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MILITARY OFFICERS ASSOCIATION OF AMERICA (MOAA)
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| ARTICLE I - Name | ||
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| 1.01 | The name of this organization shall be the Texas Council of Chapters/Military Officers Association of America(MOAA), hereinafter referred to as the Council. | |
| ARTICLE II - Purposes | ||
| 2.01 | The purposes of the Council shall be:
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| ARTICLE III - Status | ||
| 3.01 | This council shall be a nonprofit organization operated for the purposes specified in Article II above. | |
| 3.02 | Officers, directors and appointive officials of the Council 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. | |
| 3.03 | Nothing herein shall constitute member Chapters as partners or a partnership for any purpose. No member Chapter, officer, or agent of the Council shall be liable for the acts or failure to act on the part of any other member, Chapter, officer, or agent. No member Chapter, officer, or agent shall be liable for its or his acts or failure to act under these by-laws, excepting only acts or failure to act arising out of willful malfeasance. | |
| 3.04 | The Council shall use its funds to accomplish the purposes specified in Article II above and no part of said funds shall inure to or be distributed to member Chapters, or for the individual benefit of any director, officer, or member, except as reimbursement for authorized expenses. | |
| 3.05 | In the event of dissolution of the Council and after discharge of all its liabilities the remaining assets shall be distributed to the member chapters, in proportion to size. | |
| ARTICLE IV - Membership | ||
| 4.01 | Membership in the Texas Council of Chapters is open to all Texas Chapters which have been recognized and approved by the National headquarters of The Military Officers Association of America. | |
| 4.02 | Any Chapter in the state of Texas, may upon application to and approval by the Council, become affiliated with the Council. Such affiliation does not authorize the Council to participate in the organization or managerial affairs of the Chapter unless requested by the Chapter. | |
| 4.03 | The affiliation of a Chapter with the Council may be cancelled either by the Chapter or by a two-thirds vote of the Board of Directors. | |
| 4.04 | By December 1 of odd numbered years, each member Chapter in good
financial standing (all required dues paid to the Texas Council of Chapters)
shall appoint or elect Directors to the Board of Directors in accordance with
the number of members of the Chapter as follows:
251 - 500 members - two Directors 501 or more members - three Directors Each Chapter shall also appoint or elect one alternate Director for each Director to the Board of Directors. Each alternate Director shall be entitled to attend Board of Directors meetings and shall have one vote in place of an absent Director from that Chapter for whom he is the alternate. Directors shall serve as such for a period of two years beginning on January 1 and may succeed themselves. If a Directors position becomes vacant, the Chapter that Director represented shall appoint or elect replacement Directors as soon as is practicable to serve for the unexpired term of that directorship. | |
| ARTICLE V - Governing Body | ||
| 5.01 | The Texas Council of Chapters shall consist of the Member Chapters in Texas. | |
| 5.02 | The governing body shall consist of the Board of Directors, the elected and appointed officers of the Council who shall attend all meetings of the Board of Directors, and the immediate past president of the Council who shall be a voting member. This governing body shall manage the affairs of the Council; develop policies, aims, goals, objectives and projects of the Council; supervise generally the financial activities of the Council; and perform such other functions as are inherent in the responsibilities of a governing body. | |
| 5.03 | The elected and appointed officers of the Council shall carry out the policies and decisions of the Board of Directors. The president shall be the Chief Operating Officer of the Texas Council of Chapters. | |
| ARTICLE VI - Officers and Duties | ||
| 6.01 | The Officers of the Council shall be a president, a first vice president, a second vice president, secretary and treasurer, each of whom shall be a member of a member chapter. | |
| 6.02 | The officers of the Council shall be elected each odd numbered year at the annual meeting of the Council by the Board of Directors. Each elective officer shall take office on the first day of January following his election and shall serve for a term of two years and until his successor is duly elected and installed. Election shall be by ballot or voice vote. | |
| 6.03 | A person who has served a full term as president shall not be eligible to succeed himself, nor shall any other member of his home chapter succeed him. | |
| 6.04 | A vacancy in the office of the president shall be filled automatically by the first vice president. A vacancy in the office of the first vice president shall be filled automatically by the second vice president. Vacancies in other elective offices shall be filled as the Council decides. | |
| 6.05 | The president shall be the principal elective and chief executive and chief operating officer of the Council. He shall preside at all meetings of the Board of Directors and Executive Committee, and shall be a member ex officio, with right to vote, on all other committees except the nominating committee. He shall carry out all assignments and instructions directed by the Board of Directors or Executive Committee. He shall also, at the annual meeting and at such other times as he may deem proper, communicate to the Board of Directors such information or proposals as would in his opinion tend to increase the effectiveness of the Board of Directors. Further, he shall perform such other duties as are necessarily incident to the office of the president. | |
| 6.06 | 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 both the president and the 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. | |
| 6.07 | The treasurer shall maintain a record of all sums received and expended by the Council and shall make such disbursements as are authorized by the Council. He shall collect the annual dues and deposit all sums received in a federally insured financial institution, and funds may be drawn there from only upon his signature, or in the event of his disability or absence from the area, the signature of the president or such other person as the president may designate. The treasurer shall make a financial report at each regular meeting of the Board of Directors, at the annual meeting and when called upon by the president. The funds, books and vouchers in the treasurer's hands shall at all times be subject to inspection and verification by the Board of Directors or by an audit committee appointed by the president. The treasurer shall prepare or cause to be prepared all tax returns required by law. At the third quarterly meeting of the Board of Directors the treasurer shall present a proposed budget and shall propose dues for the next calendar year. | |
| 6.08 | The president shall appoint a secretary for the Council who shall be an appointive officer, with right to vote. His term of office shall be coincident with that of the president. | |
| 6.09 | The secretary shall provide timely written notification of all annual, regular, and special meetings of the Board of Directors. He shall attend all meetings of the Board of Directors and shall keep a record of all proceedings of the Board of Directors and the Executive Committee. He shall maintain the membership records. He shall prepare such correspondence as may be required and shall maintain the Council's correspondence files. He shall prepare whatever administrative reports that may be required by law. He shall safeguard all important records and documents and valuable equipment belonging to the Council. Further, he shall perform such other duties as are commensurate with his office or as may be assigned to him by the Board of Directors or the president. | |
| 6.10 | The officers of the Council shall not be authorized, either individually or collectively, to adopt resolution or to establish positions in the name of the Council. | |
| ARTICLE VII - Meetings | ||
| 7.01 | There shall be an annual meeting of the Board of Directors during the fourth quarter of each calendar year on a date selected by the president and approved by the Board of Directors for the receipt of annual reports, the approval of a budget for the next calendar year, the determination of the dues rate for the next calendar year, the election of officers and other necessary business. Notice of such meetings, signed by the secretary, shall be mailed to each officer and Director, each chapter president, and each chapter secretary at least 30 days before the appointed time for the meeting. | |
| 7.02 | There shall be a regular meeting of the Board of Directors during each of the first three quarters of each calendar year, on dates selected by the president and approved by the Board of Directors unless otherwise decided by the president. Notice of time and place shall be mailed to each officer and Director, each chapter president and each chapter secretary at least 30 days in advance of each meeting. | |
| 7.03 | Special meetings of the Board of Directors may be called by the president. Notice of any special meeting shall be mailed to each officer and director, each chapter president, and each chapter secretary at least 15 days in advance, with a statement of time and place and information as to the subject or subjects to be considered. | |
| 7.04 | Every paid up member of MOAA or any of its Texas Chapters shall be eligible to attend any meeting of the Board of Directors. The presiding officer may in his discretion allow such a member an opportunity to speak briefly to the Board of Directors on any appropriate matter but such member shall have no vote in the Board of Directors, unless entitled to such a vote by virtue of his official standing as a duly designated representative of his home Texas member Chapter. | |
| 7.05 | The rules contained in current edition of Robert's Rules of Order Newly Revised shall govern the Board of Directors in all cases to which they are applicable and in which they are not inconsistent with these by laws and any special rules of order the Board of Directors may adopt. | |
| ARTICLE VIII - Voting | ||
| 8.01 | Except as otherwise provided in these by-laws, all questions coming before the Board of Directors shall be decided by a majority vote of the quorum present. | |
| 8.02 | Each Director (or designated alternate Director attending in place of a Director) shall have one vote at meetings of the Board of Directors. | |
| 8.03 | Each elected officer of the Council shall have one vote at meetings of the Board of Directors. If such officer is also a Director he shall have only one vote, his vote as a Director and his vote as an officer being combined into one vote. | |
| 8.04 | Proxy voting shall not be permitted at meetings of the Board of Directors. | |
| 8.05 | A quorum at meetings of the Board of Directors shall consist of the voting members present at a meeting called as provided in these by laws. If the president is unable to attend a scheduled meeting of the Board of Directors, the first vice president or in his absence the second vice president shall perform the duties of the president. | |
| 8.06 | In urgent matters, the president shall be authorized to put questions to the vote by mail or telephone. | |
| ARTICLE IX - Committees | ||
| 9.01 | There shall be an Executive Committee which shall be composed of the president, first vice president, second vice president, treasurer, secretary and the immediate past president, all as voting members. | |
| 9.02 | The standing committee of the Board of Directors shall include a legislative committee and a chapter committee whose members shall be appointed by the president. | |
| 9.03 | The president shall appoint such additional standing and special committees as may be required by the by-laws or as he may find advisable. Such appointments, unless terminated sooner, shall expire upon the completion of the president's term in office. | |
| 9.04 | In odd numbered years, at the second quarterly meeting the president shall appoint a nominating committee of three persons, each of whom shall be a regular member of a member chapter but not currently an elective officer of the Council, to nominate candidates for the executive offices. The committee shall notify the secretary, in writing, of the names of the candidates it proposes, and the secretary shall include the proposed slate in the notice of the annual meeting. | |
| ARTICLE X - Dues | ||
| 10.01 | At the annual meeting, the Board of Directors shall determine, for the next calendar year, the amount payable by each chapter, as annual dues per member. Dues shall be assessed for regular members only and not to exceed 500 members per chapter. | |
| 10.02 | The annual dues for a calendar year shall become due on January 1 of that year and shall be based on the membership of the chapter as of the preceding October 1. | |
| ARTICLE XI - Fiscal Year | ||
| 11.01 | The fiscal year of the Council shall be from January 1 to December 31 of the same year. | |
| ARTICLE XII - Amendments | ||
| 12.01 | These by laws may be amended, repealed, or altered in whole or part, by a two thirds vote at any duly organized meeting of the Board of Directors, provided that any amendment proposed for consideration has been included in the notice of the meeting and forwarded to the president of each member Chapter at least 45 days prior to the meeting at which such amendment is to be considered and voted upon. | |
| 12.02 | In February 2003, the Board voted unanimously to the current name change. | |
| ARTICLE XIII - The Flag | ||
| 13.01 | Unless manifestly impractical, the American flag shall be displayed and honored at all meetings of the Board of Directors. | |
| ARTICLE XIV - Gender and Number | ||
| 14.01 | Whenever in these by-laws a gender designation is used, it shall include
both male and female as is appropriate from the context, and the singular shall
include the plural as is appropriate from the context. | |
This is to certify that these by laws were approved and adopted at the regular
quarterly meeting of the Texas Council of Chapters at
