UDT-SEAL ASSOCIATION, INC.
CONSTITUTION AND BY-LAWS
(Revised and Adopted July 2014)
Mindful of the traditions of “The Teams” and the importance of fellowship and teamwork in creating their legacy; our interest in the welfare of those who served, are now serving, and who will serve; our devotion to teammates, in good fortune or distress, and our reverence for the memory of our departed teammates; we associate ourselves together and establish and adopt the following:
NAME AND PURPOSE
Section 101. The name of this organization is the UDT-SEAL Association, Incorporated. The UDT-SEAL Association is a tax-exempt, non-profit corporation under and pursuant to the laws of the Commonwealth of Virginia. The Association is approved by the Internal Revenue Service (IRS) under the Internal Revenue Code 501 (c) (19) as exempt from federal income tax (EIN 23-7088225). The Association is a non-sectarian and non-partisan organization. It cannot endorse or disparage a political platform or a candidate for office.
Section 102. The headquarters of the UDT-SEAL Association shall be located onboard Joint Expeditionary Base Little Creek-Fort Story in the City of Virginia Beach, in the Commonwealth of Virginia. The books, records, and files of the Corporation are maintained at the administrative headquarters. The Association may also have offices at such other places both within and outside the Commonwealth of Virginia as the Board of Directors may deem necessary.
Section 103. The UDT-SEAL Association name, trademarked logo(s) and insignia, title of its publication(s), and other distinguishing items may be used only by persons authorized in writing or contracted by the Board of Directors for furthering the Association’s PURPOSE.
Section 104. The PURPOSE of the UDT-SEAL Association is:
a.To fraternally unite all persons who were assigned to Naval Combat Demolition Units (NCDUs); Scouts and Raiders (S&R); Office of Strategic Services-Maritime Unit (OSS-MU); Underwater Demolition Teams (UDTs); who were, are, or will be assigned to SEAL Teams, SEAL Delivery Vehicle (SDV) Teams, Special Boat Teams (SBT) and Naval Special Warfare Combat Support/Combat Service Support Technicians, and those who served the United States Navy; and those who served the Naval Special Warfare Community, collectively referred to as “The Teams.”
b.To perpetuate the tradition of “The Teams,” and encourage the highest degree of skill, efficiency, discipline, and loyalty among the members.
c.To commemorate the memory of Team personnel who have given or shall give their lives in the defense of our Nation and the Free World.
d.To recognize the moral, intellectual, social, and economic benefits of members and their families; forward and promote the general welfare and prosperity of members; and, improve by all lawful means their status and conditions.
e.To establish, perpetuate, and expand scholarship programs, and the Member Life Assistance Program.
f.To educate members and the citizens of the United States in the development of Naval Special Warfare (NSW), and to keep all concerned persons informed of new developments within NSW consistent with security regulations.
g.To join for social camaraderie and encourage every member of the UDT-SEAL Association toward a closer, personal relationship and friendly spirit of mutual cooperation.
h.To conduct an annual business meeting and reunion events for the enjoyment of members.
i.To recognize UDT-SEAL Association members as a part of a unique and select fraternity of individuals, who are role models within their communities and society, and to encourage every member to conduct themselves in the highest traditions of “The Teams” and the U.S. Naval Service.
j.To preserve and nourish the unique relationship that exists between the retired, separated, and active duty members of the UDT-SEAL Association.
Section 105. The Association is not organized for profit. No part of its net earnings inures to the benefit of any private shareholder or individual.
BOARD OF DIRECTORS
Section 201. The entire legislative, executive, and judicial government of this organization will be vested in the Board of Directors. The Board of Directors will conduct the business and affairs of the organization and report actions it has taken at meetings of the general body.
Section 202. The Board of Directors shall consist of not less than five (5), normally eleven (11), and not more than twenty one (21) Directors each having only one vote. At least 60% of the Board shall be Regular members. Board members will be elected for a minimum of two years. These members must be available to conduct the business of the Association. Chapter presidents, although not part of the Board of Directors, have the same responsibilities as Board members at-large and shall have voting privileges when attending the Board meetings, but no individual will have more than one vote. Any Director may be removed from the Board by a super majority vote of two-thirds (2/3) of the Board, whenever the Board in its absolute discretion, considers removal to be in the best interest of the Association.
Section 203. The Board of Directors has the power to fill any Board vacancy, which may occur by a majority vote. The person elected to fill the vacancy will hold office for the remainder of the term.
Section 204. The Board of Directors shall be guided by this Constitution and By-Laws and make rules governing the conduct of the members while representing or conducting activities on behalf of the Association. Instruments called “Board Directives” will be used to formalize policy and provide guidance on matters important to the membership. Board Directives will provide a background, discussion, and stipulated policy or procedure to be followed or decision made by the Board of Directors. Board Directives are dynamic documents. Board Directives will be announced in The BLAST and retained on file at the UDT-SEAL Association headquarters.
Section 205. The Board of Directors is responsible for the conduct of daily business, property control, financial management of the Association, and will oversee quarterly publication of The Blast. Board members shall serve without salary. The Board of Directors is empowered to hire personnel to assist and advise them in the execution of their duties.
Section 206. Personnel hired by the Board of Directors will receive compensation commensurate with duties and responsibilities of the assigned position. A hired individual is not required to be an Association member. A hired individual may serve on committees in an advisory but non-voting capacity.
Section 207. The President will normally call a monthly meeting of the Board of Directors. Additional meetings will be held at such other times as the Board shall determine. A quorum is required to conduct business transactions at any meeting. At least one-half of the voting Board members composed of at least sixty (60) percent Regular members shall constitute a quorum. A super majority vote of two-thirds (2/3) of the Board of Directors is required to approve a Board Directive. If a Director cannot attend a meeting, he may provide a proxy which shall be counted towards a quorum and included in the votes on any Association transactions at the meeting.
Section 301. The officers of the Board of Directors shall consist of a President, Vice-President, Treasurer and Secretary. The President and the Vice-President must be Regular members. The Secretary and/or Treasurer may be either a hired or volunteer person. Any officer may be removed at any time by a super majority vote of two-thirds (2/3) of the Board whenever the Board determines removal is in the best interest of the Association.
Section 302. Duties of Officers.
a.President. The President will preside at general meetings of the organization and Board of Directors meetings. He has the authority to sign and acknowledge instruments necessary to conduct Association business. The President is the primary representative of the UDT-SEAL Association and as such, will conduct external business on behalf of the Association. He may designate any officer or member to represent him at public ceremonies and meetings. The President will appoint all the standing or special committees to conduct the business of Association.
b.Vice-President. The Vice-President, in the absence of the President, shall discharge the duties of the President.
c.Secretary. The Secretary shall have general custody of all books, documents, papers, minutes, and records of the organization. The Secretary will give due notice of all meetings, maintain the general correspondence, take and transcribe all minutes of the meetings, and present the minutes at next meeting. At the expiration of the Secretary’s term, all books and records will be delivered to the incoming secretary.
d.Treasurer. The Treasurer is the custodian of the operating budget and will co-sign checks with the President or Vice-President. The Treasure will receive and deposit all funds collected in an account approved by the Board of Directors and ensure that all obligations are paid on time. The Treasurer will be responsible for the accurate and proper maintenance of the financial records, receipts, and disbursements. The Treasurer will also be responsible for collecting all membership dues and maintaining an accurate record of membership, past and present. The Treasurer will provide reports at Board of Directors meetings and the annual business meeting, and make books available for examination at any time.
COMMITTEES AND CHAPTERS
Section 401. Committees. As a general rule, committees will be formed to research, analyze, and present recommendations to the Board of Directors on issues of significance to the Association. The President will appoint a committee chairman who will select, appoint, and organize the committee. The chairman will report the committee’s findings and recommendations to the Board of Directors. The standing committees are formed to deal with reoccurring issues. The standing committees are: Scholarship Committee, Reunion Committee, Budget and Finance Committee, Merchandising Committee, and The BLAST Committee. Other committees will be formed as required.
Section 402. Chapters. A chapter is a group of members who live, work, or are stationed in proximity to each other and organized to cooperatively promote the PURPOSE of the UDT-SEAL Association. Chapters may engage only in activities that conform to the Association’s PURPOSE. Requests to form a chapter must be submitted to, and approved by, the Board of Directors. If a chapter willfully violates or refuses to comply with the Constitution and By-Laws as well as Board Directives, or engages in practices which tend to bring discredit to the good name of the Association, the Board of Directors has the authority to suspend or revoke the charter of that chapter.
Section 403. Chapter Formation
a.Five or more Regular or Associate members are required to form a chapter. Only Association members in good standing may be Chapter members. A member may only belong to one chapter at a time. If a chapter falls below five members they will have six months to recruit new members. If after six months a chapter cannot identify new members the chapter will be dissolved.
b.The proposed name and location of the chapter will be included on the application. The names and contact information (email and phone number) of chapter members will be included on the application. The application will name the temporary officers. A president, vice president, secretary, and treasurer are required. The secretary and treasurer can be combined into one position. The application to form a chapter can be found on the UDT-SEAL Association secure (members only) website:
c.The Executive Director, or designated board member, will review the application and present it to the UDT-SEAL Association Board of Directors for approval.
d.After the chapter has demonstrated its health, vitality, and ability to conform to the Constitution and Bylaws of the UDT SEAL Association permanent status will be assigned after one year in accordance with the UDT-SEAL Association Chapter SOP’s.
e.A member of a chapter who moves has the option to remain a member of that chapter or join another local chapter. Chapter officers who relocate are required to resign their position.
Section 404. Chapter Relations
a.The Association maintains contact with chapters by posting news, minutes, fiscal reports, direct communication through the UDT-SEAL Association secure (members only) website. In addition, the Association can help chapters identify potential members who are located within their region.
b.The Association supports active chapters by providing funding to offset expenses for fundraising events.
c.The chapter president or treasurer is responsible for submitting requests for funding and materials to support fundraising events. The request must be submitted prior to the next Board of Director meeting for consideration and processing.
d.The Association Board of Directors will determine commensurate rewards/awards for chapters that actively promote fundraising initiatives, membership growth, and support to the Association.
e.Chapters cannot obligate the Association to any financial or other commitment. The Association Board of Directors has final decision authority for all financial and other commitments that impact the Association.
Section 405. Chapter Operations
a.Any changes to the name and area of the chapter must be approved by 60% of chapter membership and submitted to the Association Board of Directors for approval.
b.The chapter president is responsible for all operations. He delegates duties to other officers as well as committee chairmen. He regularly schedules meetings for the chapter members and officers and recruits new members.
c.The chapter president and designated treasurer have fiscal control by means of approved budgets, expenditures, and accountability during fundraising events.
d.Chapter presidents will review, sign, and submit a timely application for a fundraising event to the Association Executive Director for review and approval by the Board of Directors. The application can be found on the member’s only website.
e.Chapters will meet at least quarterly. Chapters will maintain minutes of their meetings and submit a copy of minutes to the Association Secretary within thirty days of meeting completion. This will help keep the Board of Directors informed of any issues that require action from the board.
f.Elections of Chapter Officers are to be held prior to the annual UDT-SEAL Reunion member business meeting. Chapter elections are conducted in accordance with the UDT-SEAL Association’s Chapter Affiliation Agreement.
g.The chapter president can assess chapter dues with approval from 60% of chapter membership. Chapter dues do not reduce the Association membership requirement.
Section 501. The annual general membership meeting will be conducted on the Saturday that falls during the third complete weekend of July. The meeting will be organized by the Board of Directors and chaired by the President. The annual meeting will coincide with the UDT-SEAL Association’s reunion.
Section 502. The Board of Directors will normally meet monthly. All meetings are open to the members wishing to attend. Members cannot vote or participate in matters before the Board. Members who have suggestions, ideas, recommendations or complaints should submit their issues in writing to the Board of Directors through their chapter representative, who will in turn send them to the Board of Directors for study, research, and recommendations to the president and the membership. Unaffiliated members must submit suggestions, etc., to the Board of Directors in writing for action to be taken. This is done to ensure proper and timely execution of business. Ample time (at least 30 days) must be allowed for the issue to be researched before it can be included on the agenda for a Board of Directors meeting. All resolutions to be made at the Annual Business Meeting must be submitted in writing to the Board of Directors at least sixty (60) days prior to the meetings so that the proper study and research may be made of the resolution and information sent via mail and/or email to all members advising them of the resolution’s contents and implications.
Section 503. When applicable and consistent with this Constitution and By-Laws and Board Directives, the parliamentary procedures as specified in the latest edition of Roberts Rules of Order will govern business meetings of the UDT-SEAL Association.
Section 504. Minutes of all Association meetings will be recorded by the Secretary and include members in attendance, business transactions, and all decisions made by the Board. Minutes will be retained at the Association headquarters.
Section 601. There are three categories of individual membership as outlined and recognized by Internal Revenue Code (IRC) 501 (c) (19): Regular member, Associate member, and Legacy member. There are two categories subjugated to non-member status: Sponsored Associate, and Honorary member.No one will be barred because of race, color, national origin, sex, religion, or political affiliation from membership.
Section 602. Regular (Annual/Lifetime) voting membership may be granted to individuals that are currently serving, or served, as a “Combat Swimmer” in the United States Navy or Office of Strategic Services (OSS). “Combat Swimmer” units collectively referred to as “The Teams” recognized by the UDT-SEAL Association are: Naval Combat Demolition Units, Amphibious Scouts and Raiders, OSS Maritime Units, Underwater Demolition Teams, SEAL Teams, and SEAL Delivery Vehicle Teams. “Combat Swimmers” recognized by the UDT-SEAL Association will have been awarded a SEAL operator NEC (532X) or officer warfare designator (113X) . If the individual served before establishment of these Navy warfare specialty designators, he is eligible for regular membership if he can provide proof of graduation from a course of instruction for combat swimmers, recognized by the UDT-SEAL Association, leading to assignment and service in “The Teams”. Viet Nam era Hospital Corpsmen with qualifying service assigned to “The Teams” prior to being allowed to attend BUD/S (Basic Underwater Demolition/SEAL) training will be considered eligible for Regular membership. Membership may be rejected for applicants whose designator/NEC was removed for reasons other than medical disqualification or a reduction in force. Members not currently serving on active duty must have received an honorable discharge.
Section 603. Associate (Annual/Lifetime) non-voting membership may be granted to individuals who have served, or are currently serving, in the Naval Special Warfare community but do not meet eligibility requirements for Regular membership. Associate members include individuals who have been, or are currently assigned as Special Warfare Combatant-craft Crewmen (SWCC), and may be extended to individuals who have been, or are currently assigned to: “The Teams”, Naval Special Warfare commands, Naval Special Warfare Task Groups/Units/Elements, or other formal assignment as a military or civilian attachment to Naval Special Warfare recognized by the Board. “Grandfathered” Combatant-craft Crewmen include Special Boat operators / captains / patrol officers with Naval Special Warfare service recognized by the Board. If the applicant served in the military, he/she must have been honorably discharged.
Sections 604. Legacy (Annual) non-voting membership may be granted to an individual who is a qualifying relation of either a Regular member or a Special Warfare Combatant-craft Crewman (SWCC) Associate member. “Grandfathered” Combatant-craft Crewmen include Special Boat operators/captains/patrol officers with Naval Special Warfare service recognized by the Board. Qualifying relations for Legacy membership are defined as spouse, widow, widower, ancestor, or lineal descendant. Collateral relations of the Service Member (Aunts, Uncles, Brothers, Sisters, Nephews, Nieces, and Cousins) are not eligible for Legacy membership and fall under the Sponsored membership category. If the Service Member is deceased, there is no requirement for him to have been an Association member for the qualifying family member to be eligible for Legacy membership. However, if the Service Member is living, he is required to be a Regular or Associate (SWCC) member in order for his qualifying family member to be eligible for Legacy membership. Legacy members are individuals who desire to be affiliated with the Association because of heritage. The Board of Directors will review and screen all Legacy membership applications for legitimacy before granting membership. At its discretion, the Board may authorize Lifetime Legacy memberships for special circumstances. Legacy members must honor the service of their ancestor and current members of the “Teams” through their own exemplary citizenship and patriotism to remain eligible for continued legacy membership.
Section 605. Sponsored Associate (Annual) is a distinction which may be granted to individuals, both civilian and military, who have not served in the Naval Special Warfare Community but have contributed or possess the potential to make significant contributions to the Naval Special Warfare community. Only a current Regular member may nominate a candidate for Sponsored membership, and in so doing must provide a description of the candidate’s contributions. The Board of Directors will review all sponsored membership applications. If there is any question about the nominee, or description of contributions submitted, the Board of Directors will contact the nominating member directly for clarification before approval. The Sponsored Associate does not meet the requirements for membership as specified in IRC 501 (c) (19), therefore, is not entitled to make motions or vote in business of the UDT-SEAL Association. The Sponsored Associate distinction is created to recognize the contributions made by those who meet the requirements outlined above. Sponsored Associates are eligible to receive the Blast and are welcomed guests at social events conducted by the Association.
Section 606. Honorary (Lifetime) membership status may be bestowed upon any individual the Board of Directors considers has contributed through significant service for the ideals upon which the Association is founded. Approval requires super majority vote of two-thirds (2/3) of the Board. Honorary members do not pay dues. The Honorary Member does not meet the requirements for membership as specified in IRC 501 (c) (19), therefore is not entitled to make motions or vote in business of the UDT-SEAL Association. Honorary Members are eligible to receive the Blast and are welcomed guests at social events conducted by the Association.
Section 607. An individual applying for Regular, Associate, or Legacy membership will use an official application form addressed to the UDT-SEAL Association. The Board of Directors will grant membership in the appropriate category based upon the individual’s qualifications and the UDT-SEAL Association By-Laws. Proof of “Combat Swimmer” qualifications for Regular membership, proof of assignment to a Naval Special Warfare organization for Associate membership, proof of relationship and the precedent’s eligibility for Legacy membership, must accompany the application. A Regular member who wishes to submit a Sponsored membership application must include a description of the candidate’s contributions or potential for significant contributions for consideration. Normally, completion of the application form is all that is required for active-duty applicants. Applicants who desire Regular or Associate membership not currently serving on active-duty must provide a copy of their DD Form 214, or any other documentation that will verify eligibility.
Section 608. Any member, regardless of category, may attend meetings, conventions, or open social gatherings sponsored by the Association. Any member may contribute ideas and suggestions which might further the PURPOSE of the Association. Members are entitled to carry their membership card and receive The BLAST. They can also display flags, signs, banners, and other items that have been sanctioned by the UDT-SEAL Association.
Section 609. Membership is terminated through resignation, expulsion, or non-payment of dues. Expulsion can result from falsification or misrepresentation on an application form or any action, deed, or behavior, which brings discredit, humiliation, or embarrassment upon the Association. The president of the Association will appoint a panel to investigate and bring about a decision as to suspension or expulsion of members.
Section 610. A member suspended or expelled may request a hearing before the Board of Directors. Any and/or all reports of investigations, or other written reports, documents, tapes, or any other information or witnesses must be made available in their entirety to the Board of Directors. The judgment of the Board of Directors is final. A member expelled forfeits all dues and all fees paid prior to expulsion. Any members charging a member or members with grounds for expulsion must substantiate such charges.
Section 611. Memberships are limited in order to comply with Federal IRS requirements to maintain tax exempt status. Maintaining status as a Veterans Organization (IRC 501 (c) 19) and War Veterans Organization (IRC 170 (c) 3) requires:
a.90% must be War Era Veterans.
b.97.5% must be Active Duty/Veteran/Cadets, or spouse, widow, widower, ancestor, or lineal descendant of an Active Duty Service Member or Veteran.
c.Every current and prospective member must submit proof of service or status as a qualifying relation to an Active or Veteran Service Member.
Accordingly, the Board of Directors will conduct an annual membership review to insure these limitations are adhered to. This also insures donors to the UDT-SEAL Association qualify for their allowed Income Tax deductions.
Section 612. Benefits. Dependent scholarship eligibility for Regular and Associate members, Members Life Assistance Program (MLAP), Veteran Assistance for Regular and Associate members, four (4) quarterly issues of The Blast, Member’s Only access to the Association Website, admission to all Association social events, and continuous Association news and event updates.
DUES AND FEES
Section 701. Annual dues are set by the UDT-SEAL Association Board of Directors. Annual membership is based on the calendar year (January 1-December 31), therefore, annual membership dues are not pro-rated. Current annual members may renew their membership for the following year starting on 01 October. Renewing annual members not paying their dues by the end of February of the current year will no longer be a member in good standing and will be assessed a late fee. Members are considered in good standing once their annual membership dues are paid.
Section 702. Lifetime memberships (regular or associate) are available by paying the lifetime membership fee.
Section 703. New and renewing members paying their dues after October 1 will be credited as members for the following calendar year. They will receive The BLAST, but renewing members will not be recorded as a member for that calendar year and are thus not eligible for any benefits requiring continuous membership.
Section 704. Benefits for not letting membership lapse:
a.For dependents to be eligible for the scholarship program the sponsor must have been a Regular or Associate member of the Association for the three consecutive years prior to the year the application is submitted, and have paid his dues for the application year.
b.To ensure receipt of all four quarterly issues of The BLAST and the annual membership roster..
ELECTIONS AND VOTING
Section 801. The Directors of the UDT-SEAL Association are elected for a two-year term. Approximately half of the elected officials stand for re-election every year. Elections shall be held at the October Board of Directors meeting. Nominations must be submitted in writing between July 1 and August 31 to the Board of Directors. A nominating committee will confer with all candidates concerning their desire and ability to attend monthly meetings at the Association headquarters. The Board of Directors will present a list of all nominees to the membership before the October election. Members may vote in the election at the October Board of Directors meeting.
Section 802. Any Regular or Associate member may serve on the Board of Directors as an officer or director-at-large. The board shall maintain at least sixty (60) percent Regular members at all times to preserve its composition for quorum purposes. Present Board members are automatically nominated for reelection unless they choose to decline.
Section 803. The Board of Directors will determine which Board members will serve as officers of the Association. Newly elected Directors, incumbent Board members, and those serving as officers will be announced in the first quarter issue of The BLAST. The Board of Directors and those directors serving as officers will assume their positions at the December Board of Directors meeting.
Section 804. Only members in good standing can serve on the Board of Directors.
Section 805. Voting members are regular members in good standing. Voting members are entitled to vote on each matter Submitted to the membership by mail or at the general membership meetings.
Section 901. The official publication of the UDT-SEAL Association is The BLAST. It is owned, published, and title-registered in the name of the UDT-SEAL Association. The BLAST is published quarterly and distributed to members in good standing. All members are encouraged to write to the editor of The BLAST so that information and pictures of interest to the membership maybe published.
AMENDMENT OR REVISION
Section 1001. Recommendations for amendments to the Constitution and By-laws will be researched, reviewed, and voted on by the Board of Directors for presentation at the annual meeting. Two-thirds vote in favor of the amendment by the Board of Directors is required to merit presentation at the annual meeting. For the amendment to be approved, two-thirds of the regular members attending the annual meeting must concur.
Section 1002. If an amendment is approved, the Board of Directors will update the Constitution and Bylaws.
Section 1101. The Association shall indemnify its Directors and Officers to the extent permitted by law for actions taken in the performance of their duties for the Association.
Section 1201. The Association may be dissolved by vote of a majority of the voting members. Upon notification of dissolution of the Association by the voting membership or other persons with power to require such dissolution, all assets would be distributed to the Navy SEAL Foundation, a 501 (c) (3) Charitable Organization, (EIN #31-1728910), or other 501(c)(3) or 501(c)(19) organization with a similar mission and in accordance with the applicable laws of the Commonwealth of Virginia after all outstanding bills and debts have been liquidated.