NDIA - National Defense Industrial Association

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 US 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.

Individuals may be assigned membership in multiple chapters. However, only membership in one chapter mav be considered as it applies to voting on national matters.

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 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. The elected officers of the Chapter are members of the Board of Directors.

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

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 Chairman of The Board (immediate Past President).

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 as well as duties conferred by the President.

8. MEETINGS

An annual meeting of the Chapter will be held on a date set by the President, normally in the month of June.

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 least two months prior to the Annual Meeting of the chapter, the President, with the approval of the Board of Directors, shall appoint a nominating committee of at least three members. The Chairman of The Board shall serve as the Chairman of the Nominating Committee. The Nominating Committee shall present its slate to the Annual Meeting. The election of Officers and Directors 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.

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 tine during the year by a majority vote of the remaining Directors.

Officers will be elected for a period of one year. No one shall serve more than two consecutive one-year terms in any one position. In the absence of the President, those duties shall devolve upon the Vice Presidents in their order of seniority, and in their absence, in turn, by the Secretary, Treasurer, and Chairman of The Board.

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 by such persons as the Board of Directors from time to time may authorize.

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 annually at the end of the fiscal year. The Audit Committee, of at least three persons, will be appointed by the President 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 the annual audit. 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. 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.

All obligations incurred by the Chapter shall be solely Chapter obligations and no personal liability whatsoever shall attach to, or be incurred by any 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 per cent 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.