THIRD MARINE DIVISION ASSOCIATION, INC.
NAME, PURPOSES AND ORGANIZATION
A. The name of this corporation shall be THIRD MARINE DIVISION ASSOCIATION, INC.
B. The purposes for which this corporation is formed are:
- To foster, encourage and perpetuate the memory and spirit of friendship among our comrades in arms who are or have been members of the Third Marine Division; and to preserve incidents and memories of our association together.
- To perpetuate the history and traditions of the Third Marine Division;
- To promote and safeguard the principles of justice, freedom and democracy;
- To foster patriotism, love of our country and our flag; to perpetuate the spirit and traditions of the United States Marine Corps;
- To promote and cultivate social intercourse and fellowship among our members; and
- To hold meetings and social gatherings for the better realization of the purposes of our Association.
C. The general purposes and powers of this corporation are:
- To collect, receive, acquire, hold and invest money in property, both real and personal; to sell and convert property both real and personal into cash; and to use the funds of this corporation and proceeds, income, rents, issues and profits derived from and property of this corporation for any of the purposes for which this corporation is formed.
- To purchase or otherwise acquire, own, hold, sell, assign, transfer or otherwise dispose of, mortgage, pledge or otherwise hypothecate or encumber and to deal in and with shares, bond notes, debentures or other securities or evidences of indebtedness of any persons, firms, corporations or associations and while the owner or holder thereof to exercise all rights, powers and privileges of ownership.
- To purchase or otherwise acquire, own, hold, use, sell, exchange, assign, convey, lease or otherwise dispose of, mortgage or otherwise hypothecate or encumber real and personal property.
- To borrow money, incur indebtedness and to secure the repayment of the same by mortgage, deed or deed of trust or other hypothecation of property both real and personal.
- To carry out and to effect any one or more of the objectives and purposes herein above set forth and to do any one or more of the acts and things aforesaid and likewise any and all acts or things necessary or incidental thereto; and in conducting or carrying on its activities and for the purpose of promoting or furthering any one or more of its said objectives or purposes to exercise any or all of the powers herein above set forth in this article and any other or additional now or hereafter authorized by law either alone or in conjunction with others as principal, agent or otherwise. The foregoing statement of purpose shall be construed as a statement of both purpose and powers stated in each clause except where otherwise expressed shall be in wise limited or restricted by reference to or inference from the terms or provisions of any other clause but shall be regarded as independent purposes and powers.
- This corporation is organized pursuant to the General Non-Profit Law of the State of California and is one which contemplates no pecuniary gain or profit to the members thereof.
D. The county in the State of California where the principal office for the transaction of the business of this corporation is located in San Diego County.
E. The governing body of the corporation is the Board of Directors (See Article IV).
F. The THIRD MARINE DIVISION ASSOCIATION, INC. will be hereinafter referred to in these By-Laws as the Association.
ARTICLE II MEMBERSHIP AND DUES
A. Membership in the Association will be classified in four categories, as follows:
- REGULAR MEMBERS: All American Citizens and those of friendly countries, including civilians, who have served or are serving with the Third Marine Division, attached, assigned or direct tactical supporting units, except those discharged or separated from the military under conditions other than honorable.
- ASSOCIATE MEMBERS: Legal dependents, parents or guardians, and relatives of those persons living and deceased who are or were eligible for regular membership under Article II.A 1 are eligible for Associate Membership. (Amended 16 September 2000)
- LIFE MEMBERS: Those persons eligible for Regular or Associate Membership and pay dues for Life Membership, are eligible. All Honorary Officers, Past Presidents of the Association and those who have been awarded the Medal of Honor while serving with the Division shall be carried on the rolls of the Association as Paid-up Life Members.
- HONORARY MEMBERS: Gold Star parents of those persons who if alive would have been eligible for Regular Membership and others who have rendered distinguished service to the Division or to our Association may, upon approval of the Board of Directors, be granted an Honorary Membership.
B. DUES: Membership dues applicable to Regular, Associate, or Life Memberships shall be set forth by the membership at the Annual Meeting of the members.
The dues period shall be the calendar year, January 1, to December 31. If dues are not paid by April 1 following the close of the dues period the member's name may be dropped from the membership rolls and mailing list of CALTRAP.
New memberships received during the last six (6) months of the dues period shall be considered as being for the following calendar year.
The Secretary shall direct that the valid period of membership covered by the amount received be recorded and, when appropriate, a valid membership card be issued in accordance with the Association Standard Operating Procedure for Administration. (Amended 19 July 1991)
C. ELIGIBILITY DETERMINATION: In case of doubt as to membership eligibility, applications shall be referred to the Board of Directors.
D. DISCIPLINE: A member may be expelled, suspended, censored or otherwise disciplined for improper conduct by a two-thirds vote of members of the Board of Directors present at any meeting thereof, but only after reasonable opportu- nity to be heard shall have been afforded the member.
ARTICLE III MEETING OF MEMBERS
A. ANNUAL MEETINGS: The Annual Meeting of the Members shall be held at such place and date as is decided during a prior Annual Meeting, or in lieu of such meeting, at such place and time as the Board of Directors may direct. The Secretary shall mail a written notice thereof to each member entitled to vote at his address as it appears on the membership rolls. However, a printed notice of such meetings in the Association's official publication at least three weeks in advance will suffice.
B. QUORUM: The presence of not less than thirty Regular and/or Regular Life Members shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time and date, or the next annual meeting.
C. SPECIAL MEETINGS: Meeting of members, other than those herein before specified, may be called at any time by the President with the consent of the Board of Directors. Notice of such meeting, stating the purpose for which it is called, shall be served by mail not less than 15 days before the date of such meeting. The notice shall be mailed to each member entitled to vote at his address as it appears on the membership rolls. The President or the Board of Directors shall also in like manner call a special meeting of the members whenever so requested by fifty 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 unless approved by a two-thirds vote of those present.
D. VOTING: The right to vote in the transaction of business of the Association, except in Chapters, is vested in paid-up Regular and Regular Life Members only. At all meetings, all questions shall be determined by a majority vote, except as otherwise provided in these By-Laws. Voting shall normally be by voice, except that a vote may be by a showing of hands upon order of the Chairman of such meeting. A vote by secret ballot may be held upon such a motion by a member, duly seconded, and carried with the concurrence of the majority of the members present voting.
E. ORDER OF BUSINESS:
- The order of business at all regularly scheduled meetings shall normally be as follows:
- Roll Call
- Proof of Notice of Meeting
- Reading of the Minutes of Preceding Meeting
- Reports of Officers
- Reports of Committees
- Unfinished Business
- New Business
- Nomination and Election of Officers (Annual Meeting)
- Nomination and Election of Directors (Annual Meeting)
- The order of business at all special meetings shall be as designated by the Board of Directors or the President as deemed appropriate.
F. CORPORATE MEETING: At the Annual Meeting of the Members there shall be held such Corporate Meeting for the conduct of Elections or other business as may be required by the applicable law of the State of California.
G. CONDUCT OF BUSINESS: The business of all meetings of all assemblies of the Third Marine Division Association, Inc., shall be conducted in accordance with "Robert's Rules of Order, Revised" unless contrary to Association By-Laws.
A. GENERAL: The affairs of the Association shall be governed by a Board of Directors. It shall be the duty of the Board of Directors to direct the President in the general management of the affairs and business of the Association; to develop plans and set policy to assure continuity of program aims and purposes of the Association; and to provide the necessary leadership and instructions to implement these plans, policies and programs. Such Directors shall in all cases act as a board and they may adopt such rules and regulations for the conduct of their meetings and management of the Association as they may deem proper, not inconsistent with these By-Laws.
B. MEMBERSHIP: The board of Directors shall be composed of the following:
- All elected officers.
- All honorary officers and Turnage Award recipients. (Amended 1 August 1998)
- All past presidents in good standing within the Association.
- Nine elected Regular or Regular Life Members.
- Each Chapter President or his designee.
- The Commanding General of the Third Marine Division or his designee.
C. TERMS OF OFFICE: The terms of office shall be as follows:
- Elected officers: For their respective terms in office.
- Honorary officers: Lifetime.
- All past presidents: Lifetime.
- Nine elected members: The terms of office of the nine elected Board members shall be for three years. The terms of initial elected directors shall be as follows: 3 for 1 year, 3 for 2 years, and 3 for 3 years.
- Chapter presidents: For their respective terms in office.
- Commanding General of the Third Marine Division: While in command of the Third Marine Division.
D. METHOD OF ELECTION: The elected Directors shall be elected by the members of the Association at the Annual Meeting.
- The Board shall hold an Annual Meeting once a calendar year immediately preceding the Annual Meeting of Members.
- Special meetings of the Board may be called by the Chairman of the Board of Directors and shall be called by the Chairman of the Board of Directors upon written request of five or more Directors.
- The new Board of Directors shall have its Organizational Meeting immediately following the Annual Meeting of Members. The time and place of such meeting shall be announced by the Chairman of the Board of Directors.
- In the event that the Association Secretary is not present at the meeting, the Chairman of the Board of Directors shall designate a member of the Board to perform the duties of the Secretary. The minutes of the meeting, after approval by the Chairman of the Board of Directors, shall be forwarded to the Secretary for the Association's files.
F. NOTICE OF MEETINGS: Notice of meetings and agenda therefore shall be served by mail to each Director at least fifteen days prior to the date designated for such meetings, including the day of mailing. No other business may be discussed except by majority approval. No written notice of the Organizational Meeting shall be required.
G. CHAIRMAN OF THE BOARD OF DIRECTORS:
- The Chairman of the Board of Directors shall be that member of the Board of Directors elected by the Board members at its Organizational Meeting. He shall serve for a period of one (1) year with the responsibility for directing the Board in governing the affairs of the Association as set forth in Article IV.A. (Amended 15 July 1989)
- The Vice Chairman of the Board of Directors will be that member of the Board of Directors elected by the Board members at its Organizational Meeting. He shall serve for a period of one (1) year and will assume the responsibilities of the Chairman in the event of his incapacity or absence from any regular or special meeting. He shall further carry out any special duties assigned by the Chairman. (Amended 15 July 1989)
- The Secretary of the Board of Directors shall be the elected Secretary of the Association with responsibilities as set forth in Article V.D., and as further directed by the Chairman of the Board of Directors. (Amended 15 July 1989)
H. QUORUM: At any meeting of the Board of Directors, eight Members of the Board shall constitute a quorum for the transaction of business; but in the event of a quorum not being present, a lesser number may adjourn the meeting to some future time not less than ten days hence.
I. VOTING: At all meetings of the Board of Directors, each Director present is to have one vote.
J. VACANCIES: Vacancies on the Board occurring between Annual Meetings shall be filled, until the next Annual Meeting of the Members, by the Chairman. (Amended 11 July 1992)
K. REMOVAL OF DIRECTORS: Directors may be removed for cause at any time by a vote of two-thirds of the Board at any special meeting called for that purpose, but only after opportunity to be heard shall have been afforded the member.
L. EXECUTIVE COMMITTEE:
- The Executive Committee of the Board of Directors shall consist of the Chairman of the Board of Directors, the Vice Chairman, the Judge Advocate of the Association, and three (3) members of the Board elected at the Organizational Meeting of the Board of Directors. (Amended 15 July 1989)
- The Executive Committee shall be empowered to act for the Board of Directors on any matter requiring action at times between meetings of the Board of Directors; said Committee shall have the power to act on measures duly brought before it through correspondence provided; however, that, with respect to Association funds, such appropriation shall not exceed the sum of $1,500.00 at any Executive Committee session. (Amended 15 July 1989)
- Four Members of the Executive Committee shall constitute a quorum for the conduct of business.
- The Executive Committee may conduct business by correspondence or conference telephone call.
- The Executive Committee shall report its actions and activities to the Board of Directors at its next regularly scheduled meeting. (Amended 15 July 1989)
A. NUMBER: The Officers of the Association shall be as follows:
*May be combined as Secretary-Treasurer
- Judge Advocate
B. ELECTION: All Officers shall be elected by the Members at the Annual Meeting of Members and shall hold office for the term of one year or until their successors are elected. In case of death or resignation of the President, succession shall be as follows: Vice-President, Secretary and Treasurer. In case of the death or resignation of any other officer, the successor shall be appointed by the President to serve until the next Annual Meeting of Members. Officers elected at the Annual Meeting of Members shall assume their respective offices upon being administered the oath of office at the banquet. Honorary Officers may be elected at the discretion of the Members.
C. The nominee for office receiving a plurality of the votes cast shall be declared elected.
D. QUALIFICATIONS: All Officers shall be voting, regular or regular Life Members of the Association in Good Standing. Their duties are:
- The President shall preside at all meetings of the Members.
- He shall present at each Annual Meeting of Members, a report of the condition of the business of the Association.
- He shall cause to be called, whenever necessary, regular and special meetings of the Members and Directors in accordance with these By-Laws.
- He shall, as he may deem necessary or advisable, appoint and remove, employ, discharge and fix compensation of all servants, agents, employees and clerks of the Association, subject to the approval of the Board of Directors.
- He shall appoint such committees as he may deem necessary or advisable unless the designation of such committees are elsewhere provided for in these By-Laws.
- He shall sign and make all contracts and agreements in the name of the Association. However, he may delegate this responsibility to other Members in writing.
- He shall see that the books, reports, statements and certificates required by statute are properly kept, made and filed according to law.
- He shall enforce these By-Laws and perform all the duties incident to the position and office and which are required by law.
- He shall serve as an ex-officio member on all Boards and Committees, except the committee on Nominations.
- During the absence or inability of the President to render and perform his duties or exercise his powers as set forth in these By-Laws or in the acts under which this Association is formed and organized, the same shall be performed and exercised by the Vice-President.
- It shall be the duty of the Vice-President to assist the President in the management of the Association, performing such tasks as are assigned him by the President.
- The Secretary shall keep the minutes of the meetings of the Members, of the Board of Directors, and such other boards and committees as may be convened, in appropriate books.
- He shall be the custodian of the records and the seal and affix the latter when required.
- He shall supervise the office with the exception of the work under the jurisdiction of the Treasurer, subject to the will and authority of the President.
- He shall keep the books so as to show at all times the names of the Members, by units if practicable, alphabetically arranged, their respective places of residence, their post office address, the date on which each person became a Member and the amount paid as dues.
- He shall present to the Board of Directors at the regular and special meetings any communications to him officially as requested by the Board.
- He shall attend to all correspondence and perform all the duties incident to the office of Secretary.
- The Treasurer shall have the care and custody of and be responsible for all funds and securities of the Association and deposit all such funds in the name of the Association in such bank or banks, trust company or companies or safe deposit vaults as the Board of Directors may designate.
- He shall sign, make and endorse in the name of the Association all checks, drafts, warrants and orders for payment of money and pay out and dispose of same and receipt therefore under the direction of the Board of Directors.
- He shall exhibit at all appropriate times his books and accounts to any Member or Director of the Association upon application at the office of the Association during business hours.
- He shall render a statement of the condition of the finances of the Association at each regular meet- ing of the Board of Directors and at such other times as shall be required of him, and a full financial report at the Annual Meeting of Members. The fiscal accounting year shall be June 1 to May 31, inclusive.
- He shall keep at the office of the Association correct books of account of all Association business and transactions and such other books of account as the Board of Directors may require.
- He shall do and perform all duties appertaining to the office of Treasurer.
- He shall give a bond or other security in amount equal to the amount of funds in his custody for the faithful performance of his duties.
- SECRETARY-TREASURER: By election of the Members at the Annual Meeting of Members, one individual may be elected Secretary-Treasurer. If such is the case, his duties shall be outlines in Article V-D, 3 and 4 above.
- CHAPLAIN: He shall open and close meetings with prayer. He shall act as spiritual advisor to the Association and shall hold fitting funeral ceremony for deceased Members when called up to do so. Further, he shall be consulted when services memorializing Members of the Association are considered appropriate.
- JUDGE ADVOCATE: The Judge Advocate shall be, whenever possible, a licensed attorney-at-law. He shall advise the Association and its Officers in all matters of a legal nature concerning the Association. He shall also act as Parliamentarian at all official meetings.
- SERGEANT-AT-ARMS: He shall, under the direction of the presiding officer at any time and at all meetings, be empowered to preserve the dignity and decorum of the meetings and to take steps necessary to enforce instructions given him.
A. The Association shall have the following Standing Committees appointed by the President:
- A Committee on Nominations which will prepare a slate of Officers and Directors to be presented at the Annual Meeting of Members. It will consist of a Chairman and one member from each Chapter, (as nominated by the respective Chapter President), and not more than three members at large.
- A Committee on Resolutions which will consider and present proposed resolutions at the Annual Meeting of Members. It will consist of a Chairman and one member from each Chapter, (as nominated by the respective Chapter President), and not more than three members at large.
- A Reunion Advisory Committee which will have the following responsibilities:
- Develop and maintain a five-year plan and present proposed Reunion destinations for approval by the Board of Directors. (Amended 3 September 1994)
- Suggest a suitable nominee as Chairman of the Annual Reunion Committee for appointment by the President.
- To exercise overall control of planning and provide general guidance and assistance to the Chairman of the Annual Reunion Committee in running the Annual Reunion. (Amended 3 September 1994).
- The Reunion Advisory Committee will consist of a Chairman and two others appointed by the President. Their terms of office will be three years with one member being appointed each year.
- An Annual Reunion Journal Committee consisting of three members, one of which will be appointed Chairman, a Reunion Journal Editor and a Treasurer. It shall be the duty of the Chairman to organize the Annual Reunion Journal Advertising Program and supervise the preparation, publishing and distribution of the Annual Reunion Journal. He shall cause a financial statement to be prepared for submission to the President. The financial statement shall account for all funds received and disbursed in the production of the Annual Reunion Journal. The financial statement is due no later than four months after the conclusion of the Annual Reunion. The net proceeds and a copy of the financial statement shall be forwarded to the Association Treasurer.
- An Annual Reunion Committee which will consist of a Chairman appointed by the President and others as required to run the Annual Reunion. The Chairman will have the responsibility under the general guidance of the Reunion Advisory Committee, to plan and execute the Annual Reunion. The Chairman will have the authority to name his own committees and to execute and sign contracts for commitments in support of the Annual Reunion. The Chairman shall cause a financial statement to be prepared for submission to the President. The financial statement shall account for all funds received and disbursed in support of the Annual Reunion. The report is due no later than four months after the conclusion of the Annual Reunion. The net proceeds and a copy of the financial statement shall be forwarded to the Association Treasurer. This statement shall be published in CALTRAP for information of Association members. (Amended 25 September 1993)
- A Committee on Membership consisting of three members, one of whom will be appointed Chairman. It shall be the duty of this committee to organize, execute and supervise an active membership recruiting program within the Association.
- A Committee on By-Laws consisting of three members, the chairman will be the Judge Advocate. It shall be the duty of this Committee to consider proposed By-Law changes and to make appropriate recommendations concerning the same in sufficient time for publication in accordance with Article XII.
- A Committee on Awards consisting of three members, one of whom will be appointed Chairman. It shall be the duty of this Committee to solicit recommendations for appropriate national recognition for individual service which, in the opinion of the Committee, merits recognition by the Association.
- A Committee on Budget and Finance consisting of the Vice-President who shall be Chairman, the Secretary-Treasurer, The Judge Advocate and the immediate Past President of the Association. It shall be the duty of this Committee to prepare an annual budget for submission to the Board of Directors at the annual meeting, to supervise the expenditure of Association funds and to have conducted an annual audit of the funds of the Association.
B. The President may appoint Special Committees for other purposes as he feels necessary.
C. The Members of all Committees, (with the exception of the Reunion Advisory Committee), shall serve during the term of the President or at his pleasure, unless otherwise indicated.
A. The formation of Chapters of the Association will be encouraged by all Members. These Chapters will apply to the Board of Directors via the President for Charter and upon receipt of the Charter, will conduct themselves, their meetings and their finances consistent with these By-Laws. Such Chapters and Chapter Charters will remain in effect at the discretion of the Board of Directors. A Chapter must maintain a minimum membership of six Members. Membership in a Chapter is contingent upon the applicant being a Member in good standing in the Association. (Amended 16 September 2000)
B. Each Chapter shall elect a President and a Secretary-Treasurer and any other Officers necessary for the conduct of the Chapter. The names of the Officers shall be reported to the Association Secretary immediately upon election. Associate Members may vote and hold office in the Chapter at its discretion.
C. Chapter Secretaries will submit to the Association Secretary by June 1st of each year, a roster of Members of the Chapter in good standing.
D. Chapter Secretaries shall furnish such information as may be required to the various states' agencies as required by the law of the State in which the Chapter is located.
E. In their local activities, Chapters are encouraged to invite participation and support from active duty Marine Corps units and personnel in their areas. However, requests for support from Headquarters, U. S. Marine Corps, for bands, general officers as speakers, etc., will be coordinated by the Association Military Liaison Officer upon request of the Association President. (Amended 15 July 1989)
ARTICLE VIII PUBLICATIONS
The Board of Directors shall, if they deem it advisable, authorize official publications of the Association, and shall appoint editors thereof. The publications will be under the operational control of the Association President.
The Board of Directors may authorize the establishment of Special Funds for such purposes as are deemed necessary and advisable. The Board is responsible for developing regulations governing such Funds.
Any political action or attempt to influence politics, local or national, by the Association or by the Association Officers or employees acting for the Association, is prohibited.
- Upon disbandment of the Third Marine Division Association, Inc., all assets of the Association will be converted to cash, and all outstanding obligations liquidated. All remaining cash to be transferred to the Third Marine Division Association Memorial Scholarship Fund.
- Upon disbandment of the Third Marine Division Association, Inc., the Third Marine Division Association Memorial Scholarship Fund will be administered under the auspices of the Commanding General, Third Marine Division, FMF.
These By-Laws may be amended at any Annual Meeting of the Members, but only after due notice of such proposed amendment(s) has been published in the issue of the official publication of the Association immediately preceding the Annual Meeting of the Members. Such Amendments shall be effective immediately upon the conclusion of the Meeting of Members at which adopted. Proposed Amendments must be submitted to the Chairman of the By-Laws Committee on or before 1 April. (Amended 11 July 1992)
(Revised 30 September 2000)