USS Chivo SS-341 Reunion Organization, Inc. ByLaws

ARTICLE I – MISSION

Section 1. THE MISSION OF THE CHIVO REUNION ORGANIZATION IS:

A)   to perpetuate the memory of our shipmates and their deeds, to promote good fellowship and comradeship, and to pledge loyalty and patriotism to the United States of America.

B)   to participate in activities that foster recognition of the contributions made by members of all Armed Forces and their families, both Past and Present, that uphold the spirit of the Declaration of Independence.

C)   to provide aid and comfort to service members in need.

ARTICLE II – MEMBERSHIP

Section 1. REGULAR MEMBERSHIP.

A)   Regular membership is extended to all personnel who served on board USS Chivo SS-341 as officers or crew members at any time from its pre-commissioning through its decommissioning and post-decommissioning activities.

B)   Only regular members have the right to vote with regard to the corporation's business, elections and activities.

C)   All regular members have equal voting rights.

D)   Only regular members have the right to hold office within the corporation.

E)   A regular member may sponsor no more than two associate members.

Section 2. ASSOCIATE MEMBERSHIP.

A)   An associate member is a person who is not eligible for regular membership.

B)   A regular member in good standing must must sponsor each associate member.

C)   In the event a regular member can no longer sponsor an associate member due to death or illness the organization may assume sponsorship with a simple majority vote.

D)   Eligible associate members are spouses, widows, ancestors, and lineal descendants of regular members.

E)   Other eligible associate members are persons related to the organization by their services, deeds or actions.

ARTICLE III – ORGANIZATION OFFICERS

Section 1. OFFICERS.

A)   Elected officers of the organization shall consist of a President, a Vice-President, a Secretary, a Treasurer, a Reunion Director, and a Communications Director.

B)   All officers must be regular members of the organization.

C)   The term of office for all officers will be two years or until their successors have been elected.

D)   Organization officers may succeed themselves in office.

E)   No officer shall be paid any salary for services rendered on behalf of the organization.

Section 2. NOMINATIONS AND ELECTIONS.

A)   Any regular member may nominate any other regular member for any elected organizational office.

B)   Officers shall be elected by a simple majority of regular members at the bi-annual reunion business meeting.

C)   Each person elected as an officer of the organization is likewise elected as a member of the current Board of Directors.

D)   Officers shall assume their official duties immediately following the close of the bi-annual business meeting.

Section 3. VACANCY.

A)   If a vacancy occurs in the office of President, the Vice-President shall thereupon assume the Office of President for the remainder of the unexpired term, and the office of the Vice President shall remain vacant.

B)   A vacancy occurring in any office other than the President shall be filled for the unexpired term by a person elected by a majority vote of the Board of Directors.

ARTICLE IV – DUTIES OF OFFICERS

Section 1. PRESIDENT.

The President shall be an elected officer whose term of office will be from the time of election until the next reunion's election of officers, normally two years.   He is eligible for re-election.   The President's duties include, but are not limited to:

A)   Act as the President of the organization and the Chairman of the Board of Directors.

B)   Direct and supervise the operation of the organization.

C)   Enforce the Bylaws.

D)   Appoint committees or individuals as necessary in the conduct of the affairs of the organization.

E)   Cause to be called all regular and special meetings of the organization.

F)   Preside over all regular and special meetings of the organization.

G)   Be responsible for the promulgation of all pertinent information to the membership of the organization.

H)   Act as an ex-officio member on all committees.

Section 2. VICE PRESIDENT.

The Vice President shall be an elected officer whose term of office will be from the time of election until the next reunion's election of officers, normally two years.   He is eligible for re-election.   The Vice President's duties include, but are not limited to:

A)   Serve as a member of the Board of Directors.

B)   Assist the President in the discharge of his duties.

C)   Execute the powers and authority of the President, when required, in the temporary absence of the President.

D)   Assume the offices of the President of the organization and the Chairman of the Board of Directors, until the next regular election, in the event of an incapacitating illness or death of the elected President.

Section 3. SECRETARY.

The Secretary shall be an elected officer whose term of office will be from the time of election until the next reunion's election of officers, normally two years.   He is eligible for re-election.   The Secretary's duties include, but are not limited to:

A)   Serve as a member of the Board of Directors.

B)   Officiate, when required, in the absence of the President and Vice President.

C)   Keep permanent records of the proceedings at all board and membership meetings of the Association.

D)   Keep permanent records as required by the Article of Incorporation and the Association Bylaws.

E)   Prepare and present to the membership of the organization at the regular business meeting all pertinent information other than the Treasurer's financial report.

F)   Be responsible for proper introduction, voting, approval and implementation of any changes or modifications to the organization by-laws and Article of Incorporation.

Section 4. TREASURER.

The Treasurer shall be an elected officer whose term of office will be from the time of election until the next reunion's election of officers, normally two years.   He is eligible for re-election.   The Treasurer's duties include, but are not limited to:

A)   Serve as a member of the Board of Directors.

B)   Act as the chief financial officer of the organization.

C)   Be the custodian of all financial records of the organization.

D)   Receive and be responsible for the collection of all registration fees, donations, and monies due and payable to the organization.   All cash receipts shall be routed to the Treasurer for proper bookkeeping and deposit in the organization's account.

E)   Pay all debts and bills incurred by the organization.   All payment requests shall be submitted to the Treasurer for proper bookkeeping and payment.

F)   Be responsibility for accounting for all fiscal property of the organization, including but not limited to funds or other assets as well as liabilities incurred by the organization.

G)   Make such reports and returns as required by federal, state and local governments, the articles of incorporation, and the bylaws including disbursement of appropriate taxes and fees.

H)   Submit for approval to the Board of Directors prior to the membership business meeting a report of the organization financial status.

I)   Report the organization financial status at each membership business meeting.

Section 5. REUNION DIRECTOR.

The Reunion Director shall be an elected officer whose term of office will be from the time of election until the next reunion's election of officers, normally two years.   He is eligible for re-election.   He is elected to actively plan and execute the next reunion.   He may delegate some of his duties to sub-committees, but will be ultimately responsible for their proper execution.   The Reunion Director's duties include, but are not limited to:

A)   Serve as a member of the Board of Directors.

B)   Negotiate and contract for the hotel and all services in support of the planned reunion.

C)   Plan time and locations for:
a)   membership business meeting.
b)   memorial service.
c)   banquet.
d)   auction and fund raisers.

D)   Supervise any reunion sub-committee members in preparation for the reunion.

E)   Select the banquet menu.

F)   Choose and contract for any additional entertainment or speakers.

G)   Produce the reunion registration form for publication to the organization membership.

H)   Stock the hospitality with snacks and refreshments.

I)   Report exact dates, times, locations, and costs to the Board of Directors as soon as available and not later than nine months prior to the reunion.

Section 6. COMMUNICATIONS DIRECTOR.

The Communications Director shall be an elected officer whose term of office will be from the time of election until the next reunion's election of officers, normally two years. He is eligible for reelection.   He may delegate some of his duties to sub-committees, but will be ultimately responsible for their proper execution.   The Communications Director's duties include, but are not limited to:

A)   Serve as a member of the Board of Directors.

B)   Serve as or supervise the Database Manager to:
a)   maintain and update the membership database ensuring secure backups.
b)   compare and maintain the USSVI / Decklog Chivo database.
c)   provide sorted copies of the database in support of other functions.
d)   act as a go-between for crew members trying to locate friends and shipmates.

C)   Serve as or supervise the Webmaster to:
a)   maintain and update the Chivo website.
b)   post newsletters.
c)   post crew pictures with captions.
d)   post other types of interesting information.

D)   Serve as or supervise the Newsletter Publisher to:
a)   gather information of interest to the Chivo membership for the newsletters.
b)   cause regular Chivo newsletters to be published electronically.
c)   cause regular Chivo newsletters to be published via postal mail.
d)   publish information about Chivo reunions and registration forms.

ARTICLE V – BOARD OF DIRECTORS

Section 1. GENERAL PROVISIONS.

Except as these by-laws otherwise specifically provide, the affairs of the organization shall be managed by the Board of Directors.

Section 2. COMPOSITION.

The Board of Directors consists of:

A)   The current six elected organization officers.

B)   The immediate past president in an advisory capacity.

C)   The immediate past reunion director in an advisory capacity.

D)   Such additional special members as the membership may elect.

Section 3. QUORUM.

A)   Three (3) currently elected members of the Board of Directors shall constitute a quorum for the transaction of all business at a duly called meeting of the Board of Directors.

B)   Three (3) currently elected members of the Board of Directors shall constitute a quorum for the transaction of all business at the organization's scheduled bi-annual business meeting.

ARTICLE VI – CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. CONTRACTS.

A)   The primary reunion contract is the contract between the Chivo Organization and the hotel, a destination management company, a receptive service or a reunion planning agency.   The primary contract at a minimum includes the hotel accomodations and sets the dates for the reunion.   It may or may not include all ancillary services including but not limited to banquets, tours, transportation, entertainment, photographers, memorial services, etc.   The primary contract will be negotiated by the Elected Reunion Director with the advice and assistance of the Previous Reunion Director.   When the Reunion Director and Previous Reunion Director are satisfied they will initial the contract and forward it to the Treasurer for review.   When the treasurer is satisfied with the contract, he will initial it and forward the contract to the President for a final review and signature.   A copy of the signed contract will be maintained by the Secretary.   The goal is to have the primary contract signed and approved eighteen months prior to the reunion.

B)   Secondary contracts are contracts made with other agencies in support of the reunion.   These may include but are not limited to tours, buses, entertainment, memorial services, foods, beverages, photographers, etc.   Secondary contracts may be negotiated by the Reunion Director or any of his assistants planning the upcoming reunion, however secondary contracts may only be signed by the Reunion Director.   The advice of the Previous Reunion Director is encouraged but not required.   Copies of all signed secondary contracts will be forwarded to the Treasurer, Secretary and President.   The goal is to have all secondary contracts completed twelve months prior to the reunion.

C)   The Board may authorize any officer or agent to enter into any contract or deliver any instrument on behalf of the organization, and such authority may be general or confined to specific instances.

Section 2. LOANS.

No loans shall be contracted on behalf of the organization and no evidences of indebtedness shall be issued in its name.

Section 3. CHECKS, DRAFTS, Etc..

A)   The Reunion Director or Treasurer are authorized to sign checks, drafts and other orders for the payment of money, notes or evidences of indebtedness directly related to the planning and execution of the organization's reunion.

B)   All other checks, drafts and orders for payment shall be signed by the Treasurer.

Section 4. DEPOSITS.

All funds of the organization not otherwise employed shall be deposited from time to time to the credit of the organization in such banks, trust companies or other depositories as the Board may designate.

ARTICLE VII – AMENDMENTS

Section 1. PROCEDURES.

A)   Any regular member may submit resolutions to amend these by-laws by forwarding the resolution and proposed amendments in writing to the president or the organization at least two months prior to the bi-annual business meeting.

B)   The president will review the proposed amendment with the board of directors and attach their recommendations and comments.

C)   The proposed amendments and director's comments and recommendations will be promulgated to the regular membership at least 1 day prior to the bi-annual business meeting.

D)   Proposed by-law amendments will be voted upon at the bi-annual business meeting. By a simple majority vote the proposed amendment may be adopted, rejected or sent to a special committee for further study.

E)   Amendments which are passed will become effective at the close of the business meeting.

ARTICLE VIII – DISSOLUTION

Section 1. DISPOSITION OF ASSETS.

A)   In the event that the organization dissolves, all assets and monies will be donated to a nonprofit organization determined by the Board of Directors.

B)   If the Board of Directors cannot agree on a non-profit organization, or if the Board of Directors cannot muster a quorum at the time of dissolution, all assets and monies will be turned over to the Navy and Marine Corps Relief Society, except that items of historic value and all records will be turned over to the Submarine Force Museum in Groton, CT.

USS Chivo SS-341 Reunion Organization, Inc. ByLaws

Adopted   -   October 05, 2014
Amended   -   October 22, 2017


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