Summary of Responsibilities
| Date | COG | Duty |
|---|---|---|
| 15 January | Treasurer | Complete end of year financial report for previous year and prepare budget for the following year. Present to the Finance Committee |
| 15 March | Treasurer | Complete Maryland Form-1, submit to state, report completion to the Board |
| 15 April | Treasurer | Complete IRS 990-N for the previous year and report completion to the Board. |
| Grad week | Member Admin | Update graduating 1/C member status as Reg members/Alumni. Add to alumni email distro lists, remove from Midn email distro list. |
| About 1 July | Treasurer | Renew PO Box |
| About 1 October | Chair | Discuss with board members whose terms are expiring their desire, if eligible, to continue on the board. |
| About 7 October | Chair | Send message to board eligible members asking about interest in board service. |
| About 22 October | Chair | Select board nominees, announce to the Board and membership. Solicit petition candidates of eligible members. |
| About 7 November | Chair & Noms Cmte | Nominate any additional candidates as desired. |
| First week of December | ALL | Annual meeting for the election of Directors and Officers |
| At completion of annual meeting | ALL BOARD | Sign annual Conflict of Interest Annual Review |
| Candidates for nomination to the Board | ALL |
|
The purpose of the USNA Out Operations Manual is to amplify the policies, procedures and protocol of the Bylaws of USNA Out, Inc., for effective and consistent operation of the organization.
This manual is intended to guide the officers, the Board, members of USNA Out and committees of the Board other than the executive committee, but neither the Board nor the executive committee is required to comply with provisions of the Manual that conflict with any reasonable interpretation of the Bylaws.
External references:
Bylaws Of The USNA Alumni Assn, Inc.
The USNA Alumni Assn Operations Manual
The USNA Out Operations Manual is a “living document.” Only those sections highlighted in this color are “ready for prime time” review and approval by the Board. Members, please review and forward comments to steve@usnaout.org at least 10 days prior to the next Regular or Special Meeting at which the sections are to be ratified by the Board.
Policies, procedures and protocol of this manual have been established and may be modified or amended (in order of overriding authority) by:[6]
- [0] the Bylaws of USNA Out, Inc. of 7 November 2009 as amended
- [1] a 50%+1 vote of the registered regular members*
- [2] a resolution of Board of Directors (“the Board”)
- [3]by direction of the Chairman of the Board of Directors (“the Chair”)
- [4]by direction of the Vice-Chairman of the Board (vacant)
- [5]by direction of the Board Secretary
- [6]by direction of the Executive Director
- [7]by direction of the Corporation Treasurer & CFO (“the Treasurer”)
- [8] by established long term protocol, otherwise
- [p] a PROPOSED, not approved USNA Out guideline or procedure
- [d] a DRAFT, not approved USNA Out guideline or procedure
*Of all registered members vice votes cast.
Contents
Sections of the Operations Manual which do not appear are still in the draft/edit/review/approval process.
Membership
Membership Eligibility and Categories
Membership Administration
Membership Dues
Denial or Removal from Membership
Board Operations
Board Meeting Types
Conduct of Board Meetings
Qualifications of Directors
Director Nominations and Elections
Director Duties, Responsibilities & Expectations
Board Advisory Members
Selection and Duties of Officers
The Chair
The Board Vice-Chair
The Executive Director
Board Secretary
The Treasurer
Collateral Duties
Collateral Duties
Committees
Executive Committee
Advisory Committee Procedures
Advisory Committees
Fiscal Guidelines
Authorized Spending Limitations
Communications
General Communications Guidelines for Members
Communications to Membership
Communications to the Public
USNA Out dot org Email
Website Guidelines and Procedures
Website Administration
Website Posting Guidelines
Members’ Responsibilities
Standards of Conduct for Continued Membership
Membership
Membership Eligibility and Categories[2 – 1/20/2011]
Regular membership in USNA Out is open to all graduates of the Naval Academy and former midshipmen who did not graduate from the Academy, after the last Academy class of which they were a member has graduated, provided they are still on active duty or received a discharge under honorable conditions from the military. Exceptions will be considered on a case by case basis by the Board.
Discussion: The * asterisked exclusion below which had appeared on our website since 2005 was removed after further research.
*for those individuals who were given discharges under conditions other than honorable solely for reason of homosexuality without other disqualifying circumstances (i.e. espionage, sabotage, murder, fraternization, drug dealing, etc.), and if under current policy their discharge would be classified as under honorable conditions, then they are not precluded from membership. This determination shall be made by a resolution of the Board in closed session.
Despite the perception during recent arguments regarding DADT, discharges under conditions other than honorable (OTH) for officers, particularly USNA grads being discharged for homosexual conduct, were extremely rare, particularly post Ensign Vernon E “Copy” Berg (USNA ’74) vs US Navy. As a result of that lawsuit, only in situations where there are other circumstances will a discharge be classified as an OTH discharge. We only know of three LGBT USNA alumni who ever received such discharges. Berg’s was overturned by the courts, one (class of ’58 – for having his name listed in the address book of a known homosexual early 1960‘s) – was reclassified “Honorable” post BERG, the other for a ’96 grad convicted of a felony in a civilian court in Pensacola, FL, (appropriate use of the OTH).
Joint membership is offered to spouses/partners of regular members and surviving spouses/partners of deceased alumni.
Associate membership is open to:
- All Naval Academy midshipmen
- Former midshipmen from classes not yet graduated
- Current and former U.S. Naval Academy faculty/staff (civilian and military) and
- parents of current and former midshipmen
Associate membership for Naval Academy faculty/staff (civilian and military) does not expire when the associate member is no longer serving in the qualifying position.
Honorary Membership [d] may be offered to those not otherwise eligible to be considered on a case by case basis by the Board. Guidelines are:
- Individuals who donate funds or equivalent useful gifts in excess of $5,000 should be considered for “lifetime” membership.
- Individuals who donate funds or equivalent useful gifts in excess of $1,000 should be considered for “annual honorary membership.” An annual membership will expire on December 31 of the year following the year of the gift.
- Honorary members will not be given member’s access to the USNA Out website unless directed by the Board, Chair or Executive Director.
Discussion of this draft section:
Should service to USNA Out or other criteria be considered?
Membership Administration
[p]A “registered” member is defined as a member who has joined USNA Out via the website or has been entered into the website membership database by alternate request/means such that organizational electronic communications are forwarded to the member’s email address on record.[2 – 5/10/2012]
Members should strive to keep their USNA Out registration up to date with their current email address.[2 – 5/10/2012]
The membership administrators are:
- The Chair [2 – 1/20/2010]
- The Secretary [2 – 1/20/2010]
- The Treasurer [2 – 1/20/2010]
- Web Administrator – Hall ’75 [2 – 1/20/2010]
Upon receipt of a request to join USNA Out, the membership administrators shall: [2 – 1/20/2010]
- Verify all candidates for Regular Membership through the USNA Register of Alumni
- Verify all candidates for Associate Membership through an independent means other than communications from the candidate.
- Accept the candidate as a member in the Drupal CMS [requires update for WP] by
- changing status from “blocked” to “active”
- assigning “roles” as appropriate as stated in the candidates application
- verifying the candidate’s personal website or fill in “usnaout.org/mo/no-web”
- setting the candidate’s Membership Type
- saving the changes
Membership Dues
“Dues” create members’ expectations to receive something tangible in return for membership fees paid to the organization. There are no annual “dues” to become and remain a member of USNA Out. In lieu of annual dues, all members are encouraged to make an annual “membership contribution” to help support the USNA Out mission.[2 – 1/20/2010]
The organization will conduct an annual drive for membership contributions each March.[2 – 1/20/2010]
The current suggested annual “membership contribution” is $40 [2 – 1/20/2010]
A member “in good standing” is defined as a member who has made the annual membership contribution OR has made a significant gift in the current or previous calendar year as a USNA Out member to the USNA Foundation such as President’s Circle Members.[2 – 1/20/2010]
Special fundraising drives may be conducted at any time as approved by the Chair.[2 – 1/20/2010]
Board Operations
Board Meeting Types[2 – 5/10/2012]
There are three types of Board meetings:
- Annual
- Regular
- Special
The Annual Meeting is held on the Saturday seven days prior to the Army-Navy game without notice unless another date/location is selected by a resolution the Board. [0 – Article 3 Section 7] The annual meeting is primarily conducted by “Conference Call.” [8]
Regular Meetings are those scheduled in advance by the Board by a resolution of the Board and may be held without notice. [0 – Article 3 Section 10]
A Special Meeting can be called by: [0 – Article 3 Section 9]
- The Chair
- The Vice Chair (Vacant)
- The Executive Director
- 50% of the Directors (i.e. 4 of 7, 4 of 8, 5 of 9, 5 of 10, etc.)
Conduct of Board Meetings[2 – 5/10/2012]
The meetings of the Board are to be conducted using the Roberts Rules of Order as a guide.
The standard order of business at meetings as modified in meeting agenda is as follows:
- Approval of the Agenda
- Approval of the minutes from the previous meeting
- Reports of Officers (Secretary, Treasurer, ED)
- Reports of Standing and current Ad Hoc Committees
- New Business
- Old Business
- Announcements by Board Members
- Resolution for next meeting date and location (if required)
- Adjourn
The agenda or portion the agenda for an Annual or Regular meeting which includes any of the following actions should be promulgated to the Board at least ten calendar days in advance if possible:
- Election of a Board member or Officer
- Change to the ByLaws or to this Operations Manual
- Approval of any expenses exceeding the fiscal expenditure limits of the Chair
All Board meetings are open to any and all USNA Out members except “closed sessions.” Closed sessions should only be used for the following Board actions:
- Deliberations for awards, competitions, etc. for which there is a prize or special recognition.
- Deliberations of denial or removal from membership of any USNA Out regular or associate member
Qualifications of Directors[2 – 5/10/2012]
Any qualified regular member of USNA Out in good standing is eligible to serve as a Director. The reality in organizations such as ours is that those who desire to get more involved will get more involved. Membership itself is not entitlement to a position on the Board of Directors. Board membership means more than just assuming the title and occupying a position, it requires a sincere commitment to bring unique talents, skills, perspectives and energy to fulfill the duties of a Board Member.
The minimum qualifications for service as a Director are as follows:
- Shall be a regular member of USNA Out. An associate member, honorary member or joint member may serve in an advisory capacity as a Board Advisory member.
- Shall have been a registered member of USNA Out and a member in good standing prior to 1 June in the year at which the member is to be elected to the Board at the annual meeting or for a period of six months from the regular or special meeting at which the member is to be elected to the Board.
- Shall have attended at least two regularly scheduled or special Board meetings within the 12 months prior to the meeting at which they are considered for election to the Board or attended at least one regularly scheduled Board meeting and significantly participated in at least one advisory committee within the past year. “Significant participation” is defined as participating to an extent such that 50% or more of the Directors are aware of the participation.
Director Nominations and Elections[2 – 5/10/2012]
General
The maximum number of Directors is fifteen, the minimum number of Directors is three.[0 – Article 3 Section 1] No more than five directors will be elected for full terms at the annual meeting. Additional directors may be elected at the annual meeting to fill any vacancies remaining on the board. There is no requirement nor urgency to fill any board vacancies unless the organization is at or near risk of not fulfilling minimum requirements.
Nomination timeline milestones for the election of Directors at the annual meeting are guidelines. Failure to meet any milestone will not invalidate the election process nor the election results.
Nominations Committee
The Nominations committee is a standing committee. The Nominations Committee shall have no fewer than three nor more than five members, including the head of the committee.[0 – Article 3 Section 4a]
The Chair serves as head of the nominations committee.[0 – Article 4 Section 6a] The Chair shall appoint up to four Directors or registered regular members in good standing to serve at-will on the Nominations Committee. The Chair shall designate one committee member to serve at-will as the committee deputy head.
No member of the Nominations Committee shall be considered as candidate for nomination by the committee. When the Chair is a potential candidate for reelection to the board at the annual meeting, the committee deputy head shall act as the head of the nominations committee.
Candidates for nomination to the Board should familiarize themselves with the USNA Out Bylaws and USNA Out Operations Manual. They should also ensure that their membership information and any public profile data are up to date. They shall ensure that their photograph is current and acceptable for public display on the USNA Out website.
About two months prior to the annual meeting
The head (or acting) of the Nominations Committee should send an email message to the regular members similar to the example provided in appendix A to this OPSMAN.
About one and one-half months prior to the annual meeting
The Nominations Committee will meet to evaluate candidates for nomination. The nominations committee will not initially consider any current board member who has already served more than five consecutive years on the Board as of the annual meeting unless currently serving as an officer. The committee shall verify eligibility and interview candidates and personal references as necessary to make committee selections for nominations. When selections are complete, the Committee will announce to the Board and the general membership the names of at least one and no more than four nominees for election to the Board to fill the positions for Directors with terms expiring at the annual meeting. The nominations committee may also nominate additional qualified candidates for terms of one or two years when there are fewer than five Directors with terms expiring at the annual meeting one or two years in the future, respectively.
After the committee provides the names of nominees to the membership, any USNA Out member who meets the minimum qualifications for service as a Director as defined above above may petition for “nomination as Director-at-Large” by submitting signatures from USNA Out members in good standing as of 1 October equal to at least 5% of the number of all registered regular members.
About one month prior to the annual meeting
The Chair of the Nominations Committee shall end the solicitation for candidates for nomination as Director-at-Large and:
- If there are no petition candidates, the Nominations Committee may choose to add one additional qualified nominee to the Nominations Committee slate.
- If there is one or more qualified petition candidates, the Nominations Committee will assemble a ballot for regular members in good standing as of 1 October. The ballot will contain the names of all qualified petition candidates. The Nominations Committee may also include additional candidates on the ballot who were not included in the initial slate of one to four nominees of the Nominating Committee. The election shall be a “show of hands” such that individual votes cast may be known to all USNA Out members. The candidate receiving the most votes, regardless of plurality, will be placed on the Nominations Committee slate as nominee for “Director-at-Large.” If there is a tie between two candidates, the Nominations Committee will select the Nominee from one of the candidates who received the most votes to be the nominee as “Director-at-Large.”
The slate of nominees chosen by the Nominations Committee for election to the Board shall be presented to the Board at or before the Annual Meeting.[0 – Article 3 Section 4a]
Nominated candidates who are not currently serving as a Director should attempt to meet all Directors by email, telephone or in person prior to the annual meeting if they have not already done so as a USNA Out member.
Nominated candidates to fill Board vacancies or for election to fill the positions for the Directors with terms expiring at the next annual meeting or who have been nominated to fill a vacancy on the board should provide a brief biography and explain the candidate’s qualifications with respect to the selection criteria below. Candidates shall ensure that their user online photograph is appropriate for public display as a director of a Maryland Corporation.[6]
At the annual meeting, the Board may consider the entire slate of nominees as an up or down vote. If the slate fails to pass on an up or down vote or should the Board choose to vote on candidates individually, the voting shall be in a method which is effectively a “show of hands” the results of which become recorded in the annual meeting minutes.
Filling Vacancies on the Board
Board vacancies shall not be filled on the sole basis that there are vacancies. Nominations for Board vacancies shall be made using the same qualification criteria as nominees for the annual meeting above.
A person elected to fill a vacancy, including a vacancy filled at the annual meeting, shall hold office until the next annual election of the Board of Directors or until his or her death, resignation, or removal from office.[0 – Article 3 Section 17]
Director Duties, Responsibilities & Expectations[2 – 5/10/2012]
Membership itself is not entitlement to nomination and election to the Board of Directors. Directorship means more than just assuming the title and occupying a position on the Board. Being a member of the Board requires a sincere and dedicated commitment to bring unique talents, skills, perspectives and energy to fulfill the duties of a Board Member. Directors who fail participation expectations should reflect on their personal commitment to the organization.
Basic duties of Directors are described in Article 3 Section 3 of the Bylaws.
Directors are expected to have the capability and willingness to communicate freely and frequently with other Directors in the routine performance of their duties.
Directors serve without compensation or reimbursement for any personal expenses incurred in the routine or non-routine performance of duties.
Financial Participation
Directors shall be members in good standing by fulfilling the annual membership contribution prior to 1 June each calendar year to remain eligible for continued service on the Board. Any Director who has not maintained good standing by 1 June of the calendar year shall be considered to have submitted a qualified resignation from the Board, and a Board vacancy shall be created which shall remain vacant until filled in accordance with Article 3 Section 17 of the Bylaws.
There is no additional financial requirement, however, as leaders of USNA Out, all Directors are expected to exemplify their leadership positions by contributing commensurate with their demonstrated lifestyles.
Meeting Participation
Board members are expected to attend all in-person and telephone/net Board meetings.[2 – 12/7/2013]
Board members who are excused from attending a regular or special board meeting are still expected to participate in pre-board meeting telephonic and electronic discussions with other board members except when precluded by active duty communications restrictions.
Selection and Duties of Officers
The Chair
The Board Vice-Chair
The Executive Director
Board Secretary
The Treasurer[2 – 10/2/2014]
The Treasurer shall:
- By 15 January, complete end of year financial report for previous year and prepare budget for the following year. Present to the Board of Finance Committee. (Note: Treasurer should solicit from Board mebers/committee heads at the first boboard meeting of the year expected expenditures for the year.)
- By 15 March, complete Maryland Form-1, submit to state, report completion to the Board. (Note: Actual due date is April 15)
- By 15 April, complete IRS 990-N for the previous year and report completion to the Board. (Note: Actual due date is May 15)
- About 1 July, renew PO Box.
Collateral Duties
Collateral Duties [8]
In lieu of a “committee of one,” collateral duties may be assigned by the Executive Director, Chair or by Resolution of the Board. [6]
The following are possible collateral duties or those as assigned:
| Duty | Assignment | Authority | Date | Expires |
|---|---|---|---|---|
| Events Coordinator | VACANT | |||
| Development Officer | VACANT | |||
| Communications Officer | VACANT | Board | 2/23/2010 | |
| Webmaster | Hall ’75 | [8] | 2/01/2005 | |
| Deputy Webmaster | Anton Novak ’93 | |||
| GLEE Club Liaison | Soto ’83 | [8] | 11/13/2003 | |
| Spectrum (LGBT USNA ECA) Alumni Rep | VACANT | [p] |
Advisory Committees
Discussion:
“Advisory Committees” are where the work of the organization gets done through the personal passion of the individual committee members. Committees are also the “breeding incubator” to blossom and discover the organization’s future leadership.
Committees should be allowed to operate autonomously as possible from the Board, including establishing internal committee procedures and selection of committee leadership. Those who have the most passion are usually those who will see that the committee is successful. For a committee to be successful, it needs as a minimum:
- A purpose (goal)
- Members (with passion)
- Authority (to do something with the passionate work)Many of the existing [proposed] committees are for individual events, vice an “Events Committee.” Individual event committees benefit from individual passions for the specific events which often do not share common location or sub-interests.Other possible (but not yet established) “Advisory Committees” include:
- Women’s Outreach
- Men’s Outreach
- Fiscal Audit
- Communications
- Development
Ad Hoc and Standing “Advisory Committees” are established by a resolution of the Board and shall act in an advisory capacity only to the Board. Article 5 Section 5]
Advisory Committee Procedures
The resolution of the Board instituting the Advisory Committee should specify the initial team leader and notification needs to obtain desired participation from USNA Out members.
The meetings of the committees are to be conducted using the Roberts Rules of Order as a guide.
Unless otherwise directed in the resolution of the Board instituting the committee:
- Any Regular or Associate member may chair or serve on an Advisory Committee[2 – 1/20/2010]
- The Advisory Committee shall elect the Chair of the committee.[2 – 1/20/2010]
- The Chair of the committee need not be a director in the corporation,[2 – 1/20/2010] except that the Chair of the Nominations Committee shall be the Chair. [0 – Article 4 Section 6A]
- The Advisory Committee shall determine the committee meeting schedule. [2 – 1/20/2010]
- An Advisory Committee shall have a minimum of one member and no restriction on the maximum number of members.[2 – 1/20/2010]
Advisory Committees
The following Advisory Committees have been established by the resolution of the board (or required by the Bylaws of USNA Out, Inc.):
Advisory Committee Type Resolution (L)eader
(C)hairExpiration Nominations (ByLaws) Standing N/A Chair (C) N/A Governance Standing 1/12/2012 Committee(C) N/A Annual Dinner 4/14/2012 Ad Hoc 1/20/2011 James ’89 (L) 4/30/2012 Navy-Notre Dame 9/1/2012 Ad Hoc 1/20/2011 Shangle ’97 (L) 9/1/2012 Navy-Air Force 10/1/2011 Ad Hoc 1/20/2011 Air Force (L) 10/1/2011 Yale Joint SF Event 05/14/11 Ad Hoc 1/20/2011 Hall ’75 (L) 5/15/2011 San Jose State 11/19/2011 Ad Hoc 1/20/2011 Culver ’74 (L) 11/19/2011 Dean’s Diversity Ad Hoc 1/20/2011 N/A When Comp
Fiscal Guidelines
Authorized Spending Limitations
The Treasurer may approve and pay for any single expense under $100 required for the day to day administration of USNA Out without approval by the Board. No more than three of these expenses may be paid without specific approval of the Chairbetween any annual, regular or special board meetings.[2 – 1/20/2010]
The Chair may approve expenses totaling up to $1,000 without a resolution of the Board between any annual, regular or special board meetings.[2 – 1/20/2010]
USNA Out dot org Email[d]
[requires updating post WP CMS]
USNA Out dot org email is google mail via google apps for education.[8]
USNA Out members who have public profiles posted as part of the “Faces of USNA Out” may have a masking address i.e. “group” that forwards to their personal email.[6]
USNA Out Officers will have personal email accounts set up for them for sending/receiving official email correspondence.[6]
“Groups” are setup as follows:[6]
- members@ forwards to all members. Only the Chair and those authorized by the Chair have rights within google apps to send to the group forwarding address
- treasurer@ forwards to:
- Chair
- Treasurer
- board@ forwards to members of the board
- board.associates@ forwards to former board members and others who have expressed interest
Website Guidelines and Procedures
USNA Out dot org is the “face of the organization” to most of the world and should have the due scrutiny as such.
Website Administration[d]
The webmaster should advise the Board of Directors when any major changes are made to website content that appear as policy, position or function of USNA Out not yet approved by the Board of Directors. These modifications should be highlighted or noted as such.[6]
Web content can be edited/deleted by the website “Content Administrators”
- The Chair
- The Secretary
- Webmaster
- Deputy Webmaster
Online membership registrations can be approved/edited/deleted after verification by the website “Membership Administrators”
- The Chair
- The Secretary
- The Treasurer
- Webmaster
- Deputy Webmaster
Website Posting Guidelines[d]
Any USNA Out member may create content of interest on the website that relates to USNA Out, the Naval Academy and life in the Fleet/FMF including personal stories about you if the Naval Academy or USNA Out is a focus of the story.
Content presented should be factual unless identified otherwise. Content should not negatively reflect on any USNA Alumnus nor the Naval Academy Alumni Association, as negativity will in turn reflect negatively on you and USNA Out.
Member contributed content is in one of the following forms:
- Members only news article, viewable by registered and verified members who are logged on to the website
- Public news article, visible to everyone on the web including search engines
- Discussion forums to share ideas with outher USNA Out members
- USNA Out profile pages
- Comments on public or members only news articles as permitted by individual pages.
Posting privacy considerations. Public posts should not contain the names, situations which identify particular individuals or photographs of members unless those members have granted permission to be publicly identified. Members who have public profiles or have granted permission to appear in mainstream media have in effect already granted this permission. Names listed film credits are not permission.
Inappropriate content. The following are examples of inappropriate content:
- Personal business either for profit or non profit.
- Statements voicing opinions on partisan political issues.
- Statements regarding candidates or candidacies for public office.
- Statements that impugn or attack others (with exception of Army-Navy rivalries).
The content administrators reserve the right to not approve or remove content or portions of content considered inappropriate.
Members’ Responsibilities
Guidelines of Conduct by Members[d]
This section is no more than a collection of thoughts/links……. Certainly not ready for any review.