BY LAWS Of
The Military Officers Club of Corvallis, Oregon
A Chapter of the Military Officers Association of America
Article I – Name.
The name of this organization shall be the Military Officers Club of
Corvallis, hereinafter referred to as the Chapter.
Article II – Purposes.
The purposes of the Chapter shall be to promote the purposes and
objectives of the Military Officers Association of America; foster fraternal
relations among retired, active, former, and potential future officers of
the uniformed services; protect the rights and interests of personnel of the
uniformed services and their dependents and survivors; provide useful
services for members and their dependents and survivors and serve the
community and the nation; inculcate and stimulate love of our country and
our flag; defend the honor and integrity of our National Government and the
Constitution of the United States; advocate military forces adequate to the
defense of our Country; and oppose any influence whatsoever calculated to
weaken the National Security.
Article Ill – Status.
Section I. The Chapter shall be a non-profit organization, operated
exclusively for the purposes specified in Article II above.
Section 2. Officers, directors and appointed officials shall not receive any stated compensation for their services, but the Board of Directors may authorize reimbursement of expenses incurred in the performance of their 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 misfeasance.
Section 4. 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.
Section 5. In the event of dissolution of the Chapter and after the discharge of all its liabilities, the remaining assets shall be given to a non-profit organization whose purposes and objectives are similar to those of the Chapter. Such organization shall be designated by a majority vote of the Board of Directors.
Article IV – Membership.
Section I. The membership of the Chapter shall be composed of 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 the reserve or other components of those
services and widows and widowers of any deceased individuals who would, if
living, be eligible for membership.
Section 2. Subject to the provisions of Section 1 above, membership shall be of three classes: regular, auxiliary and honorary members. An auxiliary member is one who has never served as an officer in any of the seven uniformed services but who has at one time been married to a person who was qualified to be a member. An honorary member is one, who has, by extensive demonstrated performance for and/or interest in Chapter members and their activities, been approved for such membership by a majority of voting members present at any specified meeting.
Section 3. Applications for regular or auxiliary membership shall be submitted in writing to the Secretary. Regular and auxiliary 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 or recommendation for membership.
Section 4. The Board of Directors may drop any member for good and sufficient cause after that member has been given an opportunity to be heard.
Section 5. Regular members are not required, but encouraged to hold and maintain membership in the Military Officers Association of America. Auxiliary members are encouraged to acquire and maintain such membership.
Article V - Voting .
Section I. Except as otherwise provided in these bylaws, all
questions coming before the membership shall be decided by a majority vote
of those present at a specified meeting.
Section 2. Only regular members in good standing present at a meeting of the Chapter shall be entitled to vote.
Section 3. Proxy voting shall not be permitted at any meeting of the Chapter.
Article VI –Dues
Section I. Any change in the annual membership dues for the next
calendar year may be determined by the membership at the annual meeting
after receiving the Board of Directors' recommendation in the matter.
Section 2. The annual dues for a calendar year shall become due on January 1st of that year.
Section 3. Any member who fails to pay dues within 60 days after January 1st, shall be notified of delinquency by the Secretary. If the member fails to make payment within the next 60 days, the Board of Directors may, without further notice and without hearing, drop the member from the roll. The member shall thereupon forfeit all rights and privileges of membership.
Section 4. Any member who has been dropped for non-payment of dues may be reinstated upon re-application for membership and payment of the annual dues for the current year.
Article VII - Meetings
Section 1. There shall be an annual meeting of the Chapter during the month of October for the receipt of annual reports, the determination of annual dues for the next calendar year, the election of officers and the transaction of other business. Notice of the meeting shall be mailed to each member at least 10 days in advance. (Note: If a Chapter is incorporated, it must conform to any notice requirements of relevant state laws.).
Section 2. Regular meetings of the Chapter shall be held during all months except November, unless otherwise decided by the Board of Directors. Notice of each such meeting shall be mailed to the membership at least 10 days in advance.
Article VIII - Board of Directors
Section I. The Board of Directors shall be composed of the elected
officers (President, Vice President, Secretary / Treasurer) and the five
most recent past Presidents, who are current members.
Section 2. 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. The board 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 3. The Board of Directors shall not be authorized to adopt resolutions or to establish positions in the name of the Chapter without approval by a vote of the membership.
Section 4. The board shall meet upon call of the President at such times and places as he or she may designate and shall be called to meet upon demand of a majority of its members. Notice of each meeting of the Board of Directors shall be communicated to each member of the board at least 10 days in advance.
Section 5. A majority of the entire board shall constitute a quorum at any meeting of the board.
Section 6. All questions coming before the board shall be decided by a majority vote, with each member of the board present being entitled to one vote. Proxy voting shall not be permitted.
Article IX –Officers
Section I. The elected officers shall be a President, Vice President,
Secretary, and Treasurer, or Secretary/Treasurer each of whom shall be a
regular or auxiliary member of the Chapter.
Section 2. The elected officers shall be elected annually, by the membership, at the annual meeting. Each elected officer shall take office at the first regular or special meeting of January and shall serve for a term of one year and/or until a successor is duly elected and installed.
Section 3. No member shall be eligible to serve more than two consecutive one-year terms as President, but may serve again after a break in service as President. If a new slate of officers is not elected by the prescribed time, the existing slate will continue to serve until replaced.
Section 4. A vacancy in the office of the President shall be filled automatically by the Vice President. Vacancies in other offices shall be filled as the Board of Directors decide.
Section 5. The President shall be the chief 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 right to vote, of all committees except the nominating committee. The President shall also, at the annual meeting and at such other times as might be deemed proper, communicate to the Chapter or to the Board of Directors information or proposals to help in achieving the purposes of the Chapter. Further, the President 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 Vice President shall perform the duties of the President. The Vice President shall perform other duties such as the President might assign.
Section 7. The Secretary shall provide timely notification of all meetings of the Chapter and of the Board of Directors. The Secretary also shall carry out these duties: maintain membership records, prepare such correspondence as might be required, maintain the Chapter's correspondence files and safeguard all important records, documents and valuable equipment belonging to the Chapter. Further, the Secretary shall perform such other duties as are commensurate with the office or as might be assigned by the Board of Directors or the President.
Section 8. The Treasurer shall maintain a record of all sums received and expended by the Chapter, collect the members' annual dues, create an annual budget for the Board to approve, make such disbursements as are authorized by the Chapter or the Board of Directors, deposit all sums received in a financial institution approved by the Board of Directors and make a financial report at the annual meeting or when called upon by the President. Funds may be drawn from the account in the financial institution only upon the signature of the President or Secretary/Treasurer. The funds, books and vouchers in the custody of the Treasurer shall at all times be subject to inspection and verification by the Board of Directors.
Article X – Committees
Section 1. The President, subject to the
approval of the Board of Directors, shall annually appoint standing and
special committees as might be required by the by laws or might be
advisable.
Section 2. The standing committees of the Chapter may be membership, legislative and personal affairs.
Article XI – Elections
Section 1. Prior to the October meeting of
the club, the President shall appoint a nominating committee, consisting of
at least two members, which shall present at the October meeting the names
of members nominated by committee to serve for the ensuing year.
Section 2. At the October meeting the recommended slate will be read and additional nominations called for from the floor. Nominations will then be closed and the election of officers held. Election will be by secret ballot, if necessary, and a majority of the votes cast by the members present will elect. The Secretary shall publish, to the membership, the results of the election.
Article XII – Amendments
These bylaws may be amended, repealed or altered in whole or in part by
a two-thirds vote of those present at any duly organized meeting of the
Chapter, provided that a copy of any amendment proposed for consideration
has been mailed to each regular member at least 10 days before the meeting.
Article XIII - The Flag
The American flag shall be displayed and honored at all meetings of the
Chapter
This is to certify that these bylaws were approved and adopted at a regular meeting of the Military Officers Club of Corvallis at the Corvallis Country Club on: