BYLAWS of the CHARLESTON CHAPTER

• CHARLESTON CHAPTER

  MILITARY OFFICERS ASSOCIATION OF AMERICA

  BYLAWS

  Revised January 24, 2020

   

  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 purpose of this chapter shall be:

• To inculcate and stimulate love of our country and the flag.
• To defend the honor, integrity and supremacy of our national Government and the Constitution of the United States.
• To advocate military forces adequate to the defense of our country.
• To foster fraternal relations among all branches of the various services from which our members are drawn.
• To recognize and support the JROTC and ROTC programs at high schools and colleges in the chapter’s membership area, and to fund and manage the chapter’s scholarship program.
• To aid active and retired personnel of the various services from which our members are drawn and their dependents and survivors, in every proper and legitimate manner.
• To present their rights and interests when service matters are under consideration.
• To further the legislative and other objectives of the Military Officers Association of America.
• To promote good will within the community.

 

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 failure 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:

            a)  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) and the reserve and other components of these services, and

            b)  Widows and widowers of any deceased individuals who would, if living, be eligible for membership, and

            c)  Spouses of eligible individuals who are not members of the chapter, and have expressed a desire to be involved in chapter activities, shall be eligible for membership.

            d)  Honorary Membership awarded by the Charleston Chapter shall be selected personnel based on the significance of their assignment/job as determined by the Board of Directors.  When awarded, Honorary Membership shall be conveyed to the individual and not to the command/organization to which he/she is attached.  Honorary Membership shall remain effective as long as the awardee remains in the position occupied when the award is extended.  The Chapter Membership Director shall cause the rolls to be reviewed annually and the names of Honorary Members no longer meeting the foregoing requirements purged.  If an Honorary Member elects to become a dues-paying member, then his/her Honorary membership shall be converted and Honorary Member status dropped.  Exceptions and/or additions to the foregoing policy may be considered by the Board of Directors based on the recommendation of the Membership Director.

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

            a)  Regular Members:

                     (1)  Officers who are on the retired lists (whether drawing retired pay or not);

                       (2)  Officers who are on active duty;

                       (3)  Former officers who were separated under conditions acceptable to the Board of Directors.

          b)  Surviving Spouse (SurSp) Members – Widows and widowers of deceased individuals who would, if living, be eligible for membership.

        c)  Spouses – Eligible members who are or are not members of the chapter but have spouses who express a desire to be active in chapter activities shall be eligible for membership.

     d)  Honorary Members – Will be certain individuals in recognition of their services to the nation, the retired officer community or the chapter.  The Board of Directors may also grant honorary membership to recipients of chapter scholarships and to certain foreign officers.  Honorary membership shall neither convey any voting rights nor require payment of dues.

Section 3.  Applications for regular, surviving spouse and spousal 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.  Regular, surviving spouse or spousal members shall submit recommendations for honorary membership in writing to the Board of Directors.  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 4.  Any member may be dropped for good and sufficient cause by the Board of Directors after he/she has been given an opportunity to be heard.

Section 5.  Any regular, surviving spouse or spousal 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 Board of Directors shall determine the dues for regular, surviving spouse and spousal memberships for the next year not later than September 30^th 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 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.

ARTICLE VI – Meetings

Section 1.  Regular meetings shall be held monthly except in July and August.  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 or by email 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 or by email 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, surviving spouse and spousal 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 distribution 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 the 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.  Those 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, surviving spouse or spousal member of the chapter.

Section 2.  The elected officers shall be elected by the 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 a term of two (2) years.

Section 3.  No member shall be eligible to serve more than two (2) consecutive terms as president.  This limitation may be waived by two thirds (2/3) approval by the Board of Directors.

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 first 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 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 and a current email roster, provide the Newsletter Editor with membership changes for publication, and perform any other duties as the president may direct.

Section 9.  The secretary shall  record the proceedings of general membership and Board of Directors meetings.  He/she shall maintain the chapter’s correspondence files and provide 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 all routine operations and special distributions as 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 shall 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 the amount specified by the Board in honor of the deceased member.

Section 4.  .  Each incoming President shall appoint committee of at least two (2) members to review the Chapter financial records and make a report to the board.  In any case, the  President shall appoint a committee of at least two (2) members to review the Chapter financial records maintained by the treasurer no less than every three years.

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 Board of Director’s member.

Section 7.  Chairpersons of all special committees are expected to attend Board of Directors meeting (Article VII, Section 5).

Section 8.  The president shall appoint a Financial Wealth Advisor to evaluate the performance of the contracted financial manager of the Future Military Officers Scholarship fund every five (5) years.  This Financial Wealth Advisor shall make recommendations as to the status of the fund as well as to the effectiveness of the financial manager.

ARTICLE X – Council of Chapters

Section 1.  The chapter may 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.  If the chapter affiliates with the South Carolina Council of Chapters, representatives to 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 of members attending any duly authorized meeting of the chapter, provided that a synopsis of any amendment proposed for consideration was published in the chapter’s newsletter to appear at least 10 days prior to the date of the meeting, at which time the proposed amendment will be provided to members prior to voting.

ARTICLE XII – The Flag

Section 1.  The American flag shall be displayed and honored at all meetings of the chapter.

 

Ernest D. Brockman, Jr. (BG, USA, Retired)       David E. Farley (CDR, USN, Retired)

President                                                          Secretary

Charleston Chapter                                           Charleston Chapter

Military Officers Association of America              Military Officers Association of America