PACIFIC OKINAWA PLAYERS
CONSTITUTION

ARTICLE 1
 NAME AND PURPOSE

The name of this organization shall be Pacific Okinawa Players. The purpose of this organization is to promote theatre arts, to develop personal skills and knowledge in theatre, to disseminate information about theatre arts and to provide the community with quality theatrical entertainment. This organization will not engage in activity that duplicates or competes with any MCB Camp S. D. Butler, Torii Station, or Kadena Air Base activities or Non-Appropriated Fund (NAP) Instrumentalities (NAFIs) including AAFES.

ARTICLE 2 GENERAL PROVISIONS

Section 1. The Pacific Okinawa Players operates on MCB Camp S. D. Butler, Torii Station, or Kadena Air Base with the consent of the installation commander. Operation is contingent upon compliance with the requirements and conditions of all applicable Marine Corps, Army and Air Force regulations.

Section 2. The membership is liable under the laws of Japan for organizational debts in the event the organization's assets are insufficient to discharge liability.
 
Section 3. The Pacific Okinawa Players is classified as a Type 3A private organization.

ARTICLE 3
 OFFICERS AND GOVERNING BODY

Section 1. Executive Board. The establishment, administration, operation, and dissolution of the organization are under the general supervision of the Executive Board. The Executive Board shall consist of the President, Vice-President, Corresponding Secretary, Recording Secretary, Treasurer, Historian and Artistic Director. The President may appoint members to subcommittees to assist the Executive Board in the execution of their duties. Any active member not delinquent in the payment of dues or other monies owed to the association shall be eligible to be elected to office subject to the following additional qualifications.
 
a. The secretary must be able to produce typed business style correspondence.
 
b. Terms of Office. Officers shall be elected to serve a term of 12 months commencing on 1 May of each year. Officers shall have 6 months remaining at the current duty station when elected to office.

Section 2. Recall of an Officer. All Executive Board officers serve at the behest of the general membership. The general membership, when dissatisfied with a member of the Executive Board, may recall or terminate this officer's term of office. A recall shall be conducted at a regular or Special Meeting and will become effective upon a two-thirds vote of the entire general membership, mot just two-thirds of the present membership. Once an officer has been recalled, a special election will be held at the next Regular meeting to replace the recalled member. In the case of a recall of the President, the Vice President will assume the responsibilities of the President, and the special election will be for a new Vice President. In the case of a recall of the Recording Secretary, Corresponding Secretary, or Treasurer, 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 4
 MEMBERSHIP OR PATRONAGE

Section 1. General: Membership in this association will be voluntary. Pacific Okinawa Players is open to all military and civilians under SOFA status on Okinawa. There will be four classes of membership, as follows:
 
a. Active: The privilege of active membership will be extended to all active duty military personnel of the United States Armed Forces assigned or attached in a permanent or temporary duty status at Okinawa, Japan, and to all civilians employed by the Department of Defense on Okinawa and to bona fide dependents of the foregoing, 16 years of age or older. The organization shall reserve the right, nevertheless to deny active membership to any individual if such membership would bring discredit upon this association. Denial of membership shall be for cause only and passed upon by a quorum of Executive Board. An active member shall be eligible to hold office and to vote on any and all matters. Active members shall be entitled to the full use of all services, facilities and privileges offered by this association.

b. Associate: Associate membership, upon approval of the Executive Board, will be extended to all retired military personnel and to all civilian personnel employed at, working on or receiving support from MCB Camp S. D. Butler, Torii Station, or Kadena Air Base (whether or not employed by the United States) not otherwise eligible for active membership and to their bona fide dependents, 16 years of age or older. Associate membership will not be granted to anyone eligible for active membership. An associate member shall have the same rights and privileges as active members.
 
c. Junior: Junior membership, upon approval of the President, will be extended to all persons under the age of 16, who are bona fide dependents of persons eligible for active or associate membership. Junior members shall have the same privileges as active members except for voting and the right to hold office.
 
d. Honorary: The President may grant honorary membership to any person not otherwise eligible for any other class of membership, who is in some manner connected with the Department of Defense of the United States and whose membership will, in the opinion of the President, benefit the association. Honorary membership must be requested in writing and renewed annually. Honorary members shall not be required to pay dues, but shall have the same privileges as active members, except for voting and the right to hold office.

e. For purposes of this article, any child receiving support from and residing in the household of a sponsor shall be considered a bona fide dependent.

Section 2. The Pacific Okinawa Players fully supports the US Marine Corps', Army's and Air Force's and MCB S. D. Butler's, Torii Station's, and Kadena AB'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 the Pacific Okinawa Players conducts will not prejudice or discredit either the US military services nor any other agency or official of the US government. The Pacific Okinawa Players agrees that it will neither propagate extremist activities, nor advocate either violence against others, or the violent overthrow of the US government. The Pacific Okinawa Players will not seek to deprive any individual of their civil rights.
 
Section 3. Membership shall not be limited or prohibited in regards to experience in the performing arts.

ARTICLE 5
 METHOD OF FINANCING

Section 1. Each member of this association shall be assessed an annual membership fee as provided in the By-Laws as a condition of membership.

Section 2. The Pacific Okinawa Players is not an instrumentality of the U.S. Government and shall be self-sustaining, non-Federal entity. Its income will be attained primarily through dues, contributions, production admission fees, and special assessment to the members. There will be no direct financial assistance to this organization from NAPI in the form of contributions, dividends, donation of monies or other assets except for logistical support as outlined in applicable Marine Corps, Army and Air Force regulations.
 
Section 3. The Pacific Okinawa Players will not engage in any resale activities unless specific authorization is granted from the commander of the installation on which such activity is held.

Section 4. No income will accrue to individual members of this organization except through wages and salaries of Pacific Okinawa Players employees or other payment for services rendered.
 
Section 5. The Pacific Okinawa Players is authorized to request permission to conduct fundraisers held on, or advertised on Marine Corps Base Camp Butler, Torii Station, and Kadena Air Base, when such activities are approved at a Regular or Special Meeting. The commander of the hosting base will review and approve, or disapprove, all requests for fund-raisers that are to be held on, or advertised on that base.

Section 6. Sale of Alcoholic Beverages. The Pacific Okinawa Players 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.

ARTICLE 6
 ACTIVITIES

Section 1. The Pacific Okinawa Players may hold workshops and classes for members to acquaint themselves with all aspects of theatre (e.g. make-up, set construction, blocking, etc.)

Section 2. The Pacific Okinawa Players may participate in demonstrations and activities that acquaint the general public with theatre and in community activities to help publicize the organization and it's goals.

Section 3. The Pacific Okinawa Players will present theatrical productions each year that provide the community with quality theatrical entertainment. These productions will be presented in coordination between the Executive Board and the local community.

ARTICLE 7
 MEETINGS AND QUORUMS

Section 1. General Provisions:

a. General Membership: Unless otherwise decided by the active membership, there shall be a regular business meeting on the first Monday of each month at a time and place to be determined by the President. The meetings may be suspended during rehearsals and productions. At least 10 days prior notice of the time and place of each meeting will be given to the membership by such means, as the Executive Board shall direct.

b. Minutes: The secretary will prepare written minutes of all regular business meetings of the general membership. Such minutes will be retained and the records maintained by the Recording Secretary for a period of at least one year. Approval of the minutes of the preceding meeting shall be the first order of business at each meeting of the general membership. In the absence of the Recording Secretary, the President shall appoint someone to take minutes.

c. Quorum: To hold any regular business or special meetings of the general membership, a majority of the Executive Board must be present to constitute a quorum. Except as otherwise specified in this constitution, a majority vote of the active members present shall be required to pass any motion or transact any other business.

d. Authority of the President to Vote: The President will not vote at meetings of the general membership, except when necessary to break a tie vote, on an issue which may be decided by a majority in accordance with this Constitution. In such a case, the vote of the President will decide the issue.

e. Treasurer's Report: At each regular meeting of the general membership, the treasurer will make a report on the financial status of this association. The treasurer's report and financial statement will be made available for inspection by the Board.
 
f. Parliamentary Authority: Except as otherwise specifically provided herein, Roberts Rules of Order will govern all procedural matters pertaining to the conduct of the meetings.

Section 2. Special Meetings: Special meetings may be called by the President at any time when:

a. The President shall deem such a meeting necessary.

b. A request is submitted to the President by ten percent of the members.

c. A request is made by an installation commander.

Notice of any such special meeting shall be given to the membership by all practical means with reasonable advance notice.
 
Section 3. Executive Meetings. The Executive Board and special subcommittees may meet in executive sessions to plan and organize activities for the Pacific Okinawa Players. The recording Secretary will report on all such meetings, with a synopsis of the business conducted, at the next Regular or Special Meeting.

ARTICLE 8
 ADOPTION AND AMENDMENTS

Section 1. This Constitution and By-Laws shall become effective upon adoption by an affirmative vote of two-thirds of the members present at any regular or special meeting at which a quorum is present, providing it is thereafter found to be legally sufficient and approved by the MCB Camp S. D. Butler, Torii Station, and Kadena Air Base Commanders.

Section 2. This Constitution and By-Laws may be amended or altered in accordance with the following procedures:

a. Recommended Changes. Any member of the Pacific Okinawa Players may propose changes to the Pacific Okinawa Players' Constitution and By-Laws.

b. A proposed amendment must be in writing, signed by at least three active members and presented to the Executive Board.

c. The Recording Secretary will notify the active members of the substance of the proposed amendment, in writing.

d. Such notice will inform the members that the amendment will be voted on at the next regular business meeting following such notice, provided the meeting is held not less than ten days after the date of notice.
 
e. An affirmative vote of two-thirds of the active membership at any regular or special meeting at which a quorum is present will be required for the adoption of any amendment. Any amendment to the constitution will be subject to final review by an installation commander.

Section 5. Knowledge of Constitution and By-Laws. All members of the Pacific Okinawa Players will read this Constitution and By-Laws as a condition of membership.

ARTICLE 9
MISCELLANEOUS

Section 1. In case of dissolution of the organization, whatever funds are contained in the treasury at the time will be used to satisfy any outstanding debts, liabilities, or obligations. The balance of the assets will be disposed of as is determined by a majority vote of the membership. In the event the association is dissolved and liabilities exceed assets, all members equally assume the liabilities. Each prospective member will be informed that they may become liable for debts of the association.

Section 2. Employment discrimination based on race, color, gender, marital status, age, religion, national origin, membership in labor organizations, or physical handicap is prohibited.

ARTICLE I
 DUTIES OF OFFICERS

Section 1. President. The President shall have the usual powers of supervision and management, which pertain to the office of President and will perform the following duties:

a. Preside at all meetings of the general membership and all meetings
of the Executive Committee.

b. Appoint a chairman for each committee.

c. Be an ex-officio member of all committees.

d. Countersign all minutes.

e. Vote only in case of a tie in meetings of both the Executive
Committee and the general membership.

f. Countersign all checks

g. Enter into contracts on behalf of the association.

h. Conduct the routine business of this association between meetings
of the general membership.
 
Section 2. Vice-President. The Vice-President and shall act as assistant to the President.

1. To replace of succeed the President in the event the President is unable to perform the duties as prescribed under the job description of the President.
2. To perform any other duties or tasks as requested or assigned by the President.
3. To maintain the record of all Property owned by Pacific Okinawa Players. To be provided to the Treasurer for the audit yearly.
4. To help the President in any way necessary to fulfill the obligations of the office of President.
5. Shall be an active advocate of Pacific Okinawa Players mission.

Section 3. Recording Secretary. The Recording Secretary shall be the custodian of the records and shall have the following duties:

a. Record and maintain a file of all minutes of meetings of the
Executive Committee and all meetings of the general membership.

b. Maintain all records of the association other than financial
records.

c. Countersign contracts executed by the President.

Section 4. Corresponding Secretary. The Corresponding Secretary shall conduct all correspondence of this association and shall have the following duties:
 
a. Send notices of meetings to members.

b. Maintain a list of names and addresses of officers and members.

c. Ensure that yearly re-approval of the Constitution and By-Laws is
accomplished through appropriate service organizations.

d. Create and distribute a monthly newsletter by email or paper copy
to all active membership.

Section 5. Treasurer. The Treasurer shall be the custodian of the financial records of this association and shall have the following duties:

a. Receive and be responsible for all funds and assets of this
association.

b. Make all authorized disbursements.

c. Maintain necessary bank accounts.

d. Sign checks

e. Maintain all financial records.

f. Present a financial report to the general membership at least once
each year.

g. Make the books and financial records of this association available
for inspection and review when requested by the President, Executive
Board, or the installation commander.

Section 6. Historian. The Historian shall be responsible for all photographs, posters and other memorabilia that depicts the history of this association on Okinawa and shall have the following duties:

a. Maintain historic records of all events, functions, and
productions involving this association.

b. Maintain a photographic record of all events, functions and
productions involving this association.

c. Assigning someone from the general membership to take photographs
(providing film and equipment with POP funding) and ensuring that
those photos are maintained in the historic records.

d. Ensuring that all photos and memorabilia are kept as property of
the Pacific Okinawa Players and at no time as a part of a private
collection.

Section 7. Artistic Director. The Artistic Director's main duties will be:

a. Assist members in developing production proposals.

b. Act as a consultant to directors, when asked to do so.

c. Order scripts and maintains the POPS' script library.

Section 8. Publicity. The publicist main duties will be:
     

1. Responsibility for all printing, advertisement and correspondence with AFN, MCCS, Stars and Stripes and all printing companies.
2. Will approve and proof for errors: all programs, posters, tickets and advertisements and send to printers.
3. Will create advertisements for each POPs season, to be approved by the President.

Section 9. Army Entertainment Liaison. The Army Entertainment Liaison main duties will be:

1. Ordering Rental materials(Scripts and Music) through Army entertainment.
2. Will assist the Artistic Director with their duties.

Section 10. Sgt. Of Arms.  The Sgt. Of Arms and shall be responsible for maintaining order at all meetings, functions and activities of this association and shall have the following duties:

1. Shall maintain order throughout all meetings and productions of Pacific Okinawa Players.
2. To perform any other duties or tasks as requested or assigned by the President.
3. Begin to become familiar with the Rules of Order that govern Pacific Okinawa Players and insure proper procedure will be used and understood.
4. Shall be an active advocate of Pacific Okinawa players mission.

      e. Request the assistance of additional members when necessary to
    enforce discipline and maintain order.
      f. Request assistance from Security Police in dealing with any
    situation beyond his/her capability.
      g. Report all violations of rules to the President together with
   recommendations for appropriate actions.

ARTICLE 2
ELECTIONS AND VOTING

Section 1. Election of Officers. Election of officers will be held once a year at the regular monthly business meeting in May. Voting will be by secret written ballot and a plurality of the votes cast shall be sufficient to elect. Only active members present shall be entitled to vote and there will be no voting by proxy.

Section 2. Special Elections. Special Elections will be held at a time and place designated by the President, whenever the conditions set forth in Section 3 of this Article exist. The President will call for nominations from the general membership. The membership will elect one member for each vacancy, in accordance with the procedures set forth in Section 1.

Section 3. Resignation of Office. Resigning officers will submit their resignation, in writing, to the President f the Pacific Okinawa Players. The resignation of the President will be submitted, in writing to the vice President of the Pacific Okinawa Players.
 
Section 4. Vacancies in Office.

a. President: Should the office of the President become vacant, the
Vice-president shall assume the duties of the President and shall
retain those duties until the next general election unless more than
three months remain on the unexpired term in which event a special
election will be held for the office of President. In the event that
the office of President and Vice-president become vacant, the
treasurer will call a special election to fill all vacant offices.
During any interim period in which there is a vacancy in the office
of both President and Vice-president, the duties of the President
will be assumed by the Treasurer. A member assuming the duties of the
President under this section does not become President although
he/she may sign correspondence and other documents using the title
"Acting President". The Vice-president upon assuming the duties of
the President shall retain the original title as Vice-president.

b. Appointments: Should a vacancy occur in any office other than that
of President, the President will immediately appoint a successor to
fill the vacant office. If less than three months remain on the
unexpired term of office, the appointee will retain the office until
the next general election. Otherwise, a special election will be held
to fill the vacated office.

ARTICLE 3
STANDING COMMITTEES

Section 1. General. The President shall appoint standing committees for the period of time as determined by the President. The President may from time to time appoint special committees as may be necessary to carry out the business of this association.

Section 2. Standing Committees. Chairperson of standing committees may be appointed by the President or may be appointed by the general membership.
a. Publicity Committee: The publicity committee is responsible for all publicity concerning this association.

b. Properties Committee. The properties committee is responsible for
all assets acquired during and between productions, (e.g. costumes,
flats, technical equipment) and for ensuring a proper storage of such
items.

c. House Committee - The House Committee is responsible for
coordinating box office sales, ushers, program disbursement, and
other duties as seen fit.

ARTICLE 4
FINANCE AND TAXES

Section 1. The Pacific Okinawa Players is authorized to open a non-interest bearing, commercial savings and/or checking account at a commercial financial institution (bank or credit union). The Treasurer shall establish a checking account in the name of the organization. Under no circumstances shall organization funds be commingled with personal funds of individual members of the Pacific Okinawa Players.

Section 2. Treasurer Reports. The Treasurer will prepare a financial report for all Regular and Special Meetings, reflecting the income and expenses incurred since the previous meeting recording income and payments in cash receipts and disbursements

Section 3. All checks over $200.00 shall require the signature of the President and the Treasurer. All other checks only the Treasurer's or the President's signature is required.

Section 4. (For Private Organizations with a gross income exceeding $5,000.00). The Treasurer will prepare financial statements quarterly and forward them to 18CSW/SSXA, Marine Corps Base Camp Butler MCCS and Torii Station. The report shall include:

a. Income, expenses, net profit.

b. Simplified balance sheet including:

1. Assets: Cash in bank and accounts receivable.

2. Liabilities: Accounts payable and equity.

3. Inventory of stock on hand.

Section 5. Audits.

a. An audit of all funds received or expended by the Pacific Okinawa  
   Players will be conducted every year and upon the change of
   Treasurer. A copy of the audit will be presented at the next
   Regular or Special Meeting, and a copy will be provided to the
   appropriate installation office on MCB Butler, Torii Station, and
   Kadena AB.

b. Special Audits. The President may direct that the audit of the
   financial records of the Pacific Okinawa Players be accomplished
   when it is deemed in the best interests of the Pacific Okinawa
   Players.

c. Audit Reports. 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 Regular or Special
   Meeting following completion of the audit. The Pacific Okinawa
   Players will provide a copy of all audit reports to the
   appropriate MCB Butler, Torii Station and Kadena AB office.
 
Section 6. Expenditure of Funds. The expenditure of all funds must be approved by a majority vote of the members present at a Regular or Special Meeting. The President may authorize with the approval of a majority of the Executive Board the expenditure of funds to support events sponsored by the Pacific Okinawa Players, 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 Regular or Special Meeting and provide an explanation as to why it was necessary to authorize the expenditure.

Section 7. Tax Liability. The Pacific Okinawa Players' 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. The Pacific Okinawa Players is responsible for determining tax liability, if any. The Pacific Okinawa Players will contact the proper tax officials to ensure compliance with al tax laws.

ARTICLE 6
 INSURANCE COVERAGE

Section 1. General. The Pacific Okinawa Players will provide insurance against public liability and property damage claims that may arise from the activities of the organization or their members in accordance with all applicable regulations unless waived by the installation commander. If coverage is waived, a waiver statement will be attached to these By-Laws. If coverage is not waived, the coverage shall be:

a. Public liability insurance.

b. Property damage insurance.

Section 2. Special Events. If a special event is scheduled which might increase the risk of liability for members of the Pacific Okinawa Players, the President shall consult with the SJA about obtaining insurance for that event. All insurance coverage shall be the responsibility of the Pacific Okinawa Players.

ARTICLE 7
 AWARDS/GIFTS

Section 1. Dissolution. Upon receipt of notification from the appropriate installation commander, or upon agreement of three-fourths of the general membership at a Special Meeting called by the President to consider dissolution, the Pacific Okinawa Players shall be dissolved. The Pacific Okinawa Players will provide a written notice of the dissolution with a notice of the disposition of its assts to the appropriate installation office.

Sections 2. Assets abandoned or donated to the Pacific Okinawa Players are divided equally among the service organizations of MCB Camp Butler, Torii Station and Kadena Air Base under the terms of the appropriate regulations. Neither appropriated fund activities nor NAFIs may claim the assets, or make or assume any obligations for the Pacific Okinawa Players that may come from a contract between them.