U.S. NCVA Bylaws
This article contains the complete Bylaws of the U.S. Naval Cryptologic Veterans Association.
Article I. Name and Functions
- The Association shall be known as the United States Naval Cryptologic Veterans Association (U.S. NCVA), an IRS 501(c)(19) non‐profit Veterans Organization.
- The functions of the Association include:
- Sponsoring periodic reunions of the membership.
- Providing social and recreational activities for members and their guests.
- Encouraging and supporting the preservation of the history of U.S. Navy Cryptology.
- Providing volunteers to staff the Joseph N. Wenger Cryptologic Command Display, currently located on Center for Information Dominance Corry Station, Pensacola, Florida.
Article II. Board of Directors
The Board of Directors for the Association shall be comprised of the following:
- Nine members of the Board elected by the members of the association.
- One member selected by the surviving members of the On‐The‐Roof‐Gang (OTRG).
- An Executive Director elected by members of the association. The Executive Director votes only in case of a tie vote by the participating Board members.
- A Treasurer—Appointed by the Executive Director and confirmed by a majority vote of the elected Directors.
- A Membership Secretary—Appointed by the Executive Director and confirmed by a majority vote of the elected Directors.
Article III. Board Member Terms and Tenure
- Members of the Board of Directors elected by the membership will serve a three‐year term in office, and may serve more than one term. Three members of the Board will be eligible for election in each year of a three‐year cycle.
- The Executive Director, elected by the membership will serve a three‐year term in office, and may serve more than one term.
- The Treasurer and Membership Secretary shall be appointed for a three‐year term each, subject to annual reviews by the Board of Directors, and may serve more than one term.
- The membership may cast ballots in the election in person at the reunion, by advanced mail-in ballot, or by email. Mail-in and email ballot submissions will be due PRIOR to the opening of the reunion, and the elections committee will count ballots from all sources prior to the membership meeting where results will be announced.
Article IV. Removal From Office
Any member of the Board of Directors may be removed from office for cause—as outlined in the Policy Manual—by a two‐thirds majority vote of all of the members of the Board.
Article V. Quorum of the Board of Directors
- A quorum of the Board of Directors for conducting business shall be five (5) members.
- For record purposes, a quorum may consist of actual presence at a Board meeting, participation by electronic means, or a valid written proxy provided to another director in the event of inability to otherwise participate.
Article VI. Selection of Officers; Delegation of Authority
- The Executive Director shall function as the “Chairman of the Board.”
- The Board shall select one of their number to be the Vice-Chairman of the Board, who will act in the event the Executive Director is unable to do so.
Article VII. Fiscal Year
- The Accounting Fiscal Year shall be the January – 31 December, the calendar year.
- The Membership Year for dues expiration and renewals shall be 01 July – 30 June.
Article VIII. Audit
- The financial records of the Association will be audited annually and, on transfer of the custodian (Treasurer), by a committee drawn from the membership of the association, chaired by a member of the Board of Directors.
- A report of the audit results shall be provided to the Board of Directors within three months of completion.
Article IX. Dissolution of the Association
- The Association may be dissolved by a unanimous vote required from the entire Board of Directors in the event that overall membership has declined to the point that it is no longer a viable entity, capable of sustained operations and executing the primary mission of the association.
- Upon determination to dissolve, the Board of Directors will cause all remaining financial assets to be transferred to an appropriate charitable group and fixed assets to be identified for disposal or transfer of ownership.
Article X. Amendment of Bylaws
- The Bylaws of the Association may be amended by a majority vote of the Board of Directors.
- Such actions will be subsequently reported to the membership via the CRYPTOLOG.
- If no significant objections are made within three months after posting, the amendment(s) shall be considered approved by the membership. Any objections filed within three (3) months of publication will be deliberated by the Board of Directors and, if necessary, the amendment process will begin anew taking into consideration those objections.
Article XI. Membership Categories
The following categories of membership are available in the Association:
- Active Duty Regular members
- Regular members
- Associate members
- Social members
The criteria for each of these categories is detailed in the Policy Manual.
Article XII. Voting Privileges
- All Regular and Associate members shall have full voting privileges and are eligible to hold office. The Executive Director must be a REGULAR member of the Association.
- Social and Organizational members my not vote and may not hold office.
Article XIII. Committees
- The Executive Director is empowered to create committees as necessary to conduct the business of the Association.
- A Nominating Committee to consider prospective members of the Board who are to be appointed to fill a vacancy until the next regular election cycle, shall be established to solicit and evaluate candidates. A member of the current Board will serve as the Chair.
Article XIV. Annual Meeting of the Board of Directors
- The Board of Directors shall conduct their annual official meeting at the Association’s reunion site whenever possible. If necessary, the official meeting may be conducted at an alternative time and place provided a minimum of 30 days notice is delivered to members of the Board and the notice includes the reason for those changes.
- Participation in the annual meeting may be in person, by conference call, or by electronic media, as appropriate. Those participating remotely have the same voting privileges as those personally attending the meeting.