THE
USS WHETSTONE (LSD-27) ASSOCIATION,
INC.
INDEX OF THE BYLAWS - CLICK ON ARTICLE No. TO VIEW
|
ARTICLE |
BYLAW TENET TITLE |
| NAME AND ORGANIZATION | |
| OBJECTIVES AND PURPOSES | |
| MEMBERSHIP | |
| BI-ANNUAL MEETING OF MEMBERS | |
| DUES | |
| THE BOARD OF DIRECTORS | |
| INDEMNIFICATION OF OFFICERS AND DIRECTORS | |
| OFFICERS | |
| ELECTIONS | |
| DUTIES OF OFFICERS | |
| COMMITTEES | |
| HONORARY PRESIDENTS | |
| BI-ANNUAL REUNION | |
| CHAPTERS | |
| PROTECTING THE ASSOCIATION | |
| BYLAWS AND AMENDMENTS | |
| DISTRIBUTION OF ASSETS | |
| STANDING RULES |
ARTICLE I
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
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.
ARTICLE II
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.
ARTICLE III
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.
ARTICLE IV
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.
ARTICLE V
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.
ARTICLE VI
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.
ARTICLE VII
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.
ARTICLE VIII
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
ARTICLE IX
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.
ARTICLE X
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.
ARTICLE XI
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.
ARTICLE XII
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.
ARTICLE XIII
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.
ARTICLE XIV
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.
ARTICLE XV
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.
ARTICLE XVI
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.
ARTICLE XVII
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.