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Central Virginia MOAA
 
By Laws

January 29, 2012, as amended to date

 

By Laws

Central Virginia Chapter

of the

Military Officers Association of America

 

ARTICLE I - NAME

The organization shall be known as the: Central Virginia Chapter of the Military Officers Association of America, (hereinafter referred to as “the Chapter”).

 

ARTICLE II - LOCATION

The Chapter shall be located in the Charlottesville Virginia area encompassing the City of Charlottesville and surrounding towns and counties in the Commonwealth of Virginia.

 

ARTICLE III - PURPOSES

The purposes of the Chapter are to promote the purposes and objectives of the Military Officers Association of America (hereinafter referred to as “MOAA”); foster relations among retired, active and former officers of the uniformed services and their National Guard or Reserve components; advance the rights and interests of active duty, retired, Reserve and National Guard personnel of the uniformed services, their families and their survivors; provide useful services for members and their families; and serve the community and the Nation.

 

ARTICLE IV - STATUS

Section 1. The Chapter shall be a non-profit organization, operated exclusively for the purposes specified in Article III above.

Section 2. Chapter officers, directors and appointed officials shall serve without compensation from Chapter funds or other consideration. The board of directors (hereinafter referred to as the “Board”, see Art. VI) may, however, authorize reimbursement of expenses incurred by any member in the performance of authorized Chapter business or duties.

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 only acts or failures to act arising out of willful malfeasance or misfeasance.

Section 4. The Chapter shall use its funds to accomplish the purposes specified in Article III above, and for such other purposes as the Board may consider necessary and proper.

(As amended December 15, 2011, by the membership at the Annual General Membership Meeting of the Chapter).

 

ARTICLE V – MEMBERSHIP

Section 1. Membership shall be of three categories: regular, auxiliary and honorary.

Section 2. Regular members of the Chapter shall be men and women who are serving or have served on active duty, as a commissioned or warrant officer in one of the National Guard or Reserve components or in one of the seven U.S. uniformed services (Army, Navy, Air Force, Marine Corps, Coast Guard, National Oceanic and Atmospheric Administration, and Public Health Service).

Section 3. Auxiliary members shall be surviving widows or widowers of any deceased individuals who would, if living, be eligible for membership.

Section 4. Honorary membership may be extended by the Board to any individuals, who may not otherwise be qualified for membership, but who have distinguished themselves by service to their country and may include current, former or retired officers of the armed forces of other countries. Honorary members may not vote at chapter meetings or hold Chapter office.

Section 5. Applications for membership shall be submitted to the Board for consideration. The Board may reject any membership application for cause and may terminate the membership of any member for good and sufficient reason after that member has been given an opportunity to be heard.

(The original section 6 was deleted by action of the chapter membership at the Annual General Membership Meeting of the Chapter, December 15, 2011.)

Section 7. There shall be no discrimination in membership or participation in the affairs of the Chapter by reason of race, creed, color, national origin, sex, handicap, or age.

 

ARTICLE VI - BOARD OF DIRECTORS

Section 1. The Chapter shall be governed by a board of directors comprised of the chapter officers and chapter directors.

Section 2. The officers of the Chapter shall be a president, a 1st vice president, a 2nd vice president, a 3d vice president, a secretary, and a treasurer, each of whom shall be a regular or auxiliary member of the Chapter. One officer may serve in more than one of the above positions concurrently. The immediate past president shall also serve as an officer of the Chapter.

Section 3. The officers of the Chapter may establish additional position(s) for director(s) to serve on the Board and participate in the governance of the Chapter with full and equal voting privileges on all business of the Chapter which may be brought before the Board. The total number of Directors so established shall be at the discretion of the Board. The Board may at any time establish new Chapter officer positions.

Section 4. Members of the Board shall be elected at the Annual Membership Meeting of the Chapter or a Special Meeting of the Chapter called for that purpose. Between Annual Meetings, the Board may appoint members to fill the unexpired term(s) of Board vacancies that may occur.

Section 5. The Board may, from time to time, appoint a member to serve as Chapter representative to a state-wide or regional organization within MOAA, such as the Virginia Council of Chapters. The Chapter representative so appointed may also serve as a Chapter officer or director. The establishment of such a representative shall in no way infringe on or interfere with direct communication between the Chapter and the National Headquarters of MOAA.

Section 6. The Board shall meet upon the call of the president at such times and places as may be designated and shall be called to meet upon demand of a majority of its members. Every reasonable effort shall be made to provide notice of a Board meeting to each Board member no later than 10 days prior to each meeting. For emergent reasons, Board meetings may be called with less notice, in which case every reasonable effort will be expended to notify each Board member of the meeting. A majority of Board members shall constitute a quorum at any Board meeting. All questions coming before the board shall be decided by a majority vote of Board members present and voting, with each member of the Board present being entitled to one vote. Votes cast by proxy shall not be permitted.

Section 7. The time and place of regularly scheduled Board meetings are to be provided to the general membership by means of the Chapter newsletter and other means that may be practical. Chapter members, not serving on the Board, may request to bring business before a meeting of the Board by notifying any Board member in advance of a Board meeting. The Board may decide whether or not to hear or act on the matter so proposed. Non-Board Chapter members may attend Board meetings, whether or not they have business before the Board. At any Board meeting, the presiding officer may excuse non-Board members at any time that he finds the Board to be in executive session and shall do so at the request of one or more Board member(s) present.

 

Article VII - DUTIES OF THE BOARD

Section 1. The Board shall exercise complete oversight and control 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 its duties, appoint such agents as it may consider appropriate and necessary.

Section 2. The Board may not adopt, endorse or concur in resolutions or positions in behalf of the Chapter or its members which are not consistent with the Chapter bylaws and the mission and goals of the Chapter. (As amended December 16, 2010, by the membership at the Annual General Membership Meeting of the Chapter).

Section 3. The president shall serve as the chief elected officer of the Chapter, shall preside at Chapter meetings and Board meetings. The president may serve, ex officio, as a voting member of any committee except the nominating committee. The president shall perform such other duties as may be necessary incidental to the office of the president.

Section 4. In the absence of the president, the 1st vice president shall serve as acting president. Should any Board member no longer be able to serve, the Board may elect a replacement to serve out the unexpired term of that position.

Section 5. Committees of the Chapter may include membership, legislative, personal affairs and other such committees as the Board may from time to time deem necessary. The Chapter president, subject to the approval of the Board, may appoint or dissolve Chapter committees.

Section 6. The secretary shall provide timely written notification of all meetings of the Chapter and of the Board and shall maintain a record of all proceedings. The secretary shall also carry out such duties as might be assigned by the Board or the president.

Section 7. The treasurer shall maintain a record of all Chapter receipts and disbursements, shall make such disbursements as are authorized and directed by the Board, and provide a financial report at the Annual Meeting of the Chapter or more frequently when called upon to do so by the president. The treasurer shall follow sound accounting principles in the management of Chapter assets. All financial records shall be subject to review and inspection by the Board and subject to an internal or independent audit as may be directed by the Board or as may be required by law.

 

ARTICLE VIII – CHAPTER MEETINGS

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

Section 2. Regular meetings of the Chapter may be held monthly unless otherwise decided by the Board. In addition to regular meetings, there shall be an Annual Meeting of the Chapter, on a date determined by the Board, for the receipt of annual reports, the determination of annual dues, the election of officers and directors and the transaction of other business that may come before the meeting. Notice of regular and annual meetings shall be mailed to the address of record of each member no later than 10 days prior to the date of the meeting.

Section 3. Prior to the Annual Meeting of the Chapter, the Board shall appoint one or more Chapter member(s) to serve as a nominating committee to recommend the names of candidates to serve in Board positions for the following year. The nominating committee shall consider any nomination for Chapter office made by any Chapter member. Once the committee has made its recommendation to the Board, the Board shall decide which individuals to nominate. The Board shall provide to the membership the names of the nominations together with the notice of the annual meeting no later than 10 days prior to the date of the Annual Meeting of the Chapter or Special Meeting called for that purpose.

Section 4. At any Chapter meeting, ten percent of the members of record shall constitute a quorum for the purposes of conducting Chapter business. Questions coming before the membership shall be decided by a majority vote of members present and voting. Only regular and auxiliary members in good standing, as determined by the Chapter secretary, and present at the Meeting of the Chapter shall be entitled to vote. Proxy votes are not permitted at any meeting of the Chapter.

Section 5. Special meetings of the Chapter may be called by the Board and shall be called upon the request of at least forty percent of the membership entitled to vote.

 

ARTICLE IX - DUES

Section 1. Annual membership dues shall be determined by the Chapter membership at the Annual Meeting of the Chapter.

Section 2. The Board may provide relief to any Chapter member from payment of dues for compassionate or other reasons. The Board may treat such decisions as privileged information.

 

ARTICLE X - DISSOLUTION OF THE CHAPTER

In the event of final dissolution or liquidation of the Chapter, and after the discharge of all its liabilities, the remaining assets of the Chapter, including all of its various specifically designated funds, shall be given to one or more tax-exempt organizations, as defined in the Internal Revenue Code, and whose purposes and objectives are similar to those of the Chapter or MOAA, such organizations to be designated by a vote of a majority of the Board members, serving as such at the time of dissolution.

 

ARTICLE XI - AMENDMENTS

These bylaws may be amended, repealed or altered in whole or in part by a majority vote of the members present and voting at any duly organized meeting of the Chapter, provided that a copy of any amendment proposed for consideration has been provided to each member qualified to vote at least 10 days before the meeting.

Certification

This is to certify that these bylaws were approved and adopted at the Annual Meeting of the Chapter at Keswick, Virginia on October 22, 2008

Robert H. Burnett Captain, US Army President

Carl R. Huebner Colonel, USAF Secretary

January 29, 2012 as amended to date

 

 


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