Bylaws

                            Supply Corps Association of the Philadelphia Area

                                        An affiliate, chartered chapter of the

                                    U. S. Navy Supply Corps Foundation, Inc.

 

Article One: Philadelphia Area Supply Corps Association (PASCA)

Philadelphia, Pennsylvania

The association shall conduct its business and operations under the name Philadelphia Area Supply Corps Association (PASCA). The initial principal office of the association shall be located at the Naval Inventory Control Point in Philadelphia, Pennsylvania, or at such other location as may be determined from time to time by the governing board of directors.

Article Two: Authority

The association is granted identification as Supply Corps related by the authority of the Chief of the U. S.  Navy Supply Corps, and operates exclusively as a nonprofit organization as a chartered affiliate of the U. S.  Navy Supply Corps Foundation. This affiliation defines the chapter as a nonprofit organization under Section 501(c)(3) of the Federal Tax Code, and gifts to the chapter are tax deductible to donors under Section 170 of the Code.

Article Three: Purpose

The association exists to engage its members in professional development, community involvement, charitable endeavors, and social interaction. In so doing, the association strives to promote “esprit-de-corps” and camaraderie among and between Supply Corps professionals within the Southern Pennsylvania, New Jersey, and Delaware geographical area.

Article Four: Fiscal Year

The fiscal year of the association is defined as January 1 through December 31.  Note: The fiscal year as defined here is the same as that of the NSC Foundation. Such continuity, though desirable, is not mandatory.

Article Five: Membership 

All Supply Corps officers, current or otherwise honorably discharged, of the U. S.  Navy Supply Corps, either on station or otherwise residing within the defined scope of operations of the Philadelphia Area Supply Corps Association are by definition members of the association.

Article Six: Governance

The association is governed by a board of directors selected from active duty, reserve, and retired officers of the Southern Pennsylvania, New Jersey, Delaware geographical area. The board of directors shall exercise all the powers of the association including the control of association property and approval of the standards under which the affairs of the association will be conducted. Directors shall not be fewer in number than 4 nor greater in number than 15. Directors and officers of the board will serve for a period of one year, subject to election or reelection by the incumbent board or appointment by higher authority at the designated annual meeting of the association. For purposes of conducting the business of the association a simple majority of seated board members shall constitute a quorum. The board of directors reserves the right to name from time to time nonvoting “honorary directors,” which may include the Deputy Commander for Aviation, Commander, Naval Inventory Control Point, Commander, Defense Supply Center Philadelphia, Chief of the Navy Supply Corps, and the Chair of the Board of the U.S.  Navy Supply Corps Foundation.

Article Seven: Officers

The association shall have at a minimum, a president, vice-president, secretary, treasurer, and any other officers it deems prudent and necessary for the conduct of association business.

The president shall preside over all meetings of the board of directors and meetings of the association membership. The president shall also validate the fiscal operations of the association, including but not limited to the receipt of gifts and contributions, the management of funds on hand, and the distribution of funds for the stipulated purposes of the association.

The vice-president shall preside at meetings in the absence of the president, and otherwise assist the president as required.

The secretary is responsible for the preparation, publishing, and distribution of all meeting agendas, and for the preparation and distribution of the minutes of all board meetings. The secretary shall also serve as the oversight person for association compliance with its adopted bylaws.

The treasurer shall receive, deposit, invest, and distribute funds realized for the specified purposes of the association. The treasurer shall also prepare and keep an accurate accounting of all financial transactions, and shall prepare reports as required on such transactions for review and approval of the association board.

Article Eight: Indemnification

Any and all officers of the association having access to association funds shall be required to give surety bond or otherwise be bonded conditioned on the faithful performance of their respective duties. The level of such bond shall be determined from time to time by the board of directors. Additionally, the association shall indemnify its directors and other volunteers to the extent permitted by the state of Pennsylvania.

Article Nine: Meetings

The board of directors shall meet at least quarterly with one meeting designated as the “annual meeting” for the purpose of electing board members and officers, disclosing and reviewing the financial activities of the association, and the announcement of any plans or goals for the ensuing fiscal year. Special meetings may be called by the president or any three members of the board.

Article Ten: Committees

The president of the association shall appoint ahead of the annual meeting a nominating committee and charge it with proposing persons to fill vacant board positions and to nominate officers of the association for the ensuing year. The board of directors may also create additional standing and ad hoc committees as deemed necessary to fulfill the programmatic goals of the association. 

Article Eleven: Bylaws Amendment

These articles may be amended by two-thirds supporting vote by members of the board of directors at any regular or special meeting called by the board of directors. Proposed amendments must be made known to the directors at least 30 days prior to related board action.

Article Twelve: Dissolution

Upon the dissolution of the Philadelphia Area Supply Corps Association, the remaining assets of the association shall be transferred to the U. S.  Navy Supply Corps Foundation or to another qualified nonprofit organization that most closely represents the spirit and purposes of the association. Such determination shall be made by a quorum of directors at the time of dissolution.

Ratification:  We the undersigned hereby certify that these bylaws of the Philadelphia Area Supply Corps Association were adopted on March 10, 2008 in Philadelphia, Pennsylvania at which a quorum of the association board of directors was present and voting.

 

Attest: ________________, President; ________________ , Secretary