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"There are good ships and wood ships, ships that sail the sea,
but the best ships are friendships, may they always be!" -Irish Proverb

BYLAWS

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PREAMBLE

We, the former crew members, embarked detachments and flag staff members; of the Heavy Cruiser, UNITED STATES SHIP TOLEDO CA-133 with the aims of: promoting and enhancing the memory and preserving the heritage of this great guardian of freedom, and promote camaraderie, respect, and fellowship among its members, and provide the means by which this camaraderie, respect and fellowship may be continued through the years, and uphold the principles and purpose of good citizenship by dedicating our allegiance to the United States of America and fidelity to its Constitution and Laws, and provide the means by which these aims can be continued throughout the years, do hereby establish, enact, publish and adopt these bylaws for and on behalf of the USS TOLEDO CA-133 ASSOCIATION.

ARTICLE I - NAME

The name of this association shall be the USS TOLEDO CA-133 ASSOCIATION. Herein referred to as “THE ASSOCIATION".

ARTICLE II - PURPOSE

THE ASSOCIATION shall be an unincorporated, fraternal, nonprofit organization, not affiliated with the U.S. Department of the Navy, which has as its sole purpose and intent the scheduling and conducting, at intervals to be determined by its membership, reunions and meetings of shipmates, and the establishment of communication within its membership, all as set forth in the Preamble of these bylaws.

ARTICLE III - OPERATING YEAR

The operating year of THE ASSOCIATION shall be from January first through December thirty first, each year.

ARTICLE IV - MEMBERSHIP

Full membership in THE ASSOCIATION shall be available to all former members of the ship’s company, embarked detachments and flag staff members of USS TOLEDO CA-133 during any period of commissioned service. Associate membership with all rights and privileges of full membership, except voting rights, shall be extended to widows of former members of THE ASSOCIATION.

ARTICLE V - OFFICERS

The officers of THE ASSOCIATION shall be: President, Vice President, and Secretary/Treasurer. The officers shall have full authority to conduct the business of THE ASSOCIATION. Officers shall be drawn from the membership and elected by a simple majority during the final business meeting at each reunion held by the membership. Officers shall serve until a successor is elected and installed. If an office becomes vacated for any reason, prior to the next election, the vacancy may be filled by appointment by the President of THE ASSOCIATION.

ARTICLE VI - BOARD OF DIRECTORS

The direction of THE ASSOCIATION shall be vested in the Board of Directors, which board shall consist of the elected officers and appointed officials. Appointed officials serve at the pleasure of the board. The board members shall be responsible for presentation of items for discussion and member concerns to be brought up at the next scheduled reunion, to the President.

ARTICLE VII - FINANCES

Annual dues for THE ASSOCIATION year or any part thereof shall be at a rate to be determined by the general membership, as required for the financial stability of the Association, except that dues received from new members after November 1st will be credited to the following year. The associate members shall not be required to pay any dues. Dues shall be payable to USS TOLEDO CA-133 ASSOCIATION.

ARTICLE VIII - BUSINESS MEETINGS

THE ASSOCIATION shall conduct general business meetings of its general membership during regular scheduled reunions at which time reports from officers and matters of concern submitted by members and the Board of Directors may be discussed. The general membership meeting shall also include an election of officers and appointment of area representatives, as required. The Board of Directors of THE ASSOCIATION shall conduct no less than one meeting at each scheduled reunion, and such other “called” meetings the President may deem appropriate and/or necessary.

ARTICLE IX - REUNIONS

Reunions shall be scheduled on a regular basis as a means to promote camaraderie, respect and fellowship among THE ASSOCIATION members. Nominations for the dates, frequency, and sites of future reunions will be determined by member surveys. Final selection of inclusive dates and site for the reunions will be voted on by the general membership present at the previous reunion general membership meeting. A Reunion Committee, consisting of the Association President, Vice President, Secretary/Treasurer, Area Director and State Representative, if selected, will be formed to plan and organize each reunion on the site selected by the general membership and dates to be determined by said committee.

ARTICLE X - DUTIES OF OFFICERS

PRESIDENT
The President shall be the Chief Executive Officer of THE ASSOCIATION. He shall be the presiding officer at all meetings of THE ASSOCIATION general membership and Board of Directors and shall prepare an agenda for each ASSOCIATION general membership meeting. He shall be authorized to sign checks. By nature of this office, he shall act as Chairman of the Reunion Committee. He will oversee the planning, organization and conducting of all reunion business. He shall promote and enhance the memory and heritage of USS TOLEDO CA-133. He shall promote Camaraderie, Respect and Fellowship among former Shipmates. He shall promote the respect and support for all elected Officers in their respective positions.
VICE-PRESIDENT
The Vice-President shall perform the duties of the President in his absence. By nature of this office, he shall be a member of the Reunion Committee and will participate in the planning, organization and conducting of all reunion business. He will direct the efforts of locating and recruiting former Shipmates. He will coordinate these efforts with the Association Secretary and the Area Directors.
SECRETARY/TREASURER
The Secretary/Treasurer shall maintain an accurate list of members of THE ASSOCIATION. The Secretary/Treasurer shall issue all notices necessary to the membership and shall handle all official correspondence for THE ASSOCIATION as directed by the President. The Secretary/ Treasurer shall record the minutes and keep a record of transactions at each general membership meeting and meetings of the Board of Directors. The Secretary/Treasurer shall be responsible for the receipt, control, disbursement and accounting of all funds of THE ASSOCIATION. The Secretary/Treasurer shall render such financial reports as may be prescribed by the President. He shall be authorized to sign checks.
ASSISTANT SECRETARY/TREASURER
An Assistant Secretary/Treasurer may be assigned as deemed necessary by the President or as recommended by the Secretary/Treasurer. The Assistant Secretary/ Treasurer shall assist the Secretary/Treasurer in maintaining all of his assigned duties. In the absence of the Secretary/Treasurer, he shall carry out all of the regular Secretary/Treasurer duties until his position is filled, if necessary, by interim appointment by THE ASSOCIATION President prior to the next election by the membership.
AREA REPRESENTATIVES
Area Representatives shall be responsible for locating and recruiting former Shipmates in their respective area. They will keep the Vice President advised of locating and recruiting efforts, illness and deaths in their respective areas.
BOARD OF DIRECTORS
A Board of Directors shall provide advice and consent and direct the business and financial affairs of THE ASSOCIATION as prescribed by the President.

ARTICLE XI - AMENDMENTS

These bylaws may be amended at any scheduled general business meeting by a two thirds (b) majority vote by those ASSOCIATION members present.


DISSOLUTION CLAUSE: Should the USS TOLEDO CA-133 Association be disbanded or no longer exist as an association, all funds accrued by the Association shall be equally divided and donated to the following: U.S. Navy Memorial, Washington, DC, and various naval museums represented by cruiser class ships. All properties, including memorabilia shall be donated to various naval museums represented by cruiser class ships.


These bylaws, as amended, are hereby approved and adopted on September 7, 2010.

Franklin D. Wood - President

Robert J. Nadeau - Secretary/Treasurer