|Note: These Bylaws were Last Amended Friday, Oct 31, 2003 at our Galveston, Texas reunion.
Index to the Bylaws of the Vance Association
Article I. Purposes and Objectives
Section 1: Libraries, Museums, and Historic Sites
Section 2: Research and Publications
Section 3: Other Programs and Activities
Article II. Membership
Section 1: Qualifications
Section 2: Classifications and Dues
Section 3: Voting and Privileges
Article III. Board of Directors
Section 1: Composition of the Board
Section 2: Powers of the Board
Article IV. Officers
Section 1: Classification of Officers
Section 2: Duties
Article V. Elections and Term of Office
Section 1: Directors
Section 2: Officers
Section 3: The Nominating Committee
Article VI. Meetings
Section 1: Meetings of the Board of Directors
Section 2: Meetings of the Membership
Article VII. Dissolution
Section 1: Voluntary Dissolution
Section 2: Involuntary Dissolution
Article VIII. Amendments
Certification of Adoption
Created October 10, 2003
BYLAWS of The VANCE ASSOCIATION
These bylaws shall supersede all previous bylaws and amendments thereto and shall be consistent with the provisions of Chapter xxx and section xxx of the Massachusetts Statutes and with the articles of incorporation and all subsequent restatements and amendments thereto filed with the Secretary of State under which this organization is incorporated as a non-stock, non-profit corporation.
Furthermore the provisions of Chapter xxx and section xxx of the Massachusetts Statutes and Roberts Rules of Order shall govern the proceedings of this organization not herein provided for.
PURPOSES AND OBJECTIVES
As stated in the articles of incorporation the purposes of this organization are exclusively educational and shall be to preserve, advance, and disseminate in the manner hereinafter prescribed, knowledge of the history of the VANCE as a US Navy Vessel (Coast Guard Crewed) USS VANCE DE387; US Coast Guard Cutter USCGC VANCE WDE487; US Navy Vessel USS VANCE DER387.
Section 1. Libraries, Museums, and Historic Sites.
a. As time and circumstance and the will of the members dictate, this corporation may establish and operate a local history museum, a local history library, and one or more historic sites. These facilities may be combined into one facility or may be separate facilities. Singly or in combination they may be developed and operated solely by this corporation or they may be developed and operated in co-operation with any other educational organization, city council, county board, or state or local agency or such civic or patriotic organizations qualifying for affiliation under the provisions of section xxx of the Massachusetts Statutes.
b. To the extent to which human and financial resources shall permit, practices and procedures in the collection, accessioning, cataloging, use, and display of museum and library materials shall be consistent with standard site, museum, and library practices and procedures such as those recommended by the Office of Local History and other divisions of the State Historical Society.
c. The Commanding Officer shall cause applications for state and federal tax-exempt status to be made, and the Internal Revenue Service and the Massachusetts Department of Revenue shall keep such status in force through the filing of subsequent annual reports as required.
Section 2. Research and Publications.
a. The resources of this organization may be used for research and publication ranging from projects in oral history and historic sites inventories and sites maps and marking to the printing and distribution of newsletters, periodicals, books, and such other literature as may relate to state, local, or naval history.
b. Books and research materials and such other literature or publications related to state, local, or naval history not created by this organization may be purchased for the organization's library or museum.
c. The purchase of books and literature described in the foregoing paragraphs may also be made for resale or for free distribution to members, schools, libraries, and such other institutions as may be determined by the board of directors.
Section 3. Other Programs and Activities.
a. The expenditure of funds to pay for speakers and other expenses of meetings and special events for the membership and/or for the general public; for tours; for junior historian projects; for miscellaneous museum, site, and library related activities and administrative and operating costs; and for such other programs, projects, or activities for the furtherance of the purposes for which this organization is incorporated may be made in the manner approved by the board.
Section 1. Qualifications.
a. Any person, institution, or organization may become a member of this corporation upon payment of the dues stipulated for the classification of membership for which the applicant applies.
b. Membership shall terminate automatically for non-payment of dues thirty days following the date on which payment is due, annually, Oct 1. Memberships terminated for nonpayment of dues shall be reinstated as of the date payment is made.
Section 2. Classification and Dues.
a. Memberships shall be of classes as follows: annual, family, junior, contributing, business and professional, and sustaining.
b. The annual dues for each class of membership shall be in such amounts as the Board of Directors shall determine.
Section 3. Voting and Privileges.
a. Each annual member shall be entitled to a vote of one at all meetings of the membership and shall be entitled to such benefits and privileges as shall be set forth in the regulations and proceedings of the organization.
b. Each adult included in the family membership shall be entitled to the same voting rights and privileges as pertain to the annual membership.
c. Non-adults included in family memberships and junior historian members shall not be entitled to vote except under such circumstances as shall be set forth in the regulations and proceedings and they shall enjoy such benefits and privileges as shall be set forth for their enjoyment and appreciation of membership.
d. Life members, if any, and such individuals who subscribe to business and professional, sustaining, and contributing memberships in their own names as individuals shall be entitled to the same voting rights and privileges as pertain to annual memberships.
e. Businesses, industries, institutions, and any other organizations or groups subscribing to sustaining, contributing, or business and professional memberships shall be entitled to such voting rights, benefits, and privileges as shall be set forth for them in the regulations and proceedings of this organization.
BOARD OF DIRECTORS
Section 1. Composition of the Board.
a. The Board of Directors shall consist of directors and those officers to whom board status is imputed under the provisions of Article IV of these bylaws. The total number of members on the Board of Directors, including those officers and directors, shall be 8.
b. Elections to the board shall be in accordance with the provisions of Article V of these bylaws.
c. Other honorary and/or ex officio appointments to the board of directors may be made as the board shall see fit.
Section 2. Powers of the Board.
a. The business and affairs of the corporation shall be managed by the board of directors. The board may appoint committees for any purpose, including an executive committee that may exercise any authority of the board
Section 1. Classification of Officers.
a. The officers shall be a Commanding Officer, Executive Officer, Yeoman, and Disburser and such officers shall be members of the board of directors for the duration of the term for which they are elected.
Section 2. Duties.
a. Officers shall perform the duties traditional to their offices and in conformity to state statute and Roberts Rules of Order and may assume such other duties as the Board may request among which may be the chairmanship of special or permanent committees.
b. All officers and directors shall familiarize themselves with these bylaws and the articles of incorporation upon their election or appointment, and it shall be the duty of the Yeoman to distribute such copies to the individuals involved.
ELECTIONS and TERM of OFFICE
Section 1. Directors
a. The officers of the corporation shall be elected at a business meeting called in conjunction with the Association's periodic reunions. Such election will be held during alternate reunions and the terms of office shall be for two years. The member elected as CO shall not be permitted to succeed himself as CO, but can be elected to any other office, he may be elected as CO, after being out of office for two years. Each officer shall hold office until his successor has been duly elected and qualified or until his death, resignation or removal.
b. Vacancies among directors occurring before the expiration of term shall be filled by election of the Board of Directors and those so elected shall complete the term of the director at large they replace.
c. Vacancies in all offices occurring before the expiration of the specified term of office shall be filled by election by the Board of Directors and those so elected shall hold office until the next scheduled election for that office.
Section 2. The Nominating Committee.
a. The nominating committee shall prepare tickets of candidates for vacancies at each special or regular election of officers and directors. The tickets shall contain only one name for each vacancy. The presentation of the ticket at the election meeting shall constitute the report of the nominating committee. The request for nominations from the floor shall follow the presentation of the nominating committee's report.
b. The nominating committee shall also be responsible for the distribution and counting of ballots at the election meetings. The presiding officer may announce the results of the election after the tabulation has been completed, or he may request that the chairman of the nominating committee shall announce the results.
Section 1. Meetings of the Board of Directors.
a. The Board of Directors shall meet monthly by way of the internet. Special meetings of the board may be called by the president or by any three members of the board, and each director shall be notified as to the time and method and/or web URL of such meeting.
b. Five members of the Board of Directors present and eligible to vote shall constitute a quorum at any regular or special meeting of the board.
Section 2. Meetings of the Membership.
a. The time and place of the annual meeting of this organization (the Reunion) shall be determined by the board of directors during the year, in a timely manner prior to the annual meeting.
b. Special meetings of the membership may be called by the president; on the instruction of the Board of Directors; or upon the written request of the membership. When a special meeting of the members is called each member shall be notified as to the time and place and purpose of the meeting.
c. A simple majority of the membership present and voting at any annual, regular or special meeting of the membership shall be required to elect any officer or pass any amendment.
Section 1. Voluntary Dissolution.
a. In the event this organization shall be unable to maintain its facilities or to sustain its activities, notice of intent to dissolve shall be sent to the Secretary of State, Department of Corporations and the IRS whereupon the Secretary of State and IRS shall supply necessary legal forms and instructions to be followed in effecting the dissolution.
b. Upon ratification by the members of a vote by the board of directors to dissolve the organization the following steps shall be taken:
(1) Satisfy all liabilities and obligations;
(2) Satisfy all conditions stipulated in agreements with donors;
(3) Distribute all remaining assets exclusively for educational purposes to one or more historical societies, libraries, museums, or educational institutions state, county, town, or municipally operated or incorporated exclusively for educational purposes in accordance with s. xxx and s. xxx of the Massachusetts Statutes and section 501(c)(3) of the Internal Revenue Code.
Section 2. Involuntary Dissolution
ARTICLE VIII. AMENDMENTS
a. In the event the organization becomes so inactive that there are no remaining officers, directors, or members to effect voluntary dissolution, proceedings for involuntary dissolution may be initiated by the Secretary of State in accordance with the provisions of s. xxx of the Massachusetts Statutes.
b. In the implementation of involuntary dissolution proceedings, title to such property, records, and collections not otherwise provided for in the articles of
incorporation and bylaws of the organization or in the agreements of donors shall be vested in the State Historical Society and all remaining assets shall be distributed in the same manner as stipulated in paragraph b, Section 1, of this article of the bylaws, with the first offer being made to whatever county or local governmental unit that may have aided the organization financially.
These bylaws may be amended by a simple majority vote of members present at any regular meeting or special meeting called for the purpose, provided the amendment is either submitted in writing to the membership thirty days prior to the meeting or presented for an announced open discussion at the meeting prior to the one set for action on the amendment.
CERTIFICATE OF ADOPTION
It is hereby certified that the foregoing bylaws of this corporation were adopted by Vance Association, Inc. meeting at Galveston, Texas on Friday, October 31, 2003 by the following vote:
Number of members having voting rights 14
Number voting in person 14
(In person 14)
Number voting for 14; Number voting against 0.
President Curt Willett
Secretary John Prideaux