NWCAA Alumni Association By-Laws
THE NATIONAL WAR COLLEGE
Fort Lesley J. McNair
Washington, D.C. 20319
The By-laws of the Alumni Association of the National War College
ARTICLE I – OFFICES
Name. The name of the organization shall the Alumni Association of The National War College (NWC) hereafter referred to as the “Association.” The Association may also be identified by the short title, “NWC Alumni Association.”
Principal Office. The Association may have other offices as the Board of Directors may determine or the activities may require.
Other Offices. The Association may have other offices as the Board of Directors may determine or the activities may require.
Registered Office. The registered office of the Association is Building 61, Fort Leslie J. McNair, Washington, D.C.
Purpose. The primary purpose of the Association is education within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1986 or other provisions of state or federal law as may from time to time be applicable. The Association, a non-profit organization, will operate solely for the benefit of its members and the National War College by enhancing the member’s understanding of significant national security issues, providing opportunities for exchanges between members and supporting the education programs of the National War College. The Association will work to furnish opportunities for public understanding of the college’s role in developing leaders who joint together for the defense of our national interests.
Membership. Membership in the Association shall be voluntary. To be eligible for membership in the Association applicants must meet the following qualifications:
Regular Membership. There shall be two classes of regular membership: Life Members and Annual Members. Life Members shall be assessed a one-time lump sum payment that may be paid in four installments over a one-year period. Annual members shall be assessed on an annual basis. To be eligible for membership in the Association as a Regular member, the applicant shall meet one of the following qualifications:
Hold a diploma from the National War College;
Have served satisfactorily as a member of the Resident Faculty for at least one academic year or its equivalent; or
Have served satisfactorily as a member of the college Directing Staff for at least one academic year, or its equivalent.
Adjunct Membership. To be eligible for membership in the Association as an Adjunct Member, the applicant must meet one of the following qualifications:
Be a member of the Resident Faculty or Directing Staff who does not qualify as a Regular Member; or
Be a member of the Resident Class.
Honorary Membership. To be eligible for membership in the Association as an Honorary member by virtue of distinguished service to the College, the applicant must be offered membership by the Board of Directors and have accepted honorary membership. Honorary membership shall be conferred without payment of the membership fees or dues.
Associate Membership. To be eligible for membership in the Association as an Associate Member, the applicant must meet one of the following qualifications:
Be the surviving spouse of any person who could have qualified for regular or adjunct membership;
Have expressed an interest in Alumni Association Membership by attending programs at the National Defense University, the National War College, or events hosted by the Alumni Association of the National War College.
Membership Approval. The Executive Director of the Association will approve applicants for membership.
Membership Dues. Membership Dues and Fees shall be approved and fixed by the Board of Directors.
Termination. Membership shall be terminated based on the provisions established by the Board of Directors and may not be otherwise terminated or suspended other than for nonpayment of dues and fees.
Non-Discrimination. Membership in the Association shall not be based upon race, color, religion, sex or national origin.
Meetings. A meeting of the membership shall be held at least annually on a date and at a time and place determined by the Board of Directors. Action by the Association shall be by majority vote of regular members present. Proxy votes are not permitted. Proceedings shall be recorded and contain as a minimum the number of members present, all business transacted, a written statement of the financial condition of the Association and record of election of officers.
Special Meetings. Special meetings of the membership for any purpose may be called by the President or at the request in writing of the majority of directors or 25 percent of the members entitled to vote.
Notice of Meetings. Early written notice state the place, date and time of meeting shall be given to each member in order to achieve maximum attendance.
Role, Numbers, and Term. The Board of Directors comprising not fewer than 10 and not more than 18 directors will manage be business and educational activities of the Association. Directors will serve a two-year term and may serve a second consecutive two-year term. The President shall appoint directors other than the elected officers. All directors will have voting authority for business s conducted by the board. The Executive Director term has no time limitation.
Replacement of Board Members. Should a director die, resign or be removed, the President may appoint a director to serve for the duration of the unexpired term.
The Executive Director. The Executive Director of the Association shall be a member of the board ex-officio.
Compensation. No compensation shall be paid as a member of the Board of Directors for services as a member of the Board except by resolution of the Board. Directors may be reimbursed for expenses incurred on behalf of the Association.
Appointed Board Members. In addition to those selected by the President are:
The Commandant of the National War College’s representative (nominated by the Commandant);
Resident class member who shall be the President of the class;
The Executive Director ex-officio selected by the Board of Directors and who serves at the pleasure of the President of the board.
The Board of Directors must meet at least two times each calendar year and hold its meetings at such times and places as a majority of the directors determine. The Board of Directors may delegate this authority to the President. At all meetings of the Board of Directors a majority of the directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business. Except where otherwise required by law or by these by-laws, the affirmative vote of a majority of the directors present at a duly held meeting shall be sufficient for any action by the board.
Special Meetings. Special meetings of the Board of Directors may be called at any time upon request of the President, the executive director, or any two directors provided the request specifies the purpose of the meeting.
Notice of Meetings. Written notice of the regular and special meetings shall be given in adequate time to insure maximum attendance.
Number and Term. The officers of the Association shall be regular members and members of the board. They shall be elected by a majority of the regular membership at the annual meeting and serve a two-year term. Elected officers can serve a second term given that are elected or appointed again.
Elected Officers are designed as:
First Vice President;
Second Vice President; and
Third Vice President.
Elections. A Nominating Committee appointed by the President of the Association shall prepare and submit its nominations to the President to be placed before the membership at a duly constituted meeting of the general membership. At least one nomination for the four elective positions as defined above shall be made from each of the four principal components that make the membership of the Association. The four principal components are defined as Army, Sea Services, Air Forces, and Civilian. The Committee shall designate the office each nominee will fill.
Regular members present at the meeting, provided the consent of the nominee has been obtained, may place names in nomination for the four elective positions.
Election shall be by majority vote of the regular members present at the meeting.
In the event that a general membership meeting can not be held due extraordinary circumstances, the Board of Directors shall make provisions for filling the elected and appointed board position pending a meeting of the regular membership.
Removal of Officers. Any officer may be removed with or without cause by an affirmative vote of a majority of the directors present at a duly held meeting of the Board of Directors for which notice stating such purpose has been given in writing in advance of the meeting.
Replacing of Officers. The Board of Directors shall fill a vacancy in a office because of death, resignation, or removal. For elected officers the replacement shall serve for the duration of the term or pending an election at the next annual meeting of the membership whichever occurs first.
Powers and Duties of Officers. The powers and duties of Officers are defined as follows:
President. The President shall preside at all meetings of the Board of Directors and the membership and shall oversee the long-term objectives of the Association. The President shall serve as a link between the board and the executive director and shall perform such other duties as may be determined by the Board of Directors.
The First Vice President. The first vice President shall perform such duties as may be determined by the Board of Directors. The first vice President shall be vested with all powers of and perform all duties of the President in the President’s absence or inability to act, but only so long as such absence or inability exists.
The Second and Third Vice Presidents. The second and third vice Presidents shall perform duties as determined by the Board of Directors. The second vice President shall be vested with all the powers of and perform all duties of the President if both the President and the first vice President are absent or unable to perform their duties only so long as such absence or inability exists.
Establishing Committees. The Board of Directors will establish one or more standing committees having the authority of the board in the management of the business of the Association to the extent determined by the board. Committee members may be members of the board or interested regular members.
The Committees. The Board of Directors will establish the following committees:
Executive Committee. The executive committee consists of the President, the first vice President, chairperson of the membership and finance committees, and the executive director. The executive committee shall have decision-making authority to act upon urgent business during periods between board meetings.
College Program. The college program committee shall recommend to the Board of Directors and the executive director the type and amount of support that shall be provided to the National War College.
Washington Alumni Seminars. The Washington alumni seminar committee is responsible for Washington Area alumni seminars, Washington Area evening alumni lectures, Washington area alumni discussion groups, and other Washington area activities.
Regional Conferences. The regional conference committee is responsible for developing and administrating regional conferences.
Membership. The membership committee is responsible for membership solicitation, annual and life membership programs, member services and resident student contact.
Finance. The finance committee monitors all financial management activities, assists the executive director in developing a budget, and assures that an annual audit is performed.
Development. The development committee is responsible for the Education Fund, merchandise sales, and fund raising activities.
Chairperson Appointments. Committee chairpersons shall be appointed by the President and shall remain in office at his pleasure. Committee chairpersons may be re-appointed. Committee chairpersons may recruit members for the committees subject to the concurrence of the President.
Chairperson’s Role. Committee chairpersons shall advise and keep up to date the President and the Board of Directors on matters within their areas of responsibilities.
Annual Membership. Annual membership shall be on a calendar year basis. The Board of Directors shall set dues.
Life Membership. The Board of Directors shall set dues based on actuarial tables. The transfer of payment from the Life Membership Fund to the operating account shall be made at the beginning of each calendar year in lieu of annual dues of Life Members.
Pecuniary Liability. As the Association is a private organization within the meaning of the provisions of the Army regulations, it is a non-appropriated fund instrumentality nor is there any official relationship between its activities and those of the Department of Defense personnel who are members or participants in the Association.
Liability. Given paragraph 1 above, and since the Association resides on Fort Leslie J. McNair and operates under the auspices of the Department of the Army, members of the Association are personally liable if assets of the Association are insufficient to cover liabilities.
Location of By-laws. A copy of the by-laws shall be available in the building that is the Association’s principal place of business. All companies, organizations, and individuals with whom the Association transacts business shall take careful notice of the provisions of this Article.
Fiscal Year. The Association’s fiscal year shall coincide with the calendar year.
Procedures. The Board of Directors may from time to time adopt, amend, or repeal all or any of the by-laws of the Association by a two-thirds majority vote. When contemplating important by-law changes, the Board of Directors shall determine when it is necessary to refer the changes to the regular membership for their approval.
Upon dissolution of the Association, the President shall, after paying or making provisions for the payment of all liabilities or the Association, dispose of all the assets of the Association exclusively for the purpose of the Association in such manner or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes, as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provisions of any future United States Revenue Law, as the President shall determine.
These by-laws are approved by acclamation at the annual business meeting of the National War College, Alumni Association, held at non on June 17, 2003, at the Officer’s Club on Fort Leslie J. McNair, Washington, D.C., and take effect immediately.