CONSTITUTION AND BY-LAWS
THE COLUMBIA RIVER CHAPTER
MILITARY OFFICERS ASSOCIATION OF AMERICA
February 16, 2023
We, the members of The Columbia River Chapter of the Military Officers
Association of America, do hereby unite to:
- Exemplify and promote patriotism, love, and respect for our country, flag, Constitution, institutions, and way of life.
- Advocate adequate defense of our country, and support for those serving in the uniformed services as well as veterans, dependents, and survivors.
- Encourage support and participation in the activities, programs, and interests of the Military Officers Association of America.
- Foster fraternal relations and camaraderie within our community among those serving, and those who have served, in the various components and branches of the uniformed military services.
- Promote the welfare, well-being, and education of local service personnel, veterans, dependents, and survivors.
- Provide for, and participate in, programs and activities that support the foregoing.
Therefore, we do hereby establish the following as our Constitution:
The name of this organization shall be The Columbia River Chapter of the Military
Officers Association of America; hereinafter referred to as the Chapter.
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 and former officers of the uniformed services and their National
Guard or Reserve components; protect the rights and interests of active duty,
retired, Reserve and National Guard personnel and veterans 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. The
Chapter is a non-partisan affiliate of the Military Officers Association of America.
Section 1. 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
compensation for their services, but the Chapter Executive Board 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, office, or agent of the Chapter shall be liable for acts
or failures to act on the part of any other member, officer, or agent. No member,
officer, 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
Section 4. The Chapter 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 members. Moreover, no expenditure of funds, or actions and activities of the
Chapter and its Executive Board, shall directly or indirectly, or otherwise explicitly
or implicitly convey, support for political candidates, political parties, and partisan
issues at any level.
Section 1. The membership of the Chapter shall be composed of men and women
who are serving or have served on active duty or in one of the National Guard or
Reserve Components as a commissioned or warrant officer in one of the eight
U.S. uniformed services (Army, Navy, Air Force, Space Force, Marine Corps, Coast Guard, National Oceanic and Atmospheric Administration, and Public Health Service) as well as widows and widowers of any deceased individuals who would, if living, be
eligible for membership.
Section 2. Subject to the provisions of Section 1 above, membership shall be of
three classes: Regular, Surviving Spouse, and Honorary.
Section 2a. Regular Members: Men and women who are or have been
federally commissioned in one of the eight U.S. uniformed services (Army,
Navy, Air Force, Space Force, Marine Corps, Coast Guard, National Oceanic and Atmospheric Administration, and Public Health Services) or the National
Guard or other Reserve Components of those services. These include:
o Officers (whether drawing retired pay or not) who are on the retired
o Active Duty Officers
o Warrant Officers
o Officers serving in one of the National Guard or Reserve
o Former officers who were separated under conditions acceptable to
the Chapter Executive Board
Section 2b. Surviving Spouse Members: Widows and widowers of a
deceased individual, who would, if living, be eligible for Chapter
membership. Surviving Spouse Members have all the rights and privileges
of Regular Members.
Section 2c. Honorary Members: The Chapter Executive Board may grant
honorary membership to certain individuals in recognition of their services
to the nation, the military community, or the Chapter. Honorary membership
may be extended for the purpose of establishing good relations with certain
influential persons, but not be overdone to the extent that honorary
membership loses its special significance. Honorary membership may also
be extended to full-time college students residing in the Southwest
Washington area who are enrolled in the Reserve Officer Training Corps at
their college. In the latter case, honorary membership is granted only for
the period the student is enrolled in the Reserve Officer Training Corps. An
individual eligible for Regular or Surviving spouse membership is not eligible
for this class of membership.
Section 3. Applications for regular or Surviving Spouse membership shall be
submitted in writing to the Chapter Executive Board. Regular and Surviving
spouse members shall submit recommendations for honorary membership in
writing to the Chapter Executive Board. The Chapter Executive Board shall be
empowered to accept or reject any application or recommendation for
Section 4. The Chapter Executive Board may drop any member for good and
sufficient cause after that member has been given an opportunity to be heard.
Section 5. Regular members are required to hold and maintain membership in
the Military Officers Association of America.
Section 1. Except as otherwise provided in these by-laws, all questions coming
before the membership shall be decided by a majority vote of members present.
Section 2. Regular members in good standing and Surviving Spouse members
who are present at a convened meeting of the Chapter shall be entitled to vote.
Section 3. At least ten percent (10%) of Regular Members in good standing and
Surviving Spouse Members must be present at a regularly convened meeting to
constitute a quorum. To be in good standing, dues must be current.
Section 4. Proxy meetings, and proxy votes, shall not be permitted.
Section 5. Honorary members are not eligible to vote.
Section 1. The annual dues for each Regular Member for the next calendar year
shall be determined by the Chapter Executive Board.
Section 2. The annual dues for a calendar year shall become effective and due
on first day of January that calendar year for Regular members. Surviving Spouse,
Honorary members, and Regular Members 90 years of age and over are exempt
from annual dues.
Section 3. The Chapter Executive Board may, without further notice and without
hearing, drop any member from the rolls whose dues remain unpaid after a period
of ninety (90) days past January 1st of the calendar year for which the dues are
due. A member who is dropped from the rolls shall thereupon forfeit all rights and
privileges of membership.
Section 4. Any Regular member who has been dropped for non-payment of dues
may be reinstated upon reapplication for membership and payment of the annual
dues for the current year. Annual dues shall not be pro-rated.
Section 1. There shall be an annual meeting of the Chapter during the first
calendar quarter for annual reports, the election of officers, and the transaction of
other business. Notice of the meeting shall be mailed, e-mailed, or sent by other
electronic means to each member at least fifteen business (15) days in advance.
Section 2. In addition to the annual meeting, at least four regular meetings of the
Chapter shall be held during the year. Notice of each such meeting shall be
mailed, e-mailed, or sent by other electronic means to each member.
Section 1. The elected officers shall be a President, a First (1st) Vice President,
a Second (2nd) Vice President, a Secretary, and a Treasurer. Elected officers must be a regular member in good standing, and may be a member spouse, or Surviving
Section 2. The elected officers shall be elected by the membership at the annual
meeting. Each elected officer shall take office upon being installed at the end of
the annual meeting, and shall serve for a term of two (2) years, or until a successor
is duly elected and installed.
Section 3. A member shall not serve more than two (2) consecutive terms as
President: however, a member may serve more than two terms as President as
long as no more than two (2) terms are consecutive within any six (6) year period
except as otherwise provided by Sections 4 and 6 of this Article.
Section 4. The 1st Vice President shall fill a vacancy in the office of the President
automatically until the next election cycle held in conjunction with the annual
meeting. The 2nd Vice President has the option to either fill the now vacated 1st
Vice President position; or remain as 2nd Vice President. The 2nd Vice President
must decide and inform the Executive Board prior to the next Board or Chapter
meeting—whichever occurs first. Remaining vacancies, except the office of
President, shall be filled as the Executive Board decides subject to concurrence
by the membership at the next regularly convened Chapter meeting.
Section 5. The President shall be the chief elected officer of the Chapter, shall
preside at meetings of the Chapter and of the Executive Board, and shall be a
member ex officio, with right to vote, of all committees except the Nominating
Committee. The President shall also, at the annual meeting and at such other
times as might be deemed proper, communicate to the Chapter or the Chapter
Executive Board information or proposals to help in achieving the purposes of the
Chapter. Further, the President shall perform such other duties as are necessarily
incident to the office of the president.
Section 6. In the event of the president’s temporary disability or absence, the 1st
Vice President shall perform the duties of the President. In the event of the
temporary disability or absence of the President and the 1st Vice President, the
2nd Vice President shall perform the duties of the President. If the President and
both Vice Presidents are unable to temporarily perform the duties of the
President, the Immediate Past President shall perform the duties of President.
The vice presidents shall perform other duties such as the President might
Section 7. The Secretary shall provide timely written notification of all meetings
of the Chapter and of the Chapter Executive Board, and shall maintain a record of
all proceedings. The Secretary shall also maintain the membership records/roster,
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. Furthermore, the Secretary shall
perform such other duties as are commensurate with the office or as might be assigned by the Chapter Executive Board or by the President. It shall be his/her
duty, in coordination with the President and Treasurer, to ensure that all certificates
or forms required by any local, state, or federal statute, are filed in a timely manner.
Section 8. The Treasurer shall perform the functions of receiving income and making disbursements on behalf of the Chapter, regularly reporting the financial transactions and balances to the Chapter’s Executive Board and preparing the proposed annual Chapter Budget and related reporting.
8A. Principal duties of the Treasurer include collecting members’ annual dues and other income; making disbursements in accordance with the approved Chapter Budget or otherwise authorized by the Chapter Executive Board; depositing income, and performing such other related duties as assigned by the Chapter’s President or Executive Board.
Section 8B. The Treasurer is responsible for keeping records of transactions in such recording media and formats that support a clear audit trail, record retrieval, and financial management reports to the Chapter Executive Board.
Section 8C. The Treasurer will coordinate with the Chapter President and Secretary during the fourth quarter of each calendar year to verify that all certificates, filings, and forms required by state or federal statute for the next calendar year are filed in a timely manner including any payment required with a respective filing.
Section 8D. Receipt and disbursement of funds by the Treasurer will comply with written and approved policies and procedures established by the Chapter Executive Board as well as transactions directed and approved by either the Chapter Executive Board or vote by the membership at a meeting convened in accordance with Article VII. A copy of the source documentation of these procedures and policies will be maintained as part of the Treasurer’s records.
Section 8E. Treasurer will also perform those duties and responsibilities as specified in Article XII.
Section 8F. An up-to-date turnover folder specifying actions for recurring processes and procedures to be followed to perform duties as specified in Article VIII, Section 8, and Article XII of the By-laws; documenting all policy instructions related to financial management and practices as directed by the Executive Board; and containing the most recent Audit Report will be maintained by the Chapter Treasurer.
Section 9. The appointed officers shall be the Chapter Chaplain, standing
Committee Chairpersons, Surviving Spouse Representative, and the Service
Representatives for the eight U.S. uniformed services (Army, Navy, Air Force,
Marine Corps, Space Force, Coast Guard, National Oceanic and Atmospheric Administration, and Public Health Services). Service Representatives shall be Regular members. The other appointed officers may be Regular, Surviving Spouse, Honorary members, or member spouses. The President shall make the appointment when a vacancy occurs. The President may leave an appointed officer position vacant provided that the Chapter Executive Board concurs. Appointed officers are expected to serve for a period of not less than two years unless elected to an elected officer position.
Section 10. When either an elected or appointed officer of the Chapter is unable
to attend five (5) consecutive regularly scheduled Chapter and Executive Board
meetings, in any combination, the President will submit for the Executive Board’s
approval a report and recommendation whether to consider the position vacant.
Upon the determination by the Executive Board that a position is vacant, actions
in accordance with these By-laws will be taken to fill the vacancy.
ARTICLE IX—CHAPTER EXECUTIVE BOARD
Section 1. The Executive Board shall be composed of the five elected officers,
the Immediate Past President, currently serving President of the Columbia River
MOAA Foundation (CRMF), and the appointed officers.
Section 2. A member of the Chapter Executive Board who is eligible to vote on
regular Chapter business in accordance Article V, Section 2 also has a vote on the
Executive Board. Any member of the Board who holds more than one position on
the Board has only one vote per motion.
Section 3. The Executive Board shall have supervision, control, and direction of
the affairs of the Chapter, shall determine its policies or changes therein within the
limits of the by-laws, shall actively prosecute its purposes, and shall have
discretion in the disbursement of its funds. It may adopt such rules and regulations
for the conduct of its business as may be deemed advisable and may, in the
execution of the powers granted appoint such agents as it may consider
Section 4. The Executive Board shall not be authorized to adopt resolutions or to
establish positions in the name of the Chapter.
Section 5. The Executive Board shall meet upon the call of the President, at such
time and place as he/she may designate, and shall meet upon demand of a
majority of the Executive Board’s voting members. Notice to the members of the
Executive Board shall be given to each member at least seven (7) days in advance.
Section 6. At least two (2) elected officers shall constitute a quorum at any
regularly scheduled meeting of the Board. The Immediate Past President shall be
considered an “elected officer” for the purpose of determining a quorum.
Section 7. All questions coming before the Executive Board shall be decided by
a majority vote of Board members present, with each voting member of the Board
present being entitled to one vote. Proxy voting shall not be permitted.
Section 8. Any question being considered, or subsequently decided, by the
Executive Board may be subject to ratification by the Chapter membership before
being implemented or executed if either the President (or next senior elected
officer in the absence of the President) so rules, or a majority of the voting
members present so vote.
Section 9. Non-voting members of the Executive Board are encouraged to attend
the Board meeting and participate in the discussion and deliberations of the Board.
Non-voting members may make proposals and offer motions for consideration, but
may not second a motion or vote.
Section 10. Executive Board meetings are open to all classes of Chapter
membership. Members of the Chapter who are not members of the Board may
offer proposals for consideration, but may neither make or second a motion, nor
ARTICLE X—STANDING COMMITTEES
Section 1. The President shall appoint the chairperson for each of the Standing
Committees, and may establish and appoint the chairperson for temporary special
committees when needed.
Section 2. The Standing Committees of the Chapter shall include Programs,
Membership Recruitment, Membership Services, Scholarship, Public Affairs, and
Legislative Affairs Committees.
Section 2a. The President shall assign one Vice President to the
Membership Services Committee as an ex officio member and the other Vice
President to the Programs Committee as an ex officio member. Each Vice
President shall serve as an advisor to the chairperson and the respective
committee to which assigned.
Section 2b. The Public Affairs Committee shall have a representative
serving on the Programs and Membership Services Committees.
Section 2c. The Immediate Past President, the Service Representatives,
and the Surviving Spouse Representative shall serve on the Membership
Recruitment, and Membership Services Committees.
Section 2d. Committees, including the committee chairpersons, will be
comprised of as many members from the Chapter’s general membership as
needed to ensure a broad cross-section of interests and views in sufficient
numbers for the respective committees to adequately perform their responsibilities
and tasks. All members of the Chapter and their spouses, regardless of status,
may serve on committees and may also serve as a committee chairperson. Voting
eligibility is still governed by the provisions of Article V and Section 2 of Article IX.
Section 2e. Subject to the approval of the Executive Board, any standing
committee may be comprised of two or more subcommittees if determined to be in
the best interest of the Chapter in efficiently and effectively performing committee
tasks. The committee chairperson is authorized, with the concurrence of the
Chapter President, to appoint the subcommittee chairperson.
Section 2f. Elected officers other than the President may serve as a
standing committee chairperson for one standing committee. No chairperson for
a standing committee may serve as chairperson for a second standing committee,
but may also serve concurrently as a chairperson for a special committee. Elected
and appointed officers may serve as a committee member on as many committees
as needed commensurate with, and not detracting from, their regular primary
duties on the Board.
Section 3. At least sixty (60) days before the meeting to elect new officers, the
President shall appoint a Nominating Committee to nominate candidates for the
Section 3a. The Committee Chairperson shall be the Immediate Past
President. The Service Representatives shall comprise the remainder of
the committee. Membership on the committee does not preclude such
member from being nominated for an elected office.
Section 3b. The committee shall notify the Secretary in writing, at least
thirty (30) days before the annual meeting, of its proposed slate of officers.
Section 3c. The Secretary shall list in the chapter’s newsletter the
nominated candidates for the elected offices, and mail, e-mailed, or sent by
other electronic means a copy thereof to each Regular member fifteen (15)
days before the annual meeting.
Section 1. Elections shall be held at the annual meeting for the year in which the
current terms of the elected officers end. At the annual meeting, the proposed
slate of officers proposed by the Nominating Committee will be read by the Chapter
Secretary. Additional nominations will be called from the floor. Nominations will
then be closed, and the elections held beginning with the position of president.
Section 2. Candidates not elected to a position for which they were nominated
may, with the nominees’ concurrence, automatically be eligible to be nominated as
a candidate for another elected position.
Section 3. A majority of votes cast by the Regular members present will determine
the outcome for each position.
ARTICLE XII—FINANCIAL ACCOUNTABILITY
Section 1. The Chapter President has overall responsibility for the Chapter’s financial management, accounting, stewardship, and other actions and activities assigned by the Chapter’s By-laws, and policies and procedures approved and issued by the Chapter Executive Board. The President is assisted in executing all financial responsibilities by the Executive Board and standing and special committees appointed by the President.
Section 2. The Chapter’s fiscal year opens on the first day of January of a calendar year and closes on the 31st day of December of that same year.
Section 3. The Chapter Executive Board, in support of the Chapter President, manages the finances of the Chapter as described and limited by this Article and the other Articles within these By-laws. The Board is required to formulate, approve, and issue policies and Chapter-wide procedures as needed to specify actions required for income, expenditure, reimbursement, and acquisition and disposal of assets. The Board shall, to the best of its ability and experience, exercise due diligence and sound business practices in making financial decisions on behalf of the Chapter.
Section 3A. During the fourth quarter of the fiscal year, the Board is responsible for providing budget guidance for the next fiscal year to both the Chapter Treasurer and the Columbia River MOAA Foundation (CRMF). Fiscal guidance should include any special funding or projects projected to have significant impact on the next year’s budgets of the Chapter and also the CRMF.
Section 3B. The Board must approve the annual Chapter Budget prior to the Chapter’s Annual Meeting at the beginning of the calendar year.
Section 3C. The Board must act within the first three quarters of the calendar year on the recommendations contained in the previous year’s Annual Audit.
Section 3D. The Board must approve and follow the agreed procedures as established by the Chapter and CRMF for the collection of donations and disbursement of funds from CRMF.
The Chapter is a non-profit organization operated solely and exclusively for the
purposes set forth in the Preamble hereto. No member of this chapter shall be
liable for the debts, liabilities, or other financial obligations of the Chapter other
than in the proper exercise of functions as an officer of the Chapter.
ARTICLE XIV–THE FLAG
The American flag shall be displayed and honored at all meetings of the Chapter.
These by-laws may be amended, repealed, or altered in whole or in part by a two thirds
vote of the Regular membership present at any duly organized meeting of
the Chapter, provided that a notice that an amendment will be proposed for
consideration has been mailed to each member qualified to vote at least fifteen
(15) days before the meeting, and a quorum is present.
ARTICLE XVI—CHAPTER DISSOLUTION
Upon dissolution of the Chapter, all monies and assets held by the Chapter shall
be transferred to the Columbia River MOAA Foundation (CRMF), an IRC 501(c)3
public nonprofit charity.
The Preamble and By-Laws established by the Articles herein replace and
supersede any previously approved and published Chapter Constitution, By-Laws,
or amendments thereto. This document reflects changes made by previous
Amendments, and new changes needed to facilitate the effective and efficient
operations of the Chapter.
We certify that this Amended Constitution and its By-Laws were approved and
adopted by the membership at the Annual Business meeting of The Columbia
River Chapter of the Military Officers Association of America, at Vancouver,
Washington, on the 20th day of the month of January in the year 2018.
James Morse Rodney Williams
Date: February 16, 2023 Date: February 16, 2023