ARTICLE I
Name and Object
Section 1. This association shall be called the United States Naval. Institute.
Sec. 2. Its object shall be the advancement of professional, literary, and scientific knowledge in the Navy.
ARTICLE II
Headquarters
The headquarters of the Institute shall be at the United States Naval Academy, Annapolis, Maryland, or in such other place as the Board of Control may select.
ARTICLE III
Officers
Section 1. The officers shall be as follows: a President, a Vice-president, six (6) Directors (of whom the senior in rank, in the absence of the President and Vice-president, shall be empowered to sign documents and perform other necessary administrative functions, under the title of Second Vice-president), and a Secretary-Treasurer.
Sec. 2. These officers shall, collectively, constitute the Board of Control of the Institute.
ARTICLE IV
Membership
Section 1. Membership of the Institute shall consist of the following classes: Regular Members, Regular Life Members, Associate Members, Associate Life Members, and Honorary Members.
Sec. 2. Regular membership and regular life membership shall be available to officers of the U. S. Navy, Marine Corps, and Coast Guard.
Sec. 3. Associate membership and associate life membership shall be available to officers of the U. S. Naval Reserve Force and Army; to American citizens in civil life, at home and abroad, who are interested in the objects of the Institute; and to foreign military and naval officers and distinguished civilians; provided, that the number of foreign members shall be limited to one hundred (100).
Sec. 4. The President of the United States, the Secretary of the Navy, and the Assistant Secretary of the Navy, shall be Honorary Members, ex-officio, during their tenure of office.
Sec. 5. All questions arising in regard to classification of members shall he determined by the Board of Control.
Sec. 6. Regular Members and Regular Life Members who resign from the U. S. Navy, Marine Corps, or Coast Guard, subsequently to joining the Institute, shall be transferred to the corresponding classes of associate membership.
Sec. 7. Regular Members and Regular Life Members in good standing shall be entitled to vote on any questions before any meeting of the Institute, or before the Institute as a whole. Associates may not have a vote, but may attend all meetings of the Institute, and shall have the privilege of the floor.
1 As amended at the Annual Meeting, October, 1924.
Sec. 8. The rights and privileges of every member of each class shall be personal to himself, and shall not be transferable.
Sec. 9. Every person admitted to membership in the Institute shall be subject to its Constitution and By-Laws, including any amendments and additions that may be made thereto from time to time.
Sec. 10. Membership shall continue until receipt of the member’s resignation in writing, or until the Board of Control, under circumstances hereinafter provided, shall drop or otherwise sever the member’s name from the roll.
ARTICLE V
Admission of Members
Section 1. Persons qualified for regular membership under the preceding article will be admitted upon their own application, and upon payment of dues for one full year.
Sec. 2. Candidates for associate membership will make application to the Secretary-Treasurer on an approval form, which application must be endorsed by a member of the Institute in good standing. The Board of Control at the next regular meeting will ballot upon the applications received, and applicants receiving a favorable vote from two-thirds of the members present shall be considered elected.
Sec. 3. When a candidate is elected, the Secretary shall give him notice thereof, but his name shall not be entered on the roll, nor shall be possess the privileges of membership, until lie shall have paid his dues for one full year; and if payment be delayed more than four months from date of his election, the same shall be void, unless the Board of Control shall otherwise direct.
Sec. 4. Membership for a single year, or for a definite time, shall not be accepted.
Sec. 5. Regular Members so desiring shall be transferred to the class of Regular Life Members, upon their own application, and upon payment of the required fee for life membership. Associate Members shall be similarly transferred to the class of Associate Life Members, subject to the approval of the Board of Control.
ARTICLE VI
Fees and Dues
Section 1. There shall be no entrance fees, but one full year’s dues shall be payable upon joining the Institute. In case of members joining other than at the beginning of the year, the unexpired portion of dues paid shall be credited toward the following calendar year, subject to such rules as the Board of Control may prescribe.
Sec. 2. The annual dues for Regular Members and Associate Members shall be three dollars, payable in advance on the first day of January in each year. Bills shall be mailed to members at least one month in advance of the date when dues arc payable, and any member who has not paid such dues within three months after such date shall be subject to action in accordance with ARTICLE VII.
Sec. 3. The fee for life membership, whether regular or associate, shall be one hundred dollars; but if any Regular Member or Associate Member shall have paid dues for the year in which lie applies for life membership, or shall have paid dues for any future years, the amount so paid shall be credited toward the fee for life membership.
Sec. 4. Any member of any class of membership whose mailing address requires foreign postage shall pay fifty cents per annum additional therefor.
Sec. 5- Each Regular and Associate Member and Life Member (in return for membership dues and fees paid), and each Honorary Member, shall be entitled to receive a copy of the Proceedings, as published.
Sec. 6. The subscription price of the Proceedings to non-members shall be determined by the Board of Control, but shall not be greater than twice the annual membership dues.
ARTICLE VII
Resignations, Arrears, Expulsion, Etc.
Section 1. Members desiring to terminate their membership in the Institute shall submit their resignations in writing to the Secretary- Treasurer, and shall continue to be liable for dues until the date of receipt of such resignations; provided, that resignations of members in arrears shall not be accepted until all arrears are paid, and if not paid within six months after notification, the member wishing to withdraw shall be dropped. Members voluntarily resigning from the Institute will in no case be entitled to any refund of dues or life membership fees paid.
Sec. 2. Members in arrears more than three months may, in the discretion of the Board of Control, be suspended from all rights and privileges until such arrears are paid; and members in arrears more than one full year shall be subject to be dropped.
Sec. 3. At the meeting of the Board of Control in January of every year, the Secretary shall lay before the Board a list of all members whose dues for the previous year shall be still unpaid; and the Board of Control, unless for good and sufficient reason it shall decide otherwise, shall direct that the names of such members in arrears be dropped from the roll; provided, that such members may, within one year, on their own request, be reinstated, at the discretion of the Board of Control; and after the lapse of one year shall be subject to election, in the same manner provided for new members; and provided further, that no member may be reinstated or readmitted except upon payment of all arrears.
Sec. 4. When any Regular Member or Regular Life Member is dismissed from the Navy, Marine Corps, or Coast Guard, as the case may be, or resigns for the good of the service under circumstances involving moral turpitude, or when any member is convicted of a felony, he shall, at the discretion of the Board of Control, be dropped from the roll of the Institute; provided that the unexpired portion of dues paid shall be refunded to such member; and provided further, that in the case of Life Members who purchased their life membership, the amount to be refunded shall be computed in accordance with the rule hereinafter laid down in ARTICLE XIII, Sec. 2, for the refund in the case of dissolution of the Institute.
Sec. 5. In time of war, or when it shall appear to the Board of Control that the continued membership of any member is contrary to the best interests of the Institute and of the Navy, the Board of Control shall have authority to drop such member from the rolls, refunds to be as prescribed in Sec. 4 of this article.
Sec. 6. Nothing herein contained shall prejudice the rights of the Institute to the legal recovery, or recovery through other processes, of all arrears of dues up to the date when a member is dropped from the roll.
Sec. 7. The name of every member dropped for any cause whatsoever shall be entered in the minutes.
ARTICLE VIII
Nomination and Election of Officers; Annual and Special Meetings
Section 1. The Board of Control shall, before the first day of October in each year, appoint a nominating committee of three Regular or Regular Life Members, none of whom shall be a member of the Board of Control, whose duty shall be to make nominations for the elective offices of the Institute. Additional nominations may be made by members so desiring, provided that requests therefor shall be signed by six (6) Regular Members in good standing.
Sec. 2. Only Regular Members and Regular Life Members of the Institute on the active list of the U. S. Navy, Marine Corps, or Coast Guard shall be eligible for election to the offices of President, Vice-president, and Director of the Institute, and no person shall be eligible for the office of President for more than two years consecutively. The Board of Control may make such further rules regarding eligibility as shall seem desirable from the standpoint of the Institute.
Sec. 3. Election shall take place at the annual meeting, which shall be held on the third Thursday in February of each year. Tellers shall be appointed by the Board of Control, in advance of the date set for the meeting. The candidates receiving the highest number of votes for the respective offices of President, Vice-president, and Secretary-Treasurer, and the highest six (6) for the office of Director, shall be declared elected, and shall assume the duties of their respective offices from that date, and shall hold office until their successors have been elected and have qualified.
Sec. 4. Absent members, who have the constitutional right to vote, may vote by proxy at such elections, and similarly upon proposed changes in the Constitution and By-Laws, and upon such other questions as the Board of Control may feel it desirable to bring before the membership. Each proxy must be signed by the member whose vote is to be represented. Ballots shall be mailed to members entitled to vote at least two months in advance of the date set for the meeting, notice of which shall be given.
Sec. 5. At the annual meeting the order of business shall be as' follows: (a) Minutes of previous meeting; (b) Report of Secretary-Treasurer, including financial statement for the preceding year: (c) Report of tellers, and result of the election announced; (d) Report of special committees, if any; (e) General business.
Sec. 6. A special meeting of the Institute may be called at any time and place at the discretion of the Board of Control, the call for the meeting to be issued at least thirty days prior to the date set. stating the business to be considered. No other business shall be transacted at such special meeting.
ARTICLE IX
Duties of Officers
Section 1. The President shall preside at meetings of the Institute and of the Board of Control at which lie may be present. If not present, the Vice-president shall preside; and if lie be absent, the senior in rank of the Directors shall preside.
Sec. 2. The Board of Control shall consist of the President, the Vice- president, the six (6) Directors, and the Secretary-Treasurer. The duties of the Board of Control shall be the management of all financial and administrative business of the Institute, including the censorship, printing, and control of its publications. The Secretary-Treasurer shall be its medium of communication, and the recorder of its transactions. Regular monthly meetings of the Board of Control shall be held when called by the Secretary- Treasurer, and he shall issue a call for a special meeting at any time, upon the written request of two members of the Board. A quorum shall consist of four members.
Sec. 3. The Board of Control shall have the power to employ and compensate such persons as it may consider necessary to enable the Secretary-Treasurer to perform his duties in an efficient manner, and to conduct the affairs of the Institute on a business-like basis.
Sec. 4. Casual vacancies in the offices of the Institute may be filled by the Board of Control until the next annual election.
Sec. 5. The Board of Control may remove any officer of the Institute for cause, at a special meeting of the Board of Control called for the purpose, after such proceedings as the Board may determine; provided that at least five members of the Board of Control shall be present, exclusive of the officer under trial, and a two-thirds vote shall be necessary for removal.
Sec. 6. In case of prolonged absence or disability of any officer of the Institute, except the President, the Board of Control shall have the power to declare the office vacant, and to fill the vacancy as in case of resignation.
Sec. 7. The Secretary-Treasurer shall attend all meetings of the Institute and of the Board of Control, and shall keep minutes of the proceedings of each meeting; he shall keep a register of the members, in which shall be recorded all change?, and an authenticated copy of the Constitution and By-Laws in force; keep the accounts of the Institute in books by the system known as double entry bookkeeping, showing dues receivable and collected from members, and all other funds receivable and collected. Under the authority of the Board of Control he shall be the disbursing and purchasing officer of the Institute, and the custodian of its funds, securities and investments. All funds received by him shall be deposited in such bank or banks as may be selected by the Board of Control, in an account in the name of the United States Naval Institute. All disbursements shall be by check, and in no other manner whatsoever. He shall submit to the Board of Control monthly, and to the Institute at the end of each year, a statement of his accounts, which shall show, as far as possible, the income and expense, and assets and liabilities of the Institute, together with such other information as the Board of Control may desire. His accounts shall be audited at the end of every calendar year, and at such other times as the Board of Control may direct, and in such manner as they shall determine. The audited annual statement shall be published in the first available issue of the Proceedings. The Secretary-Treasurer shall attend to all correspondence and keep a record thereof; give receipts to members when dues are paid in cash, and when requested; give due notice of meetings of the Institute and of the Board of Control; have charge of the clerks and other employees of the Institute; distribute and keep a record of publications of the Institute, and an inventory of publications and other property on hand. The book of accounts of the Institute shall be open to inspection by any member. The Secretary shall, in general, conduct the ordinary business of the Institute, subject to the direction of the Board of Control. He shall be the editor of the Proceedings.
ARTICLE X
Proceedings and Publications
Section 1. The Board of Control shall arrange for the publication of such papers, books, and other documents as may be calculated to advance the objects of the Institute.
Sec. 2. There shall be published quarterly, or as much oftener as the Board of Control may decide, United States Naval Institute Proceedings, containing such papers and documents as may be approved by the Board of Control, together with editorial and professional notes deemed of value to the naval service.
Sec. 3. The Proceedings, books, and other publications shall be copyrighted in the name of the U. S. Naval Institute.
Sec. 4. The Board of Control shall regulate the prices of books and publications, the size of editions, and in general, have full control of their production and distribution.
Sec. 5. The Board of Control shall have full authority to regulate the compensation to be paid to the writers of articles and books, and may enter into such contracts with authors as may be calculated to further the interests of the Institute.
Sec. 6. The Institute shall not be responsible for statements of opinions advanced in papers or printed in its publications; the respective writers only shall be responsible.
ARTICLE XI
Annual Prize Essay
Section 1. A prize of two hundred dollars, with a gold medal and a life membership in the Institute shall be offered annually for the best essay on any subject pertaining to the naval profession, the rules for the contest to be as prescribed by the Board of Control.
Sec. 2. In the event that the author of the prize essay for any year is already a medalist, lie shall be given a gold bar suitably engraved, in lieu of the medal; and in the event that he is already a life member, the commuted value of the life membership shall be paid in lieu thereof; this shall be fixed at such an amount as would, according to the age of the author and his expectation of life according to the American Mortality Tables, purchase an annuity equal to the annual dues, interest being taken at five per cent; provided that the sum shall in no case exceed one hundred dollars.
Sec. 3. The award of the annual prize shall be made by the Board of Control voting by ballot, and without knowledge of the names of the competitors.
Sec. 4. If no essay is adjudged of sufficient merit to receive, the prize, “Honorable Mention” may be awarded in lieu thereof, and in either case additional essays may also receive “Honorable Mention.” The authors of essays awarded “Honorable Mention” shall receive such compensation as may be adjudged by the Board of Control, but not including a life membership. Not more than one life membership shall be awarded in any one year.
ARTICLE XII
Investment of Funds
Surplus funds may be invested under the direction of the Board of Control, in and upon the following conditions:
1. Twice each year, or oftener if necessary, a complete list of the Institute's investments shall be submitted to a nationally known financial organization, not a dealer in securities, with a request for examination, report, and recommendation.
2. Advice shall similarly be asked before new investments are entered into.
3. The principle of diversification shall be strictly adhered to, and future investments shall be limited to a total of $10,000 par value in any one issue. Diversification as to types of securities shall also be followed, but investments shall in general be confined chiefly to the more stable fields, namely railroads, public utilities, United States or Canadian government and municipal bonds.
4. Inasmuch as the Institute is an educational institution, and therefore not subject to taxation, it shall not be the policy to invest in tax-exempt securities.
5. While a reasonable marketability is desirable, yield shall not be unduly sacrificed in order to obtain a high degree of marketability; provided that all holdings, whether listed or unlisted, shall be readily marketable.
6. Only bonds of seasoned companies, or guaranteed by such companies, shall be invested in, and the companies must he ones which over a period of years have shown a healthy growth, and whose operations are carried on in a good territory.
7. In the case of railroad bonds, the earnings must average over a period of years (excepting the period of government operation) at least one and one-half times the interest charges, and the road must be part of a standard system; or, in the case of terminal bonds, must bear the guarantee of such railroads.
8. In the case of public utilities, the earnings must average for the preceding five years at least twice the interest charges, with a minimum in any one year of at least one and three-quarters times the interest charges.
9. In all the above cases, the bonds shall be a mortgage on property, having a substantial equity (excluding stock, inventories and good will) at least fifty per cent in excess of the amount of the issue and all issues to which it is subject. Exception shall be made only in ease of debenture bonds of long; established companies of the highest investment character and rating.
10. In considering guaranteed bonds, due cognizance shall be taken of the fact that such guarantee is of the nature of a debenture obligation of the guarantor.
11. In all the above cases, if the mortgage is not a closed issue, there shall be a clause providing that no future bonds can be issued under that mortgage except for improvements, and only to the extent of eighty per cent of the cost of such improvements; and then only in case the earnings for the past two years shall be at least one and three- quarters times the interest charges, including interest on the proposed issue; or such other equivalent guarantee as may be adequate to protect the bonds already issued under such mortgage.
12. In the case of industrial bonds, the investment shall be limited to strictly first mortgage bonds of seasoned companies in stable industries, with earnings showing, in each of the preceding five years, at least two and one-half times all interest charges, and the mortgage shall be a closed issue.
13. In the case of real estate investments, these shall be confined exclusively to first mortgage bonds, where the mortgage is sixty per cent or less of a conservative appraised valuation of the property; but no real estate investment shall be taken on property not as yet constructed.
14. It shall be the practice to have all securities registered in the name of the United States Naval Institute, both as to principal, and, when the type of bonds permit, as to interest also.
ARTICLE XIII
Income and Property
Section 1. The income and property of the Institute, from whatever source derived, shall be applied solely toward the promotion of the objects of the Institute, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise by way of profit, to the persons who at any time arc or have been members of the Institute, or to any of them, or to any person claiming through any of them: Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or employees of the Institute, or to any member of the Institute, or other person, in return for any services rendered to the Institute.
Sec. 2. In the event of the winding up or dissolution of the Institute, each Life Member who purchased his life membership shall be entitled to have refunded to him that part of the life membership fee paid by him as shall be represented by a fraction, in which the numerator shall be the member’s future expectation of life, according to the American Mortality Tables, and the denominator shall be the sum of his future expectation of life plus the number of years already elapsed since the life membership was purchased, the nearest whole year being taken in all cases. If, after the satisfaction of all debts and liabilities, there remain any property whatsoever, of any kind, the same shall not be paid or distributed among the members of the Institute, but shall be given or transferred to some other institution or organization, as may be determined by the members of the Institute at or before the time of dissolution.
ARTICLE XIV
Amendments to Constitution and By-Laws
Section 1. Amendments to the Constitution and By-Laws of the Institute may be made only at the annual meetings thereof.
Sec. 2. Proposed amendments to or changes in the Constitution and By-Laws must be submitted to, and have the approval of, the Board of Control, and shall be circulated among the members entitled to vote at least two months before the date of the annual meeting. Each such member-in good standing shall be furnished a ballot on which to record his vote, and no amendment to or change in the Constitution and By-Laws shall be made without the favorable vote of two-thirds of the members voting.