Articles of Association/Bylaws Template
Naval Intelligence Professionals, XXXX Chapter
Articles of Association
Name and Organization
The name of this association is Naval Intelligence Professionals, XXXX Chapter.
Naval Intelligence Professionals, XXXX is a chapter of Naval Intelligence Professionals (NIP) headquartered in Washington, D.C. and thereby to be subject to the general supervision and control of NIP. NIP XXXX consists of four or more members joined by mutual consent for the common, nonprofit purposes of educating and rendering assistance to fellow intelligence professionals and their families and providing an accessible source of information pertaining to naval and expeditionary force intelligence to naval intelligence professionals in the southeastern Virginia area and the XXXX community at large. To these ends, NIP XXXX may do and engage in any and all lawful activities that may be incidental or reasonably necessary to any of these purposes.
Office and Duration
1. The office of Naval Intelligence Professionals, XXXX Chapter shall be located at the address at which the President has official residence; or at such place as NIP XXXX may from time to time determine, or as the business of NIP XXXX may require.
2. The duration of Naval Intelligence Professionals, XXXX Chapter shall be perpetual.
3. The death, removal, or resignation of any member of Naval Intelligence Professionals, XXXX Chapter shall not result in the dissolution of NIP XXXX .
Structure and Membership
Naval Intelligence Professionals, XXXX Chapter consists of individuals dedicated to the promotion and advancement of the profession of naval and expeditionary force intelligence. Membership is open to anyone wishing to render support, guidance and encouragement to individuals wishing to learn or enhance naval/expeditionary force intelligence and related skills and activities. NIP XXXX is a purely voluntary organization, and no membership fee or annual dues are required for membership. NIP, XXXX does not discriminate on the basis of race, color, sex, age, religious affiliation, handicap, national origin, or other personal factor.
Naval Intelligence Professionals, XXXX Chapter shall be governed by at least four (4) officers and such special advisers as the President shall require. The officers and current special advisers shall constitute the Executive Board. The name and total number of officer/board positions will be determined as the group requires, changeable as circumstances necessitate. One person, typically the treasurer, will be designated as NIP XXXX ’s agent in this state, as needed, following state law requirements. Two-thirds of the then-existing Executive Board constitutes a quorum of NIP XXXX . Officers may be elected annually by nomination and a majority vote of at least a quorum of the organization.
Section 5.01. Executive Board. The Executive Board shall consist of the elected officers of the organization and additional special advisers as the President shall require.
Section 5.02. Authority. The affairs, activities and operation of the organization shall be managed by the Executive Board. The Executive Board shall transact necessary business during the intervals between the meetings of the membership and such other business as may be referred to it by the membership or these articles of incorporation. It may create Standing and Special Committees, approve the plans and work of standing and special committees, prepare and submit a budget to the membership for approval, and, in general, conduct the business and activities of the organization.
Section 5.03. Officers. The officers of this organization shall include one President, one or more Vice Presidents, a Secretary and a Treasurer and such additional officer(s) as may be elected or appointed by the Executive Board from time to time.
Section 5.04. Election. A nominating committee composed of the current President and at least one additional officer shall begin seeking nominees in XXXX of the year in which the candidates will be elected and develop a slate of candidates. The candidates shall be announced to the membership not later than 30 days prior to election. Additional nominees may be solicited from the floor on the day of the election. Only those who have consented to serve shall be eligible for nomination, either by the committee or from the floor.
Officers shall be elected at the annual meeting in April of the organization by the members present. Officers shall assume their official duties on the last day of the current school year following their election.
Section 5.05. Term. Officers shall serve a one-year term. No term limits apply.
Section 5.06. Reimbursement. Executive Board members shall serve without compensation with the exception that expenses incurred in the furtherance of the organization’s business are allowed to be reimbursed with documentation in accordance with the organization’s financial policies, and prior approval.
Duties of Officers
Section 6.01. President. The President shall be the principal executive officer of the organization and, subject to the control of the Executive Board shall in general supervise and control all of the activities of the organization. The President shall be a member of the Executive Board and, when present, shall preside at all meetings of the Executive Board and all meetings of the membership. The President shall vote only in the case of a tie in a vote of the Executive Board or the membership. The President shall select and appoint the chairpersons of all Standing and Special Committees and shall be an ex-officio member of all committees of the organization. Every effort should be made to ensure the President is on active duty.
Section 6.02. Vice-President(s). The Vice-President shall be a member of the Executive Board and, in the absence of the President, shall perform the duties of the President. The Vice President shall perform such other duties as are assigned by the President or the Executive Board.
Section 6.03. Secretary. The Secretary shall be a member of the Executive Board. The Secretary shall keep the minutes of the proceedings of the membership and the Executive Board, shall see that all notices are duly given in accordance with these Articles of Incorporation, shall manage and keep an accurate tally of the volunteer records and, in general, perform all duties incident to the office of Secretary and such other duties as may be assigned by the President or the Executive Board.
Section 6.04. Treasurer. The Treasurer shall be a member of the Executive Board. The Treasurer shall have charge of and be responsible for all funds of the organization in accordance with the organization’s financial policies. The Treasurer shall receive and give receipts for monies due and payable to the organization from all sources and shall deposit such funds in such banks or other organizations as are selected by the Executive Board if required. The Treasurer shall make disbursements as authorized by budget as approved, or amended, by the membership. The Treasurer shall present a written financial report, prepared in accordance with the organization’s financial policies, at each General Membership Meeting of the membership and at other times as requested by the Executive Board. The Treasurer shall coordinate with the NIP Board of Directors Treasurer and Chapters chair to ensure any national funds are accounted for appropriately.
Accounting and Records
The fiscal year of Naval Intelligence Professionals, XXXX Chapter shall be Jan 1 through December 31. All minute books, correspondence, and other records of NIP XXXX shall be preserved by the Officers. Records that have ceased to be of use for the conduct of the affairs of NIP XXXX may be turned over for preservation to a depository designated by it, or discarded.
In the event of the dissolution of Naval Intelligence Professionals, XXXX Chapter, its property, funds, and other assets shall be transferred to the Naval Intelligence Foundation or organizations operated exclusively for charitable, educational, and/or scientific purposes as NIP XXXX may determine, provided such organization or organizations qualify as tax-exempt under the Internal Revenue Code of the United States.
These Articles of Association supersede the Naval Intelligence Professionals, XXXX Chapter Charter dated ______.
IN WITNESS WHEREOF, the undersigned have executed these Articles of Association
on this XXth day of XX, 20XX.