WELCOME TO THE
USS VANCE DE 387
USCGC VANCE WDE 487
USS VANCE DER 387
VANCE ASSOCIATION

November, 14, 2019

The Vance Association Mission Statement

It is the mission of the Vance Association to preserve the history and perpetuate the legacy of the Vance. We will accomplish this through fellowship, communication, and personal interaction of former shipmates worldwide and create a place - a museum - where pictures, stories, artifacts, and memorabilia collected over a nearly-four-decade period can be brought together and displayed for public education and enjoyment.

The Vance Association

Note: This is a ROUGH DRAFT - Last Amended Monday Sep 23, 2002 12:56 AM

Articles of Incorporation of THE VANCE ASSOCIATION

The undersigned incorporator, a natural person 18 years of age or older, in order to form a corporate entity adopts the following articles of incorporation.

ARTICLE I
The Vance Association is duly registered with the Secretary of State in Massachusetts. The name of this corporation shall be The Vance Association, located at P.O. Box 218, West Harwich, MA 02671

ARTICLE II
PURPOSE
This corporation is organized exclusively for charitable and educational purposes - more specifically to preserve the history and perpetuate the legacy of the Vance. This is accomplished through fellowship, communication, and personal interaction of former shipmates worldwide and by creating a place - museum - where pictures, stories, artifacts, and memorabilia collected over a nearly-four-decade period can be brought together and displayed for public education and enjoyment. To this end, the corporation shall at all times be operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended. All funds, whether income or principal, and whether acquired by gift or contribution or otherwise, shall be devoted to said purposes.

ARTICLE III
EXEMPTION REQUIREMENTS
At all times shall the following operate as conditions restricting the operations and activities of the corporation:
1. The corporation shall not afford pecuniary gain, incidentally or otherwise to its members. No part of the net earnings of this corporation shall inure to the benefit of any member of the corporation, except that reasonable compensation may be paid for services rendered to or for the corporation affecting one or more of its purposes. Such net earnings, if any, of this corporation shall be used to carry out the nonprofit corporate purposes set forth in Article II above.
2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office.
3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

ARTICLE IV
DURATION
The duration of the corporate existence shall be perpetual.

ARTICLE V
MEMBERSHIP/BOARD OF DIRECTORS
The corporation shall have one or more classes of members, as provided in the corporation's bylaws. The management of the affairs of the corporation shall be vested in a Board of Directors, as defined in the corporation's bylaws. No Director shall have any right, title, or interest in or to any property of the corporation.

The number of Directors constituting the first Board of Directors is 10, their names and addresses being as follows:

John Johnson, Commanding Officer
1354 Dewey Court
Rockledge, FL 32955

Jody Himebaugh, Disburser
10 Linden Hill
Woodstock, VT 05091

Curt Willett, Executive Officer
3 Avon Court
Charleston, SC 29407

John Prideaux, Yeoman
26 Waterview Ave.
North Billerica, MA 01862

Ted Bolinger, Communications
6820 Hiltonia Dr.
Fort Wayne, IN 46819

Joe Betters, Webmaster
P.O. Box 218
West Harwich, MA 02671

Bob Howey, Recruiter
1037 Willow Cove Ct. E
Jacksonville, FL 32233

Bruce Swanson, Chaplain
2171 Big Tree Road
Lakewood, NY 14750v

Duane Baumgartner, Master at Arms
13676 Hwy 234
P.O. Box 1038
Gold Hill, OR 97525-1038

George Blust, Historian
365 So. Huron Street
Tiffin, OH 44883

Members of the first Board of Directors shall serve until the first annual meeting, at which their successors are duly elected and qualified, or removed as provided in the bylaws.

ARTICLE VI
PERSONAL LIABILITY
No officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of an officer or Director be subject to the payment of the debts or obligations of this corporation.

ARTICLE VII
DISSOLUTION
At the time of dissolution of the corporation, the Board of Directors shall, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, dispose of all of the assets of the corporation. In no case shall a disposition be made which would not qualify as a charitable contribution under Section 170(c)(1) or (2) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, in such manner as the Board of Directors shall determine.

ARTICLE VIII
INCORPORATOR
The incorporator of this corporation is: _____________________________________
The undersigned incorporator certifies that he execute these articles for the purposes herein stated.

The INCORPORATOR Signed on this date ___________________

Bylaws

Note: This is a ROUGH DRAFT - Last Amended Monday Sep 22, 2002 11:58 pm

Index to the Bylaws of the Vance Association

Preamble

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 September 22, 2002

BYLAWS of The VANCE ASSOCIATION

PREAMBLE 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.

ARTICLE I. 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.

ARTICLE II. MEMBERSHIP
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, and that date shall be. 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.

ARTICLE III. 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 10.
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

ARTICLE IV. OFFICERS
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.
b. Other officers such as Chaplain, Master-at-arms, Recruiter, Historian (curator), Communication Officer, and Webmaster, may be elected or appointed without board rank as the Board of Directors may determine.

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. However, no two offices of board rank may be combined with the exception of Yeoman and Disburser.
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.

ARTICLE V. ELECTIONS and TERM of OFFICE
Section 1. Directors
a. The officers of the Corporation shall be elected annually at the first meeting of the board of directors held after each annual meeting of the members. If the meeting is not held at such meeting, such election shall be held as soon as possible thereafter as is convenient. Each officer shall hold office until his or her successor has been duly elected and qualified or until his or her 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.

ARTICLE VI. MEETINGS
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. Fifty-one percent of the membership present or voting by proxy shall constitute a quorum at any annual, regular, or special meeting of the membership.

ARTICLE VII. DISSOLUTION
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
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.

ARTICLE VIII. AMENDMENTS
These bylaws may be amended by a two-thirds vote of members present or voting by proxy 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 _________________________ meeting at ___________ on the ___day of 20___ by the following vote:

Number of members having voting rights _____________

Number voting in person or by proxy _____________
(In person ______; by proxy _______ )
Number voting for ________ ; Number voting against ________ .

President _________________________________________________________

Secretary _________________________________________________________

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