ARTICLES OF ORGANIZATION OF THE MILITARY BENEFIT ASSOCIATION
Section 1, Name:
The name of this Association shall be MILITARY BENEFIT ASSOCIATION.
Section 1, Objects and Purposes:
The objects and purposes of this Association shall be the promotion of the welfare of its members, the advancement and safeguarding of their economic interests, and generally to encourage and promote better financial conditions for its members through cooperative enterprises.
Section 1, Control:
The control of this Association shall be vested in the membership.
Section 2, Membership:
a. Application for membership in the Association shall be received and entertained from the following:
(1) Active Duty Membership: Personnel who are on active duty in any component of the following Uniformed Services: the United States Army, the United States Navy, the United States Air Force, the United States Marine Corps, the United States Coast Guard, the United States Public Health Service, the National Oceanic and Atmospheric Administration, or Cadets or Midshipmen attending the United States Military Academy, the United States Naval Academy, the United States Air Force Academy, the United States Coast Guard Academy or the United States Merchant Marine Academy.
(2) Associate Membership: Personnel who are entitled to receive pay in any of the Reserve Components of the United States Uniformed Services, or who are full time civilian employees of the U.S. Government and U.S. citizens, or spouses and dependents of persons who qualify for membership under paragraphs (1), (2) or (3) of Section 2 of this article.
(3) Veteran Membership: Personnel who have retired from active duty with pay in one of the United States Uniformed Services and persons who have been honorably discharged from active duty.
(4) Auxiliary Membership: Adults who were at one time dependents of Association members.
b. Any member may continue membership as an Associate or Veteran member of the Association upon separation, discharge or transfer from active duty, retirement, or upon termination of employment, under honorable conditions.
c. Enrollment of new members, who may be otherwise eligible for membership, may be limited, curtailed or stopped entirely at any time without prior notice by the Association whenever such action is deemed in the best interests of the Association. The Board of Directors, acting under authority of Article VIII of these Articles of Organization, shall issue any such rules or regulations with respect to eligibility of new members.
Section 3, Membership Dues, Contributions:
The Board of Directors shall be empowered to assess membership dues or solicit contributions from the membership.
Section 1, Meetings of Members:
Meetings of members shall include the Annual Meeting of Members and such other meetings as may be called by the Chairman of the Board of Directors in response to (1) a vote by a majority of the Board of Directors or (2) a written request signed by at least ten percent of the members of the Association.
Advance notice of meetings shall be as prescribed by the Board of Directors and shall include a statement of the business to be transacted. Members may vote in person or by signed proxy. Actions taken by a majority of the members voting shall be final.
Section 2, Annual Meeting of Members:
An annual meeting of members of the Association shall be held on the third Friday of October of each year. At the annual meeting of members, the President shall announce the results of the ballot to fill vacancies on the Board of Directors; the Treasurer shall submit a report of financial operations for the preceding year; and such other business as may properly come before the meeting shall be transacted.
Notice of the annual meeting of members shall be mailed to all members at least thirty days before the meeting and shall include a ballot listing nominees to fill vacancies on the Board of Directors and any proposed amendments to the Articles of Organization which require approval by the membership.
Section 1, Board of Directors:
The Board of Directors, who shall serve without compensation, shall consist of six insured active duty members and one insured veteran or associate member, elected for terms of three years by the members. Not more than two of the seven Directors may represent one branch of the uniformed services. Of the six insured active duty members, three Directors must be enlisted personnel and three Directors must be commissioned or warrant officers. The President and the Vice President of the Association shall be ex-officio members of the Board of Directors and shall serve as Directors only so long as they hold their respective offices. Unless otherwise removed by the Board or having voluntarily resigned, each Director shall serve until the election of a successor. A majority of the Board shall be empowered to conduct the business and the affairs of the Association. Members of the Board may vote in person, by telephone, or by written communication. A Director may be removed from the Board for cause by a unanimous vote of the remaining Board members. Vacancies in the Board may be filled by the remainder of the Board, even though less than a majority, pending election by the members of the Association to fill the vacancies. In the case of the absence or inability of any Officer or Officers to act, or any person herein authorized to act in his place, the Board of Directors may, from time to time, delegate, for the time being, the powers or duties of such officer or person to any other qualified person.
Section 2, Nominations:
Each year the Chairman of the Board shall appoint a nominating committee of not less than three members, at least ninety days prior to the annual meeting. No member of the nominating committee, while serving on the committee, shall be eligible to accept a nomination for the office of Director or be appointed by the Board of Directors as an officer of the Association. The committee shall nominate candidates to maintain Board of Director composition in accordance with Section 1, Article V. The nominating committee shall submit its nominees forthwith to the President who shall place such names on a ballot provided in the written notice of the annual meeting. Nothing contained herein shall prevent a member from voting for a person as a Director who has not been selected by the nominating committee; the President shall provide space on said ballot for such written selection.
Section 3, Of Officers:
a. The Board of Directors shall appoint a Chairman of the Board and Vice Chairman of the Board to serve without compensation, normally for a period of one year, or until their successors are appointed. Any or all officers may be reappointed.
b. The Board of Directors shall appoint and fix compensation for a President, Vice President, Treasurer, Secretary, and an Auditor, who is a Certified Public Accountant, none of whom can be members of the Association. The offices of Secretary and Vice President or Treasurer may be held by one person.
Section 4, Duties of Officers:
a. The Chairman of the Board shall preside at all meetings and if deemed necessary, defer any subject or question to a majority vote of the Board of Directors. The Chairman may direct the President to explore or pursue new fields of possible interest to members of the Association.
b. The Vice Chairman of the Board shall assume all duties of the Chairman in the absence or disability of the Chairman of the Board.
c. The President shall be the chief operating officer responsible for the operations and administration of the Association.
d. The Vice President shall support the President with the operations and administration of the Association and shall, on the request of the Chairman of the Board or President, explore or pursue new fields of possible interest to members of the Association.
e. The Treasurer shall be custodian of the funds of the Association and shall, in consultation with the Vice President, prepare budgets and perform such other duties as assigned by the President.
f. The Secretary shall have custody of the books and records of the Association, issue notices for all meetings, be responsible for keeping minutes thereof, and make reports and perform other duties as are incident to the office as required by the Board of Directors or the President.
g. The President, Vice President, Treasurer, and Secretary shall furnish written reports as required by the Board of Directors.
h. No Director or Officer of the Association shall vote on issues relating to any business matter of the Association in which they have a personal interest.
Section 5, Advisors to the Board of Directors:
The Board of Directors, by a majority vote, may appoint Advisors to serve without compensation. The Advisors shall be appointed annually, but any or all Advisors may be removed from office at any time by a vote of the majority of the Board of Directors. The Advisors cannot be either a Director or Officer of the Association and cannot vote upon any matter before the Board of Directors.
Section 6, Delegation of Duties:
The Board of Directors is authorized to arrange for any of the business and the affairs of the Association to be delegated to and performed by an individual, company, partnership, trust or corporation, in lieu of personnel employed directly by the Association, and is further authorized to contract and pay for such services on a fee basis, per member basis, or any other basis which they may determine.
Section 1, Termination of Membership:
Membership in the Association shall, for all purposes, be deemed to have terminated: (1) if a member resigns from the Association; or (2) at any time without prior notice by the Association whenever such action is deemed in the best interests of the Association.
Section 2, Termination of Insurance:
The insurance of a member of the Association may be terminated only upon non-payment of the required insurance premium contributions.
Section 1, Expenses:
The expenses and/or cost of operation of the Association shall be paid out of income, surplus, or other funds of the Association as authorized or approved by the Board of Directors.
Section 2, Assets of the Association:
Any assets of the Association shall be retained in whole or in part and for such Association purposes as may be designated by the Board of Directors, or distributed among the eligible insured members of the Association as a refund of insurance premium contributions made in the manner, amount, and upon such terms and conditions as may be stipulated by the Board of Directors. If, after diligent effort by the Association to obtain a current valid address of a member or former member and the Association is unable to refund any monies due the member or former member, such member or former member shall be deemed to have waived all rights and interest in such monies. No member, former member, or any other person shall have any other right, title, or interest in or to any assets, property, surplus, or any other funds retained by the Association.
Section 3, Disposition of Funds Held in Accounts of Deceased Members:
In the event of an insured member’s death, any funds held by the Association for such member’s account shall be paid in one sum to the beneficiary or beneficiaries designated in such member’s certificate of insurance under the Group Policy issued to the Association.
Section 1, Rules and Regulations:
The Board of Directors shall make such rules and regulations as it believes necessary for the proper conduct of the affairs of the Association and not in conflict with these Articles of Organization.
Section 1, Amendments:
Amendments and changes to these Articles of Organization may be made by a majority of the Board of Directors voting, except changes to Section 1 and Section 3, Article V, and Article IX, or any parts thereof, which must be approved by a majority of the members voting at the annual election of the Board of Directors.
The Board of Directors, acting through the President, or following action initiated pursuant to Section 4c, Article V, may apply for and obtain, amend, change or renew a policy of insurance, banking service, financing service of any form and any other bene t not in conflict with the tax exempt status of the Association under terms and conditions deemed by the Board of Directors to be in the best interests of the Association membership.
The Association shall indemnify every person who is or was a director, officer, employee, advisor, or member of the Association, or who is serving or has served at its request
as a director, officer, employee, advisor, or member of any other corporation, against reasonable expenses, including attorney fees and disbursements, judgments, decrees, fines, penalties, and amounts paid in settlement, in connection with any pending or threatened claim, action, suit, or proceeding (civil, criminal, administrative, or investigative) in which the person may be involved or 8 threatened to be involved, as a part or otherwise, by reason of being or having been such director, officer, employee, advisor, or member; provided a determination is made in the manner provided in Section 2 of this Article that such person (i) was not grossly negligent or guilty of misconduct in the performance of duty to the Association of which said person is or was a director, officer, employee, advisor, or member; (ii) acted in good faith in what was reasonably believed to be in the best interests of the Association; (iii) in any matter the subject of a criminal action, suit, or proceeding, had no reasonable cause to believe that the conduct was unlawful, and (iv) in the case of amounts paid in settlement, that such settlement is or was reasonable and in the best interests of the Association; provided, however, that if at any time any provisions are contained in the laws of the Commonwealth of Virginia prohibiting indemnification in respect of any claim, action, suit, or proceeding except upon a determination of the extent thereof in the manner provided therein, then indemnification in respect thereof shall be made only in accordance with such provisions.
The determination as to (i), (ii), (iii), and (iv) in Section 1 of this Article may be made by an adjudication of a court of competent jurisdiction. All determinations, except those made by such a prior adjudication, shall be made (a) by a majority vote of a quorum consisting of disinterested directors of the Association (namely, directors who are or were not parties to or threatened with any such claim, action, suit, or proceeding), or (b) if such a quorum is not obtainable or, even if obtainable, if the quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the members. In making a determination, the disinterested directors may conclusively rely upon an opinion, as to facts or law, or both, of independent legal counsel selected by them. The termination of a claim, action, suit, or proceeding judgment, settlement, conviction, or upon a plea of guilty or of nolo contendere or its equivalent, shall not of itself create a presumption that the director, officer, employee, advisor, or member was negligent or guilty of any misconduct in the performance of duty to the Association as a director, officer, employee, advisor, or member, did not act in good faith in what was reasonably believed to be in the best interests of the Association, or, in any matter the subject of a criminal action, suit, or proceeding, had reasonable cause to believe that this conduct was unlawful.
Expenses incurred with respect to any claim, action, suit, or proceeding may be advanced by the Association prior to the final disposition thereof upon receipt of an undertaking by the director, officer, employee, advisor, or member to repay such amount as shall not ultimately be determined to be payable to the person hereunder.
The rights of indemnification provided hereunder shall not be deemed exclusive of other rights to which any such director, officer, employee, advisor, or member, now or hereafter may be entitled, shall continue as to a person who has ceased to be a director, officer, employee, advisor, or member, and shall inure to the bene t of such person’s heirs and legal representatives.
The Association, by authorization of the Board of Directors, may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, advisor, or member of the Association, or who is serving or has served at its request as a director, officer, employee, advisor, or member of any other corporation, against any liability asserted against that person and incurred by that person in any such capacity, or arising out of that status as such, whether or not the Association would have the power to indemnify that person against such liability under this Article.
Subject to limitations provided in this Article it is the intention of this Article to give the directors, officers, employees, advisors, and members the maximum indemnification permitted under the law of the Commonwealth of Virginia as it now exists or may exist in the future. If any provision or portion thereof of this Article shall be found, in any action, suit or proceeding, to be invalid or ineffective, the validity and effect of the remaining parts shall not be affected.