MCCIA Staff & Bylaws

BYLAWS of the Marine Corps Counterintelligence Association

ARTICLE I: Name

Section 1. The name of this corporation shall be the Marine Corps Counterintelligence Association Inc., hereinafter referred to as the Association.

ARTICLE II: Purpose

Section 1. The purposes of the Association shall be: (a) To foster fraternal relations among retired, active, and former members of the uniformed services who have served with Marine Corps Counterintelligence organizations. (b) To provide useful services for members and their dependents and survivors. (c) To serve the community and the nation.

ARTICLE III: Status

Section 1. The Association shall be a nonprofit corporation, operated exclusively for the purposes specified in Article II above.

Section 2. Officers, directors, and appointed officials shall not receive any stated compensation for their services, but the Board of Directors may authorize reimbursement of expenses incurred in the performance of their duties.

Section 3. The Association shall use its funds only to accomplish the purposes specified in Article II above, and no part of said funds shall incur or be distributed to members.

Section 4. In the event of dissolution of the Association, and after the discharge of all its liabilities, the remaining assets shall be given to a nonprofit organization whose purposes and  objectives are similar to those of the Association. Such organization to be designated by a majority vote of the Board of Directors.

ARTICLE IV: Membership

^{note 3} Section 1.  Regular and charter membership shall be open to Marines currently serving, or having formerly honorably served, in the active or reserve components of the United States Marine Corps; who have been awarded a counterintelligence Military Occupational Specialty by competent authority in accordance with Marine Corps directives in effect at the time of their service, and have honorably served as a Counterintelligence Marine.

Section 2. Any eligible person may apply for membership. Applications shall be in writing, on forms provided by the Association for that purpose, and signed by the applicant. The Board of Directors shall have final authority in determining membership.

(a) Charter membership is composed of members whose application and first year's dues were received by 31 December 1989.

(b) Auxiliary members are widows and widowers of any deceased member, who upon application will be exempt from dues and have no voting privileges, however, will enjoy the benefits of regular membership in the Association. ^{note 2}This includes the surviving spouse of a Marine deceased prior to establishment of the association, providing the Marine satisfied membership requirements had the association existed at the time. note 4

Section 3. The Board of Directors may grant honorary membership to certain individuals in recognition of their demonstrated services to the nation, the Marine Corps Counterintelligence community, or the Association. ^{note 4/note 5}

(a) Honorary Membership: ^{note 5} An individual currently or previously eligible for regular or auxiliary membership is not eligible for honorary membership unless the individual currently holds an elective or appointive office at the national, state, or local level, in which case he may be granted honorary membership during his tenure of office. note 4 The Board of Directors may also grant honorary membership to certain foreign individuals. Honorary membership shall not convey any voting rights and shall not entail any requirement for the payment of dues.

(b) Lifetime Membership: Any individual, having honorably served as a counterintelligence Marine and having been wounded, and is permanently disabled as a result of hostile action in support of military or anti-terrorism actions, operations or campaigns is eligible for lifetime membership.  Subject to the approval of the Board of Directors, lifetime membership may be granted and conferred upon (1) verbal request, with or without written application, by the prospective member, or (2) on the recommendation of a Charter or Regular member.  Such membership conveys voting rights and full membership privileges for life, but shall not entail any requirement for the payment of dues. ^{note 5}

Section 4. Regular, Charter, or Auxiliary members may submit recommendations for honorary or lifetime membership in writing to the Board of Directors. The Board of Directors shall be empowered to accept or reject any application or recommendation for honorary or lifetime membership.

Section 5. The Board of Directors may drop any member from its rolls for good and sufficient cause by a two-thirds vote.

Section 6. That the honor student of each MAGTF Counterintelligence Course (Basic or Advanced) will be granted membership in the Association for one year, dues free, in recognition of his or her accomplishment. A certificate and appropriate plaque is to be presented at the graduation ceremony. ^{note 1}

ARTICLE V: Voting

Section 1. Except as otherwise provided in these bylaws, all questions coming before the membership shall be decided by a majority vote.

Section 2. Only regular and charter members in good standing, shall be entitled to vote.

Section 3. Proxy voting shall not be permitted at any meeting of the Association.

^{note 4} Section 4. Elective officers shall be determined by a general election of regular and charter members in good standing. The annual election date shall be set to coincide with the Annual Meeting. Eligible members may cast their vote for officers by:

(a) Casting a ballot at the Annual Meeting.

(b) Submitting an approved MCCIA Absentee Ballot at least ten days prior to the Annual Meeting.

^{note 6} Section 5. All eligible voting members may vote on future meeting sites.  The vote shall be in accordance with the procedures set forth for voting for elective officers in Article V, Section 4.

^{note 6} Section 6. Items of business may be voted upon by eligible voting members actually present at a meeting in accordance with the following procedures:  Following discussion on the item, the Board of Directors will vote to determine if the item should be referred to the entire voting membership for a decision. If a majority of the Board votes against referring the issue to the entire voting membership, then a second (confirmation) vote of members present (excluding members of the Board) is required. If a majority of eligible voting members present also vote against referring the issue to the entire voting membership, then the item will be immediately decided by a vote of eligible voting members present at the meeting. Should either a majority of the Board or a majority of eligible voting members present determine that the item should be referred to the entire voting membership for decision no voting on the item may take place at the meeting. Instead, a written discussion of the item, along with a voting ballot will be mailed to each voting member at his last recorded address. The Board of Directors may in addition to the mail-in ballot, authorize alternative methods of voting, such as electronic or in-person voting. The Board of Directors shall establish an appropriate deadline for submission of all votes. Following the deadline, the Board shall cease to accept further voting, eliminate invalid votes and count all valid votes. A simple majority of total valid votes shall decide the issue.

ARTICLE VI: Dues

^{note 6} Section 1.Changes to annual dues shall be proposed by the Board of Directors and voted upon by the entire membership.    The vote shall be in accordance with the procedures set forth for voting for elective officers in Article V, Section 4.

Section 2. The annual dues for a calendar year shall become due on 1 January of that year.

Section 3. Any member who fails to pay his dues shall forfeit all rights and privileges of membership.

Section 4. Any member who has been dropped for nonpayment of dues may be reinstated upon re-application for membership and payment for the annual dues for the current year.

ARTICLE VII: Meetings

Section 1. There shall be an annual meeting of the Association for the receipt of annual reports, the determination of annual dues for the next calendar year, the election of the Board of Directors and the transaction of other business. ^{note 4}Notice of the meeting shall be mailed to each member at his last recorded address.

Section 2. The Chairman or a majority of the Board of Directors may call special meetings of the Association. Notice of any special meeting shall be mailed to each member at his last recorded address with information as to the subject or subjects to be considered.

Section 3. Two percent of the entire membership possessing voting rights shall constitute a quorum at any meeting of the Association. 

ARTICLE VIII: Board of Directors

Section 1. The Board of Directors shall be composed of the elective officers (Chairman, Vice- Chairman, Secretary-Treasurer) ^{note 3}, and the immediate Past Chairman.

Section 2. The Board of Directors shall have supervision, control, and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its purposes, and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as may be deemed advisable and may, in the execution of the powers granted' appoint such agents as it may consider necessary.

Section 3. The Board of Directors shall be authorized to adopt resolutions or to establish positions in the name of the Association.

Section 4. The Board shall meet upon call of the Chairman at such times and places as he may designate and shall be called to meet upon demand of a majority of its members. Notice of each meeting of the Board of Directors shall be mailed to each member of the Board at his last recorded address.

Section 5. A majority of the entire Board shall constitute a quorum at any meeting of the Board.

Section 6. All questions coming before the Board shall be decided by a majority vote, with each member of the Board actually present being entitled to one vote. Proxy voting shall not be permitted.

ARTICLE IX: Officers

Section 1. The elective officers shall be Chairman, Vice-Chairman, and Secretary-Treasurer. Each of who shall be a regular or charter member of the Association. ^{note 1}

Section 2. The elective officers shall be elected annually by the general membership at the annual meeting. Each elective officer shall take office following his election and shall serve for a term of one year or until his successor is duly elected and installed.

Section 3. No member shall serve more than two consecutive one-year terms as Chairman.

Section 4. A vacancy in the office of the Chairman shall be filled automatically by the Vice-Chairman. A vacancy in the office of the Vice-Chairman or other offices shall be filled as the Board of Directors may decide.

Section 5. The Chairman shall be the Chief Executive Officer of the Association; shall preside at meetings of the Association and of the Board of Directors; and shall be a member ex-officio, with the right to vote, of all committees except the nominating committee. He shall also, at the annual meeting and at such other times as he may deem proper, communicate to the Association or to the Board of Directors information or proposals, which in his opinion would help in achieving the purposes of the Association. Further, he shall perform such other duties as are necessarily incident to the office of the Chairman.

Section 6. In the event of the Chairman's temporary disability or absence, the Vice-Chairman shall perform the duties of the Chairman. In the event of the temporary disability or absence of both the Chairman and the Vice-Chairman, the Secretary-Treasurer shall perform the duties of the Chairman. The Vice-Chairman shall perform such other duties as the Chairman may assign.

Section 7. The Secretary-Treasurer shall provide timely written notification of all meetings of the Association and Board of Directors, and shall maintain a record of all proceedings. He shall maintain the membership records and shall collect the members' annual dues. He shall prepare such correspondence as may be required and shall maintain the Association's correspondence files. He shall safeguard all important records and documents and valuable equipment belonging to the Association. Further, he shall perform such other duties as are commensurate with his office or as may be assigned to him by the Board of Directors or the Chairman. ^{note 1}

Section 8. The Secretary-Treasurer shall maintain a record of all sums received and expended by the Association and shall make such disbursements as are authorized by the Association or the Board of Directors. He shall deposit all sums received in a financial institution approved by the Board of Directors, and funds may be drawn there from only upon the signature of the Secretary-Treasurer or the Chairman. He shall make a financial report at the annual meeting or when called upon by the Chairman. The funds, books, and vouchers in his hands shall at all times be subject to inspection and verification by the Chairman or any member of the Board of Directors. ^{note 1}

ARTICLE X: Committees

Section 1. The Chairman, subject to the approval of the Board of Directors, shall annually appoint such standing and special committees as may be required by the bylaws or as he may find advisable.

^{notes 4 & 6} Section 2. At least 120 days before the annual meeting, the Board of Directors shall appoint a nominating committee of three regular members not currently holding elective or appointive office, to nominate candidates for the elective offices. The committee shall notify the Secretary-Treasurer, in writing, 60 days before the annual meeting, of its proposed slate of elective officers and directors for the next calendar year, and the Secretary-Treasurer shall mail a copy thereof, along with an absentee ballot, to each regular member at his recorded address at least 30 days before the annual meeting.

ARTICLE XI: Amendments

^{note 6} Section 1. These bylaws may be amended, repealed, or altered, in whole or in part, in accordance with the following procedures: A copy of any proposed change, along with a voting ballot must be mailed to each voting member at his last recorded address at least 30 days before the voting deadline. The Board of Directors may in addition to the mail-in ballot, authorize alternative methods of voting, such as electronic or in-person voting. The Board of Directors shall establish an appropriate deadline for submission of all votes. Following the deadline, the Board of Directors shall cease to accept further voting, eliminate invalid votes and count the valid votes. If two-thirds of total valid votes support the proposed change, the change is approved and shall be incorporated into the bylaws, with the date of change annotated on the bylaws. If less than two-thirds of the valid votes are for the proposed change, the change is not passed and the bylaws remain unaffected.

ARTICLE XII: Flags

Section 1. The American and U.S. Marine Corps flags shall be displayed and honored at all meetings of the Association.

Notes:

1. Change approved at 1992 meeting at Fort Worth, TX
2. Change approved at 1995 meeting at New Bern, NC
3. Change approved at 1998 meeting at Virginia Beach, VA
4. Change approved at 2001 meeting at Washington D.C.
5. Change approved at 2007 meeting at Honolulu, HI
6.  Change approved at 2010 meeting at San Diego, CA