ARTICLE I – NAME: The name of the organization shall be the GEORGIA CHAPTER of National Defense Industrial Association (hereafter called the Association).
ARTICLE II – PURPOSES: The purposes of the Chapter as an arm of the Association which provides local geographic focus shall be to further the objectives and policies of the Association as set forth in its By Law by:
- 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.
- Pursuing an active program in support of Association membership recruitment and retention efforts.
ARTICLE III – ESTABLISHEMENT 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.
ARTICLE IV – POLICY: Actions, programs and public statements of the Chapter will conform to 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 so as to authorize any action that does not further the stated polices and objectives.
ARTICLE V – 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.
- Individual may be assigned membership in multiple chapters. However, only membership in one chapter may be considered as it applies to voting on national matters.
ARTICLE VI – MEMBERSHIP DUES: The annual fee paid for Association membership by an individual or corporation includes Chapter membership
ARTICLE VII – STRUCTURE:
- The Officers as approved by a Board of Directors shall manage the business and affairs of the Chapter. Except as provided by law or the Association’s Articles of incorporation of By Laws or this Chapter By-Laws, all the powers of the Chapter are vested to the Board.
- The Board shall, during the last quarter of the accounting year, establish the number of Directors for the following year.
- 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 annually and thereafter 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 the number of Board members.
- The Board of Directors shall designate Chapter offices. These will include President, Secretary, Treasurer and other offices deemed necessary.
- Any officer or Director may be removed with or without cause by a resolution passed by affirmative vote of a majority of all the Directors.
- The officers shall have such duties as generally pertain to their offices as well as duties conferred by the President.
ARTICLE VIII – MEETINGS:
- An annual meeting of the Chapter will be held on a dates set by the President.
- Special meetings of the members may be called at any time Board of Directors or a majority thereof, or by not less than one-third of the members, or by the President.
- At any meeting of the members, each member entitled to vote shall have one vote, in person or by proxy.
ARTICLE IX – ELECTIONS:
- At least three 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 most recent Past President 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.
- 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.
- Officers will be elected for a period of one year. In the absence of the President, those duties shall devolve upon the vice Presidents in their order of seniority of service, and in their absence, Treasurer, and, in turn, Secretary, in the absence of any Officer, upon a member of the Board of Directors in order of Seniority.
ARTICLE X – FINANCIAL ADMINISTRATION:
- 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 President will appoint from within the chapter membership at least three (3) persons to serve on the Audit Committee as approved by 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 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 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 advertises as fundraisers.
- No government employee shall service as a salaried employee of the Chapter.
ARTICLE XI – COORDINATION: Chapter Events – To prevent conflicts with speakers’ schedules, the Chapter will coordinate with the NDIA 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. In general, Chapter events should emphasize the local nature of Chapter activities while the NDIA national Headquarters will conduct events of national and international interest. Chapter programs should not compete with NDIA National.
ARTICLE XII – 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 entire Chapter membership by letter ballot and shall be considered for approval if a majority of votes cast 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.
- Signature approvals of both NDIA National President and Chapter President must be obtained below. Copies will be kept on file with National and Chapter.