ARTICLE I: NAME
The name of the Association shall be the Officers’ Spouses’ Association of Yokosuka (OSAY). OSAY is established pursuant to the provisions of COMFLEACTINST 5760.5E (attached as Addendum B), and in accordance with the applicable U.S. laws and regulations.
ARTICLE II: PURPOSE
The Officers’ Spouses’ Association of Yokosuka (OSAY) is a non-profit, social organization whose purpose is to foster morale, friendship, and community engagement through social, cultural, and spouse enrichment events.
ARTICLE III: MEMBERSHIP
Membership is open to spouses and legal partners of the following,
1. U.S. Military officers
2. Department of Defense civilian equivalent personnel (GS-7 and above)
3. Administrative and Instructional equivalent staff (TS)
who are assigned to U.S. Forces, Japan and reside in the Yokosuka area.
4. Status of Forces Agreement (SOFA) sponsored spouses residing in the Yokosuka area whose sponsors are on unaccompanied tours elsewhere.
5. SOFA-sponsored spouses residing in the Yokosuka area whose sponsors are stationed at another base in Japan.
6. SOFA-sponsored spouses of retired U.S. Armed Forces Officers legally residing in the Yokosuka area.
OSAY Members shall:
Be defined as eligible, dues-paying members.
Receive invitations to OSAY events and have access to a copy of the bylaws.
Be able to provide input and/or vote on matters brought before the OSAY membership by the Board.
Not utilize the funds or name of the organization to accrue to the benefit of any person, organization or command having a personal or private interest in the activities of the organization, unless voted on by the board.
The OSAY membership year shall begin on June 15 and end on June 14 of the following year.
Termination of Membership
Termination of membership occurs when or if a member has a permanent change of station, a member resigns, or when an annual membership expires.
ARTICLE IV: DUES AND FEES
The incoming Board shall determine OSAY dues no later than June 15.
All Board members must cast a vote on proposed dues, either in person or electronically.
All Board members will pay their dues by June 15.
Flag spouses choosing to be Advisors will pay dues by June 15 or upon their acceptance of the Advisor role.
Payment shall be made in US Dollars only and refunds will not be issued.
Additional fees may be required for specific events.
All dues and fees will go towards OSAY expenses for the benefit of all members, or the recruitment of new members.
The Board has the option to prorate dues after January 15, or offer incentive rates at earlier dates (Early Bird registration, etc.).
ARTICLE V: INCLUSION
OSAY prohibits discrimination against or harassment of any applicant or member based on race, color, national or ethnic origin, age, religion, disability, sex, sexual orientation, gender identity and expression, veteran status or any other characteristic protected under applicable Federal law.
ARTICLE VI: THE BOARD AND RESPONSIBILITIES
The Board, as the governing body of OSAY, shall be made up of officers, Board committee chairs, and advisor(s). The Board shall execute rules and regulations in accordance with these bylaws and applicable Commander Fleet Activities Yokosuka (CFAY) instructions. All Board members must be eligible, dues-paying OSAY members.
Officers. The officers include the President, Vice President, Secretary, and Treasurer. These four positions must be filled at all times during the membership year, per COMFLEACTINST 5760.5E.
Committee Chairs. The Board committee chairs include: Membership Coordinator(s), Event Coordinator(s) and a Communications Coordinator(s).
Advisor(s). When possible, there shall be at least one flag spouse advisor. The advisor(s) will support the Board and provide advice concerning OSAY operational matters. Dues-paying flag spouses may choose to serve as advisors. Advisors may include the spouses of the following Flag Officers listed below, in no particular order:
Commander, Carrier Strike Group Five
Commander, Submarine Group Seven
Commander, US Naval Forces, Japan
Commander, US SEVENTH Fleet
All Board members shall serve for a term of one year.
No Board member shall serve in the same office for more than two consecutive years.
No Board member shall serve on the Board for more than three consecutive years.
Flag spouse advisors may serve the length of their tour.
Board members will complete turnover activities with their respective replacements no later than June 1.
Board Member Responsibilities
Board Member Responsibilities shall be well distributed as described in this document. The Board will recognize that from time to time, in the course of pursuing and supporting OSAY’s purpose, and when agreed upon by the Board and all involved parties - tasks and responsibilities may be redistributed in accordance with the interests and talents of fellow Board members.
Preside at Board meetings and call special meetings as necessary.
Conduct Board meetings using Robert's Rules of Order (Addendum C) when applicable.
Assemble and coordinate the OSAY nominating committee in accordance with ARTICLE X, Section 2.
Will coordinate with other spouse associations as necessary on scheduling, etc. (e.g., JAW, CORE, Ikebana).
Appoint the annual audit committee in accordance with COMFLEACTINST 5760.5E and ARTICLE X, Section 1.
Have signature authority on the OSAY bank account and attend financial training from Fleet Activities (FLEACT) Yokosuka Fleet and Family Services Center (FFSC) within 60 days of assuming the role, in conjunction with the treasurer in accordance with COMFLEACTINST 5760.5E.
Act as the official representative and point of contact (POC) for OSAY with CFAY to assure compliance with COMFLEACTINST 5760.5E.
Vice President shall:
Assist with the duties of the President and in his/her absence, or in the event the office vacates, assume duties.
Ensure all meetings and conduct of OSAY are performed in accordance with the OSAY Bylaws.
Assemble and coordinate the annual bylaws committee in accordance with ARTICLE X, Section 3.
Provide information regarding OSAY to all appropriate social media outlets and other organizations as needed, in support of, and in coordination with other Board members.
Manage the OSAY email account(s); respond to emails or forward to appropriate Board member for response.
Keep minutes, attendance, and vote outcomes for Board meetings.
Provide meeting minutes to Board members for review and approval.
Solicit input and prepare agenda for Board meetings.
Assist the President with organization of association records, electronic or otherwise.
Keep minutes, attendance, and vote outcomes for annual bylaws and nominating committees.
Have signature authority on the OSAY bank account and attend financial training from FLEACT, Yokosuka FFSC within 60 days of assuming the role, in conjunction with the President.
Maintain accurate financial records for all OSAY income and expenditures to include: general ledger, bank statements, monthly account report, bank reconciliation, check register, receipts/deposit slips, and other supporting documents or reports as deemed necessary by the Board.
Serve as the primary custodian of OSAY bank account and any associated check/debit card(s).
Collect dues and fees as needed, ensure timely deposit of monies collected in accordance with financial training instructions.
Disburse monies as needed.
Prepare and submit annual CFAY audit in accordance with COMFLEACTINST 5760.5E and ARTICLE X, Section 1.
Work with President to prepare and submit IRS statement.
Work in conjunction with the Board to prepare annual budget, and provide regular updates to reflect any changes throughout the year.
Work with Event Coordinator(s) for membership event monies requirements.
Membership Coordinator(s) shall:
Review and edit membership form, both paper and electronic, at beginning of membership year and as necessary.
Actively encourage membership via social media, OSAY events, and other community channels.
Promote online membership form; accept and process paper applications when applicable.
Organize and maintain a current roster database of all OSAY members.
Contact new members via email with introductory information re: membership, upcoming events, etc.
Approve and manage all individual members’ status on any existing group membership platforms for active members (i.e. social media pages, email listservs, etc.).
Event Coordinator(s) shall:
Chair committee(s) to organize OSAY events.
Work with Board, and Treasurer specifically, to develop and execute annual event budget. Provide updates monthly and as necessary.
Prepare an event plan and proposed budget for Board review, discussion and approval and provide event-planning updates to the Board as necessary.
Manage event details such as location rental/reservation, deposits, catering, decoration, manpower, etc.
Provide receipts and OSAY check request form to Treasurer within 30 days of purchase.
Present projected/estimated event budget requirements to the Board for approval at least 30 days in advance of the event.
Communications Coordinator(s) shall:
Utilize social media to support OSAY activities (e.g., Facebook, etc.)
Manage and update the OSAY website and OSAY social media pages(s).
Prepare communications for OSAY events, in coordination with the Event Coordinator(s).
Develop and maintain a calendar of events to be shared on OSAY website and social media as appropriate.
Provide guidance at Board meetings to help ensure compliance with the OSAY Bylaws, CFAY instructions, and U.S. Navy instructions.
Support and provide advice to the Board, as necessary.
Advise the annual bylaws review and nomination committees. Advise other committees as deemed necessary.
Call for a special Board meeting if necessary for the good of OSAY, CFAY, and/or the Navy.
Represent OSAY to CFAY, as appropriate.
ARTICLE VII: ELECTION OF THE BOARD
OSAY shall install new members for the Board each year on June 15. Each year, Board elections will be held for the following positions. The Nominating Committee will be formed to prepare a slate in accordance with Article X, Section 2.
These additional positions may be filled, based on projected needs of the organization.
The nominating committee will solicit, via email, volunteers from the current OSAY membership to serve on the next year’s Board. If all positions on a nominating slate are unable to be filled by volunteers from the current OSAY membership, a member may nominate an eligible non-member to fill a position, which shall then fulfill all obligations as outlined in Article VI. If an eligible non-member volunteer becomes part of the Board, they will need to join OSAY and pay their dues accordingly.
The new Board will be finalized and announced to the general membership following the completion of election procedures by the Nominating Committee. The current and new Boards will ensure all turnover activities are completed no later than June 1.
If at any point the President’s office becomes vacant, the Vice President will be asked to fulfill the President position. The Board shall then take appropriate steps to fulfill the Vice President position in accordance with this document. If the Vice President declines, a special election will be held to fill the President’s position.
If any position, other than the officers’ positions, becomes vacant, the Board will determine whether it is in the best interest of OSAY to hold a special election, or make an appointment, or leave vacant. If in the first two cases, the Board shall ask for volunteers from the general membership. Special Elections shall follow the voting procedures outlined in Article XII of this document.
ARTICLE VIII: BOARD MEETINGS
There will be a quarterly requirement or at the discretion of the President.
Agenda items will be submitted to the Secretary in advance of meetings. Board members shall come prepared with updates regarding their areas of responsibility.
ARTICLE IX: EVENTS
The Board will host a welcome event for all members and prospective members in September. In May, it will host a farewell event. Please see Addendum A for a timeline of OSAY events, requirements, and due dates.
At a minimum, a bi-monthly social event will be organized that is open to both current and prospective members. On-base and off-base locations may be utilized. In addition, OSAY will have regular events for the general membership.
General membership events may contain both a social and OSAY business aspect, as required by the Board.
If an event requires pre-payment, no refunds will be issued unless the event is cancelled. Notification of this policy shall occur every time pre-payment is required.
Events may be rescheduled or cancelled at the discretion of the Board. Notification of this policy shall occur every time pre-payment is required.
The OSAY Event Coordinators, with suggestions from the Board and general membership (when appropriate), will put forth an event plan representing a variety of interests and opportunities.
All events are subject to current Commander Fleet Activities Yokosuka HPCON policy.
ARTICLE X: COMMITTEES
The following will be organized annually: OSAY Audit, Nominating, and Bylaws Committees. Ad hoc committees may be formed at the discretion of the Board. General members shall be notified of all committee volunteer opportunities. As needed, the Board may appoint general members to participate.
Audit Committee. This committee will conduct an audit of OSAY financial records.
Formed by the President no later than January 15.
Audit will be completed and submitted no later than February 15, per instructions/requirement of CFAY.
Will contain three general members.
Will follow Chapter 9 of COMFLEACTINST 5760.5E.
Nominating Committee. This committee will facilitate the nomination and election process for OSAY Board positions.
Formed by the President no later than February 15.
Notification to general membership of election and open positions no later than February 15.
At least two general members
Solicit/receive nominations for specific positions.
Provide current Board members an opportunity for input at February and March Board meetings.
Verify eligibility of candidates in conjunction with the Membership Coordinator, if necessary.
Ensure candidates understand and consent to their position descriptions.
Adjust and recommend the appropriate number of Committee Chair positions to reflect the needs of the organization.
Present proposed slate to the current Board at least one week prior to general membership vote.
Present completed slate to the general membership for approval by April 10.
Provide vote outcomes to the Board as soon as they are available.
In the event that the slate is not approved, the committee shall conduct a second vote, in accordance with Article XII, for each individual office.
If, after the second vote, any offices remain vacant, the Board shall endeavor to fill that vacancy as appropriate and outlined in Article VII.
Bylaws Committee. This committee will review the OSAY bylaws and propose edits/amendments, if necessary.
Formed by the Vice President by February 15.
At least two general members
Board members and general members may provide input in the annual review.
Review the bylaws and propose edit/amendments.
Present to the Board for review and approval at least one week prior to general membership vote.
Present updated bylaws and a summary of significant changes to general membership along with a finalized Board slate for approval by April 10.
Complete the review and finalize amendments by April 30.
Submit to CFAY legal along with a list of the incoming Board in May.
ARTICLE XI: AMENDMENTS TO BYLAWS
During the membership year, Board members may deem it necessary to propose amendments to the bylaws. Proposed amendments will be electronically distributed to all members. General membership will have a five-day window to review and vote. The vote will be electronic or paper ballot. A majority of those responding must approve for it to pass. Only current members may vote. At the discretion of the Board, extenuating circumstances may require a vote to occur sooner than five days. The President will forward the approved, amended bylaws to CFAY Legal.
ARTICLE XII: MEMBERSHIP VOTING
During the membership year, the Board may deem it necessary to call a vote to the general membership on matters not previously mentioned. Details pertaining to the vote will be electronically distributed to all members. General membership will have a five-day window to review and vote. The vote will be electronic or paper ballot. Special elections may be held and a majority of those responding must approve for it to pass. Only current members may vote. At the discretion of the Board, extenuating circumstances may require a vote to occur sooner than five days.
ARTICLE XIII: FINANCE
OSAY will fiscally operate on the calendar year and will submit its annual audit by February 15 in accordance with COMFLEACTINST 5760.5E and Article X, Section 1.
Funds shall be deposited in the established Officers’ Spouses’ Association of Yokosuka (OSAY) bank account held at Navy Federal Credit Union (NFCU) aboard Fleet Activities, Yokosuka, Japan. The Treasurer may authorize the use of a check/debit card linked to this account for purchases necessary to the organization. The Treasurer will maintain all funds. Treasurer will also ensure that OSAY complies with NFCU minimum balance and maintenance fee policies. The Treasurer may hold a petty cash balance of no more than $100.00 at any time. Dues and other fees for events may be collected electronically using a financial servicing platform approved by the Board (i.e. Stripe or PayPal).
Board or committee members requiring reimbursement for expenditures made in the support of OSAY events shall turn in receipts within 30 days of the event to the Treasurer. Any receipts that were purchased in Yen or any other foreign currency must be converted to US $(dollars) based on the exchange rate established by military banking on the day of purchase. Reimbursements will be made in US dollars. In the case that events or activities exceed the approved budgeted amount, the Treasurer may agree to reimburse Board or committee members at Treasurer’s discretion. With Board approval, budget monies may be reallocated from other areas as appropriate throughout the year to cover these expenses. The Treasurer shall report these changes to the Board in accordance with the responsibilities of the office.
ARTICLE XIV: PERSONAL LIABILITY
Per CNICINST 11000.1 (Addendum D), the organization is responsible for debts or claims against the organization before dissolution. It is understood that the U.S. Navy or any other Department of Defense component will not assume liabilities that may be incurred by OSAY, a non-Federal entity.
ARTICLE XV: CONFLICT RESOLUTION
OSAY members and Board members shall endeavor to work together to further the purpose of the organization. Should a conflict between any members arise that directly affects the operation, purpose, or welfare of the organization, any member or Board member may request a formal procedure for conflict resolution.
In the event of a conflict, a written statement must be submitted to the President and Advisor for review via the official OSAY email address.
If the President or Advisor is involved, a written statement must instead be sent to either the Vice President or Secretary, and a proxy for either position will be appointed to serve on the Committee by remaining committee members unlinked to the conflict at hand.
If the Vice President or Secretary is involved, the President shall appoint a proxy to serve on the Committee.
If there is merit to the claim, a Special Committee including the Advisor, President, Vice President, and Secretary will be formed within one week of the receipt of the statement to go over the facts of the claim.
The Special Committee will, in a reasonable time, notify all stakeholders of the claim in writing using the official OSAY email and the email address(es) of member(s) as submitted on their membership application.
The Special Committee may communicate with any and all stakeholders as appropriate to determine a possible resolution.
The Board will be notified at the next Board meeting once all matters are resolved.
If resolution cannot be achieved the issue will be placed as ‘New Business’ and a vote will be brought to the Board for resolution.
In any case resulting in a member asked to resign their membership, as determined by the review committee, dues will be forfeited.
ARTICLE XVI: DISSOLUTION
Upon the written agreement of two-thirds of the Board, OSAY may be dissolved. The Board will ensure the General Membership is notified prior to any action and allowed to provide input. General membership will also have an opportunity to vote on dissolution prior to the Board moving forward.
In the event of dissolution, all assets of the Association after payment of the outstanding debts shall be donated to a non-profit organization, in accordance with the COMFLEACTINST 5760.5E.
Should assets be insufficient to discharge all liabilities, the entire membership will share in the covering of financial liability per CNICINST 11000.1. It is understood that the U.S. Navy will not assume liability (through insurance or other means) for any activities or assets of OSAY, as a non-Federal entity (DoDI 1000.15 Reference 2).
The President and Treasurer will ensure that a dissolution audit is conducted and forwarded to FLEACT, Yokosuka Office of the Staff Judge Advocate.