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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
Gods 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 Roberts
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
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