ARTICLE III – Status
Section 1. This organization shall be a nonprofit organization,
operated exclusively for the purposes specified in Article
II above.
Section 2. Officers and directors shall not receive any
stated compensation for their services, but the Board of
Directors may, by resolution, authorize reimbursement of
expenses incurred in the performance of their duties when
considered appropriate..
Section 3. Nothing herein shall constitute members of the
chapter as partners for any purpose. No member, officer
or agent of the chapter shall be liable for acts or failures
to act on the part of any other member, officer or agent.
Nor shall any member, officer or agent be liable for acts
or failures to act under these bylaws, excepting acts or
failures to act arising out of willful misfeasance.
Section 4. The chapter shall use its funds only to accomplish
the purposes specified in Article II above. No part of said
funds shall inure, or be distributed, to members.
Section 5. In the event of dissolution of the chapter, and
after discharge of all its liabilities, the remaining assets
shall be given to a nonprofit organization whose purposes
and objectives are similar to those of this chapter, such
organization to be designated by a majority vote of the
Board of Directors.
ARTICLE IV – Membership and
Voting Rights
Section 1. The membership of this chapter shall be composed
of:
Section 3. Officers and directors are required to hold and
maintain membership in the Military Officers Association
of America. Members are encouraged to acquire and maintain
such membership.
Section 4. Applications for regular and auxiliary membership
shall be submitted in writing to the Chairperson of the
Membership Committee, who will certify their eligibility
for membership to the Board of Directors. Recommendations
for honorary membership shall be submitted in writing to
the Board of Directors by regular or auxiliary members.
The Board of Directors shall be empowered to accept or reject
any application for membership. However, no applicant who
is otherwise qualified will be denied membership on the
basis of race, religion, or sex.
Section 5. Any member may be dropped for good an sufficient
cause by the Board of Directors after he/she has been given
an opportunity to be heard.
Section 6. Any regular or auxiliary member in good standing
shall be entitled to vote on any matter submitted to the
membership for decision. Proxy voting shall not be permitted.
ARTICLE V – Dues
Section 1. The dues for regular and auxiliary members
for the next year shall be determined by the Board of Directors
not later than September 30th of each year.
Section 2. The dues shall become due on 1 January.
Section 3. Members who fail to pay their dues within 90
days of the time they become due (see Section 2 above) may,
without further notice and without hearing, be dropped from
the rolls and thereupon forfeit all rights and privileges
of membership.
Section 4. Members who have been dropped for nonpayment
of dues may be reinstated upon reapplication for membership
and payment of the specified dues.
ARTICLED VI – Meetings
Section 1. Regular meetings shall be held monthly. The
January meeting shall be the annual meeting. Notice of time
and place of meetings shall be sent to each member at his/her
last recorded address at least 10 days in advance of each
meeting.
Section 2. Special meetings of the chapter may be called
by the president. Notice of any special meeting shall be
sent to each member at his/her last recorded address at
least 10 days in advance of the meeting, with a statement
of the time, place and information as to the subject or
subjects to be considered.
Section 3. Those members attending any regular or special
meeting of the chapter shall constitute a quorum for the
conduct of business.
Section 4. The rules contained in the current edition of
Robert’s Rules of Order shall govern the chapter in
all cases to which they are applicable and in which they
are not consistent with these bylaws and any special laws
or orders the chapter may adopt.
ARTICLE VII – Board of Directors
Section 1. The Board of Directors shall be composed of
the elected officers (president, first and second vice presidents,
secretary, and treasurer, the immediate past president and
six (6) to eight (8) elected directors. Each service, as
listed in Article IV above, shall be entitled to at least
one representative on the board as composed above. This
requirement shall be waived for any service whose chapter
members decline to serve.
Section 2. The elected directors shall be elected for three
(3) year terms by the membership present at the December
meeting and shall take office at the annual meeting in January.
Each year, two (2) to three (3) elected directors will be
elected for three (3) year terms. Regular and auxiliary
members shall be eligible for membership on the Board of
Directors.
Section 3. The Board of Directors shall have supervision,
control and direction of the affairs of the chapter, shall
determine its policies or changes therein within the limits
of the bylaws, shall actively prosecute its purposes, and
shall have discretion in the disbursement of its funds.
It may adopt such rules and regulations for the conduct
of its business as may be deemed advisable and may, in the
execution of the powers granted, appoint such agents as
it may consider necessary.
Section 4. The Board of Directors shall not be authorized
to adopt resolutions or establish positions in the name
of the chapter. Such matters shall be decided by a majority
vote of the members present at any meeting of the chapter.
Section 5. The Board of Directors shall meet upon the call
of the president at such times and places as he/she may
designate and may be called to meet upon demand of a majority
of its members. The president shall notify each member of
the board of the time and place of each meeting of the board.
Section 6. The majority of the board present at any board
meeting shall constitute a quorum.
Section 7. Each member of the board shall be entitled to
one vote. Proxy voting shall not be permitted.
Section 8. Failure of a member of the Board of Directors
to attend two (2) consecutive regular meetings of the Board
of Directors without an excuse acceptable to a majority
of the board voting at a subsequent regular board meeting
shall be considered reason to declare the position vacant.
The vacancy shall be filled in accordance with the provisions
of Article VIII, Section 4, of these bylaws.
ARTICLE VIII – Officers
Section 1. The elected officers shall be a president, a
first vice president, a second vice president, a secretary,
and a treasurer, each of whom shall be a regular or auxiliary
member of the chapter.
Section 2. The elected officers shall be elected by a membership
present at the December meeting on even-numbered years.
A majority of the votes cast shall elect. Each officer shall
take office at the next annual meeting in January and shall
serve for a term of two (2) years.
Section 3. No member shall be eligible to serve more than
two (2) consecutive terms as president.
Section 4. A vacancy in the office of the president shall
be filled by the first vice president. A vacancy in the
office of the 1st vice president shall be filled by the
second vice president. Vacancies in other offices shall
be filled as the board of directors shall decide.
Section 5. The president shall be the principal elected
officer of the chapter, shall preside at meetings of the
chapter and of the Board of Directors and shall be a member
ex officio, with a right to vote, on all committees except
the nominating committee. He/she shall communicate to the
chapter or the Board of Directors such information or such
proposals as would in his/her opinion tend to promote the
welfare and increase the usefulness of the chapter. Further,
he/she shall perform such other duties as are necessarily
incident to the office of the president.
Section 6. In the event of the president’s temporary
disability or absence, the first vice president shall perform
the duties of the president and the first vice president.
Section 7. The first vice president shall serve as chairperson
of the Programs Committee and perform any other duties as
the president may direct.
Section 8. The second vice president shall serve as chairperson
of the Membership Committee, maintain the membership roster,
publish a membership directory on a schedule determined
by the Board of Directors, maintain a current mailing list,
provide the Newsletter Editor with membership changes for
publication, and perform any other duties as the president
may direct.
Section 9. The secretary shall cause to be recorded the
proceedings of general membership and Board of Directors
meetings. He/she shall maintain the chapter’s correspondence
files and provided safekeeping for all important documents
and records belonging to the chapter. He/she shall perform
other duties as the president may direct.
Section 10. The treasurer shall maintain a record of all
sums received and expended for the use of the chapter and
make disbursements authorized by the chapter or Board of
Directors and approved by the president. All sums received
shall be deposited in a financial institution approved by
the Board of Directors. Funds may be drawn only upon the
signature of the treasurer, or the president in the absence
of the treasurer. He/she shall make a report when called
upon by the president. The Chapter financial records in
his/her hands shall at all times be subject to inspection
and verification by the Board of Directors. He/she shall
perform other duties as the president may direct, including
assuring compliance with applicable tax statutes.
ARTICLE IX – Committees
Section 1. The president, subject to the approval of the
Board of Directors, shall annually appoint standing and
special committees and their chairpersons as may be required
by the bylaws or as he/she may find advisable.
Section 2. The standing committees of the chapter shall
include a membership committee (chaired by the second vice
president), programs committee (chaired by the first vice
president), legislative committee, scholarship committee,
ROTC/JROTC committee, personal affairs committee, hospitality
committee, and any other committees deemed necessary by
the president.
Section 3. The personal affairs committee will advise the
membership chairman, National MOAA, the Newsletter editor
and the Treasurer of the death of a member and coordinate
a donation to the chapter scholarship fund in an amount
specified by the Board in honor of the deceased member.
Section 4. The president shall appoint a committee of at
least two (2) members to review the Chapter financial records
maintained by the treasurer for the previous year annually
or upon direction by the president and make a report thereof
to the board. Each incoming President shall appoint a committee
of at least two (2) members to review the Chapter financial
records and make a report to the board.
Section 5. At the October meeting of the chapter, the president
shall appoint a nominating committee of at least three (3)
members to nominate candidates for the elective offices
for the coming year. The nominating committee shall report
at the November meeting the names of the candidates it proposes
and notify the secretary, in writing, of such nominations.
The secretary shall mail a copy thereof to the last recorded
address of each member at least 10 days before the December
meeting.
Section 6. All standing committees will be chaired by an
elected officer or Board of Director’s member.
Section 7. Chairpersons of all special committees are expected
to attend Board of Directors meetings (Article VII, Section
5).
ARTICLE X – Council of Chapters
Section 1. The chapter shall affiliate with the South Carolina
Council of Chapters of the Military Officers Association
of America in an effort to further the aims of the national
organization and the local chapter.
Section 2. Representatives of the Council of Chapters shall
be the current president, the immediate past president,
the legislative affairs director, or as designated by the
president.
ARTICLE XI – Amendments
Section 1. These bylaws may be amended, repealed, or altered
in whole or in part, by a two-thirds (2/3) vote at any duly
authorized meeting of the chapter, provided that a copy
of any amendment proposed for consideration has been mailed
to the last recorded address of each member at least 10
days prior to the date of the meeting.
ARTICLE XII – The Flag
Section 1. The American flag shall be displayed and honored
at all meetings of the chapter.
Josiah W. Fuller (Col, USA, Retired)
President
Charleston Chapter
Military Officers Association of America
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Clinton L. Noren
Secretary
Charleston Chapter
Military Officers Association of America |
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