OFFICIAL BYLAWS OF:
The Southeastern New England Defense Industry Alliance
As adopted February 12, 2009
and as amended July 22, 2011
ARTICLE I — NAME AND MISSION
Section 1 — Name: The name of the organization shall be Southeastern New England Defense Industry Alliance (SENEDIA). SENEDIA shall be a nonprofit organization incorporated under the laws of the State of Rhode Island.
Section 2 — Mission: SENEDIA’s mission is to Identify, champion and coordinate issues that contribute to National security and provide benefit to the local communities and their respective governments, the Department of Defense, Department of Homeland Security and the Federal Government.
ARTICLE II — MEMBERSHIP
Section 1 — Eligibility for membership: Application for membership shall be open to companies, other organizations, and non-affiliated individuals who support SENEDIA’s mission and objectives. Additionally SENEDIA members may include public organizations and individuals as determined by the Board of Directors. All employees of member companies will be considered individual members. All members are responsible for the identification of issues and recommendation of initiatives that support the mission and objectives of the alliance.
Section 2 — Annual dues: The amount required for annual dues shall be determined by a majority vote of the Board of Directors each year; continued membership is contingent upon being up-to-date on membership dues. The Board of Directors may elect to allow reciprocal memberships with organizations with similar or complementary missions in lieu of dues.
Section 3 — Resignation and termination: Any member may resign by filing a written resignation with the secretary. Resignation shall not relieve a member of unpaid dues, or other charges previously accrued. A member can have their membership terminated by a majority vote of the Board of Directors.
ARTICLE III — GOVERNANCE
Section 1 — Board of Directors, role, size, and compensation: The Board of Directors is responsible for overall policy and direction of SENEDIA. The board shall consist of not more than 21 members; membership on the board is contingent upon being up-to-date on membership dues. At no time shall there be more than two (2) employees from the same company on the board. Amend 1 (However, any current board member in good standing who changes employment creating a violation of this limit shall be exempt from this restriction.) Amend 1 The board receives no compensation other than reimbursement of reasonable expenses.
Section 1 A. Terms: Any board member may resign from the board by filing a written resignation with the secretary. Resignation from the board will have no reflection on the status of the individual or company SENEDIA membership. A board member can be removed by a majority vote of the Board of Directors present at a regularly scheduled monthly meeting.
Section 1 B. — Meetings and notice: The board shall meet monthly, at an agreed upon date, time and place.
Section 1 C. — Board elections: Vacancies will be filled with new directors elected by a simple majority of the existing quorum of board members present at a regularly scheduled monthly meeting.
Section 1 D. — Quorum: A quorum must be attended by at least forty percent of board members (9 members) for business transactions to take place and motions to be acted upon.
Section 2 - Executive Board: The Executive Board shall govern all actions of SENEDIA with the advice and consent of the Board of Directors; however the Executive Board will act with the authority of the Board of Directors if it is in the best interest of SENEDIA at the discretion of the President with the advice and consent of both Vice Presidents.
Section 2 A. — Executive Board role, size, and term: The Executive Board shall be comprised of a President, 1st Vice President, 2nd Vice President, Secretary and Treasurer. Terms of the Executive Board will be for three (3) years. Upon the adoption of these rules on February 12, 2009 the term of each of the existing officers will expire as follows:
President - January 2012
1st Vice President - January 2011
2nd Vice President - January 2010
Secretary - January 2010
Treasurer - January 2011
Section 2 B. — Executive Board elections: Any member of the Board of Directors who is up-to-date on membership dues, can be elected by the Board of Directors for a three year term (or until the end of an existing term, when filling a vacancy) by a simple majority of board members present at a regularly scheduled monthly meeting, with no limit on the number of terms.
Section 3 - Sub-committees: Sub-committees as determined by the Board will be established and disestablished as necessary to maintain liaison with specific areas of interest.
Section 4 - Advisory Group: The advice and counsel of retired flag officers, senior government civilians and senior representatives of the defense industry will be solicited as appropriate.