BY - LAWS OF THE DEFENSE INTEL ALUMNI ASSOCIATION, INC.
ARTICLE I Offices
Section 1. Registered
Office.
The Corporation shall have and continuously maintain in the Commonwealth of Virginia
a registered office, with a registered agent whose business office is identical
with such registered office, as required by the Non-stock Corporation Act of
the Commonwealth
of Virginia. The
registered agent and the address of the registered office may be changed from
time to time by the Board of Directors.
Section 2. Business
Offices.
The Corporation shall have a principal business office and may also have such
other business offices at such place or places within or without the Commonwealth of Virginia as the Board of Directors may,
from time to time, designate and as the business of the Corporation may
require.
ARTICLE II Purpose
Section 1. Nature of
Corporation.
The Corporation is a non-profit, nonstock corporation formed under the Non-stock
Corporation Act of the Commonwealth of Virginia, which is organized and shall
be exclusively operated for pleasure, recreation, educational and any other non-profitable
purpose for the benefit of the members of the corporation in accordance with
the provisions of Section 501(c)(7) of the Internal Revenue Code and the
Regulations promulgated and applicable rulings issued hereunder.
Section 2. Primary Purpose.
The Corporation is organized and shall be exclusively operated in accordance
with its Articles of Incorporation as filed with the State Corporation
Commission of the Commonwealth
of Virginia.
ARTICLE III Board of
Directors
Section 1. General Powers.
The Board of Directors shall have the general power to manage and control the
affairs and property of the Corporation, and shall have full power, by majority
vote, to adopt rules and regulations governing the action of the Board.
Section 2. Standard of
Conduct.
Each Director, in his capacity as such and including any duties as a member of
any committee of the Corporation as provided in Article V, shall discharge his
duties in accordance with his good faith judgment of the best interest of the
Corporation. Generally, a Director shall be entitled to rely on information,
opinions, reports or statements, including but not limited to financial
statements and other financial data, prepared or presented by any officer,
employee, committee or outside advisor which the Director, in good faith,
believes to be reliable and competent in the matters being addressed, unless he
has knowledge or information concerning the matter in question that makes such
reliance unwarranted.
Section 3. Number,
Qualifications, Election and Tenure of Directors.
A, The number of Directors
constituting the Board of Directors shall be twelve (12) voting directors
elected from the association’s membership and two non-voting members appointed
by the Defense Intelligence Agency. Directors need not be residents of Virginia.
B. The original Board of
Directors shall be composed of those Directors named in the Corporation's
Articles of Incorporation, as filed with the State Corporation Commission of
the Commonwealth
of Virginia. Each original
Director shall hold office from the date of the organizational meeting of the
Corporation until the first annual meeting of the Board of Directors and until
his successor is elected and qualified.
C. Election to the Board of
Directors will be held annually. Directors will serve for one (1) to three (3)
year terms as determined by the board. They may serve for a maximum of two
terms consecutively or until their respective successors are elected and
qualified. After having served for two terms, they may not stand again for
election until they have been out of office for at least six months. Board of
Director term lengths should be structured so that at least two but not more
than four director positions expire during one calendar year.
D. Election to the Board of
Directors shall be by majority vote of the then members of the association
present at the annual business meeting.
Section 4. Vacancies.
Any vacancy occurring in the Board of Directors that shall occur prior to the
expiration of a term shall be filled temporarily by such person as shall be
elected thereto by an affirmative vote of a majority of the remaining members
of the Board of Directors of the Corporation. A Director so elected to fill a
vacancy shall hold office until the next
general election and will be a nominee for re-election. Temporary appointments to the
Board will not count as a term in office for the purpose of term limits.
Section 5. Removal.
Any Director may be removed, with or without cause, by the Board of Directors
upon an affirmative vote of two-thirds of the remaining members of the Board of
Directors whenever, in its judgment, the best interests of the Corporation
would be served thereby.
Section 6. Annual Meetings.
The annual meeting of the Membership shall be held each year, at such time and
place as shall be designated by the President of the Corporation. The agenda of
the annual meeting shall be submitted to the Membership at least twenty (20)
days before the annual meeting. The annual meeting should include the normal
election of board members and the annual financial report.
Section 7. Special
Meetings.
Special meetings of the Board of Directors may be called by or at the request
of the President of the Corporation or any two of the Directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the Commonwealth of Virginia,
as the place for holding any special meeting of the Board called by them.
Section 8. Notice.
Notice of any meeting of the Board of Directors shall be given at least five
(5) days previous thereto, either verbally in person or by telephone, or by
written notice delivered personally, sent by mail, email or by facsimile
transmission to each Director at his address as shown in the records of the
Corporation. If verbal notice, such notice shall be deemed effective when
communicated if the communication is in a reasonable and comprehensible manner.
If written notice, such notice shall be deemed effective either when delivered,
emailed or transmitted by facsimile to the recipient or when deposited in the United States
mail in a sealed envelope so addressed. Any Director may waive notice of any
meeting. The attendance of or participation by a Director at any meeting shall
constitute a waiver of notice of such meeting, except where a Director at the
beginning of the meeting or promptly upon his arrival expresses his objection
to holding the meeting or transacting business at the meeting and he does not
thereafter vote for or assent to any action taken at the meeting. The business
to be transacted at, and the purpose of, any meeting of the Board of Directors
need not be specified in the notice or waiver of notice of such meeting.
Section 9. Quorum.
A majority of the total number of members of the Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the
Board; but, if less than a majority of the Directors are present at said meeting,
a majority of the Directors present may adjourn the meeting from time to time
without further notice.
Section 10. Manner of
Acting.
The Board of Directors shall act only by a majority vote at a meeting at which
a quorum is present, unless the act of a greater number is required by law or
by these By-laws. Members of the Board of Directors may participate in a
meeting of such Board by means of a conference telephone or similar
communications equipment whereby all persons participating by such means shall-be
able to hear all other participants and such participation by such means shall
constitute presence in person at such a meeting. A written record shall be made
of the action taken at each meeting.
Section 11. Compensation.
Directors as such shall not receive any compensation or stated salaries for
their services, but by resolution of the Board of Directors reimbursement may
be approved for expenses incurred on
behalf of the corporation and expenses may be allowed for attendance at each
annual or special meeting of the Board; but nothing herein contained shall be
construed to preclude any Director from serving the Corporation in any other
capacity and receiving compensation therefore.
Section 12. Informal Action
by Directors.
Any action required, which may be taken at a meeting of Directors, may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed or electronically voted by all of the Directors.
Section 13. Resignation of
Directors.
A Director may resign from the Board of Directors at any time by giving written
notice of his resignation addressed to the President or Secretary of the
Corporation, or by presenting his written resignation at an annual or special
meeting of the Board of Directors.
Section 14 Non-voting
Directors.
Past Presidents (Presidents
Emeritus) of the corporation may continue to serve as non-voting members of the
board with the approval of current board members or on committees to provide
historical background, continuity and context for past decisions, policies and
actions of previous boards, and give advice on current and future policies and
activities.
Section 15 Board of
Advisors.
Past Presidents (Presidents
Emeritus) and past board members of the corporation may serve on or be considered
as, a Board of Advisors to provide historical continuity and assistance to the
Board of Directors.
ARTICLE IV Officers,
Classes of Members and Reciprocity
Section 1. Officers.
The officers of the Corporation shall be a President, a Secretary and a Treasurer
and such other officers as may be elected in accordance with the provisions of
this Article. The Board of Directors may elect or appoint such other officers,
including one or more Vice Presidents, one or more Assistant Secretaries, and
one or more Assistant Treasurers, as it shall deem desirable, such officers to
have the authority and perform the duties prescribed, from time to time, by the
Board of Directors. Any two or more offices may be held by the same person,
except the offices of President and Secretary.
Section 2. Election and
Term of Office.
The officers of the Corporation shall be elected by the Board of Directors at
an annual meeting of the Board. If the election of officers shall not be held
at such meeting, such election shall be held as soon thereafter as conveniently
may be. New offices may be created and filled at any meeting of the Board of
Directors. Each officer shall hold office for a term of one (1) year or two (2)
years, as determined by the Board of Directors, and until his successor shall
have been duly elected and qualified.
Section 3. Removal.
Any officer elected or appointed by the Board of Directors may be removed by
the Board upon an affirmative vote of a majority of the entire Board of
Directors, whenever in its judgment the best interests of the Corporation would
be served thereby.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, shall be filled by such person who shall be
elected thereto by an affirmative vote of a majority of the Board of Directors
for the unexpired portion of the term to which he or she succeeds.
Section 5. President.
The President shall be the chief executive officer of the Corporation and
shall, in general supervise and conduct the business affairs of the
Corporation. The President shall preside at meetings of the Board of Directors
as Chairman of the Board. The President may sign, with the Secretary or any
other proper officer of the Corporation authorized by the Board of Directors,
any deed, mortgages, bonds, contracts, or other instruments which the Board of
Directors has authorized to be executed, except in the cases where the signing
and execution thereof shall be expressly delegated by the Board of Directors or
by these By-laws or by statute to some other officer or agent of the
Corporation; and, in general, he shall perform all duties incident to the
office of President and such duties as may be prescribed by the Board of
Directors from time to time.
Section 6. Vice President.
Each Vice President shall have such responsibility and authority, and shall
perform such duties, as shall be determined by the Board of Directors or may be
assigned by the President.
Section 7. Treasurer.
The Treasurer shall have charge and custody of and be responsible for all funds
and securities of the Corporation; receive and give receipts for monies due and
payable to the Corporation from any source whatsoever, and deposit all such
monies in the name of the Corporation in such banks, trust companies or other
depositories as shall be selected in accordance with the provisions of Article
VI of these By-laws; and, in general, perform all the duties as from time to
time may be assigned to him by the President or by the Board of Directors. The
Treasurer shall, if required by the Board of Directors, give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties
as the Board of Directors may determine.
Section 8. Secretary.
The Secretary shall keep the minutes of the meetings of the Board of Directors
in one or more books provided for that purpose; see that all notices are duly
given in accordance with the provisions of these By-laws or as required by law;
be custodian of the corporate records and of the seal of the Corporation and
see that the seal of the Corporation is affixed to all documents, the execution
of which on behalf of the Corporation under this seal is duly authorized in
accordance with the provisions of these By-laws; keep a register of the post
office address of each Director which shall be furnished to the Secretary by
such Director; and, in general, perform all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to him by
the President or by the Board of Directors.
Section 9. Assistant
Secretaries and Assistant Treasurers.
The Assistant Treasurers and Assistant Secretaries, in general, shall perform
such duties as shall be assigned to them by the President, the Treasurer, the
Secretary or by the Board of Directors. If required by the Board of Directors,
the Assistant Treasurers shall give bonds for the faithful discharge of their
duties in such sums and with such sureties as the Board of Directors may
determine.
Section 10, Classes of
Members and Reciprocity.
- Regular Members: US civilians
employed by, retired from, or on exchange duty from other US government
organizations with the Defense Intelligence Agency and its subordinate units or
organizations and US military personnel who were assigned to, or on exchange
duty with DIA or its subordinate units or organizations, or the Defense Attache
System are eligible to become regular members upon application for membership
and payment of dues. United States
civilian or military personnel who have graduated from the National Defense
Intelligence College
are eligible to become regular members upon application for membership and
payment of dues subject to the DIAA acceptance process. For events where
classified information is to be presented, regular members must be up to date
in DIA’s security data base or have security clearances that can be certified
to DIA.
- Associate Members: Spouses or former
spouses of current and deceased DIA members are entitled to all the benefits of
regular members upon application for membership and payment of dues for regular
membership subject to the DIAA acceptance process. For events where classified
information is presented, associate members, must have security clearances that
can be certified to DIA..
- Honorary Members. The Board of Directors
may grant honorary membership for a period not to exceed one year to an
individual who has served or assisted DIAA in a manner determined by the board
to warrant such recognition. Honorary members are entitled to attend all DIAA
sponsored events as regular members.
- Reciprocal Members. The Board of
Directors may choose to enter into reciprocal agreements with other
intelligence related organizations with members of both organizations receiving
reciprocal membership benefits from each respective organization. Entitlement
benefits will be as specified by the Board of Directors in reciprocal
agreements.
ARTICLE V Committees
Section 1. Executive
Committee of Directors.
The Board of Directors, by resolution adopted by a majority of the Directors in
office, may designate and appoint an Executive Committee, which shall consist
of at least two Directors, one of whom shall be the President of the
Corporation, which committee shall have and exercise the authority of the Board
of Directors in the management of the Corporation during the intervals between
meetings; provided, however, that such committee shall not have the authority
of the Board of Directors in reference to amending, altering or repealing the
By-laws; electing, appointing or removing any Director of the Corporation;
amending the Articles of Incorporation; adopting a plan of merger or adopting a
plan of consolidation with another corporation; authorizing the sale, lease,
exchange or mortgage of all or substantially all of the property and assets of the
Corporation; authorizing the voluntary dissolution of the Corporation or
revoking proceedings therefore; or amending, altering or repealing any
resolution of the Board of Directors which by its term provides that it shall
not be amended, altered or repealed by such committee. The designation and
appointment of any such committee and the delegation thereto of authority shall
not operate to relieve the Board of Directors, or any individual Director, of
any responsibility imposed upon it or him by law.
Section 2. Advisory and
Other Committees.
The Board of Directors may also appoint such other committees, including an
Advisory Committee, as the Board may determine, which shall have such powers
and duties as shall from time to time be prescribed by the Board. The President
shall be a member ex-officio of each Committee appointed by the Board of
Directors.
Section 3. Term of Office.
Each member of a committee shall continue as a member thereof until the next
annual meeting of the Directors of the Corporation and until his successor is
appointed, unless the committee shall be sooner terminated, or unless such
member be removed from such committee, or unless such member shall cease to
qualify as a member thereof.
Section 4. Chairman of
Committees.
One member of each committee shall be appointed Chairman thereof; provided,
however, that the President of the Corporation shall be the Chairman of the
Executive Committee.
Section 5. Vacancies.
Vacancies in the membership of any committee may be filled by appointments made
in the same manner as provided in the case of the original appointments.
Section 6. Quorum.
Unless otherwise provided in the resolution of the Board of Directors
designating a committee, a majority of the whole committee shall constitute a
quorum and the act of a majority of the members present at a meeting at which a
quorum is present shall be the act of the committee.
Section 7. Rules.
Each committee may adopt rules for its own government not inconsistent with
these By-laws or with rules adopted by the Board of Directors.
ARTICLE VI Contracts,
Checks, Deposits and Funds
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents
of the Corporation, in addition to the officers so authorized by these By-laws,
to enter into a contract or execute and deliver any instrument in the name of
and on behalf of the Corporation, and such authority may be general or confined
to specific instances.
Section 2. Checks, Drafts,
etc.
All checks, drafts or orders for the payment of money, notes or other evidences
of indebtedness issued in the name of the Corporation shall be signed by such
officer or officers, agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the Board of Directors.
Section 3. Deposits.
All funds of the Corporation shall be deposited from time to time to the credit
of the Corporation in such banks, trust companies or other depositories as the
Board of Directors may select.
Section 4. Gifts and Contributions.
The Board of Directors may accept on behalf of the Corporation any
contribution, gift, bequest or devise for the general purpose or for any
special purpose of the Corporation. Such contributions, gifts, bequests or
devises shall be in conformity with the laws of the United
States, the Commonwealth
of Virginia, or any other
relevant jurisdiction.
ARTICLE VII Books and
Records
The Corporation shall keep
correct and complete books and records of account and shall also keep minutes
of the proceedings of its Board of Directors and committees having any of the
authority of the Board of Directors.
ARTICLE VIII Fiscal Year
The fiscal year of the
Corporation shall begin on the first day of January and end on the last day of
December.
ARTICLE IX Seal
The Board of Directors
shall provide a corporate seal, which shall be in the form of a circle and
shall have inscribed thereon the words: "DEFENSE INTEL ALUMNI ASSOCIATION,
INC., 1998, Commonwealth
of Virginia, Corporate
Seal."
ARTICLE X Waiver of Notice
Whenever any notice is
required to be given under the provisions of the Non-Stock Corporation Act of
the Commonwealth of Virginia or under the provisions of the Articles of
Incorporation or the By-laws of the Corporation, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such
notice.
ARTICLE XI Indemnification
Any present or former
Director or officer of the Corporation, or other such persons so designated in
the discretion of the Board of Directors, or the legal representative of such
person, shall be indemnified by the Corporation against all reasonable costs,
expenses, and counsel fees paid or incurred in connection with any action, suit,
or proceeding to which any such person or his legal representative may be made
a party by reason of his being or having been such a Director or officer, or
serving or having served the Corporation, except in relation to matters as to
which he shall be found guilty of negligence or misconduct in respect of the
matters in which indemnity is sought and in relation to matters settled or
otherwise terminated without a final determination on the merits where such
settlement or termination is predicated on the existence of such negligence or
misconduct.
ARTICLE XII Dissolution
The Corporation may
dissolve and wind up its affairs in accordance with the procedures set forth in
the Nonstock Corporation Act of the Commonwealth
of Virginia. Upon
dissolution of the Corporation and the winding up of its affairs, the assets of
the Corporation shall be distributed exclusively as provided in the Articles of
Incorporation of the Corporation.
ARTICLE XIII Amendments to
By-laws
These By-laws may be
altered, amended, or repealed and new By-laws may be adopted by the affirmative
vote of a majority of the Board of Directors present at any annual meeting or
at any special meeting.
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