Chapter ByLaws - Approved in July 2012
BYLAWS OF THE U.S. NAVAL ACADEMY ALUMNI ASSOCIATION SAN DIEGO CHAPTER, INC. A CALIFORNIA NON-PROFIT CORPORATION
BYLAWS OF THE U.S. NAVAL ACADEMY ALUMNI ASSOCIATION SAN DIEGO CHAPTER, INC. A CALIFORNIA NON‐PROFIT CORPORATION
ARTICLE 1 ‐ NAME AND OBJECTIVES
1.1 Name: The name of the Corporation shall be U.S. NAVAL ACADEMY ALUMNI ASSOCIATION, SAN DIEGO CHAPTER, INC. (and may be referred to herein as "Chapter").
1.2 Objectives: The objectives of the Chapter shall be those set forth in its Articles of Incorporation.
ARTICLE 2 ‐ OFFICES OF THE CHAPTER
2.1 Principal Office: The principal office for the transaction of the activities and affairs of the Chapter ("principal office") is located at San Diego, California. The Board of Directors ("Board") may change the principal office from one location to another. Any change of location of the principal office shall be noted by the Secretary of these Bylaws opposite this section, or this section may be amended to state the new location.
2.2 Other Offices: The Board may at any time establish branch or subordinate offices at any place or places where the Chapter is qualified to conduct its activities.
ARTICLE 3 ‐ PURPOSES AND LIMITATIONS
3.1 General Purpose: This Chapter is a non‐profit public benefit corporation and is not organized for the private gain of any person. It is organized under the Non‐Profit Public Benefit Corporation Law of the State of California.
3.2 Specific Purposes: The Chapter is organized to support the public benefit and to further the following purpose and objectives: To serve and support the United States, the Naval Service, the U.S. Naval Academy and its alumni; By furthering the highest standards of the Naval Academy; By seeking out, informing, encouraging and assisting outstanding, qualified young men and women to pursue careers as officers in the Navy and Marine Corps through the Naval Academy; By initiating and sponsoring activities which will perpetuate the history, traditions, memories and growth of the Naval Academy and bind alumni together in support of the highest ideals of command, citizenship and government.
3.3.1 No substantial part of the activities of the Chapter shall consist of carrying on propaganda or otherwise attempting to influence legislation. This Chapter shall not participate or intervene in any political campaign (including the publication or distribution of statements) on behalf of any candidate for public office.
3.3.2 Further, the Chapter shall be strictly non‐commercial, non‐racial, and non‐sectarian.
3.4 Limitations: The Chapter is organized exclusively for charitable and educational purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code of 1986 and Sections 5000 et seq. of the California Corporations Code. Notwithstanding any other provisions of these Bylaws, this Chapter shall not carry on any other activity not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c) (3) in the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law), or (b) by Corporation contributions which are deductible under Section 170(c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).
ARTICLE 4 ‐ MEMBERS
4.1 Regular Membership: Any person who has been sworn in as a Midshipman for the full and regular course prescribed by the Academic Board for his or her class at the Naval Academy shall be eligible for regular membership in the Chapter. A Member in Good Standing in the Chapter is defined as a Regular Member who meets the forgoing requirements and is current on any dues that may be required by the Chapter. . A Regular Member is eligible to be an Officer or Director of the Chapter.
4.1.1 Lifetime Membership: A member otherwise qualified in paragraph 4.1 who has reached 60 years from his or her class graduation shall be granted Lifetime Membership status in the Chapter. A Lifetime Member is eligible to be an Officer or Director of the Chapter.
4.2 Widows and Widowers Membership: Widows and widowers of Alumni shall automatically be approved for new or continued membership upon the death of his/her spouse and will not be required to pay annual dues. A person holding membership under this section shall not be eligible to be an Officer or Director of the Chapter.
4.3 Associate Membership: Any person having demonstrated active support of the Naval Academy or the Chapter may be sponsored as an Associate Member by a Regular Member. Admission will be subject to approval by the Board of Directors. The number of Associate Members shall not exceed ten percent (10%) of the number of regular members. A person holding membership under this section shall not be eligible to be an Officer or Director of the Chapter.
4.4 Honorary Membership: Individuals who have rendered outstanding and conspicuous service to the Naval Service may be named as an Honorary Member upon approval of the Board of Directors. The number of Honorary Members shall not exceed ten percent (10%) of the number of regular members. A person holding membership under this section shall not be eligible to be an Officer or Director of the Chapter.
4.5 Annual Meeting of Members: There shall be an annual meeting of members in April or May of each year, or at a time that may be determined by the Board of Directors. Notice of the meeting shall be published in the newsletter or sent to the members at least fifteen (15) days before. A quorum for the meeting shall be five percent (5%) of the Members in Good Standing. All Regular Members shall be entitled to vote at the meeting. Widows, Widowers, Associate, and Honorary Members are not entitled to vote.
4.6 Termination of Membership:
4.6.1 Severance of connection with the Naval Service or any other Government Service by reason of moral disqualification or conviction in a court of law for an infamous offense shall be sufficient grounds for the exclusion or expulsion of any person otherwise eligible for membership in the Chapter.
4.6.2 Any member may be suspended or expelled from any category of membership in the Chapter for due cause by a vote of the Board of Directors, or may resign upon submission of his or her resignation in writing to the Secretary. A member may also be suspended for failure to keep dues current.
ARTICLE 5 – BOARD OF DIRECTORS
5.1 Number and Qualifications:
5.1.1 The Board of Directors shall be composed of all Officers identified in Article 6 below and Directors elected as described in this Article.
5.1.2 There shall be twelve Directors, each of whom shall be a member of the Chapter.
5.2 Nomination and Election of Directors:
5.2.1 Approximately one‐third (1/3) of the Directors shall be elected annually by the members. The election shall be held at the annual membership meeting or may be held by mail or electronic ballot. A quorum for the election of directors shall be five percent (5%) of the Members in Good Standing.
5.2.2 The Directors shall be elected from the slate nominated at the annual membership meeting. Any Chapter member present at the annual meeting may nominate one (1) or more qualified candidates for election as a Director.
5.2.3 If the number of candidates exceeds the number of vacancies on the Board of Directors, each candidate shall be given the opportunity to make a short presentation regarding that candidate's qualifications and reasons for seeking election.
5.2.4 Directors and candidates for Directors shall be Members in Good Standing of the Chapter.
5.2.5 Term: Each Director shall hold office for three (3) years or until he or she resigns, or is removed or otherwise disqualified to serve, or a successor is elected, qualified and assumes office. The Directors shall assume office on the first day of the month following their election.
5.3 Powers and Duties: The Board of Directors shall have the power and duty of control and management of the affairs, activities, and policies of the Chapter. Subject to the limitations of the Articles of Incorporation, of the Bylaws, and of the Non‐profit Public Benefit Corporation Law of the State of California as to action to be authorized or approved by members, and subject to the duties of Directors as prescribed by the Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board of Directors. Without limiting the foregoing, the Board of Directors shall have the power to levy dues and assessments, to select and remove all agents, employees and contractors, and to fix reasonable compensation therefor, to authorize and empower Officers or agents to enter into contracts and other commitments on behalf of the Chapter, and to appoint and delegate responsibilities and authority to committees, Officers, and agents.
5.4 Regular Meetings: Regular meetings of the Board of Directors shall be held at such date, time and place as fixed by the Board of Directors. In the absence of such designation, meetings shall be held at the principal office of the Chapter. There shall be at least four (4) regular meetings of the Board of Directors per year.
5.5 Special Meetings: Special meetings of the Board of Directors may be called by the President, or any three (3) members of the Board of Directors. The date, time, place, and purpose of a special meeting shall be designated in the call, and the Secretary shall cause notice of such meeting to be given as specified in the call.
5.6 Electronic Meetings: Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment and via e‐mail or instant messaging. Participation in a meeting through electronic communications equipment shall construe presence in person at such meeting.
5.7 Notice of Meetings: The Secretary shall cause written notice, personally or by regular first class U.S. Mail or electronically, of the date, time, and place of each regular meeting, and the date, time, place, and purpose of each special meeting, to be given to each Director not less than ten (10) days prior to the scheduled meeting date for regular meetings and four (4) days prior to the scheduled date of a special meeting.
5.8 Quorum: The presence in person or via electronic means of one third (⅓) of the members of the Board of Directors as then constituted shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number be required by law or by the Articles of Incorporation. The Directors present at a duly called and held meeting at which a quorum is present may continue to do business until adjournment notwithstanding the withdrawal of enough Directors to leave less than a quorum. No action other than to adjourn shall be taken at a meeting at which a quorum does not exist or shall not have existed.
5.9 Action Without Meeting: Any action required or permitted to be taken by the Board of Directors may be taken without a meeting, if all members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed in the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as unanimous vote of the Directors.
5.10 Waiver of Notice: The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if either before or after the meeting each of the Directors not present signs a written notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents, or approvals shall be filed with and made a part of the minutes of the meeting.
5.11 Adjournment: The majority present at any duly noticed meeting of the Board of Directors may adjourn from time to time, and notice of the time and place of holding an adjourned meeting need not be given an absent Director if the time and place thereof be fixed and announced at the meeting at which the adjournment is taken.
5.12 Attendance by Members: Any member of the Chapter may attend any meeting of the Board of Directors as an observer unless, for good cause show, the Board of Directors votes to exclude that member on the ground that his or her presence at such meeting would materially jeopardize the interests of the Chapter.
5.13 Removal: Subject to the provisions of the Non‐profit Public Benefit Corporation Law of the State of California, elected Directors may be removed in the same manner as elected Officers, as provided in these Bylaws.
5.14 Vacancies: All vacancies in the Board of Directors that occur between annual membership meetings may be filled by candidate nominated to the position and approved by majority vote of the Board.. At the next annual membership meeting, the interim Officers and/or Directors shall be elected to fill the unexpired term of the vacant position(s).
ARTICLE 6 ‐ OFFICERS
6.1 Number and Title: The Officers of the Chapter shall be: President; First Vice President; Second Vice President; Vice President for Membership; Secretary; Chief Financial Officer/Treasurer; Corresponding Secretary; ; National Chapter Trustee; and the Immediate Past President.
6.1.1 The San Diego & Imperial County Blue and Gold Officer Area Coordinator will serve as an “Ex‐ Officio” member of the Board of Directors unless also serving as an elected Officer or Director.
6.2 Nomination and Election:
6.2.1 The elected Officers shall be chosen at the annual membership meeting. The election shall be by a majority vote of the members present at said meeting.
6.2.2 The nomination of the Officers shall be made at the annual meeting of the members by any member in attendance. If more than one (1) candidate is nominated for a particular position, each candidate for that position shall be given the opportunity to make a short presentation regarding the candidate's qualifications and the reasons for seeking election.
6.3 Term of Office: Elected Officers shall assume office on the first day of the month following the annual meeting of members, each year. All elected Officers with the exception of the National Chapter Trustee shall hold office for a two (2) year term or until he or she shall resign or shall be removed or otherwise be disqualified to serve, or until his or her successor is elected, qualified, and assumes office. An appointed Officer shall serve during the term of the President who appointed him or her.
6.4 Removal; Resignation:
6.4.1 Any elected Officer may be removed from office for cause by the members, provided reasonable notice and an opportunity to be heard prior to such removal shall be given to such Officer. The President may remove an appointed Officer at any time with or without cause.
6.4.2 Any Officer may resign at any time by giving written notice to the Board of Directors, or to the President, or to the Secretary of the Chapter. Any such resignation shall take effect at the date of the receipt of such notice, or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
6.5 Vacancies: A vacancy in any elective office because of death, resignation, removal, disqualification, or any other cause shall be filled as described in Article 5.
6.6 Duties of Officers:
6.6.1 President: The President shall be the Chief Executive Officer of the Chapter and shall, subject to the control of the Board of Directors, supervise and control the affairs of the Chpater. The President shall preside at the meetings of the members and of the Board of Directors and shall otherwise exercise the usual functions of a President. The President shall have the power and authority to sign contracts, deeds, and other legal documents on behalf of the Chapter.
6.6.2 First Vice President: The First Vice President shall be the primary assistant to the President and in the President's absence shall assume the duties of the President. The First Vice President shall provide the President with names of prospective luncheon speakers, and shall be responsible for coordinating the overall schedule of events involving the Chapter.
6.6.3 Second Vice President: The Second Vice President shall perform the duties of the President during the absence of the President and First Vice President and shall act as the point of contact with the USNA Parents Club and the USNA Blue and Gold Area Coordinator.
6.6.4 Vice President for Membership: The Vice President for Membership shall be responsible for all membership issues of the Chapter and maintaining a record of each member's name, address and class of membership.
6.6.5 Secretary: The Secretary shall perform the usual duties of a corporate secretary, including, but not limited to, the following: Keeping the original of these Bylaws, as amended or otherwise altered to date; Recording and maintaining written minutes of the meetings of the Board of Directors, Committees and membership, and other pertinent records of the Chapter and shall deliver them to his or her successor; Preparing and preserving correspondence, documents, and records of the Chapter; Maintaining indemnification insurance as required by Article 9 below and other such insurances as the Chapter may require; Signing legal documents on behalf of the Chapter and receiving or transmitting notices if required by contracts or other legal documents Filing local and state reports required for non‐profit organizations;
6.6.6 Chief Financial Officer/Treasurer: The Chief Financial Officer shall perform the usual duties of a Chief Financial Officer, including, but not limited to, the following: Assist in the preparation of and administer Chapter’s annual budget; Maintain adequate and correct books and records of account; Prepare quarterly and year‐to‐date financial reports and the annual report as required by these Bylaws; Receive and deposit all Chapter funds; Prudently invest all idle operational funds and invest other funds as directed by the Board of Directors, Be responsible for federal and state tax reporting compliance.
6.6.7: Corresponding Secretary: The Corresponding Secretary shall keep the National Association apprised of Chapter activities in the form of letters or articles suitable for publication in SHIPMATE (particularly the Chapter News Section), , and shall act as the Chapter Public Affairs Officer and liaise with the National Association as necessary for publicity functions.
6.6.8 Immediate Past President: Shall serve as an advisor to the Board of Directors and assist in liaison with the National Association.
6.6.9 National Chapter Trustee: The National Chapter Trustee shall represent the membership of the Chapter at the National USNA Alumni Association, shall act as the point of contact between the Chapter and the National Association, and shall keep the Chapter informed on all National Association positions and highlights of the trustee meetings. The National Chapter Trustee may be called upon to serve on committees of the National Association.
6.7 Compensation: Officers shall serve without compensation.
ARTICLE 7 ‐ COMMITTEES
7.1 Committees of the Board: The Board, by resolution, may create one or more committees, each consisting of one (1) or more Directors and/or Officers of the Chapter and other members to serve at the pleasure of the Board. The Board may appoint one or more persons as alternate members of any such committee, who may replace any absent member at any meeting. Any such committee's authority shall be limited to providing advice and recommendations to the Board or to act as specifically directed by the Board. Procedural rules governing meetings and members of the Board also govern meetings and minutes of committees of the Board. Each Committee shall have a Chairperson that reports directly to the President and the Board of Directors. Meetings and actions of committees of the Board shall be governed by, held, and taken in accordance with the provisions of these Bylaws concerning meeting and other Board actions, except that the time for regular meetings of such committees and the calling of special meetings of such committees may be determined either by Board resolution or, if there is none, by resolution of the committee of the Board. Minutes of each meeting of any committee of the Board shall be kept and shall be filed with the Chapter records. The Board may adopt rules for the governance of any committee, provided they are consistent with these Bylaws, or, in the absence of rules adopted by the Board, any such committee may adopt such rules. 7.2 Special Committees: Special Committees may be established by the President from time to time as the President deems desirable. The President shall appoint the Chairs of Special Committees and members, who shall serve at the President's pleasure.
ARTICLE 8 ‐ DUES AND FINANCE
8.1 Dues: Dues for membership in the Chapter shall be handled in accordance with the policy established by the Board of Directors. The amount for annual dues payments will be established by the Board of Directors as part of the Chapter’s annual budget.
8.2 Annual Budget: Chapter activities which involve the expected receipt and/ or expenditure of funds shall be governed each fiscal year by the annual budget. The annual budget shall be approved by the Board of Directors no later than October 31 for the budget year beginning January 1 of the following year. The annual budget may be amended from time to time during the budget year by the Board of Directors.. No money shall be authorized to be expended and no contract or obligation incurred of any kind or nature and no authority given to incur any obligation involving the payment of money in the name or on behalf of the Chapter beyond the money actually on hand, appropriated by the Board of Directors and set aside for the purpose. Any member incurring unauthorized expenditures shall be personally liable therefor.
8.3 Disbursements: All disbursements of funds of the Chapter shall be made by an instrument signed by one (1) of the following officers: the President; First Vice President; or the Chief Financial Officer. No disbursements shall be made except as authorized by the budget. Receipts or invoices shall be provided prior to each disbursement.
8.4 Reports: The Treasurer shall prepare and present reports as identified in Article 6 as duties for the position.
8.5 Financial Review: The financial affairs of the Chapter may be reviewed, if the Board of Directors determines that a review is necessary or appropriate. The review shall be conducted by a committee of members or Directors selected for the purpose by the Board of Directors, who shall not be affiliated with or related directly or indirectly to any of the officers designated to disburse funds in Section 8.3 of these Bylaws. Any report of the review shall be attached to and become a part of the Chief Financial Officer's annual report.
8.6 Business Pursuits: The Chapter shall not engage in any business pursuits or otherwise take any action that would jeopardize the exempt status of the Chapter pursuant to federal or state tax laws.
8.7 Fiscal Year: The fiscal year of the Chapter is January 1 through December 31.
8.8 Fidelity Bonds: When deemed necessary by the Board of Directors, all persons designated under Section 8.3 of these Bylaws to disburse funds of the Chapter shall be bonded, in amounts and coverages, and with surety companies approved by the Board of Directors.
ARTICLE 9 ‐ INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
9.1 Right of Indemnity: To the fullest extent permitted by law this Chapter shall indemnify its Directors, Officers, employees and other persons described in Section 5238(a) of the California Corporations Code, including persons formally occupying any such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding" as that term is used in that section, and including an action by or in the right of the Chapter, by reason of the fact that the person is or was a person described in that section. "Expenses", as used in this Bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.
9.2 Insurance: The Chapter shall have the right to purchase and maintain insurance to the full extent permitted by law on behalf of its Officers, Directors, employees and other agents, against any liability asserted against or incurred by any Officer, Director, employee or agent in such capacity or arising out of the Officer's, Director's, employee's or agent's status as such.
ARTICLE 10 ‐RECORDS AND REPORTS
10.1 Maintenance of Chapter Records: The Chapter shall keep:
10.1.1 Adequate and correct books and records of account; and
10.1.2 Written minutes of the proceedings of its members, Board and committees of the Board.
10.2 Membership Records: Subject to Division 2, Part 2, Chapter 13, Article 3 (commencing at Section 6330) of the California Corporations Code and unless the Chapter provides a reasonable alternative as provided below, any member may do either or both of the following for a purpose reasonably related to the member's interest as a member:
10.2.1 Inspect and copy the records of members' names, addresses and voting rights during usual business hours on five (5) days' prior written demand on the Chapter, which demand must state the purpose for which the inspection rights are requested; or
10.2.2 Obtain from the Secretary of the Chapter, on written demand and tender of a reasonable charge, a list of names, addresses, and voting rights of members who are entitled to vote for the election of Officers and Directors as of the most recent record date for which that list has been compiled, or as of the date, after the date of demand, specified by the member. The demand shall state the purpose for which the list is requested. The Secretary shall make this list available to the member on or before the later of ten (10) days after (a) the demand is received or (b) the date specified in the demand as the date of which the list is to be compiled. The Chapter may, within ten (10) business days after receiving a demand under this section, make a written offer of an alternative method of reasonable and timely achievement of the proper purpose specified in the demand without providing access to or a copy of the membership list. Any rejection of this offer must be in writing and must state the reasons that the proposed alternative does not meet the proper purpose of the demand. If the Chapter reasonably believes that the information will be used for a purpose other than one reasonably related to a person's interest as a member, or if it provides a reasonable alternative under this section, it may deny the member access to the membership list. Any inspection and copying under this section may be made in person or by the member's agent or attorney. The right of inspection includes the right to copy and make extracts. Any right of inspection extends to the records of any subsidiary of the Chapter.
10.3 Maintenance and Inspection of Articles and Bylaws: The Chapter shall keep at its principal office the original or a copy of the Articles of Incorporation and Bylaws, as amended to date, which shall be open to inspection by the members at all reasonable times during office hours.
10.4 Inspection by Directors: Every Officer and Director shall have the absolute right at any reasonable time to inspect the Chapter's books, records, documents of any kind, physical properties and the records of each of its subsidiaries. The inspection shall be made in person or by the Officer’s or Director's agent or attorney. The right of inspection includes the right to copy and make extracts of documents.
ARTICLE 11 ‐ AMENDMENTS
11.1 Amendment by Board: Subject to the rights of members under these Bylaws, and the limitations set forth below, the Board may adopt, amend or repeal Bylaws unless the action would materially and adversely affect the members' rights as to voting or transfer. The Board may not extend the term of an Officer or Director beyond that for which the Officer or Director was elected.
11.2 Changes to Number of Directors: The Board may not, without the approval of the members, specify or change any Bylaw provision that would:
11.2.1 Fix or change the authorized number of Directors;
11.2.2 Fix or change the minimum or maximum number of Directors, or
11.2.3 Change from a fixed number of Directors to a variable number of Directors or vice‐versa.
11.3 High Vote Requirement: If any provision of these Bylaws requires the vote of a larger proportion of the Board than is otherwise required by law, that provision may not be altered, amended or repealed except by that greater vote.
11.4 Members' Approval: Without the approval of the members, the Board may not adopt, amend or repeal any Bylaws that would or extend the term of Officers or Directors.
11.5 Amendment by Members: New Bylaws may be adopted or these Bylaws may be amended or repealed by approval of the members. Any provision of these Bylaws that requires the vote of a larger proportion of the members than otherwise is required by law may not be altered, amended or repealed except by vote of that greater number. No amendment may extend the term of an Officer or Director beyond that for which the Officer or Director was elected.
ARTICLE 12 ‐ MISCELLANEOUS
12.1 Rules of Order: All parliamentary rules and procedures of the members and the Board of Directors shall be determined and governed by Roberts Rules of Order, latest revision, except to the extent these Bylaws are contrary thereto.
12.2 Interpretation: The interpretation of and power to implement these Bylaws and all rules and regulations authorized thereby shall be vested in the Board of Directors, whose decision in that respect shall be final.
12.3 Loans, Guarantees, and Advances: The Chapter shall not make any loan of money or property to or guarantee the obligation of any Director or Officer, or any member upon the security of memberships in the Chapter, except as is expressly allowed under the Non‐Profit Public Benefit Corporation Law of the State of California.
12.4 Effective Date: These Bylaws shall become effective immediately upon their adoption. Amendments to these Bylaws shall become effective immediately upon their adoption unless the Board of Directors or members of the Chapter in adopting them provide that they are to become effective at a later date.
12.5 Gender, Tense and Interpretation: As used in these Articles, the masculine, feminine or neutral gender, and the singular or plural number, shall be deemed to include the others whenever the context so indicates. The headings in this instrument are inserted for convenience of reference and are not intended to be considered in the construction hereof.
12.6 Definitions: Unless the context requires otherwise, definitions in the California Non‐profit Corporation law shall govern.
12.7 Conflict of Interest: No Officer or Director shall be entitled to participate in any decision or vote in which such Officer or Director or any related party or entity of such Officer or Director receives some financial benefit. For the purposes of this section, such Officer or Director may not be part of a quorum for such vote.
ARTICLE 13 ‐ CERTIFICATE OF SECRETARY
I certify that I am the duly elected and acting Secretary of the U. S. NAVAL ACADEMY ALUMNI ASSOCIATION, SAN DIEGO CHAPTER, INC. , a California Non‐Profit Public Benefit Corporation, that the above Bylaws are the current and proper Bylaws of this Chapter as adopted by the Board of Directors to be effective as of August 8, 2005, and amended by the Board of Directors on June 16, 2012.