ZaCSA 2016 CONSTITUTION:

 


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ARTICLE I

NAME AND PURPOSE

Section 1-1. Name. The name of this organization will be the ZAMA COMMUNITY SPOUSES’ ASSOCIATION (ZaCSA).

Section 1-2. Purpose. The purpose of ZaCSA is to conduct community service, enhance morale and bi-lateral relations through social interactions, provide community grants and award scholarships as determined appropriate by its members.

 

ARTICLE II

GENERAL PROVISIONS

Section 2-1. Authority. ZaCSA is established as a Private Organization (PO) under the provisions of AR 210-22, and exists on the military installation known as Camp Zama by the express consent of the Commander, USAG-J. This consent is contingent upon compliance with the requirements and consideration of all Army regulations and applicable host nation laws. ZaCSA will operate as a PO, by individuals not acting within the scope of their official capacity as soldiers, employees, or agents of the US Government (USG). There is no official relationship between PO activities and official duties and responsibilities of Department of Defense (DOD) personnel who are PO members and participants. Neither the Federal Government nor any of its non-appropriated fund (NAF) instrumentalities (NAFIs) will incur or assume any obligations of the PO. The PO will comply with all federal and host nation tax laws.

Section 2-2. Chartering as a PO. ZaCSA is required to be chartered as a PO on Camp Zama to be able to operate on the installation. The charter is good for two years and the re-chartering process must be initiated at least 120 days prior to the expiration of ZaCSA’s charter. The President of ZaCSA is responsible for ensuring that the ZaCSA is chartered as a PO on Camp Zama.

Section 2-3. Support from the USAG. ZaCSA is not an instrumentality of the USAG, must be self-sustaining, and may not receive financial (appropriated or NAF) or other assistance from the US Army or Camp Zama, except as provided for in Chapter 3, DoD 5500.7-R Joint Ethics Regulation. No seal, insignia, or other identifying device of the local installation or other US military department or service may be utilized, unless the Commander, USAG-J, grants his/her written permission. ZaCSA may receive limited support from Camp Zama for support of events sponsored in conjunction with the installation. The Commander, USAG-J, or his/her designee, will approve this support in writing. ZaCSA agrees to reimburse the Army for utility expenses unless the use is incidental, and billing costs would exceed the costs of the utility.

Section 2-4. Equal Opportunity. ZaCSA fully supports the US Army’s and Camp Zama’s policies on equal opportunity and will not discriminate on the basis of race, color, religion, national origin, marital status, or gender, or support or associate with people or organizations that do. All activities that ZaCSA conducts will not prejudice or discredit either the US military Services nor any other agency or official of the US Government. ZaCSA agrees that it will neither propagate extremist activities, nor advocate either violence against others, or the violent overthrow of the US Government. ZaCSA will not seek to deprive any individual of their civil rights.

 

ARTICLE III

FUNCTIONS/ACTIVITIES and OPERATING PROCEDURES

Section 3-1. Liability. All Members shall be personally liable for all outstanding debts and liabilities if the assets of ZaCSA are insufficient to discharge such debts and liabilities.

Section 3-2. Knowledge of Constitution and Bylaws. All members of ZaCSA will read this Constitution and Bylaws as a condition of membership.

Section 3-3. The Constitution and Bylaws were approved by a majority vote of the members present at a General or Special meeting on April 20, 2016.

Section 3-4. Constitution and Bylaws. ZaCSA’s Constitution and Bylaws may be adopted, amended, orreplaced by the approval of the majority of the members present at a General or Special Meeting. The ZaCSA Board may decide that an electronic vote is appropriate. An electronic vote to adopt, amend, orreplace the Constitution and Bylaws would require the approval of the majority of a quorum of one-third of the general membership by a designated date. Any amendments or changes to the Constitution and Bylaws of ZaCSA are subject to the final approval of the Commander, USAG-J. ZaCSA will provide proposed amendments or changes to the appropriate USAG-J office within 30 days of their approval by the membership.

Section 3-5. Recommended Changes. Any member of ZaCSA may propose changes to ZaCSA’s Constitution and Bylaws.

 

ARTICLE IV

MEMBERSHIP

Section 4-1. Membership. Membership is open to all personnel associated with Camp Zama and the surrounding installations, to include retirees. The majority of the members must have privileges under the Status of Forces Agreement (SOFA).

Section 4-2. Dues. Each member of ZaCSA will be assessed an annual membership fee of: twenty dollars ($20.00) for an individual and thirty dollars ($30.00) for a familyas a condition of membership. ZaCSA’s calendar year runs June 1- May 31. Members joining after January 1 of the membership year will pay 50% of the annual membership fee. ZaCSA will waive membership fees for individuals who meet the criteria to be a member and have a deployed spouse.

Section 4-3. Procedures for Applications, Resignations, and Termination of Memberships.

Section 4-3-1. Applications. An individual meeting the membership criteria may become a ZaCSA member by completing an application, and paying the membership fee, if required.

Section 4-3-2. Resignations. No specific form is required for a generalmember to resign from ZaCSA membership. Membership ends when the member is no longer assigned to Camp Zama or the surrounding installations. Upon resigning, no annual membership fees will be refunded. Resigning Executive Committee members will submit their resignation, in writing, to the President of ZaCSA.

Section 4-3-3. Terminations. A membership may be terminated for violating provisions of the ZaCSA Constitution or Bylaws, subject to the terms of the ZaCSA Constitution, Bylaws, and U.S. Army and Camp Zama rules and regulations. This decision shall be made by three-fourths vote of the ZaCSA Board.

Section 4-3-4. Membership Roster. ZaCSA shall maintain a membership roster listing members’ personal information to include:  name, address, phone number, email address, and other information provided by the ZaCSA Member. Member participation in the roster is voluntary. This directory, as well as all published personal information in any ZaCSA documentation, is intended for official use only within ZaCSA. No individual names, addresses, phone numbers, or email addresses may be released to other organizations, businesses, or persons outside of ZaCSA.

 

ARTICLE V

EXECUTIVE COMMITTEE AND GOVERNING BODY

Section 5-1. Election of Executive Committee. The election of the Executive Committee, which consists of the President, Vice President, Secretary and Treasurer, shall be conducted at the year-end Annual Meeting. A quorum of members must be present at the Annual Meeting. A quorum for an Annual Meeting is a minimum of one-fourth of the general membership and at least two of the four Executive Committee members. In the event a quorum is not present, the election of the Executive Committee may be conducted via electronic vote to the general membership. The election will become effective with the return of ballots by a quorum of members by a designated date.

Section 5-2. Executive Committee. The establishment, administration, operation, and dissolution of the organization are under the general supervision of the Executive Committee.

Section 5-3. Term of Office. The members of the Executive Committee shall be elected by the general membership to a term of office not to exceed one year. Members of the Executive Committee may be elected to more than one consecutive term of office. The term of the elected Executive Committee shall begin June 1 following the election and end on May 31 of the following year. No Executive Committee member shall be eligible for more than two complete consecutive terms in the same office.

Section 5-4. Recall of an Executive Committee Member. All Executive Committee members serve at the behest of the general membership. The general membership, when dissatisfied with a member of the Executive Committee, may recall or terminate this officer. A recall shall be conducted at either the monthly General Membership meeting, or a Special Meeting may be called, and will become effective upon a two-thirds vote of the entire general membership. Once an officer has been recalled, a special election will be held within thirty days to replace the recalled member. In the event of a recall of the President, the Vice President will assume the responsibilities of the President, and the special election will be to elect a new Vice President. If the Secretary or Treasurer is recalled, then the Vice President will assume the duties of the recalled officer until a new officer is elected. In the event of a recall of the Vice President, the Secretary will assume the duties of the Vice President until the election of a new Vice President.

 

ARTICLE VI

DUTIES OF EXECUTIVE COMMITTEE

Section 6-1. General. To ensure that ZaCSA’s objectives are satisfied and the proper direction is maintained, the general membership shall elect an Executive Committee in accordance with Article V of the Constitution.

Section 6-2. President.

Section 6-2-1. Preside over and direct the overall operation of ZaCSA, based on the desires of the general membership.

Section 6-2-2. Perform other duties as may be prescribed by the general membership.

Section 6-3. Vice President.

Section 6-3-1. Fulfill the duties of the President, in the absence of the President or should the President fail to complete his/her term of office.

Section 6-3-2. Fulfill the duties of the Secretary and/or Treasurer, if said officer(s) is/are recalled by the general membership, in accordance with Article V of the Constitution.

Section 6-3-3. Review and certify the Treasurer’s Report prior to each ZaCSA Board or Special Meeting.

Section 6-3-4. Retain signature authority on all financial transactions of ZaCSA.

Section 6-3-5. Perform other duties as may be prescribed by the general membership or the President.

Section 6-4. Secretary.

Section 6-4-1. Fulfill the duties of Vice President until a new Vice President is elected in the event the Vice President is unable to complete his/her term of office.

Section 6-4-2. Take and prepare minutes for all ZaCSA Board or Special Meetings. Make distribution of the minutes in accordance with Article XII of the Constitution.

Section 6-4-3. Maintain copies of all administrative documents. As a minimum, the following will be kept on file:  Copies of the Constitution (and Bylaws), the application for charter, the USAG-J Commander’s approval to operate as a PO, minutes of all meetings, Treasurer’s Reports, and other pertinent regulations.

Section 6-4-4. Prepare all official and unofficial correspondence for ZaCSA.

Section 6-4-5. Perform other duties as may be prescribed by the general membership or the President.

Section 6-5. Treasurer.

Section 6-5-1. Maintain a single-entry accounting system to account for all revenue earned, and expenditures made, by ZaCSA, to include the maintenance of supporting documents for all revenue and expenditures.

Section 6-5-2. Only expend funds in accordance with Article IX of the Constitution.

Section 6-5-3. Prepare a Treasurer’s Report for each ZaCSA Board Meeting.

Section 6-5-4. Make records available to the Vice President for certification of the Treasurer’s Report.

Section 6-5-5. Prepare an annual financial report in accordance with Army Regulation 210-22.

Section 6-5-6. Maintain accountability for the bank accounts (savings and/or checking) and ensure that signature cards are current.

Section 6-5-7. The Treasurer will ensure the Executive Committee, East Meets West Manager and Purchaser are properly and adequately bonded.

Section 6-5-8. Perform other duties as may be prescribed by the general membership or the President.

 

ARTICLE VII

ELECTIONS AND VOTING

Section 7-1. Election of Executive Committee. The election of the Executive Committee will be in accordance with Article V of the Constitution.

Section 7-2. Recall of an Executive Committee Member. The recall of an Executive Committee member will be in accordance with Article V of the Constitution.

Section 7-3. Resignation of Executive Committee Member. Resigning Executive Committee members will submit their resignation, in writing, to the President of ZaCSA. The resignation of the President will be submitted, in writing to the Vice President of ZaCSA. The procedures for filling a vacant officer position will be the same as for filling a vacancy after a recall of an officer in accordance with Article V of the Constitution.

 

ARTICLE VIII

STANDING COMMITTEES

Section 8-1. Standing Committees. Standing Committeesmay be established, as deemed appropriate by the Executive Committee. Standing Committee Chairs are voting members of the ZaCSA Board.

 

ARTICLE IX

FUNDING SOURCES

Section 9-1. Self-Sustaining. ZaCSA is considered to be a self-sustaining, non-Federal entity and its income will be attained primarily through dues, contributions, service charges, and/or special assessment to members.

Section 9-2. Fund-raising.

Section 9-2-1. General. ZaCSA is authorized to request permission to conduct fund-raisers held on, or advertised on Camp Zama, when such activities are approved at a ZaCSA Board or Special Meeting. The Commander, USAG-J, will review and approve, or disapprove, all requests for fund-raisers that are to be held on, or advertised on, Camp Zama.

Section 9-2-2. Sale of Alcoholic Beverages. ZaCSA is not permitted to sell any alcoholic beverages at any time. This includes the sale of beer, wine, wine coolers, and alcoholic beverages of any type.

Section 9-2-3. USAG-J Commander Approval. ZaCSA will submit typewritten requests for permission to conduct fund-raisers to the appropriate USAG-J office at least 30 days prior to the event; 7 days for car washes or bake sales. The appropriate USAG-J office will verify the PO’s standing, and forward the request to the Staff Judge Advocate (SJA) for review. The request then will be forwarded to the USAG-J Commander for approval/disapproval. The approval/disapproval of the USAG-J Commander will be provided, in writing, to the PO.

Section 9-3. Commercial Sponsorship. ZaCSA is not authorized to solicit commercial sponsorship.

Section 9-4. Bank Accounts. ZaCSA is authorized to open a non-interest bearing, commercial savings and/or checking account at a commercial financial institution (bank or credit union). The bank account will be in the name of the Zama Community Spouses’ Association and the President, Vice-President, and Treasurer will be the account custodians.

Section 9-5. Accounting System. A single-entry accounting system will be utilized to account for all revenues and expenditures.

Section 9-6. Treasurer Reports. The Treasurer will prepare a financial report for all ZaCSA Board and Special Meetings, reflecting the income and expenses incurred since the previous meeting. The Vice-President will verify the accuracy of the Treasurer’s Report prior to its presentation at an ZaCSA Board or Special Meeting. Both the Treasurer and the Vice-President will sign the report.

Section 9-7. Audits. An audit of all funds received or expended by ZaCSA will be conducted every 2 years and upon the change of Treasurer. A copy of the audit will be presented at the next ZaCSA Board or Special Meeting, and a copy will be provided to the appropriate USAG-J office. Specific requirements for audits are found in AR 210-22. All auditors will use the standard Audit Checklist provided in Enclosure 2 of the SOP for Financial Management Branch, NAF support Management Division, dated 22 August 2011.

Section 9-8. Special Audits. The President may direct that the audit of the financial records of ZaCSA be accomplished in accordance with Article IX of the Constitution, and when it is deemed in the best interests of ZaCSA.

Section 9-9. Audit Report. All audit reports will be made, in writing, and signed by the individual(s) conducting the audit. A copy of all audits will be presented at the next scheduled ZaCSA Board or Special Meeting following completion of the audit. ZaCSA will provide a copy of all audit reports to the appropriate USAG-J office.

Section 9-10. Expenditure of Funds. The expenditure of all funds must be approved by a majority vote of the members present at an ZaCSA Board or Special Meeting. The President may authorize the expenditure of funds to support events sponsored by ZaCSA, if the expenditure was unexpected, and it was impractical to convene a Special Meeting of the membership. The President will report the expenditure of funds at the next ZaCSA Board or Special Meeting, and the rationale for the expenditure.

 

ARTICLE X

TAXES

Section 10-1. Tax Liability. ZaCSA’s US tax liability depends upon its earning income within the United States. An organization that operates overseas can limit its US tax liability. Utilization of non-interest bearing bank accounts will typically preclude US tax liability for organization operations. ZaCSA is responsible for determining tax liability, if any. ZaCSA will contact the proper tax officials to ensure compliance with all tax laws.

 

ARTICLE XI

INSURANCE COVERAGE

Section 11-1. Liability Insurance Requirements. ZaCSA will maintain adequate liability insurance in accordance with Chapter 3, AR 210-22.

Section 11-2. Fidelity Bond Requirements. ZaCSA will maintain adequate fidelity bonds in accordance with Chapter 3, AR 210-22.

Section 11-3. Membership Liability. In the event that the assets of ZaCSA are insufficient to cover the costs of a liability claim against ZaCSA, the individual members of ZaCSA are personally liable for any amount not covered by insurance and/or assets.

 

ARTICLE XII

MEETINGS AND QUORUMS

Section 12-1. Rules. All meetings will be held in accordance with a prescribed order of conduct.

Section 12-2. Meeting Order. Robert’s Rules of Order will be the format used at all ZaCSA Board and Special Meetings.

Section 12-3. Meetings.

Section 12-3-1. Regular Meetings. ZaCSA Board meetings will be held the first Wednesday of each month. General Membership meetings will be held the third Wednesday of each month to conduct normal business.

Section 12-3-2. Annual Meetings. An Annual Meeting shall be held for the election of an Executive Committee and may coincide with the April General Membership meeting, provided there is a quorum of members present; and so that installation of the new Executive Committee takes place during the May General Membership meeting. In the event a quorum is not present, the election of the Executive Committee may be conducted via an electronic vote to the general membership.

Section 12-3-3. Special Meetings. The President, with the Secretary sending out notices at least one week in advance, may call Special Meetings, as required. Notices shall state the reason for the meeting, the business to be transacted, and who called the meeting.

Section 12-3-4. Executive Meetings. The Executive Committee and special subcommittees may meet in executive sessions to plan and organize activities for ZaCSA. The Secretary will report on all such meetings, with a synopsis of the business conducted, at the next ZaCSA Board Meeting.

Section 12-4. Minutes. The Secretary will prepare a set of minutes outlining the events that transpired at every ZaCSA Board Meeting. The President will review the minutes, and both the President and Secretary will sign the minutes. A copy of the minutes will be provided to each PO officer, the appropriate USAG-J office, and any PO member who desires a copy.

Section 12-5. Quorum. A quorum for an Annual Meeting is a minimum of one fourth of the general membership, and at least two of the four Executive Committee members present.

 

ARTICLE XIII

DISSOLUTION

Section 13-1. Dissolution. Upon receipt of notification from the appropriate USAG-J Commander, or upon agreement of three-fourths of the general membership at a Special Meeting called by the President to consider dissolution, ZaCSA shall be dissolved. ZaCSA will provide a written notice of the dissolution with a notice of the disposition of its assets to the appropriate USAG-J office.

Section 13-2. Disposition of Assets. The disposition of assets upon dissolution of ZaCSA shall be as follows:

Section 13-2-1. Outstanding Liabilities. All members of ZaCSA shall be personally liable for all outstanding debts and liabilities if the assets of ZaCSA are insufficient to discharge such debts and liabilities.

Section 13-2-2. Remaining Assets. All remaining assets will be donated to the US Army Japan Installation Morale, Welfare, and Recreation Fund.

Section 13-3 Temporary Inactivation. The ZaCSA Board may vote to put ZaCSA on inactive status with the approval of a majority vote. During inactive status, ZaCSA will still comply with pertinent USAG-J orders. ZaCSA must have approval of USAG-J to return to active status.

 

ARTICLE XIV

HIRING AND SUPERVISION OF EMPLOYEES

Section 14-1. Employment. Should the need arise, ZaCSA will hire employees in accordance with USAG-J employment practices. ZaCSA’s Executive Committee will determine the supervision of the employee(s) in a manner that is fair and equitable.

Section 14-2. Equal Opportunity. In hiring employees, ZaCSA will not discriminate against any applicant based on gender, age, religion, race, color, national origin, sexual preference, lawful political affiliation, labor organization membership, or physical handicap that does not affect performance of duties.

Section 14-3. Conflict of Interest.

Section 14-3-1. Government employees will not be assigned to, or work for, ZaCSA if their employment by ZaCSA would create the appearance of a conflict of interest, or otherwise violate the DoD 5500.7-R, Joint Ethics Regulation.

Section 14-3-2. No member of ZaCSA Executive Committee, or any members of any subcommittees appointed by the President, may be hired as an employee of ZaCSA.