BY-LAWS OF THE WEST POINT SOCIETY OF LOS ANGELES

 ARTICLE I – NAME

 The name of this Organization shall be the West Point Society of Los Angeles (WPSLA).

 ARTICLE II – PURPOSE

The Society shall be a nonprofit organization dedicated to furthering the principles and welfare of the United States Military Academy and its graduates. 

ARTICLE III – MEMBERSHIP 

3.1.      Classifications. There shall be four classifications of membership: Regular, Honorary, Associate, and Special. 

3.1.a    Regular Membership. Any graduate of the United States Military Academy and any former cadet honorably discharged from the United States Military Academy serving at least until the close of the academic half-year immediately following his or her admission, shall be eligible for regular membership. 

3.1.b.   Honorary Membership. Honorary members shall consist of individuals of distinction elected unanimously by the Board of Governors because of noteworthy service to the country or to the United States Military Academy. Surviving spouses of deceased graduates are automatically Honorary Members. Honorary Members shall not pay dues. 

3.1.c.   Associate Membership. Individuals in the following capacities are eligible for Associate Membership. Associate members shall not pay dues. 

·        Parents of a cadet.

·        Parents of regular members.

·        Senators or Member of Congress.

·        Political, education, labor, media, and other community leaders

·        Individuals appointed by the USMA Admissions Office as District Representative, Liaison Officer, Admissions Representative or any other title bestowed on him or her by that office. 

3.1.d.   Special Membership. Individuals in the following capacities are eligible for Special Membership. Special Members shall not pay dues. 

·        Cadets from the Southern California area.

·        Other cadets who distinguish themselves by service to the United States Military Academy and who are in their First Class year at the Academy.

3.2.      Dues. Regular Members shall renew their membership by paying in advance the dues for that year as established by the Board. 

3.3. Voting Rights. Only Regular Members shall have voting rights at general meetings. 

3.4.      Termination of Membership. 

3.4.a.   Any member may resign at any time by giving written notice to the Board. Such resignation shall take effect at the time specified therein. If no time is specified, resignations shall take effect upon receipt. Resignation shall not entitle a member to return of any dues paid by him or her.  

3.4.b.   At a meeting duly called in accordance with the By-laws, a member may be expelled for cause by a two-thirds vote of those present, provided there is a quorum. An expelled member may be reinstated by a vote of majority of a quorum of Regular Members at a meeting duly called in accordance with the By-laws. 

ARTICLE IV – BOARD OF GOVERNORS 

4.1.      Executive body. An executive body of twelve Regular Members, and no more than two Honorary, Associate or Special members, and the immediate Past President, known as the Board of Governors, shall be responsible for the governance and management of the Society. All Board members shall have voting rights on matters brought before 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 Meeting or at a special meeting called for that purpose in accordance with the By-laws. Members of the Board shall serve without pay. However, authorized expenses may be reimbursed. The Board shall have the authority to invest the Society’s treasury in whole or in part in the manner it deems prudent to achieve maximum growth with reasonable safety.  

4.2.      Dissolution. In the event of dissolution of the Society, the Board shall offer all funds and unencumbered property following final receipts and disbursements to the following organizations in such amounts, as the Board shall determine. 

4.2.a.   West Point Fund, United States Military Academy, West Point, 10996.  

4.2.b.   Association of Graduates, United States Military Academy, West Point, NY 10996.  

4.3.      Term of office. Governors shall be elected for a period of four years, one-quarter being elected each year at the Annual Meeting of the Society by a majority vote of those present, provided there is a quorum. In the case of a tie, there shall be a run-off vote between the tied candidates, with balloting continuing until all vacancies have been filled. Board Members are eligible for re-election.  

4.3.a.   Nominating committee. Each year, those Governors serving their third year shall compromise a Nominating Committee, and shall nominate one candidate for each of the out going Governors’ vacancies. Members may make nominations from the floor at the Annual Meeting.  

4.3.b    Vacancies. If a vacancy occurs during the fiscal year, the Board shall fill it by majority vote of those present, provided there is a quorum. The Regular Membership shall ratify this vote at the Annual Meeting. Failure to attend four Board Meetings without justifiable reason shall constitute a tender of resignation.  

4.4.      Meetings. The Board shall hold no less than ten regular meetings a year. Special meetings may be held at any time upon call of the President, the Secretary, or any two members of the Board. At special meetings, business shall be confined to that specified in the call for the meeting.  

4.5.      Quorum. A quorum of the membership shall consist of twenty-five percent of the regular members. A quorum of the Board shall consist of six members.  

4.6.      Duties. The Board shall conduct the business of the Society. In doing so the Board shall employ the standing committees identified in Article VII, and will employ ad-hoc committees, as it deems necessary. The Board shall submit a report of the affairs of the Society with expenditures of the past year and a budget for the next year at the Annual Meeting. It shall report at other times if called upon to do so by ten or more members in writing. 

ARTICLE V – OFFICERS 

5.1.      Officers. The officers of the Society shall be a President, a Vice President, a Secretary, a Treasurer, and such other officer or officers as the Board may from to time determine. The Board shall elect officers at the first meeting after the Annual Meeting of the Society.  

5.2.      Terms of office. Terms of office shall begin at the first Board meeting after the Annual Meeting of the Society and shall continue for two years or until a successor is elected and qualified. Officers may be re-elected.  

5.3.            Duties. 

5.3.a    The President shall preside at meetings and dinners of the Society. He/she shall sign all written contracts and obligations of the Society. He/she shall nominate the chairmen of standing and ad-hoc committees. He/she shall perform such other duties as the Board may assign. Upon election of his/her successor, the immediate past President of the Society shall become an ex-officio member of the Board with full voting rights for a term of two years, unless he/she is elected a member of the Board, in which event that term shall take precedence. 

5.3.b    The Vice President shall have such powers and duties as prescribed by the President and/or the Board, and shall discharge the duties of the President in his/her absence.  

5.3.c.   The Secretary shall be responsible for the following:  

·        Keeping the minutes of the Society and of the Board.

·        Notifying members of the affairs of the Society, as determined by the Board.

·        Preparing correspondence, keeping records, preparing necessary reports. 

5.2.d    The Treasurer shall be the custodian of the funds of the Society and shall responsible for the following:  

·        Disbursing funds to defray expenses authorized by the Board.

·        Reporting the status of funds at each meeting of the Board.

·        Having accounts audited under the direction of the Board in advance of the Annual Meeting and at such other times as Board may direct

·        Presenting the financial report at the Annual Meeting. 

5.2.e    In the event of the temporary absence of the Secretary or Treasurer, another member of the Society appointed by the President shall perform his/her duties. 

ARTICLE VI – MEETINGS 

6.1.      Meetings.         The Annual Meeting of the Society shall be held in conjunction with the United States Military Academy Founders Day, on or near March 16th each year. Special meetings of the Society may be called by the President or upon the written request of ten regular members. The Secretary shall provide members with at least seven days notice of special meetings. If any meeting of the Society does not reach a quorum, another meeting shall be called within 30 days.  

6.2.      Agenda. The order of business at the Annual Meeting shall be as follows:  

·        Call to order and establishment of a quorum.

·        Treasurers Report.

·        Presidents Report

·        Old Business.

·        Report of Nominating Committee and Election.

·        Other New business.

·        Adjournment. 

6.3.      Proxy. Regular members may attend regular meetings and vote either in person or by proxy. 

ARTICLE VII – COMMITTEES 

7.1.      Establishment of Committees. At the organizational meeting of the Board, the President shall appoint chairpersons for standing and ad-hoc committees. Committee chairpersons shall be members of the Board. Committee members may come from the general membership of the Society. 

7.2.      Standing Committees. 

7.2.1    The Financial and Budget Committee shall prepare a financial program for the Society, to include a yearly budget and an investment plan. 

7.2.2.   The Membership Committee shall promote membership in the Society and shall stimulate attendance at all meetings. Every other year, before the Annual Meeting, the Committee shall prepare and distribute a directory of members.  

7.2.3.   The Social Committee shall prepare and administer a program of social and service activities for the coming year. It serves as the Committee for the Annual Meeting (Founders Day). 

7.2.4    The Nominating Committee shall nominate one candidate for each Board vacancy for the election held at the Annual Meeting.  

7.2.5.   The Admissions Committee shall work with the United States Military Academy Admissions Office, Senators and members of Congress and advise and evaluate candidates for admission.  

7.2.6.   The Career Support Committee shall advise and assist members and those eligible for membership regarding career opportunities. 

7.3.      Ad Hoc Committees. Ad-Hoc committees shall have such duties as established by the Board.

ARTICLE VIII – DUES 

The Board shall assess annual dues to defray expenses incurred in the conduct of the affairs of the Society. Annual dues are payable in advance. 

ARTICLE IX – AMENDMENTS 

Amendments to these By-Laws may be made at any meeting of the Society by a two-thirds vote of those present, provided there is a quorum. Proposed amendments shall be considered only if the Secretary has distributed copies of the same to the regular members at least seven days prior to the meeting.