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Bylaws

ARTICLE I

NAME AND LOCATION

The name of this organization shall be Historic Naval Ships Association, Inc. (“the Association”), a 501(c) 3 non-profit organization incorporated in Maryland. Offices of the Association shall be in Annapolis, Maryland and/or in such other localities as may be determined by the Board of Directors. The mailing address will be: Historic Naval Ships Association, Inc., 626 C Admiral Drive, Box 320, Annapolis, MD 21401-21251.

ARTICLE II

OBJECTIVES

The objectives of the Association shall be:

  • To educate the public on the rich naval maritime heritage of the member ships; the roles the ships have played in their countries’ histories; and the importance of preserving historic naval ships for future generations.
  • To foster the exchange of information and experiences among the member ship staffs to enable them to develop and conduct educational programs to spread knowledge of their histories to the public.
  • To provide information, assistance and support to the member ship staffs to enable them to manage and operate their facilities in the most efficient manner possible.

ARTICLE III

MEMBERSHIP

SECTION 1: QUALIFICATIONS FOR MEMBERSHIP

Membership in the Association shall be available to any association, corporation, firm or individual interested in promoting the preservation and display of historic naval ships to educate the public, and who agrees to abide by these bylaws and render prompt payment of dues as required by the Board of Directors.

SECTION 2: CLASSES OF MEMBERSHIP

FLEET MEMBERSHIP is available to any Non-profit Organization in the United States or any International Organization, either host government or non-government sponsored, with a historic naval vessel that has played a role in the defense of its country. The vessel shall be open to the public on a regular schedule or shall be working toward that objective. The primary purpose of the organization shall be maritime heritage education of the public.

Each Fleet Member shall appoint a person who is associated with it as its designated representative. These persons shall be entitled to all benefits and privileges of membership, including, but not limited to, the right to vote at Association meetings and to hold elective office.

ASSOCIATE MEMBERSHIP is available to any organization whose objectives are compatible with the objectives of the Association. Each Associate Member shall designate a person who is associated with it to represent that organization. These persons shall be entitled to all benefits and privileges of membership. They shall have the right to hold elective office as specified in ARTICLE VI, SECTION 2 and ARTICLE VIII, SECTIONS 1 and 2.

INDIVIDUAL MEMBERSHIP is available to persons who have interests compatible with the objectives of the Association. Individual Members shall be entitled to all benefits and privileges of membership. They shall have the right to hold elective office only as specified in ARTICLE VI, SECTION 2 and ARTICLE VIII, SECTIONS 1 and 2.

HONORARY MEMBERS are persons approved by the Board of Directors in recognition of significant contributions to the Association or to the Board of Directors. They are confirmed by a three-quarters majority of the voting members at the next scheduled general meeting of the Association. Honorary Members shall not pay dues nor hold elective office.

SECTION 3: REMOVAL AND RESIGNATION

Members of any class may be removed from membership by the Board of Directors for cause by a simple majority vote. For cause removal can be triggered by non-payment of dues, or failure to maintain the requirements for membership or for serious ethical violations.  Removal shall occur only after the member complained against has been advised of the lodged complaint and has been given reasonable opportunity for defense, first in writing to the Association office, and next by appearance before the Board of Directors.

SECTION 4: REINSTATEMENT

A former member desiring reinstatement may be considered for such reinstatement by the Board of Directors upon full payment of all dues in arrears and upon completion of an application for membership as required by the Board of Directors.

ARTICLE IV

DUES

SECTION 1. Dues shall be as recommended by the Board of Directors and approved by a simple majority of the voting members at the next scheduled general meeting of the Association. They shall be payable at the time of application for membership and as invoiced annually for renewal of membership. Dues for Fleet Members shall be on a fiscal year basis (October 1 through September 30) and will be prorated for new members. Dues for Associate Members shall be on a calendar year basis (January 1 through December 31) and will be prorated for new members. Individual members will receive renewal billings for dues during the anniversary month of their original membership submission.

SECTION 2. The primary purpose of the dues shall be to fund the routine administration and operation of the Association. In the event that special projects are approved by the Association, a special assessment may be laid upon the Fleet Members. This amount shall be established and justified by the Board of Directors. Approval shall be by a simple majority of the voting members at a general meeting. These funds shall be expended only to fulfill the objectives of the Association as stated by these bylaws. Deviations from these objectives shall be approved only by a simple majority of the voting members at a general meeting of the Association.

SECTION 3. Members shall be considered delinquent in their membership if dues remain unpaid ninety days after being invoiced and shall be subject to forfeiture of all membership benefits on and after determination of such delinquency.

ARTICLE V

GENERAL MEETINGS

SECTION 1. The Annual Meeting of the Association shall be held at such time and place as determined by the Board of Directors. It shall normally take place during the annual conference of the Association, nominally in the autumn of each year. Board members shall be elected and reports of the President, Secretary-Treasurer and the chairs of all standing and special committees shall be received and acted upon. The order of business at the Annual Meeting shall be as follows: (1) reading of minutes of last Annual Meeting and any other meetings subsequent thereto; (2) communications; (3) reports; (4) resolutions; (5) elections; (6) old business; and (7) new business.

SECTION 2. To address emerging issues, special meetings of the Board of Directors of the Association may be called by the President, Board of Directors or written request of the Fleet Membership, provided such written request is signed by a minimum of ten Fleet Members and delivered by Registered Mail to the office of the Association citing the reason for the meeting. On receipt of such request, the President, or failing the President, the Vice President of the Association within thirty days, shall call a special meeting  of the Board of Directors (may be electronic including teleconference or webinar) to address the issues raised. No other business may be conducted at this special Board of Directors meeting.

SECTION 3. Written notice of any general meeting of the membership shall be mailed to the last known address of each member. Sending an electronic mail (e-mail) to the email address of record for the individual constitutes notification for the purposes of any meeting (regular or special) notification. Notice of meetings of the Association or the Board of Directors, either General or Special, may be transmitted electronically, if electronic notice has been designated as the preferred method of notice by the Fleet, Associate or the Individual Member. A copy of the designation will be retained by the Secretary.

SECTION 4. At all general meetings of the Association, each Fleet Member in good standing shall be entitled to one vote and said members must be present to vote, except as noted in subsequent sections of these bylaws. A simple majority vote of those present and eligible to vote shall govern.

SECTION 5. At all general meetings of the membership, a quorum shall consist of ten voting Fleet members.

SECTION 6. Proxies, certifying members present (for either establishing a quorum or for voting on matters of business), for Directors and Association meetings are allowed, provided the proxies have been received by the Secretary of the Association before the start of the meeting prescribed. Proxies can be mailed, facsimile transmitted (faxed) or electronically scanned and transmitted to the Secretary’s mailing address or electronic mail of record.  The proxies will be signed by the individual member. Proxies will normally provide for the selection naming of the President of the Association  or an alternate and will only be in effect if the individual for whom the proxy is submitted is absent from the particular meeting.

SECTION 7. Parliamentary procedure for all meetings of the Association shall follow Roberts Rules of Order.

ARTICLE VI

OFFICERS

SECTION 1. The elected officers shall be a President, a Vice President, a Secretary and a Treasurer. These officers and the Immediate Past President shall constitute the Executive Committee. The officers shall be elected by the voting membership at the Annual Meeting. Each officer shall serve a term of two years beginning with installation, or until a successor has been duly elected and installed. Nothing herein shall prevent an officer from being elected to successive terms of office.

SECTION 2. The designated representative of any Fleet Member in good standing shall be eligible for election as an officer or director- at-large of the Association. The designated representative of any Associate Member in good-standing, and any Individual Member in good-standing shall be eligible for election as an officer or the Associate Member and Individual Member Director positions, respectively, on the Board of Directors. The Nominating Committee shall submit a slate of candidates for officers and directors-at-large for approval by the Board of Directors. Nominations may be made from the floor by any Fleet Member in good standing. Vacancies in any elected office may be filled for the balance of the term by vote of the Board of Directors. The Board of Directors, in its discretion, by a simple majority vote of its members, may remove any officer or director – from office for cause as per Article III, Section 3 above.

ARTICLE VII

DUTIES OF OFFICERS OF THE ASSOCIATION

SECTION 1. President: The President shall serve as chairman of the Executive Committee and Board of Directors; shall preside at all meetings of those bodies as well as the general meetings of the membership; shall serve as a member, ex-officio with right to vote, on all committees except the Nominating Committee; and shall make all necessary committee appointments and perform such other duties as may be assigned by the Board of Directors.

SECTION 2. Vice President: The Vice President shall assist the President by advice and otherwise and, in the absence or incapacity of the President, shall discharge the duties of the President. The Vice President shall perform such duties as assigned by the President and the Board of Directors.

SECTION 3. Secretary: The Secretary shall ensure the forwarding of notices of all meetings to the members; certify proxies as received; certify a quorum present for all meetings of the Board of Directors or the Association for the purposes of conducting business; ensure that a record of the proceedings is made, and maintain correspondence and report files of the Association. The Secretary shall perform such additional duties as may be assigned by the President and/or the Board of Directors.

SECTION 4. Treasurer: The Treasurer shall be responsible for the maintenance and presentation of financial records and statements of the Association to the Board of Directors at their meetings and to the membership at the Annual Meeting; shall review the proposed annual budget from the Chief Executive Officer; submit any recommendations for changes in compensation of the Chief Executive Officer to the Executive Committee;  review the proposed Form 990 for the Association prior to submitting it to the Directors for their review;  and shall perform such additional duties as may be assigned by the President and/or the Board of Directors. The Board of Directors may assign routine accounting duties to the Executive Staff, under the supervision of the Treasurer.

SECTION 5. Immediate Past President: The Immediate Past President shall assist the President by advice and otherwise, and in the absence or incapacity of the President or Vice President, shall discharge the duties of the Vice President.  The Immediate Past President will be a voting member of the Board of Directors.

SECTION 6. The Executive Committee: The Executive Committee shall be authorized to conduct the business of the Association in behalf of the Board of Directors provided any actions taken are duly reported to the Board of Directors and as a minimum, review the compensation of the Chief Executive Officer annually.

ARTICLE VIII

BOARD OF DIRECTORS

SECTION 1. The governing body of the Association shall be the Board of Directors. The Board of Directors shall consist of the officers of the Association and up to eighteen directors at large. Twelve directors representing Fleet members are required and a maximum of six combined Associate or Individual directors may serve on the Board of Directors. All have voting privileges.

SECTION 2. Directors at large shall be elected to serve for a term of three years.

SECTION 3. On-site meetings of the Board of Directors shall be held at least annually and at such other times and locations as designated by the President or the request of nine of the current directors. Notice of all on-site meetings of the Board of Directors shall be sent at least thirty days prior to such meeting and may be sent and received electronically. Proxies, certifying members present, can be used to certify a quorum and/or conduct the Association’s business.

SECTION 4. Meetings of the Board of Directors may be conducted by facsimile/electronic mail (e-mail) or telephone/electronic conference calls provided that advance written notice of the meeting provides a detailed agenda and supporting information on the matters to be discussed. Full discussion of the issues must occur either verbally or in written/electronic comments. Minutes detailing issues addressed, comments and actions taken shall be sent to each member of the Board of Directors. Electronic mail shall be considered “written” correspondence.

SECTION 5.  Normally, Board of Directors meetings are open to the Association membership including submitted materials, minutes, comments and statements before the Board; however, occasionally the Board of Directors will require an Executive Session which will be “closed” to all non-Board of Directors.  During the “Closed Session” the statements, comments, submitted materials and minutes will not be made available to the General Membership unless specifically authorized by simple majority vote of the Directors.

SECTION 6. Minutes of meetings of the Board of Directors shall be presented to and ratified by the voting members at the next general meeting.

SECTION 7. A quorum for official business at any meeting of the Board of Directors shall consist of nine Fleet members, plus one Associate or Individual membership director. Proxies received and certified by the Secretary of the Association, designating members present, can be used to certify a quorum and/or conduct the Association’s business.  Attendance, physical, telephonic or electronic, at a meeting nullifies a member’s proxy.

SECTION 8. Any official action to be taken by the Board of Directors at meetings conducted by the means described in SECTION 4 above shall have at least a simple majority vote, unless otherwise specified herein, to be valid.

SECTION 9 Any vacancy created on the Board of Directors shall be filled by the Board of Directors at a regular or special meeting and a director so elected shall serve until the next Annual Meeting or until a successor is elected and installed.

SECTION 10. Members of the Board of Directors shall serve without compensation for their services. The Board of Directors may, however, authorize reimbursement for actual travel expenses incurred by directors for official business of the Association. Reimbursement shall be at such rate and under such conditions as approved by the Board of Directors.

SECTION 11. The Board of Directors may from time to time designate Fleet Members to serve in an ex-officio capacity on the Board of Directors with right to vote. The term of appointment shall be for one year. The Board of Directors shall review and ratify all such ex-officio appointments on an annual basis in order to ensure there is reasonable justification for continued service.

SECTION 12. All Past Presidents of the Association shall be considered ex-officio and non-voting, members of the Board of Directors.

ARTICLE IX

EXECUTIVE STAFF

SECTION 1. The Board of Directors is empowered to employ a Chief Executive Officer, and  if required a Secretary and such other staff members as deemed necessary for management and administration of the Association under such terms and conditions as agreed to by the Board of Directors. Executive Staff members may be compensated for their services to the Association.

SECTION 2. The Chief Executive Officer, when employed, shall perform general management of the affairs of the Association; shall submit a proposed annual operating budget to the Treasurer for review and approval by the Board of Directors at the annual meeting of the Association; and shall see that all orders and resolutions of the Board of Directors are carried out. The Chief Executive Officer shall be selected by the simple majority vote of the Board of Directors. The Chief Executive Officer shall have such other powers and shall perform such other duties as shall be assigned by the Board of Directors, the Executive Committee or the President. The Chief Executive Officer shall serve, ex-officio, as a non-voting member of the Executive Committee and Board of Directors.

SECTION 3. The Executive Secretary, when employed, shall assist the Board of Directors in the business of the Association. The Executive Secretary shall attend all sessions of the Executive Committee, the Board of Directors, and the general membership; and shall record all votes and minutes of such proceedings. The Executive Secretary shall give or cause to be given notice of all meetings of the Executive Committee, the Board of Directors and the general membership and shall perform such other duties as shall be assigned by the Board of Directors, the Executive Committee or the President.

SECTION 4. Compensation levels for paid Executive Staff members shall be as recommended by the Board of Directors and approved at a regular meeting of the Association.

ARTICLE X

COMMITTEES

SECTION 1. Nominating Committee: The President shall appoint a Nominating Committee consisting of at least three designated representatives of Fleet Member organizations.

SECTION 2. Standing committees: The standing committees shall be (1) an Education Committee; (2) a Preservation Committee; (3) a Communications/Website/Social Media Committee; (4) a Nominating Committee and (5) a Marketing/ Membership Committee. The President will appoint members to the standing committees if not otherwise constituted. The President may designate committee chairs.

SECTION 3. Special committees: The President may establish and appoint members to special committees to carry out specific projects or conduct specific items of business for the Association. An example includes an Audit Committee for the purposes of reviewing the Form 990.

SECTION 4. Any person associated with a Fleet Member or Associate Member organization, on the Executive Staff, or who is an Individual or Honorary Member, shall be eligible to serve on standing and special committees.

ARTICLE XI

FINANCE

SECTION 1. The fiscal year for the Association shall be as prescribed by the Board of Directors and will nominally be from 1 October to 30 September. The Form 990 will be submitted by 15 February following the end of the fiscal year.

SECTION 2. The Board of Directors may require such surety and performance bonds as are deemed necessary for the Association.

SECTION 3. All checks drawn against the accounts of the Association shall be signed by such staff and officers as designated by the Board of Directors.

SECTION 4. The Chief Executive Officer will be responsible for submitting a proposed annual budget for the Association to the Treasurer for review and submission to the Board of Directors.  The Board of Directors shall approve an annual operating budget and provide a copy of the approved budget to the membership at the Annual Meeting.

SECTION 5. The Board of Directors may appoint an Audit Committee or engage an independent auditor to audit the books of account of the Association at the end of the fiscal year or at such other times as are deemed appropriate.

ARTICLE XII

POLICIES

SECTION 1: Conflict of Interest Policy: The Board shall adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with Board-delegated powers.

SECTION 2:  Nondiscrimination Policy: The officers, directors, committee members, employees, and persons served by this corporation shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation.  It is the policy of Historic Naval Ships Association not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical disability, veteran’s status, political service or affiliation, color, religion, or national origin.

ARTICLE XIII

COUNTERTERRORISM AND DUE DILIGENCE POLICY 

SECTION 1: In furtherance of its exemption by contributions to other organizations, domestic or foreign, Historic Naval Ships Association shall stipulate how the funds will be used and shall require the recipient to provide the corporation with detailed records and financial proof of how the funds were used.

SECTION 2: Although adherence and compliance with the US Department of the Treasury’s publication, “Voluntary Best Practice for US. Based Charities,” is not mandatory, Historic Naval Ships Association willfully and voluntarily recognizes and puts to practice these guidelines and suggestions to reduce, develop, re-evaluate and strengthen a risk-based approach to guard against the threat of diversion of charitable funds or exploitation of charitable activity by terrorist organizations and their support networks.

SECTION 3: Historic Naval Ships Association shall also comply and put into practice the federal guidelines, suggestion, laws and limitation set forth by pre-existing U.S. legal requirements related to combating terrorist financing, which include, but are not limited to, various sanctions programs administered by the Office of Foreign Assets Control (OFAC) in regard to its foreign activities.

ARTICLE XIV

DOCUMENT RETENTION POLICY 

SECTION 1: Purpose: The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of Historic Naval Ships Association records.

SECTION 2: Policy:  General Guidelines. Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.

From time to time, Historic Naval Ships Association may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined by the Chief Executive Officer, primarily, by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.

SECTION 3:. Exception for Litigation Relevant Documents. Historic Naval Ships Association expects all officers, directors, and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers, directors, and employees should note the following general exception to any stated destruction schedule: If you believe, or the Historic Naval Ships Association informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.

SECTION 4:  Minimum Retention Periods for Specific Categories:

(a) Corporate Documents. Corporate records include the corporation’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.

(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the corporation’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.

(c) Employment Records/Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The corporation should also keep personnel files that reflect performance reviews and any complaints brought against the corporation or individual employees under applicable state and federal statutes. The corporation should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.

(d) Board and Board Committee Materials. Meeting minutes should be retained in perpetuity in the corporation’s minute book. A clean copy of all other Board and Board Committee materials should be kept for no less than three years by the corporation.

(e) Press Releases/Public Filings. The corporation should retain permanent copies of all press releases and publicly filed documents under the theory that the corporation should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the corporation.

(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.

(g) Marketing and Sales Documents. The corporation should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.

(h) Development/Intellectual Property and Trade Secrets. Should the Association develop what it considers to be a trade secret, a separate policy will be established to protect the rights of the Association.

(i) Contracts. Final, execution copies of all contracts entered into by the corporation should be retained. The corporation should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.

(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.

(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.

(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.

(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.

SECTION 5:  Electronic Mail: E-mail that needs to be saved should be either as printed in hard copy and kept in the appropriate file; or downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.

ARTICLE XV

Transparency and Accountability

Disclosure of Financial Information With The General Public 

SECTION 1:  Purpose: By making full and accurate information about its mission, activities, finances, and governance publicly available, Historic Naval Ships Association practices and encourages transparency and accountability to the general public. This policy will:

(a) indicate which documents and materials produced by the corporation are presumptively open to staff and/or the public

(b) indicate which documents and materials produced by the corporation are presumptively closed to staff and/or the public

(c) specify the procedures whereby the open/closed status of documents and materials can be altered.

SECTION 2:   Financial and IRS documents (The form 1023 and the form 990)

Historic Naval Ships Association shall follow the IRS regulations and procedures of the IRS of the United States and make the financial records (Form 1023, 990, or 990-T) available on GuideStar.

SECTION 3: Means and Conditions of Disclosure

Historic Naval Ships Association shall make “Widely Available” the aforementioned documents on its internet website: www.hnsa.org to be viewed and inspected by the general public unless available elsewhere.

Historic Naval Ships Association shall inform anyone requesting the information where this information can be found, including the web address. This information must be provided immediately for in-person requests and within 7 days for mailed requests.

SECTION 4: IRS Annual Information Returns (Form 990): Historic Naval Ships Association shall electronically submit the Form 990 to its board of directors for review prior to the filing of the Form 990. While neither the approval of the Form 990 or a review of the 990 is required under Federal law, the corporation’s Form 990 shall be submitted to each member of the board of director’s via (hard copy or email) at least 10 days before the Form 990 is filed with the IRS (15 February).

SECTION 5: Board:  All board deliberations shall be open to the public except as stated in Article VIII Section 5 above.

SECTION 6: Staff Records: All staff records shall be available for consultation by the staff member concerned or by their legal representatives; no staff records shall be made available to any person outside the corporation except the authorized governmental agencies; within the corporation, staff records shall be made available only to those persons with managerial or personnel responsibilities for that staff member, except that staff records shall be made available to the board when requested.

SECTION 7:  Donor Records:  All donor records shall be available for consultation by the members and donors concerned or by their legal representatives.  No donor records shall be made available to any other person outside the corporation except the authorized governmental agencies.  Within the corporation, donor records shall be made available only to those persons with managerial or personnel responsibilities for dealing with those donors, except that donor records shall be made available to the board when requested.

ARTICLE XVI

CODES OF ETHICS AND WHISTLEBLOWER POLICY

SECTION 1: Purpose: Historic Naval Ships Association requires and encourages directors, officers and employees to observe and practice high standards of business and personal ethics in the conduct of their duties and responsibilities. The employees and representatives of the corporation must practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations. It is the intent of Historic Naval Ships Association to adhere to all laws and regulations that apply to the corporation and the underlying purpose of this policy is to support the corporation’s goal of legal compliance. The support of all corporate staff is necessary to achieving compliance with various laws and regulations.

SECTION 2:  Reporting Violations: If any director, officer, staff or employee reasonably believes that some policy, practice, or activity of Historic Naval Ships Association is in violation of law, a written complaint must be filed by that person with the vice president or the board president.

SECTION 3: Acting in Good Faith: Anyone filing a complaint concerning a violation or suspected violation of the Code must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation of the Code. Any allegations that prove not to be substantiated and which prove to have been made maliciously or knowingly to be false shall be viewed as a serious disciplinary offense.

SECTION 4: Retaliation: Said person is protected from retaliation only if she/he brings the alleged unlawful activity, policy, or practice to the attention of Historic Naval Ships Association and provides the Historic Naval Ships Association with a reasonable opportunity to investigate and correct the alleged unlawful activity. The protection described below is only available to individuals that comply with this requirement.

(a) Historic Naval Ships Association shall not retaliate against any director, officer, staff or employee who in good faith, has made a protest or raised a complaint against some practice of Historic Naval Ships Association or of another individual or entity with whom Historic Naval Ships Association has a business relationship, on the basis of a reasonable belief that the practice is in violation of law, or a clear mandate of public policy.

(b) Historic Naval Ships Association shall not retaliate against any director, officer, staff or employee who disclose or threaten to disclose to a supervisor or a public body, any activity, policy, or practice of Historic Naval Ships Association that the individual reasonably believes is in violation of a law, or a rule, or regulation mandated pursuant to law or is in violation of a clear mandate of public policy concerning the health, safety, welfare, or protection of the environment.

SECTION 5: Confidentiality: Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

SECTION 6:  Handling of Reported Violations: The board president or vice president shall notify the sender and acknowledge receipt of the reported violation or suspected violation within five business days. All reports shall be promptly investigated by the board and its appointed committee and appropriate corrective action shall be taken if warranted by the investigation.

SECTION 7: This policy shall be made available to all directors, officers, staffs or employees and they shall have the opportunity to ask questions about the policy.

ARTICLE XVII

AMENDMENT OF ARTICLES OF INCORPORATION

DISSOLUTION

SECTION 1: An affirmative vote of three-quarters of the voting members is required to pass on the question of dissolution of the Association. Voting may be done by attendees at a general meeting or by notarized proxy. In the case of dissolution, the assets of the Association shall be distributed to one or more regularly organized and qualified tax-exempt organizations, to the Federal government, or to a state or local government for a public purpose.

ARTICLE XVIII

AMENDMENTS TO BYLAWS

SECTION 1: These bylaws may be amended by a two-thirds vote of the voting members at a general meeting of the Association provided that a notice of the motion to amend containing a verbatim copy of the proposed amendments be sent to the Executive Secretary at least twenty days prior to the meeting. The Executive Secretary shall mail a notice thereof together with the said verbatim copy of the proposed amendments to every voting member of the Association at least fifteen days prior to the said meeting.

These revised bylaws were approved at the Annual Meeting of the Association in Bremerton, Washington on September 23, 1994; amended at the Annual Meeting of the Association in Newport, Rhode Island on October 29, 1998; amended at the Annual Meeting of the Association in Wilmington, North Carolina on October 29, 2001; amended at the Annual Meeting of the Association in Keyport, Washington on September 16, 2003; amended at the Annual Meeting in Los Angeles, California on September 17, 2015, and amended at the Annual Meeting in Bremerton, Washington, on September 28, 2018.