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CONSTITUTION and BYLAWS

ALTA CALIFORNIA CHAPTER MILITARY OFFICERS ASSOCIATION OF AMERICA

Article One - Name and Address

Section 1: The name of this organization shall be "Alta California Chapter, Military Officers Association of America (MOAA)".

Section 2: The mailing address of this Chapter shall be a post office box number as currently designated by the Executive Committee: P.O. Box 541, Yuba City, CA 95992

Article Two - Purpose

Section 1: The purposes of this organization shall be:

To promote the aims of the MOAA, as stated in the preamble to the Bylaws of that Association.

To further the legislative and other objectives of the MOAA.

To encourage and facilitate comradeship among retired, active and former officers of the uniformed services.

To provide useful services for, and to protect the interests of, members and their dependents and survivors.

To further the education of service members, to assist local youth training organizations, or to assist in other veteran initiatives. As stated in Article Five, Section 3.

Article Three - Status

Section 1 - Chapter Area: The Chapter area consists of the California counties of Sutter, Yuba, Butte, Nevada, Colusa and Placer, plus such other adjacent locales as shall be determined from time to time by the Executive Committee.

Section 2 - Affiliation: This Chapter shall be affiliated with MOAA by charter. This chapter's rules, regulations, organization, activities and operations shall be consistent with current published guidance (Chapter Handbook) of MOAA. In addition, this chapter shall be affiliated, by membership, with Area 1 (Northern California Counties) of the MOAA California Council of Chapters, Inc. (aka CALMOAA) subject to review and decision by the Executive Committee.

Section 3 - Nonprofit: This Chapter shall be a nonprofit, non-partisan organization, operated exclusively for the purposes specified in Article Two above.

Section 4 - Compensation: Neither officers nor members of this Chapter shall receive any compensation for their services to the Chapter, but the Executive Committee may, from time to time, authorize reimbursement of expenses incurred in performance of their assigned duties, availability of funds permitting.

Section 5 - Partners: Nothing herein shall constitute members of this organization as partners for any purpose. No member, officer, or agent of this chapter shall be liable for the acts or failure to act on the part of any other member, officer or agent. No member, officer or agent shall be liable for his/her acts or failures to act under these bylaws, excepting only acts or acts of omissions arising out of his/her negligence, willful misfeasance or malfeasance, and misconduct, including discrimination and sexual harassment.

Section 6 - Indemnification: Alta California Chapter may purchase an Indemnification Policy in order to indemnify their Executive Committee Officers as decided annually.

Section 7 - Conflict of Interest: Each Executive Committee member shall provide a "conflict of interest" statement declaring that the member has no interest, personal or financial, with any other organization doing business with Alta California Chapter upon election or appointment. Should a subsequent "interest" status change occur, the member must promptly notify the Executive Committee. Whenever there may be an apparent or perceived conflict of interest, the officer may be required to recuse him/ herself.

Section 8 - Retention of Official Chapter Records: Alta California Chapter retains official records as described in the retention procedure. Records, electronic and printed form, are passed along from out-going officer to the next officer elected to that position.

Section 9 - Funds distribution: No part of the funds of this Chapter shall inure, or be distributed to members.

Section 10 - Dissolution: In the event of dissolution of this Chapter, and after discharge of all of its liabilities, remaining assets shall be given to a nonprofit military/uniformed services organization whose purposes and objectives are similar to those of this organization (i.e. CALMOAA). Such recipient organization shall be designated by majority vote of the Chapter’s Executive Committee.

Article Four - Membership and Voting Right

Section 1 - Eligibility: The following persons shall be eligible for Chapter membership:

A. Men and women who are, or have been, commissioned or warrant officers of the eight U.S. uniformed services (Army, Navy, Air Force, Marine Corps, Space Force, Coast Guard, Public Health Service, and National Oceanic and Atmospheric Administration) or the reserve or other components of these services.

B. Subject to the foregoing eligibility requirements, there shall be three classes of membership:

(1) Regular members:

(a) Officers who are on the retired lists whether drawing retired pay or not.

(b) Officers who are not yet retired.

(c) Former officers who were separated under conditions acceptable to the Executive Committee.

(2) Surviving spouses – Survivors of former national MOAA members who are deceased or survivors of deceased individuals who would, if living, be eligible for membership.

(3) Honorary members – those persons determined by the Executive Committee to deserve such an honor, and approved by a majority vote of the members at a scheduled meeting of the Chapter.

Section 2 - Voting: All regular members and surviving spouses in good standing shall have the right to vote and hold office. Voting by proxy shall not be permitted.

Section 3 - Application: Application for membership, accompanied by payment of dues then applicable, shall be submitted to the Executive Committee. The Executive Committee shall be empowered to accept or reject any application or recommendation for membership.

Section 4 - Disenrollment: Any member may be dropped from this chapter’s rolls by the Executive Committee for good and sufficient cause, after having been given notice and provided an opportunity to be heard by the committee at the members request.

Section 5 - National MOAA: All Regular Members shall be encouraged to hold and maintain membership in the national Military Officers Association of America.

Article Five – Finances and Dues
Section 1 - Fiscal year: The chapter shall operate on a fiscal year from January 1 to December 31 of the same year.

Section 2 - Cash basis: The chapter shall operate on a cash basis and will not obligate or expend any funds not on hand and will not expend funds that are in excess of budgeted revenues. Expenditures shall be approved by a majority of the Executive Committee.

Section 3 - Funds: The chapter's funds shall be used to accomplish the purposes stated in Article Two of these Bylaws. At the discretion of the Executive Committee and with concurrence of the membership, donations from chapter funds may be made to further the education of service members, or to assist local youth training organizations such as Junior ROTC, Civil Air Patrol, and Sea Cadets, or to assist in other veteran initiatives, such as homeless veterans and stand downs.

Section 4 - Annual Dues: The annual dues for regular members for the next fiscal year shall be determined by the membership at the Annual Meeting, after receiving the Executive Committee's recommendation in the matter.

Section 5 - Payment of Annual Dues: The annual dues shall become due on the first day of the fiscal year (January 1st). New members who join the chapter during the last six months of the fiscal year may pay a prorated amount of the annual dues or dues may be waived by the Executive Committee. The first year of chapter membership may be granted as complimentary.

Section 6 - Failure to Pay Dues: A member who fails to pay dues may be dropped from the roster at the end of the membership year after at least two notices - written letters, emails and/or phone calls - are transmitted to the contact information on record.

Section 7 - Membership Reinstatement: Former members who have been dropped from the rolls for nonpayment of dues may be reinstated upon re-application for membership and payment of annual dues then applicable, subject to the approval of the Executive Committee.

Article Six – Meetings of the Chapter

Section 1 - Annual: There shall be an Annual Meeting of the Chapter held during the month of December for: the installation of officers duly elected at the October general meeting (usually), the determination of annual dues for the year beginning the first day of January, and the transaction of other business that may be properly brought before the membership. The annual year-end financial report and new fiscal year's budget will be presented each January.

The Chapter Annual Meeting will be scheduled at date, time, and place (in-person, electronic/virtual, and/or telephonic method) as determined by the Executive Committee. Notice of the Annual Meeting shall be made to all members in good standing. The Chapter Annual Meeting may be postponed under an emergency situation by the Executive Committee.

Section 2 - Regular and Special: Regular meetings of this Chapter shall be held at least quarterly, or more frequently, at such dates, times and places (in-person, electronic/virtual, and/or telephonic method) as determined by the Executive Committee. Special meetings may be called, with the consent of the Executive Committee, or upon a request by five members submitted in writing to the President. A notice stating the nature of specific items of business to be considered at any regular or special meeting shall be sent to the members in good standing in a timely manner.

Standard agenda shall cover Executive Committee reports (financial, membership), and the surviving spouse update. To be as flexible and responsive as possible, regular meetings, educational and training programs may be conducted by teleconference or videoconference.

Section 3 - Quorum: Those members present at a properly called regular or special meeting of the Chapter shall constitute a quorum for the transaction of business properly brought before the membership at that meeting.

Section 4 - Rules: The order of business at any meeting shall be previously ascertained by the Executive Committee, consistent with the purpose of the meeting. The rules contained in the current Robert's Rules of Order, as interpreted by the presiding officer, shall govern the conduct of business at any meetings.

Section 5 - Patriotism: The American Flag shall be displayed and honored at all meetings of the chapter.

Article Seven - Executive Committee

Section 1 - Composition: The Executive Committee of this Chapter shall serve as a Board of Directors for the organization. The Executive Committee shall be composed of all of the Chapter's elective officers and appointed committee chairs, plus the immediate past President serving in an advisory capacity, and the Assistant Secretary and Assistant Treasurer as appointed. Committee chairs shall be appointed by the Chapter President with the approval of the Executive Committee.

Section 2 - Quorum and Vote: One-half of the Executive Committee shall constitute a quorum capable of transacting Chapter business that may be properly brought before it for resolution. Each member of the committee is entitled to one (1) vote, excepting the immediate past President. Proxy voting shall not be permitted.

Section 3 - Responsibilities: The Executive Committee shall have supervision, control, and direction of the affairs of this Chapter; shall determine its policies, or changes therein, within the limits of the Chapter Bylaws; shall actively execute its purposes; and shall have discretion in the disbursement of funds. It may appoint such agents, as determined required, to properly conduct the Chapter affairs. The Executive Committee conducts Chapter business in a collaborative manner.

Section 4 - Executive Meetings: The Executive Committee shall hold its annual meeting prior to the Chapter's Annual Meeting, at a date, time, and place previously announced to each Executive Committee member by the President. The President must call an Executive Committee meeting when so requested by three (3) or more members of the committee. Notice of Executive Committee Meetings shall be made to all members by such means as determined by the President (in-person, electronic/ virtual, and/or telephonic method). Minutes of all Executive Committee meetings shall be taken and maintained for official record by the Secretary. This annual meeting may be postponed under an emergency situation by the President or presiding officer.

Article Eight - Officers

Section 1 - Elective and others: The elective officers of this chapter shall be: President, 1st Vice President (VP), 2nd Vice President, Secretary and Treasurer. The 1st VP and 2nd VP positions may be combined and responsibilities consolidated if deemed necessary for flexibility by the Executive Committee and if the Chapter elects.

The offices of Secretary and Treasurer may also be combined, if the Chapter elects. All regular members and surviving spouses in good standing may serve as Chapter Officers. Likewise, all regular and surviving spouses are eligible to serve as assistants to the Treasurer, the Secretary, and as members of the Chapter’s Committees. Assistants and committee members shall be nominated by any Executive Committee member, and shall be appointed by majority vote of the Executive Committee. Persons serving as Assistant Secretary and Assistant Treasurer shall be voting members of the Executive Committee.

Section 2 - Election of Officers: Chapter Officers shall be elected annually by the membership at the Chapter’s Regular Meeting held in October (usually). Election may be by ballot or voice vote and the majority of the votes cast shall elect. Each officer so elected shall be installed at the Chapter Annual Meeting and take office immediately.

Section 3 - Term Length: Each elected officer shall serve for a term of one year and/or until his/her successor is duly elected and installed into office. A member shall be eligible to serve more than two consecutive terms if that member is an unopposed
candidate and duly elected by the members.

Section 4 - President: The President shall be the Chief Executive Officer and shall represent this Chapter accordingly. He/she shall preside at Chapter regular meetings, Executive Committee meetings, and shall be a member ex officio, with right to vote, of all committees. He/she shall communicate to the members and to the Executive Committee such timely information or other advice that he/she deems will enhance the purposes of the Chapter. He/she shall be the spokesperson for the Chapter.

Section 5 - Vice President's Responsibilities: The 1st and 2nd VPs serve as members of the Executive Committee and will perform the duties of the next higher office should it be vacated, either temporarily or permanently. A VP is knowledgeable of the President's responsibilities and may represent the chapter at local/ state/national events in the President's absence; and serve as chair or member of committees as necessary. The President may also assign specific duties to the 1st VP and 2nd VP, in addition to their prescribed role, i.e. assisting with meeting logistics (speaker, luncheon check-in and money collection, and raffles).

Section 6 - Disability and Absence: In the event of the President's temporary disability or absence, the 1st Vice President shall perform the duties of the President. In the temporary absence or disability of both the President and 1st VP, the 2nd VP shall serve as President.

Section 7 - Permanent Vacancy: Should a permanent vacancy occur in any elective office, the Chapter’s President may appoint, with approval by the Executive Committee, from the Chapter's active membership a temporary successor to serve the remainder of the Officer's term. If the vacant position is initially that of the President and the 1st VP assumes leadership, he/she may appoint a new, temporary VP successor and both will serve the remainder of the respective term.
At the Annual Meeting, a permanent successor for any vacant position will be elected from candidates recommended by the Executive Committee or nominated from the floor.

Section 8 - Secretary: The Secretary, or his/her assistant, if appointed, shall take and maintain minutes of all Executive Committee meetings, and of that part of a Chapter meeting during which official Chapter business is conducted. The Secretary shall provide a copy of the minutes of meetings to each of the Executive committee members for review, revision, and approval. He/she shall maintain the chapter's correspondence files and provide safekeeping for important Chapter documents and records.

Section 9 - Treasurer: The Treasurer shall maintain a record of all Chapter funds received and expended. He/she shall make expenditures and disburse funds as authorized by the Executive Committee, and approved by the President. He/she may be bonded at the discretion of the Executive Committee. The cost of such bond shall be paid from chapter funds.

The Treasurer shall deposit all chapter funds in a financial institution approved by the Executive Committee. Funds may be withdrawn only upon the signature of the
Treasurer, Assistant Treasurer, if one is appointed, or an alternate from the membership of the Executive Committee, whose signatures are on file at the financial institution.

The Treasurer shall make periodic financial reports as required of him/her by the President. He/she shall receive payments of annual dues and donations, and a roster shall be maintained of the members who have paid dues and are in good standing. The funds, books, vouchers, and records in his/her hands shall, at all times, be subject to inspection and verification by the Executive Committee.

The Assistant Treasurer, if one is duly appointed by the Executive Committee, shall be authorized to perform all of the duties assigned to the Treasurer in the absence of the Treasurer or as assigned by the Treasurer.

Article Nine - Committees

Section 1 - Standing and Special: In addition to the Executive Committee, covered in Article Seven of these Bylaws, the President, in consultation and approval by the Executive Committee, shall annually appoint such standing and special committees as may be required.

Article Ten - Amendments

Section 1 - Revisions: These Bylaws may be amended, repealed, or altered in whole or in part by a two-thirds vote at any duly organized meeting of this Chapter, provided that a copy of any proposed amendments has been mailed or emailed to the last recorded address of each member at least tern (10) days before the date of that meeting.

Section 2 - Approval: These amendments to the Bylaws were approved by a majority vote of the Regular Members attending the membership meeting held on March 30, 2022.

Certified by the Secretary:
Stephen B. Witmer, March 30, 2022

Change Log Jan 30, 2020:
Primarily to change the term Auxiliary to Surviving Spouse and minor edits (for cleanup of typos, formatting, and consistency).

Mar 30, 2022:
Updates and edits (for formatting and alignment with CALMOAA recommendations)

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