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Constitution and Bylaws

CONSTITUTION

OF

THE WEST POINT SOCIETY OF OREGON

ARTICLE I   –   NAME

Section 1.1          THE WEST POINT SOCIETY OF OREGON is a 501(c)(3) non-profit corporation registered in the State of Oregon.

ARTICLE II –   PURPOSES

Section 2.1          The Society shall be dedicated to promoting and furthering public understanding of the United States Military Academy.

Section 2.2          The Society shall provide an organization wherein graduates and former cadets may associate to foster the aims, ideals, traditions, standards, and achievements of their Alma Mater.

Section 2.3          The Society shall provide a source of volunteers in the State of Oregon and in the southern portion of the State of Washington to assist the United States Military Academy Admissions Field Force in identifying and contacting qualified candidates to assist them in applying for admission to the Academy, and to lend support to the West Point Parents Club of Oregon in bridging any communications gap between the Academy and the cadets’ parents.

ARTICLE III –   GOVERNMENT

Section 3.1          The government of the Society shall be confided in an executive body consisting of elected Regular members, known as the Board of Directors.

ARTICLE IV – DUES

Section 4.1          Under the guidance of the Board of Directors the dues as stipulated in the Bylaws, and any other income, shall be used to defray the expenses made necessary in the proper conduct of the business of the Society.

ARTICLE V – AMENDMENTS

Section 5.1          This constitution may be amended or changed at any meeting of the Society.  A two-thirds vote of the Regular membership present, provided there is a quorum, shall be necessary to adopt the amendment or change.

ARTICLE VI – DISSOLUTION

Section 6.1 – Upon dissolution, funds or property remaining, after the discharge of all liabilities, shall be conveyed to the Association of Graduates of the United States Military Academy, to be devoted exclusively to purposed as nearly as practicable the same as those to which they were required to be devoted by the Society.

 

End of Constitution

APPROVED 18 May 2011

BYLAWS

OF

THE WEST POINT SOCIETY OF OREGON

ARTICLE I – STATUS

Section 1.1          The West Point Society of Oregon (a 501(c)(3) non-profit organization), hereinafter referred to as the Society, will be affiliated with the West Point Association of Graduates of the United States Military Academy hereinafter referred to as the Association.

ARTICLE II – MEMBERSHIP

Section 2.1          The Society membership shall be classified as Regular Members, Associate Members, Auxiliary Members and Honorary Members.

Section 2.2          Regular Members.   Any graduate of the Academy, and any former cadet who served at least one term at the Academy, and who was honorably discharged from the Academy with no question of moral turpitude, may become a Regular Member of the Society by submitting a membership application and paying dues.  Former cadets may apply for membership only after his or her class has been graduated from the Academy.  Regular membership conveys the right to vote.

Section 2.3          Associate Members.   Individuals who would normally be Regular Members but find themselves on assignment far from the area serviced by the West Point Society of Oregon yet want to remain affiliated with the Society shall be carried as Associate Members.  Associate Membership shall not convey any voting rights, and carries no obligation to pay dues.

Section 2.4          Auxiliary Members.  Any widow or widower of any deceased graduate may become an Auxiliary Member of the Society by submitting a membership application.  Auxiliary Membership shall not convey any voting rights, and carries no obligation to pay dues.

Section 2.5          Honorary Members.  The Board of Directors may grant to persons of distinction, who may or may not be graduates or former cadets of the Academy, but who by some outstanding and noteworthy service have shown themselves to be in sympathy with the purposes of the Society.  Honorary Membership shall not convey any voting rights, and carries no obligation to pay dues.

ARTICLE III – FINANCES

Section 3.1          Fiscal Year.  The fiscal year of the Society shall start on March 1.

Section 3.2          Scale of Dues.  Annual dues for Regular Membership shall be set at $15.00 per year, due and payable on or after March 1 of each year.  No initiation fee shall be required.

Section 3.3          Changes in Dues.  Increases in annual dues shall be an order of business at the Annual Organizational Meeting requiring an approval of a majority of the Regular Membership providing there is a quorum present.

Section 3.4          Nonprofit/ Tax Exempt.  The Society shall be a 501(c)(3) nonprofit corporation incorporated under the laws of the State of Oregon; it is intended that the Society shall be a tax exempt organization qualified to receive tax exempt, tax deductible donations.

ARTICLE IV – ORGANIZATION

  1. BOARD OF DIRECTORS

 

Section 4.10          Classification/ Number.  The Society shall be governed by an elected Board of Directors comprised of Regular Members.

 

Section 4.11          Terms of Service/ Voting.  Regular members shall be elected to the Board for two-year terms.  As needed, election of Directors shall be held in conjunction with the Annual Organization Meeting.  A majority vote of a quorum of the Regular Membership will be required for election. In case of candidates having a tie vote, the Board (including the outgoing members) shall by its own vote determine the winning candidate.

 

Section 4.12          Nominating Committee.  A Nominating Committee shall be constituted from outgoing Board Members, and at least one candidate shall be nominated for each upcoming vacancy.  Additional nominations may be made from the floor at the Annual Organization Meeting.  In the event of failure to elect sufficient members through a lack of quorum or for any other reason, the terms of the retiring Board members shall be extended automatically until such time as new members can be properly elected.  The terms of such new members, whenever elected, shall expire at the time they would ordinarily expire had they been elected at the Annual Organization Meeting.

 

Section 4.13          Vacancies/ Removal.  Any member may be removed from the Board, with or without cause, by a majority vote of the Regular Members of the Society.  Any vacancy occurring during the business  year shall be filled by a new member elected from the Regular Membership of the Society by a quorum of the remaining members of the Board, and shall serve out the unexpired term of his or her predecessor.

 

Section 4.14          Meetings/ Quorum.  Meetings of the Board may be held at any time upon call of the President or any two members of the Board.  A quorum shall consist of a majority of the members of the Board.

 

Section 4.15          Compensation.  No Board member shall receive compensation or any service he or she may render to the Society.  However, any Board member may be reimbursed for the actual expenses incurred in the performance of his or her duties.

 

Section 4.16          Action Taken without a Meeting.  The Board members shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all members of the Board.  Any action so approved shall have the same effect as though taken at a meeting of the Board.

 

Section 4.17          Governing Law/ Governing Proceedings.  The Society shall be governed in accordance with the laws of the State of Oregon, the Constitution of the Association, and the Constitution and Bylaws of the Society.  Robert’s Rules of Order shall govern the procedure at meetings of the Society.

 

Section 4.18          Interpretation.  The Board shall have the power to interpret the Constitution and the Bylaws of the Society.

 

  1. ELECTION AND APPOINTMENT OF OFFICERS

 

Section 4.20          Enumeration of Officers.  Elected Regular members of the Society shall comprise the Board of Directors; as a minimum they shall be a President, Vice-President, and a Treasurer. Additional officer positions for consideration will be reviewed from time to time and created by resolution and election. Additionally designated officers shall have the same voting rights as the entire Board of Directors.

 

Section 4.21          Election of Officers.  The election of officers shall take place in conjunction with the Annual Organization Meeting.  The Advisor is the immediate Past President, and automatically becomes a member of the Board ex officio when the new President is elected.

 

Section 4.22          Term.  Annual elections shall be held as needed for officers to serve on the Board of Directors.  These elected officers shall hold office for two years or until their successors are duly elected and qualified, unless any shall sooner resign or shall be removed or otherwise disqualified to serve.  Elected officers of the Society are eligible for reelection immediately upon expiration of their previous term of service.

 

Section 4.23          Vacancies.  A vacancy in any office may be filled by appointment by the Board.  The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she replaces.

 

Section 4.24          Multiple Offices. No person shall simultaneously hold more than one officer position except in the case of a special appointment as the affairs of the Society may require, for such a period, have such authority, and perform such duties as determined by the Board.

 

Section 4.25          Special Appointments.  Other appointed officers of the Society shall consist of such committee chairman as the Board may elect.

 

  1. DUTIES OF OFFICERS

 

Section 4.30          President.  The President shall preside at all meetings of the Society and of the Board; shall see that orders and resolutions of the Board are carried out; shall sign any written instruments; shall inspect the books and any other pertinent records maintained by the Vice President and Treasurer at least every six months to insure their accuracy; shall maintain a membership roster and, under the direction of the Board, notify members of matters affecting the Society; and shall submit an annual report to the Association summarizing the Society’s activities over the past year to include the incoming officers, a roster of the membership, and a roster of all graduates and former cadets currently residing in the Society’s area of interest.

 

Section 4.31          Vice President.  The Vice President shall preside during the absence of the President; shall be authorized to sign checks when the Treasurer is not available to do so; and shall be the Chairperson of any Arrangements and Program Committees.

 

Section 4.32          Treasurer.   The Treasurer shall have charge of the funds of the Society, and shall make a report of same at the Annual Organization Meeting; shall bill the membership each year for annual dues; shall receive and deposit in appropriate bank accounts all monies of the Society, and shall disburse such funds as directed by resolution of the Board; shall sign all checks of the Society as principal signatory; shall keep proper books of account, prepare an annual budget, and provide a statement of income and expenditure to be presented to the Board periodically and to the membership at the Annual Organization Meeting.

 

Section 4.34          Board of Directors.  In support of the Society’s many areas of interest, the remaining Board will be comprised of Directors whose charge may change throughout their term.  These elected officers shall be responsible for all matters relating to their designated activities of the Society, as well as general duties of the Board.

  • Communications / Outreach
  • Activities / Events
  • Quartermaster / Logistics
  • Secretary

 

Section 4.35          Advisor.  The Immediate Past President may serve as a member of the Board for two additional years as an advisor to provide continuity to the Society with voice and vote.

 

Section  4.36         Emeritus.  Directors who have distinguished themselves with significant contributions to the Society throughout their service may be appointed with a emeritus status.  They may serve as members of the Board for an indefinite time as an advisor to provide continuity to the Society with voice and vote

 

  1. COMMITTEES.

 

Section 4.40          Standing Committees.  The following standing committees shall be appointed and meet from time to time:

  1. Arrangements and Programs
  2. Nominating
  3. Communications
  4. Annual Organization Meeting and Founders Day

Section 4.41        Special Committees.  As may be appointed by the Board.

ARTICLE V – MEETINGS

  1. SCHEDULE OF MEETINGS

Section 5.10          Annual Meeting.  An Annual Organization Meeting of the Society shall be held for the purposes of electing members to the Board, to receive the reports of officers and committees, and to transact any other business.

Section 5.11          Monthly Meetings.  During the months of September through May, luncheon meetings of the Society will be planned monthly to afford Society members the opportunity to gather for the exchange of ideas; listen to guest speakers on pertinent topics, and to conduct any business as necessary for the good order of the Society.

Section 5.12          Founders Day Dinner.  A dinner in celebration of the founding of the Academy (March 16, 1802) will be held annually.

Section 5.13          Special Meetings.  Special meetings of the Society may be called at any time by the President or the Board.

Section 5.14          Quorum.  A quorum at any meeting of the Society shall consist of ten percent of the Regular Membership.

Section 5.15          The Flag.  The American Flag shall be displayed and honored at meetings of the Society and the Board.

  1. ORDER OF BUSINESS AT MEETINGS

 

Section 5.20          Business to be Transacted.  Any business may be transacted at the Annual Organization Meeting of the Society, provided there is a quorum.  At a special meeting of the Society business shall be confined to that specified in the notice for that meeting.

 

Section 5.21          Order of Business.  The following order shall be the format for the proceedings of any meeting of the Society and the Board:

Call to Order

  1. Reading of minutes and approval of same.
  2. Treasurer’s report.
  3. Correspondence – Bills
  4. Reports of Boards.  Reports of Officers.
  5. Reports of Standing Committees.
  6. Reports of Special Committees.
  7. Special Orders
  8. Unfinished business.  General Orders.
  9. New business.
  10. Announcements.
  11. Adjourn.

ARTICLE VI – AMENDMENTS

Section 6.1          These Bylaws may be amended or changed at any meeting of the Society or of the Board.  A notice of such amendment or change, together with a text thereof, shall be given to the Regular Membership and the members of the Board at least fifteen days prior to the meeting.  A two-thirds vote of the Regular Membership present at the meeting, providing there is a quorum, or a quorum of the Board, shall be necessary to adopt the amendment or change.

 

End of Bylaws

APPROVED 18 May 2011