THE SPINAX 489 ASSOCIATION BY-LAWS

(Revised 8/17/10)

DEFINITION: These By-Laws are to be effective in guidance for the operational requirements, all legal transactions, financial accounting and official correspondence of the Association entitled "The SPINAX 489 Association".

ORGANIZATION: This Association consists of all former crewmembers who honorable served aboard the United States submarine USS SPINAX SS/SSR/AGSS 489 as Members, and a Board of Officers (known hereafter as "The Board") consisting of seven Members elected by the membership.

1-PURPOSE:

1.1 To maintain and promote the awareness of the special bond and camaraderie shared by all submariners and specifically the former crewmembers of the USS SPINAX SS/SSR/AGSS 489.

1.2 To provide the opportunity to renew old acquaintances, refresh that special bond and pay devotional respects to the memories of former shipmates on Eternal Patrol.

1.3 To plan, schedule and conduct reunions for all living shipmates, spouses, family and friends, and the widows, families and friends of those shipmates on Eternal Patrol.

2-MEMBERSHIP:

2.1 REGULAR MEMBERSHIP: Any former crewmember of USS SPINAX SS/SSR/AGSS 489 is eligible to apply for and be accepted as a Regular Member of the Association.

2.2 HONORARY MEMBERSHIP: The widow of any former SPINAX shipmate now on Eternal Patrol may be awarded an Honorary Membership. Other such memberships may be awarded as recommended by any Member with the approval of a majority of the Board.

2.3 ASSOCIATE MEMBERSHIP: Any individual who is in good standing in their community and is sponsored by a Member of the Association may be recommended for an Associate Membership. Associated Membership will be awarded with the approval of the Board.

2.4 ASSOCIATE AND HONORARY MEMBERS will not have the right to vote on Association business matters and shall not be eligible to hold office.

3-THE BOARD OF OFFICERS:

3.1 The Board of Officers shall consist of seven Members - Chairman, Vice Chairman, Secretary, Treasurer, Membership Chairman and two Members-at-Large. Each shall be elected by a majority of the Membership for serving the terms as prescribed herein.

3.2 DUTIES:

3.2.1 CHAIRMAN - The Chairman shall:

  • a. Call meetings of the Board by Internet message, telephone, in person, or by mail as deemed necessary for the good of the Association.|
     

  • b. Chair all Board meetings.

  • c. Call for and review financial reports by the Treasurer quarterly or more often as deemed necessary.

  • d. Select from the Membership a qualified Web master for the SPINAX web site as necessary.

  • e. Appoint Event or other Chairmen as may be required.

  • f. Appoint an Editor of the Association Newsletter from the Membership if requested by the Web master.

  • g. Be the approval authority for announcements or postings on the SPINAX web site unless otherwise delegated.

  • h. Monitor reunion planning progress and approve timely reunion announcements.

  • i. Broaden and enhance, as appropriate, membership and reunion attendance.

  • j. Update the Vice Chairman quarterly on current and ongoing Association business.

  • k. Provide an agenda for the business meeting to include items to be voted on (i.e., approval of Treasurer's report, election of Board members, timing and site selection for next reunion, etc.).

    • 3.2.2 VICE CHAIRMAN - The Vice Chairman shall:

    a. Advise the Chairman of matters of interest to the Association and any matters requiring action by the Board.

    b. Function as the Chairman in case of the Chairman's extended absence or incapacitation as approved by the Board.

    c. Review quarterly reports sent to the Chairman.

    d. Carry out additional duties as may be assigned by the Chairman.

    3.2.3 SECRETARY - The Secretary shall:

    a. Compile, retain, provide to the Webmaster for web site display, and publish upon request by any Member, a record of the proceedings of all business meetings including the results of all votes with the exception of secret ballots.

    b. As requested, prepare and provide draft replies to all official correspondence to and from the Association.

    c. Perform other duties as assigned by the Chairman.

    3.2.4 TREASURER - The Treasurer shall:

    a. Establish and maintain all records of the Association's financial transactions. He shall maintain accounts appropriate to the structure and activities of the Association and in accordance with generally accepted accounting principles.

    b. Exercise the utmost care and prudence to ensure all expenditures are paid from annual dues, individual member payment for reunions and monies acquired through Association activities or donations.

    c. Establish and maintain a checking account under the name of the Association with signature authorization for the Treasurer and the Chairman, as required. Issue checks for prior approved "recurrent" matters, i.e., bank account charges and mail outs, which must be accompanied with receipts for each expenditure.

    d. Receive and be responsible for the collection of all monies due and/or payable to the Association.

    e. Maintain custody of all Association funds and provide for their safekeeping, retention, disbursement and investment in a manner acceptable to the Finance Committee.

    f. Provide receipts for all Member dues and donations received. Inform the Membership Chairman and the Chairman of the Board of those members delinquent in their dues.

    g. Together with the Chairman and members of the Reunion Organizing Committee, the Treasurer shall receive, verify and provide continuous safe storage for all funds generated during the course of any reunion. He shall review all billings received and ensure payment of all by the end of the reunion or as soon as possible thereafter.

    h. Prepare and deliver an overall financial statement to the Membership at any reunion.

    i. Prepare an accounting of expenses no later than 30 days after each reunion and submit this accounting to the Finance Committee for review and approval.

    j. Prepare and deliver a quarterly financial statement to the Chairman of the Board with a copy to the Vice Chairman.

    3.2.5 MEMBERSHIP CHAIRMAN - The Membership Chairman shall:

    a. Maintain an up-to-date membership listing. The list is to include full name, rate or rank upon retirement, spouses name, telephone number, US mail address, email address, dates of service on board, rate or rank on board and any other pertinent information.

    b. Prepare membership cards if required.

    c. Upon request and at the beginning of any reunion, advise the Board of those Members in good standing available to vote on any Association business matters.

    3.2.6 MEMBERS-AT-LARGE - Members-at-Large shall:

    a. Vote on all matters coming before the Board.

    b. Perform such duties as may be requested by the Chairman.

    4-TERMS OF OFFICE

    4.1 All Board members are elected to a nominal two-year term of office. Board members may be replaced at the expiration of their terms by a majority vote of the Membership, at their request or before the expiration of their terms at their request or as determined by the Board in the case of illness, incapacity or death. Any elected Officer may succeed himself if it is agreeable to that officer and it is the desire of a majority of those present and voting. Elected Board Officers will retain their positions beyond the regular two-year term until a subsequent reunion is held.

    4.2 Elections are to be held at each reunion. There shall be no limit to the number of terms an office holder may serve.

    4.3 Only those regular Members in good standing shall be eligible to vote. A majority of these Members present and voting at any reunion shall determine Association business, including the election of Officers and any other business requiring the approval of the Membership.

    5-REUNIONS- A reunion shall be held every two years or as determined by a majority of the Board. The future reunion location shall be chosen by voting Members at the business meeting of each reunion. The review of potential future locations shall include consideration of attendance by the maximum number of Members.

    6-REUNION COORDINATOR - The Chairman of the Board, with the approval of the Board, shall appoint a Member to the position of Reunion Coordinator.

    6.1 The Reunion Coordinator shall be responsible for assembling a group of Members to be known as the Reunion Organizing Committee (ROC). This Committee shall be responsible for the planning and conduct of a reunion. The Reunion Coordinator shall keep the Board of Officers informed of the progress and any problems encountered during the planning and conduct phases of the reunion.

    6.2 The Reunion Organizing Committee shall consist of no less than three Members who shall assist in the planning of the event.

    6.3 The Reunion Coordinator shall assign Committee members the following tasks as deemed appropriate:

    a. Researching and recommending to the Board the choice of the

    hotel/convention facility.

    b. Preparing an agenda for the event.

    c. Providing a suggested list of reunion activities/events.

    d. Estimating the cost of various activities and events.

    e. Receive and consider banquet menu choices from the reunion facility.

    (The help of the wives for this selection is recommended.)

    6.4 One member of the Reunion Organizing Committee shall be appointed and be responsible for:

    a. Serving as liaison between the ROC and the selected reunion facility.

    b. Coordinating pre-reunion publicity and announcements with the Web

    Master and various semi-official military journals and publications.

    c. Assist the Treasure in all financial transactions associated with the

    reunion.

    7-NOMINATING COMMITTEE:

    7.1 A Nominating Committee consisting of the Board of Officers and three additional Members shall be formed at least four (4) months prior to a scheduled reunion.

    a. The Nominating Committee shall canvas all incumbent Officers regarding

    their willingness to continue in their position, and select, after determining

    their willingness to serve, at least one candidate for each of the seven

    Board positions.

    b. The Nominating Committee will report their recommendations to the

    Membership prior to the business meeting of the reunion.

    8-HISTORIAN:

    8.1 The Chairman shall appoint a Member as Historian to compile, categorize and maintain a complete data base of the Association's past, present and future events as they are known. The Historian shall call for and coordinate selected memorabilia for display at the reunion.

    9-WEB MASTER:

    9.1 The Chairman shall appoint a Web Master to develop and maintain a web site for the Association. The web site shall contain pertinent current and historical ship and crew information, links to other submarine and civilian web sites, and a feedback/communications capability for new applicant registration and Member information updates. If delegated by the Chairman, the Web Master shall produce a frequent newsletter with input and support by the Members.

    　

    10-CHIEF OF THE BOAT (COB):

    10.1 In the U.S. Submarine Force, the Chief of the Boat (COB) performs the duties as the principal enlisted advisor to the Commanding Officer in order to keep the command aware of existing or potential situations, procedures and practices which affect the welfare, moral, satisfaction and utilization of its enlisted members. Within the SPINAX Association, the COB shall perform the same basic functions for the entire membership.

    10.2 The role of COB in the Association is an honorary position and is not contingent upon having previously held the position of COB or Command Master Chief while on active duty.

    10.3 He shall function as the principal point of contact for the membership in keeping the Board of Officers apprised of the membership's concerns. He shall also interact with the Reunion Coordinator proving those inputs to the planning process deemed appropriate. He shall also interact with any other board, committee or individual for the betterment of the Association.

    10.4 In filling the position of COB, the SPINAX Commanding Officers shall review a list of potential candidates drawn from the senior members of the Association. Upon their reaching a consensus on a candidate, the COs shall send a letter to the selected individual offering him the position of COB.

    10.5 Unlike Board members, the position of COB shall not have a term limit.

    11-FINANCES:

    11.1 Salaries- No Officer or Member of the Association will be salaried.

    11.2 Dues - Association dues are $25.00 for annual membership or $150.00 (or $100 if aged 62 or older) for a life membership. Annual dues are payable to the Treasurer by January 31st of each year. Dues may be changed by a simple majority vote of the Membership at the reunion business meeting or by a 2/3 majority of the Board at any time it is deemed necessary.

    11.3 The Board shall exercise care and prudence to ensure that all expenditures are paid from annual dues, individual Member payments for reunion costs, monies acquired from Association activities and/or donations.

    11.4 Expense accounting for any reunion will be prepared by the Treasurer and submitted to the Board for review and approval not later than thirty (30) days after the reunion. The Treasurer shall prepare and submit quarterly statements as required by these By-Laws.

    11.5 Reimbursement - No reimbursement shall be made to any Member for personal time, travel, telephone calls or for the preparation of written correspondence. Reimbursements are authorized for the actual cost of correspondence supplies, postal costs and other items of a similar nature required for conducting Association business. Receipts will be required in order to obtain reimbursement. Expenditures of personal funds are at the person's risk unless prior approval is obtained from the Treasurer or Chairman.

    11.6 Association Assets - Upon the eventual dissolution of The SPINAX Association and after all outstanding obligations are paid as reported to the Chairman by the Treasurer, the remaining assets, except for historical memorabilia and items of special significance and/or value, shall be disbursed as directed by the membership. Significant historical material in the possession of the Association shall be turned over to the US Naval Museum, Washington, D.C. for addition to the USS SPINAX collection.

    12-FINANCIAL COMMITTEE:

    12.1 A Financial Committee shall be formed to advise and assist the Treasurer in the performance of his duties. Common sense dictates that decisions reached by the Committee should be to the benefit of Spinax crewmembers.

    12.2 The Committee shall have no fewer than five or more than seven members including the Treasurer. Other than the Treasurer, new members of the Finance Committee will be approved by a simple majority vote taken during a reunion or by 2/3 of the Board of Officers if a vacancy is filled between reunions.

    12.3 All financial matters shall be presented to the members of the Finance Committee for approval except for expenditures of $50.00 or less. A two-thirds majority of the Finance Committee is required for approval of all financial matters above $50.00.

    12.4 Financial Committee Members shall approve or disapprove of submitted financial items by a show of hands at reunions or via electronic media between reunions. The Treasurer shall maintain a record of all votes.

    12.5 Audits shall be performed at each reunion or at such times deemed necessary by the Board of Officers. Audits shall be performed by the Finance Committee (less the Treasurer) using financial materials provided by the Treasurer. At the completion of the audit, members of the Financial Committee shall attest, in writing, to the suitability of the material presented and the conditions found during the audit.

    13-CHANGES TO THE BY-LAWS:

    13.1 Any Member can propose a change to the By-Laws. Changes proposed between reunions shall be submitted to the Secretary not later than one month prior to the reunion for review by the Board. Changes must be approved by two-thirds of the voting members at the reunion business meeting.

    13.2 If the Board deems a proposed change is urgent and requires a vote prior to the next reunion, a special vote shall be called for and conducted as follows:

    a. The Secretary shall post the proposed change on the web site for the period of at least two newsletters.

    b. The Secretary shall prepare for Board approval a ballot containing the proposed change and instructions on how to complete the ballot and a deadline for filing.

    c. The Secretary shall send the ballots by email to those Members who have Internet capability and by US Postal Service mail for those Members without Internet capability.

    d. The Secretary shall tabulate all returned ballots and, applying the 2/3 criteria prescribed in paragraph 13.1 above, shall notify the Board of the results of the vote and cause these results to be posted on the web site and in the next newsletter.