BY LAWS

MARIN COUNTY CHAPTER

Military Officers Association of America (MOAA)

BYLAWS

 

ARTICLE I - NAME

1.1 The Association shall be known as the MARIN COUNTY CHAPTER, MILITARY OFFICERS ASSOCIATION of AMERICA. This Chapter is separately incorporated but affiliated with the National Organization known as THE MILITARY OFFICERS ASSOCIATION of AMERICA (MOAA) currently located in Alexandria, Virginia.

 

ARTICLE II – OFFICE

2.1 The principal office and mailing address of the Marin County Chapter, Military Officers Association of America, herein referred to as Marin County Chapter – MOAA is:  Post Office Box 623, Novato, CA 94948.  The principal office and mailing address may be changed by vote of the Board of Directors. 

 

ARTICLE III – PURPOSE

3.1 This organization is a nonprofit activity operated exclusively for the benefit of its members within the scope of these Bylaws and the purposes authorized by the Nonprofit Mutual Benefit Corporation Law of California under which law it is incorporated.

3.2 The purposes of the Chapter shall be to promote the purposes and objectives of the Military Officers Association of America (MOAA); foster fraternal relations among retired, active, and former officers of the uniformed services and their National Guard or Reserve components; protect the rights and interests of active duty, retired, Reserve, and National Guard personnel of the uniformed services and their dependents and survivors; and serve the community and Nation.

3.3 To promote fellowship among the members of the chapter by means of regular meetings and other social gatherings; and,

3.4 To foster an abiding love of country, the Constitution and the Flag and to advocate an adequate defense for the nation's security and the protection of its inhabitants. 

3.5 To assist chapter members by providing them information and recommendations pertaining to prospective and enacted legislation and military activities which may have an impact on the members' retirement benefits, rights and privileges; and,

   3.6  To affiliate with the national organization, i.e. MOAA and to cooperate with it in the furtherance of its stated objectives;  

 

ARTICLE IV – MEMBERSHIP

4.1 The membership of the chapter shall be composed of:

4.11 Regular members: Those men and women who are or have been commissioned or warrant officers of the seven U.S. Uniformed Services (Army, Navy, Air Force, Marine Corps, Coast Guard, National Oceanic and Atmospheric Administration and Public Health Service) or other Uniformed Components directly associated with these Services.   

4.12 Auxiliary Members: Widows and widowers of any deceased individuals, who would, if living, are eligible for regular membership.

4.13 Honorary Members: Selected individuals whose recommendations for the honorary membership shall have been submitted in writing by a Regular or an Auxiliary member to and approved by the Board of Directors.

4.14 The Board of Directors is empowered to accept or reject any application or recommendation for any category of membership and may drop a member from the Chapter rolls for good and sufficient cause. 

4.2 Regular members joining the chapter after 1 January 1993 are required to hold and maintain membership in MOAA, the National Organization. 

4.3 Only Regular Members and Auxiliary Members, whose dues are not in arrears shall have voting rights and be eligible for the elective offices of the Chapter and to serve on the Board of Directors.  Chapter dues for Regular Members and Auxiliary members shall be determined on an annual basis by the Board of Directors and announced to the membership at the last general meeting and published in the Gleanings.

 

ARTICLE V - CHAPTER OFFICERS

   5.1 The Officers of the Chapter shall consist of a President and a Secretary-Treasurer as a minimum.  It is advisable that the Chapter Officers should also include a First Vice President, a Second Vice President, a Third Vice President, a Secretary and a Treasurer to assist with the Chapter activities.    The offices of Secretary and Treasurer may be combined if approved by the Board of Directors.

   5.2 The elective term of all officers shall be no longer than one year unless sooner terminated by resignation, physical disability, death, removal for cause or other disqualification as determined by vote of two thirds of the Board of Directors. 

5.3 Vacancies in the office of President or Vice President(s) prior to the completion of the incumbent's term shall be filled by the succession in order of the elected Vice Presidents.  Remaining vacancies in elected positions may be
filled by Presidential appointments with the approval by a majority of the Board of Directors. 

5.4 The elected Officers of the Chapter will be ex-officio members of the Board of Directors which Board shall convene under the chairmanship of the senior elected officer, normally the President.

5.5 The Board will conduct its meetings in accordance with Roberts Rules of Order.

5.6 Responsibilities:

5.6.1 President:  The President shall preside at all General Membership and Board of Directors meetings at which (s)he is present, shall exercise general supervision of the affairs and activities of the Chapter and serve as ex-officio member of all committees. 

5.6.2 First Vice President: The First Vice President shall assume the duties of the President in the absence of the President and shall perform such duties as designated by the President. 

5.6.3 Second and Third Vice Presidents: Shall perform such duties and assignments as designated by the President. 

5.6.4 Secretary: The Secretary shall keep the minutes of all meetings of the Board of Directors which shall be an accurate and official record of all business transacted and provides administrative assistance to the President and the Board of Directors.  The Secretary shall be custodian of the membership rolls and all official records of the Chapter.

5.6.5 Treasurer: The Treasurer shall maintain the Chapter records of member dues payments and the financial records receive all Chapter funds, keep them in a bank or other repository approved by the Board of Directors and pay out funds only in accordance with the procedures and authorizations approved by the Board of Directors. The Treasurer shall not disburse to any Officer, Director or Chapter member funds for wages for their services, but is authorized to make reimbursements for certain personally incurred Chapter expenses as approved by the Board of Directors.  The Treasurer will provide periodic financial reports to the Board of Directors as prescribed by the President and develop the annual budget for review and approval by the Board of Directors.  The Chapter financial records shall be maintained on a calendar year basis, audited annually by the Audit Committee appointed by the President.  A year-end financial report will be made available by the Treasurer for review by the general membership. 

 

ARTICLE VI - BOARD OF DIRECTORS

6.1 To assist with the operations of this Chapter there shall be a Board of Directors composed of the elected Officers and such additional eligible persons

as may be appointed from the Chapter membership at the discretion of the President. Auxiliary members or Spouses of Regular members are eligible to serve when so appointed. The desirability of having representation from the various uniformed services and membership categories shall be considered when making these appointments. 

6.2 The Board of Directors should be organized prior to the first regular meeting following the annual election and shall meet at such times as designated by the President, or the First Vice President or the majority of the members of the Board of Directors. 

6.3 Official business shall be conducted at the Board meetings only when a quorum consisting of at least the majority of the board members are present.  An affirmative vote by the majority of the board members present is sufficient to approve matters which require a vote. If a Board member has direct or indirect personal involvement with a matter being considered or voted on by the Board of Directors, he or she will disclose that condition and abstain from voting.   

6.4   Subject to the provisions of the California Nonprofit Public Benefit Corporation Law, the activities and affairs of this organization shall be conducted under the direction of the Board of Directors acting for the membership.

 

ARTICLE VII – COMMITTEES

7.1 After the election and installation, the President shall appoint members of the standing committees and such other committees as he or she may desire or deem necessary for the efficient conduct of the chapter's activities.  The term of office of each member of the committee shall be concurrent with that of the President who appointed him or her unless earlier terminated at the request of the member or by two thirds of the Board members. 

7.2 The President shall be an ex officio member of all committees except for the Nominating committee.

 

ARTICLE VIII - GENERAL MEMBERSHIP MEETINGS

8.1 Membership meetings will be held in accordance with the places, times and schedules prescribed by the Board of Directors but not less frequently than four times each year. 

8.2 An Annual General Membership Meeting will be held prior to the end of the calendar year for the purpose of installing the newly elected chapter officers and conducting Chapter business as required.  A General Membership meeting will be held prior to the Installation Meeting to elect those Chapter Officers nominated to serve the succeeding year.

8.3 Advance notice of the General Membership meetings will be provided by the Chapter Newsletter published and distributed in advance of that meeting.

 

ARTICLE IX - ANNUAL ELECTION OF OFFICERS

9.1 Prior to 1 May of each year the President shall appoint a Nominating Committee to select a recommended slate of candidates for election as Chapter Officers for the following year.  It is highly desirable that the nominating committee be comprised of   members from several different Uniformed Services.  

9.2 Prior to the General Membership meeting at which the Chapter Officers are elected, the Chairman of the Nominating Committee shall present to the Board the recommended slate of candidates to serve as Chapter Officers for the succeeding year. The candidates' names will be published in the chapter newsletter and distributed prior to the General Membership Meeting.

9.3 The election of Chapter Officers will take place during the last general Membership meeting of the year.  The majority of the votes cast will carry the election for the successful candidates. The newly elected officers will be installed during the December Christmas Party or during the last general Membership meeting of the year.

9.4 The results of the election will be announced to the convened membership and published in the next Chapter Newsletter.

9.5 The newly elected officers shall be installed in their offices at the Annual General Membership meeting in December.

 

ARTICLE X – DUES

10.1 Membership dues for the various categories of members shall be in such annual amounts as determined by the Board of Directors to be required to meet foreseeable needs. 

10.2 Accumulated reserves should not be allowed to exceed the sums reasonably expected to meet the capital expenditures and operating expenses as appropriate for a nonprofit organization

10.3 Dues shall become due and payable for the next calendar year commencing January 1 and shall become delinquent if not paid by January 31st. 

10.4 Dues for new members may be pro-rated on a quarterly basis based on the date of their membership application.

10.5 The Chapter shall use its funds only to accomplish the purposes specified in Article II above, and no part of said funds shall inure or be distributed to members.

 

ARTICLE XI - BUDGET

11.1 The President will propose a budget at first Board meeting after installment of new officers.  The Board of Directors must approve a Budget NLT January 31.

11,2 The President is authorized to make expenditures for items in the budget up to 110% of the budgeted amount.  The President can authorize expenditures for items not in the budget as long as:

·             individual items do not exceed $200

·             total non-budgeted items do not exceed $500 for the year

·             expenditures support the Chapter goals in Article III

All expenditures exceeding these limits must be approved by the Board of Directors.  Approval by the Board of Directors can be through a formal Board meeting or by an informal phone or e-mail canvas of the members.

11.3 Prior to the approval of the budget, the President can approve necessary expenditures at a rate not to exceed the rate of the previous year.

11.4 The Treasurer may maintain a petty cash fund not to exceed $400 to cover minor expenditures authorized by the President of the Board.  The Treasurer will maintain and provide to the Audit Committee an informal log of all expenditures from Petty Cash Fund.

11.5 All major social events of the Chapter will be designed to be self-funding unless specifically approved by the BoD.  Any excess will be deposited to the Chapter bank account. 

 

ARTICLE XII – DISSOLUTION

12.1 In event of dissolution of the Marin County Chapter - MOAA and after discharge of all liabilities, the remaining assets shall be given to a non-profit organization or organizations whose purposes and objectives are similar to those
of the Marin County Chapter - MOAA, and which has established tax exempt status under Section 501(c) of the Internal Revenue Code.  Such organization(s) shall be designated by a majority vote of the Board of Directors. 

 

ARTICLE XIII - ADMINISTRATIVE AND OPERATING PROCEDURES

13.1  The Chapter Administrative and Operating Procedures (AOPs) as issued and modified by the Board of Directors, contain the details on the procedures for carrying out the policies and guidance outlined in these Bylaws

13.2 These AOPs shall be in conformity with and subordinate to these Bylaws and are incorporated herein by this reference.

 

ARTICLE XIV – BYLAWS

14.1 All provisions of these Bylaws are intended to effectuate the purposes and provisions of the Articles of Incorporation (1627236) of the Marin County Chapter - MOAA, formerly the Retired Officers Association to which these Bylaws are subordinate.  The Chapter Bylaws dated 20 September 1992 and approved 20 October 1992, as amended 1 January 1993 and 1 November 1997 have been incorporated and are superseded by the Bylaws once approved. 

14.2 The Bylaws and any changes or amendments thereto shall become effective when approved and accepted by a majority of the Board of Directors. 

14.3 These Bylaws also may be amended, altered or changed by a majority vote of the regular members present at any General membership meeting.  The requests for this action will be furnished in writing to the President over the signatures of ten or more Regular Members.  The voting on this action will take place at the General Membership meeting after the notification of the intent to submit the matter to vote in the prior monthly Chapter Newsletter.

14.4 These revised Chapter Bylaws were effective and approved by the Board of Directors on 20 July 2011.

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