The name of the Corporation is Naval Intelligence Professionals (NIP).
The purpose of the Corporation is to design and encourage educational programs and undertakings to develop an understanding and appreciation of the importance and value of Naval Intelligence activities, as well as all other proper forms of intelligence activities, all with a view to supporting our democratic form of government and the principles inherent therein; to recognize and reward academic and operational achievement in the disciplines of Intelligence; to provide a means for friendly exchange of ideas and intercourse among Naval Intelligence professionals (current and retired) and all others interested in the field; and to hold meetings and forums for the presentation and discussion of ideas pertaining to the foregoing purposes. The Naval Intelligence Professionals is a non-profit 501(c) (3) tax-exempt educational organization.
1.3 National Headquarters
NIP will establish and maintain a National Headquarters in the National Capital Region (NCR).
The membership shall be made up of Full Members, Honorary Members, and NIP Sponsors; other types of membership may be added as required subject to a majority vote of the NIP Board of Directors and the Full Membership (see voting procedure).
2.1.1 Full Members
Professionals who support the purposes of the NIP as stated in the Articles of Incorporation and Section 2 hereof and who adhere to all requirements of membership as established in these By-Laws will be Full Members. In recognition of their professional contributions to naval and naval related intelligence, those eligible for Full membership include:
2.1.2 Honorary Members
Individuals, who may or may not be U.S. citizens who are not applying for Full Membership, but demonstratively support the purposes of the NIP as stated in the Articles of Incorporation and herein, may be nominated for Honorary Membership. Nominations may be made to the national Chairman by individual Full Members or any organizational entity. Candidates nominated to the Chairman will be reviewed by the Board of Directors; a two-thirds vote by the Board of Directors will be required for acceptance. The intent of this provision is to recognize individuals who have contributed to the profession, but may not be interested in becoming a fully active members. Examples of individuals that may be nominated as an Honorary Member include, but are not limited to guest keynote speakers or individuals that create opportunities to communicate and highlight the value of the profession. The Board of Directors will maintain reasonable controls over the number and types of individuals accepted for Honorary Membership.
2.1.3 NIP Sponsor
An active NIP member willing to provide financial support to NIP in addition to the normal dues structure.
2.2 Membership responsibilities
To be a member in "good standing" a member must meet the membership requirements of his/her membership class, have paid all national dues and local dues as appropriate, and actively support the purposes of the NIP as stated in the Articles of Incorporation and herein.
2.3 Membership roster
A current roster of the names, affiliations, and addresses of the members shall be kept with the corporate records.
Dues for national membership will be established by the Board of Directors annually, heeding the principle that individual dues be kept at the lowest level allowed by fiscal responsibility. Multiyear term or life membership with appropriate dues may be authorized by the Board of Directors.
2.4.1 Annual Membership
Full members must maintain national membership by payment of established dues.
2.4.2 Honorary Membership
Honorary Members do not pay dues.
No specific time or amount is required for those members providing financial support in addition to normal dues.
2.5 Dues Collection
Full Members are responsible for annual payment of national dues. Preferred method for dues payment is through the online payment system using the NIP official website at navintpro.org. Payment by check mailed to the NIP official address is also a dues renewal payment option. Membership renewal reminder e-mails will be automatically generated by the NIP membership tracking system supplemented by hardcopy, mailed renewal reminders. Chapter officers will be responsible for collecting chapter dues and other charges.
All members are eligible to attend meetings of chapters and the general membership meetings (conventions). Regular attendance at local chapter meetings will carry with it the responsibility to pay local chapter dues and other meeting costs. Local chapters are encouraged to take, as guests, transient national members at any one meeting, charging costs other than dues only. Any member may attend open meetings of the Board of Directors as observers. They may make presentation at such meetings provided the Board Chair has given prior consent.
2.7 Meeting notice
Notice of all meetings shall be made at least ten (10) and not more than sixty (60) days prior to the meeting by way of notice on the website, or by email.
2.8 Presiding Official
The Chair/CEO of NIP or his/her designee shall preside over each membership meeting.
2.9 Membership privileges
Membership privileges vary between membership types. Only Full Members have voting rights, including the right to vote in local and chapter elections, and the right to hold office in the national or chapter organizations, except that ex-officio, non-voting board members are not required to be Full Members. All qualified sponsors shall receive: a choice of either anonymous or personal recognition at the annual NIP general membership meeting and a certificate suitable for framing indicating the donor as a NIP Sponsor.
Full Members may vote in-person at membership meetings or in writing by mail or email. Major issues require two-thirds vote of a quorum to carry. Major issues are:
All other issues will be approved by simple majority vote.
The following shall constitute a quorum of the Full membership for purposes of taking action:
2.12 Voting response time
A minimum of thirty (30) days shall be provided for members to respond when a vote is taken by written ballot (mail or e-mail).
2.13 Official Website
A public facing official website will be maintained using the domain name navintpro.org to provide the means for public education and as a place for Members only discussions and access to professional materials. A NIP Web-Editor position will be established and have responsibility for ensuring all material on the site meets the NIP standards for appropriate and relevant content.
The Full Members, by affirmative vote of two-thirds of the members present at a meeting or voting by mail, may suspend or expel a member. The membership of any member who becomes ineligible for membership or fails to timely pay dues may be automatically terminated provided the member is given notice of, and the opportunity to correct the reason for, their membership ineligibility.
Whenever geographic proximity allows, individual members of the NIP may band together to establish a chapter.
Local chapters may be formed after a group of at least four Full Members meet, elect one or more officers, establish a time and a place for a second meeting, and notify the national NIP headquarters office of intent to form a chapter. To be officially recognized, Chapters must reach a membership of ten Full Members and be accepted as a Chapter by majority vote of the Board of Directors. In cases involving remote areas or other unique situations precluding a chapter from reaching a qualifying membership of ten, a request for a special waiver may be submitted to the national headquarters, at which time the Board of Directors shall decide.
Each local chapter should meet the following minimum criteria:
National members need not belong to a local chapter, although all members are encouraged to join existing chapters or to set about to form new chapters. Local chapters may not offer local chapter membership only. Any chapter member must also be a national member.
Each chapter will establish its own voting rules. Local rules must not violate any provision of the Articles of Incorporation or these Bylaws. Chapters are encouraged to establish rules similar to national voting procedures.
3.5 Chapter Guidelines
Chapters shall adhere to all the guidelines currently existing or later developed by the national organization for their operation and activities. Chapter guidelines can be found on the NIP website.
Chapters that are no longer active, including without limitation chapters that have not met or engaged in any activities during the past twelve (12) months or that have less than ten (10) active members, shall be dissolved. Upon dissolution of a Chapter for any reason, any remaining funds or assets shall be distributed to the national office of the Naval Intelligence Professionals.
4.1 Powers and responsibilities
The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Corporation by law and these bylaws. The Board shall review the activities of the NIP organization, determine basic policies, and shall have the responsibility for the conduct of all NIP affairs.
4.2 Number and Term
The Board of Directors shall consist of not less than five and not more than ten Full Members of the NIP, plus the elected officers of the corporation. Elected directors shall be elected for terms of three years. Terms of directors will be staggered in order that approximately one-third of the Board is elected each year. In addition, the incumbents in the positions of Director of Naval Intelligence, Commander of the Office of Naval Intelligence, Senior Intelligence Reserve Flag Officer, and the Senior Enlisted Advisor for ONI, may serve on the Board of Directors, as ex-officio directors without vote. In the event an ex-officio director is unable to attend a Board meeting, a designated representative may be invited by the board to represent him/her.
Elections will occur as part of general membership meetings. If no general membership meeting is held in a given year, the election will be conducted by mail, consistent with voting procedures established by these Bylaws. Nominations for the Board may be made by any Full Member. Board membership will be determined by the majority of votes cast. Initial nominations shall be submitted by Board action or from the membership, by mail. Any eligible nominee receiving nominations shall be placed on the election slate. Additional nominees may be accepted from the floor of the annual convention subject to the discretion of the presiding officer or a majority vote of members.
Resignation by a Director is effective upon receipt of written notification to the Secretary.
Directors may be removed by a two-thirds vote of the membership.
A vacancy occurring on the Board of Directors arising for any cause shall be filled for the unexpired term by affirmative vote of a majority of the remaining directors present at an annual or special meeting at which a quorum is present, or by unanimous written consent.
4.7 Frequency of meetings
Regular meetings of the Board shall be called by the Chair at least once per calendar quarter. Special meetings may be called by two officers or members of the Board of Directors.
4.8 Annual meeting
The October Board meeting each year shall be designated the Annual General Membership Meeting.
4.9 Notice of meetings
A written notice of each regular meeting shall be delivered not less than fifteen (15) days before the date thereof, by mail, email, or other delivery, to each Board member. Notice of special meetings may be made in writing or by telephone at least 24 hours prior to the meeting. At the discretion of the Board, such special meetings may be considered in lieu of a regular quarterly meeting.
4.10 Telephonic/electronic meetings
Members of the Board may participate in a meeting using conference telephone or similar communications equipment in which all members may hear one another.
4.11 Action Without a Meeting
Any action required or permitted to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) may be taken without a meeting if all the members of the Board consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board.
For voting purposes, a majority of the Directors then in office shall constitute a quorum. In the event a quorum is not represented to conduct business, the Directors may adjourn the meeting or conduct business that does not require a vote.
Directors shall not receive any compensation for their services as Directors.
4.14 Director Emeritus
An honorary title of Director Emeritus may be awarded former NIP Directors upon nomination by any member of the Board of Directors. Such designation would recognize extraordinary or unique contributions provided NIP by the nominee. Approval shall be by a two-thirds affirmative vote of the Board.
The Corporation shall have the following officers: a Chair/CEO, President, Secretary, Treasurer/CFO and Foundation Committee Chair. The Board of Directors may establish additional officers or authorize hired employees. Officers may fill more than one office, but the office of Chair and of Secretary may not be held simultaneously and the office of Treasurer and Foundation Committee Chair shall not be held simultaneously. The Board of Directors will determine which officers need be bonded and the limits of bonding required to protect assets of the NIP.
Officers will be elected by the members at the annual meeting. The Board of Directors will meet immediately after the annual election (generally in September or October).
Officers shall hold office for a period of one year, and thereafter, until their successor may be elected.
Officers may be removed from office by a majority vote of the Board of Directors.
5.5. Vacancies in Office
In the event of a death, removal, or resignation of any officer, the Board of Directors shall elect a replacement to complete the officer's term in office. The Chair may designate an interim replacement when a vacancy occurs to fulfill duties of the office until the next Board meeting.
5.6 Responsibilities/Executive Committee
The national officers shall compose an Executive Committee responsible for the conduct of the day-to-day operations of the NIP, including collecting and disbursing money, and using staff and volunteers to further the goals of the NIP. Officers shall take such actions as are necessary to maintain the viability of the NIP, provided, however, that officers may not purchase or dispose of real estate or construct buildings without approval of the Full Members.
The officers may meet and act in person or by conference telephone call.
A minimum of three officers shall constitute a quorum necessary for the transaction of business and acting on behalf of the Corporation.
5.9 Action Without a Meeting
Any action required or permitted to be taken at a meeting of the Executive Committee may be taken without a meeting if all the officers consent in writing (mail or email) to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Executive Committee.
The general roles and duties of the Officers are as follows:
5.10.1 Chair/Chief Executive Officer (CEO).
The Chair shall be the Chief Executive Officer of the NIP. He or she shall preside over all meetings of the Board of Directors and membership, shall serve ex-officio as a member of all committees and shall perform the usual duties pertaining to the office.
The President shall perform the duties and exercise the powers of the Chair during absence or disability of the Chair; shall perform other duties as directed by the Chair; and, in the absence of the Chair, shall preside over meetings of the Board of Directors and/or membership.
The Secretary shall act as Clerk of the Board of Directors. The Secretary shall be responsible for the scheduling and preparation for meetings of the Board of Directors and shall record minutes of such meetings and such reports as directed by the Board. The Secretary shall keep the corporate minute book, recording all actions of the Board of Directors and actions approved by the members. The Secretary shall give or cause to be given, notice of all meetings of the Board of Directors and the members. The Secretary shall perform such other duties as may be prescribed by the Board of Directors or by the NIP Chair.
5.10.4 Treasurer/Chief Financial Officer (CFO)
The Treasurer/CFO shall keep and maintain, or cause to be kept and maintained, full and accurate books and records of accounts of properties and transactions, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and other matters including financial statements. The Treasurer/CFO shall send, or cause to be sent, to NIP Officers and Board of Directors such financial statements and reports as are required to be sent by law, by these Bylaws or by the Board. The Treasurer/CFO shall (a) deposit, or cause to be deposited, funds and other valuables in the name and to the credit of this corporation with such depositaries as may be designated by the Board; (b) disburse, or cause to be disbursed, funds as may be designated or approved by the Board and the Foundation Committee Chair, ensuring all disbursements are documented with receipts or vouchers; (c) maintain and manage separate accounts for the NIP Operating/Short-term Reserve Fund and the Long-term Reserve/Endowment Fund in accordance with the Board approved NIP Investment Policy guidance; (d) execute the short term and long term fund investment recommendations of the NIP Financial Investment Advisory Group (FIAG), as approved by the Board of Directors, in accordance with the guidance set forth in the NIP Investment Policy; (e) participate in the development of the annual budget and monitor actual financial performance in relation to the approved budget; (f) render, or cause to be rendered, to the Chair of the Board/CEO, President and the Board, whenever requested, an account of all transactions entered into as Treasurer/CFO and of the financial condition of the organization; (g) participate in the development and observation of organization financial policies; (h) prepare, or cause to be prepared, all financial reports, tax returns, filings, registrations and other reports required under law to Federal, State, or local governmental authority; and (i) have such powers and perform such other duties as may be prescribed by the Board.
5.10.5 Foundation Committee Chair
See section 6.3.2 below.
Officers shall not receive any compensation for their services as Directors.
5.12 Executive Director
The Executive Director will serve at the pleasure of the Board of Directors in accordance with terms of a written contract to be executed by the Chair with the approval of the Board. The Executive Director shall not be an officer or a member of the Board of Directors.
The Chair may recommend, for the approval of the Board of Directors, standing and special committees and advisory groups to assist the Board and the Officers in performing specific services and tasks for the organization. Committee members, except for members of the Executive Committee, need not be Officers or Directors, but must be a member of NIP. Committee members serve at the pleasure of the Board of Directors.
6.2 Standing Committees/Advisory Groups
Standing Committees include, but are not limited to the following:
In addition, special committees or task forces may be appointed.
6.3 Foundation Committee
The Foundation Committee is responsible for oversight and management of awarding scholarships through the Rear Admiral Sumner Shapiro Scholarship Program; administrative support for awards recognizing professional and/or academic achievement in the field of intelligence; co-management of the Naval Intelligence Essay Contest; and the planning and execution of the annual Foundation golf tournament. The Foundation Committee shall be responsible for oversight and management of resources and assets allocated to Foundation programs.
6.3.1. Committee membership
The Foundation Committee shall be composed of the Foundation Committee Chair, who shall be elected by the members (per item 5.2 above), and such other members of the Foundation Committee as may be nominated by the Foundation Committee Chair and approved by the Board of Directors.
6.3.2 Foundation Committee Chair
The Foundation Committee Chair shall be responsible for oversight, management, and execution of all Foundation programs. The Foundation Committee Chair, in coordination with Financial Investment Advisory Group (FIAG) and the NIP Treasurer, also shall be responsible for the oversight of receipts, disbursement and investments of funds allocated to Foundation programs.
6.3.3 Foundation funds
All funds donated for a specific Foundation program shall be applied solely to further the specific program for which the donation was made unless a change in the use of a donation has been approved by the donor. All donations to further Foundation programs generally, without specification of a particular program to which the donation should be applied, shall be applied solely to further Foundation programs.
6.3.4 Foundation programs
The term "Foundation programs" as used in these bylaws shall include all scholarships, awards and contests and programs that are adopted by the Foundation Committee, subject to the approval of the Board of Directors, thereafter. Nothing in these restrictions will prevent NIP from supplementing Foundation funds for specific purposes, e.g., essay contests. For purposes of these bylaws, funds allocated to Foundation programs shall include earnings, appreciation, dividends and interest on all Foundation funds maintained in the Long-term Reserve/Endowment Fund accounts.
6.4 Financial Investment Advisory Group (FIAG)
The FIAG is chaired by the Foundation Committee Chair and composed of a minimum of four additional advisors recommended by the chair to the Board for approval. The FIAG will include the NIP Treasurer/CFO and the Finance Committee Chair as members. The FIAG is a fiduciary and is responsible for directing and monitoring the investment management of the NIP short-term and long-term assets, as approved by the Board, in accordance with guidance contained in the Board approved NIP Investment Policy. The NIP Treasurer/CFO will be responsible for executing investment recommendations of the FIAG as authorized by the Board.
7.1 Annual Budget
An annual budget shall be developed by the NIP Treasurer/CFO and the Finance Committee Chair and approved by the Board of Directors. The annual budget will include projected income and expenditures, and anticipated performance of the NIP Operating/Short-term Reserve Fund and the Long-term Reserve/Endowment Fund accounts for the next corporation Fiscal Year.
7.2 Fiscal Year
Fiscal year of the Corporation shall begin January 1 and end December 31.
7.3 Bank/Investment Accounts
The Chair/CEO and the Treasurer/CFO shall be authorized to open and maintain one or more bank accounts for NIP in a federal depository bank or credit union, and to sign checks on behalf of the NIP. At a minimum, separate accounts will be maintained for the NIP Operating/Short-term Reserve Fund and the Long-term Reserve /Endowment Fund accounts. The Chair/CEO, the Treasurer/CFO and Foundation Committee Chair also shall be authorized to open and maintain one or more investment accounts with an investment management company to invest Long-term Reserve/Endowment Fund assets in accordance with the NIP Investment Policy, as recommended by the NIP Financial Investment Advisory Group and approved by the NIP Board of Directors. Transactions shall be made in conformance with the budget approved by the Board of Directors, the NIP Investment Policy, or as otherwise authorized by the Board. For emergent expenditures equal to or greater than $100, not previously approved in the annual budget, documented approval by the Executive Committee is required prior to expenditure of funds.
7.4 Financial Controls
The Corporation is committed to maintaining best practices in its financial controls, reporting and recordkeeping. To that end, proper separation of financial controls shall be maintained (including requiring transactions to be authorized by a person(s) other than the person(s) signing or executing the transaction with a third person(s) reviewing financial transactions, including bank statements). In addition, an independent audit committee shall be established and shall be responsible for appointing and supervising external auditors and receiving and handling concerns and complaints regarding the corporation's financial practices.
The financial records of the Corporation shall be maintained by the Treasurer/CFO. Financial reports including a statement of the status of current investments and cash on hand, shall be provided for review by the directors at each Board meeting, and upon request. Banking and investment account statements showing receipts, disbursements and investment transaction details shall be made available to the Board upon request.
7.6 Audit Committee
The Board shall establish an Audit Committee consisting of at least two board members. Audit Committee members must not have had any direct financial transaction responsibilities on behalf of the organization (i.e., account signature authority, account reconciliation) during the period to be audited. At least one member of the committee should have appropriate financial expertise to understand the Corporation's financial reports and transaction history. The Audit Committee shall be responsible for hiring and supervising the external auditor, or otherwise ensuring that the organization has appropriate financial controls in place, conducts appropriate annual financial reviews, and timely responds to any questions or concerns raised about the Corporation's finances.
7.7 Record Retention
The organization shall adopt, and financial and corporate records shall be maintained, in accordance with an approved record retention policy.
The Chair, or his/her designee, may enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation provided that the Board of Directors has authorized the contract.
7.9 Indemnification and insurance
Every member of the Board of Directors, officer or employee of the Corporation may be indemnified by the corporation against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the corporation, or any settlement thereof, to the fullest extent authorized by Article 9 ("Indemnification") of the Virginia Nonstock Corporation Act, Virginia Code §13.1-801 et seq. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the corporation. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled. The Corporation shall maintain Directors and Officers liability insurance, and other insurance and bonding as deemed necessary, to provide liability protection in accordance with this indemnification policy.
A history of the NIP organization, and the former Naval Intelligence Foundation, shall be maintained and accessible on the NIP website. The Chair may designate an individual to serve as the NIP Historian.
7.11 General Counsel
Legal services shall be obtained and utilized as necessary to review the structure and operations of the Corporation and provide legal advice.
8.1 Existence of Conflict, Disclosure
Directors, officers, employees, and contractors of the Corporation should refrain from any actions or activities that impair, or appear to impair, their objectivity in the performance of their duties on behalf of the Corporation. A conflict of interest may exist when the direct, personal, financial or other interest(s) of any director, officer, staff member or contractor competes or appears to compete with the interests of the Corporation. If any such conflict of interest arises the interested person shall call it to the attention of the Board of Directors for resolution. If the conflict relates to a matter requiring board action, such person shall not vote on the matter. When there is a doubt as to whether any conflict of interest exists, the matter shall be resolved by a vote of the Board of Directors, excluding the person who is the subject of the possible conflict.
8.2 Nonparticipation in Vote
The person having a conflict shall not participate in the final deliberation or decision regarding the matter under consideration and shall retire from the room in which the Board is meeting. However, the person may be permitted to provide the Board with all relevant information.
8.3 Minutes of Meeting
The minutes of the meeting of the Board shall reflect that the conflict was disclosed and the interested person was not present during the final discussion or vote and did not vote on the matter.
8.4 Annual Review
A copy of this conflict-of-interest statement shall be furnished to each director or officer, employee and/or contractor who is presently serving the corporation, or who hereafter becomes associated with the corporation. This policy shall be reviewed annually for information and guidance of directors and officers, staff members and contractors, and new officers and directors, staff members and contractors shall be advised of the policy upon undertaking the duties of their offices.
9.1 Equal opportunity
Consultants and volunteers will be recruited without unlawful discrimination due to race, color, age, religion, national origin, sexual orientation, sex disability, veteran status, marital status, or any other classification protected by applicable discrimination laws.
Discrimination against any consultant or volunteer based on race, color, sex, religion, national origin, disability, veteran status, sexual orientation, or any other illegal basis is not tolerated.
Harassment includes verbal or physical conduct that demeans or shows hostility toward an individual because of his/her race, color, sex, religion, age, disability, or other illegal basis, conduct that creates a hostile or offensive work environment. See section 10.2 below for reporting.
10.1 No retaliation
Consultants and volunteers are encouraged to report any conduct or activities that they believe are inappropriate or illegal. NIP does not retaliate or punish in any way, including without limitation by firing, demotion, suspension, harassment, or failure to consider for promotion, anyone who reports truthful information.
10.2 Reporting procedures
Consultants or volunteers who are subject to, or aware of, inappropriate conduct or activity should immediately report it to his/her supervisor or the NIP Chair. Consultants or volunteers should not report the conduct to anyone who they believe is involved in the conduct. Information reported remains confidential to the extent possible. Failure to report an incident of harassment or discrimination may indicate that the consultant or volunteer does not consider the conduct unwelcome or problematic.
NIP investigates all reports and takes appropriate action to correct the situation and/or to discipline involved parties, including termination. If, after investigation, substantial facts cannot be established, the situation will be monitored for a period of time.
Roberts Rules of Order will govern the conduct of all meetings by any elements or chapters of the NIP organization.
These Bylaws may be amended by mail vote or by vote at the NIP annual general membership meeting. A membership meeting vote to amend Bylaws must be by a two-thirds majority of Full members present or represented by proxy. Bylaws amended by mail shall be by a simple majority of those responding, provided that notice of the proposed amendment has been provided to the eligible membership no less than month in advance of the date it is intended to become effective.
Approved: 28 October 2016
Amended: July 2023