U.S. Naval Cryptologic Veterans Association

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Bylaws

This article contains the revised (09/30/2022) Bylaws of the U.S. Naval Cryptologic Veterans Association.

Article I. Name and Functions

  1. The Association shall be known as the United States Naval Cryptologic Veterans Association (U.S. NCVA), an IRS 501(c)(19) non-profit Veteran’s group.
  2. The functions of the Association include:
    1. Sponsoring periodic reunions of the membership.
    2. Providing social and recreational activities for Members and their guests.
    3. Encouraging and supporting preservation of the history of Naval Cryptology.
    4. Providing volunteers to staff the U.S. Navy Joseph N. Wenger Cryptologic Command Display, currently located on Corry Station, Pensacola, Florida.

Article II. Board of Directors

The Board of Directors for the Association shall be comprised of the following:

  1. Nine members of the Board elected by the members of the Association.
  2. The Executive Director, elected by members of the association. The Executive Director votes only in case of a tie vote by the participating Board members.
  3. The Public Information Officer—appointed by the Executive Director and confirmed by a majority vote of the elected Directors.
  4. The Treasurer—appointed by the Executive Director and confirmed by a majority vote of the elected Director.
  5. The Membership Secretary—appointed by the Executive Director and confirmed by a majority vote of the elected Directors.

Article III. Board Member Terms, Tenure, Election and Administrative Procedures

  1. At-large 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 at-large members of the Board will be eligible for election at the annual meeting in each year of a three-year cycle.
  2. The Executive Director, elected by the membership will serve a three-year term in office, and may serve more than one term.
  3. The Treasurer, Membership Secretary, and Public Information Officer 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.
  4. The Executive Director shall keep a manual of policies (Policy Manual) adopted by the Board of Directors.
  5. The membership may cast ballots in the election in person at the reunion, by advanced mail-in ballot, or electronically as prescribed in the policy manual. Mail-in and electronic 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.
  6. The Policy Manual shall provide election procedures.

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

  1. A quorum of the Board of Directors for conducting business shall be seven (7) members.
  2. 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

  1. The Executive Director shall function as the Chairman of the Board.
  2. On an annual basis, the Board shall select one of the at-large members to be the Vice-Chairman of the Board.
  3. The Vice-Chairman of the Board would assume the duties and responsibilities of the Executive Director should the latter become incapacitated.

Article VII. Fiscal Year and Requirements for Audit

  1. The U.S. NCVA Accounting Fiscal Year shall be 01 January – 31 December, the calendar year.
  2. An annual audit shall be conducted in accordance with provisions of the Policy Manual.
  3. A report of the audit results shall be provided to the Board of Directors within thirty days of completion.

Article VIII. Dissolution of the Association

  1. 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 functions of the Association.
  2. 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 IX. Amendment of Bylaws

  1. The Bylaws of the Association may be amended by a majority vote of the Board of Directors.
  2. Such actions will be subsequently reported to the membership via CRYPTOLOG. If no significant objections are made within three months after posting, the amendment(s) shall be considered approved by the membership. Upon completion of the review of the membership, the Board of Directors may approve minor corrections such as typographical errors, clarifications, re-numbering of provisions and re-titling of articles or provisions to conform to the text of these. Should substantial changes be indicated, the Board of Directors may, on a two-thirds vote, direct that the amendment process begin anew, taking into consideration those objections.

Article X. Enrollment Categories

  1. The Membership Secretary’s roster shall consist of Members, Associates, and Surviving Spouses.
  2. The criteria for each of these enrollees is detailed in the Policy Manual.
  3. Members may vote and hold any office. Associates may vote and hold any office except that of Executive Director. Surviving Spouses may neither vote nor hold office. Otherwise, all office holders shall be either Members or Associates.

Article XI. Committees

  1. The Executive Director is empowered to create committees as necessary to conduct the business of the Association.
  2. 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.
  3. An Election Committee shall be established in accordance with the Policy Manual.

Article XII. Annual Meeting of the Board of Directors

  1. The Board of Directors shall conduct their annual official meeting at the Association’s reunion 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.
  2. 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.
  3. The Executive Director shall appoint a Recording Secretary pro tempore from among the at-large members to take minutes at all meeting of the Board of Directors. Publication and distribution of the minutes shall be as prescribed in the Policy Manual.
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