USS James K. Polk Veterans Association, Inc.
ARTICLE I - OFFICES
The principal office of the corporation
shall be located at 2910 Kerry Forest Pkwy., Suite D4-360, in the City
of Tallahassee, the County of Leon, State of Florida. The corporation
may also have offices at such other places within or without this
state as the board may from time to time determine or the business of
the corporation may require.
ARTICLE II - PURPOSES
The purposes for which this corporation has been organized are as
The USS James K. Polk Veterans Association
Inc. is organized exclusively and specifically for the pleasure,
recreation, and fellowship of the men who served aboard the United
States submarine USS James K. Polk (SSBN/SSN 645) and their families.
No part of the net earnings of the organization shall inure to the
benefit of, or be distributable to its members, trustees, officers or
other private persons, except that the organization shall be
authorized and empowered to pay reasonable compensation for services
rendered and to make payments and distributions in furtherance of the
purposes set forth in this paragraph.
Notwithstanding any other provision of
this document, the organization shall not carryon any other activities
not permitted to be carried on by an organization exempt from Federal
income tax under section 501 (c) (19) of the Internal Revenue Code, or
corresponding section of any future tax code.
Upon the dissolution of the organization,
assets shall be distributed for one or more purposes within the
meaning of section 501 (c) (19) of the Internal Revenue Code, or
corresponding section of any future Federal tax code, or donated to a
submarine veteran oriented charity, or shall be distributed to the
federal government, or to a state or local government, for a public
purpose. Any such assets not disposed of shall be disposed of by the
Court of Common Pleas of the county in which the principal office of
the organization is then located, exclusively for such purposes or to
such organization of organizations, as said Court shall determine,
which are organized and operated exclusively for such purposes.
ARTICLE III – MEMBERSHIP
QUALIFICATION FOR MEMBERSHIP
Submarine Veteran who has served aboard the USS James K. Polk.
2. MEMBERSHIP MEETINGS
The annual membership meeting of the
corporation shall be held in conjunction with the regularly scheduled
reunion except that if the reunion schedule is changed from an annual
cycle then in that event the directors shall fix and publish to the
members an alternate day not to exceed thirteen months from the
previously held membership meeting.
The secretary shall notify every member in
good standing via email or via regular mail at his address as it
appears on the membership roll book of the corporation a notice
stating the time and place of the annual meeting.
The presence at any membership meeting of
not less than seven members shall constitute a quorum and shall be
necessary to conduct the business of the corporation; however, a
lesser number may adjourn the meeting for a period of not more than
fifty one weeks from the date scheduled by the by-laws and the
secretary shall cause a notice of the re-scheduled date of the meeting
to be sent to those members who were not present at the meeting
A quorum as hereinbefore set forth shall
be required at any adjourned meeting.
A membership roll showing the list of
members as of the record date, certified by the secretary of the
corporation, shall be produced at any meeting of members upon the
request therefore of any member who has given written notice to the
corporation that such request will be made at least ten days prior to
such meeting. All persons appearing on such membership roll shall be
entitled to vote at the meeting.
Special meetings of the corporation may be
called by the directors. The secretary shall cause a notice of such
meeting to be distributed to all members at their addresses as they
appear in the membership roll book at least ten days but not more than
fifty days before the scheduled date of such meeting. Such notice
shall state the date, time, place and purpose of the meeting and by
No other business but that specified in
the notice may be transacted at such special meeting without the
unanimous consent of all present at such meeting.
4. FIXING RECORD DATE
For the purpose of determining the members
entitled to notice of or to vote at any meeting of members or any
adjournment thereof, or to express consent to or dissent from any
proposal without a meeting, or for the purpose of determining the
members entitled to receive any distribution or any allotment of any
rights, or for the purpose of any other action, the board shall fix,
in advance, a date as the record date for any such determination of
members. Such date shall not be more than fifty nor less than ten days
before any such meeting, nor more than fifty days prior to any other
5. ACTION BY MEMBERS WITHOUT A MEETING
Whenever members are required or permitted
to take any action by vote, such action may be taken without a meeting
by written consent, setting forth the action so taken, signed by all
the members entitled to vote thereon.
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 him by proxy.
Every proxy must be signed by the member
or his 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.
7. ORDER OF BUSINESS
The order of business at all meetings of
members shall be as follows:
Reading of the minutes of
the preceding meeting
Reports of committees
Reports of Officers
8. MEMBERSHIP DUES
Membership dues shall be
determined by the company officers and approved by the Board of
ARTICLE IV –
1. MANAGEMENT OF THE CORPORATION
The corporation shall be managed by the
board of directors which shall consist of not less than three
directors. Each director shall be at least nineteen years of age and
have served aboard the USS James K. Polk (SSBN/SSN 645).
2. ELECTION, AND TERMS OF DIRECTORS
At each annual meeting of members the
membership shall elect directors to hold office until the next annual
meeting. Each director shall hold office until the expiration of the
term for which he was elected and until his successor has been elected
and shall have qualified, or until his prior resignation or removal.
The individuals elected to the corporate
positions of President, Vice President, Secretary, an Treasurer, shall
be automatically designated as directors.
3. INCREASE OR DECREASE IN NUMBER OF
The number of directors may be increased
or decreased by vote of the members or by a vote of a majority of all
of the directors. No decrease in number of directors shall shorten the
term of any incumbent director.
4. NEWLY CREATED DIRECTORSHIPS AND
Newly created directorships resulting from
an increase in the number of directors and vacancies occurring in the
board for any reason except the removal of directors without cause may
be filled by a vote of a majority of the directors then in office,
although less than a quorum exists, unless otherwise provided in the
certificate of incorporation. Vacancies occurring by reason of the
removal of directors without cause shall be filled by vote of the
members. A director elected to fill a vacancy caused by resignation,
death or removal shall be elected to hold office for the unexpired
term of his predecessor.
5. REMOVAL OF DIRECTORS
Any or all of the directors may be removed
for cause by a vote of the members or by action of the board.
Directors may be removed without cause only by vote of the members.
A director may resign at any time by
giving written notice to the board, the president or the secretary of
the corporation. Unless otherwise specified in the notice, the
resignation, shall take effect upon receipt thereof by the board or
such officer, and the acceptance of the resignation shall not be
necessary to make it effective.
7. QUORUM OF DIRECTORS
Unless otherwise provided in the
certificate of incorporation, a majority of the entire board shall
constitute a quorum for the transaction of business or of any
specified item of business.
8. ACTION OF THE BOARD
Unless otherwise required by law, the vote
of a majority of the directors present at the time of the vote, if a
quorum is present at such time, shall be the act of the board. Each
director present shall have one vote.
9. PLACE AND TIME OF BOARD MEETINGS
The board may hold its meetings at such
time and place as it shall from time to time determine.
10. REGULAR ANNUAL MEETING
A regular annual meeting of the board
shall be held either immediately prior to or following the annual
meeting of members at the place of such annual meeting of members.
11. NOTICE OF MEETINGS OF THE
Regular meetings of the board may be held
without notice at such time and place as it shall from time to time
determine. Special meetings of the board shall be held upon notice to
the directors and may be called by the president upon three days
notice to each director either personally or by email, or by postal
mail or by wire; special meetings shall be called by the president or
by the secretary in a like manner on written request of two directors.
Notice of a meeting need not be given to any director who submits a
waiver of notice whether before or after the meeting or who attends
the meeting without protesting prior thereto or at its commencement,
the lack of notice to him.
A majority of the directors present,
whether or not a quorum is present, may adjourn any meeting to another
time and place. Notice of the adjournment shall be given all directors
who were absent at the time of the adjournment and, unless such time
and place are announced at the meeting, to the other directors.
At all meetings of the board the
president, or in his absence, a chairman chosen by the board shall
13. EXECUTIVE AND OTHER COMMITTEES
The board, by resolution adopted by a
majority of the entire board, may designate from among its members an
executive committee and other committees, each consisting of one or
more directors. Each such committee shall serve at the pleasure of the
ARTICLE V -
1. OFFICES, ELECTION, TERM
Unless otherwise provided for in the
certificate of incorporation, the board may elect or appoint a
president, one or more vice-presidents, a secretary and a treasurer,
and such other officers as it may determine, who shall have such
duties, powers and functions as hereinafter provided. All officers
shall be elected or appointed to hold office until the meeting of the
board following the annual meeting of members. Each officer shall hold
office for the term for which he is elected or appointed and until his
successor has been elected or appointed and qualified.
2. REMOVAL, RESIGNATION, SALARY
Any officer elected or appointed by the
board may be removed by the board with or without cause. In the event
of the death, resignation or removal of an officer, the board in its
discretion may elect or appoint a successor to fill the unexpired
term. Any two or more offices may be held by the same person, except
the offices of president and secretary. The officers shall draw no
The president shall be the chief executive
officer of the corporation; he shall preside at all meetings of the
members and of the board; he shall have the general management of the
'affairs of the corporation and shall see that all orders and
resolutions of the board are carried into effect.
During the absence or disability of the
president, the vice-president shall have all the powers and functions
of the president. The vice-president shall perform such other duties
as the board shall prescribe.
The treasurer shall have the care and
custody of all the funds and securities of the corporation, and shall
deposit said funds in the name of the corporation in such bank or
trust company as the directors may elect; he shall, when duly
authorized by the board of directors, sign and execute all contracts
in the name of the corporation, when countersigned by the president;
he shall also sign all checks, drafts, notes, and orders for the
payment of money, which shall be duly authorized by the board of
directors and shall be countersigned by the president; he shall at all
reasonable times exhibit his books and accounts to any director or
member of the corporation upon application. At the end of each
corporate year, he shall have an audit of the accounts of the
corporation made by a committee appointed by the president, and shall
present such audit in writing at the annual meeting of the members, at
which time he shall also present an annual report setting forth in
full the financial conditions of the corporation.
The treasurer shall be responsible for the
filing of appropriate documents with the Internal Revenue Service in
an accurate timely manner.
The secretary shall keep the minutes of
the board of directors and also the minutes of the members. He shall
have the custody of the seal of the corporation and shall affix and
attest the same to documents when duly authorized by the board of
directors. He shall attend to the giving and serving of all notices of
the corporation, and shall have charge of such books and papers as the
board of directors may direct; he shall attend to such correspondence
as may be assigned to him, and perform all the duties incidental to
his office. He shall keep a membership roll containing the names,
alphabetically arranged, of all persons who are members of the
corporation, showing their places of residence and the time when they
7. SURETIES AND BONDS
In case the board shall so require, any
officer or agent of the corporation shall execute to the corporation a
bond in such sum and with such surety or sureties as the board may
direct, conditioned upon the faithful performance of his duties to the
corporation and including responsibility for negligence and for the
accounting for all property, funds or securities of the corporation
which may come into his hands.
ARTICLE VI - SEAL
The seal of the corporation shall be as
ARTICLE VII - CONSTRUCTION
If there be any conflict between the
provisions of the certificate of incorporation and these by-laws, the
provisions of the certificate of incorporation shall govern.
ARTICLE VIII -
The by-laws may be adopted, amended or
repealed by the members at the time they are entitled to vote in the
election of directors. By-laws may also be adopted, amended or
repealed by the board of directors but any by-law adopted, amended or
repealed by the board may be amended by the members entitled to vote
thereon as hereinbefore provided.
If any by-law regulating an impending
election of directors is adopted, amended or repealed by the
board, there shall be set forth in the notice of the next
meeting of members for the election of directors the by-law so
adopted, amended or repealed, together with a concise statement of the
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