FOUNDED 1902 CORPUS CHRISTI COUNCIL BYLAWSccnavyleague.org/...NLUSCorpusChristiBylaws2012.pdf · Bylaws Of Navy League Of The U.S, Corpus Christi Council - January 30, 2012. NAVY

Bylaws Of Navy League Of The U.S, Corpus Christi Council - January 30, 2012

NAVY LEAGUE of the UNITED STATES

FOUNDED 1902 Citizens in Support of the Sea Services

CORPUS CHRISTI COUNCIL BYLAWS

Amended and Approved January 30, 2012

Where there is no law, but every person does what is right in their own eyes, there is the least of real liberty.

Henry M. Robert (Robert’s Rules of Order)


Table of Contents ARTICLE I - NAME AND GOVERNING DOCUMENT.................................... 1 Section 1 Name....................................................................................................... 1 Section 2 Governing Documents............................................................................ 1 Section 3 Gender..................................................................................................... 1 ARTICLE II - OBJECT AND PURPOSE.............................................................. 1 Section 1 Object and Purpose................................................................................. 1 ARTICLE III – MEMBERSHIP............................................................................ 1 Sections 1 Classes of Membership........................................................................ 1 Section 2 Dues........................................................................................................ 1 Section 3 Members in Good Standing................................................................... 2 Section 4 Termination of Membership................................................................... 2 ARTICLE IV – PROHIBITIONS.......................................................................... 2 Section 1 Action in Name of Council..................................................................... 2 Section 2 Use of Council Name.............................................................................. 2 Section 3 Political Activities................................................................................... 2 Section 4 Other Activities....................................................................................... 2 ARTICLE V - OFFICERS AND DIRECTORS.................................................... 3 Section 1 Elected Officers….................................................................................. 3 Section 2 – Number of Directors........................................................................... 3 Section 3 – Term of Service.................................................................................... 3

3.1 - Directors.............................................................................................. 3 3.2 – Officers…........................................................................................... 3

Section 4 – Election............................................................................................... 4 4.1 Election of Directors….......................................................................... 4 4.2 Election of Officers…........................................................................... 4 4.3 Election Procedures............................................................................... 4 4.4 Installation of Directors and Officers…................................................ 4

Section 5 -- Resignation of Director or Officer..................................................... 4 Section 6 - Leave of Absence................................................................................ 4 Section 7 Removal of Director or Officer……...................................................... 4 Section 8 Vacancies............................................................................................... 5

8.1 Directors................................................................................................. 5 8.2 Officers................................................................................................... 5


ARTICLE VI - DUTIES OF OFFICERS AND DIRECTORS............................. 5 Section 1 Board of Directors……......................................................................... 5 Section 2 President……......................................................................................... 5 Section 3 Vice Presidents ..................................................................................... 5 Section 4 Secretary................................................................................................ 6 Section 5 Treasurer................................................................................................ 6 Section 6 Assistant Secretaries / Assistant Treasurers…...................................... 6 Section 7 Judge Advocate….................................................................................. 6 Section 8 Chaplain ................................................................................................ 6 Section 9 National Directors ................................................................................. 7 Section 10 Honorary Directors….......................................................................... 7 ARTICLE VII - COMMITTEES AND BOARDS................................................ 7 Section 1 Standing Committees............................................................................. 7

1.1 Executive Committee............................................................................ 7 1.2 Nominating Committee......................................................................... 7 1.3 Finance Committee…........................................................................... 8 1.4 Appointment of Standing Committee Members................................... 8

Section 2 Special Committees…........................................................................... 8 Section 3 Term of Office…................................................................................... 8 Section 4 Chairman .............................................................................................. 8 Section 5 Vacancies .............................................................................................. 8 Section 6 Quorum….............................................................................................. 8 Section 7 Rules...................................................................................................... 8 Section 8 – Advisory Board ................................................................................. 8 ARTICLE VIII – MEETING…............................................................................ 9 Section 1 Board Meetings….................................................................................. 9

1.1 Regular Board Meetings….................................................................... 9 1.2 Special Board Meetings….................................................................... 9 1.3 Board Quorum....................................................................................... 9 1.4 Electronic Meetings…......................................................................... 10 1.5 Notice….............................................................................................. 10 1.6 Waiver of Notice................................................................................. 10

Section 2 General Membership Meetings…....................................................... 10 2.1 Regular Members Meeting.................................................................. 10 2.2 Annual Members Meeting .................................................................. 10 2.3 Quorum .............................................................................................. 10

Section 3 Minutes…............................................................................................ 10


Section 4 Parliamentary Authority….................................................................. 11 ARTICLE IX - FISCAL YEAR AUDITS........................................................... 11 ARTICLE X - EXPENDITURES........................................................................ 11 ARTICLE XI - CONTRACTS, CHECKS, DEPOSITS AND FUNDS.............. 11 Section 1Contracts............................................................................................... 11 Section 2 Checks, Drafts, or Orders for Payment…............................................ 11 Section 3 Deposits ............................................................................................. 11 Section 4 Gifts. ................................................................................................. 11 ARTICLE XII - MISCELLANEOUS................................................................ 11 Section 1. Funds of the Organization................................................................. 11 Section 1 Books and Records.............................................................................. 12 Section 2 Corporate Seal .................................................................................... 12 Section 4 Waiver of Notice…............................................................................. 12 ARTICLE XIII – DISSOLUTION….................................................................. 12 ARTICLE XII – AMENDMENTS…................................................................. 12 Section 1 Power of Members to Amend Bylaws................................................. 12


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ARTICLE I - NAME AND GOVERNING DOCUMENTS Section 1 Name The name of the Council shall be the Navy League of the United States, Corpus Christi Council and herein referred to as the Council. Section 2 Governing Documents In addition to supplementing the Council Articles of Incorporation, these Council Bylaws are intended to supplement the National Bylaws of the Navy League, and regulations governing local Councils as promulgated by the Navy League of the United States. Section 3 Gender Whenever the masculine form is used herein, the feminine form is intended to be included. ARTICLE II - OBJECT AND PURPOSE Section 1 Object and Purpose The objectives will be to carry out in this Council the aims and purposes of the Navy League as established by the National Board of Directors. The Council will follow the National Mission to-

• Educate community leaders about the importance of sea power to our nation's survival and continued prosperity;

• Directly support the men and women serving in the Navy, Marines, Coast Guard and Merchant Marine;

• Support Sea Service family members - the parents, spouses, children and other relatives of service members;

• Support the youth of our communities by giving time, talent and money to the Naval Sea Cadet Corps and Naval & Marine Corps Junior ROTC units.

ARTICLE III - MEMBERSHIP Sections 1 Classes of Membership Classes of membership are as established in the National Bylaws. To be eligible for membership in this Council, one must be a member of the National organization. No person shall be denied membership due to sex, race, color or religion. Section 2 Dues Dues shall be in the amount set by the National organization for each established class of membership; such dues to be paid directly to the National Headquarters.


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Section 3 Members in Good Standing Members whose dues payments are current shall be considered Members in Good Standing, and shall have all resulting rights and privileges of membership, including the right to vote and to serve as Council officers and/or on the Council Board of Directors. Section 4 Termination of Membership An individual's membership shall be terminated for failure to pay required dues or assessments within 30 days of the due date. In addition, a member may resign by forwarding to the National Corporate Secretary, with a copy to the Council President, a resignation in writing. Such resignations shall be effective when received by the National Corporate Secretary or when indicated in the letter of resignation. ARTICLE IV - PROHIBITIONS Section 1 Actions in Name of Council No officer or member of the Council shall undertake in the name of the Council or the Navy League any action intended to prejudice the aims of and the established policies of the Council or the Navy League and no member shall communicate with any Department of the United States Government in the name of the Navy League on general policy matters without the approval of the Council President and the National President. Section 2 Use of Council Name No use may be made of the Navy League name, logo, seal, or other symbol or indicia of the League, including lists of members' names and addresses, for any purpose other than direct fulfillment of the mission of the Navy League. Section 3 Political Activities No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Section 4 Other Activities Notwithstanding any other provision of these articles, the organization shall not carry any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code (or the corresponding provisions of any future Untied States Internal Revenue Law) or (b) by an organization, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or the corresponding provisions of any future United States Internal Revenue Law).


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ARTICLE V - OFFICERS AND DIRECTORS Section 1 Elected Officers This Council shall have the following elected officers; President, 2 or more Vice Presidents, Secretary, and Treasurer. The Board of Directors may elect or appoint such other officers, including one or more assistant secretaries, and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. The Board of Directors may also elect a Judge Advocate and a Chaplain. Any two or more offices may be held by the same person, except the offices of President and Secretary. Vice Presidents should be elected for Legislative Affairs, Education, Membership, Military Affairs and Youth Programs, at a minimum. Additional Vice Presidents may be elected for functional areas as required. During the year, the President may propose to the Board any new Vice President required. Board approval will be required at the next regular meeting or at a Special Meeting called for that purpose. Section 2 – Number of Directors The Board of Directors shall consist of a minimum of 10 but no more than 25 persons as determined by the Board. The Board of Directors shall consist of the Officers, the immediate past President and a minimum of ten (10) elected Directors. During the year, any member of the Board may propose to the Board, additional Officers or Directors required to fill vacancies. After Board approval a confirmation by membership vote at the next meeting will be required. Section 3 – Term of Service 3.1 - Directors Directors of the Council shall serve for terms of three years (3) and until their successors are elected. As nearly as possible, an equal number of terms shall expire each year. The Directors shall be nominated by the Board of Directors of the Council and elected by the membership at the Annual Meeting. Each Director shall serve for a term of three (3) years unless terminated earlier as herein provided. The terms of the elected Directors shall be staggered such that 1/3 of the Directors shall stand for election annually. At the first meeting of the Board of Directors after the adoption of these Bylaws by the Membership of the Council, the Directors shall decide which Directors shall serve for a term of three years, which shall serve for a term of two years and which shall serve for a term of one year. Any Director may be reelected for subsequent three-year terms without limitation. 3.2 - Officers The Officers of this Council shall be elected for a term of one year or until their


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successors are elected. The President shall not be elected for more than two consecutive terms. Other Officers may be reelected for subsequent one-year terms without limitation. Section 4 Election 4.1 Election of Directors Directors will be elected at the Annual Meeting of Members 4.2 Election of Officers The Board of Directors shall hold a meeting immediately after the Annual Meeting and by a majority of those voting elect the Officers. 4.3 Election Procedures Directors and Officers shall be elected by a majority of those members present (General Membership and new Broad of Directors respectively) voting by secret ballot, unless there is but one candidate for an office, in which case, election may be by voice vote. 4.4 Installation of Directors and Officers Installation of new Officers and Directors shall follow the elections. Section 5 Resignation of Director or Officer Any Director or Officer may resign such position at any time, such resignation to be made in writing and to take effect from the time of its receipt by the Council, unless some later time may be fixed in the resignation, and then from that date. The acceptance of the resignation shall not be required to make it effective. Section 6 - Leave of Absence Upon written application to the Board, setting forth good and sufficient cause, a leave of absence may be granted for up to twelve (12) months excusing a Director from attending the regular meetings of the Board. The leave of absence will terminate at the end of the requested period, or upon written notification to the Board by the Director. The granting of a leave of absence does not cause a vacancy on the Board, but the number of Board members will be reduced by one in determining whether a quorum is or is not present. Section 7 Removal of Director or Officer Any Director or Officer may be removed from office, whenever, in its sole judgment and discretion, the best interests of the Council would be served thereby by a vote of two-thirds (2/3rds) of all other Board members then serving, at any duly convened meeting of the Board, provided that written notice of the intention to consider removal of such Director has been included in the notice of the meeting. The individual will be sent a certified letter stating the charges and the time and date of the meeting. No Director shall be removed without having the opportunity to be heard at such meeting.


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Section 8 Vacancies 8.1 Directors Vacancies on the Board of Directors shall be filled by a vote of the remaining Directors. A vacancy shall occur upon the death, resignation, or failure of a Director to attend three (3) consecutive meetings of Directors, whether annual, special or regular; provided however, for good cause, the remaining Directors may re-elect a Director whose position has become vacant from non-attendance. 8.2 Officers In the event of the death, resignation, or removal of an Officer, such vacancy shall be filled by approval of the Board of Directors of a candidate proposed at the next regular or at a Special Meeting called for that purpose. The Officer will serve for the unexpired portion of the term or office replaced ARTICLE VI - DUTIES OF DIRECTORS AND OFFICERS Section 1 Board of Directors The control and management of this Council's assets and affairs shall be vested in the Board of Directors. The Board may adopt bylaws and regulations or delegate its authority to the elected officers and such other Council members as it so desires. Council Bylaws and amendments must be consistent with National Bylaws and with the policies, purposes and objectives of the Navy League. Section 2 President The President shall direct the activities of the Council. The President shall be the principal executive officer of the Council and shall, in general, supervise and oversee all of the business and affairs of the Council. He shall preside at all meetings of the members and of the Board of Directors. He may sign, with the secretary or any other proper officer of the Council authorized by the Board of Directors, any deed, mortgages, bonds, contracts, or other instruments that the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Council; and, in general, he shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time. The President shall assure compliance with National Bylaws and regulations governing local Councils; submit the Council's Annual Report and other reports requested by higher authority; represent the Council in public affairs and in National, Regional and Area organization activities. Section 3 Vice Presidents Vice Presidents shall assist the President as approved by the Board of Directors. Vice Presidents may serve as chairmen of major committees, represent the Council at events, which the Council President is unable to attend, and generally be


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understudying the duties of the Council President. Any vice president shall perform such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Section 4 Secretary The Secretary shall maintain Council records such as Bylaws, minutes of all meetings, election results, and an accurate membership roster, maintain a history of all Council activities including all General Membership opportunities and Council support by month; be custodian of the corporate records and insure that all are posted on the Council website; prepare an annual report to the Council membership; handle correspondence as designated by the President or by the Board of Directors; and provide appropriate notice of meetings. Section 5 Treasurer The Treasurer of the Council shall maintain all financial records of the Council including a record of all receipts and expenditures of Council funds; establish the Council's bank account; prepare and oversee the Council's budget; submit a monthly report to the Board of Directors and an annual report to the membership; prepare the financial portion of the Council's Annual Report; and arrange for the annual audit of the Council's financial matters. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for monies due and payable to the Council and deposit all such monies in the name of the Council in such banks, trust companies, or other depositories as shall be selected by the Board of Directors; insure that the Corporation 501(c)(3) Non-Profit designation of is kept current as well as maintain Corporate status of the Council with the Texas Secretary of State, in general, perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors. Section 6 Assistant Treasurers and Assistant Secretaries The assistant treasurers and assistant secretaries shall perform such duties as shall be assigned to them by the Treasurer or the Secretary or by the Board of Directors. The President will appoint with approval of the Board of Directors. Section 7 Judge Advocate The Judge Advocate shall advise the Council President and Officers on legal matters affecting the Council and interpret bylaws and regulations. The Judge Advocate must be an attorney at law licensed to practice within the State of Texas Section 8 Chaplain The Chaplain shall be the spiritual advisor to the Board of Directors and the Corporation and shall open each meeting of the Membership with a prayer


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Section 9 National Directors “In accordance with National nominating procedures, the regional nominating committee will compare the number of NLUS members in the area/council to the number of members required for one national directorship and give this consideration in order to insure fair National leadership representation” To that end, the Council has the responsibility to find and fill the allocated slots with qualified candidates to fairly represent the size of the Council. The Council President may serve as National Director. Section 10 Honorary Directors The Board of Directors will offer Honorary Directorship to one member of each Community Affiliate. The Honorary Director will be recognized on the Council list of Directors as such. The Honorary Directors will not be counted in the number required for a Quorum and will not vote. Should an Honorary Director desire a more active role in Council decisions, he will be considered by the Board of Directors to be made a full Member. ARTICLE VII - COMMITTEES AND BOARDS Section 1 Standing Committees 1.1 Executive Committee An Executive Committee, of which the President shall be the Chairman, shall be appointed by the President. The immediate past President, Vice Presidents, Secretary, Treasurer and Judge Advocate shall be members of the Executive Committee. The Executive Committee shall handle emergency problems in the operations of the Council. They shall exercise all the powers of the Board of Directors when the Board is not in session subject to ratification by the Board at its next meeting. 1.2 Nominating Committee The Board of Directors shall act as the Nominating Committee for the Council to nominate those individuals to stand for election as Directors and Officers of the Council. Following National procedures, if a Director or Officer is seeking an office higher than the candidate currently holds then he will be interviewed and excused from the discussion and vote. If a current Officer is unopposed then the Officer may be accepted on the slate by voice vote. All nominations must be made at least one month prior to the election of Directors and Officer. Additional Directors may be considered by contacting the Council Secretary at least one week prior to the Annual Meeting of Members. The Council Secretary will electronically inform the Broad. A Special Meeting may be called if issues deem it necessary. 1.3 Finance Committee A Finance Committee, appointed by the President and approved by the Board of


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Directors shall be responsible for providing assistance to the Council in the preparation of a budget and other fiscal matters incidental to the operation of the Council. 1.4 Appointment of Standing Committee Members The President shall appoint the Directors from time to time with such powers and duties as may be delegated by the Board of Directors. Each committee shall determine its own rules of procedure, subject to approval by the Board of Directors. Section 2 Special Committees The Board of Directors may designate one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Council; but the designation of such committees and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual directors, of any responsibility imposed on him or her by law. The Committee Chairman is encouraged to draw other members from the membership to participate Section 3 Term of Office Each member of a committee shall continue as such until the next annual meeting of the members of the Corporation and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. Section 4 Chairman One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members thereof. Section 5 Vacancies Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. Section 6 Quorum Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Section 7 Rules Each committee may adopt rules for its own governance not inconsistent with these bylaws or with rules adopted by the Board of Directors. Section 8 Advisory Board The Council may create an Advisory Board in order to benefit from the experience, background and special talents of certain individuals or to recognize individuals who have rendered outstanding support of our mission. Council membership,


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although preferred, is not a prerequisite for consideration for appointment to the Advisory Board. A vote of a majority of the Directors, at any duly convened meeting of the Board of Directors, provided that written notice of the intention to consider the Advisory Board membership has been included in the notice of the meeting, will elect the proposed Advisory Board member. Advisory Board members serve at the pleasure of the Board of Directors and may attend all open sessions of the Board of Directors, but will not have a vote. ARTICLE VIII – MEETINGS Section 1 Board Meetings 1.1 Regular Board Meetings The Board shall meet at least once each quarter upon call by the President. This Council has maintained a practice of holding a Board Meeting monthly. A day of the month is established for regularity. The day may be changed when in conflict with a holiday to accommodate full attendance of the Board. The membership is invited to attend these Meetings. The Date and Place is published on the Council website, Council Emails and Publications. 1.2 Special Board Meetings Special Board Meetings may be called by the President, any two (2) officers, or by one-third (l/3rd) of the then existing members of the Board of Directors. Notice shall be sent by regular United States mail or by e-mail to the last known address of each Director at least three (3) days before the meeting. Oral notice may be substituted for such written notice if given not later than two (2) days before the meeting. Notice of the time and place of such meeting may be waived in writing by all members of the Board of Directors before or after such meeting, and in such event shall be equivalent to the giving of notice. Attendance of a Director at such meeting shall also constitute a waiver of notice thereof, except where he attends for the announced purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. 1.3 Board Quorum One-third of the number of Directors currently serving shall constitute a Quorum at all regular and special Board Meetings for the transaction of business. A smaller number may adjourn until they can secure the attendance of a quorum. Any annual or special Directors' meeting may be adjourned from time to time by those present, whether a quorum is present or not. 1.4 Electronic Meetings While the majority of business should be conducted during open meetings, electronic voting may take place when necessary. The same rules of voting used during meetings apply to electronic voting. The notice will be sent to all Board Members. The discussion and voting will be done by “Reply to All


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1.5 Notice Whenever written notice is required to be given to any person, it may be given to such person either personally or by sending a copy thereof by first class or express mail, postage prepaid, facsimile transmission, or by e-mail to that person's address (or e-mail address or facsimile number) appearing on the books of the Council, or in the case of Directors (or members of any other body), supplied by that person to the Council for the purpose of notice. If the notice is sent by mail, or by courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail, or deposited with a courier service for delivery to such person or, in the case of email or facsimile, when dispatched. Such notice shall specify the place, day and hour of the meeting and any other information that may be required by the Act or these By-laws. 1.6 Waiver of Notice Any required notice may be waived by the written consent of the person entitled to such notice either before or after the time for giving of notice, and attendance of a person at a meeting shall constitute a waiver of notice, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Section 2 General Membership Meetings 2.1 Regular Members Meeting The general membership of this Council shall meet at least once each quarter upon call by the President. General membership meetings and events are not necessarily to conduct business. Education should be stressed at these events or meetings, 2.2 Annual Members Meeting The Annual Meeting of the Members will be held during the last quarter of the fiscal year, at a location designated by the President with prior timely notice given to the Members (notification no later than 30 days before.) Dissemination of previously approved annual budget will take place at this meeting. At this meeting, the President, Treasurer and Secretary shall submit their annual reports to the members. (Copies of these reports must be sent to National Headquarters with copies to the appropriate Area and Regional Presidents). Election of Council Directors for the subsequent year shall be held at this meeting. The Officers will then be elected by the Board of Directors with Installation of Officers and Directors following. 2.3 Quorum The quorum for Members Meetings will be in accordance with the rules for general Membership meetings as stipulated in Section 4 of this Article. Section 3 Minutes Minutes of all meetings of the Board and General Membership will be recorded by the Secretary, or an Acting Secretary, and copies thereof provided upon request.


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Section 4 Parliamentary Authority The rules set forth in the current edition of Robert's Rules of Order Newly Revised shall govern the Council in all cases that they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order that the Council may adopt. ARTICLE IX - FISCAL YEAR AUDITS The fiscal year shall conform to that of the National Navy League of the United States (currently January 1 through December 31) and an audit of the Council's financial matters shall be held annually within 60 days after the close of the fiscal year. ARTICLE X - EXPENDITURES No money shall be authorized to be expended and no contract or obligation incurred in the name of or on behalf of this Council beyond the money actually in hand, appropriated, and set aside for the purpose. ARTICLE XI: CONTRACTS, CHECKS, DEPOSITS AND FUNDS Section 1Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Council, in addition to the officers so authorized by these bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Council,, and such authority may be general or confined to specific instances. Section 2 Checks, Drafts, or Orders for Payment. All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Council, shall be signed by such Officer or Officers, agent or agents of the Council, and in such manner as shall from time to time be determined by the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer or an assistant treasurer. Section 3 Deposits. All funds of the Council shall be deposited to the credit of the Council, in such banks, trust companies, or other depositaries as the Board of Directors may select. Section 4 Gifts. The Board of Directors may accept on behalf of the Council, any contribution, gift, bequest, or devise for the general purposes, or for any special purpose, of the Corporation. ARTICLE XII – MISCELLANEOUS Section 1 Funds of the Organization No part of the funds of the organization shall inure to the benefit of, or be distributable to its members, directors, officers or other private persons, except that the organization shall be authorized and empowered to pay reasonable


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compensation for services rendered and make payments and distributions in furtherance of Section 501(c)(3) purposes. Section 1 Books and Records The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any Director, or his agent or attorney, for any proper purpose at any reasonable time. Section 2 Corporate Seal The Corporation shall have no corporate seal. Section 4 Waiver of Notice Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the articles of incorporation or the bylaws of the Council, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XIII - DISSOLUTION In the case of revocation of the Council Charter, or dissolution of the Council for any reason, the Board of Directors shall cause to be transferred to the National Treasurer all funds remaining in the treasury of the Council at the time it ceased to exist. ARTICLE XIV – AMENDMENTS Section 1 Power of Members to Amend Bylaws The bylaws of this Council, may be amended, repealed, or added to, or new bylaws may be adopted by a majority of the Board of Directors at any meeting duly called, in whole or in part, for such purpose or any annual meeting. These Bylaws shall not be amended unless the amendment has been approved by the Board of Directors and subsequently confirmed by a two-thirds vote of the members present at a general meeting, in the call for which notice of the proposed amendment has been included. These Bylaws were adopted by resolution of the Board of Directors of the Navy League of the United States, Corpus Christi Council, Inc. on the 30th day of January 2012. Amended and Approved January 30, 2012 Suzy Williams, Council President _____________________________________ Patty Dunn, Council Secretary ________________________________________