MISSION AND BYLAWS OF THE

 USS George Washington Carver (SSBN-656) Reunion Association

 

MISSION STATEMENT

 Our mission is simply to renew old friendships, and create new ones, with everyone who served on our fine submarine.  Our reunions are the forum through which we will accomplish this.

 

We do this because we profoundly believe that we are a brotherhood of elite sailors who served on Carver and were qualified in the silent service. Based on this, we sense a need to nurture "Strength Through Knowledge" by caring for each other. 

Our objectives are as follows:

1.  To encourage and develop fellowship among Carver crew members.

2.  To establish a common forum for all of us to join with each other and share our life experiences. 

3.  To be a source of community outreach for crew members and assist in any way possible with needs they might have.

4.  To remember our Carver shipmates who have passed on.

5.  To be a source of inspiration for other submarine associations.

 

ARTICLE I

 

MEMBERSHIP AND MEMBERSHIP MEETINGS

 

            Section 1-1.  Qualifications for Membership.  Membership in the Association shall be available to any former U.S. Navy crewmember of the USS George Washington Carver (SSBN-656) who served for any length of time during the period from the ship’s launching through final deactivation.

 

            Section 1-2.  Classes of Membership and Manner of Admission. Membership shall be as follows:

 

                        a. Any individual who meets the qualifications stated in Section 1-1 may apply for membership in the Association.  This class of membership constitutes the Voting Members.

 

b. Voting Members shall be admitted and designated as such upon an affirmative vote of a majority of the Board of Directors at any meeting at which a quorum is present.  The persons constituting the formative Board of Directors shall be the initial Voting Members of the Association, and each person thereafter elected or appointed by the Board shall, by virtue of such election, be admitted and designated as a Voting Member of the Association. 

 

c. The living spouses of deceased former crewmembers, as described in Section 1-1, shall be eligible for, and may apply for Non-voting Membership provided they were married to the former crewmember at the time of his death.  Admission will be subject to an affirmative vote by the Board of Directors in the same manner as for admission of Voting Members.

 

 

                        d. The Board of Directors may elect other Non-voting Members of the Association by resolution, specifying in such resolution the manner of admission, conditions and rights of such Non-voting Members.

 

                        e. The Board of Directors shall have the authority to revoke the membership of any Voting Member or Non-voting Member for cause upon an affirmative vote of two-thirds of the Board.  Such membership may be reinstated subsequently by the Board.

 

                        f. Any Voting Member or Non-voting Member may withdraw from membership through written notice provided to the Board of Directors.  Such withdrawal shall be effective upon receipt by the Board.

           

            Section 1-3.  Membership Meetings. Membership Meetings will be held during each reunion of the Association.  In the absence of a reunion for a prolonged period of time, or for any other reason, the Board of Directors may call for non-reunion meetings should the Board determine that a need for the meeting exists. 

 

            Section 1-4.  Notice of Meetings.  Written notice stating the place, day and hour of the meeting shall be delivered to the Membership not less than thirty nor more than ninety days before the meeting.  Since Membership Meetings normally will be held as part of each reunion agenda, the Notice of Meeting normally will be accompanied by reunion documentation.  The notice shall be delivered personally, by first class mail, or by e-mail, at the discretion of the Board of Directors, to each Voting Member and Non-Voting Member. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at the address as it appears on Membership Books, with postage thereon prepaid.  E-mail will be considered delivered if no electronic notification is received that the e-mail was not delivered.

 

            Section 1-5.  Place of Meetings.  Membership Meetings will be held at the place of each reunion, as determined by the Board of Directors, or at such other place as the Board may decide for a non-reunion meeting.  The reunions of the Association and Membership Meetings may be held within, or outside of, the state of __________.

 

            Section 1-6.  Quorum and Voting.  A majority (51%) of the Voting Members present in person or by proxy shall constitute a quorum at a Membership Meeting. If a quorum is present, the affirmative vote of a majority of the Voting Members, present in person or by proxy, shall be the act of the membership.  Each Voting Member shall have one vote.

 

           

Section 1-7.  Proxies.

 

                        a.         Every Voting Member will be entitled to vote in person at a Membership Meeting, or the Voting Member may authorize another Voting Member to act for the member by proxy.

 

b.         Every proxy must be in writing and signed by the member, or issued via e-mail.  No proxy shall be valid after the meeting unless otherwise provided in the proxy.  Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise required by applicable law.

 

Section 1-8.  Order of Business.  The Order of Business at each Membership Meeting shall be as follows:

 

a.       Call to Order

b.       Proof of Notice of Meeting

c.        Documentation of Voting Member attendees and proxies

d.       Report of Chairman/President

e.       Report of Committees (if appropriate)

f.          Financial Report

g.       Election of Directors to fill needs and vacancies expected to occur prior to next Membership Meeting

h.        Old Business

i.          New Business

j.          Adjournment

 

ARTICLE II

                                                                             

   BOARD OF DIRECTORS

 

            Section 2-1.  Function.  All Association powers shall be exercised by or under the authority of the Board of Directors.  The business and affairs of the Association shall also be managed under the direction of the Board of Directors.

 

            Section 2-2.  Qualification.  Any former crewmember of the USS George Washington Carver (SSBN-656) who is a Voting Member of the Association as described in Section 1-2 shall be eligible for nomination to the Board of Directors.

 

            Section 2-3.  Duties of Directors.

 

                        a.         A Director shall perform his duties as a Director, including duties as a member of any committee upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Association and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

 

                        b.         In performing his duties, a Director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared by and presented by:

 

                                    (i)         One or more members of the Association whom the Director reasonably believes to be reliable and competent in the matters presented; or

 

                                    (ii)        Counsel, public accountants or other persons as to matters which the Director reasonably believes to be within such person's professional or expert competence; or

 

                                    (iii)       A committee of the Board upon which the Director does not serve, duly designated in accordance with a provision of these Bylaws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.

 

                        c.         A Director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

                       

                        d.         A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a Director of the Association.

 

                        e.         The Board of Directors, by resolution adopted by a majority of the Board of Directors, may elect a Chairman to preside at all meetings of the Board of Directors and at all Membership Meetings, to fix the dates of meetings of the Board of Directors and to have such other power and authority as provided in these Bylaws or in resolutions adopted by the Board of Directors.

 

            Section 2-4.  Presumption of Assent.  A Director of the Association who is present at a meeting of the Board of Directors at which action on any Association matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest.

 

            Section 2-5.  Number.  Ideally, and to the extent possible, the number of Directors of the Association shall be nine (9).  The exact number of Directors of the Association may be determined by vote of the voting membership at each Membership Meeting.  The number of Directors may be changed by a subsequent Board of Directors vote.

 

            Section 2-6.  Election and Term.  Directors shall serve for terms of four years, with candidates who are to replace Directors having expiring terms of office voted on at each Membership Meeting.  Each Director shall hold office for the term for which he is elected, and until his successor shall have been elected and qualified, or until his resignation, removal from office, or death.  No person shall serve as Director for more than three consecutive terms, although the person shall again be eligible after a two-year lapse of time.

 

            Section 2-7.  Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors, may be filled by the affirmative vote of a majority of the remaining Directors in attendance.  A Director elected to fill a vacancy shall hold office until the next election at a Membership Meeting.

 

            Section 2-8.  Removal of Directors.  At a special meeting of the Board of Directors called expressly for that purpose, any Director (including the Chairman) may be removed, with or without cause, by a vote of two-thirds of the Board members present.  Any Director or the entire Board of Directors may be removed, with or without cause, by a vote of two-thirds of the Voting Members.

 

            Section 2-9.  Quorum and Voting. A majority of the Directors (51%) shall constitute a quorum for the transaction of business.  If a quorum is present, the vote of a majority of those present shall be the act of the Board of Directors.

 

            Section 2-10.            Committees; Advisory Boards; and Special Interest Groups.

 

                        a.         The Board of Directors may establish by resolution and designate from among its members one or more committees.  Any committee of the Board shall have such purposes and members and be governed by such rules as may be set forth in the establishing resolution of the Board.  Each committee shall have and may exercise all or any portion of the authority of the Board of Directors to the extent and as described in the establishing resolution of the Board or these Bylaws, except that none shall have the authority to:

 

                                    (i)         Approve actions or proposals required by law or these bylaws to be approved by the Board of Directors or the Voting Members; or

 

                                    (ii)        Fill vacancies on the Board of Directors or any committee thereof; or

 

                                    (iii)       Adopt, amend or repeal the Bylaws.

 

                        b.         The Board of Directors will establish by resolution and designate from the Voting Members a Reunion Committee for each and every periodic reunion of the Association.  Each Reunion Committee will be responsible for the total planning, arranging, and conducting of its particular reunion with the guidance and approval of the Board of Directors.  Each Reunion Committee will have the right to include Non-Voting Members as needed to plan, arrange, and conduct its particular reunion.

 

                        c.         The Board of Directors may establish by resolution, one or more advisory boards and special interest groups, composed of Voting Members, to advise and consult with the Directors while serving as links between the Association and other business or cultural communities, and to perform such other functions as may be designated by the Board.  The members and Chairpersons of advisory boards and special interest groups shall be ratified and may be removed or replaced by the Board.  Each advisory board and special interest group will have the right to include Non-Voting Members as needed to perform their functions.

 

                        d.         The Board of Directors may by resolution appoint as ex-officio members persons who are not members of the Association to serve as consultants and advisors to Committees on matters relating to the business and cultural communities.  The ex-officio members shall be entitled to attend the meetings of the Committees, however, they shall not possess the right to vote.

 

                        e.         A majority of the Voting Members of the various committees, advisory boards, or special interest groups then elected or appointed, as the case may be, and in good standing shall constitute a quorum for the transaction of business.  If a quorum is present, the affirmative vote of a majority of the Voting Members present shall be the act of the committee, advisory board, or special interest group, as the case may be.

           

            Section 2-11.            Regular Annual Meeting.  The regular annual meeting of the Board of Directors shall be held at the time and place approved by the Board.  Business transacted at the regular annual meeting may include the election or appointment of Board Members, Voting Members and Non-voting members, as well as the business and affairs of the Association.

 

            Section 2-12.  Special Meetings.  Special meetings of the Board of Directors shall be held when directed by the Chairman of the Board, or any two members of the Board, or when requested in writing by not less than ten percent of the Voting Members.  A special meeting requested by Voting Members shall be called for a date not less than thirty days, nor more than ninety days, after the request is made.  The Voting Members can also request the meeting at a later date, or sooner than thirty days if the Board waives the thirty day minimum notice period.  The call for the meeting shall be by the Chairman of the Board, or the Board may designate another person to do so.

 

            Section 2-13.            Place of Meetings.  Regular annual and special meetings of the Board of Directors, and meetings of the various committees, advisory boards, and special interest groups may be held within or without the State of __________.

 

            Section 2-14.            Time, Notice and Call of Meetings.

 

                        a.         Written notice of the time and place of regular annual and special meetings of the Board of Directors shall be given to each Director by either personal delivery, facsimile transmission, or e-mail at least ten days before the meeting or by notice mailed to the Director at least thirty days before the meeting. Notice of the time and place of meetings of the various committees, advisory boards, and special interest groups shall be given to each member in the same manner or upon at least ten days notice by telephone.

 

                        b.         Notice of a meeting of the Board of Directors or the various committees, advisory boards, and special interest groups need not be given to any member who signs a waiver of notice either before or after the meeting.  Attendance of a member at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place of the meeting, the time of the meeting or the manner in which it has been called or convened, except when a member states, at the beginning of the meeting, any objection to the transaction of business because the meeting is not lawfully called or convened.

 

                        c.         A majority of the members present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors, or the various committees, advisory boards, and special interest groups, to another time and place. Notice of any such adjourned meeting shall be given to the members who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other members.

 

                        d.         Meetings of the Board of Directors may be called by the Chairman of the Board or any two Directors.  Meetings of the various committees, advisory boards, and special interest groups may be called by the Chairman or any two members of such  committees, advisory boards, and special interest groups.

 

                        e.         Members of the Board of Directors or the various committees, advisory boards, and special interest groups, may participate in a meeting thereof by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting.

 

            Section 2-15.            Action Without a Meeting.  Any action required to be taken or which may be taken at a meeting of the Board of Directors or the various committees, advisory boards, and special interest groups, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all members thereof, is filed in the minutes of the proceedings of the Board, committee, advisory board, and special interest group, as the case may be.  Such consent shall have the same effect as a unanimous vote.

 

            Section 2-16.            Director Conflicts of Interest. 

           

                        a.         Any contract or other transaction between the Association and one or more of its Directors with any other corporation, firm, association or entity in which one or more of the Directors are shareholders, directors, trustees or officers or are financially interested, shall be either void or subject to cancellation because of such relationship or interest, or because such Director or Directors are present at the meeting of the Board of Directors, or a committee thereof which authorizes, approves or ratifies such contract or transaction, except when:

 

                                    (i)         The fact of such relationship or interest is disclosed or known to the Board of Directors or a committee thereof which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or

 

                                    (ii)        The contract or transaction is fair and reasonable to the Association at the time it is authorized by the Board of Directors, or a committee thereof.

 

                        b.         Interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof, which authorizes, approves or ratifies such contract or transaction.

           

            Section 2-17.            Resignations.  Any Director may resign from the Board of Directors upon written notice being given to the Chairman.  The resignation shall be effective upon receipt of the written notice by the Chairman, except that resignations received after notice has been given of a Board of Directors meeting shall not be effective until subsequent to that meeting, or sooner if approved by the then remaining members of the Board.  Any member of any committee, advisory board, and special interest group, may resign upon written notice being given to the Chairman, and such resignation shall be effective upon receipt.

 

            Section 2-18.  Expenses and Salaries.

 

a.                  By resolution of the Board of Directors, the Directors may be paid their properly documented, reasonable expenses incurred in connection with the performance of their duties as Directors, if any.

 

                        b.         The members of the Board of Directors, or any of the various committees, advisory boards, and special interest groups, shall not receive any compensation for their services rendered as members thereof.

 

                        c.         Nothing contained in this section shall be construed to preclude any Director or member of the various committees, advisory boards, and special interest groups, from serving this Association in any other capacity and receiving just and reasonable compensation for the service provided.

 

 

ARTICLE III

 

OFFICERS

 

            Section 3-1.  Officers.  At their discretion, and with a quorum present and majority approval, the Board of Directors may appoint Officers of the Association. The officers shall consist of a President, Vice President, Corporate Secretary, and Treasurer, each of which shall be elected by the Board of Directors.  Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board from time to time.  Certain offices may be held by the same person.  The failure to elect any of the aforesaid officers shall not affect the existence of the Association.

 

            Section 3-2.  Duties.  The officers of the Association shall have the following duties:

 

                        a.         The President shall be the chief executive officer of the Association, and shall preside at all Membership Meetings and meetings of the Board of Directors. 

 

                        b.         The Vice President shall perform all of the duties of the President in the absence or disability or refusal to act of the President, and when so acting shall have all the powers of and be subject to all the restrictions of the President.  The Vice President shall have such other powers and perform such other duties as may from time to time be prescribed by the Board of Directors or these Bylaws.

 

                        c.         The Corporate Secretary shall have custody of and maintain all of the corporate records except financial records, and shall record the minutes of all Membership Meetings and meetings of the Board of Directors, send all notices of meetings out, and perform such other duties as may be prescribed by the Board or the President.

 

                        d.         The Treasurer shall have custody of all corporate funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the Board of Directors regular annual meetings, at Membership Meetings, after the end of each fiscal year, and whenever else required by the Board or the President.  The Treasurer shall perform such other duties as may be prescribed by the Board or the President.

 

            Section 3-3.  Term.  Each person appointed as an officer shall hold office for a period of two years and until his successor shall have been appointed and qualified, or until his earlier resignation, removal from office or death.  In no event shall a person be appointed as an officer for more than three consecutive terms.  A person who has served as an officer for three consecutive terms may be re-appointed as an officer after a two-year lapse of time from serving as an officer.

 

            Section 3-4.  Delegation of Duties.  In the case of the absence of an officer of the Association or for any other reason that the Board of Directors may deem sufficient, the Board may delegate for the time being the powers and duties of such officers to any other officer or officers or to any other Director or Directors.

 

            Section 3-5.  Removal of Officers. 

 

                        a.         Any officer appointed by the Board of Directors may be removed by the Board, whenever, in the judgment of the Board, the best interests of the Association will be served thereby.

 

                        b.         Any vacancy in any office, however occurring, may be filled by the Board of Directors.

 

                        c.         Removal, as provided in this section, shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not, in and of itself, create contract rights.

 

            Section 3-6.  Salary of Officers.

 

                        a.         By resolution of the Board of Directors, the officers may be paid their properly documented, reasonable expenses incurred in connection with the performance of their duties as officers, if any.

 

                        b.         The officers of the Association shall not be entitled to any compensation for services rendered in their capacity as officers.

 

                        c.         Nothing contained in this section shall be construed to preclude any officer from serving this Association in any other capacity and receiving just and reasonable compensation for the service provided.

 

                                                                             

ARTICLE IV

 

BOOKS AND RECORDS

 

            Section 4-1.  Books and Records.

 

                        a.         The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors, the various committees, advisory boards and special interest groups, and Membership Meetings.  Such books, records of accounts, and minutes shall be filed in the registered office of the Association and shall be kept for as long as the Association is in existence.

 

                        b.         The Association shall keep, at a location designated by the Board of Directors, Membership Books containing Voting Member and Non-voting Member information, including their names and addresses.  After the end of each calendar year, a record of this information for the year ended shall be filed in the registered office of the Association and shall be kept for as long as the Association is in existence.

 

                        c.         Any books, records and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.

 

            Section 4-2.  Members; Inspection Rights.  Any member of a committee, advisory board, special interest group, or a Voting Member, stating the purpose thereof, shall have the right to examine, in person, at any reasonable time or times, for any proper purpose, the association’s books, records of accounts, and minutes, and to make appropriate copies or extracts.

 

Section 4-3.  Financial Information.

 

                        a.         Not later than four months after the close of each fiscal year, this Association shall prepare a balance sheet showing in reasonable detail the financial condition of the Association as of the close of its fiscal year and a shortfall/surplus statement showing the results of the operations of the Association during its fiscal year.

 

                        b.         Upon the written request of any member of a committee, advisory board, special interest group, or a Voting Member, the Association shall mail to such member copies of any requested balance sheet and shortfall/surplus statements.

 

                        c.         The balance sheet and shortfall/surplus statements shall be filed in the registered office of the Association, shall be kept for as long as the Association is in existence, and shall be subject to inspection by any member, as described above.

 

 

ARTICLE V

 

PROHIBITED ACTIONS AND ACTIVITIES

 

            Section 5-1.  Dividends Prohibited.  The Board of Directors of the Association may not declare or pay dividends in cash or property to any Member, Director or officer, and no part of the surplus of the Association shall otherwise be distributed to the benefit of any Member, Director or officer.

 

            Section 5-2.  Prohibited Activities.

 

                        a.         No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate or intervene in any political campaign on behalf of any candidate for public office.

 

                        b.         Notwithstanding any other provision of the Bylaws, the Association shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under 501(c)(3) of the Internal Revenue Code of 1986, as amended, or any successor legislation ("Code") or (b) by a corporation, contributions to which are deductible under Code Section 170.

 

ARTICLE VI

 

DISSOLUTION

 

            The Association shall be dissolved and liquidated:

 

a.       Upon a resolution of a majority of the Board of Directors and an affirmative vote of two-thirds of the Voting Members, or

 

b.       Upon a vote of three-quarters of the Voting Members, or

 

c.        Upon the death or incapacity of the last Voting Member.

 

ARTICLE VII

 

INDEMNIFICATION

 

            This Association shall indemnify any and all of its Directors, officers, former Directors, former officers, or any person who may have served at its request as a Director, officer, or committee member, to the full extent permitted by law.  Said indemnification shall include, but not be limited to the expenses, including cost of any judgments, fines, settlements and counsel fees, actually paid or incurred in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative, and any appeals

thereof, to which any such person, or his or her legal representative may be made a party or may be threatened to be made a party by reason of his or her being or having been a Director, officer, or committee member as herein provided. The foregoing right of indemnification shall not be exclusive of any other rights to which any Director, officer, or committee member may be entitled as a matter of law.

 

ARTICLE VIII

 

AMENDMENTS

 

            These Bylaws may be repealed, altered or amended and new Bylaws may be adopted, only by two-thirds vote of the Board of Directors.