President's Corner

2007

BY-LAWS

PENSACOLA CHAPTER, INC., MILITARY OFFICERS ASSOCIATION OF AMERICA (MOAA)

PREAMBLE

Founded in 1970, The Pensacola Chapter, Inc. is a voluntary affiliate of the national organization Military Officers Association of America (MOAA), successor to The Retired Officers Association (TROA) and the Florida Council of Chapters, MOAA, formerly TROA. The Pensacola Chapter, Inc. is a '501(c) (19) corporation chartered by the State of Florida September 23,1980.

PURPOSE

The purposes of The Pensacola Chapter shall be:

- To inculcate and stimulate love of our country and allegiance to the flag of the United States of America;

- To defend the honor; integrity and supremacy of the government of the United States and the constitution of the United States;

- To advocate military forces adequate to the defense of the United States;

- To foster fraternal relations and camaraderie between all branches of the various services from which our members are drawn;

- To actively support the legislative aims and objectives of the Military Officers Association of America;

- To represent the rights and interests of our members whenever and wherever service matters that could affect them or the security of the United States are under consideration; and

- To aid, assist and help active and retired personnel of the uniformed services from which our members are drawn as well as their dependents and survivors in every proper legitimate manner.

ARTICLE I; MEMBERSHIP AND VOTING RIGHTS SECTION A. MEMBERSHIP

The membership of the Chapter shall be composed of four classes:

1. REGULAR MEMBERS. Persons who are or have been commissioned officers or warrant officers of the seven uniformed services, viz. U.S. Army, U.S. Marine Corps, U.S. Navy, U.S. Air Force, U.S. Coast Guard, U.S. Public Health Service, U.S. National Oceanic Atmospheric Administration, and the National Guard, Reserves, or other components of these Services. These members will be referred to as "Regular Members." Regular Members~must pay Chapter dues and must also maintain membership in the national MOAA organization.

2. AUXILIARY MEMBERS. Widows or widowers of any person would be eligible for Membership, and who are not themselves entitled to Regular Membership as a

Page 1

present or former officer of the seven uniformed services or their components, and who desire to vote and/or hold office in the Pensacola Chapter. These members will be referred to as "Auxiliary Members." Auxiliary Members must pay Chapter dues and must also maintain membership in the national MOAA organization.

3. SOCIAL MEMBERS. Widows or widowers of any person who would, if living, be eligible for Membership, and who are not themselves entitled to Regular Membership as a present or former officer of the seven Uniformed Services or their components, may request the status of "Social Member." Social Members may not vote or hold office in the Chapter. However, while Social Members may not vote or hold office they may take part in Chapter Committee work and are encouraged to do so. Social Members will receive Chapter publications and may attend functions on the same basis as other Members.

a. Qualifying individuals may request Social Membership designation by letter or e-mail to the Board of Directors at any time. Once so-designated, Social Members are required to renew their status annually by submitting a request to the Board of Directors in the month of January.

b. Social Members are not required to pay dues to the Pensacola Chapter. They are strongly encouraged to maintain membership in the national MOAA organization but are not required to do so to remain affiliated socially with the Pensacola Chapter.

4. HONORARY MEMBERS. Nominations for Honorary Membership may be submitted only by Chapter members. The Board of Directors may grant Honorary Membership to individuals in recognition of their services to the Nation, the military community or the Chapter. Normally, a person eligible for Regular or Auxiliary Membership is not eligible for Honorary Membership. Honorary Membership shall not convey any Chapter voting rights and shall not require the payment of Chapter dues.

a. If a person otherwise eligible for Regular or Auxiliary Membership holds an elective or appointive governmental position at the local, state or national level, he/she may be extended Honorary Membership during his/her tenure in office. Under the special circumstances described the designee's affiliation with the national MOAA organization shall be a matter left to individual discretion.

5. No person who is otherwise qualified shall be denied membership solely on the basis of race, religion, national origin or sexual orientation.

SECTION B. APPLICATIONS

1. Applications for membership shall be submitted hi writing to the Board of Directors via the Secretary. Submission of a completed Application Form, provided by the Membership Chairman, will suffice for this purpose. The Board of Directors shall have the power to accept or reject an applicant for membership.

Page 2

2. Recommendations for Honorary Membership shall be submitted in writing to the Board of Directors.

SECTION C. VOTING RIGHTS

1. All Regular and Auxiliary Members in good standing shall have the right to vote and hold office.

2. Unless otherwise provided for in the Articles of Incorporation and these Bylaws, all questions coming before the Membership shall be decided by a two-thirds (2/3) majority vote of Members voting. Only Regular and Auxiliary members in good standing will be entitled to vote. Absentee voting shall be permitted provided that such a vote is by an entitled member who can not attend a called vote, and that such a vote is exercised in writing and reaches the Board of Directors not less than three (3) business days prior to a called vote. When time permits an absentee ballot will be published in the Chapter newsletter. An absentee vote may also be entered by letter or e-mail. All absentee votes shall be submitted to the Chapter Secretary.

3. All issues to be voted upon by the Membership shall be published at least 15 days prior to a meeting at which a vote is to be taken. Publication may be by means of the Chapter newsletter or, at the discretion of the Board of Directors, in a separate mailing to the last known address of members in good standing.

SECTION D. TERMINATION

1. The Board of Directors may vote to drop any Member for good and sufficient cause after the Member has been given an opportunity to be heard. Failure to make payment of Pensacola Chapter dues prior to the date upon which dues become delinquent under these Bylaws and/or failure to maintain membership in the national MOAA organization are grounds for automatic termination of Regular or Auxiliary Membership. Biennially the Secretary shall confirm with the National headquarters the membership status of chapter members.

ARTICLE II; DUES SECTION A. ESTABLISHMENT OF DUES

1 . The Board of Directors shall propose to the Membership any recommended changes to the amount of annual dues. Such proposed changes will be a matter to be voted upon at the annual General Membership meeting.

SECTION B. DUE DATE

1. Annual dues are payable on or before January 1^st of the year for which they are applicable and are considered delinquent on March 1^st.

Page 3

SECTION C. DELINQUENCY

1. Members whose dues are not received prior to February 1^st shall be notified by the Secretary, and, if payment is not made by March 1^st shall, without further notice and without a hearing, be dropped from the rolls and shall thereupon forfeit all rights and privileges of membership.

2. Members who have been dropped from the Chapter rolls for nonpayment of dues may be reinstated upon reapplication and payment of the full amount of dues for the year in which reinstatement is requested.

3. It shall be understood that, should the dates herein prescribed fall on a weekend or postal delivery holiday, the next business day will apply.

ARTICLE III: MEETINGS SECTION A. GENERAL INFORMATION

1. The Membership shall be advised of all meetings of the Board of Directors or General Membership. Notice of all meetings shall be mailed to the last recorded address of each member at least fifteen (15) days before the meeting. Notice under these Bylaws may, at the discretion of the Board of Directors, be satisfied by publication hi the Chapter newsletter.

2. An exception to the notification rule may be made in the case of previously announced Board meetings when, at the discretion of the President, it appears that a quorum will not be available and the meeting is deferred or delayed to another date. In these cases the Membership will be advised that such action has been taken hi the next issue of the Chapter newsletter following such a delayed meeting.

3. Robert's Rules of Order (current edition) shall govern meetings of the organization. Robert's may be waved for the conduct of informal or primarily social gatherings, such as a monthly dinner meetings, at the discretion of the presiding officer.

SECTION B. ANNUAL GENERAL BUSINESS MEETINGS

1. There shall be an annual General Business meeting of the Chapter during the month of November for the determination of annual dues, the receipt of annual reports, the election of officers, and the transaction of other business.a. Issues and questions to be addressed at the General Meeting will be publicized as otherwise provided for hi these Bylaws.

b. Individual Members may pose questions or raise issues from the floor. However, to permit any needed clarification or research Members are encouraged to bring such matters to the Board of Directors at least 30 days prior to the announced meeting date.

Page 4

SECTION C. REGULAR MEETINGS

1. Regular meetings of the organization shall be held during other months of the year according to a schedule to be developed and publicized by the Board of Directors. It shall be within the discretion of the Board to wave a meeting in any given month other than the General Business Meeting. A social breakfast, luncheon, or dinner gathering may satisfy this objective. However, any business conducted may invoke the provisions of Article I.C.2 of these Bylaws.

SECTION D. SPECIAL MEETINGS

1. The President may call Special Meetings of the organization. Notice of any Special Meeting shall include the tune and place and information on the subject(s) to be considered.

a. An exception to the requirement for membership notice, Section A.I, shall be available in the case of Special Meetings. By definition, such meetings may be required on short notice. A report of business therein conducted will be published in the next issue of the Chapter newsletter.

ARTICLE IV; OFFICERS AND BOARD OF DIRECTORS SECTION A. COMPOSITION OF THE BOARD

1. The voting members of the Board of Directors shall be the elective officers, who are the President, the First Vice President, the Second Vice President, the Secretary, the Treasurer, the Immediate Past President, and five (5) Directors, all of whom shall be entitled to one vote. All other Past Presidents, current appointive officers, and committee chairmen, elsewhere described, shall be considered Members of the Board, having a seat and a voice but not a vote (unless they are otherwise voting members of the Board).

2. A majority of the voting members of the Board of Directors (i.e., six (6)) shall constitute a quorum at any meeting of the Board. Votes on matters before the Board shall be decided by simple majority. Absentee voting shall not be permitted.

SECTION B. ELECTION, APPOINTMENT, AND TERM OF SERVICE

1. The elective officers shall be elected biennially by the membership during that year's General Business meeting. A simple majority of the votes cast by Members who are authorized to vote shall elect. The absentee voting provisions of Article I.C.2 otherwise apply. Each elective officer shall be inducted into office at the first Regular or Special Meeting held in the calendar year following his/her election and shall serve for a term of two (2) years and until his/her successor is duly elected and installed.

2. The status of the Immediate Past President is automatic upon inauguration of a new President. The Immediate Past President shall serve a term concurrent with the President's.

Page 5

3. Directors shall be nominated by the President and approved by the Board of Directors. They shall be chosen by the Board at such times that the terms of not more than three (3) shall expire in a given calendar year. Directors shall serve for a term of two years commencing on the date of the first Regular or Special Meeting held in the calendar year following the date on which their nomination is ratified by the Board.

4. No Chapter Member shall be eligible to serve more than two consecutive terms as President, Vice President or Director of the organization. There shall be no limit on the number of successive terms that may be served by the Secretary, Treasurer, or any appointive officer, committee chairman, or committee member.

5. Should an elective officer resign from office, or be otherwise unable to discharge the duties of his/her office, the President shall nominate and the Board of Directors approve a Member to serve ad interim. An election shall be held for the office in question at the next General Membership meeting. The full term of office for a person so-elected shall commence at the first meeting in the calendar year following the election and run as otherwise described in these Bylaws.

6. Should a Director resign, or be otherwise unable to discharge the duties of that position, the President shall nominate and the Board of Directors approve a replacement to serve such a term as to be in consonance with the provisions of subparagraph 3. supra.

SECTION C. FUNCTIONS OF ELECTIVE OFFICES

1. The President is the principal elective officer of the organization; shall preside at all meetings of the organization and the Board of Directors, and shall be a member ex officio, with the right to vote, of all committees except the Nominating and Audit Committees. He/she shall also, at the annual General Business meeting and at other appropriate times, communicate to the organization or to the Board of Directors such information or proposals as would, in his/her opinion, tend to promote the welfare and increase the usefulness of the organization. The President shall prepare an agenda for each meeting of the Board, to be distributed to Board members electronically, preceding a Board meeting. The President also shall prepare an agenda for each General Membership meeting, to be distributed to the Membership by publication in the Chapter newsletter prior to a General Membership meeting. Further, the President shall perform such other duties as necessary incident to the office of the President.

2. The First Vice President shall in the event of the President's temporary disability or absence, perform the duties of the President; the First Vice President shall serve as the Chair of the Programs Committee and is responsible for planning events and obtaining guest speakers.The First Vice President shall also perform such other duties as the President may assign

3. The Second Vice President shall in the event of the temporary disability or absence of
the President and the First Vice President, perform the duties of the President; the Second Vice
President shall serve as the Chair of the Membership Committee. The Second Vice President shall
also perform such other duties as the President may assign.

Page 6

4. The Secretary shall give notice of all meetings of the organization and shall keep a record of all proceedings of Membership meetings; keep a record of all proceedings of the Board of Directors; maintain the membership records; maintain the organization's correspondence files and shall provide safekeeping for all important documents, records and equipment belonging to the organization. The Secretary shall perform such other duties as are commensurate with the office or as may be assigned by the Board of Directors or the President. The Secretary may be assisted in his/her duties by a person with electronic data processing (EDP) skills and resources commensurate with the role of a database manager.

5. The Treasurer shall collect dues and all other monies payable to the Pensacola Chapter, MOAA. He/she shall maintain a record of all sums received and expended for the use of the organization and shall make disbursements as authorized by the Organization or the Board of Directors and approved by the President. All sums received by the Treasurer, for and in behalf of the organization, shall be deposited in an account or accounts hi the name of the organization, which shall be maintained in a financial institution designated by the Board of Directors located in or around Pensacola, Florida. The Treasurer shall make disbursements from the account by check. In the absence of the Treasurer, the President or the First Vice President may sign checks for authorized expenditures. The Treasurer shall make a report to the annual General Business meeting, at meetings of the Board of Directors, and at other times when called upon to do so by the President. The funds, books and vouchers in the possession of the Treasurer shall, at all times, be subject to inspection and verification by the Board of Directors or their designated committee.

a. The Treasurer shall recommend annually to the Board of Directors, and the Board shall approve, the nature and number of accounts hi which the Chapter's funds are deposited. The object of these recommendations is the safety of deposits, the minimizing of avoidable banking charges and/or the maximizing of interest earnings that may be available.

b. hi addition the Treasurer shall maintain cognizance of the Scholarship funds available from Member donations, trusts and interest hi appropriate accounts, and maintain such financial records, so as to protect the unique and "charitable" tax status of such funds. The Treasurer shall provide the Board with projections of available scholarships based on fund management.

c. The Treasurer is Chairman of the Budget Committee.

d. An Audit Committee shall audit the accounts of the organization, maintained by the Treasurer, at least once a year.

SECTION D. FUNCTIONS OF THE BOARD

1. Except that the Board of Directors shall have a regular meeting immediately preceding the time, and at the place of, the annual General Business Meeting, the Board shall meet upon the call of the President at such times and places, as he/she shall designate. The Board shall be called upon to meet upon demand of the majority of its members. The Board of Directors is responsible for development of policy and oversight of regular and special business of the Chapter.

Page7

Committees. Committee Chairs are responsible for acquiring such numbers of committee members as they deem necessary to discharge the functions of the committee.

a. The Chair of the Scholarship Committee is responsible for developing and presenting to the Board of Directors for approval an annual update of the criteria under which Pensacola Chapter Scholarship awards are made. Annually, the Scholarship Committee shall advertise for, screen, and select from among candidates for awards in such numbers as pertinent funds permit. This process shall satisfy a timeframe dictated by the date selected for Scholarship Awards by the Board of Directors.

b. The Budget Committee shall comprise the Treasurer, the First Vice President, and at least one Chapter member who is not a voting member of the Board of Directors.

c. The Audit Committee shall be comprised entirely of Chapter members who are not voting members of the Board of Directors. The Committee's membership may include non-voting members of the Board. A non-member, accredited accountant may also serve as Auditor upon the recommendation of the Chair and approval by the Board of Directors.

2. In addition to the above, the President may appoint such other committees and officers as he/she may deem necessary and appropriate.

3. All designations of appointive officers and committee chairs shall be subject to the approval and concurrence of the Board of Directors.

4. hi establishing and staffing Appointive and Committee functions the President shall seek and encourage participation by Social Members and by the spouses of Chapter members, who would not otherwise be eligible for Chapter membership in their own right.

SECTION C. SPECIAL AND AD HOC COMMITTEES

1. Not later than August of the calendar year, the Board of Directors shall appoint a Nominating Committee of five regular members of the organization who, at the time of their election are not serving as voting members of the Board of Directors. The Nominating Committee will nominate candidates for such elective offices as are expected to be vacant in the succeeding calendar year. The Nominating Committee will ascertain that nominees are willing and able to serve in proposed offices. The Committee will elect its own chairman, who shall notify the Secretary in writing of the names of the members proposed for open elective offices not later than the Board meeting for the month of September. The Secretary shall provide such information to each member at his/her address of record with the organization at least fifteen (15) days prior to the date set for the annual meeting. Notification may be by means of publication in the Chapter newsletter

2. The Board of Directors shall convene a committee to review the Bylaws of the organization on a biennial basis. However, more frequent review may be accomplished when deemed to be necessary by the Board.

Page 8

The Board of Directors shall not be authorized to adopt resolutions or to establish positions in the name of the organization. Such matters shall be decided by two-thirds (2/3) majority vote of voting members at any meeting of the organization for which the issue has been published, and which has been designated a Special Meeting as provided for under these bylaws. Absentee voting provisions of Article I.C.2 apply.

3. Organization funds will be obligated or spent only for expenditures approved through the budget process or by special action of the Board. The Chapter's funds shall be authorized for expenditure only to accomplish the purposes described in the Preamble to these bylaws. No compensation shall be paid to any member of the Board or chapter except to replace personal monies expended on behalf of the Chapter for purposes approved by the Board. At the discretion of the Board such purposes may include some portion of expenses for Board-designated delegates to attend state and national MOAA functions, such as Florida Council Presidents meetings.

4. In September of each year the incumbent Treasurer, as Chairman of the Budget Committee, shall propose a budget for the succeeding year. The Board shall review and act upon the proposed budget not later than October so that any required adjustments to dues can be put before the Membership at the November Annual Meeting. The budget will take effect in January of the year following its submission.

5. At least thirty (30) days prior to the annual convention of the Florida Council of Chapters of The Military Officers Association of America, the Board of Directors shall elect such delegates and alternates to the aforesaid convention as may be necessary to represent the organization. The maximum number of such delegates authorized is provided in the Florida Council Blue Book. The President or his/her designated alternate shall attend the annual combined Board/Presidents Meeting of the Florida Council of Chapters if held as additional to the functions of the Council convention. The funding provisions of Article IV.D.3 are germane.

ARTICLE V: APPOINTIVE OFFICERS AND COMMITTEES SECTION A. APPOINTIVE OFFICERS

1. The President shall appoint from the membership a Chaplain and a Judge Advocate. They will serve at the pleasure of the President, performing such duties as the President prescribes. The terms of appointive officers shall be concurrent with that of the President.

SECTION B. COMMITTEE CHAIRMANSHIPS

1. The President shall appoint from the membership the Chairs of a Legislative and National Affairs Committee, a Personal Affairs and Survivor Assistance Committee, a Scholarship Committee, a Public Relations Committee, and an Audit Committee. The President will also appoint representatives to: The Pensacola Naval Air Station Officers Club and the Naval Hospital. There shall also be a Budget Committee, chaired by the Treasurer. Per Article IV.C.l the President is an ex officio member of all Committees except the Nominating and Audit Committees. Committee Chairs are responsible for acquiring such numbers of committee members as they deem necessary to discharge the functions of the committee.

b. The Budget Committee shall comprise the Treasurer, the First Vice President, and at least one Chapter member who is not a voting member of the Board of Directors.

2. In addition to the above, the President may appoint such other committees and officers as he/she may deem necessary and appropriate.

3. All designations of appointive officers and committee chairs shall be subject to the approval and concurrence of the Board of Directors.

SECTION C. SPECIAL AND AD HOC COMMITTEES
1. Not later than August of the calendar year, the Board of Directors shall appoint a Nominating Committee of five regular members of the organization who, at the time of their election are not serving as voting members of the Board of Directors. The Nominating Committee will nominate candidates for such elective offices as are expected to be vacant in the succeeding calendar year. The Nominating Committee will ascertain that nominees are willing and able to serve in proposed offices. The Committee will elect its own chairman, who shall notify the Secretary in writing of the names of the members proposed for open elective offices not later than the Board meeting for the month of September. The Secretary shall provide such information to each member at his/her address of record with the organization at least fifteen (15) days prior to the date set for the annual meeting. Notification may be by means of publication in the Chapter newsletter.- .

2. The Board of Directors shall convene a committee to review the Bylaws of the organization on a biennial basis. However, more frequent review may be accomplished when

deemed to be necessary by the Board.

Page 9

ARTICLE VI; BY LAWS CHANGES

The Bylaws of the organization may be amended or changed, in accordance with ARTICLE VII of the Articles of Incorporation, by a two thirds (2/3) majority vote of the membership at a regular meeting of the organization and only after the membership has been given written notice at least fifteen (15) days in advance of the meeting at which the proposed changes are to be voted. The absentee voting provisions of Article I.C.2 apply. The proposed changes must be consistent with the Articles of Incorporation.

END

RATIFICATION

In accordance with Article VII of the Articles of Incorporation, the above by-laws were presented, voted upon and approved by the membership on 20 November 1980, and amendments were voted upon and approved on 17 June 1982, 19 December 1985, 20 March 1986, 20 November 1986, 18 November 1993, 20 June 1996, 15 November 2001, 21 May 2003, 17 November 2005, and 18 November 2007.

Effective date of this edition: 18 November 2007

/S/ Carmen A. Ciardello George Rastall, Secretary /S/ COL USAF (Ret

RADM USN (Ret)

President