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Constitution and By-laws
Preamble
We, the Filipinos, Filipino-Americans, Americans,and
other interested individuals, in order to build an association
that shall embody our ideals and aspirations, enrich and share
the elegance of the Philippine heritage to this great state,
appreciate diversity and a place welcoming and free of prejudice,
one with individuals, organizations, and institutions that
respect human dignity,
united and guided with the ideals of liberty, democracy, and
justice for all,
organized into an incorporated, non profit association,
do hereby ordain and promulgate these constitution and by-laws.
ARTICLE 1
Name
The name of the association shall be known as Philippine-American
Association of Madison and Neighboring Areas (PAMANA).
ARTICLE 2
Purpose
Section 1. PAMANA shall foster unity and harmony among the
Filipinos, Filipino-Americans, and American communities throughout
south central Wisconsin by encouraging them, pioneers and
new settlers, their families, and their friends to participate.
Section 2. PAMANA shall promote Filipino culture by bringing
to our community our great local talents and visiting Filipinos
and Filipino-American cultural group performers to enrich
and share the elegance of Filipino culture in Madison and
neighboring areas.
Section 3. PAMANA shall support events and those organizations
that promote cultural diversity in Madison, its neighboring
areas and the nation as a whole.
Section 4. PAMANA shall develop and provide available resources
and assistance to its members and for those new settlers who
came to the area from the Philippines and other states.
Section 5. PAMANA shall create opportunities for children
and youth to enrich their awareness of the Filipino culture
by providing them a chance to meet, speak, play, and enjoy
activities with native and nonnative Filipino-American children.
Section 6. PAMANA shall participate and contribute to humanitarian
projects supporting its less fortunate members, Filipinos,
Filipino-Americans, Americans in Madison and neighboring areas,
and those Filipinos in the Philippines through various humanitarian
endeavors.
Section 7. PAMANA is comprised of members with varying spiritual
beliefs and as such shall remain a non-sectarian group.
Section 8. PAMANA shall recognize the contribution of all
members of its community regardless of and not because of
their individual socio-economic background, religion, tradition,
profession, gender, or sexual orientation by promoting respect
and understanding of differences among its members.
Section 9. PAMANA as a non-partisan association shall respect
its members' personal political beliefs and affiliations.
It shall not participate, endorse, or intervene on behalf
of any candidate for public office.
Section 10. PAMANA as an association and as a distinct ethnic
minority group shall educate its members and the public on
social and cultural issues that affect the Filipino and Filipino-American
community and its member's interest and welfare.
Section 11. PAMANA shall promote activities and projects
that qualify for and are governed by the provisions of section
(501) (c)(3) of the Federal Internal Revenue Code from time
to time.
ARTICLE 3
Office
Section 1. The association shall maintain in the state of
Wisconsin a registered address,
which shall be that of the duly elected President of the association.
The executive board may at anytime change the location of
the registered address and the person designated as the registered
agent. The association may also have other designated addresses
at such places as the officers may designate by resolution.
ARTICLE 4
Membership
Section 1. Any person who subscribes to the objectives of
the Association, having Filipino descent, spouse, domestic
partner, relative or friend of a person of Filipino descent,
or having connections to the Philippines or Filipino people,
18 years or older, regardless of race, political belief, religion,
gender, or sexual orientation can be a member.
Section 2. Membership fees shall be due and payable upon
application for membership.
Section 3. There shall be two types of memberships in the
association as described below.
a. VOTING FAMILY shall be defined as a household that paid
membership dues by or on the annual renewal deadline, January
thirty first (31).
b. VOTING INDIVIDUAL shall be defined as an individual that
has paid his/her
dues by or on the annual renewal deadline, January thirty
first (31).
c. NON VOTING FAMILY shall be defined as a household that
paid membership
dues after January thirty first (31), but before December
first (1).
d. NON VOTING INDIVIDUAL shall be defined as an individual
that paid his/her membership dues after January thirty first
(31), but before December first (1).
Section 4. An eligible voting family or voting individual
membership shall be entitled one vote in elections.
Section 5. Annual membership dues shall be set annually by
the Executive Board prior to
December first (1) of the previous year.
Section 6. The membership year shall begin January first
(1) and end on December thirty
first (31).
Section 7. Annual membership dues shall be payable on or
before January thirty first (31).
Section 8. Membership dues paid after December first (1)
shall be credited as payment for
the following year.
Section 9. Upon an increase in membership dues, the Executive
Board will decide whether to
bill members who have paid their dues in advance for the increase.
Section 10. The executive board shall hear and decide appeals
for late membership renewals and the
expulsion process.
ARTICLE 5
Suffrage
Section 1. Voting members shall constitute as the highest
policy making body of the association when in session.
Section 2. General membership (voting and non-voting members)
shall have the right to a full and accurate accounting of
the funds of the association.
Section 3. General membership shall enjoy the freedom of
expression on all matters of the association provided that
such exercise of freedom shall not impede on another member's
rights to free speech.
Section 4. The general membership shall have an annual spring
assembly meeting. The Executive Board shall notify the general
membership of the purpose, time, and place of the annual meeting
not less than ten days before such a meeting.
Section 5. The Executive Board may call a special membership
meeting if deemed necessary and shall notify the general membership
of the purpose, time, and place of the special meeting at
least two (2) days prior to the meeting.
Section 6. Only those voting members that are present at
an annual or special meeting constitute a quorum.
Section 7. Actions are taken by an affirmative vote of simple
majority of voting members present, unless these by-laws provide
differently.
Section 8. Non voting members shall enjoy the same benefits
available to voting members,
except the right to vote and hold office.
Section 9. A petition signed by fifty percent (50%) of the
total voting membership shall
warrant a special election of the entire Executive Board.
ARTICLE 6
Administration of the Association
Section 1. The second highest policy-making body of the association
shall be the Executive Board when the general membership is
not in session. It will govern and carry out the general membership's
policies and decisions. The board may transact any business
of the association in any of its regular meetings provided
a quorum of the active board is present.
Section 2. The executive board may elect to refer important
matters for deliberation and approval of the voting members
in any regular or special meeting where a quorum is present.
Section 3. The number of board members will be exactly thirteen
and elected without specific positions on the day of the election.
Section 4. The Executive Board shall serve a year term except
for the President Elect who will serve his or her actual term
and the following year's term as President.
Section 5. The Executive Board's specific positions shall
be determined among themselves shortly after they are elected.
Members of the board will determine the selection process
applicable to divide their respective positions to be announced
after the election.
Section 6. The members of the Executive Board shall have
the following duties:
President
- Preside at all meetings of the association and Executive
Board
- Appoint chairpersons of committees
- Represent the association at official functions
- Present an overall annual report of the status of the association
at its annual assembly
- Perform other duties as may be required by the association
or the Executive Board
President Elect
- Assist the President in all duties and responsibilities
- Perform the duties or succeed the President in the latter's
absence
- Coordinate all regular committee activities
- Perform other duties as may be required by the association
or the Executive Board
- Officially assume President's duties and responsibilities
the following year.
- Serve a two year term on the Executive Board
Secretary
- Records and distributes minutes of the association and the
Executive Board
- Maintain all the records of the association such as current
membership directory, constitution and by-laws, minutes of
meetings, and other documents which the association may deem
proper for safe keeping
- Perform other duties as may be required by the association
Treasurer
- Collects and deposit in a timely manner fees and other funds
for the association
- Make disbursements from the designated funds upon authorization
of the Executive Board
- Report to the Executive Board a periodic financial status
and issue a quarterly or semi-annual financial statement to
the association
- Maintain an accurate and up to date record of financial
activities of the association
- Issue receipts of payments of dues and donations
- Take charge of property inventory
- Perform other duties as may be required by the association
- Prepare and file required I-90 tax documents
Public Relation Officer
- Conduct activities which will provide information to PAMANA
members and
the general public regarding PAMANA events.
- Assist and coordinate the preparation of Tambuli, PAMANA's
quarterly
Newsletter, and the website
- Coordinate publicity in the media
- Assist in making presentations about PAMANA to various organizations
and groups
- Perform other duties as may be required by the association
Seven (7) Advisors
- Gather and present information on availability of resources
in the community
- Serve as mediator in the clarification of issues and the
resolution of conflicts affecting the association
- Provide further insight and expertise in decision-making
processes
- Recommend appropriate projects to be conducted by the association
- Perform other duties as may be required by the association
(1) Student / Youth Representative
- Represent PAMANA, particularly the student members to the
educational institutions and organizations
- Encourage the participation of younger members in the activities
of the association
- Motivate prospective youth and students to officially join
PAMANA
- Perform other duties as may be required by the association
Section 7. Executive board's quorum shall consist of 7 board
members. Action is taken
by a majority vote of the quorum present.
Section 8. The executive board shall conduct a minimum of
quarterly (4) meetings annually.
Section 9. The President shall consult the members of the
Executive Board on the agenda and board members must be notified
of the time, place, and final purpose of the meeting seven
(7) days prior to the regular meeting.
Section 10. Any member of the Executive Board, following
consultation with the President, may request for a special
meeting of the Executive Board with at least 2 days notice,
informing each member of the date, time, place, and purpose
of the special meeting.
Section 11. All officers shall attend all meetings of the
Executive Board unless properly excused by notification of
their fellow officers. The office of an Executive Board member
who is ABSENT without prior announcement and unexcused for
three (3) consecutive meetings shall be declared vacant upon
approval of the board. The concerned board member will be
notified accordingly.
Section 12. Executive Board may take action without meeting
if all officers agree. This
may be done by each one signing a written consent describing
the action taken and including the consent in the minutes.
The action taken is effective when the majority of the Executive
Board members sign the consent.
Section 13. Members of the Executive Board may cast their
vote on matters that require
immediate decision via email message exchange forwarded to
all officers
that have email access. The President shall keep a printed
copy of every officer's vote or response on the matter being
decided in such manner.
Section 14. Executive Board meetings shall be open to the
general membership. The Executive Board may declare a meeting
closed by a majority vote.
Section 15. Resignation shall be formally communicated in
writing or via email to the
Executive Board.
Section 16. Removal of an Exectutive Board member from office
shall be initiated by the Executive Board upon any valid complaint
of a current voting member. The Executive Board will meet
in a special session within two weeks after receipt of a complaint
to investigate the allegation. If the complaint is deemed
valid, a simple majority vote is required for punitive action.
Upon approval of a majority of members of the Executive Board
present at a meeting called for the purpose with three (3)
days notice, any officer of the association may be removed
from office for any just cause, including but not limited
to misappropriation of funds, inappropriate conduct, dereliction
of obligations and duties, abuse of authority, and failure
to surrender items or donations intended for the association.
However, removal from office shall not be construed as automatic
expulsion from the association. Moreover, the officer concerned
shall be given every opportunity to defend himself or herself
before the decision is made. A recommendation or decision
will be in writing and will include circumstances involving
the allegation. A copy shall be presented to each member of
the Executive Board and the individuals involved. The President
or his or her designee if not involved in the allegation will
preside over the proceedings.
Section 17. Vacancies that arise between election shall be
filled by the President with the
approval of the board. The President has the power to appoint
from the membership an emergency replacement to serve the
duration of the term.
Section 18. Outgoing members of the executive board shall
assist the incoming officers during the transition process.
The immediate past executive board and the current board shall
set an official date and appropriate procedure to turn over
funds, books, and properties of the association.
ARTICLE 7
Election Guidelines
Section 1. Any member who passed Article 4, Section 1, with
the exemption of the student/
youth representative, and has paid the annual dues on or before
January 31,
shall be eligible for any elective office of the association.
Section 2. Election of the Executive Board shall be held
in the spring of every year.
Section 3. The President will appoint three members to serve
as the transitional Committee
on Election (COMELECT)with the approval of the board. The
COMELECT is
responsible for carrying out the task of ensuring the registration
of members
is current (dues paid currently), informing and gathering
members' feedback, and election proceedings. The electoral
process shall be planned, implemented, and administered by
the COMELECT.
Section 4. Members of the COMELECT shall NOT be entitled
to any office for the election
year.
Section 5. Specific dates for the nomination and election
shall be determined by the
COMELECT.
Section 6. All voting members shall receive information no
less than forty five (45) days notice about the nomination
and election procedures and reminders for membership renewal.
Section 7. If the number of official nominees are exactly
or less than the required total
members of the board, the nominees are automatically elected,
election will not take place. The COMELECT and automatically-elected
board will determine how to fill the vacant position(s) at
a special meeting of the duly elected board.
Section 8. Membership dues are to be paid for the current
year to be considered a
registered voter.
Section 9. Members with current dues can cast their vote
in person, through email, mail, or a representative with an
authorization letter.
Section 10. COMELECT will ensure the validity of votes cast
based on voting members' registration record.
Section 11. Members who served on the board, regardless of
their previous position, may serve multiple terms following
the normal election process.
Section 12. If deemed necessary, the board will review existing
election guidelines to update them to reflect the current
state of the association.
ARTICLE 8
Committees
Section 1. The President shall appoint the following regular
committees, with their
respective chairperson, subject to the approval of the Executive
Board. The
replacement of the chairperson shall be subject to the approval
of the majority of
the Executive Board.
Section 2. Committee tasks and functions:
Membership and Outreach Committee shall promulgate the necessary
procedure for recruiting and accepting prospective members.
It shall promote renewals of current and past membership,
prepare, update membership roster, and prepare brochure and
directory. It shall become the information
resource for new settlers. It shall plan and initiate welcoming
activities for new settlers as well.
Tambuli Committee shall be responsible for the dissemination
of technical
matters, publication, articles, collection of event photos,
and the preparation and distribution of quarterly newsletter
for the association. The President and P.R.O shall be automatically
an Ex Officio member of the committee.
Social Events Committees shall be responsible for initiating
planning and preparation for social events such as but not
limited to summer, Halloween, and Holiday events.
Annual Philippine Independence Day Committee shall be responsible
for
planning and implementation of the Annual Philippine Independence
Day
celebration.
Interim Committee shall be temporary committees formed at
the discretion of
the President for specific projects and objectives.
ARTICLE 9
Funds and Donations
Section 1. The fiscal year of the association shall start
on August first (1st) and end July thirty first (31st) of
the following year.
Section 2. The association's financial accounts shall be
audited annually, within sixty days of the end of the fiscal
year. A report of the audit shall be submitted to the board
during its meeting immediately following the completion of
the audit.
Section 3. The Executive Board shall adopt a budget for each
fiscal year, based on a reviewed calendar of events, no later
than thirty days after the beginning of each term.
Section 4. The executive board, after thorough discussion
and approval, may authorize any officer or officers, agent,
or agents, to enter into any contract or execute and deliver
any instrument in the name or and on behalf of the association,
and such authorization may be for general or specific instances.
Section 5. No loans shall be contracted on behalf of the
association and no evidence of indebtedness shall be issued
in its name unless authorized by or under the authority of
the Executive Board
Section 6. No part of the net earnings of the association
shall inure to the benefit of, or be
distributed to its members, board members, or other private
person, except that the association shall be authorized and
empowered to pay reasonable compensation for service rendered
and to make payments and distribution in furtherance of the
purposes set in Article 2 hereof.
Section 7. No check shall be issued between meetings for
more than $100 without the executive board's approval.
Section 8. The president and treasurer will be the official
signatories of the checking account. The president cannot
be the signatory of his or her own reimbursement check. Likewise,
the treasure cannot be the signatory of his or her own reimbursement
check.
Section 9. All agreement(s) shall require the Executive Boards
approval and must be in
writing and will not otherwise be officially honored by the
association.
ARTICLE 10
Website
Section 1 The PAMANA website shall be used solely for the
purpose of reaching the broader public in a faster and electronic
way for disseminating PAMANA related activities and information.
Section 2 The executive board shall appoint one or two members
of the executive board to assist and work with the volunteer
webmaster that will maintain and update the site.
Section 3 The executive board shall adapt and review once
every year the rules and regulations for the website.
Section 4 The executive board shall ensure the regular payment
of website fees necessary to keep the service available for
PAMANA's public information purposes and members use and benefits.
ARTICLE 11
Properties
Section 1. All material and equipment purchased with PAMANA
funds or donated to the assiciation shall be the property
of the association.
Section 2. The Executive Board will annually audit, oversee,
and appoint a custodian
of all association property.
ARTICLE 12
Planning
Section 1. The Executive Board shall conduct an annual review
and planning of the organization's activities sixty (60) days
prior to the end of each term to improve and adapt from internal
and external changes that may affect the objective and functioning
of the association.
Section 2. The outgoing President shall prepare a summary
of past year's events followed by incoming President's (President-Elect)
announcement of the next term's calendar of events and projected
budget.
ARTICLE 13
Transitory Provision
Section 1. Only for the 2004-05 term will the general membership
elect 13 members of the
board. After the 2004-05 term, only 12 members will be elected
annually. The 2004-2005 president will only serve for period
of one year. All president elects will automatically serve
a 2 year term. First year will be as president elect and to
take task as assigned by the fellow board members, and then
to succeed the previous president the following year.
ARTICLE 14
Dissolution
Section 1. Upon the dissolution of the association, its assets
remaining after the payment,
or provision of payments, of all debts and liabilities of
the association, shall be distributed to one or more organizations
or foundations whose exempt purposes fall within the meaning
of Section 501 (c)(3) of the Internal Revenue Code, or shall
be distributed to the Federal, state or local government for
a public purpose. Such distribution shall be in accordance
with all applicable provisions of the State of Wisconsin.
Assets on loan to the association shall be returned to the
state of the lender prior to the dissolution of the association.
Article 15
Amendments to these By-Laws
Section 1. Amendments of these Articles or By-Laws may be
proposed in writing by any
three officers in good standing to the Executive Board for
evaluation and recommendation. The Executive Board shall have
the power to enact, repeal, or modify any by-law(s) pertaining
to matters not expressly specified in these Articles. A majority
of the Executive Board's seven (7) votes is required for approval.
Section 2. The recommended amendment(s) to these Articles
must be ratified by secret ballot
by two thirds (2/3) of the general voting membership in good
standing that are present to become effective. Upon ratification,
the amendments shall become effective immediately, unless
otherwise specified.
ARTICLE 16
Ratification and Enabling Act
Section 1. These Constitution and By-Laws shall be ratified
in a secret ballot by which a two thirds (2/3) majority of
the membership who participated in a referendum or present
at a regular general or special meeting. All provisions of
these Constitution and
By-laws shall become effective upon ratification and shall
supersede all previous by-laws.
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