ARTICLE I
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:
1. 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.
2. To perpetuate the history and
traditions of the Third Marine Division;
3. To promote and safeguard the
principles of justice, freedom and democracy,
4. To foster patriotism, love of our
country and our flag; to perpetuate the spirit and
traditions of the United States Marine Corps;
5. To promote and cultivate social
intercourse and fellowship among our members; and
6. 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, fines, 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
anyone or more of the objectives and purposes herein above set forth and to do anyone or
more of the actsand 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 anyone 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 of those persons living and deceased who are or were
eligible for regular membership under Article ll.A 1 are eligible for Associate
Membership.
- 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 I, to December
31. If dues are not paid by April! 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 opportunity 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:
1. 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)
2. 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 oral! 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.
ARTICLE IV
DIRECTORS
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:
I. All elected officers.
2. All honorary officers and Turnage
Award recipients. (Amended 1 August 1998)
3. All past presidents in good standing
within the Association.
4. Nine elected Regular or Regular Life
Members.
5. Each Chapter President or his
designee.
6. The Commanding General of the Third
Marine Division or his designee.
C. TERMS OF OFFICE: The terms of office
shall be as follows:
I. Elected officers: For their
respective terms in office.
2. Honorary officers: Lifetime.
3. All past presidents: Lifetime.
4. 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 I year, 3 for 2 years, and 3 for 3 years.
5. Chapter presidents: For their
respective terms in office.
6. 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.
E. MEETINGS:
I. The Board shall hold an Annual
Meeting once a calendar year immediately preceding the Annual Meeting of Members.
2. 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.
3. 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.
4. 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 (I) 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 (I) 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 VD., 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, bythe 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 ofDirectors; 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$I,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 ofDirectors at its next regularly scheduled
meeting. (Amended 15 July 1989)
ARTICLE V
OFFICERS
A. NUMBER: The Officers of the
Association shall be as follows:
President
Vice-President
Secretary*
Treasurer*
Chaplain
Judge Advocate
Sergeant-at-Arms
*May
be combined as Secretary-Treasurer
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 Offi~rs 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:
1. PRESIDENT:
a. The President shall preside at all
meetings of the Members.
b. He
shall present at each Annual Meeting of Members, a report of the condition of the business of the Association.
c. He shall cause to be called, whenever
necessary, regular and special meetings of the Members and Directors in accordance with
these By-Laws.
d. 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.
e. 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.
f. 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.
g. He shall see that the books, reports,
statements and certificates required by statute are properly kept, made and filed
according to law.
h. He shall enforce these By-Laws and
perform all the duties incident to the position and office and which are required by law.
i. He
shall serve as an ex-officio member on all Boards and Committees, except the committee on
Nominations.
2. VICE-PRESIDENT:
a. 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.
b. 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.
3. SECRETARY:
a. 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.
b. He shall be the custodian of the
records and the seal and affix the latter when required.
c. 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.
d. 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.
e. He shall present to the Board of
Directors at the regular and special meetings any communications to him officially as
requested by the Board.
f. He shall attend to all correspondence
and perform all the duties incident to the office of Secretary.
4. TREASURER:
a. 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.
b. 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.
c. 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.
d. He shall render a statement of the
condition of the finances of the Association at each regular meeting 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.
e. 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.
f. He shall do and perform all
duties appertaining to the office of Treasurer.
g. 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.
5. SECRETARY -TREASURER: By election of
the Members at the Annual Meeting of Members, one individual may be elected
Secretary-Treasurer. Ifsuch is the case, his duties shall be outlines in Article V-D, 3
and 4 above.
6. 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.
7. 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.
8. 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.
ARTICLE VI
COMMITTEES
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:
a) Develop
and maintain a five-year plan and present proposed Reunion destinations for approval by
the Board of Directors. (Amended 3 September 1994)
b) Suggest
a suitable nominee as Chairman of the Annual Reunion Committee for appointment by the
President.
c) 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).
d) 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 CAL TRAP 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.
ARTICLE VII
AREA CHAPTERS
A. The formation of Area 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.
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 ofDirectors 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.
ARTICLE IX
SPECIAL FUNDS
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.
ARTICLE X
POLITICS
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.
ARTICLE XI
DISBANDMENT
- 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.
ARTICLE XII
AMENDMENTS
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. ProPJsed
Amendments must be submitted to the Chairman of the By-Laws Committee on or before 1
April. (Amended 11 July 1992)
(Revised 30 September1998) |
