Constitution

CONSTITUTION AND BY-LAWS OF THE WEST POINT SOCIETY OF WASHINGTON AND PUGET SOUND

ARTICLE I – NAME

A.  The name of this society shall be the West Point Society of Washington and Puget Sound.

B. The Society is located in the Puget Sound region and its activities are largely confined to the State of Washington.  However, there is no geographical restriction as to membership or as to activities.

 ARTICLE II – PURPOSE

 The Society shall be a nonprofit organization dedicated to the furthering of the principles and welfare of-the United States Military Academy and to the promotion of good fellowship among its graduates and supporters.

 ARTICLE III – MEMBERSHIP

 A. There shall be two classes of membership.

 1. Regular Membership – Any graduate of the USMA or any ex-cadet of the USMA who was honorably separated therefrom is eligible for regular membership.

 2. Honorary Membership – There are two categories of Honorary Membership, neither of which requires the person to be a graduate or former cadet of the Military Academy: (a) Designated and (b) Automatic and Ex-officio.

 a. Designated Category.  The Honorary Members in this category are so designated (for life) through election by three-fourths vote of the Board of Governors.  Three Regular Members may at any time submit a nomination for Honorary Membership of this category for consideration by the Board of Governors at its next meeting.  A person who meets either of the following criteria is eligible for consideration:

 (1) A person who has gained distinction because of outstanding and noteworthy service to his/her community, to the country, or to the United States Military Academy.

 (2) A person who, by his or her efforts, time, or service, has significantly assisted the West Point Society of Washington and Puget Sound in its activities.

 b. Automatic and Ex-officio Category.  The Honorary Members in this category must meet either of the following criteria:

 (1) A surviving spouse of a deceased Regular Member.

 (2) An individual appointed by the USMA Admissions Office as District Representative, Liaison officer, or Admissions Representative or whatever title may be given to that office.  This membership shall be effective for the duration of the assignment and may be continued thereafter with the mutual consent of the member and the Board of Governors.

 (3) Paying members of a West Point Parents Club are automatically honorary members.

 B. Dues

 1. Dues shall be fixed, and changed as deemed advisable, by the Board of Governors in time to be promulgated in a bulletin before the beginning of the fiscal year in which the new dues are effective.  The fiscal year shall begin on April 1 and end on March 31.

 2. Regular Members shall renew their membership by paying in advance the dues for that fiscal year as fixed by the Board of Governors.

 3. A Member shall be declared delinquent in his dues if he is more than one year in arrears and has not responded to at least two reminders of his pending delinquency and has offered no acceptable explanation as determined by the treasurer.

 4. Honorary Members shall not be required to pay dues.

C. Voting Rights.

1. Only Regular Members who have not been declared delinquent in their payment of dues shall have the right to vote.

2. A quorum is 50% of the Regular Members either present or voting by proxy (via email or mail).

 D. Resignation and Expulsion.

 1. A member may resign at any time by giving written notice to the Secretary.  Such resignation shall take effect at the time specified therein or, if no time be specified, upon receipt.

 2. A member may be expelled for cause by a two-thirds vote of a quorum of Regular Members at a meeting called in accordance with this Constitution and By-Laws.  An expelled member may be reinstated by a vote of a majority of a quorum of Regular Members at a meeting called in accordance with this Constitution and By-Laws.

 ARTICLE IV – BOARD OF GOVERNORS

 A. Composition, Functions, Elections, and Meetings.

 1. The government and management of the Society shall be vested in an executive body of eleven of its Regular Members known as the Board of Governors.  On all questions of interpretation of this Constitution and By-Laws or other rules promulgated by the Society, the decision of the Board shall be final unless rescinded by the Society at a Business Meeting or at a Special Meeting called for that purpose.

 2. The Treasurer shall maintain any funds of the society in a Federally insured checking account.  Excess balances, on the approval of the Board, may be invested by the Treasurer in cash equivalent securities with maturities less than 90 days.

 3. The Board shall have the power to remit or waive the dues of any member for such period as in their judgment is advisable and appropriate.

 4. The Board shall establish or disband operating committees as it deems necessary.

 5. Nine members of the Board of Directors shall be elected for a period of three years each at a Business meeting of the Society by a majority vote of a quorum of its members. The tenth and eleventh Members of the Board shall be the President and Vice-President who are elected for a period of two years at a business meeting of the Society by a majority vote of a quorum of its Regular Members.  The terms of the Board Members shall commence at the beginning of the fiscal year following their election.

 6. A meeting of the Board of Governors shall be held at least twice each fiscal year.

 7. Special meetings of the Board may be held at any time upon call of the President, the Secretary, or any two members of the Board.  At such meetings business shall be confined to the subject(s) specified in the call for the meeting.

 8. A quorum of the Board shall consist of seven members.

 B. Vacancies.

 1. Each year the President shall appoint a nominating committee and chairman, thereof, to nominate one candidate for each of the Board vacancies scheduled to occur.  The nominating committee shall submit its nominations at least two months prior to the anticipated date of election.  Nominations may also be made from the floor at the election meeting.

 2. If an unexpected vacancy occurs, the President shall appoint a replacement for the unexpired term subject to approval by majority vote of the Board of Governors.  Failure to attend two consecutive Board meetings without justifiable reasons shall be considered equivalent to a tender of resignation and thereby the creation of a vacancy.

 3. If the Presidency should be vacated before the end of the term, the Vice-President shall become President.  If both the Presidency and the Vice-Presidency should be vacated before the end of their terms, the Board of Governors shall appoint replacements from among its members.

 4. Board members may be re-elected.

 C. Reports.

 1. The Board shall submit an annual report which will include the following:

 a. A summary of the activities of the Society since the last report.

 b. A summary of the expenditures incurred by the Society since the last report.

 2. The Board may submit such other reports for the information of its members as it deems appropriate.

 ARTICLE V – OFFICERS

 A. The officers of the Society shall be a President, a Vice President, Vice President — Support, Vice President — Programs, Secretary, a Treasurer and such other officers as the Board may from time to time determine.

 1. The President and Vice President shall be elected in accordance with the provisions of the Article IV, herein.

 2. The Vice President — Support, Vice President — Programs, Secretary and Treasurer shall be appointed by the President subject to approval by six members of the Board.  Appointments may be revoked by the President subject to approval by six members of the Board.

 3. The terms of the elected officers shall commence at the beginning of the fiscal year following their election.  The terms of the appointed officers shall be in accordance with their appointments.

 4. Officers may be re-elected or reappointed.

 B. Duties and Responsibilities.

 1. The President shall normally preside at meetings and dinners of the Society and shall be Chairman of the Board of Governors.  He shall sign all written contracts and obligations of the Society.  He shall appoint, subject to the approval of the Board of Governors: the Vice President — Support, Vice President — Programs, Secretary, Treasurer, and such other officers that the Board has determined necessary.  He shall appoint the chairmen and members of committees established by the Board.  He shall perform such other duties that the Board of Governors may assign him.

 2. The Vice President shall, in his temporary or long-term absence, act for and discharge the duties ‘ of the President.  The Vice President shall have such other powers and duties that may be assigned him by the President.

 3. The Vice President — Support will be a senior ranking USMA graduate assigned to Fort Lewis.  He or his designated representative will provide support to activities, events, and members of the Society.

 4. The Vice President — Programs shall be responsible for developing and organizing programs to increase membership, increase participation in activities, enhance communication with members and interface with State, County and Local Government elected officials.

 5. The Secretary shall be responsible for:

 a. Keeping the minutes of the Society and of the Board of Governors.

 b. Notifying members of the affairs of the Society as directed by the Board of Governors.

 c. Notifying members of the Board, officers of the Society and committee members of their nomination, election, or appointment.

 d. Conducting the correspondence, keeping the records, preparing the reports, and keeping the seal of the Society in the event that it is incorporated.

 e. Keeping a roster showing the names and addresses of:

 (1) All members of the Society.

 (2) All persons eligible to become Regular Members known to reside in the area.

 (3) All persons who have been approved for Honorary Membership.

 f. Collecting dues and assessments for the Society’s social and promotion functions.

 g. Turning over to the Treasurer as promptly as possible all funds collected together with a list of the individuals from whom collected and for what purpose.

 6. The Treasurer shall be the custodian of the funds of the Society and shall be responsible for:

 a. Disbursing the funds to defray expenses authorized by the Society or the Board of Governors.

 b. Reporting the status of funds as required at each meeting of the Board.

 c. Having his account examined under the direction of the Board in advance of the appropriate Business meeting and at such other times, as the Board may direct.

 d. Preparing an annual financial statement for incorporation in the report presented by the-Board to the Society at a Business Meeting.

 7. In the event of the temporary absence of the Secretary or Treasurer, their duties may be performed by another member of the Society appointed by the President.

 ARTICLE VI – SOCIETY MEETINGS

 A. There shall be two mandatory meetings each fiscal year:

 1. The Founders Day Dinner in celebration of the founding of the United States Military Academy on March 16, 1802, shall be held annually on a suitable date as determined by the Board of Governors but as near March 16 as possible.

 2. A Business Meeting of the Society for the election of Officers and Board Members (Articles IV and V) and other business as prescribed herein, shall be held annually during the last quarter of the fiscal year at a date determined by the Board of Governors.  It may be held in conjunction with a social function such as Founders Day Dinner or a luncheon meeting, or it may be held separately. (Note: If the Business Meeting is held in conjunction with the Founders Day Meeting, there is in effect but one mandatory meeting required for that year.)

 B.  Special meetings of the society may be called by the President or upon the written request of ten Regular Members.  At least fourteen days notice, thereof, shall be give unless the meeting is for the purpose of amending the Constitution and By-Laws in which case at least twenty-one days notice shall be given.  If the special meeting has been called to conduct society business, the notice shall include a statement thereof.

C.  Other meetings of the Society are primarily social functions at which business is not normally conducted.  They may include an annual Accepted Cadet Candidates luncheon. luncheon meetings featuring guest speakers, picnics, cruises, football game events when one of the Service Academy’s teams are in the vicinity, joint meetings with the other Academy Societies and Associations, etc.  Their frequency and type are at the discretion of the Board of Governors which shall base its selection on past experience, the opinion and responses of members, and its own judgment.

D.   A quorum for transacting business at a meeting shall consist of  50 percent of the Regular Membership.  The quorum shall include members represented by proxy and by absentee balloting as certified by the Secretary.

E. The order of business at a Business Meeting shall be as follows:

  1. Ascertainment of the presence of a quorum.
  2. Financial Report.
  3. Reading of the minutes of the previous meeting.
  4. Report of the society’s activities since the previous report.
  5. Unfinished business.
  6. Election of Officers and Members of the Board of Governors as necessary.
  7. New Business
  8. Adjournment

 ARTICLE VII — AMENDMENTS

 A. Amendments to or changes in this Constitution and By-Laws may be made at any meeting provided that:

  1. Notices of the meeting, together with the wording of the proposed amendment or change, has been mailed to all Regular Members of the society at least twenty-one days in advance thereof.
  2. There is a quorum of members (including proxies and certified absentee ballots) at the meeting and two-thirds of the total vote cast approve the proposed amendment or change.

APPROVED BY MAJORITY VOTE on 25 October 2001.

/s/
Thomas D. Morgan
President
13 June 2005