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SECTION I: CHAPTER AND REGION OPERATIONS

CHAPTER II: ORGANIZATION

The United States Army Warrant Officers Association is a national organization structured as follows:
1. National Headquarters
2. National Committees
3. Regions
4. Chapters

1. NATIONAL HEADQUARTERS.

The National Headquarters consists of the National Elected Officers, the National Appointed Officers, the National Board of Directors, and the USAWOAM 300-1 23 August 2012

  1. National Elected Officers:
    1. National President: The National President is the principal executive officer of the Association and shall, in general, supervise and control all of the business affairs of the Association. The National President shall serve as Chairperson of the National Board of Directors, National Board of Directors Executive Committee, National Council of Presidents and the Annual Meeting of the Members. The National President shall make all required appointments of standing and special committees with the approval of the National BOD. Additionally, the President signs, with the secretary or other proper officer of the Association authorized by the National BOD, all deeds, mortgages, bonds, contracts, or other instruments which the National BOD has authorized to be executed except in cases where the signing and execution thereof shall be expressly delegated by the National BOD, the Bylaws, or by statute to some other officer or agent of the Association. The National President performs all duties incident to the office and such other duties as may be prescribed by the National BOD. The authority of the National President shall be that requisite to the proper performance of the office and the duties stated herein.

    2. National Vice President: In the absence of the National President or due to inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order of their election) shall perform the duties of the National President, and when so acting, shall have all the powers and authority of and be subject to all the restrictions upon the National President. Additionally, the Vice President assists the National President and performs such other duties as may be assigned by the National President or the National BOD. The authority of the Vice President shall be that requisite to the proper performance of the office and the duties stated herein. The Vice President shall oversee all appointed committees.

    3. National Secretary: The Secretary assists the National President in conducting the official business of the Association in such manner as the National President may require and shall perform such other duties as provided in this manual and shall:
      1. Ensure that a record is prepared and maintained of the minutes of meetings of the members, the National Board of Directors Executive Committee, and the National Board of Directors of the Association.
      2. Ensure necessary adequate notification is provided to the members and National Board of Directors of the time and place for all scheduled meetings.
      3. Ensure complete files of the affairs of the Association are maintained, including all official correspondence. (This is done by the Membership Manager at Headquarters).
      4. In general, perform all duties incident to the office of Secretary and such other duties as may be assigned by the National President or the National BOD.
      5. The authority of the Secretary shall be requisite to the proper performance of the office and the duties stated herein.

  2. National Appointed Officers: Refer to USAWOAM 400-2 for duty description.
    1. National Treasurer: The Treasurer shall institute and maintain proper and accurate fiscal records of the Association in addition to such other duties as provided in this manual and:

      1. Have charge and custody of and be responsible for all funds and securities of the Association.
      2. Account for all monies received, give receipts from whatever source, and deposit the monies in insured banks and trust companies or invest for the credit of the Association as directed by the National BOD, only in the absence of the hired bookkeeper

      3. Prepare all drafts and checks against funds of the Association, only in the absence of the hired bookkeeper.
      4. Keep records always posted to date and available for review by any member or audit.
      5. Render a monthly report to the National BOD Executive Committee on the financial status of the Association.
      6. In general, perform all duties incident to the Office of Treasurer and such other duties as may be assigned by the National President or the National BOD.
      7. The authority of the Treasurer shall be requisite to the proper performance of the office. Extract wording from the USAWOAM 400-2.

    2. Assistant Vice President for Veterans Affairs: The duties of this position shall include but not be limited to:
      1. The development and publication, in the USAWOA news media, of information pertaining to the Retired Warrant Officers Affairs.
      2. Gathering and disseminating information concerning benefits for retired personnel.
      3. Locating and recruiting retired persons.
      4. Establishing and maintaining liaison with those offices responsible for supporting and assisting retired service members.
      5. Determining ways that USAWOA can assist retired service members, especially those holding membership in the Association.

    3. Assistant Vice President for Army Reserve Affairs: The duties of this position shall include but not be limited to:
      1. The development and publication, in the USAWOA news media, information pertaining to the Army Reserve Warrant Officers Affairs.
      2. Gathering and disseminating information concerning the Army Reserve personnel.
      3. Locating and recruiting Army Reserve Warrant Officers.
      4. Establishing and maintaining liaison with the Office of the Chief, Army Reserve, and the Warrant Officer Branch of the Full Time Support (AGR) Division of the Army Reserve Personnel Center.
      5. Determining ways that USAWOA can assist Army Reserve Warrant Officers, especially those holding membership in the Association.

    4. Assistant Vice President for National Guard Affairs: The duties of this position shall include but not be limited to:
      1. The development and publication, in the USAWOA news media, information pertaining to National Guard Warrant Officers affairs.
      2. Gathering and disseminating information concerning National Guard personnel.
      3. Locating and recruiting National Guard Warrant Officers.
      4. Establishing and maintaining liaison with the Office of the Chief, National Guard Bureau, the Personnel Division, and the National Guard Bureau.
      5. Determining ways that USAWOA can assist Army National Guard Warrant Officers, especially those holding membership in the Association.

    5. Parliamentarian: The duties of this position shall include but not be limited to:
      1. Serve as parliamentarian for all AMM, Board of Directors meetings, and at other times as directed by the National President. Advise the presiding officer on parliamentary procedures at such meetings.
      2. Maintain current copies of Bylaws, Manual, and Roberts Rules of Order.
      3. The Parliamentarian will not have a vote at the Board of Directors meetings.

    6. Chaplain: The National President may appoint a National Chaplain to conduct openings and closings of the Association.
    7. Sergeant-At-Arms: The National President may appoint a Sergeant-At-Arms who shall ensure that authorized persons are admitted to business meetings and maintain order throughout the course of the meetings as directed by the presiding officer.
    8. National Historian: The National President may appoint a National Historian who shall compile or cause to be compiled, annually, from the archives of the Association and from other sources, a narrative history of USAWOA, as well as its activities and accomplishments. The Historian shall be the custodian of historical records and documents as may have been collected and compiled.
    9. Assistant Secretaries and Treasurers: The National President, with the approval of the National Board of Directors, may appoint one or more unsalaried assistant secretaries and/or treasurers to assist the elected national officers in the performance of their duties.
    10. (Property Control Officer: The National President may appoint a Property Control Officer who will be charged with the maintaining of an accurate inventory and property control register for all association property.

  3. National Board of Directors:
    The National BOD shall consist of the National President, National Vice President,National Secretary, and the National Treasurer, each active Region's President and a Director from each inactive region, elected from the Association membership. No more than one (1) of the directors elected from the Association membership shall be from any one region.
  4. National Board of Directors Executive Committee:
    1. The National President shall appoint an Executive Committee (EXCOM) consisting of the National President, the National Vice President, the National Secretary, the National Treasurer and one or more additional individual from its membership if so desired. The Executive Director is an ex-officio member of the EXCOM. All of which shall reside within 300 miles of the National Office. It shall be the function of the EXCOM to conduct the day to day operations of the Association.
    2. The Executive Committee shall exercise, between formal meetings of the National BOD such power of the BOD as the BOD shall give it, except that the Executive Committee shall not have the power to:
      1. Repeal or amend the Association Bylaws.
      2. Appoint or remove any National BOD member, elected officer of the Association, or any member of the Executive Committee.
      3. Adopt a plan of merger or consolidation with another Corporation or Association.
      4. Authorize the sale, lease, exchange, or mortgage of assets of the Association.
      5. Authorize the dissolution of the Association.
      6. Adopt a plan for distribution of the Association assets.
      7. Amend or repeal any proposal of the BOD unless such proposal provides by its terms that it may be amended or repealed by the Executive Committee.
    3. The election of this committee and the delegation to it of authority shall not relieve the Directors of any responsibility placed upon them by law.
    4. Each member of the Executive Committee shall continue as such until the next Annual Meeting of the Members of the Association and until a successor is elected unless the committee is sooner terminated or unless a member is removed from such committee.
    5. The chairperson of the Executive Committee may call meetings of the committee at such times and places as deemed expedient. Members of the EXCOM must be able to attend the meetings, either in person or by approved electronic meeting media.

  5. National Staff:
    1. The hub of USAWOA is the professional National Headquarters Staff, a combination of operations, communications and administration center, conducting the day to day business of the Association. In addition to handling all of the administrative functions for USAWOA, the staff prepares position papers for presentation to the DOD, DA, and the Congress. All are employed and salaried by USAWOA.

    2. The key position on the staff is that of the Executive Director who is under the direct supervision of the National President. Other personnel (i.e., a database manager, bookkeeper, secretaries, auditors are employed as needed. These individuals work under the supervision of the Executive Director and the National Board of Directors. Chapter officials should work closely with this staff as they may supply answers to many problems. The following are a few ways in which they can help:
      1. They can assist the chapters and the membership to be well informed as to the progress and activities of the Association.
      2. Chapters should share with National Headquarters any methodologies, ideas and programs they have to improve the Association.

    3. USAWOA achieves its goals by maintaining close liaison with DOD, DA, and Congress with a small full-time staff at National Headquarters. With exception of this staff, all officials from the National Headquarters to chapter level are elected to office and receive no salary.

    4. Relationship between members of the staff and the National Board of Directors: Members of this staff, except the Executive Director, shall not initiate any dealings except pursuant to their assigned duties or as otherwise specifically authorized by the Executive Director. Conversely, members of the National BOD shall not request services or data from such members of the staff unless authorized by the National President. Nothing, herein, shall preclude direct contact between members of the National BOD and the Executive Director, or vice versa, or the submission of routine requests similar to those that may be made by members not holding National Office.

    5. Duties of Executive Director: The Executive Director is the full-time administrative director of the Association and staff and shall assist the national officials in conducting the official business of the Association and is responsible for:
      1. Assisting in the formulation of USAWOA policies.
      2. Representing the USAWOA in staff relations with representatives of Human Resources Command (HRC), HQDA G-1, DOD, DA, OSD, OSA and The White House.
      3. Representing the USAWOA in all functions of The Military Coalition, the Capitol Hill Exchange Club and other organizations as directed by the National President or National BOD.
      4. Serve as Senior Editor and overseeing the editing the USAWOA NEWSLINER and contributing a monthly article as Executive Director.
      5. Hiring and daily supervision of other salaried employees and administering the daily activities of the National Headquarters.
      6. Acting as the Staff Liaison Representative and ex-officio member on all established committees until enlargement of USAWOA staff permits delegation of these functions to other staff members.
      7. Representing the USAWOA at "Command" briefings and other Association activities on a worldwide basis.
      8. Attending Executive Committee meetings as an ex-officio member.

    6. Staff Liaison Representatives: The National Headquarters Staff shall function as liaison representatives until such time as the Association is financially capable of increasing the present staff to a size required to accommodate current and future committees. To the extent possible, these representatives shall perform the following duties:
      1. Providing general administrative and logistical support to committees, councils and task forces.
      2. Briefing incoming committees, councils and task forces.
      3. Gathering statistical and other data as required.
      4. Preparation of proposed plans and agendas.
      5. Preparation of reports reflecting the results of deliberations by committees, councils and task forces.

    7. Association Code of Ethics and Conduct:
      1. Refer to USAWOAM 400-1, National Headquarters Ethical Policy Manual.

      2. Representatives of the United States Army Warrant Officers Association, whether they are elected officials, paid employees, consultants, or other agents of the Association, are guardians of the reputation as well as property of the Association when engaged in professional, business, social, community, governmental and other meaningful activities. A subsequent obligation to all that act for and on behalf of the Association is to maintain and adhere to the highest standards of ethical conduct.
        1. All that represent the Association in any capacity will:
        2. Not engage in activities of any nature that will bring discredit upon the Association.
        3. Maintain complete loyalty to the United States Army Warrant Officers Association, the United States Army, the Department of Defense and the United States of America.
        4. Hold inviolate the confidential relationship between the individual members of the Association and themselves and the confidential information entrusted to them through the Association's National Headquarters, regions and chapters.
        5. Not endorse any product or service on behalf of the Association, unless approved by the National BOD.
        6. Work harmoniously with representatives of the Department of the Army, Department of Defense, other government agencies and similar associations.
        7. Uphold the independence of the Association and never permit it to become subservient to any other association or other organization.
        8. Not accept gratuities or special compensation for the performance of acts on behalf of the Association from any individual member, region, chapter, or other person or organization, except with the knowledge and consent of the National BOD.
        9. Neither engages in, nor countenances, any exploitation of the Association by any person or organization.
        10. Recognize and discharge their responsibility and that of the Association to uphold all local, state, and federal laws and regulations relating to the activities of the Association.
        11. Exercise and insist on sound business principles in the conduct of the affairs of the Association.
        12. Never use the name of the Association or its influence, directly or indirectly, to support any political party or any candidate for nomination, election, or selection to any federal, state, county, city, town or other political office.
        13. Use only legal and ethical means in any efforts to influence legislation, regulations, or administrative polices and determinations. In this regard, chapters, regions, and/or members shall not use the name of the Association, directly or indirectly, to influence said governmental policies or determinations, unless specifically authorized to do so in writing, by the National President or National BOD. Recommendations in the form of proposals for proposed federal, state or local government legislative or regulatory action shall be forwarded to the National Executive Director, USAWOA, for evaluation and consideration of appropriate coordination and concerted action.
        14. Issue no false or misleading statements of any nature, whether they affect the Association, other Associations, organizations or individuals.
        15. Utilize every opportunity to promote public understanding of the Association and its objectives.
        16. Maintain the highest standards of personal conduct so that the Association will have an indisputable image of solid integrity.

      3. Paid employees, consultants and similar agents will not participate in Association policy decisions except as authorized and required as part of their employment agreement. In this regard, such individuals will:
        1. Refrain from using official authority or influence for the purpose of interfering with or affecting the results of any election or nomination for office within the Association.
        2. Refuse to accept any elected office within the Association even if elected without being a candidate.
        3. Avoid taking part in the political campaign or the management of the campaign for any elective office in the Association.
        4. Never directly or indirectly coerce, attempt to coerce, command, or advise any person to pay, lend or contribute anything of value to a party, committee, organization, agency or person for political purposes within the Association.
        5. Decline any offer to make expenditures to any person to vote or withhold their vote for or against candidates for office within the Association.
        6. Not request information from any person or pledge the appointment, or use of their influence in support for the appointment of any person to any position within the Association, for the purpose of securing support for any candidate for office within the Association.
        7. Never directly or indirectly promise or pledge the appointment, or use of their influence in support for the appointment of any person, to any position within the Association; or for the purpose of securing support for any candidate for office with the Association.
        8. Refrain from soliciting, receiving, or making any contribution whatsoever for any political purpose within the Association.
        9. Decline to accept nomination to become an elected or appointed official of the Association.
        10. Attend no chapter meetings (other than their own assigned chapter) unless specifically invited by the Chapter President or an authorized representative.
        11. Pursue all of the Association's objectives, regardless of any personal misgivings they may have about the established objectives.
        12. Serve all members of the Association impartially, granting no special favors or privileges to any member of special interest groups.
        13. Cooperate fully in every reasonable and proper way with USAWOA members, officers, executives and other personnel dealing with the Association.
        14. Comply with lawful requests and instructions and give only reasonable and lawful requests and instructions if acting in a supervisory capacity.
        15. Where employment involves the receipt of money or property on behalf of the Association, or the disposal of Association property, the employee shall act prudently and shall keep account of each transaction and present an accounting at the proper time or upon demand with such vouchers and receipts as business usage customarily required.
        16. Accept neither gift nor compensation of any kind for the exercise of their employment beyond the compensation to which they are entitled by the terms of their employment contract or other agreement with the Executive Director or National BOD.
        17. Not only exercise their duties loyally and skillfully but refrain from deceiving the Association by entering into business relations with others which would create a conflict of interest with the Association.
        18. Never use knowledge acquired by them during their employment for their own advantage and to the detriment of the Association or in competition with the Association. In this regard, even after the employment has ceased, employee remains subject to a duty not to disclose or use for their own advantage, information confidentially entrusted to them during this employment.
        19. Association employees shall maintain their personal appearance in a manner that upholds the high professionalism of the Warrant Officers they serve.
        20. Resign from any elected or appointed position immediately upon becoming a paid employee of this Association.
        21. The Association is an Equal Opportunity Employer: In full compliance with public law, preference for employment with the Association will be given first to qualified retired Warrant Officer Members, second to dependents of Warrant Officer members, and third to qualified persons meeting the qualifications as established by the National BOD.