OF THE HAWAII ALOHA CHAPTER
I — NAME
1. The name of this
organization shall be the Hawaii Aloha Chapter, hereinafter
referred to as the Chapter.
The Chapter is an
affiliate of the Military Officers Association of America.
The Association is a nonprofit organization operated
exclusively for purposes beneficial to the interests of the Nation
and its Uniformed Services personnel, their dependents, and
II — PURPOSE
The Chapter is organized, and shall be
administered and operated, exclusively for the following purposes,
within the meaning of section 501(c) (19) of the Internal Revenue
Code. The purposes of
the 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
and their dependents and survivors; to protect the rights and
interests of active duty, retired, and reserve component personnel
of the uniformed services and their dependents and survivors, and
to provide useful services for members and their dependents and
survivors, and serve the community and the nation.
III — STATUS
The Chapter shall be a
nonprofit organization, operated exclusively for the purposes
specified in Article II above.
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
Chapter shall indemnify any person against expenses, including
without limitation, attorneys’ fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by
reason of the fact that he/she is or was a director, officer,
employee or agent of the Chapter, or is or was serving at the
request of the Chapter as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or,
other enterprise, in all circumstances in which, and to the extent
that, such indemnification is specifically permitted and provided
for by the laws of the state as then in effect.
Indemnification will not be made when the director,
officer, or employee is adjudged guilty of willful misfeasance or
malfeasance in the performance of duties.
The power of indemnification under state law shall not be
denied or limited by the Bylaws.
The 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
In the event of
dissolution of the Chapter and after the discharge of all
liabilities, the remaining assets shall be given to the Hawaii
Aloha Chapter Scholarship Fund or another nonprofit organization
whose purposes and objectives are similar to those of the Chapter,
such organization to be designated by a majority vote of the Board
IV — MEMBERSHIP
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 eight U.S. uniformed services (Air Force, Army, Coast
Guard, Marine Corps, National Oceanic and Atmospheric
Administration, Navy, Public Health Service and Space Force),
former Chapter life members, spouses of any regular living member,
and surviving spouses of any deceased individuals who
would, if living, be eligible for regular membership.
The Board of Directors may confer an honorary membership in
recognition of a person’s service to the United States, State of
Hawaii or any of its counties. Except
for those elected or appointed to public office, persons eligible
for membership according to Section 1 above, shall not be granted
honorary memberships. Regular
members may submit recommendations for honorary membership in
writing to the Board of Directors.
The Board of Directors is empowered to accept or reject any
application or recommendation for membership.
The Board of Directors
may remove from the Chapter any member for good and sufficient
cause after that member has been given an opportunity to be heard.
The member shall thereupon forfeit all rights and
privileges of membership.
Regular members are
required to hold and maintain membership in national MOAA.
All members, except honorary may serve in any capacity in
the Chapter, but surviving spouses may not serve as Chapter
V — VOTING
Except as otherwise
provided in these Bylaws, all questions coming before the
membership shall be decided by a majority vote. Passage
of any business by vote requires the presence of a quorum.
Only regular members
and Officers in good standing or, as determined by the Board of
Directors, who are present at a meeting of the Chapter shall be
entitled to vote.
Proxy voting shall not
be permitted at any meeting of the Chapter.
VI — DUES
The annual dues for
each member for the next calendar year shall be determined by the
membership at the annual meeting, after receiving the Board of
Directors’ recommendation on the matter and may be prorated by
the Board of Directors according to when his/her membership is
approved by the Board of Directors.
The annual dues for a
calendar year shall become due on Jan. 1 of that year.
The Board of Directors
may, without further notice and further hearing, drop any member
from the rolls for nonpayment of dues by the end of February. The
member shall thereupon forfeit all rights and privileges of
Any Chapter member who
has been dropped for nonpayment of dues may be reinstated upon
reapplication for membership and payment of annual dues for the
VII — MEETINGS
There shall be an in
person annual meeting of the Chapter during the month of November
for the receipt of annual reports, the determination of annual
dues for the next calendar year, the election of
and the transaction of other business. Notice
of the meeting shall be mailed or emailed to each member at least
20 days in advance.
Regular meetings of
the Chapter shall be held monthly unless otherwise decided by the
Board of Directors. Notice
of each meeting shall be mailed or emailed to each member at least
15 days in advance. Regular
meetings may be in person, virtual, or some combination of both.
(15) individuals, each of whom shall be a regular member, present
at any regular meeting or annual general meeting shall constitute
VIII — BOARD OF DIRECTORS
There shall be Board of Directors of not more than nine (9)
persons, each of whom shall be a regular member of the Chapter or
the spouse of a regular Chapter member. Directors
shall be elected by the members at the annual meeting. Exception:
Vacancies on the Board created when a member is unable to
fill their term shall be filled by an election by the Board.
The term of office of a Board member shall be three (3)
years. Terms shall be
staggered to insure that up to one third of all Directors shall be
elected each year. Directors
shall take office upon their election and shall hold office until
their resignation or removal or until their successor is elected. Directors
elected by the Board to fill unexpired terms shall only serve the
remainder of the unexpired term.
The Board of Directors shall.
responsible to the members for supervising, controlling and
directing the affairs of the Chapter.
Chapter policies or changes thereto within the limits of these
overall authority to approve the disbursement of Chapter funds. Board
of Director’s approval of a budget line item is authority for
its proponent to expend up to the amounts specified.
resolutions or establish positions in the name of the Chapter only
with membership approval.
Officers when vacancies occur.
A majority of members serving on the Board shall constitute
a quorum capable of transacting any business that may come before
the meeting of the Board of Directors.
The Board shall meet
upon the call of the president at such times and places as he or
she may designate and shall be called to meet upon demand of a
majority of its members. Notice
of each meeting of the Board of Directors shall be mailed or
emailed to each member of the Board at least 10 days in advance.
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, provided a
quorum is present. Proxy
voting shall not be permitted.
7. Removal. Any
director may be removed for cause by an affirmative vote of a
majority of all Directors. A
special meeting of the Board of Directors shall be called for that
IX — OFFICERS
There shall be a
President, a Vice President, a Secretary, and a Treasurer.
The Board of Directors
shall elect Officers from the Board of Directors when vacancies
occur. Each elected
officer shall take office immediately upon election and shall
serve for a term equal to their remaining term as director, or
until a successor is duly elected and installed, or until they
resign or are removed from their office, or until they are no
longer on the Board. Officers
elected by the Board to fill unexpired terms shall only serve for
a term equal to their remaining term as director.
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.
The President shall
preside at all 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 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.
In the event of the
President’s temporary disability or absence, the Vice President
shall perform the duties of the President. The
Vice President shall perform other duties such as the President
The Secretary shall
provide timely written notification of all meetings of the Chapter
and of the Board of Directors and shall maintain a record of all
Secretary also shall carryout these duties: prepare such
correspondence as might be required, maintain the Chapter’s
correspondence files, and safeguard all important records,
documents, and valuable equipment belonging to the Chapter. The
Secretary shall perform such other duties as are commensurate with
the office or as assigned by the Board of Directors or by the
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. Funds
may be drawn from the account in a financial institution only upon
signature of the Treasurer, or, in his/her absence, the President
or Vice President. For
expenses over a limit approved by the Board, written approval by
the Treasurer and President or Vice President (in the absence of
the President) is required. 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. The
Treasurer may not participate in any audit process directed by the
Board of Directors other than provide information as requested.
8. Removal. Any
officer may be removed for cause by an affirmative vote of a
majority of all Directors at a special Board meeting called for
that purpose. The
Board shall elect a replacement, who shall serve for a term equal
to his/her remaining term as director.
X — COMMITTEES
The President, subject
to the approval of the Board of Directors, shall annually appoint
standing and special committee chairs such as might be required by
the Bylaws or might be advisable. The
Committee Chair may then appoint committee members from the
regular members of the Chapter, as needed.
committees of the Chapter shall include membership, legislative,
and program committees with duties as assigned and approved by the
3. Special committees. Special
committees may be established for any purpose and with duties as
determined by the Board, which may include, for example, Personal
Affairs, Community Services, Publications and Public Relations,
JROTC/ROTC Awards, Surviving Spouses, and Veteran Affairs.
At least 60 days
before the annual meeting, the Board of Directors shall appoint a
nominating committee of up to three (3) regular members. The
nominating committee shall notify the secretary in writing (or
email), at least 30 days before the annual meeting, of its
proposed slate of Directors for the next calendar year, and the
secretary shall list in the Chapter’s newsletter the nominated
candidates for Director or email a copy thereof to each regular
member at least 20 days before the annual meeting.
XI – AUDIT
The accounts and books of the organization
shall be audited from time to time and a report shall be submitted
to the Board of Directors at the organization’s annual general
XII — AMENDMENTS
The Bylaws may be amended, repealed, or
altered in whole or in part by a two-thirds vote of the members
present at any duly organized meeting of the Chapter, provided a
quorum is present, and that a copy of any amendment proposed for
consideration has been mailed or emailed to each member qualified
to vote at least 30 days before the meeting.
XIII – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of
Robert’s Rules of Parliamentary Procedure shall govern the
Chapter in all cases to which they are applicable and in which
they are not inconsistent with these Bylaws and any special rules
of order the Chapter may adopt.
If available, the United States of America
flag shall be displayed and honored at all meetings of the
Chapter. The Hawaii
State flag and Chapter flag may also be displayed.
This is to
certify that these Bylaws were approved and adopted at the
organizational annual meeting
of the Hawaii Aloha Chapter via virtual on 18 February 2021.
of Directors and Bylaws Committee
Wesley F. Fong, USA (Ret)
Capt Fred P. Staedel, USAF (Vet)
Board of Directors
Webster, USN (Ret)
CW4 Tamara I.
DeGrafenread, USA (Ret)
Fricano, USAF (Ret)
Lt Col John
S.S. Kim, USAF (Ret)
MG Calvin Lau,
Col William O.
Nations, USAF (Ret)
Stepulis, USA (Ret)