ASSOCIATION FOR OLD SALTS AND ASSORTED SPIES BY-LAWS

November 1, 2008

Section One

Election of Officers

The Board of Directors of the Association for Old Salts and Assorted Spies will meet the first day of the reunion and business meeting to elect new officers or as determined by the Board of Directors as specified in the Constitution.

Section Two

Reunion and Business Meeting of the Board of Directors

The Board of Directors shall meet at least once a year.  A business meeting shall be held during the reunion and business meeting of the Association.  The Board business meeting between reunion years shall be scheduled by the Chairman of the Board.  Additional business meetings of the Board are subject to the call of the Chairman. A quorum must be present to conduct such business meetings.  A majority of the Directors of the Board of Directors shall constitute a quorum.  Upon due petition by a majority of the members of the Board of Directors, the Chairman shall be required to call a special business meeting of the Association’s Board of Directors.  A majority of the Directors of the Board of Directors shall constitute a quorum for the transaction of business at such special and reunion business meetings.

Section Three

Reunion Chairman

The President shall appoint a Reunion Chairman with the consent of the Chairman of the Board of Directors at the reunion business meeting or at the meeting of the Board between reunions to plan and conduct the following reunion. The Board will approve  the date and location. The Reunion Chairman may be from the membership at large. The Reunion Chairman may solicit three members at large to form the Reunion Committee. Regular progress reports will be made to the President.

Section Four

Nominating Committee and Elections

  1. The President with the concurrence of the Chairman of the Board of Directors shall appoint a Nominating Committee of two current Directors of the Board and the most immediate past president willing to serve.  The President shall designate one Director as Chairman.  This committee shall present to the Board one or more candidates for President and Vice President for Board election at the reunion and business meeting or as determined by the Board of Directors. One or more candidates for the Secretary and Treasurer positions will be presented to the Board for election in the appropriate year.
  2. Officers will be elected by a majority of the Board during the Board’s business meeting or as determined by the Board of Directors.  Results of the election will be announced at the reunion and business meeting of the Association. If the Nominating Committee fails to recommend any candidates for an office, the Chairman with the Board’s approval, may appoint a member to the position.
  3. The Committee will also solicit Association members for recommendations of individuals who are willing to serve as Directors of the Board. The Committee will submit one or more candidates for each of the minimum number of Directors per the Constitution.  The Committee may recommend one or more candidates for the remaining Director positions but not more than the maximum number of Directors per the Constitution for election or re-election. The recommendations to the Board will be reviewed and accepted individually by a majority vote of the Board. A majority of the Directors may nominate candidates for each position with assurances that the nominee understands and agrees to the service requirements established by the Board. The Board will submit the approved nominations to the Association members at the reunion and business meeting or as determined by the Board. A majority vote of Association members will elect/re-elect the Directors from those nominated and approved by the Board. The Chairman of the Board with Board approval may appoint a member of the Association for any open Board position.

Section Five

Ad Hoc Committees

Such other committees as may be needed from time to time should be created by the President with the consent of a majority of the members of the Board of Directors.  In such cases, the President shall appoint the members of the committees.

Section Six

Fees

The Board of Directors may establish dues as they determine to be appropriate and/or solicit donations from the Association members for operating expenses or other expenses approved by the Board of Directors. Participants attending the reunion and business meeting will pay a predetermined registration fee to cover the costs of the reunion.  The Board of Directors will determine this fee before the reunion. Assessments will not be made at a later date.

Section Seven

Gifts

The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or device for the general purposes or any special purpose of the Association.  If a gift requires additional funds for taxes, maintenance, etc. it must receive the Treasurer’s agreement to the terms of the gift prior to acceptance.

Section Eight

Fiscal Year

The Fiscal Year of the Association shall be the calendar year.

Section Nine

Non-Profit Corporation

The Board of Directors may determine to establish the Association as a non-profit corporation under state law and Title 26, United States Code. Association endeavors not specifically established, but consistent with the intent of this Constitution, may be initiated by the Board of Directors. Such new activities will be determined by the Board of Directors as appropriate under such laws and in the best interest of the Association.

Once formed, the Board of Directors will ensure the continuance of the non-profit corporation payment of fees and timely filing of all applicable documents, both state and federal.

Section Ten

Plank Ownership and/or Charter Membership

The Board of Directors may extend Honorary Plank Ownership to eligible retirees as determined by the Board of Directors.
The Board of Directors will maintain a Plank Ownership Roster consisting of the member’s name and year of ownership.

Section Eleven

Amendments to the Bylaws

  1. Proposed Amendments to the Bylaws shall be submitted in writing to the Board of Directors thirty (30) days prior to any business meeting of the Board of Directors and may be passed by a majority of the Directors of the Board.
  2. Proposed Amendments to the Bylaws not submitted in accordance with this Section Eleven will not be considered for approval.