HNSA Crest with photos of visitors at the ships.

HISTORIC NAVAL SHIPS ASSOCIATION

BYLAWS

ARTICLE I

NAME AND LOCATION

The name of this organization shall be Historic Naval Ships Association, Inc. ("the Association"), a nonprofit organization incorporated in Maryland. Offices of the Association shall be in Annapolis, Maryland and/or in such other localities as may be determined by the Board of Directors.

ARTICLE II

OBJECTIVES

The objectives of the Association shall be:
  • To educate the public on the rich naval maritime heritage of the member ships; the roles the ships have played in their countries' histories; and the importance of preserving historic naval ships for future generations.
  • To foster the exchange of information and experiences among the member ship staffs to enable them to develop and conduct educational programs to spread knowledge of their histories to the public.
  • To provide information, assistance and support to the member ship staffs to enable them to manage and operate their facilities in the most efficient manner possible.

ARTICLE III

MEMBERSHIP

SECTION 1. QUALIFICATIONS FOR MEMBERSHIP

Membership in the Association shall be available to any association, corporation, firm or individual interested in promoting the preservation and display of historic naval ships to educate the public, and who agrees to abide by these bylaws and render prompt payment of dues as required by the Board of Directors.

SECTION 2. CLASSES OF MEMBERSHIP

FLEET MEMBERSHIP is available to any nonprofit organization with a historic vessel that has played a role in the defense of its country. The vessel shall be open to the public on a regular schedule or shall be working toward that objective. The primary purpose of the organization shall be maritime heritage education of the public.

Each Fleet Member shall appoint a person who is associated with it as its designated representative. These persons shall be entitled to all benefits and privileges of membership, including, but not limited to, the right to vote at Association meetings and to hold elective office. Sustaining membership shall be available to those Fleet Members making a greater contribution of dues to the Association than the regular membership dues as required of Fleet Members. Acceptance of Fleet Members shall be by the Board of Directors, subject to confirmation by the voting members at the next scheduled general meeting of the Association.

ASSOCIATE MEMBERSHIP is available to any organization whose objectives are compatible with the objectives of the Association. Each Associate Member shall designate a person who is associated with it to represent that organization. These persons shall be entitled to all benefits and privileges of membership except the right to vote at Association meetings. They shall have the right to hold elective office only as specified in ARTICLE VI, SECTION 2 and ARTICLE VIII, SECTIONS 1 and 2. Sustaining membership shall be available to those Associate Members desiring to make a greater contribution of dues to the Association than the regular membership dues as required of Associate Members. Acceptance of Associate Members shall be by the Board of Directors, subject to confirmation by the voting members at the next scheduled general meeting of the Association.

INDIVIDUAL MEMBERSHIP is available to persons who have interests compatible with the objectives of the Association. Individual Members shall be entitled to all benefits and privileges of membership except the right to vote at Association meetings. They shall have the right to hold elective office only as specified in ARTICLE VI, SECTION 2 and ARTICLE VIII, SECTIONS 1 and 2.

HONORARY MEMBERS are persons approved by the Board of Directors in recognition of significant contributions to the Association. They are confirmed by the voting members at the next scheduled general meeting of the Association. Honorary Members shall not pay dues nor hold elective office but shall receive such communications of the Association as are regularly sent to Fleet and Associate Members.

HONORARY DIRECTORS are persons approved by the Board of Directors in recognition of significant contributions to the Association. They shall neither pay dues nor hold elective office. They shall neither perform managerial duties nor carry any responsibilities without their express consent. They shall receive such communications of the Association as are regularly sent to Fleet and Associate Members.

SECTION 3. REMOVAL AND RESIGNATION

Members of any class may be removed from membership by the Board of Directors for cause by a two-thirds vote. For any cause other than non-payment of dues, removal shall occur only after the member complained against has been advised of the lodged complaint and has been given reasonable opportunity for defense, first in writing to the Association office, and next by appearance before the Board of Directors.

SECTION 4. REINSTATEMENT

A former member desiring reinstatement may be considered for such reinstatement by the Board of Directors upon full payment of all dues in arrears and upon completion of an application for membership as required by the Board of Directors.

ARTICLE IV

DUES

SECTION 1. Dues shall be as recommended by the Board of Directors and approved by a majority of the voting members at the next scheduled general meeting of the Association. They shall be payable at the time of application for membership and as invoiced annually for renewal of membership. Dues shall be on a fiscal year basis and will be prorated for new members.

SECTION 2. The primary purpose of the dues shall be to fund the routine administration and operation of the Association. In the event that special projects are approved by the Association, a special assessment may be laid upon the Fleet Members. This amount shall be established and justified by the Board of Directors. Approval shall be by a majority of the voting members at a general meeting. These funds shall be expended only to fulfill the objectives of the Association as stated by these bylaws. Deviations from these objectives shall be approved only by the voting members at a general meeting of the Association.

SECTION 3. Members shall be considered delinquent in their membership if dues remain unpaid ninety days after being invoiced and shall be subject to forfeiture of all membership benefits on and after determination of such delinquency.

ARTICLE V

GENERAL MEETINGS

SECTION 1. The Annual Meeting of the Association shall be held at such time and place as determined by the Board of Directors. It shall normally take place during the annual conference of the Association. Board members shall be elected and reports of the President, Secretary-Treasurer and the chairs of all standing and special committees shall be received and acted upon. The order of business at the Annual Meeting shall be as follows: (1) reading of minutes of last Annual Meeting and any other meetings subsequent thereto; (2) communications; (3) reports; (4) resolutions; (5) elections; (6) old business; and (7) new business.

SECTION 2. Special meetings of the Association may be called by the President, Board of Directors or written request of the Fleet Membership, provided such written request is signed by a minimum of ten Fleet Members. Such request shall be delivered to the office of the Association, and shall specify the reason for the meeting. On receipt of such request, the President, or failing the President, the Vice President, or failing them both, any other Board Member, shall within thirty days, call a special meeting of the voting members, for the purpose of dealing with the matter specified in the notice. No other business may be conducted at such special meeting without a two-thirds vote of Fleet Members present at such special meeting.

SECTION 3. Written notice of any general meeting of the membership shall be mailed to the last known address of each member.

SECTION 4. At all general meetings of the Association, each Fleet Member in good standing shall be entitled to one vote and said members must be present to vote, except as noted in subsequent sections of these bylaws. A majority vote of those present and eligible to vote shall govern.

SECTION 5. At all general meetings of the membership, a quorum shall consist of ten voting members.

SECTION 6. Proxies may be allowed for general meetings provided such procedure is authorized and specified in advance by the Board of Directors.

SECTION 7. Parliamentary procedure for all meetings of the Association shall follow Roberts Rules of Order.

ARTICLE VI

OFFICERS

SECTION 1. The elected officers shall be a President, a Vice President, and a Secretary-Treasurer. These officers and the Immediate Past President shall constitute the Executive Committee. The officers shall be elected by the voting membership at the Annual Meeting. Each officer shall serve a term of one year, beginning with installation, or until a successor has been duly elected and installed. Nothing herein shall prevent an officer from being elected to successive terms of office.

SECTION 2. The designated representative of any Fleet Member in good standing shall be eligible for election as an officer or director at large of the Association. The designated representative of any Associate Member in good standing, and any Individual Member in good standing shall be eligible for the Associate Member and Individual Member positions, respectively, on the Board. The Nominating Committee shall submit a slate of candidates for officers and directors at large for approval by the Board of Directors. Nominations may be made from the floor by any Fleet Member in good standing. Vacancies in any elected office may be filled for the balance of the term by vote of the Board of Directors. The Board of Directors, in its discretion, by a two-thirds vote of its members, may remove any officer or director at large from office for cause.

ARTICLE VII

DUTIES OF OFFICERS

SECTION 1. President. The President shall serve as chairman of the Executive Committee and Board of Directors; shall preside at all meetings of those bodies as well as the general meetings of the membership; shall serve as a member, ex-officio with right to vote, on all committees except the Nominating Committee; and shall make all necessary committee appointments and perform such other duties as may be assigned by the Board of Directors.

SECTION 2. Vice President. The Vice President shall assist the President by advice and otherwise and, in the absence or incapacity of the President, shall discharge the duties of the President. The Vice President shall perform such duties as assigned by the President and the Board of Directors.

SECTION 3. Secretary. The Secretary shall ensure the forwarding of notices of all meetings to the members, the keeping of a correct record of proceedings, and the maintenance of correspondence and report files by the Executive Staff of the Association. The Secretary shall perform such additional duties as may be assigned by the President and/or the Board of Directors.

SECTION 4. Treasurer. The Treasurer shall chair the Finance Committee and be responsible for the maintenance and presentation of financial records and statements of the Association to the Board of Directors at their meetings and to the membership at the Annual Meeting; and shall perform such additional duties as may be assigned by the President and/or the Board of Directors. The Board of Directors may assign routine accounting duties to the Executive Staff, under the supervision of the Treasurer.

SECTION 5. Immediate Past President. The Immediate Past President shall assist the President by advice and otherwise, and in the absence or incapacity of the President or Vice President, shall discharge the duties of the Vice President.

SECTION 6. The Executive Committee. The Executive Committee shall be authorized to conduct the business of the Association in behalf of the Board of Directors provided any actions taken are duly reported to the Board of Directors.

ARTICLE VIII

BOARD OF DIRECTORS

SECTION 1. The governing body of the Association shall be the Board of Directors. The Board of Directors shall consist of the officers of the Association and twelve directors at large, two of whom shall be from Fleet Member organizations from outside the United States of America, and two non-voting directors, one of whom shall be the designated representative of an Associate Member, and one of whom shall be an Individual Member.

SECTION 2. Four directors at large shall be elected each year to serve for a term of three years. One non-voting director shall be elected each year to serve for a term of two years.

SECTION 3. On-site meetings of the Board of Directors shall be held at least annually and at such other times and locations as designated by the President or the request of nine of the current directors. Notice of all on-site meetings of the Board of Directors shall be sent at least thirty days prior to such meeting.

SECTION 4. Meetings of the Board of Directors may be conducted by facsimile/electronic mail (e-mail) or telephone/electronic conference calls provided that advance written notice of the meeting provides a detailed agenda and supporting information on the matters to be discussed. Full discussion of the issues must occur either verbally or in written comments. Upon the request of any member of the Board, no final action will be taken without an on-site meeting. Minutes detailing issues addressed, comments and actions taken shall be sent to each member of the Board of Directors. Electronic mail shall be considered "written" correspondence.

SECTION 5. Minutes of meetings of the Board of Directors shall be presented to and ratified by the voting members at the next general meeting.

SECTION 6. A quorum for official business at any meeting of the Board of Directors shall consist of nine members.

SECTION 7. Any official action to be taken by the Board of Directors at meetings conducted by the means described in SECTION 4 above shall have at least a two-thirds vote to be valid.

SECTION 8. Any vacancy created on the Board of Directors shall be filled by the Board of Directors at a regular or special meeting and a director so elected shall serve until the next Annual Meeting or until a successor is elected and installed.

SECTION 9. Members of the Board of Directors shall serve without compensation for their services. The Board of Directors may, however, authorize reimbursement for actual travel expenses incurred by directors for official business of the Association. Reimbursement shall be at such rate and under such conditions as approved by the Board of Directors.

SECTION 10. The Board of Directors may from time to time designate Fleet Members to serve in an ex-officio capacity on the Board of Directors with right to vote. The term of appointment shall be for one year. The Board of Directors shall review and ratify all such ex-officio appointments on an annual basis in order to ensure there is reasonable justification for continued service.

SECTION 11. All Past Presidents of the Association shall be considered ex-officio members of the Board of Directors.

ARTICLE IX

EXECUTIVE STAFF

SECTION 1. The Board of Directors is empowered to employ an Executive Director, an Executive Secretary and such other staff members as deemed necessary for management and administration of the Association under such terms and conditions as agreed to by the Board of Directors. Executive Staff members may be compensated for their services to the Association.

SECTION 2. The Executive Director, when employed, shall perform general management of the affairs of the Association; and shall see that all orders and resolutions of the Board of Directors are carried out. The Executive Director shall be selected by the majority vote of the Board of Directors. The Executive Director shall have such other powers and shall perform such other duties as shall be assigned by the Board of Directors, the Executive Committee or the President. The Executive Director shall serve, ex-officio, as a non-voting member of the Executive Committee and Board of Directors.

SECTION 3. The Executive Secretary, when employed, shall assist the Board of Directors in the business of the Association. The Executive Secretary shall attend all sessions of the Executive Committee, the Board of Directors, and the general membership; and shall record all votes and minutes of such proceedings. The Executive Secretary shall give or cause to be given notice of all meetings of the Executive Committee, the Board of Directors and the general membership and shall perform such other duties as shall be assigned by the Board of Directors, the Executive Committee or the President.

SECTION 4. Compensation levels for paid Executive Staff members shall be as recommended by the Board of Directors and approved at a regular meeting of the Association.

ARTICLE X

COMMITTEES

SECTION 1. Nominating Committee. The President shall appoint a Nominating Committee consisting of at least three designated representatives of Fleet Member organizations.

SECTION 2. Standing committees. The standing committees shall be (1) an Awards Committee; (2) a Curatorial Committee; (3) a Finance Committee; (4) a Legislative Committee; (5) a Marketing Committee; (6) a Membership Committee; (7) a Preservation Committee; (8) a Publications Committee; (9) a Communications Committee; (10) an Education Committee; and (11) an Insurance Committee. The President shall appoint persons to the standing committees. The President may designate committee chairs.

SECTION 3. Special committees. The President may establish and appoint persons to special committees to carry out specific projects or conduct specific items of business for the Association.

SECTION 4. Any person associated with a Fleet Member or Associate Member organization, on the Executive Staff, or who is an Individual or Honorary Member, shall be eligible to serve on standing and special committees.

ARTICLE XI

FINANCE

SECTION 1. The fiscal year for the Association shall be as prescribed by the Board of Directors.

SECTION 2. The Board of Directors may require such surety and performance bonds as are deemed necessary for the Association.

SECTION 3. All checks drawn against the accounts of the Association shall be signed by such staff and officers as designated by the Board of Directors.

SECTION 4. The Board of Directors shall submit an annual operating budget for approval at the Annual Meeting.

SECTION 5. The Board of Directors may appoint an Audit Committee or engage an independent auditor to audit the books of account of the Association at the end of the fiscal year or at such other times as are deemed appropriate.

ARTICLE XII

DISSOLUTION

SECTION 1. An affirmative vote of three-quarters of the voting members is required to pass on the question of dissolution of the Association. Voting may be done by attendees at a general meeting or by notarized proxy. In the case of dissolution, the assets of the Association shall be distributed to one or more regularly organized and qualified tax-exempt organizations, to the Federal government, or to a state or local government for a public purpose.

ARTICLE XIII

AMENDMENTS

SECTION 1. These bylaws may be amended by a two-thirds vote of the voting members at a general meeting of the Association provided that a notice of the motion to amend containing a verbatim copy of the proposed amendments be sent to the Executive Secretary at least twenty days prior to the meeting. The Executive Secretary shall mail a notice thereof together with the said verbatim copy of the proposed amendments to every voting member of the Association at least fifteen days prior to the said meeting.

These revised bylaws were approved at the Annual Meeting of the Association in Bremerton, Washington on September 23, 1994; and amended at the Annual Meeting of the Association in Newport, Rhode Island on October 29, 1998, and at the Annual Meeting of the Association in Wilmington, North Carolina on October 29, 2001, and at the Annual Meeting of the Association in Keyport, Washington on September 16, 2003.

 

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