By-Laws

of the

Medina County Women of the Military

Article I – Name Section 1. The name of this organization shall be the Medina County Women of the Military, hereinafter referred to as the association.

Article II – Purpose Section 1. To the extent feasible, the purposes of this association shall be:

(a) To develop camaraderie among the women with military service experience.

(b) To provide support for women with military service experience.

(c) To increase community awareness of the contributions made by military women.

Article III – Status Section 1. The association shall be a nonprofit organization, operated exclusively for the purposes specified in Article II above.

Section 2. Officers and appointive officials shall not receive any stated compensation for their services, but the board may authorize reimbursement of expenses incurred in the performance of their duties.

Section 3. Nothing herein shall constitute members of the association as partners for any purpose. No member, officer or agent of the association shall be liable for the acts or failures to act on the part of any other member, officer, or agent. Nor shall any member, officer, or agent be liable for her acts or failures to act under these bylaws, excepting only acts or failures to act arising out of her willful misfeasance.

Section 4. The association shall use its funds only to accomplish the purposes specified in Article II above, and no part of said funds shall inure, or be distributed, to members.

Section 5. In the event of dissolution of the association, and after the discharge of all its liabilities, the remaining assets shall be given to a nonprofit organization whose purposes and objectives are similar to those of the association, such organization to be designated by a majority vote of the board.

Article IV – Section 1. The membership of the association shall be

Membership composed of women who are or have been members of any of the U.S. uniformed services, including the Reserves or the National Guard.

Section 2. Subject to the provisions of Section 1 above, the membership shall be called regular members and are women who have served or are currently serving as a member of the U.S. uniformed services.

Section 3. The board may grant honorary membership to certain individuals in recognition of their services to the association. Normally, an individual eligible for regular membership is not eligible for honorary membership. Honorary membership shall not convey any voting rights and shall not entail any requirement for the payment of dues.

Section 4. Applications for regular membership shall be submitted in writing to the board. Recommendations for honorary membership shall be submitted in writing to the board by regular members. The board shall be empowered to accept or reject any application or recommendation for membership.

Section 5. The board may drop any member for good and sufficient cause, after she has been given an opportunity to be heard.

Article V – Voting Section 1. Except as otherwise provided in these bylaws, all question coming before the membership shall be decided by a majority vote.

Section 2. Only regular members in good standing, actually present at a meeting of the association shall be entitled to vote.

Section 3. Proxy voting shall not be permitted at any meeting of the association.

Article VI – Dues Section 1. The annual dues for each member, for the next calendar year, shall be determined by the membership at the annual meeting, after receiving the board’s recommendation in the matter.

Section 2. The annual dues for a calendar year shall become due on 1 January of that year.

Article VII – Meetings Section 1. There shall be an annual meeting of the association during the month of November for the receipt of annual reports, the determination of annual dues for the next calendar year, the election of officers and the transaction of other business. Notice of the meeting shall be mailed to each member at her last recorded address.

Section 2. Regular meetings of the association shall be determined by the board. Notice of each such meeting shall be mailed to each member at her last recorded address.

Section 3. Special meetings of the association maybe called by the president. Notice of any special meeting shall be mailed to each member at her last recorded address, with information as to the subject or subjects to be considered.

Section 4. All members present possessing voting rights shall constitute a quorum at any meeting of the association.

Section 5. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the association in all cases to which they are applicable and in which they are not inconsistent with these bylaws or any special rules of order the association my adopt.

Article VII – Board Section 1. The Board shall be composed of the elective officers (president, vice president, secretary and treasurer), and the elective positions (social co-coordinator, public relations, membership recruiter and liaison to the Governor’s Task Force).

Section 2. The board shall be elected annually by the membership in December. Each board member shall take office on January 1^st in the calendar year following her election and shall serve for a term of one year.

Section 3. The board shall have supervision, control and direction of the affairs of the association, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes, and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as may be deemed advisable and may, in the execution of the powers granted, appoint such agents as it may consider necessary.

Section 4. The board shall not be authorized to adopt resolutions in the name of the association.

Section 5. The board shall meet upon call of the president at such times and places as she may designate and shall be called to meet upon demand of a majority of its members.

Section 6. All board members present at the meeting shall constitute a quorum.

Section 7. All questions coming before the board shall be decided by a majority vote, with each member of the board actually present being entitled to one vote. Proxy voting shall not be permitted.

Article IX – Officers Section 1. The elective officers shall be a president, a vice president, a secretary and a treasurer, each of whom shall be a regular member of the association.

Section 2. The elective officers shall be elected annually by the membership in December. Each elective officer shall take office on January 1^st in the calendar year following her election and shall serve for a term of one year and until her successor is duly elected and installed or upon resignation or removal from office.

Section 3. No member shall be eligible to serve more than two consecutive one-year terms as president.

Section 4. A vacancy in the office of the president shall be filled automatically by the vice president. Vacancies in other offices shall be filled as the board may decide.

Section 5. The president shall be the chief elective officer of the association, shall preside at meetings of the association and of the board and shall be a member ex officio, with the right to vote, of all committees except the nominating committee. She shall also, at the annual meeting and at such other times as she deems proper, communicate to the association or to the board information or proposals which in her opinion would help in achieving the purposes of the association. Further, she shall perform such other duties as are necessarily incident to the office of the president.

Section 6. In the event of the president’s temporary disability or absence, the vice president shall perform the duties of the president. In the event of the temporary disability or absence of both the president and the vice president, the secretary shall perform the duties of the president. The vice president shall perform such other duties as the president may assign.

Section 7. The secretary shall maintain a record of all proceedings. She shall maintain the membership records. She shall prepare such correspondence as may be required and shall maintain the association’s correspondence files. She shall safeguard all important records and documents belonging to the association. Further, she shall perform such other duties as are commensurate with her office or as may be assigned to her by the board or the president.

Section 8. The treasurer shall collect the members annual dues and all donations. She shall maintain a record of all sums received and expended by the association and shall make such disbursements as are authorized by the association or the board. The treasurer shall inform the secretary of membership dues paid and donations received. She shall deposit all sums received in a financial institution approved by the board and funds may be drawn therefrom only upon the signature of the treasurer. She shall make a financial report at the annual meeting or when called upon by the president. The funds, books, and vouchers in her hands shall at all times be subject to inspection and verification by the board

Article X - Section 1. The president, subject to the approval of the

Committees board, shall appoint such committees as may be required by the bylaws or as she may find advisable.

Section 2. The committees of the association shall include a Parade Committee and a Veteran’s Day Luncheon Committee.

Section 3. At least 60 days before the annual election, the board shall appoint a nominating committee of three regular members to nominate candidates for the elective offices. The committee shall notify the secretary at least 30 days before the annual election of its proposed slate of elective officers for the next calendar years, and the secretary shall mail a ballot thereof to each regular member at her last recorded address.

Article XI- Section 1. These bylaws may be amended, repealed or

Amendments altered, in whole or in part, by a two-thirds vote at any duly organized meeting of the association, provided that a copy of any amendment proposed for consideration has been mailed to each regular member at her last recorded address.

Article XII – The Flag Section 1. The American flag shall be displayed and honored at all meetings of the association.

This is to certify that these bylaws were approved and adopted at the annual meeting of the Medina County Women of the Military on

(Date)

(Name)

(Rank and Service)

(Office)