july 20, 2018 re: association by-laws changes dear...

July 20, 2018 Robbie Robertson Secretary, Virginia Moose Association P.O. Box 4433 Lynchburg, VA 24502 Re: Association By-Laws Changes Dear Robbie, The Association By-Laws Committee was presented with recommended changes and reviewed and approved by the Committee. In accordance with our current By-Laws, I request the changes per the attached red lined By-Laws be distributed to the Lodges and Delegates of the Annual Convention to be held in Roanoke, Virginia on August 23rd to August 26th, 2018. The revised By-Laws will be presented by the By-Laws Committee for the approval of all changes. Upon approval by our Association, the Revised By-Laws will be submitted to the General Governor of Moose International, Inc. for final approval. Fraternally, Ken Emerson Chairman By-Laws Committee Virginia Moose Association

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Virginia Moose Association, Inc. By-Laws


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INDEX TO ARTICLES

ARTICLE NO. TITLE: I NAME II OBJECTIVES III AUTHORITY IV MEMBERSHIP V COMPOSITION VI GOVERNING BODY VII ASSOCIATION BOARD OF OFFICERS VIII PERSONAL LIABILITY IX DUTIES OF ELECTED OFFICERS X DUTIES OF APPOINTED OFFICERS XI QUORUM XII ADOPTION-EFFECTS-AMENDMENTS XIII RULES OR ORDER XIV COMMITTEES XV NOMINATION & ELECTION OF OFFICERS XVI VACANCIES IN OFFICE XVII ASSOCIATION DUES XVIII MEETINGS XIX LODGE REPRESENTATIVES XX ORDER OF BUSINESS XXI HONORARY PAST PRESIDENT


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BY-LAWS OF THE

VIRGINIA MOOSE ASSOCIATION, INC.

ARTICLE I Name

The name of the Association shall be the “Virginia Moose Association, Inc.”, hereafter referred to as “Association”, a Virginia non-profit corporation.

ARTICLE II Objectives

The objectives of the Association are to bring together in closer fraternal cooperation the lodges of the Loyal Order of Moose and the membership of such lodges in the Commonwealth of Virginia to promote the purposes of the Loyal Order of Moose; to build the membership strength of the Order; to exchange ideas and ideals which may be of benefit to the various lodges and their members; to promote interest in the Moose Legion, the work of the Ritual staffs and similar units; to encourage a broader interest in lodge activities (including but not limited to family and sports); to stimulate participation in community service programs; to adopt programs and projects for the betterment of Mooseheart and Moosehaven, including the building of the Endowment Fund for the support of these institutions; to contribute to programs of Moose Charities; to foster closer relationships between lodges in Virginia and other lodges throughout the Fraternity; and to coordinate the programs and directives of Moose International, Inc. and the Supreme Lodge.

ARTICLE III Authority

By consent of the Supreme Council, the lodges of any state shall organize and maintain a state association composed of the lodges of that state. The Association at all times shall be amenable to and under the supervision of Moose International, Inc. and the Supreme Lodge, its officers, its Executive Committee, the Supreme Council, and be bound and governed by The General Laws, The Constitution and By-Laws of Moose International and the Supreme Lodge of the Loyal Order of Moose.


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ARTICLE IV Membership

Membership in the Association shall consist of all Lodges and Moose Service Centers of the Loyal Order of Moose in the Commonwealth of Virginia that are in good standing with Moose International.

ARTICLE V Composition

1. For the convenience in carrying out the functions of the Association, Areas and Districts comprised of geographically related lodges shall be established by the Executive Board of the Association.

2. The current composition of the Association is as follows: EASTERN AREA District 1 shall consist of the following lodges: I. Aragona Village 1198 II. Exmore 683 III. Portsmouth 898 IV. South Norfolk 464 V. Suffolk 141

District 2 shall consist of the following lodges: I. Hampton 1514 II. Newport News 1119 III. Warwick 1711 IV. Williamsburg 757

District 3 shall consist of the following lodges: I. Callao 917 II. Colonial Beach 1267 III. Lancaster County 2527 IV. Middlesex 2401 V. Montross 2333 VI. Tappahannock-Warsaw 2133 VII. Gloucester 886


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NORTHERN AREA District 4 shall consist of the following lodges: I. Arlington 1315 II. Centreville 2168 III. Culpeper 1348 IV. Dale City 2165 V. Franconia 1076 VI. Fredericksburg 1655 VII. Herndon 2274 VIII. Manassas 1380 IX. Stafford 2215 X. Vienna 1896 XI. Warrenton 1695 XII. Woodbridge 583

District 5 shall consist of the following lodges: I. Berryville 2139 II. Front Royal 829 III. Leesburg 1041 IV. Mt. Jackson 979 V. Stephens City 2483 VI. Strasburg 403 VII. Winchester 1283 VIII. Woodstock 575

District 6 shall consist of the following lodges: I. Luray 1413 II. Shenandoah 2176 III. Staunton 1635 IV. Timberville 2335 V. Verona 2172 VI. Waynesboro 1309 VII. Blue Ridge 2135


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MID STATE AREA District 8 shall consist of the following lodges: I. Chesterfield 1980 II. Colonial Heights 1783 III. Dinwiddie 1993 IV. Hopewell 1472 V. South Hill 1872

District 9 shall consist of the following lodges: I. Richmond-Lakeside 1714 II. Manchester-Richmond 699 III. Powhatan 1840 IV. Richmond-East 1947 V. Sandston 1937 VI. Tuckahoe-Richmond 1163 VII. Caroline County 2610 VIII. Ashland 2099 IX. Louisa 2065

WESTERN AREA District 7 shall consist of the following lodges: I. Buchanan 2182 II. Clifton Forge 1683 III. Covington 610 IV. Lexington 1700

District 10 shall consist of the following lodges: I. Lynchburg 715 II. Farmville 968 III. Appomattox 975 IV. Altavista 1433 V. Brookneal 1507 VI. Lynchburg South 1727 VII. Piney River 2032 VIII. Bedford 1897


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District 11 shall consist of the following lodges: I. Bassett 383 II. Roanoke 284 III. Rocky Mount 1053 IV. Salem 2573 V. Smith Mountain Lake 2346 VI. Vinton 1121

District 12 shall consist of the following lodges: I. Pulaski 2087 II. Dublin 2360 III. Floyd 2300 IV. Pearisburg 1338 V. Wytheville 394 VI. Galax 733 VII. Montgomery County 1470

District 13 shall consist of the following lodges: I. Tazewell 198 II. Smyth County 1004 III. Washington County 1966

3. The lodges to be included in the various Districts and the number of Districts may be altered by the Executive Board of the Association at their discretion for the betterment of the Association.

4. Each District within the Association shall hold a minimum of four (4) regular meetings during the Association fiscal year with at least one (1) meeting being held in each calendar quarter.

5. Each District shall elect annually (prior to the Association Annual Convention) its governing board of officers, composed of President, Vice President, Prelate and Secretary/Treasurer. The Junior Past President of the District (providing he completed his term satisfactorily) shall serve on the District Board of Officers.

6. Each District shall submit to the Association Nominating Committee (in writing) the name of its elected President for approval by the Nominating Committee. The name must be submitted no later than the


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meeting of the Nominating Committee on the first day of the Association Annual Convention. The President elect shall be available to the Association at the Annual Convention for the purpose of being installed into office.

7. The District President shall be the presiding officer at all District meetings (in the absence of the President, the Vice President, Prelate, and Junior Past President shall preside in this order). The President shall appoint chairmen for all standing and special committees; he will appoint replacements for any vacancy on the District Board; he will attend all meetings of the Association and will be prepared to deliver an official report (verbally and in writing) on the status of the District; he shall be the official representative of his District at all Association meetings; he shall assist lodges within his District on all Association matters and will support the programs of Moose International; and he shall counter-sign all checks drawn by the District Secretary/Treasurer.

8. Each District may, on a vote at a regular meeting, allocate monies for the District President to attend the Association Annual Convention, Association Mid-Year Conference, and the Moose International Annual Convention. If monies are allocated the District President must give a verbal and written report of the content of the meeting(s) he accepts monies to attend and failing to give these report(s) shall at the request of the District refund all allocated monies within 30 days of the request.

9. All monies collected by the District for Moose Charities shall be submitted directly to Moose Charities and all monies collected by the District for charitable projects of the Association shall be submitted to the Association.

ARTICLE VI

Governing Body The governing body of the Association shall be the Association itself.

ARTICLE VII Association Board of Officers

1. The Association Board of Officers shall consist of: Junior Past President, President, Vice President, Prelate, Treasurer, Secretary, and District Presidents. These officers shall be elected at the Annual Convention. Appointed officers shall be: Sergeant-at-Arms, Asst. Sergeant-at-Arms,


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Inner Guard, and Outer Guard. The Duly Authorized Representative of Moose International, special representative(s) and appointee(s), and Supreme Lodge representatives and appointees, who are Active Members in their respective lodges, and whose lodges are in good standing with Moose International and the Association shall also serve on the Association Board of Officers. All Past Presidents of the Association will be members of the Association Board of Officers.

2. The Executive Board of Officers of the Association shall consist of: Junior Past President, President, Vice President, Prelate, Treasurer, Secretary, and the Duly Authorized Representative of Moose International or Moose International Special Representative shall serve as Ex-Officio.

3. The Executive Board of Officers during the time the Association is not in session shall take general charge and supervision of the affairs of the Association and perform such duties as may be necessary and proper to protect the interests, promote the welfare and accomplish the objectives of the Association.

4. Except where prohibited by these By-Laws, the Association Board of Officers between meetings of said Board, shall have the right, by recorded action, to delegate its powers (except the power to appropriate funds of the Association) to the Executive Board for the purpose of expediting the performance of functions otherwise performed by said Association Board of Officers.

5. Prior to the Annual Convention of the Association, the Audit Committee shall audit the books of the Association and of each District within the Association and report its findings on the floor of the Convention at the appropriate time. The Association Board of Officers or the President (with the authority of the Executive Board) may order an audit of any funds of the Association or any District of the Association, or any Chairman of the Association, and the Audit Committee shall deliver a written report of its findings to the President and Secretary of the Association and said Audit Report shall also be reported to the Association at the next regular meeting.

6. The Association shall pay the housing expense and provide without cost the registration fee(s) and special session fee(s) of all Official Visitors hosted by the Association at its Annual Convention and/or Mid-Year Conference.


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ARTICLE VIII Personal Liability

Each person who is or has been a director or officer of this Association and has acted in good faith and in a manner he reasonably believed to be in the best interest of the Association and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, shall be indemnified by the Association against expenses including attorneys fees necessarily incurred by such person in connection with the defense or settlement in any action or proceeding to which he is a party, alone or together with others, with reason of his being or having been a director or officer acting in a managerial capacity. Each such person shall also be reimbursed by the Association for any amounts paid by such person in satisfaction of any judgment or settlement in connection with such act, suit or proceeding, unless such person shall be adjudged in such action, suit or proceeding to be liable for misconduct in the performance of his duties.

ARTICLE IX Duties of Elected Officers

The duties and responsibilities of the elected officers shall include, but not be limited to the following:

1. President: a. Be the fraternal leader of the Association. b. Preside at meetings. c. Appoint officers and committee chairmen, subject to the approval of

the Association Executive Board. Appointed officers shall include Sergeant-at-Arms, Assistant Sergeant-at-Arms, Inner Guard, Outer Guard, and if necessary, Assistant Inner and Outer Guards.

d. Serve as Chief Executive Officer of the Corporation. e. Attend conferences, conventions, and meetings of Moose

International as required. f. Serve as an ex-officio member of all Association committees. g. Establish goals and objectives for the Association during his term. h. Visit the lodges of the Association during his term. i. Give a verbal and written report to the Association at its Mid-Year

Conference and Annual Convention during his term. j. Perform other duties as required.


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2. Vice President: a. Preside at meetings in the absence of the President. b. Be the mentor and counselor to the District Presidents; assisting

them in performing their duties and responsibilities. c. Assist the President in the performance of his duties and be prepared

to perform such duties should the President be unable to perform the duty or to complete his term in office.

d. Attend conferences, conventions and meetings of Moose International as required.

e. Visit lodges within the Association as often as possible. f. Perform other duties as required.

3. Prelate: a. Preside at meetings in the absence of the President and Vice

President. b. Deliver all prayers as requested during his term. c. Serve of the depository for reports of illness and death; and notify

members of the Association of the names of persons he knows are ill or have died throughout his term.

d. Attend conferences, conventions, and meetings of Moose International as required.

e. Visit lodges of the Association as often as possible. f. Perform other duties as required.

4. Treasurer: a. Be an authorized signature on authorized checks of the Association. b. Review and verify the deposits of the Association. c. Deliver a financial report governing the funds of the Association at

the Association Annual Convention. d. Assist the Secretary in preparation of the Annual Budget of the

Association. e. Visit lodges of the Association as often as possible. f. Attend conferences, conventions and meetings of Moose

International as required. g. Perform other duties as required.

5. Secretary: a. Be the Secretary of the Corporation. b. Keep minutes of all Association meetings.


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c. Keep the accounts of the Association and draw checks to pay authorized debts and obligations of the Association.

d. Keep all funds in proper accounts. e. Arrange and coordinate the Association meetings, including the Mid-

Year Conference and the Annual Convention. f. Attend conferences, conventions and meetings of Moose

International as required. g. Give a verbal and written report to the Association at its meetings,

including the Mid-Year Conference and Annual Convention. h. Make certain all required filings, reports, renewals, fees, etc. for the

Association are timely remitted. i. Present to the Association Board at its meetings all correspondence

and bills for review and approval. j. Make certain that the necessary insurance and bond coverage is in

place for the Association. k. As allowed by Moose International and approved by the Association,

he can be compensated for his services as Secretary. l. Visit lodges of the Association as often as possible. m. Perform other duties as required.

6. District President: a. Be a member of the Association Board of Officers, but not the

Executive Board of Officers. b. Preside over the meetings of the District to which he was elected. c. Be a fraternal leader, encouraging members and lodges to promote

and participate in the programs of Moose International and the Association.

d. Familiarize himself with the duties of the District President, District Officers and Committee Chairmen.

7. Junior Past President: a. Serve in this office by virtue of his having successfully completed his

term as President of the Association. b. Be a member of the Association Executive Board of Officers. c. Preside at Association meetings in the absence of the President, Vice

President, and Prelate. d. Advise the Board on projects carried over from his term as President.


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e. Serve as the Installing Officer of the Association for the purpose of installing the elected officers of the Association.

f. Visit lodges of the Association and promote the programs and projects of Moose International and the Association.

g. Perform other duties as required.

ARTICLE X Duties of Appointed Officers

The duties and responsibilities of the appointed officers shall include, but not be limited to the following:

1. Sergeant-at-Arms: a. Assist at Association meetings in the roll call of officers and lodges. b. Collect fines when imposed at Association meetings as directed by

the presiding officer. c. Maintain decorum at Association meetings. d. Visit lodges of the Association and promote the programs and

projects of Moose International and the Association. e. Serve at the will of the President. f. Perform other duties as required.

2. Assistant Sergeant-at-Arms: a. Assist at Association meetings in the roll call of officers and lodges in

the absence of the Sergeant-at-Arms. b. Collect fines when imposed at Association meetings as directed by

the presiding officer in the absence of the Sergeant-at-Arms. c. Maintain decorum at Association meetings in the absence of the

Sergeant-at-Arms. d. Visit lodges of the Association and promote the programs and

projects of Moose International and the Association. e. Serve at the will of the President. f. Perform other duties as required.

3. Inner Guard: a. Serve at the will of the President. b. Be responsible to ascertain that all members and persons attending a

meeting of the Association are qualified to attend. c. Assist the Sergeant-at-Arms at the Mid-Year Conference and Annual

Convention in the collection of the Endowment Fund and other collections as directed by the presiding officer.


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d. Visit lodges within the Association and promote the programs and projects of Moose International and the Association.

e. Perform other duties as required. 4. Outer Guard:

a. Serve at the will of the President. b. Be responsible for the door at all meetings of the Association; and

maintain proper decorum outside the meeting room to permit the uninterrupted conduct of business by the Association.

c. Assist the Sergeant-at-Arms at the Mid-Year Conference and Annual Convention in the collection of the Endowment Fund and other collections as directed by the presiding officer.

d. Visit lodges within the Association and promote the programs and projects of Moose International and the Association.

e. Perform other duties as required. 5. Committee Chairman:

a. Familiarize himself with the programs of the Committee to which he has been named Chairman.

b. Formulate and prepare an annual plan for the program to which he serves of Chairman.

c. Serve as the presiding officer of the meetings of his committee. d. Prepare a written report to present (verbally) at the meetings of the

Association and Annual Convention. e. Deposit all funds of his committee with the Secretary of the

Association. f. Serve at the will of the President. g. Deliver to any successor Chairman of his committee all funds, books,

papers, and other property of the Association that he may have in his possession.

h. Attend District meetings and promote the programs and projects of his committee.

i. Visit lodges within the Association as often as possible to promote the programs and projects of his committee.

j. Cooperate with all officers and chairmen of the Association in the promotion of projects and programs of his committee and those of other committees and Moose International and the Association.


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ARTICLE XI Quorum

1. Any number of duly accredited Delegates, representing at least a majority of the member lodges in good standing, shall constitute a quorum for the transaction of business at any duly authorized session of the Association provided that the President, Vice President, Prelate or Junior Past President (in that order) be present to preside.

2. Accredited Delegates consist of the Governor, Administrator/Secretary, and one (1) additional Delegate for each fifty (50) Active Members on the rolls, or a majority fraction thereof; provided that no one lodge shall be entitled to a representation exceeding fifteen (15) Delegates nor cast more than fifteen (15) votes. The Association Secretary will send to each lodge a Certification letter stating the number of delegates to be elected for each lodge.

3. No Delegate will be allowed to vote at an authorized session of the Association if his Lodge is NOT IN GOOD STANDING with Moose International, Inc. or the Association.

4. Each Delegate elected to represent his Lodge at a meeting of the Association shall receive from his Lodge a certification letter of his election prepared by the Lodge Administrator, under seal of the Lodge. The certification letter shall state the date of the general membership meeting wherein the Delegate was duly elected and that it is recorded in the minutes of the meeting. The elected Delegate shall present the certification letter at the time of his registration.

5. Each Delegate present for a vote of the Association shall be entitled to one (1) vote subject to the limitations stated forth in Section 2 of this Article. A Delegate who holds multiple lodge memberships shall only cast one vote per election.

6. All Past Presidents of the Association, and all members of the Executive Board of Officers of the Association, who are members of lodges IN GOOD STANDING within the Association, shall be entitled to all the rights and privileges of a Delegate, and shall NOT be counted as part of the lodge entitlement referred to in Section 2 of this Article.

7. Any Duly Authorized Representative of Moose International and any Special Representatives of Moose International or the General Governor’s Office at Moose International, appointed to serve the Association, shall be entitled to all the rights and privileges of a


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Delegate, and shall NOT be counted as part of the lodge entitlement referred to in Section 2 of this Article.

8. A majority of all votes cast shall decide all questions except those involving amendment, alteration or additions to these Association By-Laws.

ARTICLE XII

Association By-Laws Adoption-Effects-Amendments

1. These Association By-Laws shall become effective when adopted by the majority vote of the Association at its Annual Convention meeting in 2018 and when approved by the General Governor of Moose International as required by The General Laws of Moose International, Inc. – Section 51.3.

2. Any alteration, amendment, or addition to the Association By-Laws must be presented in writing to the Association By-Laws Committee for review and approval. Following approval by the By-Laws Committee, they shall not become effective until ratified by majority of the vote cast at a regular Annual Convention of this Association or at a legislative meeting of this Association and then only after they have been approved by the General Governor of Moose International, Inc.

3. When any Article or Section of these By-Laws is found to be in conflict with any Article of the Constitution of the Loyal Order of Moose or any Section of the General Laws of Moose International, Inc. – then that part of any conflict shall be void and to the extent possible the remaining Article or Section shall remain in full force and effect. Where necessary the language of any Article or Section in these By-Laws discovered to be in conflict with the Constitution of the Loyal Order of Moose or with the General Laws of Moose International, Inc. then as required the language shall be re-written to make the Article or Section conform and be no longer in conflict.

ARTICLE XIII Rules of Order

Roberts Rules of Order (latest edition) shall govern all proceedings of the Association while in session and decide all points of order when not otherwise provided for by these By-Laws or the General Laws of Moose International, Inc.


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ARTICLE XIV Committees

The Association shall name standing committees as necessary to coincide with those committees established by Moose International, Inc. The Association establishes the following standing committees:

• Credentials ° Registration

• By-Laws & Resolutions • Rules & Orders • Elections • Training & Education • Audit • Heart of the Community • Activities

° Sports ° Family & Youth ° Seniors

• Membership: ° Conservation & Retention

• Government Relations ° Legal Advisor

• Moose Charities: ° Endowment ° Special Projects as directed by Moose Charities

• Loss Prevention • Communications:

° Webmaster ° Publications ° Directory ° Signs ° Memorial ° State Photographer ° Audio/Visual

• Scholarships • Virginia House • Massey Cancer • Safe Surfin


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• Special Olympics Softball • Youth Awareness • Mooseheart/Admissions • Moosehaven/Admissions • Higher Degrees • Raffle • Hospitality • Merchandise

Each Standing Committee Chairman is authorized to appoint Sub-Chairmen subject to the approval of the Association President and Association Executive Board to facilitate the business and affairs of the Committee. Except where otherwise provided, all Committee Chairmen shall be appointed by the President (with the approval of the Executive Board of Officers) and shall serve a term prescribed as: at the conclusion of the Annual Convention until the adjournment of the next Annual Convention or until such time as their successor has been appointed, or until such time as the President removes the Chairman from his duties.

ARTICLE XV NOMINATION AND ELECTION OF OFFICERS

1. The Nominating Committee of the Association shall be appointed by the President and be comprised of: the Executive Board of Officers, District Presidents, all Association Past Presidents, and five (5) representatives (who shall be committee chairmen and shall be selected from five (5) lodges IN GOOD STANDING of the Association).

2. All nominees for the Executive Board of Officers must be a Past Governor of the Order and a Past District President.

3. The nominee for Secretary of the Association will be elected for a three year term. A dispensation from the General Governor of Moose International, Inc. is required for a nominee to run for a third consecutive term.

4. The nominee for President of the Association must have served at least one year on the Executive Board of the Association, and may not have previously served as President of the Association.


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5. The nominee for Treasurer of the Association will be selected from a rotation basis from the member’s primary lodge. The Treasurer will be selected from the Northern Area and rotation to the Western Area, Mid State Area and Eastern Area yearly. The election of any office of the Executive Board will maintain this order of rotation of all offices and the replacement of any officer must come from the Area to keep the Executive Board representative of all Areas.

6. Any Active Member of a lodge IN GOOD STANDING with Moose International and this Association may submit his name for a specific office that is to be filled from his respective Area in the current election. The Nominating Committee shall give consideration to all Active Members that have been submitted for nomination to a specific office, and shall place in nomination at least one (1) candidate for each office to be filled. Nominations for District President shall come from the specific District Board; and unless rejected by the Nominating Committee the submitted Active Member shall be nominated for the specific District President office. Should the Nominating Committee reject a nominee for District President, the Committee shall notify the District Board of Officers who shall then convene a caucus of the members present to select another nominee for the District President office. If the District is unable to hole a caucus to present a candidate to the Nominating Committee of the Association, the District President in office shall continue in the office until such time as his successor can be elected and approved by the Executive Board.

7. Any Active Member of the Association who has submitted his name for a specific office, and who is a member of a lodge IN GOOD STANDING with Moose International and this Association, but not placed in nomination by the Nominating Committee, shall have his name placed upon the ballot by filing a petition with the Secretary of the Association as outlined in Section 8 below.

8. The written petition to place a name upon the ballot as outlined in Section 7 above shall contain substantially the following words: “We the undersigned Active Members of lodges within the Virginia Moose Association hereby nominate __________________ (Petitioner’s Name), an Active Member of ____________________ Lodge No. ______, for the office of ____________________.” Below this heading on lines numbered consecutively shall be a place to record the following: Active


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Member’s Name printed, MID number, Lodge Name and FRU Number, and the Signature of the Named Undersigned. Said Petition must be delivered to the Association Secretary prior to the beginning of the Annual Convention Session wherein the election is to be held. The Petition must contain not less than ten (10) percent of the registered Delegates attending the Annual Convention.

9. A Past President of this Association is ineligible to serve in any elected office of this Association unless prior written dispensation is obtained from the General Governor of Moose International, Inc.

10. Campaigning for office is prohibited. This includes the printing, circulating or distribution of any written or printed materials, the transmission or display of any electronic media, or via method of having anyone act on behalf of any candidate. Prohibited acts include any recommendation, suggestion, endorsement, opposition of other candidates, or solicitation of votes. A person running for office may personally ask for a person to vote for him, but may not distribute any written, printed or electronic message for this purpose. Any candidate that is determined to have violated this prohibition shall be declared ineligible and his name shall be withdrawn from the ballot or if elected, his election shall be set aside and voided and the office shall be declared vacant.

ARTICLE XVI

Vacancies in Office 1. The President (or the Vice President in the case of the President), with

the consent and approval of the Executive Board of Officers, shall have the power to declare any office vacant (except the office of Secretary) if an Officer misses three (3) meetings, the Officer has in the opinion of the Board failed to perform his duties, the Officer has conducted himself in such a manner as to be considered “unbecoming” a Loyal Order of Moose member, has become an Expired or Dropped Member in the Loyal Order of Moose, or is a member of a lodge that is NOT IN GOOD STANDING with Moose International or this Association.

2. The Office of Secretary may be declared vacant providing that the majority of the Executive Board of Officers vote that, in their opinion, the occupant has failed to perform the duties of the office or has conducted himself in such a manner as to be considered “unbecoming”


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a Loyal Order of Moose member, has become an Expired or Dropped Member in the Loyal Order of Moose, or is a member of a lodge that is NOT IN GOOD STANDING with Moose International or this Association.

3. The President may declare any Committee Chairman, Committee member, or appointed Office vacant if in his opinion the occupant has failed to perform the duties of the Committee or to the Office he was appointed, the member has conducted himself in such a manner as to be considered “unbecoming” a Loyal Order of Moose member, has become an Expired or Dropped Member in the Loyal Order of Moose, or is a member of a lodge that is NOT IN GOOD STANDING with Moose International or this Association.

4. The Executive Board of Officers may appoint a replacement Association Board Member for the duration of the current term, if said office becomes vacant.

5. Any Association Officer that is removed from office shall NOT be eligible to hold an Association office or Chairman position for a period of three (3) years from the year in which he is removed.

ARTICLE XVII

Association Dues 1. Each Lodge of the Association shall remit to the Secretary on the last day

of April of each year, a sum equivalent to $2.00 per Active and Expired Member on the rolls of the Lodge as indicated by Moose International as of October 31st of each year. The Secretary will issue an invoice to each Lodge of the Association. The maximum invoiced Association Per Capita Dues to any one Lodge shall NOT exceed $15,000.00 per year. Each Lodge shall remit $1.00 per application to the Association for membership promotion. The minimum Application Quota Fee to be paid to the Association will be the same as the Lodge Quota assigned by Moose International.

2. A Lodge will be considered “NOT IN GOOD STANDING” if its Association Dues are not paid in full by May 31st of the year invoiced, unless the Lodge has made arrangements with the Association Secretary for payment terms.

3. Lodges deemed “NOT IN GOOD STANDING” will not be allowed to have voting Delegates at any Association meeting, participate in any Association activity, be permitted to have any Active Member of its


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Lodge hold any office or committee position of the Association, or to earn any Association awards. The “NOT IN GOOD STANDING” status will not be removed until the Lodge has paid in full its debt to the Association or made arrangements with the Association Secretary for payment terms.

4. This Article does not prohibit an Active Member of any Lodge within the Association to attend any meeting of the Association; however, the Active Member will not be entitled to vote at any such meeting.

ARTICLE XVIII

Meetings 1. The Association shall have four meetings per fiscal year: Fall

Conference, Mid-Year Conference, Spring Conference and the Annual Convention. The Association Board shall meet at the Fall Conference, Spring Conference and the Annual Convention. The Executive Board of Officers will determine who, in addition to the Association Board, will be required to attend the Fall and Spring Conferences. The Executive Board of Officers may call other meetings when it deems it in the interest and welfare of the Association.

2. The Executive Board of Officers will determine the time and place of all meetings.

3. The time devoted to the Mid-Year Conference and the Annual Convention shall be limited to six (6) sessions not exceeding four (4) days in duration.

4. The Mid-Year Conference shall be held on available dates during the months of January to April, and the Annual Convention shall be held on available dates during the months of July to October. The meetings shall be held on consecutive days.

5. A registration fee, as determined by the Executive Board of Officers, may be charged those members attending a meeting of the Association.

ARTICLE XIX Lodge Representatives

In accordance with Chapter 51 of The General Laws, The Constitution and By-Laws of Moose International and the Supreme Lodge of the Loyal Order of Moose, the Lodge Governor and the Lodge Administrator are the Lodge


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Representatives for the purpose of representing the Lodge at all Association Conventions, Conferences, District Meetings, workshops and training seminars as required by Section 51.5. This Association requires that both the Lodge Governor and the Lodge Administrator shall attend all Association Conventions, Conferences, District Meetings, workshops and training seminars. Any Lodge in the Association that does not comply with this policy risks being placed in a “NOT IN GOOD STANDING” status with this Association. All requests to be excused as the Lodge Representative at the Association’s Conventions, Conferences, meetings and events shall be submitted with justification and the name of his Alternate Representative to the Association President prior to the meeting. The Association President has the authority to approve or not approve any request to be excused. In any instance where the Lodge Governor or the Lodge Administrator is properly excused as the Lodge Representative, the Lodge shall select an Alternate Representative. The Alternate Representative selected by the Lodge shall be an elected officer of the current Lodge Board of Officers, or when necessary, the Lodge shall select any active member to serve as an Alternate Representative. The penalties for not complying with this policy are:

1. First Time Violation – A warning letter from the Association and intervention by the District President;

2. Second Time Violation – Social Quarters permit suspended for seven (7) consecutive days and intervention by the Territory Manager;

3. Third Time Violation – Penalties imposed at the discretion of the General Governor and the Executive Board of Officers including but not limited to the Lodge cannot vote on matters before the Association and the Lodge cannot participate in the Association sporting events.

Second and Third Time Violations can only be imposed within twelve (12) consecutive months of a previous violation.

ARTICLE XX Order of Business

The agenda for the Annual Convention and the Mid-Year Conference shall be established by the Executive Board of the Association and approved by Moose International, Inc. and coordinated with the Association’s Rules & Order Committee through the Regional Manager or other designated representative of Moose International, Inc.


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ARTICLE XXI

Honorary Past President This Association may, at its Annual Convention, and following the recommendation by the Resolutions Committee and a favorable vote by the Executive Board of Officers upon the presented Resolution, confer the title of Honorary Past President upon an Active Member of the Loyal Order of Moose. This honor may be conferred posthumously.


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CERTIFICATE OF ADOPTION

We, the undersigned, do hereby certify that we are respectively the President and Secretary of the Virginia Moose Association, Inc. We do further certify that we have carefully examined the foregoing By-Laws of said Association and that they constitute a true and correct copy of the By-Laws adopted by the Virginia Moose Association by two-thirds (2/3) vote at its Annual Convention held at the Sheraton Hotel and Conference Center, Roanoke, Virginia, on August 23-25, 2018, at which a quorum was present. We do further certify that the original copy of said By-Laws is on file with the Secretary of this Association. IN WITNESS THEREOF, we have hereto subscribed our names this 25th day of August 2018. Association Seal ____________________________________ John Layman, President ____________________________________ Robbie Robertson, Secretary Attest: __________________________ Larry Meade, Regional Manager __________________________ Ken Emerson, Chairman By-Laws Committee


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CERTIFICATE OF APPROVAL

I, Mike Leuer, the undersigned do hereby certify that I am General Governor of the Supreme Lodge, Loyal Order of Moose. I do further certify that I have examined the foregoing By-Laws of the Virginia Moose Association and find the same in accordance with the Constitution and General Laws of Moose International and the Supreme Lodge. IN WITNESS THEREOF, I have hereunto subscribed my name and affixed the seal of Moose International this _____ day of ____________, 2018. ____________________________________ Mike Leuer General Governor Moose International Seal


july 20, 2018 re: association by-laws changes dear...

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