CONSTITUTION AND BY-LAWS
OF THE
FILIPINO AMERICAN COMMUNITY COUNCIL (AS AMENDED)
 

PREAMBLE

We the Filipino American Community in Michigan , in order to establish a Coordinating Council, to preserve, promote and protect our cultural heritage and uphold the best of Filipino ideals, and firm in the belief of Almighty God’s leading, do ordain and promulgate this Constitution and Bylaws.  

ARTICLE  I
NAME OF ORGANIZATION
 

The organization shall be known as the Filipino American Community Council of Michigan hereinafter referred to as FILAMCCO. The office shall be located at the Philippine American Community Center, 17356 Northland Park Court , Southfield , Michigan 48075 .    

ARTICLE II
GOALS AND OBJECTIVES

Section 1 – To coordinate and/or assist member organizations in various projects, activities and advocacies:
- To encourage, initiate and/or provide means for the advancement of civic, cultural, and professional interests of Filipino Americans in the State of Michigan .
- To cooperate and support members in their leadership, educational and cultural programs for the different sectors of the Filipino American community.
- To provide a forum for information to achieve unity, understanding and cooperation among organizations through newsletters, meetings, seminars, networking and other avenues of communications.

Section 2 – To solicit and receive grants, contributions, real or personal property, to enter into appropriate contracts, to engage needed personnel and services, and to transfer, hold and invest such properties as may be needed to fulfill the goals and objectives of FILAMCCO.

Section 3 – To cooperate and/or participate with other organizations in their projects and activities that will enhance and promote the image of the Filipinos.  

ARTICLE III
RESTRICTIONS AND ACTIVITIES

Section 1. Said organization is organized exclusively for charitable, educational, including, for such purposes, the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 2. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in section 1 hereof and in article II of this constitution.

Section 3. No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

Section 4. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

Section 5. Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.  

ARTICLE IV
MEMBERSHIP OF THE COUNCIL

Section 1 – Eligibility for membership
-         Must be a Filipino-American organization in the State of Michigan
-         Must have a minimum membership of at least fifteen
-         Must have a written Constitution and Bylaws
-         Must have a set of duly elected officers
-         Must subscribe to the goals and objectives of the Council.

Section 2 – Membership
                       A.     Regular
                           
   -      Regular members shall be those organizations that are active in the programs
                                    of FILAMCCO and that have paid dues according to these Bylaws.
                               -         Regular members shall have all the rights of membership.

B.     Affiliate
-         Shall be those organizations that support the projects of FILAMCCO
-         They shall pay no dues
-         They shall have no membership rights and responsibilities
-         They can attend meetings as observers

Section 3 – Dues

An annual organizational membership due shall be set forth by a vote of the Council. It must be paid between January 1 to October 31 of a calendar year. Failure to pay dues within that period, the organization will be classified as inactive and therefore may lose its good standing status. Furthermore, the privilege to vote during the FILAMCCO election shall be suspended. Dues received after October 31 shall be applied the following calendar year.


Section 4 – Application for Membership

A membership application form shall be provided by the Membership Committee to the prospective member organization along with a copy of the FILAMCCO Constitution and Bylaws. The Board of Directors shall approve the membership by majority vote. An organization not approved for membership shall be notified by mail by the Corresponding Secretary as to the reasons. Applications refused by the Board of Directors may be resubmitted after a period of three months.

Section 5 – Resignation

Members may resign in good standing by sending a letter of resignation to the Corresponding Secretary, before dues become delinquent.  

ARTICLE V
BOARD OF DIRECTORS AND TERMS OF OFFICE

Section 1 – Board of Directors

A.     The Board of Directors shall consist of the Executive Officers and Board Members. Executive Officers - The Executive Officers shall be (a) President, (b) Vice-President, (c) Recording Secretary, (d) Corresponding Secretary, (e) Treasurer, (f) Assistant Treasurer, (g) Auditor, and (h) Public Relations Officer.

B.     Qualification - Must be a certified member of a member organization. The president or secretary of said organization shall attest that the individual concerned is a certified member of the member organization.

C.     In case of vacancy from the Executive Officers, the president shall appoint from the current Board of Directors for the remainder of the term. If the vacancy is a board seat, the president may appoint from member organizations.

D.     In case of death or disability of the President, the Vice-President shall fill the vacancy for the unexpired term of the President. In case of death, disability or permanent incapacity of the officers or directors, a member of the Council shall be appointed by the President and shall hold office until the successor is elected in the next regular or special election.

Section 2 – Term of Office

A.     The President shall serve a term of office for two years and may seek re-election for another term. The President is term limited for a maximum of two consecutive years.

B.     The Board of Directors, except the President, shall serve a term of office for two years and may seek re-election for an unlimited number of terms.

C.     The officers shall serve their stated terms office or hold office until their successors are elected and installed.  

ARTICLE VI
THE EXECUTIVE BOARD

Section 1 – The Executive Board shall consist of (a) President, (b) Vice-President, (c) Recording Secretary, (d) Corresponding Secretary, (e) Treasurer, (f) Assistant Treasurer, (g) Auditor, (h) Public Relations Officer.

Section 2 – The Executive Board shall be the Executive arm of FILAMCCO.

A.     It shall execute, administer or supervise the programs, activities or projects of the Council.

B.     It shall manage with reasonable care and prudence the finances and properties of the Council.

C.     In case of conflict between the Executive Board and the Council, a majority vote of the Council in a duly constituted meeting shall be the final arbiter.

Section 3 – The Executive Board shall meet at least once a month. The regular meetings shall be set by the members of the Executive Board at the start of the calendar year. Written notice of regular meetings shall be posted at least seven days before the day of the meeting and shall state the time, place, and purposes of the meeting.

Section 4 – Special meetings of the Executive Board may be called at anytime by the President or by a written request of two other officers. Notice of special meetings shall be notified at least three days before the day of the meeting and shall state the time, place, and purpose of the meeting.

Section 5 – Except as otherwise provided by these Bylaws or the statute, all matters before the Executive Board shall be decided by a majority vote of the members present in a duly convened meeting. The presiding officer shall not vote unless there is a tie.

Section 6 – The outgoing Executive Board members shall transfer all records to the next elected Executive Board for continuity of leadership hence enhancing the FILAMCCO preamble.

Section 7 – The records and documents of the treasurer shall be subject to a final audit by the incoming administration.  

ARTICLE VII
DUTIES AND RESPONSIBILITES

Section 1 – President. The President shall serve as the chief executive officer of the Council, and:

-         Shall preside at all meetings of the Council and the Executive Board.

-         Shall be responsible for preparing the agenda of the Executive Board or Council meetings in coordination or consultation with the recording secretary, the committee chairperson or other officers.

-         Shall have the power to appoint special committees subject to the approval of the board of directors.

-         Shall be responsible for maintaining good public relations with the community.

-         Shall be granted reimbursement for any expenses incurred in the performance of his/her duties and for any membership dues in other organizations as approved by the board of directors

-         Shall have the authority to nominate the committee chairpersons and members.

-         Shall be ex officio a member of all committees except the nominating committee.  

Section 2 - Vice President. The Vice President shall:

-         Assume the duties of President in the absence of the President

-         Assume the office of president in the event of resignation, disability, or death of the president

-         Serve as assistant to the president in his efforts for the good of the Council

-         Chair meetings of the board of directors in the absence of the President

-         Exercise the powers and duties and such other authority delegated to him/her by the President

-         Perform such other duties or responsibilities that the Council or Executive Board may assign to him/her.

Section 3 - Recording Secretary. The Recording Secretary shall:

-         Be responsible for keeping accurate minutes of meetings of the Council and the Executive Board

-         In the absence of the President and the Vice President, call meetings to order and preside over the meeting

-         Keep the official Council membership roll and to call the roll when required

-         Keep on file all committee reportshave custody of the corporate seal, if there shall be one

-         Have other duties prescribed by the board of directors or by standing rule.

Section 4 - Corresponding Secretary. The Corresponding Secretary shall:

-         Assist the Recording Secretary in the performance of his /her duties

-         Notify officers, committee members and individuals concerned regarding their election or appointment

-         Be responsible for sending notices of meetings, and letters of appointment to committees and appointed officers

-         Notify organizations that have applied for membership of their acceptance or denial as stated in Article IV, Section 4.

-         Assume the duties of the Recording Secretary in case of death, disability or incapacity of the Recording Secretary.

Section 5 – Treasurer. The Treasurer shall:

-         Be the custodian of funds received by the Council  and be responsible for their safeguarding and proper disbursement

-         Shall keep the funds on deposit in a financial institution approved by the Executive Board or Council

-         Shall make a monthly financial report to the Council and the Executive Board.

-         Shall be chairperson of the budget and finance committees.

-         Shall be covered by the proper bond with good and sufficient surety against fraud and dishonesty in an amount to be determined by the Executive Board. The cost of such bond shall be borne by the Council.

-         Shall prepare before the annual meeting a summary of receipts and expenditures and a balance sheet listing all assets and liabilities.

-         Submit a yearly budget for adoption by the board of directors, at such time as the board of directors shall direct.

Section 6 - Assistant Treasurer. The Assistant Treasurer shall:

-         Assist the Treasurer in the performance of his duties or functions.

-         Assume the duties and responsibilities of the Treasurer , in case of death, disability or incapacity of the Treasurer.

-         Be in charge in the collection of dues.

-         Be in charge of depositing checks/monies, collection of receivables and prepare report pertaining to the deposit of funds and to  reconcile with the treasurer records.

Section 7 – Auditor. The Auditor has the duty to examine the financial statements, books, receipts, and disbursements of the Treasurer. The Auditor shall verify and confirm that all monies received are properly accounted for and are disbursed for the furtherance of the goals and objectives of the organization.

Section 8 – Public Relations Officer. The Public Relations Officer shall be responsible for the managing of any printed, audio, video, or other means of communicating the various programs and activities of the Council or Executive Board.

Section 9 – Directors. The twenty-one elected directors are expected to serve and be proactive in various committees utilizing their respective skills and abilities; and shall have such duties as voted upon by the board.  

ARTICLE VIII
NOMINATIONS AND ELECTIONS

Section 1 - Nomination Procedures.

1.      At the regular meeting of the council held on the second Saturday of September, a Nominating Committee of five members shall be appointed by the FILAMCCO President with the approval of the council.

2.      It shall be the duty of the Nominating Committee to receive nominations and to submit candidates for the office to be filled. It shall also be the duty of the committee to formulate rules regarding the conduct of the election and to preside and officiate the election proceedings. Additional nominations from the floor may be received.

3.      The Nominating Committee shall publish the list of the electorate and to disseminate information pertaining to the conduct of the election no later than October 31.

Section 2 – Time of Elections.

1.      The election of officers shall be held within the month of November but no later than the first week of December and the newly elected officers shall be installed to office on or before January 1 of the subsequent year.

2.      The presence of more than half of incumbent directors shall constitute a quorum and may initiate and conduct the electoral process.

Section 3 - Composition of the Electorate. The Electorate shall consist of current elected officers of FILAMCCO, two delegates for each paid member organizations and the past president of FILAMCCO.

Section 4 - Voting. The Electorate shall elect twenty nine directors. After the votes have been counted and certified, the Nominations Committee shall declare the newly elected directors. The newly elected directors shall, at the same meeting and among themselves, elect the Executive Board.

 

 

ARTICLE IX

MEETINGS OF THE COUNCIL

Section 1 – Regular Meeting

1.      Regular meetings of the Council shall be held every second Saturday of the month unless otherwise ordered by the Executive Board.

2.      The presence of at least half of the Executive Board and Directors shall constitute a quorum necessary for the conduct of official business.

Section 2 – Annual Meeting

1.      The annual meeting of the Council shall be held within the month of November but no later than the first week of December.

2.      At the meeting, reports shall be presented by the officers, and an election of officers and directors may be held.

3.      Notice of the annual meeting shall be mailed to each members and officers of the Council at least thirty (30) days before the day wherein the meeting is to be held. The notice shall state the time, place, and purposes of the meeting.

4.      The presence of at least half of the Directors shall constitute a quorum necessary for the conduct of official business at an Annual General Meeting.

Section 3 – Special Meetings

Special meetings may be called by the President or by written notice signed by five other officers.

Section 4 – Removal of Officer

An officer who misses three consecutive regularly scheduled meetings of the Council without a satisfactory explanation may be removed by the affirmative vote of a majority of the directors in a meeting officially convened.  

ARTICLE X
COMMITTEES

Section 1 – The Bylaws Committee

The Bylaws Committee shall be responsible in receiving any suggestions regarding possible changes to the Constitution and Bylaws. It shall also be responsible in making recommendations to the Council regarding interpretation or implementation of provisions of the Constitution and Bylaws. Proposed amendments to the Constitution and Bylaws must first be submitted to the Bylaws Committee for study and recommendation.

Section 2 – The Nomination and Election Committee

The Nomination and Election Committee shall consist of five members. They shall be responsible in implementing the rules and regulations pertaining to the nomination and the conduct of the FILAMCCO election. No member of the Committee should be eligible to run for a FILAMCCO office.

Section 3 – The Program and Community Affairs

The Program and Community Affairs shall be the committee primarily responsible in implementing Section 3 Article II of this Constitution and Bylaws. The committee shall also be responsible in recommending to the Council programs or activities that FILAMCCO should undertake. Projects and programs of other organizations whose aims and objectives do not conflict with FILAMCCO shall be referred to this committee for their study and recommendation.

Section 4 – The Finance Committee

The Finance Committee shall be responsible for devising or recommending to the Council effective means of raising funds to help the program and administrative expenses of the organization. They shall work in coordination with the Treasurer and be responsible to draft a yearly budget for the Council to study and approve.

Section 5 – The Membership Committee

The Membership Committee shall be responsible in monitoring and encouraging organizations eligible to be members to affiliate with FILAMCCO. The committee shall also be responsible to seek ways to assure that member organizations are properly represented in FILAMCCO. The committee shall seek individuals whose service to the community is established and encourage them to be available for vacancies in the organization.

Section 6 – The Newsletter and Public Relations Committee

The Newsletter and Public Relations Committee shall work closely with the Public Relations Officer to put a regular newsletter and other means of communication in order to communicate the programs, activities, or projects undertaken by FILAMCCO. It shall develop a forum for effective exchange of ideas regarding issues that is of general interest and concern of the Filipino American Community.

Section 7 – The Civil Rights and Social Concerns Committee

The Civil Rights and Social Concerns Committee shall be responsible to suggest projects or activities affecting the community. Possible issues that need to be addressed are aging, immigration issues, drugs, etc. and how the community will react to it.

Section 8 – Special or Ad Hoc Committees

As the need may warrant, the FILAMCCO President with the concurrence of the Council may create special or ad hoc committees. The powers, purpose and term of office as well as rules and procedures must specifically be defined or determined. Any such committee may be abolished or member removed with or without cause at any time by a majority vote of the Council.


ARTICLE XI
FINANCIAL PROCEDURES ON TRANSACTIONS

Section 1 – The fiscal year shall be January 1 to December 31.

Section 2 – All funds shall be deposited in financial institution or as the Executive Board may direct. No withdrawal of funds must be made without approval of the Executive Board. Checks must be issued and signed by any two of the following officers: The President, Vice-President, Treasurer, and Recording Secretary. No payment in excess of One Thousand Dollars may be made without specific authorization of the Council.

Section 3 – The President, subject to the approval of the Council, may enter into any contract or execute and deliver any instrument in the name of the Council.

 

 

ARTICLE XII

INDEMNIFICATION

Section 1 - No officer, member of the executive board, or committee member shall be liable for the acts or failure to act on the part of any other officer, board member, or committee member of FILAMCCO; be liable for his acts or failure to act under these   Bylaws, except in such cases wherein the officer, member of the board, or committee member is negligent in the performance of the duties of the office.

Section 2 - Any person made or threatened to be made a party to any action, suit or proceeding by reason of the fact that he or she is or was an officer of the Council shall be indemnified by the Council against any liability and reasonable expense incurred by him/her in connection with the defense or settlement of such action except in relation to matters as to which it shall be adjudged by the Court that such officer is liable for negligence or misconduct in the performance of his / her duties.

 

 

ARTICLE XIII

DISSOLUTION

Section 1 – Upon the dissolution of the Council and after the payment or the provision for payment of all the liabilities of the Council, the Council shall dispose all the assets of the Council exclusively for the purpose of the Council, or to organizations that are then qualified as tax exempt organizations under section 501(c)(3) of the Internal Revenue Code of 1954. Any assets not so disposed shall be disposed of by a court of competent jurisdiction in the Oakland County where the principal office of the Council is located.  

ARTICLE XIV
PARLIAMENTARY AUTHORITY

Section 1 – The rules contained in the latest edition available of the Robert’s Rules of Order shall govern the proceedings of the Council in so far as they are applicable.

Section 2 – A parliamentarian may be appointed by the President whose rulings regarding parliamentary procedures shall be binding unless overruled by a majority vote of the officers. The Parliamentarian shall be appointed from among the officers and/or members of the Council or the Executive Board.  

ARTICLE XV
AMENDMENTS

Section 1 - Process. The Constitution and Bylaws may be amended by the general membership by two-thirds vote present in a meeting duly constituted provided the proposed amendments were submitted in writing and sent to the Bylaws Committee. The Bylaws Committee shall submit the proposed amendment to the officers.

Section 2 – Effective Date. This amended Constitution and Bylaws shall be effective immediately upon ratification by the Council.

Section 3 - History of Amendments

 

 

 


 

Jacquelyn Angco Keroles Chelaine Beth Dueweke Gladys Estrada Janelle Pangilinan Kimberly Wawrzyniak