October 13, 1994

WEST POINT SOCIETY OF GREATER HOUSTON

BY-LAWS

ARTICLE I. NAME

The name of this Society shall be the West Point Society of Greater Houston, hereafter referred to as "the Society".

ARTICLE II. OBJECTIVE

The Society shall be a nonprofit organization dedicated to furthering the ideals, principles and welfare of the United States Military Academy. In accomplishing its objective, this Society endeavors to serve its membership, community, Alma Mater, and country.

ARTICLE III. MEMBERSHIP

Section 3.1 Classification — Membership in this Society shall be categorized as Honorary, Regular, Associate, and Special.

Section 3.2 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 3.3 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 3.4 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 3.5 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, but a copy of the Society's Directory will not be provided unless purchased.

A. Any non-graduate appointed by the USMA Admissions Office as District Representative, Liaison Officer, Admissions Representative, or whatever title he/she may be given by that office.

B. Cadets from the local area.

C. Other Cadets who have distinguished themselves by outstanding service to the United States Military Academy and who are in their First Class year.

D. Any individual who, by his/her efforts, assists the Society in fulfilling its stated objective.

E. Any surviving spouse of a deceased member or deceased graduate.

Section 3.6 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 fees 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 3.7 Voting Rights - Only Regular Members shall have voting rights.

Section 3.8 Resignation/Expulsion — Any member, officer or Board 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, if no time be specified, upon receipt. Resignation shall not entitle a member to the return of any dues paid by him/her. At a meeting duly called in accordance with the By-Laws, a member may be expelled for cause by a two-thirds vote of a quorum of all Regular members. 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 By-Laws.

Section 3.9 Membership Restrictions - No member of the Society is authorized to make any statement on behalf of the Society without Board approval. Any efforts to influence any legislation should be nonpartisan and beneficial to the United States Military Academy. Members shall refrain from any activity that might reasonably be construed by the USMA or the National Collegiate Athletic Association as a violation of their rules regarding athletic recruiting.

ARTICLE IV. BOARD OF DIRECTORS

Section 4.1 Government - The government and management of the Society shall be vested in an executive body of fifteen of its Regular members known as the Board of Directors, hereafter referred to as "the Board". On all questions of interpretation of the By-Laws 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 that purpose. The Board shall establish operating committees as it deems necessary. The Society, through its Board, may purchase and maintain whatever insurance, if any, it deems necessary. The Board has the authority to invest the Society's treasury in whole or in part in the manner they deem prudent in order to achieve maximum growth with reasonable safety.

Section 4.2 Membership - Members of the board shall be elected for a period of three years, 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.

Section 4.3 Nominations - Each year the President of the Society shall appoint a committee to nominate candidates to fill Board vacancies projected for the coming year. These nominations will be presented at the Annual Business Meeting, along with nominations from the floor.

Section 4.4 Vacancies - 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 of said vacancy. Failure by a Director to attend two consecutive Board meetings without justifiable reason shall be deemed equivalent to that person's tender of resignation therefrom.

Section 4.5 Meetings - A regular meeting of the Board shall be held once a quarter at the call of the President. Special meetings may be held at any time upon call of the President, the Secretary, or any five members of the Board. At such meetings, business will be confined to that specified in the call for the meeting which shall be provided to each Board member not less than three days prior to said meeting.

Section 4.6 Quorum - A quorum of the Board shall consist of five members.

Section 4.7 Reports - The Board shall submit a report of the affairs of the Society, with the expenditures of the past year and an estimate of the expenses for the coming year, at each Annual Business Meeting. It shall report at other times if called upon to do so by ten or more members in writing.

Section 4.8 Chairman of the Board - The President of the West Point Society of Greater Houston is designated the Chairman of the Board, who shall preside over Board Meetings.

ARTICLE V. OFFICERS

Section 5.1 Offices - The officers of the Society shall be President, First Vice President, Second Vice President, Secretary and Treasurer and such other officers as the Board may determine.

Section 5.2 Election - All officers shall be elected by the Board at its first meeting following each Annual Business Meeting of the Society.

Section 5.3 Term - The term of office of each officer shall commence at the beginning of the fiscal year following his/her election. The term of office is one year. Officers may be re-elected.

Section 5.4 Duties

A. President

(1) The President shall normally preside at meetings and dinners of the Society and shall be a member of the Board of Directors. He shall sign all written contracts and obligations of the Society. He shall nominate the chairmen of committees established by the Board and shall provide for the appointment of other committee members. In the event of a temporary absence of the Secretary or Treasurer, the President shall appoint a member to fulfill those duties. He shall perform such other duties as the Board of Directors may assign him.

(2) Upon election of his successor, the immediate past President of the society shall become an ex officio member of the Board with full voting rights of a director for a term of one year unless the past President is a duly elected Director.

B. Vice Presidents

(1) The First Vice President shall discharge the duties of the President in the absence of the President. The First Vice President will oversee the administrative functions of the Society. In addition, the 1st Vice President shall have such other powers and duties as shall be prescribed by the President.

(2) The Second Vice President shall discharge the duties of the President in the absence of the President and the 1st Vice President. The 2nd Vice President will oversee the operational functions of the Society. In addition, the Second Vice President shall have such other powers and duties as shall be prescribed by the President.

C. Secretary - The Secretary shall be responsible for:

(1) Keeping the minutes of any meeting of the Society and the Board of Directors.

(2) Notifying members of the affairs of the Society, as determined by the Board of Directors.

(3) Notifying members of the Board of their election and meetings.

(4) Conducting the correspondence, keeping the records, preparing necessary reports and keeping the seal of the Society in the event that it is incorporated.

(5) Keeping a roster showing the names and addresses of:

(a) All eligible persons known to reside in the area of the Society.

(b) All members of the Society.

(6) Publishing the list of the Board of Directors, officers of the Society, members, and the By-Laws.

(7) Provide an annual report to the membership with a copy furnished the AOG summarizing the following:

(a) The number of fee paying members in the Society.

(b) Names of Officers and Society Directors and the respective term of each office.

(c) Society's balance sheet for the previous year.

(d) All changes that took place in Section 5.5.D.7 items a, b, and c.

(e) The results of recruiting activities for the year.

(8) Shall insure that the By-Laws are reviewed not less than every five years by the By-Laws Committee.

D. Treasurer - The Treasurer shall be the custodian of the Society's operating funds and shall be responsible for:

(1) Disbursing the funds to defray expenses authorized by the Society or the Board.

(2) Reporting the status of the funds at each meeting of the Board and assist the Finance and Budget Committee as needed.

(3) Having the Society's accounts audited before the Annual Business Meeting with the supervision of the Board. Audits may be conducted at other times as the Board may direct.

(4) Present an annual financial report to the Board and a copy to the Secretary.

(5) Collect fees, assessments and other funds as may be appropriate.

ARTICLE VI. COMMITTEES

Section 6.1 Authority - The President shall specify the tasks for each committee to accomplish. The President may appoint the chairperson of the committees listed in Section 6.2, Organization, or form such other committees as may be approved by the Board of Directors.

Section 6.3 Organization - The Society shall be organized into the following Committees and Sub-committees unless so changed in accordance with Sections 4.1 and 6.1 of these By-Laws.

A. Communications Committee.

(1) Newsletter

(2) Assembly

(3) Electronic Bulletin Board System

(4) Public Relations

B. Membership Committee.

(1) Welcome

(2) Database Management

(3) Directory

C. Financial and Budget Committee.

(1) Budget

(2) Development

D. By-Laws and Resolutions Committee.

E. Program Committee.

(1) Monthly Meetings

(2) Founders Day

(3) Army - Navy Game

(4) Special Events

F. Admissions Committee.

G. Young Graduates Committee.

(1) Summer Outing

(2) Sports Events

H. Career Advisory Committee.

I. Bicentennial/Long Range Planning Committee.

ARTICLE VII. SOCIETY MEETINGS

Section 7.1 Annual Business Meeting - The Annual Business Meeting of the Society shall be held during the fourth quarter of each calendar year. At least seven days written notice thereof shall be given to the active members by the Secretary which shall be accompanied by a proxy form.

Section 7.2 Special Meetings - Special meetings of the Society may be called by the President or upon the written request of ten Regular Members. At least seven days notice thereof shall be given to members by the Secretary.

Section 7.3 Quorum - A quorum at any meeting of the Society shall consist of 10 percent of the Regular membership in person or represented by a written proxy. If any meeting of the Society does not reach a quorum, another meeting shall be called within thirty days.

ARTICLE VIII. AMENDMENTS

Amendments to, or changes in the By-Laws may be made at any meeting of the Society by a two-thirds vote of a quorum of Regular members. Such proposed amendments and/or changes shall, however, be considered only after the Secretary shall have distributed copies of the same to the membership at least seven days prior to the meeting.

ARTICLE IX. TERM AND DISSOLUTION

Section 9.1 Term - The Society shall have perpetual existence unless sooner dissolved pursuant to Section 9.2.

Section 9.2 Dissolution - The Society may be dissolved by:

A. The vote of more than two-thirds of the Society at a meeting duly called for such purpose.

B. The vote of three-fourths of the Board.

Section 9.3 Liquidation - In the event of dissolution of the Society, 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.

A. Association of Graduates

United States Military Academy
West Point, New York

B. West Point Alumni Foundation, Inc.

United States Military Academy
West Point, New York

C. United States Military Academy

West Point, New York
(Federal Agency)

D. The Federal Government of the United States of America.