Bylaws

SUN CITY CENTER CHAPTER
MILITARY OFFICERS ASSOCIATION OF AMERICA

REVISED AND UPDATED BYLAWS

As revised 28 March 1990, 8 November 1991, 5 August 1992, 4 November 1998,1 April 2009, 3 March 2010, 6 February 2013, 4 November 2015, 1 November 2016, 14 November 2018, 5 November 2019, 4 November 2020, 3 November 2021, and 5 October 2022.

ARTICLE 1 – NAME

Section 1. The registered name of this organization is the Military Officers Association of America, Chapter FL-42, Inc., also known as the Sun City Center Chapter, Military Officers Association of America, hereafter 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 duty, and former officers of the uniformed services and their reserve components
    • protect the rights and interests of active duty, retired, and reserve component personnel of the uniformed services and their dependents and survivors
    • provide useful services for members and their dependents and survivors, and
    • serve the community and the nation.

ARTICLE III – STATUS

Section 1. The chapter is an affiliate of the Military Officers Association of America and the Florida Council of Chapters. The Chapter shall be a non-profit 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 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. No part of said funds shall inure or be distributed to members, except as provided in Section 2 above.

Section 5. In the event of dissolution of the Chapter and after the discharge of all its liabilities, the remaining assets shall be given to a non-profit organization whose purposes and objectives are similar to those of the Chapter, such organization to be designated by a simple majority vote of the Board of Directors.

ARTICLE IV – MEMBERSHIP

Section 1. The membership of the Chapter shall be composed of individuals who are serving or have served on active duty or in one of the reserve components as a commissioned or warrant officer of the U.S. uniformed services (Army, Marine Corps, Navy, Air Force, Space Force, Coast Guard, National Guard, National Oceanic and Atmospheric Administration, and Public Health Service) as well as surviving spouses of any deceased individuals who would, if living, be eligible for membership.

Section 2. Subject to Section 1 above, membership shall consist of officer, surviving spouse, honorary, and special members. Special members are past members who can now not attend any Chapter function and shall be awarded free membership. The Board of Directors shall determine the designation of both honorary and special memberships.

Section 3. Application for officer and surviving spouse membership shall be submitted in writing to the Membership Chair. The Membership Chair shall keep the Board of Directors informed of the status of members. The names of members in question shall be submitted to the Board of Directors for action. The Board of Directors shall be empowered to accept or reject any application or recommendation for membership.

Section 4. Removal of a Member. Any member may be removed from the membership in the Chapter for cause that a majority of the members consider sufficient. The following process must be pursued to accomplish the removal of a member.

A. The Chapter member who recommends the removal of another member must submit the request in writing to the Board of Directors.

1. The letter must clearly state the reason(s) for the proposed action.

2. The letter must be signed by the member bringing the action.

3. The letter must be endorsed and signed by at least two (2) other Chapter members.

B. A member of the Chapter may be removed from membership in the Chapter for nonpayment of chapter dues by the Board of Directors or for cause by a simple majority vote of the members present at a duly constituted meeting of the Chapter. The member under consideration for removal by cause must be notified of the meeting’s time, place, and purpose and must be allowed time to be present an appeal to the members present prior to the vote. A removed member of the Chapter for cause may, within 30 days of removal, request an appeal hearing to the Chapter Board of Directors for reinstatement of membership.

C. After one year from the date of removal for cause, the removed member may apply by letter to the Board of Directors for reinstatement. If approved by a majority vote of the Board of Directors, the reinstatement must also be approved by a majority of the members present at a duly constituted meeting of the Chapter. Any reinstatement of this nature shall be as new members.

Section 5. Officer and surviving spouse members are urged to hold and maintain membership in the national Military Officers Association of America.

ARTICLE V – VOTING

Section 1. Except as otherwise provided in these bylaws, all questions coming before the membership shall be decided by a simple majority vote of the members present at a duly constituted membership meeting.

Section 2. Only officer and surviving spouse members in good standing present at a Chapter meeting shall be entitled to vote.

Section 3. Proxy voting shall not be permitted at any meeting of the Chapter.

ARTICLE VI – DUES

Section 1. Annual dues for each member shall be established by the Board of Directors based on the Chapter’s annual budget needs and approved by the Chapter’s membership at an official Chapter meeting.

Section 2. In conjunction with the Treasurer, the Membership Chair shall be responsible for establishing procedures and processes for collecting annual membership dues. The Board of Directors shall approve such procedures and processes. Periodic changes or updates to the procedures and processes may be made with the approval of the Chapter’s President and briefed to the Board at the next available meeting.

Section 3. Annual dues, while payable anytime, are due 1 January of each year and may be considered delinquent if unpaid by 1 February unless members have made other arrangements to pay their dues.

Section 4. Officer and surviving spouse members who do not pay their dues by 1 March shall no longer be considered members in good standing.

Section 5. In conjunction with the President, it shall be the responsibility of the Membership Chair to recommend delinquent members for termination to the Board of Directors.

Section 6. Any member dropped for nonpayment of dues may be reinstated upon payment of annual dues for the current year.

Section 7. Members who join during the last quarter of the year shall have their dues applied to the following year’s dues.

ARTICLE VII – MEMBERSHIP MEETINGS

Section 1. Whenever written notice is required by these Bylaws or by law, such notice shall be deemed to be delivered when published in the Chapter’s newsletter, which is e-mailed or deposited in the United States mail addressed to the member at the address as it appears on the membership records of the Chapter

Section 2. There shall be an annual meeting of the Chapter during November 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 annual meeting shall be published no later than the Chapter’s October newsletter.

Section 3. Regular meetings of the Chapter shall typically be held each month unless otherwise decided by the Board of Directors. Notice of each meeting shall be in the Chapter’s newsletter. A membership meeting for business purposes will have a quorum of five percent of the membership.

ARTICLE VIII – BOARD OF DIRECTORS

Section 1. The Board of Directors shall be composed of the elected officers who are also voting directors (President, First Vice President, Second Vice President, Secretary, Treasurer, and the immediate past President; and five voting elected directors.

Section 2. The directors shall be elected annually by the membership at the annual meeting. Each elected director shall take office at the first regular or special meeting following the installation and shall serve for one year, and there are no term limits.

Section 3. The Board of Directors shall supervise, control, and direct the Chapter’s affairs. It shall determine its policies or changes within the bylaws’ limits, actively prosecute its purposes, and have discretion in the disbursement of its funds. It may adopt such rules and regulations for its business as deemed advisable. In executing the powers granted, it may appoint such agents as necessary.

Section 4. The Board of Directors shall not be authorized to adopt resolutions or establish positions in the Chapter’s name.

Section 5. The Board shall usually meet each month or upon the call of the President at such times and places as they may designate and shall be called to meet upon demand by a majority of its members. Notice of each special meeting of the Board of Directors shall be mailed, telephoned, or e-mailed to each board member at least 48 hours in advance.

Section 6. A simple 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 simple majority vote of those present, with each member of the Board present being entitled to one vote. Proxy voting shall not be permitted.

Section 8. An Executive Committee of the Board consisting of the elected officers is delegated the power to act for the Board to act on emergency matters or on routine issues that must be disposed of promptly. Approval of three (3) committee members is required for any action taken. The Executive Committee reports to the Board at its next meeting or by e-mail, and its actions are reviewed and included in the minutes of the Board.

Section 9. Vacancies

A. Directors may, by majority vote, fill a vacancy on the Board caused by the death, resignation, or departure of a member from the locality. The appointee shall serve for the unexpired term of the predecessor in office.

B. If the uncertainty of a vacancy exists due to discovery of the ineligibility of a member after having been elected, or when there is an abandonment of the office, an implied resignation, or prolonged neglect or inability to act, directors may, by majority vote, declare the office vacant to clear the record before a member is appointed to fill the vacancy. Declaring a vacancy is not the means of removing a member from Chapter membership. The appointee shall serve for the unexpired term of his predecessor in office.

ARTICLE IX – OFFICERS

Section 1. The elected officers shall be a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer. Each shall be a officer or surviving spouse member of the Chapter. At least one of the Chapter’s Officers must be a member in good standing of the Sun City Center Community Association (SCCCA).

Section 2. The elected officers shall be elected annually by the membership at the annual meeting. Each elected officer shall take office at the first regular or special meeting following the installation and shall serve for a term of one year or until a successor is duly elected and installed. A member shall not serve more than three (3) consecutive terms as President. However, any time served as President in a single appointment prior to election as President shall be exempted.

Section 3. The First Vice President may fill a vacancy in the office of the President. The Second Vice President may fill a vacancy in the office of the First Vice President. The Board of Directors may, by a simple majority vote of those present at a duly constituted meeting, fill a vacancy in any office due to a resigning or deceased officer. The appointee shall serve for the unexpired term of his predecessor in office.

Section 4. The President shall be the chief elected officer of the Chapter, preside at meetings of the Chapter and Board of Directors, and be a member ex officio with a right to vote on all committees except the nominating committee. At the annual meeting and at such other times as might be deemed proper, the President shall also communicate to the Chapter or the Board of Directors information or proposals to help achieve 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 First Vice President shall perform the duties of the President. In the event of the temporary disability or absence of both the President and First Vice President, the Second Vice President shall perform the duties of the President. The Vice Presidents shall also perform other duties as the President might assign.

Section 6. The Secretary shall provide timely written notification of all annual and special meetings of the Chapter and the Board of Directors and maintain a record of all proceedings. The Secretary also shall perform the following 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. Further, the Secretary shall perform such other duties commensurate with the office or as might be assigned by the Board of Directors or by the President.

Section 7. The Assistant Secretary, if needed, shall be appointed by the Board and have all the powers, prerogatives, and duties of the Secretary in his or her absence or disability. He or she shall be a general assistant to the Secretary, performing such duties as the Secretary may assign.

Section 8. The appointed Recording Secretary, if needed, shall take the minutes of all Board of directors’ meetings and membership meetings. He/she shall assist the Secretary as needed.

Section 9. The Treasurer shall maintain a record of all sums received and expended by the Chapter, deposit memberships’ annual dues, make such disbursements as are authorized by the Chapter or the Board of Directors, file such reports as required by governmental agencies, deposit all sums received in a financial institution approved by the Board of Directors, and make a written financial monthly report to the Board of Directors and an oral 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, or in his/her absence, by the President or First Vice President. 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.

Section 10. The Assistant Treasurer, if needed, shall be appointed by the Board of directors and have all the powers, prerogatives, and duties of the Treasurer in his or her absence or disability. He or she shall be a general assistant to the Treasurer, performing such duties as the Treasurer may assign.

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 advisable.

Section 2. The standing committees of the Chapter shall include membership, legislative, personal affairs, and surviving spouses.

Section 3. At least 90 days before the annual meeting, the Board of Directors shall appoint a nominating committee of three officer or surviving spouse members not currently holding elective office to nominate candidates for the elective offices. The committee shall notify the Secretary in writing at least 45 days before the annual membership meeting of its proposed slate of elected officers and directors for the following calendar year. It shall publish the slate no later than in the Chapter’s October newsletter before the annual meeting.

ARTICLE XI – INDEMNIFICATION

To the fullest extent permitted by law, the Chapter shall indemnify its “agents,” as described by law, including its directors, officers, employees and volunteers, and including persons formerly occupying any such position, and their heirs, executors and administrators, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” and including any action by or in the right of the Chapter, by reason of the fact that the person is or was a person as described in the Non-Profit Corporation Act. Such right of indemnification shall not be deemed exclusive of any other right to which such persons may be entitled apart from this Article.
The Chapter shall have the power to purchase and maintain insurance on behalf of any agent of the Chapter, to the fullest extent permitted by law, against any liability asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, or to give other indemnification to the extent permitted by law.

ARTICLE XII – AMENDMENTS

Section 1. These bylaws may be amended, repealed, or altered in whole or part by a two-thirds vote of those members present at any duly constituted meeting of the Chapter. A copy of any amendment proposed for consideration must be published in the Chapter’s newsletter prior to the meeting.

ARTICLE XIII – CONDUCT OF BUSINESS

Section 1. All business will be conducted per these bylaws. If situations develop that the bylaws do not cover, the latest edition of The Standard Code of Parliamentary Procedure by Alice Sturgis will apply. If such a situation appears to be recurring, changes to the bylaws may be in order.

ARTICLE XIV – THE FLAG

Section 1. The American flag shall be displayed and honored at all Chapter membership meetings. The Chapter flag shall also be displayed.

ARTICLE XV – SCCCA FACILITY-RELATED INSTRUCTIONS

Section 1. A copy of the Chapter’s new or revised bylaws shall be submitted to the SCCCA Club Liaison Director (CLD) to be approved, signed, and dated; the original to be put on file with a signed copy to the Chapter for their records. The Chapter must operate under its approved bylaws.

Section 2. If the Chapter hires an employee/consultant, a contract stating the time, duties, compensation/salary, Social Security number, and payment method must be signed with a copy sent to the CLD.

Section 3. The Chapter shall ensure the lights and music are turned off when closing a room.

Section 4. No sale of liquor may be permitted.

Section 5. The Chapter will adhere to all SCCCA rules and procedures approved and adopted at the organization meeting of the Sun City Center Chapter at Sun City Center, Florida, 28 March 1990, as from time to time amended.

Section 6. If requested, the Membership Chair shall send a membership list to the SCCCA by 31 January each year, with the names, addresses, and CA/KP numbers. Chapter members who are not residing in Sun City Center or Kings Point should have their home residence listed.

Section 7. Revisions and/or amendments

Amendments to these bylaws were approved and adopted by a majority of members attending the annual membership meeting on 8 November 1991. These amendments are included herein.

Amendments to these bylaws were approved and adopted by a majority of members attending the annual membership meeting on 5 August 1992. The amendments are included herein.

Amendments to these bylaws were approved and adopted by a majority of members attending the annual membership meeting on 4 November 1998. The amendments are included herein.

Amendments of these bylaws were approved on 12 March 2009 by the Board of Directors. These amendments reflect current deletions and/or omissions thru 12 March 2009. These amendments to these bylaws were approved and adopted by a majority of members attending the annual membership meeting on 1 April 2009.

Amendments of these bylaws were approved and adopted by a majority of members attending the annual membership meeting on 3 March 2010. The amendments are included herein.

Amendments of these bylaws were approved and adopted by a two-thirds vote of members attending the annual membership meeting on 6 February 2013. The amendments are included herein.

Amendments of these bylaws were approved and adopted by a two-thirds vote of members attending the membership meeting on 4 November 2015. The amendments are included herein.

Amendments of these bylaws were approved and adopted by a two-thirds vote of members attending the annual membership meeting on 1 November 2016. The amendments are included herein.

Amendments of these bylaws were approved and adopted by a two-thirds vote of the members attending the annual membership meeting on 14 November 2018. The amendments are included herein.

Amendments of these bylaws were approved and adopted by a two-thirds vote of the members attending the annual membership meeting on 5 November 2019. The amendments are included herein.

Amendments of these bylaws were approved and adopted by a two-thirds vote of the members attending the annual membership meeting on 4 November 2020. The amendments are included herein.

Amendments of these bylaws were approved and adopted by a two-thirds vote of the members attending the annual membership meeting on 3 November 2021. The amendments are included herein.

Revised and Updated Bylaws were approved and adopted by a two-thirds vote of the members at a duly called membership meeting on 5 October 2022. All previously adopted amendments are included herein.

/s/ _ _______________________ Received/Approved: ___________________
Club Liaison Director Date:
Sun City Center Community Association