Download here: MAC BYLAWS
Key West Military Affairs Committee, Inc
BYLAWS
ARTICLE I NAME
The name of the corporation is Key West Military Affairs Committee, Inc. (hereinafter “MAC”). MAC is a non-profit corporation in pursuance of Section 501(c)(3) of the US Internal Revenue Code as revised in 1986 and as amended thereafter.
ARTICLE II OBJECTIVES
The purpose of MAC shall be to foster and strengthen the relationship between the military and civilians in our community. This will be accomplished through education and service to our community in order to lessen the burdens of government and quell tensions in the community. The MAC shall strive to provide our community educational opportunities to increase understanding of initiatives to avoid potential conflicts and incompatible operations. Quality of life initiatives such as sponsoring programs for the well-being of the military and supporting Sigsbee School, Wounded Warrior Project’s Soldier Ride and USS KEY WEST, are key focus areas for mutual public benefit. MAC shall strive to raise the awareness of the value of the military in Key West and the Florida Keys. This committee is a not for profit entity solely for charitable purposes. MAC understands that it has an obligation not to participate in political activities and that its meetings should not be used as campaign opportunities for candidates seeking public office. Anyone who is an elected official or a person who has announced candidacy for public office will not be considered for MAC civilian membership.
ARTICLE III MEMBERSHIP
Section 1. Classes of membership and voting privileges
a. Civilian Membership
b. Position Membership
c. Military Membership
d. Honorary Membership
e. Senior Active Civilian Membership
f. Corporate Membership
The Civilian Membership shall not exceed fifty (50) members and they must be full time residents of the Lower Florida Keys. No member will be invited to join if there exists any known conflict of interest with the MAC or its activities. No member will engage in self-dealing transactions in its capacity as a MAC member. If a conflict of interest arises after becoming a member, it is grounds for immediate disenrollment/removal. Civilian Members in good standing have all voting privileges. If a current MAC Civilian Member is or later becomes an elected official or corporate member, he/she can retain MAC membership status.
The Position Membership shall consist of various community leaders, designated by MAC, whose professional position should have familiarity with military personnel. Position
Membership is only for the position holder, however, on occasion the position holder can designate its next in command to attend MAC meetings on its behalf. Position Members will be non-voting members of the MAC and will not pay dues. Position Members will be charged the cost of breakfast for the meetings they attend. If a current Civilian or Senior Active Member earns a seat that is designated for a Position Member, that member will fill that Position Membership along with retaining their current membership status, continue to pay their annual MAC dues, and will not additionally be charged for the breakfast when attending. The composition of this this membership class is under the purview of the Executive Board and will be reviewed, at least annually, to make appropriate additions and deletions. Position Members will not be voted on by the General Membership, however the Executive Board shall keep the General Membership apprised whenever a Position Member is added or removed. The Position Members will be listed in a separate appendix and kept with the Executive Board.”
The Military Membership shall be an approximate equal number of military personnel not to exceed the number of Civilian Members. Military Members shall be non-voting members of MAC.
Honorary Membership shall be limited to all retired officers of Flag Officer Rank or General Officer Rank living in the greater Key West area, as well as the Commanding Officer, USS KEY WEST (SSN 722). Honorary Members shall be non-voting members of MAC.
A Senior Active Civilian Member shall have all rights, privileges and obligations of the regular Civilian Member with the exception of attendance requirements; further, a Senior Active Civilian Member may not be an officer but may be a member of the Executive Board. Any Civilian Member who has been active and in good standing for a period of Ten (10) years may apply for Senior Active Civilian Membership Status. Senior Active Civilian Members shall not be included in the fifty (50) member cap for Civilian Membership. There is no cap on the number of Senior Active Civilian Members. Senior Active Civilian Members in good standing shall have all voting privileges. If a current Senior Active Member is or later becomes an elected official, he/she can retain MAC membership status.
Corporate Membership shall be limited to those upstanding organizations that desire to further MAC’s Objectives through a financial contribution to MAC. Membership consideration shall only be given to those organizations that are determined by the Executive Board to represent those ideals consistent with MAC’s Purpose. A Corporate Membership shall include two individual members of the sponsoring corporation’s choosing but those designees require approval by the MAC Executive Board. Those two individual members shall not have voting privileges. Annual renewal shall be required consistent with Civilian and Senior Active Membership renewal dates. Corporate members shall be invited to all regular meetings, have no attendance requirements, are encouraged to engage in all MAC events and shall be listed as Corporate Members on select MAC social media platforms as chosen by the Executive Board to include the MAC Website as a minimum. Fees (dues) shall be set annually by the Executive Board and may be tiered for different levels of recognition set by the Executive Board. Corporate Membership organizations shall also be given priority to contribute to special events at prevailing sponsorship rates such as Soldier Ride, Sigsbee Charter School Month of the Military Child, & MAC Patriots’ Golf Tournament, etc. and be recognized as a specific sponsor of that respective event. Civilian Members and Senior Active Members shall retain all their rights associated with those membership categories if also listed as (becoming) a corporate member.
Military and Honorary Members receive complimentary breakfasts. All Civilian, Position, Honorary, or Senior Active members who bring guests to the monthly breakfast meeting shall be required to pay the cost of the meal for their guests. The cost of the meal shall be determined and set by the Executive Board.
Section 2. Vacancies
When a vacancy occurs in the Civilian Membership, applicants must have a MAC sponsor, complete the membership applications and submit them to the Executive Assistant. Each application shall be thoroughly reviewed and signed by the member sponsoring the applicant or the application shall be deemed invalid. Careful consideration shall be given to ensure the sponsored applicant is capable and willing to be an active participant in executing MAC objectives. All applicants shall be reviewed by the Membership Committee. Upon approval by a majority vote in the affirmative of the Membership Committee, the applicant will be proposed to the Executive Board for further consideration. The Executive Board will review the applications for membership and further screen the applicants. All applicants shall undergo a vetting process prescribed by the Executive Board and must attend at least one meeting of the general membership prior to being vetted. The applicants approved by a majority vote in the affirmative of the Executive Board will be submitted to MAC to be voted upon by the membership to fill the vacancy. The meeting when the vote will take place will be noticed to all voting members by email at least forty-eight (48) hours in advance. The membership will be provided with the applications of the applicants via email for their review in advance of the vote. All voting will be by secret ballot unless a motion is passed for an alternative method of voting as provided in the parliamentary authority. A majority vote (as defined by MAC’s Parliamentary Authority) in the affirmative is required to become a MAC member.
Section 3. Attendance
All Civilian Members are expected to attend all meetings. Any Civilian Member who does not attend at least six (6) of the regular meetings, without a reasonable excuse given in advance of the meetings, will be considered to have resigned and will not be billed for dues the following year. The membership committee shall maintain all attendance records and propose any disenrollment to the Executive Board for final approval and notification. All Civilian Members are required to personally sign in on the attendance roster at all meetings or be considered absent.
Section 4. Dues
Only Civilian and Senior Active Members shall be required to pay annual dues. The Executive Board, with membership approval, shall set the amount of annual dues to be paid. However, members may be assessed in addition to the regular dues if it be the will of the majority of the membership. There may be additional fund-raising activities agreed upon by the Executive Board but participation by the membership will be voluntary. Dues are due 1 January of each year. If dues are not received by 28 February, the member shall be considered to have voluntarily resigned. Members who join after 31 January will pay dues that are prorated by month. Corporate Memberships are required to be renewed annually and are covered under ARTICLE III, Section 1 of these bylaws.
Section 5. Removal of Members
The Board of Directors may terminate or suspend the membership of any civilian member (including Civilian/Senior Active) for cause, including but not limited to material violation of the Bylaws or nonpayment of obligations (see section 4 above). Any action taken by a member that may bring significant discredit (reputation risk) as deemed by the Executive Board to MAC or disruptive behavior are non-exclusive examples to serve as cause for removal or suspension. A minimum of seven (7) days’ written notice shall be given to a member being considered for suspension or termination with a response time provided for in the notice not to exceed 14 days from the date of the original notice. Such Executive Board termination or suspension shall be after an affirmative vote consistent with the voting procedures in the Bylaws (quorum present with minimum two thirds majority). Where membership is terminated by the Board, consideration may be given for reimbursement of dues to the member paid prorated based upon number of whole months left in the fiscal year. The Board may terminate members of other classes of membership for similar cause with the option of review similar to those given to those civilian membership classes above in this paragraph.
ARTICLE IV OFFICERS
Section 1. Officers of this organization shall be a President, President-elect, Secretary and Treasurer
No member shall hold more than one (1) office at a time.
None of the Officers will receive any compensation for their activities in the MAC.
Section 2. Conflict of interest
None of the Officers of the MAC will have any conflict of interest with the MAC or its activities or will engage in self-dealing transactions in its capacity as a MAC officer.
Section 3. Nominating Procedures
At the Executive Board meeting in October, a Nominating Committee composed of three members shall be appointed by the Executive Board. The nominating committee shall not include the President or any member to be nominated for office. At the regular meeting in October, the Nominating Committee will be announced. The Nominating Committee
shall nominate a candidate for each office as applicable and report its nominations to the membership at the regular November meeting for discussion. The current President Elect shall automatically become the President and therefore does not need to be voted upon for President. Nominations for President Elect, Treasurer, and Secretary may also be received from the floor.
Section 4. Ballot Election/Voting, Term of Office, Removal from Office, Filling Vacancies Only Civilian and Senior Active Civilian members will have voting privileges. Election of officers shall be at the regular meeting in December. Voting shall be by voice vote unless a motion of another method is approved as provided in the Parliamentary Authority. Officers shall be elected to one-year terms beginning 1 January and ending 31 December or until their successors are elected. Any officer may be removed at the pleasure of the voting membership by a two thirds vote as provided in the Parliamentary Authority. Vacancies shall be filled by the Executive Board for the remainder of the term as provided in the Parliamentary Authority.
Section 5. Duties of Officers
The President shall preside at all regular meetings of the membership and the Executive Board and will be the primary representative of the MAC at all events. The President will finalize all meeting agendas and the minutes of the Executive Board meeting, including results of votes taken.
The President Elect, in the absence of the President, shall preside and do all such other duties as the President may assign to him/her. In addition, President-elect shall be responsible for the proper functioning of all committees. The President-elect automatically will become the next President.
The Treasurer shall be responsible for collecting dues, writing, and signing checks for expenditures, depositing funds, paying approved invoices, maintaining a current accounting ledger and notifying the Executive Board of any foreseen budgetary problems and shortfalls. The Treasurer will comply with IRS-related filing regulations. The Treasurer shall submit the required annual reports to: The Florida Department of State (Department of Corporations); Florida Department of Agriculture and Consumer Services for soliciting donations; and the US Department of Revenue for sales tax exemption. All reports will be properly filed prior to their deadlines. The Treasurer will comply with any and all other local, state, and federal filing requirements. The Treasurer will also provide any and all needed documents to the Audit Committee. The Treasurer shall be the primary officer to sign checks for transactional purposes. In addition, the President and President-elect are authorized to sign checks. If an Executive Board Member serves as an Assistant Treasurer (Treasurer in Training), that board member may also be authorized to sign checks if approved to do so by the Executive Board. Only one signature is required for any check except two signatures are required for an amount of $2,500 or more. Proper paperwork and signatures must be on file at MAC’s financial institution.
The Secretary shall record and distribute minutes of each regular membership meeting, including results of votes taken. The Secretary shall maintain appropriate records in an electronic repository for the purpose of transferring them to succeeding secretaries. The Secretary is also responsible for maintaining the activities calendar. Each month, several days before the regular MAC membership meeting, the secretary will provide the Executive Assistant the minutes of the previous meeting, an updated activities calendar, and the updated Financial Statement from the treasurer.
In addition to the above prescribed duties, each officer shall perform such other duties as needed or as applicable to the office as prescribed in the Parliamentary Authority adopted by the MAC.
Section 6. Dissolution
If MAC is dissolved, the process will be as prescribed by the parliamentary authority adopted. After all expenses have been paid by the Treasurer, all remaining funds will be dispersed to another 501(c)(3) entity. That entity will preferably be a local entity that supports the Military in Key West.
ARTICLE V MEETINGS
Section 1. Regular Meetings
Unless otherwise ordered by the Executive Board, regular meetings of the MAC will generally be held on the second Thursday of each month. Meetings will be called to order at approximately 7:30 AM and adjourned at approximately 8:30 AM and will include breakfast. Each member will receive an email notice as to the time and location of the meeting. This will include an agenda, minutes of the past meeting, an updated calendar, and an updated financial statement.
Section 2. Annual Meeting
The December meeting shall be known as the Annual Meeting and shall be for the purpose of electing officers, receiving reports of officers and committees, and for discussing any other business that may arise.
Section 3. Special Meetings
Special meetings may be called by the President, the Executive Board, or upon written request of seven (7) members of the MAC. The purpose of the meeting shall be stated in the call. Except in an emergency, at least three (3) days’ notice shall be given.
Section 4. Quorum
A majority (fifty percent plus one member) of the Executive Board shall constitute a quorum for Executive Board meetings. A majority (fifty percent plus one member) of the Civilian Membership shall constitute a quorum for regular meetings.
Article VI EXECUTIVE BOARD
Section 1. Board Composition, Term of Office
The Executive Board shall be composed of the four MAC officers (President, President-elect, Secretary and Treasurer), the immediate past President of the MAC, and six additional MAC members appointed by the current MAC President. All terms of office shall be for one calendar year.
Section 2. Board Duties and Powers
The Executive Board shall have general supervision of the MAC between business meetings, fix the hour and place of meetings, make recommendations to the membership and perform such duties as specified in these bylaws. The Executive Board shall be subject to orders of the MAC Civilian and Senior Active Civilian Membership.
Section 3. Executive Board Meetings
Executive Board shall have meetings prior to regular or special meetings when called by the President or upon the written request of three (3) members of the Executive Board.
Section 4. Executive Assistant
The Committee will contract for a part-time employee to help coordinate MAC meetings and activities as needed by the president, other officers, and Executive Board. This includes arranging the monthly regular meetings; managing the monthly military awards program; maintaining important records and documents of MAC and lists including membership; noticing meetings; sending agendas and other information to the membership; buying supplies and negotiating prices as needed, etc. All applications for membership will first be submitted to the Executive Assistant. The amount of compensation is set in advance annually and is a line item on the MAC annual budget.
ARTICLE VII COMMITTEES
The following committees are considered standing committees. Members of the committees shall be appointed by the MAC president as required. Of all the standing committees, only the Finance and Audit Committees are required. Each president may determine the other standing committees. In addition, the Executive Board can direct, and the president can appoint ad hoc committees as deemed necessary. The President will be an ex-officio member of each committee with the exception of the Nominating Committee. The President shall appoint a chair to each committee who will appoint a vice chair. The chair will control the activities of the committee. Each Civilian Member of the MAC is expected to serve on at least one committee. All the committees’ membership lists are maintained and updated by the Executive Assistant and may continue year after year.
Section 1. Finance Committee, Fiscal Year
The main goal of the Finance Committee is to prepare the annual budget in detail and submit it to the Executive Board in September and finally the Membership for approval at the November meeting. The President shall appoint a three-member (minimum) Finance Committee which will include the Treasurer. The Fiscal Year for MAC will coincide with the calendar year. All additions or changes to the budget once adopted by the membership must be approved by the Executive Board.
Section 2. Audit Committee
The main goals of the Audit Committee are to review all funds to ensure use for appropriate purposes, to ensure that all activities comply with current By-Laws, to audit the Treasurer’s accounts at the close of the fiscal year, and to report its findings at the following meetings of both the Executive Board and the Membership. The final audit report, after approval by the Executive Board, will be presented to the membership for approval. Once final approval has been obtained, MAC will implement its recommendations. The Audit Committee shall be composed of three (3) members (not to include the current president, president-elect, or treasurer) appointed by the President at the MAC’s November meeting.
Section 3. Membership CommitteeThe main goal of the Membership Committee is to strive to maintain a full roster of active Civilian Members at all times and work to transition those Civilian Members who qualify and seek it, the chance to become Senior Active Members. This committee will develop and maintain a list of applicants for future membership consideration when openings occur. This committee will ensure an accurate attendance record of meetings is taken at the meetings and recommend to dis-enroll inactive Civilian Members as provided in these bylaws. This committee will develop and conduct a vetting process with the Executive Board for each new member. This committee will maintain at the discretion of the President, a list of elected officials, military commanders, etc. who will be recognized at each regular MAC meeting. This list will be presented to the president prior to each meeting. The committee shall work closely with the Treasurer in order to notify members who have not paid their dues by February 1 of each year that they will be dropped from membership per Article III Section 4 of these bylaws. A report will be submitted each month to the President-elect to be discussed at the Executive Board Meeting. This committee shall also maintain a list of military members ensuring the list is updated quarterly. Efforts should be made to have military members notify the committee when military members are being replaced. This committee is also responsible for tracking attendance/participation of Positional Members and making recommendations to the Executive Board for replacement when warranted.
Section 4. Activity/Social Committee
The main goal of this committee is, at the beginning of each calendar year, to work with the Secretary to prepare a complete calendar of events and dates the MAC will participate in throughout the year. This list of events will be presented continually to the membership by the Secretary to ensure participation. The committee shall be responsible for real time updates of activities throughout the year and give these updates to the Secretary to update the calendar. A committee member should be assigned to each major event on the calendar and have responsibility for its success. This committee will work with the Public Affairs/Marketing Committee to ensure the MAC gets the needed media attention. A report will be submitted each month to the President-elect to be discussed at the Executive Board Meeting.
Section 5. Public Affairs/Marketing Committee
The main goal of this committee is to maximize exposure to the community of important military related events. At the beginning of each year, the committee will update and maintain a current media list and develop a media plan. The plan will include press releases with photos, radio interviews, social media development and maintenance, etc. The committee will organize for photographs to be taken at each meeting and event and regularly submit to local media and post on social media. This committee will also designate a Historian to compile MAC events in a historical file for future reference. A report will be submitted each month to the President-elect to be discussed at the Executive Board Meeting.
Section 6. Fundraising Committee
The main goal of this committee will be to determine in advance those events that are not line items on the annual budget that the MAC will support that year. Once the events are identified, the committee will set timelines, monetary goals, procedures, etc. and work to secure the funds. The Chairman of the committee and the MAC President will present the contribution to the recipient. When a one-time fund-raising event becomes an annual occurrence, the committee will determine if it should be considered to become a line item on future budgets. A report will be submitted each month to the President-elect to be discussed at the Executive Board Meeting.
Section 7. Government Affairs Committee
The main goal of this committee is to raise the awareness of the military value of the commands operating in Key West and the Florida Keys to government officials at all levels. The committee will work to organize briefs and tours to all national, state, and local government leaders when visiting the local area. This committee will promote outreach by special invitation for these government leaders to be briefed by the MAC. The committee will work to organize the presence of these leaders when visiting in Key West or by special invitation to attend special MAC meetings and coordinate meetings with all the appropriate military command leadership during the visit. Once a meeting has been set, the committee will create and coordinate a schedule that will offer optimal use of the allocated time. Critical issues will be addressed with these government officials for possible aid and resolution. A report will be submitted each month to the President Elect to be discussed at the Executive Board Meeting.
Section 8. Soldier Ride Committee
The main goal of this committee is to conduct a successful Soldier Ride each January as part of the Wounded Warrior Project and set new community participation records over past years. The committee will make a detailed plan including event dates, budgets, committee meetings and all aspects of the several days event. Past plans will be used as a guide to set new goals. This committee requires close coordination with the national Wounded Warrior Project Soldier Ride, county/city government, the military and various other organizations. A report will be submitted each month to the President-elect to be discussed at the Executive Board Meeting.
Section 9. Sigsbee Charter School Committee
The main goal of this committee is to meet with school officials at the start of each year and make a plan of assistance based upon the needs of the school and MAC’s resources. Priorities will be set, and the plan executed. A report will be submitted each month to the President-elect to be discussed at the Executive Board Meeting.
Section 10. USS KEY WEST Support Committee
The main goal of this committee is to maintain contact and show support of its namesake vessel, the USS KEY WEST. The committee shall endeavor to show that Key West is a proud supporter of its namesake vessel. The committee shall strive to maintain communications with USS KEY WEST and keep her apprised of events of her namesake city. This committee will periodically collect Key West memorabilia and send to the boat. A report will be submitted each month to the President-elect to be discussed at the Executive Board Meeting.
Section 11. Nominating Committee
See Article IV Officers, Section 3 Nominating Procedures.
ARTICLE VIII PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern the MAC in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the MAC may adopt.
ARTICLE IX AMENDMENT OF BYLAWS
These bylaws may be amended at any business meeting by a two-thirds vote of the Civilian Membership, provided that previous notice has been given to the membership. This notice may be made at the previous meeting orally or by written notice.
Passed and adopted by the members of the Key West Military Affairs Committee, Inc.
Ron Demes
President, Key West Military Affairs Committee, Inc.
Date: October 30, 2023