Silicon Valley, California
Military Officers Association of America
Chapter By-Laws
PREAMBLE OF THE BY-LAWS
PENINSULA RETIRED OFFICERS CLUB, INC.
To inculcate and stimulate love of our country and the flag;
To defend the honor, integrity and supremacy of our National Government
and the Constitution of the United States;
To foster fraternal relations between all branches of the various services
from which our members are drawn;
To cooperate fully with the various active services in the dissemination
of information to the public;
To oppose any influence whatsoever calculated to weaken the National Security;
To aid active and retired personnel of the various services from which
our members are drawn, their dependents and survivors, in every proper
and legitimate manner.
Approved 21 November 1991
BY-LAWS
PENINSULA RETIRED OFFICERS CLUB, INC.
ARTICLE I - Name and Status:
Section
1. This organization shall be known as the PENINSULA RETIRED OFFICERS
CLUB, INC. or PROC, for short.
2. This organization shall be a nonprofit and nonpartisan corporation, incorporated under the laws of California, and operated exclusively for the purposes specified in Article II.
3. Officers and other members of the Board of Directors shall not receive any salary, wage, or other compensation for their services. The Board of Directors may, by resolution, authorize reimbursement of approved personal expenses incurred in the performance of their duties.
4. No member, officer, or agent of PROC shall be liable for acts or failure to act on the part of any other member, officer, or agent. Nor shall any member, officer, or agent is liable for his acts or failure to act under these bylaws, excepting only acts or omissions to act arising out of his malfeasance.
5. PROC shall use its funds only to accomplish the purposes specified in Article II. No part of said funds shall inure, or be distributed, to its members, except as provided in Article I (3).
6. In the event of the dissolution of PROC, and after the discharge of all lawful obligations, any remaining assets shall be given to a nonprofit organization whose purposes, objectives, and tax exempt status are similar to those of PROC. Selection of such organization will be designated by majority vote of the Board of Directors.
ARTICLE II - Purposes:
Section
1. The purposes of this organization shall be:
(a) To promote the aims of
PROC;
(b) To further the legislative and other objectives of PROC;
(c) To encourage and facilitate camaraderie among retired, active, and
former officers of the Uniformed Services;
(d) To provide useful services for, and to protect the interests of members
and their dependents and survivors;
(e) To promote active involvement of members in activities of PROC.
ARTICLE III - Membership and Voting Rights:
Section
1. The membership of PROC shall be composed of men and women who are or
have served as commissioned and/or warrant officers of one of the seven
U.S. uniformed services (Army, Navy, Air Force, Marine Corps, Coast Guard,
National Oceanic & Atmospheric
Administration, and Public Health Service) and the Reserve and other components
of said services.
2. Subject to the provisions of Section 1 above, regular membership shall be limited to Officers and Warrant Officers who are on the retired lists, whether or not drawing retired or retainer pay.
3. Only Regular members shall be entitled to vote on any matter submitted to the membership for vote.
4. In addition to the class of regular membership provided for in Sections 2 and 3 above, special classes of membership are authorized to be conferred by the Board of Directors upon first receiving the written recommendation of a Regular or Associate member or an Auxiliary. Those special classes are:
(a) Associate Members: (1) Officers and Warrant Officers of the stated services who are on active duty, (2) Former Officers and Warrant Officers who were separated under conditions acceptable to the Board of Directors.
(b) Allied Members: Commissioned and Warrant Officers, retired or active, who previously served or currently serve in the Armed Forces Allied with the United States, at the time of such service, provided the individuals concerned are acceptable to the majority of the members of the Board of Directors.
(c) Affiliate Members: Individuals who have served in an executive or professional capacity under competent orders or authority with any of the U.S. Forces in a combat zone in time of war, provided the individuals concerned are acceptable to a majority of the members of the Board of Directors.
(d) Honorary Members: Individuals upon whom such membership has been conferred by the unanimous vote of the Board of Directors:
(1) In recognition of exceptionally meritorious service rendered our nation; (2) In recognition of outstanding service in furthering the purposes of PROC as set forth in Article II of these By-Laws; or (3) In recognition of a member's election or appointment to public office with policy making responsibilities affecting any of the seven U.S. Uniformed Services.
5. The special classes of membership as listed in Section 4, above shall not be entitled to vote on any matter submitted to the membership for vote.
6. Auxiliaries: Spouses of regular and special classes of membership, widows and widowers of any deceased individuals who would, if living, be eligible for regular or associate membership may choose to associate as Auxiliaries. Remarriage will not affect eligibility. Auxiliaries are not members and may not vote, hold elected office, or be required to pay dues. Auxiliaries are considered honored individuals and are encouraged to participate in all committees and functions of PROC.
7. Membership in any of the above is open without regard to race, sex, color, or religion.
ARTICLE IV - Dues
Section
1. There shall be dues for all classes of members other than Honorary
members.
2. Changes to the annual dues shall be determined by the regular membership normally at, but not limited to, the annual meeting of the membership in November. If no action is taken by the voting membership with respect to the amount of dues, the dues shall remain the same.
3. The annual dues shall become payable on the first day of January of each year. Members who fail to pay their dues within 60 days there from shall be notified by the Secretary that if payment is not made within the next succeeding 60 days they shall be dropped from the rolls, without further notice and without hearing, and thereupon forfeit all rights and privileges of membership.
4. New members joining on and after the first day of November shall pay full annual dues to be credited to the following year and shall be exempt from any dues for the current year.
ARTICLE V - Meetings
Section
1. There shall be an annual meeting of PROC for the election of Officers
and Board of Directors, the determination of annual dues, and any other
business requiring membership approval. Notice of such meeting shall be
published in the BULLETIN for the month and preceding month of the meeting.
2. Subject to approval of the Board of Directors, regular meetings of the membership shall be held monthly. All activities will usually be held the fourth Thursday of the month.
3. Special meetings may be called by the President, or any three members of the Board of Directors at such times and places as deemed desirable.
ARTICLE VI - Officers and Directors
Section
1. The Officers of PROC shall consist of President, 1st Vice President,
2nd Vice President, Secretary, Treasurer, and immediate Past President;
and not less than five nor more than eleven directors, who, excepting
the immediate Past President, shall be elected annually and serve for
a term of one year or until the successor has been elected or appointed.
2. The President shall preside at all Board of Directors meetings.
3. 1st Vice President shall preside at all Board of Directors meetings in the absence of the President, and shall be Chairman of the Program Committee.
4. 2nd Vice President shall preside at Board of Directors meetings in absence of the President and 1st Vice President, and be oversight officer for membership and recruiting.
5. The Secretary shall:
a. Keep and publish appropriate
minutes of all Board of Directors, Membership, or Special Meetings, and
conduct official correspondence.
b. Be custodian of all property of PROC.
c. Arrange for meeting places and sending of timely notices thereof.
d. Maintain a roster of active and inactive members, including lists of
prospective members.
e. Appoint, subject to Board of Directors approval, an Assistant Secretary,
and assign duties.
6. The Treasurer shall:
a. Collect all dues, contributions
and all money belonging to PROC, record and account for the same, deposit
such funds in a recognized financial institution, the accounts of which
are insured by an agency of the Federal Government, unless otherwise directed
by the Board of Directors.
b. Secure proper documentation and authority, record and account for,
and pay all proper expenses of PROC.
c. Monitor the annual budget and report monthly the financial status to
the Board of Directors.
d. Submit a full and complete annual financial report to the Board of
Directors at the first meeting of the following year.
e. Appoint, subject to Board of Directors approval, an Assistant Treasurer,
and assign duties.
Note: Material in italics adopted April 22, 1999 as a change.
7. Any duties of the officers not specifically covered above or not specified
by Robert's Rules of Order, Revised, may be assigned by instruction of
the President, subject to approval of the Board of Directors.
ARTICLE VII - The Board of Directors
Section
1. The Board of Directors shall include the following:
a. The elected Officers.
b. The elected Directors.
c. . Immediate Past President.
2. The Board of Directors shall:
a. Supervise the business
of PROC.
b. Be responsible for proper management of funds and property.
c. Fill any vacancies occurring among the members of the Board of Directors.
d. Perform all duties required by law and by tradition of a Board of Directors.
3. All members of the Board of Directors shall have one vote except President or presiding officer, who may vote only in event of a tie. Should any member hold more than one office simultaneously, he shall only be authorized to cast one vote.
ARTICLE VIII - Committees
Section
1. Standing and other committees to project the purposes and insure the
functioning of PROC shall be appointed annually or when deemed necessary,
by the President, with approval of the Board of Directors.
2. A Nominating Committee shall be appointed by the President at such time as he deems appropriate, but not later than the September meeting of the calendar year. This Committee shall consist of at least five members. The Nominating Committee shall endeavor to include an appropriate mix of willing and able nominees from the various Uniformed Services in PROC.
ARTICLE IX - Elections
Section
1. Election of Officers and Directors for the ensuing calendar year will
be held at the annual meeting of the membership in November. Installation
ceremonies will be at the membership meeting in December. In the event
these dates prove to be impracticable, the Board of Directors may vary
the dates by not more than six weeks.
ARTICLE X - Quorum
Section
1. The number of members present and voting shall constitute a quorum
to conduct business at any annual, regular or special meeting of the membership.
2. The number of Directors and Officers to constitute a quorum to conduct a Board meeting shall be a minimum of four.
ARTICLE XI - Amendments
Section
1. Amendments to these By-Laws may be proposed in writing at any special
or annual meeting of the membership and shall be voted upon at a subsequent
meeting to be determined by the President, but in no event sooner than
thirty days following such meeting.
2. A majority of two-thirds of those present and voting, subject to a quorum, is required to amend the By-Laws.
ARTICLE XII - Rules of Order
Section
1. PROC shall be governed by the procedures set forth in the Robert's
Rules of order, Revised, unless specified otherwise in these By-Laws.
ARTICLE XIII - Statutory Compliance
Section
1. If any part of these By-Laws are found to be in non-compliance with
State or Federal statutes, they are automatically amended to conform to
and meet the requirements of these statutes.
2. These By-Laws are severable. If any part of these By-Laws is found not to be in compliance with law, the remaining provisions remain in force.