Barfleet By-Laws

By-Laws
Barfleet Enterprises, Inc.
A Non-Profit Corporation in the State of Ohio

Article I
NAME AND MEMBERSHIP

  1. Name of Organization

The name of this organization is the Barfleet Enterprises, Inc., referred to in these by-laws as “the Association.”

  1. Classifications of Members
    The Association shall consist of three (3) classes of membership as follows:

A. Regular Membership
Regular members are the members of the association that do not currently serve as a member of any of the Chapters of the Association.
B. Chapter Membership
Each Chapter (ship/base) is considered a member of the Association and is treated as a Regular Member of the Association, except where indicated differently within this document.
C. Honorary Membership
Honorary Members shall hold no office, wield no responsibility, and pay no dues of the Association. Honorary Membership is reserved for those members upon whom the Board of Trustees wishes to bestow this classification of membership. An Honorary Member may not also be an active member in a chapter (ship/base).

Membership Entitlements
All members, with the exception of Honorary Members, shall pay annual dues as determined by the Board of Trustees, payable in advance, on the date set by the Board of Trustees for each year.

  1. Rank Structure
    The Association is organized with a Rank Structure similar to that used by various military organizations. There are four levels of rank within the Association’s structure:

A. Command Officers
Command Officers hold the Rank of Commander and above. These Officers constitute the Executive Committee of the Association and are the heads of the various departments of the Association. The following Ranks constitute the Command Officers:

Commodore (CMDRE) – There are always two Commodores. These are the President and Vice-President of the Association based on seniority.  
Captain (CAPT) – The rank of Captain is usually reserved for the Commanding Officer of each Chapter. The Commodores and all Captains of the Chapters constitute the Board of Trustees of the Association. The rank of Captain can be assigned to department heads of the Association as a reward for long and / or exceptional service to the Association.
Commander (CDR) – Those with the rank of Commander are heads of the various departments of the Association. One Commander in each Chapter is designated the Executive Officer of that Chapter and functions as second in command. 

B. Junior Officers
Junior Officers hold a rank between Lieutenant Commander and Ensign. The officers are the functionaries of each department. They report to the Commander in charge of their department. The ranks that constitute the Junior Officer Corps are as follows:

Lieutenant Commander (LCDR) Lieutenant (LT)
Lieutenant Junior Grade (LTJG)
Ensign (ENS)

C. Crew / Staff
Crew and Staff Members are given the Rank of Crewman. They are assigned to a department and are also functionaries of that department.

D. Flag Officers (Honorary Rank)
The Rank of Admiral (ADM) is reserved for those Honorary Members who provide exemplary service to the Association, and are recognized by the Command Officers for these services.

  1. Chapter Structure
    Any approved group of potential members can form a chapter (ship / base) with its own name, operating within the Barfleet Enterprises, Inc. chain of command. As such, the Board of Trustees of the Association can call a special meeting of the membership of any chapter (ship/base), for any lawful purpose, with notice of the time and place of said meeting to be served, either personally or by mail or electronic mail, not less than ten (10) nor more than forty (40) days prior to said meeting.
    These chapters, however, are separate legal entities and are treated as regular members of the Association except where indicated differently within this document. The Association is not liable for the acts of members in these chapters, or any results thereof.

To qualify as a chapter (ship/base), the group must have the following officers and departments:
• Captain – The Commanding Officer of the Chapter.
• Executive Officer
• Chief Security Officer
• Chief Medical Officer
• Chief Engineering Officer

The chapter will pay annual dues as determined by the Board of Trustees, payable in advance, on the date set by the Board of Trustees for each year. The President of each chapter (ship/base), or another member in good standing of that chapter duly elected or appointed in accordance with that chapter’s By-Laws, will hold a seat on the Board of Trustees of the Association.

Removal of a Chapter (Ship/Base)
A. Removal for Cause. Any Chapter (ship / base) may be removed or suspended from membership by the affirmative vote of two-thirds (2/3) of the Board of Trustees, at a meeting at which such removal is to be voted on, for conduct detrimental to the interests of the Association, for lack of sympathy with its objectives, or refusal to render reasonable assistance in carrying out its purposes. Any such chapter proposed to be removed is entitled to at least ten (10) days’ notice in writing by mail or electronic mail of the meeting at which removal is to be voted upon and shall be entitled to appear before the board and be heard. Failure to appear before the Board shall constitute a waiver for a hearing.

B. Removal for Non-Payment of Dues, or Non-Participation by Chapters. After a period of time as determined by the Board of Trustees, a chapter, and thereby its members, may be dropped from membership for non-payment of dues and a fine as determined by the Board of Trustees shall be imposed for re-instatement as a chapter of any class.

  1. Annual Meeting of Members
    The annual meeting of the members of the Association shall be held in the place determined by the Board of Trustees once each year, for the purpose of electing officers, and for the transaction of such other business as may properly come before the meeting.

  2. Notice of Annual Meeting
    Notice of the time and place of the annual meeting shall be served, either personally or by mail or electronic mail, not less than ten (10) nor more than forty (40) days before the meeting upon each person who appears upon the books of the Association as a member, and, if mailed, such notice shall be directed to the member at the member’s address as it appears on the books of the Association, unless the member shall have filed with the Secretary of the Association a written request that notices intended for the member be mailed to some other address, in which case the notice shall be mailed to the address designated in such request.

  3. Special Meetings
    Special meetings of the members, other than those regulated by statute, may be called at any time by the President or Vice President or by two trustees, and must be called by the President or Secretary on receipt of the written request of one-third (1/3) of the members of the Association.

  4. Notice of Special Meetings
    Notice of a special meeting stating the time, place, and purpose thereof shall be served personally or by mail upon each member residing within the United States, not less than five (5) nor more than forty (40) days before such meeting, and, if mailed, such notice shall be directed to each member at the address as it appears in the books or records of the Association, unless the member shall have filed with the Secretary of the Association a written request that notices intended for the member shall be mailed to some other address, in which case the notice shall be mailed to the address designated in such request.

  5. Quorum
    At any meeting of the Association the presence of two-thirds (2/3) of the members in person or by proxy shall be necessary to constitute a quorum for all purposes except as otherwise provided by law, and the act of a majority of the members present at any meeting at which there is a quorum shall be the act of the full membership except as may be otherwise specifically provided by statute or by these by-laws. In the absence of a quorum, or when a quorum is present, a meeting may be adjourned from time to time by vote of a majority of the members of the Association present in person or by proxy, without notice other than by announcement at the meeting and without further notice to any absent member. At any reconvened meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

  6. Voting
    At every meeting of members each member shall be entitled to vote in person, or by proxy duly appointed by instrument in writing which is subscribed by such member and which bears a date not more than eleven (11) months prior to such meeting, unless such instrument provides for a longer period. Each member of the Association shall be entitled to one vote. Upon the demand of any member, the vote upon any question before the meeting shall be by ballot. All elections shall be had and all questions decided by a majority vote of the members present in person or by proxy, unless a different majority is stipulated elsewhere in this document.

  7. Waiver of Notice
    Whenever under the provisions of any laws or under the provisions of the Articles of Incorporation or by-laws of this Association, the Association or the Board of Trustees or any committee thereof is authorized to take any action after notice to the members of the Association or after the lapse of a prescribed period of time, such action may be taken without notice and without the lapse of any period of time, if at any time before or after such action be completed, such requirements be waived in writing by the person or persons entitled to such notice or entitled to participate in the action to be taken or by such member’s attorney thereunto authorized.

  8. Inspectors of Election
    The members may at each annual meeting elect or appoint two (2) persons (who need not be members) to serve as inspectors of election, and if any inspectors shall refuse to serve or shall not be present, the meeting may appoint an inspector in such person’s place.

  9. Removal of Members
    A. Removal for Cause. Any Regular or Chapter member may be removed or suspended from membership by the affirmative vote of two-thirds (2/3) of the Board of Trustees, at a meeting at which such removal is to be voted on, for conduct detrimental to the interests of the Association, for lack of sympathy with its objectives, or refusal to render reasonable assistance in carrying out its purposes. Any such member proposed to be removed is entitled to at least ten (10) days’ notice in writing by mail of the meeting at which removal is to be voted upon and shall be entitled to appear before the board and be heard. Failure to appear before the Board shall constitute a waiver for a hearing.

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p>B. Removal for Non-Payment of Dues, or Non-Participation by Associate Members. After a period of time as determined by the Board of Trustees, a member of any class may be dropped from membership for non-payment of dues and a fine as determined by the Board of Trustees shall be imposed for re-instatement as a member of any class.

Article II

TRUSTEES
The business and property of the Association shall be managed and controlled by a Board of Trustees
1. Appointment
The Board of Trustees shall be appointed based on position within the Association. The following positions will constitute the Board of Trustees:

• President of the Association
• Vice-President of the Association
• Presidents of all Chapters (Ships / Bases) of the Association. A chapter may elect a different representative to the Board of Trustees, but that chapter’s By-Laws must reflect a means by which this election is to be carried out, and only one member from each chapter (ship/base) can serve on the Board of Trustees of the Association.

  1. Resignation
    Any Trustee may resign at any time by giving written notice of such resignation to the Board of Trustees.

  2. Special Meetings
    Special meetings of the Board of Trustees may be called by the President or Vice President and must be called by either of them on the written request of any member of the Board.

  3. Notice of Meetings
    Notice of all Trustees’ meetings, except as herein otherwise provided, shall be given by either personally or by mail or electronic mail, at least ten (10) days before the meeting to the usual business or residence of the Trustees, but such notice may be waived by any Trustee. Regular meetings of the Board of Trustees may be held without notice at such time and place as shall be determined by the Board. Any business may be transacted at any Trustees’ meeting. At any meeting at which every Trustee shall be present, even though without any notice or waiver thereof, any business may be transacted.

  4. Chairman
    At all meetings of the Board of Trustees, the President, or in the absence of the President, the Vice-President shall preside.

  5. Quorum
    At all meetings of the Board of Trustees, a 2/3 majority of the Trustees shall be necessary and sufficient to constitute a quorum for the transaction of business and the act of a majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Board of Trustees, except as may be otherwise specifically provided by statute or these by-laws. If at any meeting there is less than a quorum present, a majority of those present may adjourn the meeting from time to time without further notice to any absent Trustee. At any reconvened meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.

  6. Powers
    All the corporate powers, except such as are otherwise provided for in these by-laws and in the laws of the State of Ohio, shall be and are hereby vested in and shall be exercised by the Board of Trustees. The Board of Trustees may by general resolution delegate to committees of their own number, or to officers of the Association, such powers as they may see fit.

  7. Removal
    Any Trustee may be removed from the Board of Trustees by the affirmative vote of two-thirds (2/3) of the full Board of Trustees, registered in person at any regular or special meeting called for that purpose, for conduct detrimental to the interests of the Association, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any such Trustee proposed to be removed shall be entitled to at least ten (10) days’ notice either personally or by mail or electronic mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting.

  8. Contracts and Services
    The Trustees and officers of the Association may be interested directly or indirectly in any contract relating to or incidental to the operations conducted by the Association, and may freely make contracts, enter transactions, or otherwise act for and on behalf of the Association, notwithstanding that they may also be acting as individuals, or as trustees of trusts, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, directors, or otherwise; provided, however, that any contract, transaction or act on behalf of the Association in a matter in which the Trustees or officers are personally interested as
    shareholders, directors, or otherwise shall be at arm’s length and not in violation of the proscriptions in the Articles of Incorporation against the Association’s use or application of its funds for private benefits; and provided further that no contract, transaction, or act shall be taken on behalf of the Association if such contract, transaction or act is a prohibited transaction or would result in the denial of the tax exemption under Section 503 or Section 507 of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended. In no event, however, shall any person or other entity dealing with the Trustees or officers be obligated to inquire into the authority of the Trustees and officers to enter into and consummate any contract, transaction or other action.

Article III

OFFICERS
1. Number
The officers of the Association shall be the President, Vice President, Secretary, Treasurer, and such other officers with such powers and duties not inconsistent with these by-laws as may be appointed and determined by the Board of Trustees. The same person may hold any two offices, except those of President and Vice President.

  1. Election, Term of Office and Qualifications
    The Secretary and the Treasurer shall be elected biennially, for two-year terms, by the Board of Trustees at the Annual Meeting at which their term expires. The first elected Secretary will serve a one year term so as to alternate the terms of these officers.
    The President and Vice President are appointed by 2/3 majority of the full Board of Trustees.

  2. Vacancies
    In case any office of the Association becomes vacant by death, resignation, retirement, disqualification, or any other cause, a majority of the Trustees then in office may elect an officer to fill such a vacancy, and the officer so elected shall hold office and serve until the Annual Meeting of the Association next succeeding and until the election of said person’s successor. The Vice President serves as the interim President should that office be vacated for any reason, and an interim Vice President will be appointed by the Board of Trustees.

  3. President
    The President shall preside at all meetings of the Board of Trustees. The President shall have and exercise general charge and supervision of the affairs of the Association and shall do and perform such other duties as may be assigned to the President by the Board of Trustees. The President serves the Association until he / she is unable, resigns or is removed from the office for cause (as described herein) or any other reason. The President of the Association cannot be a serving President of a Chapter (Ship/Base) of the Association.

  4. Vice President
    At the request of the President, or in the event of the absence or disability of the President, the Vice President shall perform duties and possess and exercise the powers of the President; and to the extent authorized by law, the Vice President shall have such other powers as the Board of Trustees may determine, and shall perform such other duties as may be assigned to the Vice President by the Board of Trustees. The Vice President serves the Association until he / she is unable, resigns or is removed from the office for cause (as described herein) or any other reason. The Vice President of the Association cannot be a serving President of a Chapter (Ship/Base) of the Association.

  5. Secretary
    The Secretary shall have charge of such books, documents and papers as the Board of Trustees may determine. The Secretary shall attend and keep minutes of all the meetings of the Board of Trustees. He or she shall keep a record, containing the names, alphabetically arranged, of all persons who are members of the Association, showing their places of residence. The Secretary may sign with the President or Vice-President, in the name and on behalf of the Association, any contracts or agreements authorized by the Board of Trustees. He or she shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Trustees, and shall do and perform other duties as may be assigned to the Secretary by the Board of Trustees.

  6. Treasurer
    The Treasurer shall have the custody of all funds, property and securities of the Association, subject to such regulations as may be imposed by the Board of Trustees. The Treasurer may be required to give bond for the faithful performance of duties, in such sum and with such sureties as the Board of Trustees may require. When necessary or proper he or she may endorse on behalf of the Association for collection, checks, notes and other obligations and shall deposit the same to the credit of the Association at such bank or banks or depository as the Board of Trustees may designate. The Treasurer shall sign all receipts and vouchers and, together with such other officer or officers, if any, as shall be designated by the Board of Trustees; he or she shall sign all checks of the Association and all bills of exchange and promissory notes issued by the Association, except in cases where the signing and execution thereof shall be expressly designated by the Board of Trustees or by these by-laws to some other officers or agent of the Association. The
    Treasurer shall make such payments as may be necessary or proper to be made on behalf of the Association. He or she shall enter regularly on the books of the Association to be kept by the Treasurer a full and accurate account of all moneys and obligations received and paid or incurred by him or her for or on account of the Association, and he or she shall exhibit such books at all reasonable times to any Trustee on application at the offices of the Association. At the April meeting of the Board of Trustees the Treasurer shall render a duly audited accounting, copies of which shall have been sent to each Trustee with a notice of such meeting. The Treasurer shall also render a statement at such meeting of the Board of Trustees and shall supply such further information as they shall require in regard to the finances of the Association. He or she shall, in general, perform all the duties incident to the office of Treasurer, subject to the control of the Board of Trustees.

  7. Removal
    Any officer may be removed from office by the affirmative vote of two-thirds (2/3) of all the Trustees at any regular or special meeting called for that purpose, for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the Association, or lack of sympathy with its objectives or for refusal to render reasonable assistance in carrying out its purposes. Any officer proposed to be removed shall be entitled to at least ten (10) days’ notice in writing by mail or electronic mail of the meeting of the Board of Trustees at which such removal is to be voted upon and shall be entitled to appeal before and be heard by the Board of Trustees at such meeting. Failure to appear before the Board of Trustees shall constitute a waiver for a hearing.

Article IV

AGENTS AND REPRESENTATIVES
The Board of Trustees may appoint such agents and representatives of the Association with such powers and to perform such acts or duties on behalf of the Association as the Board of Trustees may see fit, so far as may be consistent with these by-laws, to the extent authorized or permitted by law.

Article V

CONTRACTS
The Board of Trustees, except as in these by-laws otherwise provided, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to a specific instance; and unless so authorized by the Board of Trustees, no officer, agent, or employee shall have any power or authority to bind the Association by any contract or engagement, or to pledge its credit, or render it liable monetarily for any purpose or to any amount.

Article VI

EXECUTIVE COMMITTEE
The Executive Committee shall consist of the officers of the Association (President, Vice President, Secretary and Treasurer) duly elected or appointed by the Board of Trustees as described in these By-Laws. This committee shall have full power to manage and control the entire business of the Association when the Board of Trustees is not in session. It shall plan for the expenditures of the Association; it shall present a yearly budget and be responsible for investigating and reporting on any suggested and extraordinary expenditures of the Association; it shall report to the Board of Trustees at each regular meeting, it shall employ such employees as may be required to carry out the policies established by the Board of Trustees and shall fix the compensation of such employees subject to the approval of the Board of Trustees.

Article VII

ADVISORY COMMITTEES
The Board of Trustees may appoint from its number, or from among such persons as the Board may see fit, one or more advisory committees, and at any time may appoint additional members thereto. The members of any such committee shall serve at the pleasure of the Board of Trustees. Such advisory committees shall advise with and aid the officers of the Association in all matters designated by the Board of Trustees. Each such committee may, subject to the approval of the Board of Trustees, prescribe rules and regulations for the call and conduct of meetings of the committee and other matters relating to its procedure.

Article VIII

DURATION
The duration of the existence of the Association shall be perpetual.

Article IX

FISCAL YEAR
The fiscal year of the Association shall commence on January 1 and end on December 31 of each year.

Article X

PROHIBITION AGAINST SHARING IN CORPORATE EARNINGS
No Member, Trustee, officer or employee of or a Member of a committee of or a person connected with the Association or any other private individual shall receive at any time any of the net earnings or pecuniary profits from the operations of the Association, provided that this shall not prevent the payment to any such person of such reasonable compensation for services rendered to or for the Association in effecting any of its purposes as shall be fixed by the Board of Trustees; and no such person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Association. All Members of the Association shall be deemed to have expressly consented and agreed that upon such dissolution or winding up of the affairs of the Association, whether voluntary or involuntary, the assets of the Association, after all debts have been satisfied, then remaining in the hands of the Board of Trustees shall be distributed, transferred, conveyed, delivered, and paid over in such amounts as the Board of Trustees may determine or as may be determined by a court of competent jurisdiction upon application of the Board of Trustees, exclusively to charitable, religious, scientific, testing for public safety, literary, or educational organizations which would then qualify under the provisions of Section 501(c) (3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or to any such organization that would then qualify under the provision of Section 501(c) (7), if such organization is a successor in interest to the Association.

Article XI

PERSONAL LIABILITY
No member, officer or Trustee of the Association shall be personally liable for the debts or obligations of the Association of any nature whatsoever, nor shall any of the property of the members, officers or Trustees be subject to payment of the debts or obligations of the Association

Article XII

AMENDMENTS
The Board of Trustees shall have the power to make, alter, amend, and repeal the by-laws of the Association by affirmative vote of the majority of the Board, provided, however, that the action is proposed at a regular or special meeting of the Board and adopted at a subsequent regular meeting, except as otherwise provided by law.

Article XIII

EXEMPT ACTIVITIES
Notwithstanding any other provisions of these by-laws, no member, Trustee, officer, employee, or representative of this Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501(c) (7) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter by amended.