Constitution and Bylaws
ARTICLE I
Name, Address, and Objectives:
SECTION 1.
The organization operating under this Constitution and By-Laws, established July 21, 2005 and incorporated under the laws of the State of Illinois, shall be know as: "NAVY MSO ASSOCIATION" also “NMSOA”
SECTION 2.
The registered address of the Association shall be the address of the registered official who is the Incorporator resident in the state of Illinois.
SECTION 3.
The objects (or objectives) of the Association shall be:
The Navy MSO Association is a group of former MSO Sailors that have a goal to preserve the memory of our beloved MSO's, all 101 of them, as a memorial to the men who served on any of those sweeps, anywhere in the world and in many foreign countries. We are dedicated to the Brotherhood of all past MSO Sailors as well as the education, focus, and the raising of awareness concerning the History of MSO's and their role in preserving and keeping the world's sea-lanes and harbors safe and free of mines.
SECTION 4.
The Association shall not be conducted or operated for profit and no part of any profits or remainder or residue from dues or donations to the Association shall inure to the benefit of any member or individual.
SECTION 5.
The members of the Association shall adopt and may, from time to time, revise such By-Laws as may be required to carry out these original objects.
ARTICLE I:
Membership
SECTION 1.
Eligibility
There shall be four types of membership open to all persons that served in any countries Navy in the “Free World” onboard any of 101 MSO’s (Ocean Minesweeper) hereafter referred to as: MSO; or any other mine warfare vessel and / or individuals and groups who subscribe to the purposes / objects of this association.
(a) Regular - Served onboard any MSO from any country in the “Free World” during any time period. Enjoys all membership privileges including the right to vote, become a director and hold office. The payment of dues will be that of regular membership or a one-time payment for life.
(b) Hardship - Served onboard any MSO from any country in the “Free World” during any time period. Enjoys all membership privileges including the right to vote, but not hold office. The standing Board of Directors will waive the payment of dues in private session.
(c ) Associate - Entitled to all privileges of Association membership except voting and holding office. An associate member is not counted in determining a quorum. The payment of dues will be that of an Associate membership.
(d) Charter - Charter members may be elected from among those persons or Associations having rendered valuable contributions in kind to the NMSOA, decided on and voted by the standing Board of Directors. They shall be exempt from payment of dues and shall be entitled to all privileges of the Association, except that they shall not be entitled to vote or to hold office; however, if a Charter member individual wishes to vote or hold office, they must meet the eligibility requirement of a regular member and must pay the dues of a regular membership.
SECTION 2.
Dues
The Board of Directors shall set membership dues with approval by a majority of the members at the next authorized annual business meeting. All dues shall become due and payable on or before January 1st of each calendar year. During the month of November, the Treasurer shall send each member a statement of his dues for the ensuing year. No member may vote or hold office, whose dues are not paid for the current year. New members dues shall not be prorated.
SECTION 3.
Election to Membership
Each applicant for membership shall apply on a form approved by the Association, which form shall state that the applicant agrees to abide by the Constitution and By-Laws of the Association. The application shall state the name, address, dates of military service and for which country, along with the name and / or hull number of the qualifying vessel . The applicant shall have received an Honorable Discharge or discharged under honorable conditions. At the time of application, the prospective member shall submit Association dues for the current year. All applications are to be filed with the Treasurer of the Association, through the Membership Director.
SECTION 4.
Termination of Membership
Memberships may be terminated:
(a) By resignation. Any member may resign from the Association upon written notice to the Secretary.
(b) By lapsing. A membership will be considered as lapsed and will be automatically terminated if such member's dues remain unpaid ninety (90) days after January 1st of each year; however, the Board may grant an additional ninety (90) days of grace to such delinquent members in meritorious cases. In no case may a person whose dues are unpaid as of the date of a meeting be entitled to vote at that meeting.
(c) By expulsion. A membership may be terminated by expulsion as provided in Article VII, Section 1, Discipline.
ARTICLE II
Meetings and Voting
SECTION 1.
Association Meetings
Meetings of the Association may be held either in person, or via Internet meeting, on the first month of each quarter; at least four times in a calendar year, at such hour and place as may be designated by the Board of Directors. These meetings may be rescheduled from time to time to conform with an individual Ships Association meeting or Reunion that the NMSOA may chose to visit to conduct it’s business. Written notice by e-mail of each such meeting, or by the US Mail system if the member chooses, and shall be posted on the Internet NMSOA bulletin board to members at least seven (7) days prior to the date of the meeting. The quorum for such meetings shall be twenty percent (20%) of the Regular Members in good standing. A legal quorum will be considered valid if the Secretary holds proxy votes from the membership in the amount of at least 25%, directing him to vote in a certain way, in their name due to any reason they may have for not attending. These proxy votes will count toward and constitute a legal quorum. These meetings will also constitute a legal decision made in the name of the Association.
SECTION 2.
Special Association Meetings
Special Association meetings may be called by the President, or by a majority vote of the members of the Board who are present and voting at any regular or special meeting of the Board, and shall be called by the Secretary upon receipt of a petition signed by 25% of the regular members of the Association who are in good standing. Such special meetings shall be held at such place, date, and hour as may be designated by the person or persons authorized herein to call such meetings. The Secretary shall e-mail or sanil mail written notice of such meeting at least five (5) days and not more than fifteen (15) days prior to the date of the meeting, and said notice shall state the purpose of the meeting. No other Association business may be transacted thereat. The quorum for such a meeting shall be twenty percent (20%) of the regular members in good standing including by proxy through a Director.
SECTION 3.
Board Meetings:
Meetings of the Board of Directors shall be held, on a place on the internet designated as strictly an NMSOA Management site, at least four times each year, within ten (10) days prior to each regular membership meeting at such hour and place as may be designated by the Board. Written notice of each such meeting shall be e-mailed and or snail mailed as necessary by the Secretary at least five (5) days prior to the date of the meeting. The quorum for such a meeting shall be a majority of the Board. Except as otherwise provided for herein, the affirmative vote of the majority of the Board shall constitute the act of the Board of Directors.
SECTION 4.
Special Board Meetings
Special meetings of the Board may be requested by the President, and shall be called by the Secretary upon receipt of a written request signed by at least 50% of the standing Board members. Such special meetings shall be held at such place and time designated by availability of members. The Secretary shall e-mail or snail mail as required, notice of such meeting at least five (5) days and not more than ten (10) days prior to the date of the meeting, or e-mailed notice shall be filed at least three (3) days and not more than five(5) days prior to the date of the meeting. Any such notice shall state the purpose of the meeting and no other business shall be transacted thereat. The quorum for such a meeting shall be two-thirds (2/3) of the Board of Directors.
SECTION 5.
Voting
Each regular member in good standing whose dues are paid for the current year shall be entitled to one (1) vote at any meeting of the Association at which he is present or has presented his proxy vote (with receipt) to the Secretary of the Association. Proxy voting will be permitted at any Association meeting or election and may be considered as part of the quorum at any meeting or election with the exception of Board meetings.
ARTICLE III
Directors and Officers
SECTION 1.
Board of Directors
The Board of Directors shall be comprised of the four (4) Original Incorporators, (also known as the Executive Committee) President, Vice-President, Secretary, Treasurer, along with four (4) other elected persons as Directors. The President shall officiate as the Chair of the standing Board. All shall be voting members of the Board. All shall be members in good standing and all, except the Original Incorporators, (members of the Executive Committee) , shall be elected for one (2) year term at the Associations annual meeting as provided in Article IV, Section 2 and shall serve until their successors are elected. General management of the Associations affairs shall be entrusted to the Board of Directors, to include preparing and submitting the proposed budget for the ensuing year to the membership for approval at the first regular meeting following the taking of office. Any non-budgeted expenditures of more than Five Hundred dollars ($500.00) must be approved by the membership. This includes purchasing, leasing, selling of property including land, buildings, utilities, materials, and equipment required for use by the Association. A quorum of the Board of Directors will always be the majority of Board members in case the number cannot be divisible by three to create a two thirds (2/3) majority of Board members. The Board of Directors may install by unanimous consent any Officer that has served at least one term in an elected office or as a Director, to become a member of the Executive Board. The Executive Board may or may not have voting members as determined by the Board of Directors and their vote will consist of their elective power individually. The Executive Board will be installed for suggestions and association public relations to and for the public and private sectors of our communities.
SECTION 2.
Officers
The Associations Officers, consisting of the President, Vice-President, Secretary, and Treasurer, shall serve in their respective capacities with regard to both the Association and its meetings and the Board and its meetings. With the Exception of the Treasurers seat, which shall be a continuing position until such time as the Treasurer submits a notice of intent to vacate the position to the Board of Directors or by legal vote to remove by the Board of Directors, These offices are for two years duration and may be re-elected for two additional terms of office but not to exceed six (6) years concurrent. An Officer may stand for re-election for an additional six (6) years concurrent run for that same office after standing down from that particular office for six (6) years even if they served in another capacity as an Associations Officer. The President may sign, along with the Treasurer, any contracts or other instruments which the board has authorized to be executed, except in cases where the signing and execution of certain documents shall be that powers directed to the original incorporators of the Association with regards to corporation stability and solvency.
(a) The President shall preside at all meetings of the Association and of the Board. He shall by virtue of his office be Chairman of the Board of Directors.He shall present at each annual meeting of the organization an annual report of the work of the organization. He shall appoint all committees, temporary or permanent.He shall serve as an ex-officio member of all Committees except the Nomination Committee. He shall see all books, reports and certificates required by law are properly kept or filed. He shall be one of the officers who may sign the checks or drafts of the organization. He shall have such powers as may be reasonably construed as belonging to the chief executive officer of any organization.
(b) The Vice-president shall have the duties and exercise the powers of the President in case of the President's death, absence or incapacity.
(c) The Secretary shall keep a record of all meetings of the Association and of the Board and of all matters of which the Association shall order a record of minutes. He shall create Corporate Resolutions for all Official votes taking place within the Board of Directors and Membership. He shall be reponsible to collect and note all proxy votes received during voting periods.He shall have charge of the correspondence, notify members of meetings, notify new members of their election to membership, notify Officers and Directors of their election to office, keep a roll of the members of the Association with their addresses, May be at the descression of the Board of Directors the Corporate Parliamentarian and carry out such other duties as are prescribed in these By-Laws. Membership rolls are considered a private and confidential matter but the number of members (count) is a matter of public record.
(d) The Treasurer shall collect and receive all monies due or belonging to the Association. He shall deposit the same in a bank designated by the Board in the name of the Association. His books shall be open at all times to inspection of the Board and he shall report to the Board at every meeting the condition of the Association finances and every item of receipt or payment not before reported. At the annual meeting he shall render an account of all monies received and expended during the previous calendar year. He shall be prepared to render reports of the status of finance of the Corporation at all times to all outside agencies as required by law. The Treasurer shall be bonded in such amount as the Board of Directors determines appropriate.
SECTION 3.
Any vacancies occurring on the Board or among the Offices during the year shall be filled until the next election year by a majority vote of all the standing members of the Board at its first regular meeting following the creation of such vacancy, or at a special Board meeting called for that purpose; except that a vacancy in the office of President shall be filled automatically by the Vice President and the resulting vacancy in the office of Vice President shall be filled by the Board.
ARTICLE IV
SECTION 1.
The Associations year is a calendar year.
SECTION 2.
The Annual Meeting shall normally be held in the month of September and may be held either in person or via internet at required intervals at which time Officers and Directors for the ensuing electoral years shall be elected by secret, written or e-mailed ballot, (compiled by the Secretary and two (2) outside independents chosen by the Secretary) by the regular membership, from among those nominated in accordance with Section 4 of this Article. They shall take office on January 1st and prior to that date, each retiring Officer shall turn over to his successor in office all properties and records relating to that office.
SECTION 3.
The nominated candidate receiving the greatest number of votes for each office shall be declared elected. The four (4) nominated candidates for other positions on the Board who receive the greatest number of votes for such positions shall be declared elected.
SECTION 4.
No person may be a candidate in an Association election who has not been nominated. A “Wild Card” candidate for the position of President only, may stand for election without being nominated by Committee, by virtue of a signed petition consisting of 25% regular members. During the month of June for each election year, the Board shall select a Nominating Committee consisting of six (6) regular members, not more than one (1) whom may or may not be a member of the Board. The Secretary shall immediately notify the Committeemen of their selection. The Board shall name a Chairman for the Committee and it shall be his duty to call a Committee meeting, which shall be held on or before July 1st of that year. The Committee shall nominate one (1) candidate for each office and one (1) candidate for each of the other positions on the Board, and after securing the consent of each person so nominated, shall immediately report their nominations to the Secretary in writing. All candidates shall be regular members in good standing.
ARTICLE V
Auditor
SECTION 1.
SECTION 2.
ARTICLE VI
Committees
SECTION 1.
SECTION 2.
ARTICLE VII
Discipline:
SECTION 1.
ARTICLE VIII
Amendments
SECTION 1.
SECTION 2.
ARTICLE IX
Dissolution
SECTION 1.
ARTICLE X
Order of Business
SECTION 1.
SECTION 2.
SECTION 3.
SECTION 4.
Order of business shall be as follows:
Vacancies
The Association Year, Annual Meetings, Elections
Association Year
Annual Meetings
Elections
Nominations
An annual audit of the books of the Association shall be made as of January 31st by a qualified auditor to be selected by the Board of Directors.
The Auditor shall make an examination of the books, vouchers, accounts, funds, and securities of the Association and of all statements prepared by the Treasurer. The Auditor shall submit this report to the Board of Directors. The Auditor may or may not be a member of the Board of Directors.
The President as Chairman of the Board of Directors may each year appoint standing Committees to advance the work of the Association in such matters as which may well be served by Committees. Such Committees shall always be subject to the final authority of the Board. Special Committees may also be appointed by the Board to aid it on particular projects.
Any Committee appointment may be terminated by a majority vote of the Board of Directors. The Board may appoint successors to those persons whose services have been terminated.
Any member whose actions may jeopardize the existence of, or shall bring dishonor on the NMSOA, or whose actions are of an illegal nature, shall be subject to review and possible expulsion from the NMSOA by the Board of Directors.
Amendments to the Constitution and By-Laws may be proposed by the Board of Directors, or by written or e-mailed petition addressed to the Secretary and signed by twenty five percent (25%) of the regular membership in good standing. Amendments proposed by such petition shall be promptly considered by the Board of Directors and must be submitted to the membership, with recommendations of the Board, by the Secretary for a vote within three (3) months of the date when the Secretary received the petition.
The Constitution and By-Laws may be amended by a two-thirds (2/3) vote of the regular membership and voting at any regular or special meeting called for the purpose, provided the proposed amendments have been included in the notice of the meeting and have been e-mailed to each member at least two (2) weeks prior to the date of the meeting. The vote shall be by ballot and by proxy.
The Association may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the regular Membership. In the event of the dissolution of the Association, other than for purposes of reorganization whether voluntary or involuntary or by operation of law, all remaining funds and or properties shall be distributed in a manner voted upon by not less than two-thirds (2/3) of the regular membership and agreed upon by the Board of Directors or as otherwise Directed by Law.
The rules contained in the current edition of "Robert's Rules of Order, Newly Revised," shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these By-Laws and any other special rules of order the Association may adopt.
At all meetings of the Association, the order of business, insofar as the character and nature of the meeting may permit, shall be as follows:
1. Meeting called to order.
2. Introduction of guests if applicable.
3. Roll call and Proxy count.
4. Reading of minutes of regular or special meetings and either a reading or summary of minutes of the last Board of Directors meetings.
5. Treasurer's report.
6. Report of Chairman of the Board of Directors.
7. Report of Chairmen of Standing Committees.
8. Report of Special Committees.
9. Election of Officers and Board. (At annual meetings)
10. Unfinished business.
11. New business.
12. Adjournment.
At meetings of the Board, the order of business, unless otherwise directed by majority vote of those present, shall be as follows:
1. Reading of minutes of last meeting. (Regular and Board)
2. Report of Secretary.
3. Report of Treasurer.
4. Reports of Committees.
5. Unfinished business.
6. New business.
7. Adjournment.
Special Meetings.
1. Call to Order.
2. Roll call and Proxy count.
3. Business for which meeting was called.
4. Adjournment.