Bylaws of the Association
BYLAWS OF THE
USS WHETSTONE (LSD-27) ASSOCIATION, INC.
INDEX OF THE BYLAWS
I . NAME AND ORGANIZATION
II . OBJECTIVES AND PURPOSES
III . MEMBERSHIP
IV . BI-ANNUAL MEETING OF MEMBERS
V . DUES
VI . THE BOARD OF DIRECTORS
VII . INDEMNIFICATION OF OFFICERS AND DIRECTORS
VIII . OFFICERS
IX . ELECTIONS
X . DUTIES OF OFFICERS
XI . COMMITTEES
XII . HONORARY PRESIDENTS
XIII . BI-ANNUAL REUNION
XIV . CHAPTERS
XV . PROTECTING THE ASSOCIATION
XVI . BYLAWS AND AMENDMENTS
XVII . DISTRIBUTION OF ASSETS
A . STANDING RULES
NAME AND ORGANIZATION
SECTION 1. The name of this Association shall be the USS Whetstone (LSD-27) Association, Inc.
SECTION 2. The USS Whetstone (LSD-27) Association, Inc. shall have legal existence as a Corporation, not for profit, chartered in the State of Texas. The USS Whetstone (LSD) Association, Inc. shall be a nonprofit organization and not have, nor issue shares or stocks, nor any dividends, and no part of it’s revenues or earnings shall inure to the benefit of it’s Members, Directors or Officers. No member of the Association has any vested right, interest or privilege in or to the assets, property, functions, or activities of the Association. The Association may contract in due course with its Members, Directors, and Officers, without violating this provision.
SECTION 3. The use of the word “Association” in this document shall refer to the USS Whetstone (LSD-27) Association, Inc. The use of masculine pronouns shall be intended to include references to both males and females.
OBJECTIVES AND PURPOSES
SECTION 1. The objectives and purposes of this Association is to exist in perpetuity as a National Organization, to act as a Historical and Educational organization, to foster and strengthen the historical, fraternal, civic and patriotic ties among former shipmates and others who served or may serve aboard the USS Whetstone (LSD-27) and to provide mutual aid and benefits to its members.
SECTION 1. There shall be two classes of Membership: Voting and Nonvoting.
A. A Voting Member shall be a veteran, spouse of a veteran, or immediate progeny of a veteran of the United States Armed Forces who served aboard the USS Whetstone (LSD-27) -- as a member of the U. S. Navy, or U. S. Naval Reserve on active duty, permanently or temporarily assigned to the USS Whetstone, as a member of other branches of the United States Armed Forces, temporarily aboard the USS Whetstone, in transit, or part of a training or invasion force. A Voting Member may be removed only by an affirmative vote of at least a majority of the registered Voting Members at the Annual Meeting, held during the Bi-Annual Reunion, and only for cause inconsistent with membership, and only after an opportunity to be heard (unless the Member’s whereabouts are unknown). Being heard may either be in person or by letter addressed to the Association President which is received prior to the Bi-Annual Meeting.
B. The Board of Directors may establish one or more classes of Nonvoting Members of the Association.
C. A person who did not serve aboard the USS Whetstone but has contributed to the success of the Association may be designated an Honorary Member of the Association by the Board of Directors. Honorary Members are not entitled to vote nor hold office in the Association but may enjoy all other privileges of membership in the Association.
D. Unless otherwise specifically stated in these Bylaws to the contrary, all references to “Members” shall relate to Voting Members, and to Nonvoting Members.
SECTION 2. Qualifications for admittance to this Association:
A. Those seeking voting membership in the organization must meet the qualifications of Article III, Section 1(A).
B. No person who has been dishonorably discharged from the United States Armed Forces will be eligible for membership.
SECTION 3. Spouses shall be entitled to the same privileges of the organization to which the veteran is entitled.
SECTION 4. Immediate progeny of the officers and crew of the USS Whetstone (LSD-27) eighteen (18) years old or older, shall be eligible for membership in the Association and shall be entitled to all the privileges of membership.
SECTION 5. In the event of the death of a member of the Association, spouses and immediate progeny of deceased veterans who meet the qualifications for membership are eligible to apply for membership.
SECTION 6. A Voting Member shall enjoy all rights and privileges of membership, including receiving the Newsletter, the right to vote at the Bi-Annual Meeting and to hold any office as set forth in the Bylaws of the USS Whetstone (LSD-27) Association, Inc.
SECTION 7. Nonvoting Members shall be allowed to attend Bi-Annual Reunions, receive the Newsletter and be allowed to attend and address meetings at the discretion of the Association President. Such persons shall have no voice nor vote in this Association’s affairs, nor shall hold any office as set forth in the Bylaws of the USS Whetstone (LSD-27) Association, Inc.
BI-ANNUAL MEETING OF MEMBERS
SECTION 1. The Bi-Annual Meeting of the membership of the Association shall be held during the Bi-Annual Reunion. The meeting shall be held at the time and place designated by the Board of Directors, or by the President of the Association.
SECTION 2. The purpose of the Bi-Annual Meeting of Members is to elect Directors, confirm the site and dates for the following Bi-Annual Reunion, select a site for the Bi-Annual Reunion four years hence, appointment of a Nominating Committee and transact such other matters as may properly come before the Members.
SECTION 3. Failure to hold a Bi-Annual Meeting timely shall in no way affect the terms of Officers or Directors of the Association or the validity of actions of the Association.
SECTION 4. Special Meeting of Members may be called by the President or majority of the Board of Directors then in office, or by petition of Voting Members holding a simple majority of the outstanding votes of the Association. The purpose of each Special Meeting shall be stated in a notice published in the Association Newsletter, and may only include purposes which are lawful and proper for Members to consider.
SECTION 5. A printed notice stating the place, date, and hour of the meeting and in case of a Special Meeting, the purpose or purposes for which the meeting is called, shall be printed in the Association Newsletter and a copy of the Newsletter shall be delivered to each Member eligible to vote not less than ten days, nor more than sixty, before the date of the meeting. Such notice shall be deemed to have been delivered when deposited in the United States Mail and addressed to the Member at his address as it appears on the records of the Association, with postage thereon prepaid.
SECTION 6. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
SECTION 7. Unless otherwise required in the Articles of Incorporation, those members personally registered at the Bi-Annual Reunion, properly notified of the Bi-Annual Meeting, and appearing in person, shall constitute a quorum at a meeting of Members. After a quorum has been established at a Bi-Annual Meeting, the affirmative vote of a majority of the Members at the meeting entitled to vote on the subject matter shall be the act of the Members of the Association. The subsequent withdrawal of Members, as to reduce the number of Members entitled to vote at the meeting, shall not affect the validity of any action taken at the meeting or any adjournment thereof.
SECTION 8. Each Voting Member, present at the Bi-Annual Meeting and eligible to vote, shall be entitled to one vote on each matter submitted to a vote at the Bi-Annual Meeting. There shall be no voting by proxy.
SECTION 1. Association dues will be voluntary. Those who elect to pay dues are asked to pay them by the Bi-Annual Reunion. The amount of suggested dues may be changed by the recommendation of the Board of Directors and passed upon by the majority of the membership at the Bi-Annual Meeting at the Bi-Annual Reunion.
THE BOARD OF DIRECTORS
SECTION 1. The Board of Directors shall consist of the elected Officers, to be known as Directors.
SECTION 2. The immediate Past President, or in his absence, the next most recent Past President shall serve as a voting member of the Board of Directors. Other Past Presidents shall become Ex-officio members of the Board of Directors without voting power. They may attend any or all Board meetings in an advisory capacity.
SECTION 3. The Board of Directors shall conduct the regular business of the Association. The Board of Directors shall have general charge and management of the affairs, funds, and property of the Association; shall have power to fill all vacancies among the Officers for an unexpired term, except as otherwise provided in these Bylaws; shall have the power to formulate all statements of policy regarding the affairs of the Association or it’s Members; and all business involving the expenditure of money must be presented to the Board of Directors before being acted upon, excluding the President’s exception as noted in Article X, Section 1; shall have the power to adopt Bylaws for the regulation and government of the affairs of the Association and to amend, change or repeal such Bylaws from time to time; and shall have the power to provide for reimbursement for expenses incurred by officers and any member empowered to act as an approved agent for the Association under the direction of the President and/or Board of Directors in the performance of their duties.
SECTION 4. The regular meeting of the Board of Directors shall be held during the Bi-Annual Reunion. The date and time of this meeting shall be published in the last issue of the Newsletter, not more than sixty nor less than ten days before the Bi-Annual Reunion.
SECTION 5. A quorum for conducting the business of the Board of Directors shall be a simple majority, and either the President or in his absence the First Vice President, must be present to constitute a quorum.
SECTION 6. Each member of the Board of Directors present at any meeting shall have one vote. There shall be no voting by proxy at Bi-Annual or Special Meetings of the Board of Directors.
SECTION 7. Members of the Association may attend any meeting of the Board of Directors.
SECTION 8. Special Meetings of the Board of Directors may be held after notice of the meeting is published in the Newsletter regarding date, time and location, and purpose of meeting.
SECTION 9. The normal business of the Board of Directors, formulated during the Bi-Annual Meeting or Special Meetings, or in accordance with the Bylaws, may be conducted by letter or phone, under the direction of the President. A majority of the Board of Directors must agree on determinations made by phone or letter. Participation by such means shall constitute presence in person at such a meeting. Decisions affecting the membership of the Association shall be published in the next issue of the Newsletter. The President shall provide, as soon as possible, to the Recording Secretary, a written copy signed by the President, of all Association business conducted by phone or letter by the Board of Directors.
SECTION 10. If a position on the Board of Directors becomes vacant, for whatever reason, during the course of the years, between elections, the President shall make an interim appointment, subject to approval of the Board of Directors.
INDEMNIFICATION OF OFFICERS AND DIRECTORS
SECTION 1. The officers and members of the Board of Directors, past and present, shall be indemnified by the Association and saved harmless from any and all personal liability to which they may be subjected by reason of their acts or failure to act, done in good faith, in administering the business of the Association in a manner reasonably to be in the best interests of the membership, and in the event the Association fails to provide for their defense, shall be reimbursed by the Association for all reasonable experiences incurred in their defense.
SECTION 1. There shall be the following elected officers: President, 1st Vice President, 2nd Vice President, Recording Secretary and Treasurer.
SECTION 2. Non-elected officers are appointed by the President or the Board of Directors and are not members of the Board of Directors: Parliamentarian, Chaplain, Membership Chairperson, Reunion Chairperson/Historian (one in same), Newsletter Editor, Storekeeper. An elected Officer may also hold a non-elected position.
SECTION 3. In the event of a vacancy in the office of President, the First Vice President shall become President. Other vacancies, however occasioned, shall be filled for the un-expired term by the majority vote of the Board of Directors as defined in Article VI, Section 10.
SECTION 4. Any officer who does not comply with assigned responsibilities may be relieved of office by majority vote of the Board of Directors, or by a majority vote of Voting Members present at a meeting called for this purpose. Appointment of a replacement shall be made by the President subject to approval by the Board of Directors,
SECTION 1. The election of Officers shall take place at the Bi-Annual Meeting, held during the Bi-Annual Reunion.
SECTION 2. All persons nominated or elected to any office must be Members in good standing.
SECTION 3. Members voting at the election portion of the Bi-Annual Meeting must be in good standing and be personally registered at the Bi-Annual Reunion. There shall be no voting by proxy.
SECTION 4. Past practice of the Association is for Officers to advance to the next higher office each year. This provides an opportunity for Officers to gain experience in each position. This practice may continue, however, candidates for each office will be recommended by the Nominating Committee. The exception to this being found in Elections, Article IX, Section 5., or any other exceptions recommended by the Board of Directors and approved by the membership. Some Officers may elect to remain (run) for the position they already hold.
SECTION 5. Nominations may be made from the floor. Persons nominated must be personally registered at the Reunion and shall be required to indicate their verbal acceptance of the nomination. One (1) second of the nomination is required. The person making such nomination shall be given five (5) minutes to address said meeting in support of the person so nominated. There shall be no seconding speeches.
SECTION 6. Where there is only one nominee for any office, the President may entertain a motion to declare any unopposed candidate elected by acclamation. Whenever there are two or more candidates for any office, election shall be by secret ballot and in such event, a committee shall be appointed by the President to count said ballots. The committee shall be three (3) in number. Candidates for the office being voted upon shall not serve on the committee to count said ballots.
SECTION 7. Officers shall be elected for a term of two years, to serve from the time of installation at the meeting in which they are elected until the election during the following Bi-Annual Reunion.
SECTION 8. There shall be a meeting of the Board of Directors immediately following the Bi-Annual Meeting. Transition of administration will take place at this time. This meeting will include the outgoing and incoming officers and committee chairpersons. Retiring officers shall turn over to their successors all books, documents and records no later than thirty (30) days after the election. Prior to the Bi-Annual Business Meeting, the Treasurer’s books shall be audited by a three-member committee consisting of the present First Vice President and two (2) non-members of the Board of Directors. The three members of the auditing group shall indicate acceptance of the financial records of the Association by signing and dating the records. A report of this action will be reported at the Bi-Annual Business meeting.
DUTIES OF OFFICERS
SECTION 1. The President shall be the chief executive officer of the Association and presides at all meetings of the Board of Directors and Annual Meetings of the Association, and at any Special Meetings. Assists in the formation of all policies of the Association. Preserves order and decorum and shall perform all duties incident to the office of President of the Association. Appoints heads of committees. Makes interim appointments as needed with the approval of the Board of Directors. Signs all contracts after approval of the Board of Directors. Serves as an ex-officio member of all committees. Calls a Special Meeting when it is necessary, subject to approval by the Board of Directors. He shall be empowered to sign checks on behalf of the Association. He is authorized to approve expenditures up to a limit of five hundred dollars. Any amount greater than five hundred dollars must be approved by a majority of the Board of Directors. The President shall have such other duties incident to the office of President and shall have additional powers and duties as may be from time to time prescribed by the Board of Directors.
SECTION 2. The First Vice President shall render such assistance to the President as he may require and perform the duties of the President in his absence or disability. In the event of a vacancy in the office of President, the First Vice President shall automatically become President. He shall also have other duties as may be from time to time prescribed by the Board of Directors.
SECTION 3. The Second Vice President shall perform such duties as are assigned by the President. Subject to the approval of the Board of Directors, the Second Vice President shall perform the duties of an absent First Vice President. The Second Vice President assists the Reunion Chairperson and shall help coordinate the activities of the local area planners (hosts). He shall also have other duties as may be from time to time prescribed by the President or the Board of Directors.
SECTION 4. The duty of the Recording Secretary is to keep a record of business conducted by the USS Whetstone (LSD-27) Association, Inc. The minutes of all Board of Directors meetings and regular meetings of the Association, as well as any other meetings designated by the President. A copy of the minutes is to be sent to the President as soon as possible after the meeting. The Recording Secretary shall write in and read from a permanently bound book. If the Association wishes the minutes typed, the pages must be numbered and the book bound at the end of the administration. The title of the meeting, the Associations’ name, date, time, and place, and the name and title of the presiding officer shall head the minutes. The minutes are to be read at the next meeting. After any additions and/or corrections have been made, the word “Approved” and the date is written at the end and initialed by the President. The Recording Secretary shall at all meetings have a copy of all minutes of past meetings. A copy of all contracts shall be kept in the Recording Secretary’s current file. The Recording Secretary shall give notice of the Bi-Annual and all Special Meetings of the Association to the Newsletter Editor for publication and shall conduct the correspondence of the Association. The Recording Secretary shall be the keeper of the Association’s Corporate Seal. He shall perform such duties, within the scope of his office as may be assigned to him from time to time by the Board of Directors or the President of the Association.
SECTION 5. The Treasurer will be responsible for all of the funds of the Association and shall collect all dues. He shall pay out money only after approval of the Board of Directors, or the President (Article X, Section 1). He shall receive and give receipts for monies due and payable from any source whatsoever. He shall keep a full and accurate set of books which shall be open to inspection by the Board of Directors at any time. He shall deposit all monies in the name of the Association in such bank as may be designated by the Board of Directors. He shall be empowered to sign checks on behalf of the Association. He shall make a complete financial report at the Bi-Annual Meeting. He shall submit all financial records in his keeping for auditing by the Board of Directors on the day of the official opening of the Bi-Annual Reunion. The Treasurer’s report shall be available to any active member upon request.
SECTION 6. Duties of non-elected officers:
A. Parliamentarian - The Parliamentarian shall be knowledgeable in Roberts Rules of Order and the Association Bylaws, and shall be advisor to the presiding officer of any meeting of the Association, the Board of Directors or any of its committees in parliamentary matters. He shall maintain decorum at Annual Meetings and elections. He shall have such other duties and powers as may be, from time to time, prescribed by the Board of Directors, or the President of the Association.
B. Chaplain - The Chaplain shall have all duties incident to the office of Chaplain. He shall be expected to make appropriate contacts in all known members’ illnesses or death. The Chaplain shall make the arrangements for the Memorial Service at the Bi-Annual Reunion.
C. Membership Chairperson - The Membership Chairperson shall be responsible for Association programs pertaining to membership, shall prepare and issue membership cards and information about the Association to new members. He shall maintain a current membership roster and shall provide a copy to the President and Treasurer. He shall provide the Newsletter Editor with the names and addresses of those members to receive the Newsletter. The Membership Chairperson shall report to the President.
D. The Newsletter Editor shall be in charge of writing, editing, and distributing the Newsletter, periodically, as directed by the Board of Directors; is responsible for ascertaining that dates, times, information published is in accord with that supplied to him; that the Newsletter is clear, concise, attractive, and easy-to-read; gets authority from the Board of Directors for the expense of the Newsletter; submits bills, receipts to the President or Board of Directors for authorization and payment by the Treasurer. He shall receive from the Membership Chairperson the membership list and addresses to receive the Newsletter. The Newsletter Editor shall report to the President.
E. Storekeeper - The Storekeeper shall be responsible for the Association’s souvenirs. Profits made, shall be sent to the Treasurer. Expense billing for souvenirs purchased, after proper authorization(s), shall be forwarded to the Treasurer for payment.
G. Reunion Chairperson - The Reunion Chairperson shall coordinate the activities of the local area planners (hosts). He shall confer with the President and other members who have helpful connections with the media to plan publicity for the coming year. All publicity regarding the Association shall be released by the Reunion Chairperson. He shall also have other duties as may be from time to time prescribed by the President or the Board of Directors.
H. Historian - The Historian shall keep a permanent chronological record of the progress and events of the Association by collecting material, such as media clippings, photographs and other items relative to the affairs of the Association; may, with the concurrence of the Board of Directors, write the history of the USS Whetstone; collect and maintain a file of published and unpublished histories, pictures, papers and other documents concerning the USS Whetstone; conduct, contact, work with the Defense Department and U.S. Navy; and, in conjunction with the Chaplain, contact and help deceased members’ families and provide them with known records, histories, etc. concerning the service of the deceased aboard the USS Whetstone. The Historian shall be responsible for the Association’s banners and colors.
SECTION 1. At the Bi-Annual Meeting a Nominating Committee shall be formed to propose candidates for each elected office for the elections to be held at the next Bi-Annual Meeting. The Committee shall consist of not more than three (3) members and the President shall select the Committee Chairperson. The list of proposed candidates shall be published in the Association Newsletter not less than ten days, nor more than sixty days before the date of the Bi-Annual Meeting.
SECTION 2. At any Bi-Annual Meeting, for any lawful purpose, any Member may suggest the formation of a Committee, to consist of not more than three (3) Members, to accomplish such lawful purpose. Such motion must be seconded by a Member in good standing. If such motion is carried by a majority vote of the Members present, the President shall immediately appoint a Committee of three (3) Members including the person making the motion. The President shall select the Committee Chairperson.
SECTION 3. Committee chairpersons shall report to the President or other officers selected by the President.
SECTION 4. No contracts may be signed or purchases made in the name of the Association by Committees or Members of the Association without prior approval of the President.
SECTION 1. Commanding Officers of the USS Whetstone (LSD-27) shall be Honorary Presidents of the Association but are not members of the Board of Directors as provided under these Bylaws.
SECTION 1. The location and date of the Bi-Annual Reunion for the following Reunion shall be determined by the majority of the Members eligible to vote at the Bi-Annual Reunion. The site for the Bi-Annual Reunion two years hence shall be determined at the Bi-Annual Reunion.
SECTION 2. The Reunion Chairperson coordinates all activities of the upcoming Bi-Annual Reunion. Local area planners or hosts and any other Association members working to arrange the Bi-Annual Reunion for the following year shall be a Committee that reports to the Second Vice President.
SECTION 3. The Reunion Chairperson shall report to the President, in a timely fashion, the details of the preparation for the upcoming Bi-Annual Reunion. The Reunion Chairperson shall submit to the President all contracts and agreements for the President’s signature. All expenditures of Reunion expenses shall have the prior approval of the President. The Reunion Chairperson shall send the receipts for all purchases to the Treasurer.
SECTION 4. All members attending the Bi-Annual Reunion are requested to be present at the Bi-Annual Meeting to elect officers and/or vote on other matters in the best interest of the Association.
SECTION 1. The National Association shall grant Charters, at its option, to sectional or state chapters, under the provision of the National Association Constitution and Bylaws.
SECTION 2. A membership of not less than ten (10) members in good standing shall be required to obtain such Charters.
PROTECTING THE ASSOCIATION
SECTION 1. No member of the Association, acting in the name of the Association, shall engage in any activity for self profit in the form of sums of money or acquired profits in the form of sums of money or acquired assets, arising from business transactions or dealings.
SECTION 2. Any member whose actions may dishonor or jeopardize the existence of the Association shall be subject to review and possible expulsion from the Association by the Board of Directors.
BYLAWS AND AMENDMENTS
SECTION 1. Every member shall be furnished with a copy of the latest revised Bylaws.
SECTION 2. These Bylaws may be altered, amended or repealed by a majority of the Members present and eligible to vote at an Bi-Annual Meeting.
SECTION 3. Amendments, changes or repeal of Bylaws made by the Board of Directors (Article VI, Section 3) during the course of the years, between Bi-Annual Meetings, shall be published in the next issue of the Association Newsletter.
SECTION 4. When amendments are made to the Bylaws a new printing shall be made and distributed at the next Bi-Annual Meeting.
DISTRIBUTION OF ASSETS
SECTION 1. Upon dissolution, or liquidation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner, and to such organization or organizations organized and operated exclusively for charitable, educational, religious, historical or scientific purposes, as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors may determine. Any assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the Association is then located, exclusively for such purposes, or to such organization or organizations as such Court shall determine.
The Bylaws were voted on and approved by the Members in attendance at the Bi-Annual Reunion held in
__Las Vegas, Nevada__, on the _28th_ day of __October__, 1996.
The Bylaws established at the Bi-Annual Reunion held in Las Vegas, Nevada, October 28, 1996, were voted to stand as written at the Bi-Annual Reunion held in Biloxi, Mississippi on the 14th of September, 1998.
Marion E. Goble, President and Chairman of the
Board of Directors
1. No member shall enter or remain at any meeting of the Association in an intoxicated condition.
2. Conduct, in speech or manner, that is offensive to the members of the Association will not be tolerated in any meeting.
3. Roberts Rules of Order, latest edition, shall be the official Guide of the USS Whetstone (LSD-27) Association, Inc., for conducting business and/or settling disputes of parliamentary procedure.