By Laws

 ARTICLE I –NAME

The name of this organization shall be Military Officers Association of America (MOAA) Memphis Chapter, hereinafter referred to as the chapter.

 

ARTICLE II – PURPOSE

The purposes of the Chapter shall be to promote the purposes and objectives of national MOAA, foster fraternal relations among retired, active duty, and former officers of the uniformed services and their reserve components; protect the rights and interests of active duty, retired, and reserve component 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.

ARTICLE III – STATUS

SECTION 1 – The Chapter shall be a nonprofit organization, operated exclusively for the purposes specified in Article II above.  The Internal Revenue Service has granted this Chapter Tax Exempt Status as a 501(c)(19) Veterans organization.

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 of 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 – This 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 the national MOAA Scholarship Fund for the purpose of establishing, in the name of the State of Tennessee, one or more scholarships or to a nonprofit organization whose purpose and objectives are similar to those of the chapter, such organization to be designated by a majority vote of the board of directors.  Such action shall be approved by a majority vote of the board of directors and concurred with by a majority vote of the membership present.

ARTICLE IV – MEMBERSHIP

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 reserve components as a commissioned or warrant officer in one of the seven uniformed services (Army, Navy, Air Force, Marine Corps, Coast Guard, National Oceanic and Atmospheric Administration, and Public Health Service), as well as survivors of any individuals who would, if living, be eligible for membership, and certain other individuals as provided for in Section 2 below.

SECTION 2 – Subject to the provisions of Section 1, above, membership shall be of three classes; regular members, surviving spouses, and honorary members. In addition, regular members and surviving spouses may become Life Members of the Chapter. 

(a)   Regular Members (RM) – Officers who are on the retired lists (whether drawing retired pay or not), officers who are not retired, and former officers who were separated under conditions acceptable to the board of directors.

(b)   Surviving Spouses (SS) – Widows and widowers of Chapter members.  The spouse of a RM of the Chapter automatically becomes a Surviving Spouse upon the death of the RM.  Likewise, the spouse of a LM of the Chapter automatically becomes a Surviving Spouse Life Member (SSLM) upon the death of the LM.

(c)    Honorary Members (HM) – Individuals not otherwise eligible for membership but who are being honored in recognition of service to the nation, the Military Officers community, or the Chapter.  Normally, an individual eligible for membership is not eligible for honorary membership; however, if the person holds an elected or appointed office at the national, state or local level, he/she may be granted honorary membership during his/her tenure in office.

(d)   Life Member (LM)) – A RM or a newly joining member who applies and makes payment of such donation as may be required to the Trust Fund as outlined in Article III, Section 1 above.  Otherwise, a SS may become a SSLM by application for posthumous enrollment of his/her eligible, deceased spouse and payment of such donations as may be required to the Trust Fund (Committee) as outlined in Article III, Section 1 above.

SECTION 3 -- Applications for membership in the Memphis Chapter should be submitted via the membership application and renewal form to the 2nd Vice President, Membership.  Eligible members may also join the Memphis Chapter online using MOAA’s online Chapter Membership, Dues, Join, and Renew tool.  Recommendations for honorary membership shall be submitted, in writing, to the board of directors by any member other than an HM.   The board of directors shall be empowered to accept or reject any application or recommendation for membership; however, no person otherwise qualified for membership shall be denied membership solely on the basis of race, creed, color, religion, or national origin.

SECTION 4 – 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 5 – Regular members are required to hold and maintain membership in national MOAA. SSs holding a chapter office shall be strongly encouraged to hold and maintain membership in national MOAA.  All SSs are encouraged to acquire and maintain such membership.

 

 

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ARTICLE V – VOTING

SECTION 1 – Except as otherwise provided in these bylaws, all questions and proposals coming before the membership shall be decided by a majority vote of those present.  The board of directors, committees, individual members thereof, and any other members of the Chapter shall not be authorized to adopt resolutions or to establish positions in the name of the Chapter.

SECTION 2 – All members in good standing and present at a Chapter meeting, with the exception of HMs, shall be entitled to vote.

SECTION 3 – Proxy voting shall not be permitted at any meeting of the Chapter

 

ARTICLE VI – DUES

SECTION 1

a.     The annual dues for each regular member for the next calendar year shall be determined by the membership at the annual meeting, after receiving the board of directors’ recommendation in the matter.  Annual dues shall not be assessed against LMs, SSLMs, or HMs of this Chapter.

b.     The amount of the donation required for the granting of Life Membership in the Chapter shall be determined by the membership at the next Chapter meeting after receiving the recommendation of the board of directors in the matter.  Increases may be deemed appropriate in the interest of maintaining the viability of the Life Membership Trust/ROTC Scholarship Fund.  The effective date of change shall be no sooner than the 1^st day of the second month following the month in which the general membership approval is received.  Any change which might increase or decrease the life membership donation will not affect those persons already in the Chapter.

SECTION 2 – The annual dues for the next calendar year shall become due on January 1 of that year.

SECTION 3 – Any member who fails to pay his/her dues within 30 days after the date on which they become due shall be notified of the delinquency by the 2^nd Vice President (Membership).  If the delinquent dues are not received by 1 March, the board of directors may, on that date without further notice, drop the member from the roll unless adequate justification for the delinquency is presented to the board.

SECTION 4 – Any member dropped for nonpayment of Chapter dues may be reinstated upon re-application for membership and payment of the annual dues for the current year.

SECTION 5 – Any member, including LMs, may be dropped from membership in this Chapter for nonpayment of dues to national MOAA.  A member dropped for nonpayment of such dues may be reinstated in the Chapter and in national MOAA upon re-application for membership and payment of current year’s dues.  Members may be Chapter members without being National members, but this is strongly discouraged.

ARTICLE VII – MEETINGS

SECTION 1 –There shall be an annual meeting of the Chapter held in the 4^th quarter of each calendar year for the receipt of annual reports, the determination of annual dues for the next calendar year, the election of officers and directors, and the transaction of other business.  Notice of the meeting shall be announced in the newsletter and mailed or emailed to each member at least 10 days in advance. 

SECTION 2 – Regular meetings of this Chapter shall be held monthly unless otherwise decided by the board of directors and may not be combined with the annual meeting.  Notice of each meeting shall be announced in the newsletter and mailed or emailed to each member at least 10 days in advance.

SECTION 3 - The time, place, and date of all meetings, except for special meetings, will be determined by the Chapter president.  The December meeting normally shall be a Christmas party.

SECTION 4 – For voting purposes, a majority of all members present at a meeting (excluding HMs) shall constitute a quorum.

ARTICLE VIII – BOARD OF DIRECTORS

SECTION 1 – The board of directors shall be composed of the elected officers (president, first vice president (programs), second vice president (membership), a secretary, a treasurer, the immediate past president, and appointed directors.

SECTION 2 – The elected officers/directors shall be elected biennially by the membership at the annual meeting.  Each candidate must be a regular or life member of the Chapter, and the life member candidate must also be a life member of the Chapter. The SS position may be filled by a SS, spouse of a RM or LM, or a RM or LM.  Each elected director/officer shall take office at the first meeting in the calendar year following their election/appointment and shall serve the term to which elected/appointed.

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 these bylaws, shall actively prosecute its purposes, shall approve an annual budget, 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 meet upon the call of the president at such times and places as he/she may designate and shall be called to meet upon demand of a majority of its members.  Notice of such meeting of the board of directors shall be announced in the newsletter and mailed or emailed to each member of the board at least 10 days in advance.  In an emergency situation as determined by the president, phone calls may announce an emergency board meeting with hard-copy notices to be mailed or emails separately.  A conference call board meeting is authorized in an emergency situation.  A full explanation of the reason for the emergency and the outcome of the meeting shall be fully explained in the next newsletter and at the next regular meeting. 

SECTION 5 – The board of directors shall not be authorized to adopt resolutions or to establish positions in the name of the Chapter.  All resolutions and positions approved by the board shall be brought to a vote by of the members present at the first regular meeting after the board meeting.  A majority of the members present shall constitute a quorum.  All questions shall be decided by a majority vote, with each member present having one vote.  Proxy voting shall not be permitted.

SECTION 6 – A majority of the entire board shall constitute a quorum at any meeting of the board.  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.

ARTICLE IX – OFFICERS

SECTION 1 – The elected officers of the Chapter shall be a president, a first vice president (programs), a second vice president (membership), a secretary, and a treasurer, each of whom shall be a RM, LM, SSLM, or SS member of the chapter (or the spouse of a chapter member who is also a national MOAA member in good standing).

SECTION 2 – The membership shall elect officers at the annual meeting.  Each officer shall take office at the first regular or monthly meeting in the calendar year following election and shall serve for a term of two (2) years or until a successor is duly elected/appointed and installed.

SECTION 3 – Normally, a member shall not serve more than two consecutive terms as president; however, this provision may be waived if there are no volunteers to assume the office and the member agrees and the board of directors concurs in having the member serve another term.

SECTION 4 – Not later than the Chapter’s September meeting, the President shall appoint a Nomination Committee composed of not more than seven members which will present a proposed slate of officers for the ensuing two years at the Chapter’s October meeting.  Insofar as possible, the Nominating Committee shall be composed of Chapter Past Presidents and be chaired by the Chapter’s immediate past president.  If Chapter past presidents are unavailable, any member, not a HM and not currently holding elective or appointive office, shall be appointed to the nominating committee. 

SECTION 5 – At the Chapter’s annual meeting in the fourth quarter of the calendar year, the recommendations of the Nominating Committee will be read; and additional nominations from the floor will be accepted.  Concurrence by a nominee is mandatory.  Nominations will then be closed, and the election will be held.  A majority of the votes cast by members present who are not HMs will determine the outcome of the election.  The President of the Nominating Committee then will announce the results of the election to the membership.

SECTION 6 - A vacancy in the office of President shall be filled automatically by the 1st vice president.  A vacancy in the office of 1st vice president shall be filled automatically by the 2nd vice president.  Vacancies in other offices shall be filled as the board of directors may decide.

SECTION 7 – 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 to 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 president.

SECTION 8 – In the event of the president’s temporary disability or absence, the 1st vice president shall perform the duties of 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 president.  The vice presidents shall perform other duties such as the president may assign.

SECTION 9 – The secretary shall maintain a record of all proceedings and prepare such correspondence as required by the president or the board of directors.  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 president.

SECTION 10 – 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.  Chapter general funds may be drawn from the account in a financial institution only upon the signature of the president, treasurer or secretary.  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.

ARTICLE X – COMMITTEES

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 these bylaws or might be advisable.

SECTION 2 – The standing committees of the chapter shall include membership, legislative, and personal affairs.  (from MOAA suggested bylaws)

ARTICLE XI – TRUST FUNDS

SECTION 1 – The primary purpose of the Life Membership Trust/ROTC Scholarship Fund Committee is to make the MOAA Memphis Chapter a more viable organization by improving its financial base, thereby helping to perpetuate the Chapter and ensure continuance of the ROTC Scholarships.  Monetary assets of the Fund consist of donations by applicants for life membership, personal contributions in honor of or in memory of friends or loved ones, and donations from organizations that wish to assist the Chapter in fulfilling its purpose as stated in this Section and Article II of these bylaws.  Donations to the Fund shall be conservatively invested and the principal held inviolate; annual interest income from the Fund’s investments may be disbursed to the Chapter general fund on or after 1 January of each year.

SECTION 2 – The ROTC Scholarships and Awards Program Committee shall implement and monitor such cash scholarship awards as may be designated and funded by the board of directors.

ARTICLE XII – FISCAL YEAR, AUDITS AND BONDING

SECTION 1 The fiscal year of the Chapter shall coincide with the calendar year.

SECTION 2 – The President or board of directors shall cause an annual audit to be made prior to the monthly meeting in January.  Members of the Chapter, if qualified and available, will perform the audit in lieu of a paid, outside auditor.  An audit verifying the books, financial records and transactions, membership rolls and financial status of the Chapter will be presented at the January meeting by the auditor(s) or a representative designated by the Chapter President.  In addition to the annual audit, a change in Treasurer through other than the election process will require the president or the board of directors to have performed an audit of the Chapter’s funds and financial records to the extent deemed necessary by the board of directors and the incoming treasurer.

SECTION 3 – Bonding of the Chapter president, treasurer, secretary and the Trust Fund trustees is considered unnecessary and will not be required.

ARTICLE XIII – CHANGES IN BYLAWS

SECTION 1.- These bylaws may be amended, repealed or altered in whole or in part by a two-thirds vote of the membership at any duly organized meeting of the chapter, provided that a copy of any amendment proposed for consideration has been mailed or emailed to each member qualified to vote at least 15 days before the meeting.

ARTICLE XIV – COUNCIL OF CHAPTERS

SECTION 1 – The Chapter delegate to the Tennessee Council of Chapters will be the incumbent president unless he/she wishes to appoint someone else.  The Council of Chapters has no directive authority over this Chapter.

SECTION 2 – To provide operating funds for the Council of Chapters, the Chapter shall contribute to the Council a levy as specified by the board of directors of the Tennessee Council of Chapters on 1 January of each year, if required.

ARTICLE XV – THE AMERICAN FLAG

The American Flag shall be displayed and honored at all meetings of the Chapter.  The Pledge of Allegiance shall be recited at all meetings of the Chapter.

This is to certify that these bylaws were approved and adopted at the regular chapter meeting meeting of the MOAA Memphis Chapter at the Naval Support Activity Mid-South Millington, TN 38053 on February 16, 2017.

Previous bylaws were approved and adopted at the meeting of the MOAA Memphis Chapter on Thursday, 14 March 1979 and revisions were documented on 19 January 1984, 17 October 1985, 20 August 1987, 18 October 1990, 20 May 1993, and 20 January 2000.

John A. Dixon

CAPT, NC, USN (Retired)

President

MOAA Memphis Chapter

 

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James Threet

Lt Col USAF (Retired)

Secretary

MOAA Memphis Chapter

 

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