The U.S.S. Manley (DD-940)

ARTICLE I

MEMBERSHIP AND DUES

The term of the annual membership in USS MANLEY (DD-940) ASSOCIATION, hereafter known as
THE ASSOCIATION, shall be for one year from January 1 through December 31. Dues in the amount
of $15.00 will be assessed annually as of January 1 to be payable not later than the opening date of the
succeeding reunion or October 1 whichever is earlier. The Treasurer will ensure that each member is
properly invoiced not later than March 1 yearly. Failure of any member to pay dues by October 1 will be
considered a voluntarily withdrawal of his membership. Reinstatement will be allowed when all unpaid
dues are settled. All dues payments will be made payable to: USS MANLEY (DD-940) ASSOCIATION.

ARTICLE II

FINANCIAL

The Treasurer will be the custodian of all bank accounts, checks, and financial records. The Treasurer is
authorized to sign checks on behalf of THE ASSOCIATION and the President will also be granted
signatory authority over all bank accounts.

The disbursement of THE ASSOCIATION funds must be approved by at least two Directors,

preferably the President and Treasurer. At no time will funds be disbursed without the expressed
approval of the President. Authorization may be made verbally or any other means but the Treasurer
must maintain a record of the approval.

The Treasurer will maintain records of all revenues and disbursements and will publish a financial
accounting at least annually as of December 31 not later than March 1 of the succeeding year. All financial
records and funds of THE ASSOCIATION will be transferred without delay whenever a change of the
incumbent occurs.

ARTICLE III

COMMITTEES

The President may appoint committees as deemed appropriate to carry out the functions of THE
ASSOCIATION. The Board of Directors will constitute the organizing committee for the reunion following
election to office.

ARTICLE IV

CONTRACTS

In order to carry on the business of THE ASSOCIATION, the President and Treasurer are authorized to
enter into contracts on behalf of THE ASSOCIATION, except that the Treasurer must first obtain the
authorization of the President.

ARTICLE V

BUSINESS MEETINGS

All business meetings will be open to all voting members, The President will preside at all business
meetings and receive all committee reports. In the event that the President is unavailable at a business
meeting, the vice-president will assume the duties of Chairperson.

Generally, voting rights are extended to the membership of THE ASSOCIATION and their vote may
be cast in person or by regular mail, electronic mail, facsimile, telephone, or letter. From time to time there
may be unusual circumstances of an expedient nature that require a vote of the membership present at a
business meeting. The Board of Directors will determine the type of vote to be conducted, except that a
vote to elect officers, to select the venue for the succeeding reunion, to increase annual dues, and to
exercise the recall of an officer must always include the total membership.

A general business meeting will be conducted at least once during each reunion.

ARTICLE VI

COMPENSATION

No officer or member of THE ASSOCIATION will be compensated for their voluntary services.

ARTICLE VII

CONDUCT OF BUSINESS

The Directors may conduct business on behalf of THE ASSOCIATION without the requirement of formal
meetings of the membership. It is recognized and accepted that separation by distance may hinder the
cohesive performance desired and certain functions of one Director may need to be performed by
another to guarantee a successful result. When circumstances warrant, no prior approval of the
membership is necessary. In all cases, the decision of the President will be regarded as final.

ARTICLE VIII

PARLIAMENTARY AUTHORITY

The rules contained in Robert's Rules of Order shall govern in all cases to which they are applicable and in
which they are not inconsistent with these By-Laws and any standing rules that may be in existence.



Submitted March 25, 2001



JOSEPH E. DENNISON

Interim President

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