ByLaws and Constitution - Fifth Marine Division Association

PREAMBLE

We, former members of the 5th Marine Division and attached units, of the Fleet Marine Force, U.S. Marine Corps, have established a permanent organization in order that we may be of greater service to our Country and to one another, to promote the interests and welfare of former members of the Division, and in order to perpetuate the name, glory, and spirit of the 5^th Marine Division.

(Source: The 5^th Marine Division Association program of the First Annual Convention held in Philadelphia August 5-6, 1949.)

ARTICLE I: NAME AND MISSION

SECTION 1. The name of the organization shall be the 5th Marine Division Association (hereafter referred to in these Bylaws as the “Association”). The Association shall also be referred to as the “Fifth Marine Division Association” and the “FMDA”. This name is wholly-owned by the Association and shall not be permitted to be used by other organizations for any purpose.

SECTION 2. The Association is a non-profit 501(c)(3) organization registered in the State of Florida. The Association shall be operated in general conformance with the Principles and Practice Guidelines of the Florida Association of Nonprofit Organizations. The Association shall operate as an all-volunteer group with no stipends or salaries paid to any officer, Director or Appointed Position (each as defined in Article III below), with the exception that a financial professional may be compensated for tax or other services rendered, upon the approval of the Board.

SECTION 3. The mission of the Association is to unite the 5th Marine Division’s WWII and Vietnam War veterans, their family members, and supporters in an exclusive fraternity of honor to perpetuate the spirit of valor, sacrifice, and duty exemplified by those who served in the epic battles of Iwo Jima and Vietnam, and to advance the professional, literary, and historical role of the USMC in defending the United States of America.

SECTION 4. This mission shall be accomplished by the following social, patriotic, and educational activities.

Perpetuating the memory of deceased veterans and comforting their survivors,
Assisting needy and disabled veterans, and widows and orphans of deceased veterans,
Visiting sick and/or hospitalized veterans,
Organizing, supporting and participating in activities honoring veterans,
Conducting educational programs,
Sponsoring annual reunions for the Association’s members, and
Supporting approved non-profit entities such as but not limited to the Camp Tarawa Virtual Museum, the Young Marines and the Semper Fi Fund.

ARTICLE II: MEMBERSHIP

SECTION 1. MEMBERSHIP TYPE AND DUES

Life or Annual – Members in Categories A, B, C and D, as defined in Section 2 below may choose to join the Association with remittance of a higher one-time due’s payment (Life Members). Life Members shall not be required to pay further dues. Categories E and F as defined below are always awarded as Life Memberships. The alternative is for a person wishing to join the Association to pay set lower dues each year (Annual Member). Annual memberships expire 31 December and are renewable with an annual payment due 1 January. Rates shall be established by the Board and shall be published in the Spearhead News.

SECTION 2. CATEGORIES OF MEMBERSHIP. There are six (6) categories of membership.

Iwo Vet Membership. Any person who, during WWII, has honorably served in the 5th Marine Division, one of the Division’s attached units, or in any other military component of the Battle of Iwo Jima (IM).
Vietnam Vet Membership. Any person who, during the Vietnam War, has honorably served in an activated Regiment of the 5th Marine Division or in any attached unit (VM).
Legacy Membership. Any person related to an Iwo Jima or Vietnam veteran, either living, deceased after the war, or KIA (Killed in Action). This includes husbands and wives, sons and daughters, grandchildren, brothers and sisters, aunts and uncles, nieces and nephews, cousins, and others (LM).
Associate Membership. Any interested person who embraces the Association’s purpose as stated, whether a veteran from any branch of United States Military Service, or a civilian, is eligible for Associate Membership. This includes historians and writers (AM).
Honorary Membership. Any civilian, veteran, or active military member who has established a history of selfless service and support of veterans’ activities and organizations and community service, or has brought positive attention to the 5^th Marine Division’s history may be nominated for honorary membership by the Board. Honorary membership is granted as lifetime (HM).
Memorial Membership. The spouse of a deceased member in Categories A, B and C, as defined above, who was at the time of his or her death a Life Member of the Association shall be designated a Memorial Member (MM).

SECTION 3. MEMBERS IN GOOD STANDING

Any member of the Association who is in good standing (membership dues are current and rights as a member have not been suspended) shall have voting privileges and shall be eligible to be nominated, elected, or appointed to serve as an officer or a Director in the Association.
Any member who fails to pay his/her dues shall be notified, and if dues remain unpaid into the next calendar year, the member may be dropped from the active member rolls.
Membership dues shall be established by the Board and approved by the membership at the annual Business Meeting.

SECTION 4. PERSONS EXCLUDED FROM MEMBERSHIP

No person shall be eligible for membership in this Association who has lost or renounced his citizenship in the United States of America, unless such citizenship has been restored. Proof of the restoration shall be submitted to the Association upon application for membership or renewal of membership.
No person shall be eligible for membership in the Association who is a member of any group or organization which advocates or advocated the overthrow of the government of the United States of America by force or violence.
The Board may expel a member from the Association for just cause, such as engagement in a criminal act.

ARTICLE III: ORGANIZATION

SECTION 1. ELECTION OF OFFICERS

The Association shall conduct an annual reunion of its members and a General Business Meeting. At each annual General Business Meeting, the President, Vice-President and Directors shall be elected by a majority vote of (i) those members present and (ii) the written proxy votes (any form) of any other members in good standing delivered prior to or presented at the reunion. Such officers shall serve in accordance with SECTION 4. TERMS OF ELECTED OFFICERS AND DIRECTORS. Any vacancies that occur during the business year may be filled by appointment of the President and the approval of a majority vote of the Board.

SECTION 2. DUTIES OF THE ELECTED OFFICERS AND DIRECTORS

President. The President shall maintain general supervision of the policies and programs of the Association. Subject to the authority of the Board, the President shall be responsible for the general and active management of the business of the Association. The President shall make recommendations to the Board for the consideration and approval of all Appointed Positions. The President may call for Board meetings as needed and shall preside at all meetings of the Association.
Vice President. The Vice President shall assist the President in carrying out his/her duties as requested. The Vice President shall take over the duties of the President if he/she is absent or unable to continue in that capacity. The Vice President shall also record minutes at each Board Meetings and distribute copies to each Board member.
Directors. The Association shall have seven (7) Directors. If a Director resigns or is unable to perform his or her duties, the President, upon approval of the Board, shall appoint a replacement. All Association powers will be exercised by or under the authority of the Board. The business and affairs of the Association will be managed under the direction of the Board.

SECTION 3. EXECUTIVE BOARD

The Association shall be governed by an Executive Board (herein referred to in these Bylaws as the “Board”) consisting of the President, Vice President, and its Directors (7). All decisions made by the Board shall require a majority vote unless otherwise stated.
Members of the Board shall acquire a working knowledge of the Association’s Constitution and Bylaws. The Board shall review and keep current with the treasury and financial status of the Association.
The Board shall have the following powers:
To authorize the employment of personnel as recommended by the President for distinct services to be performed for the Association, and approve compensation for these tasks. No ongoing stipend or salary will be authorized.
To suspend or revoke the membership of a member for just cause.
To issue decisions interpreting the Association’s Constitution and Bylaws.
To appoint members per the recommendation of the President to serve in Appointed Positions or committees, and to add officer positions or committees as needed.
Control of the Association’s Database, which shall be maintained by the Database Manager, and shall be and perpetually remain the property of the Association.

SECTION 4. TERMS OF ELECTED OFFICERS AND DIRECTORS

President and Vice-President. The terms of the President and Vice-President shall continue until re-elected or replaced at the next succeeding General Business Meeting.
The terms of Directors shall be five years. At each succeeding General Business Meeting, a Director(s) who has served his five-year term may be re-nominated to begin a new five-year term.

SECTION 5. APPOINTED POSITIONS

The following appointed positions (each, an “Appointed Position”) as recommended by the President shall be reviewed and if approved then appointed by the Board, and shall serve on a year-to-year basis until 1) voluntary resignation or 2) relieved by a majority vote of the Board:

Secretary
Treasurer
Database Manager
Sergeant-at-Arms
Parliamentarian
Chaplain
Legal Counsel
History Manager
Membership Recruiting Manager
Fund Raising Manager
Spearhead News Editor
Website Developer-Manager
Association Photographer
War Souvenirs Return Manager

SECTION 6. DUTIES OF THE APPOINTED POSITIONS

Secretary. The Secretary shall record minutes at the annual General Business Meetings, and shall read those minutes at the next reunion’s General Business Meeting if a motion to read is carried. He/she shall also perform other duties as may be assigned, from time to time, by the President or the Board.
Treasurer. The Treasurer shall have general supervision of the Association’s finances and shall keep a full and accurate account of receipts and disbursements in the Association’s bank account. The funds in this account are referred to as the General Fund. The Treasurer shall render to the Association’s Board an account of all transactions and of the financial condition of the Association at Board meetings and annual General Business Meetings. The Treasurer shall prepare a financial statement and distribute copies to membership at the annual General Business Meetings. The Treasurer shall also provide additional information or reports to the Board if requested.
Database Manager. The Database Manager shall maintain and keep current a database of the Association’s members so as to show the names of each member, members’ current mailing address, telephone number, email address, type and category of membership, whether the member’s dues are current and any other information that would be pertinent.
Sergeant-at-Arms. The Sergeant-at-Arms shall maintain order within the Association by ensuring that the Bylaws and traditions are respected by each member.
The Parliamentarian. Shall rule on proper parliamentary procedures generally guided by the latest edition of Robert’s Rules of Order to ensure meetings are conducted in an orderly manner.
Chaplain. The Chaplain shall serve as a source of spiritual support and offer prayers at the annual reunion Business Meeting, Memorial Service and Banquet.
Legal Counsel. The Legal Counsel shall provide clarity on any legal issues, as needed, and act in the Association’s behalf if needed.
History Manager. The History Manager shall research and answer Fifth Marine Division inquiries that have been submitted by the public or by Association members.
Membership Recruiting Manager. The Membership Recruiting Manager (MRM) shall seek to increase membership from appropriate sources. The MRM shall also oversee the compliance of membership dues payments, and shall issue initial correspondence, follow-up communication and ultimately notification of being dropped from the active member rolls in accordance with Article II, Section 3, Paragraph B.
Fund-Raising Manager. The Fund-Raising Manager shall seek to increase revenues by finding new funding for the Association.
Spearhead News. The Spearhead News Editor shall be responsible for publishing a twice- a-year newsletter. The Winter edition shall be distributed to the membership and shall include copies of the minutes of the previous General Business Meeting and also the previous year’s financial statement. Information on the current year’s upcoming reunion and applications to attend shall be printed in the Summer edition, as well as an application to join the Association shall be distributed to the membership. The Spearhead News shall be distributed electronically to active members of the Association who have provided email addresses. Printed copies shall be sent to those active members who cannot be reached via email or who have specifically requested a printed copy.
Website Developer-Manager. The Website Developer-Manager shall be responsible for developing and maintaining the Association’s website, posting news of members and the Association, and for making entries on social media programs.
Association Photographer. The Association Photographer shall be responsible for documenting reunions and meetings and submitting these to the Spearhead News Editor and to the Website Developer-Manager.
The War Souvenirs Return Manager. The War Souvenirs Return Manager shall coordinate in locating the bereaved Japanese families in able to return war souvenirs that are returned to FMDA by members.

SECTION 7. STANDING COMMITTEES

Committee Powers. Committees of the Association shall be standing or special. The Board or the President may refer to the proper Committee any matter affecting the Association or any operations needing study and recommendation to the Board. The Board may establish such special committees or standing committees in addition to those specified in this Section 7 as it deems appropriate with such duties and responsibilities as it shall designate, except that no Committee has the power to do any of the things a Committee is prohibited from doing under the Nonprofit Corporation Law of the State of Florida. All Committees shall act by majority vote, unless otherwise prescribed by the Board.
Limitations. Except in cases where these Bylaws or the Board has by written resolution provided otherwise, the function of any Committee is as an advisory group to the Board. No Member of any Committee, without the prior written consent of the Board, has the authority to purchase, collect funds, open bank accounts, implement policy or bind or obligate the Association or Board in any way or by any means. All such powers are expressly reserved to the Board and the Officers of the Association.
Revocation of Delegated Authority. The Board may, at any time, revoke or modify any or all of the authority that the Board has delegated to a Committee, increase or decrease (but not below two) the number of members of a Committee, and fill vacancies in a Committee from members of the Association as recommended by the President and approved by the Board.
Committee Membership. The President, shall appoint the members of such Committees in consideration of recommendations by the various appropriate Appointed Position Managers. The Chairperson of each Committee must be an Appointed Position of the Association. The President and Vice President shall be an ex-officio Member of every Committee. Every Committee shall consist of at least two (2) persons, exclusive of the President and the Vice President. Committee members shall be appointed for one-year terms.
Committees. In addition to other Committees the Board may establish from time to time, the Association may have the following committees. Additionally, the President may recommend to the Board the appointment of special committees for other purposes as he feels necessary.
Database Committee. The Database Committee shall be chaired by the Database Manager. It shall be the duty of this Committee to assist in the research and acquisition of member information, included changes of address, final musters and contact data for the maintenance of the Association’s Database.
History Committee. The History Committee shall be chaired by the History Manager. It shall be the duty of this Committee to assist in the research and acquisition of historical information pertaining to World War 2 and Vietnam 5^th Marine Division Marines and military units.
Membership Committee. The Membership Committee shall be chaired by the Membership Recruiting Manager. It shall be the duty of this Committee to organize, execute and supervise an active membership-recruiting program within the Association.
Fund-Raising Committee. The Fund-Raising Committee shall be chaired by the Fund-Raising Manager. It shall be the duty of this Committee to assist in developing an ongoing strategy to attract donations and charitable gifting to the FMDA for the purpose of accomplishing the mission of the Association as stated in Article I, Section 4 of these Bylaws and for the general operation needs of the Association.
Spearhead News Committee. The Spearhead News Committee shall be chaired by the Spearhead News It shall be the duty of this Committee to assist in the acquisition of information for articles for the Spearhead News pertaining to noteworthy current events, 5^th Marine Division history and forthcoming events such as the annual reunion. Duties shall also include assisting in the writing and production of the Spearhead News.
Website Development Committee. The Website Development Committee shall be chaired by the Website Developer-Manager. It shall be the duty of this Committee to assist in all areas of development of a contemporary, fund- generating and user-friendly website for the Association.
Abolishment of Committees. At the recommendation of the President, the Board may elect to abolish any committee at any time without amendment to these Bylaws.

SECTION 8. GENERAL FUND ACCESS

It is critical to the operation of the Association to maintain an accurate account of receipts and disbursements in the Association’s bank account. All Officers, Directors and Appointed Positions using money from the General Fund shall be required to complete for every transaction basic expenditure information on an Expense Report Form (ERF) including receipts in such form as may be prescribed from time to time by the Treasurer and submit on a monthly basis said ERF to the Treasurer.

ARTICLE IV: MEETINGS

SECTION 1. BOARD MEETING

A Board Meeting shall be held the day prior to the General Business Meeting at the annual reunion. Additional Board Meetings may be convened in person or via email if required to conduct Association business. Telephone or email vote will be offered for any member of the Board who wishes to participate, but is unable to attend the meeting in person. Minutes of the Board Meeting shall be recorded by the Vice President. Documentation of any subsequent Board Meetings or conferences shall be recorded.
Notice of Board Meetings. Notice of all regular and special meetings of the Board shall be given to each member by the President either personally, by telephone, postal service, or email. Notice shall be given at least thirty (30) days in advance of the meeting, and each member shall notify the President if he/she will be in attendance, or is unable to attend and requests a telephone or email vote. Any member of the Board may also have another member vote for him/her by submitting a written proxy to the Vice President prior to the meeting.
Quorum. A majority of the Board members present (in person, via telephone conference, or proxy) shall constitute a quorum for the transaction of business.
Action. Action shall be taken by majority vote of those present (in person, via telephone or email communication, or proxy) at a Board Meeting. Action may also be taken without a meeting if the action so taken is signed by a majority of the members of the Board and filed with the Vice President. No member of the Board shall bind the Association to any agreement without the prior majority approval of the Board prior to execution of the agreement.
Resignation. Any member of the Board may resign from his/her position by delivering a written resignation to the President, with a copy submitted to the Vice President. Such resignation shall be accepted upon receipt.

SECTION 2. GENERAL BUSINESS MEETING

The Association shall hold its General Business Meeting at an annual reunion in such place and time as determined by the membership. Ample time shall be provided to conduct Association business. Any member of the Association, in good standing, when recognized by the President, shall have the right to speak on any subject and all issues brought to the meeting for consideration. Any voting shall be based on majority vote of (i) those members present and (ii) the written proxy vote (any form) of any other member in good standing delivered prior to or presented at the meeting. Minutes of the General Business Meeting shall be recorded by the Secretary.
The following items of business shall be on the agenda at the General Business Meeting to be held in conjunction with the annual reunion:
Secretary’s Report. The Secretary shall provide copies of the minutes of the previous annual General Business Meeting, and these minutes shall be read unless a motion carries to accept the minutes as previously printed in the Spearhead News. The minutes will be approved by a majority voice vote of those active members in attendance.
Treasurer’s Report. The Treasurer shall provide a detailed Financial Statement accounting for all Association assets and liabilities. The Financial Statement shall be approved by a majority vote of all those active members in attendance.
Reports. The Membership Recruiting Manager and Fund-Raising Committee Manager shall present summaries of progress. The Database Manager shall report on the current number of active members by category. Any other reports can also be made at this time if an officer or position appointee wishes to bring a subject to the membership’s attention or is called to do so.
Old Business. Any business carried over from the last meeting shall be discussed and voted upon, if a motion is made to do so.
New Business. Any item of interest to a member in attendance shall be presented, discussed and voted upon, if a motion is made to do so.
Standing Fundraising “Matt the Marine.” Matt’s caretaker shall report on his activities since the last reunion, and donations to the General Fund will be collected to support Matt’s activities.
Election of Officers & Directors. Nominations shall be accepted from the floor for President and Vice President. Furthermore, the names of Directors whose terms have been completed in accordance with ARTICLE III, SECTION 4. TERMS shall be put forward for re-nomination or replacement. Nominations shall be accepted from the floor for Director(s) replacement.

If there is only one (1) nominee for an office, that person may be unanimously elected to that position. If there is more than one (1) nominee for an office, the election shall be conducted by a ballot vote by members, as generally guided by Robert’s Rules of Order. The decision by the Parliamentarian with respect to any question regarding the conduct of a ballot vote will be final.

ARTICLE V: FINANCIAL RECORDS AND ACCOUNTS

SECTION 1. The revenue of the Association shall consist of, and be derived from, annual dues to be paid by each active member of the Association who is not a lifetime member, and from such other sources as may be approved by the Board.

SECTION 2. The Treasurer shall be the custodian of all Association funds, and shall be responsible for the receipt, deposit, disbursement and accountability of such funds. He/she shall cause accounting records to be maintained for the time the IRS requires of 501(c)(3) organizations.

SECTION 3. All receipts shall be deposited in the bank intact; all disbursements shall be made by bank check; receipts from any source and disbursements for any purpose shall be properly supported by detailed documentary evidence such as remittance data, copies of checks, receipted bills or commercial invoices.

SECTION 4. Disbursements from the General Fund shall be made by the Treasurer as authorized by the Board, including but not limited to, the necessary advance of cash for annual reunions.

SECTION 5. The accounts and records of the Association funds shall be reviewed periodically by an independent entity when requested by the Board. Reports of such independent entity shall be submitted to the Board.

ARTICLE VI: RESTRICTION ON ACTIVITIES

SECTION 1. The Association shall be prohibited from carrying on any activities not permitted by (a) an Association exempt from Federal Income Tax under Section 501(c)(3) of the Internal Revenue Code, and (b) an Association to which contributions/donations are deductible under Section 170 of the Internal Revenue Code.

SECTION 2. No part of the net earnings of the Association shall inure to the benefit of, or be distributable to, its Directors, Officers, or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for distinct services and to make distributions in furtherance of the purposes set forth in the Association’s Mission Statement as set forth in Article I, Section 3.

SECTION 3. No substantial part of the activities of the Association shall be to carry on propaganda, or otherwise attempt to influence legislation or to intervene on behalf of any political candidate or party.

ARTICLE VII: PROCEDURES

SECTION 1. AMENDMENTS

Amendments to or changes in these Bylaws shall only be effective when (i) first approved by the Board at a duly-noticed meeting, (ii) delivered to all active Members for review no less than thirty (30) days prior to the Association’s next annual General Business Meeting, and (iii) approved by two-thirds (2/3) of the Members (either present or by proxy) at the General Business Meeting. Any amendments shall be effective upon approval.

SECTION 2. DEACTIVATION

The Association may be deactivated upon the recommendation of the Board and a favorable vote by two-thirds (2/3) majority of active members (either present or by proxy) taken at the annual General Business Meeting. Upon dissolution of the Association, after all the liabilities are satisfied, the Association shall distribute any of its remaining assets to an entity which qualifies as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code, whose express purpose is:

To leave a lasting monument to the men of the Fifth Marine Division who fought and died on Iwo Jima, and in Vietnam; to acquire the documents, books, pictures, artifacts, memorabilia, and veteran stories about the 5th Marine Division and to make these collections available for educational purposes; to publicize and encourage research on the value of the Fifth Marine Division (an organization such as the Camp Tarawa Virtual Museum); or
To assist wounded or disabled veterans of any war through an organization that has a stellar record of donation disbursement (an organization such as the Semper Fi Fund).

ARTICLE VIII: CONFLICT OF INTEREST POLICY

SECTION 1. PURPOSE

The purpose of the conflict of interest policy is to protect this Association’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.

SECTION 2. DEFINITIONS

Interested Person. Any director, principal officer, or member of a committee with Board delegated powers, who has a direct or indirect Financial Interest, as defined below, is an “Interested Person”.

Financial Interest. A person has a “Financial Interest” if the person has, directly or indirectly, through business, investment, or family:

An ownership or investment interest in any entity with which the Association has a transaction or arrangement,
A compensation arrangement with the Association or with any entity or individual with which the Association has a transaction or arrangement, or
A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Association is negotiating a transaction or arrangement.

Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.

A Financial Interest is not necessarily a conflict of interest. Under Section 3.B, a person who has a Financial Interest may have a conflict of interest only if the Board decides that a conflict of interest exists.

SECTION 3. PROCEDURES

Duty to Disclose. In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the Financial Interest and be given the opportunity to disclose all material facts to the directors and members of committees with Board delegated powers considering the proposed transaction or arrangement.
Determining Whether a Conflict of Interest Exists. After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, he/she shall exit the Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining Board members shall decide if a conflict of interest exists.
Procedures for Addressing the Conflict of Interest.
An Interested Person may make a presentation at the Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
The chairperson of the Board shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
After exercising due diligence, the Board shall determine whether the Association can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the Board shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
Violations of the Conflicts of Interest Policy.

If the Board has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.

If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Board determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.

SECTION 4. RECORDS OF PROCEEDINGS

The minutes of the Board and all committees with board delegated powers shall contain:

The names of the persons who disclosed or otherwise were found to have a Financial Interest in connection with an actual or possible conflict of interest, the nature of the Financial Interest, any action taken to determine whether a conflict of interest was present, and the Board’s ‘s decision as to whether a conflict of interest in fact existed.
The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.

SECTION 5. COMPENSATION

A voting member of the Board who receives compensation, directly or indirectly, from the Association for distinct services is precluded from voting on matters pertaining to that member’s compensation.
A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation for distinct services, directly or indirectly, from the Association is precluded from voting on matters pertaining to that member’s compensation.
No voting member of the Board or any committee whose jurisdiction includes compensation matters and who receives compensation for distinct services, directly or indirectly, from the Association, either individually or collectively, is prohibited from providing information to any committee regarding compensation.

SECTION 6. ANNUAL STATEMENTS

Each director, principal officer and member of a committee with Board delegated powers shall annually sign a statement, substantially in the form of Exhibit A attached hereto, which affirms such person:

Has received a copy of the conflicts of interest policy,
Has read and understands the policy,
Has agreed to comply with the policy, and
Understands the Association is charitable and, in order to maintain its federal tax exemption, the Association must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

SECTION 7. PERIODIC REVIEWS

To ensure the Association operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted annually. The periodic reviews shall, at a minimum, include the following subjects:

Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
Whether partnerships, joint ventures, and arrangements with management organizations conform to the Association’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in private inurement, impermissible private benefit or in an excess benefit transaction.

SECTION 8. USE OF OUTSIDE EXPERTS

When conducting the periodic reviews as provided for in SECTION 7, the Association may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the Board of its responsibility for ensuring periodic reviews are conducted.

This revision of the 5th Marine Division Association Bylaws is established by a vote of no less than two-thirds (2/3) of the members present in person or by proxy at the General Business Meeting of the annual Association in Dallas, Texas and effective ____________, 2021.

These Bylaws shall be considered as an amendment of the Association’s 1999 Constitution and shall supersede any conflicting or inconsistent provisions thereof, and shall further supersede and replace all prior versions of the Association’s Bylaws or other governing documents.

Exhibit A

ANNUAL CERTIFICATION OF COMPLIANCE WITH CONFLICT OF INTEREST POLICY

Pursuant to Section 496.4055(2), Florida Statutes, the Fifth Marine Division Association has adopted a policy regarding conflict of interest transactions. All directors and officers of the Fifth Marine Division Association hereby certify compliance with the adopted policy and, further, that such person:

has received a copy of the conflicts of interest policy,
has read and understands the policy,
has agreed to comply with the policy, and
understands the Association is charitable and, in order to maintain its federal tax exemption, the Association must engage primarily in activities which accomplish one or more of its tax-exempt purposes.