USS Duncan (DDR 874) Crew & Reunion Association BYLAWS ARTICLE I: Name and Status Section 1: The name of this organization shall be the USS DUNCAN (DDR-874) CREW AND REUNION ASSOCIATION (DCRA), hereinafter referred to as the Association. Section 2: A Certificate of Registration of an unincorporated nonprofit association has been received from the Secretary of State of the State of California. This was Certificate Number 7760 dated July 28, 2000. (See EXHIBIT “A”) Section 3: The Association is a voluntary, not-for-profit association recognized by the State of California as indicated in Section 2. above, and is not a partnership, syndicate, joint venture, or other such organization wherein individual members are liable for the acts of other members without express authorization. The liability of individual members of the Association is intended to be to the extent of their individual membership dues only, and nothing in these Bylaws is to be interpreted as authorizing any member to act as agent or otherwise for any other member and thereby establish liability against an individual member by virtue of the acts of one or several members or in the name of the Association in excess of the member’s share of paid-in surplus dues. ARTICLE 2: Object The object of the Association shall be: A. To promote camaraderie among all former members of the crew, both officer and enlisted, who served aboard the DUNCAN. B. To perpetuate the history of the DUNCAN by annual reunions, photographs, crew recollections, and exchanges between members of the crew. ARTICLE 3: Members Section 1: Members. A. Regular Members. A Regular Member is one who served aboard the DUNCAN, and whose dues are paid. B. Honorary Members. An Honorary Member is an individual who is a former surviving crew member of USS DUNCAN (DD-485). Honorary Members have full membership benefits, including voting, but do not pay any annual dues. Section 2: Application for Membership. Application for membership in the Association shall be made by letter to the Association Secretary, along with the current years’ dues. Application for membership may also be made online on the Duncan website PayPal. Section 3: Good Standing. A member in good standing shall be one whose current dues have been paid, including Honorary Members, in accordance with the provisions of these bylaws, and shall remain in good standing until the member’s name is removed from the official membership roster. Section 4: Resignation. The resignation of a member in good standing shall be submitted by letter sent to the Secretary before March 1 of the year in which the resignation shall become effective. A member who is delinquent may not resign while delinquent. Section 5: Reinstatement. Application by a member to the Secretary for reinstatement, must be accompanied by a reinstatement fee of fifteen dollars ($15.00), plus the current year dues. Reinstatement may also be made online on the Duncan website PayPal ARTICLE 4: Dues, Fees, and Finances Section 1: Dues. A. Annual dues shall be fifteen dollars ($15.00) for Regular Members. B. The membership year shall be from January 1 through December 31. C. Dues shall be payable on or before January 1. D. Members shall pay Association dues directly to the Secretary. Additionally, members may pay dues by credit card via the internet e-mail account PayPal located on the Duncan website. E. Membership shall be delinquent if Association dues have not been received by the Secretary on or before March 1, and membership shall be forfeited if not received by the Secretary on or before April 1. F. Dues from a new member accepted by the Association for the first time between September 1 and January 1 shall apply to the next year’s dues. G. Upon payment of dues, the member will be issued a Membership Card. Section 2: Fees. Fees for reunions and any for-profit activities shall be determined by the Executive Committee. Section 3: Payments. Checks for dues, fees or other financial transactions shall be made payable to USS DUNCAN (DDR-874) CREW AND REUNION ASSOCIATION or DUNCAN ASSOCIATION. Section 4: Budget. A. The proposed annual budget shall be prepared by the Budget/Finance Committee with the assistance of the Treasurer and submitted to the Annual Reunion Meeting for adoption. (See EXHIBIT “B” -- Budget Form) B. Line items in the approved budget, up to the amount budgeted, may be paid without further approval. Approval of amounts over budget and checks over $100.00 is required from the president. (See EXHIBIT “C” -- Request for Payment Voucher form) C. Fiscal Year. The fiscal year shall be from January 1 through December 31. Section 5: Audit. The financial records of the Association shall be audited annually, at any time there is a change in the office of Treasurer, and at other times as directed by the Executive Committee. ARTICLE 5: Officers Section 1: Elected Officers. The elected officers of the Association shall be a president, a first vice-president (membership), a second vice-president (publicity), a secretary, and a treasurer. Section 2: Eligibility. All elected officers shall have served on board the USS DUNCAN (DDR-874) for a minimum period of at least six (06) months. Section 3: Appointed Officer. The parliamentarian shall be the appointed officer. The parliamentarian is appointed by the president. The parliamentarian shall advise the president and other officers, committees, and members on matters of parliamentary procedure. The parliamentarian’s role during a meeting is purely an advisory and consultative one -- since parliamentary law gives to the chair alone the power to rule on questions of order or to answer parliamentary inquiries. Section 4: Term: A. An officer shall serve a term of two (2) years or until the successor is elected or appointed and assumes office. B. Except for the Treasurer, an elected officer shall not serve more than two consecutive terms in the same office. C. An officer serving more than six months in an office shall be said to have served a full term. D. An officer shall hold only one (1) office at a time. An exception to this would be the offices of secretary and treasurer which may be combined if approved at the annual meeting by a majority vote of those members present and voting. Section 5: Vacancies: A. In case of a vacancy in the office of president, the first vice-president shall become president. B. Vacancies in elected offices other than the president shall be filled by the Executive Committee. Section 6: Duties of Officers. Duties for all officers in Section 6, paragraphs A through E, are in addition to those assigned by the Executive Committee and Robert’s Rules of Order Newly Revised, (RONR). A. The President shall: 1. Be the chief executive officer and official spokesman of the Association. 2. Appoint the Parliamentarian and Webmaster, and all standing committees, except the Nominating Committee, with the approval of the Executive Committee, within ten days after the close of the annual meeting. 3. Be responsible for orientation of newly elected officers and committee chairmen to their duties. 4. Be an authorized signatory on checks. 5. Be the authorized signatory of contracts between the Association and any service provider, subject to the approval of the Executive Committee. 6. Be ex-officio a member of all committees except the nominating committee. 7. Be responsible for the moral of the Association. B. The First Vice-President (membership) shall: 1. Act in the absence or inability of the President to serve. 2. Be an authorized signatory on checks. 3. Assume the presidency in the absence, death or resignation of the president. 4. Organize and administer a program to increase the membership of the Association. C. The Second Vice-President (publicity) shall: 1. If the First Vice-President assumes the office of the President, the Second Vice-President will become the First Vice-President. The Executive Committee will then fill the office of Second Vice-President. 2. Organize and administer a program to: a. Further the advancement of the Association. b. Print and mail to the membership such material that will be of interest to members of the Association. D. The Secretary shall: 1. Be an authorized signatory on checks in the absence of the president and first vice-president. 2. Process new members by including their names, addresses, telephone numbers and e-mail address on the Master Membership Listing. 3. After updating the Master Membership Listing, send on the 15th of each month, to the Treasurer, all dues checks which have been received. A negative report is not desired. 4. Within fifteen (15) days following the close of the Annual Meeting, send via the U.S. Postal System, a copy of the ANNUAL MEETING MINUTES. 5. Issue Membership Cards to those members who pay their dues, and to the Honorary Members. (See EXHIBIT “D” -- Membership Card) E. The Treasurer shall: 1. Assume financial responsibilities following election at the Reunion Annual Meeting. 2. Be an authorized signatory on checks. 3. Assist the Budget/Finance Committee in the preparation of the budget. 4. Submit a quarterly report of Association finances to the Executive Committee no later than the last day of the month following the end of the quarter. 5. Submit an Annual Report of Association finances to the Annual Meeting. ARTICLE 6: Nominations and Elections Section 1: Nominations of Officers. A. The Nominating Committee shall report at the Annual Meeting. B. Additional nominations may be made from the floor and shall be accompanied by the consent of the nominee. Section 2: Election of Officers. A. Election shall be by a special ballot listing all nominees, mailed via the U.S. Postal System to each paid Association member within ten (10) days following the annual meeting, together with a return envelope that will require the Member’s signature on the back of the return envelope. B. A majority vote of the membership who have actually voted shall elect. C. For an uncontested office, the president may declare the nominee elected. D. Officers shall assume office on January 1 following the close of the Annual Meeting. Section 3: Election process in general. A. All elections shall be by ballot utilizing the US Postal System. No electronic or e-mail balloting is authorized or permitted. B. Ballots will be mailed with a self-addressed envelope which on the reverse side of the envelope will have spaces for the member’s autographic signature and his printed name. C. The ballot will contain a specific date after which the ballot will be void. D. Upon receipt of the ballot by the Secretary, the ballot will be placed in a receptacle and checked against the master membership listing. E. After the expiration of the date for receipt of the ballots, the ballot envelopes will be opened and the ballots, still folded, will be placed in a receptacle. F. The ballots will be counted and the results posted via mail. Section 4: Nominations and Election of Nominating Committee. A. A Nominating Committee of three (3), plus one (1) alternate, shall be elected at the Annual Meeting. Meetings of the Nominating Committee may be by E-mail, telephone, or U.S. Postal System. B. Nominations shall be made from the floor. C. Election shall be by ballot and a plurality vote shall elect; the three nominees receiving the highest number of votes shall be the committee and the nominee receiving the next highest number of votes shall be the alternate. D. No member may serve more than two (2) consecutive terms. E. The three committee members shall elect their own committee chairman. F. The nominating committee shall select a slate of officers and announce it to all members via the U.S. Postal System thirty (30) days prior to the Annual Meeting. ARTICLE 7: Meetings Section 1: Annual Meeting. A reunion meeting shall be held annually in the month of August or September, at a place determined by the Executive Committee, for the purpose of electing officers, electing a nominating committee, receiving written reports of officers, and transacting such other business as properly comes before it. Section 2: Official Call. Official call of the Annual Meeting, giving time and place, shall be issued by the secretary upon the order of the president, via the U.S. Postal System to the membership, at least six (6) months prior to the Annual Meeting. Included with the Official Call will be all the information and forms necessary for the membership to apply for attendance at the reunion site and return the forms to the secretary. Section 3: Voting Body. The voting body consists of the entire paid membership via the U.S. Postal System for all matters requiring a vote brought about at the annual meeting. Section 4: Voting. No member shall vote in more than one capacity and there shall be no voting by proxy. Section 5: Quorum. A quorum in any capacity whether it be a committee or otherwise shall be a majority of those in attendance. Section 6: Registration Fees/Other. The registration fee for the Annual Meeting shall be determined by the Executive Committee and shall be calculated so that income exceeds expenses. Section 7: Special Meetings. Special meetings other than the Annual Meeting are not authorized. ARTICLE 8: Executive Committee. Section 1: Composition. The Executive Committee shall be composed of the elected officers and the appointed officer of the Association. Section 2: Authority. The Executive Committee shall have general supervision of the affairs of the Association between Annual Meetings of the Association. Section 3: Duties. The Executive Committee shall: A. Conduct business of the Association. B. Approve appointments of the president as provided in these bylaws. C. Serve on the Annual Meeting Committee. D. Perform such other duties as defined in these bylaws. E. Supervise the duties and functions of the webmaster. Section 4: Meetings. The Executive Committee shall: A. Meet immediately following the close of the Annual Meeting to approve the appointments of the president. B. Hold additional meetings at the call of the president or any three (3) members. C. Meetings of the Executive Committee may be held by E-mail, telephone, or the U.S. Postal System. Section 5: Quorum. A quorum of the Executive Committee shall be a majority of the members. ARTICLE 9: Committees. Section 1: Standing Committees.The Standing Committees shall be as needed and required: A. Budget/Finance. B. Bylaws. C. Annual Meeting. D. Ship’s Store. E. Historian. Section 2: Appointment. Chairmen of the Standing Committees shall be appointed by the president, subject to confirmation by the Executive Committee. Section 3: Term. The term of office for Standing Committee Chairmen shall be consistent with that of the elected officers. Section 4: Duties of Standing Committees. A. The Budget/Finance Committee shall: a. Conduct the annual audit for the previous year.b. Prepare the annual budget, with the assistance of the Treasurer. B. The Bylaws Committee shall: a. Review and edit for composition all bylaws amendments. b. Submit the proposed Association bylaws amendments to the Association Annual Meeting, with recommendation(s) for action. c. Utilize the U.S. Postal System for the purpose of advising the membership of proposed bylaws amendments. C. The Annual Meeting Committee shall: a. With the support and assistance of the Executive Committee, plan the Annual Meeting. b. After approval of the plans by the Executive Committee, the Annual Meeting Committee will have the necessary contracts prepared for the signature of the president. c. After such approval by the president, advise the Secretary so that the Official Call may be made in accordance with the provisions contained in Article VII: Meetings, Section 2. D. The Ship’s Store Committee shall: a. Have the Chairman of this Committee referred to as Storekeeper. b. Maintain an inventory of Duncan ball caps and jackets for sale to the membership on an occurrence basis. There may be additional items for sale by this Committee and listings from time to time will be shown on the web site. c. Have the amount of total inventory not exceed $1,500.00 at any one time. d. Have all retail prices of items in inventory approved by the Executive Committee. e. Have delivery of items at the Annual Meeting, and other deliveries may be by the U.S. Postal Service (USPS). Postage is to be paid by the purchaser. f. The inventory shall be maintained on the basis that income shall exceed expenses. g. On or before the tenth (10th) of each month, the Storekeeper shall submit to the Treasurer a report of all sales, plus the checks for these sales so that the Treasurer may deposit the checks into the Association account. E. The Historian shall, with the assistance of the Secretary: a. Act as records archivist. b. Maintain a history book of activities. c. Write a narrative of the year’s activities to be submitted to the Annual Meeting for approval. d. Be responsible for retention of Association records, memorabilia, crew member recollections, photographs, and all other items of Association interest. e. On a continuing basis investigate the probability of issuing a book on the USS DUNCAN (DDR-874) and finding an appropriate publisher. Section 5: Special Committees. Special Committees may be created by the Annual Meeting, or the Executive Committee and shall be appointed by the president. ARTICLE 10: Dissolution In the event of dissolution of the Association, by a majority vote of the entire membership, via the U.S. Postal System, the assets of the Association, including all documents, images, artifacts and including the Association web site, are to be donated to the Gearing Class Destroyer Museum in Orange, Texas, when finalized, for permanent display. The Association monies so donated will assist to help support and maintain DUNCAN properties. ARTICLE 11: Parlimentary Authority The current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority for all matters of procedure not specifically covered by these bylaws. ARTICLE 12: Amendments After discussion of any proposed amendments at the annual meeting, these proposed amendments may be amended by the membership of the Association by a two-thirds (2/3) vote of the members who actually voted by having a ballot mailed to the members via the U.S. Postal System. Proposed amendments to these bylaws must be submitted to the Bylaws Committee Chairman no later than sixty (60) days prior to the Annual Meeting for presentation to the Annual Meeting by the Bylaws Committee with recommendation(s). An emergency amendment may be considered at the Annual Meeting if consent is given by a three-fourths (3/4) vote of the members present for its presentation provided that it arises out of the business of the Annual Meeting. A three-fourths (3/4) vote of the members in attendance at the annual meeting is required for its adoption. EXHIBIT “A” -Certificate of Registration. EXHIBIT “B” - Budget Form. EXHIBIT “C” - Request for Payment Voucher. EXHIBIT “D” - Membership Card. These BYLAWS were approved by vote of the membership held on this the 29th day of May, 2003. President, Bill Featherston Secretary, Ron Lemasters