DACOR, Inc. Bylaws

 

(as approved at the Special Members’ Meeting on October 1, 2015)


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Article I. General Provisions
Article II. Membership and Dues
Article III. Rights of Members
Article IV. Board of Governors
Article V. Officers
Article VI. Committees
Article VII. Membership Meetings
Article VIII. Amendments


Diplomatic and Consular Officers, Retired, Incorporated, hereinafter referred to as DACOR, Inc., or DACOR, was incorporated under Title 29 of Chapter 6 of the District of Columbia Code (1951) on November 28, 1952.

Article I. General Provisions

Section 1. Name and Corporate Seal. This Corporation shall be known as DIPLOMATIC AND CONSULAR OFFICERS, RETIRED. Use of the abbreviations DACOR, Inc. or DACOR is authorized. The name, date, and place of incorporation shall be inscribed on the corporate seal of DACOR.

Section 2. Offices. The principal office of this Corporation shall be at 1801 F Street, NW, Washington, D.C. 20006. The Corporation may establish and maintain offices at any other place or places as the Board of Governors may determine from time to time.

Section 3. Records. All records of the Corporation including, but not limited to, Certificate of Incorporation, Bylaws, minutes of meetings, membership lists, and financial records shall be maintained at the Corporation’s principal office.

Section 4. Status. The Corporation is a nonprofit organization.

Section 5. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January of each year.

Article II. Membership and Dues

Section 1. Eligibility. Members are retired, former, and active duty members of the Foreign Service of the United States, their spouses, and such other categories as are set forth below in Section 2. Except as set forth in Article III, all members, regardless of category or dues paying status, shall enjoy equal rights and privileges.

Section 2. Categories of Membership

 

a. Regular (voting) Members: Retired and former members of the Foreign Service elements of the foreign affairs agencies of the United States Government: Department of State, the former United States Information Agency, Agency for International Development, Department of Agriculture (Foreign Agriculture Service), Department of Commerce (U.S. and Foreign Commercial Service), and their predecessor and successor agencies; and other retired or former officers of the United States Government who served overseas or domestically in capacities principally related to foreign affairs.

b. Associate (nonvoting) Members:
1) Active duty members of the agencies listed in 2.a. They also may join and pay dues as regular members.
2) Surviving spouses/partners of deceased members. (“Partners” has the meaning as used by the Department of State)
3) Former spouses/partners of retired, former, and active duty members.
4) Foreign affairs professionals and others whose special circumstances warrant membership.
5) Spouses/partners of members automatically become associate members.

c. Honorary Members: Persons elected by the Board of Governors (Article IV) may become honorary members of DACOR. The Director General of the Foreign Service is an honorary member during his or her tenure in that position. Secretaries of State shall be invited to become honorary members by the President of DACOR. In all cases, the spouse shall be considered to have the same privileges of honorary membership.


Section 3.  Applications. Applications for membership shall be made to, and acted upon, by the Executive Committee (Article VI, Section 1), or the Membership Committee on its behalf, or delegated to the Executive Director in routine cases.

Section 4. Dues and Fees. Dues for all categories of membership shall be determined from time to time by the members at an annual or special meeting based on recommendations of the Board of Governors. The Board of Governors may on its own authority adjust dues by amounts not to exceed cost of living index changes since previous adjustment.

Fees shall be established from time to time by the Executive Director subject to Finance and Budget Committee review and the approval of the Executive Committee.

Section 5. Termination of Membership.

 

a.  Any member whose dues are in arrears for six months or more may be suspended or dropped from membership after due notice by the Executive Director after consultation with the Executive Committee.

b.  In order to protect the best interests, reputation, and proper functioning of DACOR, the Executive Committee may take action to expel a member or terminate membership for cause. In such case, the member shall be given notice in writing of the reason for termination and may appeal in writing or request a hearing by the Executive Committee in order to contest the action. If no such appeal or request is received in writing within 30 days, the decision is final. A decision shall be made by the Executive Committee within 30 days of receipt of an appeal or conclusion of a hearing. Reinstatement may be authorized by the Executive Committee.


Article III. Rights of Members

Section 1. Right to Vote. Regular members shall be entitled to one vote. There shall be no proxies.

Section 2. Eligibility for Office. Only Regular (voting) members in good standing may hold elective or appointive office in the Corporation, except as provided in Article IV, Section 2.

Article IV. Board of Governors

Section 1. There shall be a Board of Governors, hereinafter called the Board. The Board shall establish DACOR policies and give direction to DACOR’s operations and activities.

Section 2. Composition. The Board shall consist of 25 elected Governors, of whom not more than three may be associate members. The Governors shall be elected at the annual meeting of the members in accordance with Sections 3, 4, and 5 of this Article. In addition, with the approval of the Executive Committee, the President may nominate and the Board may appoint up to two Governors, each for a single three-year term, if that is necessary in order to ensure appropriate representation of Foreign Service constituencies on the Board.

Section 3. Nomination. Subject to Executive Committee approval, the President shall appoint a Nominating Committee of three DACOR members whose duty shall be to solicit suggestions for nominees and to prepare a slate of nominees for Governors. The ballot shall also contain two blank spaces for write-in votes, and the Nominating Committee shall have this slate sent to all regular members at least 40 days before the next annual meeting. The Committee shall also prepare a slate of candidates qualified to be DACOR officers. In preparing both slates, the Committee shall bear in mind demonstrated active interest in DACOR and its activities on behalf of members.

Section 4. Elections and Vacancies.

 

a. Each year, at least eight Governors shall be elected to serve for three years, for a total of 25 elected Governors at any time. Ballots must be received by the time of the annual meeting. Ballots may be cast in person, by mail, or electronically. New terms shall commence as of the date of the first Board meeting following the annual meeting, unless otherwise specified. Vacancies occurring on the Board between elections may be filled by the Board of Governors. Such members shall serve until the end of the term of the person replaced, and shall be eligible for nomination and election to one additional term. Governors shall be eligible for reelection and may serve for two successive terms. Those who have so served shall not be eligible for reelection for one year.

b. Removal for Cause. Governors may be removed from the Board for cause by a vote of three-quarters of the entire Board of Governors. In such a case, the member shall be given notice in writing of the reason for removal and may appeal in writing or request a hearing in order to contest the action. If no such appeal or request is received in writing within 30 days, the decision is final. A decision shall be made by the Board within 30 days of receipt of an appeal or conclusion of a hearing. The Board may hear the appeal in a special meeting or may delegate the hearing and response to the Executive Committee. Reinstatement may be authorized by the Board.


Section 5. Honorary Governors.

 

a. Past Presidents of DACOR, upon the expiration of their terms of office shall become Honorary Governors for life. A retiring president who is an elected Governor may complete his/her term as Governor.

b. In addition, the Board may elect annually by two-thirds vote of the entire Board, an Honorary Governor for life chosen from among present or past Governors. The Dacorian so chosen must have performed services highly valuable to the Government of the United States or to DACOR, Inc.

c. Honorary Governors may not vote, but otherwise may attend Board meetings and participate fully.


Section 6. Meetings.

 

a. The Board shall meet at least three times each year. The spring meeting shall be held as soon as practicable after the annual meeting of members to elect officers and transact other business as necessary. Seven voting members shall constitute a quorum. A special meeting of the Board shall be called for upon the written request signed by three voting members of the Board. Special meetings also may be called by the President or, in the President’s absence, by the Vice President. Each notice of a special meeting shall state the purpose for which it is called. Advance notice of at least 24 hours of place, date, and hour of any regular or special meeting of the Board shall be given to each Governor.

b. Members of the Board may vote during meetings in person. If urgent business requires a vote between meetings, it may be done electronically with the results recorded by the Secretary. There may be no proxies. Voting Board members shall be only the 25 elected by the membership, the 2 appointed Board members, and incumbent DACOR officers.


Article V. Officers

Section 1. Number, Election, and Terms of Office. The officers of the Corporation shall consist of President, Vice President, Secretary, Treasurer, Assistant Secretary, and Assistant Treasurer. Officers, if not Governors, shall be voting Board members. Except for the Assistant Secretary and Assistant Treasurer, officers of the Corporation shall be elected annually by a majority vote of the Board at its regular spring meeting following the annual meeting of members. Officers shall hold office until the next spring meeting of the Board and are eligible for reelection. The Executive Committee at any time may appoint a member of DACOR to fill an officer vacancy temporarily until such time as the Board acts to fill such vacancy permanently.

Section 2. President. The President shall act as Chairman at all Board and Executive Committee meetings. The President shall guide the Executive Director in the performance of the tasks of that office. The President shall perform all duties incident to the office of the President, and such other duties as may be delegated from time to time by the Board. The President serves as an ex-officio nonvoting member of each standing committee. A President shall serve no more than two one-year terms.

Section 3. The Vice President. The Vice President shall have such powers and duties as may be delegated by the President or Board of Governors. In the absence or disability of the President, the Vice President, unless the Board shall determine otherwise, shall be vested with the powers, and perform the duties, of the President.

Section 4. Secretary. The Secretary shall act as Secretary at all meetings of the Corporation and shall give, or cause to be given, all required notices of governance meetings, shall record all governance meetings, and, in general, perform all duties incident to the office of the Secretary, and have such other powers and duties as may be delegated from time to time by the Board.

Section 5. Treasurer. The Treasurer shall be the chief financial officer of the Corporation. The Treasurer shall monitor the income, expenditure, and investment accounts of the organization, and as may be required from time to time, shall report to the Executive Committee and the Board of Governors on the status of the financial resources of the organization. The Treasurer shall provide advice relative to financial resources that may be committed or required. The Treasurer shall perform any other duties assigned by the President or the Executive Committee.

Section 6. Assistant Secretary. The Assistant Secretary shall be appointed by the President with the advice of the Nominating Committee, and have such powers and duties as may be delegated from time to time by the Secretary or the Executive Committee. The Assistant Secretary shall assist the Secretary, as required, in the performance of duties. In the absence or disability of the Secretary, the Assistant Secretary shall be vested with all the powers and perform all the duties of the Secretary.

Section 7. Assistant Treasurer. The Assistant Treasurer shall be appointed by the President with the advice of the Nominating Committee, and have such powers and duties as may be delegated from time to time by the Treasurer or the Executive Committee. The Assistant Treasurer shall assist the Treasurer, as required, in the performance of duties. In the absence or disability of the Treasurer, the Assistant Treasurer shall be vested with all the powers and perform all the duties of the Treasurer.

Section 8. Executive Director

 

a. Duties. The Executive Director is the chief administrator of the Corporation and is responsible for day-to-day operations of the Corporation under the general supervision of the President and by delegation from the Board. The Executive Director serves as an ex-officio, non-voting member of the Executive Committee and of each standing committee. The Executive Director keeps the corporate seal of the Corporation and uses it as required. Together with the President, the Executive Director executes, and acknowledges on behalf of the Corporation, all contracts, documents, bonds, or other instruments authorized by the Board. The Executive Director may sign checks in amounts not exceeding a limit set by the Board of Governors; checks greater than that limit also must be signed by another officer who has check-signing authority. The Board of Governors, or the Executive Committee acting for the Board, determines which officers will hold such authority.

b. Appointment. Upon the selection of a candidate by the Executive Committee, the President shall appoint the Executive Director. The Executive Committee shall approve the Executive Director’s job description, salary, and benefits.

c. Staff. The Executive Director shall be assisted by such personnel as may be approved by the President and the Executive Committee.


Article VI. Committees

Section 1. Executive Committee.

 

a. The Board shall have an Executive Committee consisting of the officers and four Governors appointed by the President. The President also may appoint others to the Committee, but they shall be non-voting members of the committee. Unless otherwise determined by the Board, the Executive Committee shall exercise any and all powers and perform any and all duties of the Board whenever the Board is not in session. It also shall have such other powers and duties as may be delegated from time to time by the Board provided that, without special authority from the Board, the Committee shall not have power to buy or sell real estate or amend these Bylaws. The President, as Chair of the Executive Committee, shall be assisted by the Vice President as Vice Chair in arranging all meetings and preparing agendas for the Committee, which shall meet at the call of the Chair.

b. The Executive Committee shall keep regular minutes of its meetings and transactions which shall be decided by a majority of the voting members present. There shall be no proxies. The presence of a majority of the voting members of the Executive Committee shall constitute a quorum. During meetings, members may vote in person or by video or telephone conference. If urgent business requires a vote between meetings, it may be done electronically with the results recorded by the Secretary.


Section 2. Standing Committees.

 

a. The Finance and Budget Committee shall be chaired by the Treasurer and shall be responsible for recommending to the President and the Board an investment program for the Corporation. It shall oversee all investments of funds. The Committee will review annually the budget proposals for the ensuing year. These will be prepared by the Executive Director in cooperation with the Treasurer, the other Standing Committee Chairmen, and the DACOR staff. The Committee will recommend modifications depending on the availability of funds and such other criteria as the Executive Committee may prescribe. An agreed budget will be presented to the Executive Committee and, ultimately, the Board, for final action prior to the beginning of the fiscal year. Out-of-cycle recommendations by Committee Chairmen for additions or changes in emphasis of current programs will be reviewed by the Committee and pertinent recommendations forwarded to the Executive Committee. The Vice President shall serve as a nonvoting ex-officio member of the committee; the Assistant Treasurer shall serve as a voting member.

b. The Audit Committee shall recommend to the Board an independent auditor to perform an annual comprehensive audit as required by law and guidelines that may be set by the Executive Committee. The Audit Committee chair shall be nominated by the President, be approved by the Board, and report to the Board.

c. With the approval of the Executive Committee, the President shall appoint chairpersons, determine the composition, and specify the duties of all other standing committees. The President either shall appoint, or authorize committee chairpersons to appoint, members to serve on committees. All committees shall create their own rules of procedure to accomplish their assigned tasks. Committee chairpersons shall report committee activities as directed by the President.


Section 3. Special Committees. Subject to the approval of the Executive Committee, the President may create and appoint special or ad hoc committees as the President may deem necessary for the best interests of the Corporation.

Article VII. Membership Meetings

Section 1. Annual and Special Meetings. The annual meeting for the election of Governors and for transaction of other business shall be held during April in Washington, D.C., at a place, date, and hour to be determined by the President. Notice of each meeting of members, whether annual or special, shall be given to each member of the Corporation entitled to vote at least 30 days before the meeting electronically, by mail, or in person, To exercise its right to direct the Board in the execution of its powers, and for other purposes, the voting membership may call special meetings. There must be a written request for such meetings addressed to the Executive Committee signed by 10 percent of the members of DACOR, Inc. eligible to vote. Notice of each special meeting shall state the purpose for which it is called.

Section 2. Quorum. At any meeting of the members, those present shall constitute a quorum for the transaction of business, provided a quorum of the Board of Governors is present.

Article VIII. Amendments

These Bylaws may be altered, amended, or repealed by a vote of two-thirds of those present at any annual meeting of members or at any special meeting of members called for that purpose, provided, in either case, that written notice of the proposed changes shall have been sent to all members of the Corporation entitled to vote no less than 30 days prior to the meeting.