Approved by the Board of Control:
Amended and Restated
Constitution of the Naval Academy Athletic Association
(an unincorporated nonprofit association)
Name and Location
Section 1.1 Name. The name of the association is:
"NAVAL ACADEMY ATHLETIC ASSOCIATION"
Section 1.2 Location. The principal office of the Naval Academy Athletic Association (hereafter the "Association") is at 566 Brownson Road, United States Naval Academy, Annapolis, Maryland 21402. The Association may establish additional offices at such other locations as the Board of Control may provide.
Mission, Objectives, Purposes, and Limitations
Section 2.0 Mission. The Naval Academy Athletic Association, founded in 1891, is a 501(c)(3) nonprofit organization whose objective is to "promote, influence, and assist in financing the varsity athletic programs of the midshipmen of the United States Naval Academy" in accordance with the policy of the Superintendent of the Academy. Through an intercollegiate athletics program that is one of the largest in the country, every midshipman, male and female, is afforded the opportunity to compete in athletics at the Division I level. The emphasis on physical fitness is borne out in the first line of the mission of the U.S. Naval Academy: To develop midshipmen morally, mentally and physically.
Section 2.1 Objectives. The objectives of the NAAA are as follows:
- Reinforce the educational and moral values of the Academy leading to the commissioning of officers of the United States Navy and Marine Corps;
- Field highly competitive and successful Division I intercollegiate teams that promote spirit and pride in the Brigade and alumni;
- Successfully operate as a non-government entity and generate external revenues with fiscal responsibility and in cooperation through a supportive relationship with the USNA Administration and Foundation;
- Promote the U. S. Naval Academy to the community, alumni, fans, media and corporations in a manner that generates pride in association and commitment to support;
- Advance the synergy among all units of physical activity, education and their staff to the benefit of the Brigade;
- Enhance the aesthetic dignity and stature of the Yard and Navy-Marine Corps Memorial Stadium while constructing and maintaining first class sports facilities and grounds commensurate with the finest in the Nation;
- Operate the Association within the policies, procedures and guidelines of the National Collegiate Athletic Association and the conferences and leagues with which the U. S. Naval Academy varsity programs are affiliated.
Section 2.2 Purposes. The Association is formed exclusively for charitable and educational purposes, and the business and objects to be carried on and promoted by it are:
a) To support the physical fitness of midshipmen at the United States Naval Academy (hereafter the "Naval Academy") and to manage the Naval Academy's varsity athletics program;
b) To organize and operate exclusively for charitable purposes and the conduct of such activities as are permitted of organizations which are exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law) and contributions to which are deductible under Sections 170(c)(2), 2055(a)(2) and 2522(a)(2) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law).
c) In its own name, to accept, acquire, receive, take and hold by bequest, devise, grant, gift, purchase, exchange, lease, transfer, judicial order or decree or otherwise for any of its objects and purposes, any property, both real and personal, of whatever kind, nature or description and wherever situated.
d) In its own name, to sell, exchange, convey, mortgage, lease, transfer or otherwise dispose of any such property, both real and personal, as the objects and purposes of the Association may require, subject to such limitations as may be prescribed by law.
e) In its own name, to borrow money, and from time to time, to make, accept, endorse, execute and issue bonds, debentures, promissory notes, bills of exchange, and other obligations of the Association for moneys borrowed or in payment for property acquired or for any of the other purposes of the Association, and to secure payment of any such obligations by mortgage, pledge, deed, indenture, agreement, or other instrument of trust, or by other lien upon, assignment of, or agreement in regard to all or any part of the property, rights or privileges of the Association wherever situated, whether now owned or hereafter to be acquired.
f) To invest and reinvest its funds in such stock, common or preferred, bonds, debentures, mortgages or in such other securities and property as its Board of Control shall deem advisable, subject to the limitations and conditions contained in any bequest, devise, grant or gift, provided such limitations and conditions are not in conflict with the provisions of Section 501(c)(3) of the Code and its regulations as they now exist or as they hereafter may be amended.
g) And in general to have and exercise all powers conferred by the general laws of the State of Maryland upon unincorporated associations without capital stock formed there under as fully and to the same extent as if each and all of said powers were enumerated and set forth at length herein.
Section 2.3 Limitations. The following provisions are hereby adopted for defining, adopting, limiting, and regulating the powers of the Association and its members.
a) No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Section 2.0 hereof.
b) No substantial part of the activities of the Association shall be the carrying on of partisan or political activities or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in, any political campaign on behalf of any candidate for public office.
Election of Governing Principles
Section 3.1 Unincorporated Association. The Association conducts business as an unincorporated association but elects to govern itself as an entity consistent with Title 5, Subtitle 2, "Nonstock Corporations," of the Corporations and Associations Article of the Annotated Code of Maryland (the "Corporations Article"). This Constitution shall be considered to be the Association's bylaws as provided for in Section 5-202 of the Corporations Article.
Section 3.2 Board of Control. The members of the Board of Control shall be deemed "directors" and shall have the powers, duties, and protections granted by law to directors of Maryland corporations under Title 2, Subtitle 4 of the Corporations Article, and the case law precedent interpreting that title.
Section 3.3 Members. Members of the Association shall have such rights as are set forth in this Constitution and all such other rights as are accorded to members of a Maryland nonstock corporation per Title 5, Subtitle 2 of the Corporations Article.
Section 3.4 Distinct Entity. The Association is a distinct legal entity with a legal existence separate and apart from that of its members. The Association may hold title to property or incur debt in its own name, upon such terms and subject to such limitations as may be established by the Board of Control. The Association may sue and be sued in its own name.
Members of the Association
Section 4.1 Membership. Members are individuals who donate annually to the Association at dollar levels established by the Association and whose donations are accepted by the Association.
Section 4.1.1 The Blue and Gold. An individual may become a member of the Naval Academy Athletic Association by joining the "The Blue and Gold". The Blue and Gold is the membership entity of the Association, and is open to any individual who makes a contribution that meets the financial requirements of any one of multiple donation levels established by the NAAA. Members donate to Blue and Gold on an annual basis, for the term of January 1 to December 31.
Section 4.1.2 Renewal. Membership ceases upon failure to renew membership for the following calendar year in which membership benefits are extended. Membership may be reestablished upon a non-prorated renewal as appropriate by stated membership levels during that calendar year.
Section 4.2 Term of Membership. A term of membership runs for one (1) calendar year and is then subject to renewal.
Section 4.3 Rights of a Member. Consistent with rules established by the Association from time to time, each member shall be entitled to preferential seating at Naval Academy football games for which the member purchases a ticket and, where practicable, for other Naval Academy athletic events for which the member purchases tickets. Each member is entitled to one (1) vote on all questions presented to the membership for action. There are no annual or special meetings of the members. Members have the right to participate in the process of approving changes to the Constitution, as is more fully described in Article XII herein. Members do not have the right to vote to appoint members of the Board of Control or to appoint officers of the Association. Membership rights are personal to the member and may not be transferred or exercised by proxy.
Section 4.4 Grandfathering. Nothing in this Constitution shall be construed to deprive any member now in good membership standing of any rights or privileges previously granted by the Association.
Role of the Superintendent
Section 5.1 Status. The Superintendent of the United States Naval Academy (the "Superintendent") is neither an officer of the Association nor a member of its Board of Control, but holds oversight powers and responsibilities with regard to the Association, as elaborated in this Constitution.
Section 5.2 Authority to Approve Board of Control Action. The Superintendent reviews the minutes of all meetings of the Board of Control and approves or disapproves all actions of the Board of Control.
Section 5.3 Power to Appoint Board of Control Members. The Superintendent appoints certain members of the Board of Control as is set forth in Article VI.
Section 5.4 Duties with Regard to Institutional Control. The Superintendent hires the Director of Athletics, who serves as the President of the Association. Through the Superintendent's oversight of the Director of Athletics and Board of Control, the Superintendent exercises final authority over all athletic policy decisions at the Naval Academy and is responsible for institutional control of the Naval Academy's varsity athletics program as per this Constitution and National Collegiate Athletic Association legislation.
Section 5.5 The Operating Agreement. The Superintendent approves the terms of the Operating Agreement running between the Naval Academy and the Association as is described in Article XI.
Board of Control
Section 6.1 Authority of the Board of Control. The business and affairs of the Association shall be managed under the direction of the Board of Control, but subject to the Superintendent's oversight authority as delineated in Article V. The Board of Control will provide input to management at the strategic level. The Association is authorized to receive contributions, donations, bequests, and other forms of gifts. The Association is further authorized to receive revenue derived from business operations authorized by the Board of Control.
Section 6.2 Composition of Board of Control. The Board of Control consists of the following nine (9) positions:
a) The Chair of the Board of Control;
b) The President of the Association;
c) The Vice President of the Association;
d) Two (2) members of the faculty or staff of the Naval Academy;
e) An Officer Representative for a varsity team;
f) The Naval Academy's Institutional Athletics Representative to the NCAA; and
g) Two (2) at-large members.
Section 6.3 Board Member Path to Office. The members of the Board of Control gain office by the following means:
The Chair of the Board of Control. The Commandant of Midshipmen serves as the Chair of the Board of Control.
The President and Vice President of the Association. The President and Vice President of the Association serve on the Board of Control by virtue of their holding those offices with the Association.
Faculty or Staff Representatives. These two members are appointed by the Superintendent from among the faculty or staff of the Naval Academy.
Officer Representative. This member will be a serving Officer Representative of a Naval Academy varsity athletic team appointed by the Commandant in consultation with the Director of Athletics.
Institutional Representative. This member is the Naval Academy's Institutional Athletics Representative to the National Collegiate Athletic Association.
At-Large Members. The Superintendent appoints two at-large members.
Section 6.4 Ex Officio, Non-Voting Members. The Board of Control may, with the concurrence of the Superintendent, appoint ex officio, non-voting members to the Board of Control.
Section 6.5 Number, Qualification, and Continuation in Office of Directors. By the affirmative vote of two-thirds (2/3) of the entire Board of Control, the Association may change the number of directors, provided that no decrease shall affect the tenure in office of any incumbent director, and provided further that there shall not be fewer than three (3) directors. Each director shall be a member of the Association. Each director shall hold office until the first to occur of: (a) the selection of such director's successor, (b) the resignation of such director, or (c) the director's physical inability to serve for any other reason.
Section 6.6 Board Tenure. With the exception of the Chair, President, Vice President and Institutional Athletics Representative, directors serve a term of three years dating from June 1 and are subject to reappointment for one or more terms.
Section 6.7 Standard of Care. Members of the Board of Control shall fulfill their duties in good faith, in a manner that they reasonably believe to be in the best interests of the Association, and with the care that an ordinarily prudent person in a like position would use under similar circumstances, per the standard of care prescribed in Section 2-405.1 of the Corporations Article. The foregoing notwithstanding, it is recognized that active duty military personnel and federal civil servants serving on the Board of Control owe their primary duties to the Department of the Navy and are, therefore, precluded from considering, or voting upon, any issue coming before the Board of Control which places the interests of the Association in conflict with those of the Department of the Navy.
Section 6.8 Committees. The Board of Control shall include three committees, each composed of members of the Board as well as additional individuals, as determined appropriate by the Board at-large and approved by the Superintendent.
6.8.1 Financial Oversight Committee. The purpose of the Financial Oversight Committee of the Board of Control is to provide assistance to the Board in fulfilling its fiduciary oversight with respect to matters involving the accounting, auditing, and financial reporting of the NAAA. The Financial Oversight Committee shall review the operating budget proposed by management and present it annually to the full Board of Control for approval. The fiscal year shall be 1 June to 31 May.
6.8.2 Investment Committee. The purpose of the Investment Committee of the Board of Control is to provide assistance to the Board in fulfilling its fiduciary oversight with respect to matters pertaining to the NAAA portfolio, including the general investment policy and evaluation of the performance of the investments.
6.8.3 Policy Committee. The purpose of the Policy Committee of the Board of Control is to provide assistance to the Board in fulfilling its administrative oversight with respect to matters pertaining to NCAA compliance, student-athlete welfare and best practices of the non-profit organization in an educational environment.
Board Meetings and Voting
Section 7.1 Meetings. A regular meeting of the Board of Control shall be held quarterly at a date, time and place determined by the Chair. The Chair may call special meetings upon reasonable notice to the members of the Board of Control.
Section 7.2 Quorum and Voting Threshold. A majority of the entire Board of Control shall constitute a quorum for the transaction of business. Except as is otherwise provided in this Constitution, the affirmative vote of a majority present at a meeting at which a quorum is present constitutes the action of the Board of Control. In the event of a tie vote, the vote of the Chair controls.
Section 7.3 Unanimous Consent in Lieu of a Meeting. Any action required or permitted to be taken by a meeting of the Board of Control may instead be taken without a meeting if a unanimous consent which sets forth the action: (a) is given in writing or by electronic transmission by each member of the Board of Control, and (b) is filed in paper or electronic form with the minutes of proceedings of the Board of Control.
Section 7.4 Compensation. The Association shall not pay compensation to Board of Control members for services rendered as directors. Directors may be reimbursed for expenses incurred in the performance of their duties to the Association, in reasonable amounts approved by the Association.
Section 8.1 Standing Committees and Ad-Hoc Committees. Standing committees and ad-hoc committees, not having the authority of the Board of Control in the oversight of the Association, may be designated by resolution adopted by the Board of Control. The Chair shall designate the members of each such committee in a resolution to be approved by the Board of Control. Except as otherwise provided in such designating resolution or other resolution, and approved by the Board of Control, the chair of each such committee shall be a member of the Board of Control.
Section 8.2 Committee Rules and Charter. Unless the Board of Control otherwise provides, each committee designated by the Board of Control may make, alter and repeal rules for the conduct of its business, but such rules must be consistent with policies adopted by the Board of Control. Committees shall operate within the scope delineated in written charters, which charters shall be approved by the Board of Control.
Officers, Agents and Employees
Section 9.1 Officers of the Association. The Superintendent shall appoint (and holds the power to remove) a President, who also serves as Director of Athletics at the Naval Academy. The President appoints (and holds the power to remove) a Vice President, who shall be the military deputy director of athletics, a Secretary, and a Treasurer, all such appointments by the President being subject to approval by the Board of Control. The same individual may hold two or more officerships of the Association, except that the President may hold no other officership of the Association.
Section 9.2 Term of Office and Removal. Each officer of the Association holds office for the term to which he or she is appointed, or until he or she resigns or is removed from office by due authority.
Section 9.3 Resignation. An officer of the Association may resign at any time by giving written notice to the Association. Unless otherwise specified in the written notice, the resignation shall be effective upon delivery to the Association.
Section 9.4 Powers and Duties of Officers. The officers of the Association shall have such authority to perform such duties in the management of the Association as may be provided by the Board of Control, and, to the extent not so provided, as generally pertains to their respective offices. Subject to the foregoing, the following officer duties are hereby delineated:
9.4.1 - President
The President shall supervise the handling of the affairs of the Association in accordance with the Constitution and shall be responsible for the performance of the duties of subordinate officers and employees; be responsible for the execution of all established policies, orders and resolutions of the Board of Control; be responsible for the establishing and maintaining of proper relations with other institutions with whom athletic contests may be held; negotiate and sign contracts in the name of the Association; manage the operational finances of the Association; disseminate information regarding athletics of the Naval Academy; issue Association trophies and prizes; sign on behalf of the Association deeds, leases, mortgages and other documents conveying or otherwise pertaining to real property or any interest in real property, title to which is held by the Association; shall be the custodian of the properties of the Association; and shall annually present to the Board of Control the Naval Academy Athletic Association strategic and operational plan for review. The President may delegate any duties to any other officer of the Association but shall remain responsible for their fulfillment.
9.4.2 - Vice President
The Vice President shall aid the President in carrying out the duties of the office, and shall perform such other duties as may be assigned by the President.
9.4.3 - Secretary
The Secretary shall be responsible to the President to ensure the recording and custody of minutes of all meeting and conferences of the Association; prepare the correspondence of the Association; prepare such reports, other than financial, as are required by the Board of Control; maintain the records of midshipmen athletic awards; and perform such other duties as may be assigned by the President.
9.4.4 - Treasurer
The Treasurer shall be responsible to the President to reconcile membership records of the Association and correspondence pertaining thereto; prepare and implement the budget, including status statements of the operating budget; sign contracts, as appropriate, with the President in the name of the Association; sign with the President on behalf of the Association all deeds, leases, mortgages and other documents conveying or otherwise pertaining to real property or any interest in real property which is owned by the Association; prepare such monthly or other financial reports as are required by the Board of Control; secure all funds, which shall be deposited in the name of the Association subject to and in accordance with the approved banking and investment policies; execute the decisions of the Board of Control in regard to the purchase and sale of securities for the account of the Association; collect and account for the Association's revenues and the perform the proper disbursement of funds as authorized by the President; keep full and accurate books of the account under an accrual system; oversee all matters relating to taxes, insurance, and employee contracts and benefits; and perform such other duties as may be assigned by the President.
Section 9.5 Agents. The Board of Control may appoint agents who shall have such authority and perform such duties as may be prescribed by the Board of Control. The Board of Control may remove any agent at any time with or without cause.
Investment of Funds
If, after considering input from the Association's staff and any appropriate committees, the Board of Control determines that a portion of the assets of the Association are not needed to support current operations or to maintain liquid reserves, such assets shall be deemed to be available for investment and shall be invested under the direction of the Treasurer and subject to a general investment policy approved by the Board of Control.
The Association, a non-government entity, may enter into an Operating Agreement with the Naval Academy that delineates the rights and obligations of the parties with respect to the physical development of midshipmen and the administration of the varsity athletics program. The Operating Agreement shall be approved by the Board of Control.
Amendments to the Constitution
The Constitution may be amended upon the recommendation of the Board of Control, and with the concurrence of the Superintendent. All proposed amendments shall be submitted to the membership for ratification by written ballot. Ratification will be deemed obtained from the membership if either: (a) a majority of the membership returns its ballots and a majority of the returned ballots favor the change; or (b) a majority of the membership does not return its ballots.
Section 13.1 Policy Manual. The Board of Control may establish a manual that amplifies the provisions of this Constitution and delineates the responsibilities of committees. The manual will be intended to guide the officers, agents, employees of the Association, and committees of the Board of Control.
Section 13.2 Dissolution. The duration of the Association shall be perpetual or until dissolved upon the affirmative vote of two-thirds of the membership and approved by the Board of Control and the Superintendent. Upon dissolution of the Association, any assets of the Association which remain after satisfaction of all liabilities shall be distributed to an organization whose purpose is aiding, encouraging and supporting the varsity athletics programs of the Naval Academy to advance the education of the midshipmen in the area of athletics only if that organization has been determined to be qualified as a Section 501 (c) (3) organization under the Internal Revenue Code. If there is no such organization in existence, any assets of the Association remaining after satisfaction of all liabilities shall be distributed to the Naval Academy for the specific purpose of supporting the athletic program.
Section 13.3 Indemnification and Insurance. To the maximum extent permitted by Maryland law in effect from time to time, the Association shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former Board of Control member of the Association and who is made a party to a proceeding by reason of his or her service in that capacity or (b) any individual who, while a Board of Control member or officer of the Association and at the request of the Association, serves or has served as a director, officer, partner, or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his or her service in that capacity. The Association may, with the approval of the Board of Control, provide such indemnification and advance for expenses to a person who served a predecessor of the Association in any of the capacities described in (a) or (b) above and to any employee or agent of the Association or a predecessor of the Association.
Neither the amendment nor repeal of this Section 13.3, nor the adoption or amendment of any other provision of this Constitution or charter of the Association inconsistent with this Section 13.3, shall apply to or affect in any respect the applicability of the preceding paragraph with respect to any act or failure to act which occurred prior to such amendment, repeal, or adoption. Provided, however, that the indemnity provided in this Section 13.3 shall not apply if it is established that: (a) the act or omission of the Board of Control member or officer was material to the matter giving rise to the proceeding; and either (i) was committed in bad faith; or (ii) was the result of active and deliberate dishonesty; (b) the trustee or officer actually received an improper personal benefit in money, property, or services; or (c) in the case of a criminal proceeding, the trustee had reasonable cause to believe that the act or omission was unlawful.
Section 13.4 Effective Date. This Amended and Restated Constitution was duly approved by the Board of Control and approved by the Superintendent following ratification by the Membership, on May 1, 2012, and supersedes and replaces all earlier constitutions of the Association.
NAAA Board of Control
NAVAL ACADEMY ATHLETIC ASSOCIATION
BOARD OF CONTROL
CAPT Robert E. Clark, II, USN (Chairman)
Commandant of Midshipmen
Director of Athletics
NAAA Deputy AD (Military)
CDR Gary Pinkerton, USN
Executive Assistant to the Superintendent
CDR Lou Giannotti, USN (Ret)
USNA Acting Deputy for Finance
CDR Douglas J. Brown, USN
Permanent Military Professor, Chemistry Department
Professor Christine Copper
Institutional Athletics Representative
VADM James D. McArthur, Jr., USN (Ret)
Vice President, Lockheed Martin
Dr. Dov S. Zakheim
Senior Fellow, CNA Corp/Senior Advisor, Center
For Strategic and International Studies
CAPT Ed Wallace, USN (Ret)
Vice President, Athletics & Scholarship Programs
CDR Carl Tamulevich, USN (Ret)
NAAA Senior Associate AD for Scheduling/Team Support
NAAA Senior Associate AD for Business Affairs