Bylaws of the MOAA Uniformed Services Nurse Advocates Virtual Chapter
ARTICLE I – NAME
The name of this organization shall be the MOAA Uniformed Services Nurse Advocates Virtual Chapter, hereinafter referred to as the Chapter.
ARTICLE II – PURPOSE
The purposes of this Chapter shall be to promote the purposes and objectives of the Military Officers Association of America (MOAA); to 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 for members and, dependents and survivors; and to serve the community and the nation. Due to the specific health care professional background of its members, a major focus of this Chapter will be to advocate for general health care related services/programs for past and present service members and their families.
ARTICLE III – STATUS
Section 1. The Chapter shall be a nonprofit organization, operated exclusively for the purposes specified in Article II above.
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 or 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. The Chapter shall use its funds only to accomplish the purposes specified in Article II above, and no part of said funds shall accrue or be distributed to members, except as provided in Section 2 above. Funds may be used to support technical requirements needed for virtual communication aspects of the chapter.
Section 5. In the event of dissolution of the Chapter and after the discharge of all liabilities, the remaining assets shall be given to a nonprofit organization whose purposes and objectives are similar to those of the Chapter, such organization to be designated by the majority vote of the Board of Directors.
ARTICLE IV – MEMBERSHIP
Section 1. The members of the Chapter shall consist of men and women who are currently members of the Military Officers Association of America, with any level of membership, who can also concurrently be members of other MOAA chapters. Members of this Chapter shall be members of a US Uniformed Service Nurse Corps who are currently serving on active duty OR in the US Reserve or National Guard, OR who are retired from active or reserve component service, OR who served on active duty or in a reserve component and were honorably discharged.
Section 2. There will only be one class of membership, regular membership. Regular members are required to hold and maintain membership in national MOAA.
Section 3. As this chapter is a Virtual Chapter and has members with global reach, it is understood that this chapter will not be affiliated with a particular State Council. The Chapter will maintain communication with the MOAA Council and Chapter Affairs Department and complete appropriate national MOAA Virtual Chapter requirements.
ARTICLE V- VOTING
Section 1. Except as otherwise provided in these bylaws, all questions coming before the membership shall be decided by a majority vote of the Board of Directors.
Section 2. Only regular members in good standing or, as determined by the Board of Directors, shall be entitled to vote. By virtue of the Virtual Chapter standing, voting will take place either electronically or by teleconference and so recorded in the minutes. Proxy voting, however, shall not be permitted.
Section 3. A quorum of the Board of Directors must be present to hold a vote by the Board of Directors.
ARTICLE VI – DUES
Annual Chapter dues for each member for a calendar year are determined by the membership at an annual virtual meeting after receiving a recommendation from the Board of Directors.
ARTICLE VII – MEETINGS
Section 1. There shall be an annual meeting of the Chapter for the receipt of annual reports, the election of officers and directors and the transaction of other business. Notice of the meeting will be announced by email to each member at least 20 days in advance. The annual meeting can be held via teleconference, or video – teleconference when possible.
Section 2. Regular meetings will be held at intervals decided by the Board of Directors. Notice of each meeting will be emailed to each member at least 15 days in advance. Regular meetings may be held via teleconference or video – teleconference when possible.
Section 3. The Board of Directors may meet in a separate session with Committee Chairs and other persons (designated by the President) to conduct Chapter business.
Section 4. The rules in the current edition of Robert’s Rules of Order shall guide the Chapter in all cases in which they are applicable and consistent with these bylaws and any special rules of order the chapter may adopt.
ARTICLE VIII – Board of Directors
Section 1. The Executive Board of Directors shall consist of the elected officers: President, Vice President, Secretary, and Treasurer. The Board of Directors shall include the Executive Board of Directors, Immediate Past President and members nominated and elected by the Executive Board and appointed by the President. Positions may include, but are not limited to, Legislative Liaison, Communications, Membership, Program Director and one from each of the Uniformed Services.
Section 2. The elected officers/directors shall be elected or re-elected annually by the membership at the annual meeting. Each elected officer/director shall take office at the first regular meeting or special meeting in the calendar year following election and serve for a term of one year. If a member cannot fulfill his or her term the President may appoint an interim member to complete the term. The appointed officers/directors shall be appointed or re-appointed annually following the election of the Executive Board.
Section 3. The Board shall have supervision, control and direction of the affairs of the Chapter, shall determine its policies or changes therein, within the limits of the bylaws, and shall actively prosecute its purposes. 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 shall be authorized to adopt resolutions and to establish positions in the name of the Chapter.
Section 5. The Board shall meet virtually upon the call of the President and shall be called to meet upon demand of the majority of its members. Notice of each meeting shall be emailed to each member of the Board at least 10 days in advance.
Section 6. A majority of the entire Board shall constitute a quorum.
Section 7. 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 and Section 2. See Article VIII, Sections 1 and 2.
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, the member agrees, and the Board of Directors concurs in having the member serve another term.
Section 4. 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. The President shall also, at the annual meeting and at such times as might be deemed proper, communicate to the Chapter or 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 the President.
Section 5. The Vice President, in the event of the President’s temporary disability or absence, shall perform the duties of the President. The Vice President shall perform other duties as the President might assign.
Section 7. The Secretary shall provide timely electronic notification of all meetings of the Chapter and of the Board of Directors and shall maintain a record of all proceedings. The Secretary shall also maintain the membership records, prepare such correspondence as may be required, maintain the Chapter’s correspondence files, and safeguard all important records, documents and valuable equipment belonging to the Chapter. Further, the Secretary shall perform such other duties as are commensurate with the office or as may be assigned by the Board of Directors or by the President.
Section 8. The Treasurer shall maintain a record of all sums received and expended, make disbursements as authorized by the Board of Directors, deposit all sums received in a financial institution approved by the Board of Directors, and make a financial report at meetings and when called upon by the President. Funds may by drawn from the account only upon the signature of the Treasurer or President. The fund, books, records and vouchers in the custody of the Treasurer shall at all times be subject to inspection and verification by the Board of Directors. The Treasurer will prepare an e-Postcard (Form 990-N) for the IRS as provided for in the current IRS regulations, IR-2007-129, July 12, 2007, due every year by the 15th day of the fifth month after the close of our tax period. (Pending approval of IRS 501(c)19 status application.)
ARTICLE X – ADVISORY BOARD
Section 1. The Advisory Board is selected by the Board of Directors and appointed by the President, as deemed appropriate, to advise the Board of Directors and to serve as subject matter experts.
Section 2. The Advisory Board may represent Administrative, Legal, Financial, Legislative, and Uniformed Service Liaisons. Other members may be appointed as desired or necessary as either an ad hoc or permanent member.
Section 3. The Advisory Board of Directors do not have to be chapter members, shall have no term limits and shall not have voting privileges.
ARTICLE XI – COMMITTEES
Section 1. The President, subject to the approval of the Board of Directors, shall annually appoint standing and special committees, as required or advisable.
Section 2. The standing committees of the Chapter shall include Legislative, Personal/Public Affairs, Program and Membership Committees.
ARTICLE XI – AMENDMENTS
Section 1. The Bylaws may be amended, repealed or altered in whole or in part by a majority vote of the Board of Directors and a majority of the membership responding at any duly organized meeting of the chapter, provided that a copy of any amendment proposed for consideration has been e-mailed to each member qualified to vote at least 15 days before the meeting or electronic voting deadline.
Section 2. The President shall appoint an ad hoc committee to review these bylaws at least every three years and to submit recommended changes to the Board of Directors.
ARTICLE XII – THE FLAG
The American flag shall be displayed and honored at all meetings of the Chapter. It is understood that this Virtual Chapter may not have the flag visible to all. The President will have a desk flag and ensure that honors to the Nation are recited at the beginning of each meeting.
This is to certify that these Bylaws were found sufficient to govern, and were approved and adopted at an organizational, annual, regular, or special meeting of the MOAA Uniformed Services Nurse Advocates Virtual Chapter.
Joseph P. Gollasch, LTC(Ret) Jeri Graham, COL(Ret)
Vice President/Secretary President