BYLAWS OF USAF MSC ASSOCIATION (MSCA), INC., BOD Approved, Virtual Reunion and Education Session, Oct 2021
ARTICLE I — ORGANIZATION
A. The name of this organization shall be “USAF MSC ASSOCIATION (MSCA), Inc.”
B. The organization may, at its pleasure, by a majority vote of the membership body, change its name but must comply with the dictates of the Official Code of Georgia.
ARTICLE II — OFFICES
The principal office of the corporation shall be the address of the elected corporation Secretary or the address of the Member Support Services Officer. However, the corporation (MSCA) may at all times maintain a registered agent within the State of Georgia. The corporation may have such other offices, either within or without the State of Georgia as the Board of Directors (BOD) may designate or as the business of the corporation may from time to time require. In the event business is conducted in a state or states other than the State of Georgia the Corporation will register in the state(s) requiring such registration.
ARTICLE III — MEMBERS
A. Membership in this organization shall be open to all active, reserve, guard, retired and former United States Air Force Medical Service Corps officers and their spouses or surviving spouses. We are a voluntary organization. We strive for and encourage membership from all areas listed. We will encourage and accept membership without regard to gender, race, ethnicity or sexual orientation. As such, the BOD should reflect the diversity of the membership to the maximum extent possible. Parties desiring to be members shall submit a corporate-approved application to the Secretary and upon acceptance on behalf of the corporation by the Chairman of the Board or Vice-Chairman and payment of dues, shall be deemed members in good standing. A certificate of
membership shall be issued to all members. To remain a member in good standing, dues must be current as determined from time to time by the Board of Directors (BOD).
B. Honorary membership via BOD approval may be bestowed upon any person who hasmade a notable contribution (i.e., monetary donation, voluntary actions, significant support) to the USAF Medical Service Corps (MSC) and who is not otherwise eligible for membership in the Association (MSCA), at the discretion of the Board of Directors. Such honorary members may be retired, reserve, guard or active duty USAF medical service officers or others, to include non-commissioned officers and prominent civilians who have contributed to the advancement, growth, professionalism, and success of the USAF Medical Service Corps (MSC) or its members. Such honorary members shall have no voting privileges and shall not be required to pay dues.
ARTICLE IV — MEETINGS
A. Biennial meetings of the members shall be held in the autumn of every other year., The time and place to be determined by the BOD. If circumstances prevail (such as the worldwide pandemic of 2020) the biennial in person meeting may be postponed for as long as the circumstances dictate. In the place of an in person meeting the BOD may vote to hold a “virtual” or “video conferencing” meeting or reunion to keep all members up to date on all MSCA activities. The purpose of both the virtual and in person meetings are to discuss accomplishments, update strategic plans, establish plans and initiatives, and inform the membership. This may be accomplished prior to the biennial reunion. New BODs may be elected prior to the biennial meeting in accordance with an approved succession plan, provided all members are offered the opportunity to vote. Upon the Chairman’s approval, the Secretary and MSCA Newsletter point of contacts shall produce, record, and deliver announcements to every member in good standing, at his or her postal address or electronic mail address as it appears in the membership records (manual or electronic) of this organization, a notice advising of the time and place of such meeting.
BThe Chairman of the Board or Vice-Chairman may call special meetings (telephone, video conference or face-to-face) of the MSCA when he/she deems it in the best interest of the MSCA membership and MSCA leadership. Notices of such meetings to include time and location shall be mailed to all members at their mailing address or by electronic (e-mail) address as they appear in the membership records at least ten (10) but not more than thirty (30) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such a meeting has been called, the business to be transacted atsuch meeting and by whom called. An agenda will be provided at least seven days beforesaid meeting, and minutes will be posted NLT 15 days after the meeting has occurred.
2.At the request of a majority of the members of the Board of Directors (BOD) or seventy five percent (75%) of the voting members in good standing, (not including honorary members) the Chairman of the Board or Vice-Chairman may call a special meeting but such request must be made in writing at least 10 days prior to the scheduled date. A notice will be mailed or emailed to members in good standing, or otherwise notified, advising them of the date, time and location of the special meeting. No other business butthat specified in the notice may be transacted at such special meeting without the consent of all members present at the meeting.
ARTICLE V –VOTING
The officer or agent having charge of the membership records, normally the Member Support Services Officer, shall make, before each meeting of members, a complete and current list of the members entitled to vote at such meeting arranged in alphabetical order, with the address of each. Members (as defined in Article III, paragraph A.) entitled to vote are those members whose dues are up-to-date and are in attendance at the subject meeting or available via email.Such lists shall be produced, kept open at the time and place of the meeting, and shall be subject to the inspection of any member during the whole time of the meeting. The original records shall
be prima facie evidence as to which members are entitled to examine such list or records and to vote at the meeting(s) of members.
At any membership meeting, the members of the corporation entitled to vote, and who are present, shall constitute a quorum. The number of members present, in person, may transact any necessary business.
Each member of the MSCA, in good standing, will be entitled to vote in accordance with the terms and provisions of the certificate of incorporation and these bylaws. Each member shall have one vote per proposed item being voted on. The majority of voting will be accomplished during a general membership meeting at the biennial reunion. With a motion to vote made and properly seconded a show of hands will be requested and a simple majority of those present will constitute the approved action. If items require to be voted on between biennial reunions, they can be transmitted via electronic means to each member with the description of the item(s) up forvote and procedures for voting via email or electronic survey instruments. Results of these voteswill be transmitted via email to the membership. With regard to the election of members of the Board of Directors. Nominations will be accepted up to two months prior to each biennial reunion. Elections will be conducted by electronic voting or survey instrument between the deadline for accepting nominations and two weeks prior to the biennial reunion. Results of thoseelections will be announced at the first general membership session of the reunion.
If the right of any person to vote at the meeting or via electronic method is challenged, the Chairman of the Board, Vice-Chairman of the Board, and Member Support Services Officer will validate eligibility and either approve or disapprove the specific vote.
ARTICLE VI — BOARD OF DIRECTORS (BOD)
The business and affairs of the corporation shall be managed by the Board of Directors (BOD).The Directors shall, in all cases, act as a board, and they may adopt such rules and regulations forthe conduct of their meeting and the management of the corporation as they may deem proper. They should consistent with these bylaws and the laws of this State, Air Force Core Values, and legal and moral parameters.
B.NUMBER, TENURE, AND QUALIFICATIONS
The number of Directors of the corporation shall be at least three (3) but no more than twelve (12) who shall be members of the Corporation. All Directors will be Medical Service Corps Officers. One Director shall be a member of the Air Force Reserve (Active or Retired) or the Air
National Guard (Active or Retired) (Guard/Reserve Position). Should there not be an available and willing candidate to represent either of these constituencies, that Directorship position may be filled by a duly elected retired or separated Air Force Medical Service Corps Officer. If it is so filled, then the next vacancy on the board will be made available as a Guard/Reserve position. All other Directors will be retired or separated Air Force Medical Service Corps Officers. Board Members cannot be Active Duty Medical Service Corps Officers as stipulated by SAF/JA that limits active duty members roles to non-Board/non-officer positions. Additionally, Each Director shall hold office until his or her successor is elected and qualified.Note: an Active Duty Liaison from the Corps Chief’s office (appointed by the USAF MSC Corps Chief – Usually the MSC Corps Director) will serve in an advisory capacity in lieu of being a Voting Member
C.CLASSIFICATION OF DIRECTORS.
At biennial elections, an acceptable number of Directors shall be elected for one term of six years.The Chairman and Vice-Chairman will develop a succession plan for planning purposes. Based on a vacancy on the Board a Director may be “appointed” by the Board to fill a vacancy. Upon completion of his/her appointed term, such director may run for election for one six-year term. A Board member may not serve consecutive elected terms.
A regular meeting of the Directors shall be held without notice during the biennial reunion and atthe same place as the biennial meeting of members. The Directors may provide, by resolution, the time and place for the holding of additional regular meetings without other notice than such resolution.
E. SPECIAL MEETINGS AND ADVISORS.
1.Special meetings of the Directors may be called at the request of the Chairman, Vice- Chairman or two or more Directors. The Directors may fix the place for holding any special meeting of the Directors. Any such meeting may also be called and carried out by video conference or teleconference with a majority of the members of the Board. An agenda will be provided prior to the meeting and minutes will be posted within 45 days after the meeting.
2.The Chairman of the Board may appoint for a specified period and limited scope a special Advisor to support an initiative of special interest or need to the Association (MSCA). That advisor is accountable to the Chairman of the Board and may provide updates to any designated meeting as determined by the Chairman.
3.Unless notified otherwise, all advisors are required to attend meetings called by the Chairman or Vice-Chairman to advise and assist the voting members. Workgroup members, special guests, and experts may be invited at the request of any Director.
Notice of any special meeting shall be given at least three (3) days prior to the meeting by written notice delivered personally, or by e-mail or mailed to each Director at his/her address of record. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage prepaid.If faxed or e-mailed, such notice shall be deemed to be delivered when the electronic transmission has been successfully completed. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
If the corporation has only three (3) Directors, all must be present to constitute a quorum for the transaction of business; if the corporation shall have more than three (3) Directors, a majority shall constitute a quorum for the transaction of business, but if less than said number is present ata meeting, a majority of the Directors present may adjourn the meeting from time to time withoutfurther notice.
H.MANNER OF ACTING.The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Directors.
1.NEWLY CREATED DIRECTORSHIPS AND VACANCIES.Newly created Directorships resulting from an increase in the number of Directors or vacancies occurring in the board for any reason except an expiring term may be filled by a vote of a majority of the Directors then in office, even though less than a quorum exists. Vacancies occurring due to expiring terms shall be filled by vote of the general membership. A Director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of the predecessor.
I.REMOVAL OF DIRECTORS.
Directors may be removed for cause – integrity violations, conflict of interest, lack of dues payments–by a vote of the members or by the action of the BOD. Directors may be removed without cause only by a majority vote of the members of the MSCA.
A Director may resign at any time by giving written notice to the board, the Chairman of the Board, the Vice-Chairman or the Secretary of the corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the board or such officer, and the acceptance of the resignation shall not be necessary to make it effective.
No compensation—salary, donation, payment in lieu of in-kind services–shall be paid to Directors, as such for their services, but by resolution of the board, a fixed sum and expenses for actual attendance at each regular or special meeting of the board may be authorized. Members may be reimbursed for out-of-pocket expenses in conducting corporation business upon presentation of appropriate documentation and approval by a corporate officer (other than him/her self).Nothing herein contained shall be construed to preclude any Director from servingthe corporation in any other capacity and receiving compensation therefor.
M.PRESUMPTION OF ASSENT.
A Director of the corporation who is present at a meeting of the Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered in the minutes of the meeting or unless he/she shall file his/her written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.
N. CATASTROPHIC EVENT CLAUSE.
When a catastrophic event beyond the control of the MSCA impacts plans, events, operations, or initiatives of the USAF MSC Association, all follow-on actions and decisions must be considered in the context of the By Laws and unanimously approved by all voting members of BOD.
O. EXECUTIVE AND OTHER COMMITTEES.
1.The Board, by resolution, may designate an executive committee or other committees, consisting of two or more persons, or designated Officers to perform specified functions.Each such group shall serve at the pleasure of the Board.
2.Appointed Officers and Standing Committees: There shall be appointed officers and standing committees, as delineated in Article VII, paragraphs F. below, to conduct the ordinary business of the organization. Other ad hoc committees or appointed officers may be established, as determined by the Chairman of the Board and Vice-Chairman, to address special interests, not within the domain of any standing committee. Such appointed officers shall consist of one person; and, committees shall consist of two or more members of the organization who are appointed by the Chairman of the Board and Vice-Chairman for a term of two years maximum, but ending with the closing of the nextbiennial meeting of the membership. Their appointment may be renewed for additional two-year terms at the discretion of the Chairman of the Board and Vice-Chairman.These committee members or appointed officers do not have to be members of the Board of Directors (BOD) but must be members of the MSCA in good standing. The Chairmen of each of these standing committees and the individual appointed officers are required toattend any and all Board Meeting during their tenure in office.
ARTICLE VII — OFFICERS
The officers of the corporation shall be at a minimum, a Chairman, Vice-Chairman, a Secretary and a Treasurer, each of whom shall be elected by the Directors. Such other officers and
assistant officers as may be deemed necessary may be elected by the Directors. Officers may serve in more than one capacity except that the Chairman may not serve as secretary. Officers may also serve in the capacity of Directors if elected in conformance with these bylaws.
B.ELECTION AND TERM OF OFFICE.
The officers of the corporation to be elected by the Directors shall be elected at the time and place of the board meeting after the biennial membership meeting, for a period of two years.Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his death or until he shall resign or shall have been removed in the manner herein provided.
Any officer or agent elected or appointed by the directors may be removed by the directors whenever in the judgment of the directors the best interests of the corporation would be served thereby; such removal shall be without prejudice to the contract rights, if any, of the person so removed.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board to fill the unserved portion of the vacant office.
E.OFFICERS ELECTED BY THE BOARD
The Chairman shall be the principal executive officer (CEO) of the corporation for a period not to exceed two years and, subject to the control of the directors, shall, in general, supervise and control all of the business and affairs of the corporation. He/she shall sign, along with the Secretary of the corporation, certificates of membership of the corporation, any deed, mortgages,bonds, contracts, or other instruments which the directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Directors or by these by-laws to some other officer or agent of the corporation, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of Chairman and such other duties as may be prescribed by the Directors from time to time. The Chairman of the Board shall preside at all meetings of the board, shall review and approve all minutes of meetings of the Corporation, shall preside at all meetings of the members and shall bean ex-Officio member, with vote, of all committees.
In the absence of the Chairman or in event of his death, inability or refusal to act, the Vice- Chairman shall perform the duties of the Chairman, and when so acting, shall have all the powersof and be subject to all the restrictions upon the Chairman. The Vice-Chairman shall perform such other duties as from time to time may be assigned to him/her by the Chairman or by the Directors.
The Secretary shall keep the minutes of the members’ and of the Directors’ meetings in one or more books or in electronic format and see that all notices are duly given in accordance with the provisions of these bylaws or as required. He/she shall be custodian of the corporate records and of the seal of the corporation and maintain the corporate minute book of the corporation and in general perform all duties incident to the office of Secretary and other duties as from time to timemay be assigned to him/her by the Chairman of the Board, Vice-Chairman or by the Directors.
If required by the Directors, the treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Directors shall determine. He/she shallhave charge and custody of and be responsible for all funds and securities of the corporation; receive and give receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with these bylaws and in general perform all of the duties as from time to time may be assigned to him by the Vice-Chairman or by the Directors.
F.APPOINTED OFFICERS, COMMITTEES AND COMMITTEE CHAIRS.
As stated in Article VI, paragraph N.2. Appointed Officers or Committee Chairs of the Corporation do not have to be members of the Board of Directors (BOD) but must be members of the MSCA in good standing. Both are required to attend all Board Meetings unless excused bythe Chairman of the Board or Vice-Chairman. Newly appointed officers must be approved by theboard by majority vote and documented in the Board meeting minutes. There are two categories of standalone appointed officers or groups. One is a single person filling a position and accomplishing a specific narrowly defined set of tasks and then there are designated groups who form committees of two or more persons (total number of members determined by the Chairman of the Committee with approval of the BOD) with a broad scope of tasks. Additionally, as time goes by, appointed officer position may be added or deleted, as necessary, with the approval of the BOD. Additionally, single officer positions may be changed to a Committee and vice versa with the approval of the BOD. The appointed officer’s and committee titles along with their respective roles and responsibilities must be documented in the minutes of the first BOD meeting held following their appointment.
ARTICLE VIII — CONTRACTS, LOANS, CHECKS, AND DEPOSITS
The Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Directors. Such authority may be general or confined to specific instances.
C.CHECKS, DRAFTS, ETC.
All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner, as shall from time to time be determined by resolution of the Directors.
All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Directors may select.
ARTICLE IX — CERTIFICATES AND THEIR TRANSFER
1.Membership certificates of the corporation shall be in such form as shall be determined by the Directors. Such certificates shall be signed by the Chairman and Secretary. All certificates shall be consecutively numbered or otherwise identified. The name and address of the members and date of issue shall be entered on the certificate transfer book of the corporation. All certificates surrendered to the corporation for cancellation shall be canceled and never reissued under the same number except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the corporation as the Directors may prescribe. Membership certificates are not transferable.
2.The corporation shall be entitled to treat the holder of record of any certificate as the holder in fact thereof, and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of this state.
ARTICLE X — FISCAL YEAR
ARTICLE XI — CORPORATE SEAL
ARTICLE XII – WAIVER OF NOTICE
ARTICLE XIII — AMENDMENTS
ARTICLE XIV — DISSOLUTION
Upon dissolution or liquidation of this corporation, any funds or assets will be contributed to organizations contained in the article of incorporation, BOD approved charitable, scholarship, and veteran support organizations, or as provided by the laws of this state.
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