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South Carolina Council of MOAA

South Carolina Council of MOAA
South Carolina Council of MOAA South Carolina Council of MOAA
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2024-09-15
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By Laws

                            South Carolina Council of MOAA Chapters

                             MOAA Bylaws                November 6, 2021  

Article I-Name

Section 1. The name of this organization shall be The South Carolina Council of MOAA Chapters, hereafter referred to as the Council.

Section 2. The Council is an affiliate of the Military Officers Association of America MOAA. The Association is a non-profit organization operated exclusively for the purposes beneficial to the interests of the Nation and its Uniformed Services personnel, their dependents, and survivors.

 

Article II-Purpose                              

The Council is organized, and shall be administered and operated, exclusively for the following purposes, within the meaning of section 501(c)(3) of the Internal Revenue Code:

  • Promote the aims of the Military Officers Association of America MOAA, as stated in the preamble to the Bylaws of that association;
  • Further the legislative and other objectives of MOAA;
  • Foster fraternal relationships among retired, active and former officers of the uniformed services and their reserve components;
  • Protect the rights and interests of retired, active, and reserve component personnel of the uniformed services and their families and survivors;
  • Provide useful services for servicemembers and their families and survivors;
  • Serve the community and the nation;
  • Protect the rights and interests of retired, active, and reserve component personnel of the uniformed services and their families and survivors in matters of state legislation; and
  • Provide the assistance necessary to member chapters to enable them to effectively serve their members, their communities, and the nation.

 

Article III-Status

Section 1. The Council shall be a nonprofit, operated exclusively for the purposes specified in Article II above.

Section 2. Officers and appointive officials shall not receive any stated compensation for their services, but the Council may by resolution authorize reimbursement of expenses incurred in the performance of their duties.

Section 3. Indemnification. The corporation shall indemnify any person against expenses, including without limitation, attorneys’ fees, judgements, fines, and amounts paid in settlement, actually and reasonably incurred by reason of fact that he/she is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, in all circumstances  in which, and to the extent that, such indemnification is specifically permitted and provided for by the laws of the state as then in effect. Indemnification will not be made when a director, officer, or employee is adjudged guilty or willful misfeasance or malfeasance in the performance of duties. The power of indemnification under state law shall not be denied or limited by the Bylaws.

Section 4. The Council shall use its funds only to accomplish the purposes specified in Article II above.

Section 5. In the event of dissolution of the Council and after the discharge of all Council liabilities, remaining assets shall be distributed to the member chapters in proportion to their size.

  

Article IV-Membership

Section 1. The membership of the Council shall be composed of local organizations of officers of all uniformed services, and cadets of the military academies, colleges, or universities herein referred to as member chapters, which are affiliated with MOAA and this Council

Section 2. Any chapter affiliated with MOAA should, upon application to and approved by the Council, become affiliated with said Council. Such affiliation does not authorize the Council to participate in the organizational or managerial affairs of the chapter unless requested by the chapter.

Section 3. The affiliation of a chapter with the Council may be canceled by a quorum vote of the Council.

 

Article V-Voting

Section 1. Except as otherwise provided in these bylaws, all questions coming before the Council will be decided by a quorum vote of the voting members present and voting (See additional guidance in Section 2.)

Section 2. Voting rights shall be vested in the president of each member chapter, or in a delegate appointed by the chapter president, and in each elected officer of the Council. Additionally, at the discretion of the elected Council officers, appointed directors and past Council presidents also may be given voting rights.

Section 3. Proxy voting shall not be permitted at meetings of the Council.

Section 4. In urgent matters, the president shall be authorized to put questions to vote by mail, email, or telephone.

Section 5. Roberts Rules of Order shall be the referenced procedural guide for voting. A quorum must be present for voting at our November 6 conference either in person or via Zoom. A quorum is 60% of the 18 eligible council voters which is 10.  The 18 eligible voters are the

9-chapter presidents or their appointed representative on November 6, 2021 and

the 9 council officers on November 6, 2021;

    • President
    • 1st Vice President
    • 2ND Vice President
    • Legislative Director
    • Treasurer
    • Secretary
    • Past President
    • Chaplain
    • Surviving Spouse Liaison

 

Article VI-Finances

Section 1. The Council shall operate on a cash basis and will not obligate or expend any funds not on hand. The Council can recommend a per-chapter assessment (dues) for approval of each member chapter. A vote of the member chapters on this assessment will be binding on all member chapters of the Council.

Section 2. The annual dues and budget shall cover the calendar year and shall be determined by the Council at its fourth quarterly meeting of the year for the coming year. Dues are payable on or before the date of the date of the second scheduled quarterly meeting in the following year and delinquent by May 1 of that year. Any member chapter failing to pay by May 1 shall forfeit Council membership.

Section 3. Dues shall be paid to the Council. The total assessment (dues) amount shall be determined by multiplying the agreed to per-member assessment by numerical strength of the active chapter membership in good standing as of December 31 of the prior calendar year during which the dues are payable.

 

Article VII-Meetings

Section 1. There shall be an annual meeting of the Council during the fourth quarter of each calendar year for the receipt of annual reports, the transaction of other business, and every other year, the election of officers. Notice of such meetings shall be emailed to each officer and appointed official of the Council and each chapter president at least 30 days before the time appointed for the meeting.

Section 2. There shall be a regular Council meeting in each of the first three quarters of each calendar year. Written (email unless otherwise decided by or postal mail) notice of time and place shall be provided to each officer and official of the Council and each chapter president at least 30 days in advance of each meeting.

Section 3. The president may call special meetings of the Council. Notice of any special meeting with a statement of time, place, and information as to the subject or subjects to be considered shall be emailed to each officer and appointed official of the Council and each chapter president at least 10 days in advance of each such special meeting

Section 4. All those with voting rights present at any meeting must meet the 60% present criteria to constitute a quorum to vote.

Section 5. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Council in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Council may adopt.

 

 

 

 

Article VIII-Officers

Section 1. The elected officers shall be a president, first vice president, second vice president, treasurer, secretary, chaplain, legislative director, and surviving spouse liaison, each of shall be a member of a member chapter and also a member of national MOAA.

Section 2. The chapter representatives shall elect Council officers biennially. Each election shall be by ballot or show of hands. Each elected officer shall take office at the first regular or special meeting in the calendar year following the election and shall serve for a term of two years. Elected officers may serve more than one two-year term.

Section 3. Elected Council officers and appointed directors shall be eligible to serve more than two consecutive two-year terms except the President who is limited to two consecutive two-year terms.

Section 4. The first vice president shall fill a vacancy in the office of the president automatically. The second vice president shall fill a vacancy in the office of the first vice president automatically. Vacancies in other elective or appointive offices shall be filled as the Council deems appropriate. 

Section 5. The president shall be the principle elected officer of the Council, shall preside at meetings of the Council, and shall be an ex-officio member of all committees, with voting rights for all except the nominating committee. The president shall also, at the annual meeting and other times deemed proper, communicate to the Council such information or proposals as would tend to increase the effectiveness of the Council. Further, the president shall perform such other duties as are necessarily incident to the office of president. The president shall seek the approval of the board of directors for all expenses in support of the council over $500.

Section 6. In the event of the president’s temporary disability or absence, the first vice president shall perform the duties of the president. In the event of the temporary disability or absence of the president and first vice president, the second vice president shall perform the duties of the president. The vice presidents shall perform such other duties as the president may assign.

Section 7. The treasurer shall maintain a record of all sums the council receives and expends, make such disbursements as are authorized by the Council, and prepare or have prepared any and all tax returns required by law. The treasurer shall deposit all sums received in a federally insured financial institution. Funds may be withdrawn only upon signature of the treasurer or, in the event of the treasurer’s disability or absence from the area, the signature of the president. The treasurer shall make a financial report at the annual meeting or when called upon by the president. The funds, books, and vouchers in the treasurer’s custody shall at all times be subject to inspection and verification by the Council or the finance committee. There shall be an audit of the treasurers books every two years conducted by the Finance Committee or by three members selected by the President, with a written Audit Report presented at the first meeting thereafter

Section 8. The secretary shall provide timely written notification of all annual, regular, and special meetings of the Council, attend all meetings of the Council, and keep a record of all proceedings. The secretary shall maintain the membership records. Further, the secretary should also prepare such correspondence as may be required and should maintain the Council’s correspondence files; prepare whatever administrative reports may be required by law; safeguard all important records, documents, and valuable equipment belonging to the Council; and perform such other duties as are commensurate with the office or as may be assigned by the Council or the president.

Section 9. The officers of the Council shall not be authorized either individually or collectively to adopt resolutions or establish positions in the name of the Council without Council approval.

 

Article IX-Committees

Section 1. The president shall appoint such standing and special committees as may be required by the bylaws or as the president may find advisable. Such appointments, unless terminated sooner, shall expire upon the completion of the president’s term of office.

Section 2. The standing committees of the Council may include a legislative affairs committee, a new chapter and satellite development committee, a public relations committee, and a finance committee.

Section 3. At the third quarterly meeting, the president may appoint a nominating committee, three people, each of whom shall be a member of a member chapter but not currently an elected officer of the Council, to nominate candidates for the elective offices. At least 60 days before the date of the (fourth quarterly) annual meeting, the committee shall notify the secretary in writing of the names of the candidates it proposes. The secretary shall include the proposed slate in the notice of the annual meeting.

 

Article X-Amendments

The bylaws may be amended, repealed, or altered in whole or in part by a quorum vote at any organized meeting of the Council. A copy of the amendment proposed for consideration must be mailed or emailed to each Council elected and appointed officer and each chapter president at least 21 days before the meeting

 

Article XI-The Flag

The American flag shall be displayed and honored at all meetings of the Council.

 

This is to certify that these bylaws were approved and adopted at the organizational annual meeting of the South Carolina Council of MOAA Chapters at Newberry Hall Aiken South Carolina on Saturday 6 November 2021

 

 

 

 

Michael Akey,  Council President                          Rebecca Lorraine, Council Secretary

Major General                                                        Colonel

USAF Retired                                                         USAF Retired

 

 

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