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BY-LAWS OF THE SOUTHERN MAINE CHAPTER OF THE MILITARY OFFICERS ASSOCIATION OF AMERICA (MOAA) *************************** ARTICLE l - NAME The name of this organization is: The Southern Maine Chapter of the Military Officers Association of America (MOAA). ARTICLE ll - PURPOSE & OBJECTIVES Section 1. The purpose of this organization shall be: To encourage and facilitate camaraderie among retired, active and former officers of the uniformed services. To foster favorable public attitudes toward the uniformed services and their associated professions, institutions and fundamental values. To promote allegiance to our system of government under the United States Constitution and to honor the flag by which it is symbolized. To preserve and enhance the rights, benefits, entitlements and quality of life of personnel of the uniformed services and their families. To provide altruistic services and assistance for our members and their families. To assist, as appropriate, in the achievements of legislative and other objectives of the national efforts of the Military Officers Association of America. Section 2. This Chapter shall be a nonprofit organization, operated exclusively for the purposes specified above. It shall maintain nonpartisanship as to political parties, political candidates, and political orientations in all Chapter activities. Section 3. The Chapter shall use its funds only to accomplish the purposes specified above. Officers, directors, and other members shall not receive any stated compensation for their services, but the Board of Directors may authorize payments of expenses incurred in the performance of their duties. Section 4. Nothing herein shall constitute members of the Chapter as partners for any purpose. The membership directory and all correspondence containing personal or private matter shall be considered confidential. No member, officer, or agent of this Chapter shall be liable for the 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 his acts or failure to act under these by-laws, excepting only acts or omissions to act arising out of willful malfeasance. ARTICLE lll - MEMBERSHIP Section 1. The membership of this Chapter shall be composed of: (a) Men and women who are or have been commissioned officers or warrant officers of the United States uniformed services: the Army, Navy, Air Force, Marine Corps, Coast Guard, or National Guard; National Oceanic and Atmospheric Administration; ,Public Health Services; the “Reserve” or other components of these services; and those who are members of the national Military Officers Association of America. Section 2. Subject to the provisions of Section 1 above, membership shall be of these three classes: A. Regular Members. (a) Active duty officers or warrant officers, B. Auxiliary Members. Widows and widowers of any deceased members who would, if living, be eligible for membership. C. Honorary Members. The Board of Directors may grant honorary membership to any individual, domestic or foreign, who has performed distinguished and renowned military or military-related public service. Section 3. Applications for regular and auxiliary membership shall be submitted in writing to the Membership Chairperson. Recommendations for honorary membership shall be submitted in writing to the Board of Directors by regular, and auxiliary members. Section 4. Any member may be dropped for good and sufficient cause by a simple majority vote of the Board of Directors after having been given an opportunity to be heard. Section 5. Regular and auxiliary members are required to maintain membership in the national MOAA and shall be entitled to vote on any matter. Proxy voting shall not be permitted. Section 7. Members who fail to pay their dues by 31 December shall be timely notified by the Secretary that they are delinquent and that if payment is not received before 01 February of the following calendar year, they may without further notice, be dropped from the rolls and thereupon forfeit all rights and privileges of membership. Before a member is to be dropped for non-payment of dues, the Membership Chairperson and the Secretary should make every reasonable effort to determine the reason and what, if anything, can be done to retain the member. Members who are dropped from the rolls for non-payment of dues will be so notified by the Secretary. Section 8. Members who have been dropped for non-payment of dues may be reinstated upon reapplication to the Board of Directors for membership and payment of the annual dues for the current year. Section 9. Auxiliary Members shall not be required to pay dues. Section 10. Honorary Members shall not be entitled to vote nor required to pay dues. Section 11. Emeritus Members shall be entitled to vote but are not required to pay dues. ARTICLE IV - ADMINISTRATION Section 1. The elective officers shall be: a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer; each of whom shall be a member of the Chapter. They shall be elected for a one-year term at the September Annual Meeting and shall take office at the next Board or Chapter meeting. Each officer shall serve until replaced or re-elected to ensure continuity. Only the President shall be limited to serving two, successive, 1-year terms. Section 2. President. The President shall be the chief elective officer of the Chapter, shall preside at meetings of the Chapter and the Board of Directors, and shall be a member ex officio, with the right to vote on all committees except the Nominating Committee. The President is responsible for promoting the purpose and objectives of the Chapter as outlined in Article II and for appointing committee chairpersons and representatives to implement their assignments. Other duties of the President shall include the appointment of the Chaplain to preside at every Chapter meeting and the appointment of an Auditor. Section 3. First Vice President. The First Vice President, in the event of the President’s temporary disability or absence, shall perform the duties of the President. The First Vice President shall chair the Nominating Committee and shall perform such other duties as the President may assign. Section 5. Secretary. The Secretary shall ensure notice of all meetings of the Chapter and the Board of Directors, attend all meetings, prepare correspondence, keep records of all proceedings, send out dues notices by 15 November, and preserve important documents. The Secretary shall perform such other duties as are commensurate with the office or as may be assigned by the Board of Directors or the President. Section 6. Treasurer. The Treasurer shall maintain a record of all sums received and expended by the Chapter and shall make disbursements authorized by the Chapter or the Board of Directors. All funds received shall be deposited in a financial institution approved by the Board of Directors. The Treasurer should be prepared to give a statement of the condition of the treasury at each Board meeting and prepare an Annual Report for the October Board of Directors meeting. Funds may be withdrawn upon the signature of the Treasurer and, during the temporary disability or absence of the Treasurer, by the President. No appropriations shall be made that are not included in the approved budget or by a majority vote of the Board of Directors. The funds, books and vouchers in the custody of the Treasurer are subject to audit at all times. The Treasurer shall chair the Budget Committee. Section 7. Fiscal Year. The Chapter’s fiscal year shall be from 01 January through 31 December. ARTICLE V - MEETINGS - CHAPTER Section 1. Quarterly Meetings of the Chapter shall be at a time and place approved by the Board of Directors in March, June, September and December. Notice of the meetings will be sent to Chapter members at the last known home address or e-mail address of record at least fifteen (15) days before the meeting. The Annual Meeting shall be the September Quarterly Meeting of the Chapter for the election of officers and members of the Board of Directors and for such other business as may be appropriate for the occasion. Newly elected officers and the most recent Board of Directors members shall be installed and shall commence their term of office at the December Quarterly Chapter 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’s last recorded address at least fifteen (15) days in advance, with a statement of the time and place and information as to the subject or subjects to be considered. Section 3. A quorum shall be fifteen (15) members at any meeting of the Chapter. ARTICLE Vl - BOARD OF DIRECTORS Section 1. The Board of Directors shall be comprised of the following elective officers: the President, First and Second Vice Presidents, Secretary and Treasurer, the Immediate Past President, and fifteen (15) directors. Section 2. The elective directors shall be elected for three (3)-year terms by the membership at the September Annual meeting by a simple majority vote of those members present and constituting a quorum. Election shall be by a show of hands. 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 by-laws; shall actively prosecute its purposes and such rules and regulations for the conduct 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 considers necessary. Section 4. The Board of Directors shall not be authorized to adopt resolutions in the name of the Chapter. Such matters shall be decided by a majority vote of members present at any meeting of the Chapter. Section 5. Regular meetings of the Board of Directors shall be held as frequently as deemed necessary at a time and location approved by majority vote of the Board. Notice of each meeting will be sent to each Board member by the Secretary, at their last recorded address or by email, at least ten (10) days before each meeting. There shall be a minimum of nine (9) meetings each calendar year. Section 6. In the interest of maintaining an effective and viable Board of Directors, regular attendance and diligent commitment to duty is essential. Section 7. Each member of the Board shall be entitled to one vote. Proxy voting shall not be permitted. Section 8. Chapter members are encouraged to attend Board of Director meetings. They may participate in the proceedings, subject to the discretion of the presiding officer, but will have no vote. Section 9. A quorum shall be nine (9) members at any meeting of the Board. ARTICLE Vll - COMMITTEES Section 1. The President shall appoint the chairperson or representative of each of the committees specified in this Article of the by-laws and with the assistance and approval of the Board of Directors, determine the appropriate size and appoint members to each committee. Committee members, including the chairperson, may be selected from sitting Board members or from the Chapter membership at-large. Additional temporary committees may be established by the President with the Board of Directors' approval. Section 2. Nominating Committee. At least 60 days before the September Annual Meeting, the President shall activate a nominating committee of four (4) members to nominate candidates for the elective officers and Board vacancies. The committee chairperson will be the First Vice President who will be assisted by the Second Vice President, the Immediate Past President and the chair of the Membership Committee. Section 3. Budget Committee. The Treasurer will chair the Budget Committee assisted by the First Vice President, the Second Vice President, the Secretary, and the Immediate Past President. This committee is responsible for preparing the annual budget for review and approval at the September Board Meeting. Any request from any source for an expenditure that is not included in the approved budget, must be referred to the Budget Committee for evaluation before coming before the Board for final action. Section 4. Program Committee. The Second Vice President will chair the Program Committee to provide speakers for the Quarterly Chapter Meetings and for any other event approved by the Board. The committee will be responsible for selecting speakers, reserving appropriate venues, determining the menu and making all support facility arrangements. Section 5. Communications Committee. Newsletter Editor. The Newsletter Editor shall compile, publish and distribute the Quarterly Chapter Newsletter, which will include the reservation form for the upcoming quarterly meeting. Webmaster. The Webmaster shall be responsible for establishing, maintaining and updating the Chapter Website, which will be used for the posting of the Quarterly Chapter Newsletter and enable electronic distribution to members. Section 6. Membership Committee. The Membership Committee shall maintain an electronic database of members and provide a copy of the Membership Directory to any member upon request. The chairperson shall notify National MOAA of membership changes and coordinate with National MOAA to ensure that new members receive their first year membership free. Additional duties include: (1) giving the Nominating Committee the names of members interested in becoming officers or members of the Board of Directors; and, (2) giving the President, Secretary, Newsletter Editor and other members, as required, a copy of the print-ready electronic version of mailing addresses for Chapter mail-outs. Section 7. Legislative Affairs Committee. This committee, which may consist of one or more Chapter members, will represent the Chapter on legislative issues, including health matters, at the State level - working singularly or in cooperation with other military organizations such as the Military Veteran Coordinating Committee. Military Veteran Coordinating Committee (MVCC) Representative. The MVCC member represents the Chapter in the Maine Military Veterans Coordinating Committee, a working group organized to address issues in the State of Maine that would, “Make Maine a more attractive place to live.” Martin’s Point Representative. This person represents the Chapter at all meetings of the Martin’s Point Military Advisory Council and shall report pertinent information to the Board of Directors and prepare timely articles for inclusion in the Chapter Newsletters. Personal Affairs Representative. This person shall check newspaper obituary columns for deceased members and mail a sympathy card to the appropriate member of the deceased's family. Get-well cards should be sent to sick members. ROTC Representative. This person shall maintain contact with the several high schools and colleges in Maine who have ROTC Programs and arrange for delivery of certificates, medals and other awards, including scholarships, which should be presented to selected recipients by a Chapter representative at the awards ceremonies. Veterans Assistance Representative. This person shall monitor the Veteran needs situation in Maine and recommend to the Board appropriate use of Chapter resources to ameliorate specific needs. Fundraising Representative. This person shall assume leadership in any meritorious money making idea that has prior Board approval to generate additional funds required for special needs or to augment ongoing outreach programs. ARTICLE VllI - AMENDMENTS Section 1. These by-laws may be amended, revised, repealed, or altered, in whole or in part, by a two-thirds vote at any duly organized meeting of the Chapter, provided that a copy of any change proposed for consideration has been made available to active members of record at least fifteen (15) days prior to the date of the meeting. Section 2. These by-laws and Articles of Incorporation were adopted and approved 12 November 1984. They were amended in October 1993 and revised 11 February 2006. They were further amended 03 October 2016. ARTICLE IX - DISSOLUTION Section 1. In the event of dissolution of the Chapter, and after the 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 shall be designated by a majority vote of the Board of Directors ARTICLE X - THE FLAG Section 1. The position of honor for the American Flag, displayed from a staff, is to the right of any speaker. ARTICLE XI - ROBERT'S RULES Section 1. The rules contained in the current edition of Robert’s Rules of Order Revised shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with these by-laws. The Board of Directors may adopt any special rules of order as it deems necessary or fit to conduct the effective business of the Chapter. Amended: October 3, 2016 |