UNITED STATES MERCHANT MARINE ACADEMY ALUMNI ASSOCIATION AND FOUNDATION, INC. BY-LAWS APPROVED MAY 23, 2017

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1 UNITED STATES MERCHANT MARINE ACADEMY ALUMNI ASSOCIATION AND FOUNDATION, INC. BY-LAWS APPROVED MAY 23, 2017

2 TABLE OF CONTENTS ARTICLE I GENERAL S1.1 Name of the Corporation 1 S1.2 Governing Law; Governing Procedure. 1 S1.3 Principal Office 1 S1.4 Nonprofit and Tax-Exempt 1 S1.5 Definitions 1 ARTICLE II CONFLICTS OF INTEREST S2.1 Policy 3 ARTICLE III MEMBERSHIP S3.1 Classes of Membership 3 S3.2 Qualification for Regular Membership 3 S3.3 Qualification for Honorary Membership 3 S3.4 Perpetual Membership 3 S3.5 S3.6 S3.7 S3.8 S3.9 S3.10 S3.11 S3.12 S3.13 Annual Meeting Special Meetings Notice of Meeting Waiver of Notice Qualification of Members to Vote Quorum Organization Voting Proxies ARTICLE IV - BOARD OF DIRECTORS S4.1 Power of Board and Qualification of Directors 6 S4.2 Classification; Number and Term of Office 6 S4.3 Vacancies 7 S4.4 Resignation; Removal 8 S4.5 Director Emeritus 8 S4.6 Annual, Spring, Regular and Special Meetings 8 S4.7 Notice of Meetings 8 S4.8 Waiver of Notice 8 S4.9 Presiding Officer 9 S4.10 Participation at Board Meetings 9 S4.11 Action by Unanimous Consent 9 S4.12 Quorum; Voting 9 S4.13 Absences

3 ARTICLE V COMMITTEES S5.1 Classification; Composition 11 S5.2 Committees of the Board 11 S5.3 Established Committees of the Board 11 S5.4 Board Committee Members; Election; Appointment; Term, Removal 13 S5.5 Committees of the USMMA-AAF 13 S5.6 USMMA-AAF Committee Members; Election; Appointment; Term 13 S5.7 Powers 14 S5.8 Meetings of Committees 14 S5.9 Quorum; Voting 14 S5.10 Absences 14 ARTICLE VI - OFFICERS S6.1 Election; Qualification 15 S6.2 Term; Attendance & Board Meetings; Voting Rights 15 S6.3 Resignation; Removal; Vacancies 15 S6.4 Chair 15 S6.5 Vice-Chairs 16 S6.6 President & Compensation of the President 16 S6.7 Secretary 16 S6.8 Other Officers 16 S6.9 Compensation 16 ARTICLE VII - ENDOWMENT FUND AND OTHER PERMANENTLY RESTRICTED FUNDS S7.1 Establishment of Endowment 16 S7.2 Other Permanently Restricted Funds 16 S7.3 Management 17 ARTICLE XIII CHAPTERS S8.1 Formation 17 S8.2 Approval of By-laws; Affiliation Agreement 17 S8.3 Name of Local Chapters 17 S8.4 Chapter Stationery 17 S8.5 Coordination of Chapter Activities 17 S8.6 Chapter Conduct 17 ARTICLE IX INDEMNIFICATION AND INSURANCE S9.1 Authorize Indemnification 18 S9.2 Prohibited Indemnification 18 S9.3 Advancement of Expenses 18 1

4 S9.4 Indemnification of Others 18 S9.5 S9.6 S9.7 S9.8 Determination of Indemnification Binding Effect Insurance Non-Exclusive Rights ARTICLE X MISCELLANEOUS S10.1 Amendments 19 2

5 ARTICLE I GENERAL Section 1.1 Name of the Corporation. The name of the corporation is UNITED STATES MERCHANT MARINE ACADEMY ALUMNI ASSOCIATION AND FOUNDATION, INC. (herein referred to as the USMMA-AAF or the Corporation ). Section 1.2 Governing Law. The USMMA-AAF is a New York not-for-profit corporation incorporated and governed in accordance with the laws of the State of New York. Section 1.3 Principal Office. The headquarters of the USMMA-AAF shall be in Nassau County, New York or at such other location as may be determined by the Board of Directors. The USMMA-AAF may also have offices at such places within or without the State of New York as its Board of Directors may from time to time establish. Section 1.4 Nonprofit and Tax-Exempt. The USMMA-AAF is a nonprofit organization and a tax-exempt organization as described in Sections 501(c)(3) of the Internal Revenue Code, qualified to receive tax-deductible charitable donations. Section 1.5 Definitions. As used hereinafter, the words and phrases defined in this Section shall have the following meanings: (a) (b) Board means the Board of Directors of the USMMA-AAF Director means a member of the Board of Directors of the USMMA-AAF. (c) Chapter means a duly chartered local chapter of the USMMA-AAF, the charter of which has not been suspended or revoked by the Board. (d) USMMA means the United States Merchant Marine Academy. (e) The entire Board means the number of Directors set in accordance with Section 4.2 of these By-laws (f) Voting Director means the members of the Board of Directors permitted to vote, which shall not include any Director Emeritus as defined in Section 4.5, each of whom shall be a non-voting Director. (g) National Director means the members of the Board of Directors nominated and voted onto the board by the Regular Members during the Annual Meeting of the AAF in accordance with Section 4.2 of these By-laws. (h) Quorum means at least one half of the Voting Directors in office at the time of the meeting of the Board of Directors. 1

6 (i) Voting by Proxy refers only to voting by Regular Members, as defined in Section 3.2, who may vote either in person or by proxy. Directors are prohibited from voting by proxy on matters before the Board, in accordance with New York law 2

7 ARTICLE II CONFLICTS OF INTEREST Section 2.1 Policy. The Board shall adopt a conflict of interest policy, which shall define related party transactions and the circumstances that constitute a conflict of interest, as well as appropriate procedures for disclosure. The Board shall evaluate related party transactions and potential conflicts of interest in accordance with the conflict of interest policy. ARTICLE III MEMBERSHIP Section 3.1 Classes of Membership. There shall be two (2) classes of membership in the USMMA-AAF as follows: Regular Members and Honorary Members. There shall be kept at the Principal Office of the USMMA-AAF a permanent list of all such memberships. Section 3.2 Qualification for Regular Membership. Any person who has completed the course of instruction or was deemed by the USMMA to be a graduate at Kings Point, NY; Pass Christian, LA, or San Mateo, CA shall automatically become a Regular Member. Any member of the Cadet Corps who completed either basic training or the Fourth Class year and who has served not less than six (6) months on board merchant or naval ships, or the equivalent thereof, as a cadet or midshipman, provided that his/her discharge from the USMMA or Cadet Corps was under honorable conditions, is also admitted to Regular Membership. Section 3.3 Qualification for Honorary Membership. Any person who has received an honorary degree from the USMMA or who has rendered distinguished service or benefactions to or in advancement of the USMMA, its Regiment of Midshipmen, the United States Maritime Industry or this USMMA-AAF, including parents and widow(er)s of Alumni may be elected to Honorary Membership on recommendation of a Regular Member and the Nominating Committee and with the approval of the Board. Honorary Membership designation does not confer any formal rights, and specifically does not confer the right to vote for USMMA directors, or any other decisions which are subject to approval by the voting members of USMMA. Section 3.4 Perpetual Membership. Certain persons who met the criteria for Regular Membership and were granted perpetual membership status shall remain as Regular Members perpetually, with all rights associated therewith. All other persons who have been granted perpetual membership status but did not meet the criteria for Regular Membership shall be classified as Honorary Members and remain as Honorary Members perpetually. However, no new perpetual memberships shall be granted. Section 3.5 Annual Meeting. The Annual Meeting of members of the USMMA-AAF entitled to vote shall be held for the election of Directors and the transaction of other business in September or October at such time and place in each year as the Board may determine. Other business may be transacted at the Annual Meeting of the USMMA-AAF, provided there is a quorum, except as otherwise provided in Sections 3.7 and 10.1 of these By-laws. 3

8 Section 3.6 Special Meetings. The Chair, the Board or Regular Members entitled to cast ten percent (10%) of the total number of votes entitled to be cast at such a meeting may call special meetings of members of the USMMA-AAF at any time. At a special meeting of the USMMA-AAF, business shall be confined to that specified in the notice for that meeting. Section 3.7 Notice of Meeting. (a) For each meeting of members of the USMMA-AAF, written notice shall be given stating the place, date, hour of the meeting, and, unless it is an Annual Meeting, shall also indicate the person or persons calling the meeting. Notice of a Special Meeting shall also state the purpose or purposes for which the meeting is being called and no business shall be conducted at the meeting that is not included in such notice. (b) Such notice may be given, personally, by first class mail, by fax or by electronic mail not less than ten (10) nor more than fifty (50) days before the date of the meeting. If notice is provided by another class of mail, notice shall be given not less than thirty (30) nor more than sixty (60) days before such date, to each member entitled to vote at such meeting. If mailed, such notice is given when deposited in the United States mail, with postage thereon prepaid, directed to the member at the member s address as it appears on the record of members of the USMMA-AAF, or if the member shall have filed with the Secretary a written request that notices to the member be mailed to some other address, then directed to the member at such other address. If sent by fax or electronic mail, such notice is given when directed to the member s fax number or electronic mail address as it appears on the record of members of the USMMA-AAF, or to such fax number or other electronic mail address as filed with the Secretary of the Corporation; provided, that notice shall not be deemed delivered if: (a) the Corporation is unable to deliver two (2) consecutive notices to the individual by or fax; or (b) the Corporation otherwise becomes aware that notice cannot be delivered to the individual by or fax: (c) Since the USMMA-AAF has more than five hundred (500) members, notice may be given by publication in a newspaper published in the county in the state in which the principal office of the USMMA-AAF is located. Such notice shall be published once a week for three (3) successive weeks immediately preceding the meeting. The USMMA-AAF shall also post notice of the meeting prominently on the homepage of the USMMA-AAF s website, which website notice shall remain continuously from the date of publication through the date of the meeting. (d) If notice of a Special Meeting is given by publication as provided herein, such notice also shall be given personally, by first class mail by telefax or by electronic mail to each Regular Member that also is a member of the Board of Directors. USMMA-AAF shall also send notice of meetings by first class mail to any Regular Member who requests in writing that such notices be delivered by such method. 4

9 Section 3.8 Waiver of Notice. Notice of a meeting need not be given to any member: (a) who submits a signed waiver of notice either before or after the meeting; or (b) who attends the meeting without protesting the lack of notice to him/her prior to or at the start of the meeting. Waivers may be provided: (i) in a writing signed by member or the member s proxy either in hard copy or by affixing a signature by any reasonable means (e.g., fax signature); or (ii) by that includes information from which the recipient can reasonably determine that the transmission was authorized by the individual submitting the waiver. Section 3.9 Qualification of Members to Vote. Every Regular Member of record of the USMMA-AAF, shall be entitled at every meeting of the members to one (1) vote. The Board may fix a date as the record date for the purpose of determining the Regular Members entitled to vote at any meeting of members or any adjournment thereof, or to express consent to or dissent from any proposal without a meeting. The record date shall not be more than fifty (50) nor less than ten (10) days before the date of the meeting. Section 3.10 Quorum. A quorum at any meeting of the USMMA-AAF shall consist of one hundred (100) Regular Members of the USMMA-AAF present in person or by proxy. When a quorum is present to organize a meeting, it is not broken by the subsequent withdrawal or departure of any members. In the absence of a quorum, the Regular Members present may adjourn the meeting to another time and place and it shall not be necessary to give notice of the adjourned meeting if the time and place of the adjourned meeting are announced at the meeting at which the adjournment is taken. Section 3.11 Organization. At every meeting of the members the Chair, or in the absence of the Chair, a Vice Chair, or in the absence of such officers, a person selected by the meeting, shall act as chairperson of the meeting. The Secretary or, in the absence of the Secretary, any Assistant Secretary, shall act as secretary of the meeting, and in the absence of both the Secretary and any Assistant Secretary, a person selected by the meeting shall act as secretary of the meeting. Section 3.12 Voting. Except as otherwise specified by law and except as specified elsewhere in these By-laws, whenever any action is to be taken by vote of the members, it shall be authorized by a majority of the votes cast by the Regular Members at such meeting of Regular Members at which a quorum is present. Section 3.13 Proxies. Every member entitled to vote at a meeting of members or to express consent or dissent without a meeting may authorize another person or persons to act for such member by proxy. Every proxy must be authorized by the member or the member s attorney in fact. No proxy shall be valid after the expiration of eleven months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. Proxies may be provided in writing or electronically provided that the transmission of the proxy includes information from which the recipient can reasonably determine that the transmission was authorized by the individual submitting the proxy. Proxies provided by 5

10 must include information from which the recipient can reasonably determine that the transmission was authorized by the individual submitting the proxy. The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the member who executed the proxy unless, before the authority is exercised, written notice of an adjudication of incompetence or of death is received by the Secretary or an Assistant Secretary. ARTICLE IV BOARD OF DIRECTORS Section 4.1 Power of Board and Qualification of Directors. The USMMA-AAF shall be managed by its Board of Directors. Each Director shall be at least eighteen (18) years of age and, excepting only the Chair or Co-Chair of the Parents Association, shall be a Member of the USMMA-AAF. Section 4.2 Classification; Number and Term of Office. (a) The USMMA-AAF shall be governed by a Board of Directors which shall have not less than fifteen (15) nor more than twenty one (21) Voting Directors, comprising not less than thirteen (13) nor more than nineteen (19) National Directors, one (1) Chapters Director, and one (1) Parents Association Director. (b) National Directors. The number of National Directors shall be not less than thirteen (13) nor more than nineteen (19). No decrease in the number of National Directors shall shorten the term of any incumbent National Director. (i) The National Directors shall be divided into three substantially equal classes with one (1) of the three (3) classes to be elected, on a staggered basis, by the Regular Members at each Annual Membership Meeting of the USMMA-AAF, as set forth in Section Except as provided in Section 4.4 of these By-laws, National Directors shall hold office for three years from the first day following their election and until their respective successors shall have been elected and shall qualify. (ii) Nominations for National Directors shall be made only by nomination of the Nominating Committee or by written petition of Regular Members, as set forth herein and subject to such requirements as the Board may establish from time to time. Any Regular Member of the USMMA-AAF may be nominated by written petition subscribed to by not less than thirty (30) Regular Members, and must be included as part of a slate of Regular Members nominated by written petition in accordance with these By-laws. Any slate nominated by the Nominating Committee or by petition must include a number of Regular Members that, together with any current National Directors whose terms are not expiring, will be not less than the minimum number or more than the maximum number of National Directors permitted as set forth in section 4.2(b) of these By-laws. Such nomination, which shall be in written form, shall be submitted to the Chair or President of the USMMA-AAF not less than one hundred twenty (120) days prior to the Annual Meeting of the USMMA- 6

11 AAF. The slate of Members nominated by the Nominating Committee and any slate of Members nominated by petition to serve as National Directors shall be presented to and voted on by the Regular Members at the USMMA-AAF s Annual Meeting, and the slate of directors that receives a plurality of the votes cast by the Regular Members shall begin service beginning at the end of the Annual Meeting.. (iii) From among the National Directors, the Board shall select one (1) National Director to act as Chair of the Board and four (4) National Directors to act as the Vice Chairs of Development, Strategic Planning, Alumni and Chapters Affairs, and Finance, respectively. (iv) Except as set forth in Section 4.3 hereof, vacancies in National Directors shall be filled by election of the Regular Members at each annual Membership Meeting of the USMMA-AAF. (v) Term Limits. National Directors shall be eligible to serve on the Board for up to twelve (12) consecutive years, excluding years served to fill unexpired terms. After a lapse of one (1) nominal year from membership on the Board, a National Director shall again be eligible to serve for 12 consecutive years upon nomination and by a vote of the membership at an Annual Membership Meeting. The only exception to this shall occur when a Chair in office completes the twelfth year of service. In this instance, the Chair may remain in office and be re-elected to an additional term as a board member. The calculation of the Term Limit set forth in this Section 4.2(b)(v) shall only include service on the Board beginning on June 1, (c) Chapters Director. A recommended Chapters Director, who shall be a Voting Director of USMMA-AAF, shall be selected by a plurality of the Chapter Presidents voting and presented to the Nominating Committee. The Nominating Committee shall present the Chapters Presidents recommendation to the Board for its approval. The recommended Chapters Director shall be the current, President or the most recent past President, of a Chartered Chapter of the AAF, and a Regular Member, at the time of nomination. Except as provided in Section 4.4 of these By-laws, the Chapters Director shall hold office from the first day following his/her election until the earlier of the time his/her successor shall have been elected and shall qualify or three (3) years, at which time the Chapter Presidents shall select a new nominee for the Board seat. (e) Chair or Co-Chairs of the Parents Association. From time to time, as provided by the Constitution and By-Laws of the Parents Association, a Chair or Co-Chairs of said Association will be named by said Association. Except in extraordinary circumstances, as determined by the Board of the USMMA-AAF, the Nominating Committee of the USMMA-AAF shall recommend and the Board shall approve the nomination to the Board of such person(s) to fill one seat with one vote as a Voting Director of the USMMA-AAF. Except as provided in Section 4.4 of these By-laws, the Chair or Co-Chairs of the Parents Association shall hold office immediately following their election until their successor(s) shall have been elected and shall qualify. Section 4.3 Vacancies. Vacancies occurring on the Board for any reason may be filled by a majority vote of the Directors then in office, at a meeting of the Board upon nomination 7

12 by the Nominating Committee. Directors so chosen shall hold office until the next Annual Meeting at which the election of directors is in the regular order of business, and until their successor is elected or appointed and qualified. Section 4.4 Resignation; Removal. Any Director may resign at any time by giving written notice of resignation to the Board or the Chair of the USMMA-AAF. A resignation shall take effect at the time specified in the notice or, if no time is specified, upon receipt. Acceptance of a resignation shall not be necessary to make it effective. Any Director may be removed for cause or without cause by (a) a vote of three-fourths (3/4ths) of the entire Board at a meeting of the Board, or (b) a vote of three-fourths (3/4ths) of those Regular Members voting at a Meeting of Members of the USMMA-AAF, provided that the affirmative votes cast in favor of any such action shall be at least equal to the quorum. Section 4.5 Director Emeritus. Any Director may apply to the Nominating Committee to be designated as a Director Emeritus, or upon nomination by the Nominating Committee of such Director with the consent of the nominee, the Board may approve the designation of Director Emeritus for such Director. Directors Emeriti shall serve for life, but may be removed as set forth in Section 4.4. Directors Emeriti may attend meetings of the Board and may serve on committees other than Committees of the Board, but they shall not have any voting rights and shall be non-voting directors as provided in Section 4.12 of these By-laws. Section 4.6 Annual, Spring, Regular and Special Meetings. The Annual Meeting of the Board shall be held once in the third (3 rd ) or fourth (4 th ) quarter of each calendar year and the Spring Meeting shall be held once in the first (1 st ) or second (2 nd ) quarter of each calendar year. The Annual and the Spring Meetings, and any other Regular Meetings of the Board, shall be held at such times and places as the Board or the Executive Committee may determine. Special meetings of the Board may be called at any time by the Chair of the Board, by the Executive Committee, or by an aggregate of ten (10) Directors. Special meetings shall be held at such times and places as specified in the notices for the meetings. Section 4.7 Notice of Meetings. No notice shall be required for Regular Meetings for which the times and places have been fixed at a meeting of the Board. Notice for all other Regular Meetings and Special Meetings shall be given orally, by fax, by or by overnight delivery and shall state the time and place of the meeting and shall be given not less than three (3) days before the meeting. Notices of Special Meetings also shall state the purpose of the special meeting. Only business specifically set forth in the notice shall be conducted at the special meeting. If notice is sent by fax or , notice is given when directed to the individual s fax number or address provided by the individual to the Corporation; provided, that notice shall not be deemed delivered if: (a) the Corporation is unable to deliver two (2) consecutive notices to the individual by or fax; or (b) the Corporation otherwise becomes aware that notice cannot be delivered to the individual by or fax.. Section 4.8 Waiver of Notice. Notice of a meeting need not be given to any Director who submits a written waiver of notice signed by him/her before or after the time stated therein. 8

13 Written waivers may be provided: (i) in a writing signed by the Director either in hard copy or by affixing a signature by any reasonable means (e.g., fax signature); or (ii) by that includes information from which the recipient can reasonably determine that the transmission was authorized by the individual submitting the waiver. Attendance of any Director at a meeting shall constitute a waiver of notice of such meeting, except when he/she attends a meeting for the express purpose of objecting, and so objects at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any Regular or Special Meeting of the Directors need be specified in any written waiver of notice. Section 4.9 Presiding Officer. Each meeting of the Board shall be presided over by the Chair or, in the Chair s absence, in the following order: the Vice Chair of Development, the Vice Chair of Strategic Planning, the Vice Chair of Alumni & Chapters Affairs, or the Vice Chair of Finance. In the absence of any of the foregoing, the senior member of the Board, as determined by date of graduation from the USMMA, shall preside to open the meeting, and the first order of business of the Board shall be to elect a Director who is present to preside. Section 4.10 Participation at Board Meetings. Directors may participate in meetings of the Board by means of conference telephone arrangement, electronic video screen conference or similar communications capability by means of which all Directors participating in the meeting can hear each other; such participation shall constitute presence in person at such Board meeting; however, it is expected that Directors will use best efforts to attend physically at least one of the two Regular Meetings of the Board each year, known as the Spring Meeting and Annual Meeting. Section 4.11 Action By Unanimous Consent. Any action required or permitted to be taken by the Board or any committee may be taken without a meeting if all Voting Directors consent to the adoption of a resolution authorizing the action. Consents may be provided: (i) in a writing signed by the Director either in hard copy or by affixing a signature by any reasonable means (e.g., fax signature); or (ii) by that includes information from which it can be reasonably determined that the transmission was authorized by the Director. In the event of any such action without a meeting, the resolution and the written consents thereto by all Voting Directors shall be filed with the minutes of the proceedings of the Board. Section 4.12 Quorum; Voting. (a) Presence in person of a majority of all Voting Directors in office shall constitute a quorum at each meeting. Non-voting directors shall not be counted in determining a quorum. (b) Except as otherwise specified by law or these By-laws, the majority vote of the Directors at a meeting at which a quorum is present shall be the act of the Board. Nonvoting directors may not vote on actions to be taken by the Board. A Director may not designate a proxy in the transaction of any Board business. 9

14 (c) The following actions require approval by the vote of a majority of the entire Board of Directors in office: (i) the purchase of real property that will constitute all or substantially all of the assets of the Corporation once purchased; and (ii) the sale, lease, mortgage, exchange or other disposition of real property that constitutes all or substantially all of the assets of the Corporation. Any purchase, sale, mortgage, lease, exchange or other transfer of real property that does not require Board approval as provided in this Section may be delegated to a committee of the Board for approval. Such committee shall promptly report any actions it takes to the Board no later than the next Regular Meeting of the Board. (d) In addition to the items specified in these By-laws, the following items require approval of members voting in such amounts as may be required by law: (i) amendment of the Certificate of Incorporation; (ii) approval of a merger or consolidation; (iii) approval of dissolution; and (iv) approval of the sale of all or substantially all of the Corporation s assets. (e) A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place by announcing such adjournment at the meeting and without any further or additional notice to any Director. Section 4.13 Absences. Any Director or Officer, who shall be absent without excuse from a) three consecutive meetings of the Board of Directors or b) four out of five consecutive meetings of the Board of Directors, shall be deemed to have resigned therefrom, and his or her place may be filled by the Directors in accordance with the provisions of Section 4.3 of these By-Laws. For purposes of this Section 4.13 only, a meeting shall be defined to include the Regular, Annual and Spring Meetings, but shall not include Special Meetings. 10

15 ARTICLE V COMMITTEES Section 5.1 Classification; Composition. The USMMA-AAF shall have Committees of the Board and Committees of the USMMA-AAF. Section 5.2 Committees of the Board. The Board of Directors, pursuant to the procedures described in Section 5.3 (below), may designate from among its members an Executive Committee and other committees of the Board, each consisting of three (3) or more Directors. These committees shall have such authority as the Board by resolution shall provide; the Executive Committee shall have all the authority of the Board when the Board is not in session, except that no committee shall have authority as to the following matters: (a) the submission to members of any action requiring members approval under the law; (b) the filling of vacancies in the Board or in any committee; (c) the fixing of compensation of the Directors for serving on the Board or on any committee; (d) the amendment or repeal of the By-laws, or the adoption of new By-laws; (e) the amendment or repeal of any resolution of the Board which by its terms, shall not be so amendable or repealable; (f) the election or removal of officers and directors; (g) the approval of a merger or plan of dissolution; (h) the adoption of a resolution recommending to the members action on the sale, lease, exchange or other disposition of all or substantially all the assets of the Corporation or, if there are no members entitled to vote, the authorization of such transaction; and (i) the approval of amendments to the certificate of incorporation. Section 5.3 Established Committees of the Board. Except as otherwise provided herein, the Committees of the Board shall include an Executive Committee, a Nominating Committee, a Finance Committee, an Audit Committee, and a Strategic Planning Committee. (a) Executive Committee. The Executive Committee shall consist of the Chair of the USMMA-AAF and the Vice Chairs of the USMMA-AAF. Except as otherwise provided in Section 5.2 of these By-laws, the Executive Committee shall have the powers of the Board in the management of the USMMA-AAF when the Board is not in session. The Executive Committee shall report actions taken by it at the meeting of the Board immediately following the taking of such action. 11

16 (b) Nominating Committee. The Nominating Committee shall consist of the Vice Chair of Alumni & Chapters Affairs, who shall preside as Chair of the Committee, and two or more Directors. A Director of the USMMA-AAF who intends to put forth his/her own candidacy for election to a Directorship shall not stand for appointment to the Nominating Committee. A Director who is appointed to the committee and who subsequently puts forth his/her own candidacy, or accepts a nomination by petition, shall immediately resign from the Nominating Committee and a substitute shall be appointed to fill his/her seat thereon. The Nominating Committee shall review and make recommendations to the Board regarding the election of Directors and applications for Membership as set forth below. The committee shall have such other and additional authority as the Board by resolution shall provide. (i) Nominations for Election of Directors. The Nominating Committee shall present to the Board nominees for Directorships to be filled by election of the Regular Members at the Annual Meeting of the USMMA-AAF. The Board shall approve or disapprove of each of the proposed nominees for presentation to the Members. The Nominating Committee shall recommend to the Board alternates for substitution, or in addition to, the nominees in the event a vacancy occurs before the Annual Meeting in either the nominees or the Board. Other than as provided for in Section 4.2, upon adoption of the recommendations of the Nominating Committee by a majority vote of the Directors present and voting, nominations shall stand and the candidates shall be so notified. In the event the Board shall fail to approve one or more nominees recommended by the Nominating Committee, it may nominate by a majority vote of its Directors present a substitute or substitutes before the Annual Meeting. The nominees approved by the Board in accordance with these By-laws shall form the slate of nominees for National Director to be placed on the ballot by the Nominating Committee. (ii) Nominations for Election of Chair and Vice Chairs. The Chair and Vice Chairs shall be elected by the Board of Directors. Following the election of Directors by the Membership, the Nominating Committee shall provide to the Board for its vote nominees for Chair and Vice Chairs for any such positions that are due for re-election. Any nominee for Chair or Vice Chair must be currently serving as a National Director. Candidates for Chair and Vice Chair positions may be nominated by another director or may be self-nominated. An election shall take place at the Fall Meeting and the terms of the elected Chair and Vice Chairs shall begin immediately after the election. (iii) Honorary AAF Membership. The Nominating Committee shall (1) determine the form of application for Honorary AAF Membership to be used by applicants under Sections 3.3 of these By-laws, (2) review all applications and recommendations for Honorary Membership submitted in accordance with these Bylaws, and (3) make recommendations to the Board as to whether to approve or disapprove of applications for the privilege of Honorary AAF Membership submitted under Section 3.3 of these By-laws. The Nominating Committee, in performing its duties under this Section, shall be guided by the principle that an applicant should have conducted his/her life in a manner representative of the best interests of the USMMA and the USMMA-AAF. The Nominating Committee shall not have the power to approve or disapprove applications, but merely to make recommendations to the Board for 12

17 action. The USMMA-AAF shall notify each applicant of the action taken by the Board on his/her application and, if applicable, the date on which Honorary Membership shall become effective. (c) Finance Committee. The Finance Committee: (1) shall be responsible for the preservation and enhancement of assets; (2) shall supervise investments and advise on matters of financial policy, fundraising and expenditures; and (3) shall annually review the Corporation s directors and officers insurance policy. The Committee, either as a full committee or through a subcommittee on investments, shall supervise the investment of the funds of USMMA-AAF and cause an investment policy to be adopted by the Board of Directors as required by New York Not-for-Profit Corporation Law (N-PCL) and periodically review such policy as appropriate. (d) Audit Committee. The Audit Committee shall operate in accordance with a separate Audit Committee Charter adopted by the Board. (e) Strategic Planning Committee. The Strategic Planning Committee shall consist of the Vice Chair of Strategic Planning, who shall preside as Chair, and two or more Directors as established from time to time by the Board. The committee shall develop and recommend to the Board the long-range goals, objectives and plans that will guide the course of the USMMA-AAF in future years. The committee shall have such other and additional authority as the Board by resolution shall provide. Section 5.4 Board Committee Members; Election; Appointment; Term, Removal. The Chair shall recommend and the Board, by majority vote, shall appoint members of Committees of the Board. Each member of a committee shall continue in office until the sooner of: (i) a member to succeed him/her shall have been elected or appointed, as the case may be, and shall qualify; (ii) he/she shall have died, resigned or been removed; or (iii) he/she, in the case of a member of a Committee of the Board, ceases to be a Director. Any member of a Committee of the Board may be removed, with or without cause, at any time by a majority vote of the entire Board. For any vacancies arising under this Section 5.3, the Chair shall appoint a Director who shall serve as a member of the committee until the earlier of the Director s replacement, death, resignation, removal, or termination as a Director. A committee member shall resign or be removed in accordance with the requirements of Section 4.4. Section 5.5 Committees of the USMMA-AAF. The Chair shall establish committees of the USMMA-AAF. Committees of the USMMA-AAF shall act in an advisory capacity or shall conduct events or activities of the USMMA-AAF, but shall not have authority to bind the Board. Committees of the USMMA-AAF may be composed of any combination of Directors, members of the USMMA-AAF and others, except that at least one member of each Committee of the USMMA-AAF shall be a Voting Director. These committees shall have such authority as the Board by resolution shall provide. Section 5.6 USMMA-AAF Committee Members; Election; Appointment; Term. The Chair, with the approval of the Board, shall appoint members of Committees of the 13

18 USMMA-AAF. Each member of a committee shall continue in office until the sooner of: (i) a member to succeed him/her shall have been elected or appointed, as the case may be, and shall qualify; or (ii) he/she shall have died, resigned or been removed. Any member of a Committee of the USMMA-AAF may be removed, with or without cause, by the Chair of the USMMA-AAF. Section 5.7 Powers. Committees shall have only the powers and duties set forth in these By-laws or, if not so set forth, as may be specifically delegated to them by the Board. Section 5.8 Meetings of Committees. Meetings of committees shall be held at such times and places as the committees, their chairmen, the Vice Chairs to whom the committees report, or the Chair of the USMMA-AAF may determine. Written, oral, or any other mode of notice of the times and places shall be given to committee members at least three (3) business days prior to any committee meeting. Submission of a written waiver of notice before or after the meeting, or attendance in person at a committee meeting shall constitute a waiver of notice of the meeting. Members of any committee may participate in meetings of the committee by means of conference telephone arrangement or similar communications capability by means of which all persons participating in the meeting can hear each other; such participation shall constitute presence in person at such meeting. Section 5.9 Quorum; Voting. Unless otherwise provided by resolution of the Board, a majority of a committee shall constitute a quorum at each committee meeting. The majority vote of committee members present at a meeting at which a quorum is present shall be the act of the committee. A committee member may not designate a proxy in the transaction of any committee business. Section 5.10 Absences. Any member of a Committee of the Board or a Committee of the USMMA-AAF who shall be absent from either a) three (3) consecutive committee meetings or b) four (4) out of five (5) consecutive committee meetings, without excuse which is accepted as satisfactory by the Board, shall be deemed to have resigned therefrom, and his or her place may be filled in accordance with Section 5.3 of these Bylaws, for a Board Committee, or Section 5.5, of these By-Laws, for a Committee of USMMA-AAF. 14

19 ARTICLE VI OFFICERS Section 6.1 Election; Qualification. The officers of the USMMA-AAF shall be a Chair, a Vice Chair of Development, a Vice Chair of Strategic Planning, a Vice Chair of Alumni and Chapters Affairs, a Vice Chair of Finance, a President, a Secretary, and such other officers as the Board may determine, which list of officers shall be maintained by the Secretary. Any two or more offices may be held by the same person, except the offices of Chair and Secretary. No employee of USMMA-AAF may serve as the Chair. Section 6.2 Term; Attendance & Board Meetings; Voting Rights. The Chair shall be elected for a term of two years commencing on the day following his/her election and may only be reelected for one additional two (2) year term. The Vice Chairs shall be elected for a term of three (3) years commencing on the day following their elections. All officers shall hold office from time of election and qualification until a successor shall be elected and shall qualify. The fact that a Director has been selected to serve as Vice Chair shall not act to extend his or her directorship beyond its term as set forth in Section 4.2 of these By-laws. All officers may attend meetings of the Board but, except for the Chair and the Vice Chairs shall not have the right to vote at Board meetings. Serving out an unexpired term does not count toward the two term limit set forth above. Section 6.3 Resignation; Removal; Vacancies. Any officer may resign at any time by giving written notice of resignation to the Board or the Chair of the USMMA-AAF. A resignation shall take effect at the time specified in the notice or, if no time be specified, upon receipt. Acceptance of a resignation shall not be necessary to make it effective. All officers may be removed with or without cause by a majority vote of the entire Board. In the event of a vacancy in the office of the Chair or any Vice Chairs, the officer position may be filled by majority vote of the Directors then in office at a meeting of the Board, from among the candidates nominated by another director or self-nominated, for the unexpired term of such officer until a successor shall have been elected and shall qualify. The Board may fill a vacancy in any other office. Section 6.4 Chair. The Chair shall preside at meetings of the USMMA-AAF, the Board and the Executive Committee. The Chair shall render a report at each Annual Meeting of the USMMA-AAF, which report shall include, but not be limited to, a report of the progress of the implementation of the USMMA-AAF s programs, the results of any special programs or activities during the past year, suggestions for additional regular or special programs, a summary of the report of audit of the accounts, and a report of the number of Members in all classes added and lost during the past year. The Chair shall have such other and additional authority and perform such other duties as are set forth in these By-laws or as the Board shall determine. 15

20 Section 6.5 Vice-Chairs. The Vice-Chairs of Development, Strategic Planning, Alumni & Chapters Affairs, and Finance shall be the principal deputies to the Chair of the USMMA-AAF and, as such, shall assist the Chair in the discharge of the Chair s duties, act in the Chair s name where so directed, perform such duties as provided in these Bylaws and such other duties as the Chair or the Board shall direct. Section 6.6 President & Compensation of the President. The President shall be a salaried officer selected by the Chair with the approval of a majority of the Board, and shall serve at the pleasure of the Board. The compensation of the President, after having been recommended by the Executive Committee, shall be approved by a majority vote of the Board. The President shall be subject to the guidance of the Board of Directors, be responsible for the organization and direction of the USMMA-AAF staff and the day-to-day affairs of the USMMA-AAF. The President shall assist the Chair and the Vice Chairs in the discharge of their duties, act in their name when so directed and perform such other duties as these By-laws, the Chair, or the Board shall determine. Section 6.7 Secretary. The Secretary shall be a salaried officer appointed by the Board, upon nomination by the Chair at the recommendation of the President, and shall serve at the will of the President and shall perform the duties assigned by the President. Section 6.8 Other Officers. Each other officer of the USMMA-AAF shall exercise the powers and shall perform the duties assigned to him/her by the President. Section 6.9 Compensation. Salaried officers of the USMMA-AAF shall be paid such compensation as shall be determined by the President. ARTICLE VII ENDOWMENT FUND AND OTHER PERMANENTLY RESTRICTED FUNDS Section 7.1 Establishment of Endowment. The USMMA-AAF shall have an Endowment Fund (formerly known as the Kings Point Challenge) consisting of: (i) the principal in such Fund on January 1, 2002; (ii) gifts and bequests as may be made from time to time to the USMMA-AAF for addition thereto; (iii) ten percent (10%) of the net positive earnings on the Endowment Fund each year; and (iv) such other assets as may be transferred thereto from time to time by the Board. Section 7.2 Other Permanently Restricted Funds. The USMMA-AAF shall hold the principal of all other permanently restricted funds in the USMMA-AAF on January 1, 16

21 2002 and shall hold gifts and bequests of permanently restricted funds, as may be made from time to time to the USMMA-AAF. Section 7.3 Management. (a) The Endowment Fund shall be kept separate on the books of the corporation from other funds of the USMMA-AAF. (b) All other permanently restricted funds shall be kept separate on the books of the corporation from other funds of the USMMA-AAF. (c) The Board may, from time to time, adopt spending rules for annual distributions from the Endowment Fund and from all other permanently restricted funds, except as may be otherwise provided in a donor gift instrument in accordance with New York law. ARTICLE VIII CHAPTERS Section 8.1 Formation. Subject to Board approval, any ten (10) or more Regular Members may form a local Alumni Chapter and receive a charter from the Board. The Board shall assign the local Chapter to a specific Region. Section 8.2 Approval of By-laws; Affiliation Agreement. The By-Laws and amendments of such local Chapters shall not be in conflict with the By- laws of the USMMA-AAF, shall comply with local law, and shall be subject to approval by the Board. Each Chapter shall also enter into an Affiliation Agreement with the USMMA- AAF prior to receiving a charter from the Board. Section 8.3 Name of Local Chapters. The name of a local Chapter shall include the name of the area it represents and in which it is located and is subject to approval by the Board. Section 8.4 Chapter Stationery. All Chapter stationery shall conform to a standard approved by the Board. All correspondence, news releases, publicity, advertisements, notices and the like shall clearly state that it is Chapter correspondence. Section 8.5 Coordination of Chapter Activities. The Chapter President shall coordinate Chapter activities with the Chapters Director. Section 8.6 Chapter Conduct. No Chapter shall engage in any activity detrimental to the USMMA and the USMMA-AAF, or jeopardize the USMMA-AAF s Internal Revenue Code Section 501(c)(3) status. The Chapter shall not speak on behalf of the USMMA Alumni-AAF, and shall otherwise comply with the terms of the Affiliation Agreement. The Chapters shall comply with the Chapter Handbook, which the USMMA-AAF may revise from time to time. Failure to comply with this Section 8.6 may result in revocation of the Chapter s charter, with such revocation requiring a vote by the Board in accordance with Sections 4.12(a) and 4.12(b) of these Bylaws. 17

22 ARTICLE IX INDEMNIFICATION AND INSURANCE Section 9.1 Authorized Indemnification. Unless clearly prohibited by law or Section 9.2 of this Article, the Corporation shall indemnify any person ( Indemnified Person ) made, or threatened to be made, a party in any action or proceeding, whether civil, criminal, administrative, investigative or otherwise, including any action by or in the right of the Corporation, by reason of the fact that he or she (or his or her testator or intestate), whether before or after adoption of this Section, (a) is or was a Director or officer of the Corporation, or (b) in addition is serving or served, in any capacity, at the request of the Corporation, as a Director or officer of any other Corporation, or any partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification shall be against all judgments, fines, penalties, amounts paid in settlement (provided the Corporation shall have consented to such settlement) and reasonable expenses, including attorneys fees and costs of investigation, incurred by an Indemnified Person with respect to any such threatened or actual action or proceeding, and any appeal thereof. Section 9.2 Prohibited Indemnification. The Corporation shall not indemnify any person if a judgment or other final adjudication adverse to the Indemnified Person (or to the person whose actions are the basis for the action or proceeding) establishes, or the Board of Directors in good faith determines, that such person s acts were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled. Section 9.3 Advancement of Expenses. The Corporation shall, on request of any Indemnified Person who is or may be entitled to be indemnified by the Corporation, pay or promptly reimburse the Indemnified Person s reasonably incurred expenses in connection with a threatened or actual action or proceeding prior to its final disposition. However, no such advancement of expenses shall be made unless the Indemnified Person makes a binding, written commitment to repay the Corporation, with interest, for any amount advanced for which it is ultimately determined that he or she is not entitled to be indemnified under the law or Section 9.2 of this Article. An Indemnified Person shall cooperate in good faith with any request by the Corporation that common legal counsel be used by the parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of the parties. Section 9.4 Indemnification of Others. Unless clearly prohibited by law or Section 9.2 of this Article, the Board of Directors may approve Corporation indemnification as set forth in Section 9.1 of this Article or advancement of expenses as set forth in Section 9.3 of this Article, to a person (or the testator or intestate of a person) who is or was employed by the Corporation or who is or was a volunteer for the Corporation, and who is made, or threatened to be made, a party in any action or proceeding, by reason of the fact of such employment or volunteer activity, including actions undertaken in connection with service at the request of the Corporation in any capacity for any other Corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. 18

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