AMENDED BY-LAWS
OF
COLUMBIA RIVER MOAA FOUNDATION (CRMF)
ARTICLE I—NAME and DEFINITIONS
Section 1. The name of this nonprofit organization shall be the Columbia River MOAA Foundation (CRMF); hereinafter referred to as the “Foundation”. The Board of Directors may at its pleasure change its name.
Section 2. The Foundation is a subsidiary of the Columbia River Chapter of the Military Officers Association of America (MOAA); hereinafter referred to as the “Chapter”.
Section 3. The Foundation is a public nonprofit charitable organization operated exclusively for purposes beneficial to the interests of the nation and its uniformed services personnel (active, former and retired), their dependents, kin, and survivors.
Section 4. The Foundation shall have and continually maintain a registered office and agent in Washington State.
ARTICLE II—PURPOSES
Section 1. This Foundation is organized and shall be administered and operated exclusively to receive, administer and expend funds for the following charitable and administrative purposes within the guidance of Section 501(c)(3) of the Internal Revenue Code:
(a) To financially support educational scholarships at local post high school institutions of higher learning (such as, but not limited to: Clark College Foundation and WSU Foundation). This account is currently named the “Scholarship Fund”.
(1) The Foundation reserves the right to financially expand support to Junior ROTC students at high schools in the SW Washington local area based on asset availability and concurrence of the Board of Directors.
(2) Individuals with family connection to the class identified in Article 1, Section 3, above, are also eligible.
(b) To financially assist uniformed services personnel and their families, including Guard and Reserves (active, former, and retired), veterans, and dependents and survivors of the foregoing. This account is currently named the “Support the Troops Fund.”
(c) To engage in charitable and educational activity in fulfillment of the foregoing.
(d) To establish all activities necessary to carry out the purposes of the Foundation.
(e) To engage in any and all lawful activities incidental to the foregoing purposes except as restricted herein.
Section 2. In order to accomplish its charitable and educational purposes, and for other purpose or purposes, the Foundation shall have all the powers possessed by a nonprofit organization under Washington State Charitable Solicitations Act law (Chapter 19.09 RCW). These powers include, by way of example and not limitation, the power:
(a) To accept donations in the form of cash, bonds, or securities from members and non-members;
(b) To acquire, hold, encumber, and transfer an estate or interest in real or personal property;
(c) To be beneficiary of a trust, or will;
(d) To institute, defend, intervene, and participate in a judicial, administrative, or other governmental proceeding, or in arbitration, mediation, or any other form of alternative dispute resolution;
(e) To assert claims;
(f) To make contracts; and,
(g) To do all other acts necessary or expedient for the administration of the affairs, and attainment of the purposes of the Foundation provided, however, that the Foundation shall not, except to an insubstantial degree, engage in any activities or exercise of powers that are not of the primary purpose of the fund.
ARTICLE III—MEMBERSHIP
Membership shall be comprised of those individuals eligible to join the Columbia River Chapter of the Military Officers Association of America.
ARTICLE IV—DUES
There are no annual dues. However Officers and members of the Board must be members in good standing of the Chapter.
ARTICLE V—OFFICERS / BOARD OF DIRECTORS
Section 1 – Officers. There shall be four officers of the Foundation: President, Vice President, Secretary, and Treasurer, all of whom must be members of good standing of the Chapter.
(a) The initial cadre of officers shall be appointed by the Chapter Board of Directors, and shall serve until a slate of officers is elected at the annual meeting of the Chapter immediately following their appointment.
(b) Beginning with the annual meeting of the Chapter immediately following their appointment, and at Chapter annual meetings in subsequent years, Officers shall be elected by the Chapter members and serve terms beginning with their election. A simple majority of those voting at the Annual Chapter meeting shall be required for elections of Officers.
(c) Officers shall serve until either re-elected, another person is elected into their position, or they resign. They shall serve unlimited two year terms, which shall be staggered as determined by the Foundation Board of Directors,
(d) Officers shall also be members of the Board of Directors of the Foundation during their terms of office.
(e) Officers resigning their positions between elections shall be replaced by the Chapter Board of Directors as soon as feasible upon their vacation of the position. They will serve until the next annual meeting of the Chapter, at which time they or another candidate will be elected into the vacated position.
Section 2 – Board of Directors. The Board of Directors shall consist of the four elected Officers of the Foundation plus the then serving members of the Executive Board of the Chapter. Members of the Chapter Executive Board may choose to not serve on the Foundation Board by so notifying the Foundation President. The Officers of the Foundation shall serve as the Officers of the Foundation’s Board of Directors.
(a) Directors, other than officers, vacating their positions shall normally remain members of the Foundation Board of Directors until their successor has been qualified under the rules of the Chapter.
Section 3. There shall be no limitation to the number of terms any officer or other member of the Board of Directors may serve so long as they remain qualified under Sections 1 or 2, above.
Section 4. No officer, director, or agent of the Foundation shall be liable for acts or failures to act on the part of any other director, officer, or agent.
Section 5 – President. The President is the chief executive officer of the Foundation. S/he shall preside at all meetings of the Foundation Board of Directors. S/he shall have the power to appoint committees as may be necessary. His/her signature or the signature of the Vice President in addition to the Treasurer’s shall be essential and required for the validity of all checks/disbursements. The President shall vote only in the event of a tied vote.
Section 6 – Vice President. In the event of the President’s temporary disability or absence, the Vice President shall perform the duties of the President. In the event of the temporary disability or absence of the President and the Vice President, the Secretary shall assume the role and duties of the President. The Vice president shall perform other duties such as the President might assign.
Section 7 – Secretary. The Secretary shall take and maintain a written record of all meetings of the Foundation and provide timely written notification of all meetings. The Secretary shall also prepare such correspondence as might be required, maintain the Foundation correspondence files, and safeguard all important records, documents, and valuable equipment belonging to the Foundation. It shall be his/her duty, in coordination with the President and Treasurer, to insure any certificates or forms required by any statute, local, federal, or state are filed in a timely manner. Furthermore, the Secretary shall perform such other duties as are commensurate with the office or as might be assigned by the President.
Section 8 – Treasurer. The Treasurer shall receive and maintain a record of all funds paid to the Foundation and shall deposit same in the official depositories and shall make disbursements by the order of the Board of Directors. S/he shall countersign all checks. No special fund may be set aside that shall make it unnecessary for the Treasurer and President or Vice President to sign checks issued upon it. His/her accounting and books shall at all times be open to the inspection by the President, Board of Directors, and any authorized auditors. S/he shall make financial reports at least quarterly and such other times as the President or Board of Directors may require. His/her accounting and books shall conform to accepted accounting principles.
Section 9. All officers and directors of the Foundation Board of Directors and committees shall serve without compensation from the Foundation.
Section 10. Foundation administrative expenses shall be borne by the Chapter’s general fund to the maximum extent possible.
ARTICLE VI— MEETINGS
Section 1 – Annual Meeting. The Board of Directors shall hold an annual meeting during the first quarter of the each calendar year, usually in conjunction with the Columbia River Chapter MOAA annual meeting. The purpose of the annual meeting shall be to elect officers as appropriate and to report financial statements of the Foundation.
Section 2 – Regular Meetings. The Board of Directors shall meet at least quarterly for the purpose of reviewing such business as may properly come before it, including the review of the corporation’s financial statements/ disbursements. Disbursements must be approved by a simple majority of the Board of Directors present. Meetings shall normally be held immediately following, and, at the location of, the Columbia River Chapter MOAA Board meetings. Agendas shall be distributed to all CRMF officers and board members prior to the meeting. Minutes of all meetings shall be recorded. Approved minutes shall be maintained by the Secretary in perpetuity.
Section 3 – Special Business Meetings. Special business meetings may be called by a vote of the Board at a preceding regular meeting, or by the President or a majority of the Board of Directors at any time. Notice of a special business meeting, stating the purpose of the meeting, shall be given to each officer and member of the Board by the usual means. No other business shall be conducted at any such meeting. The meeting business may be conducted by written electronic or telephonic means provided all officers and directors receive sufficient opportunity to respond. Minutes of all special meetings shall be recorded; approved minutes shall be maintained by the Secretary in perpetuity.
Section 4 – Quorum. At least two elected Officers shall constitute a quorum at any meeting of the Foundation Board.
Section 5 – All questions coming before the Board shall be decided by a simple majority vote of the Board members present, with each member having one vote. Proxy voting shall not be permitted.
ARTICLE VII—LIMITATIONS
Section 1. The Foundation is organized and operated exclusively for charitable and educational purposes within the meaning of Sections 170(c)(2)(B) and 501(c)(3) of the Internal Revenue Code. No substantial part of the activities of the Foundation shall be to influence legislation.
Section 2. The Foundation shall be a non-profit charitable organization, operated exclusively for the purposes specified in Article II above.
Section 3. Officers, Directors, and appointed officials shall not receive any compensation for their services, but the Board of Directors may authorize reimbursement of reasonable expenses incurred in the performance of their duties.
Section 4. Nothing herein shall constitute members of the Foundation as partners for any purpose. No member, officer, director, or agent of the Foundation shall be liable for acts or failures to act on the part of any other member, officer, or agent. No member, officer, director, or agent will be liable for acts or failures to act under these By-Laws, excepting only acts or failures to act arising out of willful malfeasance or misfeasance.
Section 5. The Foundation shall use its funds only to accomplish the purposes specified in Article II above, and no part of said funds shall inure or be distributed to officers or directors other than for reimbursement of approved expenses in accordance with Article 3, above. Moreover, no expenditure of funds, or actions and activities of the Foundation or its Board of Directors, shall directly or indirectly, or otherwise explicitly or implicitly convey, or provide, support for or against political candidates, political parties, or partisan issues at any level.
ARTICLE VIII—COMMITTEES
The President shall appoint standing and special committees such as might be required by these By-Laws or might be advisable.
ARTICLE IX—FINANCIAL ACCOUNTABILITY
Section 1. The Foundation fiscal year opens on the first day of January of the calendar year, and closes on the 31st day of December of that same year.
1A. The financial books of the CRMF shall be audited on a regular basis (at least annually) by a committee selected by the Columbia River Chapter President as codified in the chapter’s General Procedures Audit Guide.
Section 2. The Board of Directors manages the finances of the Foundation as described and limited by this Article and the other Articles within these By-Laws. Furthermore, the Board of Directors shall, to the best of its ability and experience, exercise due diligence and sound business practices in making financial decisions on behalf of the Foundation.
Section 3. Foundation funds shall be kept in interest bearing accounts when possible and practical.
Section 4. The Foundation has an “open book” policy, and any Member may request to examine the financial records of the Foundation and the minutes of the Board of Directors meetings by scheduling such a meeting with the President, Secretary, or Treasurer as appropriate. In addition, annual returns (e.g., IRS Form 990 or IRS Form 990-EZ are available to the public for inspection upon request and without charge (except for a reasonable charge for copying).
ARTICLE X—LIABILITY
No Officer or Director of this Foundation shall be liable for the debts, liabilities, or other financial obligations of the Foundation when properly exercising their responsibilities as an Officer or Director.
ARTICLE XI—AMENDMENTS
These By-Laws may be amended, repealed, or altered in whole or in part by a simple majority of the members present at the annual Chapter meeting, or at any special Chapter meeting called for that purpose, provided that a notice that an amendment will be proposed for consideration has been distributed to each member by usual means electronically or by the United States Postal Service at least fifteen (15) days prior to the meeting.
ARTICLE XII—DISSOLUTION
Section 1 – Distributions Upon Dissolution of the Foundation. Upon any dissolution of this Foundation / corporation under provisions of the laws of the State of Washington for nonprofit corporations, all of its assets remaining after payment of creditors shall be distributed to one or more organizations selected by the Board of Directors which are qualified as exempt from taxation under the provisions of Sections 501(a) and 501(c) of the Code, or any successor statutes, and which further the purposes set forth in Article II including the Columbia River Chapter of the Military Officers Association of America. In the event no such organization exists or the Board of Directors fails to select such an organization, any such assets shall be distributed upon dissolution in the manner provided by law; provided, however, that in no event shall any of the corporation’s assets be distributed to an Officer, Director, member or other individual having a personal or private interest in the activities of this Foundation / corporation.
Section 2 – Upon Dissolution of the Chapter. In the event of dissolution of the Chapter the Foundation shall become an independent and self-governing entity. The then current officers shall remain in place, and may amend these By-Laws as needed to continue independent operation of the Foundation. Each officer, including the President, shall have one vote. On resignation or loss of any officer, the remaining officers shall select and appoint a replacement; a simple majority vote of those officers remaining shall be required for the appointment. The officers may, at their own discretion as a group, appoint members to a Board of Directors of the Foundation. All Officers and Board members must be current members of the Military Officer’s Association of America.
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This is to certify that these Amended By-Laws were approved and adopted at the annual membership meeting of the Columbia River MOAA Foundation (CRMF), at Vancouver, Washington on the 21st day of the month of January in the year 2021.
___David Casteel_______________ _______Jonathan Frederick_____
(Printed Name) (Printed Name)
___David Casteel ______________ ________Jonathan Frederick____
(Signature) (Signature)
President & Acting Secretary Vice President