THE SIERRA NEVADA CHAPTER, Inc. MOAA
Article I - Name
Section 1. The name of this CHAPTER shall be THE SIERRA NEVADA CHAPTER, Inc. MOAA.
Section 2. Wherever the CHAPTER or ORGANIZATION appears in these Bylaws it shall be construed to mean CORPORATION.
Section 1. The purposes of the Chapter shall be to promote the goals and objectives of the Military Officers Association of America; foster fraternal relations among retired, active and former officers of the uniformed services and their National Guard or Reserve components; protect the rights and interests of active duty, retired, Reserve and National Guard 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.
Section 1. 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 malfeasance.
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 non-profit organizations whose purposes and objectives are similar to those of the CHAPTER, such organizations to be designated by a majority vote of the Board of Directors.
Chapter Bylaws - March 2012
Section 1. The membership of the Chapter shall be composed of men and women who are serving or have served on active duty or in one of the National Guard or Reserve Components as a commissioned or Warrant Officer in one of the seven U. S. uniformed services (Army, Navy, Air Force, Marine Corps, Coast Guard, National Oceanic and Atmospheric Administration, and U.S. Public Health Service) as well as 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.
Section 3. Applications for regular or auxiliary membership shall be submitted in writing to the Secretary who shall inform the Board of Directors. 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 terminate a member for good and sufficient cause after that member has been given an opportunity to be heard, either in writing by U.S. Mail, or at a hearing.
Section 5. Regular members are required to hold and maintain membership in the Military Officers Association of America. Auxiliary members holding Chapter offices are required to hold and maintain membership in the Military Officers Association of America. All auxiliary members are also encouraged to acquire and maintain such membership.
Section 1. Except as otherwise provided in these Bylaws, all questions coming before the membership shall be decided by a simple majority vote.
Section 2. Any Regular or Auxiliary member in good standing shall be entitled to vote on any matter submitted to the membership for decision.
Section 3. Proxy voting shall not be permitted.
Section 1. The Board of Directors will determine the annual dues prior to the annual membership meeting. If a change in dues cost is necessary, the Board will provide the membership the opportunity to vote on the change.
Section 2. The annual dues for a calendar year shall become due on January 1st of that year or on the anniversary date if the member is on a first year gratis membership.
Section 3. Any member who fails to pay dues within 30 days from the time they become due shall be notified of delinquency by the Secretary. If the member fails to make payment within the next 30 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 reapplication for membership and payment of the annual dues for the current year with the Board’s approval.
Section 1. There shall be an annual meeting of the Chapter during the month of December, for approval of Bylaws changes, and to transact other business as may properly be brought before the members. A social function will be held in December during which time election results will be announced and officers and the Board of Directors will be installed.
Section 2. Other social events of the Chapter shall be announced by the Board of Directors. Membership business may be held in conjunction with a social function, but shall be conducted separately, first one and then the other. At such dual-purpose meetings, the business meeting will be duly recorded by the Secretary or other appointed recorder. The number of regular and auxiliary members present shall constitute a quorum of the membership, and business decisions may be approved or rejected by a simple majority vote of those members. Notice of such a meeting, signed by the Secretary, shall be included with the social function invitation to each member. Special meetings to conduct necessary unforeseen Chapter business affecting operational efficiency of the Chapter may be scheduled by the Board of Directors as necessary.
Article VIII-Board of Directors
Section 1. The Board Of Directors shall be composed of the elected officers (President, 1st Vice President, 2nd Vice President, Secretary and Treasurer), the immediate past President and four elected Directors from the general membership. Should the President be elected to a second term, five Directors shall be elected from the general membership. Committee chairmen may attend the Board of Directors meetings without authority to vote. The President may appoint an Auxiliary
Director (non-elected) who is a non-voting member, for a renewable term of one year.
Section 2. The elected Directors shall be elected annually by the membership using the mailed ballot method; or, a verifiable e-mail ballot; or, an in-person ballot at a board or annual meeting. Each elected Director shall take office at the installation of the elected Officers. Elected board members must hold MOAA national member status.
Section 3. The Board of Directors shall have supervision, control and direction of the affairs of the CHAPTER, determine its policies or changes therein within the limits of the Bylaws, actively pursue its purposes and 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 is not authorized to adopt resolutions or to establish positions in the name of the CHAPTER.
Section 5. The board will meet upon call of the President or by a call of a majority of board members, at a designated time. The board MUST have a meeting prior to the time and at the place of the annual meeting.
Section 6. All issues coming before the board will be decided by a simple majority vote of the board with each member of the board present being entitled to one vote. Proxy voting shall not be permitted
Article IX - Officers
Section 1. The elected officers shall be a President, a 1st Vice President, a 2nd Vice President, the Secretary and the Treasurer, each of whom shall be a regular or auxiliary member of the Chapter. Elected officers must hold MOAA national member status.
Section 2. The elected officers shall be elected by the membership using the mailed ballot method; or, a verifiable e-mail ballot; or, an in-person ballot at a board or annual meeting.
Each elected officer shall take office at the Installation Meeting.
Section 3. A vacancy in the office of the President shall be filled by the 1st Vice President. Vacancies in other offices shall be filled as the Board of Directors may decide. A board vacancy that is filled after the annual board election will be appointed in writing by the President, seconded by the board. At the next formal membership social/business meeting, the membership will be offered the opportunity to vote for the member to permanently fill the vacancy for the current year.
Section 4. The President shall be the chief elected officer of the CHAPTER, and will preside at meetings of the CHAPTER and of the Board of Directors, and be a member ex-officio, with the right to vote, on all committees. The President will, 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 will perform such other duties as are necessarily incident to the office of the President.
Section 5. In the event of the President's temporary disability or absence, the 1st Vice President shall perform the duties of the President. In the event of the temporary disability or absence of both the President and the 1st Vice President, the 2nd Vice President shall perform the duties of the President. Further assignment of duties shall be determined by the Board of Directors by vote of the members present.
Section 6. The Secretary shall provide written notification of all meetings of the CHAPTER and of the Board of Directors and maintain a record of all proceedings and reports of committees. The Secretary shall also carry out these duties: maintain the membership records; publish the membership roster annually; prepare such correspondence as might be required;
maintain the CHAPTER's correspondence file 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 President or the Board of Directors.
Section 7. The Treasurer shall maintain a record of all sums received and expended by the CHAPTER, make such disbursements as are authorized by the CHAPTER or the Board of Directors, collect annual dues, 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
bebe drawn from the account, in the financial institution, only upon the signature of the Treasurer or the President. In the event of the temporary disability or absence of the Treasurer the President shall perform his duties. 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. Under direction of the Board, the Treasurer shall maintain compliance with IRS regulations and State of Nevada laws pertaining to non-profit organization.
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. Two months before the annual December meeting, the Board of Directors will submit nominations to fill vacancies. Nominations may also be submitted by members in writing before the September meeting or in person at the September meeting.
Section 1. These Bylaws may be amended, altered, or repealed in whole or in part by the twothirds vote of the members present, at any duly organized meeting of the CHAPTER, provided a copy of any amendment or change proposed for consideration has been made available to each regular member at least 15 days prior to the meeting. If it is more practical, or if for some unforeseen reason a meeting resulting in a large part of the membership being present cannot be duly organized, the mailed and/or e-mailed ballot system may be utilized.
Article XII-The Flag
Section 1. The American flag shall be displayed and honored at all meetings of the CHAPTER.
END OF BYLAWS