BY-LAWS OF THE MARINE CORPS HISTORICAL ASSOCIATION — A NONPROFIT CORPORATION

ARTICLE I — ORGANIZATION

1. The name of the Association shall be the Marine Corps Historical Association and may be abbreviated as MCHA.

2. The Marine Corps Historical Association, incorporated in the State of Washington as a Nonprofit Corporation, is the only legally recognized corporate entity of the Association in the United States. All authorized Units or committees are subunits of the Association and cannot enter into legal actions without the permission of the Board or those to whom the Board has delegated authority to grant such permission.

3. The Association may at its pleasure by a simple majority vote of the membership body change its name or seal.

ARTICLE II — DEFINED TERMS

As used in these By-Laws, the following terms are defined as follows: “Board” shall mean the Board of Directors of the MCHA. “Association” shall mean the whole of the Marine Corps Historical Association. “Unit” shall mean groups officially recognized, in writing, by the Association. “Instructors” shall mean those individuals appointed by the Board to temporary instructional roles. “Corporation Law” shall mean the Washington State Nonprofit Corporation law. “Law” shall mean those laws governing the United States of America, its territories, and protectorates.

ARTICLE III — PURPOSES

1. The Marine Corps Historical Association, MCHA, a nonprofit corporation, is founded to promote the history of the United States Marine Corps, the importance of national pride, service to others, and the maintenance of a drug and gang-free lifestyle to youth through a rewarding program which is both physically and mentally challenging.

2. The Association will not encourage, request or direct any person to violate the law. No individual, unit, or other entity of the Association shall encourage, request or direct any person to violate the law.

ARTICLE IV — LIMITATIONS

At all times the following shall operate as conditions restricting the operations and activities of the corporation:

1. No part of the net earnings of the corporation shall inure to any member of the corporation not qualifying as exempt under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended, nor to any director or officer of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation, or allowed by the corporation as a reasonable allowance for authorized expenditures incurred on behalf of the corporation;

2. No substantial part of the activities of the corporation shall constitute the carrying on of propaganda or otherwise attempting to influence legislation, or any initiative or referendum before the public, and the corporation shall not participate in, or intervene in (including by publication or distribution of statements), any political campaign on behalf of, or in opposition to, any candidate for public office; and

3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986, as now enacted or hereafter amended.

4. The corporation shall not lend any of its assets to any officer or director of this corporation, unless such loan program is regularly conducted as part of the activities of the Association and the qualification of the individual to participate in same is determined by a panel comprised solely of non-Board members, or guarantee to any person the payment of a loan by an officer or director of this corporation.

ARTICLE V — MEMBERSHIP

1. There shall be several classes of membership: Regular, Associate, and such other special classes as the Board of Directors may establish. The Board may discontinue any membership class it previously established; any member in a discontinued class shall be transferred to another class with equivalent privileges and without increase in dues until that member's next membership anniversary. Membership in this Association shall be restricted to honorable men and women dedicated to preserving, and teaching, the history of the United States Marine Corps.

2. The dues for each class and category of membership shall be set by the Board annually in adopting the Association operating budget or more frequently by separate resolution. All dues are collected each calendar year. The Board may exempt any class or any member from dues.

3. Physical fitness requirements are set forth to ensure that the appearance of members aligns with the United States Marine Corps. All Regular and Associate members will maintain a minimum satisfactory score as outlined in an annual Physical Fitness Test. The Board may exempt any member from the Physical Fitness Test due to a medical waiver.

4. Grooming requirements are set forth to ensure that the appearance of members aligns with the United States Marine Corps. All Regular and Associate members shall maintain grooming standards aligned with the United States Marine Corps.

5. Those persons claiming current or prior military service on their membership application shall, upon the request of the Board, be required to submit a clear document certifying honorable service in the United States military. Such documentation may be a copy of a DD214, Department of Defense issue identification card, or certificate of honorable discharge.

ARTICLE VI — MEETINGS

1. The annual membership meeting of this Association shall be held on the first Saturday of June each and every year except if such day be a legal holiday, then and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these by-laws.

2. The Communications Officer shall cause to be mailed to every member in good standing at his address as it appears in the membership roll book in this Association a notice telling the time and place of such annual meeting.

3. Regular meetings of this Association shall be held online via chat room and/or at http://www.mycorps.com/forum

4. The presence of not less than three (3) of the members shall constitute a quorum and shall be necessary to conduct the business of this Association; but a lesser percentage may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by these by-laws and the secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.

5. Special meetings of this Association may be called by the Commandant when he deems it for the best interest of the Association. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least ten (10) days before the scheduled date set for such special meeting. Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom it was called. At the request of sixty (60%) percent of the members of the Board of Directors or two thirds (2/3) of the members of the Association, the Commandant shall cause a special meeting to be called but such request must be made in writing at least ten (10) days before the requested scheduled date.

6. No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all those present at such meeting.

ARTICLE VII — VOTING

1. At all meetings, except for the election of officers and directors, all votes shall be by voice. For election of officers, ballots shall be provided and there shall not appear any place on such ballot that might tend to indicate the person who cast such ballot.

2. At any regular or special meeting, if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.

3. At all votes by ballot the chairman of such meeting shall, prior to the commencement of balloting, appoint a committee of three who shall act as "Inspectors of Election" and who shall, at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

4. No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

5. Votes by Electronic Mail: Association entities may conduct votes by electronic mail, if the minimum requirements listed below are met. As used in this bylaw, “Association entity(ies)” means the Units and all other Association subunits, but not the Board itself or any committees thereof (i.e., any committee consisting solely of Board members).

Minimum requirements for electronic mail votes are:
A. The Association entity has authorized voting by electronic mail in advance;
B. Voting members of the Association entity all receive the same information, including each member’s vote;
C. A date and time is set for the start and end of each electronic mail vote;
D. A member may change his or her vote at any time prior to the final date and time set for the end of each electronic vote;
E. No motion is approved by less than a majority of the current voting members of the entity, excluding vacancies; and
F. Votes by electronic mail are recorded in the minutes of the next regular meeting.

ARTICLE VIII — ORDER OF BUSINESS

1. The Order of Business at Board meetings shall be as follows:
1) Roll Call.
2) Reading of the Minutes of the preceding meeting.
3) Reports of Committees.
4) Reports of Officers.
5) Old and Unfinished Business.
6) New Business.
7) Adjournments.

ARTICLE IX — BOARD OF DIRECTORS

1. The Board of Directors shall have the control and management of the affairs and business of this Association. Such Board of Directors shall only act in the name of the Association when it shall be regularly convened by its Chairman after due notice to all the directors of such meeting. A majority of the Directors then in office, but not less than two (2), shall constitute a quorum for the transaction of business by the Board and the meetings of the Board of Directors shall be held regularly on the second Saturday of each and every month.

2. Each Director shall have one vote and such voting may not be done by proxy.

3. In the event of a tie vote of the Board of Directors, the Commandant shall have the deciding vote.

4. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

5. Vacancies in the Board of Directors shall be filled by a vote of the majority of the remaining members of the Board of Directors for the balance of the year.

6. The Commandant of the Association by virtue of his office shall be Chairman of the Board of Directors.

7. The Board of Directors shall select from one of their members the Chief Administrative Officer.

ARTICLE X — OFFICERS

1. The initial officers of the Association shall be as follows:
a. Commandant
b. Adjunct
c. Chief Administrative Officer
d. Chief Financial Officer

2. The Commandant shall preside at all membership meetings. He shall by virtue of his office be Chairman of the Board of Directors. He shall present at each annual meeting of the Association an annual report of the work of the Association. He shall appoint all committees, temporary or permanent. He shall see all books, reports and certificates required by law are properly kept or filed. He shall be one of the officers who may sign the checks or drafts of the Association. He shall have such powers as may be reasonably construed as belonging to the chief executive of any Association.

3. The Adjunct shall in the event of the absence or inability of the Commandant to exercise his office become acting Commandant of the Association with all the rights, privileges and powers as if he had been the duly appointed Chairman of the Board of Directors.

4. The Chief Administrative Officer shall keep the minutes and records of the Association in appropriate books. It shall be his duty to file any certificate required by any statute, federal or state. He shall give and serve all Notices to members of this Association. He shall be the official custodian of the records and seal of this Association. He may be one of the officers required to sign the checks and drafts of the Association. He shall present to the membership at any meetings any communication addressed to him as Secretary of the Association. He shall submit to the Board of Directors any communications which shall be addressed to him as Secretary of the Association. He shall attend to all correspondence of the Association and shall exercise all duties incident to the office of Secretary.

5. The Chief Financial Officer shall have the care and custody of all monies belonging to the Association and shall be solely responsible for such monies or securities of the Association. He shall cause to be deposited in a regular business bank or trust company the funds of this corporation not exceeding its projected operating budget, the balance of the funds of the Association shall be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a nonprofit corporation in this state.

a. He must be one of the officers who shall sign checks or drafts of the Association. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it. He shall render at stated periods as the Board of Directors shall determine a written account of the finances of the Association and such report shall be physically affixed to the minutes of the Board of Directors of such meeting. He shall exercise all duties incident to the office of Treasurer.

6. Officers shall by virtue of their office be members of the Board of Directors. No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director for receiving any compensation from the Association for duties other than as a director or officer.

ARTICLE XI — MANAGEMENT OF THE ORGANIZATION

1. Both paid, and volunteer, professionals and staff shall conduct the day-to-day business of the Association.

2. For ease of administration, the Association shall be organized under the following departments or offices:

a. G1 - Personnel or Administration: The personnel and administration office supervises personnel and administration systems. This department functions as the essential administrative liaison between the subordinate units and the headquarters, handling personnel actions coming from both bottom up or from the top down. The head of this office may be referred to or called the Adjutant.

b. G2 - Intelligence / Security / Information Operations: The intelligence section is responsible for collecting and analyzing intelligence information as it pertains to the Associations routine operations, to determine favorable and unfavorable course of action taking place or those most likely, or may take place, as a result of direct efforts to prevent the accomplishment of the Associations mission. This office may also control maps and geographical information.

c. G3 Operations: The operations office, which may include plans and training. The operations office plans and coordinates operations, and all things necessary to enable the formation to operate and accomplish the Associations mission. All aspects of sustaining a unit's operations, planning future operations, and additionally planning and executing all training, fall under the responsibility of operations.

d. G4 Logistics: The logistics office, is responsible for managing logistical support and providing all manner of supplies and services such as Fuel, Food, Water, Maintenance, Materials, and Transportation.

e. G5 Plans: The plans office, responsible for business affairs or strategy. Implements, networks and establishes course of action consistent with the mission of the Association.

f. G6 Communications: The communications office directs all communications and is the point of contact for the issue of communications instructions during operations as well as for communications troubleshooting. This shall include computers, faxes, copy machines, and phone systems, and wireless direct radios.

g. G7 Information Operations: Information operations are characterized by two ongoing, synchronized IO operations: one to shape the operating environment for future operations; the other to provide direct support to Association Staff and HQ with a reflective report going to the general Association membership.
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h. G8 Finance: The finance branch, not to be confused with Administration from which it has split, sets the finance policy and accountability for the Association. Operationally, the Administration and Finance may be interlinked, but have separate reporting chains.

i. G9 Public Relations: Public Relations are the activities that establish, maintain, influence, or exploit relations between the Association and all other parties, the government or nongovernment civilian organizations and authorities, and the populace in order to facilitate Association operations and consolidate and achieve mission objectives.

ARTICLE XII — SALARIES

1. The Board of Directors shall hire and fix the compensation of any and all employees, including managers, instructors, staff, and assistants of the Association, which they in their discretion may determine to be necessary for the conduct of the business of the Association.

ARTICLE XIII — COMMITTEES

1. All committees of this Association shall be appointed by the Board of Directors and their term of office shall be for a period of one year or less if sooner terminated by the action of the Board of Directors.

ARTICLE XIII — DUES AND FEES

1. The annual dues of this Association shall be shall be payable on the first Saturday of June.

2. A one-time application fee for new members, shall be set by the Board annually in adopting the Association operating budget or more frequently by separate resolution.

ARTICLE XIV DEBT OBLIGATIONS AND PERSONAL LIABILITY

1. No Member, Officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the Members, Officers or Directors be subject to the payment of the debts or obligations of this corporation.

2. All creditors shall look only to the assets of the Association for payment.

ARTICLE XV — TERMINATION OF MEMBERSHIP

1. Membership in the Association will be terminated under any of the following circumstances. Termination of membership shall not entitle the Member to a refund of any monies paid by the Member to the Association (in whole or pro rata).

a. Resignation. A Member may voluntarily withdraw membership by providing written notification to the Association.

b. Failure to meet obligations of membership. Should a Member fail to meet their obligations as set out in the by-laws, or standing rules, (including the payment of dues) then their membership shall be terminated.

c. Death. A membership shall be automatically terminated upon death of the member (or insolvency event in the case of an organization).

d. Termination by the Board for cause. A Member may lose their membership at the discretion of the Board.

ARTICLE XVI — AMENDMENTS

These by-laws may be altered, amended, repealed or added to by an affirmative vote of not less than sixty (60%) percent of the members.