BYLAWS
OF THE HAWAII ALOHA CHAPTER
(17
November 2023)
ARTICLE
I — NAME
Section
1. The name of this organization
shall be the Hawaii Aloha Chapter, hereinafter referred to as the
Chapter.
Section
2. 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 survivors.
ARTICLE
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.
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. Indemnification. The 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.
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 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 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 of
Directors.
ARTICLE
IV — MEMBERSHIP
Section
1. Regular members. 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. Those eligible and desiring to be Regular members must
apply for membership (provide a completed Membership Application
Form) and pay dues in accordance with Article VI.
Section
2. Honorary members. 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.
Section
3. The Board of Directors is
empowered to accept or reject any application or recommendation
for membership.
Section
4. 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.
Section
5. Regular members who are eligible
to be members of national MOAA are required to hold and maintain
membership in national MOAA. Section 6. All members, except
honorary, may serve in any capacity in the Chapter, but surviving
spouses may not serve as Chapter president.
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. Passage of any business by vote
requires the presence of a quorum.
Section
2. 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.
Section
3. Proxy voting shall not be
permitted at any meeting of the Chapter.
ARTICLE
VI — DUES
Section
1. 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.
Section
2. The annual dues for a calendar
year shall become due on Jan. 1 of that year.
Section
3. 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
membership.
Section
4. 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
current year.
ARTICLE
VII — MEETINGS
Section
1. 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 Directors, and the
transaction of other business. Notice of the meeting shall be
mailed or emailed to each member at least 20 days in advance.
Section
2.
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.
Section
3. Quorum. Fifteen (15) individuals, each of whom shall be a
regular member, present at any regular meeting or annual general
meeting shall constitute a quorum.
ARTICLE
VIII — BOARD OF DIRECTORS
Section
1. 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.
Section
2. 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.
Section
3. The Board of Directors shall. a. Be responsible to the
members for supervising, controlling and directing the affairs of
the Chapter. b. Determine Chapter policies or changes thereto
within the limits of these Bylaws. c. Have 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. d. Adopt resolutions or
establish positions in the name of the Chapter only with
membership approval. e. Elect Officers when vacancies occur.
Section
4. Quorum. 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.
Section
5. 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.
Section
6. 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.
Section
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 purpose.
ARTICLE
IX — OFFICERS
Section
1. There shall be a President, a Vice President, a Secretary,
and a Treasurer.
Section
2. 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.
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. 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.
Section
5. 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 might assign.
Section
6. 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 proceedings. The 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 President.
Section
7. 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.
Section
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.
ARTICLE
X — COMMITTEES
Section
1. 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.
Section
2. The standing committees of the Chapter shall include
membership, legislative, and program committees with duties as
assigned and approved by the Board.
Section
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.
ARTICLE
X — COMMITTEES
Section
1. 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.
Section
2. The standing committees of the Chapter shall include
membership, legislative, and program committees with duties as
assigned and approved by the Board.
Section
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.
Section
4, 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 it 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.
ARTICLE
Xl— 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 meeting.
ARTICLE
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 Chapters 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.
ARTICLE
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 ot order the Chapter may
adopt.
ARTICLE
XlV—THE FLAG
If
available, the Unfed 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
Annual General Membership meeting of the Hawaii Aloha Chapter on 17
Nov 23.
