BYLAWS
of
RESERVE ENLISTED ASSOCIATION OF THE UNITED STATES
ARTICLE I - NAME
The name of the corporation is the Reserve Enlisted Association of the United States. The Association is a nonprofit corporation organized under the laws of the District of Columbia.
ARTICLE II - MISSION AND PURPOSES
The mission of the Association is to be as an advocate for the enlisted men and women of the United States Military Reserve Forces in support of National Security and Homeland Defense, with emphasis on the readiness, training, and quality of life issues affecting their welfare and that of their families and survivors.
The purposes of the Association are:
(a) To provide full representation of Reserve enlisted personnel before national, state and local legislatures, the Department of Defense, and military services leadership, and within the family of military associations to educate, inform, and promote the general welfare, readiness, and quality of life of the membership;
(b) To lead in the advocacy of national policies that support enlisted men and women of the United States Military Reserve Forces;
(c) To serve as the voice for Reserve enlisted men and women;
(d) To serve as an agency for the collection and dissemination of information to inform and educate members on issues affecting the Reserve Forces;
(e) To enhance the image of enlisted Reservists to promote greater recognition of the professional skill and performance demanded by their positions;
(f) To support the welfare of members and provide benefits to members or their dependents;
(g) To support programs honoring veterans and promoting patriotic activities;
(h) To provide services such as publications, conferences, research, state and federal relations, counseling, social networking, and fellowship among members;
(i) To strengthen positive relationships among enlisted Reservists, and military and civilian communities; and
(j) To conduct, engage in and promote any lawful act or activity for which nonprofit corporations may now or hereafter be allowed under the laws of the District of Columbia.
ARTICLE III - MEMBERSHIP
Section 1 - Members
The Association shall have Regular and other classes of membership.
Section 2 - Regular Members
A Regular Member shall be an individual serving in or retired from a Reserve component of the United States Armed Forces in an enlisted status. A Regular Member shall be entitled to vote, hold office, and serve as a Director.
Section 3 - Associate Members
An Associate Member shall be an individual who has an interest in the purposes of the corporation and who does not qualify for Regular Membership, including (1) former enlisted members of a Reserve component of the United States Armed Forces, (2) enlisted members serving or having served in any component of the United States Armed Forces, and (3) commissioned and warrant officers serving or having served in a Reserve component of the United States Armed Forces who had prior enlisted status. An Associate Member shall be entitled to vote, but shall not be entitled to hold office nor serve as a Director.
Section 4 - Honorary Members
An Honorary Member shall be an individual not eligible for membership as a Regular or Associate Member or otherwise, elected by a two-thirds vote of the Board of Directors in recognition of significant contributions to the objectives and purposes of the corporation. Honorary Members shall be exempt from the payment of dues. An Honorary Member shall not be entitled to vote, hold office, nor serve as a Director.
Section 5 - Other Classes of Membership
The Board of Directors may establish other classes of membership without the entitlement to vote, hold office, or serve as a Director.
Section 6 - Non-Discrimination
The Association will not deny membership or discriminate against any member on the basis of race, sex, age, religion, national origin, creed, or disability.
Section 7 - Service Sections
The Association shall have three Service Sections: (a) Army, (b) Sea Services, and (c) Air Force. Each Regular Member and each Associate Member shall be assigned to the Service Section for the service in which he or she serves or has served.
Section 8 - Membership Year
Membership shall be effective upon the receipt of a completed membership application and dues by the Association’s national headquarters. The membership year will begin January 1, which shall be the date for annual membership counts.
Section 9 - Dues
The Board of Directors shall establish annual dues, and an annual dues statement shall be sent to each member. Any member whose dues remain unpaid after sixty (60) days shall be removed from membership after notification. Any member who has been removed from membership may be reinstated during the same membership year upon payment of that year’s dues.
Section 10 - Good Standing
Any member not in good standing will be ineligible to receive benefits and services, or to serve as an officer, director, or member of a committee or task force of the Association or any chapter.
ARTICLE IV - MEETINGS
Section 1 - Annual Meeting
There shall be an Annual Meeting of the Association’s membership at a place and time designated by the Board of Directors. The Board of Directors may also call special meetings of the membership.
Section 2 - Notice of Meetings
The Executive Director shall notify members of Annual Meetings and special meetings of the membership, indicating the place and time of the meeting, and, in case of a special meeting, the purpose for which the meeting is called. Notice of the Annual Meeting is to be given no later than the prior Annual Meeting. Notice of a special meeting is to be given not less than thirty (30) days before the date of the meeting.
Section 3 - Quorum and Voting
At any Annual Meeting or special meeting, a majority of those members present in person shall constitute a quorum for the transaction of business. Members shall have voting rights as set forth under Article III. Members may not be represented, nor vote, by proxy.
ARTICLE V - OFFICERS
Section 1 - Officers
The officers of the Association shall be a Chair, a Chair-Elect, Secretary, Treasurer, and Immediate Past Chair. Only Regular Members of the Association may serve as officers.
Section 2 - Chair
The Chair shall be the chief elected officer of the Association and will be known as the Chairman or Chairwoman of the Board. The Chair shall preside at all meetings of the membership, the Board of Directors, and the Executive Committee. The Chair shall appoint members of all standing and ad hoc committees, and shall appoint industry liaison representatives. The Chair shall approve all Association sponsored or co-sponsored meetings other than chapter meetings. The chair shall be an ex officio member of all standing committees except the Nominating Committee. The Chair shall report at the Annual Meeting on the state of the Association and its accomplishments during the year. The office of the Chair shall be rotated among the three Service Sections in the following order: (a) Army, (b) Sea Services, and (c) Air Force.
Section 3 - Chair-Elect
The Chair-Elect shall act in the absence of the Chair.
Section 4 - Immediate Past Chair
The Immediate Past Chair shall act it the absence of the Chair and Chair-Elect. The Immediate Past Chair shall serve as chair of the Nominating Committee.
Section 5 - Election and Succession of the Chair, Terms of Office
At the initial Annual Meeting, a Chair and Chair-Elect shall be elected for one year terms by simple plurality of votes by members eligible to vote. At subsequent Annual Meetings, a Chair-Elect shall be elected by a simple plurality of votes by members eligible to vote, to take office upon adjournment of the business meeting at which the election takes place. At the same time the previous Chair-Elect shall assume the office of Chair and the previous Chair shall assume the office of Immediate Past Chair. A member who has served as Chair may not be re-elected to the office of Chair.
Section 6 - Secretary
The Secretary shall be responsible for all records of the Association, shall keep minutes of all meetings of the membership, Board of Directors, and the Executive Committee, and perform all other duties common to this office, or which may be assigned by the Chair or Board of Directors.
Section 7 - Treasurer
The Treasurer shall be responsible for overseeing all property and assets in the name and to the credit of the Association, and for overseeing full and accurate accounting of receipts and disbursements in accounts belonging to the Association. The Treasurer shall render to the Board of Directors at its regular meetings, or when requested to do so by the Board, an account of the financial transactions of the Association. The Treasurer shall serve as chair of the Finance Committee.
Section 8 - Election of the Secretary and the Treasurer, Terms of Office
The Secretary and the Treasurer shall be elected for terms not to exceed two years by a simple plurality of votes by members eligible to vote at Annual Meetings where vacancies in their offices are scheduled to occur. They shall take office upon adjournment of the business meeting at which the election takes place.
Section 9 - Vacancies
Vacancies in the offices of Chair-Elect, Secretary, and Treasurer may be filled by the Board of Directors until the next Annual Meeting, provided, however, that where a vacancy occurs in the office of Chair-Elect, at the next Annual Meeting the Chair shall be elected by a simple plurality of votes by members eligible to vote, to take office upon adjournment of the business meeting at which the election takes place.
Section 10 - Initial Officers
The initial Board of Directors may appoint officers to serve until the initial Annual Meeting.
ARTICLE VI - BOARD OF DIRECTORS
Section 1 - Board of Directors
The general management and control of the Association shall be vested in a Board of Directors. The Board shall supervise, control, and direct the affairs of the Association. The Board shall actively prosecute the Association’s mission and purposes, and it shall have discretion in the disbursement of the Association’s funds. The Board may adopt such rules and policies for the conduct of its business as it deems advisable, and it may appoint such agents as it deems necessary.
Section 2 - Board Composition
The Board of Directors shall consist of the Chair, the Chair-Elect, the Secretary, the Treasurer, the Immediate Past Chair, three Service Section Directors (one each from the Army, Naval Services, and Air Force Service Sections), up to but no more than six (6) Regular Membership Directors, and the Executive Director. The Army, Sea Services, and Air Force Directors shall belong to, and be elected by members eligible to vote and who belong to, their respective Service Sections. Regular Membership Directors shall be Regular Members, and shall be elected by all members eligible to vote.
Section 3 - Election of Directors
Service Section Directors and Regular Membership Directors shall be elected at the Annual Meeting.
Section 4 - Terms of Office
Service Section Directors shall serve for two year terms, or until their successors are duly elected and qualified. Regular Membership Directors shall serve for two year terms, or until their successors are duly elected and qualified, provided, however, that the initial terms of up to one-half of the initial Regular Membership Directors, as determined by lot, may be limited to one year so that overlapping terms may be created in this category of directors. No Service Section Director or Regular Membership Director shall serve more than two consecutive terms unless elected as an officer.
Section 5 - Vacancies
A vacancy in a Service Section or Regular Membership directorship may be filled by the remaining members of the Board of Directors until the next Annual Meeting, at which time, the remaining term, if any, shall be filled by election of the membership as provided for the particular category of directors.
Section 6 - Removal
An officer or Director may be removed for cause by a two-thirds vote of the Board of Directors.
Section 7 - Meetings
The Board of Directors shall meet at the Annual Meeting and at other times and places as is deemed necessary by the Chair, provided, however, the Chair shall call a meeting when requested to do so in writing by any four (4) members of the Board. Meetings may be conducted in person or by telephone or any other form of communication in which all directors may hear and be heard. Notice of all meetings shall be provided at least seven (7) days in advance.
Section 8 - Quorum and Meetings
A quorum of the Board shall consist of a simple majority of the members of the Board. Unless otherwise provided, any action may be taken by a majority of directors present and voting. Each director shall be entitled to one vote.
ARTICLE VII - EXECUTIVE COMMITTEE
Section 1 - Executive Committee
Subject to terms and conditions of the Board, the Executive Committee may act for the Board of Directors between Board meetings in all matters not specifically reserved to the Board by these Bylaws, provided, however, that issues involving major policy changes, major financial decisions, and major disputes shall be referred to the Board. In addition, the Executive Committee shall be responsible for reviewing the performance of the Executive Director, and shall review the Association’s budget and recommendations regarding the investment of funds.
Section 2 - Executive Committee Composition
The Executive Committee shall consist of the Chair, the Chair-Elect, the Secretary, the Treasurer, the Immediate Past Chair, the Executive Director, and one other director elected from and by the remaining directors.
Section 3 - Meetings
The Executive Committee shall meet as deemed necessary by the Chair. Meetings may be conducted in person or by telephone or any other form of communication in which all members of the Committee may hear and be heard. A majority of the members of the Committee shall constitute a quorum. Actions of the Executive Committee shall be reported and submitted for ratification at the next Board of Directors meeting.
ARTICLE VIII - EXECUTIVE DIRECTOR AND NATIONAL OFFICE
Section 1 - Employment of Executive Director
The Executive Committee shall employ and compensate an Executive Director. The Executive Committee or its designees from the Committee shall fix the Executive Director’s terms and conditions of compensation, and review the Executive Directors’s performance on an annual basis.
Section 2 - Managerial Duties
The Executive Director shall be responsible for the management of the Association under the general supervision of the Board and the Executive Committee. The Executive Director shall employ staff necessary to carry out the work of the Association, define their duties, supervise their performance, fix their compensation within the approved budget, and assign and delegate responsibilities of management.
Section 3- National Headquarters
The national headquarters and principal office of the Association shall be located in Washington, D.C.
ARTICLE IX - NOMINATING COMMITTEE AND ELECTIONS
Section 1 - Nominating Committee
Within thirty (30) days after the Annual Meeting the Chair shall appoint a Nominating Committee of five (5) members, one of whom shall be the Immediate Past Chair, who shall serve as chair of the Committee. No member of the Nominating Committee shall serve a consecutive term. The Executive Director shall attend all meetings of the Nominating Committee and serve as the staff liaison to the Committee.
Section 2 - Nominating Procedures
Between one hundred and twenty (120) and ninety (90) days prior to the Annual Meeting, the Nominating Committee shall prepare and submit to the membership a nomination for each elected office and directorship to be filled at the Annual Meeting. Additional nominations for an elected office or directorship may be made upon submission of a petition to the Chair no later than forty-five (45) days prior to the Annual Meeting, signed by at least twenty-five (25) Regular or Associate Members.
Section 3 - Election Procedures
The election of officers and directors shall be conducted during the Annual Meeting according to impartial procedures established by the Board of Directors. The Board shall appoint an Election Committee of five (5) members, none of whom shall be a member of the Board or Nominating Committee, to authenticate and count all ballots. The results of the election shall be announced by the chair of the Election Committee prior to the end of the business meeting at which the election takes place.
ARTICLE X - COMMITTEES
Section 1 - Finance Committee
There shall be a Finance Committee consisting of the Treasurer, and at least two other directors appointed by the Chair. The Finance Committee shall advise the Board respecting the annual budget, management of Association bank accounts, investments, and other financial matters. The Executive Director shall attend all meetings of the Finance Committee.
Section 2 - Other Committees
The Chair may appoint such other committees, sub-committees and task forces as are necessary and not in conflict with the Associations’s Articles of Incorporation or these Bylaws. Their duties shall be prescribed by the Chair upon their appointment.
Section 3 - Quorum
Unless otherwise provided for in these Bylaws, a quorum for any standing or ad hoc committee or task force to conduct business shall be a simple majority of the members serving on such committee or task force.
ARTICLE XI - FINANCES
Section 1 - Fiscal Year
The Association’s fiscal year shall begin January 1.
Section 2 - Property and Assets
All property and assets of the Association, real and otherwise, including the right to receive any monies which may be payable to the Association, and monies deposited with banks and other institutions, shall be held in the Association’s corporate name, or in trust for the Association or a particular purpose of the Association.
Section 3 - Trusts
Any property held in trust for the Association or a particular purpose of the Association shall be controlled and managed by at least three (3) trustees, or by a corporate trustee, appointed by the Board of Directors, except as otherwise may be provided in the instrument which creates the trust. To the extent permitted by the trust instrument, the trustees may delegate administration of a trust to the Executive Director or other person approved by the Board.
Section 4 - Bonding
The Board of Directors may require any person who handles money or property of the Association to be bonded in a form and amount acceptable to the Board. The cost of the bond shall be paid by the Association.
Section 5 - Financial Obligations
No person, Chapter, or other entity may commit the Association to any financial obligation without the specific authorization of the Board of Directors.
Section 6 - Annual Audit
The financial records of the Association will be audited annually by an independent auditor appointed by the Board of Directors, and the audited financial statement shall be presented to the Board and distributed to all members in writing within ninety (90) days after the close of the Association’s fiscal year.
ARTICLE XII - LIABILITY AND INDEMNIFICATION
Section 1 - Liability
The officers, directors, committee members and employees of the Association shall not be personally liable for its debts, obligations or liabilities. No officer, director, committee member, or employee shall be liable for the acts or failure to act of any other officer, director, committee member or employee.
Section 2 - Indemnification and Insurance
The Association shall indemnify all individuals serving or who have served as officers, directors, committee members or employees of the Association against any and all liabilities (including reasonable attorneys' fees) arising out of or relating to such individuals' activities as officers, directors, committee members or employees subject to any limitation of the laws of the District of Columbia limiting the right of the Association as a District of Columbia nonprofit corporation to indemnify officers, directors, committee members and employees. Expenses incurred in defending an action, suit, or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding upon receipt of agreement by the officer, director, committee member or employee to repay such amount if it is ultimately determined that the individual is not entitled to be indemnified by the Association under this Article. In addition, the Association may purchase and maintain insurance policies insuring such individuals against any and all liability resulting from said individuals' activities as officers, directors, committee members and employees regardless of whether or not the Association would be empowered to so indemnify without purchasing said insurance.
ARTICLE XIII - CHAPTERS
Section 1 - Chapters
The Association shall encourage the formation of Chapters in defined geographical areas to promote the general purposes of the Association at the local level.
Section 2 - Formation
In order to form a Chapter, a minimum of twenty-five (25) members in good standing from a clearly defined geographical area must petition the Board of Directors. The petition shall be reviewed and approved by the Board subject to policies and procedures not inconsistent with these Bylaws.
Section 3 - Responsibilities
Only members of the Association may be members of a Chapter unless otherwise authorized by the Board of Directors. Chapters shall be identified as local chapters of the Association, and shall not at any time purport to represent the Association. Each Chapter’s fiscal year shall coincide with the fiscal year of the Association, and each Chapter shall provide an annual report to the Board of Directors of the Chapter’s activities along with copies of minutes and financial reports. Upon notice, the Board of Directors may take action to remove a Chapter which fails to comply with its policies and procedures or these Bylaws.
ARTICLE XIV - AMENDMENTS
These Bylaws may be amended by the Board of Directors at any regular or special meeting of the Board at which a quorum is present by a two-thirds (2/3) vote of the directors present.
ARTICLE XV - WAIVER OF NOTICE
Any notice of a meeting required by law or these Bylaws may be waived in writing by the person entitled to such notice, either prior to or following the meeting.
ARTICLE XVI - PARLIAMENTARY AUTHORITY
Sturgis’ Standard Code of Parliamentary Procedure shall serve as a guide in conducting all meetings of the Association.
September 16, 2003
|
| REA FACT SHEET
Background information about your association.
| |  | REA BYLAWS
Association Governing Instruments
|
|
CONTACT REA
Your suggestions and comments are critical to REA's success.
|
|
REA CHAPTERS
Get active! Form an REA chapter in your area.
|
|
|
| JOIN REA TODAY!
|
| | |
|
