ARTICLE 1 - General
ARTICLE 2 - Purpose
ARTICLE 3 - Objectives
ARTICLE 4 - Membership
ARTICLE 5 - Board of Directors
ARTICLE 6 - Officers
ARTICLE 7 - Meetings
ARTICLE 8 - Parliamentary Procedures
ARTICLE 9 - Committees
ARTICLE 10 - Finances
ARTICLE 11 - Indemnification
ARTICLE 12 - Amendments to Bylaws
ARTICLE 13 - Dissolution
The name of this corporation shall be the Businesses of Reconnaissance Brothers Foundation, Incorporated as a 501(c)(3) non-profit corporation under the laws of the States of Florida, and hereinafter referred to as the “Corporation”.
The principal office of the Corporation is 7995 Valley Dr, Keystone Heights, Florida 32656, in the county of Clay.
The Board of Directors (BOD) may change the location of the principal office. Any such change of location must be noted by the Adjutant in the By-laws; alternatively, this section may be amended to state the new location. The BOD may at any time establish branch or subordinate offices at any place or places where this Corporation is qualified to conduct its activities.
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The Corporation is organized exclusively for the purpose specified in Section 501(c)(3) of the Internal Revenue Code.
The Corporation shall have and exercise all powers conferred by the General Non-profit Corporation Laws of Florida, as such laws are now in effect or may at any time hereafter be amended, and for other lawful purposes.
To develop, foster and perpetuate the ideas, camaraderie, and professional standards of current and former members of the Special Operation Community (SOC) and their antecedent and successor units of the Regular and Reserve establishments of the United States Marine Corps.
To promote the history and current importance of the field of military SOC to include our rich heritage of the past to those who serve today.
To promote fellowship and Esprit De Corps among our members.
To solicit, bequest, devise or otherwise; to sell and convert, collect, receive, acquire, hold, and invest, money and property both real and personal, received by gift, into cash; and to use funds of the Corporation and the proceeds, income, rents, issues, and proceeds derived from the property of this Corporation for the primary purposes for which this Corporation is formed.
The foregoing objectives shall, except where otherwise expressed, be in no way limited or restricted by any references to or inferences from the terms or provisions of any other clause but shall be regarded as an independent objective. Notwithstanding any of the above objectives, this Corporation shall not engage in activities that in themselves are not in the furtherance of the primary purpose of this Corporation and nothing contained in the foregoing objectives shall be constructed to authorize this Corporation to carry any activity for the profit of its members.
Membership in the Corporation shall have four classes of members. Regular, Associate, In Memoriam, and Honorary. Membership shall be open to all people interested in furthering the purposes of the Corporation, who apply for members, as provided in these By-laws. The membership criteria for a 501(c)(3) veteran's organization must be met.
Regular Membership includes all officers and enlisted members of the Armed Forces of the United States of America who are now serving, or who have served, with any SOC, Regular or Reserve. Only Regular Members shall have voting rights and serve as officers or on the BOD of the Corporation.
Associate Membership includes civilians and veterans of the United States Armed Forces and Allies who do not meet the “Regular Membership” requirements as stipulated above, but who did make a significant contribution to the development of, or advancement to, operational procedures or techniques inherent in SOC units or to the Corporation. Associate Membership does not have voting rights and may not serve as officers or on the BOD of the Corporation.
Members of the Corporation in good standing who pass away shall be transferred to the “In Memoriam List”.
Those distinguished military or civilian who have benefited SOC or the Corporation by the performance of some outstanding service, or significant donation, and who have exemplified the attainment of the highest goals of the Corporation are eligible for Honorary Membership. A candidate for Honorary Membership can be nominated by any Regular Member, for approval by the BOD. Honorary Members shall not pay any admission fees or dues and shall not have a vote or be eligible to hold office in the Corporation but shall have all other rights of membership.
The Disciplinary Committee cited in Section 9.7 of these By-laws may recommend disciplinary action against any member in accordance with Florida Law and Roberts Rules of Order.
All membership dues will be $10.00 annually. Membership dues will go towards scholarships and Assistance Funds for membership.
The Corporation shall maintain an Executive Board of Directors consisting of five Regular Members. The Adjutant, Executive Director and Communications Chief are ex-officio, non-voting members of the Executive Board of Directors. The affairs of the Corporation shall be managed by its Executive Board of Directors in accordance with the Florida Laws, the Articles of Incorporation, and these By-Laws. The powers and authority of the EBOD are limited only as may be specifically stated and reserved elsewhere in these By-laws. The EBOD shall be the final authority as to the interpretation of the By-laws, or any part thereof, which may be in conflict or have an unclear or doubtful meaning.
All Directors shall serve on the EBOD without compensation. Notwithstanding this section, for services rendered beyond the normal duties of the Director, the Board may consider compensating that Director in accordance with Section 5.5. Notwithstanding this section and Section 5.5, the Executive Director may be paid a fee for service as determined and approved by the EBOD.
Elections shall be held every two years during the Annual Meeting. The Regular Members present at the Annual Meeting shall vote to elect those Officers' positions slated for election as formally presented by the Nominations Committee according to these By-Laws. All candidates must be Regular Members “in good standing” at the time of nomination and election. A “member in good standing” is defined as a member who has paid current all dues and any other financial obligations to the Corporation, is not currently under any disciplinary sanctions or penalties of the Corporation and has not been convicted of any felonies or crimes or moral turpitude.
The term of office for all Officers is two calendar years or until their successors are elected and qualified. In the event of a Board vacancy, the President may appoint any Regular Member in good standing to fill the vacant position. Such appointment shall expire at the next Annual Meeting where the seat shall be filled through the regular nominations process according to these By-laws and the original term of the seat shall resume or expire accordingly.
Not more than 49 percent of the people serving on the Board of Directors at any time may be Interested Persons. An interested person is.
A. Any person compensated by the Corporation for a services rendered to it within the previous 12 months, whether as a fulltime or part-time employee, independent contractor, or otherwise.
B. Any member, employee, or officer of any corporation, or partner or employee of any partnership, which has rendered compensated services to the Corporation within the previous 12 months; and
C. Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, mother-in-law, or father-in-law of any person described in (a) or (b) of these By-Laws. A Officer has a duty to disclose whether he is an Interested Person to the Board prior to any action taken by the Corporation. Any violation of the provisions of this paragraph shall not, however, affect the validity or enforceability of any transaction entered by the Corporation.
The EBOD may vote to remove the Director in accordance with the nonprofit corporation laws of Florida. Section 5-7 SPECIAL CIRCUMSTANCES THE REMOVAL AND APPOINTMENT OF DIRECTORS
A. IAW Title XXXVI chapter 617, 617.0842 of the Florida Corporation Code. A Director shall be removed from the Board by a majority vote of the Board of Directors for missing two Board Meetings in one year unless that Member has been excused by the Director or other Board Member charged with scheduling and conducting Board Meetings. Such excusal must be documented in writing by e-mail or other electronic means. A replacement for the removed Board Member may be appointed by a majority vote of the Board. That replacement shall serve until the election held at the next Annual Membership Meeting. All the above actions must be documented in Board Meeting Minutes.
B. A Board Member on active duty who is deployed overseas for less than one year may be temporarily replaced by a majority vote of the Board by a Regular Member in good standing during the length of the Board Member’s deployment. Once the deployed Director returns from deployment, he will resume his position on the Board. All the actions taken by the Board on this matter must be documented in Board Meeting Minutes.
C. A Board Member on active duty who is deployed overseas for more than one year or receives PCS orders that will not allow for his continued service as an Officer may be removed from the BOD and be replaced by a Regular Member in good standing by a majority vote of the EBOD. All such actions shall be documented in EBOD Meeting Minutes.
The EBOD shall maintain Five (5) Officer positions titled President, Vice President, 2nd Vice President, Judge Advocate and Chaplin. These Officers shall comprise the EBOD. The Executive Director, Adjutant and the Communications Chief shall be ex-officio members of the EBOD and shall not have a vote. No Officer shall hold more than one elected position at any one time, including the positions of Adjutant and Communications Chief.
Officer positions shall be nominated by any Regular Member during the Annual Meeting or at any Special Meeting of the Regular Members. All Officers must be willing to commit to performing the full duties and responsibilities of the position held.
A. The term of each Officer shall be two years until their successors are elected and qualified. If the Officer's term exceeds his or her term as Director, then the Officer's term shall expire when his or her term expires as Director.
B. Vacancies in any office shall be filled by an appointment made by the Director with the approval of the BOD. Such appointment shall expire at the next annual meeting or until the next election occurs.
Primary duties for each Officer are defined as follows:
A. President: The President shall be the head of the Foundation, with full power to enforce the provisions of the Bylaws, the will of the Convention and EBOD. The President shall serve as an ex-officio member without the right to vote on all committees. The President shall perform such other duties as are usually incident to the office.
B. Vice President: The Vice President shall act as representatives of the President in all matters referred to them by them President and, on the President request, preside over sessions of the or the EBOD. Vice President. The Vice President shall be primarily responsible for the membership of the organization and shall coordinate all Membership duties with the EBOD. The Vice President shall also:
1. Correlate the convention mandates on membership between the States and EBOD.
2. Review and re-evaluate current membership programs and report recommendations to the President, the EBOD, and the National Convention.
3. Endeavor to create and present new membership incentives to the President and the EBOD.
4. Be informed as to the membership strength of all states. The Vice President shall be responsible for seeing that this information is circulated monthly to EBOD; and
5. Perform such other duties in connection with membership as the Director shall direct.
C. The 2nd Vice President: The 2nd Vice President shall be primary responsible for the programs of the organization shall coordinate all events. The 2nd Vice President shall also:
1. Review and re-evaluate the existing programs and report recommendations to the President, the EBOD, and the National Convention.
2. Coordinate all programs between National and State levels.
3. Be responsible for studying and recommending new programs to the President and the EBOD for consideration.
4. Be indoctrinated on all programs instituted by the organization and its subordinates, especially those involving contract with the public.
5. Perform such other duties in connection with the foundation as the President shall direct.
D. Chaplain: The Chaplain shall perform such Religious and nonsectarian services as may be necessary, adhering to the appropriate ceremonial rituals, and discharge of other duties incident to the office. The Chaplin shall head the Scholarship and Assistance Funds Committee.
E. Judge Advocate. The Judge Advocate shall advise the officers and the BOD on the construction and interpretation of the By-laws and shall perform such other duties as are incident to the office. The Judge Advocate shall serve as ex-officio. member without any voting rights for all committees.
F. Executive Officer: The Executive Officer shall be charged with the administration and execution of the Bylaws, the policies, and mandates of the National Convention and EBOD and shall supervise the activities of all States. Issue such directives as may be necessary to such States, act for the President during the President absence. Perform such other duties as are usually incident to the office. The Executive Officer shall serve as the secretary of the EBOD. The Executive Officer shall serve at the pleasure of the President and the EBOD. The Executive Officer shall be the Personnel Officer for all employees at National Headquarters.
G. Finance Officer. The Finance Officer shall be custodian of the funds of Foundation. All checks disbursing the funds of the Foundation shall be signed by two or more persons as designated by the EBOD and the Finance Officer shall make reports on the condition of the Foundation when called for by the President or EBOD. The EBOD shall provide a surety bond for said position. The Finance Officer shall perform such other duties as are usually incident to the office.
H. Programs Director: The programs director shall be responsible for the administration and coordination of programs, projects and campaigns of the Foundation for developing ideas for local programs suitable for state projects; and for the dissemination of information regarding such projects to States. The programs director shall serve at the pleasure of the President and EBOD.
I. Provost Marshal: Provost Marshal shall maintain order at Conventions, meetings and such other ceremonies/functions as directed by the President.
J. Inspector General: The Inspector General shall be the investigating officer of the organization. By direction of the President or the EBOD, the Inspector General shall make any necessary investigations pertaining to grievances, disciplinary cases, fraud or dishonesty within the organization and charges of conduct unbecoming an member and shall be empowered to have access to all records, financial and otherwise, of all Officers or members when necessary for the discharge of the Inspector General duties. In making such investigations, the Inspector General shall report to the President who shall, in turn, review the findings with the Judge Advocate and, if warranted, report to the EBOD. The Inspector General shall serve at the pleasure of the President and the EBOD.
The Corporation shall hold an annual meeting including all Regular Members prior to September 30th each calendar year at a time, place and date designated by the President and Executive Director or such other time as may be approved by a majority of the EBOD. Regular Members must be given at least sixty (60) days' written notice of the time, place, and date of the Annual Meeting. At the Annual Meeting, the Regular Members present, and attending will vote on the slate of candidates for the new Board of Directors as well as any proposed amendments to these Bylaws that require a vote of the Regular Members. Per, Title XXXVI Chapter 617, 617.0701 of Florida, any other matters intended for action by the Regular Members will be addressed in an amended annual meeting notice no later than twenty (20) days prior to the meeting.
The Annual Reunion shall occur during the same time as the Annual Meeting. The Annual Reunion is an annual gathering of all members for a period to socialize and conduct official business of the Foundation.
A. The EBOD will meet during the Annual Reunion on a date(s) and time(s) designated by the President and EBOD.
B. EBOD Meetings, other than the one held during the Annual Membership Reunion/Meeting, shall be scheduled by the President, Vice President, Secretary, or two other Board Members on a periodic basis for the conduct of official Foundation business. Meetings may be held upon 48 hours' notice but are normally scheduled with at least seven days’ notice by phone or other electronic transmission (e.g., e-mail).
C. Actions without a meeting may be taken IAW Title XXXVI, Chapter 617, 607.0701 of Florida. Such actions required or permitted to be taken by the EBOD may be taken if all the Officers individually or collectively consent in writing to that action and the number of Officers available constitutes a quorum. The written consents shall be filed with the EBOD minutes. The action by written consent shall have the same force and effect as a unanimous vote of the Officers.
Special Meetings of the Regular Members, EBOD may be called at the request of:
A. The President
B. The EBOD
C. Other Officers or persons as are provided for in the articles of Incorporation or the By-laws.
D. The members of at least 5% of the voting power of the Foundation when one or more written demands for the meeting, which describe the purpose for which the meeting is to be held, are signed, dated and delivered to EBOD.
A quorum for the Annual Meeting shall consist of the Regular Members present. A quorum for the EBOD shall consist of a simple majority, including the President or Vice President.
The rules contained in the most recently published edition of Robert's Rules of Order shall govern this Corporation in all meetings and cases to which they are applicable and in which they are not inconsistent with these Bylaws, any special rules of order the Corporation may adopt, and any statutes applicable to this Corporation.
Unless stipulated otherwise, the President shall nominate and the EBOD shall vote to appoint the following committee chairs and members, as needed. All such committees shall consist of at least three members in good standing. Committees may conduct meetings electronically in accordance with the nonprofit corporation laws of Florida.
The Vice President shall chair the Nominations Committee and shall select a minimum of two members in good standing to serve on this committee. Each year, the Nomination Committee shall present to the Regular Members a slate of candidates for the annual election of the Board of Directors. The Nominations Committee shall conduct the process of elections and determine eligibility for office and validity of votes.
The Audit Committee shall be responsible for the auditing of the financial records of the Treasurer at any time the EBOD shall deem advisable and at least at the conclusion of every even-numbered fiscal year. No member of the EBOD may so serve.
The Budget Committee shall be chaired by the Treasurer and shall be composed of members of the Foundation. The Budget Committee shall be responsible for the drafting of the annual operating budget. Such a budget shall be presented to the EBOD at least fifteen (15) days prior to consideration and must be approved by the EBOD no later than September 30th of each calendar year.
The Scholarship and Assistance Funds Committee (SAFC) shall be responsible for the oversight of the Scholarship & Assistance Funds per Section 10.5 of these Bylaws. The chair of this committee shall be Chaplin. The administration of the Scholarship and Assistance Funds, to include the awarding of funds, and the establishment of the criteria and frequency for awards, shall be set by the chair of the SAFC with the approval of the EBOD.
The Disciplinary Committee will convene as needed and shall be responsible for conducting any investigation and/or hearings involving alleged misconduct on the part of any member of the Foundation, including EBOD. The Disciplinary Committee will report its findings and recommendations to the EBOD for approval and implementation. A written record of all hearings, proceedings, findings, and actions shall be maintained by the Judge Advocate and the Foundation.
The fiscal year of this Corporation shall be from October1 through September 30.
All officers and staff handling funds shall be bonded in such amount as set by the EBOD; the expense of such bond shall be borne by the Foundation.
At each Annual Meeting, the EBOD will report to the attending Regular Members the major expenditures for the current fiscal year and present the proposed budget for the following fiscal year.
A. The report provided to Regular Members for the current fiscal will include a list of expenditures of $2,000 or more up to the date of the meeting and those proposed for the remainder of the fiscal year. Each such expenditure will include a brief explanation of why it was approved.
B. A copy of the proposed budget for the following fiscal year will be provided to the Regular Members with the expenditures of $2000 or more highlighted or identified in some other manner so that the Members can see what they are. Accompanying the budget will be a chart (including but not limited to a pie chart) showing the major expenses (including but not limited to operating, legal, administrative, meeting, etc.)
Biannually, or, at the EBOD, more frequent audits of the funds of the Foundation and the Scholarship & Assistance Funds shall be conducted to review the financial system's procedures and internal controls, and to present appropriate comments and recommendations after the review. An annual audit shall be conducted if the annual combined funds of both the Foundation and the Scholarship and Assistance Funds exceed $250,000. At the Board's discretion and when applicable under Florida law, such audits will be conducted by an accounting firm that is independent of the Foundation. No member of the EBOD will participate in this audit process.
The Foundation shall establish and maintain a Scholarship Fund and an Assistance Fund. The administration of these funds, the award of funds, and the establishment of the frequency and criteria for awards shall be set by the chair of the SAFC with the approval of the EBOD. Donations received shall be designated by the donor or the donor's authorized representative to either the Scholarship Fund or the Assistance Fund or both. The Assistance Fund shall not be used to provide military equipment.
The Corporation must carry appropriate indemnity insurance to cover the liability stated in Section 11.2.
Every President, Officer, or employee of the Corporation shall be indemnified by the Corporation, in a manner that is consistent with Florida law, against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any proceeding to which they have been made a party, or in which they may become involved by reason of their being or having been a President, officer, or employee at the time such expenses were incurred, except in such cases wherein they were adjudged guilty of willful misfeasance or gross negligence in the performance of the duties of the office. Provided, however, that in the event of a settlement the EBOD approves such a settlement as being in the best interests of the Foundation. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such President, officer, or employee may be entitled.
These Bylaws may be amended by a two-thirds vote of the Regular Members at the Annual Meeting or by any Special Meeting of the Foundation, provided that the proposed amendment has been submitted in writing to the Secretary and transmitted to each Director and/or Regular Member at least fifteen (15) days prior to the consideration of the amendment.
Any proposed amendment to the Bylaws must be submitted in writing by any Regular Members in good standing. Upon the consideration of any proposed amendment to these Bylaws at any meeting, amendments thereto on the same subject matter may be offered, voted on and accepted at the same meeting without any prior notice.
Regular members may adopt, amend or repeal bylaws unless doing so would:
A. Materially and adversely affect the rights, privileges, preferences, restrictions, or conditions of that class as to voting, dissolution, redemption, or transfer in a manner different than such action affects another class.
B. Materially and adversely affect such class as to voting, dissolution, redemption, or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class.
C. Decrease the number of memberships authorized for such a class.
D. Increase the number of memberships authorized for another class.
E. Effect an exchange, reclassification or cancellation of all or part of the memberships of such class.
F. Authorize a new class of memberships.
The Foundation shall use its funds only to accomplish the objectives and purposes specified in these Bylaws and no part of such funds shall be incurred, or distributed, to the members of the Corporation. Upon dissolution of the Corporation, any funds remaining shall be distributed to one or more regularly organized and qualified charitable organizations to be selected by the EBOD in accordance with Section 501(c)(19) of the Internal Revenue Code. Certification I certify that the foregoing is a true and correct copy of the bylaws of the above-named Corporation, duly adopted on 7/1/2023
