NDIA - National Defense Industrial Association

Aberdeen Proving Ground Chapter

By Laws

BY LAWS of the ABERDEEN PROVING GROUND (APG) CHAPTER of the NATIONAL DEFENSE INDUSTRIAL ASSOCIATION (NDIA)

1. NAME

The name of the organization shall be the “Aberdeen Proving Ground Chapter” of the National Defense Industrial Association (hereafter called the Association).

2. PURPOSE

The purpose of the Chapter, as an arm of the Association, is to provide local geographic focus to further the objectives and policies of the Association. Specifically the APG Chapter’s purposes include:

  • Pursuing and supporting current programs and activities of the Association.
  • Providing a means for liaison with local U.S. Government agencies and personnel.
  • Encouraging and facilitating the exchange of information between industry and government with particular reference to national security and defense preparedness.
  • Conduct an active program in support of Association membership recruitment and retention efforts.

3. ESTABLISHMENT AUTHORITY

The Chapter is an integral part of the Association. It derives its existence, authority and fiscal tax status from the Articles of Incorporation and By Laws of the Association.

4. POLICY

Actions, programs, and public statements of the Chapter will conform with the policies and objectives in the Association’s By Laws and other official expressions of Association policy. Nothing in these By Laws or elsewhere shall be construed to authorize any action that does not further the stated policies and objectives.

5. MEMBERSHIP

Chapter membership is granted by the National Headquarters to persons in applicable membership categories of the Association who are current members and whose address is in the geographical area assigned to the Chapter by the Association.

6. MEMBERSHIP DUES

The annual fee paid for Association membership by an individual or corporation includes Chapter membership.

7. STRUCTURE

The business and affairs of the Chapter shall be managed by the Officers as approved by the Board of Directors. Except as provided by law or the Association’s Articles of Incorporation or By Laws or these Chapter By Laws, all the powers of the Chapter are vested in the Board.

The Board shall, at the last Board Meeting of the operating year (the operating year is October Year One through September Year Two), establish the number of Directors for the following year.

Committees’ Chairpersons may be appointed by the President to assist him/her in the performance of his/her duties.

Committees are of two types:

Select Committees are to cover short-term activities. They are established on a discretionary basis by the President on issues during his/her term. These committees only last for as long as the President has need for them.

Standing Committees are to provide policy and guidance for the operational functions considered central to the mission of the Chapter. They must be approved by the Board of Directors and are considered long-term programs. These programs are subject to modification and/or termination only by a majority vote of the Board. Standing Committees include: Audit, Nominating and the STEM Scholarship Awards. Additional Standing Committees can be established by a majority vote of the Board of Directors. The President shall appoint a separate Director to chair each Committee for an appropriate term.

The Board of Directors shall meet at least quarterly. Normally the Board will meet monthly, except during the Summer season, or as deemed necessary by the President or a simple majority of the Directors.

A quorum of the Board of Directors is constituted by a simple majority of Board members.

Chapter Offices Include: President, 1st Vice President, 2nd Vice President, Secretary, Treasurer and Immediate Past President. All Members of the Board are Directors, those that are not Officers are also called Directors.

Any Officer or Director may be removed, with cause, by a resolution passed by affirmative vote of a majority of all the Directors. The remaining Directors may appoint a replacement to fulfill the term of the removed member.

The officers shall have such duties as generally pertain to their offices and as described below:

The President, elected from its own membership by the Board of Directors for a term of two years, shall perform the duties usual to his/her office. He/she shall have general supervision of the affairs of the Chapter; he/she shall preside at the meetings of the Chapter, of the Board of Directors and other official conferences; he/she shall be an ex-officio member of all committees and of all subcommittees thereof.

The 1st Vice-President, elected from its own membership by the Board of Directors for a term of two years, shall act in the absence of the President. Serves as primary advisor between the Chapter President and all officers, committee heads and members of the Board. The 1st Vice President shall be the lead for both strategic planning and all programs being run by the Chapter now and at least three years into the future. These programs are to provide meaningful exchange of information between industry and government. Secondarily, the programs are to provide revenue back to the Chapter to support activities and designed to further enhance the NDIA image. Both Directors and Chapter members may be involved as committee members toward this effort.

The 2nd Vice President, elected from its own membership by the Board of Directors for a term of term of two years, next in line, for temporary presidential duties will assist the 1st Vice President as needed. The 2nd Vice President shall be the lead for maintaining and expanding the Chapter’s membership through better public relations and recruitment. Both Directors and Chapter members may be involved as committee members toward this effort.

The Secretary, elected by the Board of Directors for a term of two years, shall keep the roster of members and shall have custody of correspondence and records, and perform such other duties as the President may direct. He/she shall be the custodian of the By Laws, and responsible for its transfer to his/her successor along with the records. He/she shall serve as secretary to the Board of Directors and shall be responsible for the record of the proceedings.

The Treasurer, elected by the Board of Directors for a term of two years, shall be the controller of the finances and the accounts of the Chapter under direction of the Board of Directors. He/she shall render a monthly account and such special reports as may be called for by the Board of Directors. He/she shall submit an annual financial statement to National Headquarters as required by the Association.

The Immediate Past President is the out going President of the Board. He/she is a member of the Board and serves to advise the Officers and the Board on issues pertaining to precedence and policy.

8. MEETINGS

An annual meeting of the Chapter will be held on a date set by the President during the months of April or May.

Special meetings of the members may be called at any time by the President or the Board of Directors or a majority thereof, or by not less than one-third of the members.

At any meeting of the members each attending member entitled to vote shall have one vote.

9. ELECTIONS

At the February Board Meeting of each year the President shall appoint a Nominating Committee of 3 members. The Immediate Past President shall serve as the Chairperson of this committee. The Nominating Committee shall, by the April Board Meeting, place in nomination the minimum number of names to fill all pending Board Member vacancies for approval by the Board and recording of these names by the Secretary.. The Nominating Committee shall present its slate of Board Nominees at the Annual Meeting. The election of Board Members shall take place at the Annual Meeting and shall be by voice vote of the members present unless otherwise specified by the Board of Directors. Nominations may be made from the floor; however, the nominated individual must have expressed his/her willingness to serve in that capacity to the Board prior to the Annual Meeting.

At the first Board of Directors Meeting following the Annual Meeting, but before 1 OCT, both the newly elected and incumbent Directors combined shall elect from amongst its members, the Officers. Installation of Officers shall be at the first Board meeting in October. The Officers are elected to 2 year terms. Directors will be elected for a term of three years. Approximately one-third of the Directors shall be elected each year. Director vacancies may be filled at any time during the year by a majority vote of the remaining Directors. When a Director is replaced, the replacement shall serve out the remainder of the incumbent’s term. When a Director is added to the Board, an attempt will be made to add such that the one-third rule is maintained. If at any time during the year circumstances dictate that an additional member needs to be added to the Board they may do so with a majority vote by the Board. This out of cycle addition gives the Board the flexibility and authority should there be an immediate need to enhance the level of expertise/diversity within the ranks of the industrial/government/military Board Members.

In the absence of the President, those duties shall devolve upon the 1st Vice President, then the 2nd Vice President and in their absence, in turn, by the Secretary, Treasurer, and Immediate Past President.

10. FINANCES

The fiscal year of the Chapter shall be the same as the fiscal year of the Association.

All contracts, checks, notes, drafts and other orders for the payment of money shall be signed only by the President or the Treasurer. The financial records of the Chapter shall be kept in a manner generally deemed acceptable for such organizations and shall be audited by independent auditors, a certified public accountant, or an impartial Audit Committee at least biennially at the end of the fiscal year or upon change of the Treasurer. The Auditor will be appointed by the President from either the Board or from within the general membership with the approval of the Board of Directors.

The Association has ultimate fiscal responsibility for the Chapter. Accordingly, the Chapter shall not, without approval of the Association President, enter into a contract or agreement that exceeds the Chapter’s ability to meet resultant expenses.

The Chapter will provide to the Association President an annual financial report. Additional reports may be rendered as deemed necessary by the Chapter or directed by the Association. A report for tax purposes will be rendered in a format and time as requested by the Association President. The Chapter may request that the Association President waive the audit requirement if, in the Chapter’s opinion, the funds involved do not require an audit and an annual financial report is adequate.

All obligations incurred by the Chapter shall be solely Chapter obligations and no personal liability whatsoever shall attach to, or be incurred by a Member, Officer, or Director of the Chapter.

The necessary routine administrative expenses of the chapter shall be met from the proceeds of chapter meetings and activities. Expenses for specific projects not directly related to the business and policy aspects of government-industry interface will be paid for principally from the proceeds of events expressly advertised as fundraisers.

No government employee shall serve as a salaried employee of the Chapter.

11. COORDINATION

To facilitate speaker schedules, the Chapter will coordinate with national headquarters whenever it intends to invite a significant speaker from a federal agency or intends to invite speakers or participants from outside the Chapter’s geographical area.

12. AMENDMENTS

Amendments to the By Laws may be initiated by the Board of Directors on their own volition, or upon petition addressed to the Chapter President and signed by not less than five percent of all members of the Chapter. If initiated by the Board, 50% of the Board members must be present for voting with approval by simple majority.

Such amendments shall be submitted to the Chapter membership by letter and/or e-mail ballot and shall be considered approved if a majority of votes returned are in favor thereof.

These By Laws and any amendments thereto are approved when signed by the Chapter President acting with the approval of the Board of Directors and the Association President acting in accordance with the advice and direction of the Association Executive Committee.