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CONSTITUTION AND BY-LAWS
ARTICLE 1 – NAME AND ADDRESS
Section 1.
The name of the organization shall be Alcalenian Association of Southern California.
Section 2.
The official address of the organization shall be the home of the incumbent President.
ARTICLE II – PURPOSE
Section 1.
This organization is a nonprofit mutual benefit organization under the Nonprofit Mutual Benefit Corporation Law. The purpose of this organization is to engage in any lawful act or activity for which a nonprofit entity may be organized under law.
Section 2. Specific and primary objectives:
A. To afford opportunities for worthwhile and wholesome amusement and recreation for its members and their friends in order to perpetuate their “hometown” relationship.
B. To facilitate helping one another in times of distress and misfortune, and share together the joys of success.
C. To perpetuate desirable Philippine cultural values such as filial piety, honor and respect of parents and authorities, high regard for order and discipline, hospitality, modesty, and with the best of American ways develop a Phil-American culture.
D. To foster love and remembrance of the old hometown, Alcala, by giving help for noble purpose and/or for deserving individuals, especially students.
E. To encourage members in good standing and their children by offering awards to those who excel in any scholastic, cultural, or sports related activities.
F. To be united in the promotion of individual and common welfare of the members.
ARTICLE III – MEMBERSHIP
Section 1. Qualification for Membership
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Any person born in Alcala, Pangasinan, Philippines or his/her ascendants, descendants, or other relatives by blood, by adoption, by affinity or association shall be eligible for membership in this association.
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Any eligible person may become a member by paying the membership dues, annual fees and/or other reasonable fees as the association, by resolution of the officers of the association, may impose from time to time for its maintenance and for any humanitarian cause.
Section 2. Admission of Members
Application for membership shall be accepted upon payment of the membership fee and/or first annual dues, as specified in the following sub-sections of these by-laws.
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The initial membership fee is $10.00 per family (family is defined as husband and wife, parents and unmarried children residing in one household). The members of the board shall authorize the treasurer to set up a collection system that will provide for the renewal of membership.
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Annual dues will be $5.00 per member payable on or before the annual fiesta in May.
Section 3. Number of Members
There is no limit on the number of members the association may admit.
Section 4. Registry of Members
The association shall keep a membership book containing the name and address of each member, and shall be updated by the secretary on the day of the town fiesta. Such book shall be a permanent document of the association and shall be kept at the association’s principal office and shall be available for inspection by any member of the association.
Section 5. Non-liability of Members
A member of this organization is not, as such, personally liable for the debts, liabilities or obligations of the organization and in like manner, the organization should not be liable for the debts, liabilities or obligations of any member.
ARTICLE IV – MEETINGS OF MEMBERS
Section 1. Place of Meetings
Meetings of members shall be held at the principal office of the association or such other place or places as may be designated from time to time by resolution of the Members of the Board.
Section 2. Meetings
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Annual Meeting:
The members shall meet annually on the celebration of the town fiesta.
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Special Meetings of Members
Special meetings for the members shall be called any time by the President, the Vice President, the secretary or by the general membership of the association.
C. Regular Meetings:
Regular meetings of may be held as required. Special meetings of the Board shall be held upon four (4) days notice by first class mail or forty-eight (48) hours notice delivered personally or by telephone or by electronic mail. If sent by mail or email, the notice shall be deemed to be delivered on its deposit in the mail or the confirmation of the receipt by email. Such notices shall be addressed to each elected officer at his or her address shown on the books of the organization. Notice of the time and place of holding and adjourned meeting need not be given to any absent officer if the time and place of the adjourned meeting is held no more than twenty-four (24) hours from the time of the original meeting. Notice shall be given of any adjourned meeting if the adjourned meeting is held more than twenty-four (24) hours from time to time of the original meeting.
Section 3. Notice of Meetings
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Time of Notice
Whether it be for the officers, the general membership or special meetings, a written notice shall be given by the secretary of the organization not less than ten (10) business days before the meeting date.
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Contents of Notice
Notice of meetings shall state the place, date, time and the agenda.
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Special Notice Rules for Approving Certain Proposals
If action is to be taken, such action shall be valid only by a majority vote.
1) Filling of vacancies on the Board by the members
2) Amending the Constitution and By-Laws
Section 4. Quorum for the Meeting
A quorum shall consist of at least thirty percent (30%) of the convening body.
Section 5. Rights of Members
It shall be the right and duty of the members to:
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Faithfully abide by the provisions of the Constitution and by-laws and other supplementary rules and regulations passed by the committees, or the general membership.
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Attend all regular and special meetings called by the president or as authorized by these Constitution and By-laws.
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Pay membership fees, annual dues and other assessments or obligations to the association
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Accept or decline committee membership and other duties assigned to him/her
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Vote and be voted for in all elections of the association, subject to the conditions set forth in these by-laws
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Inspect the books of the organization at regular hours
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Receive benefits, awards and the like from the association
ARTICLE V – OFFICERS
Section 1.
The organization shall have the following officers who shall be elected among its active (paid) members and shall serve without compensation:
a. President
b. First Vice President
c. Second Vice President
d. Secretary
e. Assistant Secretary
f. Treasurer
g. Assistant Treasurer
h. Business Managers (2)
i. Auditors (2)
j. Press Relations Officers (2)
k. Peace Officers (4)
Section 2. Terms of Office
A. Each officer shall hold office until his or her successor is properly elected and installed in office.
B. He/she may be elected to a two-year term and can be reelected for a maximum of two consecutive terms.
C. A President who has completed two consecutive terms may run for president again only after another president has served for office after his first two terms.
Section 3. Duties of the President
The President shall be the Chief Executive Officer of the Association and shall supervise and control the affairs of the association. He or she shall perform all the duties related to his or her office and such duties as may be required by law, by the Articles of Incorporation of this Association, or these By-laws.
Section 4. Duties of the Vice President
In the absence of the President, or in the event of the President’s inability or refusal to act, a vice president, with the 1st vice president having priority over the 2nd Vice President, shall perform all the duties of the President and in so acting shall have all the powers of, and be subject to all restrictions on, the President. The Vice Presidents shall have other powers and perform such other duties as may be prescribed by the by-laws.
Section 5. Duties of the Secretary
It shall be the duty of the Secretary to:
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Act as custodian of all records, documents and letters of transaction of the organization
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Keep a roster of all active members at the beginning of each year.
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Take charge in issuing notices and agenda of all meetings of the general membership
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Inform the general membership of all the activities of the association or where it is involved
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Perform such other duties as may be assigned to him or her by the President or by the Association.
Section 6. Duties of the Assistant Secretary
It shall be the duty of the Assistant Secretary to:
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Act as a secretary in the absence or inability of the Secretary
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Perform duties assigned by the Secretary, or the President
Section 7. Duties of the Treasurer
It shall be the duty of the Treasurer to:
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Collect, receive and disburse the monies of the Association
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Deposit the funds in the bank, allocate and distribute funds pursuant to the provisions of the Articles of Incorporation and these by-laws
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Countersign all checks, pay expenditures, reimburse expenses from funds appropriated for a specific purpose
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Keep complete financial records and other accounts of the association and make them available for inspection to members during reasonable office hours
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Keep and maintain a current semestral report on the financial condition of the association and turn it over to his/her successor at the end of his or her term
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Perform such other duties as may be assigned to him/her by the President.
Section 8. Duties of the Assistant Treasurers
It shall be the duty of the Assistant Treasurers to perform duties that may be assigned to him/her by the Treasurer, or the President.
Section 9. Duties of the Auditors
It shall be the duty of the Auditors to:
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Audit all the receipts and disbursements of the association
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Countersign all financial reports of the Treasurer
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Exercise and implement necessary control on fundraising projects of the Association
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Perform such other duties as may be assigned to him or her by the President.
Section 10. Duties of the Business Managers
Section 11. Duties of the Press Relations Officers
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Issue press releases on any activity of the association
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Act as Managing Editor the associations’ regular publications
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Establish efficient rapport, closer ties and good public relations with other organizations, agencies, or entities
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Other duties assigned to him or her by the President or the General Membership
Section 12. Duties of the Peace Officers
It shall be the duty of the Peace Officers to:
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Keep peace and order at all meetings and activities of the association
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Perform such other duties as may be assigned by the President or the general membership.
ARTICLE VI. BOARD OF DIRECTORS
Section 1. Composition:
The Board of Directors shall compose of all past Presidents.
Section 2. Duties of the Board of Directors:
A. To ensure the implementation of the Constitution and By-laws
B. To fill vacancy caused by death, relocation or inability to perform duties
C. To perform any and all duties imposed collectively or individually by the law, by the Articles of Incorporation of this Association of the its By-laws.
ARTICLE VII – EXECUTION OF INSTRUMENTS, DEPOSITS OF FUNDS
Section 1. Execution of Instruments
The President, except as otherwise provided in these by-laws, may by resolution authorize any officer or agent of the Association to enter into contract or execute and deliver any instrument in the name of the association, and such authority may be general or confined to specific instances. Unless so authorized, no officer, member, agent or employee shall have any power or authority to bind the association by any contract of engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.
Section 2. Checks and Notes
Amount as otherwise specifically determined by resolutions of the elected officers, or as otherwise required by law, checks, drafts, promissory notes, orders for the payment of money, and other indebtedness of the Association shall be signed by the Treasurer of the Assistant Treasurer.
Section 3. Deposits
All funds of the Association shall be deposited from time to time to the credit of the association in such banks, trust companies or other depositories.
ARTICLE VIII - RECORDS, REPORTS, AND SEAL OF THE ASSOCIATION
Section 1. Maintenance of Association Records
The Association shall keep its principal office at the home of the current President.
A. Minutes of all meetings of the officers of the association and of all meetings of members indicating the time and place of holding such meeting, whether regular or special, how called, the notice given, and the names of those present and the proceedings thereof.
B. Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of the assets, liabilities, receipts, disbursements, gains and losses.
C. Record of its members indicating their names, and addresses and if applicable, the class of membership held by each member and the termination date of any membership
D. Copy of the Association’s constitution and By-Laws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours.
Section 2. Members’ Inspection Rights
Every voting member shall have the following inspection rights for a purpose reasonably related to such person’s interest as a member:
A. To inspect and copy the record of all members’ names, addresses and voting rights, at reasonable times, upon five (5) business days prior notice request on the Association which request shall state the purpose for which the inspection rights are requested
B. To obtain from the Secretary of the Association, upon written demand and payment of a reasonable charge, a list of the names, addresses and voting rights of those members entitled to vote for the election of the officers of the association as of the most recent record date of which the list has been complied or as of the date specified by the member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as of which the list is to be compiled
C. To inspect at any reasonable time the books, records or minutes of the proceedings of the elected officers or committees upon written demand on the association by the members, for a purpose reasonably related to such person’s interest as a member
ARTICLE IX - STANDING COMMITTEES
Section 1.
The following Committees are hereby created with corresponding powers and duties:
A. Committee on Membership – to solicit and expand the membership of the association
B. Committee on Ways and Means – to plan, coordinate and implement all fund-raising projects and other activities of the association
C. Committee on Communication – to disseminate information to members regarding activities related to the association.
D. Committee on Scholarship – to select scholars in Alcala, Pangasinan and Awardees in Southern California based on the criteria set by the Association.
Section 2.
The general membership of the association may adopt amendment of this Articles of Incorporation or By-laws only after the ratification.
Adopted: May, 2004
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