Pearl Harbor Officers' Spouses Club

Pearl Harbor Officers’ Spouses Club Bylaws

These Bylaws establish the standard operating procedure for the Pearl Harbor Officers’ Spouses Club (referred to in these bylaws as “PHOSC” or “Club”). All matters of procedure not specifically covered by these bylaws will defer parliamentary authority to Robert’s Rules of Order (effective edition).

Article I: Purpose

The purpose of PHOSC shall be to provide a network of support and hospitality to Club members through social, intellectual, cultural, and charitable activities.

Article II: Membership

Section 1: Policy

A. Membership Term:

1. The annual membership term shall begin on 01 August and expire 31 May.
2. The half-year membership term shall begin on 01 January and expire 31 May.
B. Application: An application for membership will be created at the discretion of the Board and be accessible to complete through the PHOSC official website.
C. Membership Standing:
1. Members in good standing shall be defined as those who have paid their membership dues in full and complied with relevant legally required documents (e.g. Hold Harmless Agreements and Liability Waivers).
2. Members not in good standing shall be defined as those who have not paid their membership dues in full and/or have not complied with relevant legally required documents (e.g. Hold Harmless Agreements and Liability Waivers).
D. Continuation of Membership:
1. Membership shall continue for all members in good standing.
2. The Executive Board, with the consent of the Advisor(s), may suspend, revoke, or deny membership with just cause and a majority vote.
i. The reasoning behind suspension, revocation, or denial of membership must be specific.
ii. The Member must be notified and given adequate time to respond to the allegations via written communication before a vote is taken.

E. Just Cause:

1. Members of PHOSC must maintain an honorable reputation. The Board has the right to require that its members refrain from conduct that is damaging to the organization, its purpose, or any of its members.

2. Ultimately, the Executive Board will determine what constitutes just cause. Examples of just cause can include, but may not be limited to:

i. Lacking or questionable integrity

ii. Poor attitude

iii. Inability to interact or coexist with others

iv. Publicly defaming the Club or one of its members

Section 2: Eligibility

Members will be drawn primarily from members of the DoD family residing in Hawaii. Membership discrimination based on race, sex, sexual orientation, age, religion, color, ancestry, disability, or national origin is prohibited. The following groups are eligible for membership:

A. Spouse of an Active Duty, Reserve, Retired, or deceased Military Officer currently residing in Hawaii or holding Permanent Change of Station (PCS) orders to Hawaii.

B. Spouse of a civilian DOD GS-9 or above currently residing in and/or holding Permanent Change of Station (PCS) orders to Hawaii.

C. Proof of military dependency may be required.

D. The Executive Board shall consider all categories of membership on a case-by-case basis.

Section 3: Privileges

Members in good standing shall have the following privileges:

A. Participate in any function and activity sponsored by the Club, which are exclusive to members.
B. Vote in elections for officers and any other matters put before the membership.
C. Hold elected Club office.
D. Chair standing and special committees.
E. Organize Club events.

Section 4: Conditions

A. Cancellation/No-Show Policy
i. Members unable to attend an event, should find a replacement.
ii. If a member is a no show or a late cancel (canceling within 24 hours of the event) three times, they will incur a 30-day suspension from signing up for an event.
iii. The Club will issue an email after each no show/late cancel occurrence to allow the member to be aware of each infraction.
B. Refund Policy
i. Members in good standing who no longer wish to participate in PHOSC events may request a refund of dues (minus electronic processing fees).
ii. Board members shall evaluate and approve or deny requests for refund on a case-by-case basis.
C. Guest Policy
i. Members in good standing can bring a guest to Club events when appropriate, as space allows, and as specified by invitation. Members shall be provided priority for events with limited capacity.
ii. Guests who are eligible for PHOSC membership may attend one event limited to members only.
iii. Guests will not be eligible for prizes or gifts paid for by PHOSC funds.
iv. Children are allowed when appropriate and as specified by invitation.

Article III: General Responsibilities of the Executive Board

The Executive Board (otherwise listed as simply “Board” in these bylaws) is responsible for the operation of the Club in accordance with these bylaws and all other applicable laws, rules and regulations. The Board will consist of elected officers of PHOSC, chairmen of standing committees, and the Advisor(s). Executive Board Members shall:

A. Confer regularly or as required with other members of the governing Board.
1. Should the member be unable to attend an Executive Board Meeting, they will notify the President 48 hours prior and provide any reports or documents necessary for the meeting.
2. An officer who is unable to attend two consecutive Board or general membership meetings without prior notification to the President may forfeit his/her position.
B. Be a voting member of the Executive Board with the exception of the President and Advisor(s). The President may vote in the event of a tie.
C. Provide a monthly report, including a 'no report' if applicable, to the President and Secretary by the specified deadline. A copy shall be kept for the continuity notebook.
D. Maintain a continuity binder to include a copy of the current Bylaws, budget, monthly reports, expenses, and any other club documentation deemed necessary by the Executive Board.
E. Conduct Club business and establish policy.
F. Prepare an annual budget for the Club.
G. Establish dues for Club membership.
H. Work with the entire Board to continuously monitor and update the Club website.
I. Arrange and promote Club activities as well as contribute to the success of all Club events.
J. Perform additional duties as appointed by the President.
K. Contribute to all aspects of PHOSC leadership.

Article IV: Duties of the Executive Board Officers and Advisor

The Executive Board Officers of PHOSC shall be President, Vice President, Treasurer, and Secretary. Executive Board Officers shall perform their responsibilities as itemized in these Bylaws and corresponding job descriptions. A summary follows:

Section 1: Summary of Officer Duties

A. President
1. Preside at all Board Meetings.
2. Provide direction and vision for all Club activities.
3. Appoint all standing committee chairmen unless otherwise specified in the Bylaws.
4. Serve as member in ex-officio of all committees.
5. Represent the Club in the community.
6. May not vote unless a vote would result in a tie.
7. Make sure Club social media outlets which are available to the general public provide accurate information and portray the Club in a good light.
8. Ensure that Club social media outlets reserved for members are only accessible to members in good standing.
9. Post on all social media outlets regularly to maintain interest.
10. Answer inquiries about the Club received via social media outlets.
11. Act in supervisory position towards Communications Chair.
B. Vice President
1. Assume the duties of the President in the President’s absence.
2. Serve as point person for Facebook (FB) interest pages, to include any and all matters concerning the best interest of the member and Club where interest groups are concerned.
3. Oversee events and hospitality/outreach activities hosted by Membership Chair.
4. In charge of monthly Plan It to Win It event hosting incentive giveaway.
5. Act in supervisory position towards Membership Chair.
C. Secretary
1. Record minutes of all Board meetings and maintain for at least three years.
2. Compile and send the meeting’s minutes to Board members, following each monthly meeting.
3. Read for the approval of the minutes at the beginning of each Board meeting.
4. Prepare Club correspondence at the direction of the President.
5. Prepares an agenda for each Board meeting based on items submitted, in a timely fashion, by individual Board members.
6. Direct Board efforts to compile a slate of new Board officers for the upcoming Club year and lead nomination and voting process for members in the Spring of each year.
7. Advise on points of order at general membership and Board meetings and by request, according to Robert's Rules of Order.
8. Maintain a copy of the By-Laws for the review of any Club member.
9. Lead efforts to facilitate bylaws revisions, when needed.
D. Treasurer
1. Collect all monies due to the Club.
2. Pay bills and financial obligations of the Club.
3. Maintain the Club’s bank account(s).
4. Keep accurate records of revenues and expenditures.
5. Present financial report and budget update to the Board at each Board meeting.
6. Arrange for preparation of tax returns and a financial audit of records at the end of term.
7. Ensure accuracy of member dues payments.
8. Working with the President (and other Board members if necessary), prepare an annual Club budget at the start of a new Club year for Board approval.
9. Upon completion of her/his term of office, the Treasurer shall prepare the annual Treasurer’s Report, have the books reconciled and turn over all monies and records to her/his successor.
10. Act in a supervisory position towards the Events Coordinator Chair.
E. Advisor
1. Provide appropriate policy guidance as necessary in matters pertaining to the Executive Board.
2. Serve as a liaison to the various US Military commands represented in the Club, as necessary.
3. Shall be ex-officio committee members with non-voting privileges.

Section 2: Vacancies

A. Vacancies on the Board shall be filled through appointment by the President with approval of the remaining members of the Board.
1. Appointees shall serve until the next election of officers.
B. If necessary, the Vice President will fill in for the office of the President.

Article V: Duties of the Appointed Committee Chairs

Section 1: Committee formation will be at the discretion of the Board.

Section 2: The committee Chairs shall be Communications, Membership, and Events Coordinator.

A. Communications Chair
1. Act as primary administrator of the PHOSC website.
2. Develop website content for consumption by the general public and ensure the Club is represented in a positive light (e.g. FAQ’s, etc.).
3. Ensure all website content is in keeping with the current bylaws and current Club processes.
4. Maintain distinction between members-only website content and content meant for the general public.
5. Make event details available to members on the website and enable RSVP’s.
6. Announce upcoming Board meetings for members and post Board meeting minutes for members to view.
7. Maintain Club contact information and Board information.
8. Help new members troubleshoot application activation.
9. Send out Club-wide email announcements to members.
10. Work with the President in maintaining all Club social media activities; including the Club Facebook group, the Club Facebook page, the Club Instagram page, and any social media outlets used for member communication and coordination.
B. Membership Chair
1. Maintain membership records, including profiles and complete contact information.
2. Ensure members are paid-in-full and in good standing.
3. Send out a welcome letter to all new members.
4. Remove lapsed members from private social media group access and alert the Vice President.
5. Ensure Club activities are available only to members in good standing.
6. Gather signed Hold Harmless Agreements and Liability Waiver from each Club member and maintain throughout the year.
7. Personally reach out to new members and coordinate smaller welcome events for new members when appropriate.
8. Coordinate efforts for extra support of members when needed (e.g. meal trains, etc.)
9. Preside on/execute the Welcome Social planning committee.
C. Events Coordinator Chair
1. Organize and Chair Club-wide social events staying within budget. This may include, but is not limited to, a Welcome Social, Holiday Event and End-of-Year Event.
2. Establish a committee, as necessary, to assist with the events.

Article VI: Terms of Office

The PHOSC Executive Board, excluding the Advisor(s), shall abide by the following term limits and conditions:

A. The length of a Board member’s term (this includes Officers and Chair positions) is one year. If the Officer or Chair wishes to hold the same Executive Board position for a second term, they must be re-elected in accordance with the voting procedures outlined in Article VII: Voting Procedures.
B. A Board member may only hold the same position for two consecutive years. A member in good-standing that has held the same Executive Board position for two consecutive years must resume activities as a General Member or hold a different Executive Board position for at least one Club year following their years of volunteering, but may be reelected if he or she wishes to volunteer for that same Executive Board position in the future.
C. No member shall claim more than a single (1) Executive Board position simultaneously unless otherwise approved by the Executive Board while the pursuit to fill the position is ongoing.

Article VII: Voting Procedures

Section 1: Conditions:

A. Quorums: A quorum is the minimum quantity of members that must be present in order to take a valid vote. During all Executive Board and general membership meetings, a quorum of two-thirds of eligible voting members is required. For online voting, a quorum of two-thirds of eligible voting members must be contacted.

i. For Board meetings, a quorum shall be two-thirds of eligible voting Board members. A vote passes with a majority voting in favor.

a. In the event that a Board position is filled with co-chairs, only one vote may be cast per Board position.

ii. For general membership meetings and online voting, two-thirds of votes cast must be in favor for the vote to pass.

Section 2: Notice of Pending Business: Any pending business that requires a vote by general membership must be advertised via Facebook and email at least 14 days prior to a vote taking place.

Section 3: Election of the Board: The Board will work together, under the direction of the Secretary, to fill a slate of officers for the following year and will use the procedure outlined below:

A. Notify Club members that nominations are being accepted for vacancies for the upcoming Club year of any elected officer positions during the month of April.
B. Vet and confirm all nominees, by a Board vote, prior to announcing to the general membership.
C. Select and present a slate of candidates for each vacant office to the general membership.
D. Election to be held during the month of May.
E. Turnover and installation of new officers to be completed by June 1st.

Article VIII: Meetings

Section 1: Executive Board Meetings

A. Regular meetings will be held on a monthly recurring schedule.
B. Executive Board meeting dates will be shared on the PHOSC website calendar and are open for attendance by general membership.
i. Any member in good standing may be present at an Executive Board meeting to observe the proceedings or to present an issue; however, the observing member is not permitted to vote.
ii. Any general member who wishes to attend an Executive Board meeting must contact the President with their purpose for attending.
C. Special meetings may be called by the President with sufficient notice dependent on circumstance.

Section 2: General Membership Meetings

A. General Meetings may be called by the President with adequate notification of Club membership.
B. Business may be conducted at any Club function provided the membership has received adequate notification in advance of the function.

Article IX: Finances

Section 1: Dues: The Board will establish annual dues amounts and collection processes.

Section 2: Finances: PHOSC will follow the financial guidelines below:

A. The Board will approve Club expenditures.

B. The Board will inform membership of financial activity.

C. The Board will maintain a minimum treasury balance of $1000 for Board turnover on June 1. A maximum of $2500 may be carried over to the following year.

D. An audit will be performed every three years.

E. Individuals must stick to an approved budget. Any expenses over budget will not be reimbursed unless approved.

Section 3: Reimbursement: Board and Committee members shall submit receipts for reimbursement to the Treasurer within 14 days of the event. Receipts not submitted in time will not be reimbursed. Final reimbursements for the Club year will be made no later than the final meeting of the club year.

Article X: General Provisions

Section 1: Status: PHOSC is a State of Hawaii Exempted Non-Profit Corporation and a United States Non-Profit Corporation FEIN: 99-0244822.

Section 2: The policies of PHOSC shall be in compliance with the policies of the United States Navy, specifically:

A. Activities of PHOSC will not in any way prejudice or discredit DoD components or other agencies of the Federal Government.

B. PHOSC will not engage in activities which compete with those of any non-appropriated fund instrumentality on a DoD installation.

C. Pursuant to Hawaii Revised Statutes 378-2 and applicable Federal law, PHOSC will not permit membership discrimination with regards to race, sex, sexual orientation, age, religion, color, ancestry, disability, marital status, arrest and court record, national origin, lawful political affiliation, or labor organization membership. Applicable laws with respect to labor standards or employment will be observed.

D. Neither appropriated fund activities nor non-appropriated fund instrumentalities shall assert any claim to the assets of PHOSC, as a private organization, nor incur or assume any obligation or liability for any private organization, except as arising out of contractual relationships.

E. PHOSC will be self-sustaining, primarily through member dues, event fees or contributions. There will be no direct financial assistance to PHOSC from a non-appropriated fund instrumentality in the form of contributions, dividends or other donations of monies or other assets.

F. Income will not accrue to individual members, except through wages and salaries to employees of PHOSC, or remuneration of services rendered. Income shall be derived primarily for the purpose of offsetting expenses of operation. Members may not earn a profit from any PHOSC activities, nor can they use PHOSC to promote income-generating activities outside of the Club. This includes but is not limited to sharing blog posts, real-estate listings, business advertisements, or asking for discounts on behalf of PHOSC.

G. Subject to the guidelines provided, in section 3-202 of DoD 5500.7-R “Joint Ethics Regulations,” DoD employees may not participate in their official DoD capacities in the management of non-Federal entities, which includes private organizations, without authorization from the DoD General Counsel.

Section 3: Activities: PHOSC will not host activities with a liability risk to either the organization, organization’s members, and/or government property personnel.

Section 4: Host ICO: PHOSC will seek Commanding Officer, JBPHH approval to be recognized as a private organization complying with COMNAVREGHIINST 5760.1N.

Section 5: Funding Sources: PHOSC will only receive funding from the collection of dues and contributions from members.

Section 6: If legal advice is required, PHOSC will hire their own legal advisors licensed to practice law in the state of Hawaii and may not seek legal opinions or guidance from DoD counsel or Judge Advocates. Legal advisors will submit a current copy of State of Hawaii license to practice law to the ICO SJA or NRH SJA if the ICO does not have an assigned SJA.

Note: Insurance is required for activities with a liability risk to either organization, organization member, and/or government property personnel. In place of Insurance, the Board has created a liability waiver similar to HHA required by JBPHH legal.

Article XI: Dissolution Clause

Section 1: In the case of the Club’s dissolution, the satisfaction of debts and disposition of assets will be carried out at the discretion of PHOSC and a copy submitted to the HOST ICO.

Article XII: Bylaw Amendment and Adoption

Section 1: Changes: These Bylaws may be amended or changed in accordance with the following.

A. An amendment to the Bylaws may be proposed by any voting member in good standing and submitted in writing to the President. The proposed amendment must include written justification.

B. Amendments must be approved by a two-thirds vote as previously outlined in Article VII: Voting Procedures.

C. Adequate notice in the form of at least fourteen days must be given to the general membership before the amendment is approved.

Section 2: Distribution: Copies of these Bylaws shall be submitted upon change, signed by all current board members and distributed annually on December 31st to the Commanding Officer of JBPHH.

Section 3: Adoption: The adoption of amendments to the Bylaws nullifies any past version of the PHOSC Bylaws. These Bylaws were submitted and approved by the Executive Board on ______05 May 2025____ and general membership on __21 May 2025________.