ARTICLE ONE-STATEMENT OF PURPOSE
The West Point Society of Greater Houston is a nonprofit Corporation organized primarily for the benefit of its members and to support those causes that its Board of Directors approves that endeavor to serve its membership, community, alma mater, and country in keeping with the ideals of Duty, Honor, and Country as fostered at the United States Military Academy at West Point.
ARTICLE TWO -ORGANIZATION
A Board of Directors shall oversee the affairs of the Corporation. Members of the Board of Directors are elected by a majority vote of a quorum of the general membership. This election is held at the annual membership meeting. A quorum at any such meeting of the Society shall consist of 40 members present. Wherever the term “present’ is used in these Bylaws pertaining to a meeting of Members, it means present in person or by proxy.
ARTICLE THREE - BOARD OF DIRECTORS
Section 3.1: General Powers.
The affairs of the Corporation shall be directed by the Board of Directors, whose members shall have a duty of loyalty to the Corporation.
Section 3.2: General Duties.
Each Director shall commit himself to faithfully carry out the work of the Corporation and attend the regular and special meetings of the Board of Directors.
Section 3.3: Qualifications.
A candidate must be able to subscribe to the Statement of Purpose, without reservation. He or she must be a person of high moral character.
Section 3.4: Number and Term.
The number of Directors shall be no less than seven (7) and no more than twenty (20). A Director's term shall be for three (3) years, unless the director resigns or is removed.
Section 3.5: Officers and Duties.
There shall be five (5) officers, consisting of a President, two Vice-Presidents, Secretary and Treasurer. The Board of Directors elects the officers. Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members to preside at each meeting in the following order: Vice-Presidents, Secretary and Treasurer. The President shall have the responsibility for long term planning issues affecting the Corporation.
The Vice-Presidents may chair committees on special subjects as designated by the President. In addition, the Vice-Presidents shall carry out the duties of the President, if the President is not able to carry out his or her duties.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that corporate records are maintained.
The Treasurer shall make a report at each Board meeting. The Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
All officers shall serve a term of one year. Officers may be re-elected.
Section 3.6: Regular Meetings.
Regular meetings of the Board of Directors shall be held no less than quarterly, and may be held more frequently at the discretion of the President with a five (5) days notice in advance of the meeting.
Section 3.7: Special Meetings.
Special meetings of the Board of Directors may be called by or at the request of two directors and shall be formally noticed by the Secretary of the Corporation no less than five (5) days in advance of the special meeting.
Section 3.8: Notice.
Notice of a regular or any special meeting of the Board of Directors shall be given by written facsimile, telephone call, or e-mail notice to each Director. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the basis that the meeting was improperly called, noticed or convened.
Section 3.9: Quorum.
A minimum of five (5) members of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. When duly elected, the President and the Immediate Past President are also voting members of the Board of Directors. A Director who attends a meeting of the Board of Directors by telephone conference or similar communications equipment shall be counted for purposes of determining a quorum provided however, that each of the Directors present can hear each other. A Director who votes by proxy shall be counted present for the purposes of quorum.
Section 3.10: Decisions.
The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 3.11: Vacancies and Removal.
Any vacancy occurring in the Board of Directors and any directorship to be filled due to an increase in the number of Directors shall be filled by a majority vote of the Board of Directors. Directors may be removed by a majority vote of the Board of Directors.
Section 3.12: Compensation of Directors.
Directors shall not receive any compensation for their services to the Corporation as a Director, nor shall any income or assets of the Corporation inure to the benefit of any Director, private individual or business entity.
ARTICLE FOUR - MEMBERSHIP
Section 4.1: Classification.
Membership in this Society shall be categorized as Honorary, Regular, Associate, and Special.
Section 4.2: Honorary.
Honorary Members shall consist of those individuals of distinction who are elected by three-fourths of the Board of Directors. Honorary Members shall not be required to be graduates nor former cadets of the United States Military Academy and shall not be required to pay fees.
Section 4.3: Regular.
Any graduate of the United States Military Academy on active duty or honorably discharged and any former cadet who was not separated due to an honor violation and who served until the close of the academic half-year immediately following his/her admission shall be eligible for regular membership.
Section 4.4: Associate.
Individuals in the following categories are eligible for Associate Membership:
A. Parent or sibling of a Cadet.
B. Parent, spouse, sibling or child of a person eligible for regular membership.
C. Senator or Member of Congress.
D. Any person who has a member of his/her immediate family on the staff and faculty of the USMA.
E. Any person who has demonstrated participation in military or national security affairs.
F. Any officer of significant military experience of any service.
Section 4.5: Special.
Individuals in the following categories are eligible for Special Membership upon application. However, to continue in this status, the individual must submit the Society's annual registration form. Fees for this classification are waived.
A. Any non-graduate appointed by the USMA Admissions Office as District Representative.
B. Other Cadets who have distinguished themselves by outstanding service to the United States Military Academy and who are in their First Class year.
C. Any individual who, by his/her efforts, assists the Society in fulfilling its stated objective.
D. Any surviving spouse of a deceased member or deceased graduate.
Section 4.6: Fees.
A. Authority. Under the direction of the Board of Directors, fees shall be assessed from Regular and Associate members and such funds shall be used to defray the expenses necessary in the proper conduct of the Society's affairs.
B. Amount. Regular and Associate members fees shall be determined annually by the Board of Directors. The Board may change and/or waive the fee requirement in special situations.
C. Period. The Society's fiscal year begins January 1 and ends on December 31 of each year. Annual fees for the coming fiscal year are payable in advance.
Section 4.7: Voting Rights.
Only Regular Members shall have voting rights.
ARTICLE FIVE -MISCELLANEOUS
Section 5.1: Fiscal Year.
The fiscal year of the Corporation shall be the calendar year.
Section 5.2: Corporate Office.
The address of the Corporation shall be P.O. Box 41974, Houston, Texas 77241.
Section 5.3: Dissolution.
Upon the dissolution of the Corporation, the Board of Directors shall, after the payment of all the liabilities of the Corporation, dispose of all of the assets of the Corporation exclusively for the purposes of the Corporation to an entity operated exclusively for charitable, educational, religious, or scientific purposes which shall qualify as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 as amended.
ARTICLE SIX - COMMITTEES
Section 6.1: Authority.
The President shall specify the tasks for each committee to accomplish. The President shall appoint the chairperson of each committee.
Section 6.2: Committees.
The Corporation shall have the following committees:
A. Governance Committee
B. Society Outreach
C. Society Activities Committee
D. Business Committee
E. Membership Committee
F. Admissions Committee
G. Finance Committee
H. Communications Committee
I. Society Support Committee
ARTICLE SEVEN -AMENDMENT OF BYLAWS
These bylaws may be altered, amended or repealed and new bylaws may be adopted by a majority vote of the Board of Directors.
The above Bylaws of West Point Society of Greater Houston are approved and adopted on the 14th day of July, 2016.
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John Linskey ’73, Director Bill McArthur ‘73, Director
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Hank Schrader ’71, Director Dick Sundt ‘59, Director
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Helene Bryant ‘85, Director Jon E. King '65, Director
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Tom Parr '67, Director Sean McDevitt ‘85, Director
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Ray Rhodes '68, Director Oliver Bell ‘82, Director
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Dee Bryant '85, Director Lonnie E. Nesrsta '74, Director
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Steve McHale '78, Director Joe Frankie ‘74, Director
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Charles Cavin ’86, President