ARTICLE IV -- ORGANIZATION AND MEMBERSHIP

Section A. Organization

1. CAL-MOAA shall be organized as described in these bylaws, to provide maximum efficiency and flexibility for (1) maintaining effective communications between the Council, Areas, and Chapters, (2) for conducting meetings of the representatives of the Affiliated Chapters, and (3) for coordinating statewide pursuit of CAL-MOAA’s legislative and related objectives.

2. Neither the Executive Committee nor the officers of CAL-MOAA shall participate in the internal organization or affairs of an Affiliated Chapter, unless requested to do so by the Chapter concerned.

Section B. CAL-MOAA Council of Chapter Presidents

1. The CAL-MOAA Council of Chapter Presidents, herein referred to as “the Council”, is the ultimate CAL-MOAA authority.

2. The Council shall consist of the President of each Affiliated Chapter or, in the President’s absence, a representative designated by that president in writing.

3. The Council shall meet at least once each year not later than the last day of November, with this meeting designated as the Annual Meeting of the Corporation. At each Annual Meeting, the Council shall review for approval or modification the actions of the President and the Executive Committee since the last meeting of the Council.

4. In the odd-numbered years, CAL-MOAA officers shall be elected at the fall meeting.

5. The Council shall also meet upon call of the CAL-MOAA President, a majority of the voting.

Members of the Executive Committee, or a majority of the Affiliated Chapters. At such meetings, the Council shall review or modify the significant actions of the President and Executive Committee since the Council’s last meeting.

Section C. CAL-MOAA Executive Committee

1. The Executive Committee shall consist of the President, Vice President and State Directors, who shall be voting Members. The Immediate Past President, CAL-MOAA Secretary, Treasurer; Committee Chairs for: Legislative Affairs, Budget and Finance, Credentials and the Parliamentarian shall serve as non-voting Members of the Executive Committee.

2. The Executive Committee shall act for the Council between Council meetings and carry out the programs of the Council and the duties delegated by these Bylaws. It shall have the powers of a Corporate Board of Directors subject to review or modification by the Council.

3. There shall be a minimum of two meetings of the Executive Committee during each calendar year, at times scheduled by the President. Notice of the meetings shall be provided to each Member of the Committee, denoting the time and place of the meeting, at least thirty days in advance of the scheduled date. One meeting, to be scheduled not later than the last day of November each year, shall be designated as the Annual Meeting at which the budget for the following year will be approved by the Executive Committee and distributed to the Council.

4. The President shall cause to be published to the Affiliated Chapters in a timely manner, the minutes of each meeting of the Executive Committee, including a Treasurer’s report and budget summary. At meetings of the Council, he shall review the significant actions of the Committee. The Secretary shall retain files of the corporate minutes.

Section D. CAL-MOAA Areas

1. Area subdivisions of the Council exist to provide a convenient forum for meetings of the Affiliated Chapters between Council meetings, for communicating significant actions of the Executive Committee, and to prepare state Directors for subsequent Executive Committee meetings. Each Affiliated Chapter shall be included in one of these Areas with their respective desires as to placement in a specific area taken into consideration.

2. The Council delegates authority to the Executive Committee to approve the adding of a chapter to, or dropping one from, an Area, or a transfer of a chapter between Areas. Any such actions require a two-thirds vote of the Executive Committee.

3. The addition of Areas shall require a two-thirds vote of the Council. An ad-hoc committee appointed by the President will prepare a feasibility report. The report will be referred for Council vote by the Executive Committee with or without recommendation.

4. The Affiliated Chapter representatives of each Area shall meet at least once a year, at the Annual Meeting of CAL-MOAA.

5. Recommendations from Affiliated Chapters at an Area Meeting for action by the Executive Committee or Council shall be forwarded to the other Areas in accordance with ARTICLE XI.

6. Areas shall operate under the Bylaws and Standing Rules of CAL-MOAA.

Section E. Chapter Affiliation

A MOAA affiliate organization located in California shall become an Affiliated Chapter of the Council upon application to the Executive Committee accompanied by a copy of the charter from MOAA. Approval shall require two-thirds vote of the Executive Committee.

Section F. Affiliated Chapter Revocation and Reinstatement

1. The affiliation with CAL-MOAA of any Affiliated Chapter shall be revoked by action of the Executive Committee with notice to the chapter, for any one of the following causes:

a. If the Affiliated Chapter’s affiliation with MOAA becomes invalid,

b. If the Affiliated Chapter’s payment of annual dues or any assessment to CAL-MOAA is more than six months overdue,

c. If the Affiliated Chapter elects to withdraw from affiliation with CAL-MOAA.

2. Revocation of chapter affiliation for cause

a. The Council delegates to the Executive Committee, the authority to hear the charge, and to bring the statement of charge(s) to the chapter in writing, delivered by certified mail to the president and secretary. b. A chapter receiving notice may respond requesting a hearing before the Executive Committee or any reply in writing within 90 days of receiving hearing notice.

c. A hearing before the Executive Committee will be held at the next scheduled meeting after being requested either by a personal appearance, a written response, or a lack of response.

d. A vote by a two-thirds majority of the Executive Committee is necessary to refer a recommendation to revoke, to the Council by mail. A two-thirds vote of the Affiliated Chapters is required to sustain the final action.

e. Such final action will be reported to the Board of MOAA by transmittal from the president of CAL-MOAA.

3. Reinstatement of a chapter whose affiliation has been revoked shall be accomplished in the manner prescribed for Chapter Affiliation, Section E above, plus the payment of dues for the current fiscal year. Approval of reinstatement shall be by two-thirds vote of the Executive Committee.

ARTICLE V -- NOMINATIONS, ELECTIONS AND APPOINTMENTS

Section A. Elected CAL-MOAA Officers

1. The elected officers of CAL-MOAA shall be the President and Vice President elected by the Council, in accordance with Section C below. Other officers of the Council include the State Directors elected by their respective Areas.

2. Each Area will elect one State Director from one of the Area’s Chapters.

3. All officers shall be Members in good standing of Affiliated Chapters and Regular Members of MOAA. The President, Vice President, and State Directors shall each be elected for a two-year term, and shall be eligible to serve no more than two consecutive terms.

4. All elected CAL-MOAA officers, to include State Directors, may be removed for cause by a two- thirds vote of the Council or, that body not being in session, by a two-thirds vote of the Executive Committee, after written charges have been served on the officer concerned, and the officer concerned has had a response considered by the body that will vote in the case, or the officer charged has not responded within thirty days.

5. The duties of the officers are described in Article VII and in the Standing Rules.

Section B. Nominations

1. The Nominating Committee for the positions of CAL-MOAA President and Vice President shall consist of five Members, including the Chair and shall be appointed by the President. The Nominating Committee for the Areas shall be appointed by the State Director and shall consist of three Members, including the Chair. In no case shall Members of the nominating committee be from the same chapter.

2. The Nominating Committees shall be appointed not later than March of the year in which the officers are to be elected. The Committees shall actively seek recommendations from all Affiliated Chapters concerned and recommend not more than two persons as the nominees for each elective position. Not less than sixty days prior to the scheduled date of the meeting, at which the officers are to be elected, the Committees shall submit the names and brief biographies of the nominees to the Affiliated Chapters who will vote. Additional nominations may be made from the floor prior to the election, provided a brief biography and statement of willingness to serve are made available to all of the Affiliated Chapter Presidents or the Designated Representatives not less than 24 hours before the scheduled election.

Section C. Elections

1. The Council at the CAL-MOAA Annual Meeting held during odd-numbered years shall elect the CAL-MOAA President and Vice President.

2. State Directors shall be elected in time to appear at the designated annual meeting of the Area at the Council of Presidents meeting in the even-number years.

3. Elected officers shall be installed and assume office immediately during the Annual Meeting in odd- numbered years or at Area meetings at which they have been elected.

Section D. Appointments

1. The President shall appoint officers, staff, and committee chairs to serve the Council subject to the approval of the Executive Committee. Of these, the Secretary, Treasurer, and Chairs of the Legislative, Budget and Finance, and Credentials Committees shall serve as non-voting Members of the Executive Committee. The Secretary, Treasurer, and Chairs of the Standing Committees may be selected from within or without the elected officers. Appointees shall serve at the pleasure of the Appointing Authority.

2. The President may appoint a Judge Advocate to advise him and the Executive Committee on legal matters affecting CAL-MOAA. The Staff Judge Advocate shall serve as an ex-officio non-voting Member of the Executive Committee and, when a Bylaws Committee is appointed by the President, as a Member of that Committee. No Member of the Executive Committee shall serve concurrently as Judge Advocate.

Section E. Vacancies

1. The Vice President shall fill a vacancy in the office of the CAL-MOAA President. A vacancy in the office of State director shall be filled by the President appointing an Acting State Director from one of the Chapters in the affected Area.

2. A vacancy in the office of the CAL-MOAA Vice President, including the situation in which the Vice President has succeeded to the Office of President, shall be filled by appointment by the President and confirmed by the Executive Committee. A vacancy in the office of State Director shall be filled by the chapters of the affected Area as soon as possible. Paragraph 1 will apply until the Chapters involved have elected a State Director.

ARTICLE VI -- VOTING

Section A. Quorum

The quorum required to conduct CAL-MOAA Council business, except for amendments to these Bylaws, (see ARTICLE IX) shall be accredited representation of 25 percent of the Affiliated Chapters; to conduct Executive Committee business a majority of the voting Members; and to conduct business of other committees a majority of voting Members.

Section B. Voting Eligibility

CAL-MOAA voting shall be structured to provide rapid response from a wide representation by the use of voice voting or division of assembly for all Members of MOAA present when issues which are not critical, not closely contested, or do not require a roll-call vote or secret ballot are under consideration. Voting shall be conducted as follows:

1. At Meetings of the Council:

a. By all Affiliated Chapter Presidents or the Representative of each and by all voting Members of the Executive Committee present, each of who may cast one vote, except in roll call or secret ballot voting.

b. For roll-call or secret ballot voting, by the Affiliated Chapter Presidents or the Representative of each only, each of whom may cast as many votes as has been certified for him by the Credentials Committee, which is the number of MOAA Members in his Affiliated Chapter as of the last day of the previous year for whom the current annual CAL-MOAA assessment has been paid to CAL-MOAA by the Affiliated Chapter; and

c. By the presiding officer to break a tie in a vote, division of assembly, or roll call vote. Tie votes on secret ballots shall require another secret ballot, prior to which the presiding officer may permit limited debate on the issue at hand. Any Affiliated Chapter President or Representative or Executive Committee Member shall have the privilege of calling for a roll-call vote or division of assembly on the same subject has just taken place, provided he makes the call promptly.

2. At Meetings of the Executive Committee:

By the Vice President and State Directors, each of whom shall have one vote. The presiding officer shall vote only to break a tie vote provided the tie does not result from a secret ballot, or to provide the two- thirds vote required in the Executive Committee by Section VI. A., herein. Non-voting Members (and at the request of the President, others present) may express their opinions, but while these opinions may influence the eligible voters, they do not count as votes.

3. At Meetings of Committees:

By all Members present, each of who shall have one vote. The presiding officer shall vote only to break a tie, or to provide the two-thirds vote required in the Executive Committee by Section VI. A., herein.

Section C. Votes Required

Votes required for elections, motions and resolutions are as follows:

1. Two-thirds of the votes cast, ignoring blanks, by the official voters present shall be required to change any Program, Order of business, or a previously adopted resolution when previous notice has not been given; to call the previous question or otherwise extend, limit or close debate by other than laying on the table; to close the nominations or the polls; to expel from Membership or from Office, or for any other actions which limit or deny Affiliated Chapters or individual participants their Membership or parliamentary privileges.

2. A majority of the votes cast, ignoring blanks, shall be required to adopt any motion or elective vote that is in order, other than those specified in Article VI, Section C.l., above or in Robert’s Rules of Order, Newly Revised, as requiring a two-thirds vote.

3. A plurality of the votes cast shall not be sufficient to pass a motion, adopt a resolution, or elect an official.

Section D. Voting Procedure

1. General Consent:

In the interest of expediting parliamentary procedure when the subject under consideration does not, of itself, require a roll-call vote or secret ballot and appears to be non-controversial in nature, the presiding officer may ask if there be any objection to the pending motion, resolution, or other action, and if there is none, to announce approval by general consent. A single objection by a qualified voter shall be sufficient to require a conventional vote.

2. Voice Vote

A voice vote shall be sufficient for all motions, resolutions and actions, except for those specifically requiring a count, roll call or secret ballot, provided that any voter eligible to participate in a division of assembly or a roll-call vote may call for that type of vote.

3. Division of Assembly

The presiding officer or any qualified voter shall have the privilege of requiring a division of assembly by having the affirmatives and the negatives separately rise or show their hands. if the outcome of a division of assembly be in doubt, any qualified voter may require a count of the division.

4. Roll-call Vote

Any voter eligible to participate in a roll-call vote may call for such either before or immediately after a voice vote or division of assembly, provided that the presiding officer does not perceive the call to be a delaying tactic, frivolous or absurd and rule it out of order.

5. Secret Ballot

Voting by secret ballot shall be required for all contested elections, for expulsion from office or Membership, and for other actions when requested by a majority of the voters on those other actions.

Section E Meetings, Voting and Reports

1. The meetings of the Council, Executive Committee and appointed committees shall be held at any location or in any manner or by any medium where the attendees can communicate with each other.

2. Notices of meetings may be provided by mail, electronic mail or any medium which provides an individual address for each person intended to participate in the meeting.

3. Voting at any meeting may be cast in person or by any means generally available to Members eligible to vote. Any means includes electronic, telephonic, fax or mail.

4. Reports and minutes of meetings shall be provided to eligible recipients by either mail, fax electronic mail or by posting on the CAL-MOAA Internet website.