About MCARA > Constitution and Bylaws
MARINE CORPS AVIATION RECONNAISSANCE ASSOCIATION, INC
CONSTITUTION AND BYLAWS
AS AMENDED AND RESTATED ON JUNE 5, 2010
ARTICLE 1: NAME
Section 101. The name of this organization shall be the MARINE CORPS AVIATION RECONNAISSANCE ASSOCIATION, INCORPORATED, hereinafter referred to as MCARA.
Section 102. The name MCARA shall be broadly interpreted to include all categories of aerial reconnaissance, electronic warfare, and related support functions.
ARTICLE 2: PURPOSE
Section 201. The main purpose of MCARA shall be to foster, promote, and perpetuate the feeling of comradeship and Marine esprit de corps among its members.
Section 202. MCARA shall also endeavor to preserve the legacy and promote the future of Marine Corps aviation reconnaissance, electronic warfare, and related functions.
ARTICLE 3: INCORPORATION AND ADMINISTRATION
Section 301. CWO-2 Rush Morgan, USMC (Ret), is recognized as the founder of MCARA.
Section 302. MCARA is chartered as a not-for-profit corporation under and pursuant to the laws of the State of Florida, and shall maintain a Registered Agent within the State of Florida as well as all information and documentation required by the Florida Department of State, Division of Corporations. Legal documentation may be viewed at www.sunbiz.org under document N40121.
Section 303. In the event of dissolution of the corporation, its property and monies shall be distributed by the Board of Directors after input from the members, and in accordance with applicable laws.
Section 304. This Constitution and its Bylaws provide in detail for the functioning of the organization.
Section 305. MCARA shall function as a non-political, non-partisan, non-sectarian organization.
Section 306. As used within this Constitution and its Bylaws, the term will denotes futurity, the term may pertains to an optional procedure, and the term shall establishes a function as a mandatory requirement.
ARTICLE 4: MEMBERSHIP
Section 401. Membership in MCARA shall be open to: all Marines, without regard to rank or status, who have served honorably with any aviation reconnaissance or electronic warfare unit, including support units; medical personnel and civilian technical representatives who have served similarly; sponsored individuals; and others who are considered qualified by the Board of Directors.
Section 402. There shall be four categories of membership.
Section 402(a). CHARTER MEMBERSHIP. Charter Members are those members, including a member’s spouse or surviving spouse as co-member, who joined MCARA prior to incorporation in the State of Florida on September 26, 1990.
Section 402(b). REGULAR MEMBERSHIP. Regular Members are those members, including a member’s spouse or surviving spouse as co-member, who joined subsequent to September 26, 1990, and are not either a Sponsored Member or Honorary Member.
Section 402(c). SPONSORED MEMBERSHIP. Sponsored members may be any family member of either a Charter or Regular member or any other person who has stated a strong interest in Marine aviation reconnaissance or electronic warfare, is desirous of becoming a member, and is sponsored by a Charter or Regular member.
Section 402(d). HONORARY MEMBERSHIP. The Board of Directors may recognize non-members as Honorary Members for their contributions to the fulfillment of MCARA’s purpose, or other notable achievements.
ARTICLE 5: OFFICERS
Section 501. MCARA officers shall be the President, Vice President, Secretary, and Treasurer. The Secretary and Treasurer may be a combined office. All officers shall be elected by the MCARA membership.
ARTICLE 6: DIRECTORS
Section 601. MCARA shall be governed by a Board of Directors with full fiduciary responsibility.
ARTICLE 7: REUNIONS AND MEETINGS
Section. 701. A reunion shall normally be held every two years at a time and location designated by the Board of Directors in keeping with the main organizational purpose.
Section 702. A general membership meeting shall be held in conjunction with the biennial reunion.
Section 703. Mini-reunions and other meetings may be authorized and supported with a majority affirmative vote by the Board of Directors.
ARTICLE 8: DUES
Section 801. Members shall pay dues as established by the Board of Directors.
ARTICLE 9: AMENDMENTS
Section 901. This Constitution and its Bylaws may be amended, altered, recalled, or repealed (all commonly referred to as amending) at a scheduled meeting by a vote of those members present and in good standing, combined with absentee votes from other members in good standing.
Section 902. Adoption of a proposed amendment to either the Constitution or its Bylaws shall require a majority affirmative vote of the total votes cast.
ARTICLE 10: GENERAL MATTERS
Section 1001. All Sections of this Constitution and its Bylaws shall be considered inviolable. However, in the event any Section is identified as being not practicably or legally executable, the Board of Directors shall take action to correct the issue.
Section 1002. Members of MCARA shall not receive pecuniary profit, incidental or otherwise, by reason of their membership in the organization.
BYLAW 1: MEMBERSHIP
Section 101. Members in good standing are those whose dues are paid up to and including the current date. Members in arrears are those whose dues have lapsed from one to sixty days. Those members whose dues are more than sixty days in arrears shall be dropped from membership.
Section 102. Members may withdraw or resign from MCARA at any time without prejudice.
Section 103. The spouse of a deceased member (the sponsor) shall assume the membership status of the deceased spouse for the remainder of the paid up membership. Surviving spouses shall remain eligible for membership per Article 4 (Membership) of the Constitution.
Section 104. Life members should communicate with the Secretary to update their personal information at least once every three years. If there is no contact after any three-year period, the member shall be removed from membership. Membership may be reactivated if contact is reestablished.
Section 105. An Honorary Member is a person, not a MCARA member when nominated as an Honorary Member, who has been recognized and approved by the Board of Directors, by a two-thirds majority vote, as a distinguished person pursuant to Article 4 (Membership) Section 402(d) of the Constitution. Any member in good standing may nominate a person, in writing, to the Board of Directors for consideration. The honoree shall remain so honored by MCARA for life, but shall not be permitted to vote or hold office unless otherwise qualified.
Section 106. The granting or issuing of cards or other documents inscribed with the name or emblem of MCARA, thereby implying that the person issuing such documents are members of the association when they are not members, is prohibited.
Section 107. Where required for clarification as used within these Bylaws, the term sponsor refers to a member who qualifies for membership within Section 401 of the Constitution.
BYLAW 2: OFFICERS
Section 201. The officers of MCARA shall be the President, Vice President, Secretary, and Treasurer. The Secretary and Treasurer may be combined under a single officer upon approval of the majority of the Board of Directors, and shall assume the duties and responsibilities of both offices.
Section 202. All officers shall be elected to serve a two-year term and shall be permitted to serve successive two-year terms without limit, but must be elected by the membership to serve each term.
Section 203. The President: (1) shall serve as Chief Executive of MCARA and Chairman of the Board of Directors; (2) shall ensure that the provisions of this Constitution and its Bylaws are observed and enforced; (3) shall prepare an agenda for, and preside at, the biennial Reunion and other meetings, serve as ex-officio member of all committees, and represent MCARA in its relations with federal, state or other governmental bodies; (4) shall
have the authority to designate any officer or member to represent MCARA at ceremonies and meetings; (5) except for the Board of Directors, who are elected by membership, shall appoint all standing committees with the advice and consent of the Board of Directors; (6) shall keep the Vice President fully informed on all matters of importance and seek his counsel; and (7) shall perform such other duties as the Board of Directors may deem necessary.
Section 204. The Vice President: (1) shall assist the President as required; (2) shall perform the duties of the President in the event the President is temporarily absent or unavailable; (3) shall succeed to the presidency in the event the office becomes vacant; (4) shall represent the President at any functions or ceremonies that the President may designate; and (5) shall perform such other duties as the President or Board of Directors may deem necessary.
Section 205. The Secretary: (1) shall be the repository for all MCARA records; (2) shall record the minutes and obtain all data and information of all meetings; (3) shall record notes and minutes of all Board meetings and activities in which official business is conducted; (4) shall prepare or assist the President, Vice President, Treasurer, and Directors in preparing MCARA correspondence; (5) shall prepare and distribute all documents pertaining to proposed amendments to the Constitution and its Bylaws; (6) shall create and maintain membership records, including a membership directory available for distribution; (7) shall submit a membership report (via e-mail, if possible) to the Board of Directors each month; (8) shall assist the Recon Log Book Editor and the MCARA Website Coordinator when required; (9) shall perform the duties of the President in the event the President and the Vice President are temporarily absent or unavailable; and (10) shall perform such other secretarial duties as the President or Board of Directors may deem necessary. When the Secretary is not available during functions or meetings, the President or any member of the Board of Directors may appoint a substitute to take minutes, data, records, and information.
Section 206. The Treasurer: (1) shall be responsible for the financial affairs of the association; (2) shall supervise all deposits and disbursements, and maintain an acceptable accounting of all accounts and transactions; (3) shall report directly to the President and Board of Directors pertaining to bank accounts, budgets, membership fees, income, and expenditures; (4) shall ensure that all banking documents, including signature cards, are maintained and current; (5) shall develop an annual budget for submission to the Board of Directors no later than sixty days after the biennial Reunion, and no later than one year after the Reunion for the second year;
(6) shall provide a financial report to the members during the general membership business meeting of each biennial Reunion; (7) shall submit a financial report (via e-mail, if possible) to the Board of Directors each month; (8) shall be responsible for all governmental tax matters; (9) shall submit the name of a recommended deposit and accounts bank to the Board of Directors for approval; (10) shall maintain a list of MCARA equipment and property; and (11) shall perform such other treasury duties as the President or Board of Directors may deem necessary.
Section 207. The Immediate Past President: (1) shall remain an advisor-at-large for the benefit of the members; and (2) shall perform such other duties as the President or Board of Directors may deem necessary.
BYLAW 3: BOARD OF DIRECTORS
Section 301. The Board of Directors (the Board), a permanent standing committee representing MCARA membership, shall control and manage the affairs of the organization pursuant to the Constitution and its Bylaws, and to the laws that govern not-for-profit corporations in the State of Florida. In performing this duty, the Board, based on sound fiduciary decisions, is authorized to expend unbudgeted monies in support of MCARA’s purposes and related functions, based on a two-thirds affirmative vote of the serving Directors, without seeking approval of the membership for as long as the treasury exceeds $10,000.
Section 302. The Board shall be made up of the MCARA President, Vice President, Secretary, Treasurer (or Secretary/Treasurer), Immediate Past President, and either seven or eight Directors for a total maximum membership of twelve. A validly constituted Board shall have no less than seven members. Ideally, the total should allow for both officer and enlisted representation, and should be an odd number so that tie votes will not occur. An effort should be made to avoid having more than half the members leave the Board at one time.
Section 303. The President shall serve as the Chairman of the Board and be a voting member.
Section 304. New Board members shall be elected or approved by the membership. Members (except for the President, Vice President, Secretary, Treasurer, and Immediate Past President, whose terms are prescribed elsewhere) shall serve no more than three consecutive two-year terms. Serving members shall be reaffirmed at each biennial general meeting.
Section 305. In the event a MCARA officer is unable or unwilling to perform his/her duties, or Board membership falls below seven members, the Board may appoint a temporary member by majority vote, with all the powers of a permanent member, who shall be either approved or replaced by the membership at the next biennial meeting.
Section 306. Pursuant to Article 9 (Amendments) of the Constitution and Bylaw 9 (Amendments) of these Bylaws, decisions by the Board of Directors that affect or change the rules of governance of MCARA made between meetings on behalf of the membership shall be reported to the members and presented to the members as a proposed amendment or other documentation at the next biennial Reunion for adoption, ratification, or approval.
Section 307. Any four Board members, one of whom must be the President or Vice President, shall constitute a quorum at any meeting of the Board.
BYLAW 4: REUNIONS AND MEETINGS
Section 401. A reunion of MCARA shall normally be held every two years, at a location designated by the Board of Directors. The location will normally be moved about the country, west coast, central, and east coast as recommended by a standing Reunion Site Selection Committee. A Board of Directors meeting and a general membership meeting shall be scheduled and conducted at each biennial meeting.
Section 402. Reunions will normally be held on a self-contained basis. However, the Treasurer is authorized to make three thousand dollars ($3,000) available to the chairman of the Reunion Planning Committee to pay for documented items that require a cash outlay or deposit. Also, when the funds in the treasury exceed twenty thousand dollars ($20,000), the Board of Directors may authorize a prudent amount for Reunion subsidy. The Treasurer shall include these items in the annual budget.
Section 403. Other meetings, or mini-reunions, may be authorized by the Board of Directors. Minimum funding and/or subsidy may be authorized by the Board, but the amount authorized must be commensurate with the number of members who benefit.
Section 404. A quorum of members at the biennial Reunion shall be the number of members present at the general membership business meeting.
Section 405. The current version of Robert’s Rules of Order shall be the parliamentary authority for all formal meetings.
BYLAW 5: DUES
Section 501. Dues for enlisted military members shall be $10.00 per year. Dues for officer military members and non-military members shall be $15 per year. Dues for a Sponsored Member shall be the same as for the sponsor. Dues are per individual member; however, a member and identified spouse shall be considered co-members at the individual member rate.
Section 502. A Life Membership for those members 62 years or older shall be available for $100.00 which may be paid in full or in $25.00 installments over a period no longer than six months. At some point in time it may become necessary to assess Life Members a token amount consistent with treasury requirements
Section 503. All dues shall be assessed annually and become payable August 1 of each year.
Section 504. There shall be no specific membership fee other than the initial annual dues.
Section 505. Payment of dues by new, delinquent, or rejoining members shall become effective upon receipt by the Treasurer. Payments received after August 1, but on or before March 31, shall be credited for membership through to the following August 1. Payments received after March 31 shall be credited for membership to August 1 of the following year.
Section 506. There shall be no prorating of dues for either joining or departing members, except as provided for in Section 505.
Section 507. The spouse of a deceased member (the sponsor) may remain a member for the remainder of the paid up membership.
Section 508. Honorary Members shall not be required to pay dues.
BYLAW 6: STANDING COMMITTEES
Section 601. The Board of Directors, a permanent standing committee, shall be comprised and function pursuant to Bylaw 3 (Board of Directors).
Section 602. Temporary or interim standing committees may include Reunion Planning, Reunion Site Selection, Nominating, Amendment, and others as required for MCARA activities. The President, with the consent of the Board of Directors, shall identify staff and duties as required.
Section 603. The President is an ex-officio member of all committees.
BYLAW 7: NOMINATIONS, ELECTIONS, AND VOTING
Section 701. Any member in good standing, except Honorary members, may be nominated as a candidate for officer, Board of Director member, or committee member. A nomination may be made by any member in good standing at any time a vacancy occurs, and shall be presented to the Board of Directors. The Board shall provide for the appointment or election of the nominees.
Section 702. Voting members shall consist of those members in good standing, unless otherwise excluded. Each member shall have one vote. Voting by those present shall normally be by show of hands with names of members casting valid absentee votes, if any, read by the Secretary. The Board of Directors, by a majority vote, may call for a secret ballot.
Section 703. Absentee voting shall normally be available only for amendments to the Constitution and Bylaws. The Board of Directors, by a majority vote, may designate other topics for absentee voting. In that case, all MCARA members shall be notified no later than thirty days prior to the next meeting.
Section 704. Unless otherwise stipulated, a majority vote means an affirmative vote count of more than one half of the votes cast regardless of the number of members present or the number of votes cast, and a two-thirds vote means an affirmative vote count of two-thirds or more of the votes cast, regardless of the number of members present or the number of votes cast.
Section 705. All elections, reelections, or reaffirmations shall occur during the general membership business meeting at the biennial Reunion, and shall be valid until the next biennial Reunion, unless otherwise directed by the Board of Directors as agreed to by a two-thirds affirmative vote. This does not preclude the Board from making interim selections or appointments, at its discretion, in the event a vacancy occurs between Reunions.
BYLAW 8: MEDIA
Section 801. MCARA shall publish a newsletter, The Marine Corps Aviation Reconnaissance Association Recon Log Book (the Log Book), as the primary means of communicating with, and distributing information to, the members. The Editor, designated by the Board of Directors, shall coordinate information and articles with the Board and distribute the Log Book to all members at least twice each year. Any member may submit suggested material for publication.
Section 802. MCARA shall maintain a website (www.mcara.us) containing a wide variety of material that is pertinent to MCARA and its members. The Website Coordinator, designated by the Board of Directors, shall coordinate website information, material, and activities with the Board and the webmaster, and shall assist in the selection of a webmaster and web hosting service. Any member may submit suggested material for inclusion on the website.
BYLAW 9: AMENDMENTS
Section 901. A proposed amendment or change to the Constitution or its Bylaws shall be submitted to the Board of Directors in writing no later than six months prior to the next Reunion, either by a member in good standing or by an Amendment Committee. The proposed amendment as originally submitted, or a subsequent version, shall be approved or disapproved by a majority vote of the Board. If the proposed amendment is approved by the Board, a copy of the proposed amendment shall be distributed either personally or by first class mail to each member no later than thirty days prior to the Reunion, along with notice that the proposed amendment will be voted on for approval in a general membership business meeting at the next Reunion. Members who are unable to attend the general membership meeting are to be afforded an opportunity to vote for or against the proposed amendment(s) in writing or via email to the Secretary prior to the meeting date.
Section 902. In the event a group of members in good standing concludes that a proposed amendment or change should circumvent the Board of Directors, that group shall prepare a suitable petition containing the proposed changes, and the signatures of a minimum of ten percent of the members, and present that petition to the Secretary for consideration at the next meeting. All other requirements for processing and distribution to members shall remain. The Treasurer shall assist the group as required.
Section 903. A vote to adopt and ratify a proposed amendment or change shall be conducted pursuant to Article 9 (Amendments) of the Constitution.
Section 904. In the event the Board of Directors is required to take action contrary to the Constitution pursuant to Article 10 (General Matters) Section 1001 of the Constitution, the Board shall prepare a proposed amendment or other documentation that addresses the issue, and present it to the membership at the next biennial Reunion for adoption, ratification, or approval.
Approved by the membership.
Amended, restated, and adopted by the Board of Directors this __5th__ day of__June__, 2010.
President H. Wayne Whitten
Secretary Terry L. Miner