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Included in the business of the Annual Meeting is a vote on proposed amendments to the bylaws of the Association. Listed below is a copy of the current bylaws with proposed amendments marked in red. Approved: May 15, 2004 Table of Contents
BACKGROUND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1Approved: May 15, 2004 The Marine Corps Reserve Officers’ Association (MCROA) was originally established in 1926 by Marine Reserve officers to further the interests of our country and to preserve our national security through the most effective United States Marine Corps possible. Because the bylaws were amended to include reserve enlisted Marines as members, the organization currently operates under the name of The Marine Corps Reserve Association (MCRA). The organization presently is incorporated as a Virginia non-stock corporation under the name of The Marine Corps Reserve Association, Inc. doing business as The Marine Corps Reserve Association. In 1993, MCROA was incorporated as a Virginia non-stock corporation. In 2003 the organization’s name was changed to The Marine Corps Reserve Association (MCRA) and remains incorporated as a Virginia non-stock corporation and is governed in accordance with the following by-laws: ARTICLE I NAME The name of this organization as provided for in its Articles of Incorporation is The Marine Corps Reserve Association, Inc. which does business as The Marine Corps Reserve Association, and is hereby referred to as the Association. OBJECTIVES AND PURPOSES The objectives and purposes of the Association as stated in the Articles of Incorporation are: to foster the advancement of the professional knowledge of members of the United States Marine Corps Reserve; to promote the interest of the members of the Marine Corps Reserve in the Marine Corps and the interest of the Marine Corps in its Reserve; to represent and assist individual members; and, at all times, to promote the interests of the United States Marine Corps in the broadest and most liberal manner to the end that it may best advance the welfare of and serve to preserve the security of the United States. ARTICLE III MEMBERSHIP SECTION 1 CLASSES OF MEMBERSHIP The Association shall have five classes of membership, to wit: active, life, associate, business associate and corporate. SECTION 2 QUALIFICATIONS FOR MEMBERSHIP The following shall be eligible for membership in the association. a) Active Membership: Any member of the Marine Corps Reserve on active duty, inactive duty, retired, or who served honorably and received an honorable discharge; or any regular officer or enlisted member of the United States Marine Corps in a retired status; shall be eligible for active membership upon payment of dues for this class of membership as set by the Board of Directors. Active membership, once established, will not be changed if the member's status changes from reserve to regular b) Life Membership: Any member of the Marine Corps Reserve on active duty, inactive duty, retired or who served honorably and received an honorable discharge; or any regular officer or enlisted member of the United States Marine Corps in a retired status, shall be eligible for active membership upon payment of dues for this class of membership as set by the Board of Directors c) Associate Membership: Any regular officer or enlisted now in the United States Marine Corps; any individual who has served honorably in the United States Marine Corps; any officer or enlisted of any other service of the United States who at one time was attached to a unit of the United States Marine Corps or its reserve; any Naval ROTC midshipman who has elected a Marine option; and any member of the United States Marine Corps platoon leaders class who has completed his training for commission is eligible for associate membership d) Business Associate Membership: A e) Corporate Membership: A corporation or business shall be eligible for Corporate Membership under criteria established by the Board of Directors. Corporate membership members shall have rights and privileges as established to by the Board of Directors, except that they shall not be eligible to hold office or to vote for officers or delegates to a conference. SECTION 3 ADMISSION TO MEMBERSHIP a) An applicant for active or associate membership shall, upon payment of one year's dues as set by the Board of Directors, become a member of the Association and be eligible for membership in the chapter of his/her choice. All active members b) An applicant for life membership shall, upon payment of appropriate dues for this class of membership, as set by the Board of Directors, become a life member of the Association and be eligible for membership in the chapter of his/her choice. All life members c) If no choice of chapter is expressed, the applicant shall become a member of the chapter closest to his/her residence. d) The records of the national headquarters shall constitute the official membership roll of the Association and shall be the final authority in all questions pertaining to the computation of membership SECTION 4 VOTING RIGHTS AND PRIVILEGES a) Active and Life members shall have all the rights and privileges of membership including but not limited to, the right to hold office and to vote for officers, bylaws changes, resolutions and other business as may properly be brought before the Association. b) Associate, business associate and corporate members shall have all the rights and privileges of an active member except that they shall not be eligible to hold office or vote. SECTION 5 EXPULSION AND DISCIPLINE a) Each chapter shall be the judge of its own membership, subject to the restrictions of the Association's Articles of Incorporation and bylaws. A member may be suspended or expelled from the Association for conduct detrimental to the Association, or for non-payment of dues. b) All charges which could lead to suspension or expulsion must be made under oath in writing by the complainant. No member in good standing shall lose his/her membership until given a full hearing. Any member suspended or expelled after a full and fair hearing by his/her chapter shall have the right to appeal to the Board of Directors. SECTION 6 NON-TRANSFERABILITY OF MEMBERSHIP Membership shall not be transferred from one individual to another. ARTICLE IV ORGANIZATION SECTION 1 CHAPTERS The membership of the Association shall be organized into chapters. Fifteen (15) or more members may apply for a charter for a local chapter. The Board of Directors may waive this requirement and designate a lesser number where circumstances warrant it. SECTION 2 NAMES Each chapter shall bear such name as the members may designate, not to be in conflict with the name of an existing chapter. All chapter names are subject to approval of the Board of Directors. SECTION 3 CHAPTER CHARTERS The national president shall issue a charter to the new chapter upon approval by the Board of Directors and: a) Receipt of a petition signed by at least fifteen (15) members or persons eligible for active or life membership, (or such lesser number as may be designated by the Board of Directors), accompanied by required applications for membership and appropriate dues, and b) Approval of proposed chapter bylaws by the national Judge Advocate General. SECTION 4 ELECTION OF CHAPTER OFFICERS Each chapter in the Association shall hold an SECTION 5 BYLAWS Each chapter shall adopt a set of bylaws, not in conflict with the Association's Articles of Incorporation and bylaws. SECTION 6 AMENDMENTS TO CHAPTER CHARTERS AND BYLAWS Amendments to or revisions of chapters' charters and bylaws shall be submitted to the national headquarters for review by the judge advocate general and approval by the Board of Directors. In the event that any portion of the local charter and bylaws, as amended or revised, shall be determined by the judge advocate general and the Board of Directors to be in conflict with, or not conforming to, the provisions of the Association's Articles of Incorporation and bylaws, such portion shall become invalid without affecting the validity of the remaining portions of such charter and bylaws. SECTION 7 SUSPENSION AND REVOCATION OF LOCAL CHARTER a) Chapter charters may be suspended or revoked by the Board of Directors for violation of the Articles of Incorporation or bylaws of the Association. However, before the suspension or revocation of any charter, notice in writing, setting forth the alleged violation or violations, shall be sent to the president and secretary of the chapter in question at least thirty (30) days prior to the proposed suspension or revocation. Such notice shall provide an opportunity for the chapter to be heard by the Board of Directors. b) A chapter whose charter has been suspended or revoked may be reinstated by the Board of Directors when the cause for such suspension or revocation has been removed. A chapter shall have the right to appeal to the Board of Directors, but in case no appeal is filed within thirty (30) days of the date of suspension or revocation, the matter will be referred automatically to the next Board of Directors meeting, and the Board shall have the power to revoke or reinstate the charter. A chapter whose charter has been revoked shall immediately surrender its books, records and funds to the Board of Directors. c) Any chapter seeking to merge with another chapter, or for other good cause, may request to the Board of Directors to have their chapter dissolved. SECTION 8 DEBTS OF LOCAL CHAPTERS The Marine Corps Reserve Association SECTION 9 MEMBERSHIP Members of the Association may ARTICLE V BOARD OF DIRECTORS SECTION 1 BOARD OF DIRECTORS The governing body of the Association shall be the Board of Directors, comprised of eight (8) SECTION 2 ASSOCIATION OFFICERS The Officers of the Association shall be a president, four vice- presidents, a secretary, a treasurer, and DISTRICT VICE PRESIDENTS The six district vice-presidents shall be members of a chapter, or reside in the districts that they represent. All shall be voting members of the Board. SECTION 4 COUNCILORS-AT-LARGE Councilors-at large will be members of the Board without residence restrictions. All shall be voting members of the Board. The Board of Directors shall be advised by a chairman SECTION 4 All executive authority shall be vested in the Board of Directors. The Board shall have general supervision of the affairs of the Association; shall cause the bylaws of the Association to be properly executed and administered; shall exercise all executive authority, either directly or through its committees; shall have full control and management of all matters as to disputes, discipline, funds or property of the Association, other than funds or property of the chapters, except when otherwise provided by these bylaws; and shall have full power and authority to interpret the bylaws of the Association. The determination of the Board after hearing an appeal as provided in these bylaws shall be final, except as provided in Article IV, Section 7, sub-section (b). The Board shall approve each and every place of deposit of the funds of the Association and fix the maximum amount that may be deposited in each depository. The Board shall examine all reports of chapters and officers, and take such action thereon as may be necessary from time to time and consistent with these bylaws. SECTION 5 Regular meetings of the Board of Directors shall be held at such time and place as the The Board shall form an executive committee comprised of the president, a vice president, secretary, treasurer, staff judge advocate and the chairman. The executive committee shall meet, as required, to act on urgent matters between regular board meetings. All decisions of the executive committee shall be subject to the approval of the Board at its next regularly scheduled meeting. BOARD OF DIRECTORS—COMPOSITION AND TERMS OF OFFICE SECTION 1 COMPOSITION The Association's Board of Directors shall be comprised of its officers and Association Officers: The Association's officers shall be a president, secretary, treasurer, judge advocate general, Board members-at-large: STAGGERED TERMS The Association shall stagger the terms of its voting officers and board members-at-large Category 1: Two (2) vice presidents (Communications, and Association Development), two (2) board members-at-large Category 2: One (1) vice president (Professional Development), two (2) board members-at-large, and the secretary Category 3: One (1) vice president (Membership and Chapter Activities), two (2) board members-at-large SECTION 3 ADVISORS TO THE BOARD OF DIRECTORS a) Chairman of the Board: The b) Vice Chairman of the Board: The c) Advisors ARTICLE VII NOMINATIONS, ELECTIONS, VOTING, PROXIES AND INSTALLATION SECTION 1 NOMINATIONS Any A call for nominations shall be either listed on the Association’s Website, or published in either The Word or a special e-mail communication to the voting membership not later than two (2) A nominations committee comprised of at least three Association members eligible to hold office and vote as provided for in Article III, above, shall be appointed by the national president. All nominations shall be forwarded to this committee in writing. The committee shall screen all nominees for eligibility and forward the list of all eligible nominees to the national president for his review. The list shall then be forwarded to the national headquarters for inclusion on the ballot. SECTION 2 ELECTIONS The names and brief biographies of the nominees shall be either listed on the Association’s Website or published in either The Word or a special communications to the voting membership not later than ten (10) SECTION 3 VOTING Voting shall be by those members eligible to vote and hold office as provided for in Article III, above. Voting may be done in person at the annual meeting or by ballot sent to the National office. Ballot forms shall be either listed on the Association's Website or published in either The Word or a special communication to the voting membership. The Board of Directors shall determine the ballot form. Completed ballots must be received at the national headquarters not later than 5 PROXIES All Association members who are unable to attend the national conference in person shall be provided the opportunity to designate a proxy to vote and to conduct other business on their behalf. A proxy form shall be published in either The Word or a special communication to the voting membership not later than 40 days prior to the national conference. Completed proxy forms must be received at the national headquarters not later than 10 days prior to the convening of the national conference. Proxies received less that 10 days prior to the convening of the National conference shall be considered invalid and will not be validated. All proxies shall be validated by the credentials committee prior to the conduct of Association business at the national conference. To have his/her proxy validated, the submitting individual must be eligible to hold office and vote as provided for in Article III, above, and must be a member in good standing at the time and date the proxy will be exercised. The Board of Directors shall determine the proxy form. SECTION 4 INSTALLATION OF OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS Newly elected officers and board members ARTICLE VIII OFFICERS, ADVISORS AND THE EXECUTIVE DIRECTOR—RESPONSIBILITIES AND DUTIES SECTION 1 PRESIDENT The President shall be the Chief Executive Officer of the Association and represent the Association in all matters pertaining to its affairs. SECTION 2 VICE PRESIDENTS In addition to the duties designated for SECTION 3 SECRETARY The secretary, or in his absence his designee, shall keep a true and faithful record of the proceedings of the annual meeting The secretary shall pay over to the treasurer all monies received belonging to the Association; report at the annual meeting SECTION 4 TREASURER The treasurer shall supervise the administration of all funds of the Association. He/she shall coordinate all matters of finance between the The treasurer shall report at the annual meeting At the expiration of his/her term of office or in case of resignation or removal, the treasurer shall pay and deliver to his/her successor in office all monies, books and property in his possession belonging to the Association. He /she shall perform such other duties as may be directed by the Board. SECTION 5 THE JUDGE ADVOCATE GENERAL The judge advocate general is the legal advisor to the Board of Directors and the president of the Association in all legal matters pertaining to the Association. The judge advocate general shall also act on such other matters of a legal nature referred by individual members or chapters as affect the Association and perform such other duties as shall be assigned to him from time to time by the Board or the president. THE CHAPLAIN The chaplain shall perform divine and non-sectarian services at all meetings of the Association and shall conduct such ceremonies as may be required. SECTION 7 THE MEDICAL OFFICER The medical officer is the medical advisor to the Board of Directors and the president of the Association on all medical matters that are relevant to the Marine Corps. SECTION 6 CHAIRMAN OF THE BOARD The Chairman of the Board of Directors shall serve as an ex-officio member of the Board and solely in an advisory capacity. He shall attend meetings of the Board, the Executive Committee and the annual meeting SECTION 7 VICE CHAIRMAN OF THE BOARD The vice-chairman of the Board of Directors shall serve in place and stead of the chairman in the chairman’s absence. SECTION 8 ADVISORS The advisors SECTION 9 EXECUTIVE DIRECTOR a) The b) The c) The ARTICLE IX: DISTRICT VICE-PRESIDENTS' SECTION 1 DISTRICT VICE-PRESIDENTS The primary duties of District Vice-Presidents shall be to function as an interface between the Board of Directors and the chapters in their respective districts; to represent those chapters to the Board of Directors; and to support them in their fulfillment of the goals and objectives of the District vice-presidents shall report to the president of the association in the performance of their primary duties. When assigned additional responsibilities by the president; working with other association officers or a designated committee, the district vice-presidents shall report to that officer or committee chairman for the specific additional responsibilities assigned. Each district vice-president may appoint, subject to the approval of the Board of Directors, a state councilor for each state within his/her district and the District of Columbia. The District of Columbia shall be considered a state for these purposes. Each district vice-president may appoint, subject to the approval of the Board of Directors, as many area councilors as are necessary to assist him/her in discharging the business of the COUNCILORS-AT-LARGE The duties and responsibilities of the councilors-at-large shall be as prescribed by the national president. ARTICLE X REMOVAL AND EXPULSION SECTION 1 REMOVAL OF ELECTED OFFICIALS Any elected or appointed officer or member of the Board of Directors may be removed from office for failure to perform or for conduct detrimental to the Association. Removal shall require a two-thirds (2/3) vote of the Board members present and voting. Any elected or appointed officer or member who is subject to removal from office shall be given (30) day's notice and an opportunity for a hearing before the board. SECTION 2 EXPULSION OF MEMBERS a) A member may be dropped from membership for nonpayment of dues. Members whose dues are 60 days or more in arrears will be considered lapsed members and will lose all privileges of membership. Members whose dues are one year in arrears will be removed from the membership rolls and will be required to reapply for membership. b) A member may be dropped from the membership by a two-thirds (2/3) vote of the Board for conduct detrimental to the Association. Any member who is subject to loss of membership for conduct detrimental to the Association shall be given thirty (30) days' notice and an opportunity for a hearing before the Board. ARTICLE XI VACANCIES IN OFFICE Vacancies among elected members of the Board of Directors shall be filled for the unexpired portion of the term by appointment by the national president with the approval of the ARTICLE XII ANNUAL MEETING SECTION 1 MEETINGS A general meeting of the membership of the Association shall be held annually at a place and time to be designated by the Board of Directors. A quorum of an assembled annual meeting shall be constituted by a majority of those members present in person or by proxy and eligible to vote. Any active or life member shall be entitled to vote at the National Conference in person or by proxy. Special meetings of the Association may be called by the president upon a two-thirds (2/3) vote of the Board of Directors. SECTION 2 ORDER OF BUSINESS The order of business of the National Conference shall be determined by the Board of Directors. SECTION 3 SECTION 4 CREDENTIALS COMMITTEE The credentials committee shall validate the membership of those persons desiring to vote on issues raised at the annual meeting. SECTION 5 RESOLUTIONS COMMITTEE The resolutions committee shall consider resolutions submitted by the membership and submit a list of recommended resolutions to be voted upon by the membership present at the annual meeting. SECTION 6 OTHER COMMITTEES The president may appoint other committees as deemed appropriate for the conduct of the annual meeting. ARTICLE XIII DUES a) National Dues: The annual national dues of each member of the association shall be set by the Board of Directors. b) Local Dues: Chapters may levy and collect dues from their members. ARTICLE XIV SEAL AND INSIGNIA The Board of Directors may adopt a seal and a distinctive insignia. ARTICLE XV NATIONAL EMERGENCY In the event of war or national emergency requiring the general mobilization of the ARTICLE XVI BYLAWS AND RESOLUTIONS SECTION 1 AMENDMENTS TO THE BYLAWS Any eligible voting member may submit a proposed amendment of the Bylaws to the All proposed amendments shall be submitted to the national headquarters in writing to arrive not later than three (3) months prior to the national conference. Upon receipt of a proposed amendment(s) to the bylaws, the national president shall appoint a bylaws committee of at least three Association members to review the proposed amendment(s) and put it/them in form for consideration by the Board of Directors. All proposed amendments to the bylaws shall be published in either The Word or a special communication to the voting membership with a Board of Directors recommended position not later than 10 A ballot shall be included in the above method of publication, by which the voting membership shall vote for or against the proposed amendment(s). Such proposed amendments shall be approved by a two-thirds (2/3) vote of the members eligible to vote and voting. Ballots must be received at the national headquarters at least 5 SECTION 2 RESOLUTIONS Prior to consideration of any proposed resolutions by the Association members, any such resolutions shall be submitted to, and processed by, the resolutions committee in a manner prescribed by the Board of Directors. ARTICLE XVII RULES OF PROCEDURE The proceedings and deliberations of the Association, including the annual meeting |