USS Forrest Sherman (DD-931) Association
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USS FORREST SHERMAN DD-931

Foundation, Inc.

BYLAWS

 

ARTICLE I

NAME AND LOCATION

 

The name of this organization shall be USS FORREST SHERMAN DD-931 Foundation, Inc. (“the Foundation”), a nonprofit organization incorporated in Maryland.  Offices of the Foundation shall be in Bel Air, Maryland and/or in such other localities as may be determined by the Board of Directors.

 

ARTICLE II

OBJECTIVES

 

The objectives of the Foundation shall be:

 

·        To educate the public on the rich naval maritime heritage of the USS FORREST SHERMAN DD-931; the role this ship has played in their countries history; and the importance of preserving this historic ship for future generations.

·        To foster the exchange of information and experiences among the members of the ships former crew to enable them to develop and conduct educational programs to spread knowledge of their histories to the public.

·        To provide information, assistance and financial support in the effort to preserve this historic ship.

 

ARTICLE III

MEMBERSHIP

 

SECTION 1.  QUALIFICATIONS FOR MEMBERSHIP

Membership in the Foundation shall be available to any association, corporation, firm or individual interested in promoting the preservation and display of this historic ship to educate the public, and who agrees to abide by these bylaws and render prompt payment of dues as required by the Board of Directors.

 

SECTION 2.  CLASSES OF MEMBERSHIP

FOUNDATION MEMBERSHIP is available to any organization or individual whose objectives are compatible with the objectives of the Foundation.  Each Foundation Member organization shall designate a person who is associated with it to represent that organization.  These persons shall be entitled to all benefits and privileges of membership including the right to vote at Foundation meetings and the right to hold elective office.  Acceptance of Foundation Members shall be by the Board of Directors.

ALUMNI ASSOCIATION MEMBERSHIP is available to any individual who has served as a crewmember of this ship during their Naval career.  These persons shall be entitled to all benefits and privileges of membership except the right to vote at Foundation meetings and the right to hold elective office.

 HONORARY MEMBERS are persons approved by the Board of Directors in recognition of significant contributions to the Foundation.  They are confirmed by the voting members at the next scheduled general meeting of the Foundation.  Honorary Members shall not pay dues nor hold elective office but shall receive such communications of the Foundation as are regularly sent to Foundation and Alumni Association members.

 

            SECTION 3.  REMOVAL AND RESIGNATION

Members of any class may be removed from membership by the Board of Directors for cause by a two-thirds vote.  For any cause other that non-payment of dues, removal shall occur only after the member complained against has been advised of the lodged complaint and has been given reasonable opportunity for defense, first in writing to the Foundation office, and next by appearance before the Board of Directors.

 

SECTION 4.  REINSTATEMENT

A former member desiring reinstatement may be considered for such reinstatement by the Board of Directors upon full payment of all dues in arrears and upon completion of an application for membership as required by the Board of Directors.

 

ARTICLE IV

DUES

 

SECTION 1.  Dues shall be as recommended by the Board of Directors and approved by a majority of the voting members at the next scheduled general meeting of the Foundation.  They shall be payable at the time of application for membership and as invoiced annually for renewal of membership.  Dues shall by on a fiscal year basis and will be prorated for new members.

 

SECTION 2.  Members shall be considered delinquent in their membership if dues remain unpaid ninety days after being invoiced and shall be subject to forfeiture of all membership benefits on and after determination of such delinquency.

 

ARTICLE V

GENERAL MEETINGS

 

SECTION 1.  The Bi-Annual Meeting of the Foundation shall be held at such time and place as determined by the Board of Directors.  Board members shall be elected and reports of the President, Secretary-Treasurer and the chairs of all standing and special committees shall be received and acted upon.  The order of business at the Annual Meeting shall be as follows:  (1) reading of minutes of last Annual Meeting and any other meetings subsequent thereto; (2) communications; (3) reports; (4) resolutions; (5) elections; (6) old business; and (7) new business.

SECTION 2.  Special meetings of the Foundation may be called by the President, Board of Directors or written request of the Foundation Membership, provided such written request is signed by a minimum of ten Foundation Members.  Such request shall be delivered to the office of the Foundation, and shall specify the reason for the meeting.  On receipt of such request, the President, or failing the President, the Vice President, or failing them both, any other Board Member, shall within 30 days, call a special meeting of the voting members, for the purpose of dealing with the matter specified in the notice.  No other business may be conducted at such special meeting without a two-thirds vote of the Foundation Members present at such special meeting.

SECTION 3.  Written notice of any general meeting of the membership shall be mailed to the last known address of all members.

SECTION 4.  At all general meetings of the Foundation, each Foundation Member in good standing shall be entitled to one vote and said members must be present to vote, except as noted in subsequent sections of these bylaws.  A majority vote of those present and eligible to vote shall govern.

SECTION 5.  At all general meetings of the membership, a quorum shall consist of ten voting members.

SECTION 6.  Proxies may be allowed for general meetings provided such procedure is authorized in advance by the Board of Directors.

SECTION 7.  Parliamentary procedure for all meetings of the Foundation shall follow Roberts Rules of Order.

 

ARTICLE VI

OFFICERS

SECTION 1.  The elected officers shall be a President, a Vice President, and a Secretary-Treasurer.  These officers and the immediate Past President shall constitute the Executive Committee.  All elected officers must have access to electronic mail.  The officers shall be elected by the voting membership at a Bi-Annual Meeting.  Each officer shall serve a term of two years, beginning with installation, or until a successor has been duly elected and installed.  Nothing herein shall prevent an officer from being elected to successive terms of office.

SECTION 2.  The designated representative of any corporate Foundation Member in good standing shall be eligible for election as an officer or director at large of the Foundation.  The Nominating Committee shall submit a slate of candidates for officers and directors at large for approval by the Board of Directors.  Nominations may be made from the floor by any Foundation Member in good standing.  Vacancies in any elected office may be filled for the balance of the term by vote of the Board of Directors.  The Board of Directors, in its discretion, by a two-thirds vote of its members, may remove any officer or director at large from office for cause.

 

ARTICLE VII

DUTIES OF OFFICERS

 

SECTION 1.  President.  The President shall serve as chairman of the Executive Committee and Board of Directors; shall preside at all meetings of those bodies as well as the general meetings of the membership; shall serve as a member, ex-officio with right to vote, on all committees except the Nominating Committee; and shall make all necessary committee appointments and perform such other duties as may be assigned by the Board of Directors.

SECTION 2.  Vice President.  The Vice President shall assist the President by advice and otherwise and, in the absence or incapacity of the President, shall discharge the duties of the President.  The Vice President shall perform such duties as assigned by the President and the Board of Directors.

SECTION 3.  Secretary-Treasurer.  The Secretary-Treasurer shall ensure the forwarding of notices of all meetings to the members, the keeping of a correct record of proceedings, and the maintenance of correspondence and report files by the Executive Staff of the Foundation.  The Secretary-Treasurer shall chair the Finance Committee and be responsible for the maintenance and presentation of financial records and statements of the Foundation to the Board of Directors at their meetings and to the membership at the Annual Meeting; and shall perform such additional duties as assigned by the President and the Board of Directors.  The Board of Directors may assign routine accounting duties to the Executive Staff, under the supervision of the Secretary-Treasurer.

SECTION 4.  Immediate Past President.  The Immediate Past President, when one becomes available, shall assist the President by advice and otherwise, and in the absence or incapacity of the President or Vice President, shall discharge the duties of the Vice President.

SECTION 5.  The Executive Committee shall be authorized to conduct the business of the Foundation in behalf of the Board of Directors provided any actions taken are duly reported to the Board of Directors.

 

ARTICLE VIII

BOARD OF DIRECTORS

 

SECTION 1.  The governing body of the Foundation shall be the Board of Directors.  The Board of Directors shall consist of the officers of the Foundation and nine directors at large, two of whom shall be the Executive Director and Executive Secretary.  Eleven (11) additional Board Members may be appointed by the President, subject to approval by the Board of Directors, and may serve until the next general meeting when their appointments must be ratified by the general membership.

SECTION 2.  All Directors shall serve two year terms to coincide with the officers, and shall be elected by the membership at the Bi-Annual meeting.

SECTION 3.  On-site meetings of the Board of Directors shall be held at such times and locations as designated by the President or the request of seven of the current directors.  Notice of all on-site meetings of the Board of Directors shall be sent at least thirty days prior to such meeting. 

SECTION 4.  Meetings of the Board of Directors may be conducted by facsimile/electronic mail or telephone/electronic conference calls provided that advance written notice of the meeting provides a detailed agenda and supporting information on the matters to be discussed.  Full discussion of the issues must occur either verbally or in written comments.  Upon the request of any member of the Board, no final action will be taken without an on-site meeting.  Minutes detailing issues addressed, comments and actions taken shall be sent to each member of the Board of Directors.

SECTION 5.  Minutes of meetings of the Board of Directors shall be presented to and ratified by the voting members at the next general meeting.

SECTION 6.  A quorum for official business at any meeting of the Board of Directors shall consist of five members.

SECTION 7.  Any official action to be taken by the Board of Directors at meetings conducted by the means described in SECTION 4 above shall have at least a two-thirds vote to be valid.

SECTION 8.  Any vacancy created on the Board of Directors shall be filled by the Board of Directors at a regular or special meeting and a director so elected shall serve until the next Annual Meeting or until a successor is elected and installed.

SECTION 9.  Members of the Board of Directors shall serve without compensation for their services.  The Board of Directors may, however, authorize reimbursement for actual travel expenses incurred by directors for official business of the Foundation.  Reimbursement shall be at such rate and under such conditions as approved by the Board of Directors.

SECTION 10.  The Board of Directors may from time to time designate Foundation Members to serve in an ex-officio capacity on the Board of Directors with right to vote.  The term of appointment shall be for one year.  The Board of Directors shall review and ratify all such ex-officio appointments on an annual basis in order to ensure there is reasonable justification for continued service.

SECTION 11.  Any Past President of the Foundation shall be considered an ex-officio member of the Board of Directors.

 

ARTICLE IX

EXECUTIVE STAFF

 

SECTION 1.  The Board of Directors is empowered to appoint an Executive Director, an Executive Secretary and such other staff members as deemed necessary for management and administration of the Foundation under such terms and conditions as agreed to by the Board of Directors.  Executive Staff members may, or may not, be compensated for their services to the Foundation.

SECTION 2.  The Executive Director, when appointed, shall perform general management of the affairs of the Foundation; and shall see that all orders and resolutions of the Board of Directors are carried out.  The Executive Director shall be selected by the majority vote of the Board of Directors and shall serve at will.  The Executive Director shall have such other powers and shall perform such other duties as shall be assigned by the Board of Directors, the Executive Committee or the President.  The Executive Director shall serve as a voting member of the Executive Committee and Board of Directors.

SECTION 3.  The Executive Secretary, when appointed, shall assist the Board of Directors in the business of the Association.  The Executive Secretary shall perform such other duties as shall be assigned by the Board of Directors, the Executive Committee or the President.  The Executive Secretary shall serve as a voting member of the Executive Committee and Board of Directors.

 

ARTICLE X

COMMITTEES

 

SECTION 1.  Nominating Committee.  The President shall appoint a Nominating Committee consisting of at least three individuals with Foundation Membership.

SECTION 2.  Standing committees.  The standing committees shall be (1) a Finance Committee; (2) a Membership Committee; (3) a Communications Committee; and (4) an Insurance Committee.  The President shall appoint persons to the standing committees.  The President may designate committee chairs.

SECTION 3.  Special Committees.  The President may establish and appoint persons to special committees to carry out specific projects or conduct specific items of business for the Foundation.

 

ARTICLE XI

FINANCE

SECTION 1.  The fiscal year for the Foundation shall be as prescribed by the Board of Directors.

SECTION 2.  The Board of Directors may require such surety and performance bonds as are deemed necessary for the Foundation.

SECTION 3. All checks drawn against the accounts of the Foundation shall be signed by such staff and officers as designated by the Board of Directors.

SECTION 4.  The Board of Directors shall approve an annual operating budget for the Foundation.

SECTION 5.  The Board of Directors may appoint an Audit Committee or engage an independent auditor to audit the books of account of the Association at the end of the fiscal year or at such other times as are deemed appropriate.

 

ARTICLE XII

DISSOLUTION

 

SECTION 1.  An affirmative vote of three-quarters of the voting members is required to pass on the question of dissolution of the Foundation.  Voting may be done by attendees at a general meeting or by notarized proxy.  In the case of dissolution, the assets of the Foundation shall be distributed to one or more regularly organized and qualified tax-exempt organizations, to the Federal government, or to a state or local government for a public purpose.

 

ARTICLE XIII

AMENDMENTS

 

SECTION 1.  These bylaws may be amended by a two-thirds vote of the voting members at a general meeting of the Foundation provided that a notice of the motion to amend containing a verbatim copy of the proposed amendments be sent to the Executive Secretary at least twenty days prior to the meeting.  The Executive Secretary shall mail a notice thereof together with said verbatim copy of the proposed amendments to every voting member of the Foundation at least fifteen days prior to the said meeting.

  

These bylaws were approved at the Electronic Organizational Meeting of the Foundation in _Bel Air, Maryland____ on __December 14, 2000__________

AMENDMENT I.  The Bylaws are amended to change all references to an Annual Meeting to a Bi-Annual Meeting.

Approved by the membership at a general meeting in Ocean City, MD on April 23, 2002.

AMENDMENT II.  The Bylaws are amended to change the terms of office for the Board of Directors from staggered seven (7) year terms of office to two (2) year terms.

Approved by the membership at a general meeting in Ocean City, MD on April 23, 2002.

AMENDMENT III.  The Bylaws are amended to add a second sentence to Section 1, Article VIII, and to delete “least annually and at such” from Section 3, Article VIII.

Approved by the membership at a general meeting in Ocean City, MD on April 27, 2004.

  

Witness: