| U.S.S. CORAL SEA CVA-43 ASSOCIATION BY-LAWS
By-Laws adopted October 6, 1982, revised: October 6, 1984; October 7, 1989; October 1999, October 2005, October 2007 & October 2011.
Article I NAME:
The name of the Association is the U.S.S. Coral Sea CVA-43 Association.
Article II STATUS:
This Association is a non-profit, volunteer, membership organization, incorporated in the state of South Carolina, and as described in IRS Code 503 (C) 19.
Article III PURPOSE:
The purpose of this Association shall be to perpetuate the memory of U.S.S. Coral Sea CVB, CVA, CV-43, commissioned 1 October, 1947; decommissioned 24 April 1957; re-commissioned 25 January 1960; decommissioned 30 April 1990.
- All members of this Association are obligated to the improvement and advancement of the Association by bringing together as many former Coral Sea shipmates as possible, by attending the annual reunions, and by corresponding with as many former shipmates as possible via mail, telephone or other means.
- Establishing for the U.S.S. Coral Sea its permanent place in history and assisting wherever possible in establishing and maintaining the highest traditions of the U.S. Navy.
- Planning and arranging annual reunion meetings.
- Locating former shipmates and encouraging their participation.
- Contributing mementos, pictures, plaques, artifacts, insignia, papers, letters or other memorabilia relating to activities or service connected with serving aboard U.S.S. Coral Sea.
- Establishing, administering and accepting voluntary contributions to accomplish the purpose of any approved and adopted memorial program of the Association.
Article IV MEMBERSHIP:
Sec. 1 Membership is open to all U.S.S. Coral Sea CVB, CVA, CV-43 personnel, of the U.S. Navy, U.S. Marine Corps or U.S. Air Force having served aboard this Ship for a period of at least 90 days. Any person, who was assigned to the commissioning crew, even if they spent less than 90 days aboard, shall be eligible for membership.
Sec. 2 The Association President, on recommendation of other members and approval of the Executive Board, may grant honorary memberships in exceptional cases where that honor is warranted. Honorary members shall not be required to pay dues and they shall have no vote in the business of the Association.
Sec. 3 Association memberships shall be open to relatives and friends of current members who wish to participate in the Association activities. In addition, other military personnel or civilians who were aboard U.S.S. Coral Sea while underway, not mentioned in Sec. 1, may also be associate members. An associate member shall pay annual dues, as set forth by the Executive Board and have all the rights of a member, except they shall have no vote in Association business.
Article V MEETINGS:
Sec. I An annual business meeting of the Association shall be held in October as close as possible to the weekend when Columbus Day is observed. Location of the annual meeting shall be as designated by a membership vote and is selected 2 (two) years hence.
Sec. 2 The Association President shall call an Executive Board meeting on the Thursday preceding the annual business meeting.
Sec. 3 In the year of Presidential election, the newly-elected Association President shall call a meeting of the Executive Board immediately after the business meeting.
Sec. 4 Meetings of the Association shall be conducted by the President, or in his absence by the Vice President, or in the absence of both of these Officers, by first the Secretary, then the treasurer.
Sec. 5 Meetings shall be conducted in accordance with these By-Laws. The membership shall transact such other business as may properly come before them. (See Article XVI)
Sec. 6 The Association Secretary is to record minutes of the business conducted. Copies of the minutes are to be distributed to paid-up members in the following quarter.
Sec. 7 The Association treasurer shall give a financial report at the annual Executive Board meeting and at the annual business meeting. The content of this report must be previously audited by the Auditing Committee.
Sec. 8 If the appointed parliamentarian is absent at a business meeting, the President shall appoint a pro-tem Parliamentarian.
Article VI DIRECTORS:
Sec. 1 The Board of Directors shall consist of three members, each serving a 3 (three) year term. Therefore, a new member of the Board of Directors is elected by the Association membership each year at the annual reunion business meeting.
Sec. 2 The Executive Board shall consist of: the Board of Directors, the President, Vice-President, Secretary, Treasurer and the immediate Past Association President whom is capable of serving as a Board Member.
The Executive Board shall be the senior governing body of the Association.
A majority of the Executive Board members shall constitute a quorum for the transaction of business at any meeting of the Executive Board.
Sec. 3 Any Association matter may be submitted for consideration by a member in good standing to the Executive Board at their annual meetings, held before or after the annual business meeting. The request should be in writing, addressed to the President and submitted in time for it to be included in the agenda for the appropriate Executive Board meeting.
Should it become necessary between annual business meetings of the Executive Board to conduct a vote on any issue that cannot wait until the next scheduled Executive Board meeting, a written request to the President or Vice-President for such a vote must be made.
Article VII OFFICERS:
Sec. 1 Proposed Officers shall be nominated by voting members in attendance at the Association’s annual business meting. After the nominees are selected, the election vote by the voting members in attendance shall take place. Voting may be by open or closed ballot at the discretion of the President or Executive Board or as directed by the voting members of the Association at the business meeting. All Officers, both elected and appointed shall take office immediately upon election at the annual Association business meeting.
a) For a 2 (two) year term:
b) For a 3 (three) year term:
One member of the Board of Directors
Sec. 2 Duties and responsibilities of Officers shall be as follows:
The President shall:
- Be the senior Officer of the Association.
- Conduct all business meetings.
- Have final authority in appointment of all Committee Chairmen with the exception of committee chairmen elected by the Association membership at a general business meeting.
- Make quarterly reports to the membership in the Association newsletter and at the annual reunion business meetings.
- Award honorary memberships as appropriate, per Article IV, Sec. 3 of these By-Laws.
The Vice-President shall:
- Perform duties of the President in his absence or incapacity.
- Perform functions requests by the President
- Act as Chairman of membership recruiting/retention.
- Be the third person with check signing responsibility.
The Secretary shall:
- Record the minutes of the annual business meeting and publish them in the newsletter issue immediately following the reunion.
- Keep a record and file of Association correspondence.
- Receive dues payments from members, sign and send membership cards to them and forward monies received to the Treasurer.
- Maintain an up to date membership file and publish a copy of the roster annually.
- At his discretion, appoint an Assistant Secretary who shall perform any of the above duties that the Secretary requests. The Assistant Secretary shall not be a voting member of the Executive Board.
- Send a quarterly financial report to the treasurer. The report is to include details of:
- All income received, indicating amounts and sources.
- All expenditures, including copies of receipts for each amount expended.
These quarterly financial reports must be sent to the Treasurer so that they are received by the 15 th. day of the reporting month, i.e. January, April, July and October.
- Send an annual financial report to the Treasurer showing the totals reported quarterly for income and expenditures. The report must be received by the Treasurer by July 15 th of each year.
The Treasurer shall:
- Be responsible for all Associations funds and for keeping complete and accurate records of all receipts and disbursements in the Association’s ledgers. These records must coincide with the Association’s fiscal year which runs from July 1 st. to June 30 th. The records must also differentiate between funds designated for general Association expenses and those designated for museum or memorial purposes and the Scholarship fund or others required to be reported by Federal, State or county Governments.
- Be responsible for payment of any and all approved debts of the Association. All checks are to be signed by the Treasurer. Any check over $500.00 must be co-signed by the President. If the President is unable to sign, the Vice-President will be the second signee.
- Inform the President of all requests for monies. Payment is only to be made by voucher specifically approved by the President.
- At his discretion, appoint an Assistant Treasurer who shall perform any of the above duties that the Treasurer may request. The Assistant treasurer shall not be a voting member of the Executive Board. In the event of the incapacity or death of the elected Treasurer, the Assistant Treasurer would be designated as acting Treasurer and would be required to assume all the responsibilities and duties of the Treasurer, if approved by the Executive Board.
- Be bonded in an amount which exceeds the amount of the assets of the Association. Such a bond applies equally to the Assistant Treasurer.
- At his discretion set up various funds, such as Museum”, “Ships”, etc, with the approval of the Executive Board. Any funds so designated must conform to the requirements of Article II.
Sec. 3 The Officers, Directors and members of committees of the Association shall receive no compensation for services benefiting the Association.
Sec. 4 Any Officer may be removed from office at the discretion of the Executive Board for conduct not in the best interest of the Association, after having had an opportunity to present his case for retention.
Article VIII ELIGIBILITY OF OFFICERS AND COMMITTEE CHAIRMEN:
All Officers and Committee Chairmen must be members in good standing, with current paid-up dues.
Article IX: VOTING:
Voting privileges for members of the Association shall be extended to those paid-up members, except associate and honorary members, in attendance at the annual business meeting. A majority vote of those voting shall prevail, except on votes pertaining to proposed changes to the By-Laws, where a two-thirds majority vote is required. (See Article XV)
Article X DUES:
Sec. 1 The dues of the U.S.S. Coral Sea CVA-43 shall be $15.00 per year for the period of October 1 st. to September 30 th. Any dues increase must be recommended by the Executive Board and voted on by the members present at the annual business meeting. Any increase would be retroactive to October 1 st. of the year in which the increase is approved. All plank owners i.e. all those on the Ship’s original commissioning crew shall pay no membership fee. All those in excess of 80 years of age shall pay no dues.
Sec. 2 Any delinquent members may be reinstated by the payment of current dues.
Article XI ASSOCIATION PROPERTY:
Sec. 1 All material donated to or purchased with Association funds including: pictures, display material, files, artifacts, printed material, etc. shall become the sole property of the Association and shall be actively in the custody of a member, or members designated for this responsibility by the President.
Sec. 2 Custodians of these materials are to provide the Secretary with an itemized listing of these materials, also showing the whereabouts of the property entrusted to them.
Article XII COMMITTEES:
Sec. 1 The President shall have supervisory responsibility for all committees, but shall exercise such responsibility only through the designated elected Officer, if any is assigned to oversee or supervise that committee.
Sec. 2 Any member participating on any committee shall be responsible for his activity to the committee chairman, appointed by the President or elected by the membership. The committee chairman shall be responsible to the President.
Sec. 3 Committees shall be of two types:
- Special purpose committees whose chairmen are appointed by and report directly to the President.
- Standing committees, as outlined in Article XII, Sec. 6.
Sec. 4 Each appointed committee chairman shall select his own committee members, with the assistance of the President, if desired with the exception of the Scholarship committee Chairman.
Sec. 5 Special purpose committees and their duties:
Audit Committee: This committee shall audit the records of the Treasurer annually prior to the annual business meeting. The Audit Committee shall consist of 3 (three) members who shall be elected by the Association membership as follows: one 3 (three) year member, one 2 (two) year member and 1 (one) year member.
Sub-audit Committee: this committee shall audit the Reunion Committee records and give their report to the regular Audit Committee as a supplemental report.
By-Laws Committee: Members of this committee shall communicate and consult by mail, telephone and/or other electronic means, or if possible meet together, no later than early May of each year in order to prepare any suggestions or amendments to the By-Laws. Copies of these proposed amendments are to be sent to the Secretary so that he receives them no later than May 20 th. each year, for publication in the June issue of the Association newsletter “Sea Breeze”.
The chairman of the By-Laws Committee or his appointee will submit the proposed By-Laws changes to the membership at the Association’s annual business meeting for their vote. (See Article XV)
Reunion Committee: The Chairman shall be responsible for getting contracts signed by the entities participating in the reunion: hotels, suppliers, caterers, etc. and forwarding them to the President for his approval and validating signature. (The Reunion Chairman has no authority to sign any contracts or other documents obligating the Association.)
He shall make arrangements with the hotel to provide:
- A room large enough to accommodate 10 (ten) attendees for the Thursday evening meeting of the Executive Board.
- A room large enough to accommodate reunion registration from 1300 to 1600 on Friday or any other days and times as may be necessary.
- A room large enough to accommodate all the attending Association members for the annual business meeting on Saturday morning. This facility must provide seating for all the attendees and have an elevated area with tables and chairs for the Officers. At least one microphone shall be required on the Officers table(s) and one located approximately in the center of the membership seating area.
- For all the attendees to eat together at the designated breakfast hours on Saturday and Sunday; at the evening meal on Friday and at the banquet on Saturday evening. At the Saturday evening banquet provision must be made for the Officers and guests to be seated in an elevated area of the room and at least one microphone must be available at these tables.
- Ample space/connecting room(s) to be used as a hospitality suite. Provision must be made for storage/cooling/dispensing of beverages and food stuff. The association will provide all beverages and other consumables for the hospitality suite. The Association President will set the hours for the hospitality suite to be open. (The hospitality suite will always be closed during mealtimes and meetings.)
- A separate room for small Stores sales that can be secured when sales are not being conducted.
- A room/area for display of memorabilia, artifacts, etc.
- The on-site chairman will establish a bank account at a bank of his choosing. The account name shall be: ”U.S.S. Coral Sea Reunion.” He shall also choose an Association member to serve as on-site co-chairman. Signatures for the bank account must be approved by the President. The Reunion chairman shall be bonded in the amount of $30,000.00. The chairman shall send a financial report, listing all income amounts and expenditure amounts to the Treasurer by February 15 th. after the reunion. The Chairman shall supply all the data, brochures, etc. required for the Secretary to publish information regarding the reunion site and area and to publish a registration/reservation form for the reunion in the newsletter “Sea Breeze”.
Sec. 6 Standing Committees and their duties:
Reunion Time & Place Committee:
- Membership on this committee shall consist of the Association Executive Board and the chairman or vice-chairman of the most recent past Association annual reunion. The Chairman of this committee will be the President or his appointee.
- Proposed reunion sites are to be presented in a complete package form, in triplicate, to the Secretary by August 1 st., or postmarked no later than July 31 st., using the “Reunion site Proposal Criteria” checklist as a guide for the information required.
- This Committee is to review all reunion request packages for completeness and ascertain that they were submitted in a timely fashion as outlined in sub section (b) above.
- At the Association’s annual business meeting, under new business, this committee will submit their recommendations to the membership.
- Members attending the Association annual business meeting will have the final vote on the reunion site(s) proposed. A simple majority vote will be required for approval.
- If no reunion site proposal is submitted, the Executive Board will decide on a site, or sites as they deem necessary. They will appoint an Association member as on-sire chairman. If no member will accept this responsibility, a member of the Executive Board will be assigned this responsibility.
Newsletter Publication Committee:
Under supervision of the President guidelines for the “Sea Breeze” are:
- To be published at least quarterly, numbered and dated.
- The first edition after the annual Association reunion must contain a list of the Officers for the current term, along with their addresses, telephone numbers and FAX numbers and e-mail addresses, if available.
- This edition shall contain a copy of the minutes from the Associations annual business meeting.
- This edition shall contain any amendments or additions to the By-Laws that were adopted at the business meeting.
- Maintain departments for quarterly reports from all elected Officers that they may wish to submit.
Membership Recruiting Committee:
All Association members are automatically members of this committee and shall endeavor to interest eligible persons to become active members of the Association. The Vice-President shall serve as Chairman.
Public Relations Committee:
Under the supervision of the Vice-President, this committee shall be responsible for recommending appropriate action in support of memorial programs already adopted by the Association and to recommend or propose such suitable new memorials as are within Association funding limits to honor veterans of the U.S.S. Coral Sea.
Under the supervision of the Vice-President, this committee shall be responsible for initiating a reception program to greet all members and prospective members at the annual reunion site.
- This committee shall be comprised of a chairman appointed for a 2 (two) year term by the President and 3 (three) members that shall be appointed by the scholarship committee chairman. The committee’s scholarship fund shall be controlled by the Treasurer separately from the Association’s general fund and shall consist of all monies donated to or collected for the scholarship program. In addition, the Association shall maintain a separate investment program for scholarship purposes that is overseen by the committee chairman. No funds for the annual scholarship shall be withdrawn from the investment program until such time as the investment can provide sufficient profit to pay the entire annual scholarship. The committee chairman shall provide copies of the June and December investment statements to both the President and the Treasurer. In addition, the committee chairman shall provide both of these Officers with the latest investment statement prior to the annual Association business meeting.
- Relatives of the scholarship committee chairman or committee members shall not be allowed to enter the scholarship contest.
- The scholarship award shall remain at $2,000.00 unless the Scholarship Committee successfully petitions the Board of Directors to approve a change in the amount awarded.
- The committee chairman is responsible for providing the necessary publicity for each Association newsletter relative to the scholarship contest. Details of such publicity are included in a separate operating plan of the scholarship program which governs the actual operation of the scholarship program.
Article XIII APPOINTMENTS:
As soon as possible after the annual business meeting, the President may appoint members to serve the association as:
Liaison to any ship that may be named U.S.S. Coral Sea.
Article XIV SMALL STORES:
- The Association President shall appoint an active member in good standing to be responsible for duty as the Association’s small stores storekeeper.
- The small stores storekeeper shall be bonded in the amount of $10,000.00.
- Funding for operation and stocking of the small store shall be derived from sales of the items stocked and/or out of the Association general fund, if it is required for building up the stock reserves.
- The small store’s storekeeper shall make quarterly financial reports to the Treasurer. The reports are to contain:
A listing of all income received, including sources and amounts.
All expenditures, including copies of receipts for amounts paid out. These quarterly financial reports must be sent to the Treasurer so that they are received by the 15 th. day of the reporting month, i.e. January, April, July and October.
- The small store storekeeper shall send an annual financial report to the
Treasurer. This report shall show the totals of income and expenditures that were listed on the quarterly reports. The annual financial report must be received by the treasurer by July 15 th.
- Sales methods shall be either direct sales, e.g. at the annual Association reunion or through the mail. By using the order blank published in the latest issue of “Sea Breeze:, members can list their order and forward it with their check for the items that they desire to the storekeeper.
- In order to assure the quality of items offered and to insure that any profit derived from the sale of these items goes to the U.S.S. Coral Sea Association, the following steps are necessary:
Any item with the Coral Sea Association name or logo or other Coral Sea representation on it, or in it, may only be sold thru the Coral Sea Small Stores. No one but the Small Stores Storekeeper or his appointee may purchase items for sale through the Coral Sea Small Stores.
Article XV AMENDMENTS:
Any part of these By-Laws may be repealed, amended or added to by submitting the proposition in writing with the member’s signature to the By-Laws Committee for their Consideration per Article XII, Sec. 5.
Amendments submitted for repeal, change or addition will be considered each year. Such proposals, if deemed valid by the By-Laws Committee shall be published in the June issue of the Association newsletter, “Sea Breeze”, so the committee must send them to the Secretary by May 20 th. each year.
These proposed changes will be brought before the membership at the Association’s annual business meeting each year for a vote on their approval or rejection. Adoption of the proposition will require passage by a two-thirds majority vote of the members voting. If the proposed change is adopted, it will take effect immediately. No more than two amendments to a proposed By-Laws change or addition may be submitted from the floor.
Article XVI PARLIAMENTARY PROCEDURE:
The latest revision of “Robert’s Rules of Order” shall govern the conduct of Association business in all cases where they are applicable and where they are not in conflict with these By-Laws.
Article XVII DISSOLUTION OF THE ASSOCIATION:
In the event of dissolution of the Association, all monies of the Association shall be turned over to the museum and memorials of the Association to be used for the expenses of preserving these entities for as long as the funds shall last.