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BY LAWS

OHIO WESTERN RESERVE CHAPTER -
MILITARY OFFICERS ASSOCIATION OF AMERICA

CONSTITUTION AND CODE OF REGULATION
(By-Laws)

An Ohio Not-for-Profit Corporation

 PREAMBLE

The Ohio Western Reserve Chapter-Military Officers Association of America (OWRC-MOAA) is organized to assist the Military Officers Association of America (MOAA) in its efforts for legislative action to improve the quality of life for active, reserve, National Guard, retired and surviving spouses of those serving in or retired from military service to the United States of America. OWRC-MOAA is also to be of service and assistance to its members and their families:

     • To promote the purposes and objectives of the Military Officers Association of America
     • To foster fraternal relations among retired, active, National Guard or reserve components and former officers of the uniformed services
     • To protect the rights and interests of personnel of the uniformed services, their dependents and survivors.
     • To serve the community and the nation.

ARTICLE I - NAME

The name of this Corporation shall be the Ohio Western Reserve Chapter-Military Officers Association of America (OWRC-MOAA). OWRC-MOAA is an Ohio not-for-profit Corporation, but within these by-laws The Ohio Western Reserve Chapter-Military Officers Association of America will be referred to as a Chapter.

ARTICLE II - PURPOSE

The purposes of the Ohio Western Reserve Chapter-Military Officers Association of America are:

Section 1. To bring together commissioned officers and warrant officers (active and retired) and persons who have held statues as commissioned officers or warrant officers of the United States Air Force, Army, Coast Guard, Navy, Marine Corps, National Oceanic and Atmospheric Administration (and/or its predecessors), and the Public Health Service; and to include the reserve components thereof for the purpose of supporting the objectives as stated in the preamble hereof and supporting such worthy causes as may be determined by the Chapter.

Section 2. To actively support the legislative aims and objectives of the Military Officers Association of America, which have been adopted at the most recent National Convention of MOAA, and to support the on-going legislative objectives of the Military Officers of America Association that are currently being acted upon in both houses of the Congress of the United States and/or the state of Ohio.

Section 3. To actively develop and operate programs of education, support and information and to encourage the use of these programs, entitlements and in-place-services available to our members because of the efforts of legislative action described in paragraph 2 above.

ARTICLE III - STATUS

Section 1. The Chapter shall be a non-profit corporation operated exclusively for the purposes specified in Article II above.

Section 2. Officers, directors, trustees and appointed officials shall not receive any stated compensation for their service, 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, trustee or agent of the Chapter shall be liable for acts or failure to act on the part of any other member, officer or agent. Nor shall any member, officer, trustee or agent be liable for acts or failure to act under these by-laws, excepting only acts or failures to act arising out of willful malfeasance of misfeasance.

Section 4. The Chapter shall use its funds only to accomplish the purpose specified in Article II above and no part of said funds shall be used by or be distributed to members as income or reward.

ARTICLE IV - MEMBERSHIP AND VOTING RIGHTS

Section 1. Subject to the provisions hereof, membership in this chapter shall be composed of men and women who are or have been commissioned officers or warrant officers of the United States Air Force, Army, Coast Guard, Marine Corps, Navy, National Oceanic and Atmospheric Administration (and/or its predecessors), and Public Health Service. Membership is inclusive of the reserves or other components of those seven (7) services just mentioned, including widows and widowers of any deceased individual who would, if living, be eligible for membership.

Section 2. Membership shall be of two (2) classes, Regular and Honorary Members:

     a. Regular Members

          (1) Men and women who are or have been commissioned officers and warrant officers of the Air Force, Army, Coast Guard, Marine Corps, Navy, National Oceanic and Atmospheric Administration (and its predecessors) and Public Health Service, including reserves and other components of these services.

          (2) A surviving spouse of any deceased individual who, if living, would have
been eligible for membership. Surviving spouses may, therefore, become Regular Members and may be referred to as Auxiliary Members. They may be female or male.

     b. Honorary Members

Honorary Membership may be extended to an individual who holds an elective or appointed office at the national, state or local level. Such individual is not qualified for membership as a Regular Member; cannot hold an office position of president, vice president, secretary and/or treasurer; and has no voting rights. Dues would be only as a donation and not required.

     c. Friends of OWRC-MOAA

Friends of OWRC-MOAA are persons with military service but are not officers. These individuals are not eligible for membership as a Regular Member, cannot hold an office position of president, vice president, secretary and/or treasurer and have no voting rights. They can be allowed positions on committees as chairperson and as committee member, working for and assisting in the goals of the Chapter. Dues would be only as a donation and not required. The number of individuals in this category is not to exceed 5% of the Chapter's total membership.

Section 3. OWRMO members are required to be members of MOAA.

Section 4. Regular Members, which includes Auxiliary Members, shall be entitled to vote on any matter submitted to the membership for a vote. A majority vote shall prevail. Proxy voting shall not be permitted.

Section 5. Application for Membership

     a. Application for membership shall be in writing and addressed to the Executive
Committee, which may accept or reject any application for membership.

     b. No person, otherwise qualified for membership, shall be denied membership in the Chapter solely on the basis of race, religion, creed, or color.

     c. Any member of the Chapter may be dropped for good and sufficient cause by the Executive Committee after the individual has been given an opportunity to be heard.

     d. Recommendations for Honorary Membership may be submitted by a Regular Member, and such recommendations shall be made in writing and addressed to the Executive Committee.

ARTICLES V - OFFICERS

Section 1. Officers of the Chapter shall consist of a President, First Vice-President, Second-Vice President, Secretary and Treasurer.

Section 2. The President, First Vice-President, Second Vice-President, Secretary and Treasurer shall be elected for a one-year term by the membership from among those members who qualify as Regular Members as set forth in Section 2(a) of Article IV. The President, First Vice-President and Second Vice-President may hold office for two (2) years, unless sooner removed or otherwise disqualified. The Secretary and Treasurer may be re-elected to the respective positions beyond two (2) years. Officers shall serve without compensation from the funds of the Chapter.
Section 3. The First Vice-President shall fill a vacancy in the office of President for the un-expired term. Service in succession does not accrue towards the term limit in Section 2 of this Article. If the office of President shall become vacant a second time in a calendar year, the Second Vice-President shall occupy the position. Vacancies in the office of the President, First Vice-President, Second Vice President, Secretary and Treasurer may be filled by the appointment of a qualified member by the Executive Committee. If no person from the Executive Committee comes forward to fill a vacancy, then the vacant officer position becomes open to the general membership.
Section 4. The President shall be the Chief Executive Officer of the Chapter and shall preside at the chapter meetings and Executive Committee meetings and shall be an ex-officio member with a right to vote on all committees except the Nominating Committee. The President assures that a chapter newsletter is published for the general membership, of which this responsibility may be designated to a newsletter editor or newsletter committee.
 Section 5. The First Vice-President shall be a person who can be expected to serve in the future as President. This person is to be prepared to assume the duties of the President in the event of the death/disability of the President. If the President is absent, the First Vice-President shall perform the duties of the President. Additional duties are:

• Serves as a member of the Executive Committee
• Is the Chapter Program Chairman
• In charge of the Christmas Party
• Develops and oversees the Chapter's annual income objectives and implements ways and means to assure adequate income
• Serves as Chairman of the State Council Convention when his/her chapter acts as the host chapter, to include organizing and implementing plans to assure satisfactory attendance at the State Council convention
• First Vice-President shall perform other tasks as the President may assign when those tasks are not specifically assigned to another by these by-laws.

 Section 6. The Second Vice-President shall be a person who can be expected to serve in the future as President. This person is prepared to assume the duties of the First Vice-President in the event of the death/disability of the First Vice-President. In the absence of both the President and the First Vice-President, the Second Vice-President shall perform the duties of the President. Additional duties include:

• Serves as a member of the Executive Committee
• Has executive oversight of the Membership Committee
• Is Chairman of the Legislative Affairs Committee (Government Affairs)
• In charge of the Annual Picnic
• Assists the First Vice-President in the development of the Chapter's annual income objectives
• Serves as principal assistant to the First Vice-President in the State Council Convention affairs
• Shall perform other tasks as the President may assign when those tasks are not specifically assigned to another by these by-laws.

 Section 7. The Secretary shall maintain a record of all meetings of the chapter membership and of the Executive Committee and shall be in possession of a copy of the chapter membership roster. Additional duties include:

• Updates MOAA of the new year's slate of officers and related information required herein.
• Maintains the Chapter's correspondence files, safeguards all-important documents and equipment, and maintains the archive files for a decade.
• May appoint a Recording Secretary and a Corresponding Secretary for assistance. May appoint a Quartermaster to maintain and account for chapter equipment.
• Serves as Secretary to the Trustees when requested.

 Section 8. The Treasurer shall collect all dues, keep all financial records, disburse funds authorized by the Executive Committee and keep records open for inspection and verification by the Executive Committee. Additional responsibilities are:

• Prepare and present a monthly corporate financial statement at each Executive Committee meeting.
• Have all financial records available for an annual audit prior to the Chapter's Annual Business Meeting in November of each calendar year.

 

ARTICLE VI - TRUSTEES

Section 1. The terms of the Trustees, other than the initial trustees, shall be staggered.

a. One trustee shall serve a one-year term and shall be elected by the membership at the Annual Business Meeting.

b. One trustee shall serve a two-year term. The immediate Past President shall be appointed, unless he declines, in which case the next immediate Past President shall be appointed.

c. One trustee shall serve a three-year term and be elected from the membership.

Section 2. All legal matters of the Chapter shall be exercised by or under the direction of the Trustees.

Section 3. The Trustees shall meet annually in November of each year, immediately preceding the Annual Business Meeting. Any Officer or Trustee may call for a special meeting and action can be taken by unanimous action.

ARTICLE VII - DUES

Section 1. Annual dues in this chapter for each calendar year shall be set by the Executive Committee and shall begin on January l and shall be payable on or before January first of each year.

Section 2. A member may be dropped from membership in this Chapter for non-payment of dues when his dues have remained unpaid for a period of 90 days after January 1 of the year for which due. A member who has been dropped for non-payment of dues may be reinstated upon re-application for membership and payment of the current annual dues.

ARTICLE VIII - MEETINGS

Section 1. The Annual Business Meeting of the Chapter shall be in November of each calendar year.
Section 2. Including the Annual Business Meeting, a minimum of four (4) General Membership Meetings shall be held during the year, at least one each calendar quarter. The President shall determine the hour, place and date for each meeting and due notice shall be given to every member by him. Other meetings of the Chapter may be held at such time and place as the Executive Committee may determine.

Section 3. Notice of Special Meetings: due notice by mail shall be given to every member at least fifteen (15) days preceding "special meetings" accompanied by a statement of the purpose of the meeting.

Section 4. Quorum: Ten regular members of the chapter shall constitute a quorum.

ARTICLE IX - COMMITTEES

Section 1. In addition to the following standing committees, additional committees may be appointed by the President to assist in his/her accomplishing the standards as outlined Article V, Section 4.

a. Executive Committee. The Executive Committee shall be composed of the

immediate Past President, the elected Officers of the Chapter, plus one member from each of the principal Uniformed Services, i.e., Air Force, Army, Coast Guard, Marine Corp, and Navy. These officers are to be elected by the members at the Annual Meeting.

b. Legislative Affairs Committee. The Legislative Affairs Committee shall be responsible for coordinating legislative activities of the Chapter in support of MOAA. This committee is responsible for informing the membership of pending legislation and for encouraging individual efforts with the communities to include elected local, state and national elected officials. Because of the importance of this committee, the Second Vice-President chairs the Legislative Affairs Committee.

c. Membership Committee. The Membership Committee is responsible for sustaining and increasing the Chapter's membership. The Second Vice-President provides oversight of this committee and several members are required to successfully sustain membership. This committee is responsible for providing current chapter rosters to MOAA .
d. Public Relations Committee. This committee is responsible for creatingawareness of our chapter and its activities among the members, the media and the  general public.

e. Personal Affairs Committee. Personal Affairs Committee is responsible to the members to provide services and care often associated with services provided by the military.

(1) Sunshine Chairman. Maintains telephone contact on a regular basis with members. Provides frequent phone contact with those who are shut-in's and those who might reside alone. Sends appropriate cards. Makes regular reports.

(2) Sympathy Chairman. Serves as funeral officer. Is acquainted with and in-contact with the Retired Service Officer or Retired Assistance Officer of each of the services. Assists or is available to assist with any funeral arrangements and securing an active duty detail. Coordinates Pallbearers when needed.

(3) Chaplain. Ordained or acting chaplain. Provides religious services for chapter members as needed. Visits those confined to hospitals and nursing homes. Is available to all members.

(4) Legal. A practicing Attorney is available to the corporation and to the members on an individual basis. Uses a MOAA agreement for legal fees.
 f. Program Committee. The First Vice-President chairs this committee and is responsible for the development of and execution of a planned effort for quality

events for the benefit of members. This responsibility includes the creation of the annual schedule of events, secures speakers on appropriate subjects and coordinates with other committee chairmen in relation to other scheduled activities. Uses the resources of the Public Relations Committee to promote events. The programs should be arranged to support the President's goals as outlined in Article V, Section 4.

 g. Public Relations Committee. Public Relations Committee is responsible for creating awareness of our Chapter and its activities among the members, the media and the general public.
 h. Auxiliary Committee. The purpose of this committee is to provide assistance that may be needed for surviving spouses. Surviving spouses may become Regular Members with all the membership rights therein. As Auxiliary Members, surviving spouses are encouraged to take part in all chapter activities, to include becoming office holders, committee chairpersons and committee members.
 i. Newsletter Committee or Newsletter Person. If the President elects, the responsibility of the chapter newsletter may be delegated to a Newsletter committee or Newsletter Editor. Said committee or person is responsible for the publication of the chapter newsletter and coordinates all the newsletter information with the President before going to print. The President of OWRC-MOAA gives his/her final approval that the information is relevant and appropriate.
 Section 2. Optional Committees:
 a. Constitution and Code of Regulations Committee. This committee meets at the call of the President to review the Corporate By-laws on an as needed basis. A clearly defined need for review should be identified before a meeting is scheduled.
 b. Healthcare Committee. This committee is tasked to stay abreast of the on-going changes in military healthcare, benefits available, and who is available to provide the services as needed. The Legislative Affairs Committee follows healthcare legislation, until legislation is enacted. The Healthcare Committee then uses the information to inform chapter members and assist in locating necessary care. This committee is the most knowledgeable on USFHP, Tricare for Life, Tricare Pharmacy Program, Long Term Care and Military Treatment Facilities (MTF).
c. Ohio Western Reserve Cemetery Committee. This committee provides information to chapter members on the cemetery and requirements for internment.. 
d. Reserve Officer Training Corp Committee. This committee provides a liaison with the University and High School ROTC programs active in our area. The committee coordinates the procurement and awarding of ROTC medals from MOAA to selected individuals at each school. The committee invites the ROTC units to have their outstanding member attend a recognition dinner at a General Membership Meeting in May.
e. Veterans Hospital Committee. This committee assists members in obtaining residence in the Veterans Home in Sandusky, Ohio or care at the Veterans Hospital at Brecksville. The committee has an on-going fund effort that is used to provide personal grooming products at Christmas.
 Section 3. Spouses of Regular Members of OWRC-MOAA
 (1) Spouses of living chapter members do not qualify for membership as a Regular Member, Auxiliary Member, Honorary or Friends of the Chapter. They cannot hold a chapter office position of president, vice president, secretary, treasurer and/or committee chairperson; have no voting rights; and do not pay dues.

(2) Spouses of living members may assist on committees as Volunteer Workers for the Chapter, working toward goals of the Chapter.

 Section 4. The business management and the overall affairs of this Chapter shall be under the direction of the Executive Committee. The Executive Committee shall have the authority to expend funds, incur liabilities, authorize contracts and to attend to such other matters connected with the conduct of the chapter as may be deemed necessary from time to time
 Section 5. The President shall be an ex-officio member of all committees except the Nominating Committee.
 ARTICLE X - LIABILITY

This Chapter is a non-profit corporation organized under Ohio law, operated solely and exclusively for the purposes set forth in the Preamble hereto. No member of this Chapter shall be liable for the debts, liabilities or other financial obligations of the Chapter other than in the proper exercise of his/her function as an Officer of this Corporation.

ARTICLE XI - ELECTION OF OFFICERS and TRUSTEES

 Section 1. In September or at least sixty (60) days before the Annual Business Meeting held in November, the President shall appoint a Nominating Committee. The Nominating Committee shall consist of one member from each of the principal Uniformed Services, if available, and one additional member for a minimum of five (5) members. At the Annual Business Meeting this committee will present the names of the Officers and Trustees as recommended by the Nominating Committee to serve for the ensuing year.
 Section 2. At the Annual Business Meeting the recommendations of the Nominating Committee will be read and additional nominations will be called for from the floor. Nominations will then be closed and the elections will be held. A majority of votes cast by the Regular Members present will determine the outcome of the election. The Secretary shall publish to the membership the results of the election and the newly elected Officers and Trustees who will take office on January 1 of the year following the election.
 Section 3. A meeting will be held during December of each year--either at the Christmas Party, Executive Board Meeting or a Special Meeting--for the purpose of installing the newly elected and appointed Officers and Trustees and to recognize noteworthy achievements of Chapter Members or others the Chapter wishes to honor. To the extent possible, National, State or Regional Officers should be invited to participate in this event.
 ARTICLE XII - CHANGES IN THE CONSTITUTION and CODE of REGULATIONS

The Constitution and Code of Regulations of this Corporation may be altered, amended, changed or a new Constitution and By-laws may be adopted by a two-thirds vote of the members present at a special meeting of the Corporation called for that purpose.

ARTICLE XIII - THE AMERICAN FLAG

 The American Flag shall be displayed and honored at all meetings of this corporation.
 ARTICLE XIV - PARLIAMENTARY AUTHORITY
 The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Chapter in all cases to which they are applicable.
 ARTICLE XV - DISSOLUTION
 The Corporation may be dissolved as pursuant to Ohio Law Revised Code 1702.47 – 1702.50.
 This statement is to certify that these by-laws were approved and adopted by the members of the Ohio Western Reserve Chapter-Military Officers Association of America in Akron, Ohio, on Thursday, 21 November 2002.
 The members of the By-Laws Committee are: George Kilkenny, Harold Leone, Tom Menza, Don Nielsen, Margaret Rakas and Frank Steel.