ARTICLE I — NAME
The name of this organization shall be the Military Officers Association of America (MOAA) Central Ohio Chapter (COC), hereinafter referred to as the chapter.
ARTICLE II — PURPOSE
The purposes of the chapter shall be to promote the purposes and objectives of MOAA; foster fraternal relationships among retired, active duty, and former officers of the uniformed services and their reserve and national guard components; protect the rights and interests of active duty, retired, reserve and national guard component personnel of the uniformed services, their dependents and survivors; provide useful services for members and their dependents and survivors; and serve veterans, community and the nation.
ARTICLE III — STATUS
Section 1. The chapter shall be a nonprofit organization, operated exclusively for the purposes specified in Article II above. The chapter’s bylaws are forwarded by the board and upon approval by the membership present at a monthly scheduled meeting, become the ruling directives for the operations of the chapter.
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 or officer of the chapter shall be liable for acts or failures to act on the part of any other member or officer. Nor shall any member or officer 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 only to accomplish the purposes specified in Article II above, and no part of said funds shall inure or be distributed to members except to reimburse authorized expenses.
Section 5. In the event of dissolution of the chapter and after the discharge of all liabilities, the remaining assets shall be given to a nonprofit organization whose purposes and objectives are similar to those of the chapter, such organization to be designated by a majority vote of the board of directors.
ARTICLE IV — MEMBERSHIP
Section 1. The membership of the chapter shall be composed of men and women who are serving, or have served on active duty, in one of the reserve or national guard components as a commissioned or warrant officer in any of the seven U.S. uniformed services (Army, Navy, Marines, Coast Guard, Air Force, U. S. Public Health Service and National Oceanic and Atmospheric Administration). Additional membership includes surviving spouses of any deceased individuals who, if living would be eligible for membership, or spouses (supporting members) who are in support of current dues-paying members. Honorary members are eligible in accordance with Article IV, Section 2.
Section 2. Subject to the provisions of Article IV, Section 1 above, membership shall be of four classes: regular, surviving spouse, supporting, and honorary. Honorary members are those recommended for membership by a member and approved by the chapter’s board of directors.
Section 3. Applications for regular, surviving spouse or supporting membership shall be submitted in writing to the board of directors. Regular, surviving spouse or supporting 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. The member will be given an opportunity to be heard.
Section 5. Regular and supporting members are not required to hold and maintain membership in national MOAA. However, membership in MOAA is strongly encouraged.
ARTICLE V — VOTING
Section 1. Except as otherwise provided in these bylaws, all questions coming before the membership shall be decided by a majority vote of the members present at any scheduled meeting of the chapter.
Section 2. Only regular, surviving spouse, and supporting members in good standing or, as determined by the board of directors, present at a meeting of the chapter shall be entitled to vote. Honorary members are not entitled to vote.
Section 3. Proxy voting shall not be permitted at any meeting of the chapter.
ARTICLE VI — DUES
Section 1. Annual dues are for one calendar year. The board of directors will recommend dues for the membership and the membership shall vote to approve dues. Honorary members are not required to pay annual dues.
Section 2. The annual dues for a calendar year shall become due upon request.
Section 3. The board of directors may, after providing notice, drop any member from the rolls for failure to pay dues. The member shall thereupon forfeit all rights and privileges of membership.
Section 4. Any chapter member who has been dropped for nonpayment of dues may be reinstated upon reapplication for membership and payment of annual dues for the current year.
ARTICLE VII — MEMBERSHIP MEETINGS
Section 1. There shall be an annual meeting of the chapter during the month of January for the receipt of annual reports, the election of officers and the transaction of other business. Notice of the meeting shall be provided to each member at least 20 days in advance.
Section 2. Regular meetings of the chapter shall be held each month unless otherwise decided by the board of directors. Notice of each meeting shall be provided to each member at least 15 days in advance.
ARTICLE VIII — BOARD OF DIRECTORS
Section 1. The board of directors shall be composed of elected officers who are the president, vice president-membership, vice president-programs, secretary, and treasurer. Additional members of the board are the immediate past president and directors. Directors are chapter members and are elected by the board for a term of one year at the second board meeting of the year to perform specific tasks in furtherance of the chapter’s goals.
Section 2. 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 in the calendar year and shall serve for a term of one year.
Section 3. The board shall plan, direct, and control the affairs of the chapter. It shall determine policies or changes therein within the limits of bylaws, shall actively prosecute its purposes, and shall have discretion in the disbursement of funds. It may adopt such rules, regulations and policies for the conduct of its business as may be deemed necessary.
Section 4. The board shall meet upon the call of the president at such times and places as he or she may designate. Notice of each meeting of the board of directors shall be sent to each member of the board at least 10 days in advance.
Section 5. The board members present at a board meeting shall constitute a quorum.
Section 6. Questions coming before the board shall be decided by a majority vote. Each member of the board present is entitled to one vote. Proxy voting shall not be permitted. The option of voting on questions coming before the board may be done electronically at the discretion of the president. In case of a tie vote, the president, at his discretion, may cast an additional vote to break the tie.
Section 7. When there is doubt in what procedure to be followed, the board will defer to Robert’s Rules of Order to resolve the issue.
ARTICLE IX — OFFICERS
Section 1. The elected officers shall be president, vice president-membership, vice-president- programs, secretary, and treasurer, each of whom shall be a regular, surviving spouse, or supporting member of the chapter.
Section 2. Normally, a member shall not serve more than two consecutive terms as president; however, this provision may be waived for good cause.
Section 3. The vice president-membership shall fill a vacancy in the office of the president automatically until such time as a new president is elected by the membership at the next scheduled membership meeting. Vacancies in other offices shall be filled as the board of directors may decide. A vacancy is defined as a permanent leave of office during an elected or appointed term due to resignation, illness or other.
Section 4. The President shall be the chief executive 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, on 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 and/or for the good of the chapter.
Section 5. In the event of the president’s temporary disability or absence, the vice president- membership shall perform the duties of president. The order of precedence for assuming temporary duties of president are: vice president-membership, vice-president-programs, secretary and treasurer. The vice presidents shall perform other duties such as the president might assign.
Section 6. The secretary shall provide timely written notification of all meetings of the chapter and of the board of directors and shall maintain a record of all proceedings. The secretary also shall carry out these duties: maintain the membership records, prepare such correspondence as might be required, maintain the chapter’s correspondences 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 by the president.
Section 7. The treasurer shall maintain a record of all sums received and expended by the chapter, collect the members’ annual dues, 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 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.
Section 8. If any officer discontinues his/her officer role, he/she may at his/her discretion become a director of the board.
ARTICLE X — COMMITTEES
Section 1. The president, subject to the approval of the board of directors, may annually appoint standing and special committees such as might be required by the bylaws or might be advisable.
Section 2. The standing committees of the chapter may include membership, legislative, personal affairs, program, public relations, budget and finance, and auditing.
Section 3. At least 60 days before the annual meeting, the board of directors shall appoint a nominating committee of up to five regular members, not currently holding elective office, to nominate candidates for elective offices. The committee shall notify the secretary in writing (or email), at least 30 days before the annual meeting, of its proposed slate of officers and directors for the next calendar year. The secretary shall list in the chapter’s newsletter the nominated candidates for the elected offices or email a copy thereof to each regular member at least 20 days before the annual meeting.
ARTICLE XI — AMENDMENTS
The bylaws may be replaced, amended, repealed or altered in whole or in part by a simple majority vote of the membership at any scheduled monthly meeting after being forwarded to the membership by a favorable vote of the board. A copy of the proposed changes will be provided to each chapter member at least 15 days before the meeting.
ARTICLE XII—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 the regular meeting of the membership at Columbus, Ohio on April 13, 2018
Tommy H. Roberson, COL USA (Ret) President
Alexander Bettinger, Col USAF (Ret) Secretary