WPSST Articles of Incorporation
and ByLaws
PART I
WEST POINT SOCIETY OF SOUTH TEXAS
ARTICLES OF INCORPORATION AND BY-LAWS
We, the undersigned natural persons citizens of Texas who are of
the age of twenty-one (21) years or more, acting as incorporators of a
corporation under the Texas Non-Profit Corporation Act, do hereby adopt
the following Articles of Incorporation for such corporation:
ARTICLE I - NAME
The name of the Corporation shall be the West Point Society of South
Texas, which will be organized and operated in accordance with the Texas
Non-Profit Corporation Act and the By-Laws of its predecessor The West
Point Society of South Texas, hereinafter referred to as the Society.
ARTICLE II - PURPOSE AND OBJECTIVES
Section 2.1 - The Society is a non-profit corporation, and
is organized and operated pursuant to the Texas Non-Profit Corporation
Act. It does not contemplate pecuniary gain or profit to the members
thereof and is organized for non-profit purposes.
Section 2.2 - The Society is dedicated to furthering the
principles and welfare of the United States Military Academy, West Point,
New York. In accomplishing its purpose, this Society endeavors to serve
its community and country.
Section 2.3 - The Society is organized and operated to
increase public knowledge and understanding of the mission and ideals of
the United States Military Academy.
Section 2.4 - The Society seeks to educate the public,
potential Cadets, and their families, about the opportunities for
education and public service which are available by entrance to West
Point and pursuit of a military career.
Section 2.5 - The Society also provides an organization
wherein graduates, former Cadets and interested friends may associate in
order to foster the aims, ideals, standards and achievements of West
Point which are embodied in the Academy motto, "Duty, Honor, Country."
ARTICLE III - TERM AND DISSOLUTION
Section 3.1 - The Society shall have perpetual existence,
unless sooner dissolved pursuant to this section of the Articles of
Incorporation.
Section 3.2 - The Society may be dissolved by:
(1) A vote of more than two-thirds of the voting
members of the Society at a meeting duly called for such purpose.
(2) A vote of three-fourths of the Board, with a vote
of a majority of the voting members of the Society at meetings duly
called for such purposes.
Section 3.3 - Pursuant to the Texas Non-Profit Corporation
Act, in the unlikely event of dissolution, any funds or property
remaining after payment of creditors shall be offered by the Board to the
following organizations in the order of priority listed:
(1) Association of Graduates, United States Military
Academy, West Point, New York 10996-1797.
(2) West Point Alumni Foundation, Inc.,
(3) West Point Fund.
(4) United States Military Academy.
(5) The Federal Government of the United States of
America.
Section 3.4 - When the remaining assets are accepted by an
above designated organization, the assets shall be transferred or
conveyed to such domestic organization which is engaged in activities
substantially similar to those of the dissolving corporation.
ARTICLE IV - INITIAL REGISTERED OFFICE AND AGENT
The address of the initial registered office of the Corporation is: West
Point Society of South Texas, 411 E. Hathaway Drive, San Antonio, Texas
78209, and the name of its initial registered agent at such address is
E. GENE SPRAGUE.
ARTICLE V - BOARD OF DIRECTORS
Section 5.1 - The Society shall be governed and managed by
an executive body known as the Board of Directors (formerly Board of
Governors) composed of not less than twelve (12) nor more than
fifteen (15) Regular Members. The Board will be
organized and operated as described in the Society By-Laws.
Section 5.2 - LIMIT OF PERSONAL LIABILITY - A member of the
Board of Directors of the West Point Society of South Texas shall not be
liable to the Society or its members for monetary damages for an act of
omission when such act occurred in good faith while performing his duties
as Director in his Director's capacity.
Section 5.3 - The names and addresses of the persons who are to
serve as the initial Directors are:
NAME ADDRESS
Demetrius K. Bivins 4230 Clear Lake Drive
San Antonio, Texas 78217
Robert G. Breene, Jr. 9838 Greentree Street
San Antonio, Texas 78230
Philip H. Fryberger 314 Rockhill Drive
San Antonio, Texas 78209
Haywood S. Hansell 7231 N. Hidden Hills
San Antonio, Texas 78244
Kenneth McCollister 8415 Fredericksburg Road
San Antonio, Texas 78229
Stuart G. McLennan, Jr. 16619 Fort Oswego
San Antonio, Texas 78247
William M. McVeigh 1602 Wolf Crest
San Antonio, Texas 78248
John R. Rogers 3542 River Way
San Antonio, Texas 78230
John P. Rollston 3501 Wimbledon Drive
Cibolo, Texas 78108
Walter H. Root, Jr. 7306 Sawgrass
San Antonio, Texas 78244
E. Gene Sprague 411 E. Hathaway Drive
San Antonio, Texas 78209
Dana L. Stewart 927 Arizona Ash
San Antonio, Texas 78232
NON-VOTING
Turner L. Griffin 2030 Morning Dove
San Antonio, Texas 78232
Section 5.4 - DUES - Under the direction of the Board of
Directors the dues, as stipulated in the By-Laws, and any other income,
shall be used to defray the expenses made necessary in the proper conduct
of the affairs of the Society.
ARTICLE VI - INCORPORATORS
The names and street addresses of the sole incorporators are:
E. GENE SPRAGUE 411 E. Hathaway Drive
San Antonio, Texas 78209
WILLIAM M. McVEIGH 1602 Wolf Crest
San Antonio, Texas 78248
PHILIP H. FRYBERGER 314 Rockhill Drive
San Antonio, Texas 78209
KENNETH McCOLLISTER 8415 Fredericksburg Road
San Antonio, Texas 78229
IN WITNESS WHEREOF, we have set our hands this 8th day
of March , 1989.
(SIGNED)
E. GENE SPRAGUE, PRESIDENT
(SIGNED)
WILLIAM M. McVEIGH, VICE PRESIDENT
(SIGNED)
PHILIP H. FRYBERGER, SECRETARY
(SIGNED)
KENNETH McCOLLISTER, TREASURER
STATE OF TEXAS
COUNTY OF BEXAR
I, the undersigned notary public, do hereby certify that E. GENE
SPRAGUE,WILLIAM M. McVEIGH, PHILIP H. FRYBERGER, and KENNETH McCOLLISTER,
personally appeared before me and being by me first duly sworn declared
that they are the persons who signed the foregoing document as
Incorporators and that the statements contained therein are true.
SUBSCRIBED AND SWORN TO by E. GENE SPRAGUE, WILLIAM M. McVEIGH,
PHILIP H.FRYBERGER and KENNETH McC0LLISTER, on this 8th day of March,
1989.
(SIGNED)
Notary Public, State of Texas
SHARON D. HARDEMAN
Notary's Name (printed)
My commission expires: 1 December 1990
PART II
WEST POINT SOCIETY OF SOUTH TEXAS
BY-LAWS
ARTICLE I - MEMBERSHIP
Section 1.1 - CLASSIFICATION - Membership shall be divided
into three classes, namely, Regular, Honorary and Associate. Only Regular
Members in good standing are entitled to vote.
Section 1.2 - REGULAR MEMBERSHIP - All graduates of the
United States Military Academy, all Cadets, and all former Cadets who
were honorably discharged from the Academy after serving at least one
semester, are eligible for Regular Membership provided there is no
question of moral turpitude. They shall become Regular Members upon
registering their names with the Secretary of the Society and paying
their dues. Any Regular Member who, at the beginning of the next fiscal
year, fails to pay his annual dues may be classified as a Non-Member
until payment of such dues, and will be dropped from the rolls altogether
after a lapse of one year.
Section 1.3 - HONORARY MEMBERSHIP - Honorary Members shall
consist of those individuals of distinction who may or may not be graduates or
former Cadets of the United States Military Academy, but who, by some
outstanding and noteworthy service, have shown themselves to be in
sympathy with the objectives of the Society. Such members are elected by
the Board of Directors and do not pay dues. Honorary Members are not
eligible to become elected officers of the Society.
Section 1.4 - ASSOCIATE MEMBERSHIP - Any person who
indicates a desire to join and who demonstrates he/she is in accord with
the objectives of the Society may become an Associate member. The Board
of Directors must elect individuals in this category to membership.
Parents of cadets, former cadets, or graduated cadets, however, may join
the Society without being elected by the Board of Directors (See Note 1 at
end of document). Surviving spouses of life members will automatically
become Associate Life members.
Section 1.5 - Regular and Associate Members shall pay dues.
Section 1.6 - Associate Members are not eligible to become
elected officers in the Society. A WPSST Associate Member, who is also a
member of the West Point Parents Club of South Texas, may be designated as
the liaison between the Parents Club and the WPSST Board of Directors and
attend all of the WPSST Board meetings in that capacity (See Note 1 at end
of document).
ARTICLE II - DUES
Section 2.1 - The Board of Directors will set Regular and
Associate Membership.
Section 2.2 - The fiscal year begins on January 1st and
ends on December 31st. Annual dues for the coming fiscal year are payable
in advance.
Section 2.3 - Contributions are welcome from all members
and are considered tax deductible.
Section 2.4 - There shall be no initiation or transfer
dues.
ARTICLE III - GOVERNMENT AND ORGANIZATION
A. BOARD OF DIRECTORS
Section 3.1 - REGULAR BOARD MEMBERS - The government of the
Society shall be confided in an executive body consisting of no fewer than
twelve (12) and no more than fifteen (15) of its Regular Members, known as
the Board of Directors, hereinafter referred to as the Board. The Board
shall manage the affairs of the Society.
Section 3.2 - TERM OF OFFICE - Board members shall be
elected for a term of three (3) years, one-third being elected each year
at the Annual Organization Meeting of the Society by a majority vote
of a quorum of Regular members of the Society.
Section 3.3 - NOMINATION - Each year, the Board shall
constitute a committee to nominate candidates for the coming vacancies.
Section 3.4 - AUTOMATIC EXTENSION OF TERM - In event of
failure to elect four or five members at the Annual Organization
Meeting, through failure to reach a quorum or for any other reason, the
terms of the four or five retiring Board members shall be extended
automatically until such time as new members can be properly elected. The
terms of such new members, whenever elected, shall expire at the time they
would ordinarily expire, had they been elected at the proper meeting.
Section 3.5 - FILLING INTERIM VACANCIES - Any vacancy
occurring during the business year shall be filled by a new member to be
selected by a quorum of the Board from among the Regular Members of the
Society. Such new member shall fill the unexpired term of his
predecessor.
Section 3.6 - BOARD MEETINGS AND ATTENDANCE
(1) Meetings of the Board will be held at any time
upon call of the President, the Secretary, or any other two members of
the Board. (See also Section 3.9 "ELECTION MEETING.")
(2) A quorum shall consist of a majority of the entire
membership of the Board.
(3) Board Members are expected to attend
published, scheduled board meetings. Occasional absenses are anticipated,
however, board members who miss three consecutive meetings without
prior notification of the President of the Board, shall be considered to
have resigned from the Board. Exceptions will be handled on a case
by case basis. Vacancies shall be filled IAW Section 3.5.
Section 3.7 - SOCIETY MEMBERSHIP
(1) The Board shall have power to elect Honorary and
Associate members.
(2) The Board shall have power to admit and expel
members by vote.
(3) Any action of the Board on membership requires a
quorum and an affirmative vote of all present or all but one of those
present to:
(a) Elect an Honorary Member.
(b) Admit an Associate Member.
(c) Expel any member.
(4) The Board shall have the power to take such action
as the circumstances may require in case a Regular or Associate Member
fails to pay his dues.
B. ELECTED OFFICERS OF THE SOCIETY
Section 3.8 - ELECTED OFFICERS DEFINED - The elected
officers of the Society shall be a President, a Vice President, a
Vice President for Membership, a Secretary, a Treasurer, and
a Public Relations Officer. Each shall serve for a term of one year.
Section 3.9 - ELECTION MEETING - The elected officers of
the Society shall be elected by the Board usually from among their own
members at a special meeting to be held within ten (10) days after the
Annual Organization Meeting of the Society.
Section 3.10 - FILLING INTERIM VACANCIES - Any vacancy
occurring during the year shall be filled by electing a new officer to
serve the unexpired term created by such vacancy. This election shall
take place at a meeting of the Board soon after the vacancy occurs.
Section 3.11 - The President shall preside at all meetings
of the Society and of the Board of Directors.
Section 3.12 - The Vice President shall preside during the
absence of the President.
Section 3.13 - The Vice President for Membership shall
keep the database of the members of the West Point Society of South Texas
in an up to date manner and provide required information on the members
to members of the Board of Directors, as required, and to individual members
of the general membership if approved by the majority of the Board on a
case by case basis.
Section 3.14 - The Secretary shall keep Minutes of the
meetings of the Society and of the Board of Directors, maintain a roster
of members, and under the direction of the Board, notify members of
matters affecting the affairs of the Society. The President shall inspect
the Book of Minutes and any other pertinent records maintained by the
Secretary at least once every six months to assure their accuracy; and he
shall sign a statement to that effect, to be inserted in the Book of
Minutes.
Section 3.15 - THE TREASURER
(1) The Treasurer shall have charge of the funds of
the Society and shall make an annual financial status report at the Annual
Organization Meeting of the Society. The President shall designate two
members of the Board, other than the Treasurer, to audit the accounts of
the Treasurer between December 31st and the Annual Organization Meeting.
The Auditors shall report their findings at the Annual Organization
Meeting.
(2) The Treasurer shall bill the membership for
annual dues during the month of January.
Section 3.16 - THE PUBLIC RELATIONS OFFICER
(1) The Public Relations Officer shall be
responsible for all public relations functions of the Society, to include
arrangements to carry out the program of the National Public Relations
Committee of West Point Societies.
(2) The Public Relations Officer shall maintain, for
the use of the officers and members of the Society, a library of current
information about West Point. This library will consist of the U.S.
Military Academy's INDEX OF CURRENT INFORMATION, with pertinent book,
documents and articles indexed therein, plus other standard reference
materials on West Point.
(3) The Public Relations Officer shall circulate, or
otherwise make available to the members, current information about West
Point as it is received.
(4) The Public Relations Officer shall arrange program
features designed to keep the members currently informed concerning West
Point. He shall coordinate with the Chairman of the Committee on
Arrangements and Programs in order to have these features incorporated in
the programs at appropriate times.
C. APPOINTED OFFICERS OF THE SOCIETY
Section 3.17 - APPOINTED OFFICERS - The appointed officers
of the Society shall be a :
(1) Chairman of the Committee on Arrangements and
Programs
(2) Chairman of the Committee on Admissions
(3) Chairman of the Committee on Plans and Policies
(4) Such other chairmen as the Board may determine
are necessary to conduct the business of the Society.
Section 3.18 - CHAIRMAN OF THE COMMITTEE ON ARRANGEMENTS
AND PROGRAMS
(1) The Chairman of the Committee on Arrangements
and Programs shall be a Regular Member of the Society. The President,
subject to the approval of the Board, shall appoint him/her. He/she shall
serve for a term of one year, unless sooner relieved. A vacancy in this
office at any time shall be filled by appointment, under the terms and
conditions specified above.
(2) The Chairman of the Committee on Arrangements
and Programs shall be responsible for arranging for all meetings and
programs.
Section 3.19 - CHAIRMAN OF THE ADMISSIONS COMMITTEE
(1) The Chairman of the Committee on Admissions
shall be a Regular or Associate Member of the Society. The President,
subject to the approval of the Board, shall appoint him/her. He/she
shall serve for a period of three (3) years unless sooner relieved. A
vacancy in this office at any time may be filled by appointment under
the terms and conditions outlined above.
(2) The Chairman of the Committee on Admissions
shall be responsible for identifying and encouraging outstanding candidates
for West Point and assisting them in obtaining admission.
Section 3.20 - CHAIRMAN OF THE PLANS AND POLICIES
COMMITTEE
(1) The Chairman of the Committee on Plans and
Policies shall be a Regular Member of the Society. The President, subject
to the approval of the Board, shall appoint him/her. He/she shall
serve for a period of two (2) years unless sooner relieved. A vacancy in
this office at any time may be filled by appointment under the terms and
conditions outlined above.
(2) The Chairman of the Committee on Plans and
Policies shall be responsible for planning, organizing and implementing,
subject to approval by the Board, activities designed to support the
basic objectives of the Society.
D. STANDING COMMITTEES
Section 3.21 - ARRANGEMENTS AND PROGRAMS COMMITTEE
(1) There shall be a Committee on Arrangements and
Programs to consist of such number of members as the Board may determine.
The individual members shall be nominated to the President by the
Chairman of the Committee on Arrangements and Programs, and shall be
appointed by the President, subject to approval by the Board.
(2) The Committee on Arrangements and Programs, under
the direction of the Chairman, shall be responsible to arrange and
supervise the conduct of meetings and programs, to include reservation of
dining rooms or meeting places, the selection of a reception committee,
liaison with the Secretary and Treasurer in the matter of advance notices
and the rendering of bills, and liaison with the Public Relations Officer
in the matter of program features designed to keep the membership
correctly informed about West Point.
Section 3.22 - ADMISSIONS COMMITTEE
(1) There shall be a Committee on Admissions to
consist of such numbers as the Board may determine. Individual members
will be nominated by the Chairman and appointed by the President subject
to approval by the Board.
(2) The Committee on Admissions, under direction of
the Chairman, shall:
(a) Develop and encourage outstanding candidates
for West Point and assist them to obtain admission.
(b) Coordinate activities with the Director of
Admissions at USMA.
Section 3.23 - PLANS AND POLICIES COMMITTEE
(1) There shall be a Committee on Plans and Policies
to consist of such number as the Board may determine. Individual members
will be nominated by the Chairman and appointed by the President, subject
to approval by the Board.
(2) The Committee on Plans and Policies under the
direction of the Chairman, shall be responsible for planning, organizing
and implementing. subject to approval by the Board, activities designed
to achieve the stated purposes of the Society.
ARTICLE IV - SOCIETY MEETINGS
A. SCHEDULE OF MEETINGS
Section 4.1 - ANNUAL ORGANIZATION MEETING - The Annual
Organization Meeting for election to the Board of Directors and other
business as prescribed in the By-Laws, will be held annually not later
than the 15th of February. A special meeting of the Board will be held
within ten (10) days after the Annual Organization Meeting. (See Section
3.9.)
Section 4.2 - FOUNDERS DAY DINNER - A dinner in celebration
of the founding of the Military Academy on March 16, 1802, will be held
annually in March. All graduates, whether members or non-members of this
Society, are welcome to participate at this dinner.
Section 4.3 - OTHER MEETINGS - Meetings or luncheons
of the Society may be called by the President or upon the written request of
ten (10) Regular Members. At least ten (10) days notice thereof shall be
given. The order of business will be dictated by the purpose of the meeting,
but will conform, in general, with Section 4.6.
Section 4.4 - A quorum at any meeting of the Society except the
Annual Organizational Meeting shall consist of five percent (5%) of the
Regular Membership. A quorum for the Annual Organizational Meeting
shall consist of fifteen percent (15%) of the Regular Membership,
including proxies.
B. ORDER OF BUSINESS AT MEETINGS OF THE REGULAR MEMBERS
Section 4.5 - At the Annual Organization Meeting, the order
of business shall be as follows:
(1) Reading of the Minutes of the previous meeting,
and vote for adoption.
(2) Financial Report.
(3) Report of Public Relations Officer.
(4) Reports of other officers.
(5) Unfinished business.
(6) New business.
(7) Election of members to the Board of Directors.
(8) Program as arranged by the Chairman of the
Committee on Arrangements and Programs.
(9) Adjournment.
ARTICLE V - AMENDMENTS
Section 5.1 - Amendments to, or changes in, or repeal of
the ByLaws of the Society may be made at the Annual Organizational
Meeting of the Society by a two-thirds vote of the members either
present or by proxy. Such proposed amendments orchanges
shall be considered only when the Secretary shall have distributed
copies of the same to the members at least fifteen (15) days before
the meeting.
ARTICLE VI - PROXY VOTE
Section 6.1 - The regular members of the Society shall be
provided the opportunity to cast a proxy vote for the new board members
and amendments to the bylaws. Proxies will be distributed to each Regular
Member at least thirty (30) days prior to the scheduled vote. To be valid,
proxies will be received by the Secretary of the Board and to be in his
possession before the specially scheduled meeting is called to order. All
proxies will be limited to the issues on the ballot, the recommended changes
to the bylaws and to the ballot's listed candidates for office. Changes to
any portion of the ballot or write-ins or assignment of the proxy to members
of the Board of Directors is prohibited. In the event that more candidates
are listed than there are positions on the Board of Directors, Regular
Members will be directed to list their preference in ascending order starting
with the number one (1) as the most preferred candidate to the last practical
number for the least preferred candidate. All other issues or amendments
will be voted either FOR or AGAINST as stated on the ballot.
Section 6.2 - The proxy ballot will be printed to contain a
space for the signature of the Regular Member and is to be returned in a
sealed, specially recognizable, self address envelope to the Secretary of the
Board. The proxy will be opened and certified to be valid at the same time
the vote is taken at the announced scheduled meeting. The Secretary and a
Teller appointed by the President of the Board from the General Membership
will count the votes and proxy ballots. They will announce the proxy ballot
count after the votes of those members present are announced.
Section 6.3 – A member of the Board of Directors who is not able
to attend the monthly meeting, for legitimate reasons, may provide his proxy to
another member of the Board to vote in his/her absence (See Note 1 at end of
document).
______________________
Note 1. Italicized and underlined phrases approved by membership vote at
2009 General Membership Meeting. See Secretary for meeting minutes.
Last Update: March 6, 2009
WPSST: Dan Coonan,
Webmaster (dcoonan3@idworld.net)