CONSTITUTION AND BY-LAWS
NAME AND OFFICE
Section
1: The name of the Corporation shall be the Philippine
Bisayan Society of Nevada, Inc., herein referred to as PBSN. All
references to the "Corporation" shall be to PBSN.
Section
2: The principal office of the Corporation shall be in Las
Vegas, Nevada.
OBJECTIVES TOP
Section
1:
a.
To foster unity, mutual
respect, friendship, and cooperation among the members.
b.
To encourage the
economic, social, civic, cultural, educational development and
opportunities of all members of the Corporation.
c.
To work closely together
for the success of all plans and activities of the Corporation.
d.
To work for the
establishment of an information center that will provide
assistance to new Filipino residents in Nevada.
e.
To extend moral, civic,
and financial support to members of the
Corporation in need of assistance.
f.
To expand opportunities
for Filipino youths to gain education, skills and experience to
become responsible citizens.
g.
To have all powers
enumerated in Nevada Revised Statutes 81.350 seq.
Section
2:
a.
The Corporation shall be
non-partisan, non-sectarian, and non-profit whose members shall
have the sole right to govern and control its activities through
its duly elected officers Founders role is Section 10.
b.
Non-partisan is defined
as not supporting any political party.
c.
Members are prohibited
from using the PBSN for partisan political purposes.
MEMBERSHIP TOP
Section
1: FULL-FLEDGED MEMBERSHIP: Any Bisayan-speaking Filipino, 18 years old or over
residing in Nevada and whose interests are in accordance with
the provisions of the purposes of the Corporation and further: (
Amended 4/15/95)
a. Whose roots are from
the Visayas or Mindanao
Section
2: AFFILIATE MEMBERSHIP: Any person 18 years old or over residing in Nevada and
whose interests are in accordance with the provisions of the
purposes of the Corporation who are:
a. Spouses and/or dependents of full-fledged members.
Section
3: HONORARY MEMBERSHIP AND CRITERIA: Any person is eligible as honorary member upon
recommendation of a full-fledged member, for:
a.
Recognition of an
outstanding achievement in his/her field of endeavor.
b.
Financial contribution or
recognition of an achievement or activity that helped promote
the attainment of the Corporation's objectives and/or goals. An
honorary member may make voluntary contributions to the corporation.
c. Recognition
of distinguished role in private or public leadership.
Section
4: Any member shall be placed on the inactive list for
non-payment of dues for 90 days; corresponding secretary shall
carry out this provision through letter.
MEETINGS
TOP
Section
1: GENERAL MEMBERSHIP MEETING: General membership meeting shall be held at least two (2)
times a year; last meeting of the year shall be held in
September, second Saturday. Notification to the members shall be written and or phone
call.
a. Amend the
By-Laws.
b. Transact business pertaining to the affairs of the
Corporation.
c. Review the financial report of the Treasurer.
d. Electing officers of the Corporation.
e. Place, date and time to be designated by the President.
f. Quorum shall be 50% + 1 of full-fledged members present.
Section
2: OFFICERS MEETING: Meeting
of the officers shall be held every second Saturday of each
month
a. Place, date and time to be designated by the officers.
b. Written and or phone notification.
Section
3: SPECIAL MEETING: A
special meeting can be called at the request of five officers
with letter or phone notification which will include the reason
(s) for the meeting.
Section
4: QUORUM AT OFFICERS MEETINGS: Quorum requirements will be stated as mandatory steps to
follow:
a.
50% + 1 based on the
total number of officers. If
quorum cannot be established then follow b.
b.
50% + 1 of total number
of officers counting founders present who are not officers. If
quorum cannot be established, then follow c.
c. 30% of total number of officers.
Section
5: VOTING: Each full-fledged member shall be entitled to one (1) vote
in person. No
proxies shall be permitted or accepted. No affiliate member shall be permitted to vote.
Section
6: REGISTER OF MEMBERS:
a.
The Secretary of the
Corporation shall maintain a current Register of Members
containing the name, address, acceptance and expiration date of
membership of each member. Such Register shall be prima facie evidence as to who are
the members at any given time entitled to vote.
b.
The Secretary of the
Corporation shall maintain an active and inactive list of
members.
MEMBERSHIP
FEES TOP
Section
1: Full-fledged members shall pay a membership fee of
fifteen dollars ($15.00) payable upon signing of membership
application.
Section
2: Affiliate members shall pay a membership fee of fifteen
dollars ($15.00) payable upon signing of membership application.
Section
3: Annual membership fee for the current year for
full-fledged and affiliate members shall be paid no later than
March 31st of the year.
a.
A renewal fee of annual
membership shall be paid every twelve months after acceptance. A
90-day grace period may be granted before a member becomes
inactive for not paying the membership dues. This will include
statement about insurance coverage language statement; subject
to adjust as needed.
b.
All full-fledged members
are covered with Accidental Death and Dismemberment insurance
but coverage ends after 90 days lapse of payment of dues as well
as policy grace period.
c.
A one time fee of two
hundred ($200) dollars may be paid to become a lifetime member
of the Corporation (Amended 9/18/99).
Section
4: Membership fee is non-refundable, except when application
has been denied.
OFFICERS TOP
Section
1: The officers of the Corporation shall be selected from
full-fledged members of good standing and shall consist of a
President, Executive Vice-President, Vice-President for
Administration, Vice-President for Luzon, Vice-President for
Visayas, Vice-President for Mindanao, Secretary, Assistant
Secretary, Treasurer, Assistant Treasurer, Auditor, Group Public
Relations Officers (GPRO), one position automatically created
for every 40 members of the Society, Publication Officer, and
two (2) Peace Officers. No
person may hold more than one office at the same time (Amended
4/4/92).
See Amendment No. 5
Section
2: ELECTION: The officers of the Corporation shall be elected
bi-annually
by
full-fledged members of the Corporation at the Corporation's bi-
annual election of officers. The candidate officer(s) garnering
the highest number of votes by secret ballot shall be proclaimed
elected. A
candidate with the next highest number of votes shall be
proclaimed in case an elected officer will not accept her/his
position. A coin
flip settles a tie. If
the majority of voting members is not present, the President may
call a special meeting for the purpose of election only, no
later than the end of the month of November.
Section
3: The term of office shall be for one (2) year commencing
on January 1st. No
officer can serve more than two (4) consecutive years.
Section
4: Each officer shall hold office until the end of his/her
term, and until his/her successor shall have been duly elected
and sworn in.
Section
5a: RECALL: Any officer of the Corporation may be recalled
for the following:
1. Misappropriation of funds.
2. Gross inefficiency in the performance of duties and
responsibilities.
3. Gross misconduct.
4. Gross violation of the Constitution & By-Laws.
Section
5b The
procedures for conducting a recall are as follows:
1.
Ten percent (10%) of
full-fledged membership may submit a petition for recall to the
Grievance Committee.
2.
The Grievance Committee
shall conduct an investigation and submit a report of its
findings and recommendations to the officers and full-fledged
membership during quarterly, or special meeting called for that
purpose.
3.
At the meeting, the
officer in question shall be given the opportunity to defend
himself/herself. Thereafter,
the full-fledged membership shall vote on the question of recall
by a simple majority.
Section
6: Should an officer voluntarily resign prior to the end of
his/her term for personal reasons arising from a family crisis,
job transfer or ill health, or is in violation of Article VI,
Section 5a, the officers of the Corporation may appoint a
full-fledged member to act as and assume the duties and
responsibilities of the resigning officer, not later than twenty
(20) days after the vacancy of such office. The interim officer may hold office until the end of the
resigning officer's term only.
Section
7: No affiliate member may be elected to any office of the
Corporation.
Section
8: ATTENDANCE: Any officer who knowingly fails to attend two (2)
consecutive unexcused absence, a letter of warnings will be sent
by the secretary
a.
After the 3rd absence, a
letter will be sent notifying officer of loss of position and
appearance before the board. If no response at the 4th meeting appointment by the
board of replacement shall take place.
b.
For non-consecutive
unexcused absences: After the 2nd absence, send a letter of
warning, after the 3rd absence, send a letter of notification of
loss of position. If
no response in the 4th meeting, the board will appoint a
replacement.
OFFICERS' DUTIES &
RESPONSIBILITIES TOP
Section
1: The duly elected officers form the governing body of the
Corporation. They
shall have general and active management of the business affairs
of the Corporation, including budget, plans and activities,
decision-making policies of the Corporation, and shall see that
all orders are carried into effect. (Amended 9/18/99)
Section
2: PRESIDENT - As Chief Executive Officer of the
Corporation,
shall:
a. Prepare the agenda for all meetings of the Corporation.
b. Preside over all meetings held by the Corporation.
c.
Manage the
administrative, operational, and budgetary matters of the
Corporation.
d.
Co-sign with the Treasurer all checks, drafts, vouchers and
other orders for the payment of monies, notes, or other evidences of
indebtedness issued in the name of the Corporation.
e.
Call for an emergency or special meeting as needs arise to
address important matters
affecting the Corporation.
f.
Create standing
committees and appoint chairpersons of said committees.
g.
Employ persons or firms
other than the members of the Corporation to assist the
Corporation carry out its programs and purposes upon approval by
the officers.
h. Perform other tasks as required by the position.
Section
3: EXECUTIVE VICE-PRESIDENT - shall perform all duties and
responsibilities of the President in his/her absence,
incapacity, or demise. He/she shall act as liaison officer
between the President and all standing committees created by the
President and those under the different executive offices.
Section
4A: VICE-PRESIDENT
FOR ADMINISTRATION - shall assist the President with all his/her
administrative functions and shall act as coordinator of
activities among Group Public Relation Officers. He/she shall assign specific names of members to GPROs
for follow up of program implementation as needed (Amended 4/4/92).
Section
4B: VICE-PRESIDENT FOR LUZON - shall assist the President
with all his/her administrative functions relating to the
interest of membership from Luzon (Amended 4/4/92).
Section
4C: VICE-PRESIDENT
FOR VISAYAS - shall assist the President with all his/her
administrative functions relating to the interest of membership
from Visayas (Amended 4/4/92).
Section
4D: VICE-PRESIDENT
FOR MINDANAO - shall assist the President with all his/her
administrative functions relating to the interest of membership
from Mindanao (Amended 4/4/92).
Section
5A: SECRETARY
- as custodian of the records and documents of the Corporation,
shall:
a.
Notify the members of
the Corporation of all meetings of the Corporation in accordance
with the provisions prescribed in Article IV, Section 5.
Corporation and such authority may be general or confined to
specific instances.
b. Record and maintain minutes of all meetings of the
Corporation.
c. Read all the minutes of previous meetings.
d.
Call the roll of members
before the business meetings begin to determine the quorum.
e.
Coordinate with the
public relations officer in disseminating information about the
Corporation.
f.
Keep a Register of
Members in accordance with the provisions prescribed in Article
IV, Section 8.
g. Keep a record of appointments and scheduled events.
h. Perform other tasks as assigned by the President.
Section
5B: ASSISTANT SECRETARY: - shall assist and/or assume the
responsibilities of the Secretary for records in the later s
absence, and shall coordinate the Secretary s functions for
special projects or events (Amended 4/4/92).
Section
6A: TREASURER
- as the finance officer of the Corporation, shall:
a.
Collect all fees, dues,
and funds payable to the Corporation.
b.
Co-sign with the
President all checks, drafts, vouchers, or
c.
Other orders for the
payment of monies, notes, or other evidences of indebtedness issued in the name of the Corporation. Keep
and maintain books belonging to the Corporation.
d.
Responsible for full and
accurate accounting of all receipts and disbursements.
e.
Deposit all monies,
securities, and other valuable effects in the name of the
Corporation.
f.
Submit a report to the
President and general membership at regular meetings of the
Corporation and whenever requested by them, an account of all
his/her transactions as Treasurer and the financial condition of
the Corporation.
g. Perform other tasks as required by the position.
g.
For
extraordinary/unexpected disbursements of $300.00 and over shall
be voted upon per quorum requirements and shall be disbursed in
the form of a check.
Section
6B: ASSISTANT TREASURER - shall assist and/or assume the
responsibilities of the Treasurer in the later s absence, and
shall coordinate the Treasurer s functions for special projects
or events (Amended 4/4/92).
Section
7: AUDITOR - as the verifying officer of the financial
accounts of the Corporation, shall:
a.
Audit quarterly the
books of the Corporation.
b.
Submit a report to the
President and membership at regular meetings and whenever requested by them, a report of any discrepancies, findings, and
recommendations in his/her audit of the accounting procedures
used by the office of the Treasurer.
c.
Ensure the disbursement
of funds is in accordance with objectives of the Corporation.
d.
Countersign the
financial report of the Treasurer.
e.
Co-sign with the
President and Treasurer all checks, drafts, vouchers, or other
orders over $300. (Amended 9/18/99)
f.
Perform other tasks as
required by the position.
g.
The duties and
responsibilities of Auditor is assumed by the Executive Vice
President in the absence of the Auditor (Amended 4/3/94).
Section
8A: GROUP
PUBLIC RELATIONS OFFICER - as the Corporation s liaison to about
40 members in his/her group, shall:
a.
Keep track of all
activities of the Corporation and disseminate information to the
members in the form of newsletter, flyers, promotional leaflets,
etc.
b.
Contact public and
private agencies for services and facilities for social
gatherings of the members of the Corporation.
c.
Coordinate with
membership committees in establishing an information center for
new Filipino residents in Nevada.
d. Submit publication of any kind for approval by the
President.
d.
Work on programs and
projects necessary to accomplish the objectives of the
Corporation.
f. Perform other tasks as required by the position.
Section
8B: PUBLICATION OFFICER - shall be responsible for
compilation of news items and pictures for the publication of
the Corporation. He/she
may solicit help from the officers and members for the timely
release of distribution of newsletter, flyers, and periodicals
as needed.
Section
9: PEACE OFFICER - as the police officer of the Corporation,
shall:
a.
Maintain peace and order
in any meeting or affairs of the Corporation.
b.
Ensure that all members
of the Corporation abide with the Laws of Nevada regarding the use of intoxicated substances and/or
drugs in any social gatherings of the Corporation.
c. Perform other tasks as required by the position.
Section
10: FOUNDERS - Founders role shall be:
a. At the officers meeting, vote when counted as part of a
quorum.
b.
As replacement for
resigned officers (voluntary).
c.
Help in review of
Constitution and By Laws when historical perspective is needed.
NON-DISCRIMINATION POLICY
Section
1: The Corporation shall comply with all Federal, State, and
local Affirmative Actions, Equal Employment Opportunity and
other such laws, statutes, and
regulations.
CONTRACTS, DEPOSITS,
DONATIONS, LIABILITIES AND
INDEMNIFICATION TOP
Section
1: CONTRACTS: The President, with the consent of the officers at the
officers' meeting, may enter into any contract or execute and
deliver any instrument in the name of or on behalf of the
Section
2: DEPOSITS: All
funds of the Corporation shall be deposited within ten (10)
working days to the credit of the Corporation in such banks,
financial institution(s), or other depositories as the Officers
may select.
Section
3: DONATIONS: The officers of the Corporation may accept, on behalf of
the Corporation, any
contribution, gift, bequest, or devise for the general purpose
or for any special purpose of the Corporation.
Section
4: NO PERSONAL LIABILITY: The officers and members of the Board of Directors shall
not be personally liable for the debts, liabilities or
obligations of the Corporation.
Section
5: INDEMNIFICATION OF BOARD MEMBERS AND OFFICERS: Each officer and member of the Board of Directors shall
be indemnified by the Corporation against expenses and losses
sustained, including any amount paid or attributable to
settlement reasonably incurred by him or her in connection with
any suit, or proceeding to which he or she may be made a party
or a witness by reason of having been an officer of the
Corporation (whether or not he or she continues to be an officer
at the time of incurring such expenses), except in relation to
matters as to which he or she shall be adjudged in such action,
suit, or proceeding, by the membership, to have been derelict in the performance of duty as such an officer. The foregoing right of indemnification shall not be
exclusive of other rights to which he or she may be entitled as
a matter of law. Additional compensation for services rendered
and reimbursement for
expenses incurred ( including any amount paid in settlement of
any action), shall be determined from time to time by the
membership.
FISCAL YEAR
The
fiscal year of the Corporation shall begin on the first day of
January and end on the last day of December of each year.
STANDING
COMMITTEES TOP
Section
1: COMMITTEE ON
ELECTIONS:
a. Consists of a Chairman and two (2) members.
b. Accepts nominations of candidates for the offices.
c. Reviews the qualifications of candidates.
d. Conducts the election, certify and proclaim the winners.
e. May deputize additional members as needed.
Section
2: MEMBERSHIP COMMITTEE:
a. Consists of a Chairman and two (2) members.
b. Recruits members.
c. Screens and approves applications for membership.
Section
3: GRIEVANCE COMMITTEE:
a. Consists of a Chairman and four (4) members.
b. Hears complaints and grievances from members and submit a
report of its findings
and
recommendations to the President.
c. Recalls
an officer in the manner hereinafter provided
in Article VI, Sections5a and 5b.
Section
4: YOUTH ACTIVITIES COMMITTEE:
a. Consists of a Chairman and two (2) members.
b. Plans and
organizes activities for the youth members of the Corporation.
Section
5: SOCIAL & CULTURAL ACTIVITIES COMMITTEE:
a. Consists of a Chairman and four (4) members.
d.
Plans and organizes
social and cultural activities.
e.
Works closely with the
Public Relations Officers in establishing an information center
for new Filipino residents.
d. Gives awards to deserving members of the Corporation.
Section
6: WAYS & MEANS COMMITTEE:
a. Consists of a Chairman and two (2) members.
b. Plans and organizes fund-raising activities.
Section
7: CONSTITUTION AND BY-LAWS COMMITTEE:
a.
Consists of a Chairman
and two (2) members.
b.
Reviews proposed
amendments and make recommendation to the board.
BOARD OF ADVISORS
Section
1: The Board of Advisors and founders of the Corporation
shall constitute of not less than five (5) nor more than twenty
(20). They shall be
appointed by the President and shall be designated Honorary
Members of the Corporation. The Board of Advisors and founders may attend any meeting
of the Corporation, but may not have voting rights. They may serve as advisors to the Corporation and may
make voluntary contributions and/or donations for the financial
support of the Corporation.
AMENDMENTS TOP
Section
1: The Board of PBSN and the committee of the Constitution
and By-Laws can propose change and amendments to the board.
Section
2: The 50 % + 1 full-fledged members present in a general
membership meeting can propose, change and amend the
Constitution and By-Laws.
ORDER OF
BUSINESS TOP
The
order of business at the meetings shall be as follows:
Section
1. INVOCATION
Section
2. CALL TO ORDER AND ESTABLISHMENT OF QUORUM
Section
3. READING AND APPROVAL OF MINUTES OF PREVIOUS MEETING
Section
4. READING AND APPROVAL OF FINANCIAL REPORT.
Section
5. COMMITTEE REPORT
Section
6. UNFINISHED BUSINESS / ACTION ITEMS
Section
7. NEW BUSINESS / ACTION ITEMS
Section
8. ANNOUNCEMENTS / INFORMATIONAL ITEMS
Section
9. ANNOUNCEMENT OF NEXT MEETING S PLACE / TIME / DATE
Section
10. ADJOURNMENT PHILIPPINE BISAYAN SOCIETY OF NEVADA, INC.
RATIFICATION TOP
The
Philippine Bisayan Society of Nevada By-Laws as hereby described
is hereforth ratified in the City of Las Vegas, Nevada on
February 23, 1991. In
witness hereof, the organizers and members of the Board of
Directors hereby affix their signatures to bind themselves to
the birth of the society.
JEAN P. CELEMIN MARTIN C. CELEMIN
BIENVENIDA R. DURANO CESAR P. DURANO
NADIA C. JURANI ROMEO S. JURANI
NORA R. RODRIGUEZ JAIME C. SANTIAGO
LUCYLYN A. SANTIAGO EVELYN A. SAYRE
LORNA R. SODUPE NICOLAS G. WARQUE
|
