PROPOSED CHANGES TO 2010 SOA BY-LAWS

zack4000@cox.net, rickestes92595@gmail.com, ccscurly@comcast.net, cork130@comcast.net, sog1rlnoe

There is no "I" in "TEAMWORK"  It is amazing what can be accomplished when nobody cares about who gets the credit. United as One, Faithful to the End

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Artilce IV, Paragaraph A, Sub-paragraph 2.c Article V, Paragraph L
Article IV, Paragraph C Article V Paragraph M
Article IV, Paragraph E, E.1 & E.2 Article V. Paragraph N
ARTICLE IV, Paragraph J, Sub-Paragraph 1 Article V, Paragraph O
ARTICLE IV, Paragraph J, Sub Paragraph 4 Article V, Paragraph Q
ARTICLE IV, Paragraph J, Sub-Paragraph 5 Article V, Paragraph R
Article V, Paragraph B Article VI, Paragraph C
Article V, Paragraph C Article VI, Paragraph E
Article V. Paragraph D Article VI, Paragraph F
Article V, Paragraph D, Sub-Paragraph 5 Article VI, Paragraph G
Article V, Paragraph D, Sub-Paragraph 6 ARTICLE VII
Article V, Paragraph D, Sub-Paragraph 7 Article VII, Paragraph B
Article V, Paragraph D, Sub-paragraph 9 Article VII, Paragraph D
Article V, Paragraph E, Sub-Paragraph 2: ARTICLE VII, Paragraph F (addition)
Article V, Paragraph F ARTICLE VIII, Paragraph H
ARTICLE V, PARAGRAPH G, Sub-Para 1 and 2 ARTICLE VIII, Paragraph I
Article V. Paragraph H  
 Article V. Paragraph I  
Article V. Paragraph J  
 Article V, Paragraph K  

 

Article IV, Paragraph A, sub-paragraph 2, c
AS READS: None

Proposed change in wording: 

c. Non-Members – The Special Operations Association recognizes those individuals who have devoted special attention and support by the Award of Operational Associate and Honorary Membership. While Operational Associates and Honorary Members may participate in the Annual Reunions and attend member meetings they DO NOT HAVE THE PRIVILEGE OF MAKING MOTIONS, VOTING NOR MAY THEY ACTIVELY PARTICIPATE IN THE DISCUSSIONS DURING MEETINGS. Operational Associates and Honorary Members MAY NOT SERVE ON OR CHAIR A COMMITTEE.

Current impact on SOA 

Pro (as currently written): Current bylaws cover member rights and privileges well 

Con (as currently written): Focus without new sub section c does not adequately cover “non-members” 

Reason/purpose suggested change: To clarify the role, rights and responsibilities of recognized “Non-Member” status. New sub section makes reinforces and makes it absolutely clear who can serve as on committees and chair committees   

IMPACT OF CHANGE 

Pro:

1.      Clarifies the role and rights of Non-Members

2.      Eliminates the future potential of manipulation of member status and assignments 

Con: May offend some “Operational Associates” and “Honorary Members”

 

Article IV, Paragraph C

C.  Eligibility – Any person who meets the qualifications for membership under these By-Laws is eligible for membership.  The Membership Committee may, however, refuse to approve the application of anyone the Committee believes to be detrimental to the Association’s purposes, and will refuse to approve the application of anyone who submits false information or misrepresents information on his application for membership. 

Proposed to read: 

 C.  Eligibility – Any person who meets the qualifications for membership under these By-Laws is eligible for membership.  The Membership Committee may, however, refuse to approve the application of anyone the Committee believes to be detrimental to the Association’s purposes, and will refuse to approve the application of anyone who submits false information or misrepresents information on his application for membership.  In instances whereby an applicant is not able to find someone who can vouch for him,  the onus rests with the applicant to provide other evidence such as military orders, award citations et al--and then be vetted not only by the membership committee but also the BOD. 

DISCUSSION:

In the recent communications regarding Major McTyeire and some past transgressions of the SOA leadership in approving membership which later turned out to be frauds. Anyone who falsely submits or vets another must face the harshest punishment and nothing short of expulsion can be tolerated. There must be no uncertainty of the punishment that will befall a member who falsifies the qualifications of a candidate as it makes the entire organization a mockery. It matters not who or what position the vetting member is or holds or when the false verification occured.  I would suggest that a warning be sent to all members advising them if they vetted someone and did so in violation of these provisions, they have 30 days to advise the BOD and or the Membership Committee so corrective action can be taken against the member who was granted membership on false information....no grandfathering for the offending member granted membership via the false vetting.  whoever does come forward be granted amensty with a stern warning not to repeat the act in the future. 

Robert 

I shall mention also, that when I asked several years ago for a copy of Gallagher’s membership application to see who actually endorsed him, I was told that that particular application had been removed from the files. To the best of my recollection, it was Sincere. There was even a video of the lying SOB being interviewed by BBC of him relating his experiences as a POW of the VC.NVA.

Nantaker even went so far as to actually wear a miniature DSC ribbon.

In the case of McTyerie, some times and unit names would be interesting to see.

jack 

Robert, this is all why in the future, once we tweak the membership by-laws this coming year, that the vetting of the potential new member be done with due diligence. I don't care how many SOF units we have on our list the approval of an application comes down to the evidence the applicant puts on his application. There will always be cases of people not being able to find someone who can vouch for him so in those cases the onus is on the back of the applicant to provide other evidence such as military orders, award citations et al--and then be vetted not only by the membership committee but also the BOD. I know of several cases personally of members that in my opinion are flaky and I do not believe the membership committee did right in vetting these people.

Eldon

 

 

 

Article IV, Paragraph E, Sub-Paragraph 1
AS READS: 

E.   Classes of Non Member Status – The association recognizes the commitment, devotion,  sacrifice and assistance to the Association and its members, as well as the United States and its Armed Forces, and the purposes for which the Association exists, of non-membership qualifying individuals.  In order to appropriately acknowledge the service of these individuals , two classes of Non-Member Status are created for such individuals: 

          1.     Operational Associate - The Operational Associate is a DISTINCTION conferred on members of foreign military units and para-military  personnel who served with U.S. Armed Forces Special Operations Units, as determined by this Association, in the role defined in the General Member category.  However, the persons who have Operational Associate status in the Association are not  members of the Association and do not enjoy any privileges or rights of a member.. As the Operational Associate does not meet the requirements for membership as specified in IRS Code 501(c)(19) the Operational Associate is not entitled to make motions or vote in the business of the Special Operations Association.  The Operational Associate distinction is created to recognize the courage and the professional contributions made by those who meet its requirements, while working within the units designated Special Operations Units by this Association. 

          2.      Honorary Member - Honorary Membership status may be granted upon approval of the Board of Directors to a person who has contributed significantly to U.S. armed Forces Special Operations  and/or the Special Operations Association and who would add to the prestige of the Association.  However, the persons who have Honorary Membership status in this Association are not Members of the Association and do not enjoy any privileges or rights of a Member.  Any Member may propose a candidate for Honorary Membership by written application citing specific examples wherein the candidate has contributed significantly to Special Operations and how the candidate would add to the prestige of the Association.  The application shall be submitted to the Membership Committee together with an abbreviated biography of the candidate.  The Committee shall consider the application and forward the application with the Membership Committee’s recommendation to the Board of Directors for final action.    Honorary Members may not offer motions or vote at Membership Meetings.  Further, they do not have to meet the requirements of membership specified in IRS Code 501 (c)(19).  

 

PROPOSED TO READ
E. Non-Members – The Special Operations Association recognizes those individuals who have devoted special attention and support by the Award of Operational Associate and Honorary Membership. While Operational Associates and Honorary Members may participate in the Annual Reunions and attend member meetings they DO NOT HAVE THE PRIVILEGE OF MAKING MOTIONS, VOTING, NOR MAY THEY ACTIVELY PARTICIPATE IN THE DISCUSSIONS DURING MEETINGS. Operational Associates and Honorary Members MAY NOT SERVE ON OR CHAIR A COMMITTEE.

     1. Operational Associate - The Operational Associate is a DISTINCTION conferred on members of foreign military units and para-military personnel who served with U.S. Armed Forces Special Operations Units, as determined by this Association, in the role defined in the General Member category. However, the persons who have Operational Associate status in the Association are not members of the Association and do not enjoy any privileges or rights of a member.. As the Operational Associate does not meet the requirements for membership as specified in IRS Code 501(c)(19) the Operational Associate is not entitled to make motions or vote in the business of the Special Operations Association. The Operational Associate distinction is created to recognize the courage and the professional contributions made by those who meet its requirements, while working within the units designated Special Operations Units by this Association.

     2. Honorary Member - Honorary Membership status may be granted upon approval of the Board of Directors to a person who has contributed significantly to U.S. armed Forces Special Operations and/or the Special Operations Association and who would add to the prestige of the Association. However, the persons who have Honorary Membership status in this Association are not Members of the Association and do not enjoy any privileges or rights of a Member. Any Member may propose a candidate for Honorary Membership by written application citing specific examples wherein the candidate has contributed significantly to Special Operations and how the candidate would add to the prestige of the Association. The application shall be submitted to the Membership Committee together with an abbreviated biography of the candidate. The Committee shall consider the application and forward the application with the Membership Committee’s recommendation to the Board of Directors for final action. Honorary Members may not offer motions or vote at Membership Meetings. Further, they do not have to meet the requirements of membership specified in IRS Code 501 (c)(19).  

 

ARTICLE IV, Paragraph J, Sub-Paragraph 1:
AS READS:     1.     The written request or witnessed verbal request for such termination.  Requests shall be delivered in person or by mail, to the President of the Association or to his designated representative.  Upon receipt by the President or his designated representative, the request shall be forwarded to the Membership Committee and the Member’s, or Operational Associate’s name shall be stricken from the active Membership or Operational Associate Rolls.
PROPOSED TO READ:     1.     The written request or verbal request witnessed (a "NOTARIZED" statement must be submitted from the person who witnessed the verbal request) for such termination.  Requests shall be delivered in person or by mail, to the President of the Association or to his designated representative.  Upon receipt by the President or his designated representative, the request shall be forwarded to the Membership Committee and the Member’s, or Operational Associate’s name shall be stricken from the active Membership or Operational Associate Rolls.

Current impact on SOA: 

      Pro (as currently written): Makes resigning easy and allows any member to say he witnessed a resignation. 

      Con (as currently written): Any member can just say that he heard another member say he is resigning.

Reason/purpose suggested change:  To add a requirement in writing, notarized attesting that a member witnessed a verbal resignation.

           IMPACT OF CHANGE: Safeguards a member's membership.

Concur:   Yes      Non-concurrence: No

OPPOSITION DISCUSSION:

Article IV, Paragraph J.1 - NO If we are to accept the word of a member that another member has stated he is resigning some effort must be made to verify the statement before that member is terminated. I think we can live with what's written if we have the Membership make at least two attempts to communicate with the member before removing him from the roles.

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ARTICLE IV, Paragraph J, Sub Paragraph 4
As reads:  4.     A Member or an Operational Associate of the Association may be expelled from Membership or Operational Associate status upon discovery by the Membership Committee or the Board of Directors that the Member or Operational Associate submitted false or  misrepresented information on his application for Membership or Operational Associate status.  Additionally, a General Member may be expelled for falsely verifying the qualifications of an applicant for General Membership,  Associate Membership or for Operational Associate status.
PROPOSED TO READ:  4. a. Because it is imperative that all members meet the qualifications for the membership to which they aspire and to protect the viability and integrity of the SOA, a Member or an Operational Associate of the Association may will be expelled from Membership or Operational Associate status upon discovery by the Membership Committee or the Board of Directors that the Member or Operational Associate submitted false or misrepresented information on his application for Membership or Operational Associate status.  Additionally, a General Member may will be expelled for falsely verifying the qualifications of an applicant for General Membership,  Associate Membership or for Operational Associate status.

     b. Any SOA member may be expelled upon discovery by the Board of Directors for making false or misrepresented information on any official SOA document/report.

Current impact on SOA:

     Members can only be sanctioned for false and mirepresented information on their application.

Reason/purpose suggested change:

      To establish potential sanctions for any false and misrepresented information on any SOA document/report/

IMPACT OF CHANGE: All members of the SOA that submits a false or misrepresent information on any SOA document/Report is subject to possible suspension/expulsion.

Concur:   Yes      Non-concurrence: No

OPPOSITION DISCUSSION:

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ARTICLE IV, Paragraph J, Sub-Paragraph 5
AS READS:

          5.     The Board of Directors, by a two-thirds vote of the entire Board, may suspend for a period not to exceed two (2) years, or may expel a Member or an Operational Associate of the Association  under the provisions of Par IV. J. 4. above or who persistently disrupts any meeting or function of the Association; misuses or destroys Association property; or engages in any conduct and/or actions that demonstrates an antagonism to, or is in violation of any of the principles of the Association as set out in the specific purposes of the Association in the Articles of Incorporation; or engages in or performs any action that brings discredit upon or could bring discredit upon the Association.       

PROPOSED TO READ:    5. The Board of Directors, by a two-thirds vote of the entire Board, may suspend for a period not to exceed two (2) years, or may expel a Member or an Operational Associate of the Association  under the provisions of Par IV. J. 4. above or who persistently disrupts any meeting or function of the Association; misuses or destroys Association property; or engages in any conduct and/or actions that demonstrates an antagonism to, or is in violation of any of the principles of the Association as set out in the specific purposes of the Association in the Articles of Incorporation; or engages in or performs any action that brings discredit upon or could bring discredit upon the Association. Final approval of this action will be by approval of a majority vote of the general membership of those members present at a General or Special Meeting, when the quorum requirement of a minimum of 100 General Members has been properly met.

Current impact on SOA:

      Pro (as currently written): The BOD has the ultimate authority to discipline members

      Con (as currently written): The General Membership has no vote or oversight of the BOD on matters sanctions of members.

Reason/purpose suggested change:  The general membership must have final authority of dicipline of SOA members.

IMPACT OF CHANGE: 

PRO:  Require the General Members to have the final vote on discipliary matters of members of the SOA.

Con: Delay the final discipliary action until the general membership votes.

Concur:   Yes      Non-concurrence: No

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Cork proposes it be written:

Proposed change in wording:

. The Board of Directors Membership, by a two-thirds vote of the entire Boardof those members present at a General or Special Meeting, when the quorum requirement of a minimum of 100 General Members has been properly met, may suspend for a period not to exceed two (2) years, or may expel a Member or an Operational Associate of the Association under the provisions of Par IV. J. 4 above and Article V, Paragraph G in accordance with the procedures defined in Article V, Paragraph G or who persistently disrupts any meeting or function of the Association; misuses or destroys Association property; or engages in any conduct and/or actions that demonstrates an antagonism to, or is in violation of any of the principles of the Association as set out in the specific purposes of the Association in the Articles of Incorporation; or engages in or performs any action that brings discredit upon or could bring discredit upon the Association during a meeting of the Board or Membership. If the transgression occurs during a meeting a motion to suspend or expel may be made at that time and if passed by a minimum of ½ of the members present the accused will be suspended or expelled immediately..

 

Article V, Paragraph B 
AS READS:

 "The Directors of the Association shall be either Annual or Life (General) Members in good standing and have attended at least two of the last three SOARs."

PROPOSED TO READ:

"The Directors of the Association shall be either Annual or Life (General) Members in good standing and has attended one out of the past three SOARs. Attendance at SOARs as defined for the purpose of qualification is attendance of a minimum of two days, that includes attendance at the General Membership Meeting and Banquet"

Current impact on SOA: `Makes is to difficult for members to qualify and to attract qualified members to run for the Board 

      Pro (as currently written): Stringent requirement demonstrating involvement with the SOA 

      Con (as currently written):

             1) Many willing and potential members cannot meet the requirement for a variety of real reasons including illness, family considerations and finances.

             2) Does not specify what “attending a SOAR” actually requires.

             3) Does not mandate participation in either the GMM or Banquet.

             4) Requires a prolong period to achieve eligibility to qualify for service as an officer to the SOA

PROPOSED CHANGE:   Require a candidate to attend one SOAR out of the last three and defines attendance at SOARs as a minimum of two days: one of the day of SOARs of general comradeship prior to the General Membership Meeting and attending the General Membership Meeting and Banquet

Reason/purpose suggested change:

            1) Attract more qualified candidates to run for the BOD

            2) Clarify what attending a SOAR actually entails

IMPACT OF CHANGE: 

Pro: 1) Simplifies the qualification requirement to attract more qualified candidates, thereby increasing the number of candidates that can run for office.

2) Spells out the specific requirement to attend/participate in both the GMM and banquet as part of the requirement for attending a SOAR

3) Reduce the cost of SOARs attendees by potential qualifying candidates to a total of two days of attendance in lieu of a full SOAR and still expose the candidate to each of the activities (General Membership camaraderie/GMM and Banquet) of SOAR.

4) Increase turnover of the board by bringing on more members than have traditionally been able to participate

5) Attract and qualify more of our newer, younger members to serve on the BOD

Con: 1) May qualify some candidates to run for office who do not have the interest/loyalty to be serve diligently.

2) May result in fewer long term members serving thus reducing the “Historical Knowledge” they retain in their heads 

Concur:   Yes      Non-concurrence: No

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Article V, Paragraph C
AS READS: C.  Composition –   The SOA Board of Directors shall consist of the four Officers (the President, Vice President, Secretary, and Treasurer) and five Directors (Director Place 1, Director Place 2, Director Place 3, Director Place 4 and Director Place 5).
PROPOSED TO READ: C.  Composition –   The SOA Board of Directors shall consist of the four Officers (the President, Vice President, Secretary, and Treasurer) and five Directors (Director Place 1, Director Place 2, Director Place 3, Director Place 4 and Director Place 5)The Officers on the Board of Directors shall also be Directors and the five Placed Directors shall also be Officers.

Article V.C.

Rationale for change: The change will make the bylaws more in tune with Robert’s Rules of Order which strongly suggests that all officers of the BOD be directors and that all directors on the BOD should be officers.

 

DISCUSSION

 

Naturally I vote yes on this submission.  If you look up directors in RRO you will find some directives to have your directors also be officers.  Others it is a strong suggestion.  It doesn't hurt any thing and can speed up correspondence when an officers signature is needed.

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Article V. Paragraph D
AS READS:

Terms – One third of the Members of the Association’s Board of Directors shall be elected every year for a three year term by absentee ballot and within 120 days prior to a scheduled reunion of the Association.

PROPOSED TO READ:Terms –One third of the Members of the Association’s Board of Directors shall be elected every year for a three-year term by absentee ballot which will be included in the Pre-Reunion Packet sent out no less than 120 days prior to the scheduled GMM with the completed ballots received by  the Tally Committee No Later Than 14 Days prior to a scheduled opening of that year’s SOAR. Ballots may be submitted electronically or by mail when authorized by the Tally Committee in the instructions sent with the ballot 

Current impact: Confusing, it can be read the election will be conducted by absentee ballot and the election held within 120 days prior to a scheduled reunion,

    Pro: None

     Con: 1. Does not state clearly when the ballot must be sent out nor

             2. does not it identify when ballots must be received.

             3. Does not establish the method of submitting the ballot.

Reason/purpose suggested change: To clarify when and how the absentee ballots will be sent and allows for electronic submission of votes when and if the Tally Committee develops the procedures. 

IMPACT OF CHANGE:  Identifies how and when ballots will be sent to members and retuned to the Tally Committee.

Pro:  Clearly defines when a ballot must be sent and received to be counted in the election.  Allows Internet Voting. Should help reduce costs of mailing ballots and providing envelopes for returning ballots 

Concur:   Yes      Non-concurrence: No

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Article V, Paragraph D, Sub-Paragraph 5
AS READS:

All offices on the Board of Directors except the treasurer shall be limited to two consecutive full terms. For clarification see the paragraph immediately following.  There will be no limitation on the number of terms the treasurer may serve.  (Any period of time less than 1 ½ years shall not be considered a full term. Any period 1 ½ years or more shall be considered a full term.  As long as the SOARs are held in the late September (16 -30) - early October (1-15) time frame the 31st of March will end the half year and 1 April will begin the last half year) If the SOARs are held in the late August (16-31) - early September(1 - 15) time frame the 28/29th of February will end the half year and 1 March will begin the last half year. If the SOARs are held at any other time the half year mark will be determined as in the forgoing examples.  The half year mark for each Member of the BOD will be determined by the date of the SOAR when he was installed.)

 
PROPOSED TO READ:

 All offices on the Board of Directors except the treasurer shall be limited to two consecutive full terms. There will be no limitation on the number of terms the treasurer may serve. (A Term is defined as a period in office greater than 18 months. If a Director or Officer serves less than 18 full months this period will not count as a “Term”.

 

 Current impact on SOA:

    Pro:  None

    Con:  Confusing phraseology. To legalistic

 Reason/purpose suggested change: Eliminate confusion and potential for misunderstanding.

All offices on the Board of Directors except the treasurer shall be limited to two consecutive full terms. For clarification see the paragraph immediately following. There will be no limitation on the number of terms the treasurer may serve. Add:  (A Term is defined as a period in office greater than 18 months. If a Director or Officer serves less than 18 full months this period will not count as a “Term”.  (Any period of time less than 1 ½ years shall not be considered a full term. Any period 1 ½ years or more shall be considered a full term. As long as the SOARs are held in the late September (16 -30) - early October (1-15) time frame the 31st of March will end the half year and 1 April will begin the last half year) If the SOARs are held in the late August (16-31) - early September (1 - 15) time frame the 28/29th of February will end the half year and 1 March will begin the last half year. If the SOARs are held at any other time the half-year mark will be determined as in the forgoing examples. The half year mark for each Member of the BOD will be determined by the date of the SOAR when he was installed.)

    Pro:  1. Simple and straightforward. Easy to understand but still very specific

            2. Does not change context of the provisions

    Con: NONE

OPPOSING DISCUSSION:  **The changes were not needed and actually don't give the guidance I think they should--EARL TRABUE

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Article V, Paragraph D, Sub-Paragraph 6
AS READS:

  An individual completing two consecutive terms in one office may, if elected, serve in another office immediately after completing his second term.   (i.e. A Placed Director may run for and serve as President, Vice President, Secretary or Treasurer.) The President, the Vice President, Secretary and Treasurer may run for any other open office to include the office of Placed Director.  Any  person who has served in an office for two consecutive terms may run for, and be elected to, that office again after being out of that office for one year. (i.e. A Placed Director who has competed two consecutive terms may, after one year out of that office, run and, if elected, serve as a Placed Director for another two consecutive terms.)

PROPOSED TO READ:

  An individual completing two consecutive terms in one office may, if elected, serve in another office of a higher rank, immediately after completing his second term. (i.e. a Placed Director may run for and serve as President, Vice President, Secretary or Treasurer. The Vice President, Secretary and Treasurer may run for any other open office of a higher rank, but may not run for their own position. (The Treasurer may run for Secretary, VP or President, the Secretary may run for VP or President and the VP may run for President.) Any person who has served in an office for two consecutive terms may run for that office again after being out of that office for a minimum of one full term (3 years)  (i.e. a Placed Director or Officer who has competed two consecutive terms may, after one term out of that office, run and, if elected, serve as a Placed Director or Officer for another two consecutive terms.)

Current impact on SOA: Subject to confusion, too wordy and easy to misinterpret and allows for individuals to remain in one office or another year after year.

Pro (as currently written): None

Con: 1. Allows individuals to remain in the power structure of the SOA year after year and developed a power base and influence for continued reelection of office.

      2. Acts as a hindrance to bring other members, especially those new members into the power structure of the SOA.

The change is obtained via the rewrite: 

An individual completing two consecutive terms in one office may, if elected, serve in another office of a higher rank, to include the office of placed directors immediately after completing his second term. (i.e. a Placed Director may run for and serve as President, Vice President, Secretary or Treasurer. The Vice President, Secretary and Treasurer may run for any other open office of a higher rank, but may not run for their own position. (The Treasurer may run for Secretary, VP or President, the Secretary may run for VP or President and the VP may run for President.) Any person who has served in an office for two consecutive terms may run for, and be elected, that office again after being out of that office for a minimum of one full term year  (3 years)  (i.e. a Placed Director or Officer who has competed two consecutive terms may, after one year term out of that office, run and, if elected, serve as a Placed Director or Officer for another two consecutive terms.) 

Reason/purpose suggested change: Close the revolving door of incumbents continually running for the BOD while opening the door to more member participation 

IMPACT OF CHANGE:  Closes potential loopholes and eliminates the perpetual holding of office by just a few members of the Association. 

Pro: 1. Cleaning, more easily understood. 

       2. Limits time out of office to a full term, 3-years, thus providing greater opportunity for more members to serve on the board and minimizes the advantage held by incumbents 

       3. Establishes a upward progressive structure by office holders; thus preventing higher office holders to seek lower offices; thus, opening up the lower offices/positions to new members.

       4. By bringing new blood into the power structure, new ideas, concepts, and growth is fostered.

Con: Will force some current members of the board to step down for a minimum of 3 years 

OPPOSING DISCUSSION: *

The changes were not needed and actually don't give the guidance I think they should--EARL TRABUE

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Article V, Paragraph D, Sub-Paragraph 7
AS READS:

   A BOD member serving in one office may, run for and, if elected, serve in any other Board office as if he had not served on the Board before.  (The five Placed Director positions are all one office.)

PROPOSED TO READ:

"DELET" THE ENTIRE SUB-PARAGRAPH V.D.7

A BOD member serving in one office may, run for and, if elected, serve in any other Board office as if he had not served on the Board before.  (The five Placed Director positions are all one office.)

Requires re-designating V.D.8 as V.D.7

Requires re-designating V.D.9 as V.D.8

Current impact on SOA: Confusing and no longer needed due to changes in sub-Paragraphs 5 and 6 

     Pro: None

     Con: Redundant to Sub-Paragraphs V.D. 5 and 6.

IMPACT OF CHANGE: Eliminates confusion, redundancy and opportunity for misinterpretation

     Pro: Simplifies and Clarifies the bylaws

     Con: None

OPPOSING DISCUSSION:  *The changes were not needed and actually don't give the guidance I think they should--EARL TRABUE

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Article V, Paragraph D, Sub-paragraph 9
AS READS:

 In the event a Director is removed in accordance with Article V, paragraph G of these By-Laws, that Director’s term of office will cease at a date set by the majority of the remaining Directors.  The vacant office will be filled for the remainder of the term as provided elsewhere in these By- Laws.

PROPOSED TO READ:

In the event a Director is removed in accordance with Article V, paragraph G of these By-Laws, which Director’s term of office will cease immediately after the vote to remove or expel has been verified. The vacant office will be filled in accordance with the specifications in Article V Paragraph I 

Current impact on SOA: Allows the BOD to override or even ignore the member vote to remove or expel 

Pro (as currently written): Gives unilateral authority to the BOD on when a member who has been removed or expelled will actually have to step down 

Con (as currently written): Provides the BOD the opportunity to override the decision of the members and for a small majority of the BOD to override the decision of the board 

Reason/purpose suggested change: To place the control back into the hands of the members and to eliminate any potential for a small majority of the BOD to override the decision of the entire board 

IMPACT OF CHANGE: Makes absolute when termination will take effect. Also provides a specific cross-reference to the appropriate Article and Paragraph as opposed to leaving it up to the reader to determine the appropriate cross-reference 

Pro: 1) Clarifies when removal or expulsion will take effect 2) Eliminates the potential for a member of the board to vote fro removal/expulsion and then turn around and override the majority vote by joining with a small block to prevent the punishment’s implementation 3) provides a specific cross-reference rather than leaving it up to the reader to find it.

Con: None 

Submitted by:  Cork Motsett 

DISCUSSION: 

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Article V, Paragraph E, Sub-Paragraph 2:
AS READS: 

"No person may run or be a nominee for two different Offices in the same election.  When two Placed Director positions are open the two candidates receiving the highest number of votes will be elected."  

PROPOSED TO READ:

No person may run or be a nominee for two different Offices/Positions in the same election.  When two Placed Director positions are open the candidates must specify which position they are running for. In any election the plurality rule shall stand.  Regardless of how many people are running for any position the one with the most votes wins.        

Rationale:  To remove unnecessary wording and further clairfy the rule.

1. Unnecessary word. Second sentence, ninth word "two" is redundant and needs to be removed.

2. Unnecessary phrase: 2nd sentence, "two candidates receiving the highest number of votes will be elected " Redundant as the lead in the line qualifies the purpose and should be dropped.

    Pro:  1. Simplify the wording/remove unnecessary wording

            2. Clarify the requirements to provide a better understanding of the rule.

    Con:  None

DISCUSSION:  Opposing discussion: The Placed positions are designated for the purpose of determining which years they well be elected and serve. The duties of the Directors are assigned by the President; thus, each director's position is not influenced by the "placed" terminology so there is no need to change the rule as it currently stands.-Cork

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Article V. Paragraph F
AS READS: 

Compensation — The Directors shall serve without compensation for their duties.   However, they            may be reimbursed for expenses incurred in the performance of their duties for the Association.

 

Current impact on SOA: Does not provide specifics on limitation of expenses to be reimbursed 

Pro (as currently written): Good general statement providing overview of basic restriction on compensation and reimbursement of expenses 

Con (as currently written): Does not spell out requirement to conserve Association funds and document expenses  

Reason/purpose suggested change: Provide tighter control of expenses 

Proposed change in wording:

F. Compensation

The Directors shall serve without compensation for their duties. However, they may be reimbursed for expenses incurred in the performance of their duties for the Association.  Expenses will only be reimbursed if supported by a legitimate receipt for all but incidental costs, such as tips, as defined in the SOP.  Members must submit a request for reimbusement for their own expenses. The SOP will detail how these and other expenses are to be documented. 

IMPACT OF CHANGE:  

Pro:  Clarifies the requirement to present receipts for all expenses and defines the SOP as the source for specifics for reimbursement 

Con: May initially appear to be superfluous (but is needed to establish the absolute requirement of providing receipts for all expenses – without exception).  

Submitted by: Cork Motsett 

DISCUSSION: Continue to have problems with undocumented expenses being submitted and reimbursed making it impossible to establish true fiscal control. Also have a problem with undocumented cast advances not being properly documented and controlled.  SOP must be revised to tighten control 

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ARTICLE V, PARAGRAPH G, Sub-Paragraphs 1 and 2
AS READS:

G. Removal of Directors

              1.  The Board may by a vote of two thirds (2/3) of the entire Board of Directors remove a           

                   Director from office for the following, and only the following, reasons:

                      a.     Gross incompetence.

                      b.     Gross malfeasance in office.

                      c.     Conviction of a crime of moral turpitude of such a degree as to be an embarrassment to the Association.

    2.     The General Members, at an Annual or Specially called Meeting may remove a Director from office for the reasons stated in paragraph V. G. 1 a, b, & c above by a majority vote of the members present and voting.  (The words gross, incompetence, malfeasance and moral turpitude shall be defined as defined in Webster’s Dictionary).

PROPOSED TO READ:

 

Current impact on SOA: BOD on its own, and without approval of the members, may remove a Director. Cause for Removal is exceptionally limited.  There is no “due process” to assure charges are in-fact true and the charged Director is not provided a means of defending himself. 

Pro (as currently written): Potential for being effective and quick 

Con (as currently written): Cause for removing a Director is too restrictive; No Due Process is involved; BOD is able to act unilaterally without member involvement; Expulsion is not an option.  

Reason/purpose suggested change:: Expand causes for removing a Director; eliminate the BOD’s ability to unilaterally remove another Director; introduce an acceptable due process procedure to assure fairness and bring  the bylaws into compliance with RRNR and Texas Statutes Sec. 22.102.  BYLAWS, sub-Paragraphs a, b, c 1,2 & 3. 

 G. Removal, Suspension and/or Expulsion of Directors

1.The Board may by a vote of two thirds (2/3) of the entire Board of Directors remove  a A Director may be removed from office, suspended or expelled from the Association for the following, and only the following, reasons:

a. Gross incompetence.

b. Gross malfeasance in office.

c. Conviction of a crime of moral turpitude of such a degree as to be an embarrassment to the Association.

d. Failure to enforce compliance with the SOA bylaws

e. Repeatedly disrupts any meeting or function of the Association

f. Engages in conduct that demonstrates an antagonism to other Directors or Members or is in violation of any principals of the Association as defined in Article II, Paragraphs A 1 through 8

g. Fails to perform his duties as defined in Article VI Paragraphs A through G

h. Presents false testimony against another member (including Officers and Directors) that damages, or could damage, that members reputation, good name, and/or opinion held by others

i.  Misuses, Destroys or takes without authorization Association assets

j. Engages in conduct that brings discredit, or could bring discredit, upon the Association 

2. Disciplinary Procedure: will follow the process detailed in Roberts Rules Newly Revised, Chapter XX pages 624 through 643

a.      All disciplinary action must be initiated with a formal charge submitted to the President, or in his absence the next ranking officer with a copy submitted to the Secretary.  The charge must identify and include details of who is being charged; the specific charge(s) including, when available, dates, times, witnesses and other information that may be available.

b.     Charges must include the name(s) of those General Members making the charge plus their Member Number, Mailing Address, Phone Number and e-mail address (if the member has one).

c.      Upon receipt of the charge(s) the President will immediately inform the Investigation Committee Chair, providing the chair a complete copy of the charge(s)

d.     A complet copy of the charge(s) along with copies of all evidence will be provided the member being charged

e.      The Investigation Committee Chair will convene the committee to thoroughly and without bias investigate the charge(s). As a minimum the person(s) making the charge and the member being charged will be interviewed, as will all witnesses named in the charge(s). All documentation provided will also be authenticated and reviewed.

f.       At the end of the committee’s investigation it will develop and present to the BOD a thorough and detailed report of its investigation and findings.  Included as the last section of the report will be the committee’s recommendation regarding what discipline, if any, it recommends.

g.      Should the Investigation Committee find cause to substantiate the charge(s) and recommend disciplinary action be taken the President will instruct the Secretary to submit a formal motion to discipline the member to the General Members. A copy of the Investigation Committee’s finding(s) and recommendation(s) will be provided the General Members for their review.

h.     The President will set a day, time and place to call the Motion. This may, with the approval of a majority of the BOD, be either at the next GMM or a Special Meeting may be called for this specific purpose. 

3   2.   The General Members, at an Annual or Specially called Meeting may remove or suspend  a Director from office for the reasons stated in paragraph V. G. 1 a, b, & c  through j above by a majority vote of the members present and voting. (The words gross, incompetence, malfeasance and moral turpitude shall be defined as defined in Expulsion from the Association requires a 2/3rds majority of voting members present.  

4. Voting on disciplinary action can only be taken if the quorum requirement in Article V, Paragraph P is satisfied prior to the vote.  

IMPACT OF CHANGE: Involves the entire membership (General Members Only) in the determination to remove a Director; introduces a procedure for due process; brings the bylaws into compliance with RRNR 

Pro: All charges will be fully investigated before action is taken; due process is assured; members are included in disciplinary action; the options of suspension and Expulsion are included, SOA bylaws will be in full compliance with TX statutes and RRNR 

Con: More time consuming; requires disciplinary action to either wait until the next schedule GMM or requires a Special Meeting to be called and conducted; may be difficult to obtain a quorum for an on-line Special Meeting.

 Submitted by: Cork Motsett

 DISCUSSION:

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Article V. Paragraph H
AS READS:

Resignation – Any Director may resign effective on giving written notice to the President or the Vice President, unless the notice specifies a later time for the effectiveness of such resignation.  Vacancies may be filled in accordance with these By-Laws.

PROPOSED TO READ:

Resignation – Any Director may resign effective on giving written notice to the President or the Vice President, unless the notice specifies a later time for the effectiveness of such resignation. Vacancies may be filled in accordance with Article V, Paragraph I.

Current impact on SOA 

Pro (as currently written): provides general directions 

Con (as currently written): Does not refer to the specific Article and Paragraph  

Reason/purpose suggested change: 

Proposed change in wording: 

H. Resignation – Any Director may resign effective on giving written notice to the President or the Vice President, unless the notice specifies a later time for the effectiveness of such resignation. Vacancies may be filled in accordance with Article V, Paragraph I. these By-Laws.

IMPACT OF CHANGE 

Pro: Provides specific reference to the appropriate Article and Paragraph

Con: None 

Submitted by: Cork Motsett 

DISCUSSION: 

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 Article V. PARAGRAPH I
AS READS

I.     Vacancies

          1.     Causes – Vacancies shall exist on the death, resignation, or removal of any officer.

    2.     Filling Vacancies by Directors – Except for the position of President, vacancies may be filled by appointees receiving a majority vote of the Directors.

PROPOSED TO READ:

 

Current impact on SOA: Provides authority to the BOD to fill vacancies without requiring an election 

Pro (as currently written): Provides the authority needed to fill vacancies on the board without requiring an election 

Con (as currently written): Does not provide sufficient detail and leaves some areas open to interpretation and misunderstanding  

Reason/purpose suggested change: 

Proposed change in wording:

I. Vacancies

1. Causes – Vacancies shall exist on the death, resignation, or removal of any officer.

2. Filling Vacancies by Directors

The board will fill vacant position(s) with a candidate meeting the requirements as defined in Article V, Paragraph B by majority vote.  In the event no acceptable candidate meeting these requirements is identified or volunteers, the board with a 2/3rds majority vote, may select the best qualified member not meeting these requirements. The appointee will fill the vacant portion of the original term only. The appointed member may run for office only if he meets the qualifications at the time the office becomes open. However, after the position's term expires and there are no candidates that runs for the office, the appointee may be re-appointed with 2/3rds majority vote of the BOD.
 
reasoning: a 2/3rds majority vote of the BOD will prevent just anyone from being appointed and the need will have merit."

3. In the event the President’s position becomes vacant the Vice President will be promoted to finish the term. In the event there is no Vice President or the Vice President declines the promotion the Secretary will then be promoted to President. If there is no Secretary or if the Secretary declines the position then the board will elect a President from among those members of the board willing to fill the position of President. 

IMPACT OF CHANGE:

 Pro:

1.      Clears up the misinterpretation/misunderstanding of the intent of the Paragraph as written.

2.      Provides a clear and unmistakable succession plan to fill the position of President should it become vacant.

3.      Places all items relating to filling vacancies, regardless of position, in one Paragraph of the bylaws. 

Con:

1.      Stipulates candidates do not have to meet the requirements previously established to run for election.

2.      Relocates the succession plan for filling the President’s position from its current location (I personally see this as a Pro but some may view it as a Con) 

Submitted by: Cork Motsett 

DISCUSSION: 

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Article V. PARAGRAPH J
AS READS

 Duties – The Board shall have responsibility for the general and financial management of the Association.  They shall carry on the business and control the property of the Association.  The Board shall make rules governing the conduct of the members while representing or conducting activities on behalf of the Association.

PROPOSED TO READ

J. Duties 

The Board shall have responsibility for the general and financial management of the Association including the day-to-day requirements through the adherence and enforcement of the SOA's By-Laws .  The Board will establish and update, as needed, a detailed set of SOPs required for sound management, fiscal control and well established checks and balances. The BOD is the ultimate authority for the oversight and management of all Association Committees and the actions of the Association.  Responsibility for public responses and announcements rests with the BOD. It is the duty of each Board Member to have a basic comprehension of the SOA by-laws.

Current impact on SOA 

Pro (as currently written): Solid General Statement assigning Fiscal Responsibility to the BOD 

Con (as currently written):

1.      Does not provide sufficient authority for the board to operate the day-to-day requirements of the Association

2.      Does not establish the responsibility or authority of the SOPs

3.      Provides unauthorized authority to establish rules for the members.  This is the sole purpose of the bylaws

4.      Does not firmly establish the BOD’s authority over Association Committees (and accounts)  

Reason/purpose suggested change: To more accurately define the duties and authority of the BOD and eliminate the conflict with the bylaws 

Proposed change in wording: 

J. Duties 

The Board shall have responsibility for the general and financial management of the Association including the day-to-day requirements through the adherence and enforcement of the SOA's By-Laws.  They shall carry on the business and control the property of the Association.  The Board shall make rules governing the conduct of the members while representing or conducting activities on behalf of the Association. The Board will establish and update, as needed, a detailed set of SOPs required for sound management, fiscal control and well established checks and balances. The BOD is the ultimate authority for the oversight and management of all Association Committees and the actions of the Association.  Responsibility for public responses and announcements rests with the BOD. It is the duty of each Board Member to have a basic comprehension of the SOA by-laws.

IMPACT OF CHANGE 

Pro:

1.      Eliminates the conflict with the authority of the bylaws

2.      Establishes the requirement for detailed SOPs and the authority of the SOPs

3.      Provides a broader definition of the BODs authority and responsibilities 

4. Mandates in writing that each BOD member have a basic comprehension of the By-laws.

Con: None

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 Article V, Paragraph K
AS READS:

Meetings – The Board of Directors shall meet each year prior to the starting day of the annual SOAR at the reunion’s meeting place and again prior to the conclusion of such reunion.  Other Board meetings may be held during the reunion as the President and/or the Board desires.  The Board may hold a regular meeting (normally called a Mid Year Conference) at a time and place (normally at the location of the next SOAR) of the Board’s choice.

PROPOSED TO READ

Meetings

The Board of Directors shall meet from time-to-time as determined by the President or a request by a minimum of three members of the board.  These intermediate meetings may be by telephone conference call or e-meetings (Internet)  Additionally, the BOD will meet each year prior to the starting day of the annual SOAR at the reunion’s meeting place and again prior to the conclusion of such reunion. Other Board meetings may be held during the reunion as the President and/or the Board desires. The Board may hold a regular meeting (normally called a Mid Year Conference) at a time and place (normally at the location of the next SOAR) of the Board’s choice.  

To facilitate the smooth operation of the Association in the most cost effective manner each member of the BOD is required to have a computer with Internet Connection, preferably high speed, a web cam and an e-mail account. The cost of this equipment, Internet access and the e-mail account will be the full responsibility of the individual board member and is not reimbursable.  

The BOD is specifically authorized to hold Special Meetings and Executive Sessions via e-meeting (Internet) technology as long as all requirements of Article V, Paragraphs M, N and P are fully met. 

 

Current impact on SOA 

Pro (as currently written): 

Con (as currently written):  

Reason/purpose suggested change: 

Proposed change in wording:

K. Meetings

The Board of Directors shall meet from time-to-time as determined by the President or a request by a minimum of three members of the board.  These intermediate meetings may be by telephone conference call or e-meetings (Internet)  Additionally, the BOD will meet each year prior to the starting day of the annual SOAR at the reunion’s meeting place and again prior to the conclusion of such reunion. Other Board meetings may be held during the reunion as the President and/or the Board desires. The Board may hold a regular meeting (normally called a Mid Year Conference) at a time and place (normally at the location of the next SOAR) of the Board’s choice.  

To facilitate the smooth operation of the Association in the most cost effective manner each member of the BOD is required to have a computer with Internet Connection, preferably high speed, a web cam and an e-mail account. The cost of this equipment, Internet access and the e-mail account will be the full responsibility of the individual board member and is not reimbursable.  

The BOD is specifically authorized to hold Special Meetings and Executive Sessions via e-meeting (Internet) technology as long as all requirements of Article V, Paragraphs M, N and P are fully met. 

IMPACT OF CHANGE 

Pro:

1.      Provides authorization for board members to initiate an intermediate board meeting

2.      Provides authority to meet via conference call or by e-meeting (Internet)

3.      Requires all board members to have computers, Internet connection, web cam and e-mail account – at their expense 

Con:  Places minor financial burden on members of the board for computer and Internet expenses. 

Submitted by: Cork Motsett 

DISCUSSION: 

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Article V. Paragraph L
AS READS:

 Audits – Prior to the annual Reunion of the Association, the Board will ensure that all of the financial and property records of the previous fiscal year (1 January through 31 December) are reviewed and or audited in accordance with  the Generally Accepted Accounting Principles (GAAP) as prescribed by the American Institute of Certified Public Accountants (AICPA) in Statement of Accounting Standards 117 (SAS 117)by a CPA chosen by the BOD.  For those years where there is a change of Treasurers the financial and property  records will be reviewed or audited as determined by the BOD in the manner prescribed above.  The results of such financial review/audit shall be given in writing to the Board of Directors by the reviewer/auditor who performed the financial review/audit.   The Board will make the results of such financial review/audit available orally to the General Membership at the next General Membership Meeting. Members may request to see the full financial review/audit, at their own expense, at the convenience of the BOD.

PROPOSED TO READ:

 Internal Financial Review– The Treasurer will provide a complete copy of the Association’s Books to include all files, monthly and annual reports, bank accounts and special accounts to the Internal Financial Review Committee for their review No Later Than 45 days prior to the Annual Reunion of the Association. The Internal Financial Review Committee will conduct a full financial review of the Treasurer’s reports and financial records and will submit its report to the full board No Less Than 14 Days Prior to the first meeting of the BOD conducted during that year’s SOAR. Should the Internal Financial Review Committee find any discrepancies or have unanswered questions it may recommend a professional review or audit (depending on the severity of the discrepancies) by an independent Certified Professional Accountant  in accordance with the Generally Accepted Accounting Principles (GAAP) as prescribed by the American Institute of Certified Public Accountants (AICPA) in Statement of Accounting Standards 117 (SAS 117). Authorization to hire a professional accountant to conduct the review/audit will require a majority vote of the BOD.  The Internal Financial Review Committee is required to conduct an in-depth review of the Associations records, financial reports and bank accounts prior to turning the books over to the new Treasurer.  The Internal Financial Review Committee's Review will include a full inventory physical count and reconciliation of all Association Property/Assets including SOAMs Inventories by an independent member of the BOD not associated with the committee/group responsible for the inventories. The report will be posted in the Members Section on the SOA Net within 72 hours of its approval by a majority vote of the BOD.  

Current impact on SOA: Minimal direction and accountability established.  Lacks specific direction and requirements. Does not require specifics for Treasurer and BOD re when reports must be made available nor does it provide adequate requirements for in-depth review of financials including inventories 

Pro (as currently written): General guideline allowing great flexibility  

Con (as currently written): No specific direction on how and when records are to be reviewed or who is accountable for reviews. Does not provide direction to include all Association Accounts and Assets. No requirement for inventory control reviews.  Does not make financial information readily available to the members  

Reason/purpose suggested change: Establish firmer direction and accountability along with specific requirements for financial reviews and controls including Association Assets.

 members  

Reason/purpose suggested change: Establish firmer direction and accountability along with specific requirements for financial reviews and controls including Association Assets. 

Proposed change in wording:

L. Audits The Treasurer will provide a complete copy of the Association’s Books to include all bank accounts and special accounts along with requisite financial reports to the Internal Financial Audit/Review Committee for their review No Latter Than 45 days prior to Prior to the annua the Annual Reunion of the Association., the Board  The Internal Financial Audit/Review Committee will conduct a full financial review of the Treasurer’s reports and financial records and will submit its report to the full board No Less Than 14 Days Prior to the first meeting of the BOD conducted during that year’s SOAR. A copy of the Internal Financial Review Audit Committee’s report will be posted on the SOA Net in the Members Only area.  Should the Internal Financial Review Audit Committee find any discrepancies or have unanswered questions it may recommend a professional review or audit (depending on the severity of the descrepencies) by an independent Certified Professional Accountant will ensure that all of the financial and property records of the previous fiscal year (1 January through 31 December) are reviewed and or audited in accordance with the Generally Accepted Accounting Principles (GAAP) as prescribed by the American Institute of Certified Public Accountants (AICPA) in Statement of Accounting Standards 117 (SAS 117). by a CPA chosen by the BOD.Authorization to hire a professional accountant to conduct the review/audit will require a majority vote of the BOD. For those years where there is a change of Treasurers the financial and property records will be reviewed or audited The Internal Financial Audit/Review Committee  is required to conduct an in-depth review of the Associations records, financial reports and bank accounts prior to turning the books over to the new Treasurer  when elected or assigned.  as determined by the BOD in the manner prescribed above. The Audit/Review Committee Reviews will include a full inventory physical count and reconciliation of all Association Property/Assets including SOAM's Inventories by an independent member of the BOD not associated with the committee/group responsible for the inventories. The results of such reviews/audits shall be given in writing to the Board of Directors by the reviewer/auditor who performed the review or audit. The Board will make the results of such reviews/audits available orally to the General Membership at the next General Membership Meeting. Members may request to see the full review/audit, at their own expense, at the convenience of the BOD. 

IMPACT OF CHANGE

Pro: Establishes tighter fiscal control and strict requirement for annual reviews as well as for when a new Treasurer is elected/appointed. Establishes guidelines for Audit Committee (which will have to be created and members appointed).  Establishes requirement to include physical inventories in review by independent third parties for the tens of thousands of dollars of Association Money. 

Con: Additional work for those members of the board who will be assigned to the Audit Committee. May incur real cost associated with conducting inventory reviews.

DISCUSSION:

Cork proposes the following:

Proposed change in wording:

L. Financial Reviews

1.      1.  Immedidiately after his election, the President will assign a minimum of 3 Board Members (or up to two General and/or Associate Members and One Board Member) to serve as the Finance Review Committee for a one-year term with additional terms optional.

2.      2.       The Finance Review Committee will conduct a minimum of two in-depth Financial Reviews each year between the end of the previous SOAR and prior to the following SOAR with one of the Financial Reviews being just prior to the SOAR and GMM.

3.      3.       Upon notice from the Finance Review Committee, the Treasurer will provide a complete copy of the Association’s Books to include all files, monthly and annual reports, bank accounts and special accounts to the Finance Review Committee for their review. Additionally, No Latter Than 45 days prior to  the Annual Reunion of the Association.  The Finance Review Committee will conduct a full financial review of the Treasurer’s reports and financial records including cross referencing original documents to the financial reports, and will submit its findings to the full board No Less Than 14 Days Prior to the first meeting of the BOD conducted during that year’s SOAR.

4.       Should the Finance Review Committee find meaningful discrepancies or have unanswered questions it may recommend a professional review or audit (depending on the severity of the

1.      discrepancies) by an independent Certified Professional Accountant  Authorization to hire a professional accountant to conduct the review/audit will require a majority vote of the BOD.  

2.      5.       The Finance Review Committee is required to conduct an in-depth review of the Associations records, financial reports and bank accounts prior to turning the books over to the new Treasurer.  

3.      6.       Finance Review Committee Reviews will include a full inventory physical count and reconciliation of all Association Property/Assets including SOAMs Inventories by an independent member of the BOD not associated with the committee/group responsible for the inventories.

7.  The Finance Review Committee's Report will be posted in the Members Section on the SOA Net within 72 hours of its approval by a majority vote of the BOD.  

 

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Article V Paragraph M
AS READS:

Special Meetings – Special Meetings of the Board may be called by the President or, in his absence, by the Vice President or by four of the Directors upon written/e-mail notice to every member of the Board.  Such notice must designate the time, place and purpose of such meeting (no other business may be transacted) and must be given at least three (3) weeks in advance of the date for which the meeting is called

PROPOSED TO READ:

   Special Meetings of the Board may be called by the President or, in his absence, by the Vice President or by four of the Directors upon written/e-mail notice to every member of the Board. Such notice must designate the time, place and purpose of such meeting (no other business may be transacted) and must be given at least three (3) weeks in advance of the date for which the meeting is called. “Place” may be defined as either a physical location or as Teleconference and/or e meeting (Internet) with all votes confirmed in writing by way of e-mail or use of e-meeting technology.

 

Current impact on SOA 

Pro (as currently written): Adequately defines the use of Special Meetings and the requirements for scheduling them 

Con (as currently written):

1.      Does not provide authorization to conduct Special Meetings via Teleconference or e-meetings

2.     Does not include use of Executive Sessions  

Reason/purpose suggested change: 

Proposed change in wording:

M. Special Meetings

1.       Special Meetings of the Board may be called by the President or, in his absence, by the Vice President or by four of the Directors upon written/e-mail notice to every member of the Board. Such notice must designate the time, place and purpose of such meeting (no other business may be transacted) and must be given at least three (3) weeks in advance of the date for which the meeting is called. “Place” may be defined as either a physical location or as Teleconference and/or e meeting (Internet) with all votes confirmed in writing by way of e-mail or use of e-meeting technology.

2.     Executive Sessions - The President, or the BOD with a vote of at least four members, may call for an Executive Session.  The Board, only for those rare meetings, may use Executive Sessions where confidentiality must be maintained such as the initial presentation of the Investigative Committee’s report on disciplinary investigations; the initial draft Audit Reports; and meetings of a confidential mater with the Association’s legal council.  Executive Sessions of the General Members will be used only for confidential matters such as member disciplinary actions; discussion of subjects that could harm the Association’s reputation and other confidential matters.  Confidentiality of Executive Sessions will be maintained as defined in RRNR p.92, l.23 – 35 and p.93, l 1 – 25. Breach of confidentiality will be punished in accordance with the referenced section of RRNR. Executive Sessions may take place on a face-to-face basis or via Teleconference and/or e-meeting (Internet) with all votes confirmed in writing by way of e-mail or use of e-meeting technology. 

IMPACT OF CHANGE 

Pro:

1.      Provides authorization to conduct both Special Meetings and Executive Sessions via Teleconferences and e-meeting

2.      Establishes guidelines for use of Executive Sessions

3.      Establishes firm restrictions on the use of Executive Sessions 

Con: Combines both Special Meetings and Executive Sessions in the same paragraph, as opposed to making each their own Paragraph of the bylaws 

Submitted by: Cork Motsett 

DISCUSSION:

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Article V. Paragraph N
AS READS

Conduct of Meetings – The President or, in his absence, the Vice President, or in their absence, the Secretary, or in the absence of all three any Director selected by a majority of the other Directors present, shall preside at the meetings of the Board and of the Association.  In the absence of the Secretary or, when the Secretary is presiding at the meeting, the chair will appoint the Executive Director or any Director to act as the Secretary for the meeting.  Members of the Board may participate in a meeting through conference telephone or similar communications equipment, as long as all members participating in such meeting can hear one another.  Such participation shall constitute personal presence at the meeting.  Voting by proxy is not authorized for any meeting of the Board of Directors. 

PROPOSED TO READ:

Conduct of Meetings:

1.  The President or, in his absence, the Vice President, or in their absence, the Secretary, or in the absence of all three any Director selected by a majority of the other Directors present, shall preside at the meetings of the Board and of the Association. In the absence of the Secretary or, when the Secretary is presiding at the meeting, the chair will appoint the Executive Director or any Director to act as the Secretary for the meeting. Voting by proxy is not authorized for any meeting of the Board of Directors. 

    2.   The President, or the BOD with a vote of at least four members, may call for an Executive Session.  The Board, only for those rare meetings, may use Executive Sessions where confidentiality must be maintained such as the initial presentation of the Investigative Committee’s report on disciplinary investigations; the initial draft Audit Reports; and meetings of a confidential mater with the Association’s legal council.  Executive Sessions of the General Members will be used only for confidential matters such as member disciplinary actions; discussion of subjects that could harm the Association’s reputation and other confidential matters.  Confidentiality of Executive Sessions will be maintained as defined in RRNR p.92, l.23 – 35 and p.93, l 1 – 25. Breach of confidentiality will be punished in accordance with the referenced section of RRNR.

 

Current impact on SOA 

Pro (as currently written): Good as written 

Con (as currently written): Part of the Paragraph no longer needed due to changes made in Paragraph K making these sentences redundant  

Reason/purpose suggested change: 

Proposed change in wording:

N. Conduct of Meetings

     1.  The President or, in his absence, the Vice President, or in their absence, the Secretary, or in the absence of all three any Director selected by a majority of the other Directors present, shall preside at the meetings of the Board and of the Association. In the absence of the Secretary or, when the Secretary is presiding at the meeting, the chair will appoint the Executive Director or any Director to act as the Secretary for the meeting. Members of the Board may participate in a meeting through conference telephone or similar communications equipment, as long as all members participating in such meeting can hear one another. Such participation shall constitute personal presence at the meeting. Voting by proxy is not authorized for any meeting of the Board of Directors. 

IMPACT OF CHANGE 

Pro:

1.  Simplifies the bylaws by consolidating authority for teleconference and e-meetings in just one Paragraph.

2.  Eliminates redundancies 

Con: None that I can see 

ADD SUB-PARAGRAPH 2:

Reason/purpose suggested change: To provide authorization and establish limitations on the use of Executive Sessions.  

Proposed change in wording:

    2.   The President, or the BOD with a vote of at least four members, may call for an Executive Session.  The Board, only for those rare meetings, may use Executive Sessions where confidentiality must be maintained such as the initial presentation of the Investigative Committee’s report on disciplinary investigations; the initial draft Audit Reports; and meetings of a confidential mater with the Association’s legal council.  Executive Sessions of the General Members will be used only for confidential matters such as member disciplinary actions; discussion of subjects that could harm the Association’s reputation and other confidential matters.  Confidentiality of Executive Sessions will be maintained as defined in RRNR p.92, l.23 – 35 and p.93, l 1 – 25. Breach of confidentiality will be punished in accordance with the referenced section of RRNR. 

 IMPACT OF CHANGE 

Pro:

1.      Provides authority for use of Executive Sessions not currently in the bylaws

2.      Establishes restrictions on the use of Executive Sessions

3.      Establishes disciplinary action will be taken for breaching confidentiality

4.      Assures member disciplinary reports and trials will be confidential and discussions and arguments during such meeting will remain confidential within the Association 

Con: Does not spell out all restrictions on the use of Executive Sessions thus providing the opportunity for abuse if not checked by other members of the BOD

Submitted by: Cork Motsett 

DISCUSSION: 

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Article V, Paragraph O
AS READS:

Action Without Meeting – Any action required or permitted to be taken by the Board may be taken without a meeting, if a majority of the members of the Board individually or collectively consent in writing/e-mail or telephone to such action provided that all of the members of the Board were notified of the requested action.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board.  Such action by written/e-mail or telephonic  consent shall require a two thirds (2/3) majority to pass and shall have the same force and effect as any other vote of the Directors.  When a vote is made by telephone each member will confirm his vote in writing  immediately after the vote is made.  Votes by electronic means will be printed out for the record.  The results of all actions without a meeting will be confirmed and included in the minutes of the next meeting of the Board.  

PROPOSED TO READ:

Any action required and allowed by the bylaws for the day-to-day management /administration of the Association may be taken by those charged with the responsibility without a meeting. For those actions required that are unique and not part of the day-to-day management/administration such actions are authorized if a 2/3rds majority of the members of the Board consent in writing/e-mail to such action provided that all of the members of the Board were notified of the requested action. Such written consent shall be filed with the minutes of the proceedings of the Board and posted on the SOA Net.  Voice votes must be confirmed in writing either during the e-meeting or immediately after by e-mail within no more than 24 hours. Votes by electronic means will be printed out for the record and filed with the minutes.

Current impact on SOA 

Pro (as currently written): Solid basic instructions 

Con (as currently written):

1.  Overly restrictive.  Does not provide the flexibility needed to operate on a day-by-day basis

2.  Doe not require actions requiring a vote to be posted for immediate member notification

3.  Redundant statements that can be confusing  

Reason/purpose suggested change: 

Proposed change in wording:

O. Action Without Meeting – Any action required or permitted to be taken by the Board  and allowed by the bylaws for the day-to-day management /administration of the Association may be taken by those charged with the responsibility without a meeting. For those actions required that are unique and not part of the day-to-day management/administration such actions are authorized, if a 2/3rds majority of the members of the Board individually or collectively consent in writing/e-mail or telephone to such action provided that all of the members of the Board were notified of the requested action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board and posted on the SOA Net.. Such action by written/e-mail or telephonic consent shall require a two thirds (2/3) majority to pass and shall have the same force and effect as any other vote of the Directors. When a  Voice votes is made by telephone each member will  must be confirmed his vote in writing either during the e-meeting or immediately after by e-mail within no more than 24 hours. the vote is made.  Votes by electronic means will be printed out for the record and filed with the minutes. The results of all actions without a meeting will be confirmed and included in the minutes of the next meeting of the Board. 

IMPACT OF CHANGE 

Pro:

1.      Provides the needed flexibility to those members of the board charged with the day-to-day management/administration of the Association

2.      Eliminates the need for unnecessary meetings

3.      Provides the authorization to conduct board meetings via teleconference and e-meetings

4.      Eliminates redundancy and makes the Paragraph easier to understand 

Con:  None 

Submitted by: 

DISCUSSION: 

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Article V, Paragraph Q
AS READS:

Bequests – Whenever the Association shall receive a gift or bequest it shall be deposited or invested in such a manner as the Board and the Association’s Treasurer may determine, except as otherwise specified in the gift or bequest.  The income from any such gift or bequest may be expended from time to time in furtherance of the Association’s purposes.  The Board from time to time by resolution, may add any accumulated income to the principal, in which case it shall become part thereof and it’s expenditure shall be subject to the same restrictions as the original principal.

PROPOSED TO READ:

Whenever the Association shall receive a gift or bequest it shall be deposited or invested in the account specified by the donor or in such manner as the Association’s Treasurer may determine when no specific purpose or cause is declared. The interest, and when necessary the principal, shall be used for the exclusive purpose identified by the donor.  If the donor declared no such purpose of intent the monies may be used in the best interest of the Association as determined by the BOD with a 2/3rd majority vote.  In the event the declared purpose or intent ceases to be supported by the Association the monies in that account will be transferred to the General Fund and managed by the Treasurer to obtain the greatest return in a low to no risk investment.

Current impact on SOA 

Pro (as currently written): Provides guidance for how monies bequeathed are to be used. 

Con (as currently written): Somewhat confusing as written  

Reason/purpose suggested change: 

Proposed change in wording:

Q. Bequests – Whenever the Association shall receive a gift or bequest it shall be deposited or invested in the account specified by the donor or in such a manner as the Board and the Association’s Treasurer may determine when no specicific purpose or cause is declared,. except as otherwise specified in the gift or bequest. The income from any such gift or bequest may be expended from time to time in furtherance of the Association’s purposesThe interest, and when necessary the principal, shall be used for the exclusive purpose identified by the donor.  If the donor declared no such purpose of intent the monies may be used in the best interest of the Association as determined by the BOD with a 2/3rd majority vote.  In the event the declared purpose or intent ceases to be supported by the Association the monies in that account will be transferred to the General Fund and managed by the Treasurer to obtain the greatest return in a low to no risk investment. The Board from time to time by resolution, may add any accumulated income to the principal, in which case it shall become part thereof and it’s expenditure shall be subject to the same restrictions as the original principal. 

IMPACT OF CHANGE 

Pro:

1.    Provides greater clarity and understanding of how donations may be deposited and/or invested and used 

2.    More specifically restricts use of monies donated for a specific purpose/cause

3.    Provides direction on how money is to be handled should a specified purpose or cause no longer be supported by the Association

4.    Grants Treasurer the flexibility to deposit and invest in accordance with his responsibilities 

Con:  Removes the board from interfering with the day-to-day responsibilities of the treasurer (I see this as a good thing, some may disagree) 

Submitted by: Cork Motsett 

DISCUSSION: 

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Article V, Paragraph R
AS READS:

 Conflict of Interest – Any Director that has a financial interest in a subject brought to the BOD for discussion or action or that has a direct bearing on him or his immediate family shall, unless otherwise permitted under Robert’s Rules of Order, recuse himself from all discussion and voting on such subject except to answer direct questions on the subject from other BOD members.

PROPOSED TO READ:

1.        Any Director that has a financial or personal interest in a subject brought to the BOD for discussion or action or that has a direct bearing on him, his immediate family and/or close personal friend(s) shall, unless otherwise permitted under Robert’s Rules of Order, recuse himself from all discussion and voting on such subject except to answer direct questions on the subject from other BOD members.

2.        In those instances when the topic of discussion is a member’s personal behavior or actions he must vacate the meeting room and may only become involved in the discussion if asked to respond to specific questions. Following his response he must then vacate the meeting room until the discussion amongst the board has finished and he is asked to return. 

Current impact on SOA 

Pro (as currently written): General guideline with appropriate reference to RRNR 

Con (as currently written):

1.      Does not include topics of personal interest

2.      Does not provide direction to vacate the room when the member is the subject of discussion  

Reason/purpose suggested change: 

Proposed change in wording:

R. Conflict of Interest

1.        Any Director that has a financial or personal interest in a subject brought to the BOD for discussion or action or that has a direct bearing on him,  or his immediate family and/or close personal friend(s) shall, unless otherwise permitted under Robert’s Rules of Order, recuse himself from all discussion and voting on such subject except to answer direct questions on the subject from other BOD members.

2.        In those instances when the topic of discussion is a member’s personal behavior or actions he must vacate the meeting room and may only become involved in the discussion if asked to respond to specific questions. Following his response he must then vacate the meeting room until the discussion amongst the board has finished and he is asked to return. 

IMPACT OF CHANGE 

Pro:

1.      Adds the important element of personal interest

2.      Includes discussion on behavior/actions of close personal friends

3.      Includes specific language on requirement to leave the room if the member’s behavior/actions are the topic of discussion 

Con:  Inclusion of requirement to leave the room is already covered by RRNR (but has not been properly administered) 

Submitted by: Cork Motsett 

DISCUSSION:

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Article VI, Paragraph C
AS READS

C.  Secretary – The Secretary shall be responsible for the maintenance of the  minutes and records of all the meetings of the members and Directors; shall give notice of meetings when required; shall receive, route and maintain US mail correspondence between the membership and various board members; shall keep and maintain a register of the members, showing the names of the members, their addresses, type and date of membership and current status.  Deposit all funds received by the SOA except those specific funds assigned by the BOD to other individuals for deposit.   Further, he shall perform the duties generally performed by a secretary of an association as prescribed in Robert’s Rules of Order and/or the states in which the Association is incorporated.  The Secretary is responsible for all of the aforementioned duties.   The accomplishment of many of these duties may be delegated to the Executive Director.  The Secretary is the immediate supervisor of the Executive Director.  The Secretary shall assume the duties of the President in the absence of the President and the Vice President.        

C. Secretary

1.      The Secretary shall be responsible for the maintenance of the minutes and records of all the meetings of the members and Directors

2.      shall give notice of meetings when required

3.      shall receive, route and maintain US mail correspondence between the membership and various board members

4.      shall keep and maintain a register of the members, showing the names of the members, their addresses, e-mail address, phone number(s), type and date of membership and current status.

5.      shall also be responsible for keeping the members informed of Board activities and other areas of interest by posting notices on the SOA-Net and by direct e-mail.  

6.      is responsible for depositing funds received by the SOA from annual membership renewals. (Membership Committee Chair will forward the application documents and application check of those applicants’ whose application has been approved. The Secretary will deposit these funds and submit the deposit slip other documentation as may be required by the SOP will be sent to the Treasurer.)

7.      is responsible for depositing funds received for SOAR registration and other funds in accordance with the SOP.  Original Deposit Slips and other documentation as may be required by the SOP will be sent to the Treasurer.

8.       The Secretary shall perform the duties generally performed as prescribed in Robert’s Rules of Order and/or  the State of Texas where the SOA is incorporated.

The accomplishment of many of these duties may be delegated to the SOAR Committee Chair and others as may be appropriate.. The Secretary shall assume the duties of the President in the absence of the President and the Vice President.

Current impact on SOA

 Pro (as currently written): Well written, very inclusive 

Con (as currently written): Needs adjustment to comply with use of funds  

Reason/purpose suggested change: To more clearly define the Secretaries duties and responsibilities 

Proposed change in wording:

 

IMPACT OF CHANGE 

Pro:

1.      Provides for more clearly defined definition of which monies the Secretary is responsible for handling and deposit received from applicants and member renewals

2.      Clearly defines the Secretaries duties as those defined by the State of Texas 

Con: None that I can see 

Submitted by: Cork Motsett

DISCUSSION: 

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Article VI, Paragraph E
 
 

Current impact on SOA 

Pro (as currently written): Thorough as far as it goes 

Con (as currently written):

1.     Does not provide sufficient authority to the Treasurer over all financial accounts

2.     Does not provide for the best use of Association Funds to maximize earnings

3.     Does not establish firm reporting time lines from Committee Chairs and the Treasurer

4.     Does not establish sufficient control of expenditures from Committee Chair accounts

5.     Does not establish sufficient control over expense reimbursement

6.     Does not establish sufficient control and authority over budgets and reporting  

Reason/purpose suggested change: 

Proposed change in wording:

E. Treasurer – The Treasurer should be knowledgeable and capable of administering financial records and responsibilities in accordance with generally accepted accounting procedures. The Treasurer shall

1. Be responsible for the accurate and timely maintenance of all financial records of the Association  utilizing Intuit Quick Books (most current edition) to manage the finances of the Association establishing sub-accounts as needed.

2. Be the custodian of all monies and funds belonging to the Association   including those accounts managed by Committee Chairs. The Treasurer will have direct access to all SOA Accounts; be a signer on all bank and financial institution signature cards; be identified on all SOA Accounts as the primary authority responsible for the account and management of monies; is the recipient of all Bank and financial institution statements  and is responsible for monthly reconciliation of all accounts. 

2.     Assure detailed accounting of all income qualifying as “Unrelated Income” is clearly identified and appropriate taxes paid.  

3.     Shall assure all Raffle Tickets are accounted for by serial number and a full accounting of all Raffle Income and Expenses are reconciled following each SOAM (the Chair or individual responsible for each raffle is to provide the detailed accounting of all raffle tickets received, monies and all related expenses to the Treasurer for his review and approval).  Raffle Tickets must conform to Federal, State of Texas and laws of the State where the SOAM is held relating to raffles conducted by not-for-profit organizations. 

4.  Receive inventory and asset reports from Committee Chairs NLT the 5th of each month.  The Treasurer will have access to all files, original invoices, purchase orders, inventory reports and all other financial related documentation on an “as requested” basis.   

5. Process checks requested by Committee Chairs when money is requested to pay invoices and all other authorized expenditures;  funds will be transferred in a timely manner making them available as needed.  Expenditures of more than Five Hundred Dollars ($500) will be written on the appropriate account, signed by the Treasurer and sent to the Committee Chair for his co-signature and payment of authorized invoice(s) except in those instances when the Chair and Treasurer agree to have the payments made directly by the Treasurer.  

6. The Treasurer will personally sign all Association checks EXCEPT those where the treasurer is the payee and checks written on accounts managed by Committee Chairs of less than $500; will insure all checks over one thousand five hundred dollars ($1,500.00) are approved and co-signed by a director who is an authorized signer on the bank signature card; and will also insure [CBM1] no director signs or approves a check where that director is a payee or has a conflict of interest.  Checks drawn on sub-accounts will utilize the appropriate color-coded check for the appropriate account.  

7. The Treasurer will insure no payments for invoice(s) or an individual of more than one thousand five hundred dollars ($1,500.00) are made by issuance of two or more checks (“split payment”) to avoid the approval by another BOD member rule. 

8   The Treasurer will only prepare and sign checks for expense reimbursement that have been submitted on the appropriate expense report with original receipts for all but incidental expenses in accordance with the SOP. A Director must approve all expense reimbursements before they can be paid. Expense reimbursements of more than Five Hundred Dollars ($500) must be co-signed by another Director. The Treasurer may not sign checks reimbursing his own expenses. (The Treasurer is the only person authorized to pay expenses from a sub-account managed by a Committee Chair. There will be no exceptions to this policy.) 

9. The Treasurer will comply with all federal and state financial reporting requirements including filing of IRS Form 990s

10. The Treasurer is the chairman of the Budget and Planning Committee and all other committees the BOD authorizes to handle finances. The Treasurer shall insure the Budget and Planning Committee prepares an annual budget and submits it to the Board of Directors at the Pre-Reunion Board Meeting, at the Annual Membership Meeting for approval. The Annual Budget must be presented to members of the board no less than 10 days prior to the initial board meeting to allow adequate time for review. Monthly budget updates will be submitted to the BOD NLT the 15th of each month identifying any variances and providing a full explanation of each. 

11. Following acceptance by the BOD the annual budget and monthly updates will be posted on the SOA Net in the Members Only section. 

12. The Treasurer will turn over original files, records bank account statements, inventory reports and other financial documents to the Board ‘s Internal Financial Review Committee twice annually for an in-depth review of the Association’s Financial Status. The Internal Financial Review Committee will provide a minimum of 30 days notice as to when  the Treasurer must deliver the records. The Annual Review will be completed within sufficient time as to report the findings at the first Board Meeting during the Annual SOAR. 

13. Upon election of a new Treasurer, the Outgoing Treasurer will furnish all records to the Internal Financial Review Committee who will perform a thorough review of the Association’s financial records and reports. The Internal Financial Review Committee will submit a detailed financial report to the board prior to turning over the records to the new Treasurer. In the event of a mid-term vacancy in the office of Treasurer, the  Internal Financial Review Committee will be responsible for the day-to-day financial management and bookkeeping until a new Treasurer is appointed and in place. 

14. Ensure that the Association maintains appropriate liability and E&O   insurance for the Association, Directors and Special Staff in the amount specified by the SOP.  

15 Insure five separate accounts are maintained for monies received by the association, in accordance with donor directives and Association needs (Note: no funds may be used from a restricted account for other than its intended purpose until the BOD determines, with a 2/3 majority vote, to terminate the Committee and account distribution in accordance with these bylaws):

a. General (Operations) account: Any funds received by the SOA that are not specifically specified to be in one of the four restricted accounts will be deposited in this account. The monies from this account may be spent in any way the BOD directs in the best interest of the Association and its members. The Treasurer will establish a sweep account agreement with each financial institution to assure maximum return on the Association’s monies

b. Scholarship account: This account will be established as a restricted account. Monies from this account may be spent only for scholarships and the administrative costs to run the Scholarship program. The Chairman of the Scholarship Committee has the authority to request the expenditure of funds from this account, which the Treasurer will be prepare for each  Scholarship winner(s).

c. Bright Light account: This account will be established as a restricted account. Monies from this account may be spent only for Bright Light operations and the administrative costs to run the Bright Light program. The Chairman of the Bright Light Committee has the authority to request the expenditure of funds from this account. Checks will be prepared for the amount(s) requested and authorized for each recipient (Names of recipients and amounts awarded will be kept confidential.)

d. Life Membership account: This account will be established as a restricted account. When the BOD has determined that the Life Membership account is viable the interest from the account may annually be transferred to the General (Operations) account.

e. SOAMs account: This account will be established as a restricted account.  Funds held in this account shall also be maintained by, and under the complete control of the SOA Treasurer.  The Chairman of the SOAMs Committee is authorized to request the expenditure of funds from this account.   Upon receipt of request for payment the Treasurer will prepare and sign the check(s) for the amount(s) requested.  Funds may ONLY be used for the purpose of generating additional monies within the scope of SOA tax-exempt status to maintain SOA financial solvency.   The Chair of the SOAMs Program will submit a complete and accurate financial report to the Treasurer NLT the 10th of each month. In no instance may expenses be drawn from this account without an approved expense report supported by original receipts and approved bya Director not affiliated with the SOAMs program. Following approval the Treasurer will prepare and sign expense check(s) that will be co-signed by a separate Director if such requested amount is  in excess of $500.00. Following a detailed financial review at the end of the fiscal year profits in excess of forecasted cash flow requirements for the following year will be used first to repay the Association monies loaned and Second, after repayment of all loans, will be allocated as determined by the BOD each year.  

IMPACT OF CHANGE 

Pro:

1.     Reestablishes the authority and responsibility of the Treasurer over all Association Financial Transactions and Records

2.     Establishes tighter control over all SOA funds

3.     Establishes responsibility for accounting for “Unrelated Income” and payment of required Taxes

4.     Establishes control over Raffles and compliance with Federal and State Laws

5.     Establishes budget creation and oversight responsibility

6.     Minimizes the potential for unauthorized use of Association Funds

7.     Presents a thorough set of responsibilities and restrictions aimed at reintroducing confidence Association Funds are being properly shepherded

8.     Establishes the responsibility and authority of the Internal Financial Review Committee

9.     Clearly defines the use of SOAMs profits and establishes clear lines of authority over the SOAMs financial records and account 

Con:

1.    May be viewed as overly restrictive and specific

2.    May draw the ire of current Committee Chairs 

Submitted by: Cork Motsett 

DISCUSSION:

Article VI, Paragraph E: No too restrictive, too much detail-Rick

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Article VI, Paragraph F
AS READS:

F.  Directors – The Directors, Place 1 through Place 5 shall be assigned duties as deemed appropriate by  the President. 

PROPOSED TO READ:

F. Directors – The Directors shall be assigned duties as deemed appropriate by the President with the primary responsibility of representing the members interests while working in the best interest of the Association.

Current impact on SOA

 Pro (as currently written): Good General Overview

Con (as currently written):

1.      Does not provide specific responsibility for representing the members

1.      Does not provide for assignment to or Chairing Committees    

Reason/purpose suggested change: Expand and spell out additional specific responsibilities, duties and roles of the 5 Placed Directors 

IMPACT OF CHANGE 

Pro:

1.      Provides a clearer understanding of the responsibilities, duties and role of the 5 Placed Directors

2.      Provides direction re assignment of the Chair of the Finance Review and Investigation Committees 

Con:  None 

Submitted by:  Cork Motsett 

I vote no.  This is not a strongly held position by myself but I don't feel it adds anything meaningful to existing paragraph F, so I propose it be left as is.  Rick

 

 Article VI Paragraph G
AS READS:

G.. Board – The Board of Directors will: 

          1.     Conduct all business and direct and supervise all affairs of the Association  not specifically reserved to the Membership in these by laws. 

    2.     Devise plans for the growth and prosperity of the Association for the approval of the Membership and nurture such plans upon approval. 

          3.     Develop and present policies for the benefit of the Association to the Membership for approval and to carry out these policies upon approval. 

          4.     Report to the membership all important matters of interest to the Association. 

 

PROPOSED TO READ:

G. Board – The Board of Directors will

1. BE FAMILIAR WITH AND ENSURE THE BOD IS IN COMPLIANCE WITH THE CURRENT SOA'S BY-LAWS AND ROBERTS RULES OF ORDER AT ALL TIMES.

2. Conduct all business and direct and supervise all affairs of the Association not specifically reserved to the Membership in these by laws.

3.  Devise plans for the growth and prosperity of the Association for the approval of the Membership and nurture such plans upon approval.

4. Develop and present policies for the benefit of the Association to the Membership for approval and to carry out these policies upon approval.

5. Report to the membership all-important matters of interest to the Association. 

 

Current impact on SOA 

Pro (as currently written): Good summary. Covers the General Requirements and Duties 

Con (as currently written):  Does not assign responsibility to know and follow the bylaws and RRNR 

Reason/purpose suggested change: Provide specific responsibility re bylaws and RRNR  

IMPACT OF CHANGE 

Pro:

1.    Assigns specific responsibility to know and comply with SOA bylaws and RRNR at all times

2.    Removes the excuse of “I didn’t know” and “he’s the expert” 

Con:  None

 

ARTICLE VII
AS READSl  ARTICLE VII: REUNION AND SPECIAL MEMBERSHIP MEETINGS 
PROPOSED TO READ:  ARTICLE VII:  REUNIONS, SPECIAL MEETINGS AND EXECUTIVE SESSIONS
JUSTIFICATION FOR CHANGE:  Paragraph

 F has been added covering "Executive Sessions"

 

Article VII, Paragraph B
AS READS:  B.   Special Meetings – Special Meetings may be called by the President or by four Members of the Board, or when requested in writing by twenty five percent (25%) of the General Members of the Association.  Notice of a Special Meeting shall be given by the Secretary in the same manner as notice of an Annual Membership Meeting. 
PROPOSED TO READ:

B. Special Meetings - Special Meetings may be called by the President or by four Members of the Board, or when requested in writing by five percent (5%) of the General Members of the Association. The Secretary shall give notice of a Special Meeting Via the SOA Net in the SOA Member Only section of the web page and other means as may be deemed appropriate.  Special Meetings may be conducted in a physical location or on the Internet.  Every effort will be made to minimize the use of physical meetings.   All votes conducted during a Special Meeting must be confirmed by e-mail or on the Internet Meeting software.  The Secretary will maintain and enter into the minutes the names and member number of each participant.

Current impact on SOA 

Pro (as currently written): Adequate at best 

Con (as currently written):

1.      Not member friendly

2.      Unrealistic hurdle for member initiated Special Meetings

3.      Fails to include member access needed to initiate Special Meetings  

Reason/purpose suggested change:

1.      Restructure to make member friendly

2.      Provide more reasonable hurdle for member initiated Special Meetings

3.      Provides means of contacting members to gain support needed to call for Special Meeting

4.      Specifically authorize use in Internet Meetings 

Proposed change in wording:

B.  Special Meetings may be called by the President or by four Members of the Board, or when requested in writing by five percent (5%) of the General Members of the Association. The Secretary shall give notice of a Special Meeting Via the SOA Net in the SOA Member Only section of the web page and other means as may be deemed appropriate.  Special Meetings may be conducted in a physical location or on the Internet.  Every effort will be made to minimize the use of physical meetings.   All votes conducted during a Special Meeting must be confirmed by e-mail or on the Internet Meeting software.  The Secretary will maintain and enter into the minutes the names and member number of each participant.

IMPACT OF CHANGE

Pro:

1.      Satisfies the specific reasons cited for making the change

2.      Reorients the use of Special Meetings making them more member friendly

3.      Minimizes the BOD’s use of Special Meetings to the limited occasions when confidentiality is truly justified

4.      Eliminates the opportunity for abuse 

Con: Places new restrictions on the BOD re their use of Special Meetings 

Submitted by: Cork Motsett 

DISCUSSION: 

John, et al. you have a point and I totally agree with the 2 out of 3 being able to vote. Now should it be an absentee or proxy?  I think absentee would be more appropriate. Robert 

I would like to propose the following.  If an active member has attended the last 2 out of 3 SOARs, then in my opinion, he should be entitled to have a proxy vote because he has clearly shown that he is an  active participant in SOA activities.  If he has a legitimate reason as evidenced by something tangible such as a letter from a Medical Doctor; Jury Duty Notice, Family death (obituary notice), or some other similar legitimate reason, then that person’s proxy vote should be considered and allowed (and if we all agree, then this should be incorporated into our bylaws). I (personally) do not think that simply because of past history, something useful to the membership should be overlooked or disallowed.  This is why we are evaluating our bylaws because we know that there are areas that needed changing because of organizational abuse.  We need to show some flexibility for our members whom have shown some loyalty to our organization, and like you mentioned below, we need to be more member friendly. If we agree to this proposal, then I want to also emphasize that not every issue should warrant a proxy vote.  It should only be allowed under certain and specific circumstances, and we would need to identify those specific circumstances in our bylaws. As to any general proxy voting, I vote “NO” also. John Russell

I suggest we don't tie their hands at all, If the President, 4 BOD members or 5% of the voting members determine a "special meeting" is needed, then by all means it should be held for whatever reason. We cannot know the future or what would necessitate a meeting to be held for some unknown reason, therefore, they should be allowed the flexibility to hold a special meeting as needed.-RLN

When you tie the BOD's hands on what they can call a special meeting for be careful.  If you tie them too tight the will just untie them at the MYC and you may wind up with no ties at all. Trabue

Ref the Membership Committee changing the format of the application form in violation of the By-Laws: This is exactly why the membership can call for a Special meeting; thus, we must have the threshold of 5% maximum to call for a special meeting to override any decision the BOD makes that disregards the By-Laws. With the old 25%, the old BOD knew the membership had no say because it was impossible to gain 25% of 1,400 so they could do whatever the hell they wanted.  No oversight from the members.-RLNOE

The bylaws must be clear, comprehensive and enforced. If the BOD refuses to adhere to the bylaws the members must be able to take whatever action is needed. Until the bylaws are enforced we will continue to endure abuse and gross mismanagement.-CORK

Because the Membership Committee changed the requirements and ignored the requirements in the bylaws why have them in the bylaws. The requirements can be in the SOP and still be controlled by the BOD.  This is a case where the Secretary, who is supposed to supervise the Membership Committee was not doing his job.  Frankly I thought we had a good membership application form.  I have no idea how the one we have now reads-TRABUE
 

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Article VII, Paragraph D
AS READS: .Proxies – No voting by proxy shall be allowed at any Annual or Special Membership meeting.
PROPOSED TO READ:  VOTING: 
All members must be present to vote at any Annual or Special Membership meeting except Absentee voting is allowed only for: 

1.  Electing officers of the SOA. 

2. For any subject/topic of a nature that needs to be considered and resolved before the next General Membership meeting, the BOD may, by a vote of 2/3rs of the BOD or by  5% of the General Membership call for an absentee vote provided the matter is debated in the PRP or the SOA website for a minimum of 60 days for members to read, study and debate. The SOA shall post in the PRP or send a notice via email (or regular mail for those not having email contact), notifying them of the upcoming subject matter and vote with instructions to how to obtain the information from the SOA website pertaining to the subject matter.  The Pro's and Con's shall be posted the website. The vote will be in the same manner as voting for elections except those voting must furnish their own envelopes and stamp. Under this requirement, the vote may be held before any Special Meeting or General Membership meeting.  (Note: this provision is limited to matters that need to be resolved before the General Membership meeting and must be justified in writing).

3. No absentee voting shall be allowed for matters that are not discussed/debated in the PRP or SOA website.

                           

Current impact on SOA 

Pro (as currently written): None 

Con (as currently written):

1.      Not member friendly

2.      Out of date with Association Needs

3.      Eliminates member right to vote when unable to physically attend the GMM or mid year meetings

4.      Not in the Association’s best interest  

Reason/purpose suggested change:

1.      Enable members who are unable to physically attend/participate in the GMM and Mid-Year Meeting to cast their votes

2.      Provides vehicle for greater member participation in the Association

3.      Assures each member the right to cast a vote as detailed in Article IV, Paragraph A, sub-paragraph a

Proposed change in wording:

D. VOTING: 

1.  All members must be present to vote at any Annual or Special Membership meeting except Absentee voting shall be allowed for any active general member who has attended the last 2 out of 3 SOARs  for only those who can document a legitimate reason as evidenced by something tangible such as a letter from a Medical Physician, Jury Duty Notice, Family Death (obituary notice) or some other similar legitimate reason.

2.  Proxies-No voting by proxy shall be allowed at any Annual or Special Membership meeting.

IMPACT OF CHANGE 

Pro: 

1.      Enables every general member the right to vote regardless of their ability to be physically present at the GMM, MYM or Special Meeting conducted in a physical location for subject matter

2.      Enables the member to choose how his vote is to be cast and who is authorized to cast it.

3.      Provides Members the opportunity to accumulate votes on a motion before the members and to cast them as directed by each individual general member. 

Con: None that I’m aware of 

Submitted by:  Cork Motsett 

DISCUSSION: 

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ARTICLE VII, Paragrph F (addition)
AS READS: 
PROPOSED TO READ: 

F.       Executive Sessions are to be used only for those rare occasions when confidentiality is essential including all disciplinary action and reports. A General Member or Member of the Board may request the board and/or member meeting go into Executive Session stating the topic to be discussed and why an Executive Session is needed. Only the topic identified may be discussed and no unrelated action may be taken while in Executive Session. A 2/3rds majority vote of the BOD is required to go into Executive Session. All conversation and the minutes of the Executive Session are to remain confidential with any breach subject to disciplinary action as defined in RRNR. Also, no action may be voted on in the session. When the session is closed and action is necessary a BOD member has to make a motion, another has to second the motion and a vote taken all in open session with the exception of Disciplinary Proceedings which will be conducted in accordance with RRNR p. 630 - 638. Vote results are to be communicated to all General Members and will be posted on the SOA Net, Members Only Section.

Current impact on SOA

Pro (as currently written):  OK as is but the bylaws do not cover use of Executive Sessions

Con (as currently written): Does not cover Executive Sessions and they are not covered elsewhere

Reason/purpose suggested change: To provide guidance and restrictions on use of Executive Sessions

Proposed change in wording:

F.       Executive Sessions are to be used only for those rare occasions when confidentiality is essential including all disciplinary action and reports. A General Member or a Member of the Board may request the board and/or member meeting to go into Executive Session after stating the topic to be discussed and why an Executive Session is needed. Only the topic identified may be discussed and no unrelated action may be taken while in Executive Session. A 2/3rds majority vote of the BOD is required to go into Executive Session. All conversation and the minutes of the Executive Session are to remain confidential with any breach subject to disciplinary action as defined in RRNR. Also, no action may be voted on in the session. When the session is closed and action is necessary a BOD member has to make a motion, another has to second the motion and a vote taken all in open session with the exception of Disciplinary Proceedings which will be conducted in accordance with RRNR p. 630 - 638. Vote results are to be communicated to all General Members and will be posted on the SOA Net, Members Only Section.

IMPACT OF CHANGE 

Pro: Provides guidance on when and how executive sessions can be used

Con: None

Submitted by:  Cork Motsett

DISCUSSION: 

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Article VIII, Committees, Paragraph H, Internal Financial Review Committee
(This paragraph does not exist in the current bylaws)

Proposed change in wording:

H. Internal Financial Review Committee (IFRC). The Board of Directors shall appoint an Internal Financial Review Committee consisting of a minimum of three members with sufficient accounting and/or financial expertise sufficient to perform an internal financial review of the Association’s financial records, banking accounts, investments, inventories and assets.  Whenever possible it is preferred a member of the board will be assigned to and chair this committee. The President will assign the Chairman. The Treasurer may not participate on this committee but will be available to answer questions as needed.

1.      Composition. As this committee requires a degree of business and financial/accounting acumen. Every effort will be made to assign only those members, general or associate, with this expertise.  In the unlikely event this expertise is not available internally within the Association the BOD is authorized to solicit external participation from accounting professionals who are not members of the Association who are willing to accept an Honorary Membership.  This is the only exception to Article IV, Paragraph 2, Sub-paragraph E that prohibits Honorary Members from participating in Committees. Every effort should be made to obtain this support on a pro bono basis.

2.      Duties.  The Internal Finance Review Committee include conduct of a thorough review of the Association’s finances no less than once per year with one of the reviews completed no less than 10 days prior to that year’s SOAR.   A detailed report of the review will be submitted to the President with copies provided to all board members. Additionally, a thorough Financial Review will be completed whenever a new Treasurer is elected/assigned prior to turning over the Associations books and records to the new Treasurer. The only exception will be if the previous review was completed within 30 days of the New Treasurer’s election/assignment. Additionally, in the event the Treasurer’s position is vacant this committee will be responsible for the performance of the day-to-day activities of the Treasurer until a new Treasurer is sworn in.

3.      The Financial Review conducted by this committee will consists of the following analysis plus any additional investigation it believes is required:

a.      Detailed review of all accounting records including a statistical sampling of back-up records/files using original bank statements, deposit slips, receipts, purchase orders, sales records, raffle income, etc. in accordance with standard accounting principals and practices.

b.     Physical inventory of all Association assets to include SOAMs materials is required with all discrepancies identified. Included in the inventory report will be an accounting of all items deleted from the inventory, lost, stolen or otherwise unaccounted for (this also includes those items no longer needed or considered obsolete which have been written off).

c.      Review of all current investments and Special Accounts to assure security and safety of the Association’s funds and to insure the Association is obtaining a fair and adequate rate of return on its investments/deposits.

d.     Cash flow analysis for the following 12-month period will be included in the review. This will also include an analysis of the previous cash flow analysis to assure the assumptions and forecasts are accurate and realistic.

e.      The balance sheet will be reviewed for completeness and accuracy using both Cash and Accrued Accounting procedures

f.       A review of taxable and non-taxable income will be included to assure all taxable income is properly identified, coded for payment and reporting purposes and all taxes have been properly paid (or will be paid)

4.      Financial Review Report. Following completion of the internal financial review the committee will submit a report of its findings to the BOD for its approval.  In completing the report each member of the Financial Review Committee will vote as to their agreement with the contents of the report and its finding. In the event a member votes “No” he is required to file an amendment to the report stipulating why and to detail each specific objection.  Each amendment will be noted in the report and attached to each copy presented to the board and posted on the SOA Net (following approval of the report by the BOD).

a.      The report will include a statement of the Association’s financial condition and identify all risks and discrepancies identified during the review.

b.     The report may include a recommendation for engaging an outside  accounting professional/independent CPA to complete an official review or audit, depending on the severity of its concerns and risk to the Association.  If the committee makes this recommendation the board must approve with a majority vote prior to engaging outside support

c.      Should willful misconduct, failure to perform, fraud and/or embezzlement be identified during the review a formal charge against the member(s) responsible (if known or suspected) is to be presented to the President who will in-turn submit it to the Investigation Committee. The Internal Investigative Committee must include consideration of criminal charges and a recommendation in its report.

4.   Compensation and Reimbursement of Expenses. Members of the SOA will not be compensated for their time or expertise.  In the event outside expertise is required and it cannot be obtained on a pro bono basis, compensation will be negotiated and approved by the BOD in accordance with the SOP. It is anticipated that members of this committee will be required to travel to a central point to conduct the financial review and physical inventory (ies). These expenses are reimbursable.  Committee members are authorized to request an advance payment not to exceed anticipated out of pocket expenses. These funds must be repaid to the association as a deduction from the expense reimbursement payment or directly if not properly accounted for in accordance with the SOP.. Approved expenses will be reimbursed for travel, lodging, meals and incidentals.  Every effort must be made to minimize these expenses.  Only one rental car, per location, will be authorized for the committee and it will be reserved and paid for by the committee chair.

 

 Current impact on SOA 

Pro (as currently written):  NA – Does not exist 

Con (as currently written): NA – Does not exist  

Reason/purpose suggested change: To authorize and provide the policy overview of a new committee charged with assuring the BOD’s fiscal oversight responsibility is consistently fulfilled  

IMPACT OF CHANGE 

Pro:

1.      Provides the policy and procedural guidelines for improved fiscal management of the Association

2.      Provides for the direct oversight of the Treasurer and those Committee Chairs with independent financial operations

3.      Provides assurance of improved communication with the members as to the financial condition and management of the Association’s funds and investments

Con: 

1.      Potential for increased cost to the association relating to reimbursement of committee member travel expenses

2.      Potential for expense for fees of non-member participants 

 

Article VIII, Committees, Paragraph I Grievances/Complaints

AS READS:  None

PROPOSED TO READ: 

I. Grievances/Complaints: Grievances/Complaints may be filed by any member of the Special Operation Association with the President of the Board of Directors who will refer the grievance/complaint to the Chairman of the Internal Investigation Committee.

   1.  Internal Investigation Committee (IIC)

a.      Overview: The Board of Directors shall appoint a standing Internal Investigation Committee consisting of three (3) members. Membership will be by appointment of the President with approval by a majority vote of the Board of Directors.   From time-to-time the board may assign other investigations to the committee not related to disciplinary action on an as-needed basis. The IIC will select its own chair

b.     Composition: Only General Members may serve on the Investigation Committee. Members of the Board are specifically excluded from participation. Any General Member may volunteer to serve and General Members are encouraged to nominate other members of high moral character, integrity, fairness, common sense and a dedication to the best interest of the Association.

cDuration:  Assignment to the IIC will be for three (3) years with the option to voluntarily renew subject to approval by the board. The Board, with a 2/3 majority, may remove a member or members. .

d.  Duties:

(1).    The primary responsibility of the IIC is to conduct confidential inquires resulting from charges of misconduct, slander, abuse of power and/or other violation(s) of the Association’s bylaws made against a member or members of the Association by another member, including Officers and Directors. 

(2).    The investigation will:

      (a).      Following the procedures outlined in Article V, Section G. 2 and Roberts Rules of Order, Newly Revised (RRNR) Chapter XX, Disciplinary Procedures, the subcommittee will conduct a thorough and unbiased investigation of the charge(s). At a minimum the committee will interview the person or persons making the charge, the person or persons being charged and all witnesses named by either party as well as review, and when necessary test, the evidence provided with the charge.  A detailed summation of all interviews including the date, day, time and people involved along with a recorded transcript will be made part of the official file. No copies of any documents, reports or evidence may be kept by anyone.

      (b).      Cite the Basis For Investigation;

      (c).      Document the Membership History;

      (d).      Cite the Possible Violations of SOA Bylaws; RRNR, and/or any other state or federal law which governs SOA IRS 501 (c) 19 Non-Profit activities;

     (e).      Record the Basic Facts Disclosed and Supporting Evidence, and

     (f).      Contain any Special Remarks by the Investigating Committee

(3).    At the conclusion of the investigation the subcommittee will vote on each charge to determine if there is sufficient evidence to proceed. Each member will sign his name together with any comments he desires to make on the rationale for his vote.  

e.    Action when the vote is to proceed.  Following a positive vote to proceed, the subcommittee will submit the finalized ROI to the President that will include all evidence, testimony and interviews conducted by the committee.

     (1).  The vote of the IIC to proceed is absolute and may not be appealed or overturned, except by action by the Board of Directors. Following the presentation of the Committee’s report with a recommendation to proceed the President will have a formal motion to discipline written.

     (2). Following submittal of the report, the committee will make itself available to discuss its findings with the President, answer questions and support needed by the Secretary, or other Board Member charged with writing the motion to discipline the member charged and answer questions of fact from the charged member.

     (3). Following the vote on the Motion to Discipline a complete copy will be made of all documents and other evidence and will be submitted to the charged member. Original documents and evidence will be placed in the archives with a suspension date for destruction not to exceed 36 months. No copies of any documents, reports or evidence may be kept by anyone on the IIC after the final verdict and disciplinary action is completed. 

        f. Action when the vote is NOT to proceed

     (1).     Following a vote of the committee not to proceed an investigative summary of the investigation will be submitted to the President. If additional information is thought to be relevant it may be included in the report.

     (2).     The vote of the Investigation Committee NOT to proceed is absolute and may not be appealed or overturned. No further action may be taken nor may the reported violation be reviewed again without the inclusion of a new charge statement including new and relevant information not previously made available to the investigation committee.

    g.  Following the action of the BOD, the complainant will be informed of the resolution of the case in letter format..

    i.  Original documents and evidence will be placed in the archives with a suspension date for destruction not to exceed 36 months. No copies of any documents, reports or evidence may be kept by anyone on the IIC after the final verdict and disciplinary action is completed. 

     j. The charged member, if found guilty has a right to an appeal for cause and must file a notice of appeal and must be received (or post marked) within 30 days of receipt of Board Action final action. The appeal is to be filed with the Chairman of the Appeal Committee and cite the specific reason/justification for the appeal. Because of the disciplinary process established, the matter being investigated by the Internal Investigation Committee comprising General Members and actual guilt and discipline determined and administered by the Board of Directors, appeals are not automatic and must be justified. 

   2. Appeal Committee (AC). 

      a. Overview: The General Membership shall elect a standing Appeals Committee consisting of four (4) members; however, only three (3) members will work and vote on any one case. The AC will select its own chair.

     b. Composition: Only General Members may serve on the Appeal Committee. Members of the Board are specifically excluded from participation. Any General Member may volunteer to serve and General Members are encouraged to nominate other members of high moral character, integrity, fairness, common sense and a dedication to the best interest of the Association.

     cDuration:  Assignment to the AC will be for three (3) years with the option to voluntarily renew subject to approval by the General Membership. The Board, with a 2/3 majority, may remove a member or members of the AC upon a finding of guilt by the Board of Directors, after the Internal Investigation Committee has found sufficient evidence to substantiate a guilty finding by the BOD.

    d.  Duties:

         (1). Upon receipt of an appeal, the AC chairman will notify the appellant and the President of the receipt of the appeal.

           (2) The AC will conduct an impartial reviews of those case, filed timely,  based on the merits detailed by the appellant to ensure the rights of the member has not been violated and the punishment appropriate to the offense. 

           (3) The AC will write a detail report on its findings and action taken, a copy of the report will be sent to the Appellant and President of the Board of Directors.  All cases must be resolved within 30 days of receipt.

        e. Appeal Committee Findings: The findings of the Appeal Committee are final.

Current impact on SOA 

Pro (as currently written): Does not exist 

Con (as currently written): Needed, but does not exist  

Reason/purpose suggested change: To provide a standing committee charged with conducting internal investigations as needed on a time-to-time basis. The primary responsibility of the Investigation Committee is to complete impartial and unbiased inquiries into disciplinary charges against members, members of the board and officers of the Association as required by Roberts Rules of Order, Newly Revised and in accordance with Article V, Paragraph G, subparagraph 2

Proposed change in wording:

IMPACT OF CHANGE 

Pro: 

1.        Provides for a standing committee to investigate all disciplinary charges so that the SOA may protect and enforce its rights to investigate the character of its members, verify accusations of wrong doing and enforce its bylaws and policies while protecting its good name and the good name of the accused.

2.        Firmly establishes the General Members as the governing body for all disciplinary decisions

3.        Provides the policy and general guidelines for the Investigation Committee to follow

4.        Establishes the Confidential Nature of the Investigation and findings to assure the protection of those accused and the Association

5.        Establishes the relationship between the Internal Investigation Committee and the Disciplinary Action Committee (DAC)

Con:  None!