Here is a link to a PDF version of the Class of 1973 bylaws: Class of 73 Bylaws
BYLAWS OF
U.S. NAVAL ACADEMY CLASS OF 1973 ASSOCIATION, INC.
ARTICLE I
Name and Location
The name of the corporation is U. S. Naval Academy Class of 1973 Association, Inc., hereinafter
referred to as the “Association.” The principal office and address of the corporation shall be that of
the current duly elected President of the Association.
ARTICLE II
Membership
Anyone who was, at any time, a member of the U. S. Naval Academy Class of 1973 shall be a
member of the Association.
ARTICLE III
Meeting(s) and Voting(s)
SECTION 1. Class Meeting. A class meeting of the members of the Association shall be held every
five (5) years (the “Regular Meeting”) on a day duly designated by the Board of Directors for the
purpose of confirming the newly elected officers to succeed those whose terms will expire, and for
the transaction of such other corporate business as may come before the meeting. The President of
the Association will determine the location of such meetings.
SECTION 2. Special Meetings. Special meetings of the members may be called at any time, for
any purpose, upon a majority vote of the entire Board of Directors.
SECTION 3. Notice of Meetings. Written notice of the date, time, and location of the Regular
Meeting shall be mailed or electronically transmitted to each member at his last known physical or
electronic mail address, at least 1 80 days before the meeting, and shall also be given by duplicate
announcement(s) published in Shipmate magazine. Notice of the date, lime, and location of special
meetings shall be given not less than thirty (30) days prior to the meeting.
SECTION 4. Conduct of Meetings. Meetings of the members shall be presided over by the
President of the Association, or his designee from among the Board of Directors.
SECTION 5. Voting. Every member shall be entitled to one vote. Such vote may be cast in person,
by written proxy via a Board of Directors approved form or electronically (as specified by the
President of the Association). All actions taken at either a Regular Meeting ot Special Meeting of
the members shall be taken by a plurality vote.
ARTICLE IV
Officers and Advisors
SECTION 1. Election and Tenure.
(a) The Officers of the Association shall be a President, a Vice-President, a Secretary, a Treasurer
and an odd number (but not more than three (3)) of members at large.
(b) Each elected officer shall assume responsibility of his position at the five (5) year Class
Meeting.
(c) Each elected officer shall serve concurrently as a member of the Board of Directors.
(d) The Board of Directors shall initiate an election process of new class officers so that it is
complete not later than forty-five (45) days prior to the five (5) year Class Meeting. Normally,
(1) A preliminary announcement to members interested in serving as class officers will be
made not later than 180 days prior to the five (5) year Class Meeting via Shipmate
Magazine.
(2) A formal call for candidates will be made not later than 150 days prior to the five (5)
year Class Meeting via Shipmate Magazine, the class web site and through company
representatives.
(3) A list of nominees (for voting) will be posted on the class web site and sent to the
membership via their last known address not later than 120 days prior to the five (5) year
Class Meeting.
(4) A list of the newly elected officers will be posted on the class web site and via company
representatives forty-five (45) days prior to the five (5) year Class Meeting.
(e) Any office left vacant by resignation or incapacity of its holder, shall be filled by appointment
of the Board of Directors.
(f) The Board of Directors may:
(1) establish a Board of Advisors to assist the Board of Directors and facilitate class
business and
(2) establish standing and ad hoc committees.
ARTICLE V
Duties of the Officers, Advisors and Members
SECTION 1. Officers’ Duties. The duties of the officers are as follows:
(a) President: The President shall serve as the President of the Association, Class President and
Chairman of the Board of Directors. The President shall be responsible for the overall management
of the Association’s affairs. He shall preside at all meetings of the Board of Directors; shall see that
orders and resolutions of the Board are carried out; shall execute and file any tax forms and/or tax
returns that may be required on behalf of the U.S. Naval Academy Class of 1973 Association, Inc.;
and shall co-sign all checks and promissory notes. In the event that a Board of Advisors, standing
committee, or ad hoc committee is established in accordance with the provisions of Article IV,
Section 1(d), he shall propose, and the Board of Directors shall approve, the members of such
board or committee.
(b) Vice President: The Vice-President shall assume such duties as are individually assigned to them by the President with the approval of the Board of Directors
(c) Secretary: The Secretary shall record the votes and keep the minutes of all meetings and
proceedings of the Board of Directors and of the members; keep the corporate seal of the
Association (a.k.a Class Crest); serve notice of meetings of the Board and of the members;
maintain class presence in Shipmate Magazine; and shall perform such other duties as are required
by the Board of Directors.
(d) Treasurer: The Treasurer shall receive and deposit in appropriate bank accounts all monies of
the Association and shall disburse such funds as directed by the Board of Directors; shall co-sign
all checks and promissory notes of the Association; keep proper books of the Association
account(s); shall prepare an annual budget and statement of income and expenditures to be
presented to the Board of Directors; shall report on the financial condition of the Association at the
five (5) year Class Meeting to the membership and at other times when called upon by the
President; shall prepare any tax forms and/or tax returns that may be required on behalf of the U.S.
Naval Academy Class of 1973 Association, Inc.; and, at the expiration of his term of office he
shall deliver a statement of income and expenditures to the new Board of Directors and all books,
money, and other property in his charge to his successor.
SECTION 2. Members7 and Advisors’ Duties:
- Board of Advisors: The Board of Advisors shall serve solely in an advisory capacity.
(b) Member(s) at Large: The Members at Large shall assume such duties as are individually
assigned to them by the President with the approval of the Board of Directors
( c) Committee Members: Standing and Ad Hoc Committees may be appointed for specific
temporary or long-term situations (i.e., fundraising, reunion, or tailgating functions), and the
members of such committees shall assume such duties as assigned to them by the Board of
Directors.
ARTICLE VI
Board of Directors and Board of Advisors
SECTION 1. Duties. The Board of Directors shall exercise for the Association all powers, duties
and authority invested in or delegated to this Association and not reserved to the membership by
other provisions of these By-Laws or the Articles of Incorporation.
SECTION 2. Meetings. A regular meeting of the Board of Directors shall be held no less than once
per calendar year. Special meetings of the Board of Directors shall be called by the Chairman of the
Board or at the request of any three (3) Directors. Notice of meetings shall be mailed, delivered,
sent electronically or telephoned to each member of the Board not less than seven (7) days prior to
the meeting. The Board of Advisors shall meet as directed by the President of the Association.
SECTION 3. Quorum. At any meeting of the Board of Directors, not less than three (3) members of
the Board shall constitute a quorum for the transaction of business, and any such business
transaction shall be valid if passed by a majority of the Directors present. With the approval of a
majority of the Board of Directors, any absent Directors may cast their votes by telephone,
electronic mail or written proxy.
ARTICLE VII
Books and Records
The books, records and papers of the Association shall be subject to reasonable inspection upon the
written request of no less than five percent (5%) of the members of the Association. Upon written
request of a member, and at the member’s expense, copies of the Articles of Incorporation or the
By-Laws of the Association shall be provided to that member. Or, the aforementioned documents
may be provided electronically at no expense to the requesting member.
ARTICLE VIII
Amendments
SECTION 1. Amendments. These By-Laws may be amended by the Board of Directors as set forth
in the Articles of Incorporation.
SECTION 2. Conflict. In the case of any conflict between the Articles of Incorporation and these
By-Laws, the Articles shall control.
SECTION 3. These By-Laws shall constitute the entire Bylaws of the Association and supersede in
their entirety any prior Bylaws.
IN WITNESS WHEREOF, we, being all of the Directors of the U. S. Naval Academy Class of 1973 Association, Inc. have hereunto set our hands this 30th day of Oct., 2007.
WITNESS: BOARD OF DIRECTORS
o/s Kevin Callahan
o/s Tom Storch
o/s Scott Krajnik
o/s Tom Wilson
o/s Chuck McKeone
