The Army Career Counselor Association - Constitution

Recitals

Whereas current and former members of the Army Career Counselor field desire to maintain a Professional Association to educate its membership on the history, traditions, and heritage of the field and the Association;

Therefore, do establish this Constitution of The Army Career Counselor Association as follows:

Article I - Name

The name of the Association, as set forth in the Articles of Incorporation, shall be “The Army Career Counselor Association (TACCA)”. The organization is also commonly referred to as “TACCA” or the “Association”.

Article II - Mission

Section 1: The mission of TACCA is to support all U.S. Army Career Counselors, the only professional organization with this primary function; to share the camaraderie of like-minded Soldiers and civilians who believe in maintaining the Career Counselor spirit; to recognize through an awards program, outstanding Career Counselors, civilians, and Association supporters; and to preserve the Career Counselor field and TACCA heritage.

Section 2: The Association shall be worldwide in scope and membership.

Section 3: TACCA shall be operated on a nonprofit basis under the rules of Section 501(c)(3) of the Internal Revenue Code of 1954. The Association is not organized or operated for the benefit of private interests. No part of the net earnings of the Association may inure to the benefit of any private individual. The Association operates for charitable, educational, and literary purposes.

Section 4: The Association will ensure compliance and fulfillment with the requirements of the Texas Business Organizations Code (BOC). This includes filing The Army Career Counselor Association Articles of Incorporation with the state of Texas.

Section 5: The Association will conduct its affairs in a nonpartisan political manner. Its name or influence will not be used directly or indirectly in the interest of any national, state, or municipal activity.

Article III – Eligibility

Section 1: All memberships are subject to the conditions prescribed herein and approval of TACCA National Advisory Council (NAC) or a relevant NAC committee with delegated authority.

Section 2: Any person interested in the aims, objectives, and purposes of the Association who meet one or more of the following requirements is eligible for individual membership.

-       Cur, Retired, or Veteran Army Career Counselors

-       Former Career Counselors reclassed for career progression purposes

-       Any business organization or other entities that demonstrate continued support for the United States Army Career Counselor

Article IV – Organization

Section 1: The general control and management of property and affairs of the Association shall be vested in its Board of Directors known as the National Advisory Council (NAC), which shall decide all policy matters involving the conduct of the Association.

Section 2: The NAC shall consist of the President, Senior Vice President, Treasurer, and Secretary. The NAC may also include Vice Presidents, whose titles and specific duties are to be outlined in the Association’s Bylaws, as determined by the president and approved by a majority of voting members of the NAC in a manner prescribed by the Bylaws.

Section 3: The NAC is authorized specific committees outlined in the Bylaws. The NAC may also appoint other committees as necessary to further support the Association’s affairs and operations subject to the provisions of the Constitution and Bylaws.

Article V – Voting and Meetings

Section 1: Committees formed by the NAC that are further delegated authority to make decisions will do so by a majority vote of the committee.

Section 2: The President shall, with a concurrence of a majority of the Board of Director’s voting members, make decisions on behalf of the Association to include routine business and financial transactions in pursuit of the Association’s stated mission and in compliance with this Constitution, TACCA Bylaws and any other governing laws or regulations that have jurisdiction.

Section 3: The NAC will consider nominations of Association members and by majority vote will elect the NAC President. For the Committee to endure with steadfast continuity, the terms of office of NAC members shall be continuous unless one of the following occurs: Committee member resigns; Committee member becomes incapacitated; or the NAC member is voted off the Board of Directors by a majority of the remaining NAC members or by member petition in Section 4a below.

Section 4: Any NAC member or Association member in good standing may nominate a candidate to fill a vacancy on the NAC so long as the nominee can readily attend NAC meetings and comply with established policies and rules of conduct determined by the NAC. National Advisory Committee nominees shall be approved by a majority vote of the eligible voting members of the current Committee.

a.     The general membership may petition to remove any member of the NAC by submitting the signatures of at least ten percent of the general membership. Upon being presented a petition for removal with validated signature of at least ten percent of the general membership, the President shall order a general meeting as described in Section 5 below within thirty (30) days from the date the petition is received. A two thirds majority vote of the members in attendance of the meeting is required to remove the NAC member.

Section 5: The NAC is authorized to call the following meetings:

a.     Association General Meeting. The NAC may conduct an Association General Meeting on or about each January, or as close as possible to the new calendar year as possible. The Association General meeting may also be conducted online. The primary purpose of the meeting is to conduct Association business, introduce new NAC members, and present awards as required.

(1) Notice for meetings and the proposed agenda must be announced publicly with notice provided to all current members in good standing no later than 15 days before the meeting date or as otherwise prescribed by governing law.

(2) A quorum for the general meeting or any other special meeting of the general membership shall be at least ten (10) regular members in good standing and a majority of the current National Advisory Council.

b. NAC Meetings. The NAC shall generally meet at the call of the President with at least 24 hours’ notice.

(1) A simple majority of standing NAC members may also call for an NAC meeting.

(2) The agenda and location for such meetings shall be provided to all NAC members at least 24 hours in advance of the meeting.

(3) At least annually the NAC will meet to approve an annual budget and review the upcoming Association operations.

(4) A quorum for any NAC meeting shall be a majority of the current voting members of the NAC. However, in such instances where the meeting agenda has changes to the budget or requests for expenditures exceeding one thousand dollars require approval, a two-thirds majority of the current voting members of the NAC is required.

(5) NAC committees are responsible for their own meetings. However, notice of meeting times, locations, and agendas must comply with Article V, Section 5b(2) of this Constitution.

Section 6: The President and all appointed and approved NAC members are expected to attend NAC meetings and participate in its deliberations. All members of the NAC shall exercise voting privileges. Council members serving in more than one NAC position shall only have one vote.

Section 7: All members of the NAC may exercise their privilege of vote at each Council meeting, committee meeting, or online voting. An NAC member may delegate the right to vote to a proxy. The Secretary shall identify and record the votes, including proxies.

Section 8: The NAC may also defer Association decisions to the individual membership for a majority vote.

Article VI – Chapters

Section 1: The Association allows and encourages members to organize local Chapters. TACCA Chapters will act similarly as a corporate franchise (otherwise known as a Chapter Charter), agreeing to follow Association rules and procedures as outlined in TACCA Chapter Guidelines and as determined by the NAC.

Section 2: The NAC has authority to approve Chapter Charters, activation, and change in Chapter status, which includes the authority to deactivate a Chapter if warranted.

Article VII – Constitution Management

Section 1: The existence of the Association shall continue perpetually until the same is lawfully dissolved (also see ARTICLE VIII, Dissolution).

Section 2: Any amendments to the Constitution shall require a two- thirds vote majority of the NAC.

Section 3: Upon NAC approval, the Constitution shall be codified with the signatures of the NAC President and Senior Vice President. The Secretary may sign in place of the Senior Vice President if the position is not filled.

Article VIII – Dissolution

Section 1. Should the Association terminate or cease to exist for any reason, all assets of the Association shall be paid over and transferred to a tax-exempt organization within the meaning of section 501(c)(3) of the Internal Revenue Code, constituted as charitable, religious, educational, scientific, or military, which shall be selected by the NAC.

Section 2. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes.

Section 3. No Officer acting on behalf of the Association will be personally financially liable for debts owed on contracts orchestrated and approved by the NAC, or general membership if applicable, for services rendered on behalf of the Association.

Section 4. In the event of the Association’s dissolution, if liabilities exceed assets after liquidation, then all local, state, and federal jurisdictional laws will apply.