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SECTION II: NATIONAL BOARD OF DIRECTORS (BOD)

CHAPTER II: MEETING PROCEDURES

1. GENERAL:

To ensure that the National Board of Directors meetings are conducted in an orderly and professional manner, this manual has been established and approved by the National Board of Directors. Each Director is encouraged to be familiar with the procedures contained herein as this manual will govern the conduct of the BOD meetings.

2. PURPOSE:

The purpose of the National Board of Directors meetings shall be to review the progress of the short and long range objectives and programs of the association as established by the membership at the Annual Meeting of the Members. To consider matters referred to the Board of Directors by the National Council of Presidents; and to take formal action on those proposals and recommendations submitted by national officers, members of the National Board of Directors, and any special/standing committees.

3. AUTHORITY:

Bylaw V, Section 2, USAWOA Bylaws.

4. REGULAR MEETINGS:

Regular meetings of the National Board of Directors shall be held at least annually, each year without any other notice than this manual. Said meetings to commence following adjournment of the Annual Meeting of the Members and other times as needed, at a time and place determined by the National Board of Directors. The National Board of Directors may provide by resolution the time and place, either within or out of the State of Virginia, for the holding of additional regular meetings of the National Board of Directors.

5. SPECIAL MEETINGS:

Special meetings of the National Board of Directors may be called by or at the request of the National President or any four (4) Directors. The person(s) authorized to call special meetings of the National Board of Directors may fix any place, either within or out of the State of Virginia, as the place for holding any special meeting of the National Board of Directors.

6. NOTICE OF MEETINGS:

Notice of any special meeting of the National Board of Directors shall be given at least thirty (30) days prior to the date of the meeting. Notice shall be by written notice delivered personally, sent by mail, telegram or E-mail to each Director at his/her address as shown by the records of the Association. Other electronic methods which provide positive receipt of delivery may also be used to provide such notice. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the Board, need be specified in the notice or waiver of notice of such meeting unless specifically required by law or this manual. Attendance at all called meetings of the National BOD is mandatory. Excused absences may be requested as provided in Bylaw V, Section 2 b (7), USAWOA Bylaws.

7. MEETING ARRANGEMENTS COMMITTEE:

  1. a. Functions: It shall be the function of this committee to affect the complete arrangements, less the program, for the National Board of Directors and National Council of Presidents meetings. Arrangements shall include but not be limited to the provision of:
    1. (1) A meeting room with head table and recording devices; designated seating area for official visitors; designated seating for Directors and Council Members, and designated seating area for members.
    2. (2) Billeting for visiting Directors and Council Members; billeting for visiting members and escorts for visiting dignitaries.
    3. (3) Transportation for visiting Directors and Council Members, and members to include those arriving by commercial modes.
    4. (4) Advertisement of meeting, photographic coverage’ preparation and distribution of registration/reservation to Directors and Council Members; advance registration of Directors, Council Members, and members; and registration of Directors, Council Members and members upon arrival at the meeting location. They will also provide the necessary support equipment such as computer projectors, screens, computer, printers, modems and telephone access, as needed.
  2. b. Composition:
    1. (1) Total Members: Five (5)
    2. (2) Chairperson: (To be appointed by National President).
    3. (3) Appointed members: Four (4) members of the general membership shall be appointed by the National President on the advice of the Chairperson.
  3. c. Staff Liaison Representative: National Headquarters staff.

8. REGISTRATION:

  1. a. Whenever possible, Directors should register in advance as provided by the Arrangements Committee. This will ensure that Directors receive the accommodations and services they desire. Directors unable to pre-register may do so upon arrival at the designated meeting location.
  2. b. USAWOA Headquarters if feasible will pay for all Directors, all registration fees in advance as established by the Arrangements Committee to assist in defraying administrative and equipment requirements and meeting hall rental and any other fees as necessary.

9. IDENTIFICATION:

The arrangement committee shall devise and furnish appropriate identification pins, badges or stickers as necessary.

10. CREDENTIALS:

  1. a. The National Secretary, directly after the opening ceremonies of the first business meeting, shall report the number of Directors present, the number of votes each Director has in accordance with Part I, Section 6. C. and shall make a supplementary report after the opening exercise at the beginning of each day that business continues.
  2. b. The National Secretary is responsible for insuring that a quorum is present prior to any vote taken.

11. PROGRAM:

The National Board of Directors meeting program shall be prepared and approved by the National Board of Directors and published in the NEWSLINER at least sixty (60) days prior to the meeting.

12. QUORUM:

A majority of the National Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board. However, if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice in an attempt to obtain a quorum.

13. CONDUCT OF MEETING:

  1. a. The Articles of Incorporation, current Bylaws, and the National Board of Directors Operations and Meeting Procedures Manual of the Association shall govern as the basic rules.
  2. b. The rules contained in Roberts' Rules of Order, current edition, shall govern the BOD meetings in all cases to which they are applicable, providing they are not inconsistent with the Articles of Incorporation, current Bylaws and the National Board of Directors Operations and Meeting Procedures Manual of the Association.
  3. c. The National President shall appoint a Parliamentarian for the meeting. The function of the Parliamentarian is to advise the Presiding Officer on rules and questions of rules.

14. PROXY REPRESENTATION:

Directors may, by written, signed proxy, identify another Director or a Region/Chapter official from within their region or another BOD member to vote in their name in meetings of the National Board of Directors. In the same manner, National Elected Officers may identify another National elected or appointed officer to hold their proxy and vote their vote in meetings of the National Board of Directors. A method of electronic message that provides assured authorship may be used to provide such proxy. Directors utilizing their authority by proxy shall be counted as being in attendance for quorum purposes.

15. ADDRESSING THE DIRECTORS:

  1. a. Directors desiring to address the assembled Directors shall rise; clearly state their name and Region then wait to be recognized by the Presiding Officer before addressing the assembled Directors.
  2. b. No Director may speak more than once on an individual subject nor for more than four (4) minutes, except that the proponent of the matter at hand may speak an additional four (4) minutes in rebuttal.
  3. c. No Director may yield the floor to a member of the Council of Presidents, regular or associate member, a non-member Warrant Officer, a visitor, or guest.
  4. d. Members of the Council of Presidents, regular or associate members and nonmember Warrant Officers may be recognized under the procedures of this section; however, these individuals will not be permitted to vote on any matter.
  5. e. A motion to table may not be made by a Director who has just spoken on the merits of the proposal. A motion to table is not inorder until at least two Directors for the proposal and two against have been heard on the merits, unless none in favor or against desire to be heard; then the decision of the Presiding Officer shall prevail.
  6. f. No Director shall interrupt a recognized speaker who has the floor by standing, yelling, clapping, or other disruptive means.
  7. g. Members of the Council of Presidents, regular or associate members and nonmember Warrant Officers desiring to speak to the assembled Directors shall rise, identify themselves and request the Chair recognize them so they may speak. If the Chairperson does so they may address the members on the subject under discussion for no more than 4 minutes. This recognition does not authorize them to vote on a matter.

16. CAUCUS:

Directors may converse and organize into groups among themselves and may select an individual spokesperson from among them to present their views. This spokesperson must identify those for whom they speak.

17. VOTING PROCEDURES:

  1. a. All voting shall be by a show of hands. The allocation of votes being that each member of the Board of Directors shall have a single vote on matters before the BOD except that those members representing regions (Region President for active regions and the Region Director for inactive regions). These individuals shall have one vote for each 500 members or fraction thereof registered in the respective region. This count will be based on the latest month roster or count published by the National Headquarters and announced by the National Secretary at the beginning of that meeting day.
  2. b. Any action or proposal brought before the assembly shall be decided by a majority vote (50% + 1) of the members present, except as follows:
    1. (1) Any action or proposal to change the program or this operations manual shall require a two-thirds approval of the members present.
    2. (2) Any action or proposal to be brought before the assembly through caucus shall be determined by a majority vote unless a parliamentary procedure is involved, which requires a two-thirds majority vote.
  3. c. Any abstention from a vote will not reflect yea or nay and will not be considered nor weighed as adopting or defeating any measure.

18. REPORTS:

All reports rendered by National Officers, members of the National Board of Directors, committees and other material for the permanent record shall be in writing and shall be sent to the National Secretary after presentation to the assembled directors, and no later than 10 business day following their presentation.

19. RESOLUTIONS/PROPOSALS/MOTIONS:

All business to come before the assembled Directors, except administrative matters, shall be in the form of a written motion, a proposal or a resolution. The National BOD Executive Committee and or the Executive Director shall receive research and put into a correct resolution format all business from members, chapters, the Region COP and the National COP. The National President or the Executive Director is responsible for determining if any submitted resolution is legal, has not been addressed by another resolution, and when presented to the Directors, is in a clear, concise, understandable format utilizing USAWOA Form 800-2.

  1. a. All resolutions/proposals/motions offered by members, chapters or the COP shall be in writing, signed by the originator author and the individuals who seconds the action, and shall include any background and legal considerations that are important. These actions shall be sent directly to the National President or the Executive Director.
  2. b. All resolutions/proposals/motions offered by the members of the National Board of Directors and all recommendations made in reports of national officers or special committees shall be presented directly to the assembled Directors.
  3. c. The proponent(s) of any resolution/proposal/motion shall be given an opportunity to explain it to the assembled Directors.
  4. d. Authors of resolutions/proposals/motions shall restrict their subjects to matters relating directly to the Army, dependents and the USAWOA. Discussion will contain only provable facts and will not refer to hearsay information.
  5. e. The Executive Director and/or the National BOD Executive Committee will not change the basic idea of an author's suggestion when rewriting it for presentation.
  6. f. The National BOD Executive Committee shall submit resolutions/proposals/motions referred to it to the assembled Directors with the committee's own recommendation as to appropriate action.
  7. g. Chapters and regions should encourage members to submit their resolutions/proposals/motions so as to arrive at the National Headquarters no later than sixty (90) days prior to the meeting.

20. ANNOUNCEMENTS: .

Notices for announcement to the assembled Directors shall be in writing, signed by the person (or proper representative of the person) under whose authority the announcement is issued and shall be sent to the desk of the National Secretary for recording

21. REVOCATION OF PRIOR RULES:

All prior standing rules, procedures and amendments thereto are hereby revoked and shall become null and void immediately upon the effective date of this Operations and Procedures Manual.

22. NOTIFICATION:

This Operations Manual shall be provided to each region, chapter, and national official. Directors are encouraged to familiarize themselves with the contents of this manual. Reference copies will be available at each the meeting.