Lee Coast MOAA

One Powerful Voice

 Lee Coast MOAA Chapter and Foundation Bylaws

Adopted 12/12/11

LEE COAST CHAPTER OF THE MILITARY OFFICERS ASSOCIATION OF AMERICA

(Lee Coast Chapter, MOAA)

 BYLAWS

Article I – Name

The name of this organization shall be the Lee Coast Chapter of the Military Officers Association of America (Lee Coast Chapter, MOAA), hereinafter referred to as “the Chapter.”

Article II – Purpose

The purpose of the Chapter shall be to promote the purposes and objectives of the Military Officers Association of America (MOAA).  MOAA is an independent, national, nonprofit, politically nonpartisan veterans’ organization dedicated to maintaining a strong national defense and preserving the earned entitlements of members of the uniformed services and their families and survivors.    In addition, the Chapter shall foster fraternal relations among retired, active and former officers of the uniformed services and their National Guard or reserve components, and serve the community and nation.

Article III – Status

Section 1.  The Chapter shall be a non-profit organization operated exclusively for the purposes specified in Article II above. The Chapter’s fiscal year shall be May 1st through April 30th.

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 intentional 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 to 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 transferred to the National MOAA organization.

Article IV – Membership

Section 1. The regular 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 seven U.S. uniformed services (Air Force, Army, Coast Guard, Marine Corps, National Oceanic and Atmospheric Administration, Navy, and Public Health Service).  Auxiliary membership is open to spouses of regular members and widows/widowers of deceased individuals who, if living, would be eligible for regular membership.

Section 2. Subject to the provisions of Section 1 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.  Regular and auxiliary members shall submit recommendations for any honorary memberships in writing to the Board of Directors.  The Board of Directors shall be empowered to accept or reject any application or recommendation for membership.

Section 4. The Board of Directors may withdraw membership from any member for good cause (adequate or substantial grounds or reason to take a certain action), after that member has been given an opportunity to be heard.

Section 5. Regular members are required to hold and maintain membership in national MOAA.  Auxiliary members holding chapter offices are required to hold and maintain membership in national MOAA.  All other auxiliary members are encouraged to acquire and maintain such membership.

Article V – Elected Officers

Section 1.  Officers.  The elected officers shall be a President, a Vice President, a Secretary, and a Treasurer, each of whom shall be a regular or auxiliary member of the Chapter and elected by a majority of the voting members at the March meeting.

Section 2.  The officers shall be elected by the voting members for one-year terms at the March meeting.  Officers shall be sworn into office at the April meeting.

Section 3.  No member shall be eligible to serve more than two (2) consecutive one-year terms as President.  No member shall be eligible to serve more than two (2) consecutive one-year terms Vice President.  The other elected officers may succeed themselves for continuous successive terms.

Section 4.  The Vice President shall fill a vacancy in the office of the President automatically.  Vacancies in the other elected offices shall be filled as the Board of Directors may decide.

Section 5.  The President shall preside over business meetings of the Chapter and Board of Directors meetings, shall appoint all committee chairpersons, and be a member, ex officio with right to vote, of all committees, except the nominating committee.  The President shall perform such other duties as are necessarily related to the Office of the President and keep the Chapter informed of activities pursuant to the goals of Article II.

Section 6.  In the event of the President’s disability or absence, the Vice President shall perform the duties of the President.  In the event of the disability or absence of the President and the Vice President, the Secretary shall perform the duties of the President.

Section 7.  The Secretary shall provide for timely notification of all meetings to the Chapter and record and publish a record of all proceedings of Board meetings.  The Secretary shall maintain the membership records and send required annual membership reports to the state and national organization as required.  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, and make such disbursements as are authorized by the Bylaws, Chapter, or the Board of Directors.  The Treasurer shall make payment of dues to the state organization, deposit all sums received in a financial institution approved by the Board of Directors, and make a financial report at all board meetings.  At the April meeting, the Treasurer shall present an annual written financial report that has been audited by three (3) Chapter members, two (2) of whom shall not be a Board member.

Article VI – Board of Directors

Section 1.  The Board of Directors shall be composed of the four (4) elected officers and the immediate past president.  Additional appointed Board members may be committee chairs of Membership, Public Affairs, Website, MOAA Interface, Fundraiser/Activities, and flag officers, as deemed appropriate and as needed.  The full Board of Directors shall not exceed 15 (fifteen) Directors.  The President, subject to the approval of the Board of Directors, shall present the proposed slate of Directors for the next fiscal year to the Secretary in writing at least fourteen (14) days prior to the March meeting for posting on the website and for approval by the membership at the March meeting.  The Directors will be recognized and take office at the April meeting, concurrent with newly elected officers.

Section 2.  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 business as may be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary.  In the event of a tie vote of the Board of Directors present, the President may call for a Special Board Meeting to be conducted within ten (10) days to reconsider the matter receiving the tie vote of the Board.  If the item receives a second tie vote, then the item shall be referred to the general membership for resolution.

Section 3.  The President has the discretion to call a Board of Directors meeting and responsibility to notify the Directors, giving them seven (7) days advance notice, or selecting a time to accommodate the majority of the Board.  The meetings shall be open to the general membership and efforts will be made to notify all members on the Chapter website prior to the Board meeting.  Website posting shall be deemed adequate notification for members and e-mail adequate notification for/to Board Members.

Section 4.  Minutes of the Board meetings will be recorded and disseminated on the Chapter Website prior to the next regular membership meeting.  If an emergent item of business that cannot await a normally scheduled Board meeting comes to the attention of the President, he/she may poll the Board members by e-mail regarding its disposition.  The Secretary will be a “copy to” addressee on all e-mails and shall formulate minutes of the business and actions taken, which will be disseminated on the Chapter website prior to the next regular membership meeting.  Website posting shall be deemed adequate notification for members and e-mail adequate notification for/to Board Members.

Article VII – Non-elected Officials

The President may appoint one or more non-elected officials to serve as committee chairs and/or representatives.  Such positions may be, but are not limited to, Membership coordinator, Public Affairs coordinator, Website coordinator, MOAA Interface coordinator, Fundraiser/Activity coordinator, and Chaplain.  Such officials shall serve in office at the pleasure of the President and also may be asked to serve on the Board of Directors.

Article VIII – Meetings

Section 1.  There shall be an annual meeting of the Chapter during the month of April for the receipt of annual reports, the determination of annual dues for the next fiscal year, the installation of officers, and the transaction of other business.  Notice of the meeting shall be sent to each member at least 15 days in advance, electronically or by the postal service and/or news media.

Section 2.  Regular dinner meetings of the Chapter shall be held during the months of November through April, unless otherwise directed by the Board of Directors.  Notice of each such meeting shall be provided to each member at least 15 days in advance as outlined in Section 1 above or by notice appearing on the Chapter website.

Article IX – Voting

Section 1.  All questions coming before the membership shall be decided by a majority vote of the voting members present.

Section 2.  Only regular and auxiliary members in good standing and present at a meeting of the Chapter shall be entitled to vote.

Section 3.   Proxy voting shall be permitted at any meeting of the Chapter in which a scheduled vote is to take place.  Proxy materials shall be provided on the Chapter website.

Article X – Quorums

Section 1.  Chapter Business Meetings.  A quorum exists at a scheduled Chapter meeting when two (2) OR more elected officers, plus ten (10) regular or auxiliary member(s) are present.

Section 2.  Board of Directors Meeting.  A quorum exists when a majority of the board members are present, provided one (1) is the President or Vice President.

Article XI – Committees

Section 1.  The President shall, subject to the approval of the Board of Directors, appoint standing and special coordination committees as might be advisable or as required by the Bylaws.

Section 2.  The standing coordination committees of the Chapter shall be Membership, Public Affairs, Website, MOAA Interface, and Fundraiser/Activities.  A committee coordinator may also serve simultaneously in an elective office.

Section 3.  At least thirty (30) days before the March meeting, the Board of Directors shall appoint a nominating committee of three (3) regular or auxiliary members, not currently holding an elective office, to nominate candidates for the elective offices.  The committee shall notify the Secretary in writing, at least fourteen (14) days prior to the March meeting, of its proposed slate of officers for the next fiscal year, which shall then be listed on the Chapter website.   The election will take place at the March meeting with the elected officers sworn in at the April meeting.

Article XII – Dues

Section 1.  The annual dues for each member for the next fiscal year shall be determined by the Board of Directors.

Section 2.  Dues for the fiscal year will be announced via email and website, and will be payable anytime after May 1 of that fiscal year.  On January 15th non-paid members will be dropped from the roll without further notice.

Section 3.  Any member who has been dropped for non-payment of dues may be reinstated upon reapplication and payment of the annual dues for the current fiscal year.

Section 4.  Additionally, upon joining a chapter nametag will be ordered, at the member’s expense, for wear at all meetings.  Spouse nametags are available and recommended. Tags are to be sold at or close to chapter cost.

Article XIII – Amendments

The Bylaws may be amended, repealed, or altered in whole or in part by two-thirds vote of the membership present at any duly-organized meeting of the Chapter, provided that a copy of any amendment proposed for consideration has been made available on the Chapter website at least fifteen (15) days prior to said vote.  Any proposed changes to the Bylaws shall be submitted to the Board of Directors for review and vote by the Board.  The action and recommendation(s) of the Board shall be submitted to the membership, along with the proposed amendment.

Article XIV – The Flag

The American Flag shall be displayed and honored at all meetings of the Chapter.

Approved and adopted at the regular Chapter meeting in Fort Myers, FL.

on 12 December, 2011.

Date

__/s/ R. E. Wimbush____________________________________

Robert Wimbush

Secretary

/s/ Douglas Quelch

Douglas Quelch

President

 

BYLAWS

 

LEE COAST CHAPTER OF THE MILITARY OFFICERS ASSOCIATION OF AMERICA FOUNDATION, INC.

 

(A Not-for-Profit 501(c)(3) Corporation with Articles of Incorporation filed May 14, 2012 with the State of Florida and assigned document number N07000004477, formed in compliance with Chapter 617.0202 of the Statutes of the State of Florida)

 

 

ARTICLE I – ORGANIZATION

 

SECTION A – NAME: The name of the corporation shall be “Lee Coast Chapter of the Military Officers Association of America Foundation, Inc.”, hereafter referred to as the “Foundation.”

 

SECTION B – NAME CHANGE: The organization may at its pleasure change its name, provided a two-thirds majority of the regular membership present and voting at a duly constituted dinner meeting or special meeting approves, provided a quorum has been reached..

 

SECTION C – OFFICES:   The principal office of the Foundation shall be located within the State of Florida at such place as is designated in the Articles of Incorporation. The Foundation may maintain additional offices at such other places within the State of Florida as the Board of Directors may designate.

 

SECTION D – MISSION AND OBJECTIVES:   The Foundation shall be operated exclusively for charitable purposes within the meaning of 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code.

 

1. MISSION: The mission of the Foundation is to identify and aid current and former United States military personnel and their families, particularly those who are serving in or have been wounded in current and future military conflicts involving the United States Armed Forces, and to support other activities such as scholarships for ROTC training programs which will positively enhance the future leadership of the United States Armed Forces.

 

  1. OBJECTIVES: The specific objectives of the Foundation are to:
    1. Identify active military personnel, veterans, and their families requiring assistance through interaction with regional military or military support organizations such as, Veterans Administration, Wounded Warriors, National Guard, and Central or Southern Command.
    2. Provide interim financial support to those individuals and/or their families through mechanisms such as telephone calling cards, rent or utility vouchers, food vouchers, and/or care packages.

 

 

    1. Provide needed services such as transporting personnel and their families to medical facilities and shopping centers.

 

    1. Develop and implement other programs which will help meet other needs of service personnel and their families, such as pro bono advice in establishing a business, job placement, and advocacy with health providers and others.
    2. Develop and implement programs that will enhance future leadership of the United States Armed Forces through such activities as scholarship support, mentoring, informational meetings, and event support.

 

SECTION E – POLICIES:

 

1.      No part of the net earnings of the Foundation shall be for the benefit of, or be distributable to its members, directors, officers, or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in Article I, Section D hereof.

 

  1. Not withstanding any other provision of these articles, the Foundation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of the Foundation.

ARTICLE II – MEMBERSHIP AND MEMBERSHIP MEETINGS

 

SECTION A – MEMBERSHIP

 

  1. The membership of the Foundation 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 seven U.S. uniformed services (Air Force, Army, Coast Guard, Marine Corps, National Oceanic and Atmospheric Administration, Navy, and Public Health Service), as well as survivors of any deceased individuals who would, if living, be eligible for membership. Membership in Lee Coast Chapter, MOAA constitutes membership in the Foundation.
  1. Current or former enlisted military personnel can become members upon being nominated by three members and elected by a simple majority of those members present and voting at a duly constituted meeting of the Foundation, provided a quorum has been reached.
  2. Non-military civilians, who express and demonstrate their interest and support for the mission and objectives of the Foundation can become members upon being nominated by three members and elected by a simple majority of the members present and voting at a duly constituted meeting of the Foundation, provided a quorum has been reached. Active efforts will be made to recruit such individuals, particularly those with background and experiences that will enhance the mission and objectives of the Foundation. For example, suitable persons would be those with experience in fundraising, financial auditing, legal matters, job counseling and placement, and patient advocating.SECTION B – MEMBERSHIP MEETINGS
  3.  
  1. ANNUAL MEETINGS: The Foundation’s annual membership meeting will be held each year at a site located in Lee County in the State of Florida. The Secretary will notify every member in good standing by e-mail and will also post the meeting date on the Chapter website 30 (thirty) days prior to the annual meeting.

 

  1. REGULAR MEETINGS: Regular meetings shall be held concurrently with Chapter meetings at a location within Lee County that is convenient to the membership, as determined by the Board of Directors.
  2. BOARD MEETINGS: Members of the Board of Directors shall normally meet following a Chapter Board of Directors meeting.
  3. SPECIAL MEETINGS: Special meetings of the Foundation can be called by the President, as he/she deems necessary for the best interests of the organization; or by a request by either two (2) Directors of the Foundation, or by ten (10) percent of the active members, in writing, and presented to the Secretary, at least twenty (20) days prior to the requested meeting. Such a request will be e-mailed to the membership and/or posted on the Chapter website. Such a meeting shall state the reasons for the meeting, who has called the meeting, and the business to be transacted. No other business can be conducted at the special meeting without three-fourths consent of those present and voting at that meeting.

SECTION C – QUORUMS, PROXIES, AND VOTING PROCEDURES

 

  1. QUORUMS: For all meetings of the Foundation, the presence of at least twenty-five (25) percent of the membership shall constitute a quorum and shall be necessary to conduct the business of the organization. The Secretary shall notify all members by e-mail and/or posting on the Chapter website.
  2. PROXIES: At any membership meeting (Annual, Regular, Board, or Special), a member may appoint a proxy in writing or by e-mail to vote on that member’s behalf.
  3. VOTING PROCEDURES: At all meetings, votes shall be by voice, unless twenty (20) percent of the members present request a written ballot, or ten (10) percent of the entire membership requests in writing, prior to the meeting, that a written ballot be provided. If a written ballot is requested, the Chair of the meeting shall, prior to the commencement of the balloting, appoint a committee of three, including the Secretary, to verify the results and report them after counting, at the conclusion of the meeting.

 

ARTICLE III – BOARD OF DIRECTORS

 

SECTION A – POWERS AND RESPONSIBILITIES

 

  1. The business and affairs of the Foundation shall be managed under the direction of the Board of Directors.
  2. The Directors will develop a Code of Ethics, including a Conflict of Interest Policy and promulgate that Code to the membership and appointed committees.
  3. The Directors will be responsible for developing an overall Fundraising Policy, as well as monitoring appointed committees.

SECTION B – NUMBER OF DIRECTORS

 

  1. The number of Directors constituting the entire Board of Directors shall be no less than seven (7) and no more than fifteen (15) members.
  2. The number of Directors may be increased or decreased by amendment of the Bylaws or by action of the Board of Directors.
  3.  
  1. To the extent feasible, Directors will come from each of the membership categories listed in Article II, Sections A.
  2.  

SECTION C – ELECTION AND TERM OF DIRECTORS

 

  1. As a general rule, the elected officers of the Lee Coast Chapter, MOAA (President, Vice President, Secretary, and Treasurer) will hold the same office on the Foundation Board of Directors.
  2. The President, subject to the approval of the Board of Directors, will appoint other Directors.
  3. Appointed Directors will serve one-year terms with no limit on tenure.
  4. Newly created directorships, resulting from an increase in the number of Directors, or vacancies occurring for any reason, may be filled by a majority vote of Directors at a regular or special meeting of the Board. A Director elected to fill a vacancy shall hold office until the next Annual Membership meeting.
  5. A Director may be removed from the Board when sufficient cause exists for such removal. The Board of Directors shall adopt such rules for a removal hearing, as it may in its discretion consider necessary for the best interests of the Foundation.
  6. Any Director may resign at any time upon written notice to the President. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.
  7. A simple majority of the entire Board of Directors shall constitute a quorum and the business of the Foundation can be transacted by vote of the majority present. Each member shall have one vote and voting can be done by proxy.
  8. An annual meeting of the Board of Directors shall be held each year, within one (1) month of the Annual Membership Meeting, at such a date as shall be fixed by the President. Regular meetings shall be held at such times and place as may be decided by the President. Special meetings of the Board may be held at any time whenever called by the President, Vice President, or any three Directors.
  9. The Foundation shall not pay any compensation to Directors for services rendered to the Foundation.

ARTICLE IV – OFFICERS, AGENTS, AND EMPLOYEES

 

SECTION A – OFFICERS

 

  1. The Officers on the Board of Directors shall be the same as those of the Lee Coast Chapter MOAA (President, Vice President, Secretary, and Treasurer). If the Board of Directors so determines, it may elect other officers and give any of them further designation or alternate titles as it considers desirable. The same person, except for the President and Vice President, may hold any two Officer positions and the terms of office shall be the same as those of the Lee Coast Chapter MOAA.
  2. Subject to the control of the Board of Directors, all officers shall perform such duties in managing the Foundation as generally pertains to their respective offices:
    1. President. The President by virtue of his office shall serve as Chair of the Board and shall preside at all Board meetings. He or she shall perform all duties and control all affairs of the Foundation, in accordance with the policies and directives approved by the Board of Directors. The President shall appoint all committees, subject to the approval of the Board.
    2. Vice President. The Vice President shall, in the event of the President’s absence or inability to exercise the office, become Acting President of the Foundation with all of the rights, privileges, powers, and restrictions of the office, as if he or she had been duly elected President.
    3. Secretary. The Secretary will be responsible for maintaining the minutes and records of the Foundation in the appropriate manner. In addition, the Secretary will be responsible for handling incoming and outgoing correspondence of the Foundation, as well as notifying members of upcoming meetings.
    4. Treasurer. The Treasurer shall have the care and custody of all funds and securities of the Foundation. Accounts of receipts and disbursements of the Foundation shall be complete, accurate, and timely. The Treasurer shall also deposit all Foundation monies and other valuable property in the name of and to the credit of the Foundation in such banks or depositories as the Board of Directors may designate. The Treasurer shall file any records or reports required by Federal or State statutes. The Treasure also shall have custody of the Foundation Seal and have authority to affix the same to any instruments requiring it, and when so affixed, to attest to it by his or her signature. Whenever required by the Board of Directors and at least once annually, the Treasurer shall render a statement of accounts. The books and accounts shall be audited once annually, or at other times when required by the Board of Directors, by an auditor selected by the Audit Committee.             3.   No Officer or Director shall for reason of his office be entitled to receive any salary or compensation from the Foundation for services rendered, except that Officers or Directors may be reimbursed for reasonable expenses incurred in the performance of their Foundation duties.

SECTION B – AGENTS AND EMPLOYEES

 

  1. Agents and Employees may be appointed by the Board of Directors. They shall have authority to perform such duties as may be prescribed by the Board of Directors.2.   The Board may remove any agent or employee at any time with or without cause.
  2.      Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights.

 

 

ARTICLE V – COMMITTEES

 

SECTION ACOMMITTEE APPOINTMENTS

 

  1. The President, subject to the approval of the Board of Directors, shall appoint all committees of the Foundation annually and their terms of office shall be for one year, unless ended sooner by the Board of Directors. Pursuant to the above, the President shall designate the Chairman of each committee. In addition to the standing committees listed below, the Board of Directors may appoint other committees if the need arises.
  2. Unless the Board of Directors or these Bylaws otherwise provide, each committee may make, alter, and repeal rules for the conduct of its business. A majority of the members of each committee shall constitute a quorum for the transaction of its business, and a majority of those present, if a quorum is reached, shall be sufficient for the conduct of its business.

SECTION B – STANDING COMMITTEES

 

  1. Missions Committee: This committee shall be responsible for assessing the needs of the various organizations, which the Foundation supports, and developing priorities for funding the annual programs that meet the mission and objectives of the Foundation. In so doing, the committee will develop and administer a budget to fund such programs, subject to approval by the Board of Directors. The committee shall consist of no less than three members, at least one of which will be a Director.
  2. Fundraising Committee: This committee shall develop a fundraising strategy and operational plan to meet the needs of the budget provided by the Missions Committee. The committee shall consist of no less than three members, at least one of which will be a Director.
  3. Audit Committee: This committee shall be responsible for independently overseeing the financial operations of the Foundation. They will develop a plan for an external audit and identify an auditor. Upon receiving the auditor’s report and in conjunction with the Foundation Treasurer, the committee will develop a “Best Practices Procedure” for submission to the Board of Directors. This committee will consist of three Foundation members and will be chaired by a Director who is not an officer of the Foundation. 

ARTICLE VI – MISCELLANEOUS

 

SECTION A – FISCAL YEAR: The Foundation’s fiscal year will be the same as Lee Coast Chapter MOAA, May 1 to April 30.

 

SECTION B – DUES: At the time of this document, there are no dues. The Board of Directors may from time to time set membership dues for the Foundation. Such dues will be payable to the organization within 60 days after the Annual meeting.

 

SECTION C – FOUNDATION SEAL: The Foundation seal shall be in such form as may be approved from time to time by the Board of Directors. The name of the Foundation will be inscribed thereon and shall contain the words “Foundation Seal”, “Florida”, and the year “2012”, the year the Foundation was formed, at the center.

 

SECTION D – CHECKS, NOTES, AND CONTRACTS: The Board of Directors shall determine, from time to time, who shall be authorized on the Foundation’s behalf to sign checks, drafts, or other orders for payment of money, to sign acceptances, to enter into contract, or to execute and deliver other documents and instruments.

 

SECTION E – BOOKS AND RECORDS: The Foundation shall keep at its office correct and complete books and records of accounts, the activities and transactions of the Foundation, minutes of the proceedings of the Membership meetings, the Board of Directors meetings, and minutes of any Foundation committees. In addition, also kept at its office will be a current list of Directors and Officers of the Foundation and their residence addresses. Any of the books, minutes, and records of the Foundation may be in written form or in any other form capable of being converted into written form within a reasonable time. Where possible, certain documents will be kept on the Chapter website, at the discretion of the President.

 

SECTION F – INDEMNIFICATION: The Foundation shall indemnify any person who is or was a Director or Officer of the Foundation against expenses and liabilities in connection with any proceeding involving the Director or Officer, by reason of his being or having been such an Officer or Director, to the fullest extent now or hereafter permitted by the laws of the State of Florida and the Internal Revenue Code. However, if the Board of Directors determines that the person was acting to advance his or her personal interest, rather than the Foundation’s interest, or was otherwise in bad faith, no indemnification will be provided.

 

 

ARTICLE VII – AMENDMENTS

 

These Bylaws may be altered, amended, repealed, or added to by an affirmative vote of not less than two thirds of the membership present and voting at a duly constituted meeting, provided a quorum has been reached. Notification of proposed changes will be made to the membership thirty (30) days prior to the vote by E-mail or posting on the Chapter website.

 

 

ARTICLE VIII – DISSOLUTION

 

In the event of dissolution, final liquidation, or winding up of the Foundation for any reason whatever, all of its assets, after paying or making provision for the payments of its liabilities and expenses, shall be distributed to such organization or organizations organized and operated exclusively for charitable purposes as are selected by the Board of Directors; provided further, however, that any transferee organization shall qualify under IRS Code Section 501(c)(3) or (c)(19), or any future Federal tax code. To the extent possible, such purposes shall be among those described in Article I, Section D of these Bylaws. In no event shall any assets or property be distributed to any member, Director, or Officer, or any other private individual.

 

 

 

 

 

 

Approved at Membership Dinner                 ___________________     ____________________

March 11, 2013 by unanimous vote                Roger Triftshauser                  Nancy Collura

President                                         Secretary

 

 

 

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