West Point Society of North Florida
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BY-LAWS

THE WEST POINT SOCIETY OF NORTH FLORIDA, INC.

ARTICLE I — NAME

1.1       The name shall be The West Point Society of North Florida, Inc., hereinafter referred to as the “society”.

ARTICLE II — PURPOSE

2.1       The society shall be a nonprofit organization dedicated to furthering the principles and welfare of the United States Military Academy.

2.2       In accomplishing its purpose, this society serves its community, its country, and the graduates of the Military Academy in the North Florida area.

ARTICLE III — MEMBERSHIP

3.1       Classification:  Membership shall be Regular, Associate, and Honorary.

3.2        Regular Member:

   A.     Any graduate of the United States Military Academy and any former cadet who was honorably discharged from the United States Military Academy after serving at least until the close of the academic half-year immediately following his or her admission, shall be eligible for Regular Membership.

   B.     Regular members shall have paid their current dues.

   C.     Regular members are voting members.

3.3       Associate Member: 

   A.     The following individuals are eligible for Associate Membership.

      (1)  Spouse, widow or widower, parent, sibling, or child of a person eligible for Regular Membership.

      (2)  Cadet, parent or sibling of a cadet.

      (3)  Any individual appointed by the USMA Admissions Office as Liaison Officer, District Representative, Admissions Representative, or any other whatever title he or she may be given by that office.

      (4) Any person who has been on the staff and faculty of the United States Military Academy.

   B.      Associate members shall have paid their current dues.

   C.     Associate Members are voting members.

3.4       Honorary Member:

   A.     Honorary members shall consist of those individuals of distinction who are elected unanimously by the Board of Directors because of outstanding and noteworthy service to their community, country, or to the United States Military Academy. 

   B.      Honorary Members shall not be required to be graduates or former cadets of the United States Military Academy and shall not be required to pay dues. 

   C.     Honorary members are non-voting members.

3.5.      Resignation and Expulsion

   A.     Resignation:  Any member may resign at any time by giving written notice to the Board of Directors.  Such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt. Resignation shall not entitle a member to return of any dues paid.

   B.      Expulsion:  At a meeting of the society duly called in accordance with the Bylaws, a member may be expelled for cause by a two-thirds vote of a quorum of all Regular and Associate Members.  An expelled member may be reinstated by a vote of a majority of a quorum of Regular and Associate Members at a meeting duly called in accordance with the Bylaws.

ARTICLE IV — BOARD OF DIRECTORS

4.1       The governance and management of the society shall be vested in an executive body of at least nine elected Regular or Associate Members known as the Board of Directors, plus any ex-officio Board Members.

   A.     On all questions of interpretation of the By-laws or other rules of the society, the decision of the Board of Directors shall be final unless rescinded by the society at the Annual Business Meeting or at a special meeting called for that purpose.

   B.      The Board of Directors shall have the authority to invest the society’s treasury in whole or in part in the manner it deems prudent.  The Board of Directors shall approve all financial and other obligations of the society.

4.2       Members of the Board shall be elected for a period of three years, one-third being elected each year at the Annual Business Meeting of the society by a majority vote.  In the case of a tie, balloting shall continue until all vacancies have been filled. Board Members are eligible for re-election.

4.3       Each year those Members of the Board serving their second year shall comprise a Nominating Committee and shall nominate one candidate for each of the outgoing Board Members’ vacancies.  Other nominations may be made from the floor at the Annual Business Meeting.  The Nominating Committee shall nominate one candidate for each Officer position to the Board at the first meeting after election.

4.4       If a vacancy occurs during the fiscal year, it shall be filled by a majority vote of a quorum of the Board for the unexpired term.  Failure to attend two consecutive Board Meetings without requesting prior authorization by the President shall be deemed equivalent to tender of resignation.  Excused Board Members may vote by written proxy on specific items on the meeting agenda.

4.5       A regular meeting of the Board shall be held at least once a quarter at the call of the President.

4.6       Special meetings may be held at any time upon call of the President, the Secretary, or any two members of the Board.  At such meetings, business will be confined to that specified in the call for the meeting.

4.7       A quorum of the Board shall consist of five members.

4.8       The Board shall have the power to remit or waive the dues of any member for such period as in their judgment shall be advisable and proper.

4.9       The Board shall submit a report of the affairs of the society at each Annual Business Meeting.  It shall report at other times if called upon to do so by ten or more members in writing.

4.10     In the event of dissolution of the West Point Society of North Florida, all funds and property remaining clear and unencumbered following final receipts and disbursements will be offered to the following organizations in order of priority listed. This list is established to provide alternates in the event of dissolution of the primary organization(s).

   A.     Association of Graduates, United States Military Academy, West Point, NY 10996.

   B.      West Point Fund, United States Military Academy, West Point, NY 10996.

   C.     United States Military Academy, West Point, NY 10996 (Federal Agency).

   D.     The Federal Government of the United States of America.

ARTICLE V — OFFICERS

5.1       The Board at its first meeting following the Annual Business Meeting of the society shall elect Regular and/or Associate Members for all officer positions.  The Nominations Committee shall prepare nominations for all officer positions.

   A.     The officers of the society shall be a President, a Vice President, a Secretary, and a Treasurer.  The Board may elect additional officers as desired, such as Corresponding Secretary, Historian, etc. 

   B.      Elected Officers of the society shall be Board Members with full rights for the term of their office.

   C.     The term of office of each officer shall commence upon election.  The term of office is one year.  Officers may be re-elected. 

5.2       President:

   A.     The President shall normally preside at official meetings of the society.

   B.      He shall appoint the chairmen of committees established by the Board.

   C.     In the event of the temporary absence of the Secretary or Treasurer, the President may appoint another member to perform their duties on a temporary basis. The temporary Treasurer must have the authorization to sign checks for the society accounts.

   D.     He shall perform such other duties as the Board of Directors may assign him. 

   E.      Upon election of his successor, the immediate past President of the society may become an ex-officio member of the Board of Directors with full voting rights of a director for a term of one year unless such past President is already a duly elected director.

5.3       Vice President:  The Vice President shall have such powers and duties as prescribed by the President and will discharge the duties of the President in his absence.

5.4       Secretary:  The Secretary shall be responsible for the following:

   A.     Keeping the minutes of the society and of the Board of Directors.

   B.      Notifying members of the affairs of the society, as determined by the Board.

   C.     Notifying members of the Board of their election.

   D.     Keeping the official records and reports of the society.

   E.      Keeping rosters showing the names and addresses of all eligible persons known to reside in the area of the society, and of all members of the society.

   F.      Collecting membership dues.

   G.     Turning over to the Treasurer as promptly as possible all funds received, with a statement as to the individuals from whom collected and for what purpose.

   H.     Publishing the list of officers of the society, the Board of Directors, the Bylaws, the roster of members, and other items.

5.5       Treasurer:  The Treasurer shall be the custodian of the funds of the society and shall be responsible for the following:

   A.     Disbursing the funds to defray expenses authorized by the Board of Directors.  Each account of the society shall have at least two officers authorized to sign the checks.

   B.      Reporting the status of the society funds at each meeting of the Board.

   C.     Having society accounts reviewed annually under the direction of the Board.

   D.     Presenting an annual financial report to the society in the Treasurer’s report of the Annual Business Meeting.

ARTICLE VI — MEETINGS

6.1       The Annual Business Meeting of the society for election to the Board of Directors, and other business as prescribed in the By-laws, shall be held annually during the Founder’s Day Dinner.

6.2       Special meetings of the Society may be called by the President or upon the written request of ten (10) Regular Members. The Secretary shall give at least seven days prior notice to members.

6.3       The Board will determine the times and places of all society meetings and events.

6.4       A quorum at any meeting of the Society shall consist of 10 percent of the voting Membership.  If any meeting of the society does not reach a quorum, another meeting shall be called within 30 days.

6.5       A Founders Day dinner in celebration of the founding of the Military Academy on March 16, 1802, shall be held annually.

6.6       Business may be transacted as follows:

   A.     At the Annual Business Meeting, or

   B.      At any special meeting, but such business shall be limited to that specific business specified in the call for the meeting, or by unanimous consent of the members present.

6.7       The order of business at the Annual Business Meeting of the society shall be as follows:

   A.     President’s Call to Order; ascertainment of the presence of a quorum.

   B.      The reading of the minutes of the previous meeting, and the Treasurer’s Report.

   C.     Unfinished business.

   D.     Election of new members for the Board of Directors.

   E.      New business.

   F.      Adjournment.

ARTICLE VII — COMMITTEES

7.1       The Board shall have five Standing Committees.  They are:

   A.     Financial and Budget Committee.

   B.      Membership Committee.          

   C.     Program Committee.

   D.     Community and Military Outreach Committee.

   E.      Admissions Committee.

7.2       The Board shall establish Special Committees as it deems necessary.

7.3       At the organizational meeting of the Board of Directors, the President may appoint the Standing Committee Chairmen, and the Chairmen of other Special Committees.

7.4       Duties of the Standing Committees shall include the following:

   A.     The Financial and Budget Committee shall prepare a financial program for the society at the beginning of each fiscal year and shall work with the Treasurer in obtaining funds for the society.

   B.      The Membership Committee shall promote membership in the society and shall stimulate attendance at all meetings.  Each year, before the Annual Business Meeting, the Committee will prepare and distribute a directory of the members.  The Committee shall work with the Secretary to accomplish membership communications.

  C.      The Program Committee shall prepare and recommend to the Board a program of activities for the coming year to include dates and places for these activities.  The Committee shall oversee the planning and execution of all approved activities.

   D.     The Community and Military Outreach Committee shall prepare and recommend to the Board activities that further the goals of the society for outreach in the civilian and military communities, such as recognizing student leadership, public relations activities, military spousal support, and similar activities approved by the Board.

   E.      The Admissions Committee shall prepare and recommend to the Board a program of activities that shall provide direct support to the USMA Admissions Directorate, the Military Academy Liaison Officers (MALO) and Admissions Field Representatives.  This program may include visiting local high schools, meeting counselors, students and parents, supporting College Fairs, providing liaison with both congressional and senatorial Academy Admissions staff personnel, interviewing candidates and submitting recommendations to the Academy on potential candidates. The committee will advise the society on a quarterly basis on the current status of the cadet admissions program, and foster the involvement of individual society members in support of the program.  The Committee shall endeavor to provide representatives of the society and West Point at high school awards ceremonies, and the presentation of Appointments to admitted candidates.

ARTICLE VIII — DUES

8.1       The Board of Directors shall determine membership dues.  Regular and Associate Members shall renew their membership by paying in advance the dues for the coming fiscal year.

8.2       The fiscal year begins January 1 and ends on December 31 of each year. Annual dues for the coming fiscal year are payable in advance.  Annual dues not received by 1 February are overdue, and membership is terminated.  Membership will be restored upon receipt of the current annual dues.

ARTICLE IX — AMENDMENTS

9.1       Amendments to or changes in the Bylaws of the society may be made at any properly called meeting of the society, where the Secretary shall have distributed copies of the proposed amendments and/or changes to the members at least seven days prior to the meeting.

9.2       Changes to the Bylaws of the society shall be made by a majority vote of the members present or represented by proxy at an Annual or Special society meeting.