Article I: Title and Functions

1. The Association shall be known as the Marine Corps Cryptologic Association, a non-profit group.

2. The functions of the Association shall include:

a. Providing fraternal, social and recreational activities for the members and guests.

b. Supporting strong and adequate U.S. Armed Forces and services sufficient to maintain U.S. security interests worldwide.

c. Supprting efforts to preserve and strengthen the security and capabilities of the cryptologic agencies of the Department of Defense.

d. Insuring that members of the Association are ever mindful of their continuing responsibility in protecting classified information entrusted to them during their tenure of duty with the U.S. cryptologic activities until such time as the appropriate Department of Defense authority has clearly determined the specific information or material or technique to be declassified.

e. Conducting period reunions.

f. Encouraging and supporting the preservation of Marine Corps cryptologic history by members of the Association and appropriate Federal agencies.

Article II: Membership

1. Membership consists of the following categories: Regular; Associate; Honorary; and Social. Only regular members are authorized to vote and hold office.

2. Regular membership shall be open to:

a. Active duty Marines of the regular or reserve establishment who hold a cryptologic Military Occupational Specialty or who are performing or have performed cryptologic duties in a Marine Corps organization.

b. Retired Marines who have held a cryptologic Military Occupational Specialty or who have performed cryptologic duties with a Marine Corps cryptologic organization or other Marine Corps organization.

c. Veterans of the U.S. Marine Corps who have held a Marine Corps cryptologic Military Occupational Specialty or performed cryptologic duties while a member of the Marine Corps and have received an honorable discharge.

3. Associate membership shall be open to:

a. Regular, reserve, active, retired or veterans of the U.S. Marine Corps who are serving or who have served in a Marine Corps cryptologic organization performing non-cryptologic duties in support of the unit's mission or operations.

b. Regular, reserve, active, retired or veterans of the U.S. Navy, U.S. Army, or U.S. Air Force who are serving or who have served on assignment performing cryptologic duties with any U.S. Marine Corps cryptologic organization.

4. Honorary membership may be granted to those persons who, by a majority vote of the membership, are recognized for outstanding service to the Marine Corps cryptologic organization.

5. Social membership shall consist of those spouses and widows/widowers of eligible members and associate members who may desire to maintain close contact with friends and receive Association publications.

Article III: Dues

1. The annual dues for membership shall be determined each year by the Board of Directors at the annual meeting and shall be payable in advance to the Association.

Article IV: Elected Officers and Appointees

1. The elected officers of the Association shall consist of a President and a Secretary, each of whom shall be elected to a one year term of office at the annual business meeting of the Association. Their terms of office shall commence on the day following their election and continue until their successors are installed.

2. Appointed positions shall include Resident Agent, Historian, Newsletter Editor, and Chairperson of the Reunion Committee. Appointed positions are advisory and have no vote on the Board of Directors in that capacity; however, members of the Board of Directors may also serve in appointed positions.

Article V: Duties of Officers and Appointees

1. The President, who shall be elected annually to a one year term of office, is the senior officer of the Association. The duties of the President shall include:

a. Presiding over all meetings of the Board of Directors.

b. Presiding over the annual business meeting of the Association.

c. Developing and approving the agenda for the annual business meeting in coordination with the Executive Director.

d. Originating and responding to official correspondence, after consultation with the Executive Director and/or the Board of Directors when appropriate.

e. Approving emergency, non-budgeted expenditures as authorized by the bylaws and requested by the Executive Director.

f. Appointing directors to serve on the standing committees required by the bylaws and on ad hoc committees approved by the Board of Directors.

g. Providing input in the form of a President's message for the newsletter on a quarterly basis; and

h. Making interim appointments to the Board of Directors, with the approval of the Board, when vacancies occur.

2. The Secretary shall be elected annually to a one year term of office. The duties of the Secretary shall include:

a. Recording the minutes of the annual business meeting and all meetings of the Board of Directors;

b. Preparing copies of the minutes of each meeting and disseminating them to the officers and directors for approval at the next regularly scheduled meeting;

c. Providing a copy of the approved minutes of these meetins to the Executive Director for inclusion in the official records of the corporation;

d. Providing a copy of the approved minutes of each meeting to the Historian for inclusion in the Association's historical files;

e. Assisting the President with official correspondence, when requested;

f. Maintaining the official version of the Association's bylaws and insuring appropriate changes are made after an amendment has been approved; and

g. Providing input for the newsletter as appropriate.

3. The Historian is responsible for maintaining all records and files of interest to the Association on a long-term basis. The Historian will maintain the library file of past and present members, conduct file searches for persons qualifying for membership, and other duties which may be undertaken by request of the Board of Directors.

4. The Resident Agent will maintain the Association Office of Record and forward to the Executive Director such mail as may require action by the Association.

5. The Newsletter Editor is responsible for the production and distribution of the Newsletter under such guidelines and direction as may be stated by the Board of Directors.

6. The Reunion Committee Chairperson shall appoint members to serve on the committee and is responsible for all matters pertaining to the annual reunion except selection of a guest speaker.

Article VI: Board of Directors

1. The Board of Directors shall consist of the President, Secretary, and Executive Director and twelve Directors.

2. The Executive Director shall be elected to a three year term of office which shall commence on the day following his election and continue until his successor is installed.

3. Directors shall be elected to staggered, three year terms of office which shall commence on the day following their election and continue until their successors are installed. At least one-third of the directors shall be elected annually.

Article VII: Duties of Executive Director

1. The Executive Director shall be the chief operating officer of the Association and shall have complete authority to act on behalf of the Association and in its best interests. His duties shall include:

a. Expending Association funds which have been approved in the annual operating budget of the Association;

b. Assisting the President in dealing with official correspondence, and maintaining the official correspondence records of the Association;

c. Coordinating all matters relating to the Board of Directors and its duties;

d. Maintaining the financial records of the Association as well as checking, savings and other accounts;

e. Investing Association funds in the best interest of the Association and with the knowledge and concurrence of the Board of Directors;

f. Maintaining all membership records and files, issuing membership certificates and cards and maintaining the Association database;

g. Nominating members to the positions of Resident Agent, Historian, Newsletter Editor, Reunion Committee Chairperson, and such other positions as may be created or required from time to time.

h. Making recommendations to the Board of Directors concerning the well being of the Association;

i. Insuring proper and timely notice for nominations, elections, amending of the bylaws and other topics of potential concern are published to the membership; and,

j. Performing those general duties necessary to the day to day operations of the Association.

Article VIII: Duties of the Board of Directors

1. Establish policies governing the affairs of the Association.

2. Provide for the maintenance of the Association records and files, provide for proper care of materials, funds and equipment of the Association, and provide for payment of legitimate expenses of the Association.

3. Approve nominations to appointive positions authorized by the Association bylaws or by the Board of Directors.

4. Approve nominations to fill vacancies on the Board of Directors.

5. Ratify referendum votes of the Board of Directors during the interim between meetings.

6. Recommend an annual budget for approval by the membership at the annual business meeting.

Article IX: Standing Committees

1. There shall be permanent committees which are designated as standing committees. The President shall appoint three directors to serve on each of these committees. The President shall also designate the Chairperson of each committee.

a. Audit: This committee shall be responsible for auditing Association funds annually. The audit shall be conducted as soon as possible after the end of the fiscal year.

b. Budget: This committee shall be responsible for developing a budget for the next fiscl year and presenting it to the Board of Directors for approval at its annual meeting.

c. Strategic Planning: This committee shall provide a continuous review of goals and objectives of the Association.

Article X: Nominations

1. The Board of Directors shall function as the nominating committee for all elections, and members may submit their nominations in writing to the Executive Director at the time specified. Nominations shall contain the statement of the nominee that he is willing to serve if elected or appointed.

Article XI: Elections

1. Elections shall be determined by a plurality of regular members present at the annual business meeting.

2. Officers and Directors may be elected to succeed themselves and may concurrently serve in appointive positions.

Article XII: Meetings

1. An annual meeting of the Association shall be held. Notification of the meeting shall be made to the membership by the Board of Directors within sixty (60) days of the scheduled meeting.

2. The regular members attending any business meeting of the Association shall constitute a quorum.

3. Regular meetings of the Board of Directors shall be held annually. The regular meetings of the Board shall be held during each periodic reunion and at the place where such reunion shall be held.

4. Special meetings of the Board of Directors shall not normally be called between annual meetings, but the Executive Director may obtain the Board's approval for actions by soliciting the votes of its members by mail. In that event, all such actions shall be ratified at the next regular meeting.

5. Eight members of the Board of Directors shall constitute a quorum for transaction of business at any meeting of the Board.

Article XIII: Fiscal and Membership Year

1. The fiscal and membership year of the Association shall be the twelve month period ending at midnight September 30th.

Article XIV: Parliamentary Authority

1. The rules contained in Roberts' Rules on parliamentary procedure shall govern meetings of this Association in all cases to which they are applicable and in which they are not in conflict with these bylaws. Where there is conflict, these bylaws shall take precedence.

Article XV: Amendments

1. Amendments to these bylaws must be approved by the Board of Directors and presented to the regular membership at the annual meeting of the Association for ratification by a majority vote of the members present.