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: |
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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; |
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To
perpetuate the
Association of Veterans who served on board USS Little Rock, or any
other Navy or Coast Guard
vessel; |
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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; |
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To
conduct periodic
reunions, at various locations, of the Members of the USS Little Rock
ASSOCIATION; |
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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; |
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To
engage in the support
of other Veterans' groups; |
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To
support public
memorials of those who served in the U.S. Armed Forces;
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To
publish periodic
materials about the USS Little Rock, or any other Navy or Coast Guard
vessel; |
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To
contribute funds and
memorabilia for the museum maintained on board the USS Little Rock; |
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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; |
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And
for other lawful
purposes in keeping with the Association's Charter & By-Laws. |
ARTICLE III - MEMBERSHIP
1.
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QUALIFICATIONS
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A.
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MEMBERS:
MEMBERSHIP IN THE ASSOCIATION SHALL BE ACCORDING TO THE CLASSES
DESIGNATED BELOW:
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(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.
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(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.
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(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.
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(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.
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(5)
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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.
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(6)
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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.
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B.
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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.
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| 2. |
MEMBERSHIP MEETINGS
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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.
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3.
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SPECIAL
MEETINGS
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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.
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4.
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FIXING
RECORD DATE
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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.
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5.
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ACTION BY MEMBERS
WITHOUT A MEETING
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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.
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6.
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PROXIES
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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.
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7.
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ORDER OF BUSINESS
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The order of business
at all meeting of members shall be as follows: |
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(a) |
Open
in due form (Pledge of Allegiance and Invocation) |
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(b) |
Determination
of Quorum |
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(c) |
Reading
of
the minutes of the preceding meeting – vote of approval |
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(d) |
Reports
of committees |
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(e)
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Reports
of Officers |
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(f)
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Old
and
unfinished business |
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(g)
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New
business |
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(h)
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Health
and
welfare |
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(i)
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Adjournments
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8.
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MEMBERSHIP DUES
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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.
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9.
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MEMBER REMOVAL FOR CAUSE
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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.
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MANAGEMENT
OF THE ASSOCIATION
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The
corporation shall
be managed by the Board of Directors which shall consist of not less
than fifteen (9) Directors nor more than eighteen
(15). 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.
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2.
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ELECTION
AND TERM OF DIRECTORS
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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.
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3.
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INCREASE OR DECREASE IN NUMBER OF
DIRECTORS
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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.
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4.
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NEWLY
CREATED DIRECTORSHIPS AND
VACANCIES
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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.
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5.
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REMOVAL
OF DIRECTORS
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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.
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6.
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RESIGNATION
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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.
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7.
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QUORUM
OF DIRECTORS
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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.
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8.
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ACTION
OF THE BOARD
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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.
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9.
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PLACE
AND TIME OF BOARD MEETINGS
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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.
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10.
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REGULAR
ANNUAL MEETING
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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.
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11.
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NOTICE OF MEETINGS OF THE
BOARD; ADJOURNMENT
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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.
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12.
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CHAIRMAN
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At all meetings of
the Board, the President, or in his absence, a Chairman chosen by the
Board members present, shall preside.
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13.
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EXECUTIVE AND OTHER
COMMITTEES
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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.
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ARTICLE V – OFFICERS
| 1. |
OFFICES,
ELECTION, TERM
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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.
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| 2. |
REMOVAL,
RESIGNATION
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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.
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| 3. |
PRESIDENT
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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.
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| 4. |
VICE-PRESIDENTS
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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.
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| 5. |
TREASURER
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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.
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| 6. |
SECRETARY
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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.
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| 7. |
SECURITIES
AND BONDS
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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.
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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.
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October 22, 2005: |
Various changes in wording
of Article II;
Change in number of Directors – Article IV
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3.
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July 18, 2008: |
Add Paragraph 9 to Article
III – Member Removal for Cause |
4.
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January 17, 2014: |
Change in definition of
Class “A” membership.
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5.
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July 11, 2014: |
Addition to Article IV,
Paragraph 13, allowing President appoint committees. |
6.
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August 25, 2023: |
Change in number of
Directors – Article IV |
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