifications, and Requirements

5.2.1 Number.  The number of Directors shall be fixed from time-to-time by the Board of Directors, but shall consist of no less than seven (7) including the following Officers: the President, the Vice President/Events Chair, the Vice President/Membership Chair, the Vice President/Communications Chair, the Secretary, the Treasurer, and the Chapter Trustee.

5.2.2 Tenure.  Directors shall serve three (3) year terms and are term-limited to no more than two consecutive terms.  Their terms shall be staggered so that at the time of each annual meeting, approximately one-third (1/3) of all members of the Board of Directors shall expire.  Director terms shall normally commence on 1st day of the month following the annual meeting; vacancies may occur at any time and may dictate shorter terms for Directors (see Section 5.12 of this Article).  Directors shall continue in office until their successors shall be duly elected, or in the event of resignation or termination.

5.2.3 Tenure of Officers: All Officers, except for President and Chapter Trustee, shall serve two (2) year terms and are term-limited to one (1) term in that position. Chapter President and Trustee shall serve no more than one three (3) year term. Terms for all Officers shall be staggered so that at the time of each annual meeting, approximately one-third (1/3) of all Officers of the Board of Directors shall expire. Officer terms shall normally commence on 1st day of the month following the annual meeting; vacancies may occur at any time and may dictate shorter terms for Directors (see Section 5.12 of this Article). 

5.2.4 Qualifications.  Each member of the Board of Directors shall:

1. be a member in good standing of the Chapter (by definition, such member must be current with membership dues and reside within the geographic boundaries of the Chapter);

 2. have been a member in good standing in any previous Chapter, if applicable, and;

  3. preferably have actively participated in the Upper Midwest Chapter for at least one (1) year.  These qualifications are waived for the current President of the Parents’ Association of Minnesota.

5.2.5 Requirements.  Each member of the Board shall attend, in person or electronically, at least seventy-five percent (75%) of all regular and special meetings of the Board each calendar year. Each member of the Board shall carry out his/her duties and responsibilities in a timely and responsible manner in accordance with the highest traditions of naval service.

5.3 Nominations and Election.  Approximately one-third (1/3rd) of the Directors shall be elected by a majority vote of the voting members at the annual meeting.  Alternatively, the election may be held, in part or in its entirety, by mail or electronic ballot as determined by the Board.  The Directors shall be elected from the slate of nominations that are made available to voting members no less than five (5) days prior to the annual meeting.  Members who are present, but who have not cast mail or electronic ballots, may cast ballots at the annual meeting.  Election results shall be announced at the annual meeting, or as soon as possible following the meeting.  If the number of candidates exceeds the number of vacancies on the Board of Directors, each candidate shall be given the opportunity to make a short presentation at the annual meeting with respect to that candidate's qualifications and reasons for seeking election.

5.4 Regular Meetings.  Regular meetings of the Board of Directors shall be held at such date, time, and location as determined by the Board.  There shall be at least four (4) regular meetings of the Board in each calendar year.  Notice of regular meetings shall be promulgated by all available means to the active membership and all members of the Board no less than five (5) days prior to the meeting date.  Agendas are helpful in advance, but not a requirement.

5.5 Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or by any three (3) members of the Board.  The date, time, location and purpose of a special meeting shall be designated in the call, and the Secretary shall cause notice of such meeting to be given as specified in the call.  Notice of any special meeting shall be promulgated by all available means to all Board members no less than two (2) days in advance of the meeting.

5.6 Electronic Meetings.  The Board may hold meetings through the use of electronic communications.  Participation in a meeting using electronic communications shall construe the same level of attendance with respect to a quorum as a regular meeting.

5.7 Notice.  Notice of regular meetings shall be promulgated by all available means to the active membership and all members of the Board no less than five (5) days prior to the meeting date. Notice of any special meeting shall be promulgated by all available means to all Board members no less than two (2) days in advance of the meeting.  Any Director may waive notice of any meeting as long as the requirement to attend 75% of all meetings in a calendar year is met.

5.8 Quorum A quorum shall be reached when “50% plus 1” (i.e., 50% of the total number of Board members + one (1) additional Director) of the Board members are in attendance at any regular or special meeting.  A quorum must be present for the Board to transact official business.  The act of a majority of the members of the Board constituting a quorum shall be regarded as the act of the entire Board.  No action other than to adjourn shall be taken at a meeting at which a quorum does not exist or shall not have existed. 

5.9 Action Without Meeting.  Any action permitted or required by the Board may be taken without a meeting if a majority of the members of the Board individually or collectively consent by all means available to such action.  Such written consent or consents shall be filed in the minutes of the proceedings of the Board. 

5.10 Resignation.  Any member of the Board may resign by notifying the Chapter President.  Resignation shall be immediate; the acceptance of such resignation shall not be necessary to make it effective.  Resignation shall not relieve a member of unpaid dues, or other charges previously accrued.  With proper notification, the Chapter will assist members with enrollment in their new geographic Chapter using any pro rata dues the member may have on balance, or dues may be refunded to the member.

5.11 Removal.  Subject to the provisions of Chapter 317A of the Minnesota Statutes, or its successor Chapter for the governance of non-profit corporations, elected directors may be removed in the same manner as elected officers, as provided in these Bylaws (see Article 6, Section 5).

5.12 Vacancies.  Whenever a vacancy occurs on the Board of Directors, the President may appoint a new board member pending formal approval by a majority vote of the remaining members of the Board at a regular or special Board meeting.  The interim director will serve until the next annual membership meeting, at which time an election for the remainder of the unexpired term shall occur.

5.13 Parliamentary Procedure.  Any question concerning parliamentary procedure at meetings shall be determined by the President by reference to Robert’s Rules of Order.

ARTICLE 6

OFFICERS AND DIRECTORS

6.1 Number and Title.

6.1.1 Officers.  The officers of the Chapter shall include: the President, the Vice President/ Events Chair, the Vice President/Membership Chair, the Vice President/Communications Chair, the Secretary, the Treasurer, and the Chapter Trustee.  The officers of the Chapter are members of the Board of Directors.

6.1.2 Directors.  Additional directors of the Board shall include:  the Blue and Gold Liaison Officer; the State Director for Iowa; the State Director for North Dakota; the State Director for South Dakota; Directors-at-Large; and the President of the U.S. Naval Academy Parents’ Association of Minnesota, who shall automatically be appointed a Chapter Director each May. State Directors should reside, or spend a majority of their time, in their respective states.

6.2 Nominations and Election.  The terms of approximately one-third (1/3rd) of the officers and additional directors will expire each year.  Prospective officers and additional directors shall be interviewed and/or nominated by the Nominating Committee, and shall be slated for election at the annual meeting.  There is no limit on the number of candidates. The officers and additional director nominees shall be made available to voting members no less than seven (7) days prior to the annual meeting.  If the number of candidates exceeds the number of vacancies for that position, each candidate shall be given the opportunity to make a short presentation at the annual meeting with respect to that candidate's qualifications and reasons for seeking election.  The election may be held, in part or in its entirety, by mail or electronic ballot as determined by the Board.  Members who are present at the annual meeting, but who have not cast mail or electronic ballots, may cast ballots at the annual meeting.  Election results shall be announced at the annual meeting, or as soon as possible following the meeting.

6.3  Commencement of Term of Office:  Elected officers and directors shall assume their office on the 1st day of the month following the annual meeting. 

6.4  Duties of Officers.

6.4.1 President:            The President shall serve a single three-year term.  The President is the chief executive officer of the Chapter and shall, subject to the control of the Board of Directors, lead the Chapter.  The President’s duties include, but are not limited to:

1.     When present, preside at all meetings of the Board of Directors;
2.     preside at all general membership meetings, including the annual meeting;
3.     advise, supervise, and mentor officers and directors in the course of Board operations;
4.     ensure the annual elections are managed fairly and in accordance with the provisions contained in these Bylaws;
5.     ensure Chapter reports are accurate, timely, and properly reflect the activities and initiatives of the Board;
6.     ensure the Chapter remains financially solvent and accountable for the effective spends of membership dues and other monies the Chapter may direct; and
7.     perform other duties prescribed by the Board.

6.4.2 Vice President/Events Committee Chair.  The Vice President/Events Committee Chair (VP/Events) shall serve a two-year term.  The Vice President’s duties include, but are not limited to:

1.      Perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act, in accordance with Article 6.4.5;
2.     chair the Events Committee, which includes forming the committee and, if necessary, sub-committees, with the primary responsibility for planning and executing all Chapter events to include, but not limited to:
a.     Annual Picnic
b.     Army-Navy Party
c.     Ad-hoc or special events
d.     Westside and Eastside breakfasts;
3.     perform other duties prescribed by the Board.

6.4.3 Vice President/Membership Committee Chair.  The Vice President/Membership Committee Chair (VP/Membership) shall serve a two-year term. The Vice President’s duties include, but are not limited to:

1.     Perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act, in accordance with Article 6.4.5;
2.     chair the Membership Committee, which includes forming the committee and, if necessary, sub-committees, with the primary responsibility for growing and managing Chapter membership;
3.     manage the Class Representative program;
4.     manage the Chapter sponsorship program;
5.     perform other duties prescribed by the Board.

6.4.4 Vice President/Communications Committee Chair.  The Vice President/Communications Committee Chair (VP/Communications) shall serve a two-year term. The Vice President’s duties include, but are not limited to:

1.     Perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act, in accordance with Article 6.4.5;
2.     chair the Communications Committee, which includes forming the committee and, if necessary, sub-committees, with the primary responsibility for creating and distributing all Chapter communications;
3.     coordinate with VP/Events to create and distribute event information;
4.     manage the Chapter Newsletter;
5.     manage the Shipmate submissions of Chapter news;
6.     perform other duties prescribed by the Board.

6.4.5 Absence of the President.  At any regular or special meeting, in the absence of the President, the vice president who has held his/her position for the longest period of time among the three vice presidents shall act in place of the President, and shall carry forth said duties with all assigned powers of the President.  

6.4.6 Secretary.  The Secretary shall serve a two-year term.  The Secretary’s duties include, but are not limited to:

1.     Maintain the original and all subsequent amended versions of the Chapter Bylaws;
2.     record, publish, distribute and maintain all minutes of the meetings of the Board of Directors.  Meeting minutes shall include the time and place meetings were held, the type of meeting, the notice given, the names of those present, and the number of members present at members' meetings; 
3.     prepare and preserve correspondence, documents, and records of the Chapter, and shall otherwise perform the usual duties of a Secretary; and
4.     perform other duties prescribed by the Board or by the President.

6.4.7 Treasurer.  The Treasurer shall serve a two-year term.  The Treasurer’s duties include, but are not limited to:

1.     Keep accurate financial records for the Chapter;
2.     deposit money, drafts, and checks in the name of and to the credit of the Chapter in the banks and depositories designated by the Board;
3.     endorse for deposit notes, checks, and drafts received by the Chapter as ordered by the Board, making proper vouchers for the deposit;
4.     disburse Chapter funds and issue checks and drafts in the name of the Chapter, as ordered by the Board;
5.     upon request, provide the President and the Board an account of transactions by the Treasurer and of the financial condition of the Chapter; and
6.     perform other duties prescribed by the Board or by the President.

6.4.8 Chapter Trustee.  

6.4.8.1 Tenure.  The Chapter Trustee (“Trustee”) shall exist as long as the Upper Midwest Chapter qualifies to name such Trustee. The Trustee shall serve a single three-year term.

6.4.8.2 Duties.  The Trustee serves concurrently as a Director on the Upper Midwest Chapter Board of Directors and as a member of the National Alumni Association Board of Trustees.  The Trustee is also an Officer for the Upper Midwest Chapter. The Trustee shall represent the Chapter membership to the National Board, shall act as the point of contact between the Chapter and the National Board, and shall keep the Chapter informed on all National Alumni Association highlights and trustee meetings.  The Trustee may be called upon to serve on committees of the National Board.

6.4.8.3 Nomination and Election of Chapter Trustee.  The Trustee shall be elected through a special process, as follows:

1.     The Board of Directors will announce the upcoming vacancy for the Trustee position in January of the year the Trustee’s (three-year) term expires.

2.  Chapter members will be given one month to submit applications for the position directly to the Board, at which point the Board will pass those application packages to the Nominating Committee for review.

3.  The Nominating Committee will interview each prospective candidate for the Trustee position.  All candidates who wish to continue in the election process shall be placed on a final slate of nominees, which will be voted on by the voting membership using all available means no later than March 15th of that year.

4.  The Board of Directors will certify the election of the new Trustee and immediately appoint that officer to the Board and to the National Board as the Chapter’s representative.

6.5 Compensation.  All officers, including the Chapter Trustee, shall serve without compensation.

6.6 Duties of Other Directors.

6.6.1 Blue and Gold Liaison Officer.  The Blue and Gold Liaison Officer shall perform such duties as may be commensurate with supporting the U.S. Naval Academy’s Blue and Gold Program.  The Liaison Officer shall receive such support and guidance as needed from the Board of Directors in the performance of assigned duties.

6.6.2 State Directors.  State Directors will serve as remote directors and represent their state’s Chapter membership.  These directors shall serve three-year terms, and are term-limited to two terms.  State Directors will liaise with their respective state’s Chapter members to assist the Board of Directors in more effectively supporting that contingent of the Chapter’s total membership.

6.6.3 President of the U.S. Naval Academy Parents’ Association of Minnesota.  The President of the Parents’ Association of Minnesota will represent all Parents’ Association chapters within the geographic boundaries of the Chapter.  This officer shall liaise with said Parents’ Association chapters to support the Chapter’s mission, as required.

6.6.4 Directors-at-Large.  Directors-at-Large will serve three-year terms and are term-limited to two terms.  Directors-at-Large are charged with providing additional oversight over Board proceedings to ensure the best interests of the membership in general are being maintained.  Such Directors may also be called on to Chair or join a temporary or permanent Chapter committee.

6.7 Quorum.  A quorum shall be reached when “50% plus 1” (50% of the total number of Board members + one (1) additional Director) of the Board members are in attendance at any regular or special meeting.

ARTICLE 7

COMMITTEES

7.1 Committees of the Board.  The Board, by resolution, may create committees as required, each consisting of at least one (1) director or officer of the Chapter and other members to serve at the pleasure of the Board.  The Board may appoint one or more persons as alternate members of any such committee, who may replace any absent member at any meeting.  Any such committee's authority shall be limited to providing advice and recommendations to the Board or to act as specifically directed by the Board. 

7.1.1 Procedures. Procedural rules governing meetings and members of the Board also govern meetings and minutes of committees of the Board.  Each Committee shall have a Chairperson that reports directly to the President and the Board of Directors.  Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with the provisions of these Bylaws concerning meeting and other Board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board resolution or, if there is none, by resolution of the committee of the Board.  Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the Chapter’s Secretary.  The Board may adopt rules for the governance of any committee, provided they are consistent with these Bylaws, or, in the absence of rules adopted by the Board, any such committee may adopt such rules.

7.2 Standing Committees. There shall be the following standing committees: (a) Financial Audit and Review; (b) Membership; (c) Events; (d) Communications; (e) Nominating Committee; (f) Budget; and, (g) Sustainment Committee.

7.2.1 Financial Audit and Review Committee.  The Financial Audit and Review Committee shall consist of at least three board members, excluding any member in Section 8.3, and up to four Chapter members.  The committee’s charge shall be to review, at least annually, the financial affairs of the Chapter, and to provide an annual audit of the Financial Reports.  The Board of Directors shall review and approve these reports, and make them available to Chapter members.

7.2.2 The Membership, Events, and Communications committees shall be chaired by their respective Vice Presidents, and shall meet as needed to execute their assigned duties.

7.2.3 Nominating Committee.  The Nominating Committee shall meet as needed to coordinate annual election efforts for the Board.  The Chair of the Nominating Committee shall be appointed by the Board of Directors, and need not be a serving member of the Board.

7.2.4 Budget Committee. The Budget Committee is charged with developing an annual operating budget as well as a three-year spending plan that aligns generally with the Events Committee’s schedule of events. These plans shall be reviewed by the Board during the annual meeting at a minimum.

7.2.5 Sustainment Committee. The Sustainment Committee is responsible for fund raising and managing the chapter’s sponsorship program.

7.3 Special Committees.  Special Committees may be established by the President as necessary.  The President shall appoint the chairs of Special Committees and, optionally, its members, who shall serve at the President's pleasure.

ARTICLE 8

DUES AND FINANCE

8.1 Dues.  Dues will be reviewed annually, and determined by the Board of Directors.

8.2 Annual Budget.  Chapter activities which involve the expected receipt and/or expenditure of funds shall be governed each fiscal year by the annual budget.  The annual budget shall be approved by the Board of Directors no later than December 31st for the budget year beginning January 1st.  The annual budget may be amended during the budget year by the Board of Directors as necessary.

8.2.1 Limitations.  No money shall be expended, no contract or financial obligation incurred, and no authority shall be assumed to incur any such contract or financial obligation unless specifically authorized.  Such authorization shall not be assumed even when such budget item has been approved unless the funds are materially available. Any member incurring unauthorized expenditures shall be personally liable for these expenditures.

8.3 Disbursements.  Disbursements of Chapter funds shall be made by an instrument signed by the President, any of the three vice presidents, or the Treasurer.  No disbursements shall be made except as authorized in the budget, or by a majority vote of the Board. The President may commit up to $250 of Chapter funds in furtherance of Chapter goals without prior approval of the Board, but shall report such expenditures to the Board forthwith.

8.4 Reports.  The Treasurer shall prepare and present quarterly and annual financial reports to the regular meetings of the Board of Directors in such form as they shall require.

8.5 Financial Review.  The Chapter’s financial affairs shall be formally reviewed on an annual basis.  The Board may, at its discretion, conduct such a review more often for any reason.  All such reviews shall be conducted by the Financial Audit and Review Committee per Section 7.2.1.  All reports shall be reviewed and approved by the Board of Directors, shall be attached to the Treasurer's annual report, and shall be made available for Chapter members.

8.6 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.

8.7 Fiscal Year.  The Chapter’s fiscal year is 1 January through 31 December.

8.8 Fidelity Bonds.  When deemed necessary by the Board of Directors, all persons designated under Section 8.3 of these Bylaws to disburse Chapter funds shall be bonded, in amounts and coverage, and with surety companies approved by the Board of Directors.

ARTICLE 9

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES, AND OTHER AGENTS

9.1 Right of Indemnity.  To the fullest extent permitted by law this Chapter shall indemnify its directors, officers, employees, and other persons described in Chapter 317A of the Minnesota Statutes, including persons formally occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding" as that term is used in that section, and including an action by or in the right of the Chapter, by reason of the fact that the person is or was a person described in that section.  "Expenses," as used in this Bylaw, shall have the same meaning as in Chapter 317A of the Minnesota Statutes.

9.2 Insurance.  The Chapter shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its officers, directors, employees, and other agents, against any liability asserted against or incurred by any officer, director, employee, or agent in such capacity or arising out of the officer's, director's, employee's, or agent's status as such.

ARTICLE 10

RECORDS AND REPORTS

10.1 Maintenance of Records.   The Chapter shall keep and maintain:

1.     Adequate and correct books and records of account;
2.     written minutes of the proceedings of its members, Board, and committees of the Board; and
3.     a record of each member's name, contact information, and class of membership.

10.2 Membership Records.  Subject to relevant provisions of Chapter 317A of the Minnesota Statutes, any member may do either or both of the following for a purpose reasonably related to the member's interest as a Chapter member:

1.     Inspect and copy the records of members' names, contact information, and voting rights during normal business hours for relevant purposes of the United States Naval Academy Alumni Association, Upper Midwest Chapter, and no other purpose; or,
2.     obtain from the Secretary, on written demand and tender of a reasonable charge, a list of names, contact information, and voting rights of members who are entitled to vote for the election of directors as of the most recent record date for which that list has been compiled, for relevant purposes of the United States Naval Academy Alumni Association, Upper Midwest Chapter, and no other purpose.

10.2.1 The Chapter may, within ten (10) business days after receiving a demand under this section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list.  Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand.

10.2.2 If the Chapter reasonably believes that the information will be used for a purpose other than one reasonably related to a person's interest as a member, or if it provides a reasonable alternative under this section, it may deny the member access to the membership list.  Any inspection and copying under this section may be made in person or by the member's agent or attorney.  The right of inspection includes the right to copy and make extracts.  Any right of inspection extends to the records of any subsidiary of the Chapter.

10.3 Maintenance and Inspection of Articles and Bylaws.  The Chapter shall maintain the original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during normal business hours.

10.4 Inspection by Directors.  Every director shall have the absolute right at any reasonable time to inspect the Chapter's books, records, documents of any kind, physical properties, and the records of each of its subsidiaries.  The inspection shall be made in person or by the director's agent or attorney.  The right of inspection includes the right to copy and make extracts of documents.

10.5 Annual Report.  The Board shall prepare an annual report within one hundred twenty (120) days after the end of the Chapter's fiscal year.  A copy of the report shall be made available for inspection by any member upon reasonable request.  That report shall contain the following information, in appropriate detail, for the fiscal year:

1.     Chapter assets and liabilities as of the end of the fiscal year;
2.     principal changes in assets and liabilities;
3.     Chapter revenues and receipts, both unrestricted and restricted to particular purposes;
4.     Chapter expenses or disbursements for both general and restricted purposes; and
5.     any additional information required by these Bylaws.

ARTICLE 11

AMENDMENTS

11.1 Amendment by the Board.  Subject to the rights of members under these Bylaws, and the limitations set forth below, the Board may adopt, amend, or repeal Bylaws unless the action would materially and adversely affect the members' voting rights.  Additionally, the Board may not extend the term of an officer beyond that for which the officer was elected.

11.2 Amendment by Members.  New Bylaws may be adopted, or these Bylaws may be amended or repealed by approval of the members.  Any provision of these Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended, or repealed except by vote of that greater number.  No amendment may extend the term of a director beyond that for which the director was elected.

ARTICLE 12

MISCELLANEOUS

12.1 Interpretation.  The interpretation of and power to implement these Bylaws and all rules and regulations authorized thereby shall be vested in the Board of Directors, whose decision in that respect shall be final.

12.2 Loans, Guarantees, and Advances.  The Chapter shall not make any loan of money or property to or guarantee the obligation of any director or officer, or any member upon the security of memberships in the Chapter, except as is expressly allowed under Chapter 317A of the Minnesota Statutes.

12.3 Effective Date.  These Bylaws shall become effective immediately following a majority vote of the members present and voting at the annual meeting.  Amendments to these Bylaws shall become effective immediately upon their adoption unless the Board of Directors or members of the Chapter in adopting them provide that they are to become effective at a later date.

12.4 Gender, Tense, and Interpretation.  As used in these Articles, the masculine, feminine, or neutral gender, and the singular or plural number, shall be deemed to include the others whenever the context so indicates.  The headings in this instrument are inserted for convenience of reference and are not intended to be considered in the construction hereof.

12.5 Definitions.  Unless the context requires otherwise, definitions in Chapter 317A of the Minnesota Statutes shall govern.

12.6 Conflict of Interest.  No officer or director shall be entitled to participate in any decision or vote in which such officer or director or any related party or entity of the officer or director receives some financial benefit.  For the purposes of this section, such officer or director may not be part of a quorum for such a vote.

ARTICLE 13

INCORPORATORS

I (we), the undersigned incorporator(s) certify that I am (we are) adult individual(s), 18 years of age or older, authorized to sign these articles and Bylaws, and that the information in these articles is true and correct.  I (We) also understand that if any of this information is intentionally or knowingly misstated that criminal penalties will apply as if I (we) had signed these under oath.

_________________________________________________________________________

NAME STREET ADDRESS         CITY, STATE ZIP        SIGNATURE

_________________________________________________________________________

NAME STREET ADDRESS CITY, STATE ZIP        SIGNATURE

_________________________________________________________________________

NAME STREET ADDRESS CITY, STATE ZIP        SIGNATURE

List a name, daytime phone number, and e-mail address of a person who can be contacted about the articles and form:

   ______________________________________________________________

  Contact Name             Phone Number

  _____________________________________________________________

  E-mail Address

ARTICLE 14

CERTIFICATE OF SECRETARY

I certify that I am the duly elected and acting Secretary of the U.S. NAVAL ACADEMY ALUMNI ASSOCIATION, UPPER MIDWEST CHAPTER, INC., a Minnesota Non-Profit Corporation, that the above Bylaws are the current and proper Bylaws of this Corporation as adopted by the Board of Directors to be effective as of ___________________, and that they have not been changed or modified since that date.  

Executed on ______________, at ______________________________________, Minnesota.

                               

                                                    

David K. Priddy,

Secretary

      26301 Wyldewood Drive, Webster, Minnesota 55088

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