Task Force Omega Inc., of Missouri
By-Laws
Member Approved Version, 29 March, 2008
Awaiting Board Final Approval
These By-Laws are in addition to the “Articles of Incorporation” used to incorporate
the organization in the state of Missouri in July 2007. Task Force Omega, Inc. of
Missouri, herein referred to as “TFO-MO” or the “Organization”, P.O. Box 2226 Independence,
MO 64055 is a 501c(3) non-profit corporation. TFO-MO is chartered by the national
organization, Task Force Omega, Inc., herein referred to as “National”, 14043 North
64th Drive, Glendale, AZ 85306 incorporated in 1983. All decisions are made by the
TFO-MO Executive Board and TFO-MO Members in accordance to the laws of the State
of Missouri, the United States of America, and the By-Laws of TFO-MO.
1) Mission Statement:
a) TFO-MO is a nonprofit organization dedicated to helping those who have bravely
served our country, some of whom have paid the ultimate price for our freedom. Our
objective is the return of all POW/MIAs from all wars and to publicize the issue
so that we never leave anyone behind. We are also committed to helping all veterans
and active duty personnel, both stateside and overseas. We will never forget their
sacrifice for our freedom.
2) Vision:
a) Everybody comes home! The ultimate goal of TFO-MO is the return of all Americas,
alive or dead; captured and held by foreign governments or groups and to seek public
support for obtaining the release of these brave, American patriots.
3) By-Laws and Amendments:
a) These By-Laws exist in addition to the “Articles of Incorporation” used to form
the organization. The acceptance of these and future By-Laws made to the TFO-MO
By-Laws shall rest with the Board of Directors as stated in the “Articles of Incorporation”
paragraph nine. By-Laws may be made, altered, amended or repealed and sent to the
Board for final approval by the Members during a regular meeting of the organization
where a quorum exists. By-Laws that are made, altered, amended or repealed by the
Board must be approved by the Members during a regular meeting of the organization
where a quorum exists. Although the Board has final approval and should perform
all final due diligence to ensure By-Laws are appropriate and not contradictory,
the Board cannot make, alter, amend or repeal By-Laws without approval of the Members.
b) Addendums to be added to the By-Laws are the approved scheduled meeting minutes,
the approved minutes of the Executive Committee’s scheduled meetings, approved Treasurer
Reports, Financial Reports and any documentation deemed appropriate.
4) Board of Directors:
a) The Board of Directors herein referred to, as “Directors”, “Board Members”, the
“Board” or the “Executive Committee” shall consist of a minimum of six Board Members
plus five Officers, a maximum of eleven who will be selected from the TFO-MO Membership
and includes all TFO-MO elected officers. Elected officers will serve on the Board
of Directors per the term limits of their office but may not serve as either the
Chairman or Vice Chairman of the Board. A quorum of 50% plus one of the Board members
must be present for all Board votes.
b) The Board shall meet a minimum of 4 times per year at the Board’s discretion.
Agenda items are not limited to:
i) The creation of the annual calendar and budget
ii) Oversee or conduct the orientation of new Officers, Event Chairpersons, Committee
Chairpersons and Directors
iii) Approve annual, financial and tax reports.
c) Chairman of the Board: Term two years.
d) Vice-Chairman: One-year term during the first year of incorporation and two years
thereafter to provide continuity on the Board by offsetting the Chairman and Vice
Chairman Positions.
e) Board Member: There shall be a minimum of one Board Member and a maximum of two
who shall have a one year term the first year of incorporation, thereafter all Board
Members shall serve two years to provide continuity on the board. The Board will
determine which Board Members will serve one or two year terms during the first
year of incorporation.
f) Board Committee Chairperson: A two-year term. TFO-MO shall have a Board Committee
Chair duly elected as any other Director as a Member of the Board, who is responsible
for assisting all committees, and Committee Chairs or Event Chairs and to report
event activities to the Board and/or report to the Membership in a scheduled meeting
should there be no Committee or Event Chair present.
5) Officers:
a) TFO-MO officers are charged with upholding the By-Laws of the organization and
providing leadership through out their term. Officers conduct the regularly scheduled
meetings and are responsible for determining when a quorum exists before opening
a scheduled meeting. The following offices exist:
i) President: 2 years the first term and one year the next term to be rotated thereafter.
ii) Vice President: 1 year the first term and two years the second term to be rotated
thereafter.
iii) Secretary: One-year term.
iv) Treasurer: One-year term.
v) Sergeant of Arms: One-year term.
vi) Optional offices: One year term.
(1) Historian
(2) Public Relations Officer
(3) Parliamentarian.
6) Committee or Event Chairpersons:
a) Committees and Events should have a Committee Chairperson or Event Chairperson
referred to as “Committee Chair” or “Event Chair” and when appointed by the President
during a scheduled meeting, elected during a scheduled meeting or elected by those
serving on the committee. These Chairpersons are not to be included in the Board
of Directors unless they already sit on the Board as an elected Officer or Director
at the time of the Chairperson’s appointment or election. At any time the Chairperson
may also be called into a Board meeting as needed by the Board when given no less
than seven days notice prior to the Board meeting.
b) All committees and events must be approved by the Membership during scheduled
meetings and may or may not be included in the Board’s annual calendar, business
plan or the TFO-MO annual calendar. The Committee Chair and Event Chair is responsible
for conducting committee meetings in a timely manner, staying within budget when
a budget exists and minimizing costs when a budget does not exist, maximizing profit
if the event is a fund raising event, and providing monthly reports and updates
to the Membership at each scheduled meeting.
7) Rules of Succession:
a) In the event of absence of any of the following the order of succession for Board
meetings is as follows: Chairman of the Board, Vice Chairman of the Board, Board
Committee Chairperson, President, and Vice President.
b) In the event of absence of any of the following the order of succession for meetings
is as follows: President, Vice President, Secretary, Treasurer, Chairman of the
Board, and Vice Chairman of the Board.
c) In the event of absence of any of the following the order of succession for committee
or event meetings is as follows: Committee/Event Chair, Board Committee Chair, and
Vice President.
d) In the event the two or more parties of the authorized check signers are from
the same household the order of succession for authorized check signers will be
first three in the following order: Treasurer, Chairman of the Board, President,
Vice Chairman of the Board, Vice President, and Secretary.
8) Current standing committees:
a) Sgt. Thompson Annual Memorial Poker Run Committee
b) Veterans Day/Marine Corp Birthday Car and Bike Show Committee
c) Christmas Committee
d) Sales Committee
e) Shave-A-Vet Committee
f) Membership Committee
g) POW/MIA Affairs Committee
h) Road Signs Committee
i) Web Site Committee
j) Fund Raising Committee
k) Event Committee
9) Membership Levels and Descriptions:
a) Membership is open to all interested Americans desiring to participate in the
TFO-MO mission and who maintain their status as a “Member in good standing” regardless
of age, race, color, creed, national origin or sex. Membership is considered an
honor and a privilege to actively participate in serving those who have served us
and achieve our mission. TFO-MO is a volunteer organization that does not provide
monetary benefit to any members. Consistently participating without maintaining
a “Membership in good standing” does not support our mission.
b) To maintain a “Membership in good standing” status a Member must pay annual dues,
be a good citizen, conduct themselves in a manner consistent with the TFO-MO mission
and vision, should be present at a minimum of six scheduled monthly meetings per
year, participate in all Bylaw acceptance and amendment votes when present at the
meeting, actively participate (as determined by the committee’s or event’s chair)
in one funding raising event and one committee per year and serve as either an Officer,
Director or Member/Chairperson of a committee. When wearing the TFO colors members
should be courteous to all and refrain from loud, boisterous, rude or any behavior
which might reduce the status of TFO-MO.
c) Regular Members: All Members in good standing as defined herein. This type of
Member should be our largest body and includes individual Members and Members who
are included in a Family Membership; both are referred to as “Member” or “Members”.
These Members should fulfill the requirements of a “Member in good standing” before
elected as an Officer, Directors, Committee Chairperson or Event Chairperson and
maintain the “Member in good standing” status throughout their term of office. When
a Family membership includes children under age 18 they need not comply with attendance
rules, are not included in quorum counts and are non-voting members. Persons included
under a Family Membership are no longer included within a Family Membership upon
reaching age 21.
d) Members at Large: These Members are separated by distance not less than 50 miles
from the TFO-MO scheduled customary meeting location or otherwise unable to fulfill
all of the requirements of a “Member in good standing” as defined herein as determined
by the Board. These Members may be called upon to perform duties best suited to
them due to their locale.
e) Honorary Members: Persons of exceptional quality who will bring value to our
organization as voted upon and approved by the Membership. These Members should
fulfill the requirements of a “Member in good standing” when they are elected as
an Officer, Directors or Event Chairperson. Annual dues are waived for Honorary
Members and are not required to maintain the attendance clause of the “Member in
good standing” status if not elected as an Officer, Directors or Event Chairperson.
f) Honored Lifetime Members: These Members are former POWs, Gold Star Mother or
a deceased TFO-MO member, they have already sacrificed and paid their “dues”, when
voted on and approved by the Membership will be honored as lifetime Members. These
Members are to be held in the highest esteem. These Members should fulfill the requirements
of a “Member in good standing” if they are elected as an Officer, Event Chairperson
or Director. Annual dues are waived for Honored Lifetime Members and are not required
to maintain the attendance clause of the “Member in good standing” status if not
elected as an Officer, Directors or Event Chairperson.
g) Sponsor Members: These are organizations, individuals, or companies that have
paid a higher annual dues amount than Members and/or make a substantial contribution
or donation. As sponsors they are entitled to recognition during their sponsored
events. These Members should fulfill the requirements of a “Member in good standing”
if they are elected as an Officer, Event Chairperson or Director and are not required
to maintain the attendance clause of the “Member in good standing” status if not
elected as an Officer, Directors or Event Chairperson.
h) Visitors: Visitors and volunteers are welcome. Visitors who have indicated an
interest in TFO-MO by their presence at a maximum of three scheduled monthly meetings
or events per year are expected to become members by submitting annual dues and
adhering to the “Members in good standing” requirements as defined herein. This
is only fair to our members that are paying their dues, serving as officers or on
the board, working on committees and maintaining a “Members in good standing” status.
10) Quorum:
a) A quorum will exist upon a count of “Active Members” where 50% plus 1of the total
“Active Members” are present. Active Members are all Members that are Directors,
Officers, Committee Chairs, Event Chairs and Regular Members, as defined herein.
Members at Large, Honorary Members, Honored Lifetime Members and Sponsor Members
are only considered to be “Active Members” when present at a meeting or event and
will only then be included in the quorum count.
11) Meetings:
a) Robert’s Rules of Order shall be used to conduct orderly meetings where a motion
is made, seconded, discussion occurs pertinent to the motion - both pro and con
when available, and then a vote is made. The Sergeant of Arms when requested by
the meeting or event’s chairperson will escort out any person that is disruptive
during a meeting or event.
b) Minutes of every scheduled meeting shall be kept and presented at the next scheduled
meeting by the Secretary for approval, or revision and final approval. Meeting agendas
shall be made available prior to scheduled meetings.
c) TFO-MO scheduled meetings shall be held on the third Wednesday of each month
beginning at 7:30 PM. Meeting location dates and times may be revised by vote and
will not require bylaw amendment but do require notification of all Members no less
than 12 days prior to the next scheduled meeting date. Changes to location dates
and times may be added as an addendum to this document per approved meeting minutes.
A quorum, as defined herein, shall be present to call a scheduled meeting to order.
Visitors are welcome at meetings but may not make a motion, second a motion or vote.
Visitors may be called upon to speak per the discretion of the Chair.
12) Voting:
a) All motions and voting shall be conducted in a scheduled meeting of the Organization
or scheduled meeting of the Board when a quorum is present and are determined by
simple majority unless otherwise stated in the motion or as stated herein. Voting
shall be by voice approval or a show of hands to be determined by the Chair of the
scheduled meeting, or by a secret ballot when called for within the motion or as
stated herein. After any vote any Member or Director may request a single recount.
When ballots are cast the ballots shall be counted by a selection of those present
of no less than three Members in scheduled meetings or two Directors in Board meetings.
All persons counting before presenting the final tally must agree to the vote count
and recount.
13) Dues:
a) Annual dues shall be levied for each Member, Family Membership, Members At Large,
and Sponsor Members unless waived as defined herein. When a Member included in a
Family Membership becomes 21 years of age, that Member shall not be considered as
part of the Family Membership and annual dues are to be paid within 30 days to a
remain “Member in good standing”.
b) The annual dues amounts are determined by Member vote and approval and may be
adjusted at a scheduled meeting. The new annual dues amounts shall be in effect
immediately after the date of the approved vote unless otherwise specified within
the motion except that a change to the annual dues amount cannot be retroactive.
c) Annual dues are to be paid on each Member’s, Family Membership’s, Member At Large
Membership’s and sponsor Membership’s anniversary date which is the day one year
after the Member joined TFO-MO and no later than 30 days after the anniversary date
to remain a “Member in good standing”. Should a Member’s status change from a “Member
in good standing” because of non-payment of annual dues; the Member returns to a
“Member in good standing” status when dues are paid if all other criteria for such
status has been or is being met. The Treasurer shall maintain a calendar listing
each Member’s anniversary date and notify each Member no later than 12 days prior
to the annual dues payment date.
d) Current annual dues amounts are as follows:
i) Regular Member, $20
ii) Family Membership, $30
iii) Members at Large, $50
iv) Sponsor Members, $100.
14) Financial Reports and Taxes:
a) TFO-MO will keep records on all funds to be included and filed with the IRS and
the State of Missouri each year. The fiscal year for the organization will be from
1 January through 31 December.
b) Chapter Officers, primarily the Treasurer, will be responsible for providing
all tax reports to the Board of Directors for approval at a minimum of one month
prior to filing taxes on 15 April with each government entity. The Treasurer will
maintain and provide a monthly Treasurer’s report at each TFO-MO scheduled meeting.
The Treasurer’s report must be approved or revised and approved by the Members in
each scheduled meeting.
c) An annual independent audit will be performed each year and presented to the
Board and will be made available for Members upon request. An annual financial report
is to be created and approved by the Board of Directors no later than 1 June.
15) Expenditures:
a) Before committing any TFO-MO funds the expenditure must be voted upon and approved
by the Members during a scheduled meeting. Purchasing should only be performed by
those specifically appointed via a purchase order written by the Treasurer to purchase
the authorized items or services. Receipts are required for all expenditure reimbursements.
Checks to pay for expenditures require signatures by two of the three Members that
have been previously voted upon and approved by the Membership to sign checks. Currently
the authorized check signers are the Chairman of the Board, President and Treasurer.
Authorized check signers cannot be from the same household in which case succession
is as stated herein, see # 7 subsection D.
16) Collections:
a) Whenever money is collected during events, meetings, membership dues, 50/50 tickets,
etc., no less than 2 persons will count the monies. One person should be the Treasurer
if present or another Officer/Director if possible.
17) Elections:
a) Officer, Event Chair and Director Nominations shall be made in the regularly
scheduled February meeting to allow time for nominees to discuss their vision and
plans for the organization. The election meeting shall be the regularly scheduled
meeting in March. Once elected an orientation meeting will be conducted between
the outgoing and incoming Officers and Directors to allow for a smooth transition.
Terms for newly elected Officers, Event Chairs and Directors shall begin immediately
after adjournment of the April meeting.
b) A simple majority vote shall determine who serves as a Director, Officer or Event
Chairperson and shall be conducted via secret ballot. One vote for each office will
be made by Members present and a vote for each Director’s seat open on the Board.
Example: if there are three open Board seats, then the member will vote for three
Board members on their ballot. The Board nominees with the three highest vote counts
will fill the Board.
c) During elections of Officers and Directors, Members may request an absent-tee
ballot at a minimum of 12 days prior to the election date by contacting the Secretary.
It will be the responsibility of the Secretary to provide ballots, both absent-tee
and for Members present during the election meeting.
d) A possible exception to elections and terms of service is an Event Chairperson
who may be serving on a non-standing committee or due to the committee’s mission
it is deemed inappropriate by the Membership to change the Event Chair at that time.
An approved motion and simple majority vote shall be required to waive the Event
Chair’s election or change in term during the scheduled meeting.
e) An emergency election may be held in the event of a vacancy of any Officer’s,
Event Chair’s or Director’s position when approved in a regular meeting by a majority
of the members present.
18) Donations:
a) Donations may be solicited, made and accepted at any time by any TFO-MO Member.
Charitable drives may also be conducted without prior TFO-MO approval as long as
conducted in such a way as to uphold and improve the reputation of TFO-MO. Donated
funds and goods should be turned over to the Treasurer as soon as possible and within
a period not to exceed 30 days after being collected along with an explanation of
the nature and source of the donation (sources remain anonymous upon request). A
thank you card or note is appropriate and should be sent to donators.
19) Chapter Patches:
a) Chapter patches are available for purchase by Members and should only be worn
by “Members in good standing”. The National Task Force Omega patch is also available
for purchase and should only be worn or displayed by “Members in good standing”.
Members wholly own both patches but are not allowed to deface, use or display the
patches in a detrimental manner both to the patches or the Organization. Members
should refrain from their use or display after resigning from TFO-MO and may be
purchased back by the Organization if desired. We hold no bond or binding authority
for members who wear or display chapter patches or national patches with or alongside
patches or logos of other organizations.
20) Rights of Membership:
a) Members are allowed to identify themselves as a Member of TFO-MO when in good
standing according to the appropriate Member definition defined herein. Every Member
shall be entitled to one vote only per motion or per each elected office unless
otherwise stated in the motion. Absent-tee voting is only allowed as defined herein.
b) Upon request of any Member in a scheduled meeting any and all of the organization’s
documents, letters of incorporation, By-Laws, minutes, treasury reports, business
plans, tax returns and financial reports when available must be provided by the
next scheduled meeting.
21) Member Suspension or Termination, Officer Impeachment:
a) Membership may be terminated at any time by anyone wishing to discontinue his
or her Membership by submitting a written notice to the President or a Board Member.
An explanation will be greatly appreciated. Dues will not be refunded.
b) The Board of Directors must consider and suspend or expel a Member for just cause
upon the written request by 5 “Active Members” and a 2/3 vote of the Board. Additionally
suspension or expulsion is also required after a 2/3 vote approval of all “Active
Members.” In both instances a person being suspended or expelled may present their
side either verbally or by written statement. Dues will not be refunded.
c) An Officer, Committee Chair, Event Chair or Board Member may be impeached following
the same guidelines as Member suspension of expulsion and still remain a Member.
Then the Member may be suspended or expelled.
Amendments
Approved on 29 March, 2008:
Amended paragraph 9 subsection F, from ‘Annual dues are waived for Honorary Lifetime
Members’ to “Honored Lifetime Members”.
Amended paragraph 9 subsection B, for this to work a member must be at all meetings,
as you never know when a Bylaw vote may happen.
Paragraph 15 discusses the people that are to be on the checking account. Amended
signers on the account cannot be from the same household. Add more officers that
can be added to the account in case this happens due to elections.
In paragraph 17 subsection E, added emergency elections.
Amendments to be discussed at April meeting:
Remove the following sentence from opening paragraph.
TFO-MO is chartered by the national organization, Task Force Omega, Inc., herein
referred to as “National”, 14043 North 64th Drive, Glendale, AZ 85306 incorporated
in 1983.