USS SURFBIRD ASSOCIATION

CONSTITUTION AND BYLAWS

 

 

Article I
Name

 

The name of the Association will be USS SURFBIRD ASSOCIATION (hereafter referred to as the “Association”).

 

Article II

Status

 

 

Section 1 – THE ASSOCIATION shall be an unincorporated, fraternal, nonprofit organization, not affiliated with the U .S. Department of the Navy.

 

Section 2 – Location: The Association was founded in Branson, MO on 26 September 2003 and registered in the State of Colorado.

 

Article III

Purpose

 

THE ASSOCIATION has as its primary  purpose to perpetuate the memory of the USS Surfbird and those shipmates who served aboard her. The purpose also includes:

 

  1. To maintain and promote a strong and cohesive organization comprised of shipmates who have served aboard the USS Surfbird AM/MSF/ADG-383.
  2. To preserve the ship’s prominent place in history as a warship in the service of the United States of America.
  3. Locating former shipmates and urging their active participation in the Association.
  4. Planning and arranging Reunions at such times as voted on by a majority of the members.

 

Article IV

Membership

 

Section 1 - Full membership in THE ASSOCIATION shall be available to all former members of the ship's company of USS Surfbird during any period of commissioned service, family members or relatives of former ship’s company.  Categories of Membership shall be as follows:

 

1.      Charter Members – Those who served on USS Surfbird who joined the Association before or during the 2005 reunion.

 

2.      Regular Members: All personnel, officer and enlisted, who have served on board the USS Surfbird AM/MSF/ADG-383 are eligible for membership as Regular Members. Regular members have full voting rights and are eligible to hold office.

 

3.      Associate Members: Wives, widows and family members of personnel eligible for regular membership are welcome and eligible for membership as Associate Members.

 

4.      Honorary Members: The Board of Directors may bestow an Honorary Membership to a person not eligible for Regular or Associate membership status for accomplishments and/or contributions made to the Association.

 

5.      Lifetime Member: The Board of Directors may establish a Lifetime Member Category along with the criteria for membership and related membership dues.

 

Section 2 - With the exception of Honorary Members, all membership categories are required to pay dues as established by the Board of Directors and approved by the Regular Membership of the Association.  

 

Section 3 - Non Payment: Members who fail to pay their dues as established by the Board of Directors within 45 days of their renewal date shall be dropped. Payment of overdue membership fees will reinstate that member in the Association.

 

Section 4 - Voting Privileges: Only paid up Charter or Regular Members may vote at the called business meetings.

 

Article V

Fiscal Year

 

            The Association’s fiscal year will be Jan 1 to December 31 for purposes of membership dues and annual financial statements.

 

Article VI

Elected Officers

 

 

Section 1 – Officers: The Association’s elected officers are the President, Vice President and Secretary/Treasurer.

 

Section 2 - Election of Officers: Officers are elected by the association membership at the bi-annual reunion.  If three or more Members are nominees for any of the three (3) elected offices, and no nominee receives the majority of the vote (50%), a run-off between the two nominees receiving the most votes will be held to determine the elected officer.

 

Section 3  Terms of Office: Officers shall serve a two-year term. 

 

Section 4 – Summary of duties:

 

President:

 

  1. The President shall serve as the Association’s chief elected officer and shall oversee the activities of the Association.
  2. Shall be responsible for the conduct of and preside over all Association business meetings and Board of Directors meetings.
  3. Shall be responsible for providing information to the Association’s membership regarding the financial integrity of the Association.
  4. Shall make appropriate appointments as outlined in the Bylaws and/or shall make such other committee appointments as deemed appropriate for the Association.
  5. Shall sign contracts or other documents on behalf of the Association as appropriate.
  6. Shall perform such other duties and responsibilities commensurate with the position and/or as deemed appropriate by the Board of Directors.

 

Vice-President:

 

  1. The Vice President shall fulfill all duties of the President in the event of the President’s absence and/or incapacity.
  2. Shall maintain all membership records; prepare membership reports for the Association’s membership.
  3. Assist the President in the performance of his duties and be prepared to assume the responsibilities of the President in his absence.
  4. Shall perform such other duties and responsibilities as deemed appropriate by the Board of Directors.

 

Secretary/Treasurer:

 

  1. Record and maintain minutes of all meetings of the Board of Directors and General Membership Meetings held at each Reunion, or at such other times as may be directed by the Board of Directors.
  2. Maintain current and prior approved copies of the Association By-Laws.
  3. Shall respond to appropriate correspondence; and shall conduct such other business on behalf of the Association as deemed appropriate by the Board of Directors.
  4. Maintain the official correspondence files of the Association.
  5. Shall serve as the Association’s chief elected financial officer; shall be responsible for the financial integrity of the Association.
  6. Shall maintain all financial records and documentation and/or oversee such other financial matters as prescribed by the Board of Directors and/or file all necessary financial reports as may be required by other appropriate financial/legal authorities/agencies.
  7. Shall present all financial records to the Audit Committee at each reunion or such other times as may be directed by the Board of Directors.
  8. Shall be responsible for all disbursements and related documentation for all legitimate expenditures on behalf of the Association, and maintain receipts (invoices) for audit by the Auditing Committee.
  9. Shall maintain Association funds in an officially established USS SURFBIRD ASSOCIATION bank account and record and maintain detailed accounting records of such accounts.
  10. Shall collect Association Dues and communicate membership status to the Vice President and Database Administrator.
  11. Shall be responsible for communicating with the President and the Board of Directors on a monthly basis the financial status of the Association including a balance sheet.
  12. Shall be responsible for the handling of all funds and maintaining all appropriate records related to the Association’s ship’s store and/or fundraising endeavors.
  13. Shall provide at least once annually a financial report to the Association’s membership using written, telephonic and/or electronic means. 
  14. Shall set up and maintain USS SURFBIRD ASSOCIATION as a tax exempt, non-profit association with the Internal Revenue Service (IRS)
  15. Shall prepare and submit any required tax reports to the Internal Revenue Service (IRS)

 

Section 5 – Replacement of Officers: In the event that any officer resigns or is in any way unable to perform the duties of his office, the President shall appoint a member in good standing to carry out the duties of the open office until the next reunion.  The appointment shall be subject to the approval of the Board of Directors. 

 

 

Article VII

Special Administrative Assistants

 

Section 1 – Special Administrative Assistants: The Board of Directors has established three key administrative assistants: the Association’s Webmaster, Historian and Chaplain.

 

Section 2 – Webmaster: The Webmaster shall maintain the Association’s web site keeping it current with relevant information about the Surfbird and its crew.  The Webmaster also serves as the Association Database Administrator and is responsible for maintaining all Association electronic records and electronic membership lists in accordance with usage policies established by the Board of Directors. He will provide, as may be required; mailing labels, membership rosters, telephone directories, etc. and any other data as may be required by the President, Vice President or Secretary/Treasurer in the performance of their responsibilities to the Association.

The Webmaster/Database Administrator is a permanent member of the Board of Directors.

 

Section 3 – Historian: The Association’s Historian shall collect and maintain historical materials, information and artifacts of the USS SURFBIRD and the Association, compile a narrative of the ship's history, and maintain appropriate written materials, photographs and records related to the ship’s reunions.  The Historian shall be appointed by the President with concurrence of the Board of Directors.

 

Section 4 – Chaplain: The Association’s Chaplain shall serve as the religious leader of the Association.  He will represent the Association in times of distress of an Association Member or loved one as deemed desirable.  He will also send a card or flowers in the case of death or lengthy hospitalization by an Association Member where possible. .  The Chaplain shall be appointed by the President with concurrence of the Board of Directors.

 

 

Article VIII

Committees

 

Section 1 – Standing Committee: The Association will have one standing committee, that being the Board of Directors.

 

Section 2 – With the approval of the Board of Directors, the President may appoint from time to time such other committees appropriate for carrying out the business of the Association. Such committees will serve at the discretion of the Board of Directors and for a period not to exceed guidelines established by the Board of Directors. The Board of Directors must approve all committee activities and/or recommended actions.

 

Section 3 – Reunion Chairman/Committee: The Reunion Chairman shall be appointed by the President with concurrence of the Board of Directors. The Reunion Chairman shall be appointed shortly after the location of a reunion is selected by the membership. The period of their responsibilities shall run from the date of appointment until all accounts are settled following the hosting of the reunion. The Reunion Chairman shall, with the concurrence of the President and the Board of Directors, evaluate and select hotel facilities; arrange for banquets, receptions and ceremonies; set up and stock the hospitality suite; prepare a reunion yearbook; arrange for the display of Association and USS SURFBIRD artifacts; and arrange optional tours and activities. The Reunion Chairman, in concert with the Association President and the approval of the Board of Directors, may establish a committee to assist with the hosting of the scheduled reunion of the USS SURFBIRD.

 

 

 

Article IX

Board of Directors

 

Section 1 – The Board: A Board of Directors shall be established. It shall be the governing body of the Association.  A simple majority of members of the Board of Directors shall constitute a quorum when called for an official meeting for the transaction of business.  The Association President shall serve as Chairman of the Board, or in his absence, in the order specified in Article XI, Section 4.

 

Section 2 – Duties: The Board of Directors is charged with the fiduciary responsibilities for the Association’s health and welfare, shall guide the Association’s activities and oversee planning of the Association’s reunions, shall encourage and nurture communications among its members and prospective members, and shall conduct such programs as deemed consistent and appropriate with these Bylaws as outlined below:

  • Transact the business of the Association
  • Establish policies governing the affairs of the Association.
  • Provide for maintenance of records and files, proper care of materials, funds and equipment and payment of legitimate expenses of the Association.
  • Fill vacancies on the Board of Directors.
  • Ratify actions taken during the interim between formal ship reunions.

 

Section 3 – Board Composition: The Board of Directors will be comprised of all elected officers during their term of office, the two immediate past Association Presidents, the Association’s Historian, Chaplain and Webmaster/Database Administrator.

   

Section 4 – Removal of Board Members: If an member of the Board fails to properly fulfill the requirements and obligations of their office or if they were charged with dishonest conduct, that situation shall be brought before the Board of Directors for investigation. The Board of Directors, through the President, shall notify the accused Board member and/or appointed officer or chairman and afford them the opportunity to offer testimony/evidence to disprove the allegations. Should the testimony/evidence or subsequent performance not support continuance in office, the President, with concurrence of the remaining members of the Board of Directors, shall remove that officer or Board member from office. If the President is the object of the allegations, the Vice President shall chair the Board of Directors procedures.

 

 

Article X

Eligibility Requirements

 

All elected Officers, Administrative Assistants, Committee Chairpersons and Committee Members shall be dues paying members in good standing (Honorary and Associate Members excluded).  ‘Member in Good Standing’ infers that dues are current.

 

 

Article XI

Reunions & Meetings

 

Section 1 – Reunion: A reunion of the Association’s Membership shall be held at a time, place and manner determined by the Board of Directors, not less than once each two years. You must be a member of the Association or the guest of a member to attend.

 

Section 2 – Business Meeting: The business meeting of the Association’s Regular Members shall be held at the time of the Association’s reunion and/or at such other times as deemed appropriate by the Board of Directors.  The Board of Directors may also call a business meeting using written, telephonic and/or electronic notification at which time fiduciary matters may be addressed and brought to the attention of the entire membership and/or action taken as deemed appropriate. Such matters may be dealt with via written response, telephonic and/or electronic means.

 

Section 3 – Business Meeting Purpose: The purpose of this meeting is to act on such matters as may be presented and to elect officers as deemed necessary.

 

Section 4 – Presiding Officer:  Meetings of the Association shall be presided over by the Association President, or in his absence, the following order of seniority:

1.      Vice President

2.      Secretary/Treasurer

3.      First Immediate Past President

4.      Second Immediate Past President.

 

Section 5 – Meeting Order: The conduct of the business meeting shall be in accordance with Robert's Rules of Order except where designated otherwise in these by-laws.

 

Section 6 – Voting: Except as specified elsewhere in these Bylaws, the majority vote of those Regular Members in attendance shall determine passage of the matters under consideration.

 

Section 7 – Board of Director Meetings:  May be called and held at such times and places as the President may designate. Notice of all meetings shall be given at least 30 days in advance of the meeting.

 

 

Article XII

Financial Audit

 

             Section 1 – Audit Personnel: The Association’s President, with the approval of the Board of Directors, will appoint three regular members, not serving on the Board of Directors, with financial and/or association management backgrounds to serve as the Association’s auditors.

 

            Section 2 – Audit Frequency: A financial audit shall be conducted bi-annually at the Association Reunion with the audit findings submitted to the Board of Directors and subsequently a formal report made to the Association’s membership.

 

Article XIII

Compensation of Directors or Officers

 

            No director or officer of the Association, shall receive, directly or indirectly, any salary or emolument from such corporation, either as such officer or director or in any other capacity, unless authorized by the Bylaws of the organization, or by the concurring vote of two-thirds of all the directors.

 

Article XIV

Indemnification

 

            The Association may, by resolution of the Board of Directors, provide for indemnification by the Association of any and all of its directors or officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of having been directors or a director of office of the Association, except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence, or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.

 

 

Article XV

Amendment of Bylaws

 

            Section 1 – Amendments: These Association Bylaws may be amended at any subsequent business meeting by at least two-thirds of the Regular Members in attendance.

 

            Section 2 – Process: All proposed amendments and reasons therefore shall be submitted to the Board of Directors at least 60 days prior to a business meeting and will be posted on the Association’s web site and/or communicated to the membership by written, telephonic or electronic means at least thirty days prior to the business meeting. 

 

Article XVI
Distribution Of Assets

            Section 1 – Upon dissolution, or liquidation, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all the assets of the Association exclusively for the purposes of the Association in such manner, and to such organization or organizations organized and operated exclusively for charitable, educational, religious, historical or scientific purposes, as shall at the time qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code, as the Board of Directors may determine. In addition, historical material and artifacts shall be turned over to an organization selected by the Board of Directors that will preserve USS Surfbird history.

 

Adoption: These bylaws were adopted by a majority vote of the USS Surfbird Association membership at a business meeting conducted at the Boardwalk Hotel & Casino in Las Vegas, Nevada on 29 September 2005.