The NASSAU COUNTY FLORIDA CHAPTER
The name of this organization shall be the Nassau County Florida Chapter of the Military Officers Association of America (MOAA), hereinafter referred to as the Chapter.
To the extent feasible, the purposes of the Chapter shall be (a) to promote the purposes and objectives of The Military Officers Association of America and the Florida Council of Chapters;
(b) to foster fraternal relations among the community’s retired, active, and former officers of the uniformed services; (c) to protect the rights and interests of members and personnel of the uniformed services and their dependents and survivors; (d) to provide useful services for members and their dependents and survivors, and (e) to serve the community and the Nation.
Section 1. The Chapter shall be a non-profit organization, operated exclusively for the purposes specified in Article II above and in accordance with Chapter 617 of the Florida Statutes and Section 501. (c) 19 of the United States Internal Revenue Code; shall be affiliated with and Chartered by the Military Officers Association of America; and be a member of the Florida Council of Chapters of the Military Officers Association of America.
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 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.
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 non-profit 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.
Section 1. The membership of the 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 or the Reserve and the National Guard or other components of those services, and (b). Spouses of regular members plus widows and widowers of any deceased individual who would, if living, be eligible for MOAA membership.
Section 2. Membership shall be of four classes:
- Regular Member.. Men and women who are, or have been, commissioned or warrantofficers 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 National Guard of those services who apply for Chapter membership and pay the prescribed Chapter annualdues.
- Auxiliary member. Spouses of regular members, widows and widowers of any deceased individual who would, if living, be eligible for MOAA membership, and who pay the prescribed Chapter annualdues.
- Life Member. All regular and auxiliary members who reach 90 years of age during the current year shall be classified as a “Chapter Life Member.” They shall maintain active membership exempt from payment of Chapter annual dues to include the current year in which they reach 90 years of age..
(e) Honorary member. The Board of Directors may grant honorary membership to certain individuals in recognition of their services to the Nation, the retired military officer community, or the Chapter. Normally an individual eligible for MOAA premium or auxiliary membership is not eligible for honorary membership. However, if the individual holds an elective or appointive office at the national, state, or local level, he or she may be granted honorary membership during the tenure of such office. The Board of Directors may also grant honorary membership to certain foreign officers. Honorary membership shall not convey any voting rights and shall not entail any requirement for the payment of dues. The status of honorary members will be reviewed annually by the Board to determine if that status is to be continued.
Section 3. 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.
Section 4. Application for Chapter regular or auxiliary membership shall be submitted in writing by submission of the Chapter membership application form or by completion of the
membership form at the Chapter WEB site and submission electronically. Recommendation for honorary membership shall be submitted to the Board of Directors by any Chapter member and will be approved by a majority of the membership.”
Section 5. The Board of Directors may drop any member for good and sufficient cause, after the member has been given an opportunity to be heard.
Section 6. Regular members are required to hold and maintain membership in The Military Officers Association of America, 201 North Washington Street, Alexandria, Virginia. Eligible Auxiliary members are encouraged but not required to hold and maintain such membership.
Section 1. Except as otherwise provided in these bylaws, all questions coming before the membership shall be decided by a majority vote.
Section 2. Only regular, auxiliary and life members in good standing or, as determined by the Board of Directors, 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.
Section 1. The annual dues for each member for the next Chapter year shall 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 Chapter year (January 1 to December 31) shall become due on January 1 of that year.
Section 3. The Board of Directors may, without further notice and without hearing, drop any Chapter member from the roll for nonpayment of dues. The member shall thereupon forfeit all rights and privileges of Chapter membership.
Section 4. Any member who has been dropped for non-payment of dues may be reinstated upon reapplication for membership and payment of the annual dues for the current Chapter year.
Section 1. There shall be an annual meeting of the Chapter during the month of November for the receipt of annual reports; the determination of annual dues for the next year; the election of officers and directors; and the transaction of other business. Notice of the meeting shall be made to each member at least 20 days in advance of the meeting.
Section 2. Regular meetings of the Chapter shall be held each month of the year except July and August, unless otherwise decided by the Board of Directors. Notice of each such change of meeting shall be made to each member at least 15 days in advance.
Section 3. Special meetings of the Chapter may be called by the President. Notice of any special meeting shall be sent to each member at the last recorded mail or e-mail address at least 10 days in advance, with information as to the subject or subjects to be considered.
Section 4. Ten percent of the membership possessing voting rights shall constitute a quorum at any meeting of the Chapter.
Section 5. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Chapter in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order the Chapter may adopt.
ARTICLE VIII—BOARD OF DIRECTORS
Section 1. The Board of Directors shall be composed of the elective officers, President, Vice President, Secretary and Treasurer, three Directors plus the immediate Past President and the Chairpersons of the Standing Committees. All Past Presidents of the Chapter will automatically become a member emeritus of the Board of Directors as an advisor and counselor, but will have no voting status at board meetings.
Section 2. The elected officers/directors shall be elected biennially by the membership at an annual meeting. Each elected officer/director shall take office at the first regular or special meeting following the election and shall serve for a term of two years.
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 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 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 to establish positions in the name of the Chapter.
Section 5. The Board of Directors shall meet upon the call of the President at such times and places as he 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 mailed or e-mailed to each member of the board at least 10 days in advance.
Section 6. A majority of the entire Board of Directors shall constitute a quorum at any meeting of the Board.
Section 7. 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.
Section 1. The elected officers shall be a president, a vice president, a secretary, and a treasurer, and each of whom shall be a regular or auxiliary member of the Chapter.
Section 2. The elected officers shall be elected by the membership at an annual meeting. Each elected officer shall take office at the first regular or special meeting in the year following the election and shall serve for a term of two years or until a successor is duly elected and installed.
Section 3. Normally, a member shall not serve more than two consecutive terms aspresident; however, this provision may be waived if there are no volunteers to assume the office and the member agrees and the Board of Directors concur in having the member serve another term.
Section 4. The vice president shall fill a vacancy in the office of the president automatically. Vacancies in other offices shall be filled as the Board of Directors may 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 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. In the event of the temporary disability or absence of the president and the vice president, the secretary 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 written notification of all meetings of the Chapter and of the Board of Directors and shall maintain a record of all proceedings. The secretary shall also carry out these duties: oversee the maintenance of the 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 by the president.
Section 8. 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 or a Board member designated by the Board. 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 1. The President, subject to the approval of the Board of Directors, shall annually appoint standing and special committees such as might be required by the bylaws or might be advisable.
Section 2. At least 60 days before the annual meeting, the Board of Directors shall appoint a nominating committee of five Chapter members to nominate candidates for the elective offices. The committee shall notify the secretary in writing, at least 30 days before an annual meeting, of its proposed slate of officers and directors. The secretary shall list in the chapter’s newsletter the nominated candidates for the elected offices or mail a copy thereof to each Chapter member at least 20 days before an annual meeting.
These bylaws may be amended, repealed or altered in whole or in part by a majority vote of the membership at any duly organized meeting of the Chapter, provided that a copy of any
amendment proposed for consideration has been sent to each member qualified to vote at least 15 days be/ore 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 Chapter meeting of the Nassau County Florida Chapter on November 10, 2015.
David L. Harlow PAUL M.BOOTON, JR.
President (Typed Name)
RADM(0-8), US NAVY
(Rank/Grade and Service)
LTC(05), US ARMY
(Rank/Grade and Service)