Bylaws

Bylaws
USS Wisconsin SSBN 827 Association, Inc.

(Adopted 27 August 2021)

Article I - Name and Objective

Section 1. The name of the organization shall be the USS Wisconsin SSBN 827 Association, Inc, doing business as USS Wisconsin SSBN 827 Association, hereafter called the Corporation.

Section 2. This Corporation has been incorporated in the State of Wisconsin as a nonstock corporation under Chapter 181 Wisconsin Statues. The purposes of this Corporation shall be as set forth in the Articles of Incorporation of the Corporation. These By-Laws specify various matters affecting the operations and governance of the Corporation.

Section 3. The mission of this Corporation is to build and maintain a proud and active relationship with the citizens of Wisconsin and the Blue and Gold crew and families of USS Wisconsin (SSBN 827), specifically to:

• Encourage, advocate, and generate statewide support for the USS Wisconsin throughout the life of this submarine and to educate the citizens of Wisconsin about their namesake submarine.
• Support the morale, well-being and recreation of the Blue and Gold crews and their families.
• Educate the crew about the beauty of Wisconsin and the heritage of previous vessels commissioned as USS Wisconsin.
• Support STEM (Science, Technology, Engineering, and Mathematics) education for Wisconsin students by applying nuclear submarine operation principles as a focal point.
• Raise funds and finance appropriate events and activities associated with these objectives.

Section 4. The Corporation shall not directly or indirectly discriminate against any person or organization for reason of race, gender, age, religion, disability, national origin, ancestry, marital status, or sexual orientation.

Section 5. The principal location of the Corporation shall be located in the State of Wisconsin. The Corporation may have other such offices, either within or outside of the State of Wisconsin, as the Board of Directors may determine or as the affairs of the Corporation may require from time to time.

Article II – Membership

Section 1. The Corporation shall have no members but shall be managed by its Board of Directors as set forth in Article III and IV of these By-Laws.

Article III - Board of Directors

Section 1. The Board of Directors (“Board”) of this Corporation comprises seven volunteers who are formally recognized as those who are making a commitment to the governance of the organization. A quorum is four board Directors. Control and management of the Corporation’s assets and affairs shall be vested in the Board. The Board may adopt policies. The Board shall have general charge and control of the activities and properties of the Corporation not otherwise provided for.

Section 2. The Directors shall be elected for a term of three years. The terms of the Directors shall be staggered so that each year there are Directors that retire from the Board and a like number of new Directors are elected to the Board. In the event that any Director is unable to complete their term in office, the President shall appoint with concurrence of the Board, a new Director to complete the term.

Section 3. Ex Officio Directors. The Board may elect Ex Officio Board Directors. Ex Officio Board Directors do not have voting rights at Board meetings and shall not be counted toward a quorum or toward the total number of Board Directors serving. Ex Officio Board Directors shall be elected for a two (2) year term. The Commanding Officer and Chief of the Boat for both crews shall be Ex Officio Directors.

Section 4. Board Directors are encouraged to attend as many meetings as possible. The Board has the right to set minimal attendance expectations.

Section 5. Committees shall be appointed by a charter letter signed by the President, and subject to approval by the Board. Such committees shall include fundraising, events, and communications. The committee charter letter will assign a Director to oversee each committee.

Section 6. Committees may have co-chairs to ensure that one person is not overly burdened with any one event or project. People serving on a committee are recruited from the Supporters of the Corporation. Chairpersons may be reappointed but shall not normally chair the same committee more than three consecutive years.

Section 7. The Navigators. The founders of the Corporation, The Navigators, shall select the initial Board. They may continue to be elected Directors or participate as Ex Officio Directors of the Board providing history and continuity of the initial direction of the Corporation.

Section 8. The Board of Directors shall adopt a Conflict of Interest policy that complies with all requirements of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. The following provisions govern the validity of certain contracts and transactions, pursuant to Wisconsin Statutes section 181.0831. No contract or other transaction between the Corporation and one (1) or more of its Directors or any other corporation, firm, association, or entity in which one (1) or more of its Directors are directors or officers or has a material financial interest, shall be either void or voidable because of such relationship or interest or because such Director or Directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because his or their votes are counted for such purpose, if (1) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested Directors; or (2) the fact of such relationship or interest is disclosed or known to the Directors entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent; or (3) the contract or transaction is fair and reasonable to the Corporation. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.

Section 9. Annual Meeting. An annual meeting of the Board of Directors shall be held at the principal office or a designated location to be determined by the Board of Directors each year for the purpose of electing the Board of Directors and the Officers of the Corporation, and the transaction of such other business as may properly come before the meeting. In the event of failure, through oversight or otherwise, to hold the annual meeting of Directors in any year, the meeting, upon waiver of notice or upon due notice, may be held at a later date.

Article IV – Officers

Section 1. The elected officers of the Corporation shall consist of a President, Vice-President, Secretary, and Treasurer. The President, Vice-President, Secretary, and Treasurer shall constitute the Executive Committee of the Corporation. The Executive Committee shall have the authority to conduct routine business during the interim between meetings of the Board and shall act on behalf of the Corporation.

Section 2. Election of Corporation Officers. The President, Vice-President, Secretary, and Treasurer shall be elected by and from the Board. A majority vote by the Directors is required for election to these offices. Any Officer elected or appointed by the Directors also may be removed by a majority vote of the Directors whenever in their judgment the best interests of the Corporation would be served thereby. The election and installation of newly elected officers shall be held at a Board meeting immediately following the Corporation’s Annual Meeting.

Section 3. Term limits. The President and Vice President shall hold office for a term of two years and shall not normally hold the same office for more than three consecutive terms. If the President or Vice-President is at the end of his/her three-year Board term halfway through his/her officer term the Board term will be extended one year.

Section 4. In the event that any Officer is unable to complete their term in office, the President shall appoint a Director to complete the term of office with the concurrence of the Board. In the event the President is unable to complete his/her term, the Vice President will assume duties of President for the remainder of the term.

Article V – Responsibilities of Officers

Section 1. The Board President will be responsible for coordinating the organization. The President shall preside at all meetings of the Board and at all Corporation special meetings when the proceedings are of a business nature. The President shall oversee all official activities, finances, the Board, and programming. He/she shall submit all reports required or requested by state or national organizations; and represent the Corporation in public affairs. The President shall prepare an address to be presented at the annual meeting. He/she shall be Chairman of the Executive Committee and shall have executive supervision over the activities of the Corporation, within the scope provided by these By-Laws. He/she may disburse budgeted funds on behalf of the Corporation and shall ensure that financial audits are periodically conducted, bonding and indemnification requirements comply with the Corporation Articles of Incorporation, and that Corporation business is conducted in accordance with applicable county, state, and federal statutes.

Section 2. The Vice President shall fulfill the duties of the President in case of his/her absence or disability. The Vice-President shall serve on the Executive Committee and assist the President as applicable. The Vice-President may serve as chairperson of committees, represent the Corporation at events which the President is unable to attend, and generally be understudying the duties of the Board President. The Vice-President may disburse budgeted funds when necessary.

Section 3. The Secretary shall be the custodian of all permanent records of the Corporation such as Board Minutes, Articles of Incorporation, By-laws, Nonprofit Status and Newsletters. The Secretary shall prepare agendas and keep minutes of all meetings. The Secretary will oversee all official written communications, and newsletters. He/she will maintain an accurate roster of donors; help conduct the business of the Corporation by handling correspondence as designated by the President; arrange programs, provide appropriate notice of meetings, edit correspondence of the Corporation, and prepare the President’s annual meeting address. He/she shall serve on the Executive Committee.

Section 4. The Treasurer shall have charge of all Corporation funds and shall disburse such funds as deemed necessary. The Treasurer shall keep accounts in books belonging to the Corporation, which at times shall be open to inspection. The Treasurer will deposit all Corporation funds in the name of the Corporation in a bank or trust company approved by the Board. The Treasurer is empowered to disburse budgeted funds. The Treasurer will prepare budgets and financial status quarterly and supply the Board with a report of receipts and disbursements whenever required. The Treasurer shall serve on the Executive Committee and prepare the financial portion of the Board's annual report. The Treasurer shall prepare all financial reports required by donor agreements and provide donors with IRS required information. The Treasurer shall arrange for an annual audit of the Corporation’s financial activities. The Treasurer shall be bonded in accordance with Wisconsin state law. He/she shall prepare and present for audit a statement of all receipts, expenditures, and fund balances as of December 31 or when requested by the Board. The Treasurer shall assist the Secretary in maintaining active Corporation donor records. At the expiration of the Treasurer’s term of office, all funds, records, papers, and other Corporation property shall be audited and then transferred to his/her successor.

Article VI - Nominations/Elections

Section 1. The President shall appoint an Election Committee of three Directors from the Board. It shall be the responsibility of this committee to select at least one nominee for each vacant position on the Board at least 30 days prior to the annual meeting.

Section 2. Elections. Directors of the Board will be elected by the Board. Newly elected Directors are installed at the Corporation’s Annual Meeting.

Article VII – Meetings

Section 1. The Board shall meet quarterly at a date, time and location specified by the President with at least a 10-day notice. Board Directors may participate in a meeting of the Board by means of telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other at the same time.

Article VIII– Expenditures and Prohibitions

Section 1. No funds shall be authorized to be expended and no contract or obligation incurred in the name of or on behalf of the Corporation beyond the funds actually in hand, appropriated, and set aside for the purpose.

Section 2. No use may be made of the Corporation name, logo, seal, or other symbol or indicia, including lists of donors’ names and addresses for any purpose other than the direct fulfillment of the mission of the Corporation.

ARTICLE IX- Miscellaneous

Section 1. Books and Records. The Corporation shall keep correct and complete books and records of accounts; shall keep minutes of the proceedings of Board of Directors and committee meetings; and shall keep at the registered or principal office a record of names, phone, electronic addresses, and facsimile numbers of the Directors.

Section 2. Fiscal Year. The fiscal year of the Corporation shall end on such date as shall be established by the Board of Directors.

Section 3. Mandatory Indemnification. The corporation shall, to the fullest extent permitted or required by the Statute, indemnify each Director and Officer against any and all Liabilities, and advance any and all reasonable Expenses as incurred by a Director or Officer, arising out of or in connection with any Proceeding to which such Director or Officer is a Party because he or she is a Director or Officer of the Corporation. The rights to indemnification granted thereunder shall not be deemed exclusive of any other rights to indemnification against Liabilities or the advancement of Expenses to which such person may be entitled under any written agreement, board resolution, the Statute, or otherwise. The Corporation may, but shall not be required to, supplement the right to indemnification against Liability and advancement of Expenses under this Section D by the purchase of insurance on behalf of any one (1) or more of such persons, whether or not the Corporation would be obligated to indemnify such person under this Section D. The term “statute,” as used in this Article, shall mean Sections 181.0871 through 181.0883 of the Wisconsin Statutes and all amendments thereto which permit or require the Corporation to provide broader indemnification rights than prior to the amendment. All other capitalized terms used in this Article and not otherwise defined herein shall have the meaning set for in Section 181.0871 of the Statute.

Section 4. Limited Liability of Volunteers. Each individual (other than an employee of the Corporation) who provides services to or on behalf of the Corporation without compensation (“Volunteer”) shall be immune from liability to any person for damages, settlements, fees, fines, penalties, or other monetary liabilities arising from any act or omission as a Volunteer, to the fullest extent provided by Section 181.0670 of the Wisconsin Statutes or any similar successor provision thereto. For purposes of this section, it shall be conclusively presumed that any Volunteer who is licensed, certified, permitted, or registered under state law and who is performing services to or on behalf of the Corporation without compensation is not acting within the scope of his or her professional practice under such license, certificate, permit, or registration, unless otherwise expressly indicated to the Corporation in writing.

Article X – Amendments

Section 1. These By-Laws may be amended or amended and restated by the Board of Directors; provided, that at least seven (7) days’ written notice of any meeting at which an amendment will be considered must be given, and such notice must state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the By-Laws and must contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by two-thirds of the directors in office at the time the amendment is adopted.

Article XI – Dissolution

Section 1. Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

ARTICLE XII - Permitted Distributions

Section 1. The Corporation may make a distribution to another corporation if:

(a) The distribution is made in accordance with the state purposes of the Corporation;

(b) After the distribution, the Corporation will be able to pay its debts as they become due in the usual course of its activities;

(c) After the distribution, the Corporation’s total assets will equal at least the sum of its total liabilities; and

(d) The corporation to which the distribution is made may not distribute any part of its income to directors, or officers and is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code.

Article XIII – Ratification

Section 1. These By-laws have been hereby adopted by The Navigators on 27 August 2021.

Section 2. A copy of these By-laws has been placed in the minutes and records of USS Wisconsin SSBN 827 Association, Inc.