Honorary membership shall be extended, on a case-by-case basis and upon a majority vote of the association membership voting during an election, to any non-member whose exemplary and singular contributions to the communications intelligence/signal intelligence community may warrant membership.
SECTION IV. BOARD of DIRECTORS
A. A Board of Directors serving staggered two-year terms, who shall make the routine day-to-day decisions affecting the Association, shall govern the Association. This Board shall be a volunteer Board and as such shall not be compensated, except for out-of-pocket expenses incurred in the official business of the Association, and upon approval of both the Chairman and the Treasurer.
B. Composition - The NASAA Board of Directors shall be comprised of seven (7) Seats, numbered One (1) through Seven (7). Each Association Member seeking a Seat shall declare which Seat he or she is seeking. All Association members presenting themselves for election to the Board of Directors must meet the criteria for members in good standing as defined herein.
C. The members of the Board of Directors shall choose from amongst themselves the following officers.
D. The positions of Secretary and Treasurer may be combined in the same Director.
E. There may be as many committees of the Board as the Chairman may designate, except that the Chairman and the Treasurer shall not be Chairman of any Committee of the Board. The Chairman may appoint volunteers from the General Membership for any or all of these committees.
F. The Board of Directors shall establish their own Rules of Order for Board proceedings; notwithstanding, however, that all conduct at meetings held on the Internet shall be in accordance with Roberts Rules of Order as may be modified for Internet purposes.
G. The Board voting as a whole shall fill vacancies to the Board. An Appointee shall fill the position until that Seat is next scheduled for election; appointees may succeed themselves.
H. Inactive members of the Board of Directors, as defined by the Board, may be removed by a unanimous vote of the remainder of the Board, with the vacant Seat filled as provided herein.
SECTION V. ELECTIONS
A. Only Regular Members in good standing, as defined below, shall have the right to vote in elections.
Except for the initial election of the Board of Directors, which shall occur at a date established by the Interim Board of Directors: Upon the Association having reached full Charter Membership, General Elections shall be held every year during the month of November, with the exact election date set by the Board of Directors. The first General Election shall be held in November of the year following the initial election, as described above. In even-numbered years, Board Seats 2, 4, and 6 shall be open for election; in odd-numbered years, Seats 1, 3, 5, and 7 shall be elected. All members of the Board of Directors shall remain as Directors until their successors have been seated; Directors may succeed themselves.
B. In the Initial Election described above, all seven Seats will be open. The following are assigned Seats currently filled:
- Seat One (1): Bill Jacobson (PX & Membership)
- Seat Two (2): Don Helton
- Seat Three (3}: Tino "Chui" Banuelos (Webmaster)
- Seat Four (4): Charlie Ziehl (Past Secretary)
- Seat Five (5): Charles Collins (Vice Chairman & Treasurer)
- Seat Six (6): William Luker (Chairman)
- Seat Seven (7): Vacant (Secretary)
C. All propositions for amendment to the by-laws of this Association, and all other propositions coming before the membership, shall be voted upon only during General Elections; however, should a true emergency arise that requires the immediate attention of the membership, the Board of Directors may:
- Take action to forestall the emergency, and have such action ratified at the next General Election; should the action taken not be ratified, such action shall be null and void.
- Call an emergency election of the entire membership, which election shall have only the emergency item on the agenda for discussion and vote.
D. (1): All regular members who are in good standing, that is, have paid their dues and have a valid signed application on file with the Association Secretary at least thirty (30) days prior to a general election, shall be eligible to vote or to seek election to the Board of Directors in that election. If seeking election to the Board of Directors, the member must file with the Association Secretary, an intent to seek election, including the Seat Number for which that member is running, at least thirty (30) days but no more than sixty (60) days prior to the election.
(2) Election shall be by ballot of the general membership. Procedures shall be developed by the Board of Directors to ensure that all eligible members shall be able to vote.
(3) Election shall be by secret ballot. Initiation of electronic means is permissible and a procedure will be in place to allow for same. Any member who requests a paper secret ballot must do so within fourteen (14) days prior to election. The secret ballot shall be forwarded to that member accompanied by a stamped self-addressed envelope. Completed ballots must be returned to the Association Secretary no later than ten (10) days following the date established by the Board of Directors as the Official election Date. (Amended 12/5/2012)
SECTION VI. FINANCIAL and FISCAL MANAGEMENT
A. Fiscal Year - The Fiscal Year for the Association shall be the calendar year, i.e., January 1 to December 31, inclusive.
B. Dues -
- Dues shall be established by the Board of Directors of the NASAA, and may be amended by the Board no more often than annually for the following fiscal year. Assessment of dues shall be no more than necessary to pay for required supplies, for the publication of an Association Newsletter, and to pay for association programs, functions, and services, either one-time or on-going, as proposed by the membership and/or approved by the Board of Directors.
- Annual Dues for Associate and Affiliate Members shall be on single-year basis only, and at the rate of seventy (70) percent and thirty-five (35) percent, respectively, of the then-applicable Regular Membership single-year dues.
C. Dues, donations, and other income will be used to support functions and services identified as in the interest of the membership, either by the Board, or as submitted by members and approved by a majority of the entire Board. A majority vote of the entire Board will be required for the commitment and expenditure of any funds of the Association other than for regular supplies and office expenses.
D. The Treasurer shall establish such fiscal and financial policies and procedures as he or she may deem prudent insofar as such policies and procedures adhere to the precepts of the IRS, the GASB, and the AICPA. The Board of Directors shall approve such policies and procedures.
SECTION VII. ADOPTION of the BY-LAWS
The By Laws of the National Army Security Agency Association shall be adopted by vote of the interim Board of Directors upon their completion, and their presentation for consideration to that Board. Amendments thereto shall be as specified in Article VIII herein.
SECTION VIII. AMENDMENTS to the BY-LAWS
A. Amendments to these By Laws shall be proposed for consideration and adoption by the entire Membership in one of two ways:
- As a Proposition of the Board of Directors
- As a Proposition from the membership
B. All propositions for amendment to these by-laws shall be delivered by US Postal Service or by electronic mail, to the address of the Secretary of the Board of Directors at least forty-five (45) days prior to, but no earlier than ninety (90) days before a general election. Frivolous and/or spurious propositions, as determined by the Board, shall not be considered for placement before the membership. (Amended 12/5/2012)
C. Methodology: All proposals for amendments to these By Laws shall be written by the proposer(s) in the format as the wording would be in final version. Every proposal shall be posted on the NASAA Web Site for a minimum of 30 days for viewing by the general Membership prior to being voted on in a general election. Such propositions shall be printed in full on the General Election ballot, with Board comments, if appropriate.