By Laws of the

LONE STAR CHAPTER

of the

NATIONAL DEFENSE INDUSTRIAL ASSOCIATION

ARTICLE  I  -  NAME. The name of the organization shall be the “LONE STAR CHAPTER” of the 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 Laws by:

a.   Supporting current programs and activities of the Association.

b.   Providing a means for liaison with local United States government agencies and personnel.

c.      Encouraging and facilitating the exchange of information between industry and government with particular reference to national security and defense preparedness.

d.     Pursuing an active program in support of Association membership recruitment and retention efforts.

ARTICLE III - 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.

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 policies and objectives.

ARTICLE V – MEMBERSHIP.

a.      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.

b.     Individuals 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

a.      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 or By Laws or these Chapter By Laws, all the powers of the Chapter are vested in the Board.

b.      The Board shall, during the last quarter of the accounting year, establish the number of Directors for the following year. 

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

d.     The Board of Directors shall meet at least annually and thereafter as deemed necessary by the President or a simple majority of the Directors. 

e.       A quorum of the Board of Directors is constituted by a simple majority of the number of Board members.

f.       The Board of Directors shall designate Chapter offices.  These will include President, Secretary, Treasurer and other offices deemed necessary.

g.      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.

h.        The officers shall have such duties as generally pertain to their offices as well as duties conferred by the President.

ARTICLE VIII - MEETINGS

a.       An annual meeting of the Chapter will be held on a date set by the President.

b.     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.

c.      At any meeting of the members, each member entitled to vote shall have one vote, in person or by proxy.

ARTICLE IX  - ELECTIONS

a.        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 Board of Directors who shall vote whether to install the nominees to their positions. Upon vote by the Board of Directors, the new Officers and Directors shall commence their positions. The new Officers and Directors shall be voted on at the Annual Meeting. The floor will be open for new nominations at the Annual Meeting.

b.     Directors will be elected for a term of three years. Director vacancies may be filled at any time during the year by a majority vote of the directors.

c.    Officers will be elected for a period of three years.  No one shall serve more than two consecutive three-year terms as any one Officer position.  In the absence of the President, those duties shall rest with the Vice President and then to the Treasurer, Secretary; In the absence of any Officer, upon a member of the Board of Directors in order of seniority.

ARTICLE X – FINANCES

a.        The fiscal year of the Chapter shall be the same as the fiscal year of the Association.

b.     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.

c.      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 by appointed by the President from within the general membership with the approval of the Board of Directors.

d.     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.   

e.      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.

f.       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. 

g.      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 fund raisers.

h.      No government employee shall serve as a salaried employee of the Chapter.

ARTICLE XI - COORDINATION 

a.  Coordination of 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 participant from outside the Chapter’s geographical area.

12.  AMENDMENTS

a.      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.

b.     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.