NAME AND LOCATION
Section 1. The Association is a nonprofit corporation incorporated in the state of Virginia under the name of the “Marine Corps Aviation Association.” The National Headquarters office of the Association is located on the Marine Corps Base at Quantico, Virginia. The Association shall operate under the provisions of Federal Income Tax Code 501(c)(19).
Section 1. The purposes of the Association will be:
a. To foster and encourage interest in Marine Corps aviation, and to perpetuate the spirit of comradeship traditional in Marine Corps aviation.
b. To provide appropriate recognition for superior performance and achievement in Marine Corps aviation.
c. To assimilate and perpetuate the historical traditions of the First Marine Aviation Force Veterans Association.
Section 1. REGULAR MEMBERS are Marines and other members or former members of the United States of America Armed Forces, who have served with Marine Corps aviation units, and whose entire character of service has been honorable.
Section 2. HONORARY MEMBERS
a. Any person who has made a significant contribution to Marine Corps aviation may be approved for honorary membership by the Board of Directors present at any scheduled business meeting.
b. Honorary Members may not vote or hold office.
Section 3. ASSOCIATE MEMBERS
a. Any person who has expressed an interest in Marine Corps aviation and the goals of the corporation.
b. Associate Members may not vote or hold office.
Section 4. CORPORATE MEMBERS
a. Any business Corporation associated with Marine Corps aviation, which has expressed an interest in Marine Corps aviation and the goals of the Association, shall be eligible for Corporate Membership.
b. Corporate Members shall have the rights and privileges of Regular Members, except they shall not be eligible to vote or hold office.
Section 5. MEETINGS
a. One regular membership meeting will be held each year in conjunction with the annual Symposium and Reunion.
b. The purpose of the meeting will be to update the Membership on the affairs of the Association and to vote on the new slate of National Officers
c. Notice of the meeting will be published in the Association’s magazine, The Yellow Sheet, before the date of the meeting.
d. If at least one annual Membership meeting cannot be held due to circumstances beyond the Association’s control, the Board of Directors or the Executive Council is empowered to extend the previous year’s slate to serve until a Membership meeting may be held.
BOARD OF DIRECTORS
Section 1. MEMBERSHIP
a. The Board of Directors shall consist of the National Officers, the District Directors, the three most recent past, living National Commanders, At-Large Directors and three Committee Chairmen. The Executive Director shall serve ex-officio.
b. The control and management of the affairs of the Association shall be vested in the Board of Directors of the Association, as directed by these Bylaws and the Articles of Incorporation in the Commonwealth of Virginia.
c. Whenever a director or officer has a financial or personal interest in any matter coming before the Board of Directors, the affected person shall fully disclose the nature of the interest and withdraw from discussion, lobbying, and voting on the matter. Any transaction or vote involving a potential conflict of interest shall be approved only when a majority of disinterested directors determine that it is in the best interest of the association to do so. Policies dealing with potential conflicts of interest throughout the Association governance bodies and MCAA staff will be approved by the Governance Committee and reviewed biennially. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
Section 2. MEETINGS
a. The Board of Directors shall meet at least annually. The National Commander will set the date of the meeting.
b. A quorum shall consist of at least fifty percent of the board members for business transactions to take place and motions to pass.
c. Decisions of the Board of Directors will be made by majority vote.
d. Written notice of the Board of Directors meetings will be provided to the members, giving the date, time and location of the meetings. This notice should be at least one month before the meeting.
e. Any one or more Board members may participate in a meeting of the Board by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for the purposes of determining if a quorum is present. All regulations of the Commonwealth of Virginia regarding electronic conduct of meetings will be met.
f. The minutes of the previous Board of Directors meeting should be approved by the members at the first subsequent meeting. These minutes will become part of the permanent records of the Association.
g. Special meetings of the Board may be called at the direction of the National Commander or by a majority of the voting Board members then in office, to be held at such time, day, and place as shall be designated in the notice of the meeting. Notice of any special meeting of the Board shall be received by each member by mail, overnight courier, telecopier, electronic mail, or other mode of written transmittal, not less than three (3) days before the time set for such a meeting, and must include the time, date place, and purpose of such meeting.
Section 3. OFFICERS
a. The National Officers shall consist of the following:
(1) The National Commander, who shall be the Chief Executive Officer of the Association and shall, subject to the control of the Board of Directors, have general supervision, and direction and control of the business affairs of the Association. He shall be ex-officio, a member of all standing Committees.
(2) Two Deputy Commanders, who shall be designated “Deputy Commander, Eastern U.S.” and “Deputy Commander, Western U.S.” and who shall, in the absence or unavailability of the Commander, perform the duties of the Commander, and shall perform other duties as the Board may subscribe.
The boundary between “Eastern” and “Western” is the Mississippi River. The Deputy serving in the same geographic area in which the Commander resides shall be First Deputy Commander and become Acting Commander should the elected National Commander become unable, unfit or unwilling to serve. The acting Commander will serve out the term of the elected official.
(3) The Adjutant, who shall keep a book of minutes at the principal office of the Association, of all meetings of the Board of Director, the Executive Council and of the Membership. The Adjutant shall keep the seal of the Association at the principal office of the Association, and shall affix such seal to all documents requiring such seal. The Adjutant shall perform other such duties as directed by the Board of Directors and the Executive Council.
(4) The Judge Advocate, who shall advise the Commander, the Board of Directors and the Executive Council on legal matters.
(5) The Sergeant Major, who shall be the direct representative of all enlisted members of the Association to the Board of Directors.
(6) The Treasurer, who shall be responsible for the financial affairs of the Association.
Section 4. OTHER DIRECTORS
a. Other Directors shall consist of the following:
(1) One District Director shall be elected from each of the geographical areas, which compromise the Marine Corps Districts of the United States and Hawaii. One District Director will also be elected to represent the National Capital Region. The District Directors are responsible, along with the MCAA Squadron Commanders:
(a) for coordinating membership recruiting efforts.
(b) for coordinating the events of the Squadrons within their Districts.
(c) District Directors will also provide the liaison between their Squadrons and the Board of Directors.
(d) as appropriate, provide an update on the activities of their squadrons at Board meetings.
(2) The three most recent, living past National Commanders.
(3) Three committee chairmen.
(4) No more than two at-large Directors
Section 5. ELECTION
Directors, with exception of past National Commanders, shall be elected by the membership at the Symposium.
Section 6. LENGTH OF TOUR
a. Directors’ tour lengths shall normally be five years. The purpose of a tour length of five years is to provide as much continuity as possible for the Board of Directors.
b. When circumstances require that a Director remain for a period longer than five years, the National Commander may recommend to the Board of Directors that a Director stay in their role for a period longer than five years.
Section 7. COMPENSATION
No Director shall receive compensation for his services to the Association.
Section 8. REMOVAL AND RESIGNATION
a. Directors may be removed, either with or without cause, by a majority of the Board of Directors or the Executive Council at any regular or special meeting of the Board or Council.
b. Directors may resign at any time.
c. If a Director resigns, the National Commander may appoint an Acting Director to fill the position, except in the case of past National Commanders, until the next Membership meeting. The members will then vote on the new Director.
Section 9. SUCCESSION
a. In the case of a vacancy arising in the office of the National Commander or First Deputy Commander, the order of succession shall be; the Second Deputy Commander, Adjutant, Treasurer, Judge Advocate and Sergeant Major.
b. The vacant National Officer position created by this succession may be filled by an “acting” appointment until the next Membership meeting, when the person will be voted on to take the position for the next year.
c. Succession Planning. Annually or as required, the National Commander will appoint a Nominating Committee Chairman (Ad Hoc Committee) to develop the following year’s slate for the Board of Directors. Directors who are approaching their five-year limit are encouraged to identify prospective replacements for their position, to the National Commander, Executive Director, and Nominating Committee Chairman.
Section 1. There shall be appointed annually by the Board of Directors, an Advisory Board, numbers to be determined as required but not to exceed 20, who shall serve in an advisory capacity to the National Commander and the Board of Directors. Term lengths shall be for two years with approximately half expiring annually.
Section 1. MEMBERSHIP
a. The Executive Council consists of the National Commander, Adjutant, and Treasurer.
b. The National Commander may ask additional Board members to attend the Executive Council meetings in order to have a large enough cross-section present to discuss the pros and cons of the issues affecting the Association.
Section 2. MEETINGS
a. The Executive Council shall meet at such times as may be designated by the National Commander.
b. Any one or more Executive Council members may participate in a meeting of the Board by means of a conference telephone or similar telecommunications device, which allows all persons participating in the meeting to hear each other. Participation by telephone shall be equivalent to presence in person at the meeting for the purposes of determining if a quorum is present. All regulations of the Commonwealth of Virginia regarding electronic conduct of meetings will be met.
Section 3. DUTIES
a. The Executive Council shall conduct the affairs of the Association between meetings of the Board of Directors. However, when time permits, appropriate matters will be brought before the Board of Directors.
b. Decisions by the Executive Council will be by majority vote.
MCAA ADMINISTRATIVE STAFF
Section 1. COMPOSITION
a. The MCAA office staff may consist of the following permanent full-time and/or temporary part-time positions:
(1) Executive Director who shall be appointed by the National Commander and approved by the Board of Directors. This person shall be governed in his duties by the National Commander and be charged with the day-to-day administration and implementation of the policies and mandates of the elected officers, the Board of Directors and the Executive Council. This person shall serve as an ex-officio member of the Board of Directors and the Executive Council.
(2) Additional positions, position descriptions, and salary ranges, will be maintained in an enclosure to the MCAA Employee Policies Memorandum. All of these additional positions, and their wages scales, will be approved by the National Commander and the Treasurer. The filling of a position will be briefed to the Executive Council.
Section 2. TERMS AND COMPENSATION
a. The office staff will serve at the pleasure of the National Commander, Executive Director, Board of Directors and the Executive Council. The initial term will be a one-year probation followed by continued employment as written in the MCAA Employee Policies Memorandum.
b. Compensation rates for each office staff position will be determined by the Executive Council. Individual employee salary will be approved by the National Commander, the Treasurer and the Executive Director. This compensation includes, but is not limited to salary, hourly wages, limited benefits and annual meritorious performance salary increases and bonuses. The MCAA pay scales, individual salaries, and hourly wages will remain in the possession of the Executive Director, the Deputy Executive Director and the Treasurer.
c. The Executive Director may recommend annual performance salary increases and/or bonuses for the employees on the office staff. The National Commander and Treasurer may approve these increases.
Section 1. STANDING COMMITTEES
a. The following Committees will be appointed by the Board of Directors, or the Executive Council, and shall serve for three years. The Chairperson of these committees may have the right to vote as a Member of the Board of Directors.
1. Audit. The purpose of the Audit Committee is to assist the Board of Directors in the oversight of the Association’s financial resources in order:
(a) to protect the Association’s assets by ensuring appropriate fiscal policies are in place.
(b) to insure legal and regulatory compliance by the Association.
(c) to provide an adequate system of financial controls
2. Governance. The purpose of the Governance Committee is to review biennially, those policies dealing with potential conflicts of interest throughout the Association governance bodies and MCAA staff. The Governance Committee will also review the Association’s by-laws at a minimum of every three years and recommend to the Board of Directors any changes to those by-laws.
3. Industry. The purpose of the Industry Committee is to coordinate appropriate activities of the companies and industry leaders who support the Marine Corps Aviation Association.
4. Charitable Activities/Donations. The purpose of the Charitable Activities/Donations Committee is to assist the Board of Directors in the management and disbursement of funds for charitable activities that support the mission of the Association. The committee will annually make recommendations to the Board of Directors in accordance with Association policies and procedures.
5. Investment. The purpose of the Investment Committee is to assist the Board of Directors in the management of Association assets not required for daily operations of the Association. At a minimum, the committee will annually review the allocation of invested Association assets and make any appropriate recommendations to the Board of Directors.
6. Membership Recruiting and Retention. The purpose of the Membership Recruiting and Retention Committee is to develop and execute a membership growth and retention plan. The committee will work closely with MCAA Squadrons on membership initiatives.
7. Ad Hoc. Ad hoc committees may be established and dissolved by the Board of Directors. The National Commander shall appoint the chairman of any ad hoc committee.
Section 1. SQUADRON FORMATION. Persons desiring to form a local MCAA sponsored Squadron, shall submit an application to the National Headquarters with the names of fifteen (15) or more MCAA national members. They should also submit a draft of their Bylaws in accordance with the MCAA Bylaws, for approval. Local MCAA Squadrons should encourage all of their squadron members to join and be members of the MCAA National Association. Only MCAA National members may be elected to local Squadron Officer positions.
Section 2. SQUADRON OFFICERS
a. The Squadron Officers shall consist of a Commander and such other Officers as the Squadron may determine are necessary to conduct squadron business.
b. The Squadron Officers shall be elected by a majority of the squadron members casting a vote.
c. Any Squadron Officer may be removed, either with or without cause, by a majority of the members voting at any Squadron meeting.
d. A vacancy in any Squadron office may be filled through a majority vote of the Board of that Squadron.
e. Each Officer so elected shall hold office until his successor is elected at the meeting of the Squadron membership.
f. Squadron Commanding Officers may attend Board of Director meetings and vote on issues that affect MCAA Squadrons.
Section 3. GOVERANCE AND CONDUCT OF BUSINESS. All MCAA Squadrons shall comply with all applicable state and federal statutes, regulations and reporting requirements. MCAA National Headquarters will assist.
Section 1. MEMBERSHIP. Membership terms, fees, and dues will be set by the Board of Directors and shall be payable to MCAA at the National Headquarters.
Section 2. MCAA SQUADRONS
a. MCAA Squadrons may levy and collect additional dues from their members in an amount not to exceed the national dues.
b. The MCAA National Headquarters will remit to the MCAA Squadrons, not more than 10% of the individual squadron member’s annual MCAA National dues, upon request in writing by the Squadrons.
(1) Submit the request covering the previous calendar year (1 January – 31 December) within the first three months of the following year.
(2) List the squadron MCAA National Members by name in alphabetical order. To qualify, the squadron member has to have been a National member prior to the last working day of December.
(3) The Squadron has to hold a minimum of three meetings during the calendar year.
(4) The Squadron must submit a write-up of three of their meetings for publication in the “Squadrons News” column of The Yellow Sheet.
Section 3. REPORT OF FINANCIAL CONDITION. The financial condition of the Association shall be published annually in The Yellow Sheet and briefed to the members at the Annual Membership Meeting during the Symposium.
Section 1. ANNUAL SYMPOSIUM
a. When practicable, there shall be an annual MCAA Symposium.
b. The purpose of the MCAA Annual Symposium is to support the MCAA mission; to include recognizing professional excellence in Marine Corps aviation, and to provide a forum promoting camaraderie among members.
c. The Association will make every effort to fund the travel and attendance at the Symposium events for the spouse or one guest of all of Award Winners.
Section 1. AVIATION AWARDS
a. The Association will host the Aviation Awards Banquet.
b. The Association will provide a forum for the annual Aviation Awards to be presented.
c. The large award trophies are the property of the Marine Corps. Through a Memorandum of Understanding between the Commandant of the Marine Corps and the Marine Corps Aviation Association, the large trophies are on permanent loan and display at the Flying Leatherneck Aviation Museum.
d. MCAA is responsible for the custody, maintenance, and insurance of the trophies.
Section 1. The Board of Directors may authorize the publication of an Association newsletter/news magazine (The Yellow Sheet) and an annual Symposium magazine (MCAA Journal).
Section 1: The Association shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an officer, director, or employee of the corporation against all expenses and liabilities, including, without limitation, counsel fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.
Section 2: The indemnification provided hereunder shall inure to the benefit of the heirs, executors and administrators of persons entitled to indemnification hereunder. The right of indemnification under this Article shall be in addition to and not exclusive of all other rights to which any person may be entitled.
Section 3: No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.
Section 4: This Article constitutes a contract between the association and the indemnified officers, directors, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified officer, director, or employee under this Article shall apply to such officer, director, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.
Section 1. Upon dissolution of the Association, all liquid assets will be converted to cash and all outstanding obligations satisfied. Any remaining cash and all equipment, publications, files and memorabilia will be presented to the Flying Leatherneck Historical Foundation.
TERMINATION OF MEMBERSHIP
Section 1. Membership in the Association shall cease on nonpayment of dues, death, resignation, or for cause, when supported by a majority vote of the Board of Directors.
Section 1. The office of record of the Association shall be at a place designated by the Board of Directors and shall be called the MCAA National Headquarters. The National Headquarters office shall be maintained by the Executive Director. The office of record shall be the master repository of Association records and files.
Section 2. Each member of the Board of Directors, Executive Council, and Standing Committee Chairpersons shall prepare and maintain such files and records as necessary to keep current a turnover file and standing operating procedures file to provide a corporate memory and smooth continuity of operations.
Section 3. Any member of the Board of Directors, Executive Council, or other corporate officer, taking significant action affecting the Association, shall provide a copy of pertinent correspondence or memorandum for the record to the National Headquarters for filing.
Section 4. The minutes of the Board of Directors and Executive Council meetings will be filed in the National Headquarters, after they are approved at the subsequent meeting of the Board and Council.
AMENDMENTS TO THE BY-LAWS
Section 1. These Bylaws may be amended at any meeting of the National membership called for that purpose. A majority of the members present must approve the amendment to the Bylaws.
Section 1. All provisions of these bylaws are severable. If any provision or portion hereof is determined to be unenforceable in arbitration or by a court of competent jurisdiction, then the remainder of the bylaws shall remain in full effect.
Section 1. It is the policy of the Association that all information, documents, and addresses of members provided to the Association are private communications between the member and the Association and will not be intentionally divulged or released without the specific approval of the member or, upon death of the member, of named beneficiaries or a duly appointed personal representative.