Bylaws of the Hawaii Chapter of The Retired Officers Association
  

Section 1. The Board of Directors will constitute the governing body of the Chapter and accordingly bears ultimate

 responsibility for Chapter policy and decisions affecting Chapter policy.

Section 2.  Nine members and the Chapter President shall serve as the Board of Directors for the Chapter.  Any Regular, Associate or Auxiliary member of the Chapter is eligible to be nominated and elected to the position of Director on the Board of Directors. Three shall be elected at each annual election for a three-year term. Members receiving the three greatest number of votes will be elected for a three (3) year term. (Ties will be resolved with a coin toss.)

Section 3. The elected Board of Directors shall elect a Board of Director member to serve as Chairman of the Board of Directors and three Chapter members to the offices of President, First Vice President, Second Vice President and Third Vice President.  The Board of Directors by a majority vote, may remove a member from the position of Chairman, President, First Vice President, Second Vice President or Third Vice President.  If a vacancy occurs within the Board of Directors, the remaining Directors on the Board of Directors shall elect a replacement from the Chapter members, by majority vote. The Board of Directors shall elect a member to any vacancy of President, First Vice President, Second Vice President.

Section 4. The Board of Directors are members of the Executive Committee and possess all the powers of the members    of the Executive Committee in addition to those stated in this Article.

Section 5. The Board of Directors shall approve the budget.

ARTICLE XII  Executive Committee

Section 1. The Executive Committee shall supervise, control, and direct the affairs of the Chapter, within the limits of the bylaws, shall actively prosecute its purposes, and shall disburse necessary funds as approved in the budget. The Executive Committee may adopt rules and regulations for the conduct of its business as may be deemed advisable.

Section 2. The presiding officer of the Executive Committee is the President. The Executive Committee is the management body of the Chapter and shall consist of the Board of Directors, Officers, the immediate past President, and any members appointed by the President with the approval of a quorum of the Executive Committee. All members of the Executive Committee can vote on all matters of concern to the Chapter except for the election of the President, First Vice President, Second Vice President and Third Vice President which is reserved for the Board of Directors only.

Section 3. The Executive Committee shall meet upon the call of the President at such times and places so  designated and shall also be called to meet upon a demand of a quorum of the Executive Committee members.

Section 4.  A quorum of the Executive Committee shall be seven [7] members of that Committee.

Section 5.  Each member of the Executive Committee shall be entitled to one vote. Proxy voting shall not be permitted.

Section 6.  In December of each year the Executive Committee shall submit a budget for the following year for approval by the Board of Directors.  The budget may be amended during the year with approval of the Board of Directors.

Section 7.  Any Executive Committee member who fails to attend two consecutive meetings for reasons other than health, and without prior notification to the President or Secretary may be dropped by action of the Executive Committee.    If a vacancy occurs in the Executive Committee, except for the offices of President, First Vice President, Second Vice President and Third Vice President, the Executive Committee shall by a quorum vote to select a Chapter member to fill the position.