Founded June 28, 1991

U.S.S. Little Rock Association
Minutes & By Laws

Page last updated: 23 September, 2016



Minutes
and
By Laws


    2001

(As amended through July 11, 2014)

    FOR

THE U.S.S. LITTLE ROCK ASSOCIATION


A NOT-FOR-PROFIT CORPORATION

 INCORPORATED UNDER THE LAWS OF

THE STATE OF NEW YORK





TABLE OF CONTENTS

     Consent to Action Taken In Lieu of Organization meeting

     Copy of Certificate of Incorporation

     Receipt of the Department of State

     By - Laws

          Article I - Offices
          Article II - Purposes
          Article III - Membership

          1.     Qualifications for Membership
          2.     Membership Meetings
          3.     Special Meetings
          4.     Fixing Record Date
          5.     Action by members Without a Meeting
          6.     Proxies
          7.     Order of Business
          8.     Membership Dues
          9.     Member Removal for Cause

     Article IV - Directors

          1.    Management of the Corporation
          2.    Election and Term of the Directors
          3.    Increase or Decrease in Number of Directors
          4.    Newly Created Directorships and Vacancies
          5.    Removal of Directors
          6.    Resignations
          7.    Quorum of Directors
          8.    Action of the Board
          9.    Place and Time of Board Meetings
        10.    Regular Annual Meeting
        11.    Notice of Meetings of the Board, Adjournment
        12.    Chairman
        13.    Executive and Other Committees

     Article V - Officers

          1.    Offices, Election, Term
          2.    Removal, Resignation, Salary
          3.    President
          4.    Vice-Presidents
          5.    Treasurer
          6.    Assistant-Treasurer
          7.    Secretary
          8.    Assistant-Secretary
          9.    Security and Bonds




CONSENT TO ACTION TAKEN IN LIEU OF THE
ORGANIZATION MEETING
of
U.S. S. LITTLE ROCK ASSOCIATION


          The undersigned, being the Incorporators of the corporation hereby consent(s) to the action taken, as hereafter stated, in lieu of the organization meeting.

          A copy of the certificate of incorporation together with the receipt issued by the Department of State showing the date and payment of the filing fee for the original certificate of incorporation, was appended to this statement.

          By-laws regulating the conduct and affairs of the corporation as prepared by counsel for the corporation were adopted and ordered appended thereto.

     The following person(s) were appointed Director(s) of the corporation:

Donald Schuld Phillip Sutton Edward Oldford
James Kays James Wilson Larry Wallace
John Whidden Frank Vieira Bruce Stewart
Kenneth Gambrell Frank Berglas John Sheppard
Edward Caggiano Gerard Dupuis Kent Siegel


     The principal office of the corporation was fixed at the City of Buffalo, County of Erie, State of New York.

     Dated February 19, 1997

     The undersigned accept their appointment as Directors:

Donald Schuld /s/ Donald Schuld Frank Berglas /s/ Frank Berglas
James Kays /s/ James Kays Gerard Dupuis /s/ Gerard Dupuis
John Whidden /s/ John Whidden Edward Oldford /s/ Edward Oldford
Kenneth Gambrell /s/ Kenneth Gambrell Larry Wallace /s/ Larry Wallace
Edward Caggiano /s/ Edward Caggiano Bruce Stewart /s/ Bruce Stewart
Phillip Sutton /s/ Phillip Sutton John Sheppard /s/ John Sheppard
James Wilson /s/ James Wilson Kent Siegel /s/ Kent Siegel
Frank Vieira /s/ Frank Vieira




BY-LAWS
Of
THE USS LITTLE ROCK ASSOCIATION


ARTICLE I - OFFICES

The principal office of the corporation shall be in the City of Buffalo, County of Erie, State of New York. The corporation may also have offices at such other places within or without this state as the Board may from time to time determine or, the business of the Corporation may require.

        
ARTICLE II - PURPOSES

The purpose or purposes for which the Association is formed are as follows:

To commemorate the memory of those U.S. Navy and U.S. Marine Corps veterans who served on board the USS LITTLE ROCK (CL-92; CLG-4) between 1945 & 1976;

To perpetuate the Association of Veterans who served on board USS LITTLE ROCK, or any other Navy or Coast Guard vessel;

To contribute time and funds for the maintenance and preservation of the USS LITTLE ROCK, which is located at, and maintained by, the Buffalo Naval & Servicemen's Park, Buffalo, New York;

To conduct periodic reunions, at various locations, of the Members of the USS LITTLE ROCK ASSOCIATION;

To engage in raising funds for the establishment of scholarships & other benefits for the children of Veterans who served on board the USS LITTLE ROCK, or any other Navy or Coast Guard vessel;

To engage in the support of other Veterans' groups;

To support public memorials of those who served in the U.S. Armed Forces;

To publish periodic materials about the USS LITTLE ROCK, or any other Navy or Coast Guard vessel;

To contribute funds and memorabilia for the museum maintained on board the USS LITTLE ROCK;

To award academic scholarships to Navy and Marine Corps Officer Candidate students enrolled in college and university programs administered by the Navy Reserve Officer Training Candidate Program;

And for other lawful purposes in keeping with the Association's Charter & By-Laws.
    


ARTICLE III - MEMBERSHIP

1.
QUALIFICATIONS


A.
MEMBERS: MEMBERSHIP IN THE ASSOCIATION SHALL BE ACCORDING TO THE CLASSES  DESIGNATED BELOW:



(1) CLASS A: Membership shall be limited to any living U.S. Navy or Marine Corps veteran (including active duty personnel) who have served on board the USS LITTLE ROCK (CL-92, CLG-4, CG-4) during its period of active service between 1944 and 1976, and who have served or are serving on board USS LITTLE ROCK (LCS-9) during its period of active service, and if no longer serving have received an Honorable Discharge. Class A members shall have the right to participate in, and vote upon, any matter brought before the Association at its regular or special meetings. Class A members shall also be eligible to be elected as Directors or Officers of the Association.



(2) CLASS B: Membership shall be limited to any living U.S. Navy or Marine Corps veteran, who did not serve on board the USS LITTLE ROCK but who was honorably discharged from active duty or is currently on active duty in the U.S. Navy or Marine Corps. Class B members shall have the right to participate in, and vote upon, any matter brought before the Association at its regular or special meetings. Class B members shall also be eligible to be elected as Directors or Officers of the Association.



(3) CLASS C: Class C members shall be referred to as Associate Members and such membership shall be open to any person who shall apply and be approved by the Association’s Board of Directors. Class C Associate members shall not have any voting rights in the Association, nor shall they be eligible to hold any office or become Directors.



(4) CLASS D: Class D members shall be referred to as Honorary Members and shall be limited to those persons selected by the Association’s Board of Directors. Class D Honorary Member shall not have any voting rights in the Association, nor shall they be eligible to hold any office or to become Directors and they shall not be required to pay dues.



(5)
CLASS E: Class E members shall be designated “Widow” or “Surviving Spouse” memberships, and shall be limited to those applicants who are the surviving spouses of any U. S. Navy or Marine Corps veteran, honorably discharged, who served on board the USS LITTLE ROCK while it was on active service between 1944 and 1976.



(6)
CLASS F: Class F members shall be designated as “Junior Associates” and such membership shall be limited to any individual, between the ages of 10 and 21, applying for such membership and approved by the Board of Directors.  Class F members shall not have any voting rights in the affairs of the Association, nor shall they be eligible to hold  any office or to become Directors.


B.
Additional Membership Categories: The Association’s members or its Board of Directors may create such additional membership categories as they may deem fit from time to time and/or to change the eligibility requirements for the membership classes herein above set forth.

2.
MEMBERSHIP MEETINGS


The annual membership meeting of the Association may be held on a date set by the Board of Directors each year, except that if such day be a legal holiday, then in that event, the Directors shall fix a day not more than two weeks from as it appears on the membership roll book of the Association a notice stating the time and place of the annual meeting.

Regular meetings of the Association shall be held at a time and place to be determined by the Board.

The presence, personally or by written proxy, at any annual membership meeting of not less than fifty members shall A membership roll showing the list of members as of the record date, certified by the Secretary of the Association, shall be produced at any meeting of members upon the request therefor of any member who has given written notice to the Association that such request will be made at least ten days prior to such meeting. All persons appearing on such membership roll shall be entitled to vote at the meeting.

3.
SPECIAL MEETINGS


Special meetings of the Association may be called by the Directors. The Secretary shall cause a notice of such meeting to be mailed to all members at their addresses as they appear in the membership roll book at least ten but, not more than fifty, days before the scheduled date of such meeting. Such notice shall state the date, time, place and purpose of the meeting and by whom called.

4.
FIXING RECORD DATE


For the purpose of determining the members entitled to notice of or to vote at any annual meeting of members, the Board shall fix, in advance, a date as the record date for any such determination of members.

5.
ACTION BY MEMBERS WITHOUT A MEETING


Whenever members are required or permitted to take any action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by all the members entitled to vote thereon.

6.
PROXIES


Every member entitled to vote at a meeting of members of to express consent or dissent without a meeting may authorize another member of the Association to act for him by proxy.  Every proxy must be signed by the member.  Every proxy may be revocable at the pleasure of the member executing it, providing he (she) is present at the annual meeting.

7.
ORDER OF BUSINESS


The order of business at all meeting of members shall be as follows:

(a) Open in due form (Pledge of Allegiance and Invocation)

(b) Determination of Quorum

(c) Reading of the minutes of the preceding meeting – vote of approval

(d) Reports of committees

(e)
Reports of Officers

(f)
Old and unfinished business

(g)
New business

(h)
Health and welfare

(i)
Adjournments

8.
MEMBERSHIP DUES


Membership dues shall be in an amount set by the Board for each class of membership under ¶ 1A above, excepting for Class D, and will become due during the month of January every year.  Delinquent members will be dropped from the Association rolls 30 days prior to the next annual meeting.  Members struck for non-payment may be reinstated by the payment of such dues and any reinstatement fee as may be determined by the Board.

9.
MEMBER REMOVAL FOR CAUSE


In order to maintain good order and decorum at all functions sponsored by this Association, any member who engages in conduct which the Board of Directors considers inappropriate or a menace to those in attendance at any such function, such as public drunkenness, physical or verbal assault, theft or otherwise engaging in any contumacious conduct considered unbecoming of our stature as members of this veterans’ organization, may either be expelled or suspended for a time certain from the Association by a vote of the majority of such Board.  Notice of such Board action shall be sent, in writing, by the Association’s Secretary, to the member or members so reprimanded.  Upon any such action, all paid dues, annual or life, shall be considered forfeited.  Reinstatement shall be at the sole discretion of a majority of the Board upon the reprimanded member(s) written request(s) and upon such terms and conditions as the Board shall deem desirable.



ARTICLE IV – DIRECTORS

1.
MANAGEMENT OF THE ASSOCIATION


The corporation shall be managed by the Board of Directors which shall consist of not less than fifteen (15) Directors nor more than eighteen (18).  Each Director must be a member, in good standing, of the Association.

At each annual meeting of members the membership shall elect Directors to hold office for three (3) years.  Each Director shall hold office until the expiration of the term for which he was elected and until his successor has been elected and have qualified, or until his prior resignation or removal.  One third of the Board shall be elected each year.

2.
ELECTION AND TERM OF DIRECTORS


At each annual meeting of members the membership shall elect Directors to hold office for three (3) years.  Each Director shall hold office until the expiration of the term for which he was elected and until his successor has been elected and shall have qualified, or until his prior resignation or removal.  One third of the Board shall be elected each year.

3.
INCREASE OR DECREASE IN NUMBER OF DIRECTORS


The number of Directors may be increased or decreased by vote of the members or by vote of a majority of all the Directors. No decrease in the number of Directors shall shorten the term of any incumbent Director.

4.
NEWLY CREATED DIRECTORSHIPS AND VACANCIES 
 

Newly created Directorships resulting from an increase in the number of Directors, and vacancies occurring in the Board for any reason except the removal of Directors without cause may be filled by a vote of a majority of the Directors then in office, unless otherwise provided in the certificate of incorporation. Vacancies occurring by reason of the removal of Directors without cause shall be filled by vote of a majority of the Directors.  A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor.

5.
REMOVAL OF DIRECTORS


Any or all of the Directors may be removed for cause by vote of the members or by action of the Board.  Directors may be removed without cause only by vote of the members.

6.
RESIGNATION


A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Association. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.

7.
QUORUM OF DIRECTORS


Unless otherwise provided in the certificate of incorporation, a majority of the entire Board shall constitute a quorum for  the transaction of business or of any specified item of business.  Directors shall be entitled to attend the Board meeting via telephone, email or by fax, and such attendance shall be considered in determining the presence of a quorum.  A quorum may be established with the use of written proxies from absent Directors to those Directors present at any meeting.

8.
ACTION OF THE BOARD


Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the official act of the Board.  Each Director present shall have one vote, plus any proxy.

9.
PLACE AND TIME OF BOARD MEETINGS


The Board may hold its meetings at the office of the corporation or at such other places, either within or without the state, as it may from time to time determine.

10.
REGULAR ANNUAL MEETING


A regular annual meeting of the Board shall be held immediately following the annual meeting of members at the place of such annual meeting of members.  At such Board meeting the Board shall elect the Association’s Officers for the following year.

11.
NOTICE OF MEETINGS OF THE BOARD; ADJOURNMENT


Regular meetings of the Board may be held without notice at such time and place as it shall from time to time determine.

Special meetings of the Board shall be held upon notice to the Directors and may be called by the President upon three days’ notice to each Director, either personally or by mail or email.  Special meetings shall be called by the President or the Secretary in a like manner on written request of five Directors.

Notice of a meeting need not be given to any Director who submits a waiver or notice, whether before or after the meeting or who attends the meeting without protesting prior thereto or at its commencement, the lack of notice to him.

A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place.

Notice of the adjournment shall be given to all Directors who were absent at the time of the adjournment and, unless such time and place are announced at the meeting, to the other Directors.

12.
CHAIRMAN


At all meetings of the Board, the President, or in his absence, a Chairman chosen by the Board members present, shall preside.

13.
EXECUTIVE AND OTHER COMMITTEES


The Association’s Board, by resolution adopted by a majority of the entire Board, may appoint from among the Association’s Class A and B members in good standing who, excepting for the Executive Committee, need not be Directors, to the following standing committees which shall consist of not less than two (2) nor more than seven (7) persons:

     •  Executive Committee (Directors only)
     •  Audit Committee
     •  Nominating Committee
     •  Reunion Site Selection Committee
     •  Memorial Service Committee
     •  Ship’s Store Committee
     •  Membership Committee
     •  Financial Solicitation Committee

The President may, at his direction, establish additional standing committees or retire existing committees.



ARTICLE V – OFFICERS

1. OFFICES, ELECTION, TERM
  

Unless otherwise provided for in the certificate of incorporation, the Board may elect or appoint a President, one or more Vice-Presidents, a Secretary and a Treasurer, and such other officers as it may determine who shall have such duties, powers and functions as hereinafter provided.  All officers shall be elected or appointed to hold office until the meeting of the Board preceding the annual meeting of members.  Each officer shall hold office for the term for which he is elected or appointed and until his successor has been elected or appointed, and qualified.

2. REMOVAL, RESIGNATION
    

Any officer elected or appointed by the Board may be removed by the Board with or without cause.  In the event of the death, resignation or removal of an officer, the Board in its discretion may elect or appoint a successor to fill the unexpired term.   Any two or more offices may be held by the same person, except the offices of President and Secretary.

3. PRESIDENT


The President shall be the chief executive officer of the Association.  He shall preside at all meetings of members and of the Board.  He shall have the general management of the affairs of the Association and shall see that all orders and resolutions of the Board are carried into effect.  The President shall be elected from among the members in Class A or B of the Association,  and shall serve for a one (1) year term and for no more than five (5) consecutive years.

4. VICE-PRESIDENTS


During the absence or disability of the President, the Vice-President, or if there are more than one, the Executive Vice-President, shall have all the powers and functions of the President.  Each Vice-President shall perform such other duties as the Board shall prescribe.

5. TREASURER
      

The Treasurer shall have the care and custody of all the funds and securities of the Association, and shall deposit said funds in the name of the Association in such bank or trust company as the Directors may elect.  He shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Association, when countersigned by the President and/or Secretary.  He shall also sign all checks, drafts, notes and orders for the payment of money, which shall be duly authorized by the Board of Directors and shall be countersigned by the President and/or Secretary.  He shall at all reasonable times exhibit his books and accounts to any Director or member of the Association upon application at the office of the Association during ordinary business hours.  At the end of each corporate year he shall have an audit of the accounts of the Association made by a committee appointed by the President, and shall present such audit in writing at the annual meeting of the members, at which time he shall also present an annual report setting forth in full the financial condition of the Association.

6. SECRETARY


The Secretary shall keep the minutes of the Board of Directors and also the minutes of the members.  He shall have the custody of the seal of the Association and shall affix and attest the same to documents when duly authorized by the Board of Directors. He shall attend to the giving and serving of all notices of the Association, and shall have charge of such books and papers as the Board of Directors may direct.  He shall attend to such correspondence as may be assigned to him, and perform all the duties incidental to his office. He shall keep a membership roll containing the names, alphabetically arranged, of all persons who are members of the Association, showing their places of residence and the time when they became members.

7. SECURITIES AND BONDS
      

In case the Board shall so require, any officer or agent of the Association shall execute to the Association a bond in such sum and with such surety or sureties as the Board may direct, conditioned upon the faithful performance of his duties to the Association and including responsibility for negligence and for the accounting of all property, funds or securities of the Associationwhich may come into his hands.



ARTICLE VI – SEAL

     The seal of the Association shall be as follows:




ARTICLE VII - CONSTRUCTION
  
 
If there be any conflict between the provisions of the certificate of incorporation and these by-laws, the provisions of the certificate shall govern.



ARTICLE VIII – AMENDMENTS

The by-laws may be adopted, amended or repealed by the members at the time they are entitled to vote in the
election of Directors.  By-laws may also be adopted, amended or repealed by the Board of Directors, but any by-law adopted, amended or repealed by the Board may be amended by the members entitled to vote thereon as hereinbefore provided.

If any by-law regulating an impending election of Directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of Directors the by-law so adopted, amended or repealed,  together with a concise statement of the changes made.

END OF BY LAWS



ADDENDUM

            AMENDMENTS

1.
February 26, 2005: Change in number of Directors – Article IV
2.
October 22, 2005: Various changes in wording of Article II;
Change in number of Directors – Article IV
3.
July 18, XXXX: Add Paragraph 9 to Article III – Member Removal for Cause
4.
January 17, 2014: Change in definition of Class “A” membership.
5.
July 11, 2014: Addition to Article IV, Paragraph 13, allowing President appoint committees.


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