BYLAWS OF
    1960 SAILORS ASSOCIATION INC.

A     NONPROFIT CORPORATION ORGANIZED UNDER

    THE LAWS OF THE STATE OF NEVADA

    TABLE OF CONTENTS

ARTICLE I ó NAME AND LOCATION OF PRINCIPAL OFFICE

1.1         Name
1.2         Location

ARTICLE II ó PURPOSE AND POWERS OF THE ASSOCIATION

2.1         Purpose and powers

ARTICLE III ó ASSOCIATION MEMBERSHIP

3.1         Members
              3.1.1     1960 graduates
  
        3.1.2     Other 1960 classmates
3.2         Classes of membership
  
        3.2.1     Active Members
  
                  3.2.1.1     Lifetime Active Members
  
        3.2.2       Inactive Members

ARTICLE IV ó MEETINGS OF MEMBERS

4.1         Annual or regular meetings
4.2         Special meetings
4.3         Quorum at membership meetings
4.4         Voting
4.5         Proxies
4.6         Procedures at membership meetings

ARTICLE V ó DIRECTORS AND THEIR ELECTION, MEETINGS AND DUTIES

5.1         Composition, responsibility and authority of the Board
5.2         Compensation
5.3         Nomination and election of Directors
5.4         Terms of office of Directors
5.5         Resignation or removal and replacement of Directors
5.6         Board meetings
5.7         Proxies and remote attendance by Directors
5.8         Quorum of Directors
5.9         Procedures at Board meetings

ARTICLE VI ó OFFICERS AND THEIR ELECTION AND DUTIES

6.1         Nominations and term of office of Officers
6.2         Election of Officers
6.3         Resignation or removal and replacement of an Officer
6.4         Duties of Officers
              6.4.1      President
              6.4.2      Vice-President
              6.4.3      Secretary
              6.4.4      Treasurer

ARTICLE VII ó COMMITTEES

7.1         Purposes, appointment and constitution of committees
7.2         Committee meetings
7.3         Authority of committees
              7.3.1     Reunion Committee

ARTICLE VIII ó FINANCIAL MATTERS

8.1         Special-purpose funds
8.2         Dues and other revenue sources
    
       8.2.1     Dues allocations
              8.2.2      Dues obligations and invoices
8.3         Depositaries
8.4         Distribution of Association funds
8.5         Fiscal year
8.6         Annual budget
              8.6.1     Budget revisions and variances
8.7         Investments

ARTICLE IX ó AMENDMENT OF BYLAWS

9.1         Amendment of Bylaws

* * * * *

ARTICLE I ó NAME AND LOCATION OF PRINCIPAL OFFICE

1.1     Name

The name of the corporation is 1960 SAILORS ASSOCIATION INC., (hereinafter the "Association") a nonprofit corporation organized and operated under Nevada Revised Statutes ("NRS"), chapter 82. The Association may also use such similar names and related logos and marks as the Board of Directors (hereinafter the "Board") of the Association may from time to time authorize.

1.2     Location

The principal office of the Association shall be the residence of its President and Chair of its Board (initially, Howard B. Levy, at 252 Hickory Hollow Avenue, Las Vegas, Nevada 89123) or such other principal office as the Board may from time to time authorize. Meetings of the members of the Association and the Board may be held at such places as may be designated by the President/Chair.

ARTICLE II ó PURPOSE AND POWERS OF THE ASSOCIATION

2.1     Purpose and powers

The purpose and powers of the Association shall be as set forth in Article III of its Articles of Incorporation and, so long as they are consistent in all material respects therewith, those purposes to be set forth in any mission statement and other resolutions that the Board may adopt from time to time. For reference purposes, Article III of the Associationís Articles of Incorporation reads as follows (may not be amended without filing corresponding amendments in the Articles of Incorporation with the State of Nevada, Office of the Attorney General):

"This Association shall be organized and operated exclusively for pleasure, recreational and other similar nonprofitable purposes intended to provide for and promote personal contact, commingling and fellowship among its members.

"Notwithstanding any other provision of these Articles to the contrary, or in the Bylaws of the Association, the Association shall not carry on any other activities to any extent not permitted to be carried on by, or that would threaten the tax-exempt status of, an organization exempt from federal income tax under Section 501(a) that is described in Section 501(c)(7) of the United States Internal Revenue Code (IRC) or the corresponding provisions of any future revised IRC.

"Accordingly, the Association shall have the following powers:

ĎTo operate as an alumni association whose members collectively constitute the graduating class of 1960 of Oceanside High School, Oceanside, New York, and to plan and promote periodic class reunions, trips and other similar social events for members, to maintain a website that contains, among other things, extensive nostalgic information about our time together in high school days and a class directory to facilitate communications among members, and from time to time to communicate with its members and engage in such other activities that shall be intended primarily to promote emotional ties and fellowship among Association members based on common feelings of fond nostalgia for our shared experiences as adolescents and pride in our home town and high school communities, the Oceanside High School class of 1960, and in this Association.í"

ARTICLE III ó ASSOCIATION MEMBERSHIP

3.1     Members

As set forth in Article VI of the Associationís Articles of Incorporation, the Associationís membership shall be limited to bona fide members of the graduating class of 1960 of Oceanside High School, Oceanside, New York, as determined pursuant to criteria set forth in this paragraph. For purposes of establishing eligibility for Association membership, "bona fide members of the graduating class of 1960 of Oceanside High School" shall be deemed to include:

3.1.1     1960 graduates

Those alumni of Oceanside High School who were graduated with the class of 1960 and listed as graduates in its commencement exercises program booklet dated June 26, 1960 or the 1960 edition of our yearbook, Spindrift.

3.1.2      Other 1960 classmates

Those who attended at least two consecutive years at Oceanside High School or Oceanside Junior High School during the period from September 1954 through June 1960 and who normally would have been graduated from Oceanside High School as a member of the class of 1960 but who for whatever reason did not.

3.2     Classes of membership

The Associationís membership shall be divided into the following two classes:

3.2.1       Active Members

Any person who qualifies for membership under Sec. 3.1 of these Bylaws and who shall have paid his or her current dues, as prescribed by the Board, shall be considered an Active Member. For purposes of this section, any member who has ever paid "Lifetime Dues" as may be established from time-to-time at the discretion of the Board, shall from that time and at all times hence be deemed to have paid his or her current dues. Active Members shall be entitled to vote and to receive such other benefits as the Board may from time to time establish. However, unless the Board decides to seek a membership vote on any other matter, the results of which vote shall solely to obtain a sense of the membership and shall not be binding upon the Board, pursuant to Article VI of the Associationís Articles of Incorporation, voting rights of Active Members shall be limited to the annual election of Directors, to be conducted in accordance with the procedures described in Secs. 4.4 and 5.3 of these Bylaws.

3.2.1.1     Lifetime Active Members

Active Members who have elected to prepay eight (8) yearsí annual dues at any single time shall be designated on the records of the Association as Lifetime Active Members and thereafter shall receive all the rights and privileges of Active Members with no further dues payment obligation for the reminder of their natural lives. There shall be no credit allowed toward the required prepayment for lifetime membership for any annual dues previously paid for prior yearsí membership.

3.2.2        Inactive Members

Any person who qualifies for membership under Sec. 3.1 of these Bylaws and who has not paid his or her current dues shall be considered an Inactive Member. Inactive Members shall not be entitled to serve on Association committees or as Directors or Officers, to nominate prospective Directors, or to receive ballots (see Sec. 4.4) or vote for their election or for any other matter but shall be permitted to receive notice of, and to and participate in, Association-sponsored social events; however, at the sole discretion of the Board, Inactive Members may be required to pay higher admission fees to attend such events than Active Members are.

ARTICLE IV ó MEETINGS OF MEMBERS

4.1         Annual or regular meetings

There shall be no annual or other regular meetings of the members of the Association required.

4.2         Special meetings

Special meetings of the members of the Association shall be held at times and places as may be determined from time to time solely at the discretion of the Board. Written notice of any such meetings shall be provided to Active Members by either e-mail, facsimile or traditional mail, addressed to his/her last known address, facsimile telephone no. or e-mail address, at least thirty (30) days in advance. Personal service of written notice, facsimile written notice, or telephone oral notice, may be used in the place of written mailed, facsimile or e-mailed notice but shall not be required. The purpose of the meeting shall be stated in the notice, regardless of its form. All members may attend any membership meeting, but only Active Members shall be entitled to receive notices, although others may at the option of the Board or individual Directors, and may vote and be counted for quorum purposes.

4.3         Quorum at membership meetings

The physical presence of at least ten (10) Active Members shall constitute a quorum for the transaction of any business at any membership meeting. Active Members present at a duly noticed or otherwise legally held membership meeting at which a quorum was initially present may continue to conduct business until adjournment notwithstanding the subsequent withdrawal of sufficient number of Active Members to reduce attendance to less than the number necessary to constitute a quorum. In the absence of an initial quorum, no business shall be transacted; other than to adjourn the meeting to another time for which other notice need not be given.

4.4         Voting

Voting for the election of Directors shall be in writing and, even if a membership meeting is to be held, shall be by mail, facsimile or e-mail (hereinafter referred to collectively as ďmail ballotsĒ), to be distributed to and returnable by all Active Members by either e-mail, facsimile or traditional mail, addressed to his/her last known address or facsimile telephone no., at least thirty (30) days in advance of the scheduled election date, which ordinarily shall be no later than 30 days prior to the end of the Associationís fiscal year (Sec. 8.5 of these Bylaws), beginning with the fiscal year ending in 2005, or as soon as practical thereafter.   Provision may be made for the submission of e-mail ballots through the Associationís website.  Use of a registered password may be required to authenticate any ballots returned through the Associationís website or otherwise by e-mail or facsimile.  Each Active Member shall be entitled to one vote for each opening on the Board. In the event of any duplicate votes by any Active Member for the same candidate, only one such vote shall be counted, and the other votes shall be considered invalid.  Any Member submitting payment of dues for the ensuing year with or prior to a ballot shall be considered an Active Member for purposes of counting that ballot. Matters to be voted upon other than the election of Directors, such as described in Sec. 3.2.1, above, may be voted upon either in person, at a duly noticed special meeting, or similarly by mail ballot.  Except as otherwise provided in these Bylaws or the Associationís Articles of Incorporation, the vote of a majority of the Active Members voting, either at a duly noticed or otherwise legally held meeting thereof at which a quorum was initially present, or for mail ballots, at least ten (10) authentic mail ballots submitted, shall be necessary for and sufficient to constitute an act of the members of the Association.  If a sufficient number of mail ballots have been received by the announced deadline (Sec. 5.3 of these Bylaws) for the submission of ballots, the balloting shall be automatically closed at 6 p.m. on that day, and no ballots received subsequently shall be counted.  Any election held by mail balloting shall be considered invalid and shall be held open beyond its announced ballot deadline until the tenth ballot is received at which time the balloting shall be declared closed immediately, and no ballots received subsequently shall be counted.  With regard to the election of Directors, once the balloting is closed, the candidate(s) having received the highest number of votes shall be declared duly elected, one at a time in descending order base on the number of votes received, without regard to any majority vote that might otherwise have been required, until all open Board positions have been filled, following which the election shall be declared closed.

4.5         Proxies

Proxies may not be used for purposes of membership voting, in person or by mail ballot, on any matter, obtaining a quorum or any other purpose.

4.6         Procedures at membership meetings

Procedures for conducting meetings shall ordinarily be informal and determined at the sole discretion of the President/Chair or other presiding Officer. However, in the event of a challenge to or dispute with any procedure so adopted, the rules contained in the most current edition of Robert's Rules of Order Newly Revised shall govern the convention in all matters to which they apply, except that in all cases, the President/Chair shall have the same voting power as any other Active Member, and provided they are not inconsistent with these Bylaws or in the Associationís Articles of Incorporation.

ARTICLE V ó DIRECTORS AND THEIR ELECTION, MEETINGS AND DUTIES

5.1         Composition, responsibility and authority of the Board

The governing body of the Association shall be called the Board of Directors (referred to elsewhere herein as the "Board"), and shall be composed of a minimum of three (3), if possible, and a maximum of nine (9) elected (or appointed pursuant Sec. 5.5) Active Members. The Board shall be responsible to perform any and all duties imposed on it by law, the Associationís Articles of Incorporation or these Bylaws. Except as otherwise provided by law, the Associationís Articles of Incorporation or these Bylaws, (i) the Board is invested with complete and unrestrained responsibility and authority in the management of all of the affairs of the Association, and is authorized to exercise its entire corporate authority, and (ii) the vote of a majority of the Directors then present (including pursuant to Sec. 5.7 of these Bylaws) at a duly noticed or otherwise legally held meeting at which a quorum was initially present, or to the extent permitted by law (NRS 82.276), a vote taken without a meeting authorized by written consent of Directors holding at least a majority of the voting power, shall be necessary for and sufficient to constitute the act of the Board.

5.2         Compensation

No Director or Officer of the Association shall receive any compensation for any service he/she may render to the Association, nor may he or she receive any admission to any Association events or any other goods or services provided by the Association to its members at prices less than is charged to other Active Members, except as otherwise provided for in Sec. 8.4 of these Bylaws. However, any Director or Officer may be reimbursed for his/her actual expenses incurred in the performance of his/her duties as a Director or Officer. Reimbursable expenses shall in no event include the cost of travel or lodging in connection with Board or membership meetings or Association-sponsored social events.

5.3         Nomination and election of Directors

The Active Members shall elect Directors annually by mail ballot pursuant to Sec. 4.4 of these Bylaws and such additional election procedures, consistent therewith, as the Board may adopt from time to time.  Except as otherwise specified in these Bylaws, annual elections of Directors shall occur shortly prior to the beginning of each fiscal year.  Each Active Member shall be entitled to vote for one nominee for each vacancy, but may vote only once for any one nominee.  Nominations of prospective Directors to be printed on the mail ballot distributed to Active Members for elections to the Board shall be made by the then standing Directors, including any Directors whose terms are expiring, whether standing for re-election or not.  For any name to be included on a ballot to be provided for use by the Active Members, the Active Member status of the nominee must be verified, and his or her willingness to serve as Director must have been confirmed to the Director making the nomination, prior to distribution of the ballot.  Nominations by Directors shall be submitted as instructed no less than 30 days prior to a scheduled ballot distribution date. The number of nominees to be printed on the mail ballot shall not exceed three candidates for every Board vacancy available to be filled, but not less than one candidate for each of the minimum number of vacancies necessary to achieve a Board of at least three (3) Directors.  The mail ballot shall also provide for up to one write-in candidate for each vacancy, including nominating oneís self, but any votes received for any submitted candidate shall be discarded unless the candidate agrees to become an Active Member.  Ballots distributed shall prominently display instructions including a deadline for their submission, which ordinarily shall be seven (7) days prior to the end of the Associationís fiscal year (Sec. 8.5 of these Bylaws).   The foregoing notwithstanding, at any time there is a vacancy on the Board (i.e., there are fewer than nine (9) Directors) 60 days or more prior to a scheduled ballot mailing, the Board shall have the power to appoint any Active Member to fill such vacancy or vacancies effective immediately by majority vote.

 5.4         Terms of office of Directors

Except as otherwise specified in Sec. 5.5 of these Bylaws, terms of office of Directors shall begin on the later of the day of election or appointment or the first day of the fiscal year immediately following each annual election and be staggered as follows.  Initially, one-third (1/3) of those Directors shall be elected for terms of one (1) full fiscal year, one-third (1/3) of those Directors shall be elected for terms of two (2) full fiscal years, and one-third (1/3) of those Directors shall be elected for terms of three (3) full fiscal years. Thereafter, each Director shall be elected to serve a term of three (3) full fiscal years.  The foregoing notwithstanding, Directorsí terms shall ordinarily end on the last day of the last fiscal year even if elected or appointed after the beginning of a fiscal year and, except as otherwise provided for in Sec. 5.4 of these Bylaws, Directors shall be expected to serve their full terms, or until a qualified successor Director shall be elected, whichever is longer.  If, however, the Board is populated with sufficient continuing Directors to constitute the required minimum of three (3) Directors, a Director whose term is due to expire shall not be expected to continue in office but may do so, if willing, until a qualified successor is elected.  There shall be no limit on the number of successive terms of office for which Directors may be eligible to serve as such.  

5.5         Resignation or removal and replacement of Directors

Any Director may resign at any time, by giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or any later time specified therein and unless otherwise specified therein, the acceptance of the resignation shall not be necessary to make it effective. If any Director should fail, without good cause, to attend any three (3) successive Board meetings or otherwise be determined by majority vote of the Board to have had excessive absences from duly noticed Board meetings, shall be formally requested by letter from the Secretary to resign his or her position on the Board, or to attend the next Board meeting to demonstrate his or her commitment to the Association and to present reasons why he or she should be permitted to continue service as a Director. Following such presentation, if any, the subject Director shall be excused from the meeting, and the remaining Directors shall discuss and then vote on the question of retention or removal. In addition to the possibility of removal for non-attendance, any Director may be similarly removed for good cause as may be determined by the other Directors. Should any Director resign from the Board or cease to be an Active Member, or should any vacancy on the Board arise for any cause whatsoever, the office shall be declared vacant at the next meeting of the Board. At such meeting, the Board (by majority vote) shall have the discretion to appoint a new Director from among the then Active Members to serve for the unexpired term of the Director so replaced.

5.6         Board meetings

Board meetings shall be held at least once each fiscal year, in person or via telephone or internet conferencing or similar technology, such as to enable a Director to hear and participate in Board deliberations from a remote location, at such time or place that the President/Chair may designate, subject to a minimum of thirty (30) daysí written notice, by mail, personal service, facsimile, e-mail, or telephone, such notice to include the principal purpose of the meeting. Any Director may waive notice, or any irregularity therein, either by written waiver or by attendance at the meeting. A more formal, detailed agenda for each Board meeting will be distributed to each Director at least five (5) days prior to the scheduled meeting date.

5.7         Proxies and remote attendance by Directors

Proxies may not be used by Directors for quorum determination, voting or any other purpose. However, attendance at Board meetings via telephonic or live internet conferencing or similar technology, such as to enable a Director to hear and participate in Board deliberations from a remote location, shall be deemed the equivalent of attendance in person for all such purposes.

5.8         Quorum of Directors

At any Board meeting, a majority of the standing Directors shall constitute a quorum for the transaction of business. Directors present at a duly noticed or otherwise legally held Board meeting at which a quorum was initially present may continue to conduct business until adjournment notwithstanding the subsequent withdrawal of sufficient Directors to reduce attendance to less than the number necessary to constitute a quorum. In the absence of a quorum, no business shall be transacted, other than to adjourn the meeting to another time for which other notice need not be given.

5.9         Procedures at Board meetings

Procedures for conducting meetings shall ordinarily be informal and determined at the sole discretion of the President/Chair or other presiding Officer. However, in the event of a challenge to or dispute with any procedure so adopted, the rules contained in the most current edition of Robert's Rules of Order Newly Revised shall govern the convention in all matters to which they apply, except that in all cases, the President/Chair shall have the same voting power as any other Active Member, and provided they are not inconsistent with these Bylaws or in the Associationís Articles of Incorporation. The following shall be the customary order of business at Board meetings:

  • Call to order

  • Approval of minutes

  • Committee reports

  • Old business

  • New business

  • Good of the order

  • Adjournment

ARTICLE VI ó OFFICERS AND THEIR ELECTION AND DUTIES

6.1         Nominations and term of office of Officers

Except in circumstances described in Sec. 6.3 of these Bylaws, the Associationís Officers shall be nominated from among the then standing Directors and elected to their respective offices annually by the Board pursuant to Sec. 6.2 hereof. No prospective Officer shall be nominated unless he or she has previously confirmed his or her willingness to serve to the Director making the nomination. Officers shall consist of a President, a Vice-President (optional at the discretion of the Board), a Secretary and a Treasurer, and shall serve without compensation for their services as such. Officersí terms shall ordinarily be for one full fiscal year or until the next annual election, whichever is longer, and there shall be no limit on the number of successive terms of office for which Officers are eligible to serve as such.

6.2         Election of Officers

The election of Officers by the Directors shall take place as the first order of business at a Board meeting to be convened as soon as practical following each annual election of Directors. The election will be held by first taking nominations for each office in the order set forth in Sec. 6.1, above, and then voting on each such office in that same order. The vote shall be by a show of hands unless any Director requests a vote by secret, written ballot, which ballots shall be counted by an ad hoc committee of two Directors to be selected for that purpose by a vote of all Directors present. A simple majority of the voting Directors is required for election of any Officer. If there are more than two candidates for any office and none obtain a majority of the votes, the two candidates with the largest number of votes will have a run-off election. If there is a tie, the Chair will determine the winner by a flip of a coin.

6.3        Resignation or removal and replacement of an Officer

Any Officer may resign at any time, by giving written notice to the Board, the President or the Secretary. Unless clearly specified in such notice, a resignation as an Officer shall not be understood to mean a resignation as a Director. Such resignation shall take effect on the date of the receipt of such notice or any later time specified therein and unless otherwise specified therein, the acceptance of the resignation shall not be necessary to make it effective. Should any Officer resign, cease to be a Director, or should any vacancy in any office arise for any other cause whatsoever, the office shall be declared vacant at the next meeting of the Board, and at such meeting the President shall (after discussion with other members of the Board) have the sole discretion to appoint a new Officer from among the remaining Directors. Any such appointee shall serve for the unexpired term of the Officer replaced and be subject to re-election thereafter.

6.4         Duties of Officers

The duties of the Officers of the Association shall be as follows:

6.4.1         President

The President shall be the Chief Executive Officer of the Association with the power to supervise and direct the Association's affairs and to execute documents to the extent not specifically entrusted to some other Officer. The President shall preside at all meetings of the members and the Board, thus serving also as Board Chair. The President shall also be the principal spokesperson for and represent the Association or appoint others to do so in specific circumstances including, but not limited to, serving as a liaison to the Oceanside Union Free School District, Oceanside High School and affiliated and other Oceanside community organizations. The President shall also have all powers ordinarily held by those in similar offices as provided by law.

6.4.2         Vice-President

The Vice-President, if any, shall assume the duties of the President during the President's absence including, without limitation, the duty to preside over meetings of the members or the Board and to represent the Association or the President and assist the President in any way such assistance may be requested by either the President or the Board or otherwise becomes obviously necessary. If the office of Vice-President is vacant, such duties shall be assigned to other Officers, as necessary, by the President or if the President is unable to do so, by the Board.

6.4.3         Secretary

The Secretary shall keep and maintain the minutes of all membership and Board Meetings and a membership directory and database. The Secretary shall also provide any required notice of all membership and Board Meetings.

6.4.4        Treasurer

The Treasurer shall serve as the Associationís Chief Financial Officer, and oversee the preparation of the annual budget, select depositaries for the Associationís monetary resources, recommend for approval by the Board investment policies, programs and plans in accordance with Sec. 8.7 of these Bylaws for any investible funds of the Association, prepare or oversee the monthly reconciliation of the Associationís bank accounts and investment accounts, if any, maintain the financial books and records of the Association, and develop and recommend to the Board for adoption in the form of resolutions or, to the extent consistent with such Board resolutions, institute unilaterally, pursuant to his or her responsibility and authority, and monitor the effectiveness of, appropriate internal control policies and procedures designed to safeguard the Associationís resources and to reasonably assure both the preparation of reliable financial reports and compliance with applicable laws, regulations, member-imposed restrictions (see Sec. 8.1 of these Bylaws) and Board policies, as contained in these Bylaws and its resolutions, that have financial implications. In that regard, the Treasurer shall assure that annual federal information returns (Form 990) and any other required regulatory reports are prepared properly and filed timely, shall report on the Association's financial condition at all meetings of the Board, and also shall cause annual financial statements to be prepared in accordance with generally accepted accounting principles and made available timely to the Associationís Board and its Active members.

ARTICLE VII ó COMMITTEES

7.1         Purposes, appointment and constitution of committees

The Board shall designate a standing Reunion Committee (Sec. 7.3.1) and such other committees with such duties as the Board may from time to time determine to be appropriate to assist the Officers and the Board to carry out the purpose of the Association. Committees may either be standing or ad hoc. Each Committee shall be chaired by a Director selected by the Board, and shall have as many other members as may be selected and recruited by and at the discretion of the committee chair from among the other Directors and Active Members of the Association.

7.2         Committee meetings

Each committee shall meet, in person or via telephone or internet conferencing or similar technology, such as to enable a Director to hear and participate in Board deliberations from a remote location, at such times and places as its chair may call, and will report all of its actions to the Board.

7.3         Authority of committees

Except as specified in Sec. 7.3.1 of these Bylaws, each committee shall be authorized only by written resolution of the Board to act on such matters as the Board may from time to time determine. For convenience and clarity in granting Board authorizations to committees, the authorizing Board resolution shall clearly specify, to the extent practical in the circumstances, whether the authority granted the committee for that specific matter is investigatory (study specified item and report back to Board with recommendations) or action (proceed with specified item including expenditures within specified budgetary parameters). Action authorizations requiring expenditures must comply with the internal control policies and procedures governing expenditures, as prescribed by the Treasurer or the Board. To the extent not clearly set forth in an authorizing resolution, each committee chair shall be responsible to consult with the President to determine which, if any, significant decisions of the committee should be brought before the Board for approval before proceeding with any action.

7.3.1         Reunion Committee

The Reunion Committee shall, at all times, be chaired by the Associationís President and shall have at least one other Director among its committee members.  All members of the Board shall receive notice of all Reunion Committee meetings and shall have the opportunity to serve on the Reunion Committee or to attend meetings thereof ex officio at their own discretion.  For that reason, the Reunion Committee shall have full responsibility and unrestricted authority to determine the time, place, scope of activities and to arrange all details of all Association-sponsored class reunions, subject only to (i) budgetary restraints with regard to the expenditure of any funds not reasonably assured to be covered by admission fees charged to attendees, and (ii) approval by the Board for significant related contracts to be entered into by the Association, such as for catering and music.

ARTICLE VIII ó FINANCIAL MATTERS

8.1         Special-purpose funds

The Associationís books of account shall be designed and maintained to provide appropriate accountability for special-purpose funds, utilizing the principles of what is commonly known as "fund accounting." Special-purpose funds shall include a Reunion Fund, a Website Fund and any other special-purpose funds as may be deemed necessary and appropriate from time to time by the Treasurer or the Board to assure proper accountability. Special-purpose funds shall be credited with all dues or other classes of revenues as may be allocated or otherwise designated thereto by the Board or in-substance donations with member-imposed restrictions to such purposes and charged only with expenditures directly attributable to such special-purposes. Expenditures for such special purposes shall be charged to the appropriate special-purpose fund only when the fund balance is positive. Once such special-purpose fund balance is totally depleted, such expenditures shall thereafter be charged to general unrestricted funds until special-purpose funds become available once again. At any given time, such special-purpose funds may contain any combination of permanent or temporary member-restricted funds and board-designated unrestricted funds, each category of which shall be accounted for separately on the books of account and presented separately in the Associationís financial statements in accordance with generally accepted accounting principles. Physical segregation of special-purpose funds, for example, in separate bank accounts shall not be required, but shall be permitted when deemed appropriate for practical access purposes, subject to appropriate prescribed control policies and procedures, but not as a substitute for sound fund accounting practices.

8.2         Dues and other revenue sources

The Associationís routine activities shall be supported from annual membership dues, fees for admission to Association-sponsored events and such other sources as the Board may from time to time determine to be appropriate. Dues invoices shall be available at all times on the Associationís website and shall be provided by e-mail to all members, active and inactive, by e-mail at least annually between May 15 and June 1, each year. In addition, if budgeted funds are available for postage for this purpose, formerly Active Members, who have not renewed their membership by paying their dues by July 1, each year, may receive invoices by traditional mail.

8.2.1         Dues allocations

Unless changed by future action of the Board, 20% of all dues revenues shall be allocated to the Reunion Fund to provide resources that may be used to defray costs incurred in connection with class reunions and similar Association-sponsored social activities not expected to be adequately funded by admission fees, including possible financial assistance to needy members as provided for in Sec. 8.4 of these Bylaws, and 20% shall be allocated to the Website Fund to be used to support further development and maintenance of the Associationís website.

8.2.2         Dues obligations and invoices

Dues obligations for Active Members shall be effective beginning with the Associationís first full fiscal year (Sec. 8.5) ending in 2005.  All dues invoices provided to members by any medium pursuant to Sec. 8.2 shall include notice to members about the allocations described in Sec. 8.2.1 of these Bylaws, thus enabling them to be accounted for under generally accepted accounting principles as restricted contributions. Nevertheless, such invoices shall also contain notice to members that such allocations shall be subject to the Boardís "variance power" as follows:

"The Board of Directors reserves the right to unilaterally redirect these dues allocations for use or uses other than their originally designated purposes if in its sole judgment (without the necessity of the approval of the dues-paying member), use of such funds for the originally designated purpose becomes, in effect, unnecessary, impossible, or inconsistent with the needs of the membership, at large, or the Associationís ability to accomplish its overall purpose."

8.3         Depositaries

All Association funds shall be deposited in the Associationís name into such accounts with financial institutions as may from time to time be selected and maintained by the Treasurer or the Board subject to internal control policies and procedures adopted by resolution of the Board or, to the extent consistent with such Board policies and procedures, instituted by the Treasurer pursuant to his or her responsibility and authority as Chief Financial Officer.

8.4         Distribution of Association funds

Association funds shall be disbursed only in furtherance of the Association purpose, as set forth in Article III of the Associationís Articles of Incorporation and in Sec. 2.1 of these Bylaws, and in all material respects, in compliance with the budgetary controls described in Secs. 8.6 and 8.6.1, and the other applicable internal control policies and procedures described in Sec. 6.4.4, of these Bylaws. As is required for all organizations exempt from federal income tax under Section 501(a), and described in Section 501(c)(7), of the IRC, and as provided for in Article VII of the Associationís Articles of Incorporation, Association funds shall not be expended for, or inure to, the benefit of any member, Director, or Officer of the Association or any private individual. The foregoing notwithstanding, the Board is authorized to allocate, set aside and expend Association resources, in its sole discretion, in accordance with procedures as may be adopted by the Board from time to time to be applied for this purpose, principally by subsidizing travel costs and waiving or discounting event admission fees, so as to provide financial assistance to members who are in need to enable them to attend an Association-sponsored social event, such as a class reunion, if deemed in good faith by the Board to be for the collective benefit of all members who might attend such event and, therefore, clearly in furtherance of the Associationís purpose, that is, "to provide for and promote personal contact, commingling and fellowship among its members."

8.5         Fiscal year

The Association shall maintain its financial books and records, conduct its annual elections of Officers and Directors and assess its membership dues on the basis of a fiscal year ending on June 30.

8.6         Annual budget

The Association shall adopt an annual budget for and in advance of each fiscal year of operation. A proposed budget for the ensuing fiscal year shall be prepared and submitted for deliberation, modification, if necessary, and approval and adoption, to the Board by the Treasurer (or a Budget and Finance Committee to be chaired by the Treasurer) no less than 30 days prior to a scheduled Board meeting at which the proposed budget is to be discussed, which ordinarily shall be no later than 30 days prior to the end of the Associationís fiscal year or as soon as practical thereafter. In preparing the proposed budget, the Treasurer or Budget and Finance Committee shall be expected to consult with and obtain input from the chairs of any committees whose activities are reasonably expected to impact the Associationís budgetary needs and financial performance for the ensuing fiscal year. For ease of monitoring performance against the budget, it shall be prepared on the accrual basis of accounting, presented for approval and adopted in substantially the same format, and although prepared at an appropriate level of detail, shall be summarized for presentation at the same level of detail expected to be presented in the Associationís Statement of Activities to be included in its annual financial statements for the budget year. The annual budget shall not be regarded as absolutely restrictive as to expenditures on a line-by-line basis but shall serve as a general plan and as a control device only on an overall basis.

8.6.1         Budget revisions and variances

Except in extreme circumstances as may be determined by the Board, it shall be the general policy of this Association not to permit revisions to its annual budget, once approved and adopted but, instead, significant variances may be approved from time to time by action of the Board as circumstances warrant it, depending upon perceived needs and the extent of funds available for intended purposes. The approval of such budget variances, and budget revisions, if any, shall be recorded in the minutes of the appropriate Board meetings.

8.7         Investments

In the event the Association shall have accumulated financial resources substantially in excess of its foreseeable short- or medium-term cash outflow needs, it shall be incumbent upon the Treasurer to develop a proposed formal investment policy and an investment program or plan consistent therewith to present to the Board for its deliberation and possible approval. In the meantime, the Treasurer shall be authorized to invest Association funds in excess of its relatively short-term operating needs only in highly liquid, relatively risk free, short-term, interest bearing vehicles, such as money market accounts or funds, or certificates of deposit or U.S. Treasury bills, with reputable banks or other financial institutions (for example, securities brokerage firms), that are known to be financially sound.

ARTICLE IX ó AMENDMENT OF BYLAWS

9.1 Amendment of Bylaws

These Bylaws may be amended only by a two-thirds (2/3) vote of the Directors, provided that a copy of the proposed amendment(s) shall be provided to each Director within thirty (30) days prior to such vote, either (i) taken of by those then present at a duly noticed or otherwise legally held Board meeting at which a quorum was initially present (including pursuant to Sec. 5.7 of these Bylaws), or (ii) taken without a meeting authorized by written consent of Directors holding at least two-thirds (2/3) of the voting power; to the extent permitted by law (NRS 82.276).

* * * * *

THE FOREGOING BYLAWS WERE DULY READ, CONSIDERED, AND APPROVED BY THE SOLE MEMBER OF THE BOARD OF DIRECTORS ON THE 21ST DAY OF FEBRUARY, 2004.

IN WITNESS WHEREOF, the undersigned has subscribed this instrument as President and Secretary of the Association on the day and year above written.

1960 SAILORS ASSOCIATION INC.

By:   /S/  Howard B. Levy                        
      President and Secretary                                   

 252 Hickory Hollow, Las Vegas, Nevada 89123-1177 ē 702/279-5389
 

 

 

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