CHARLESTON CHAPTER
MILITARY OFFICERS ASSOCIATION OF AMERICA

BYLAWS

November 2006

ARTICLE I - Name

Section 1. The name of this organization shall be The Charleston Chapter, the Military Officers Association of America.

ARTICLE II - Purpose

Section 1. The purposes of this chapter shall be:

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 2. Subject to the provisions of Section 1 above, membership shall be of three classes:

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.