BY-LAWS OF THE
U. S. NAVAL ACADEMY ALUMNI ASSOCIATION
SAN FRANCISCO BAY AREA CHAPTER

I.
NAME

The name of this association is the U. S. Naval Academy Alumni Association – San Francisco Bay Area Chapter (hereinafter called the “Chapter”).

II.
MISSION

The mission of the Chapter shall be to serve and support the United States, the Naval Service, the Naval Academy and the membership of the Chapter.

III.
AREA OF THE CHAPTER

The Area of the Chapter shall be defined as the extended San Francisco Bay Area.

IV.
MEMBERSHIP

1. Regular Members: Any person who has been sworn in as a Midshipman, U.S. Navy, for the full term and regular course prescribed by the Academic Board for his/her class at the Naval Academy, except one whose service has been terminated under other than honorable conditions, shall be eligible for regular membership in the Chapter. Payment of chapter dues is a condition of membership.

2. Associate Members: The Board, the composition of which is specified in section V below, may, by unanimous vote, elect as associate members those who are exceptionally active in the related affairs and/or proceedings of the Chapter but who do not qualify for regular membership as specified in paragraph 1 above. Associate members shall hold no elective office in the chapter and shall have no voting rights. Payment of chapter dues shall be a condition of membership.

3. Honorary Members: The Board, may, by unanimous vote, elect as honorary members those individuals, who because of their related outstanding interests, contributions, past-actions, prestige or other meritorious considerations, are deserving of such special recognition. Honorary members may include a deceased regular member’s spouse. All honorary members shall be reviewed annually by the Board with respect to the merits for continuance. Honorary members do not pay dues, do not have voting rights and are not eligible for elected offices.

4. Membership entitles any member to receive notices of meetings and other information that shall be published and disseminated from time to time.

5. Any member of the Chapter: (1) whose connection with the Naval Service, or other government service of the United States, is terminated under conditions other than honorable, or (2) who is convicted by a final judgment in a court of law for an infamous offense, shall have his/her membership reviewed by the Board to determine if there is sufficient cause to be dropped from membership in the Chapter. The Secretary shall so indicate in the records of the chapter.

6. Membership covers 12 months from receipt of dues.

V.
MANAGEMENT

1. The business, property and funds of the Chapter shall be managed and controlled by a Board, hereinafter referred to as the “Board”. The Board shall act in behalf of the Chapter membership in providing direction for the Chapter officers.

a. The Board shall consist of the President, 1st and 2nd Vice Presidents, Trustee, Secretary, Treasurer and up to the three of most recent, available past presidents. (The Trustee is not one of these five). The President shall act as chairman of the Board.

b. The Board shall meet prior to the first meeting of the program year in order to approve the calendar and the supporting budget. Otherwise, the Board shall periodically meet to deliberate and set policy, preferable on at least a quarterly basis.

c. A quorum shall consist of the majority of the Board.

2. The Board, by majority vote, may appoint such committee or committees to perform such functions as the Board may designate and may dissolve such committee or committees upon completion of its or their assigned mission. This provision does not preclude the authority of the President to make assignments to individuals for special events and tasks and to appoint committees.

3. In case a vacancy occurs in the office of President, the powers and duties of that office shall devolved upon the 1st Vice President, and then the 2nd Vice President, in that order, until such time that the Board takes action under paragraph 4 below

4. The Board may fill any interim vacancy which may occur in any of the elective officers (officers/Trustee) from among qualified regular members in good standing. The term of office of such appointed officer/Trustee shall extend only until the next regular election for the office.

5. The board shall determine the amount of chapter dues to be charged for membership.

VI.
OFFICERS/TRUSTEE/WEBMASTER

1. The officers of the Chapter and their duties shall be as listed below. These officers shall be elected at the annual election to be held in june of each year biannually on a 2-year cycle in the August timeframe.

a. The President presides at all meetings of the Chapter, is an ex-officio member of all committees, is empowered to call Board meetings and exercises the powers and performs the duties usual to that office. He/she may be called on to serve on committees of the U.S. Naval Academy Alumni Association (hereinafter “National Association”).

b. The 1st Vice President (Programs & Activities) shall assume all duties of the president in his/her absence and is responsible for managing the calendar of monthly meetings and to arrange for meals and speakers. He/she carries out any other duties assigned by the President.

c. The 2nd Vice President (Alumni Awareness Program Activities) shall schedule and coordinate all events and activities associated with the Alumni Awareness Program (AAP) and in coordination with the local Blue and Gold Officer (BGO) program in the San Francisco Bay Area. He/she carries and carry out any other duties assigned by the President.

d. The Secretary shall perform all the required secretarial duties for the Chapter and shall keep the records of the Chapter, including a record of the names and addresses of all members, the dues status and shall issue or cause to be issued all notices of meetings. The Secretary shall keep a record of the proceedings of the Chapter and for the Board. The Secretary shall cause to have prepared and submit a report on each meeting of the Chapter for publication in the U. S. Naval Academy ALumni Association (hereinafter “National Association”), in conjunction with the published “Shipmate Deadlines for Secretaries”, prepare and submit, or ensure preparation and submission of periodic reports of the Chapter for publication in the National Association Shipmate magazine.

e. The Treasurer shall receive, disburse and invest the funds of the Chapter, subject to the limitation set forth by the By Laws and the policies and guidance of the Board. The Treasurer shall maintain the accounts of the Chapter, including dues status of the membership, andm shall report the financial status to the board in writing at least quarterly. Monthly summary reports are to be made at each regular meeting. The Treasurer’s accounts shall be audited each year as of 31 May and at other times as may be required by the Board. The Treasurer shall prepare an annual budget for the President to submit to the board for approval at the beginning of the calendar year.

2. The Chapter shall also have a Chapter Trustee who shall serve as member of the Board and who shall also be the Chapter’s National Trustee when the Chapter is entitled to such trustee as provided herein below. The Trustee shall be elected for a two (2) to three (3) year term in line with National requirements. The Trustee shall be elected at the time of the election for the Chapter’s officers, when required, and that person shall have been a past president. Separate elections can be held for Trustee if the National Association demands require such an election.The Trustee takes direction from the Board in representing the Chapter.

3. A key role in the Chapter is the Webmaster. Though the Webmaster is not an officer of the Chapter, he/she is responsible to the board for ensuring the Chapter website is properly updated with events, coordinate information flow from the National Association, address web site problems when reported and make recommendations on use of electronic communications methods.

VII.
MEETINGS

1. Chapter meetings shall normally be held on the first Wednesday of each month. Meetings are not generally held in July and August periodically as announced in the Chapter newsletter and on the Chapter website.

2. Special meetings of the Chapter may be called by the President upon no less than fourteen (14) calendar days written notice.

VIII.
NOMINATIONS AND ELECTIONS OF OFFICERS

1. The Nominating Committee shall consist of the Immediate Past President who shall be the chairman thereof, and two additional members of the Board appointed by the President and one from the general membership to make a total of four (4).

2. >As soon as practicable after 1 April and not later than 1 May month before the annual picnic of each year, it shall be the duty of the Nominating Committee to submit a slate of candidates to the Chapter. The election of officers will be held at the June Meeting in the same timeframe as the summer picnic or in August if a picnic is not held.

3. Candidates for President, 1st Vice President, 2nd Vice President, Secretary, Treasurer and Trustee shall be nominated and then elected by all regular members according to Section IX below.

4. Where more than one person is nominated for any office, the person receiving the greatest number of votes shall be elected. In case two or more persons receive the same number of votes, the tie shall be decided by lot.

IX.
VOTING

1. Every regular member in good standing shall be entitled to one vote for the officers and Trustee of the Chapter. Voting by Proxy is prohibited.

2. Voting shall be by secret ballot when appropriate methods including electronic ballot and declared appropriate by the Board.

3. Any proposition (except amendments to the By-Laws as provided for in section XIII below) submitted to the Chapter for vote shall be declared carried if a simple majority plurality of the regular members of the Chapter, present and voting, members vote in the affirmative.

X.
CONTRIBUTIONS

The Board is authorized, on behalf of the Chapter, to accept contributions, donations and bequests to the Chapter from various sources. Funds so received shall be placed as prescribed by the Bboard.

XI.
LEGISLATION

The Chapter shall not, at any time nor for any purpose, attempt by concerted action to influence legislation by any means and it shall be the duty of the Board at all times to assure compliance with this Article XI. This does not preclude individual members from informing or advising the membership of legislation, national or local, which may be of individual interest to members.

XII.
NATIONAL TRUSTEE

In accordance with the By-Laws of the National Association, one National Trustee is allowed for a select number of chapters having the largest number of members who are also members of the National Association. When entitled to a National Trustee, the Chapter Trustee shall serve as the National Trustee.

On the national level, the duties and responsibilities of the Chapter Trustee shall be as prescribed under the By-Laws of the National Association. When appointed, the Trustee should, to the extent feasible, serve on National Standing Committees. The Chapter Trustee is expected to attend scheduled meetings of the National Board of Trustees in Annapolis, Maryland. Prior to each national meeting he/she shall solicit items of interest to the Chapter, for possible inclusion on the National Board’s agenda, for action or for information purposes. In the event the Chapter Trustee is unable to attend any such meeting, the Board shall appoint a designated representative to attend such meeting. Information derived from these national board meetings and their agenda shall be conveyed to the chapter President and the Board following each national board meeting and to the membership at the next regular Chapter meeting.

XIII.
AMENDMENT

These By-Laws may be amended by two-thirds (2/3) of the votes cast by regular members in good standing,present at the meeting at which such ammendment(s) is (are) voted upon, written notice thereof having been given not less than ten (10) days before the meeting at which the amendment is considered.

These Bylaws are effective as of the approval approved date below and supersedes all previous issuances.

Approved:________________________ Date: 1/5/94 Witnessed:_______________________ Date: 1/5/94
         John L. Potter, President                       Wayne Goodroe, Secretary