And Conflict of Interest Policy
Bylaws of SOUTHERN CALIFORNIA CHAPTER, 1ST MARINE DIVISION ASSOCIATION, INC., a California Nonprofit Public Benefit Corporation
Article 1 Offices
Section I. Principal Office
The principal office of the corporation is located in San Diego County, State of California.
Section 2. Change of Address
The designation of the county or state of the corporation’s principal office may be changed by amendment of these bylaws. The board of directors may change the principal office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor require, an amendment of these bylaws:
New Address: _________________________
New Address: _________________________
Section 3. Other Offices
The corporation may also have offices at such other places, within or without its state of incorporation. where it is qualified to do business, as its business and activities may require, and as the board of directors may, from time to time, designate.
Article 2 Nonprofit Purposes
Section 1. IRC Section Purposes
This corporation qualifies as and is organized as a 501 (c)(19) organization (Veteran’s organization). The corporation may also quali5.’ as a organization under the rules of the Internal Revenue Code. Therefore, if in the future, the corporation deems it advantageous for it goals, it may decide to also apply for e.xemption under Section 501 (c)(3) of the Internal Revenue Code.
Section 2. Specific Objectives and Purposes
The specific objective and purpose of this corporation shall be to fosterßncouragc and pcrpctuatc the memory, spirit and comradeship in arms or the members or the IA Marine Division. to preserve incidents and memories or our Association, to promote and safeguard the principles ofjustice. to töster patriotism and love of country, to perpetuate the spirit and traditions of the United States Marine Corps, to promote and cultivate social intercourse and fellowship among the members. and to hold meetings and social gatherings for the better realization of the above named purposes.
Article 3 Directors
Section 1. Number
The corporation’s National Chapter has preapproved bylaws that are required to be adopted by this Chapter of the First Marine Division Association, Inc. Said bylaws are attached hereto as Exibit A, and are thc ruling document should a confict arise in the language of these bylaws that comply with the Corporation Code of the State of California and the bylaws mandated by the National Chapter. For number of directors required, see Article V of Exhibit A.
Section 2. Qualifications
Any person 18 years or older who is a member of the corporation, and a past or present member of the Armed Force Of the United States, may serve as a Director.
Section 3. Powers
Subject to the provisions of the laws of this state and any limitations in the articles Of incorporation and these bylaws relating to action required or permitted to be taken or approved by the members, if any, of this corporation, the activities and affairs of this corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board of directors.
Section 4. Duties
It shall be the duty of the directors to:
- Perform any and all duties imposed on them collectively or individually by law, by the articles of incorporation, or by these bylaws;
- Appoint and remove, employ and discharge, and, except as otherwise provided in these bylaws, prescribe the duties and fix the compensation, if any, of all officers, agents, and employees of the corporation;
- Supervise all officers, agents, and employees of the corporation to assure that their duties are performed properly;
- Meet at such times and places as required by these bylaws:
- Register their addresses with the secretary of the corporation, and notices of meetings mailed or telegraphed to them at such addresses shall be valid notices thereof.
Section 5. Term of Office
Each director shall hold office for a period of years as provided for in Articles V and IV of Exhibit A, and until his or her successor is elected and qualifies as.
Section 6. Compensation
Directors shall serve without compensation, except that a reasonable fee may be paid to directors for attending regular and special meetings of the board if such fees are voted upon by a majority of the members. In addition, if approved by the members, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties. Any payments to directors shall be approved in advance in accordance with this corporation’s conflict of interest policy, as set forth in Article 9 of these bylaws.
Section 7. Place Of Meetings
Meetings shall be held at the principal office of the corporation unless otherwise provided by the board or at such other place as may be designated from time to time by resolution of the board of directors.
Section 8. Regular Meetings
Regular meetings of directors shall be held in January, and the board shall also meet no less than three ties per year at the calling by the President. See Article V of Exhibit A.
Elections shall be held when positions become vacant, and at the annual meeting in January. The rules for voting by the members are governed by Article V of Exhibit A
Section 9. Special Meetings
In addition 10 the meetings required by Section 8, special meetings of the board of directors may be called by the president or by a majority vote by the board. See Article IV, Section 8 of Exhibit A. Such meetings shall be held at the principal office of the corporation or, if different, at the place designated by the person or persons calling the special meeting.
Section 10. Notice of Meetings
Unless otherwise provided by the articles of incorporation, these bylaws, or provisions of law, the following provisions shall govern the giving of notice for meetings of the board of directors:
- Regular Meetings. See Article IV, Section A of Exhibit A.
- Special Meetings. See Article IV, Section B of Exhibit A.
- Waiver of Notice. See Article IV, Section C of Exhibit A.
Section l l. Quorum for Meetings
A quorum of the members shall consist of nine (9) voting members. See Article IV, Section A of Exhibit A. A quorum of the board shall consist of six (6) members. See Article V, Section B of Exhibit A.
Except as otherwise provided under the articles of incorporation, these bylaws, or provisions of law, no business shall be considered by the board at any meeting at which the required quorum is not present, and the only motion which the chair shall entertain at such meeting is a motion to adjourn.
Section 12. Majority Action as Board Action
Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board of directors, unless the articles of incorporation, these bylaws, or provisions of law require a greater percentage or different voting rules for approval of a matter by the board. See also Article X of Exhibit A.
Section 13. Conduct of Meetings
Meetings of the board of directors shall be presided over by the president of the corporation, or in his or her absence, by the vice president of the corporation, or in the absence of each of these persons, by a chairperson chosen by a majority of the directors present at the meeting. The secretary of the corporation shall act as secretary of all meetings of the board, provided that, in his or her absence, the presiding officer shall appoint another person to act as secretary of the meeting.
Meetings shall be governed by Robert Rules, insofar as such rules are not inconsistent with or in conflict with the articles of incorporation, these bylaws or with provisions of law.
Section 14. Vacancies
Vacancies on the board of directors shall exist (I ) on the death* resignation, or removal of any director,
Any director may resign effective upon giving written notice to the president, the secretary, or the board of directors, unless the notice specifies a later time for the effectiveness of such resignation. No director may resign if the corporation would then be left without a duly elected director or directors in charge of its affairs, except upon notice to the office of the attorney general or other appropriate agency of this state,
Directors may be removed from office, “‘ith or without cause, as permitted by and in accordance with the laws of this state.
Unless otherwise prohibited by the articles of incorporation, these bylaws, or provisions of law, vacancies on the board may be filled in accordance with Exhibit A, Article V. A person elected to fill a vacancy on the board shall
hold office until the next election of the board of directors or until his or her death. resignation, or removal from office.
Section 15. Nonliability of Directors
The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
Section 16. Indemnification by Corporation of Directors and Officers
The directors and officers of the corporation shall be indemnified by the corporation to the tUIIest extent permissible under the laws of this state.
Section 17. Insurance For Corporate Agents
Except as may be otherwise provided under provisions of law, and in accordance with the use of ftnds as provided for in Exhibit A, the board of directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any agent of the corporation (including a director, officer, employee, or other agent of the corporation) against liabilities asserted against or incurred by the agent in such capacity or arising out of the agent’s status as such, whether or not the corporation would have the power to indemnify’ the agent against such liability’ under the articles of incorporation, these bylaws, or provisions of law.
Article 4 Officers
Section I. Designation Of Officers
The officers of the corporation shall be a president, a vice president , a secretary, a treasurer, a Membership Secretary, a Sergeant-At-Arms, a Chaplain, and a Legal Officer.. The corporation may also have officers with such titles as may be determined from time to time by the board of directors if no conflict exists the language of Exhibit
Section 2. Qualifications
Any person who is also a member of the corporation may serve as officer of this corporation.
Section 3. Election and Term of Office
Officers shall be elected by a majority vote of the members at the election meeting. as provided for in Article IV, Sections B and C of Exhibit A.
Section 4. Removal and Resignation
Any officer may be removed, either with or without cause, by the majority vote of the members. Any officer may resign at any time by giving written notice to the board of directors or to the president or secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. The above provisions of this section shall be superseded by any conflicting terms of a contract which has been approved or ratified by the board of directors relating to the employment of any officer of the corporation, or by the terms of Exhibit A.
Section 5. Vacancies
Any vacancy caused by the death, resignation, removal, disqualification, or otherwise, of any officer shall be filled by the board of directors. In the event of a vacancy in any office other than that of president. such vacancv may be filled temporarily by appointment by the president until such time as the board shall fill the vacancy. Vacancies occurring in offices of officers appointed at the discretion of the board ma or may not be filled as the board shall etermme.
Section 6. Duties of Officers
See Exhibit A, Article VI, Section E.
Article 5 Committees
Section 1. Executive Committee
The President, Vice President, Secretary and Treasurer shall comprise the Executive Committee, and they entire board may delegate to such committee the powers and authority of the board in the management of the business and affairs of the corporation, to the extent permitted, and, except as may otherwise be provided, by provisions of law and the terms of Exhibit A.
The board may at any time revoke or modi%’ any or ail of the Executive Committee authority so delegated. The Executive Committee shall keep regular minutes of its proceedings, cause them to be filed with the corporate records, and report the same to the board from time to time as the board may require.
Section 2. Other Committees
The corporation shall have such other committees as may from time to time be designated by resolution of the board of directors. These committees may consist of persons who are not also members of the board and shall act in an advisory capacity to the board.
Section 3. Meetings and Action of Committees
Meetings and action of committees shall be govemed by, noticed, held, and taken in accordance with the provisions of these bylaws concerning meetings of the board of directors, with such changes in the context of such bylaw provisions as are necessary to substitute the committee and its members for the board of directors and its members, except that the time for regular and special meetings of committees may be fixed by resolution of the board of directors or by the committee. The board of directors may also adopt rules and regulations pertaining to the conduct of meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.
Article 6 Execution of Instruments, Deposits, and Funds
Section l. Execution of Instruments
The board of directors, except as otherwise provided in these bylaws, may by resolution authorize any officer or agent of the corporation 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. Unless so authorized, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
See Exhibit A. Section
Section 3. Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the board of directors may select.
Section 4. Gifts
The board of directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the nonprofit purposes of this corporation.
Article 7 Corporate Records, Reports, and Seal
Section I. Maintenance of Corporate Records
The corporation shall keep at its principal office:
- Minutes of all meetings of directors, committees o? the board, and, if this corporation has members, of all meetings of members, indicating the time and place of holding such meetings, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof;
- Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains, and losses;
- A record of its members, if any, indicating their names and addresses and: if applicable, the class of membership held by each member and the termination date of any membership:
- A copy of the corporation’s articles of incorporation and bylaws as amended to date, which shall be open to inspection by the members, if any, of the corporation at all reasonable times during office hours.
Section 2. Corporate Seat
The board of directors may adopt, use, and at will alter, a corporate seal. Such seal shall be kept at the principal office of the corporation. Failure to affix the seal to corporate instruments, however, shall not affect the validity of any such instrument,
Section 3. Directors’ Inspection Rights
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records, and documents of every kind and to inspect the physical properties of the corporation, and shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation, other provisions of these bylaws, and provisions of law.
Section 4. Members’ Inspection Rights
If this corporation has any members, then each and every member shall have the following inspection rights. for a purpose reasonably related to such person’s interest as a member:
- To inspect and copy the record of all members’ names, addresses, and voting rights, at reasonable times, upon written demand on the secretary of the corporation, which demand shall state the purpose for which the inspection rights are requested.
- To obtain from the secretary of the corporation, upon written demand on, and payment of a reasonable charge to, the secretary of the corporation, a list of the names, addresses, and voting rights of those members entitled to vote for the election of directors as of the most recent record date for which the list has been compiled or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available within a reasonable time after the demand is received by the secretary of the corporation or after the date specified therein as or which the list is to be compiled.
- To inspect at any reasonable time the books, records, or minutes of proceedings of the members or of the board or committees of the board, upon written demand on the secretary of the corporation by the member, for a purpose reasonably related to such person’s interests as a member.
Members shall have such other rights to inspect the books, records, and properties of this corporation as may be required under the articles of incorporation. other provisions of these bylaws, and provisions of law.
Section 5. Right To Copy And Make Extracts
Any inspection under the provisions of this article may be made in person or by agent or attorney and the right to inspection shall include the right to copy and make extracts.
Section 6. Periodic Report
The board shall cause any annual or periodic report required under law to be prepared and delivered to an office of this state or to the members, if any, or this corporation, to be so prepared and delivered within the time limits set by law.
Article 8 IRC 501(C) (19) Tax Exemption Provisions
Section I . Limitations on Activities
No substantial part of the activities of this corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation (except as otherwise provided by Section I (h) of the Internal Revenue Code), and this corporation shall not participate in, or intervene in (including the publishing or distribution of statements): any political campaign on behalf of, or in opposition to, any candidate for public office.
Notwithstanding any other provisions of these bylaws, this corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501 (c)(19) and (if the Chapter applies for this status) of the Intemal Revenue Code, or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code.
Section 2. Prohibition Against Private Inurement
No part of the net earnings Of this corporation shall inure to the benefit of, or be distributable to, its members, directors or trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes of this corporation.
Section 3. Distribution of Asset
Upon the dissolution of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation, shall be distributed for one or more exempt purposes within the meaning of Section of the Internal Revenue Code or shall be distributed to the federal government, or to a state or local government, for a public purpose. Such distribution shall be made in accordance with all applicable provisions of the laws of this state.
Section 4. Private Foundation Requirements and Restrictions
(n any taxable year in which this corporation is considered a private foundation as described in Section 509(a) of the Internal Revenue Code, the corporation l ) shall distribute its income for said period at such time and manner as not to subject it to tax under Section 4942 of the Internal Revenue Code; 2) shall not engage in any act of self-dealing as defined in Section 4941 (d) of the Internal Revenue Code; 3) shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code; 4) shall not make any investments in such manner as to subject the corporation to tax under Section 4944 Of the Internal Revenue Code; and 5) shall not make any taxable expenditures as defined in Section 4945(d) ofthe Internal Revenue Code.
Article 9 Conflict of Interest and Compensation Approval Policies
Section l. Purpose of Conflict of Interest Policy
The purpose of this conflict of interest policy is to protect this tax-exempt corporation’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the corporation or any “disqualified person” as defined in Section 4958(D(l) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations and which might result in a possible “excess benefit transaction” as defined in Section 4958(c)(l)(A) of the Internal Revenue Code and as amplified by Section 53.4958 of the IRS Regulations. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
Section 2. Definitions
- Interested Person. Any director, principal officer, member of a committee with governing board delegated or any other person who is a “disqualified person” as defined in Section 4958(f)Q) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations, who has a direct or indirect financial interest, as defined below, is an interested person.
- Financial Interest. A person has a financial interest if the person has, directly or indirectly, through business, investment, or family
An ownership or investment interest in any entity with which the corporation has a transaction or arrangement,
A compensation arrangement with the corporation or with any entity or individual with which the corporation has a transaction or arrangement. or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the corporation is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Section 3, paragraph B, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
Section 3. Conflict of Interest Avoidance Procedures
- Duty to Disclose. In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opponunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
- Determining Whether a Conflict of Interest Exists. After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
- Procedures for Addressing the Conflict of Interest. An interested person may make a presentation at the Governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the goveming board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the governing board or committee shall determine whether the corporation can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the corporation’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, it shall make its decision as to whether to enter into the transaction or arrangement.
- Violations of the Conflicts of Interest Policy. If the goveming board or committee has reasonable cause to believe a-member has failed to disclose actual or possible conflicts of interest, it shall infom the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
If. after hearing the member’s response and after making firrther investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Section 4. Records of Board and Board Committee Proceedings
The minutes of meetings of the governing board and all committees with board delegated powers shall contain:
- The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to
determine whether a conflict of interest was present. and the governing board’s or committee’s decision as to whether a conflict of interest in fact existed.
- The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Section 5. Compensation Approval Policies
A voting member of the governing board who receives compensation, directly or indirectly, from the corporation for services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly. from the corporation for services is precluded from voting on matters pertaining to that members compensation.
No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the corporation, either individually or collectively, is prohibited from providing infomation to any committee regarding compensation.
When approving compensation for directors, officers and employees, contractors, and any other compensation contract or arrangement, in addition to complying with the conflict of interest requirements and policies contained in the preceding and following sections of this article as well as the preceding paragraphs of this section of this article, the board or a duly constituted compensation committee of the board shall also comply with the following additional requirements and procedures:
- the terms of compensation shall be approved by the board or compensation committee prior to the first payment of compensation,
- all members of the board or compensation committee who approve compensation arrangements must not have a conflict of interest with respect to the compensation arrangement as specified in IRS Regulation Section 53.4958-6(c)(iii), which generally requires that each board member or committee member approving a compensation arrangement between this organization and a “disqualified person” (as defined in Section 4958(DQ) of the Internal Revenue Code and as amplified by Section 53.4958-3 of the IRS Regulations):
is not the person who is the subject of the compensation arrangement, or a family member of such person;
- is not in an employment relationship subject to the direction or control of the person who is the subject of the compensation arrangement
- does not receive compensation or other payments subject to approval by the person who is the subject of the compensation arrangement
- has no material financial interest affected by the compensation arrangement; and
- does not approve a transaction providing economic benefits to the person who is the subject of the compensation arrangement, who in turn has approved or will approve a transaction providing benefits to the board or committee member.
- the board or compensation committee shall obtain and rely upon appropriate data as to comparability prior to approving the terms of compensation. Appropriate data may include the following:
compensation levels paid by similarly situated organizations, both taxable and tax-exempt, for functionally comparable positions. “Similarly situated” organizations are those of a similar size, purpose, and with similar resources
- the availability of similar services in the geographic area of this organization
- current compensation surveys compiled by independent fir-nis
- actual written offers from similar institutions competing for the services of the person who is the subject of the compensation arrangement
As allowed by IRS Regulation 4958-6. if this organization has average annual gross receipts (including contributions) for its three prior tax years of less than $1 million, the board or compensation committee will have obtained and relied upon appropriate data as to comparability if it obtains and relies upon data on compensation paid by three comparable organizations in the same or similar communities for similar services.
- the terms of compensation and the basis for approving them shall be recorded in written minutes of the meeting of the board or compensation committee that approved the compensation. Such documentation shall include:
the terms of the compensation arrangement and the date it was approved
the members of the board or compensation committee who were present during debate on the transaction, those who voted on it, and the votes cast by each board or committee member
- the comparability data obtained and relied upon and how the data was obtained
- If the board or compensation committee detennines that reasonable compensation for a specific position in this organization or for providing services under any other compensation arrangement with this organization is higher or lower than the range of comparability data obtained, the board or committee shall record in the minutes of the meeting the basis for its determination.
- If the board or committee makes adjustments to comparability data due to geographic area or other specific conditions, these adjustments and the reasons for them shall be recorded in the minutes of the board or committee meeting.
- any actions taken with respect to determining if a board or committee member had a conflict of interest with respect to the compensation arrangement, and if so, actions taken to make sure the member with the conflict of interest did not affect or participate in the approval of the transaction (for example, a notation in the records that after a finding of conflict of interest by a member, the member with the conflict of interest was asked to, and did, leave the meeting prior to a discussion of the compensation arrangement and a taking of the votes to approve the arrangement).
- The minutes of board or committee meetings at which compensation arrangements are approved must be prepared before the later of the date of the next board or committee meeting or 60 days after the final actions of the board or committee are taken with respect to the approval of the compensation arrangements. The minutes must be reviewed and approved by the board and committee as reasonable, accurate, and complete within a reasonable period thereafter, normally prior to or at the next board or committee meeting following final action on the arrangement by the board or committee.
Section 6. Annual Statements
Each director, principal officer, and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
- has received a copy of the conflicts of interest policy,
- has read and understands the policy, c, has agreed to comply with the policy, and
- understands the corporation is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Section 7. Periodic Reviews
To ensure the corporation operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
- Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s-length bargaining.
- Whether partnerships, joint ventures, and arranoements with management organizations conform to the corporation’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes, and do not result in inurement, impermissible private benefit, or in an excess benefit transaction.
Section 8. Use of Outside Experts
When conducting the periodic reviews as provided for in Section 7, the corporation may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board Of its responsibility for ensuring periodic reviews are conducted.
Article 10 Amendment of Bylaws
Section l . Amendment
Subject to the power of the members, if any, of this corporation to adopt, amend, or repeal the bylaws of this corporation and except as may otherwise be specified under provisions of law, these bylaws, or any of them, may be altered, amended, or repealed and new bylaws adopted by approval of the members. See Article X of Exhibit A.
Article 11 Construction and Terms
If there is any conflict between the provisions of these bylaws and the articles of incorporation of this corporation, the provisions of the articles or incorporation shall govern.
Should any of the provisions or portions of these bylaws be held unenforceable or invalid for any reason, the remaining provisions and portions of these bylaws shall be unaffected by such holding.
All references in these bylaws to the articles of incorporation shall be to the articles of incorporation, articles of organization, certificate of incorporation, organizational charter, corporate charter, or other founding document of this corporation filed with an office of this state and used to establish the legal existence of this corporation.
All references in these bylaws to a section or sections of the Internal Revenue Code shall be to such sections of the Internal Revenue Code of 1986 as amended from time to time, or to corresponding provisions of any future federal tax code.
ADOPTION OF BYLAWS
We, the undersigned, are all of the initial directors or incorporators ofthis corporation, and we consent to, and hereby do, adopt the foregoing bylaws, consisting of 14 pages, as the bylaws of this corporation.
Dated: November 15, 2013
BYLAWS PART 2
Article I Name
This Chapter shall be known as the N Southern California Chapter, 1st Marine Division Association, Inc. ” (a non—profit organization)
Article II Purposes
A. To form a chapter of the 1st Marine Division Association, Inc., for members located in Southern California and vicinity.
B. To follow the purposes and aims of the 1st Marine Division Association, Inc.
C. To incorporate a membership corporation under the laws of the State of California.
D. To foster, encourage and perpetuate the memory, spirit and comradeship in arms of the members of the 1st Marine Division.
E. To preserve incidents and memories of our Association.
F. To promote and safeguard the principles of justice.
G. To foster patriotism and love of country.
H. To perpetuate the spirit and traditions of the United States Marine Corps.
I. To promote and cultivate social intercourse and fellowship among the members.
J. To hold meetings and social gathering for the better realization of the above-named purposes.
Article III Membership
Membership qualifications for the Southern California Chapter shall be the same as those set forth in the By Laws of the 1st Marine Division Association’s Inc.
Membership in the Southern California Chapter shall be contingent upon membership in the 1st Marine Division Association, Inc.
Chapter dues shall be payable not later than the 15th day of January each year. Dues for members joining after 1 September 2006, for the second and subsequent years of membership, are payable on the first day of the month following the members anniversary date.Life membership in the Chapter may be granted upon a one-time payment or a maximum of two payments paid over a period not to exceed six months. Life membership in the Chapter is contingent upon proof of life membership in the 1st Marine Division Association, Inc.No member who Is in arrears shall be elected to office, vote at meetings, or remain in office or on committees. Any member of the Chapter in arrears for more than three months shall be deleted from the Chapter rolls.
A member may be expelled, suspended, censured, or disciplined for improper conduct by a two-thirds majority vote of a quorum of the Board of Directors present at any
meeting of the Directors. Prior to such action, the member involved, upon his request, shall be given an opportunity to be heard.
Article IV Meeting of Members
Regular monthly meetings of the membership will be held at a time and place to be determined by the Board of Directors. Biennial January meetings shall include in their agenda the election of officers. Any regular meeting attended by nine (9) voting members shall be considered to have a quorum.
Special meetings of the members may be called by the President, or by the Board of Directors (by a majority vote). The President or the Board of Directors shall also call a special meeting of the members whenever so requested by at least twentyfive (25%) of the members entitled to vote. No business other than that specified in the call for the meeting shall be transacted at any special meeting of the members.
Notice of Meeting.
Notice of meetings shall include time and place of the meeting, and shall be mailed to each member entitled to vote, at his address as It appears in the membership book no less than ten (10) days prior to the date set for such a meeting. The notice for special meetings must state the purpose for which the meeting is being called.
Voting. At all meetings, all questions shall be determined by a majority vote of those present. A proxy vote is not permitted. All voting shall be by voice, hand, or ballot as determined by the President or the Chairman Of the meeting.
Order Of Business. Order of business at al I meetings of the membership shall be as follows:
- Invocation and/or pledge of allegiance
- Roll cal I of officers
- Proof of Notice of Meeting
- Reading of minutes of the preceding meeting
- Reading of minutes of the Board of Dj rectors t meeting
- Report of Officers
- Report of committees
- Appointment of election tellers (as required)
- Election of Officers (as required).
- Unfinished business
- New business
- Bills and correspondence
Attendance. Non-Attendance by all officers and other members of the Board absent from three consecutive meetings shall be automatically released from his office.
Article V Board of Directors
The affairs and business of the Chapter shall be managed by a Board of Directors consisting of: President, Vice-President, Secretary, Treasurer, Membership Secretary, Sergeant -At-Arms, Chaplain, Legal Officer, four members of the Chapter and the immediate Past President — ex-officio (non-voting). (1),
Nominations for the Board of Directors of the Chapter shall be made by the members at the regular meeting held in January (providing a quorum is present, or at the first meeting a quorum is present). (2), (9)
Election of members of the Chapter to the Board of Directors shall be by majority vote of the members present at the January meeting. (2)
The Board of Directors shall meet at least three times each year at the call of the President, and they will report their proceedings to the members of the Chapter at the first regular meeting, after they have met. Six members shall constitute a quorum. A majority vote shall decide al I questions to be
determined by the Board. The Secretary shall keep minutes of all meetings of the Board, including a report of the Directors present. The Secretary shall give each Director at least five (5) days’ notices of the time, pace and date of all meetings of the Board. 1
The term of office for the President s Vice-President, Secretary, Treasurer, Membership Secretary, Sergeant-At-Arms, Chaplain and Legal Officer shall be the same as that for the office for which they were elected. Directors other than Officers of the Chapter shall be elected for a term of four (4 ) years , with four (4) being elected at the first regular meeting after adoption of these By-laws. The members shall determine by vote, the Director who shall serve one, two, three or four years respectively, in order that a rotation may be established. In future years one Director shall be elected during the regular January meeting. (1), (5), (6)
Should a vacancy on the Board of Directors occur (other than that of an elected Chapter Officer), the vacancy shall be filled for the remainder of the unexpired term by a majority vote of the members at the next regular meeting.
Article VI Officers of the Chapter
The officers of the Chapter shall consist of: President, Vice President, Secretary, Treasurer, Membership Secretary, Sergeant-At-Arms, Chaplain and Legal Officer, (1), (6)
The President will appoint a Nominating Committee two months prior to the Election Meeting. The Chairman of this committee will present a proposed slate of officers (these persons having agreed to serve, if elected) to the President at least twenty (20) days prior to the biennial election meeting. The President will ensure that this slate of officers is made known to the membership at least ten (10) days prior to the election meeting. Nominations from the floor may be made prior to voting at the election meeting. (2)
Officers shall be elected by a majority vote at the election meeting. (7) The election shall be by ballot and proceed in the following order:
- Membership Secretary
- Legal Officer
- Director (to represent the Chapter at the National level) Alternate Director (to represent the Chapter at the
National level if the Director is unable to attend) (1) , (4)
The officers elected shall enter upon their duties at the first meeting after their election and shall hold office for the term of two years. (2)
Duties of Officers:
- It shall be the duty of the President to preside at all meetings of the Chapter and the Board of Directors to preserve order and decide on points of order; to inspect and announce all voting and balloting of the Chapter. The President shall be an ex officio member of all committees, except the Audit Committee. He shall have the right at all times to supervise all officers and committees of the Chapter.
- Vice President. It shall be the duty of the Vice President to assist the President in any way requested, to preside and in every other respect, discharge the duties of the President i n h i s absence. (1)
- Secretary. The Secretary shall keep a record of all meetings of the Chapter and the Board of Directors. All minutes of such meetings shall be signed by the Secretary before reading, and by the President after reading and approved by the members or the Directors . He shall serve all notices as required by these By Laws and by the President. He shall read the minutes of the previous meeting of the Chapter and the Board Of Directors. He shall notify officers and committee chairmen (if absent at a meeting) of all matters referred to them by the body and shall have custody of the original Chapter Bylaws, the Chapter files and, if the Chapter is incorporated, the Corporate Seal.
Minutes of Chapter meetings and Board of Directors’ meetings will not be kept in any type of loose leaf note book.
- Treasurer. The Treasurer shall have custody of the funds of the Chapter and shall deposit them in the name of the Chapter in such bank (or banks) as the Board of Directors may designate. He shall accept all funds of the Chapter paid to him by the Membership Secretary or other persons, giving his receipt therefore in the name of the Chapter. He shall pay all accounts or debts which have been legally contracted in accordance with these By Laws and approved by the Chapter; keep a record of receipts and disbursements; file his vouchers; report at the meetings the amount and reason for any disbursements and the amount of funds in his hands. He shall submit his accounts to the Trustees whenever the President or Board of Directors so direct. No records may be kept in a loose-leaf notebook.
- Membership Secretary. It shall be the duty of the Membership Secretary to keep a correct account of each member’s dues status and collect all dues and fees. He shall pay said collections to the Treasurer at the end of each meeting of the Chapter, whose receipt therefore shall be sufficient voucher. He shall furnish the Secretary with a list of names of those members who are in arrears, at least five days prior to the annual election meeting. He is to submit his accounts to the Trustees whenever the President or Board of Directors may direct. He shall keep no records on loose leaf note books. He shall tender an official receipt of the Chapter upon payment of membership dues and fees. He shall furnish the Secretary with the total sum of his collections at each meeting of the Chapters for insertion in the minutes. He shall as Instructed by the Board of Directors, contact the 1st Marine Division
Association, Inc. with respect to correlating the membership dues records for the Chapter and the 1st Marine Division Association, Inc. and is authorized to establish such correspondence as may be necessary to accomplish this matter.
- Sergeant -At-Arms– He shall, under the direction of the Presiding Officer at any and all meetings, be empowered to preserve the dignity and decorum of the meetings.
- Chaplain. The Chaplain shall open meetings with a prayer. He shall act as the spiritual officer of the Chapter. When a Chapter member has passed away or is hospitalized, the Chaplain shall be the liaison officer of the Chapter. (5)
- Legal Officer. If called upon, he shall render legal opinions regarding the Chapter’s By-laws. (6)
- A Director to represent the Southern California Chapter at National Di rectors’ meetings shall be elected, as required, to ensure Chapter representation at all of these meetings, His term of office shall be four years. (2)
- An Alternate Director to represent the Southern California Chapter at the National Directors t meetings (if the Director is unable to attend) shall be elected, as required, to ensure Chapter representation at all of the meetings. His term of office shall be four years. (3)
Article VII Committees
- All committees and members thereof shall be appointed by the President or the Presiding Officer at any regular meeting, or meeting of the Board of Director.
- The chairman of each committee may attend the meetings of the Board of Directors and shall have the privilege of discussion of al I matters coming before the Board of Directors pertaining to the work of his committee.
- The chairman of each committee shall give a report at each regular meeting.
- The President shall appoint the following standing committees and shall determine the size except as herein described:
- Membership Committee
- Trustees — No officers — three members, any two of whom are empowered to act. Audit all books and accounts when directed by the President or the Board of Directors, and not less than once annually.
- Health and Welfare Committee
- Other committees as deemed necessary.
Article VIII Funds
A. The disbursement of funds of the Chapter shall be under the supervision of the Board of Directors.
- The Directors may authorize the Treasurer to keep on hand a predetermined sum of money for payment of ordinary routine matters such as printing and postage.
- Obligations will not be incurred nor payments made for extraordinary items, without the prior approval of the Directors.
- Obligations in an amount which is beyond the ability of the Chapter to pay from available funds in the Treasury will not be Incurred without the prior approval of the members at a regular or special meeting, and will not be incurred without prior adoption of a resolution by the members, authorizing such action. This resolution may not be .adopted unless all members have received at least ten (10) days written notice of a meeting at which this matter will be discussed. It will also be necessary to obtain, from the Executive Committee of the 1st Marine Division Association, Inc. permission to incur such obligation. Application for permission will include the reasons therefore and the financial capability to support the contemplated action.
- Payment of obligations shall be made by the Treasurer on vouchers in due form and approved by at least two officer’s signatures.
- The President shall call a budget meeting with all officers present, plus the Chairman of the Trustees, to prepare an annual budget of the prospective income and expenses for the coming year. Such budget to be submitted to the members at the December regular meeting. The budget shall cover the period of 1 January through 31 December of each calendar year.
Article IX Rules
The rules of order, as prescribed in Robert’s Rules of Order, shall govern the meetings of the Chapter and the Board of Directors, in so far as they do not conflict with these By Laws.
Article X Repeal or Amendment of Bylaws
A. Proposed amendment must first be submitted, In writing, to the Board of Directors. If a majority of the Board deems that the amendment merits consideration by the membership, the procedure outlined in paragraph B below will be followed. If a majority of the Board of Directors do not agree that the amendment should be brought before the membership, the proposed amendment will be returned to the drafter. Should a written request, signed by at least one third of the members in good standing, be received by the President or Board of Directors, the proposed amendment will be brought before the membership regardless of the Board’s previous
- An amendment to these By-laws, in whole or in part , will become effective upon (1) an affirmative vote by two thirds of a quorum of members at the second regular meeting , or after a regular and special meeting called for that purpose, provided that written notice of such amendment has been given to the paid-up members at least ten (10) days prior to the first special or regular meeting; (2) and that the proposed amendment was read to the membership at two successive meetings and a vote taken at the time of the second reading; and (3) when approved by the National Board Of Directors .
- These By Laws may not be suspended.
NOTE: Numbers after paragraphs above apply to amendments made to the original By Laws, ( I ) , (2) , etc.: These are the dates of those amendments:
- 23 January 1980
- 19 May 1980
- 1 October 1981
- 7 July 1984
- 5 April 1993
- 25 April 1994
- 17 December, 1994
Conflict of Interest Policy:
1). Conflict of Interest:
The purpose of this conflict of interest policy of the Southern California Chapter First Marine Division Association, hereinafter referred to as SCFMDA, is to protect the SCFMDA when it is contemplating entering into a contract, transaction or arrangement that has the potential for benefiting private interest of a “Significant Person” as defined below. This Policy is intended to supplement, but not replace, any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
2. The SCFMDA will not engage in any contract, transaction or arrangement involving a Conflict of Interest without establishing appropriate safeguards to protect the interests of the SCFMDA. To that end:
3. Each Significant Person must promptly, fully and timely comply with the disclosure requirements set forth in this policy, or as otherwise adopted by the Board in accordance with this policy.
4. All transactions, contracts or arrangements involving a conflict of interest must be reviewed by the board or by a designated body of disinterested persons.
5 The Board, or designated body, must determine by a majority vote of disinterested persons that appropriate safeguards are in place to protect the interests of the SCFMDA and are consistent with the purposes of this Policy.
6. Where appropriate, the Board or designated body shall seek advice of legal counsel. This Policy applies to (a) Significant Persons, and any contract, transaction or arrangement involving the SCFMDA.
2). Definitions Applicable to the Policy:
- Significant Person: Any director, officer, key employee or committee member with board delegated powers is a Significant Person. Note: This reflects an intentional shift (from “Interested Person”) to focus on a broader class of individuals; it is intended to apply to all decision makers, not just those Significant by the Intermediate Sanctions regulations.
- Conflict of Interest: A “Conflict of Interest” exists whenever a Significant Person has a significant personal interest in a proposed contract, transaction or arrangement to which the SCFMDA may be a party. Note: Attention should also be placed on the organizational costs associated with “appearance” of impropriety created by a personal interest even if it does not constitute an actual conflict of interest.
- Significant Personal Interest: A Significant Personal Interest exists if the Significant Person, directly or indirectly, through business, investment, or family member, has a(n):
- Ownership or investment interest in any entity with which the SCFMDA has a contract, transaction or arrangement;
2. Compensation arrangement with the SCFMDA;
3. Compensation arrangement with any entity or individual with which the SCFMDA has a contract, a transaction or arrangement;
4. Potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the SCFMDA is negotiating (or is proposing to negotiate) a contract, a transaction or arrangement; or
5. Fiduciary position (e.g., member, officer, director, committee member), whether compensated or uncompensated, with another, unaffiliated organization (i) which directly competes with the SCFMDA in terms of services or for charitable contributions; or (ii) with which the SCFMADA has (or is proposing to enter into) a contract, transaction or arrangement. Compensation includes direct and indirect remuneration, consulting fees, board or advisory committee fees, honoraria, as well as gifts or favors that are not insubstantial.
6. Family Member: With respect to a Significant Person, a “Family Member” means:
- The Person’s spouse;
- A brother, sister, parent, grandparent, child, grandchild, great grandchild (by whole or half blood) of the Person or the Person’s spouse, or;
- The spouse of an individual listed above
However, a Family Member includes individuals listed in paragraphs (1) and (2) (other than a child) only if the individual lives in the Person’s household, the Person manages the individual’s financial affairs, or the Person is aware without special inquiry that the Family Member holds a particular Interest.
3). Procedures for Identification of Potential Conflicts of Interest:
1. Annual Questionnaire. Each Significant Person shall completely, accurately and timely submit the annual Conflict of Interest Questionnaire (the “Annual Questionnaire”) as prepared and distributed by the Board [or Committee]. (See Appendix I)
2. Duty to Disclose. A Significant Person must disclose the existence of any Interest and be given the opportunity to disclose all material facts to the person’s the board has designated to consider the proposed contract, transaction or arrangement. Such information must be provided so that decisions are made with full knowledge and understanding of the Significant Person’s interest.
Continuing Disclosures. If, after completion of the Annual Questionnaire, any Significant Person becomes aware of anything that could give rise to a potential Conflict of Interest with respect to a proposed contract, transaction or arrangement involving the SCFMDA, the Significant Person shall promptly disclose that Interest to the Board or its designee.
4). Procedure for Determining Whether a Conflict of Interest Exists:
The Board shall determine by a majority vote of disinterested directors whether the disclosed Interest may result in a conflict of interest after meeting, discussing and voting on the matter. The Board shall:
- Review responses to the Annual Questionnaire and any continuing disclosures that are made during the year;
- Take such steps as are necessary to identify Interests and review any so identified;
- Make such further investigation as it deems appropriate about Interests disclosed or identified; and
- Determine whether any such Interest gives rise to a Conflict of Interest.
The Board may request additional information concerning the relevant Interest from all reasonable sources before reaching a determination. A Significant Person may make a presentation at the Board meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
5). Procedure for When a Conflict of Interest Exists: Where a conflict of interest is determined to exist, the WCDIA shall not enter the proposed contract, transaction or arrangement unless the Board has complied with the following:
1. The chairperson of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed contract, transaction or arrangement.
2. After exercising due diligence, the Board shall determine whether the SCFMDA can, with reasonable efforts, get a more advantageous contract, transaction or arrangement from a person or entity without a conflict of interest.
3. If a more advantageous transaction or arrangement is not reasonably possible, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the SCFMDA “best interest”, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination, the Board shall make its decision as to whether to enter the contract, transaction or arrangement.
6). Procedure for Violations of the Policy:
If the Board has reasonable cause to believe a Significant Person has failed to comply with the disclosure requirements in this Policy, it shall inform the Person of the basis for such belief and afford the Person an opportunity to explain the alleged failure to disclose.
If, after hearing the Significant Person’s response and after making further investigation as warranted by the circumstances, the Board or committee determines the Significant Person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
7). Documentation of Process:
The minutes of the Board shall contain:
1. The names of the Significant Persons who disclosed or otherwise were found to have an Interest being considered at such meeting by the Board , the nature of the Interest, any action taken to determine whether a Conflict of Interest was present, and the Board’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions relating to the contract, transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
3. If appraisals (for tangible property) or third-party comparable data (for compensation) were considered by the Board, the nature and source of the data.
8). Annual Affirmation Statement:
Each Significant Person shall annually sign the Annual Questionnaire and affirm:
1. The person has received a copy of this Conflict of Interest Policy
2. The person has read and understands the Policy,
3. The person agrees to comply with the Policy, and
4. The person understands the SCFMDA is a charitable organization and, in order to maintain its federal tax exemption, it must continuously engage primarily in activities that accomplish one or more of its tax-exempt purposes.
9). Periodic Reviews
To ensure that the SCFMDA operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
1. Whether compensation arrangements and benefits are reasonable, are based on competent survey information, and are the result of arm’s length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to the “SCFMDA” written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.