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Updated: 16 January 1994

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Article I: Membership

1.1 Requirements for Membership: Membership shall be open to U.S. Navy Officers on active duty, officers in the U.S. Navy Reserve, those on any of the official U.S. Navy Retired Lists, and formerly honorably discharged Navy Officers who, after having served on active duty in the enlisted ranks of the United States Navy or Navy Reserve, for a minimum of three years, have risen from enlisted (sursum ab ordine) to the officer ranks through an inservice procurement program, and served as commissioned or warrant officers in the United States Navy. It includes both men and women. They are and shall be known as “Mustangs.”

1.2 Charter Members: Charter Members are the members whose application, first year’s dues and initiation fees were received and were accepted into membership prior to 31 December 1989, and have maintained their membership current since their original initiation date

1.3 Honorary Members: Honorary membership may be conferred upon a distinguished person. The Board of Directors shall confer or revoke honorary memberships by a majority vote. Honorary members shall have all the privileges of members, except the right to vote (unless otherwise qualified), and shall be exempt from payment of dues.

1.4 Regular Members: Regular members are those qualified members whose applications for membership were received and accepted subsequent to 31 December 1989.

1.5 Life Members: Life membership may be awarded or granted to any Charter Member, Honorary Member, or Regular Member who meets the criteria established by the Board of Directors.

1.6 Termination of Membership: Members may terminate voluntarily or be terminated involuntarily.

  1. 1.6.1 Any member may resign from the Navy Mustang Association upon written notification to the Secretary. A member who has resigned may be reinstated after filing a new application for membership.
  2. 1.6.2 Any member may be expelled by two-thirds vote of the Board of Directors for conduct unbecoming a member or prejudicial to the aims or repute of the Navy Mustang Association, after notice and opportunity for a hearing are afforded the member complained against.
  3. 1.6.3 Failure to pay dues will result in loss of membership. Membership will be terminated six months after due date if dues are not paid. Members who have been dropped from membership for nonpayment of dues may be reinstated upon payment of dues for the current year.

1.7 Disputes: Any dispute as to the eligibility for membership of any applicant shall be referred to the Board of Directors for review. The decision of the Board of Directors shall be final.

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Article II: Meetings of Members

2.1 Annual Meetings: The members shall meet annually for the election of Officers and/or Directors and for the transaction of such other business as may properly come before the meeting. The time and place of the annual meeting shall be fixed by the Board of Directors and notice thereof mailed to each member.

2.2 Notice of Meeting: Written notice stating the date, place and hour of the annual meetings will be published in the NMA Pony Express, the official publication of the Navy Mustang Association, to be delivered not less than sixty days before the date of such meeting.

2.3 Voting Procedures: Voting on issues at the meeting may be by show of hands to determine a majority. Voting on the election of Officers and Directors shall be by written ballot. Absentee ballots cast through the U.S. Mail will be accepted.

2.4 Quorum: The active members present at the scheduled annual meeting shall be deemed to be representative and shall constitute a quorum for the transaction of business.

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Article III: Board of Directors

3.1 Constitution: The voting members of the Board of Directors shall consist of the elected Officers and not less than five (5) nor more than nine (9) Directors of the Association. The Immediate Past President of the Association shall be a non-voting member of the Board of Directors.

3.2 Term of Office: The term of office for all elected officers and members of the Board of Directors shall be three years. The terms of office of the elected Directors shall be staggered so that not more than 1/3 of the Directors will be elected at one time.

3.3 Nomination and Election: A Nominating Committee shall be appointed by the incumbent President and formed from those members desiring to serve. The Nominating Committee shall nominate a President, Vice President, Secretary, Treasurer, and as many Directors as are required to maintain the lawful membership of the Board of Directors.

3.4 Qualifications: All members of the Board of Directors must be members in good standing in the Navy Mustang Association. Candidates for election to the Board must possess the capability and willingness to serve for the term of office.

3.5 Executive Committee: The Board of Directors shall elect from among its members an Executive Committee consisting of three Directors who shall govern the Association between meetings of the Board and of the general membership.

3.6 Removal of Officers or Directors: Any Director or Officer may be removed from office for just cause by the affirmative vote of two-thirds of the Board of Directors. Just cause shall consist of: (1) conduct unbecoming an officer which is detrimental to the interests of the Navy Mustang Association; (2) non-performance of assigned duties. The Officer or Director proposed to be removed shall be notified in writing by the President and shall be entitled to appear before the Board of Directors and be heard.

3.7 Vacancies: The President in office shall have the authority to appoint a replacement Officer to fill a vacancy resulting from the disability, resignation, or removal for cause. The terms of appointment shall be to serve the remaining term of the office to which the Officer is appointed. Such appointment must be approved by a majority vote of the remaining Board of Directors.

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Article IV: Meeting of the Board of Directors

4.1 Regular Meetings: The Board of Directors shall meet at least once a year. This meeting shall be after the annual election, at the site of, and in conjunction with the Annual Meeting.

4.2 Special Meetings: Special meetings of the Board of Directors may be called by the President, or upon petition by three or more members of the Board of Directors.

4.3 Notice of Meetings: Notice of, and agenda for, all meetings shall be sent to all members of the Board of Directors before the scheduled meeting.

4.4 Quorum: The presence of not less than five of the voting members of the Board of Directors shall be required in order to conduct business of the Association. (Conference telephone call will constitute a valid meeting of the Board.)

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Article V: Officers

5.1 Officers Enumerated: The Officers of the Navy Mustang Association shall include, as a minimum, a President, a Vice President, a Secretary, and a Treasurer. The Officers shall be elected by the membership. The Officers of the Association shall also serve as Officers of the Navy Mustang Association, Incorporated, and shall constitute the registered Board of Directors of the Corporation.

5.2 The President: The President shall serve as the Chairman of the Board of the Navy Mustang Association. He/she shall preside at meetings of the membership and Board of Directors. The President shall, with the advice and counsel of the Board of Directors, determine all committees; select all chairmen; and assist in the selection of committee members, subject to approval of the Board of Directors. The President shall, with the advice and approval of the Board of Directors, appoint a Historian, Chaplain, and other functionaries, to serve at the pleasure of the Board of Directors.

5.3 Vice President: The duties of the Vice President shall be such as the title by general usage would indicate, and such as required by law, as well as those that may be assigned him by the President and Board of Directors. The Vice President shall preside at all meetings of the membership or Board of Directors in the absence of the President.

5.4 Secretary: The Secretary shall be the chief administrative officer of the Corporation. He/she shall serve as Secretary of the Corporation, and shall be responsible for all correspondence, reports, and filings required by the Commonwealth of Virginia. The Secretary shall also serve as the Secretary to the Board of Directors, and shall cause to be prepared notices and minutes of meetings of the Board.

5.5 Treasurer: The Treasurer shall be responsible for the financial management of the Navy Mustang Association. He/she shall ensure the funds are kept on deposit in financial institutions approved by the Board of Directors. The Treasurer shall cause to be kept all financial records of the Association, and ensure the financial transactions of the Association are conducted in a business-like fashion. He/she shall ensure that appropriate tax returns are filed. The Treasurer shall Chair the Finance Committee and prepare the annual budget for the Association.

5.6 Absence or Disability of the President: In the absence or disability of the President, the Vice President shall act as President.

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Article VI: Committees

6.1 Standing Committees: There shall be eight Standing Committees with committee chairmen assigned from the Board of Directors or appointed by the President after approval by the Board of Directors. Each committee shall consist of not less than three members. Any of these committees may be placed in an “inactive” status when the Board of Directors determines there is no immediate requirement for them to provide input to the management of the Association’s affairs. Standing committees are as follows:

  1. Steering
  2. Finance
  3. Resource Development
  4. Public Relations
  5. Historical
  6. Building
  7. Annual Meeting
  8. Nominating

6.1.1 Steering Committee: The Steering Committee shall consist of members experienced in program planning, forecasting, and organizational development. The committee shall identify and promote programs necessary to fulfill the basic objectives of the Association as defined in Article 2 - PURPOSE of the Articles of Incorporation. Major policy recommendations should emerge from this committee because its primary duty is to study how the Association can best serve the needs of the membership. They shall review the Bylaws of the Association and recommend to the Board of Directors changes necessary for the good of the Association. They must work closely with the Finance Committee to determine the resources needed to support the Association’s programs. They may also provide input to the Public Relations Committee.

6.1.2 Finance Committee: The Finance Committee shall be responsible to oversee the finances and assets of the Association, including the allocation of its total resources. The committee shall review the quarterly financial statements and conduct an annual audit of the financial records and ledgers. The committee shall prepare the annual budget for approval by the Board of Directors. When possible this committee should include members who are experienced in accounting for nonprofit organizations.

6.1.3 Resource Development Committee: The Resource Development Committee shall be responsible for all fund raising activities. The committee shall develop and recommend a philosophy of fund development to the Board of Directors. While the Board of Directors is responsible for the solvency of the Association, the committee shall ensure that the necessary funds are raised to conduct its business. This charge includes both cash and other resources such as donated goods and services. When possible this committee should include members with talents for raising money.

6.1.4 Public Relations Committee: The Public Relations Committee shall set specific and general public relations policy and objectives. They shall assist in accessing media representation and shall control the issuance of press releases. The committee shall contact other associations with regard to placing advertisements in their journal or newsletters on a reciprocal basis. They shall maintain contact with BUPERS and CHINFO and review news distributed by same for possible inclusion in the NMA Pony Express. This committee shall examine our publishing capabilities with the goal of devising the best and most economical means of publishing our quarterly newsletter and annual year book and membership directory. The committee shall set standards for advertising in our publications. It is highly desirable for members of this committee to have organizational development skills, be familiar with the news media, have journalistic skills and political knowledge.

6.1.5 Historical Committee: The Historical Committee shall be responsible for the acquisition and preservation of the historical records and assets of the Association. The committee shall establish and maintain the archives and repository for all historical information and materials contributed by members and other sources.

6.1.6 Building Committee: The Building Committee shall be responsible for the oversight of the overall building program of the Association. The committee shall supervise the building program of the Association. The committee shall supervise the building fund raising program, building plans, land acquisition, construction, operation, and maintenance.

6.1.7 Annual Meeting Committee: An Annual Meeting Committee shall be established in preparation for the next annual meeting as a matter of business for each annual meeting session. Each committee shall be appointed 12 to 18 months before the proposed annual meeting and consist of members residing in the general area where the meeting is to be held. These committees shall be charged with planning for and hosting the annual meeting.

6.1.8 Nominating Committee: The Nominating Committee shall prepare a slate of Officers and Directors to fill vacancies on the Board of Directors. The Nominating Committee shall call for nominations from the membership at least three months before the annual election meeting and prepare a slate of candidates consisting of at least two candidates for each vacancy. The Nominating Committee shall accept and review nominations from the membership and applications from those desiring to serve as Officers and Directors, and will publish the slate of qualified candidates at least six weeks prior to the elections. The committee shall conduct the election at the annual meeting of the membership. Conduct of the election shall include introduction of the candidates, distribution and tallying of ballots, recording and reporting of the results.

6.2 Special Committees: Special committees may be formed to perform special tasks and will be dissolved at the completion of the assigned task. The committee chairman shall be appointed by the President with the approval of the Board of Directors.

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Article VII: Financial Provisions

7.1 Fiscal Year: The fiscal year for the Association shall be 1 January to 31 December.

7.2 Financial Books and Records: The Association shall keep current and complete books and records of all accounts of the Association, its committees and other activities. All financial books and records shall be kept at the registered office and a financial statement published annually to the membership.

7.3 Reports and Tax Returns: The Association shall prepare quarterly financial reports which show its current financial status, including expenditures vs. budget, for review by the Board of Directors. The Association shall have prepared and filed the necessary Federal and State tax returns.

7.4 Tax Exempt Status: The Navy Mustang Association will take the necessary steps to qualify as a tax-exempt organization under section 501(c)(3) of the IRS Code. Once obtained, the Association shall take all necessary actions to protect the tax-exempt status.

7.5 Membership Dues: The annual fee for membership in the Navy Mustang Association will be set and published by the Board of Directors. All money received from regular membership fees shall be placed in the General Fund. Advanced payments received for future year’s dues will be placed in a separate account from which they will be drawn as members normal renewal date comes due. For this assessment each member will receive:

  • Membership Card
  • Membership Certificate
  • Four Quarterly Newsletters
  • Annual Yearbook and Membership Directory

Extended term memberships and Life membership fees may be established by resolution of the Board of Directors.

7.6 Other Income: Other funds may be received from endowments, contributions or through special fund raising activities. Such funds, when designated for special purposes, shall be maintained in separate accounts.

7.7 Fund Raising Activities: The Association may initiate fund raising activities to support the operation of the organization and such other causes as may be approved by the Board of Directors.

7.8 Business Activities: The Association has certain business activities and business expenses incidental to the operation and administration of the Association. These expenses shall be enumerated in the annual budget and approved by the Board of Directors. Unexpected or emergency expenses not in the budget may be approved by the Executive Committee, subject to subsequent validation by the Board of Directors.

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Article VIII: Administration

8.1 Executive Director: Until such time that the Navy Mustang Association can afford to employ a paid Executive Director, the elected Secretary of the Association will act in that capacity. When it is within the financial capability and the best interest of the Association, an Executive Director may be hired as an employee of the Navy Mustang Association, and will receive such compensation as may be determined annually by the Board of Directors. The Executive Director shall maintain the national headquarters office, handle any daily operation, and maintain records of the Association. With the assistance of the Treasurer and Finance Committee, he/she shall be responsible for the preparation of an operating budget covering all activities of the Navy Mustang Association for review by and approval of the Board of Directors. He/she shall be responsible for approving all expenditures within the approved budget allocation. Any disbursements exceeding budget, or disbursements from other than the General Operating Fund, shall require approval of the Executive Committee or Board of Directors. The Executive Director shall maintain the corporate seal and affix the same to certificates of membership and other proper documents. He/she shall be responsible for maintaining the membership register and records of membership. He/she shall sign and execute with the President all deeds, bonds, contracts, and other obligations, or instruments, in the name of the Association, subject to the conditions of Section 8.8 of these Bylaws.

8.2 Records: The Navy Mustang Association shall keep current at its registered office all records, minutes and proceedings of its membership meetings, Board of Directors meetings and committee meetings. The Association shall maintain a register of the names and addresses of all members.

8.3 Amendment of Bylaws: These Bylaws may be amended, altered, or repealed by a majority vote of the general membership, not merely by a majority vote of members attending a meeting of the membership. The method of voting shall be by written ballot. A majority vote shall consist of at least one more than half the votes received by the announced deadline. All members in good standing shall be given advanced notice of the proposed action and afforded the opportunity to vote by U.S. Mail.

8.4 Representation at other Associations: The President may appoint a member to represent the Navy Mustang Association at other associations.

8.5 Publicity and Publications: The Navy Mustang Association’s newsletter NMA Pony Express shall be the official publication of the Association. The Publisher of the NMA Pony Express shall be responsible for budgeting, scheduling, production, and distribution. Editorial content and format shall be the responsibility of the Editor. News releases and other publicity may be prepared by any Officer or Director. All such releases shall be coordinated with and distributed by the office of the Secretary (Executive Director if position is activated).

8.6 Submission of Resolutions: All resolutions shall be submitted in writing to the Secretary (Executive Director if position is activated) at least sixty days before the meeting at which they will be considered.

8.7 Rules of Procedure: The rules of procedure at meetings of the Board of Directors or membership shall be the rules contained in Parliamentary Law for Nonprofit Organizations, by Howard L. Oleck, 1979 Edition, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation, or with any resolution of the Board of Directors.

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Article IX: Miscellaneous Provisions

9.1 Chapters: Upon application, the Board of Directors may approve the establishment of unincorporated local Chapters of the Navy Mustang Association, Inc. Bylaws of such local Chapters shall be approved by the Board of Directors and shall be in consonance with the Articles of Incorporation and these Bylaws. Chapter membership shall be limited to active members of the National Association.

9.2 Chapter Representation: Duly elected Chapter Presidents will be non-voting members of the Board of Directors.

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