ByLaws

I. ANNUAL CONVENTION:

The annual Convention of the Association shall convene on the day designated by the Board of Directors and shall continue until officially concluded; order of procedure shall be governed by Robert's Rules of Order. Members eligible to vote at said Convention shall have paid-up membership for the current calendar year.

A member in good standing may authorize in writing another member to vote at the current convention. Said proxy shall be filed with the Recording Secretary prior to any official vote at the Convention. Proxy votes received through electronic mail delivery are acceptable.

The Recording Secretary of the Association elected at the preceding Convention shall serve as Secretary of the Convention and shall be responsible for all secretarial duties at said Convention. A quorum for the transaction of business in the Convention shall be 25% of those registered with the Secretary prior to the time the Convention convenes. This includes Convention attendees and properly registered proxy votes.

II. SPECIAL MEETINGS:

Special meetings of the Association for the purpose of considering matters generally presented to the Convention may be held from time to time pursuant to a resolution of the Board of Directors. Notice shall be issued by the President and attested by the Recording Secretary, setting out the time and place of said meeting. Said notice shall be mailed to each member at least fifteen (15) days prior to the date of said meeting, and no matter shall be presented at said meeting unless set forth in the notice.

III. DIRECTORS:

The members of the Board of Directors shall consist of the elected officials, all of whom are voting members. A Board member may vote by proxy providing notice in writing or electronic mail is given to the Recording Secretary before the Board meeting is convened.

The first meeting of the Board of Directors shall be held immediately after the National Convention has adjourned at a time and place announced by the President elected prior to the adjournment of the National Convention. At least one additional regular meeting of the Board of Directors shall be held during the year at a time and place designated by the President; notice to be mailed to each Director at least thirty (30) days prior to said meeting

A quorum for the transaction of business shall consist of four (4) members of the Board of Directors. Any four (4) members of the Board shall have the right to call a special meeting of the Board for specified purposes by jointly directing the Corresponding Secretary to notify all Board members at least ten (10) days prior to said meeting of the time and place of said meeting and the names of the Board members calling the meeting.

IV. REMOVAL OF OFFICERS AND DIRECTORS:

Any Officer may be removed for cause shown by the Board of Directors, with the consent of at least two-thirds (2/3) vote of the Officers and including proxies. Said Officer is to be given full opportunity to appear personally or in writing, with or without counsel. Vote on such removal may be at the regular meeting or at a special meeting of such Officers, upon notification at least ten (10) days prior to said meeting citing the grounds on which removal of said Officer is contemplated, at a date, time and place where said prospective Officer to be removed may appear in defense of such removal.

The President shall fill any vacancies of the Board by appointment of any member duly approved by the Board of Directors until the following Convention when elections can be held. ARCOA Constitution and Bylaws, May 21, 2011 as amended:

V. DUTIES OF OFFICERS:

PRESIDENT:

The President shall preside at all meetings of the Convention and at all meetings of the Board of Directors. The President shall have the general executive power of the Association to appoint all committees deemed necessary and pertinent except the Nominating Committee. The President shall serve as ex-officio member on all committees except the Nominating Committee, and shall have general supervisory powers over the acts of all of the other Officers and Directors. From time to time, as cases may arise, the President advises members through the Corresponding Secretary of the affairs of the Association and shall carry out the policies of the Association as determined in the Annual Convention and by the Board of Directors.

FIRST VICE PRESIDENT:

The First Vice President shall be a member of the Board of Directors, and in the event of the vacancy of the office of the President, the First Vice President shall assume all duties of the office of President. The First Vice President serves as Chair for the International Humanity Service Award.

SECOND VICE PRESIDENT:

The Second Vice President shall be a member of the Board of Directors, and in the event of the vacancy of the office of President and First Vice President, the Second Vice President shall assume all duties of the office of President, and in the event of the vacancy of the office of the First Vice President, the second Vice President shall assume the duties of said officer. The Second Vice President serves as Membership Chair.

The Third Vice President shall be a member of the Board of Directors, and in the event of the vacancy of the office of the President and First and Second Vice Presidents, the Third Vice President shall assume all duties of the office of President, and in the event of the vacancy of the office of the First and Second Vice Presidents, the Third Vice President shall assume the duties of the office of the First Vice President, and in the event of the vacancy of the office of Second Vice President, the Third Vice President shall assume the duties of said office. The Third Vice President serves as Chair for Service To Our Own.

The First, Second, and Third Vice Presidents shall assume duties and responsibilities in carrying out the policies of the Association that the President may designate.
TREASURER: The Treasurer shall be a member of the Board of Directors and shall be the custodian of all funds of the Association and shall pay out said funds only on order signed by the President in accordance with a resolution adopted by the Board of Directors, which authorization shall be kept as part of the permanent records of the Treasurer. The Treasurer shall also keep a true and accurate set of books, showing all funds received, from whom received, and for what purposes, also showing all funds disbursed, to whom paid and for what purpose, and also such other records as the Board of Directors may designate. The Treasurer shall receive all funds for membership and make due record thereof. The Treasurer shall be the custodian of the official financial records of the Association.
SECRETARIES: There shall be a RECORDING SECRETARY and a CORRESPONDING SECRETARY who shall be members of the Board of Directors. Duties of said Secretaries shall be differentiated and in keeping with the title of the office: said Recording Secretary shall record all minutes of the Annual Convention and Board of Directors of the Association; the Corresponding Secretary shall handle all national correspondence of the Association as found necessary by the President.

VI. PUBLICATION:

The Association shall publish at least three times yearly a publication to be mailed free of charge to each member of said Association or to eligible members if the Board of Directors sees fit. Said publication shall be prepared by a Publicity Committee designated by the President and shall contain a statement of the affairs of the Association and such other and further pertinent matters as the Directors see fit. ARCOA Constitution and Bylaws, May 21, 2011 as amended: page 5

VII. MEMBERSHIP:

Membership in this Association shall consist of Active Members, Life Members, and Associate Members. All persons eligible for voting membership under the Constitution and desiring to become Active Members or Life Members of the Association shall sign an application in writing setting forth the place and time of their overseas service with the American Red Cross and shall designate whether they desire to become regular Active Members or Life Members. The dues structure will be approved at the Convention. An Active Member in good standing is defined as having paid dues for the current year. A Life Member is someone who has paid the established fee for such membership.

All persons eligible for associate membership under the Constitution and desiring to become Associate Members of the Association shall sign an application in writing stating whether: 1) He or she is the husband or wife of a voting member, or 2) He or she has served with the American Red Cross outside the Continental United States but was not a citizen of the United States at the time, or 3) He or she has actively supported the Association's programs in the past. His or her application shall bear the names of two Active Members and shall be subject to the final approval of the Board. Annual dues entitle a member to all official publications and communications, such as the American Red Cross Overseas Association (ARCOA)Directory, The Oversea'r, the President's Letter, etc. Dues are payable by March 1 of each calendar year.

VIII. DISTRICTS:

All District Directors shall supervise the affairs of the Association in their Districts under the direction of the President and Board of Directors of the Association. All activities of the Association relating to the furtherance of the Association and affairs affecting each District shall be channeled through the Director of said District.

IX. STANDING COMMITTEES:

The President shall with the consent of the Board of Directors appoint the following standing committees:

1. CONVENTION:

If an invitation is issued to the ARCOA National Board of Directors by an active ARCOA local unit, the president of said local unit will have charge of appointing the Convention Committee and its chair. If no local unit exists where the National Association desires to hold its Convention and a temporary group cannot form for the purpose of putting on the Convention, the national President shall appoint a Convention Chair and committee to carry out the project. It shall be the duty of said Convention Committee to arrange a place for the Convention, hotel accommodations, speakers, entertainment, and appropriate publicity in cooperation with the national Publicity Chairman. The Committee shall report frequently to the President and Board during the succeeding year as to the progress of the Convention arrangements.

2. NOMINATING:

The Nominating Committee shall consist of a minimum of three (3) members, one of which may be a member of the Board of Directors. The Committee shall be elected at the Convention to serve for the following year and should represent the diversity of the Association. The Committee shall provide the slate of candidates at the annual Convention. Additional candidates may be nominated from the floor. If more than one candidate is nominated for an office, written ballots will be conducted.
Adopted June 30, 1990
Amended June 27, 1994
Amended May 21, 2011

Note: The term "mail" shall be defined as traditional postal delivery or electronic delivery suitable for printing.