United States Marine Corps Combat Correspondents Association Foundation
Section 1.01. Location. The principal office of the United States Marine Corps Combat Correspondents Association Foundation, Inc. (the Foundation) shall be in the state of Florida at 110 Fox Court, Wildwood, FL 34785 or as designated in the future by the Board of Directors (Board or BOD).
Section 1.02. Additional Offices. The Foundation may have offices at such other locations both within and without the state of Florida as the Board may from time to time determine.
Section 1.03. Authority. The Foundation was chartered by Articles of Incorporation in the State of Texas on March 20, 1997 as a publicly supported charitable, educational, historical, and patriotic non-stock 501(c)(3) nonprofit corporation to serve members of the United States Marine Corps Combat Correspondents Association (USMCCCA or the Association); active, former, and retired United States Marines who have served or are serving in related fields, and their dependents.
The Articles of Incorporation designated the Foundation as the principal fund raising authority of the USMCCCA and has authorized the use of the USCMCCCA name for so long as the Foundation complies with established guidelines for the operation of educational, historical and patriotic-related foundations of the USMCCCA.
The By Laws were first amended and adopted on October 17, 1999; further revised and amended as set herein on September 14, 2007, and revised and amended on December 1, 2008. All previous By Laws and amendments are hereby superseded and are null and void.
Section 1.04. Investments. The Foundation shall have the right to retain all or any part of any securities, monies, or properties acquired by it in whatever manner it shall determine appropriate and to invest and reinvest any funds held by it, according to the judgement of the Board, provided that no action shall be taken by or on behalf of the Foundation if such action is not in keeping with the Foundation’s stated purpose as set forth in Section 1.03 of this document, or is a prohibited transaction, or would result in the denial, suspension or revocation of tax-exempt status under the United States Internal Revenue Code, as amended, for the Foundation. In the event of any such actions or, should the Foundation ever be dissolved, all funds would revert to the Association.
Board of Directors
Section 2.01. Power of the Board. The business and affairs of the Foundation shall be managed under the direction of a Board of Directors (the Board).
Section 2.02. Parliamentary Authority. The most current edition of Roberts Rules of Order shall be the parliamentary authority for any meeting held pursuant to these By Laws.
Section 2.03. Directors. Officers and members of USMCCCA Board of Directors shall serve ex officio as voting directors of the Foundation. The Board may elect such other officers and give any of them such further designation. Each officer shall be elected at the annual meeting of the Board and shall hold office until a successor has been elected and qualified. Any officer may resign at any time by written notice to the Foundation and may be removed by the Board. Subject to the control of the Board, all officers shall perform such duties as may be provided by the Board and as generally pertain to their respective offices.
There shall be at least 12 but not more than 24 Directors serving on the Foundation Board. A majority of the entire Board may change the number of directors provided that no decrease shall affect the tenure of office of any incumbent director. A minimum of 66.67 percent (two-thirds) of the Board shall be composed of regular members in good standing of the USMCCC Association. The President, Vice President, Secretary and Treasurer shall not serve concurrently in a like office of the USMCCCA.
Section 2.04. Honorary Advisors. The Board may appoint, with majority consent, selected persons as Honorary Advisors who, because of their position and/or prestige, may reflect honor upon the Foundation and its purposes. The Honorary Advisors may attend meetings of the Board as non-voting observers/advisors. The term of Honorary Advisor shall be three years but may be extended indefinitely with majority consent of the Board.
Section 2.05. Election and Terms of Directors.
a) The term of office for all ex officio directors shall run concurrently with the term of office that qualifies the director for an ex officio office.
b) All other directors shall be divided into four classes, each class to be elected for four-year terms with terms staggered so that the terms of only one class of directors shall expire each year.
c) Directors shall be eligible for election to a second four-year term following. After serving two consecutive four-year terms, however, a director shall be ineligible for re-election for a period of one year. Thereafter a director shall be eligible again, as at the outset of his or her first term.
d) Following service as a director, any former director may be elected a Director Emeritus by the Board but in this capacity shall have no vote.
Section 2.06. Board Vacancies. Directorships resulting from an increase in the number of directors, and vacancies occurring on the Board for any reason, may be filled by vote of the directors at any annual or special meeting of the Board. A director elected to fill a vacancy shall hold office for the balance of the term of his or her predecessor in office and, thereafter, shall be eligible for election to a four-year term.
Section 2.07. Removal of a Director. Except as otherwise provided by law, any director may be removed with or without cause by affirmative vote of a majority of the directors entitled to vote in elections of directors.
Section 2.08 Resignation. Any director may resign at any time upon written notice to the Foundation. Such resignation shall take effect at the time specified therein and no acceptance of such resignation shall be necessary to make it effective.
Section 2.09. Quorum and Action of Board of Directors. A majority of the entire Board shall constitute a quorum for the transaction of business and the action of a majority of the directors present at a meeting at which a quorum is present shall be the action of the Board. If a member is unable to attend a meeting, a proxy vote by electronic or other means to the Secretary shall be allowed only for the purposes of establishing a quorum.
Section 2.10. Meetings of the Board of Directors. An annual meeting of the Board shall be held each year for the election of officers and directors and for the transaction of such other business as may properly come before the meeting. Regular and special meetings of the Board may be held at such times as may be fixed by the Board or called for by the President of the Board.
Notice of a meeting of the Board may be by letter, telephone or electronic means and shall be given not less than 10 or more than 90 days prior to the meeting.
Section 2.11. Notification. Any notification of meetings, action required or permitted to be taken by a meeting of the Board may be made by the most expedient means available, to include conference calling, use of fax or email.
Section 2.12. Voting. Each Officer and Director shall be entitled to one vote. Proxy voting shall not be permitted except to establish a quorum as described in Section 2.09 above. Voting may be permitted by the most expedient means available to include conference, calling, use of fax or email so long as there be a quorum present by the means used.
Section 3.01. Executive and other Committees. The Board may appoint from among its members Executive, Nominating, Finance, Audit, Investment and Compensation Committees and such others as may be helpful in carrying out the purposes of the Foundation. Such committees, composed of two or more Directors, may act for the Board to the extent permitted by law and they shall serve at the pleasure of the Board. Other than the Executive and Nominating Committees, all shall be joint committees with the Association.
Officers, Agents and Employees
Section 4.01. Officers. There shall be a President, Vice President, Secretary and a Treasurer.
The President shall serve as the Foundation’s chief executive officer and shall chair Board meetings. The President shall be selected by the Board of Directors.
The Vice President shall serve as an officer of the Foundation and represent the President at any meeting or event when the President is unable to preside. The Vice President may also be called on by the President to head special projects, chair non-standing committees or such other matters in the interest of the Foundation.
The Secretary shall serve as an officer of the Foundation and shall prepare the minutes of the meetings of the Board of Directors as well as an executive summary for the Executive Director.
The Treasurer shall serve as an officer of the Foundation and have care and custody of all funds and securities of the Foundation, and shall deposit said funds in the name of the Foundation in such bank or trust company as the Board may elect. The Treasurer shall make payment for all appropriate expenses submitted by the President, the Board and the Executive Director.
The Executive Director of the USMCCCA Foundation shall also serve as Executive Director of the USMCCCA and will attend all meetings of the Board as a non-voting member.
Section 4.02. Agents and Employees. The Board may appoint agents and employees who shall have such authority and perform such duties as the Board may prescribe. The Board may remove any agent or employee at any time with or without cause in accordance with jurisdictional law.
Section 4.03. Compensation. Only employees of the Foundation shall receive any salaries from the Foundation. No Officer or Director shall receive any compensation, in any form; from the Foundation although reimbursement for reasonable expenses accrued in performance of duties for the Foundation may be authorized by the Board.
Section 5.01. Members. The Foundation shall not have members.
Section 5.02. Fiscal Year. The fiscal year of the Foundation shall be the period January 1 through December 31, or such other period as may be designated by the Board. The “fundraising year,” for purposes of donor recognition, shall be the calendar year.
Section 5.03. Foundation Seal. The seal of the Foundation shall have the name of the Foundation inscribed thereon and shall contain the words “Foundation Seal” and the year the Foundation was formed in the center; or shall be in such form as may be approved from time to time by the Board. The Seal shall be kept by the Foundation Secretary who has the power to affix and attest the same to documents when authorized by the Board.
Section 5.04. Books and Records. The Foundation shall keep at its offices correct and complete books and records of account of its activities and transactions, minutes of proceedings of the Board and any committee, and a current list of officers and directors of the Foundation and their resident addresses.
Section 5.05. Operating Policies and Procedures. The Board will establish operating policies and procedures to supplement these By Laws.
Section 5.06. Amendment of Articles of Incorporation and By Laws. The articles of incorporation and By Laws of the Foundation may be adopted, amended or repealed in whole or in part by a two thirds vote of the Board.
Section 5.07. Indemnification and Insurance. The Foundation may, by resolution of the Board, indemnify any director, officer, employee or agent against any and all expenses and liabilities actually and necessarily incurred by him or imposed on him in connection with any threatened, pending or completed action, suit, or proceeding (whether civil, criminal, administrative, or investigative) to which he may be or is made a party by reason of being or having been such director, officer, employee or agent; subject to the limitation, however, that there shall be no indemnification in relation to matters as to which it shall be proved that the act or omission of the director, officer, employee or agent was material to the cause of action adjudicated in the proceeding and was either (1) committed in bad faith or was the result of active and deliberate dishonesty, or (2) the director, officer, employee or agent had reasonable cause to believe that the act or omission was unlawful.
Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to judgments, penalties, fines, settlements and reasonable expenses actually incurred by such director, officer, employee or agent. The Foundation may pay or reimburse reasonable expenses in advance of the final disposition of the proceeding upon receipt by the Foundation of a written affirmation by the director of the director’s good faith belief that the standard of conduct necessary for indemnification by the Foundation has been met, and a written undertaking by or on behalf of the director to repay the amount if it shall ultimately be determined that the standard of conduct has not been met.
The provisions of this Article shall be applicable to claims, actions suits, or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.
The indemnification provided by this Article shall not be deemed exclusive of any other rights to which such director, officer, employee or agent may be entitled under any statute, by law, agreement, vote of the Board, or otherwise, and shall not restrict the power of the Foundation to make any indemnification permitted by law.
The Board may authorize the purchase of insurance on behalf of any director, officer, employee, or agent of the Foundation against any liability asserted against and incurred by him or her arising out of such person’s position, whether or not the Foundation would have the power to indemnify such person against that liability under law.
In no case, however, shall the Foundation indemnify, reimburse, or insure any person for any taxes imposed on such individual under Chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended (Code). Further, if at any time the Foundation is deemed to be a private foundation within the meaning of Section 509 of the Code, then, during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in Sections 4941 (d) or 4945(d) respectively, of the Code.
If any part of this Article shall be found in any action, suit or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
I, as President of the United States Marine Corps Combat Correspondents Association Foundation, Inc. a Texas non-stock corporation, do hereby certify that the foregoing is a true and correct copy of the Foundation’s By Laws adopted by the Board of Directors of the Foundation on December 1, 2008.
In witness thereof, I hereunto set my hand and affixed the Corporate Seal of the Foundation this first day of December in the year of our Lord, 2008.
/s/ Donald M. O’Neal