Senior Enlisted Academy Alumni Association

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Bylaws

09/27/1993

ARTICLE I

PURPOSES

The purposes of the Corporation as stated in its Articles of Association are:

Said Association is constituted for Charitable and Educational Purposes, specifically to solicit, receive, administer and donate funds, and property for the encouragement, support and furthering of the Traditions of The Senior Enlisted Academy, located in The City of Newport, in The State of Rhode Island and Providence Plantations, and the capabilities of the said U.S. Navy Senior Enlisted Academy to carry out it's Mission of providing advanced Professional Education in The Science of Advanced Total Quality Leadership and related subjects to Senior Enlisted Personnel of The United States Navy, other United States Armed Forces, and for the improvement and beautification of the physical facilities of the said Senior Enlisted Academy, and for no other purposes; and to that end to take and hold, by bequest, devise, gift, purchase or lease for such objects and purposes or any of them, any property, real, personal or mixed, without limitation as to the amount or value, except such limitations as may be imposed by law; to sell, convey, and to dispose of any such property and to invest and reinvest the principal thereof, and to deal with and expend the principal or income therefrom, or both, for any of the before mentioned purposes without limitations, except such limitations, if any, as may be contained in the instrument under which such property is received; to receive, take title to, hold, and use the proceeds and income of memorabilia sales, stocks, bonds, obligations, or other securities of any corporation or corporations, domestic or foreign, but only for the foregoing purposes or any of them; and in general to exercise those powers which Title 7, Chapter 6, of The State of Rhode Island and Providence Plantations authorizes as a non business, non profit corporation to exercise, but only in furtherance of the purposes set forth in this Article, and not any other power. No part of the activities of this Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation; nor shall this Corporation participate to any extent in a political campaign for or against any candidate for any public office.

ARTICLE II

NAME

The name of the organization shall be The Senior Enlisted Academy Alumni Association, Inc. (SEAAA). Hereinafter referred to as the Association.

ARTICLE III

LOCATION

The Association will have its Principal office spaces in The Senior Enlisted Academy located at NETC Newport, in The City of Newport, Newport County, State of Rhode Island.

ARTICLE IV

MANAGEMENT AND ORGANIZATION

1. Board of Trustees - The SEAAA shall consist of at least seven trustees who are voting members that will be responsible for the control and management of the funds, property and business of the Association.

    a. Chairman of the Board - There shall be a Chairman of the Board of Trustees who shall be responsible for ensuring that at least one meeting of the Board of Trustees is held annually to discuss the business of the SEAAA. He or she shall be the chief executive officer of the Corporation with all the powers and duties usually appertaining to such office and shall preside at meetings of the Corporation and of the Board. He or she shall see that all orders and resolutions of the board are carried into effect.

    b. Elections - Trustees shall be elected annually by vote of the general membership. Nominations for Trusteeship, shall be made thirty days prior to the election. Each member will be entitled to one vote for each position on the Board. Cumulative voting is prohibited. A trustee who runs unopposed will automatically assume the position.

    c. Special Elections - A special election will be held where a vacancy occurs on the Board of Trustees by virtue of the recall, resignation or the death of a Trustee. Recalls shall occur when a signed petition representing two-thirds of the SEAAA's membership is received. A special election shall be held within sixty (60) days of the vacancy and members must be notified at least thirty (30) days prior to the election. The newly elected Trustee serves for the unexpired portion of the prior Trustees term of office only.

    d. Terms of Office - Trustees shall serve for one year. The founding Trustees must agree to serve a minimum of two years.

    e. Meetings - The time and date of the annual meeting shall be set by the Board of Trustees. Members must be notified at least sixty (60) days in advance of the meeting. Members must submit proposals thirty (30) days prior to the meeting for the Board of Trustees to consider at the annual meeting. Such proposals shall be in writing with signatures of at least three (3) SEAAA members. The Board of Trustees shall put all proposals so submitted to a vote at the next general election. The Board of Trustees may also submit its own proposals provided at least three (3) members vote for the placement of the proposals at the next election.

    f. Quorum - A quorum of the Board of Trustees shall consist of at least two-thirds of the members.

2. Officers - The SEAAA shall consist of the following officers who shall be chosen from the roster of SEAAA members:

    a. PRESIDENT EMERITUS who shall supervise the activities of the SEAAA.

    b. A VICE PRESIDENT who shall coordinate membership activities, serve in the absence of the Chairman of the Board and perform all tasks assigned by the Chairman of the Board.

    c. A SECRETARY who shall maintain records, prepare membership rosters, prepare the correspondence of the SEAAA, prepare the annual newsletter and receive any petitions, nominations or proposals submitted by the membership.

    d. A TREASURER who shall maintain financial records prepare the annual budget to be presented to the Board of Trustees and stock and sell SEA memorabilia. All financial transactions shall be on a "cash" basis, The SEAAA shall not establish any credit account.

    e. Elections of officials shall occur in the same manner in which Trustees are elected. Each SEAAA Member will have one vote per office and no cumulative voting will be permitted.

    f. Vacancies - Upon death, acceptance of resignation, or termination of an officer by a vote of at least two-thirds of the Board of Trustees, a special election will be held within sixty days (60) to fill the vacancy created. The newly elected officer will serve only the unexpired term of their predecessor.

ARTICLE V

VOTING MEMBERSHIP

Voting membership in the Association shall be voluntary and shall be open to any individual in good standing who fulfills one of the following qualifications:

    a. Graduate of the Senior Enlisted Academy.

    b. Honorary graduate of the Senior Enlisted Academy.

    c. Serves or has served as a faculty member at the Senior Enlisted Academy.

ARTICLE VI

MEMBERSHIP DUES

Dues shall be set by the Board of Trustees and voted on by the membership at the annual meeting. To be a member in good standing, a member must maintain dues current and comply with all regulations specified by the Association.

ARTICLE VII

NON-PROFIT ORGANIZATION

The SEAAA is a non-profit organization. The SEA-AA shall fully comply with the requirements and prohibitions set by the Internal Revenue Service regarding non-profit organizations. The SEAAA shall undertake no action which would invalidate its tax exempt status as a non-profit organization.

ARTICLE VIII

CONTRIBUTIONS

The SEAAA through its Board of Trustees is authorized to accept donations, contributions and bequests from appropriate sources. Monies so received shall be placed in such fund or funds as prescribed by the Board of Trustees.

ARTICLE IX

AMENDMENTS

These Bylaws may be amended, altered or repealed by the vote of two-thirds of the Board of Trustees at any regular or special meeting or by two-thirds of the votes cast by the voting members of the SEAAA at any regular or special election.