Bylaws

RESTATEMENT OF BYLAWS OF

U.S.S. AJAX REUNION ASSOCIATION

Article I

Offices, Association Seal

Section 1.01. Registered Office. The registered office of this association shall be as set forth in the Articles of Incorporation of this association, or in the most recent amendment or restatement of such Articles of Incorporation, or in the certificate of change of registered office filed with the Minnesota Secretary of State reflecting the adoption of a resolution by the Board of Directors of this association changing the registered office.

Section 1.02. Other Offices. This association may have such other offices, within or without the State of Minnesota, as the Board of Directors may from time to time determine.

Section 1.03. Association Seal. This association shall have an association seal, which shall be the original Ajax logo.

Article II

Purpose

                Section 2.01.     The U.S.S. Ajax Reunion Association’s purpose is to provide social and recreational activities for its members.

Article III

Members; Meetings and Property Rights

Section 3.01. One Class of Members. This association shall have one class of members.

Section 3.02. Membership: Admission. Only persons who were crew members of the U.S.S. Ajax AR-6 shall be eligible to become members of this association. A person may not be admitted as a member without the person’s express or implied consent. For purposes of this subdivision, consent includes, but is not limited to, payment of dues, attendance at a reunion or annual meeting, voluntary contribution to the association, written request for or affirmative acceptance of inclusion on the membership mailing list, acceptance of membership benefits knowing that the benefits are available only to members, or taking some other affirmative action that confers membership benefits.

Section 3.03. Rights of Members. Members are entitled to vote and have equal rights and preferences. The term of membership shall be the calendar year beginning January 1.

Section 3.04. Certificate of Membership. This association shall issue a card to each member showing his or her membership in the association.

Section 3.05. Transfer of Membership. A member of this association may not transfer his or her membership nor any right arising from it, except as specifically provided in these bylaws.

Section 3.06. Liabilities and Obligations of Members.

  1. A member of this association is not, as such, personally liable for the acts, debts, liabilities, or obligations of the association.
  2. Dues, assessments or fees.
  • The association may levy dues, assessments or fees upon its members. The initial amount of annual dues shall be $10.00.
  • The directors are authorized to fix the amount of dues, assessments or fees from time to time and determine the methods of collection.

Section 3.07. Resignation. A member may resign at any time. The resignation of a member does not relieve the member from any obligations the member may have to the association for dues, assessments, or fees or charges for goods or services.

Section 3.08. Termination.

  1. A member may not be expelled or suspended, and a membership may not be terminated or suspended, except pursuant to a procedure that is fair and reasonable and is carried out in good faith. This section does not apply to the termination of a membership at the end of a fixed term.
  2. “Fair and reasonable” means that there shall be (a) not less than 15 days’ prior written notice to the member of the proposed expulsion, suspension, or termination, and the reasons for it; and (b) an opportunity for the member to be heard, orally or in writing, not less than five days before the effective date of expulsion, suspension, or termination, by a person authorized to decide that the proposed expulsion, termination, or suspension not take place.
  3. Time limit to challenge. A proceeding challenging an expulsion, suspension, or termination, including a proceeding in which defective notice is alleged, must be begun within one year after the effective date of the expulsion, suspension, or termination.
  4. Member liability. The expulsion, suspension, or termination of a member does not relieve the member from obligations the member may have to the association for dues, assessments, or fees or charges for goods or services.

Section 3.09. Annual meetings.

  1. Frequency. This association shall hold at least one annual meeting of members.
  2. Demand by members. If an annual meeting of voting members has not been held during the preceding 15 months, at least 50 members with voting rights or five percent (5%) of the members with voting rights, whichever is less, may demand an annual meeting of members by written notice of demand given to the president or the secretary/treasurer of the association. Within 30 days after receipt of the demand, the board shall cause a meeting of members to be called and held at the expense of the association on notice no later than 90 days after receipt of the demand. If the board fails to cause a meeting to be called and held as required by this subdivision, the members with voting rights making the demand may call the meeting at the expense of the association by giving notice as required by Section 3.10.
  3. Time; place. The time and place of the annual meeting shall be determined by a vote of the membership. If the members fail to vote on the time and place of the annual meeting, the directors shall determine them.
  4. Elections; business. At an annual meeting of members:
  • there must be an election of successors for directors whose terms have expired or whose terms expire at an annual meeting;
  • there must be a report on the activities and financial condition of the association; and
  • the members shall consider and act upon other matters as may be raised consistent with the notice of meeting requirements.

5.         Effect of failure to hold meeting. The failure to hold a meeting in accordance with an association’s articles or bylaws does not affect the validity of an association action.

Section 3.10. Notice requirements.

  1. To whom given. Notice of meetings of members must be given to every person who is a voting member as of the record date determined under Section 3.11.
  2. When given; contents. Notice must be given at least thirty (30) days before the date of the meeting, and not more than sixty (60) days before the date of the meeting. The notice must contain the date, time, and place of the meeting, and other information required by these bylaws.

3.        Waiver of notice; objections. A member may waive notice of a meeting of members. A waiver of notice by a member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a meeting is a waiver of notice of that meeting, unless the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.

Section 3.11. Record Date, Determination. Sixty (60) days before the date of a meeting of members shall be the date for the determination of the members entitled to notice of and entitled to vote at the meeting. Only persons who are voting members on that date are entitled to notice of and permitted to vote at that meeting of members.

Section 3.12. Members list for meeting.

Preparation. After fixing a record date for notice of and voting at a meeting, the association shall prepare a list of the names of its members who are entitled to notice and to vote. The list must show the address and number of votes each member is entitled to vote at the meeting.

  1. Inspection. The list of members must be available for inspection by a member with voting rights for the purpose of communication with other members concerning the meeting, beginning two business days after the meeting notice is given and continuing through the meeting, at the association’s registered office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. The list also must be available at the meeting. A member, a member’s agent, or attorney is entitled on written demand to inspect and to copy the list, at a reasonable time and at the member’s expense, during the period it is available for inspection and at any time during the meeting or an adjournment.
  2. Effect of failure to comply. Unless a written demand to inspect and copy a membership list has been made under subdivision 3 before the membership meeting and the association improperly refuses to comply with the demand, refusal or failure to comply with this section does not affect the validity of action taken at the meeting.
  3. Improper use prohibited. A member, agent, or attorney who gains access to a membership list under this section may not use or give to another for use, the membership list for any purpose other than a proper purpose. Upon application of the association, the district court may issue a protective order or order other relief necessary to enforce this subdivision.

Section 3.13. Right to vote.

Each member with voting rights is entitled to one vote on each matter voted on by the members.

Section 3.14. Act of the members.

  1. General. If a quorum is present, or if a quorum has been present at a meeting, the affirmative vote of the majority of the members with voting rights present and entitled to vote, which must also be a majority of the required quorum, is the act of the members.
  2. Methods. Members may take action at a meeting by voice or ballot, by unanimous action without a meeting under Section 3.15, or by written ballot under Section 3.16.

Section 3.15. Unanimous action without a meeting.

An action required or permitted to be taken at a meeting of the members may be taken without a meeting by written action signed by all of the members entitled to vote on that action. The written action is effective when it has been signed by all such members, unless a different effective time is provided in the written action. When a certificate concerning an action is required by statue to be filed with the secretary of state, the officers signing the certificate must indicate that the action was taken under the applicable section of the statute.

Section 3.16. Action by written ballot.

  1. Except as provided in paragraph (5) an action that may be taken at a regular or special meeting of members may be taken without a meeting if the association mails or delivers a written ballot to every member entitled to vote on the matter.
  2. A written ballot must:
  • set forth each proposed action; and
  • provide an opportunity to vote for or against each proposed action.

3.         Approval by written ballot under this section is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

4.        Solicitations for votes by written ballot must:

  • indicate the number of responses needed to meet the quorum requirements;
  • state the percentage of approvals necessary to approve each matter other than election of directors; and
  • specify the time by which a ballot must be received by the association in order to be counted.

5.        Except as otherwise provided in the articles or bylaws, a written ballot may not be revoked.

Section 3.17. Quorum.

  1. Number required. A quorum for a meeting of members is five percent (5%) of the members entitled to vote at a meeting, or 50 members, whichever is less.
  2. Action.
  • Except as provided in paragraph (b), a quorum is necessary for the transaction of business at a meeting of members. If a quorum is not present, a meeting may be adjourned from time to time for that reason.
  • If a quorum has been present at a meeting and members have withdrawn from the meeting so that less than a quorum remains, the members still present may continue to transact business until adjournment.

Section 3.18. Proxies. Proxy voting shall not be allowed.

Section 3.19. Property rights. No member shall have any right, title, or interest in or to any property of this association.

Section 3.20. Dissolution. In the event of dissolution of this association, all or part of the assets shall first be used to pay any outstanding debts or liabilities of the association. Remaining assets shall then be distributed to any active, non-profit organization or organizations as selected by the Board of Directors. Any organization or organizations shall be such as to be organized and operated exclusively for charitable, educational or scientific purposes, and shall at the time qualify as an exempt organization or organizations under section 501 (c) (3) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Internal Revenue Law) as the Board of Directors shall determine.

ARTICLE IV

BOARD OF DIRECTORS

Section 4.01. General Powers. The property, affairs, and business of this association shall be managed by the Board of Directors.

Section 4.02. Number, Qualifications and Term of Office. The number of directors shall be eight. Each director shall be a natural person, eighteen (18) years of age or older, and each such director shall hold office for a period of approximately three years until his or her successor shall have been elected at the annual meeting held in the year that the director’s three-year term expires or until his or her death, resignation, or removal as hereinafter provided.

Section 4.03. Duties. The general duties of the Board of Directors are to manage and supervise the association in furtherance of the purpose stated in the Articles of Incorporation. Included within the Board’s general duties to manage and supervise the association are duties to:

  1. Maintain complete and accurate minutes and financial records;
  2. Select, supervise and remove executive personnel;
  3. Fix compensation and benefits;
  4. Select successor directors;
  5. Make administrative policy decision: level of staff, public relations, labor relations, etc.
  6. Make program decisions and ensure the implementation of the organization’s purpose;
  7. Adopt amendments to the Articles of Incorporation and Bylaws as deemed necessary;
  8. Make financial and investment decisions.

Section 4.04. Organization. At each meeting of the Board of Directors, the President of this association, or in the absence of the President, the Vice-President, or in absence of both President and Vice-President, an Acting Chairperson chosen by a majority of the directors present, shall preside. The Secretary/Treasurer of this association, or in his or her absence, any person whom the presiding officer shall appoint, shall act as Secretary/Treasurer of the meeting.

Section 4.05. Resignation. Any director of this association may resign at any time by giving written notice to the President and to the Secretary/Treasurer of this association. The resignation shall take effect at the time, if any, specified therein or , if no time is specified therein, upon receipt thereof by the designated officers of this association to who such written notice is given, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 4.06. Vacancies. Any vacancy in the Board of Directors caused by death, resignation, removal, an increase in the number of directorships, or any other cause, shall be filled by majority vote of the remaining Directors at a special meeting go the Board if the resignation takes effect sixty (60) days or more prior to the next regularly scheduled meeting of the Board of Directors. Each director chosen to fill a vacancy shall hold office until the next annual meeting at which election of directors takes place and until his or her successor shall be duly elected and qualified, unless sooner displaced by death, resignation or removal.

Section 4.07. Place of Meetings. The Board of Directors may hold its meetings at such place or places, within or without the State of Minnesota, as it may from time to time determine.

Section 4.08. Annual Meetings: Notice. The Board of Directors shall hold each year an annual meeting, normally at approximately the same time as the annual meeting of members. By vote of the Board of Directors, the annual meeting may be postponed but in no event shall it be postponed beyond December 31 of that year.

  1. At the annual meeting, the directors shall formally review the activities of the association for the past year and proposed policies and plans for the coming year. In addition, the Board will transact such other business as shall come before the meeting.
  2. During the annual meeting to be held in a year when director terms expire, after the members have elected successors for directors or re-elected directors, the directors shall elect Board officers.
  3. Notice of each annual meeting shall be mailed to each director addressed to him or her at his or her residence or usual place of business, postmarked at least fifteen (15) days before the day on which the meeting is to be held. Each such notice shall state the time, place, and agenda of such meeting. Such notices shall be considered effective when mailed.

Section 4.09. Regular Meetings; Notice. Regular meetings of the Board of Directors shall be held periodically at such intervals as the Board of Directors may from time to time determine to be necessary or appropriate to attend to the general affairs of this association.

Notice of each such meeting shall be mailed to each director, addressed to him or her at his or her residence or usual place of business at least ten (10) days before the day on which the meeting is to be held. Each such notice shall state the time and place of the meeting and shall include a proposed agenda for the meeting. Such notices shall be deemed effective when mailed.

Section 4.10. Special Meetings; Notice. Special meetings of the Board of Directors shall be held whenever called by the President or by any three (3) of the directors. Notice of such a special meeting shall be mailed to each director, addressed to him or her at his or her residence or usual place of business at least five (5) days before the day on which the meeting is to be held. Each such notice shall state the time and place of the meeting and shall include a proposed agenda for the meeting. Such notices shall be deemed effective when mailed.

Section 4.11. Notices Excused. Notices of any meeting of the Board of Directors need not be given to any director who is at such meeting; and any meeting of the Board of Directors shall be a legal meeting without notice thereof having been given if all of the directors of this association the in office shall be present thereat or waive such notice in writing before, at, or after such meeting.

Section 4.12. Quorum and Manner of Acting. A majority of the total number of directors but no fewer than two (2) shall be required to constitute a quorum for the transaction of business at any meeting, and the act of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the directors present may adjourn any meeting from time to time until a quorum be had.

Section 4.13. Removal of Directors. Any director may be removed, either with or without cause, at any time, by a vote of all of the remaining directors, at a special meeting of the Board of Directors called for the purpose; provided, however, that any director whose removal is to be considered at any such meeting shall be given not less than ten (10) days prior written notice of the meeting and shall be afforded an opportunity to appear and be heard at such meeting. The vacancy in the Board of Directors caused by any such removal shall be filled in the manner specified in Section 4.06.

Section 4.14. Compensation. The directors may be paid such reasonable compensation for their services rendered to this association as directors and may be reimbursed for such reasonable expenses necessarily incurred by them in rendering such services as the Board of Directors may from time to time determine to be directly in furtherance of the purpose of, and in the best interests of, this association.

Section 4.15. Proxies. Proxies shall not be allowed or used.

Section 4.16. Authorization without a meeting. Any action that may be taken at a meeting of the Board of Directors may be taken without a meeting when authorized in writing signed by all of the directors, except that a director may not be removed by action in writing signed by all of the remaining directors, pursuant to Section 4.13.

ARTICLE V

OFFICERS

Section 5.01. Number. The officers of this association shall be a President, a Vice-President, and a Secretary/Treasurer, and such other officers as may be elected by the Board of Directors. Any two (2) offices may be held by the same person.

Section 5.02. Election. Term of Office, and Qualification. All officers shall be elected by the Board of Directors for terms of three (3) years at the annual meeting held in the year in which the previous terms expire. Each officer shall hold office until the next election of officers and until his or her successor shall have been elected and shall qualify or until his or her death, resignation or removal as hereinafter provided. The President shall be elected from among the directors of this association, but no other officers need be a director of this association.

Section 5.03. Resignations. Any officer may resign at any time by giving written notice of his or her resignation to the Board of Directors or to the President of this association. The resignation shall take effect at the time, if any, specified there or, if no time is specified therein, upon receipt thereof by the officers of this association to who such written notice is given; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5.04. Removal. Any officer may be removed, either with or without cause, by a vote of a majority of the total number of Directors, at any annual or special meeting called for the purpose, and any such purpose shall be stated in the notice or waiver of notice of such meeting unless all the directors of this association shall be present thereat; provided, however, that any office whose removal is to be considered at any such meeting shall be given not less than five (5) days’ prior written notice of the meeting and the proposal to remove the officer and shall be offered an opportunity to appear and be heard at such meeting.

Section 5.05. Vacancies. A vacancy in any office because of death, resignation, removal or other cause shall be filled for the unexpired portion of the term by the Board.

Section 5.06. President. The President shall, when present, preside at all meetings of the Board of Directors and shall have any such other rights, powers, duties, and responsibilities as may from time to time be specifically prescribed by the Board of Directors.

Section 5.07. Vice-President. The Vice-President shall preside at all meetings of the Board of Directors when the President is absent or and shall have any such other rights, powers, duties, and responsibilities as may from time to time be specifically prescribed by the Board of Directors.

Section 5.08. Secretary/ Treasurer. The Secretary/Treasurer shall record proceedings of meetings of the Board of Directors and proceedings of meetings of the Executive Committee; shall at all times keep on file a complete copy of the Articles of Incorporation and all amendments and restatements thereof, shall when directed to do so, give proper notice of meetings of the Board of Directors and meetings of the Executive Committee.   The Secretary/Treasurer shall keep accurate accounts of all monies of this association received or disbursed; shall deposit all monies, drafts and checks in the name of, and to the credit of, this association in such banks and depositories as a majority of the Board of Directors shall from time to time designate; shall have power to endorse for deposit all notes, checks and drafts received by this association; shall disburse the funds of the association as ordered by the Board of Directors, making proper vouchers therefor; shall render to the President and directors, whenever required, an account of all his or her transactions as Secretary/Treasurer and of the financial condition of the association; shall perform such other duties as may be from time to time prescribed by the Board of Directors or by the President; and, in general, shall perform all duties usually incident to the office of the Secretary/Treasurer. In the absence of the Secretary/Treasurer, the Board of Directors shall appoint an Acting Secretary/Treasurer who shall perform all the duties of the Secretary/Treasurer and have all the authority of the Secretary/Treasurer.

Section 5.09. Other Officers. Agents, and Employees. This association may have such other officers, agents, and employees as may be deemed necessary by the Board of Directors. Such other officers shall be elected and such other agents and employees shall be appointed in such manner, have such operational and administrative duties, and hold their offices for such terms as may be determined by resolution of the Board of Directors.

Section 5.10. Compensation. The officers, agents, and employees of this association may be paid reasonable compensation for their services rendered to the association and may be reimbursed for reasonable expenses necessarily incurred by them in rendering such services as the Board of Directors may from time to time determine to be directly in furtherance of the purposes of, and in the best interests of, this association.

Section 5.11. Bond. The Board of Directors of this association shall from time to time determine which, if any, officers, agents, or employees of this association shall be bonded and the amount of such bond.

ARTICLE VI

OTHER COMMITTEES

The Board of Directors may act by and through such other committees, whether designated as a “Board of Advisors” or “Committees” or “Task Forces”, or otherwise, as may be deemed necessary by the Board of Directors and be established by the affirmative vote of a majority of the total number of directors. Each such committee shall have a membership, duties and responsibilities as are, from time to time, determined by the Board of Directors and shall at all times be subject to the direction and control of the Board of Directors.

ARTICLE VII

FINANCIAL MATTERS

Section 7.01. Books and Records. The Board of Directors of this association shall cause to be kept:

  1. records of all the proceedings of the Board of Directors; and
  2. such other records and books of account as shall be necessary and appropriate to the conduct of the association business.

Section 7.02. Documents Kept at Registered Office. The Board of Directors shall cause to be kept at the registered office of this association originals or copies of:

  1. records of all proceedings of the Board of Directors;
  2. all financial statements of the association;
  3. Articles of Incorporation and Bylaws of this association and all amendments and restatements thereof.

Section 7.03. Accounting System and Audit. The Board of Directors shall cause to be established and maintained, in accordance with generally accepted accounting principles applied on a consistent basis, an appropriate accounting system for this association. The Board of Directors shall cause the records and books of account of this association to be audited, either by an independent certified public accounting firm or otherwise as the directors may determine, at such times as it may deem necessary or appropriate and may retain such person or firm for such purpose as it may deem appropriate.

Section 7.04. Fiscal Year. The fiscal year of the association shall be the calendar year.

Section 7.05. Contracts. Checks. Drafts, and Other Matters. All deeds, mortgages, bonds, or other instruments pertaining to the business of this association, and all checks, drafts, or orders for payment of money and all notes, bonds, or other evidences of indebtedness issued in the name of the association shall be signed by such officers, agent or agents, employee or employees of this association and in such manner as may from time to time be determined by resolution of the Board of Directors, or, in the absence of such resolution, by the officer or officers so authorized by the Bylaws.

ARTICLE VIII

WAIVER OF NOTICE

Whenever any notice whatsoever is required to be given by these Bylaws or by any of the corporate laws of the State of Minnesota, such notice may be waived in writing, signed by the person or persons entitled to receive such notice, whether before, at, or after the time stated therein or before, at, or after the meeting.

ARTICLE IX

AMENDMENTS

The Board of Directors may amend this association’s Articles of Incorporation, as from time to time amended or restated, and these Bylaws, as from time to time amended or restate, to include or omit any provision which could lawfully be included or omitted at the time such amendment or restatement is adopted. Any number of amendments, or entire revision or restatement of the Articles of Incorporation or Bylaws, either (1) may be submitted and voted on at a meeting of the Board of Directors and be adopted at such a meeting, a quorum being present, upon receiving the affirmative vote of not less than two-thirds (2/3) of the directors of this association who are present and entitled to vote at such a meeting, or (2) may be adopted, in accordance with Section 4.16 hereof, by writing signed by all of the directors of this association.

ARTICLE X

AUXILIARY

This association shall have an auxiliary association to be called the U.S.S. AJAX REUNION AUXILIARY ASSOCIATION, whose members shall be comprised of spouses or relatives within two degrees of kinship (grandparent, brother, sister, grandchild representing the most distant allowable relationship) of members of this association or widows or widowers of crew members of the U.S.S. Ajax. The auxiliary association shall have duties and responsibilities as are, from time to time, determined by the association’s Board of Directors and shall at all times be subject to the direction and control of the Board of Directors.

CERTIFICATION

I do hereby certify, as a principal officer of U.S.S. AJAX REUNION ASSOCIATION that this document consisting of fourteen (14) pages, including this page, entitled BYLAWS OF U.S.S. AJAX REUNION ASSOCIATION is in fact a correct copy of the duly adopted bylaws for U.S.S. AJAX REUNION ASSOCIATION.

Dated:___________                                                                        __

Thomas Judge,

President

U.S.S. AJAX REUNION ASSOCIATION