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PSYCHOLOGICAL OPERATIONS ASSOCIATION (POA)

BY-LAWS

(Please Note That The By-Laws Are Presently Undergoing Review for Revision)

ARTICLE I

NAME AND HEADQUARTERS

1. The name of this corporation (hereafter designated The Association) shall be the Psychological Operations Association.

2. The national headquarters of The Association shall be in the City of Washington, District of Columbia, unless established elsewhere by vote of the National Board of Directors.

ARTICLE II

OBJECTIVES

1. The goals of The Association, as set forth in the Articles of Incorporation, are as follows:

a.   To encourage and support our Armed Forces in planning for, developing and maintaining a strong capability to perform assigned mission or task involving psychological operations in support of National Defense Foreign objectives;

b.   To offer advice and assistance to other Department of Defense (DOD) and non-DOD United States Governmental Agencies in any authorized involvement or participation thereof in Psychological Operations activities;

c.   To encouraged and foster better understanding of Psychological Operations among neutral and friendly nations in support of United States Government foreign policy goals and objectives;

d.   To encourage, foster and develop relations of helpful interest among all persons presently and formerly engaged in whatever capacity in Psychological operation activities;

e.   To foster, promote, encourage and finance as able. scientific, research, education, training, and publications in the broad field of Psychological Operations.

2. In the accomplishment of these objectives, The Association shall have the power to specifically set forth in the Articles of Incorporation and incidental thereto and also those granted to it by Title 29, Chapter 5, 1981 Edition, District of Columbia Nonprofit Corporation Act, as from time to time amended.

ARTICLE III

MEMBERSHIP

1. Membership

There shall be two classes of members of The Association - active and honorary. Unless qualifies by the word "honorary", in referring to membership in The Association, the word "member" or "members"as used hereafter shall be deemed to mean "active member" or "active members", as the case may be. Active members may be given such further designation by the Board of Directors may from time to time determine.

2. Active Members

Any person who has an interest in the furtherance of psychological operations doctrine, training and operations and who supports the objectives of The Association shall be eligible to election as an active member of The Association. Membership will be offered to personnel of Allied and Friendly countries.

3. Honorary Members

The Board of Directors may elect any member or former member of the Armed Forces of the United states and any United States civilian who is or has been concerned with psychological operations as an honorary member of The Association.

4. Voting

Only active members of The Association shall have the right to vote and only active members of The Association shall be eligible to hold office other than honorary office.

5. Elections of Membership

a. The election to active membership shall be entrusted to the membership committee.

b. Any person desiring to become a member shall make written application to the National Secretary-treasurer; said application shall be in such form and contain data as may be prescribed by the Association Officers.

6. Membership Dues

a. The Board of Directors shall establish, from time to time, the dues to be paid by active members and shall fix the date or dates when dues are payable. In lieu of paying annual dues, a member can become a life member of The Association subject to the provisions of Section 7 of this Article by paying such life membership dues as the Board of Directors shall establish.

b. Any member whose dues shall remain unpaid shall be notified of that fact. Any member five (5) months in arrears in his or her dues may, after further formal notice of one (1) month, be dropped from the rolls of The Association by the Membership Committee. Any member (6) months in arrears in his or her dues, who has been notified of that fact and who has failed to make payment thereof, shall not be entitled to vote or hold office.

7. Withdrawal and Termination

a. Any member may withdraw from The Association at any time by tendering his or her resignation in writing, but such resignation shall not become effective until such member shall have paid all obligations due The Association from him at the time of such resignation. Any honorary member may resign at any time by tendering his or her resignation in writing and such resignation when received by The Association shall immediately become effective.

b. Any member may be terminated for cause by a vote of four (4) members of the Membership Committee. Any member having been terminated may be reinstated by the Association Officers on such terms as it may prescribe. Any honorary member may be terminated for cause by a vote of nine (9) members of the Board of Directors.
ARTICLE IV

BOARD OF DIRECTORS

1. The management of the affairs of The Association shall be vested by a Board of Directors consisting of Twenty-four (24) members of The Association elected to the Board, the National President, Vice Presidents, Secretary-Treasurer and all the Past Presidents. All Directors shall have the same voting privileges. Of the twenty-four (24) elected Directors, eight (8) shall be elected to serve for three (3) years, eight (8) shall be elected to serve for two (2) years, and eight (8) shall be elected to serve for one (1) year. Those Directors on the original Board who shall have to stand for re-election after serving a term of one and two years respectively, shall be drawn by lot.

2. The Board of Directors shall meet once every six (6) months and five (5) members thereof shall constitute a quorum. Special meetings by the board of Directors may be called:

a. By either the the National president or,

b. By the National Secretary-Treasurer promptly after receipt of the written request of of either four (4) members of the Association Officers or five members of the Board of Directors.

At least three (3) days notice of the special meetings shall be given to all members of the Board of directors. Unless otherwise provided herein, a vote of the majority of the members present at any meeting at which there is a quorum shall govern.

3. Subject to the provisions of Section I of this Article IV, any vacancy occurring among such twenty-four (24) members of the Board of Directors may be filled by the Board of Directors. In case a member is so elected to fill an unexpired term, he/she shall fill the vacancy only for the balance of the term, such term shall be deemed to be one full term for the purpose of computing consecutive terms. In the event that, in the opinion of the Board of Directors, the vacancies in the aforesaid national offices shall have reached a point where, even with the assumption of the Office of National president by order of progression hereinafter provided, the proper functions of The Association is endangered, the Board of Directors may fill an unexpired term of any office until his or her successor shall have been elected and qualified. Membership in the Board of Directors shall be terminated by the expiration of term of office, death or resignation of a director and may be terminated at any time by action of the Board itself in the event any director shall fail to attend more than three (3) consecutive meetings of the Board of Directors.

4. The Board of Directors shall submit at the annual meeting of The Association, a report of the affairs of the latter, which shall include an abstract of the financial and membership status of The Association and a review of The Association's activities for the fiscal year, together with any suggestions or recommendations it may deem appropriate respecting past and future activities of The Association.

ARTICLE V

OFFICERS

1. Duties

a.   The officers of The Association shall perform the duties hereinafter described under the title of their respective offices. The tour of office for Association Officers is two (2) years.

b.   They shall be elected bi-annually and shall hold office from the time of their elections shall become effective until their successors are elected and qualified.

c.   Nominees may come directly from The Association membership to the Nominating Committee.

2. National President

a.   The National President shall be the Chief Executive Officer of The Association. He/She shall appoint all standing committees, except subcommittees of the Board of Directors. He/She shall have, and shall exercise the usual functions of a president.

b.   The National President shall have general supervision of the affairs of The Association and of the Board of Directors; he/she shall be ex officio. a member of all standing committees and of all subcommittees thereof with vote. All his or her duties shall devolve upon the Vice Presidents in order of seniority.

c.   The National President, or in his or her absence, a National Vice President, shall have the authority to sign all written contracts or other instruments of The Association.

d.   A National Vice-President, in order of his/her election, and the National Secretary-Treasurer, in the event of resignation, death or other incapacity of the National president, shall in order of their seniority succeed to the office of the National President, and shall continue to hold such office for the remainder of the terms of office to which he/she has succeeded, and until a successor has been elected and shall have qualified or until the incapacity of the national president shall cease, as the case may be.

3. National Vice President

The Vice President's duties shall be as may be prescribed herein, in addition to any other duties placed upon them by resolution of the Board of Directors.

4. National Secretary-Treasurer

a.   The National Secretary-Treasurer shall keep the roster of members and the record of the status of annual dues and shall have custody of correspondence and records. In addition to any other duties, he/she shall be responsible that suitable arrangements are made for the annual and other meetings of The Association, of the Board of Directors and of the Officers, the proceedings of which he/she shall record; he/she shall submit such reports as may be called for at any meeting of the Board of Directors and of the Officers; he/she shall be responsible for the management of the Executive Offices and shall have the power to contract in the name of The Association for such services and supplies as are necessary for its operation.

b.   He/She shall collect all monies due The Association and perform such other duties as may be incidental to his/her office and of The Association immediately upon receipt in the name of the The Association in a bank or trust company designated by the Board of Directors and all payments shall be made by check over his/her signature or that of the National president or a national Vice-President.

c.   He/She shall pay amounts justly due The Association without limitations as to the amount except as may be prescribed by the Board of Directors. Such Board shall fix the amount of bond. if any, to be furnished on behalf of the National Secretary-Treasure.

d.   He/She shall report his or her financial accounts in writing at each annual meeting of The Association and on request to the Board of Directors and to the Officers. His/Her accounts shall be audited by the Finance Committee.

e.   The foregoing duties may be modified or assigned from time to time to the National Assistant Secretary-Treasurer by the Board of Directors or Association Officers.

f.   The Board of Directors may authorize the payment of compensation for the services of the National Secretary-Treasurer.

5. National Assistant Secretary-Treasurer

A National Assistant Secretary-Treasurer may be appointed by the Board of Directors and shall perform the duties of the National Secretary-Treasurer in the absence or incapacity of such officer, and such other duties as the Board of Directors and the Association Officers may from time to time assign.The board of Directors may authorize the payment of compensation shall fix the amount of bond, if any, to be furnished on behalf of the National Assistant Secretary-Treasurer.

ARTICLE VI

COMMITTEES

1. There shall be the following Standing Committees:

a.   By-Laws and Resolution Committee

b.   Finance Committee

c.   Membership Committee

d.   Committee of Military Organization and Instruction

e.   Publications Committee

f.   Committee of Honorary Membership and Awards

(1). The Walker-Ewing Award

(2) The General Stilwell Award

g.   National Convention Committee

2.   All Standing Committees shall be appointed by the National president as soon as his/her election as practicable, and shall continue in office at the pleasure of the National President, or until their successors have been appointed.

3.   A majority of the members of any committee shall constitute a quorum, and the vote of a majority of those persons at the meeting shall govern.

4.   The President shall have the power to appoint such other committees as he/she or his or her Board of Directors deem advisable from time to time.

ARTICLE VII

MEETINGS

1.   Annual Meetings

      The Annual Meeting of The Association shall be held each year at such time and place as may be determoned by the Board of Directors.

2.    Special Meetings

       Special Meetings may be called by the National president at such time and place as he may deem necessary, or when so requested in writing by two-thirds (2/3) of the members of the Board of Directors, the notice of the meeting to set forth the purpose of the meeting. At any special meeting, no business other than than that specified in the notice shall be transacted.

3.    Notice of Meeting

       Notice of each annual meeting and notice of each special meeting shall be mailed by the National Secretary=Treasurer to each member not less than thirty (30) days and fifteen (15) days, respectively, before the date fixed for the particular meeting.

4.    Quorum

       Members or delegates or both having in all twenty-five (25) votes shall constitute a quorum at all meetings of The Association.

5.    Delegates

       each chapter, at a meeting fixed by it at least twenty-five days (25) days prior to an annual meeting and at least ten (10) days prior to a special meeting of The Association may elect delegates in the ration of one (1) delegate for every (20) active members, or major fraction thereof, on its rolls as of December 31 of the preceeding year, and each such delegate will have twenty (20) votes. These delegates, in addition to the President and Secretary of the Chapter, shall represent the chapter at any meeting of The Association but such President and Secretary shall vote only for themselves unless otherwise elected as a delegate.

6.    Absentee Voting

       The Board of Directors, Association Officers, and each Standing Committee shall have the power to make its own rules and procedures with respect to the absentee voting by any of its own members. Such rules and procedures shall be established in writing and a copy filed with the National Secretary-Treasurer. the Board of Directors shall further have the power to establish rules and procedures for the submission of ballots my mail by the general membership on any issue it may deem appropriate.

7.    Procedure

       Robert's Rules of Order shall be the parliamentary guide and shall govern the proceedings at all meetings of The Association.

ARTICLE VIII

LOCAL CHAPTERS

1.    Upon petition directed to the National Secretary-Treasurer and signed by not less than five (5) members of The Association in any locality stating their desire to form a local unit for the more intimate achievement of the purposes of The Association, such unit to be known as a local chapter, the National Secretary-Treasurer of The Association shall immediatelyauthorize a meeting for such inauguration.

2.    When not less than fifteen (15) members shall have enrolled as members of such a chapter, The Associationshall issue a suitable charter thereto, signed by the NationalPresident and the National Secretary-Treasurer of The Association.

3.    The By-Laws of a local chapter shall be in conformity with the By-Laws of The Association. They shall not become effective until they have been submitted to, and shall have been approved by, the National President.

4.     Each chapter shall be designed and known as Chapter No: ___ of the Psychological Operations Association.

5.    Where a chapter has been created, members of the chapter shall pay their annual national dues to the chapter and such dues shall be in the amount prescibed under Article III, Section6a. Plus, any amount determined by the chapter for local chapter activities.

6.    Chapters shall submit to the National secretary-Treasurer on or before December 31st of each year, a full and complete annual report on the status of dues for that year. The chapter shall remit to The Association the annual national dues of each of its members collected by it.

7.    If the annual national dues collected by the chapter is not paid to the National Secretary-Treasurer by April 1st of each year following the organization of the chapter, the National President is empowered to suspend the charter of such delinquent chapter. If such delinquency shall not have been removed by the time of the next ensuing annual meeting, it will be called to the attention of the Board of Directors, which is empowered to revoke the charter of the delinquent chapter.

8.    Each chapter shall, through the National Secretary-Treasurer, keep The Association generally advised of its activities.

ARTICLE IX

NOMINATIONS

1.   An Ad Hoc Nominating Committee of five (5) members, none of whom may be candidate for office while serving on said Nomination Committee, shall be appointed by the National President on or before January 1 of each year to hold office until June 30 of that year. This Committee shall, on or before April 1, deliver to the National Secretary-Treasurer a list of nominees for the offices of National President, National Vice President and National Secretary-Treasurer, and, to correspond with the provisions of Article IV, Section I, members of the Board of Directors. The Committee's report shall be accompanied by a written acceptance by each nominee of his or her nomination. Promptly after receipt of the Committee's report, the Secretary-Treasurer shall furnish a copy thereof to any member who may request such copy. By signed petition of fifteen (15) members of The Association additional candidates shall be added to the list of nominations if such petition is received by the national Secretary-Treasurer on or before April 10 of the particular year accompanied by a written acceptance by the nominee to his/her nominating Committee, the names, if any, of members nominated by petition as herein above provided, and the respective offices for which they are candidates shall be printed in separate lists on the same ballot sheet with an accompanying biographical sketch of each nominee. In case any nominee nominated by the Nominating Committee withdraws his or her nomination, the National Secretary-Treasurer shall report the fact of such withdrawal to the Nominating Committee, which shall then nominate another member for the office if such withdrawal is received in sufficient time to permit such further nomination.

ARTICLE X

ELECTIONS

1.    The National Secretary-Treasurer shall mail on or before may 1 to each member entitled to vote a ballot listing the names of the candidates for the several offices falling vacant, and stating the time of the closure of the voting. Each voter shall prepare his ballot by marking the space opposite the names of the respective candidates of his choice or by crossing out the name of the candidates rejected by him, and may write in the name of any eligible member of The Association. In no event shall the voter mark his ballot for more candidates than there are offices to be filled. The voter shall enclose his/her ballot in an envelope and seal the same. He/She shall then enclose the sealed envelope in a second envelope marked "Ballot for Officers and Directors", seal the same, and shall then write his/her name thereon for identification. the ballot thus prepared and enclosed shall be mailed or delivered to the National Secretary-Treasurer.

2.    The National president shall, on or before May 1 appoint three (3) Tellers of Election whose duty shall be to canvas the votes cast and certify the same to the National President or Presiding Officer at the subsequent session of the Association Officers, The term of office of the Tellers of Election shall expire when the results of the election are announced by the National President.

3.    The National Secretary-Treasurer shall certify to the competency and signature of all voters, and shall deliver unopened all ballots to the Tellers of Election.Ballots without the endorsement of the voter written on the outside envelope shall be considered defective. ballots which contain more names voted on than there are offices to be filled are thereby defective, and shall be rejected by the Teller of Election.

4.    The voting for the election of Officers and directors shall close at 12 o'clock noon on the first Wednesday in June of each year. The Tellers of Election shall not receive any ballot after the stated time for the closing of the voting. The Tellers of Election shall first open and destroy the outer envelope and shall then open the inner ones, canvas the ballots and certify the results to the National President. The National President shall immediately thereafter announce the candidates having the greatest number of votes for their respective offices and declare them elected for their respective ensuing terms.

ARTICLE XI

SCHEDULE

1.   The fiscal year and the term of officers and one-year directors shall be on June 30 of each year.

2.   The yearly schedule of elections and annual meetings of members shall be nearly as possible as follows:

January 1
(on or before)

Nominating Committee of Five (5) members appointed by the National President.

April 1
(on or before)
Nominating Committee submits report of nominees to National Secretary-Treasurer.

April 10 -
(on or before)
Last day for National Secretary-Treasurer to receive nominations by petition.

May 1
(on or before) Secretary-Treasurer sends out letter ballots for officers. national President appoints three (3) Tellers of Election.

June -
First Wednesday Polls close at noon.

June 15
Tellers certify results of election to the National President. National Secretary-Treasurer notifies newly elected officers and directors of the election.

ARTICLE XII

ORDER OF BUSINESS

1.   At the annual meeting of The Association, the order of business shall be as follows:

Reading the minutes of preceding meeting

Report of Board of Directors

Report of Officers

Report of Standing Committees

Miscellaneous business

Announcement of election of new officers and directors.

Installation of new officers

Literary and social program

Adjournment

2.   This order of business may be changed at any meeting by a majority vote of the members present or represented as aforesaid.

ARTICLE XIII

1.   The insignia of The Association shall consist of any emblem to be approved by the Board of Directors.

2.   The corporate seal of The Association shall be a circular seal with the name of the corporation seal of The Association around the border and the year of organization in the center and shall be kept in the custody of the National Secretary-Treasurer If and when so directed by the Board of Directors, a duplicate of the seal may be kept and used by such officer or employee of The Association as may be designated.

3.   The Board of Directors in their discretion may submit to the members of The Association other than at an annual of special meeting of the members of The Association any question for vote by ballot, in which case the Board of Directors shall determine the manner and details of balloting.

ARTICLE XIV

1. The Board of Directors shall have the power to make, amend, and repeal the By-Laws of The Association by vote of two thirds (2/3) of those present at any meeting, provided, however, that any proposed change of the By-Laws must be submitted to the members of the Board of Directors in advance of the meeting at which it is to be voted upon. No power to change the By-Laws in whole or in part shall rest with the Association Officers. On its own initiatives, the Board of Directors may, or, when requested in writing by thirty (30) members of The Association, the Board of Directors shall refer a proposed change of the By-Laws to members of The Association for their vote, in which case, the change shall become effective only upon the affirmative vote of a majority of the members voting and then only if there shall have been at least fifty (50) votes cast in favor of the proposed change of the By-Laws to members at an annual or at a special meeting or on a ballot without meeting. If a proposed change is to be submitted at a meeting, the notice of the meeting shall set forth such proposed change in full if a proposed change is to be submitted to members to be voted on by ballot without meeting, the Board shall inform the members of the proposed change in full and shall prescribe the manner in which, and the time within which, the balloting shall take place. All changes in the By-Laws, however made, shall be communicated to the members of The Association at such time and by such means as the Board of Directors shall determine.

ARTICLE XV

REGISTERED OFFICE AND AGENT

1.   The registered office and registered agent of The Association in the District of Columbia shall be as designated by the Board of Directors

Dated: Washington, DC
              January 2, 1985

THE PSYCHOLOGICAL OPERATIONS ASSOCIATION

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