ARTICLE I — NAME
The organization is named West Point Society of Central Texas.
ARTICLE II — PURPOSE
West Point Society of Central Texas is organized exclusively for charitable, educational, scientific and other purposes identified as exempt from taxation under section 501(c)(3) of the Internal Revenue Code. The society shall be a nonprofit organization dedicated to furthering the principles and welfare of the United States Military Academy. In accomplishing its purpose, the society endeavors to serve its community, its country, and graduates of the Military Academy.
ARTICLE III — MEMBERSHIP
3.1 Membership shall be of three classes: Regular, Associate and Honorary.
3.1.1 Regular – Any graduate of the United States Military Academy and any former cadet who was honorably discharged from the United States Military Academy after completing at least one academic semester shall be eligible for Regular Membership. Regular members are required to pay dues and shall have voting rights.
3.1.2 Associate – Any person not eligible for Regular membership may apply for Associate Membership. Associate members are limited to those individuals with a direct affiliation to the United States Military Academy, as determined by the Board of Directors. Associate members are required to pay dues and are subject to all other provisions applicable to Regular members but are not eligible to vote.
3.1.3 Honorary – Honorary members shall consist of those individuals of distinction who are elected unanimously by the Board of Directors because of outstanding and noteworthy service to their community, country or to the United States Military Academy. Honorary Members shall not be required to pay dues and shall have no voting rights. Honorary membership is subject to election and annual approval of the Board of Directors.
3.2 Member dues are determined and assessed by the Board of Directors on an annual basis. Regular and Associate Members shall renew their membership through payment of their dues. Failure to pay dues by deadlines set by the Board is grounds for removal from Society rolls.
3.3 Resignation and Expulsion
3.3.1 Resignation – Any member may resign at any time by giving written notice to the Board of Directors. Such resignation shall take effect at the time specified therein or upon receipt if no time is specified. Resignation shall not entitle a member to return of any dues paid by him or her.
3.3.2 Expulsion – At a meeting duly called in accordance with the bylaws, a member may be expelled for cause by a membership quorum. An expelled member may be reinstated by a vote of a majority of a quorum of Regular Members at a meeting duly called in accordance with the bylaws.
ARTICLE IV — BOARD OF DIRECTORS
4.1 The governance and management of the society shall be vested in an executive body of not less than five and not more than twelve of its Regular Members and known as the Board of Directors (referred to hereafter as the Board). On all questions of interpretation of the bylaws or other rules of the society the decision of the Board shall be final unless rescinded by the society at the Annual Business Meeting or at a special meeting called for the purpose.
4.2 The organization’s fiscal year begins January 1 and ends on December 31 of each year.
4.3 The Board shall have discretion to spend any funds collected or donated in order to operate, support and maintain the society. The Board shall have the authority to invest the society’s treasury in whole or in part in the manner it deems prudent and in the Society’s best interest. The Board shall have the power to remit or waive dues of any member for any period they deem necessary.
4.4 In the event of dissolution of the West Point Society of Central Texas all funds and property remaining clear and unencumbered following final receipts and disbursements will be offered to the following organizations in order of priority listed. This list is established to provide alternates in the event of dissolution of the primary organization(s).
4.4.1 Association of Graduates, United States Military Academy, West Point, NY 10996.
4.4.2 Long Gray Line Fund, United States Military Academy, West Point, NY 10996.
4.4.3 United States Military Academy, West Point, NY 10996 (Federal Agency).
4.4.4 The Federal Government of the United States of America.
4.5 Members of the Board shall be elected for a term of three years, approximately one-third being elected each year at the Annual Business Meeting of the society by a majority vote. In the case of a tie, balloting shall continue until all vacancies have been filled. Board Members are eligible for re-election and there are no term limits.
4.6 Each year those members of the Board serving their second year or longer shall comprise a nominating committee and shall nominate one candidate for each of the outgoing Board Members’ vacancies. Other nominations may be made to the Board or membership at the Annual Business Meeting.
4.7 If a vacancy occurs during the fiscal year it shall be filled by a majority vote of a quorum of the Board for the unexpired term.
4.8 Failure to attend two consecutive Board Meetings without justifiable reason shall be deemed equivalent to tender of resignation by the absentee board member.
4.9 The Board shall establish operating committees as it deems necessary to effectively conduct the business of the Society. Committees may be comprised of board and society members as appointed by the Board. Board members will serve as committee chairs.
4.10 The Board shall make available a report of the affairs of the society at each Annual Business Meeting. The Board shall report at other times if called upon to do so in writing by ten members or ten percent of the membership, whichever is fewer.
4.11 The Board shall maintain a Conflict of Interest Policy to be reviewed at least biannually and updated as necessary in order to protect the society’s interest when engaging in any activity or agreement which might financially benefit a society board member, officer or other interested person.
ARTICLE V — OFFICERS
5.1 The officers of the society shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, to be elected by the Board at its first meeting following the Annual Business Meeting of the society. Other officers may be elected by the Board as needed.
5.2 The term of office of each officer shall commence at the beginning of the fiscal year following his or her election. The term of office is one year. Officers may be re-elected.
5.3 Resignations shall not be effective until accepted by the Board.
5.4 The President shall be the chief executive officer of the Society and shall take such actions as are necessary to accomplish the general policy decisions of the Board of Directors. The President shall sign all written contracts and obligations of the society. The President shall nominate the chairmen of committees established by the Board and shall provide for the appointment of other committee members. The President shall perform such other duties as assigned by the Board of Directors.
5.5 The Vice President shall have such powers and duties as prescribed by the Board and will discharge the duties of the President when the President is absent.
5.6 Other officer and committee responsibilities shall be defined and maintained by the Board in the Society Board of Directors Policies and Procedures document.
5.7 In the event of the temporary absence of an officer or committee member, that officer’s duties may be performed by another member of the board or society appointed by the President.
5.8 Board Members not serving as an officer will lead committees, projects, events and/or special functions.
5.9 Upon election of his successor, the immediate past President of the society shall become an ex-officio member of the Board of Directors with full voting rights of a director for a term of one year unless such past President is already a duly elected director. Ex-officio members with voting rights of a director shall be counted for the purposes of a quorum of the Board, but shall not be counted in determining the number of directors to be elected by the Regular members of the society at the Annual Business Meeting of the society.
ARTICLE VI — MEETINGS
6.1 The Annual Business Meeting of the society for election to the Board of Directors and other business as prescribed in the Bylaws shall be held annually as determined by the Board.
6.2 Special meetings of the society may be called by the President, any two board members or upon the written request of the lesser of either ten Regular Members or ten percent of the society membership. At least seven days’ notice thereof shall be given to members by the Secretary. At such meetings business will be confined to that specified in the call for the meeting.
6.3 A quorum at any meeting must be reached to hold a Society meeting. If any meeting of the society does not reach a quorum another meeting shall be called within 30 days.
6.4 The President or an officer designated by the President shall preside over Board Meetings.
6.5 A regular meeting of the Board shall be held twice a year at the call of the President.
6.6 Special meetings of the board may be held at any time upon call of the President, the Secretary, or any two members of the Board.
6.7 A quorum of the Board must be achieved to hold a board meeting.
6.8 Establishing a quorum:
6.8.1 A Board of Directors quorum shall be defined as 50% of active board members.
6.8.2 A Society or membership quorum shall be defined as 10% of active memberships.
6.9 Subject to applicable laws and notification requirements, at its discretion the board may allow voting by absentee ballot, by proxy or legally accepted electronic means for society votes.
6.10 For society meetings where a vote is required, a quorum for a specific vote may be established by including absentee votes. In such cases, the meeting must be announced to the society at least 30 days prior to the meeting and votes will be confined to the specific votes called for in the meeting announcement.
ARTICLE VII — AMENDMENTS
Amendments to or changes in the society bylaws may be made at any meeting of the society by a two-thirds vote of a quorum or members represented by proxy. Such proposed amendments and changes shall, however, be considered only when the Secretary shall have distributed copies of the same to the members at least seven days prior to the meeting.