ARTICLE I – NAME AND MISSION

Section 1.  Title

The organization’s name shall be the University of Wisconsin Naval Reserve Officer Training Corps Alumni Association, Inc., hereafter called the Association.

Section 2.  Mission

The mission of the Association is to support the NROTC Unit and its students, promote the NROTC through direct engagement with university and community stakeholders, and strengthen the bonds of military heritage and service among Association members.

Section 3.  Equal Opportunity

The Association does not discriminate based on race, color, gender, age, creed, disability, national origin, sexual orientation, marital status, or any other status protected by state or federal laws.

Section 4.  Official Address

The principal location of the Association shall be at the residence of its duly elected Treasurer or the NROTC Unit.

ARTICLE II - BOARD OF DIRECTORS

Section 1.  General Powers and Structure

The Association’s Board of Directors (Board) is the policy-making body of the Alumni Association. The Board is responsible for presenting and adopting the annual budget, managing legal activities, maintaining accurate records of its proceedings, and ensuring compliance with state statutes. The Board is given all the powers necessary to accomplish any or all the purposes for which the Association has been organized. By way of illustration and not limitation, the Board is responsible for electing the officers, drafting and amending the Bylaws, ensuring compliance with donor agreements, and managing all the affairs and property of the Association.

(a.) Composition. Directors, Emeritus Directors, and Unit Liaison Officers make up the Board. The Board shall consist of at least eight voting Directors but no more than 15 Directors including the officers. Emeritus Directors and Unit Liaison Officers shall not be counted against the Board end-strength.

(b.) Directors. Directors will be elected members of the Association, all of whom must be Alumni; or Associate Members (as defined in Article IV, Section 1. a. and b.) of the Association.

(c.) Emeritus Directors. Directors completing or serving for nine cumulative years of service will be designated Emeritus Directors. Emeritus Directors have permanent standing with the Association and will continue to serve on the Board at their discretion. They will not be required to run for re-election. They may hold officer positions and retain voting rights until retirement from active Association participation.

(d.) Unit Liaison Officers. The Commanding Officer and Executive Officer of the University of Wisconsin NROTC Unit will be invited to attend Board meetings in a non-voting capacity and to provide advice and liaison between the unit and the Association Board. At the discretion of the Commanding Officer/Professor of Naval Science, a student member of the Badger Battalion may also participate. Their participation in the Board meetings provides feedback regarding Association support to the Battalion and leadership and mentoring opportunities for future Navy and Marine Corps Officers.

(e.) Legal Domicile and Remote Participation. Directors need not be residents of the State of Wisconsin. Directors may participate in Board meetings via electronic means, including, but not limited to, telephone conference, video conference, or web-based medium as feasible.

(f.) Service Term. Directors serve a three-year term, and the duration of office shall begin and end with annual meetings of the Association or at such time as a successor is duly elected or appointed. The board’s elected members may include three Associate Members.

(g.) Resignations and Retirements. A Director may resign by forwarding a resignation in writing to the Association President. Resignations from the Board shall be effective when received by the President or on the date indicated in the resignation letter. Emeritus Directors should notify the President of their intention to retire from active participation before the Annual Business Meeting so that they may be recognized for their years of service.

(h.) Vacancies. A majority vote of the Board shall fill any vacancy in the Board. A Director elected to fill a vacancy shall serve for the unexpired term of their predecessor in office if confirmed by membership vote at the next annual meeting of the Association.

(i.) Miscellaneous. Directors shall disclose to the Board any actual or potential financial conflict of interest with Association business and abide by Board decisions on the conflict of interest. The Board may appoint additional advisory positions to enhance depth, talent, and capability within the Association’s leadership.

(j.) Removal of a Director. A Director or Emeritus Director may be removed at the discretion of the board by a 2/3 majority vote of the Board. This vote can occur at a duly scheduled meeting in accordance with Article II, Section 3.

Section 2.  Election of the Board of Directors

(a). Director Nominations. Directors are elected to the Board by the membership. The Nominating Committee will determine expiring Director terms approximately six months before the Annual Business Meeting. The Nominating Committee will inform the Board and communicate to the membership the Director positions up for election and solicit members desiring to become candidates. The Nominating Committee will notify the Board and membership of all Director candidates at least 45 days before the Annual Business Meeting.

(b.) Elections. The Elections Committee will conduct Director and Board officer elections to fill opening positions annually, preferably using electronic votes among all Association members. In-person ballots at the annual meeting or paper ballots sent and received by mail will augment electronic voting.

Section 3.  Board Meetings

(a.)  The President or the Secretary of the Board shall call the board’s meetings. The Board shall meet approximately once per quarter (four annual meetings). The Board may provide, by resolution, the time and place for holding additional meetings and notify the membership.

(b.) One Board meeting, usually held in the Fall (September, October, or November), will be designated as the Annual Business Meeting. In addition to regular business, this meeting will include the election of officers and an address by the President.

(c.) Upon written request to the President by any five Directors, the President shall call, within ten days, a meeting of the Board. Should the President fail to call such meeting so requested within the prescribed time, the requestors may issue such call, reciting the President's failure to convene a quorum of the Board. Any meeting held pursuant to such call shall be a legal meeting, and its actions deemed valid and binding as though such meeting had been called by the President.

(d.)  Quorum will be set annually as a simple majority based on the number of Directors on the Board. All parliamentary matters not specifically defined in the Articles of Incorporation, or the Bylaws, shall be administered in accordance with Robert's Rules of Order.

(e.)  Action Without a Meeting.  The President may arrange voting by mail, electronic mail, or other suitable electronic system on any questions which may properly come before the Board. Ballots from at least half of the members of the Board must be returned to validate the vote on any question. A majority vote of the members voting shall be necessary for passage. In addition to the opportunity to vote for or against the questions under consideration, the ballot shall also allow Board members to postpone action on the question until sufficient information is provided to satisfy the reason for delay. The President shall indicate a time limit for returning these ballots and retain copies of each response for review, ratification, and recording in the official minutes at the board’s next regular meeting.

(f.) All Association members may attend Board meetings, and there will be time reserved for member input. With the exception of Unit Liaison Officers, non-members shall not participate in Board meetings.

ARTICLE III - OFFICERS

Section 1.  Officer Positions

Association Officers shall consist of the President, Vice-President, the Secretary, and the Treasurer.

Section 2.  Election of Association Officers

The President, Vice-President, Secretary, and Treasurer shall be elected by and from the Board. A majority vote by the Directors is required for election to these offices. Any Board officer elected or appointed by the Directors also may be removed by a majority vote of the Directors whenever in their judgment, the best interests of the Association would be served thereby. Following scheduled elections, newly elected officers will remain in an “elect” status until relieving the incumbent officer one month after the election. The one-month interval provides for a transition of duties. New Board officers shall notify the Board when they have relieved the incumbent.

Section 3.  Officer Term Limits

The President and Vice President shall hold office for two years and be limited to having the same office for three consecutive terms. The Secretary and Treasurer shall hold office for one year. There are no limits to the number of years a Director may serve as Secretary or Treasurer. The President or Vice-President will have their term of office as a Director extended, without a vote, to align with the end of their office term.

Section 4.  Executive Committee

The President, Vice-President, Secretary, Treasurer, and the NROTC Unit Commanding Officer shall comprise the Executive Committee of the Association. The Executive Committee shall have the authority to conduct routine business during the periods between Board meetings and act on behalf of the Association in the general management of the Association's property, finances, and legal interests. The President will invite the Commanding Officer to participate in meetings where an agenda issue directly concerns the Unit or University policies. It will be the prerogative of the Commanding Officer to determine the degree of participation needed or desired.

Section 5.  Duties of the Association's Officers

(a.) President. The President shall direct the activities of the Board; preside at all meetings of the Association, including those of the Board; ensure compliance with the Bylaws and regulations governing the Association; submit all reports required or requested by state or national organizations, and represent the Association in public affairs. The President shall prepare an address on the Association activities presented at the Annual Business Meeting. The President shall appoint the members of committees and representatives not otherwise provided for in the Bylaws. The President shall be Chairman of the Executive Committee and shall have executive supervision over the activities of the Association within the scope provided by these Bylaws. The President may sign checks on behalf of the Association and shall ensure that financial audits are periodically conducted, bonding and indemnification requirements comply with the Association Articles of Incorporation, and that Association business is conducted by the applicable county, state, and federal statutes.

(b.)  Vice President. The Vice-President shall be a member of the Executive Committee and assist the President as approved by the Board. In the absence, incapacity or resignation of the President, Treasurer, or Secretary, the Vice-President shall assume the duties of the office until the incumbent can resume their duties or an election of a new officer is held. The Vice-President may serve as chairman of major committees, represent the Association at events that the President cannot attend, and generally be an under-study of the duties of the Board President. The Vice-President is authorized to sign Association checks when necessary.

(c.)  Secretary. The Secretary shall maintain Board records such as Bylaws, minutes of the Association and Executive Committee or other meetings; maintain an accurate roster of members; help conduct the business of the Association by handling correspondence as designated by the President; arrange programs, provide appropriate notice of meetings, edit publications of the Association, and prepare and render an annual report to the membership.

(d.)  Treasurer.  The Treasurer shall be responsible for the safekeeping of Association funds and for maintaining adequate financial records, including a record of all receipts and expenditures. The Treasurer shall establish and manage the Association's bank accounts. All moneys received shall be deposited with a reputable banking institution in the name of Wisconsin NROTC Alumni Association. Moneys shall be paid out only by numbered checks or debit payment. If, for whatever reason, the Treasurer is unable to sign a check, the signature of the President or Vice President shall be accepted instead. The Treasurer shall prepare and oversee the Association's budget; submit a quarterly report to the Board on the Association's financial status; determine award spending compliance and financial reports required by donor agreements; provide donors with IRS required information; and prepare and render an annual report based upon the calendar year to the general membership. The Treasurer shall be a member of the Executive Committee and prepare the financial portion of the Board's annual report. The Treasurer shall arrange for an annual audit of the Association's financial activities by an independent agent. The Treasurer shall be bonded in accordance with Wisconsin state law.

Section 6.  Standing Committees

The operations of the Association will be executed through standing committees. Standing Committees oversee the Association’s awards, communications, fundraising, membership, nominations, and special events activities. The President shall appoint the Chair of standing committees and supporting Directors or members annually, subject to approval by the Board, as may be required and deemed necessary to accomplish Association business. Each standing committee, less the Executive Committee, shall have a charter.

Section 7. Special Committees

The President shall appoint special committees to accomplish Association business as required and deemed necessary. Special Committees do not require a charter, given that they are established for a specific purpose and a limited period. The Elections Committee is one example of a special committee. The President will appoint the Election Committee for annual elections as needed. Once the elections process is complete each year, the Elections Committee for that cycle will cease.

ARTICLE IV - MEMBERSHIP & DUES

Section 1.  Membership Classes

Membership of the Association shall be divided into three categories:

(a.)  Alumni Members. Alumni membership in the Association shall be open to all graduates, former faculty, and staff members of the University of Wisconsin-Madison's Department of Naval Science.

(b.)  Associate Members. Associate membership may be accepted from any individual who expresses an interest in serving the University of Wisconsin-Madison's Department of Naval Science and is committed to supporting the goals of the Association. Associate members will receive all benefits of Alumni membership.

(c.)  Honorary Members. The Board may extend honorary membership to any individual whom the Board chooses to so honor. Honorary members are privileged to participate in all social activities of the Association but shall not be eligible to vote or hold regular office in the Association.

Section 2.  Other Members

The Bylaws of this Association may provide for other classes of membership.

Section 3.  Membership Status

Payment will be required to activate membership in the Association. A six-month grace period will be afforded annual and five-year memberships that expire without renewal. After the grace period, prior members will be deemed inactive and ineligible for member benefits, such as the Association’s newsletter and other benefits as the Board sees fit.

Section 4.  Membership Terms

Annual, five-year, and lifetime memberships will be offered. The Board shall determine membership fees and structure the costs to provide greater per annum value with increasing duration.

ARTICLE V - FUNDS

Section 1.  Fiduciary Management

All funds received by or withdrawn from Association financial accounts shall be in accordance with Article III, Section 5(d).

Section 2.  Asset Management

Securities or other assets acquired by the Association may be transferred, sold, or exchanged in accordance with the Articles of Incorporation. The BOD Executive Committee must approve all financial actions of this nature.

ARTICLE VI - OTHER MEETINGS

Section 1.  Special Meetings

Special meetings for the Association membership may be called at the discretion of the President. A majority vote of the Board may also call special meetings.

Section 2.  Member-Requested Meetings

Twenty-five Alumni or Associate Members of the Association may petition the Board to call a special meeting of the full membership. The Board must call a meeting of the general membership within sixty days of receiving the petition from the active membership.

Section 3.  Notice

In the event of a special meeting, printed notices stating the time, location, and purpose of the meeting shall be mailed and/or emailed and/or communicated via web-based protocol to the membership at least thirty days prior to the date of said meeting. Any meeting held pursuant to such call shall be a legal meeting, and its acts and proceedings as valid and binding.

Section 4:  Location

Other meetings shall be held at the principal office of the Association in the absence of any designation in the resolution.

ARTICLE VII - AMENDMENTS TO THE BYLAWS

Section 1.  Written Notice

Thirty days’ notice in writing via mail and/or electronic mail shall be given to the membership of the Association before any amendments of these Bylaws.

Section 2.  Amendments

Amendments to the Bylaws may be made by the Board and will be effective after the thirty-day notice period. Such amendments, however, subsequently must be confirmed by the general membership, either at a regular or special meeting or by proxy vote, or by electronic, web-based balloting protocol.

CERTIFICATE OF ADOPTION

The President and Secretary of the Association certify that the Bylaws have been amended as stated above and that this Amendment supersedes and replaces any inconsistent provisions in effect at the time this Amendment was adopted.

DATED THIS 15th day of September 2022

//SA Robinson//

By:  Scott A. Robinson

President, UW Naval ROTC Alumni Association

ATTEST:  The above amendment was properly adopted.

//K. Mayer//

By:  Katherine Mayer

Secretary, UW Naval ROTC Alumni Association