Bylaws governing the Low Country Chapter of the
Military Officers Association of America
Article I - Name
Section 1. The name of this organization shall be the Low Country Chapter of the Military
Officers Association of America, hereinafter referred to as "the Chapter."
Article II - Purposes
Section 1. The purposes of the Chapter shall be to promote the purposes and objectives of the
Military Officers Association of America; foster fraternal relations among retired, active, and
former officers of the uniformed services and their National Guard or Reserve components;
protect the rights and interests of active duty, retired, Reserve, and National Guard personnel
of the uniformed services and their dependents and survivors; provide useful services, material,
and, financial awards or grants for members and their dependents and survivors; and serve the
community and the nation.
Section 2. Income generated will be used only to fund veteran organizations as listed in IRC
170(c) (4). If the organization is dissolved funds remaining will be distributed to the charitable
organizations defined by the board at the time of dissolution.
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 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 a 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. The membership of the Chapter shall be composed of men and women who are
serving or have served on active U.S. Military duty as a commissioned or warrant officer in one
of the seven U.S. uniformed services (Army, Navy, Air Force, Marine Corps, Coast Guard,
National Oceanic and Atmospheric Administration, and Public Health Service) or in one of the
National Guard or associated reserve components as well as widows and widowers of any
deceased individuals who would, if living, be eligible for membership and any individual
determined by the board to meet the requirements for honorary status.
Section 2. Subject to the provisions of Section I above, membership shall be of three classes:
regular, auxiliary, and honorary.
Section 3. Applications for regular or auxiliary membership shall be submitted in writing to the
board of directors. Recommendations for honorary membership shall be submitted in writing
to the board of directors by regular and auxiliary members. The board of directors shall be
empowered to accept or reject any application or recommendation for membership.
Section 4. The board of directors may drop any member for good and sufficient cause after that
member has been given an opportunity to be heard.
Section 5. Regular members are encouraged to maintain membership in the Military Officers
Association of America. Auxiliary members are also encouraged to acquire and maintain such
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 members present.
Section 2. Only regular members in good standing or, as determined by the board of directors,
auxiliaries in good standing 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 current year shall be determined by the
membership at the annual meeting, after receiving the board of directors' recommendation in
the matter. Auxiliary and honorary members shall not be required to pay dues.
Section 2. The annual dues for a calendar year shall become due on January 1 of that year and
will be paid for two years in advance. Dues will be forgiven for members joining after July 1 of
each year and will begin the following January 1.
Section 3. The board of directors may, without further notice and without hearing, drop any
member from the roll. The member shall thereupon forfeit all rights and privileges of
Section 4. Any member who has been dropped for nonpayment of dues may be reinstated
upon reapplication for membership and payment of the annual dues for the current year.
Article VII - Meetings
Section 1. There shall be an annual meeting of the Chapter during the month of December 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 sent to each member at least 15 days in advance.
Section 2. Regular meetings of the Chapter shall be held during the months of February, May,
September unless otherwise decided by the board of directors. Notice of each such meeting
shall be provided to each member at least 15 days in advance.
Article VIII - Board of Directors
Section 1. The board of directors shall be composed of elected officers (president, 1st vice
president, 2nd vice president, secretary, and treasurer), the immediate past president, and up
to other four elected directors such as Legislative and Auxiliary.
Section 2. The elected officers or directors shall be elected annually or biennially by the
membership at the annual meeting. Each elected officer or director shall take office
on January 1 following election and shall serve for a term of one year or, if elected biennially,
for a two-year term.
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 the bylaws; shall
actively prosecute its purposes; 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
Section 4. The board of directors shall not be authorized to adopt resolutions or to establish
positions in the name of the chapter.
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. 4
Notice of each meeting of the board of directors shall be sent to each member of the board at
least 5 days in advance.
Section 6. A majority of the entire board shall constitute a quorum at any meeting of the board.
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.
Articles IX - Officers
Section 1. The elected officers shall be a president, a 1st vice president, a 2nd vice president, a
secretary, and a treasurer, each of whom shall be a regular, auxiliary, or honorary member of
Section 2. The elected officers shall be elected annually or biennially by the membership at the
annual meeting. Each elected officer shall take office on January 1 the calendar year following
election and shall serve for a term of one or two years or until a successor is duly elected and
Section 3. No member shall be eligible to serve more than two consecutive one-year terms as
president or two consecutive two-year terms, if elected biennially.
Section 4. A vacancy in the office of the president shall be filled automatically by the 1st vice
president. A vacancy in the office of the 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
Section 5. 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 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 6. In the event of the president's temporary disability or absence, the 1st vice president
shall perform the duties of the president. In the event of the temporary disability or absence of
the president and the 1st vice president, the 2nd vice president shall perform the duties of the
president. The vice presidents shall perform other duties such as the president might assign.
Section 7. 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 shall
also carry out these duties: maintain the membership records; 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. 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 by the president.
Section 8. 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 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 the financial institution only upon
the signature of the treasurer. 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. An annual
audit will be conducted in November of each year by two members selected by the President.
Findings will be presented by letter to the Board of Directors and made available to the
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 the bylaws or might be
Section 2. The standing committees of the Chapter shall include membership, legislative and
Section 3. At least 45 days before the annual meeting, the president of the board shall appoint
a nominating committee to nominate candidates for the elective offices. The committee
shall notify the secretary in writing, at least 30 days before the annual meeting, of its proposed
slate of officers and directors for the next calendar year, and the secretary shall list in the
chapter's newsletter the nominated candidates for the elected offices or send a copy thereof to
each regular member at least 15 days before the annual meeting.
Article XI - Amendments
Section 1. The 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 provided to each member qualified to
vote at least 15 days before the meeting.
Article XII - The Flag
Section 1. The American flag shall be displayed and honored at all meetings of the Chapter.
Click for printable version of Bylaws