USS WADDELL DDG-24 ASSOCIATION

BYLAWS

Article I      Name

The name of this Association is the USS WADDELL DDG-24 ASSOCIATION (hereafter referred to as “the Association”).

Article II    Status

Section 1 – Incorporation: The Association is incorporated as a nonprofit 501(c) 4 Association.

Section 2 – Location: The Association was founded in Ellicott City, MD on 10 March 2001.

Article III   Purpose

The purpose of the Association is to maintain and promote a strong and cohesive organization comprised of persons who have served aboard the USS WADDELL DDG-24 (hereafter referred to as the “Waddell”); their wives, widows, and family members; and persons who have made substantial contributions to the Waddell or the Association.  The goal is to foster the spirit of goodwill among its members; to afford opportunities for communication, enjoyment, companionship, recreation and involvement among shipmates; to perpetuate the camaraderie developed among those who have served in the United States Navy; and to preserve the ship’s prominent place in history as a renowned warship in the service of the United States of America.

Article IV   Membership

Section 1 – Regular Members: all personnel, officer and enlisted, who have served aboard the WADDELL are eligible for membership as Regular Members.  Only Regular Members in good financial standing may vote on issues brought before the Association at a Business Meeting and serve as directors or officers of the Association or serve on its committees.

Section 2 – Associate Members: Spouses, widow(er)s and family members of persons eligible to be Regular Members are welcome and eligible for membership as Associate Members.

Section 3 – Honorary Members: The Board of Directors of the Association (hereafter referred to as (“the Board”) may bestow an Honorary Membership upon a person not eligible to become a Regular or Associate Member in recognition of his or her accomplishments and/or contributions made to the Waddell or the Association.

Section 4 – Lifetime Member: The Board may establish a Lifetime Member category and establish criteria for membership therein and dues associated therewith. 

Section 5 – Dues: With the exception of Honorary Members, all membership categories are required to pay dues as established by the Board of the Association from time to time.

Section 6 – Non-Payment: Members who fail to pay their dues as established by the Board within 45 days of their due date shall be dropped from the lists of the Association. Regular Members so dropped may not thereafter serve as a director, officer or committee member of the Association until becoming current in the payment of their dues.

Article V     Fiscal Year

The Association’s fiscal year will be July 1 to June 30 for purposes of membership dues and annual financial statements.

Article VI   Reunion & Business Meetings

Section 1 – Reunion Meeting: A Reunion Meeting of the Association’s Membership shall be held at a time, place and manner determined by the Board, not less than once each five years.

Section 2 – Business Meeting: A Business Meeting of the Association’s Regular Members shall be held at the time of the Association’s Reunion Meeting.  Additional Business Meetings may be held at such times and places as deemed appropriate by the Board, provided that a Business Meeting shall be held not less than once each year (“the Annual Business Meeting”).  The Business Meeting held at the time of the Reunion Meeting may be deemed the Annual Business Meeting.  The Board may call Business Meetings on thirty (30) days notice, using written, telephonic and/or electronic notification, at which meeting business matters may be addressed and brought to the attention of the Regular Members and/or action taken as deemed appropriate.  The foregoing notwithstanding, in lieu of any Business Meeting not held in association with a Reunion Meeting, the Board may present such matters to be acted upon to the Regular Members in written or electronic (email) form and solicit said Regular Members’ responses in such form, requiring that Regular Members respond in similar form within thirty (30) days of receipt of materials provided by the Board.

Section 3 – Business Meeting Purpose: The purpose of a Business Meeting is to act on such matters as may be properly presented to it, including the election of board members as provided herein. 

Section 4 – Meeting Order: The conduct of Business Meetings shall be in accordance with Robert’s Rules of Order, or in such other manner as the Board shall determine..

Section 5 – Voting: Except as specified elsewhere in these Bylaws, the majority vote of those Regular Members in attendance at Business Meetings, or voting in written or electronic form, as appropriate, shall determine passage of the matters under consideration.

Article VII           Board of Directors

Section 1 – Duties: The Board shall have fiduciary responsibility for the Association’s health and welfare, and shall guide the Association’s activities and oversee planning of the Association’s reunions, shall encourage and nurture communications among the Association’s members and prospective members, and shall conduct such programs as deemed consistent and appropriate with these Bylaws as outlined below:

a.   Transact the business of the Association.

b.   Establish policies governing the affairs of the Association.

c.   Provide for maintenance of records and files; proper care of materials, funds and                  equipment; payment of legitimate expenses of the Association.

d.   Elect officers of the Association and define their duties.

e.    Fill vacancies on the Board of Directors.

Section 2 – Board Composition: The Board will be composed of not less than six (6) nor more than ten (10) Regular Members elected by the Regular Members, the exact number within said limits to be fixed from time to time solely by resolution of the Board, acting by not less than a majority of the directors then in office.

Section 3 – Classification of Directors:  The Board shall be divided into two (2) classes, Class A and Class B.  The numbers of directors in each class shall be maintained as nearly equal as possible.  Initially, five (5) directors shall be assigned to Class A and four (4) directors to Class B.  Directors in office on the date immediately prior to the adoption of these Bylaws shall be deemed to be in Class A.  The term of office of directors in Class A shall expire at the Annual Business Meeting held in 2007, at which meeting Regular Members shall be elected to both Class A and Class B.  The term of office of persons so elected to Class A shall expire at the Annual Business Meeting of the Regular Members in 2008; and the term of office of directors so elected to Class B shall expire at the Annual Business Meeting of the Regular Members in 2009.  Commencing at the Annual Business Meeting held in 2008 and at each Annual Meeting thereafter, persons elected as directors to succeed directors in the class the term of which is then expiring shall be elected to hold office for a two-year term and until the election and qualification of their respective successors in office. 

Section 4 – Terms of Office: There are no restrictions on the number of Terms on the Board a Member in Good Standing may serve.

Section 5 – Removal of Board Members: If a member of the Board fails to properly fulfill the requirements and obligations of his office, fails to pay membership dues, or is charged with dishonest conduct, charges shall be brought before the Board for investigation.  The Board, through the President, shall notify the Board member so charged and afford him the opportunity to offer testimony/evidence to disprove the charges.  Should the testimony/evidence or subsequent performance support the charges, the Board, shall remove the Board member from office.  If the President is the object of the charges, the Vice President shall perform the duties of the President with respect to the investigation of the charges.

Article VIII          Board Nominations and Elections

Section 1 – Nominating Committee: The Nominating Committee shall be comprised of no more than three (3) Regular Members in good standing.

Section 2 – Nomination Procedures: Regular Members in good standing may submit nominations for Board membership in writing to the Nominating Committee at least four months before any Annual Business Meeting.  All nominations must include a brief biographical sketch of the nominee and be accompanied by a statement of the nominee, signifying willingness to serve on the Board and the ability to communicate via electronic media. 

Nominations may also be made by Regular Members in good standing at an Annual Business Meeting.  All nominees must be present at the Annual Business Meeting.  Votes for any nominee who is not present shall not be counted unless prior approval has been granted by the Board for such absence. 

Article IX   Association Officers

Section 1 – Officers: The officers of the Association shall be a President, a Vice President, a Treasurer, a Recording Secretary, a Corresponding Secretary, and a Historian/Curator.

Section 2 – Election of Officers: Officers of the Association shall be elected by the Board of Directors.

Section 3 – Terms of Office: Officers of the Association shall serve a one year term or until the next Annual Business Meeting following their election, whichever shall occur first.

Article X     Duties of Officers

Section 1 – President: The President shall serve as the Association’s Chief elected officer and shall chair all Board meetings; shall be responsible for the conduct of and preside over all Association business meetings; shall be responsible for providing information to the Association’s membership regarding all financial integrity of the Association; shall make appropriate appointments as outlined in these Bylaws and/or shall make such other committee appointments as deemed appropriate for the Association; shall sign contracts or other documents on behalf of the Association as appropriate; shall perform such other duties and responsibilities commensurate with the position and/or deemed appropriate by the Board.

Section 2 – Vice President: The Vice President shall fulfill all duties of the President in the event of the President’s absence and/or incapacity and shall perform such other duties and responsibilities as deemed appropriate by the Board.

Section 3 – Treasurer: The Treasurer shall serve as the Association’s chief elected financial officer; shall be responsible for the financial integrity of the Association; shall be responsible for maintaining all financial records including bank statements and audits; shall be responsible for filing all appropriate financial documentation as required; shall be responsible for all disbursements and related documentation; shall be responsible for receiving membership dues; shall be responsible for communicating with the President and the Board on a quarterly basis the financial status of the Association including a balance sheet and membership status report; shall communicate the Association’s financial status at least once per year to the membership; shall be responsible for the handling of all funds and maintaining all appropriate records related to the Association’s ship’s store and/or fundraising endeavors; shall provide at least once annually a financial report to the Association’s membership using written, telephonic and/or electronic means; shall oversee fundraising and/or other related financial development programs on behalf of the Association; shall oversee a financial audit as deemed appropriate by the Board; shall maintain all financial records and documentation and/or oversee other financial matters as prescribed by the Board and/or file all necessary financial reports as may be required by other appropriate financial/legal authorities/agencies.

Section 4 – Recording Secretary: The Recording Secretary shall be responsible for maintaining all records of the Association other than financial records; shall document all Board Meetings, business meeting and reunions, shall provide written minutes and reports to the Board ; and shall conduct such other business on behalf of the Association as deemed appropriate by the Board.

Section 5 – Corresponding Secretary:  The Corresponding Secretary shall be responsible for maintaining a current list of all active members of the Association based upon reports received from the Association’s Organizational Development Committee; delivering to the membership all communications from the Association, using written, telephonic and/or electronic means; shall be responsible for responding to all appropriate correspondence received by the Association.

Section 6 – Other Officers:  With the approval of the Board, the President may appoint from time to time such other officers and agents, who may not be required to be Regular Members, as may be appropriate for carrying out the business of the Association.  Such persons will serve at the discretion of the Board and for a period not to exceed guidelines established by the Board.  Among these shall be a Webmaster who shall maintain the Association’s web site along with maintaining all electronic records and electronic membership lists of the USS WADDELL DDG-24 Association web site in accordance with usage policies established by the Board of Directors.

Article XI             Committees

Section 1 – Standing Committees:  The Association shall have the following Standing Committees: Nominating; Reunion; Organizational Development, Audit, and Newsletter committees.

Section 2 – Other Committees:  With the approval of the Board, the President may establish from time to time such other committees as may be appropriate for carrying out the business of the Association.  Such committees will serve at the discretion of the Board and for a period not to exceed guidelines established by the Board. 

Section 3 – Board Approvals:  All significant Standard Committee actions and recommended actions must be approved by the Board.

Article XII           Standing Committee Chairmen 

Section 1 – Standing Committee Chairmen: The President, with the approval of the Board, will appoint the Chairman of each Standing Committee.  Each Standing Committee Chairman must be a Member in good standing and will serve a term to expire at the next Business Meeting following his appointment and may be reappointed on annual basis.  There are no restrictions on the number of terms a Committee Chairman may serve.

Article XIII          Duties of the Standing Committees

Section 1 – Nominating Committee: The Nominating Committee will be responsible for soliciting and qualifying Regular Members who have expressed a desire to serve on the Board.  The Nominating Committee Chairman will provide a written report to the Board ninety (90) days prior to each Annual Business Meeting listing the persons who have been nominated and are willing to serve on the Board, for consideration by the Membership. 

Section 2 – Reunion: The Reunion Committee shall be responsible for the evaluation and selection of hotel facilities; arrange for banquets, reception and ceremonies, banquet Guest Speakers; set up and stock the hospitality suite; prepare a reunion report; arrange for the space to display the Association and USS WADDELL DDG-24 artifacts by the Historian and Curator; and arrange optional tours and activities; shall be responsible for ensuring all accounts associated with the reunion expenses are settled following the hosting of the reunion with the Treasurer.  The Reunion Coordinator Chairman, in concert with the approval of the Board of Directors, may establish a committee to assist with the hosting of the scheduled reunion of the WADDELL.

Section 3 – Organizational Development Committee: The Organizational Development Committee shall be responsible for conducting such searches as are reasonable and necessary to identify and locate all persons who have served on board the Waddell and are eligible for Regular Membership in this Association.

Section 4 – Audit Committee: The Audit Committee shall be responsible for an audit of the Association’s financial resources and transactions for each fiscal year, and shall provide the results of such audit to the Board no later than the date of the first Annual Business Meeting following such fiscal year.  A summary report of such audits shall be made to the Membership as soon as reasonably practical thereafter.  The members of the Audit Committee shall be appointed by the President, with the approval of the Board, and shall consist of two or more Regular Members, not serving on the Board, with financial and/or association management backgrounds.

Section 5 – Newsletter Committee: The Newsletter Committee will be responsible for the Association newsletter, WADDELL TIMES, which will be published at least twice a year or at such greater frequency as deemed appropriate by the Board.  The distribution of the newsletter will be via written means.  Distribution shall be made to all Regular, Associate, Honorary, Life Members, widows of deceased members and such others as the Board may deem appropriate.  At the discretion of the Board, distribution will be suspended to Regular and Associate Members whose membership (payment of membership dues) is not current. 

Article XIV          Financial Audit

A financial audit shall be conducted annually and the audit findings submitted to the Board and an audit report shall subsequently be made to the Association’s membership.

Article XV            Compensation of Directors or Officers

No director or officer or committee member of the Association, a nonprofit 501(c)4, shall receive, directly or indirectly, any salary or emolument from the Association either as such officer or director or in any capacity, unless authorized by the Bylaws of the organization, or by the concurring vote of two thirds of all the directors.

Article XVI          Indemnification

The Association may, by resolution of the Board, provide for indemnification by the Association of any and all of its directors or officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of having been directors or a director of office of the Association, except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence, or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. 

Article XVII         Amendments of Bylaws

Section 1 – Amendments: These Association Bylaws may be amended at any subsequent Business Meeting by at least two-thirds of the Regular Members in attendance or voting electronically or by mail.

Section 2 – Process: All proposed amendments and reasons supporting their adoption shall be submitted by the Board to the Regular Membership at least 60 days prior to a Business Meeting.  Any Regular Member may propose an amendment to these Bylaws by submitting such proposal to the Board at least 180 days prior to a Business Meeting.    

[Adopted by the Membership October 2007]

E-mail to Rick J. Bennett with questions or comments about this web site.

Website Updates

Website last modified:  December 31, 2006 12:47

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