USS WADDELL DDG-24 ASSOCIATION

BYLAWS

Article I      Name

The name of the 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 shipmates who have served aboard the USS WADDELL

DDG-24.  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 predominate warship in the service of the United States of America.

Article IV   Membership

Section 1 – Regular Members: all personnel, office and enlisted, who have served aboard the USS WADDELL DDG-24 are eligible for membership as Regular Members.  Regular members have full voting rights and are eligible to hold office.

Section 2 – Associate Members, Wives, widows and family members of personnel eligible for regular membership are welcome and eligible for membership as Associate Members.

Section 3 – Honorary Members: The Board of Directors may bestow an Honorary Membership to a person not eligible for Regular or Associate membership status for accomplishments and/or contributions made to the Association.

Section 4 – Lifetime Member: The Board of Directors may establish a Lifetime Member Category along with the criteria for membership and related membership dues. 

Section 5 – Dues: With the exception of Honorary Members all membership categories are required to pay dues as established by the Board of Directors and approved by the Regular Membership of the Association.

Section 6 – Non Payment: Members who fail to pay their dues as established by the Board of Directors within 45 days of their renewal date shall be dropped.  Payment of overdue membership fees will reinstate that member in the Association. 

Section 7 – Voting Privileges:  Only paid up Regular Members may vote at the called business meetings.

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 Meeting

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

Section 2 – Business Meeting: The business meeting of the Association’s Regular Members shall be held at the time of the Association’s reunion and/or at such times as deemed appropriate by the Board of Directors, not less than once each year.  The Board of Directors may also call a business meeting using written, telephonic and/or electronic notification at which time fiduciary matters may be addressed and brought to the attention of the entire membership and/or action taken as deemed appropriate.  Such matters may be dealt with via written response, telephonic and/or electronic means.

Section 3 – Business Meeting Purpose: The purpose of this meeting is to act on such matters as may be presented and to elect board members as deemed necessary. 

Section 4 – Meeting Order: The conduct of the annual meeting shall be in accordance with Robert’s Rules of Order.

Section 5 – Voting: Except as specified elsewhere in these Bylaws, the majority vote of those Regular Members in attendance shall determine passage of the matters under consideration.

Article VII           Board of Directors

Section 1 – Duties: The Board of Directors is charged with the fiduciary responsibilities for the Association’s health and welfare, shall guide the Association’s activities and oversee planning of the Association’s reunions, shall encourage and nurture communications among its 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 & equipment; payment of legitimate expenses of the Association.

d.     Appoint or nominate officers of the Association and define duties.

e.      Fill vacancies on the Board of Directors.

f.       Ratify actions taken during the interim between formal shi reunions.

Section 2 – Board Composition: The Board of Directories will be comprised of five Regular Members elected by the Membership and one Alternate Member (who will replace any Regular Board member that may resign or be removed.   The Alternate will not have voting rights unless they take the place of a Regular Board member).

Section 3 – Terms of Office: The five regular board members are elected for a one year term. 

The following comprised the founding Board of Directors and will establish the annual election cycle for the board.

                   Rick Bennett IC3 – 1984-87

                   Bill Brewer IC2 – 1966-68

                   John English GMMC – 1964-68

                   Tom Jones EW1 – 1977-81

John Mack FTM2 – 1971-74

                   Guy Ward MM3 – 1964-67

                   Allen Jones IC2 – 1964-67

Section 4 – Terms of Office: Members elected to the Board of Directors, including the Alternate will serve one full year.  The Alternate member will fill any partial term of any Board member that may serve on the Board of Directors.  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 an elected member of the Board fails to properly fulfill the requirements and obligations of their office or if they were charged with dishonest conduct, that situation shall be brought before the Board of Directors for investigation.  The Board of Directors, through the President, shall notify the accused Board member and/or appointed officer or chairman and afford them the opportunity to offer testimony/evidence to disprove the allegations.  Should the testimony/evidence or subsequent performance not support continuance in office, the President, with concurrence of the remaining members of the Board of Directors, shall remove that officer or Board member from office.  If the President is the object of the allegations, the Vice President shall chair the Board of Directors procedures.

Article VIII          Board Nominations and Elections

Section 1 – Nomination Committee: The Nominating Committee shall be comprised of no more than three (3) current Members in Good Standing.

Section 2 – Board Elections: Board members serve a one year term.  Election of appropriate Board of Director candidates will take place on an annual basis at the

membership meeting.

Section 3 – Nomination Procedures: Regular members in good standing may submit nominations in writing to the Nomination Committee at least one month before the announced annual membership meeting.  All nominations must have the concurring statement of the nominee, signifying willingness to serve and the ability to communicate via electronic media. 

Section 4 – Board Elections: Elections will be held at the annual membership meeting with the Nomination Committee submitting the list of Candidates for consideration to the attending Membership. Candidates may also be submitted by the members in Good Standing at the Business Meeting.  All Candidates must be present at the Business Meeting to be considered for election. 

Article IX   Association Officers

Section 1 – Officers: The Association’s officers are the President, Vice President, Treasurer and Secretary.

Section 2 – Election of Officers: Officers are elected by the Board of Directors.

Section 3 – Terms of Office: Officers shall serve a one year term as established by the Board of Directors.

Article X     Duties of Officers

Section 1 – President: The President shall serve as the Association’s Chief elected officer; 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 the 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 of Directors.

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; shall maintain all membership records; prepare membership reports for the Association’s membership and/or perform such other duties and responsibilities as deemed appropriate by the Board of Directors.

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 and issue Membership Certificates for new members; issue renewal Membership Cards for members renewing their membership (acknowledgement receipt) and communicating membership status to the Vice President; shall be responsible for communicating with the President and the Board of Directors on a monthly 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 of Directors; shall maintain all financial records and documentation and/or oversee other financial matters as prescribed by the Board of Directors and/or file all necessary financial reports as may be required by other appropriate financial/legal authorities/agencies.

Section 4 – Secretary: The Secretary is responsible for maintaining all records of the Association other than financial records; shall document all Board of Directors Meetings, business meeting and reunions, shall provide written minutes and reports to the Board of Directors and to the membership using written, telephonic and/or electronic means; shall respond to appropriate correspondence; and shall conduct such other business on behalf of the Association as deemed appropriate by the Board of Directors.

Article XI             Committees

Section 1 – With the approval of the Board of Directors, the President may appoint from time to time committees appropriate for carrying out the business of the Association.  Such committees will serve at the discretion of the Board of Directors and for a period not to exceed guidelines established by the Board of Directors.  All committee activities and/or recommended actions must be approved by the Board of Directors.

Article XII           Standing Committees

Section 1 – Standing Committees: the Board of Directors will establish key Standing Committees: Nomination; Webmaster; Historian & Curator; Reunion Coordinator; Newsletter Editor; Regional Representatives (number determined by the Board of Directors). 

Section 2 – Committee Chairmen: The Board of Directors will appoint the Chairman of each Standing Committee.  The Committee Chairman must be a member in Good Standing and will serve a one year term and may be reappointed on annual basis.  There are no restrictions on the number of terms a Chairman may serve.

Article XIII          Duties of the Standing Committees

Section 1 – Nomination Committee: The Nomination Committee will be responsible for soliciting and qualifying members who have expressed a desire to serve on the Board of Directors.  The Nomination Committee Chairman will provide a written report annually of the candidates that are willing to serve on the Board (at the membership business meeting) for consideration by the Membership. Nominations will also be accepted from the floor at the annual business meeting.

Section 2 – Webmaster: The Webmaster shall maintain the Association’s web site along with maintaining all Association 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.

Section 3 – Historian and Curator: The Association’s Historian and Curator shall collect and maintain historical materials, information and artifacts of the USS WADDELL DDG-24 and the Association.  He shall also compile a narrative of the ship’s history, maintain written materials, photographs and records related to the ship’s reunions and maintain the association’s archives.

Section 4 – Reunion Coordinator: The Reunion Coordinator 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 USS WADDELL DDG-24.

Section 5 – Newsletter Editor: The Newsletter Editor 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 by the Board of Directors.  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 of Directors may deem appropriate.  Distribution will be suspended to Regular and Associate Members whose membership (payment of membership dues) is not current. 

Section 6 – Regional Representatives: Regional Representatives will be appointed by the Board of Directors annually.  Duties include assisting in the Membership enrollment and retention; locating former Shipmates; keeping the Board of Directors informed on changes of addresses, illness and deaths of former Shipmates and other duties as assigned by the Board of Directors. 

Article XIV          Financial Audit

Section 1 – Audit Personnel: The Association’s President, with the approval of the Board of Directors, will appoint two regular members, not serving on the Board of Directors, with financial and/or association management backgrounds to serve as the Association’s auditors.

Section 2 – Audit Frequency: A financial audit shall be conducted annually with the audit findings submitted to the Board of Directors and subsequently a formal report made to the Association’s membership.

Article XV            Compensation of Directors or Officers

No director or officer of the Association, a nonprofit 501(c)4, shall receive, directly or indirectly, any salary or emolument from such corporation 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 of Directors, 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.

Section 2 – Process: All proposed amendments and reasons shall be submitted to the Board of Directors at least 30 days prior to a business meeting.  Proposed Amendments or Changes to the Bylaws may also be submitted for consideration and action by the Membership at the Business Meeting.  The proposed Amendments will be read during the membership business meeting.  Two-thirds of the attending Membership is required to pass the proposed Amendments or Bylaws changes. 

Adopted as Revised 26 June 2004 by the Membership

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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