Chief Petty Officer's Association
Cleveland, OH

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BY-LAWS

Article I

NAME AND MEMBERSHIP

1. Name of Organization

The name of this organization is the Chief Petty Officers Association (CPOA), referred to in these by-laws as "the Association."

2. Classifications of Members

The Association shall consist of three (3) classes of membership as follows:

A. Regular Membership

Any person who has been initiated as a chief petty officer and who is at the time of application for membership in an active duty status, active reserve status, or retired status in the naval service of the United States of America, which shall include members of the United States Navy, United States Marine Corps, and United States Coast Guard, shall be considered as a regular member of the Association. Any regular member admitted to membership in the Association after 1977 shall be assessed an initiation fee to be determined by the Board of Trustees. All regular members shall pay monthly dues as determined by the Board of Trustees, payable in advance, on the date set by the Board of Trustees for each month.

B. Associate Membership

The Board of Trustees may elect Associate Members by a two-third (2/3) vote of the members of the Board of Trustees. Associate Members shall pay dues as determined by the Board of Trustees, which shall be the same as a Regular Memberís dues, [23Sep04 amendment] and shall be entitled to all the privileges of Regular Members, except the right to vote, hold office, or receive a reward for dedication to the association. Any other entitlements [23Sep04] shall be determined by the Board of Trustees. [06Dec10]

C. Honorary Membership

Any person who is the spouse, widow or widower of a regular member shall be eligible for honorary membership in the Association. An honorary member shall be entitled to all of the privileges of the Association and be subject to all of the rules of the Association as determined by the Board of Trustees from time to time, but shall not be entitled to vote on any matter concerning the Association or hold any office in the Association. An honorary member who is the widow or widower of a person who would have been entitled to regular membership if alive, but was not a regular member of this Association, may become an honorary member, but will be assessed an annual maintenance fee as determined by the Board of Trustees for the duration of his or her honorary membership. [06Dec10]

D. Membership Entitlements

Each class of membership shall receive an identification card as evidence of the membership in this Association. After completion of six (6) consecutive years, a regular member, upon retirement, may be rewarded by the Board of Trustees for dedication to the Association.

3. Annual Meeting of Members

The annual meeting of the members of the Association shall be held in the place determined by the Board of Trustees in April each year, for the purpose of electing trustees and for the transaction of such other business as may properly come before the meeting.

4. Notice of Annual Meeting

Notice of the time and place of the annual meeting shall be served, either personally or by mail, not less than ten (10) nor more than forty (40) days before the meeting upon each person who appears upon the books of the Association as a member, and, if mailed, such notice shall be directed to the member at the member's address as it appears on the books of the Association, unless the member shall have filed with the Secretary of the Association a written request that notices intended for the member be mailed to some other address, in which case the notice shall be mailed to the address designated in such request.

5. Special Meetings

Special meetings of the members, other than those regulated by statute, may be called at any time by the President or Vice President or by two trustees, and must be called by the President or Secretary on receipt of the written request of one-third (1/3) of the members of the Association.

6. Notice of Special Meetings

Notice of a special meeting stating the time, place, and purpose thereof shall be served personally or by mail upon each member residing within the United States, not less than five (5) nor more than forty (40) days before such meeting, and, if mailed, such notice shall be directed to each member at the address as it appears in the books or records of the Association, unless the member shall have filed with the Secretary of the Association a written request that notices intended for the member shall be mailed to some other address, in which case the notice shall be mailed to the address designated in such request.

7. Quorum

At any meeting of the Association the presence of one-tenth (1/10) of the regular members in person or by proxy shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the regular members present at any meeting at which there is a quorum shall be the act of the full membership except as may be otherwise specifically provided by statute or by these by-laws. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the regular members present in person or by proxy, without notice other than by announcement at the meeting and without further notice to any absent member. At any reconvened meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

8. Voting

At every meeting of members each regular member shall be entitled to vote in person, or by proxy duly appointed by instrument in writing which is subscribed by such member and which bears a date not more than eleven (11) months prior to such meeting, unless such instrument provides for a longer period. Each regular member of the Association shall be entitled to one vote. The vote for Trustees and, upon the demand of any regular member, the vote upon any question before the meeting, shall be by ballot. All elections shall be had and all questions decided by a majority vote of the regular members present in person or by proxy.

9. Waiver of Notice

Whenever under the provisions of any laws or under the provisions of the Articles of Incorporation or by-laws of this Association, the Association or the Board of Trustees or any committee thereof is authorized to take any action after notice to the members of the Association or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if at any time before or after such action be completed, such requirements be waived in writing by the person or persons entitled to such notice or entitled to participate in the action to be taken or by such member's attorney thereunto authorized.

10. Inspectors of Election

The regular members may at each annual meeting elect or appoint two (2) persons (who need not be members) to serve as inspectors of election, and if any inspectors shall refuse to serve or shall not be present, the meeting may appoint an inspector in such person's place.

11. Removal of Members

A. Removal for Cause. Any member may be removed or suspended from membership by the affirmative vote of two-thirds (2/3) of the Board of Trustees, at a meeting at which such removal is to be voted on, for conduct detrimental to the interests of the Association, for lack of sympathy with its objectives, or refusal to render reasonable assistance in carrying out its purposes. Any such member proposed to be removed is entitled to at least ten (10) days' notice in writing by mail of the meeting at which removal is to be voted upon and shall be entitled to appear before the board and be heard. Failure to appear before the Board shall constitute a waiver for a hearing and an appeal to the general membership.

B. Removal for Non-Payment of Dues, or Non-Participation by Associate Members. After a period of time as determined by the Board of Trustees, a regular member may be dropped from membership for non-payment of dues and a fine as determined by the Board of Trustees shall be imposed for re-instatement as a regular member. An associate member may be dropped from the rolls for purposes of newsletter and other mailings if such associate member fails to participate in any functions or attend any meetings for the period of one year.


Article II

TRUSTEES

1. Election

The business and property of the Association shall be managed and controlled by a Board of Trustees, who shall be elected biennially by the regular members to hold office until the annual meeting of the members at which their term expires, or until the election and qualification of their respective successors, except as hereinafter otherwise provided for filling vacancies. The Trustees must be regular members of the Association and shall be chosen by ballot at such meeting by majority of the votes of the regular members, voting either in person or by proxy.

2. Number

The number of Trustees of the Association shall be six (6), but such number may be increased or decreased by amendment of these by-laws in the manner set forth in Article X hereof When the number of Trustees is so decreased by amendment adopted in accordance with Article X, each Trustee in office shall serve until the trustee's term expires, or until the trustee's resignation or removal as herein provided. The Past President will become an ex-officio member of the Board of Trustees for a period of one term.

3. Resignation

Any Trustee may resign at any time by giving written notice of such resignation to the Board of Trustees.

4. Vacancies

Any vacancy on the Board of Trustees occurring during the year, including a vacancy created by an increase in the number of Trustees by amendment of the by-laws, may be filled for the unexpired portion of the term by the Trustees then serving, although less than a quorum, by affirmative vote of the majority thereof. Any Trustee so elected by the Board of Trustees shall hold office until the next succeeding annual meeting of the members or until the election and qualification of the trustee's successor.

5. Annual Meetings

Immediately after each annual election, the newly elected Trustees may meet forthwith at the principal office of the Association for the purposes of organization, and the transaction of other business, and, if a quorum of the Trustees then be present, no prior notice of such meeting shall be required to be given. The place and time of such first meeting may, however, be fixed by written consent of all the Trustees.

6. Special Meetings

Special meetings of the Board of Trustees may be called by the President or Vice President and must be called by either of them on the written request of any member of the Board.

7. Notice of Meetings

Notice of all Trustees' meetings, except as herein otherwise provided, shall be given by mailing the same at least three (3) days before the meeting to the usual business or residence of the Trustees, but such notice may be waived by any Trustee. Regular meetings of the Board of Trustees may be held without notice at such time and place as shall be determined by the Board. Any business may be transacted at any Trustees' meeting. At any meeting at which every Trustee shall be present, even though without any notice or waiver thereof, any business may be transacted.

8. Chairman

At all meetings of the Board of Trustees, the President, or in the absence of the President, the Vice-President shall preside.

9. Quorum

At all meetings of the Board of Trustees, a majority of the Trustees shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Board of Trustees, except as may be otherwise specifically provided by statute or these by-laws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent Trustee. At any reconvened meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

10. Powers

All the corporate powers, except such as are otherwise provided for in these by-laws and in the laws of the State of Ohio, shall be and are hereby vested in and shall be exercised by the Board of Trustees. The Board of Trustees may by general resolution delegate to committees of their own number, or to officers of the Association, such powers as they may see fit.

11. Removal

Any Trustee may be removed from the Board of Trustees by the affirmative vote of two-thirds (2/3) of the full Board of Trustees, registered in person at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the Association, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any such Trustee proposed to be removed shall be entitled to at least ten (10) days' notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

12. Contracts and Services

The Trustees and officers of the Association may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Association, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Association, notwithstanding that they may also be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, directors, or otherwise; provided, however, that any contract, transaction or act on behalf of the Association in a matter in which the Trustees or officers are personally interested as shareholders, directors, or otherwise shall be at arm's length and not violative of the proscriptions in the Articles of Incorporation against the Association's use or application of its funds for private benefits; and provided further that no contract, transaction, or act shall be taken on behalf of the Association if such contract, transaction or act is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. In no event, however, shall any person or other entity dealing with the Trustees or officers be obligated to inquire into the authority of the Trustees and officers to enter into and consummate any contract, transaction or other action.


Article III

OFFICER

1. Number

The officers of the Association shall be the President, Vice President, Secretary, Treasurer, and such other officers with such powers and duties not inconsistent with these by-laws as may be appointed and determined by the Board of Trustees. Any two offices, except those of President and Vice-President, may be held by the same person.

2. Election, Term of Office and Qualifications

The officers shall be elected biennially by the regular members at the Annual Meeting of said members at which their term expires.

3. Vacancies

In case any office of the Association becomes vacant by death, resignation, retirement, disqualification, or any other cause, a majority of the Trustees then in office, although less than a quorum, may elect an officer to fill such vacancy, and the officer so elected shall hold office and serve until the Annual Meeting of the regular members next succeeding and until the election and qualification of said person's successor.

4. President

The President shall preside at all meetings of the Board of Trustees. The President shall have and exercise general charge and supervision of the affairs of the Association and shall do and perform such other duties as may be assigned to the President by the Board of Trustees.

5. Vice-President

At the request of the President, or in the event of the absence or disability of the President, the Vice-President shall perform duties and possess and exercise the powers of the President; and to the extent authorized by law, the Vice-President shall have such other powers as the Board of Trustees may determine, and shall perform such other duties as may be assigned to the Vice-President by the Board of Trustees.

6. Secretary

The Secretary shall have charge of such books, documents and papers as the Board of Trustees may determine. The Secretary shall attend and keep minutes of all the meetings of the Board of Trustees. He or she shall keep a record, containing the names, alphabetically arranged, of all persons who are members of the Association, showing their places of residence. The Secretary may sign with the President or Vice-President, in the name and on behalf of the Association, any contracts or agreements authorized by the Board of Trustees. He or she shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Trustees, and shall do and perform other duties as may be assigned to the Secretary by the Board of Trustees.

7. Treasurer

The Treasurer shall have the custody of all funds, property, and securities with the Association, subject to such regulations as may be imposed by the Board of Trustees. The Treasurer may be required to give bond for the faithful performance of duties, in such sum and with such sureties as the Board of Trustees may require. When necessary or proper he or she may endorse on behalf of the Association for collection, checks, notes and other obligations and shall deposit the same to the credit of the Association at such bank or banks or depository as the Board of Trustees may designate. The Treasurer shall sign all receipts and vouchers and, together with such other officer or officers, if any, as shall be designated by the Board of Trustees; he or she shall sign all checks of the Association and all bills of exchange and promissory notes issued by the Association, except in cases where the signing and execution thereof shall be expressly designated by the Board of Trustees or by these by-laws to some other officers or agent of the Association. The Treasurer shall make such payments as may be necessary or proper to be made on behalf of the Association. He or she shall enter regularly on the books of the Association to be kept by the Treasurer a full and accurate account of all moneys and obligations received and paid or incurred by him or her for or on account of the Association, and he or she shall exhibit such books at all reasonable times to any Trustee on application at the offices of the Association. At the April meeting of the Board of Trustees the Treasurer shall render a duly audited accounting, copies of which shall have been sent to each Trustee with a notice of such meeting. The Treasurer shall also render a statement at such meeting of the Board of Trustees and shall supply such further information as they shall require in regard to the finances of the Association. He or she shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Trustees.

8. Removal

Any officer may be removed from office by the affirmative vote of two-thirds (2/3) of all the Trustees at any regular or special meeting called for that purpose, for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the Association, or lack of sympathy with its objectives or for refusal to render reasonable assistance in carrying out its purposes. Any officer proposed to be removed shall be entitled to at least ten (10) days' notice in writing by mail of the meeting of the Board of Trustees at which such removal is to be voted upon and shall be entitled to appeal before and be heard by the Board of Trustees at such meeting. Failure to appear before the Board of Trustees shall constitute a waiver for a hearing and an appeal to the regular membership.


Article IV

AGENTS AND REPRESENTATIVES

The Board of Trustees may appoint such agents and representatives of the Association with such powers and to perform such acts or duties on behalf of the Association as the Board of Trustees may see fit, so far as may be consistent with these by-laws, to the extent authorized or permitted by law.\


Article V

CONTRACTS

The Board of Trustees, except as in these by-laws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Trustees, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit, or render it liable monetarily for any purpose or to any amount.


Article VI

EXECUTIVE COMMITTEE

The Executive Committee shall consist of all of the officers of the Association. This committee shall have full power to manage and control the entire business of the Association when the Board of Trustees is not in session. It shall plan for the expenditures of the Association; it shall present a yearly budget and be responsible for investigating and reporting on any suggested and extraordinary expenditures of the Association; it shall report to the Board of Trustees at each regular meeting, it shall employ such employees as may be required to carry out the policies established by the Board of Trustees and shall fix the compensation of such employees subject to the approval of the Board of Trustees.


Article VII

ADVISORY COMMITTEES

The Board of Trustees may appoint from its number, or from among such persons as the Board may see fit, one or more advisory committees, and at any time may appoint additional members thereto. The members of any such committee shall serve at the pleasure of the Board of Trustees. Such advisory committees shall advise with and aid the officers of the Association in all matters designated by the Board of Trustees. Each such committee may, subject to the approval of the Board of Trustees, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure.


Article VIII

FISCAL YEAR

The fiscal year of the Association shall commence on January 1 of each year and end on December 31.


Article IX

PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS

No Member, Trustee, officer or employee of or a Member of a committee of or a person connected with the Association or any other private individual shall receive at any time any of the net earnings or pecuniary profits from the operations of the Association, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Association in effecting any of its purposes as shall be fixed by the Board of Trustees; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Association. All Members of the Association shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Association, whether voluntary or involuntary, the assets of the Association, after all debts have been satisfied, then remaining in the hands of the Board of Trustees shall be distributed, transferred, conveyed, delivered, and paid over in such amounts as the Board of Trustees may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Trustees, exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or to any such organization that would then qualify under the provision of Section 501(c)(7), if such organization is a successor in interest to the Association.


Article X

AMENDMENTS

The Board of Trustees shall have the power to make, alter, amend, and repeal the by-laws of the Association by affirmative vote of the majority of the Board, provided, however, that the action is proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting, except as otherwise provided by law.


Article XI

EXEMPT ACTIVITIES

Notwithstanding any other provisions of these by-laws, no member, Trustee, officer, employee, or representative of this Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501(c)(7) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter by amended.