CONSTITUTION MARNE COMMUNITY AND SPOUSES CLUB Fort Stewart and Hunter Army Air Field, Georgia September 2015 ARTICLE I NAME AND AUTHORITY Section 1. The name of this organization shall be the Marne Community and Spouses Club of Fort Stewart/Hunter Army Air Field, hereinafter referred to as the MCSC. This shall be a private organization under the provision of AR 210-22 (Private Organizations on the Department of the Army Installations, Effective November 2001) and shall operate on the Fort Stewart Military and Hunter Army Air Field Reservations, with the requirements and conditions of all Army regulations. The MCSC is not an instrumentality of the U.S. government. ARTICLE II PURPOSE Section 1. The purpose of this organization shall be to promote opportunities for social, cultural, educational, and creative pursuits and to support worthwhile service and community projects. This organization does not contemplate monetary gain or profit to the members thereof and is organized for non-profit purposes. The MCSC is a charitable organization under section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Section 2. The MCSC fully supports the United States Army and Fort Stewart/Hunter Army Air Field policies on equal opportunity and will not discriminate on the basis of race, color, religion, national origin, sexual orientation, or gender; nor will it support or associate with persons or organizations which do. All activities conducted by the MCSC will not seek to deprive individuals of their civil rights, or prejudice or discredit the military services nor any other agency or official of the United States Government. The MCSC will neither propagate extremist activities nor advocate violence against others or the violent overthrow of the Government. Section 3. The MCSC operates on Fort Stewart and Hunter Army Air Field in accordance with AR 21022, DoD Instruction 1000.15 (Procedures and Support for Non-Federal Entities Authorized to Operate on DoD Installations), and the Joint Ethics Regulation. It shall comply with all fire and safety regulations, environmental laws, tax codes and other applicable statutes and regulations. a. The installation Commander may revoke the MCSC’s permission to operate at any time. Section 4. The activities of the Marne Community and Spouses Club (MCSC) may include, but are not limited to the following: luncheons, coffees, dances, tours, opportunity drawings, auctions, community programs, charitable events, Ways and Means, and other fundraising events subject to the guidelines set by AR 210-22. ARTICLE III MEMBERSHIP 1|Page The membership in the MCSC shall be voluntary and shall consist of General, Associate and Reciprocal members. The membership year will run from 01 June to 31 May for Elected Officers and Governing Board members while General, Associate, and Reciprocal members will be from 01 August to 31 May. Section 1. General members shall be all Spouses and all surviving Spouses of Members of the Armed Forces of the United States on active duty or retired, regardless of the Service Member's rank; Spouses or surviving Spouses of Department of Defense (DoD) Civilians; active duty Service Members; or DoD Civilians of the surrounding Marne Community. General members shall become members upon payment of annual dues and shall have all rights and privileges of the organization to include voting, holding office and/or appointed positions, and participation in all the MCSC sponsored activities to include eligibility for scholarships if applicable. Section 2. Reciprocal and Associate Members a. Reciprocal members are defined as persons who are already active members of the Fort Benning Community Spouses Club. Reciprocal members shall become members upon payment of discounted dues and may participate in all MCSC sponsored activities; however, they may not vote or hold elected or appointed position. b. Associate Members are persons and businesses or who do not qualify for active membership, as stated above, but to whom the Executive Board may extend membership. Associate members shall become members upon payment of annual dues and may participate in all MCSC sponsored activities; however, they may not vote or hold elected or appointed position with the MCSC. Should a business apply for an Associate membership, they may choose to send a maximum of two (2) employees as their representative(s) to the monthly membership meetings. Section 3. Membership information to include rosters is only for use by the MCSC. At no time should this information be shared or used for purposes outside of the club. Section 4. All members shall be provided an electronic copy of the Constitution and By-laws upon request. Section 5. Membership in the MCSC is non-transferable and non-assignable. Section 6. Membership in the MCSC will terminate under the following events: a. Resignation of any member who chooses to resign from the General Membership and who shall do so by contacting the Membership Chairperson, who will then remove that member's name from the membership roll without a refund of dues. b. Failure to fulfill requirements outlined in the Membership Contract and/or abide by the MCSC Constitution and By-laws. c. At the end of the membership year. (Please see Article III under membership) ARTICLE IV OFFICERS and GOVERNING BODY Section 1. ELECTED OFFICERS: Elected officers of MCSC shall be the President, First Vice President, Second Vice President, Secretary, and Treasurer. Elected Officers serve for one year commencing upon their installation at the May General Membership meeting. Section 2. HONORARY OFFICERS AND ADVISORs: Honorary officers of the MCSC shall be the spouse of the Third Infantry Division Commanding General, to serve as Honorary President and the spouse of the Third Infantry Division Command Sergeant Major, to serve as the Honorary Vice-President. Advisor(s) shall be the designee(s) of the Honorary Officers. 2|Page September 2015 Section 3. EXECUTIVE BOARD: Executive Board of the MCSC consists of the Honorary Officers, Advisor(s), Elected Officers and the Parliamentarian. The Executive Board has the authority to decide on matters including, but not limited to, dissolution of MCSC, litigation involving the club, insurance coverage and financial issues. Only General MCSC members are eligible to be elected/selected for a position on the Executive Board. The Honorary Officers, Advisor(s) and Parliamentarian are non-voting members. Section 4. APPOINTED CHAIRS: Appointed Chairs of the MCSC will consist of those positions specified in the MCSC By-laws and any additional committees as deemed necessary by the Executive Board. Appointed Chairs serve for a term of one year commencing upon their appointment by the President, to end with the installation of the newly elected officers. The President can appoint co-chairs as needed. Section 5. GOVERNING BOARD: Governing Board of the MCSC shall consist of the Honorary Officers, Advisor(s), Elected Officers, Parliamentarian and the Appointed Chairs. The powers of administration, management, and regular operation of MCSC shall be vested with the Governing Board. Elected Officers and Appointed Chairs shall have one vote at board meetings. The President votes only to break a tie. Section 6: The Governing Board, excluding Honorary Officers and Advisors, will abide by the following term limits and conditions: a. Submission of an application and payment of dues will be the first order of business of the incoming board. b. A board member may only hold a particular board position for two consecutive years, after which they must have at least a one-year break before returning to that position. c. Ideally, no member shall hold more than one Governing Board position at a time. Should a member hold more than one Governing Board position he/she will only hold one vote. Every attempt will be made to fill the position IAW Article VI. ARTICLE V ELECTION OF OFFICERS Section 1. The Nominating Committee shall a. Be chaired by the Parliamentarian. It shall consist of not fewer than four General members of the MCSC in good standing and an MCSC Advisor. The Parliamentarian will select this committee before the February General Membership meeting. b. Solicit and advertise for candidates in conjunction with the publicity chair no later than the February General Membership meeting. c. Create a slate of nominees by selecting at least one applicant who has consented to serve, if elected, for each office. d. Accept nominations from the floor and then present the slate of candidates at the March General Membership meeting. Section 2. Elections a. At the April General Membership meeting, the election shall be by secret ballot. The candidate for any office who receives a plurality of votes cast for that office shall be elected. All General members of MCSC have the right to vote, including all Governing Board members. Absentee and proxy voting is not allowed. b. The elected officers shall be installed at the May General Membership Meeting. Each officer shall serve one year commencing with his/ her installation. 3|Page September 2015 c. If officer positions are not filled by the April election, vacancies will be filled IAW Article VI. ARTICLE VI UNSCHEDULED CHANGES OF THE GOVERNING BOARD Section 1. Governing Board members have the right to resign at any time throughout the MCSC year. Section 2. A Governing Board member can be asked to resign upon continued failure of his/her duties as described in Articles IV and VI of the MCSC By-laws, or when it is in the best interest of the MCSC. Section 3. Before a Governing Board member can be asked to resign he/she will be notified and invited to be present at an Executive Board meeting where the matter will be discussed, voted on, and potentially forwarded to the Governing Board for a final vote. Section 4. In the event an elected office becomes vacant or remains vacant following the nomination process, the President, with the approval of the Executive Board, will appoint a General member, in good standing, to fill the vacant position. This appointment will be assumed immediately and will be presented to the General Membership at the next scheduled meeting to be voted upon. Section 5. If the office of President is vacated at any time, the First Vice President will fill this position. This succession will be assumed immediately and will be presented to the General Membership at the next scheduled meeting to be voted upon. ARTICLE VII MEETINGS and QUORUM Section 1. The Executive Board shall meet on an informal basis at the discretion of the President. Section 2. The Governing Board shall meet monthly, unless otherwise announced by the President. A quorum for the Governing Board shall be 51% of the voting board. Section 3. When an immediate decision is required, the President may call for an MCSC Governing Board meeting by telephone or e-mail. Each voting member must be informed that this is a voting procedure, and must be informed of the motion under consideration in its entirety prior to voting. A telephonic or e-mail vote is to be administered solely by the Parliamentarian. Quorum and voting procedures shall be the same. All telephone or email votes are to be reflected in the minutes. Section 4. General Membership meetings of the MCSC shall be held the second Tuesday of each month unless otherwise directed by the President with approval of the Executive Board. A quorum for conducting General Membership business shall be defined as 51% of voting members present. Section 5. Except as stated otherwise in the Constitution and By-laws of the MCSC, all meetings will be conducted according to the current Robert’s Rules of Order (Revised Edition). The President will have the final authority to decide points of order. ARTICLE VIII FINANCE Section 1. The MCSC will be a self-sustaining, non-Federal entity. Neither the installation nor the Government will have any liability for the MCSC’s actions or debts. All MCSC members will pay dues 4|Page September 2015 in an amount determined by the Governing Board for the time period stated under Article III Membership. No dues will be refunded. Section 2. Funds to support the club’s charitable goals shall be derived from fundraising events and designated activities and will be deposited as income into the Community Outreach Account. All on-post fundraising efforts will be conducted in accordance with the Joint Ethics Regulation and AR 600-29 (Fund-Raising within the Department of the Army). Fundraising efforts will not conflict with the annual Combined Federal Campaign or the Army Emergency Relief Campaign and must receive written approval from the Directorate of Family, Morale, Welfare and Recreation (DFMWR) prior to the fundraiser. a. The Governing Board will determine when funds should be transferred from the Operating Account to the Community Outreach Account. b. All grants and educational scholarships will be drawn from the Community Outreach Account. c. Grants and scholarships will be distributed based on the recommendation of the Community Outreach committee and approval of the Governing Board. d. The Community Outreach Account will have no required minimum balance at the end of the fiscal year to be carried over to the following year. e. The Community Outreach Committee will meet twice a year after the Fall and Spring Fundraisers to discuss the distribution of grants. Section 3. The Executive Board must ensure that the Treasurer has the financial records and accounts of the MCSC audited annually during May prior to turning them over to a new board. Audits should be conducted IAW AR210-22. Section 4. The funds of the organization shall be derived from annual membership dues, activities, and Ways and Means, as approved by the Governing Board. Funds will be maintained in two approved community checking accounts: Operating and Community Outreach. a. The Operating Fund is derived from annual dues, designated internal activities, and Ways and Means. b. The Operating Account shall contain a minimum of $2,000.00 and a maximum of $10,000.00 at the end of the fiscal year to be carried over to the following year. c. Not less than 75% of net proceeds from community fundraising events, minus expenses, shall go to the Community Outreach Fund. The remaining funds shall go to the Operating Fund. Section 5. Books of the Treasurer and Ways and Means are open to the MCSC Executive Board for inspection at all times. Section 6. MCSC Expenditures. a. The Governing Board must authorize any single expenditure from the Operating Fund which was not included in the annual budget. b. Either the President or the Treasurer may sign any check up to $500.00. The Treasurer and either the President or the First Vice President must sign checks in excess of $500.00. c. The Governing Board may vote to reallocate budgeted Operating funds as needed. d. Transfer of funds from one account to another will be done only with the approval of the Executive Board. Section 7. The MCSC agrees to reimburse the Army, hereinafter, for utility expenses unless the Army deems the use incidental. The amount should be an amount agreed upon, in writing, between the Fort Stewart and Hunter Army Air Field Garrison and the MCSC Executive Board. 5|Page September 2015 ARTICLE IX AMENDMENTS and ADOPTION Section 1. Constitution amendment. The amendment must be voted on by the Governing Board and approved by a two-thirds majority. It must then receive a simple majority vote of the General members present and voting in a duly constituted regular or special meeting of the General Membership. Members must have been notified of the meeting and of the proposed amendment at least one week in advance. Section 2. By-laws amendment. The amendment must be voted on by the Governing Board and approved by a simple majority of the voting members present at any regular or special meeting of the Governing Board, provided all members of the Governing Board have been notified of the meeting and of the proposed amendment at least one week in advance. Section 3. Adoption. The Constitution and By-laws, and any amendments, will be adopted upon approval by the Approving Authority (Commander, U.S. Army Garrison, Fort Stewart, Georgia). ARTICLE X REVISION AND RENEWAL Section 1. A Constitution and By-laws committee will meet to review the Constitution and report its recommendations to the Governing Board every other year. The Board must approve the recommended Constitutional changes by a simple majority after quorum is reached. Once approved by the Governing board, the Constitution will be presented to the General Membership for approval by a vote of simple majority present. If Constitutional amendments are necessary, they must be presented to the General Membership for approval by a vote of simple majority present. Section 2. A Constitution and By-laws committee will meet to review the By-laws and report its recommendations to the Governing Board every other year. If there are necessary changes to the By-laws, the Governing Board must approve the changes by a simple majority once quorum is reached. ARTICLE XI GOVERNMENT AND RECORDS Section 1. A historical file consisting of the following records will be printed, maintained and held by the Parliamentarian. The file shall consist of: a. The most current original letter of approval to operate on the installation. b. The most current copy of the Constitution. c. The most current copy of the By-laws. d. The most current record of approval of the Constitution and By-laws. e. Current inventory of physical and financial assets. f. A copy of current applicable Army Regulations. g. A copy of all club insurance policies. h. After Action Reports necessary for the proper operation of the organization by successors. Section 2. All historical records, other than financial records, of the MCSC will be completed at the end of the MCSC fiscal year, held for five (5) years, and then be destroyed. 6|Page September 2015 Section 3. The Treasurer shall maintain all applicable financial records for his/her board year. At the end of the MCSC fiscal year, all financial records will be completed and held for seven years and then be destroyed. These items shall be housed at the MCSC Property Room. Section 4: The MCSC will provide minutes or summaries of MCSC meetings on a routine basis, but not less than annually, to the installation commanders designee. ARTICLE XII INSURANCE Fidelity bonding and liability insurance will be maintained by the MCSC in a sufficient amount to cover the club’s assets IAW AR 210-22. ARTICLE XIII DISSOLUTION Upon dissolution of the MCSC by an affirmative vote of a majority of the General Membership present, without any provision to meet again in the future, the funds in the treasury at the time will be used to meet all of the outstanding debts, liabilities, and obligations. The balance will be disposed of as determined by the membership at that meeting. If upon dissolution the assets of the MCSC are insufficient to discharge such debts and liabilities, all members shall be personally held liable for such debts and liabilities. All State and jurisdictional laws will be met at dissolution. This Constitution was approved by the MCSC General Membership at a general membership meeting held on _____________________. In witness whereof the following officers affix their signatures: President________________________________________ Date_________________ Parliamentarian__________________________________ Date__________________ This Constitution was approved by the Fort Stewart Garrison Commander and adopted by the MCSC on _____________________. 7|Page September 2015