Task Force Omega Inc., of Missouri

By-Laws

Member Approved Version, 21 May, 2008

Board Final Approval 14 June, 2008

These By-Laws are in addition to the “Articles of Incorporation” used to incorporate the organization in the state of Missouri in July 2007. Task Force Omega, Inc. of Missouri, herein referred to as “TFO-MO” or the “Organization”, P.O. Box 2226 Independence, MO 64055 is a 501c(3) non-profit corporation. TFO-MO is chartered by the national organization, Task Force Omega, Inc., herein referred to as “National”, 14043 North 64th Drive, Glendale, AZ 85306 incorporated in 1983. All decisions are made by the TFO-MO Executive Board and TFO-MO Members in accordance to the laws of the State of Missouri, the United States of America, and the By-Laws of TFO-MO.

1) Mission Statement:

a) TFO-MO is a nonprofit organization dedicated to helping those who have bravely served our country, some of whom have paid the ultimate price for our freedom. Our objective is the return of all POW/MIAs from all wars and to publicize the issue so that we never leave anyone behind. We are also committed to helping all veterans and active duty personnel, both stateside and overseas. We will never forget their sacrifice for our freedom.

2) Vision:

a) Everybody comes home! The ultimate goal of TFO-MO is the return of all Americans, alive or dead; captured and held by foreign governments or groups and to seek public support for obtaining the release of these brave, American patriots.

3) By-Laws and Amendments:

a) These By-Laws exist in addition to the “Articles of Incorporation” used to form the organization. The acceptance of these and future By-Laws made to the TFO-MO By-Laws shall rest with the Board of Directors as stated in the “Articles of Incorporation” paragraph nine. By-Laws may be made, altered, amended or repealed and sent to the Board for final approval by the Members during a regular meeting of the organization where a quorum exists. By-Laws that are made, altered, amended or repealed by the Board must be approved by the Members during a regular meeting of the organization where a quorum exists. Although the Board has final approval and should perform all final due diligence to ensure By-Laws are appropriate and not contradictory, the Board cannot make, alter, amend or repeal By-Laws without approval of the Members.

b) Addendums to be added to the By-Laws are the approved scheduled meeting minutes, the approved minutes of the Boards scheduled meetings, approved Treasurer Reports, Financial Reports and any documentation deemed appropriate.

4) Board of Directors:

a) The Board of Directors herein referred to, as “Directors”, “Board Members”, the “Board” or the “Executive Committee” shall consist of a minimum of six Board Members plus five Officers, a maximum of eleven who will be selected from the TFO-MO Membership and includes all TFO-MO elected officers. Elected officers will serve on the Board of Directors per the term limits of their office but may not serve as either the Chairman or Vice Chairman of the Board. A quorum of 50% plus one of the Board members must be present for all Board votes.

b) The Board shall meet a minimum of 4 times per year at the Board’s discretion. Agenda items are not limited to:

i) The creation of the annual calendar and budget

ii) Oversee or conduct the orientation of new Officers, Event Chairpersons, Committee Chairpersons and Directors

iii) Approve annual, financial and tax reports.

c) Chairman of the Board: 2 years the first term and one year the next term to be rotated thereafter.

d) Vice Chairman of the Board: 1 year the first term and two years the second term to be rotated thereafter.

e)Board Member: During the first year of Incorporation,4 members will serve 1 year each and 3 will serve 2 years. Thereafter all Board Members shall serve two years to provide continuity on the board. The Board will determine which Board Members will serve one or two year terms during the first year of incorporation.

f) Board Committee Chairperson: A two-year term. TFO-MO shall have a Board Committee Chair duly elected as any other Director as a Member of the Board, who is responsible for assisting all committees, and Committee Chairs or Event Chairs and to report event activities to the Board and/or report to the Membership in a scheduled meeting should there be no Committee or Event Chair present.

5) Officers:

a) TFO-MO officers are charged with upholding the By-Laws of the organization and providing leadership through out their term. Officers conduct the regularly scheduled meetings and are responsible for determining when a quorum exists before opening a scheduled meeting. The following offices exist:

i) President: 2 years the first term and one year the next term to be rotated thereafter.

ii) Vice President: 1 year the first term and two years the second term to be rotated thereafter.

iii) Secretary: One-year term.

iv) Treasurer: One-year term.

v) Sergeant of Arms: One-year term.

vi) Optional offices: One year term.

(1) Historian

(2) Public Relations Officer

(3) Parliamentarian.

6) Committee or Event Chairpersons:

a) Committees and Events should have a Committee Chairperson or Event Chairperson referred to as “Committee Chair” or “Event Chair” and when appointed by the President during a scheduled meeting, elected during a scheduled meeting or elected by those serving on the committee. These Chairpersons are not to be included in the Board of Directors unless they already sit on the Board as an elected Officer or Director at the time of the Chairperson’s appointment or election. At any time the Chairperson may also be called into a Board meeting as needed by the Board when given no less than seven days notice prior to the Board meeting.

b) All committees and events must be approved by the Membership during scheduled meetings and may or may not be included in the Board’s annual calendar, business plan or the TFO-MO annual calendar. The Committee Chair and Event Chair is responsible for conducting committee meetings in a timely manner, staying within budget when a budget exists and minimizing costs when a budget does not exist, maximizing profit if the event is a fund raising event, and providing monthly reports and updates to the Membership at each scheduled meeting.

7) Rules of Succession:

a) In the event of absence of any of the following the order of succession for meetings is as follows: President, Vice President, Secretary, Treasurer, Chairman of the Board, Vice Chairman of the Board.

b) In the event of absence of the Chairman of the Board the Vice Chairman of the Board shall chair the Board meeting.

c) In the event of absence of any of the following the order of succession for committee or event meetings is as follows: Committee/Event Chair, Board Committee Chair, and Vice President.

d) In the event the two or more parties of the authorized check signers are from the same household the order of succession for authorized check signers will be first three in the following order: Treasurer, Chairman of the Board, President, Vice Chairman of the Board, Vice President, and Secretary.

8) Current standing committees:

a) Sgt. Thompson Annual Memorial Poker Run Committee

b) Veterans Day/Marine Corp Birthday Car and Bike Show Committee

c) Christmas Committee

d) Sales Committee

e) Shave-A-Vet Committee

f) Membership Committee

g) POW/MIA Affairs Committee

h) Road Signs Committee

i) Web Site Committee

j) Fund Raising Committee

k) Event Committee

9) Membership Levels and Descriptions:

a) Membership is open to all interested Americans desiring to participate in the TFO-MO mission and who maintain their status as a “Member in good standing” regardless of age, race, color, creed, national origin or sex. Membership is considered an honor and a privilege to actively participate in serving those who have served us and achieve our mission. TFO-MO is a volunteer organization that does not provide monetary benefit to any members. Consistently participating without maintaining a “Membership in good standing” does not support our mission.

b) To maintain a “Membership in good standing” status a Member must pay annual dues, be a good citizen, conduct themselves in a manner consistent with the TFO-MO mission and vision, should be present at a minimum of six scheduled monthly meetings per year, participate in all Bylaw acceptance and amendment votes when present at the meeting, actively participate (as determined by the committee’s or event’s chair) in one funding raising event and one committee per year and serve as either an Officer, Director or Member/Chairperson of a committee. When wearing the TFO colors members should be courteous to all and refrain from loud, boisterous, rude or any behavior which might reduce the status of TFO-MO.

c) Regular Members: All Members in good standing as defined herein. This type of Member should be our largest body and includes individual Members and Members who are included in a Family Membership; both are referred to as “Member” or “Members”. These Members should fulfill the requirements of a “Member in good standing” before elected as an Officer, Directors, Committee Chairperson or Event Chairperson and maintain the “Member in good standing” status throughout their term of office. When a Family membership includes children under age 18 they need not comply with attendance rules, are not included in quorum counts and are non-voting members. Persons included under a Family Membership are no longer included within a Family Membership upon reaching age 21.

e) Honorary Members: Persons of exceptional quality who will bring value to our organization as voted upon and approved by the Membership. These Members should fulfill the requirements of a “Member in good standing” when they are elected as an Officer, Directors or Event Chairperson. Annual dues are waived for Honorary

f) Honorary Lifetime Members: These Members are former POWs, Gold Star Mother or a deceased TFO-MO member, they have already sacrificed and paid their “dues”, when voted on and approved by the Membership will be honored as lifetime Members. These Members are to be held in the highest esteem. These Members should fulfill the requirements of a “Member in good standing” if they are elected as an Officer, Event Chairperson or Director. Annual dues are waived for Honored Lifetime Members and are not required to maintain the attendance clause of the “Member in good standing” status if not elected as an Officer, Directors or Event Chairperson.

g) Sponsor Members: These are organizations, individuals, or companies that have and/or make a substantial contribution or donation. As sponsors they are entitled to recognition during their sponsored events. These Members should fulfill the requirements of a “Member in good standing” if they are elected as an Officer, Event Chairperson or Director and are not required to maintain the attendance clause of the “Member in good standing” status if not elected as an Officer, Directors or Event Chairperson.

h) Visitors: Visitors and volunteers are welcome. Visitors who have indicated an interest in TFO-MO by their presence at a maximum of three scheduled monthly meetings or events per year are expected to become members by submitting annual dues and adhering to the “Members in good standing” requirements as defined herein. This is only fair to our members that are paying their dues, serving as officers or on the board, working on committees and maintaining a “Members in good standing” status.

10) Quorum:

a) A quorum will exist upon a count of “Active Members” where 30% plus 1 of the total “Active Members” are present. Active Members are all Members that are Directors, Officers, Committee Chairs, Event Chairs and Regular Members, as defined herein. Honorary Members, Honorary Lifetime Members and Sponsor Members are only considered to be “Active Members” when present at a meeting or event and will only then be included in the quorum count.

11) Meetings:

a) Robert’s Rules of Order shall be used to conduct orderly meetings where a motion is made, seconded, discussion occurs pertinent to the motion - both pro and con when available, and then a vote is made. The Sergeant of Arms when requested by the meeting or event’s chairperson will escort out any person that is disruptive during a meeting or event.

b) Minutes of every scheduled meeting shall be kept and presented at the next scheduled meeting by the Secretary for approval, or revision and final approval. Meeting agendas shall be made available prior to scheduled meetings.

c) TFO-MO scheduled meetings shall be held on the third Wednesday of each month beginning at 7:30 PM. Meeting location dates and times may be revised by vote and will not require bylaw amendment but do require notification of all Members no less than 12 days prior to the next scheduled meeting date. Changes to location dates and times may be added as an addendum to this document per approved meeting minutes. A quorum, as defined herein, shall be present to call a scheduled meeting to order. Visitors are welcome at meetings but may not make a motion, second a motion or vote. Visitors may be called upon to speak per the discretion of the Chair.

12) Voting:

a) All motions and voting shall be conducted in a scheduled meeting of the Organization or scheduled meeting of the Board when a quorum is present and are determined by simple majority unless otherwise stated in the motion or as stated herein. Voting shall be by voice approval or a show of hands to be determined by the Chair of the scheduled meeting, or by a secret ballot when called for within the motion or as stated herein. After any vote any Member or Director may request a single recount. When ballots are cast the ballots shall be counted by a selection of those present of no less than three Members in scheduled meetings or two Directors in Board meetings. All persons counting before presenting the final tally must agree to the vote count and recount.

13) Dues:

a) Annual dues shall be levied for each Member, Family Membership and Sponsor Members unless waived as defined herein. When a Member included in a Family Membership becomes 21 years of age, that Member shall not be considered as part of the Family Membership and annual dues are to be paid within 30 days to a remain “Member in good standing”.

b) The annual dues amounts are determined by Member vote and approval and may be adjusted at a scheduled meeting. The new annual dues amounts shall be in effect immediately after the date of the approved vote unless otherwise specified within the motion except that a change to the annual dues amount cannot be retroactive.

c) Annual dues are to be paid on each Member’s, Family Membership’s and sponsor Membership’s anniversary date which is the day one year after the Member joined TFO-MO and no later than 30 days after the anniversary date to remain a “Member in good standing”. Should a Member’s status change from a “Member in good standing” because of non-payment of annual dues; the Member returns to a “Member in good standing” status when dues are paid if all other criteria for such status has been or is being met. The Treasurer shall maintain a calendar listing each Member’s anniversary date and notify each Member no later than 12 days prior to the annual dues payment date.

d) Current annual dues amounts are as follows:

i) Regular Member, $20

ii) Family Membership, $30

iv) Sponsor Members, $20

14) Financial Reports and Taxes:

a) TFO-MO will keep records on all funds to be included and filed with the IRS and the State of Missouri each year. The fiscal year for the organization will be from 1 January through 31 December.

b) Chapter Officers, primarily the Treasurer, will be responsible for providing all tax reports to the Board of Directors for approval at a minimum of one month prior to filing taxes on 15 April with each government entity. The Treasurer will maintain and provide a monthly Treasurer’s report at each TFO-MO scheduled meeting. The Treasurer’s report must be approved or revised and approved by the Members in each scheduled meeting.

c) An annual independent audit will be performed each year and presented to the Board and will be made available for Members upon request. An annual financial report is to be created and approved by the Board of Directors no later than 1 June.

15) Expenditures:

a) Before committing any TFO-MO funds the expenditure must be voted upon and approved by the Members during a scheduled meeting. Purchasing should only be performed by those specifically appointed via a purchase order written by the Treasurer to purchase the authorized items or services. Receipts are required for all expenditure reimbursements. Checks to pay for expenditures require signatures by two of the three Members that have been previously voted upon and approved by the Membership to sign checks.

16) Collections:

a) Whenever money is collected during events, meetings, membership dues, 50/50 tickets, etc., no less than 2 persons will count the monies. One person should be the Treasurer if present or another Officer/Director if possible.

17) Elections:

a) Officer, Event Chair and Director Nominations shall be made in the regularly scheduled February meeting to allow time for nominees to discuss their vision and plans for the organization. The election meeting shall be the regularly scheduled meeting in March. Once elected an orientation meeting will be conducted between the outgoing and incoming Officers and Directors to allow for a smooth transition. Terms for newly elected Officers, Event Chairs and Directors shall begin immediately after adjournment of the April meeting.

b) A simple majority vote shall determine who serves as a Director, Officer or Event Chairperson and shall be conducted via secret ballot. One vote for each office will be made by Members present and a vote for each Director’s seat open on the Board. Example: if there are three open Board seats, then the member will vote for three Board members on their ballot. The Board nominees with the three highest vote counts will fill the Board.

c) During elections of Officers and Directors, Members may request an absent-tee ballot at a minimum of 12 days prior to the election date by contacting the Secretary. It will be the responsibility of the Secretary to provide ballots, both absent-tee and for Members present during the election meeting.

d) A possible exception to elections and terms of service is an Event Chairperson who may be serving on a non-standing committee or due to the committee’s mission it is deemed inappropriate by the Membership to change the Event Chair at that time. An approved motion and simple majority vote shall be required to waive the Event Chair’s election or change in term during the scheduled meeting.

e) An emergency election may be held in the event of a vacancy of any Officer’s, Event Chair’s or Director’s position when approved in a regular meeting by a majority of the members present.

18) Donations:

a) Donations may be solicited, made and accepted at any time by any TFO-MO Member. Charitable drives may also be conducted without prior TFO-MO approval as long as conducted in such a way as to uphold and improve the reputation of TFO-MO. Donated funds and goods should be turned over to the Treasurer as soon as possible and within a period not to exceed 30 days after being collected along with an explanation of the nature and source of the donation (sources remain anonymous upon request). A thank you card or note is appropriate and should be sent to donators.

19) Chapter Patches:

a) Chapter patches are available for purchase by Members and should only be worn by “Members in good standing”. The National Task Force Omega patch is also available for purchase and should only be worn or displayed by “Members in good standing”. Members wholly own both patches but are not allowed to deface, use or display the patches in a detrimental manner both to the patches or the Organization. Members should refrain from their use or display after resigning from TFO-MO and may be purchased back by the Organization if desired. We hold no bond or binding authority for members who wear or display chapter patches or national patches with or alongside patches or logos of other organizations.

20) Rights of Membership:

a) Members are allowed to identify themselves as a Member of TFO-MO when in good standing according to the appropriate Member definition defined herein. Every Member shall be entitled to one vote only per motion or per each elected office unless otherwise stated in the motion. Absent-tee voting is only allowed as defined herein.

b) Upon request of any Member in a scheduled meeting any and all of the organization’s documents, letters of incorporation, By-Laws, minutes, treasury reports, business plans, tax returns and financial reports when available must be provided by the next scheduled meeting.

21) Member Suspension or Termination, Officer Impeachment:

a) Membership may be terminated at any time by anyone wishing to discontinue his or her Membership by submitting a written notice to the President or a Board Member. An explanation will be greatly appreciated. Dues will not be refunded.

b) The Board of Directors must consider and suspend or expel a Member for just cause upon the written request by 5 “Active Members” and a 2/3 vote of the Board. Additionally suspension or expulsion is also required after a 2/3 vote approval of all “Active Members.” In both instances a person being suspended or expelled may present their side either verbally or by written statement. Dues will not be refunded.

c) An Officer, Committee Chair, Event Chair or Board Member may be impeached following the same guidelines as Member suspension of expulsion and still remain a Member. Then the Member may be suspended or expelled.

22) Amendments to the By-Laws:

TFO-MO1 as an organization will donate money or gifts to Missouri Veterans organizations only. For donations to individual veterans or veteran families, the membership may pass the hat and donate out of their pockets, whether for money, flowers or gifts.

Amendment to Attendance Clause (Passed 2/27/2010) If a member cannot be present at a meeting due to work, illness or family needs, it shall not be counted against them with regard to the attendance requirements. An officer or the chairman of the board must be notified prior to the beginning of the meeting in question.

Section 10 Paragraph a) shall be changed to read as follows a) A quorum will exist upon a count of “Active Members” where 30% plus 1 of the total “Active Members” are present. An active member shall be defined as a member that attends 3 out of 6 consecutive meetings. Honorary Members, Honorary Lifetime Members and Sponsor Members are only considered to be “Active Members” when present at a meeting or event and will only then be included in the quorum count.

To be added in Section 9 i) Honored members: “Deceased TFO-MO member.”

Section 9 Paragraph d) shall be changed to read as follows d) Honorary Members: Persons of exceptional quality who will bring value to our organization as voted upon and approved by the Membership. These Members should fulfill the requirements of a Member in good standing when they are elected as an Officer, Directors or Event Chairperson. Annual dues are waived for Honorary Lifetime Members and are not required to maintain the attendance clause of the “Member in good standing” status if not elected as an Officer, Directors or Event Chairperson.