BYLAWS
©2014, USS Kearsarge Association, All Rights Reserved.
USS KEARSARGE, CV, CVA, CVS-33, LHD-3 ASSOCIATION INC.
CHARTER & BYLAWS
The Charter & Bylaws established The USS KEARSARGE ASSOCIATION hereinafter referred to as “The Association,” by acclamation of the members attending the bi-annual reunion celebration in San Diego California during September 2014. The USS KEARSARGE, CV, CVA, CVS-33, LHD-3 ASSOCIATION INC. is legally registered as a State of Florida Corporation (Non-Profit) effective January 15, 2015. The document number of this corporation is N15000000505 as certified by The Florida Secretary of State.
ARTICLE I – PURPOSE
The purpose of the Association is to further the continuation of the great fellowship and camaraderie established among the gallant patriotic personnel who served aboard The USS KEARSARGE and to perpetuate the legacy of this great “Man of War” to future generations.
ARTICLE II – MISSION
WE HONOR THOSE WHO SERVED TO FORGE THE HERITAGE OF ALL SHIPS NAMED USS KEARSARGE THROUGHOUT THE GREAT HISTORY OF THE UNITED STATES NAVY. AND, TO PRESERVE THE AMERICAN WAY OF LIFE. WE PAY TRIBUTE TO THOSE WHO GAVE THE SUPREME SACRIFICE.
ARTICLE III – OFFICERS AND BOARD OF DIRECTORS
The officer/board positions are established to conduct the business of the Association on behalf of the members and are listed with respective duties and responsibilities following:
OFFICERS
President
Vice President
Secretary/Treasurer
Immediate Past-President
KEARSAGA Editor/Web Master
Chaplain (Appointed, non-voting)
DUTIES AND RESPONSIBILITIES
Voting: Those officers/directors authorized to vote on Association business matters/issues are ONLY the President, Vice President, Secretary/Treasurer, Immediate Past President and Webmaster/Historian.
President: The President of the Association shall:
1.
Shall have general management authority of the affairs of the Association, subject always to the approval of the Board of Directors and fellow officers.
Shall have general management authority of the affairs of the Association, subject always to the approval of the Board of Directors and fellow officers.2.Perform all such other duties incidental to the office, or as may be required on a routine basis.
Perform all such other duties incidental to the office, or as may be required on a routine basis.3.Serve as an ex-officio member of all committees.
Serve as an ex-officio member of all committees. 4.Appoint all committees as necessary to carry out functions of the Association.
Appoint all committees as necessary to carry out functions of the Association.5.Represent the Association on all matters with any outside organization.
Represent the Association on all matters with any outside organization.5.Be an authorized signatory on Association financial accounts.
Be an authorized signatory on Association financial accounts.6.Be a custodian of the Association credit/debit card.
Be a custodian of the Association credit/debit card.Vice President: The Vice President of the Association shall:
1.In the absence or incapacitation of the President, perform the duties of the Presidency.
In the absence or incapacitation of the President, perform the duties of the Presidency.2.The Vice President shall assist the President as required and perform any additional duties that the President may request.
The Vice President shall assist the President as required and perform any additional duties that the President may request.3.Be an authorized signatory on Association Financial Accounts.
Be an authorized signatory on Association Financial Accounts.4.Be a custodian of the Association credit/debit card.
Be a custodian of the Association credit/debit card.Secretary/Treasure: The Secretary/Treasurer of the Association shall:
1.Maintain an up-to-date database of the Association membership, including current dues status.
Maintain an up-to-date database of the Association membership, including current dues status. 2.Receive and prepare all correspondence necessary to meet any/all Association requirements AND TO MAINTAIN LEGAL REQUIREMENTS as directed by state/federal authorities.
Receive and prepare all correspondence necessary to meet any/all Association requirements AND TO MAINTAIN LEGAL REQUIREMENTS as directed by state/federal authorities.3.Attend and keep the minutes of all meetings of the Association to include Officer-Board meetings. Provide sufficient copies for business meetings.
Attend and keep the minutes of all meetings of the Association to include Officer-Board meetings. Provide sufficient copies for business meetings.4.Act as custodian for all Association funds.
Act as custodian for all Association funds.a.Keep the books of accounts and financial records of the Association.
Keep the books of accounts and financial records of the Association.5.Receive all funds accruing to the Association and properly deposit them, in a timely manner, into respective accounts insured by the Federal Deposit Insurance Corporation (FDIC) or the National Credit Union Administration (NCUA)
Receive all funds accruing to the Association and properly deposit them, in a timely manner, into respective accounts insured by the Federal Deposit Insurance Corporation (FDIC) or the National Credit Union Administration (NCUA)6.Perform all others duties incidental to the office as may be required by the President or Board of Directors.
Perform all others duties incidental to the office as may be required by the President or Board of Directors.7.In the absence or incapacitation of the President and Vice President, assume all duties and responsibility of the President.
In the absence or incapacitation of the President and Vice President, assume all duties and responsibility of the President.8.Draw checks, vouchers or orders for the payment of obligations or other authorized disbursements.
Draw checks, vouchers or orders for the payment of obligations or other authorized disbursements.9.Maintain budget control records.
Maintain budget control records.10.When requested at any meeting of the Association, give a financial report of the income and expenditures since the last report.
When requested at any meeting of the Association, give a financial report of the income and expenditures since the last report.11.Be an authorized signatory on all financial accounts and the PRIME holder of the Association credit card.
Be an authorized signatory on all financial accounts and the PRIME holder of the Association credit card.Chaplain: The Chaplain of the Association shall:
1.Offer the invocation and/or benediction at any membership meeting of the Association, including the semi-annual banquets.
Offer the invocation and/or benediction at any membership meeting of the Association, including the semi-annual banquets.2.Will also advise the other officers, and the membership, of the passing of a member and/or the status of a member that may be incapacitated as the information comes available. This will be accomplished by posting this information in the Association newsletter, when applicable.
Will also advise the other officers, and the membership, of the passing of a member and/or the status of a member that may be incapacitated as the information comes available. This will be accomplished by posting this information in the Association newsletter, when applicable. 3.The chaplain’s office is not an elected position/office but will be appointed by the currently serving/elected President to serve at the pleasure of the President.
The chaplain’s office is not an elected position/office but will be appointed by the currently serving/elected President to serve at the pleasure of the President. 4.The Chaplain shall attend all business/association meetings but is not an authorized voting member.
The Chaplain shall attend all business/association meetings but is not an authorized voting member.Webmaster/Historian:.
1. Maintain an up-to-date website, including a roster of current members and dues status.
2. Perform all such other duties incidental to the position, or as may be directed by the President.
3. Assist in acquiring new members to the Association. Utilize the website as a recruitment tool to ensure nationwide recognition and knowledge of the Association.
ARTICLE IV – MEMBERSHIP/VOTING
Membership in the Association is open to all who have ever served aboard the USS Kearsarge whether ship’s company, Air Group/Wing staff, Flag Staff, embarked Squadron’s and/or Detachments. And, keeps their dues paid up on an annual basis. Any member that has lapsed dues for a period of two years shall be dropped from the membership/mailing list. To be reinstated, the full amount of past dues will be required without additional penalty.
Associate membership may be granted to any person who is a friend of The USS KEARSARGE Association whose membership request is approved by the Association elected Officers.
Honorary membership may be conferred upon any person making an exceptional contribution to the Association, Naval Aviation or to widows or survivors of The Association.
All paid up members of The Association attending the bi-annual reunion are eligible to vote on Association business. Associate and Honorary members are not eligible to vote
ARTICLE V – FUNDS/REVENUE
1.The annual dues amount shall be recommended by the Board of Directors and ratified by the membership in attendance at any business meeting of the Association. Annual dues are due and payable on January 1st of each calendar year and the dues amounts will be noted in business meetings minutes. Honorary membership is complimentary however; Associate memberships require the same dues payments as regular members. This can be considered on a case basis by the board.
The annual dues amount shall be recommended by the Board of Directors and ratified by the membership in attendance at any business meeting of the Association. Annual dues are due and payable on January 1st of each calendar year and the dues amounts will be noted in business meetings minutes. Honorary membership is complimentary however; Associate memberships require the same dues payments as regular members. This can be considered on a case basis by the board.2.All new member applicants will be required to pay the annual dues upon submitting their application for membership in the Association. If a new member submits their application for membership during November and December, the applicant will be credited for having paid their dues for the following calendar year.
All new member applicants will be required to pay the annual dues upon submitting their application for membership in the Association. If a new member submits their application for membership during November and December, the applicant will be credited for having paid their dues for the following calendar year.3.Revenue from dues collected shall be used solely for expenses of the Association for conducting the bi-yearly reunion of the Association and to supplement the meeting registration of members if sufficient funds are available as decided by the board. Any/all officers in the routine/normal execution of their respective duties may expend association funds. Valid/legal documentation and receipts MUST ALWAYS support ALL EXPENDITURES. Necessary expenses of the officers in planning/arranging the bi-annual reunions with valid receipts/documentation submitted by the respective officer. NO MORE THAN TWO OFFICERS should be directly involved in this process. They shall be recorded as line items on the Treasurers annual report to the board and to the membership at bi-annual reunions. And, to provide for the costs of correspondence of the Association, including the newsletter, web site and other expenses as agreed on and documented by the Board of Directors. NO MEMBER should have to expend personal funds to support the Association in any manner.
Revenue from dues collected shall be used solely for expenses of the Association for conducting the bi-yearly reunion of the Association and to supplement the meeting registration of members if sufficient funds are available as decided by the board. Any/all officers in the routine/normal execution of their respective duties may expend association funds. Valid/legal documentation and receipts MUST ALWAYS support ALL EXPENDITURES. Necessary expenses of the officers in planning/arranging the bi-annual reunions with valid receipts/documentation submitted by the respective officer. NO MORE THAN TWO OFFICERS should be directly involved in this process. They shall be recorded as line items on the Treasurers annual report to the board and to the membership at bi-annual reunions. And, to provide for the costs of correspondence of the Association, including the newsletter, web site and other expenses as agreed on and documented by the Board of Directors. NO MEMBER should have to expend personal funds to support the Association in any manner.4.The President, Vice-President and Secretary/Treasurer are designated as “authorized custodians” (holders) of the Association credit cards.
The President, Vice-President and Secretary/Treasurer are designated as “authorized custodians” (holders) of the Association credit cards.5.The President, Vice-President and Secretary/Treasurer are also designated as an authorized signatory on financial accounts in addition to the Treasurer.
The President, Vice-President and Secretary/Treasurer are also designated as an authorized signatory on financial accounts in addition to the Treasurer.6.Any/all checks in the amount of One Thousand Five Hundred Dollars ($1,500.00) or greater will require two (2) AUTHORIZED SIGNATURES. All elected officers and Appointed Committee Chairs are authorized to expend Association funds required to administer/process their respective office/duties. NO OTHERS ARE AUTHORIZED AND MAY NOT OBLIGATE OR EXPEND ASSOCIATION FUNDS FOR ANY REASON. Valid documentation shall be provided to the Secretary/Treasurer for accounting purposes and reimbursement.
Any/all checks in the amount of One Thousand Five Hundred Dollars ($1,500.00) or greater will require two (2) AUTHORIZED SIGNATURES. All elected officers and Appointed Committee Chairs are authorized to expend Association funds required to administer/process their respective office/duties. NO OTHERS ARE AUTHORIZED AND MAY NOT OBLIGATE OR EXPEND ASSOCIATION FUNDS FOR ANY REASON. Valid documentation shall be provided to the Secretary/Treasurer for accounting purposes and reimbursement.7.The Treasurer will affect all administrative requirements in order to implement and comply with this article of the Association By-Laws.
The Treasurer will affect all administrative requirements in order to implement and comply with this article of the Association By-Laws.ARTICLE VI – COMMITTEES
1.There shall be two (2) types of Committees: Standing and Special (as needed on a temporary basis)
There shall be two (2) types of Committees: Standing and Special (as needed on a temporary basis)Standing Committees:
A. Membership Recruitment
B. Events (Reunion’s) Chair
2.The President shall appoint the Committee Chair after consultation with fellow officers at his/her Discretion.
The President shall appoint the Committee Chair after consultation with fellow officers at his/her Discretion.Membership/Recruitment: Administer a program to enhance the addition of new members to the Association. Utilize the entire Association as recruiters to ensure nationwide recognition and knowledge of the Association. Devise and implement publicity programs as appropriate to inform potential members. Only through “new blood” will we continue to grow and continue the great legacy of our forerunners.
Events (Reunion) Coordinator: Overall responsible to plan and make ALL REUNION arrangements and any/all associated ancillary functions.
Reunions are normally held on a bi-annual basis at a site determined during business meetings. Future reunion locations/sites will be determined at the business meeting for only the next recurring reunion.
Reunions shall normally be held on a geographical rotational schedule as follows: Pacific/Mountain time zone (West Coast/Far West area), Central Time Zone, (Central U.S. +/-) Eastern Time Zone, (Atlantic Coast/Eastern U.S.) The chair should be familiar with and experienced in dealing with the hospitality industry. A “local” host coordinator if available may assist and provide “local” information and help administer events for the Association. Some events requirement considerations follow: A “full service” facility (hotel) is very strongly recommended. Less than “full service” could place undue hardships on members and increase costs by having to provide additional transportation and other considerations. Cheaper nightly room rates should NOT be the primary determining factor on the site selection.
a.Lowest possible cost with more than adequate accommodations to meet the needs of our membership.
Lowest possible cost with more than adequate accommodations to meet the needs of our membership.b.Relative ease of access and proximity to major roadways.
Relative ease of access and proximity to major roadways.c.A geographic location that will have a good variety of day trip/entertainment venues/events available.
A geographic location that will have a good variety of day trip/entertainment venues/events available.Events Local Host Coordinator: The president may appoint a member who lives in or near the reunion location as a Local Host liaison. His/her duties will be to assist and guide the Events Coordinator in selecting hotels and events based on his/her knowledge of the local area.
a.Events Coordinator will with the assistance of the local host complete the search of local hotels and events to find the best mixture available to serve the association.
Events Coordinator will with the assistance of the local host complete the search of local hotels and events to find the best mixture available to serve the association.b.In the event the local host is not available when needed the Events (reunion) Coordinator will contact the President who will appoint a replacement if available.
In the event the local host is not available when needed the Events (reunion) Coordinator will contact the President who will appoint a replacement if available.c.All contracts for hotels and services must be signed by the Events (reunion) Coordinator and the local host or a member of the board of directors.
All contracts for hotels and services must be signed by the Events (reunion) Coordinator and the local host or a member of the board of directors.d.A voting board member prior to signing must review any contract that has an ATTRITION CLAUSE.
A voting board member prior to signing must review any contract that has an ATTRITION CLAUSE.ARTICLE VII – ELECTIONS/TERMS OF OFFICE
The Election of Officers will be accomplished on the final day at the by-yearly business meeting. Officers will be elected by a simple majority of the members in good standing in attendance at the meeting. No provisions are made for proxy or absentee voting.
The President or Vice President may appoint a Nominating Committee for the purpose of developing a slate of members who may be interested and ARE WILLING TO SERVE in the positions that are open for election in the current cycle. The Nominating Committee shall present a slate of candidates for positions open for election at the semi-annual meeting in April. When the nominating committee’s slate is presented there will be an opportunity for nominations for any and all positions to be made by the membership from the floor.
All terms of office will be for two (2) years.
The term of office for the outgoing President, Vice President, Secretary/ Treasurer will end upon completion of the Saturday night banquet.
ARTICLE VIII – RULES OF PROCEDURE/ORDER OF BUSINESS/AMENDMENTS
1.Roberts Rules of Order (loosely interpreted) rules of procedure/order shall govern the conducting/procedure of business. All business meetings shall be conducted in the presence of all voting members who desire to attend. Elected Officers may hold a closed pre-meeting in order to set the agenda and/or for business clarification purposes.
Roberts Rules of Order (loosely interpreted) rules of procedure/order shall govern the conducting/procedure of business. All business meetings shall be conducted in the presence of all voting members who desire to attend. Elected Officers may hold a closed pre-meeting in order to set the agenda and/or for business clarification purposes.2.Order of business:
Order of business: a.Call to Order
Call to Order b.Roll Call of Officers/Directors and others as determined
Roll Call of Officers/Directors and others as determined c.Reading of last meeting minutes with action taken as appropriate
Reading of last meeting minutes with action taken as appropriate d.Treasurer’s report.
Treasurer’s report. e.Officer/Committee Reports
Officer/Committee Reports f.Old/Unfinished Business
Old/Unfinished Business g.New Business
New Business h.Any “OBTW” Business (“Oh, By the Way….”)
Any “OBTW” Business (“Oh, By the Way….”) i.Adjournment
Adjournment3.Amendments:
Amendments:Proposals for amendments to this Charter & Bylaws will be entertained from members in good standing (current year dues paid) at the business meeting of the bi-annual meeting of the Association. Acceptance of any amendment to the Charter and Bylaws will be by a two-third (2/3) majority vote of those in attendance at the business meeting of the bi-annual meeting at which proposed.
ARTICLE IX--DISSOLUTION
Upon the event of having to dissolve this Association by reason of having less than 10 members in good standing, or for other reasons approved by the membership at the business meeting, all assets and property shall be donated to an organization to be determined at the same meeting. In the unlikely event that a business meeting cannot be called then the currently serving officers may make a final decision as to the Association's status.
ATTEST
This Charter & Bylaws (as revised) is in accordance with the desires and approval of those members in attendance at the USS Kearsarge Association Reunion in September, 2018 business meeting of the Association at the Hilton Garden Inn (Riverfront) Hotel in Jacksonville Florida.
Calvin V. (C.V.) Lindley – President
Barry Rittle, - Vice President
Bill Hollywood, - Secretary/Treasurer
Dale Maddy, - Webmaster/Historian
THESE AMENDED BYLAWS WERE REVIEWED AND APPROVED BY THE GENERAL MEMBERSHIP OF THE USS KEARSARGE ASSOCIATION ON THIS 4TH DAY OF May, 2018 AT THE Hilton Garden Inn (Riverfront) HOTEL, Jacksonville Florida.
Signed, ______________________________________ President
Signed, ______________________________________ Vice President
Signed, ______________________________________ Secretary/Treasurer
Signed, ______________________________________Webmaster-Historian
©2014, USS Kearsarge Association, All Rights Reserved.
These BYLAWS are being revised to incorporate the following items discussed and approved at the Association’s Business Meeting.
The Association’s Business Meeting, was held Friday morning, May 27, 2022, during the Association’s 2022 Reunion held in Branson, MO.
Low reunion attendance and Association membership decline were the main topics of discussion. A motion from the floor to keep our Association active was made with the proviso that starting immediately, we will suspend future reunions and essentially become a “newsletter” Association.
Regretfully and sadly, these actions were necessarily taken to keep us active. Another motion from the floor to revise Association BYLAWS accordingly, was made and accepted with a unanimous vote.
