Section 11-01. Corporate Records. The Corporation shall keep at its principal place of business, wherever situated, or at its National Headquarters, original or duplicate records of the proceedings of the meetings of the members, of the Board of Directors, and Executive Committee, and the original or copy of its Bylaws, including all amendments and alterations thereto. The Corporation shall keep at its principal place of business or at its National Headquarters complete and accurate books or records of accounts.
Section 11-02. Fiscal Year. The fiscal year of the Corporation shall be January 1st to December 31st.
Section 11-03. Financial Reports. Annually, a financial statement showing the revenues and expenses of the Corporation for the previous fiscal year, a balance sheet showing the assets and liabilities and changes therein for the previous fiscal year, and a report of the revenues, expenses, assets, liabilities and changes therein of trust fund balances for the previous fiscal year, as well as the size of the current membership (indicating involuntary and voluntary terminations) through the previous quarter of the current fiscal year, verified by the Treasurer, shall be published in the Directory or its annual update, and shall be reviewed and approved by the members at the annual membership meeting, then filed with the minutes of that meeting.
Section 11-04. Right of Inspection. Each member and Director shall, upon written demand under oath stating the purpose thereof, have the right to examine, in person or by agent or attorney, during the usual hours for business for any proper purpose, the books and records of account and the records of the proceedings of the members, of the Board of Directors and of the Executive Committee, and to make copies or extracts there from. The records, books or records of account, or procedures will not be removed from the office in which they are normally kept to be copied under the authority of this Section.
Section 11-05. Execution of Written Instruments. After authorization in the manner provided by law or in these Bylaws, all contracts, deeds, mortgages, obligations documents and instruments, whether or not requiring a seal, may be executed by the Chairman or his designee, and attested by the Secretary or the Treasurer, or may be executed or attested, or both, by such other person or persons as may be specifically designated by resolution of the Board of Directors. No person may change or alter contracts, deeds, mortgages, obligation documents, correspondence and instruments without first obtaining permission from the originator of the document. Such one or more Officers or agents shall sign all checks, notes, drafts and orders for the payment of money as the Board of Directors, or the Executive Committee may from time to time designate.
Section 11-06. Telecommunications. One or more persons may participate in a meeting of the Board, of the Executive Committee, or of another committee of the Board, by means of a telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
Section 11-07. Masculine to Include Feminine and Neuter. Whenever in these Bylaws the words “he,” “him,” “his” are used, they shall be deemed, where appropriate, to mean the comparable feminine or neuter pronoun.
Section 11-08. Tax Exempt Status. The Marine Embassy Guard Association, Inc., will be determined to be a tax exempt organization under Section 501(c)(19) of the IRS Code. As such, Federal income tax returns must be filed annually. The Marine Embassy Guard Association shall take all necessary actions to protect its tax-exempt status.
Section 11-09. Other Income. Other funds may be received from endowments, contributions or through special fund-raising activities. Such funds, when designated for special purposes, shall be maintained in separate accounts, with the interest on each such account accruing to and for the benefit of each such account.
Section 11-10. Fund-Raising Activities. The Marine Embassy Guard Association may initiate fund-raising activities to support the operation of the Corporation and such other causes as may be approved by the Board of Directors or the Executive Committee.
Section 11-11. Fiscal Year Budget. Each year the Treasurer with the assistance of the Chairman shall prepare the next fiscal year budget. They shall first determine the estimated revenues for the next fiscal year, and using those estimates as a guide, prepare a line-by-line budget based on that level of funding. The budget and estimated revenue, along with an explanation of each expense, shall be sent to the Board of Directors at least 30 days prior to the Annual Board meeting for review. The budget will then be finalized by the Board of Directors and presented to the members at the Annual Membership Meeting for approval. Once approved, this will become the authorized spending level for the Corporation. All expenditures above this approved level will require authorization of the Board of Directors, or as contained in these Bylaws.
Section 11-12. Financial Commitments. The Chairman shall have authority to execute financial commitments, contract, etc., for goods and services in support of the routine operations of The Marine Embassy Guard Association as approved in the current year’s budget. He/She may also have authority to spend up to a set amount beyond that budgeted, when authorized by a resolution of the Board of Directors. Committee chairs, if any, may be delegated the authority to contract for goods and services in support of their functional responsibilities. All other commitments, contract and real estate transactions shall have prior approval of the Board of Directors or the Executive Committee within its limits. No purchase, sale, mortgage, or lease away of real property shall occur without the approval of two-thirds (2/3) vote of the Board of Directors (as provided in Section 6-10 above).
Section 11-13. Membership List. The membership list of The Marine Embassy Guard Association is proprietary, and shall not be sold, leased, copied, loaned or assigned, nor will it be used for any commercial or political purpose without the express permission, in writing, of the Board of Directors.
Section 11-14. Representation at Outside Functions. The Chairman may appoint a member(s) to represent The Marine Embassy Guard Association at meetings or events of other organizations or functions.
Section 11-15. Publications. The Marine Embassy Guard Association newsletter “MEGA-NEWS” shall be the official publication of The Marine Embassy Guard Association. The Corporation may also send official mailings to the members that are informative, of importance to the operation of business, or to comply with these Bylaws.
Section 11-16. Publisher. The Publisher of the “MEGA-NEWS” shall be responsible for the budgeting, scheduling, production and distribution of the newsletter.
Section 11-17. Editor in Chief. Editorial content and format shall be the responsibility of the Editor in Chief. Material for publication in the “MEGA-NEWS” may be submitted by any member or outside agent. Such materials are subject to editorial review and copyright release. News releases and other publicity prepared for distribution outside The Marine Embassy Guard Association are subject to the requirements of Section 11-20 of these Bylaws.
Section 11-18. Rules of Procedure. The rules of procedure at all meetings of the Board of Directors, committees or members shall be the rules contained in the latest edition of Parliamentary, Law for Nonprofit Organizations, by Howard L. Oleck, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation or any resolution of the Board of Directors.
Section 11-19. Chapters. Upon application, the Board of Directors may approve the establishment of unincorporated local chapters of The Marine Embassy Guard Association. Bylaws or changes to the Bylaws of such local chapters shall be approved by the Board of Directors and shall be consonant with the Articles of Incorporation and these Bylaws. Chapter membership shall be limited to active members. The Marine Embassy Guard Association may terminate such chapter(s) by two-thirds (2/3) vote of the Board of Directors.
Section 11-20. Public Relations (Outside Issues). The Marine Embassy Guard Association may take positions on behalf of its members in matters of importance that are not in conflict with the purposes stated in Article I of these Bylaws. The Marine Embassy Guard Association shall NOT as an entity support individual candidates for elected political office. When appropriate, the Chairman, his or her appointee, or the Executive Committee will generate appropriate correspondence or media releases. The Board of Directors for comments, recommendations and concurrence prior to release will review draft correspondence or proposed actions. The Chairman or Executive Committee shall act in an expeditious manner on issues and shall not allow long delays in generating correspondence or position statements. The Chairman, or the Chairperson of the Executive Committee shall be the only authorized signatories for letters, correspondence or news releases presenting the position of The Marine Embassy Guard Association.
When an issue is brought to the attention of The Marine Embassy Guard Association by a member, and the Board of Directors does not approve The Marine Embassy Guard Association’s involvement, the Chairman will explain the decision of the Board to the member by appropriate means, usually written correspondence.