BYLAWS of the NATIONAL NAVAL OFFICERS ASSOCIATION, INCORPORATED BYLAW I MEMBERSHIP

BYLAWS of the NATIONAL NAVAL OFFICERS ASSOCIATION, INCORPORATED BYLAW I MEMBERSHIP Section 1. MEMBERSHIP AFFILIATION: An active member of the Association shall be a member in good standing who meets all the financial requirements for the current year of national affiliation. An applicant for Regular, Life or Affiliate Membership in the Association upon payment of the appropriate dues shall become a member of the Association in good standing and a member of the region in which he or she resides or requests. An applicant for Associate membership, upon payment of the appropriate dues, shall become a member of the Association in good standing. Junior membership in the Association shall be provided, upon application, at no cost to midshipmen, cadets and officer candidates for the first year. After the first year, Junior membership shall be offered at the membership rate of $5 per year. Any members, upon moving from one region to another with a submission of an address change to the Membership Director, shall become a member of that region without payment of any additional dues for the remainder of the membership year. Section2. APPLICATION FOR MEMBERSHIP: All applications for membership shall be accompanied by the appropriate national dues for each applicant. Such applications shall be on forms furnished or prescribed by the Board of Directors. Section 3. MEMBERSHIP ROLL: The records of the Membership Director shall constitute the official membership roll of the association and shall be the final controlling authority on all questions pertaining to the computation of membership, and on who is active and in good standing with the association. Section 4. DISCIPLINE OF MEMBERS: The association may suspend or expel a member only upon proper showing of cause. Charges must be based upon neglect of duty or conduct unbecoming a member of the Association. All charges must be in writing by the accuser and no member in good standing shall loose his/her membership until given a fair hearing in such manner and form as the Board of Directors shall prescribe. Any member who has been suspended or expelled has a right to appeal to the next General Assembly. The decision of the General Assembly shall be final. BYLAW II ORGANIZATION Section 1. REGIONS: The regions of the Association shall be known as Eastern, Central, Western, and Far East. Section 2. RESTRICTIONS: No region or local chapter shall take any action in violation of the Articles of Incorporation or these Bylaws nor take any public action inconsistent with the Revised March 2014 1

announced policy of the Association as determined by the General Assembly or the Board of Directors. Section 3. NATIONAL HEADQUARTERS: The National Headquarters of the Association shall be in Washington, D.C. metropolitan area. BYLAW III NOMINATION AND ELECTION TO NATIONAL OFFICE Section 1. NOMINATIONS AND ELECTIONS: The nomination and election process shall be conducted in a manner prescribed in the Operations Manual. Section 2. ELIGIBILITY FOR OFFICE: Only active members in good standing with the Association shall be eligible to run for national office. Suggested qualifications for the officers are delineated in the Operations Manual. Persons filling the offices of President, Executive Vice President, four Regional Vice Presidents, Membership Director, Service and Reserve Representative and the Retired Representative must be Regular, Life or Subscribing Life members. The qualifications for the positions of Treasurer and Public Affairs Officer that are delineated in the Operations Manual are not suggested but they are required to fill those positions. If it is determined at the time of the election that there are no qualified nominees to fill either of these positions, then that position will be left vacant to be filled by the board pursuant to Bylaw IV, section 13 as soon as possible after the elections. Section 3. NOMINATION OF OFFICERS: The President shall appoint a Nominating committee who shall recommend a slate of officers for this Association in accordance with Bylaw III Section 1. However, nothing herein shall prevent members of this Association from making eligible nominations from the floor. Section 4. ELECTION OF OFFICERS: The election of all officers of this Association shall be by blind ballot. Voice vote may be substituted for the blind ballot if approved by a majority of the members voting. The nominee receiving the majority vote of the member s casting votes shall be declared elected by the presiding officer. Section 5 EVOTING a. QUORUM: A two-thirds vote is required for motions to carry. Two-thirds vote means two-thirds of the votes cast, ignoring abstentions, which should never be counted. This must not be confused with a vote of two-thirds of the members present, or two-thirds of the total membership, terms used in our By-laws. To illustrate the difference: Suppose 15 members vote on a motion where 20 are present out of a total membership of 70. A two-thirds vote would be 10; a two-thirds vote of the members present would be 14; and a vote of two-thirds of the members would be 47. b. MOTIONS. Only dues-paying NNOA Members will have access and the ability to participate in evoting on the NNOA website (http://www.nnoa.org). Once a motion is made, the President or JAG shall develop the time frame for the evote. The Revised March 2014 2

Proponent of a motion may recommend a time frame for the evote. A minimum of 48 hours notice shall be provided to all participants via e-mail and via the NNOA website, by the Secretary and Webmaster. Such notice shall include the motion and supporting documentation for the evote. A "Second" is not necessary for a motion to be considered by evote. Each new primary/main motion must be made in a separate, new message thread on the evote portion of the website. New motions in a new message thread may not be introduced while there is another motion currently being debated. No more than one (1) main motion may be considered at one time. c. OPENING A QUESTION FOR CONSIDERATION. The President or JAG shall assign a number and topic to the motion and shall include the number and topic in the subject line of the thread, "Motion 1 Membership Dues". The subject line must include the word "Motion". The first line of the message thread must begin with "It is moved to (or that)." The name of the Proponent making the motion shall also be included, "Lieutenant Boyd Davis moves to (or that) " d. DEBATE. The Webmaster will create a platform on the website, which all members shall use to debate the motion(s). The President or JAG shall identify the period of time for debate, "Debate shall close at 1700 EST on." Members may respond within the thread at will, that is, without seeking recognition from the President or JAG. Secondary and incidental motions shall be given a letter designation in the subject line by the President or JAG along with the pertinent additional language. (For example: The main motion is given the number 1. If there is a motion to amend, that amendment is given the designation "a". In the subject line the amendment will be designated "Motion 1-a" Membership Dues increase in FY14). Multiple secondary and incidental motions shall be given succeeding letter designations by the President or JAG. In the case of conflicting secondary or incidental motions, the President or JAG shall determine preference in recognition by the date/time stamp on the message threads. The debate period shall close at the date and time previously identified by the President or JAG. e. VOTING. The motion will be put to a vote immediately after the time for debate has expired. The word "Vote" shall be added in the subject line of the thread. (Example: Vote: Motion 1-a Membership Dues Increase in FY14). The President or JAG shall include the time frame/deadline for the vote, "Voting shall close at 1700 EST on " Members shall evote via the website and shall be entitled to only one vote. The Webmaster shall tally the votes and report the result of the vote to the NNOA General Body via the website, including the number of votes cast for and against the motion. The Secretary shall announce the results of the vote via email to the NNOA General Body. The Webmaster shall label the thread "Motion (number) Closed." f. SECRETARY S RECORDS AND MINUTES. The Secretary shall compile and maintain the complete thread of the motion and its disposition, including all secondary and incidental motions. The Secretary shall include the complete thread in the NNOA Minutes of the Board of Directors. These Minutes shall be approved at the next regular Executive Board Meeting. Any NNOA member shall have the right to request a copy of the thread of any motion. Revised March 2014 3

Section 6. INSTALLATION OF OFFICERS: Newly elected officers shall be installed at the National Conference and shall assume responsibility of the office at the first meeting of the Board of Directors which follows the end of each National Conference. Each outgoing officer of the Association shall complete the transition of functions within forty-five (45) days following the election at the national conference. This provision is subject to the provisions of the Eleventh Article of the Articles of Incorporation and Bylaw V Section 1 of these bylaws. BYLAW IV DUTIES OF OFFICERS Section 1. PRESIDENT: The President shall be the head of the Association and in such capacity shall be the Chief Executive Officer of the Association and represent the Association in all matters pertaining to its affairs. The President shall preside over meetings of the National Conference and the Board of Directors. The President shall appoint all necessary committees, and shall perform such other duties as are usually incident to the office. The President may appoint an Executive Assistant or any other persons for the corporation, as the President deems necessary for the efficient operation of this Association. If this appointee is to be compensated for his/her services, the appointment must be approved by the Board of Directors. The President shall appoint a Judge Advocate who shall be the legal advisor to the President, the Board of Directors and the Standing Committees of the Association. The President shall submit an annual report of the Association for the activities of the year to the Secretary of the Department of Homeland Security, the Secretary of the Navy, the Chief of Naval Operation, the Commandants of the Marine Corps and the Coast Guard. Subject report shall be submitted within thirty (30) days of the close of the fiscal year. Section 2. IMMEDIATE PAST PRESIDENT: The Immediate Past President shall serve as advisor to the President and the Board of Directors. Serving as the link to the past administration, the Immediate Past President shall, through advice and counsel, provide continuity to the Association. Section 3. EXECUTIVE VICE PRESIDENT: The Executive Vice President shall act as the President s representative on all matters referred to him or her. The Executive Vice President, at the request of the President, shall preside over meetings of the General Assembly, the Board of Directors, committees, and shall perform such other duties as are incident to the office. The Executive Vice President shall advise the president on matters of policy and procedures concerning the Association and its chapters. The Executive Vice President shall assume the duties of the President in the event of absence, death, inability to serve or resignation. Section 4. REGIONAL VICE PRESIDENTS: The Regional Vice Presidents shall act as representative of the President and, at the President s request, shall preside over meetings of the Revised March 2014 4

General Assembly and the Board of Directors, and shall perform such other duties as described in the Bylaws, Bylaws of Incorporation or Operations Manual. The Regional Vice Presidents shall be responsible to Board of Directors for the effective and efficient functioning of the chapters and members-at-large. They shall act as official liaison between the chapters and the Board of Directors. The Regional Vice Presidents shall maintain oversight of chapters activities, providing directions and encouragement for chapter and members-at-large involvement in activities that further the goals of the NNOA. The Regional Vice Presidents shall attend the meetings of the Board of Directors. The Regional Vice Presidents shall offer advice as necessary to the President on improvements to and changes constructive to the operation of the NNOA. Section 5. SECRETARY: The Secretary shall maintain or cause to be maintained the records of all proceedings and of all matters essential to the work of the Association, and perform such other duties as are described in these Bylaws and the Operations Manual or as may otherwise be directed by the Board of Directors or the President. Section 6. TREASURER: The Treasurer shall supervise or cause to be supervised, the administration of all funds and securities of this Association and shall make or cause to be made, regular accounts thereof. The Treasurer shall coordinate matters of finance between the President and the Board of Directors and shall make, or cause to be made, periodic written financial reports. The Treasurer shall perform advisory functions as described in these Bylaws and the Operations Manual. The Treasurer shall furnish a surety bond in an amount fixed by the Board of Directors. Section 7. REPRESENTATIVES: The Service Representatives, Reserve Representative, and Retired Representative shall be responsible for assuring that the needs and concerns of their respective constituents are presented to the Board of Directors with recommendations for appropriate action. They shall provide liaison, as appropriate, between the President, Board of Directors and their respective constituents; keep the Board updated on programs, which affect the minority officers in the respective service; and assist in the development and implementation of association programs that enhance and assist in the minority officer recruitment, career development and retention programs. There shall be three Service Representatives, one each from the Coast Guard, Marine Corps and Navy and one representative from the reserve community and one representative from the retired community. Section 8. JUDGE ADVOCATE: The Judge Advocate shall review proposed amendments to the articles and bylaws. The Judge Advocate shall bring to the attention of the Board of Directors any legal problems that may confront the Association. At all National conferences, the Judge Advocate shall assume the role of the Parliamentarian. Within thirty days of the end of each National Conference, the Judge Advocate shall publish and distribute approved copies of any revised articles and bylaws to the Board of Directors and the Chapter Presidents. The Judge Advocate shall cause to be maintained the original Articles of Incorporation and the current copy of the Bylaws. Revised March 2014 5

Section 9. MEMBERSHIP DIRECTOR: The Membership Director shall be responsible for the implementation of programs designed to maintain and promote the membership of the Association at the maximum obtainable potential. He shall chair the Membership committee and be responsible for maintaining a complete and up-to-date membership roll. The Membership Director shall be a contact point for all members who transfer from one chapter in locating or affiliating with another chapter. Section 10. HISTORIAN: The Historian shall be responsible for the maintenance of the archives of the Association. The Historian shall compile annually, or cause to be compiled, from the archives of the Association and from other authentic sources, a narrative history of the Association, its activities and accomplishments. Section 11. CHAPLAIN: The Chaplain shall perform divine and non-sectarian services at all meetings of the Association and shall conduct such ceremonies as may be required. Section 12. PUBLIC AFFAIRS OFFICER: The Public Affairs Officer shall cause the planned dissemination of information pertaining to the activities of all elements of the Association, through news releases, special articles and bulletins. The Public Affairs Officer shall cause to be published the official publication of the Association. The Public Affairs officer shall also be responsible for furthering contacts between elements of the Association and the news media with the objective of broadly publicizing information about the endeavors of the Association. Section 13. In the event of death, inability to serve, resignation or failure to serve of any duly elected officer of the association, the President with the advice and consent of two-thirds of the remaining members of the Board of Directors, shall appoint a member of the Association to that office. Such appointed officer shall have all of the rights, duties and privileges of that office. Any person appointed by the Board of the Directors to fill a vacancy shall serve until the next National Conference. BYLAW V BOARD OF DIRECTORS Section 1. Each member of the Board of Directors shall submit an annual report to the President at least thirty (30) days prior to the annual National Conference. The Board of Directors shall meet immediately following the adjournment of each annual National Conference and at such other times during the year as may be determined by the Bylaws and the President. Both the outgoing members of the Board of Directors and the newly elected successor members of the Board will attend the meeting of the Board, which immediately follows the election of the new Board. The first subsequent meeting shall be within ninety days of the election and allow for an orderly transition of the NNOA affairs. Traveling expenses, may be allowed members of the Board of Directors for attending assembled meetings thereof. Section 2. The Board of Directors is hereby authorized to establish, discipline and dissolve local chapters of this Association. The procedures and criteria for establishment and dissolution shall be published in an Operations Manual to be authorized and adopted by the Board of Directors. Revised March 2014 6

BYLAW VI EXECUTIVE COMMITTEE The Executive Committee shall meet only as directed by the Board of Directors or General Assembly. BYLAW VII NATIONAL CONFERENCE Section 1. The place of the National Conference shall be determined by the Board of Directors. Section 2. The legislative body of the Association shall be the General Assembly. The National Conference shall be held annually in July or August. The place of each National Conference shall be published as early as possible after the second weekend in July of each year and in no case later than the thirty-first of December of the conference year. Section 3. The program of all conferences shall be under the direction and supervision of the Board of Directors. BYLAW VIII FINANCE Section 1. The fiscal year of the Association shall begin on October 1 of each year and end on September 30 of the following year. There shall be an audit of the books of the Association by a certified public account or such other person chosen by the Board of Directors whose reports shall be published to all members at least once annually. Such audit shall be completed within sixty (60) days of the close of the fiscal year. Section 2. The revenue of the Association shall be derived from annual membership dues and from other sources as may be approved by the membership or the Board of Directors. Section 3. The amount of annual dues for Regular members shall be fifty dollars ($50) for those who hold the rank of 03 and below and one hundred dollars ($100) for those who hold the rank of 04 and above except those Regular members who have retired shall pay annual dues of fifty dollars ($50) regardless of rank at the time of retirement. The amount of annual dues for Affiliate members shall be one hundred dollars ($100). The amount of annual dues shall be five hundred dollars ($500) for Associate members and five dollars ($5) for Junior members after the first year. Effective 2004, the amount of Life membership dues shall be seven hundred fifty ($750) dollars. Dues shall be payable by individual members directly as described in the Operations Manual. Anyone who holds or has held a commission or warrant in the United States Army or United States Air Force will be allowed to pay the same dues as applies to regular members. Section 4. Membership fees shall be an annual payment each year (except Life members). Annual fees shall be due 1 July of each year and the dues payment covers the period of 1 July through 30 June. Revised March 2014 7

Section 5. Effective 1 July 2004, Regular, Affiliate, and retired Regular members may purchase memberships for a period of one, two, or three years. A one-year membership cost will be as outlined in section 3 above. A member who purchases a two or three year membership will receive a discount of ten percent (10%) or fifteen percent (15%) respectively. BYLAW IX PROPERTY All property of the Association shall be held in the name of this corporation. BYLAW X STANDING COMMITTEES Section 1. There shall be the following Standing Committees which shall act in an advisory capacity to the President and the Board of Directors, except where otherwise indicated herein. Each committee shall have at least three (3) members except the Nominations and Elections committee which shall consist of five (5) members. a. The Naval, Coast Guard and Merchant Marine Academies Committee: This committee shall concern itself with increasing the number of minority midshipmen and cadets at their respective academies. It shall be composed of persons who have been associated with their respective Academy and other officers named by the President. All NNOA members who are assigned to these Academies are ex-officio members of this committee for the year or years such assignments are held. b. The Navy, Marine Corps, and Coast Guard Reserve Officers Training Programs committee: This committee shall concern itself with increasing the number of minorities in their respective Reserve Officer Training Units. All members who hold teaching positions at Reserve Officer Training units are member s ex-officio of this committee for the year or years such positions are held. c. Membership Committee: This committee shall be responsible for the study, formulation and implementation of programs designed to maintain and promote the membership of the Association at the maximum potential obtainable. d. Public Affairs Committee: This committee shall act in an advisory capacity on all matters involving the Association and the general public or with the media or communication with the general public. The Public Affairs Officer shall be a member of the Public Affairs committee. e. Nominations and Elections Committee: This committee shall implement the plan for nomination and election of national officers. f. National Conference Planning Committee: This committee plans, executes, coordinates and monitors all activities associated with the NNOA National Conference. This committee shall be composed of the Service Representatives, Regional Vice Revised March 2014 8

President of the region hosting the conference, and chapter presidents(s) of the host chapter(s) in the city where the conference is being held. g. Finance Committee: This committee shall assist the Treasurer in developing the long range financial plan of the Association, in reviewing financial proposals and in developing short and long term revenue generating projects. h. National Programs Committee: This committee shall recommend programs for the NNOA s association and affiliation with charitable, educational and community organizations and corporations on a national level; recommend scholarship, corporate, foundation and revenue generating programs on the national, regional and local levels. i. Articles & Bylaws committee: This committee shall assist the Judge Advocate in reviewing the proposed amendments to the Association s articles and bylaws. Section 2. The President shall appoint all committees unless said committee is designated in these Bylaws, the Articles of Incorporation or Operations Manual. One member of each committee shall serve as chair. Each committee member shall serve for one year unless reappointed. Section 3. The President shall be a member ex-officio of each Standing Committee with power to designate an officer of the corporation to serve as such ex-officio member of any Standing Committee. BYLAW XI RULES AND PROCEDURES The proceedings and deliberation of the Association, including the Board of Directors, shall be in accordance with rules adopted and amended from time to time to govern these proceedings and deliberations. All matters not governed by such rules shall be governed by the rules of parliamentary practices established by Robert s Rules of Order Revised. Voting by proxy shall not be authorized by or for any member of the Board of Directors. BYLAW XII AMENDMENTS These Bylaws may be amended at any National Conference by a two-thirds vote, provided that the proposed amendment has been circulated to the membership at least thirty (30) days prior to voting on such amendment. BYLAW XIII SEAL AND INSIGNIA The Association shall adopt a distinctive seal and may adopt a distinctive badge or insignia. Revised March 2014 9