Bylaws (Revision 24 Jan 2018)
United States Naval Academy Alumni Association
Tampa Bay Chapter, Inc.
To serve and support the United States of America, the U.S. Naval Service, the U.S. Naval Academy and the members:
By communicating the message of the U.S. Naval Academy to the area alumni.
By seeking out, informing, encouraging and assisting outstanding, qualified young men and women to pursue careers as officers in the U.S. Navy and U.S. Marine Corps through the U.S. Naval Academy, and supporting the Blue & Gold Officer Program
Initiating and sponsoring activities which will:
a) Perpetuate the history, traditions, and memories of the U.S. Naval Academy
b) Strengthen the U.S. Naval Academy
c) Bind alumni together in support of the highest ideals of command, citizenship, and government.
d) Encourage and facilitate: 1) Friendships and associations, 2) Mentoring and advising relationships, and 3) Aid to the members.
Due to the many related activities in the area, the Board has designated the following as featured events. 1) High profile speaker events 2) Recruiting picnic or other Spring Break recruiting event 3) Army-Navy Golf 4) Founder’s Day 5) Army-Navy Football Game Gathering 6) Other local sports/choir/USNA events.
The chapter is organized as a tax-exempt organization under IRS Code 501(c) (3). In order to maintain this status, no contributions, endorsements, or other activities that might be interpreted as favoring any political candidate or cause over another shall be allowed by the chapter. This includes verbal, written, and electronic expressions. Members may participate in political activities as an individual, but may not represent themselves as a representative of the chapter. Chapter funds or other resources will not be used to support any political candidate, activity, or event.
Further, the use of any Chapter membership list for other than Chapter-related affairs will also be a violation of the Chapter’s Mission. Violation of these guidelines may lead to censure, suspension, or expulsion from the Chapter. Such action would require a majority vote of the Chapter Board of Directors (hereinafter “the Board”).
Article I – Name and Location
1. The name of the organization, as recognized by the United States Naval Academy Alumni Association (hereinafter “the Alumni Association”) shall be the United States Naval Academy Alumni Association, Tampa Bay Chapter Inc. (hereinafter “Chapter” or “USNAAA TBC”).
2. The location of this organization shall be the greater Tampa, Florida area.
3. For additional information on the Chapter, please review the chapter’s Articles of Incorporation. A copy of the Articles of Incorporation shall be maintained by the Chapter Secretary and Treasurer.
Article II – Membership
1. Regular Member – Any person who has been sworn in as a Midshipman at the Naval Academy and whose service has not been terminated under other than honorable conditions is eligible for membership in this Chapter. He or she becomes a Regular Member of the Chapter, entitled to one vote and to hold office, upon payment of the annual dues as set by the Chapter Board of Directors (“the Board”). Lifetime membership in the local chapter is also a method of becoming a regular member. To maintain membership, the member must be fully paid, alive, and living in the greater Tampa Bay area for at least part of the year. Members are eligible for Lifetime Membership after 10 years of membership. The cost of Annual Membership (dues) and Lifetime Membership shall be set and adjusted annually by the Board. Lifetime Memberships are non-transferrable.
2. Associate Member – Any person who has demonstrated active support of the Naval Service, the Naval Academy, or the Alumni Association may be invited to join the Chapter as an Associate Member with non-voting privileges. Examples of Associate Members include parents of USNA graduates, non-Alumni Blue & Gold Officers, or widows/widowers of deceased alumni. The number of Associate Members shall not exceed ten percent of the Regular Members. Annual dues will be assessed except for widows or widowers of deceased alumni.
3. Any member may be suspended or expelled from membership in the Chapter for due cause by a majority vote of the Board of Directors. Chapter Officers or Board Members may resign upon submission of his/her resignation in writing to the Secretary. See Article V.4 regarding the replacement of an Officer or Board Member.
Article III – Board of Directors
1. General Powers – Subject to the provisions of these by-laws, the professional affairs of the Chapter will be managed by the Board of Directors. The Board shall approve all financial & contractual obligation recommendations (i.e., whether to spend money in the amount of $300. or more, or sign contracts) and shall determine the organizational structure of the Board of Directors.
2. Board Members
a. The Board of Directors, hereafter called the Board, consists of the Chapter Officers (See Article IV) and four additional Members.
b. The term of office shall normally begin on January 1 and end on December 31 of alternate years, creating a two-year term. Board member terms shall be “staggered”, with two Board members being voted on each year. A Board member may serve two consecutive terms (up to four years). At that point s/he will have to step down for one year before running again.
c. Five members of the Board constitute a quorum.
3. Board Duties
a. The Board shall have general charge and control of the activities and properties of the Chapter not otherwise provided for.
b. Other members may be appointed as chairpersons and members of committees and directors of programs and projects as determined by the President with the approval of the Board.
4. Board of Director Meeting Voting
a. All Board Members may participate and contribute to Board discussions
b. Voting can be conducted during Board meetings or electronically.
c. For financial and contract obligation decisions all five Chapter Officers must vote. A majority of Chapter Officers is required to approve the financial / contract decisions (i.e., a minimum of three (3) votes).
5. For Bylaw amendments all filled board positions must vote (either in person or electronically). Two-thirds (2/3) of all filled board positions must approve amendments to these Bylaws. In case of ties the President only votes when there is a tie.
6. For general business decisions a quorum (fifty percent (50%) of the filled board positions including 2 Chapter Officers) and a simple majority for approval is required. In case of ties the President only votes.
Article IV – Chapter Officers
1. General Powers – The Officers of the Chapter shall provide leadership to the chapter in an executive capacity and have duties and accountabilities as outlined below. Duties and accountabilities may be adjusted at any time by majority vote of the Board.
d. The Officers of the Chapter shall consist of a President, Vice-President, Secretary, Communications Director, and Treasurer. They shall be nominated and elected as herein provided.
e. The term of office shall normally begin on January 1 and end on December 31 of alternate years, serving a two-year term.
3. Officer Duties
a. The President or designated Board Member shall preside at all meetings of the Chapter and of the Board and shall exercise the power and the duties usual to that office. When possible s/he will represent the chapter at public and social events.
b. The Vice-President shall perform the duties of the President during his/her absence.
c. The Secretary shall record the minutes and maintain records of all Chapter and Board meetings, submit input to Shipmate magazine for at least 75% of the published issues each year with a goal of 100%, and conduct and record votes on Chapter elections and issues requiring Board approval. Records of votes shall be maintained for one year from the conclusion of each voting period.
d. The Communications Director shall keep a record of the names and contact information of Chapter Members and other Alumni in the area, and serve as a communications conduit for Chapter members.
e. The Treasurer shall be responsible for the overall supervision of the financial affairs of the Chapter. The Treasurer shall ensure the chapter complies with the IRS non-profit organization guidelines. The Treasurer shall receive and disburse all funds of the Chapter and keep them safe. The Treasurer shall prepare and present for audit a statement of all receipts, expenditures, and fund balances as of December 31, or when requested by the Board. The Treasurer will monitor and report monthly / annually the Chapter’s financial status, and will present a net-positive proposed budget for the following year at the December Board Meeting.
Article V – Nominations and Elections
1. Candidates for the Offices and Board shall be nominated and elected by all Regular Members of the Chapter. The nominations should normally be made in November followed by an election in December, to take office in January. Special elections may be called by the Board at any time.
2. Voting may be by any reasonable means. When more than one person is nominated for any one 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.
3. Replacement of Officers and Board Members – in the event of a vacancy of an Officer position or Board Member between elections, a replacement may be nominated by the President and approved by a majority vote of the Board. The new individual shall serve out the remainder of the two-year term, until the next Chapter election. If the position of Chapter President should become vacant, the Vice President shall act as the Acting President until a special election can be held. The Acting President may alternatively choose to fill the position until the next election of officers.
Article VI – Amendments
1. Per Bylaw III, the Chapter Board of Directors is responsible for the organization and the administration of the Chapter. As a result, they have the authority to make changes to the chapter’s Vision, Articles of Incorporation, and Bylaws as required by the United States Naval Academy Alumni Association and as recommended by the Board of Directors for the chapter to operate more effectively and efficiently.
2. Another way to make changes is that any regular member may propose a change / amendment to the Vision, Mission, or to these Bylaws, at any regular meeting. For this method, if approved by a majority vote of the regular members present and voting, the proposed amendment shall be submitted by the Secretary in writing, or electronically, to all voting eligible Board of Director Members within one week of the regular meeting and with at least ten days for consideration prior to the prescribed voting deadline.
3. If the changes / amendments are then approved by a minimum of two thirds of the Board of Directors voting, it shall become effective immediately provided the amendment is in accord with: (a) the Articles of Incorporation; (b) the Mission and the Bylaws of the Chapter and (c) the “national U. S. Naval Academy Alumni Association”. Amendments that would change the non-profit nature, or the purposes, or the dissolution of the Chapter will not be considered by a two thirds vote; but will require a unanimous vote.
4. Voting to approve changes / amendments may be conducted electronically using any means chosen by the Secretary as reliable and efficient. A period of ten calendar days shall be allotted as time for Board members to respond to electronic notifications. If the number responding within ten days constitutes a quorum, the voting is tallied and the result is announced: passed or defeated. If no quorum is reached, the issue is automatically tabled.
5. Note: Florida State requires a fee to file amendments which include additions or deletions to the Board, changes in address, etc. There is no fee to change bylaws, nor do they require a filing with the state.