American Red Cross Overseas Association

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  • 2019 Constitution and By-Laws Revisions


Distributed January, 2019 for Vote at 2019 Annual Meeting




New Language: 

Voting membership shall be open to anyone who served with the American Red Cross outside of the United States, including U.S. Territories and possessions. 

(Rationale:  There is no longer a need to mention AK and HI; including territories permits more potential members, and new members are needed.  Requiring U.S. citizenship could not be justified, given the global mission.)

Associate membership shall be open to anyone who supports ARCOA’s programs.   Associate Membership is granted upon approval of the Board of Directors.  Membership applications outside of the guidelines may be considered by the Board on a case-by-case basis, and the Board may permit exceptions.

Associate Members cannot vote.

(Rationale:  This liberalization of Associate Membership eliminates the complexities of listing those eligible; for example spouses, domestic partners, and/or relatives in an extended family. ARCOA welcomes all supportive individuals who apply and are approved.)


New language:

The Board of Directors is comprised of the elected officers of President, two Vice Presidents, Secretary, and Treasurer.   Officers are elected for a two-year term.  No Officer shall serve more than two consecutive terms in one office. 

The President shall fill any vacancies of the Board of Directors by appointment of any member duly approved by the Council until the following Annual Meeting when an election can be held.  Until the appointment by the President or a new election, the Executive Committee will assume the vacant officer position’s responsibilities.

The Council will be comprised of the Board of Directors and Standing Committee Chairs.  Standing Committee Chairs are appointed by the Board of Directors and serve at the Board’s pleasure.  Standing Committee Chairs are voting members of the Council and do not have terms.   If any one individual holds more than one Council position, that individual will have only one vote.

Standing Committees are:  Communications (Oversea’r, notices, and website postings),  Archives, Nominating, Database/Website Management, Convention/Meeting Planning, and Publicity/  Outreach.  The Council may create, deactivate or combine Standing Committees.   

In the event of a Council tie vote, the President will break the tie.

An Executive Committee of three members of the Board will govern whenever there is a vacant officer position, until the vacant position is filled.

(Rationale: This language creates a voting/governing body (the Council), adding Standing Committee Chairs responsible for important on-going operations.  Currently the functions of the suggested Standing Committees are being provided by dedicated individuals who do not have the status of Council membership or a vote; or, the function is not being provided at all.)

The Council may create a one-time special term length for any officer position in order to combine positions or permit a desired election timing for more efficient officer turnover.


New language:

The Council shall formulate and implement all policies of the Association not in conflict with the Constitution/Bylaws or the membership as set forth in the minutes of the Annual Meeting.  Said Council shall supervise the operation of the Association.  The Council may spend funds upon the approval of the Board of Directors.

In addition to the duties of the officers described in the Bylaws, a Supplemental Operating Procedures Manual (not part of the Constitution and Bylaws) will provide needed  descriptions of duties.  Such duties may be approved and modified by a majority vote of the Council.

(Rationale:  position duties can become more detailed and more flexible, without amendments to the Constitution or Bylaws and without the complexities of involvement of a diverse and geographically distant membership.  This allows the Council to act swiftly when faced with extenuating circumstances.)


New language:

The Annual Meeting of the Association shall be at the time and place designated by the Council.  This meeting shall be held once each calendar year, with notice sent to all the membership not less than sixty (60) days prior to this meeting.  Such notice may be via USPS, electronic means, posting on the ARCOA website, or via any means the President deems available and efficient.

The Annual Meeting may occur during a Convention, but with Council approval it may be at a time other than Convention.

If an Annual Meeting cannot physically occur due to extenuating circumstances, an electronic meeting may be conducted by the President to fulfill the meeting requirement.  The means of conducting a non-physical meeting shall be at the discretion of the President.

(Rationale:  This allows a non-physical method to be utilized if something prevents a physical annual meeting; for example, severe weather, no Convention Chair, officer illness/non-attendance, problems with a venue, etc.  The Council would not be in violation of the Constitution if a physical meeting was not held.)


Mailing requirements to membership may be fulfilled by utilizing USPS, electronic means, or any other method selected by majority approval by the Council.

(Rationale:  This allows flexibility, plus considerable cost savings.)



New language:

The Annual Meeting of the Association shall convene on the day designated by the Council and shall continue until officially concluded. 

The President shall designate a Parliamentarian for each meeting.  Meetings will be conducted using generally accepted methods of motions, seconds, discussion, and voting.  The President and his/her Parliamentarian designee will consult a recognized Parliamentary Authority (e.g.,  Roberts Rules of Order or The Standard Code of Parliamentary Procedure) to resolve any procedural questions or issues. 

(Rationale:  This change permits the President to expeditiously conduct business without requiring a strict adherence to a particular parliamentary procedure that may cause confusion and/or impede the process.)

The Secretary of the Association shall serve as Secretary of the Annual Meeting and shall be responsible for all secretarial duties at the Annual Meeting.

(Rationale:  This eliminates the term “Recording Secretary.”)

A quorum for the transaction of business in the Annual Meeting shall be 25% of the members with voting rights who registered with the Secretary prior to the time the meeting convenes.  This includes Meeting attendees and properly registered proxy votes.

If the Annual Meeting is not physical, but electronic or by some other means of communication, per Section VI.  ANNUAL MEETING in the Constitution, a quorum for the transaction of business would be 25% of the members with voting rights who responded upon receiving notification of the non-physical meeting stating that they would participate in said meeting.

(Rationale:  This clarifies the definition of a quorum for the transaction of business.)


Language change will substitute “Council” for “Board of Directors” and delete “Recording” from Secretary.

III.  COUNCIL (note new heading)

New language:

The members of the Council shall consist of the elected officers (the Board of Directors) and the Standing Committee Chairs, all of whom are voting members.  A voting member may vote by proxy providing notice in writing or by electronic mail is given to the Secretary before the Council meeting is convened.

Council meetings may be telephonic or electronic or by any means deemed effective by the President.

(Rationale:  This defines the voting members, proxy procedure, and eliminates the title of “Recording Secretary.” It permits flexibility on how meetings are held.)

The first meeting of the Council shall be held immediately or as soon as possible after the new officers are elected at a time, place, and method announced by the President.  At least one additional regular meeting of the Council shall be held during the year at a time and place and/or method (e.g., physical, electronic) designated by the President via notice provided electronically or by whatever effective means as determined by the President at least thirty (30) days prior to said meeting.

A quorum for the transaction of business shall consist of a majority of the members of the Council.  Any four (4) members of the Board of Directors plus four (4) Standing Committee Chairs (total = 8) shall have the right to call a special meeting of the Council for specified purposes by jointly directing the Secretary to notify all Council members at least ten (10) days prior to said meeting of the time, place, and method of the meeting and the names of the Council members calling the meeting.

(Rationale:  The number comprising a quorum and the number of Council members who may call for a special meeting now take into account the Standing Committee Chairs who are voting members of the Council.  It eliminates the terminology of “Corresponding Secretary.”  It permits flexibility on meeting methods.)


The new language will substitute meetings of “Council” instead of “Board of Directors” and will delete references to “Corresponding” and “Recording” Secretaries.

Other new language:

FIRST VICE PRESIDENT:  The First Vice President shall be a member of the Board of Directors and shall be responsible for Awards and Recognition:  Service to Our Own, Humanitarian Service Award, Mary Lou Dowling Fund grants, Condict Awards and Presidential Citations.

SECOND VICE PRESIDENT:   The Second Vice President shall be a member of the Board of Directors and shall coordinate the recruiting and retention of membership and direct District Director responsibilities.

SECRETARY:  The Secretary shall be a member of the Board of Directors and shall record all minutes of the Annual Meeting and Council meetings.  The Secretary shall handle all national correspondence of the Association as found necessary by the President.

VACANCIES:  If an officer position is vacated during a term, the Executive Committee shall cover the appropriate duties until an appointment or new election can be made.

STANDING COMMITTEE CHAIRS:  The duties will vary according to the mission of the  committee.  The duties are described in the Standard Operation Procedures Manual.

(Rationales:  This language assigns STOO and Awards and Recognition to one VP position, thereby eliminating the Third Vice President.  Prior to this, the split of Humanitarian and STOO resulted in minimal responsibilities between two VP positions and MLD grants and Recognition awards were handled by volunteers.

This change also permits flexibility in the event of an officer vacancy, especially for the office of President without obligating the succession.  Succession obligation written into the Bylaws may make it more difficult to find willing individuals to serve, so succession is no longer cast in concrete.)


New Language:

The Association shall distribute at least three times yearly notices and/or publications free of charge to each member.  Such publication may be via USPS, electronic notices, posting on the ARCOA website, or whatever means Council recommends.

(Rationale:  This permits maximum flexibility and cost-savings of publications.  If there is ever a vacancy in the position of the Standing Chair of the Communications Committee, Council notices would constitute the publication requirement.)


New language:

For 2nd paragraph:  All persons desiring associate membership under the Constitution shall submit an application in writing.  The application may be submitted on line via the ARCOA website.  His/her application shall be subject to final approval by the Board of Directors. 

Dues are payable by March 1 of each calendar year. 

Dues payment entitles a member to all official publications and communications, such as the ARCOA Directory, a newsletter, the President’s Letter, and access to the “members only” section of the ARCOA website.

(Rationale:  the complex requirements and procedures for Associate Membership have been eliminated and/or streamlined.)


New language:

When a situation warrants, District Directors shall supervise the affairs of the Association in their Districts under the direction of the Second Vice President and the Board of Directors. 

(Rationale:  This recognizes that electronic communication may eventually “overtake” the need for District Director involvement; however, it recognizes that there may be occasions when District Director activation may be needed; i.e., flexibility.)


The Supplemental Operating Procedures (SOP) Manual supports and complies with the Constitution and Bylaws.  It provides in-depth descriptions of the Board positions and their duties and responsibilities and the duties and responsibilities of each Standing Committee Chair. 

The SOP serves as a Desk Manual providing administrative and funds management detail and any other key information as the Council sees fit.

The Council may modify, enhance, delete any content, or eliminate the SOP.  Such  modifications will comply with the amendment process to the Constitution and Bylaws when required.

(Rationale:  This allows for flexibility in governance, assignment/re-allocation of responsibilities, and addressing unusual circumstances.  Notification process to Association membership would not be required, but on a discretionary basis, unless mandated by the Constitution and Bylaws.) 

American Red Cross Overseas Association (ARCOA) is a 501(c)4 non-profit organization.
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