WHITEMAN OFFICERS’ SPOUSES’ CLUB

WHITEMAN AIR FORCE BASE, MISSOURI

CONSTITUTION AND BYLAWS

Effective September 11, 2008

ARTICLE I

The name of this organization will be Whiteman Officers’ Spouses’ Club, hereinafter referred to as WOSC. It shall be a private organization located at Whiteman Air Force Base operating under the parameters of AFI 34-223. This organization encompasses the Whiteman Officers’ Spouses’ Club Charitable Association (WOSCCA). Membership in one is automatic membership in the other, and all rules apply to both.

ARTICLE II

OBJECT

The purpose of the WOSC is to organize and sponsor educational, charitable, and social activities, as defined by Internal Revenue Code, Section 501 (c) (7). The goal is to provide information of interest to the members and to foster the ideals of charity and fellowship. The WOSC Charitable Association will control the charitable and educational activities of the organization.

A. The WOSC is organized and operated exclusively for pleasure, recreation, and other non-profit purposes; and no part of its earnings may benefit any one member. This association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of the purposes set forth in Article II hereof.

B. Authority – The WOSC is a private organization pursuant to the authority contained in Air Force Instruction 34-223. The organization is not an instrumentality of the United States Government and is not considered under the United States Air Force’s control. The organization is not entitled to severing immunities or privileges. Appropriated or non-appropriated funds of the United States or it instrumentalities shall not be used to support the organization, either directly or indirectly, unless otherwise specifically authorized to obligate such funds to conduct business. It is acknowledged that this organization can and only exists on Whiteman Air Force Base with written consent of the installation commander, which consent may be withdrawn at any time the commander determines such withdrawal to be in the best interest of the Air Force. Operation is contingent upon compliance with requirements and conditions of applicable Air Force Regulation and Instructions.

C. The membership is liable under the laws of the State of Missouri for organizational debts in the event the organization’s assets are insufficient to discharge liabilities.

D. Insurance – The WOSC will maintain adequate liability insurance, as determined by the installation commander or designee, to protect against any operation or project it shall undertake. The WOSC will maintain fidelity insurance covering any member who controls or has access at any time to WOSC or WOSCCA funds in excess of $500.00.

E. Limitations – This organization will conduct no program that will prejudice or discredit the interests of the United States Air Force or any other government agency.

This organization will not conduct any business in the name of the United States Air Force installation or organization. Furthermore, official sponsorship of endorsement by Whiteman Air Force Base or by the United Sates Air Force of the WOSC or any of its activities may not be stated or implied.

This organization will not engage in any program that conflicts or competes with Services activities, NAFI, or the Army and Air Force Exchange Service.

When requested by the installation commander, the organization will cause an audit of the financial status to be conducted by such person or agency as the WOSC Budget Committee shall designate. All books and records of the organization will be made available for such audits, to be conducted not less than once a year. Special circumstances may require an additional audit.

This organization is prohibited from resale activities, except for the Thrift Shop sales and occasional sales for fund raising purposes in accordance with AFI 34-223, and other Air Force Regulations and Instructions.

These Bylaws cannot be amended to omit a statement of the nature and purpose of the organization or to omit provisions for disposing of residual assets and liabilities when the organization is dissolved.

ARTICLE III

MEMBERSHIP

Membership in the WOSC is voluntary and shall include four (4) categories – active, associate, social, and honorary as described in the Bylaws. Notwithstanding the terminology used, membership in this organization is not restrictive on the basis of gender, race, color, national origin, or religion; nor will the WOSC sponsor, support, or participate in any such activity. Membership in the WOSC is a prerequisite for participation in all WOSC activities.

A. Membership Categories:

1. Active

a. Eligibility

1) Spouses of active duty officers who are eligible to be members of an Officers’ Club.

2) Spouses of active duty officers who are on assignment elsewhere.

b. Privileges – Active members shall have the right to vote, hold office, and to serve on the Executive and General Board.

2. Associate

a. Eligibility – Upon written application and payment of WOSC dues, the following spouses may become associate members:

1) Spouses of deceased officers of the United States Armed Forces who have not remarried.

2) Spouses of retired officers of the United States Armed Forces who are eligible to be members of the Whiteman Officers’ Club.

3) Spouses of civilians (GS-9 and above) who are eligible to be members of the Whiteman Officers’ Club.

4) Spouses of part-time officers of the U.S. Armed Forces Reserve or National Guard who are eligible to be members of the Whiteman Officers’ Club.

b. Privileges – Associate members shall have all social privileges including the right to vote. They may not hold elected office, but may be appointed as chair of a Standing Committee on the General Board. The Executive Board reserves the right to approve or disapprove these applications for membership.

3. Social

a. Eligibility

1) Civilians and spouses of civilians in the surrounding communities who are eligible to be members of the Whiteman Officers’ Club.

2) Each community is permitted to maintain one WOSC membership.

3) Each community membership is allowed to send one (1) representative and one (1) guest to a WOSC function.

b. Privileges - These members shall be dues paying members of the WOSC. They shall not hold office, committee or have the right to vote.

4. Honorary

a. Eligibility – The President and Advisory Council, with the approval of the General Board, may invite such persons as are deemed appropriate to be honorary members for a period of one WOSC year or, in certain instances, as Lifetime Honorary Members.

b. Privileges – Honorary members shall not pay dues, hold office, or have the right to vote.

B. Termination of Membership

1. Any member wishing to resign from WOSC due to a PCS will be responsible for dues until signed resignation form is submitted to the First Vice President of WOSC.

C. Guests

1. Spouses who are eligible for membership in WOSC may attend only one function as a guest prior to becoming a member.

2. Bona fide houseguests of a member may attend all WOSC functions.

3. The President and Honorary President may invite guests to a function on behalf of the WOSC.

4. The Executive Board will consider all categories of guest eligibility not covered by Bylaws on a case-by-case basis.

D. Dues

1. Dues are charged per year running 1 Aug – 31 July for active, associate, and social members and may be paid by check or cash. Optional billing procedures will be determined by the Executive Board and explained in the WOSC General Policies. If a PCS occurs before the year is complete, remaining dues may be refunded upon receipt of a signed resignation to the Fist Vice President. Resignation not due to PCS will not result in a refund. Appeals may be made to the Executive Board.

2. Dues year runs from 1 Aug-31 July. New members who join will have dues prorated based on the month that they join. Prior and/or existing members of WOSC rejoining will be charged $60 for the entire dues year regardless of the date received.

3. Monthly functions and/or special functions may incur charges. Members will pay for such charges for themselves and their guests.

4. Any member who is delinquent for three (3) months in paying dues will forfeit membership and, upon payment of back dues, may be reinstated by submitting a written application to the membership chairperson.

E. All WOSC members will also hold membership in the Whiteman Officers’ Spouses’ Club Charitable Association (WOSCCA).

ARTICLE IV

OFFICERS

A. The officers of this organization shall be honorary, elected, and appointed.

1. Honorary

a. The honorary officers will include an honorary president and honorary vice president and may include one or more advisors. They will constitute the Advisory Council.

b. Qualification and Duties

1) The Advisory Council will be composed of spouses of the installation commander and vice installation commander or representatives appointed by the spouse of the installation commander. Upon recommendation, the spouses of the installation commander and the vice installation commander, along with the WOSC President, may appoint additional advisors. They will be designated Honorary President, Honorary Vice President, and Advisors respectively. The spouse of the installation commander may serve as Honorary President or may appoint another advisor to serve in her/his place.

2) The Advisory Council will attend regular meetings of the General Board and special meetings of the Executive Board without vote and act in an advisory capacity.

3) The Advisory Council will also be the Advisory Council for the Whiteman Officers’ Spouses’ Club Charitable Association.

4) The Honorary President will serve on the Thrift Shop Board.

2. Elected Officers

a. The following officers will be elected by plurality vote at an annual meeting held for that purpose and will serve for a period of one (1) year. They may stand for re-election. They are: President, First Vice President, Second Vice President, Secretary, Operational Fund Treasurer, and Charitable Association Treasurer.

b. At the time of nomination, nominees will, in good faith, have one remaining year on station and will not knowingly have lengthy TDYs, deployment, PCS, or other conflicts that would affect the duties of the elected office.

3. Appointed

a. The President will appoint a Parliamentarian and make any other appointments as deemed necessary.

B. Election of Officers

1. Nomination Committee

a. The Parliamentarian, as chair, may choose to appoint a committee of members. The Advisory Council will assist at all levels of the nomination process.

b. There shall be two (2) candidates nominated for each office whenever possible. All nominees must be members in good standing no less than one month prior to close of nominations. Members of the Nomination Committee are eligible to become nominees for office. When such a member accepts a nomination, that person will immediately resign from the committee. The Parliamentarian may appoint a replacement.

c. The slate will be presented at the general membership meeting in March. Nominations may be made from the floor only at this time and with prior consent of the nominee.

2. The Election

a. The officers of this club will be elected by a plurality vote of current members attending the general membership meeting of the WOSC in April and of those current members voting by absentee ballot.

b. Absentee voting will be made available according to the plan outlined in the Parliamentarian’s Job Description and approved by the Executive Board.

c. On Election Day, membership shall be verified by the Membership Chair before any regular or associate member may vote.

d. In the absence of a Nomination Committee, the Parliamentarian and Advisory Council will count and be in charge of the ballots on Election Day. The Parliamentarian will be responsible for destroying the ballots.

e. The Parliamentarian and/or Honorary President shall cast a ballot, kept in a sealed envelope only to be opened in the event of a tie. No one shall be informed of a tie or non use of these ballots. The envelope is destroyed after certifying the count. The Parliamentarian and those counting votes are the ONLY members to know the final total number of votes for each office.

f. In the event there is only one nominee for each office, the entire slate will be presented for an approval vote to the general membership and may be accepted by a voice vote.

3. Tenure of Office

a. The terms of all elected officers will be for one (1) full year and will begin at the May General Board Meeting.

b. The terms of office of all appointed officers will be for the same period of time as the term of office of the appointing officer. When an appointed office becomes vacant for any reason, the President will appoint a member to serve out the remaining term.

c. All elected officers will hold the same position in the Whiteman Officers’ Spouses’ Club Charitable Association.

4. Vacancies

a. In the event of a vacancy in the office of President, the First Vice President shall immediately assume the office. In the event of a Co-President, the Co-President shall assume office.

b. A vacancy in the office of First Vice President, Second Vice President, Secretary, Operational Fund Treasurer, Charitable Association Treasurer, or Parliamentarian will be filled by appointment by the President, with the approval of two-thirds majority of the Executive Board, to serve the remaining term.

c. If, for any reason, an elected officer must be inactive for more than two (2) months, the President may request a resignation.

d. Resignation from any board position, except President, will be submitted in writing to the President and the Secretary and will be effective immediately.

e. Resignation from the Presidency will be submitted in writing to the Honorary President, 1st Vice President, Secretary, and Parliamentarian. The Co-President or 1st Vice President will promptly notify the WOSC General Board of a vacancy in the Presidency.

ARTICLE V

MEETINGS

A. Regular Meetings

1. There will be a minimum of eight monthly WOSC functions, unless otherwise designated by the General Board. No meetings will be held in June and July, unless deemed necessary by the General Board.

2. Reservations will be accepted for all WOSC functions. Reservation requirements are outlined in the WOSC General Policies.

B. Special Meetings

1. The President may call special meetings as deemed necessary.

2. Any member of the Executive Board may request a special meeting to be called by the President.

3. Any member of the Advisory Council may call a special meeting with or without the President’s approval.

4. With the approval of at least one of the Advisory Council, a special vote may be taken by e-mail or phone by the Parliamentarian or by the President in the Parliamentarian’s absence.

C. Voting Privileges

1. For all motions requiring a vote by the general WOSC membership, each active or associate member of the WOSC has one vote, as outlined in Article III.

a. Members shall be current in payment of dues at least 30 days prior to casting a vote.

b. Members shall maintain WOSC membership for at least 60 days prior to casting a vote.

2. For all motions requiring a vote by the General Board, each Standing Committee Chair gets one vote. Co-chairs do not vote except in case of the Chair’s absence. No board member may have two votes at any time, even if the same member holds two board positions.

3. Elected officers vote as regular members at all meetings, with the exceptions of the President and the Parliamentarian, who do not vote at General Board meetings. Other exceptions are outlined in the WOSC General Policies and Standing Rules.

4. Members of the Advisory Council do not vote except as regular members for a general membership vote.

D. Quorum

1. The number of current voting members present at a regular membership meeting will constitute the quorum necessary to transact business.

2. A simple majority of voting members of the General Board will constitute the quorum necessary to transact business during monthly board meetings.

3. A three-fourths (3/4) majority of the Executive Board will constitute the quorum necessary to transact business during special meetings.

E. Authority – All meetings will be conducted in accordance with Robert’s Rules of Order – Newly Revised, where they do not conflict with the rules and policies of the WOSC, the WOSCCA, or the regulations and instructions of the United States Air Force.

ARTICLE VI

EXECUTIVE & GENERAL BOARDS

A. The Executive Board shall consist of the Advisory Council, the elected officers, and the Parliamentarian. All Executive Board members will attend special meetings per Article V, B.

B. The General Board will consist of all members of the Executive Board and the chairperson (or co-chair or other representative in the chair’s absence) of each Standing Committee.

C. The General Board will meet monthly prior to the general membership meeting/social function. They will formulate the policies and direct the operation of the WOSC/WOSCCA.

D. Dismissal of Board Members

1. Dismissal of an elected Board member – a voting member of the General Board may move for the dismissal of any elected member at any regular meeting of the Board. If the President is the subject of the motion for dismissal, the remaining Co-President or First Vice President shall preside over that portion of the meeting relating to the dismissal. The motion will be acted upon at the next regular Board meeting. The subject member shall have the opportunity to address the Board in defense prior to the Board voting on the matter. No elected member of the Board may be dismissed unless the Board votes for dismissal by a two-thirds (2/3) majority of all members of the General Board.

2. Dismissal of a Board member appointed by the President to include Parliamentarian, standing and/or special committee chair and/or co-chair – The President or Co-President shall state in writing, requesting the Board member voluntarily resign, clearly stating the reason for such a request. Copies of the written request will be provided to the Honorary President, Honorary Vice President, Parliamentarian, and Secretary. The request for the resignation will be recorded at the following regular General Board meeting. The subject member will have fourteen (14) days to respond to the request of the President. At the end of 14 days, the subject member shall have resigned or select to take the opportunity to address the Board at the next regular Board meeting. The General Board will vote for or against the dismissal by a two-thirds (2/3) majority vote of all General Board members following the subject member’s comments.

E. Board members shall maintain records for one (1) previous board year (Operational and Charitable Treasurers for seven (7) previous years) plus records of the current board year, to include General Board meeting minutes, financial reports, job descriptions, and current copies of the WOSC and WOSCCA Constitutions and Bylaws, General Policies, and Standing Rules. In addition, Executive Board members shall retain minutes and reports from special meetings of the previous and current board years. One copy of each General Board meeting minutes, general membership meeting minutes (when applicable), Executive Board special meeting minutes, and all Board reports are always retained by the Secretary for three (3) years.

F. At the expiration of the term, each Board member will prepare copies of an updated detailed job description with recommendations for the member’s successor. Copies will be presented to the board member’s successor, the WOSC President, Co-President, members of the Advisory Council, and the Parliamentarian at the May General Board meeting.

G. Following the election, all out-going officers and standing committee chairpersons will contact their in-coming counterparts before the May (combined) General Board meeting and coordinate their respective duties.

H. The President and/or Co-President shall designate committees that they and the Vice Presidents will coordinate and/or serve as ex-officio members.

I. Each chairperson or co-chair of a standing committee is required to:

1. Prepare a monthly report to be presented at the General Board meeting.

2. Prepare a record of expenditures and/or receipts to be turned over to the Operational Treasurer.

3. Send any new business or motions to the President, Secretary, Parliamentarian, and Advisory Council no later than two days prior to the General Board meeting.

J. Board members are expected to attend all WOSC social functions.

K. The Executive Board will also be the Executive Board of the Whiteman Officers’ Spouses’ Club Charitable Association.

ARTICLE VII

COMMITTEES

A. Standing Committee Chairs (or co-chair in the chair’s absence) shall attend all General Board meetings as voting members of the Board, and certain special meetings upon request. Chairs and co-chairs shall attend regular meetings of the general membership and support all WOSC functions. Duties will be performed as outlined in the WOSC General Policies, Standing Rules, and Job Descriptions.

B. Standing Committees shall be appointed by President as needed with the approval of the Advisory Council and the Executive Board.

C. Special committees may be appointed by the President with the approval of the Advisory Council and the Executive Board, and said committees cease to exist after completion of their work and presentation of their final report. Special Committee chairs or coordinators shall not be voting members of the board.

ARTICLE VIII

FINANCES

A. Budget

1. Funds

a. Operation Fund Account – The funds for the Operational Account are derived from dues, assessments of members, and fund-raising projects as regulated by the IRS and Missouri State Law. These funds will be used for approved WOSC expenses, programs, services, and special events. No more than 15% of the total budget may come from outside sources and 20% of the total budget may come from investment income. Any excess will be transferred to the Charitable Association Account.

b. Charitable Association Fund Account – The funds for the charitable account are derived from fund-raising projects and Thrift Shop profits and are used exclusively for charitable purposes and expenses, as stated in the WOSCCA Constitution.

c. Any fund-raising event that generates an income in excess of $100.00 that has not been specified as solely Operational and/or Charitable will be split 15% Operational and 85% Charitable.

d. Ways and Means income less than $100.00 may go entirely to the Operational Account.

2. Budget Committee

a. Will be composed of the Executive Board, the Advisory Council, and any others deemed necessary by the committee.

b. Will prepare a proposed budget to present to the General Board for approval by the May board meeting. The budget will be voted upon by the general membership.

3. Budget Adjustments

a. Budget Committee will review the budget in January and make necessary adjustments.

b. The January budget revision will be voted upon by the general Board at the January board meeting.

B. Fiscal Year – The fiscal year of the WOSC will follow the board year and will run from 1 June through 31 May. The budget for the fiscal year will be approved by a majority vote of the current voting members present at the first general membership meeting of that fiscal year.

C. Expenditures

1. The General Board may approve expenditures of non-budgeted funds, without prior approval of the membership, of not more than three hundred dollars ($300.00) for any single item, project, or function. All expenditures which exceed this limit will be approved by a majority vote of the voting members present at a general membership meeting.

2. The President shall have a discretionary account limited to $100.00 as budgeted by the Board to pay for protocol items or protocol projects as deemed necessary by the Board.

3. The First Vice President shall have a discretionary account limited to $100.00 as budgeted by the Board to pay for protocol items or protocol projects deemed necessary by the Board.

4. The balance in the Operational Fund shall not be reduced to less than the contingency fund of five hundred dollars ($500.00), unless approved by a two-thirds (2/3) majority vote of the General membership.

5. The club will be allowed to carry over enough money in their accounts to pay needed unbudgeted bills throughout summer months when no social functions are taking place.

D. Audits – Audits of the WOSC Operational Fund and WOSCCA financial records will be performed not less than annually, upon completion of the terms of office or resignation of the Operational Fund Treasurer, the Charitable Fund Treasurer, and the Thrift Shop Bookkeeper, in accordance with AFI 34-223 and WOSC/WOSCCA Constitutions and Bylaws. The Auditor will be paid by the fund being audited.

E. Taxes – The WOSC has been recognized as a tax-exempt organization by the Internal Revenue Service (IRS) under the Federal Tax ID number 43-6050456. To preserve that status, the WOSC must, among other things, file annual income tax returns, even though no tax will be due. It shall be the responsibility of the Treasurer to provide the auditor with all the necessary information and records to prepare the returns. It shall be the responsibility of the President to sign all returns and to see that they are properly filed in a timely fashion. Any forms or other correspondence received from tax authorities will immediately be forwarded to the auditor.

F. Banking – The Presidents, Vice Presidents and Treasurers will have signature authority on the Operational and Charitable checking accounts. Checks will be countersigned by at least two (2) of these officials if in excess of $150.00.

G. Properties- The properties held by the WOSC will be stored in the Club and at the Wing Headquarters Building.

ARTICLE IX

AMENDMENTS

Any proposed amendments to the WOSC/WOSCCA Constitutions and Bylaws must be submitted in writing to the Parliamentarian, President and/or Co-President and must be signed by a minimum of five (5) active members of the WOSC. A full revision requires a committee of no less than five (5) active WOSC members and one (1) advisor. The proposed amendments or the entire revised document will be presented at a regular general membership meeting. A two-thirds (2/3) affirmative vote of the current voting members present will be necessary for adoption of the amendments, subject to final review by the Legal Office and the Installation Commander.

ARTICLE X

DISSOLUTION

A. In the case of dissolution of the WOSC/WOSCCA, funds in the treasury at the time will be used to satisfy any outstanding debts, liabilities, or obligations. The balance of these assets will be disposed of as determined by the membership.

B. The membership is liable under the laws of the State of Missouri for organizational debts in the event the organization’s assets are insufficient to discharge liabilities. The members of the WOSC/WOSCCA are advised that said organizations are not a government instrumentality but are non-profit organizations, that the United States Government will not be liable for payment of any liabilities of the WOSC/WOSCCA, and that the unsatisfied liabilities of the WOSC/WOSCCA may result in the personal liability of all active and associate members, even though the organizations may be dissolved. Assets abandoned by the WOSC/WOSCCA after dissolution may be acquired by Whiteman Air Force Base under the terms of existing policy on these matters and consistent with the laws applicable to Whiteman Air Force Base. Any funds remaining in the treasury after satisfaction of all outstanding debts, liabilities, and obligations may be used to support any on- or off-base charity or charities that reflect favorably on the WOSC and the Air Force, or may be redistributed to Officers’ Spouses’ Clubs or clubs (functional equivalent) of any other base within Air Combat Command. A majority of the voting members present at the last general membership meeting must approve the disbursement of funds.

ARTICLE XI

EFFECTIVENESS

This constitution shall be effective upon adoption of the affirmative vote of a majority of the voting members present at the regular general membership meeting, subject to the verification and approval of the Legal Office, Mission Support Group Commander, and Wing Commander.

Prepared by____________________

TAMMI NAMAN WOSC Parliamentarian

_________________

Date

The foregoing Constitution was adopted by a two-thirds majority vote of the membership during the regular general membership meeting of the WOSC held on September 11, 2008.

________________________________

ERIN SIMS WOSC Co-President

_______________________________

DIONNA TEMPLIN WOSC Co-President

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Assistant Staff Judge Advocate

_______________________________

KEVIN NAMAN, Maj, USAF

Commander, 509th Force Support Squadron

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PATRICIA McGINNIS, Colonel, USAF

Commander, 509th Mission Support Group

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GARRETT HARENCAK, Brig. Gen., USAF

Commander, 509th Bomb Wing