CONSTITUTION OF THE FORT WOOD COMMUNITY SPOUSES CLUB

CONSTITUTION OF THE FORT WOOD COMMUNITY SPOUSES CLUB ARTICLE I ORGANIZATION NAME AND PURPOSE Section A. The name of this Private Organization (PO) will be the Fort Wood Community Spouses Club, hereafter called the FWCSC. The FWCSC is located in the Fort Leonard Wood community, with an address of P.O. 238, Fort Leonard Wood, Missouri 65473. Section B. The FWCSC is organized as a private, financially and operationally self-sustaining, nonprofit service organization. The purpose of the FWCSC is to bring members of kindred interest together in order that they may be afforded greater opportunity for charitable works and sociable participation in a variety of activities and projects. FWCSC will promote or sponsor and donate to other organizations to further the significant advancement of the quality of life for its membership within the United States Military and the Civilian Community. ARTICLE II GENERAL PROVISIONS Section A. The FWCSC shall operate with the approval of the Fort Leonard Wood Installation Commander and/or the Fort Leonard Wood Garrison Commander, hereinafter referred to as the Approving Authority. This approval is contingent on compliance with the requirements and conditions of all Army regulations, specifically DoDI 1000.15 (Procedures and Support for Non-Federal Entities Authorized to Operate on DoD Installations), AR 600-29 (Fundraising within the Department of the Army), AR 210-22 (Private Organizations on Department of the Army Installations) and the Fort Leonard Wood Private Organization Reference Guide. Section B. The Membership or the Approving Authority may discontinue the organization. The Approving Authority may withdraw permission to operate on the Army installation at any time. Notification by either party will be in writing and in a timely manner. It should be clearly understood that the Approving Authority has the absolute discretion to determine whether the FWCSC s continued operation is compatible with the Army s interest. Section C. The FWCSC is not an instrument of the United States, shall be self-sustaining, and may not receive financial assistance from the Department of the Army (DA) or any Non-Appropriated Funds (NAF) activity. The FWCSC will not duplicate or compete with a NAF or Appropriated Funds (AF) activity. Neither the Government nor Fort Leonard Wood will assume any liability for this organization s debts. The FWCSC will reimburse the Army for utility expenses, unless such use is incidental. Section D. The FWCSC will neither propagate extremist activities nor advocate violence against others or the violent overthrow of the government. The FWCSC will not seek to deprive individuals of their civil rights. Section E. All FWCSC Members, upon joining the organization or renewing membership with the organization, are advised to read the Constitution and FWCSC Bylaws. All elected and appointed members of the Board of Governors (herein after BOG) and any Committee member, to include the Honorary President, Honorary Vice President, and Advisors), are required to read and maintain a copy of the aforementioned documents and the Policy and Precedents File relevant to their positions. ARTICLE III FUNCTIONS/ACTIVITIES AND OPERATING PROCEDURES 1

Section A. The FWCSC will sponsor and/or support activities for Members which may include but are not limited to: General membership meetings, monthly luncheons, special activities, and fundraising events. Section B. Section C. All fundraising events must have the written approval of the Approving Authority. Constitutional Amendments 1. Proposed amendments to the Constitution shall be submitted in writing upon a petition of at least 10 members to the BOG for review. 2. The BOG will review and make a recommendation for approval, disapproval, or refer the proposed amendment to the Parliamentarian and the Constitution and Bylaws Committee for action. The Constitution and Bylaws Committee will report their recommendation within 30 days to the BOG. 3. Upon the final recommendation by the BOG, a proposed amendment to the Constitution must be approved by the General Membership. General Membership will be advised of any proposed changes to the Constitution by means of: previous scheduled membership meetings, by club-sponsored printed media, the FWCSC website, and/or by phone, email, or social media. A vote for approval or disapproval of a constitutional amendment will be held at a General Membership meeting in which a quorum of one-fourth (1/4) voting members are present. A two-thirds (2/3) majority is required for approval. 4. Amendments to the Constitution shall be furnished to the Approving Authority for review. Section D. FWCSC Bylaws may be adopted, amended, or repealed by a simple majority of the BOG members at a regular or special meeting of the BOG provided that a quorum is present. Amendments to FWCSC Bylaws shall then be submitted to the Approving Authority. Approved revisions of FWCSC Bylaws must be made known to the General Membership. Section E. Amendments to the Constitution and FWCSC Bylaws shall not conflict with Army regulations and/or Fort Leonard Wood Policy Letters and/or Directives. Section F. The Constitution and Bylaws shall be reviewed every odd-numbered year or upon request of the President, the Honorary President, Honorary Vice President, Advisors, the Parliamentarian, or at the direction of the Approving Authority. The Constitution and Bylaws Committee (a Special Committee), chaired by the Parliamentarian, shall review the Constitution and the accompanying FWCSC Bylaws. The committee s report shall first be presented to the BOG, followed by presentation to the General Membership for final approval. Section G. The Executive Board shall provide copies of all required documents as defined in AR 210-22, paragraph 2-1(c) to include minutes, financial reports, and audits, to the Approving Authority upon request. ARTICLE IV MEMBERSHIP Section A. Membership in the FWCSC shall be voluntary: all members of the FWCSC shall be VOLUNTEERS and may never be paid employees of the FWCSC. Discrimination based on race, color, gender, sexual orientation, or national origin will not be permitted. All members shall be required to have all dues paid with their membership application. A copy of the Constitution and the Bylaws will be available upon request for all current and prospective members, prior to registering or renewing their membership. Active Duty and Civilian Employee members at club activities must be in conformance with the DOD 5500.7-R Joint Ethic Regulation. Membership shall consist of the following: a. Membership shall begin when the eligible member pays his or her dues, and shall end on 31 May each year as referenced in Article VIII-Finances, Section B. i. Newly installed BOG members must join the club, with a paid membership, at their first board meeting over the summer. 2

ii. Other eligible members are allowed to join at any time over the course of the Membership year (August May) as referenced in Article VIII-Finances, Section B (1c). b. A member in good standing is defined as a member who has paid his or her membership dues, is not delinquent in any financial obligation to the FWCSC, and prescribes to ethical standards parallel to the Army values. 1. Active Members shall pay dues, have the privilege to vote, may hold elected or appointed offices, and participate in all FWCSC activities, including committees. Active Members shall be defined as: a. All Spouses and Family members age 18 and above of US Military ID (both Active and Retiree) cardholders and US-Sponsored Foreign and Internationals; Spouses and Family Members age 18 and above of DOD Civilian ID cardholders. b. All Surviving Spouses of US Military ID and Civilian cardholders WILL NOT pay dues. All Surviving Spouses will retain the same privileges as aforementioned. 2. Associate Members shall pay dues and enjoy all the rights and privileges of Active Members with the exception that they may not serve in an elected or appointed board position but may serve on committees as a member or as a co-chair. Associate Members shall be defined as: a. Retirees possessing a valid US Military ID card b. Civilian non-military community members with sufficient ties to the military community whose application has been approved by the Executive Board. c. The number of associate members shall not exceed twenty percent (20%) of the active membership. Section B. Any eligible person shall be considered a member of FWCSC after completion of an application for membership and payment of dues, if required. Section C. Membership is voluntary and may be terminated for the duration of the club year by (1) written request of the member, or (2) written request of the BOG for just cause. Membership dues are non-refundable as referenced in Article VIII-Finances, Section B, 1 (a). Terminated members may seek reapplication during a subsequent year at the approval of the Executive Board. Section D. Eligible Guests 1. Persons eligible for membership in the FWCSC may attend only one General Membership meeting per membership year as a guest. Thereafter, persons must be members of FWCSC to continue attendance. 2. Eligible non-member vendors who are participating at an FWCSC General Membership meeting or an officially sponsored FWCSC event shall be considered invitees and invited to stay the duration of the meeting each time that they attend. Section E. The General Membership Year shall run from August through May. The BOG Year shall run from the date of installation of Officers in May to the next installation of Officers the following May. Section F. Any current members affected by changes to membership eligibility during the Membership Year shall be offered continued membership in their original status for the duration of that Membership Year. Members of the BOG, as defined in Article V, Section B and applicable FWCSC Bylaws, whose status changes during the year to Associate Membership eligibility may remain Active Members until the end of the Membership Year, 31 May. ARTICLE V GOVERNING BODY OF THE FWCSC Section A. The Governing Body of the FWCSC shall be the BOG. The responsibilities of the BOG shall be outlined in the FWCSC Bylaws. The FWCSC BOG shall: 3

1. Formulate plans and establish internal operating procedures for the FWCSC in accordance with the Constitution and Bylaws by 1 July. 2. Establish the scope of activities, services, and facilities of the FWCSC. 3. Ensure that the FWCSC is properly administered and its funds safeguarded. 4. Establish board policies at the beginning of each BOG Year, in accordance with the FWCSC Constitution and Bylaws, approve the transactions of its routine business, and established policies. Section B. The BOG shall include: 5. The Executive Board a. The Elected Officers as defined in the FWCSC Bylaws, Article VIII b. The Appointed Officer the Parliamentarian as defined in the FWCSC Bylaws, Article IX c. The Honorary President, Honorary Vice President, Advisors, as defined in the FWCSC Bylaws, Article VII. 6. Standing Committee Chairs as defined in the FWCSC Bylaws, Article X. 7. Special Committee Chairs as defined in the FWCSC Bylaws, Article X. Section C. Each member of the BOG shall have one vote with the exception of the Honorary President, Honorary Vice President, Advisors, the Parliamentarian, and the President. The President will vote in case of a tie. 1. Standing and/or Special Committee Co-Chairs will have a representative voice through their Standing and/or Special Committee Chair, who will vote on their behalf as a Committee Vote, when committee recommendations are presented to the BOG for approval based on voting procedures defined herein. 2. In the absence of a Standing and/or Special Committee Chair, the Co-Chair of said committee will attend the BOG meeting to present the committee s recommendations. a. The Committee Co-Chair will not vote on behalf of the absent Committee Chair as referenced by Article XI, Section C (4) of the FWCSC Constitution Section D. the FWCSC. Section E. No member of the BOG, as defined in the FWCSC Bylaws, Article V may be paid for services rendered to Term Limits 1. Elected Officers (Executive Board) may only hold a particular board position for two (2) consecutive years, after which they must have at least a one-year break before returning to that position. Honorary President, Honorary Vice President, Advisors are excluded from this provision. 2. Appointed Chairpersons and Appointed Officer of the BOG may only hold a particular board position for two (2) consecutive years, after which they must have at least a one-year break before returning to that position. Section F. Separation from the Board 1. Any member of the BOG causing hardship, conflict, or failing to attend three (3) board meetings may be asked to resign by the President after conferring with the Executive Board and the Honorary President, Honorary Vice President, and Advisors. 2. Any member of the BOG can be terminated for just cause by written request from the Executive Board after having received approval by the BOG, or by written resignation. 3. Any member of the BOG who is temporarily unable to fulfill their duties will request, in writing to the President, a leave of absence. Their office will be temporarily filled using the same process to address vacancies. 4. Resignations from any member of the BOG may be made via oral or written communication to the President. Resignations must be submitted to the BOG at the first available time for acceptance. Section G. Vacancies within the Board of Governors will be addressed thus: 4

1. In the event of a vacancy, except in the office of the President, the office shall be filled by appointment made by the President and approved by the Executive Board. 2. If the presidency is vacated at any time, this position shall be filled by the 1 st Vice President. In the event the 1 st Vice President is unable, declines, or is unavailable to serve, the position will be filled by a nominee selected by the Executive Board, approved by the Board of Governors, and approved by the General Membership. 3. Appointed Chairpersons or Appointed Officer filling vacancies of Elected Officers shall adhere to the same guidelines as Elected Officers. ARTICLE VI DUTIES OF BOARD OF GOVERNORS MEMBERS Section A. The job descriptions of the Elected and Appointed Officers, Honorary President, Honorary Vice President, Advisors, Standing Committee Chairs, and Special Committee Chairs are outlined in the FWCSC Bylaws, Articles VII-XI. Section B. The Executive Board and the BOG shall have supervision of and direction over all activities, operations, and disbursements of the FWCSC. The only exception is that the President, without BOG approval, may commit funds in the amount of $500.00 or less. This authorization must be disclosed at the next BOG meeting. Section C. Only the President or Treasurer may sign contracts entered into on behalf of the FWCSC, unless the President has signed an official delegation of authority to a member of the BOG who may have limited ability to sign shortterm contracts for special events. ARTICLE VII STANDING AND SPECIAL COMMITTEES Section A. Standing Committees are constituted to perform a continuing function, and remain in existence permanently. Chairs shall be appointed by the President and approved by the Executive Board. Section B. Special Committees shall exist for specific purposes and for specific periods of time in order to execute special tasks required for the orderly and efficient operation of the FWCSC. Upon completion of tasks assigned, Special Committees shall be dissolved by the BOG. Special Committee Chairs shall be appointed by the President and approved by the Executive Board. Section C. Articles X-XI. Standing and Special Committee Chairs duties and responsibilities are defined in the FWCSC Bylaws, ARTICLE VIII FINANCES Section A. Funds shall be maintained in approved accounts in accordance with current PO regulations and in accordance with normally accepted accounting principles. The FWCSC will have two funds: The Operating Fund and the Assistance Fund. 1. Operating Fund This account is funded through membership dues, revenue from newsletter advertising, ways and means sales, bank interest, luncheon income to include vendor table fees, donations received, liquidation of any FWCSC physical assets (i.e. FWCSC Silver), and thirty percent (30%) of all fundraising monies less expenses. A minimum of two thousand five hundred dollars ($2500) must be held in reserve in the Operating Fund. 2. Assistance Fund This account is funded with seventy percent (70%) of all fundraising monies less expenses and divided between the Community Outreach Grants and Scholarships. The Assistance Fund will maintain a minimum balance of five hundred dollars ($500) during the fiscal year. a. Community Outreach will receive 40% of the Assistance Fund monies. b. Scholarships will receive 60% of the Assistance Fund monies. 5

3. Monies collected from fundraising activities will not be disbursed until all expenses associated with the event have been reported and paid. The applicable committee chair and the treasurer will report completion to the BOG. Section B. Membership Dues - The revenue necessary to pursue the purpose of the FWCSC (Article I, Section B) shall be derived from the following: 1. The Membership shall be required to pay dues. a. No dues shall be refunded upon departure or reassignment of any member. b. Dues shall not be increased or decreased by more than twenty percent (20%) without General Membership approval. c. Half-year membership shall be instituted at fifty percent (50%) of the annual membership rate beginning 1 January. Section C. Fundraising Activities shall be conducted with the approval of the BOG, the Approving Authority and in accordance with the Fort Leonard Wood Private Organization Reference Guide. Section D. The BOG shall ensure that all disbursements comply with the purpose for which the FWCSC was established. The BOG will not initiate or vote on any financial considerations that will allow the organization to become indebted in any way that is in excess of its existing assets. Section E. The General Membership shall approve the annual Operating and Expense Budget (to include any amount over one thousanddollars [$1000] not previously budgeted), the annual disbursements of the Community Outreach Grant Fund, the annual disbursements of the Scholarships, and liquidation of any FWCSC physical assets. Section F. The Fiscal year for the FWCSC shall be 1 June through 31 May. ARTICLE IX TAXES AND AUDITS Section A. The FWCSC adheres to the Internal Revenue Code, Section 501 (c) 4, or corresponding provisions of any future United States Internal Revenue Law. FWCSC Treasurer will file IRS Form 990-EZ at the end of the fiscal year or NLT 1 August. The IRS Form 990 EZ will be sent certified return receipt. A copy of the IRS Form 990 EZ will be retained by the President, Treasurer, and the Historical Policy Precedent File up to seven (7) years, then destroyed. Section B. The FWCSC shall utilize a generally acceptable accounting system and will have annual audits performed by a qualified auditor as outlined within the FWCSC Bylaws, Article II, Section A. Section C. An annual audit shall be conducted of all FWCSC accounts at the conclusion of the fiscal year, 31 May or NLT 15 June. If either the treasurer or assistant treasurer resigns before the end of the board year, an audit of the books, up to that point, must be completed before any handover. This mid-year audit shall be conducted by three (3) members of the general membership (excluding members of the BOG) or by a qualified auditor. ARTICLE X INSURANCE AND BONDING Section A. Fidelity Bonding will be purchased by the Treasurer from a qualified firm with the approval of the BOG. BOG members handling any cash flow over five hundred dollars ($500) will be bonded equal to the normal maximum amount of cash flow handled or in an amount sufficient to provide full protection of assets. 6

1. The President, Treasurer, and Assistant Treasurer must be bonded. Additional positions may be bonded at the direction of the BOG. 2. Costs of the dishonesty bonding shall be budgeted and paid for by the FWCSC Operating Fund. Section B. Liability Insurance shall be obtained from a qualified firm by the Treasurer with the approval of the BOG and paid for by the FWCSC Operating Fund. A minimum of one million ($1,000,000) dollars in liability insurance will be carried by the FWCSC. 1. Liability and dishonesty (bond) insurance coverage must be adequate for protection against public liability claims, property damage claims, or other legal action arising from FWCSC activities from one or more of its members acting on behalf of itself, or the operation of any equipment, apparatus, or device under the control and responsibility of the FWCSC. 2. The above requirements and restrictions are in accordance with AR 210-22, Section 3-2 and the Fort Leonard Wood Private Organization Reference Guide. Section C. The FWCSC is not eligible for the Risk Management Program (NAF Insurance Program, AR 215-1). ARTICLE XI ELECTIONS AND VOTING Section A. Elections - The President, First Vice President, Second Vice President, Secretary, Treasurer, and Assistant Treasurer shall be elected annually at the April General Membership meeting. 1. Persons nominated for an elected position must be active members, in good standing, and give oral and written consent prior to the slate being presented to the general membership. 2. The slate may consist of: self-nominated members, members nominated by other members in good standing, or nominees selected by the Nominating Committee, chaired by the Parliamentarian to run. 3. The completed slate shall be presented no later than the March General Membership meeting. After the verbal announcement by the Parliamentarian of nominees to General Membership, the slate is closed. 4. In the event of an incomplete slate, except for the office of President, the vacant positions shall be appointed by the incoming President and approved by the Executive Board. 5. When there are two or more nominees for any given office, the vote will be by ballot. The nominee with the majority vote [more than one-half (1/2)] will be elected. In the event of a tie, a second or subsequent vote by ballot will be held until a nominee is declared the winner of the given office. 6. If there is a single slate, vote will be verbal. Section B. A quorum must be present prior to the call for any vote at meetings of the FWCSC. Quorums are defined in Article XII, Section B. Section C. Voting 1. The President is authorized to call for an electronic or telephonic vote of the Executive Board, BOG and/or the General Membership following the procedures as outlined in the FWCSC Bylaws, Article XII, Section A (5-6). 2. Chairpersons of Standing and Special Committees are authorized to call for an electronic or telephonic vote of their committee following the procedures as referenced in the FWCSC Bylaws, Article XII, Section B. 3. General Membership may vote by show of hands, by ballot, or telephonically and/or electronically by special request of the President and/or Honorary President. Special voting procedures are outlined in the FWCSC Bylaws, Article XII, Section A (6). 4. There shall be no absentee or proxy votes accepted. 7

ARTICLE XII MEETINGS AND QUORUMS Section A. FWCSC Meetings and Emergency Meetings may be called by the President after consultation with the Executive Board and the Honorary President, Honorary Vice President, and Advisors. 1. The Executive Board shall meet on a monthly basis or as deemed necessary. Additional meetings of the Executive Board may be called by the President or the Honorary President. 2. The BOG shall meet on a monthly basis. Additional meetings may be called by the President or the Honorary President. 3. Any Active Member may be invited to attend BOG meetings by the President. Said member will have no vote and will comply with the most current edition of Robert s Rules of Order while in attendance. 4. The General Membership shall meet on a monthly basis, or as called by the President or the Honorary President, with provisions for a summer recess. General Membership shall be notified of said meeting in a timely manner and notification should include business to be transacted, date, time, and location. 5. Standing and Special Committee Meetings shall meet on a monthly basis or as deemed necessary by the Committee Chair or by direction of the BOG.. Section B. Quorums shall be defined as follows: 1. Executive Board Meeting: A quorum shall be established when three (3) voting members are present. A simple majority of voting members constitutes a valid decision. 2. BOG Meeting: A quorum shall be established as two-thirds (2/3) of voting members present. Additionally, that quorum may not act unless three (3) voting members of the Executive Board are present. A simple majority of voting members constitutes a valid decision. 3. General Membership meeting: A quorum shall be established as one-fourth (1/4) of voting members present. A two-thirds (2/3) majority of the voting quorum constitutes a valid vote for approving any club business. If voting telephonically or electronically, then a quorum shall be established as two-thirds (2/3) of the entire voting membership with a two-thirds (2/3) majority of the voting quorum constituting a valid vote for approving club business in a special called forth vote by the President and/or Honorary President. 4. Standing and Special Committee Meetings: A quorum shall be established when one-half (1/2) of the voting committee members are present. A simple majority constitutes a valid decision. Section C. All business meetings of the FWCSC shall be governed by the procedures set forth in the most current edition of Robert s Rules of Order unless otherwise provided for in the FWCSC Constitution or FWCSC Bylaws. ARTICLE XIII HISTORICAL RECORDS Section A. A historical file consisting of the following records will be printed and maintained by the Parliamentarian: 1. The original letter of approval, from the approving authority, to operate as a private organization on Fort Leonard Wood. 2. The most current original (approved) copy of the Constitution, in effect. 3. The most current original (approved) copy of Bylaws, in effect. 4. A copy of current applicable Army Regulations. 5. A copy of the current Fort Leonard Wood Private Organization Reference Guide, in effect. 6. Current list of members. Section B. The Policy and Precedent File shall be maintained by all members of the BOG as referenced in the FWCSC Bylaws, Article XVI, Section A-B. At the end of the Membership Year, the Secretary, President, and the Property Manager will coordinate the transfer of the Policy and Precedent Files to the storage facility located in the storage room of 8

the FLW Thrift Shop. All records, excluding financial records, of the FWCSC will be held for two (2 years), and then destroyed. ARTICLE XIV DISSOLUTION Section A. Dissolution of the FWCSC requires a two-thirds (2/3) affirmative vote of a one-fourth (1/4) quorum of the General Membership present at a General Membership meeting called for this purpose, or when required by order of the Approving Authority. Section B. Upon dissolution of the FWCSC, all funds in the treasury at the time will be used to meet any outstanding debts, liability, or obligations. The balance of these assets will be disposed of as determined by the General Membership or Approving Authority and will be disbursed through the Community Outreach Grant Committee. Section C. If liabilities exceed assets, the General Membership of the FWCSC shall be jointly and equally liable for all outstanding debts, liabilities, or obligations as directed by the Approving Authority. ARTICLE XV ADOPTION Section A. The Constitution shall become effective upon adoption in a duly constituted regular or special meeting of the General Membership by two-thirds (2/3) vote of the voting members present (Reference Article XII, Section B.) Upon approval from the Approving Authority, this Constitution becomes effective immediately. Section B. Once approved, this Constitution supersedes all previous Constitutions and amendments except that it shall not affect officers elected or specific agreements and contracts entered into under the terms of the previous Constitution until such terms of agreements or contracts have reached their expiration date. ARTICLE XVI DECLARATION OF INVALIDITY In the event this Constitution or a portion thereof is declared invalid the remaining unaffected provisions of such articles or portions thereof shall remain in full force and effect. This Constitution was approved by the BOG on and by the General Membership on. In witness thereof, the following officers affix their signature. Mary Lee McMillan, FWCSC President Jenna Hillman, FWCSC Parliamentarian Date Date 9