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By-Laws
THE FILIPINO-AMERICAN COMMUNITY OF THE CAROLINAS, INC.

ARTICLE I – NAME, LOCATION AND PURPOSE OF THE ASSOCIATION

SECTION 1 – NAME
This Association shall be known as the FILIPINO-AMERICAN COMMUNITY OF THE CAROLINAS, INC., hereinafter called the Association (also known as FACC).

SECTION 2 – LOCATION
The principal office of the Association shall be in Charlotte, North Carolina.

SECTION 3 – PURPOSE
The purpose of the Association shall be as follows:

1. To enhance unity and friendship among members of the Filipino-American communities in the United States, especially in North Carolina, South Carolina, and abroad.

2. To participate in various civic and community services and encourage members’ involvement in these activities.

3. To serve as a source of information to the public in the promotion of Philippine culture and heritage, interests and concerns.

4. To provide assistance for urgent needs in the Philippines, the United States and elsewhere.

5. To provide a forum for meaningful communication and exchange of ideas among its members.

6. To foster among its members love, loyalty, and respect for the Philippines and the United States.

ARTICLE II – MEMBERSHIP, VOTING RIGHTS AND DUES

SECTION 1 – MEMBERSHIP
Any person of good moral character interested in the affairs of the Association and who also desires to become a member and who shall meet all of the following qualifications is eligible for membership:

1. Must be a Filipino or currently married to a Filipino;
For purposes of this paragraph, a “Filipino” is any individual of Philippine ancestry or origin by birth, citizenship, or marriage; or have resided in the Philippines for a period of five or more years.

2. Must be eighteen years or older; and

3. Must reside within the boundaries as defined in Sections 2 to 6 of Article III of these By-Laws.

SECTION 2 – SPECIAL MEMBERSHIP FOR PARTICIPATION IN ACTIVITIES
To participate in various activities of the Association and those outside the Association that it supports, i.e., bowling, tennis, golf, and other activities, a special Participation Fee shall be required separate from, the regular annual membership dues. There are NO voting Rights with this type of membership

SECTION 3 – VOTING RIGHTS

Every CURRENT PAID Member, as defined in Section 4 below, shall be entitled to one vote during the annual membership meeting for the current year, provided that he or she has paid his/her membership dues on or before JUNE 30 of the current year.

SECTION 4 – DUES & MEMBERSHIP

a) – Membership shall be individual or family  and membership due shall initially be $10.00 (ten dollars) per individual(18 years and above) and $15.00(fifteen dollars) per family (husband,wife and children under 18 years old due on June 30 of the current year unless otherwise provided for in item e, below.

b) – Full Membership privileges are afforded to those who pay their dues in-full between January 1 and June 30 of the current year; and, these paid members are, by definition, “CURRENT PAID MEMBERS”.

c) – A paid membership is for the calendar year beginning on January 1 and ending December 31 of that current year.

d) – Any membership dues paid after June 30 of the current year, including those paid in December at the Association’s Christmas Party/General Membership Meeting for the following year shall not entitle the individual to any voting membership rights at that time and for the general membership meeting for such year.

e) – Membership dues and policies related thereto, such as membership drives, and discounts on fees for various events shall be set by the incoming Board of Directors no later than thirty (30) days after their installation in office and shall be communicated to the Membership Committee for immediate action and implementation. For purposes of clarity, nothing in this section shall authorize the FACC Board to change items (b), (c), or (d) above.

f) – All dues collected shall be turned over by the Membership Committee to the Treasurer for deposit to the Association’s bank account.

g) – Non-payment of dues shall render a person ineligible for any membership benefits and voting privileges.

ARTICLE III -BOUNDARIES

SECTION 1 -BOUNDARIES:

The boundaries of the Association shall include the counties of North Carolina and South Carolina as hereinafter defined and subdivided into five geographical districts of Mecklenburg district, North district, South district, East district, and West district
.
SECTION 2 -MECKLENBUG DISTRICT
Mecklenburg District includes the county of Mecklenburg in North Carolina.

SECTION 3 -NORTH DISTRICT
The North District includes the counties of Alexander, Cabarrus, Caldwell, Iredell, and Rowan of North Carolina.

SECTION 4 -WEST DISTRICT
The West District includes the counties of Burke, Catawba, Cleveland, Gaston, Lincoln,
McDowell, and Rutherford of North Carolina.

SECTION 5 -EAST DISTRICT
The East District includes the counties of Stanley, Montgomery, Anson, and Richmond of North Carolina.

SECTION 6 -SOUTH DISTRICT
The South District includes the counties of Chester, Chesterfield, Lancaster, and York of South Carolina and Union County of North Carolina.

ARTICLE IV – GOVERNMENT

SECTION 1 – BOARD OF DIRECTORS
The general management of business and affairs of the Association shall be vested in twelve (12) members of the Board of Directors who shall be elected and constituted in the manner provided under Section 1 of Article VI of these By-Laws plus the ex-officio member as provided herein. The Board Members are: (a) the seven (7) Officers as listed in Section 2 of this Article; (b) the five (5) District Representatives, each representing a geographical area as described in Article III Sections 1 through 6 of these By-Laws, and (c ) the outgoing president who shall automatically become an ex-officio member of the Board at the end of his/her term. Each Board member shall be entitled to only one vote.

SECTION 2 – OFFICERS
The officers of the Association shall consist of a President, a First Vice President, a Second Vice President, a Treasurer, an Auditor, a Public Relations Officer, and a Secretary duly elected in the manner provided under Article VI, Section 1 of these By-Laws. The duties of the officers are described in Article VII Sections 1 through 8 of these By-Laws.

SECTION 3 – SECRETARY GENERAL
The Board of Directors, jointly with the Advisory Council, shall appoint the Secretary General who shall be a long standing and respected member of the Association for a period of three years as of June 30th of the current year. The duties, terms of office, provisions for removal, replacement or resignation from office and compensation of the Secretary General are described in Sections 1 through 4 of Article IX of these By-Laws.

SECTION 4 – COMMITTEES
The First Vice President and Second Vice President shall recommend, and the Board shall appoint, the chairpersons of the following operating committees: Elections, Membership, Annual Gala, Social Events, Building, Sports, Events, Civic/Community Services, Humanitarian Projects, Cultural Affairs, Youth Group, Senior Citizens Group, and any other operating committees that the Board may deem necessary to create or address the needs of the Association. In addition to these operating committees, the Advisory Council (comprised of the past presidents of FACC), and the Fund Management Committee (comprised of the Secretary General, Incumbent President, immediate Past President and the incumbent Treasurer, shall be created based on the provision of these By-Laws. The chairpersons of all committees, except the Advisory Council, Committee on Elections and Fund Management Committee, shall be responsible for selecting the committee members. The roles of these committees are described in Sections 1 to 12 of Article X of these By-Laws.

ARTICLE V – MEETINGS

SECTION 1 – ANNUAL MEETING OF MEMBERS
The annual general meeting of members of the Association shall be held in December of each year. Notice of date, time, and place of holding the meeting shall be mailed or emailed to each member, and posted to the FACC website at least 10 days previous thereto.

SECTION 2 – SPECIAL MEETINGS OF MEMBERS
Special meetings of members may be called by the President at any time on his/her own initiative, or by the President or Secretary upon request of five members to such officer made in writing.

Members shall be notified of the meeting and its purpose by the Secretary at least ten days before the meeting and at such special meeting there shall only be considered such business as is specified in the call.

SECTION 3 – QUORUM FOR MEMBERS’ MEETINGS
At all meetings of the Association, either regular or special, ten percent (10%) of the registered voting members with three (3) officers present shall constitute a quorum.

SECTION 4 – MEETING OF THE BOARD
Meetings of the Board of Directors shall be called by the President on his/her own initiative whenever in his/her judgment it may be deemed necessary, or by the Secretary upon request of any two members of the Board of Directors. The Secretary shall notify all directors of the meeting at least (10) ten days before the meeting.

SECTION 5 – QUORUM FOR BOARD MEETING
Unless otherwise provided herein, a majority of the Board of Directors then in office shall constitute a quorum for the transaction of business except for adjournment. Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number is required by these By-Laws. Each Director shall have ONE VOTE.

SECTION 6 – ORDER OF BUSINESS
At all meetings of the Board of Directors and annual meetings of members of the Association, the order of business shall be as follows:

(a) Reading of Minutes of immediate prior meeting for information and approval.

(b) Report of Officers

(c) Report of Committees

(d) Unfinished business

(e) New business.

SECTION 7 – CONDUCT OF MEETINGS
Meetings of members or the Board of Directors shall be presided over by the President, or in his or her absence, by the First Vice President, or in his or her absence, by the Second Vice President, and in the absence of all of them, by the Chair chosen by a majority of the members present. The Secretary of the Association shall act as the Secretary of all meetings of members of the Board, provided that in his or her absence the presiding officer shall appoint another member to act as Acting Secretary of the meeting. The Minutes of the meeting shall be taken by the Secretary or Acting Secretary and shall be circulated to the members or Board, as the case may be, within (15) days of the meeting date.

ARTICLE VI – QUALIFICATIONS AND ELECTION OF DIRECTORS AND OFFICERS

SECTION 1 – ELECTION OF DIRECTORS AND OFFICERS
a) The members of the Board of Directors shall be elected at the Association’s annual general membership meeting in December, the date of which shall be determined by the current Board of Directors (“Election Date”). As soon as the Board of Directors has fixed the Election Date for the current year, it shall announce it to the current paid members. Once announced, the current Board of Directors shall not postpone or change the Election Date without due cause.

b) The candidates receiving the first seven highest number of votes for the position of seven regular Board members and the candidates for the five district representatives receiving the highest number of votes for their respective districts shall be declared elected. The outgoing president shall be an ex-officio member of the Incoming Board.

c) The following positions/offices shall be filled in either through secret ballot of the twelve (12) duly elected members of the Board of Directors, or by the general membership, as solely determined by the COMELEC: President, First Vice President, Second Vice President, Treasurer, Secretary, Auditor, and Public Relations Officer. These are collectively referred to herein as “Offices”.

(i) As part of the nomination process, the COMELEC shall determine the preferred position or office of each qualified nominee, and, at its sole discretion, include the qualified nominees’ preferences on the ballot. In case more than one qualified nominee selects a particular office/position, the qualified nominee with the most number of votes for such office shall be declared the holder of such office.
(ii) In case the COMELEC shall determine that none of the Offices shall be included on the ballot, the newly elected members of the Board shall elect its officers at its first official meeting no later than the second week in January following the election. The Officers shall be elected by secret ballot of the twelve (12) members from among the members receiving the seven highest number of votes in the election.

SECTION 2 – QUALIFICATIONS
Any registered, resident member may be nominated and elected for office provided he/she meets the following qualifications:

a. A minimum of one year paid membership prior to nomination in accordance with Article 2, Section 7 of these By-Laws, i..e must be a current paid member;

b. Active participation in the activities of the Association for at least one year prior to nomination, i.e., present and helpful at events, volunteering in committee work, etc.;

c. Must be committed to pursuing the objectives and purposes of the Association provided in Article 1, Section 3 of these By-Laws.

SECTION 3 – NOMINATIONS AND REGULAR ELECTIONS

The COMELEC shall notify in writing all current paid members concerning the qualifications of candidates, the responsibilities of the various offices, the rules for submission of nominations, and any procedure regarding absentee voting no later than 90 days prior to Election Date.

Nominations must be received by the COMELEC no later than 30 days prior to the Election Date. Nominations received after this deadline shall not be accepted and are not eligible for election. Upon the close of the nomination period and within three (3) days therefrom, the COMELEC shall proceed to validate the qualifications of the nominees and obtain the written acceptance of each nominee. Each nominee shall have the discretion to notify the COMELEC in writing of their preferred position.

In case there is not a sufficient number of nominees to fill in the Board of Directors, for any reason whatsoever, the rule in special elections shall apply.

The COMELEC will publish the list of all nominees no later than 15 days before Election Date.

The COMELEC shall be the final arbiter of any and all issues related to nominations and elections including but not limited to making any recommendations such as nullifying the election and applying Article VI, Section 4. The COMELEC shall strictly abide by the provisions of the By-Laws in exercising its responsibilities to resolve such issues.

At the annual General Membership Meeting, all qualified nominees shall be presented for election.

The COMELEC shall declare the newly elected members of the Board of Directors upon completion of the counting and tabulation of the ballots and completion of the election process as provided in these By-Laws.

SECTION 4 – SPECIAL ELECTION PROCESSES

The Special Election Process shall be implemented by the COMELEC if any of the following occurs:

a) Less than seven (7) nominees have accepted and duly qualified by the 15th day prior to the original date of the general membership meeting; or

b) On election day, any qualified nominee has withdrawn his/her nomination or has become incapacitated to act for any reason whatsoever, thus reducing the number of qualified nominees to less than seven (7).

If the COMELEC determines that there is a ground to conduct a special election process, it shall immediately convene for purposes of approving and declaring that the special election process shall be implemented in lieu of the regular election process. The COMELEC shall be the sole judge of whether a special election process is necessary.

The Special Election Process shall entail the following:

a) On or before the election day, but no earlier than 15 days prior to Election Date, the COMELEC shall solicit such number of qualified nominees as is needed to complete the required number of Board members, in the following order of priority:

(i) From the current members of the Board of Directors who is/are willing to serve for another term;
(ii) From the current paid members present at the annual general membership meeting. For purposes of this paragraph, “a qualified nominee” is any current paid member that meets the qualifications in Section 2, Article VI above and who has accepted the COMELEC’s solicitation.
(iii) From the members of the Advisory Council.

b) As soon as the COMELEC has obtained the required number of qualified nominees needed to fill in the Board of Directors, the members present and eligible to vote shall vote on them.

c) In case the COMELEC is unable to obtain the required number of qualified nominees, it shall confer with the Advisory Council and, with the concurrence of the majority of the Advisory Council who are present, appoint at least (5) members of the Advisory Council to administer the operations of the Association for the incoming year and act as the Board of Directors.

d) If the COMELEC and the Advisory Council are unable to reach any agreement as provided in item ( c) above, the COMELEC shall declare a shutdown of the Association’s operation effective December 31 of the current year, and call an emergency meeting with the Advisory Council to decide the future of the Association, including but not limited to the dissolution of the Association.

e) In case of dissolution, any and all legal formalities and other requirements shall be complied with, including but not limited to the filing of the notice of dissolution with the appropriate government agency.

SECTION 5 – TERM OF OFFICE
The officers and directors elected and the ex-officio director, including the Board constituted from the Advisory Council in accordance with the special election process, shall hold office until their successors are elected and installed, or upon declaration of a failure of election as provided in these By-Laws.

SECTION 6 – REMOVAL
An officer or director may be removed from office in a special meeting called for that purpose by a vote of majority of registered voting members in attendance. Absence from a meeting for three (3) consecutive times without reasonable cause is grounds for removal of an officer or director.

SECTION 7 – RESIGNATION
Any office or director may resign from office at any time by giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect upon receipt of such notice by the Board, the President, the Secretary or at any later time specified in the notice.

SECTION 8 – VACANCY
A vacancy occurring in any office shall be filled for the unexpired term by a qualified member appointed by the Board.

ARTICLE VII – DUTIES AND POWERS OF THE BOARD OF DIRECTORS

SECTION 1 – MANAGEMENT OF ASSOCIATION AND STANDARD OF CONDUCT

Subject to the limitations provided by laws and these By-Laws, the Board of Directors shall have general charge and management of the affairs, funds, and property of the Association. The Board shall have full power, and it shall be the Board’s duty, to carry out the purposes of the Association according to its Articles of Incorporation and By-Laws.

A director shall discharge the duties of his office, including duties as a member of any committee of the Board upon which the director may serve, with care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interest of the organization.

SECTION 2 – REGULAR POWERS

The Board shall approve the following by majority vote in a validly constituted meeting provided there is a quorum:
a) To conduct the routine activities of the Organization such as the annual spring and summer picnic, gala, and Christmas party;

b) To declare the office of a director or officer vacant after removal in the manner provided under Section 5 of Article VI of these By-Laws;

c) To appoint the Chairman of the Committee on Elections;

d) To appoint a Secretary General or declare the office vacant after removal in the manner provided under Section 3 of Article IX of these By-Laws;

e) Unless a greater number is required by the By-Laws, to approve and control the financial budget of the Association for the fiscal year and for any and all events that the Association may undertake;

f) To authorize officers, directors and committee chairpersons to act on behalf of the Association in the conduct of its affairs and other business as are in the furtherance of the exempt purposes of the organizations set forth in Section 501 (c) of the Internal Revenue Code of 1954;

g) To authorize all fund raising activities of the Association and the recipients of the proceeds thereof;

h) To authorize any and all payments pursuant to an approved budget;

i) To donate to any charity or non-profit organization of its own choice by the end of its term; and

j) To fix the amount of annual dues and assessments in accordance with Article II, Section 4 of these By-Laws.

SECTION 3 – SPECIAL POWERS

The Board of Directors shall approve the following by 2/3 vote of all directors present, in a validly constituted meeting provided there is a quorum:

a) To approve any budget exceeding $500.00;

b) To make revisions to any previously approved budget when such revision shall exceed $500.00; and

With the concurrence of the majority of the Advisory Council, the Board of Directors shall only lend money out of the Building Fund, in no case to exceed $1,500 (whether aggregated or not), upon unanimous vote of the Board of Directors in a validly constituted meeting provided there is a quorum and provided that said loan shall be guaranteed jointly by the President and at least three (3) members of the Board, and said loan shall be re-paid before any disbursement to charity and prior to end of the term of the borrowing Board which is December 31.

SECTION 4 – RECORD KEEPING AND MINUTES OF MEETINGS
The Board of Directors shall keep a complete record of all its acts and affairs, including but not limited to the minutes of any regular or special meeting held. The Secretary shall be responsible for preparing and keeping the minutes of such meetings. Such records, including the Articles of Incorporation and its By-Laws shall at all times during reasonable hours, be subject to inspection by any member at the principal office of the Association where copies may be obtained. Any cost of printing or reproducing the same shall be borne by the requesting member. Such records may be presented at the annual or special meeting when requested by at least ¼ of the registered voting members present in such meetings.

The current Secretary, Treasurer, and Secretary General shall be responsible for keeping the Association’s current and prior years’ records.

ARTICLE VIII – DUTIES OF OFFICERS

SECTION 1 – PRESIDENT
The President shall preside at the annual and special meetings of the members of the Association and at all meetings of the Board of Directors; serve as chairperson of the Executive Committee; sign, by authority of the Board of Directors contracts, leases, deeds, and other related documents on behalf of the Association, sign all checks in the absence of the Treasurer, and oversee the activities of all committees. The President shall also ensure that the Association’s audited financial statements for the preceeding fiscal year are duly issued on or before 28 February.

SECTION 2 – FIRST VICE PRESIDENT
The First Vice President shall preside and assume the duties of the President in the latter’s absence, inability or refusal to act, and exercise and discharge all duties as may be required of him by the Board of Directors; serve as a member of the Executive Committee; and appoint the chairperson and members of the social events, Annual Gala, sports events, civic/community services and youth group committees, and, supervise and coordinate their activities.

SECTION 3 – SECOND VICE PRESIDENT
The Second Vice President shall preside and assume the duties of the President in the absence of, or inability or refusal to act by the President or First Vice President; exercise and discharge all duties as may be required of him by the Board of Directors; serve as a member of the Executive Committee; and appoint the chairperson and members of the Membership, Cultural Affairs, Humanitarian projects and Senior citizens Committees, and supervise and coordinate their activities.

SECTION 4 – SECRETARY
The Secretary shall keep the Minutes of all meetings and proceedings of the Board of Directors and of the members; keep the corporate seal of the Association and affix it on all documents requiring said seal; mail out or send notices of meetings to the Board and the Association; keep appropriate current records of the names and addresses of members; and exercise and discharge all other duties as may be required of him/her by the Board of Directors.

SECTION 5 – TREASURER
The Treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by the resolution of the Board of Directors, sign all checks and withdrawal slips on behalf of the Association; keep proper books of accounts; cause an annual audit of the Association’s books to be made by the Auditor or by a public accountant as may be required by law at the completion of the fiscal year; prepare periodic financial reports to be presented at the Board of Directors meetings or as may be required by the Board or President; shall prepare an annual budget of income and expenditures; collect and receive all fees, dues, and charges paid by members and shall perform such duties as may be required of him/her by the Board of Directors. The Treasurer shall be a member of the Fund Management Committee.

SECTION 6 – AUDITOR
The Auditor shall, from time to time, examine the Association’s books to insure proper accounting and recording of all financial transactions of the Association during the selected period; assist the public accountant that may be required to audit the records of the Association at the completion of the fiscal year to insure that the Association’s financial reports are presented fairly and in accordance with the generally accepted accounting principles for a non-profit organization.

SECTION 7 – PUBLIC RELATIONS OFFICER (PRO)
The Public Relations Officer shall prepare publications, correspondences and announcements for distribution to members and the general public. He/she shall also establish contacts with various government agencies, media, business establishments, and private institutions upon authority of the Board of Directors for the purpose of promoting any and all activities and projects of the Association.

SECTION 8 – DISTRICT REPRESENTATIVES
The District Representatives shall have the following duties:

a. To communicate and coordinate activities of the Association to his/her constituents

b. To provide important information to his/her constituents concerning the Association and communicate the members’ concerns to the Board

c. To assist the Membership Committee in the membership drives and collection of dues

d. To perform such other assignments as the Board of Directors may request.

ARTICLE IX – SECRETARY GENERAL

SECTION 1 – DUTIES
The Secretary General shall perform the following duties:

a. To maintain and keep all official and permanent records of the Association including the original Articles of Incorporation, By-Laws and its subsequent amendments, Certificates of Registration and other related documents as a tax-exempt organization, the official list of Board of Directors and Officers, annual financial reports, minutes of the Board and general membership meetings, and any other documents that support the legal existence of the corporation.

b. To maintain and keep all historical records of the Association including copies of newsletters, membership rosters, souvenir programs for various events, official photographs, video and audio recordings of various events, official correspondences with various governmental or private agencies and any other documents that would provide historical information related to the Association.

c. To act as a Custodian of all properties of the Association including decorative materials, props, lighting equipment, sound and video equipment, costumes, picture frames, and any other item of value that the Association members shall use.

d. The Secretary-General shall be responsible for keeping track of the whereabouts of these property items and the persons responsible for its safekeepper on a timely basis – including annual income tax returns and all other reports related to the . Association’s tax-exempt status

e. To insure that all annual financial reports are completed by the current Treasurer on a timely basis, reviewed and approved by the Board and copies distributed to the members.

f. To act as the liaison between the outgoing Board and the incoming Board to insure a smooth transition and turnover of responsibilities.

g. To participate in all Board meetings as a non-voting participant and, from time-to-time, report to the Board the status of various reports and activities involving his or her office.

h. To provide documents, reports and information related to the Association to Directors, officers, committee members and general members when requested.

i. Together with the current President and Public Relations Officer, to act as the point of contact for the Association with various agencies including International House, Carolinas Asian Chamber of Commerce, Mayor’s International Cabinet, Homeless Shelter, University of North Carolina at Charlotte, Central Piedmont Community College, etc..

j. Together with the incumbent President, the immediate past President and the Treasurer, the Secretary-General shall be a member of the Fund Management Committee. He will perform the role of chairperson of this committee. At the end of each year, he/she shall submit to the Board an inventory list of all property items.

SECTION 2 – TERMS OF OFFICE
The Board of Directors and the Advisory Council shall jointly appoint the Secretary- General for a period of three (3) years. His or her term of office will expire on June 30 th following his third year of office. The incumbent Secretary-General may be re-appointed for another term of office.

SECTION 3 – RESIGNATION, REMOVAL AND REPLACEMENT
The Secretary-General may resign upon giving a month written notice to the Board of Directors who will then seek an immediate replacement. The Board of Directors, jointly, with the Advisory Council may also replace the incumbent Secretary-General for due cause in case of incompetence, conflict of interest or acts detrimental to the purpose of the Association.

SECTION 4 – ALTERNATE SECRETARY-GENERAL
The Secretary-General may, at his or her discretion, appoint an alternate Secretary-General to assist him or her in the performance of his or her responsibilities.

SECTION 5 – COMPENSATION
The Secretary-General shall be exempt from paying membership dues and shall be entitled to all the benefits accorded to a paid resident member. He or she shall also be exempt from paying entrance or admission fees to all of the Association’s events during his or her incumbency.

ARTICLE X – COMMITTEES

SECTION 1 – EXECUTIVE COMMITTEE
The Executive Committee shall be comprised of the President, who shall act as committee chairman, the First Vice President and the Second Vice President. This committee shall oversee the business, commitments, and overall performance of all operating committees.

SECTION 2 – ADVISORY COUNCIL
The Advisory Council is hereby constituted as the steward of the Association’s purposes and the common good of the members. It shall consist of the past Presidents of the Association, except the outgoing president who will be an ex-officio member of the incoming Board. In the performance of its stewardship functions, the Council shall have the following duties and responsibilities:

1) It shall respond to requests of the Board, or general membership, to advise on matters related to the Association’s government or activities including the review of certain decisions of the Board, or activities conducted by its committees or members that may be in conflict with provisions of the Association’s Article II of Incorporation and By-Laws.

2) Without interfering to the day-to-day activities of the Board of Directors and Officers, it shall provide oversight, support and any form of assistance that it deems necessary in the management of the affairs of the Association.

3) It shall receive periodic reports from the Board of Directors or management including but not limited to financial reports and supporting documents to ensure the financial and long-term viability of the Association, and if needed, to request from the Board of Directors or any appropriate officer any such information or report it deems necessary for the common good of the members.

4) The Advisory Council shall recommend, and jointly with the Board of Directors, appoint the Secretary-General.

SECTION 3 – COMMITTEE ON ELECTION (also known as COMELEC)

The Board of Directors shall appoint a COMELEC Chairperson at least 6 months prior to the General Membership Meeting (or Election time) but no later than June 15. If the BOD fails to act, the previous COMELEC shall hold over and continue to perform the functions of the COMELEC. The Chairperson shall also select a minimum of two other members with the option to increase such number as the need arises for required COMELEC Members. There shall always be an odd number of COMELEC members. The members of the COMELEC shall not be a current director and shall not be qualified to run for any office while serving the COMELEC.

The COMELEC’S responsibility is to administer the nomination and election process for the Association in accordance with the guidelines as defined in the By-Laws. Its duties commences with the solicitation of nominees for all positions of the Board of Directors from the general membership and continues until all the newly elected members of the Board of Directors have been officially installed. If the circumstances shall call for it, the COMELEC shall also implement the process related to special elections as provided in these By-Laws.

In particular, the COMELEC shall have the following powers, duties and responsibilities:

1) To obtain from the Board of Directors after June 30 but no later than July 15 of the current year the current and updated Membership List for purposes of facilitating its due diligence process related to the nominations;

2) To solicit from the general membership nominees for all positions of the Board of Directors;

3) To screen and approve the qualifications of nominees and ensure they meet the qualifications set forth in the By-Laws, and that the nominees have accepted their nomination in writing;

4) To announce the qualified and official candidates to the general membership, and if so warranted, such announcement shall include basic personal information and preferred official position by each nominee;

5) To conduct and facilitate the election process, including but not limited to the: (i) preparation, distribution and accounting of official ballots, (ii) counting and tallying/tabulation of ballots, (iii) announcement of results and declaration of winners, and (iv) formal induction of newly elected members of the Board of Directors;

6) To continue to perform their functions in accordance with the provisions of these By-Laws;

If a vacancy or vacancies still exist the COMELEC will continue to serve until those are filled and installed.

SECTION 4 – MEMBERSHIP COMMITTEE
The Membership Committee shall be responsible for developing, updating, and maintaining the membership roster or directory. This Committee shall also be responsible for recruiting and screening prospective members, collecting membership dues and turning over the collections to the Treasurer for deposit.

SECTION 5 – SOCIAL EVENTS COMMITTEE
The Social events committee shall be responsible for planning, organizing and administering all social functions for the Association.

SECTION 6 – SPORTS EVENTS COMMITTEE
The Sports Events Committee shall be responsible for planning, organizing, and administering all sports functions of the Association, and shall be charged with developing the necessary ground rules, establishing teams, schedules, colors, fees, and other related activities for all sports events and competitions.

SECTION 7 – HUMANITARIAN PROJECTS COMMITTEE
The Humanitarian Projects Committee shall be responsible for coordinating various fund raising activities and the distribution of such funds to various charity organizations and deserving recipients in the United States, the Philippines, and around the world, including scholarship grants, disaster relief aids, cultural groups, educational institutions, libraries, relief shelters, and medical and humanitarian missions.

SECTION 8 – FUND MANAGEMENT COMMITTEE
The Fund Management Committee shall be comprised of the incumbent President, the immediate Past President, incumbent Treasurer and the Secretary-General who will act as chairperson of the committee. This Committee shall be responsible for managing the funds allocated by the Board of Directors for designated purposes such as the Building Fund. This fund shall be maintained in a bank checking or investment account separate from the Association’s operating account. Disbursements from such fund shall only be made with the authority of the Board of Directors through a Board Resolution. The Committee Chairperson and the Treasurer shall be designated account signatories to this account.

SECTION 9 – CIVIC/COMMUNITY AFFAIRS COMMITTEE
The Civic/Community Affairs Committee shall be responsible for planning, organizing, and administering the Association’s involvement in community affairs including, but not limited to, volunteer community services and promoting the trade relationship between the United States and the Philippines’ business communities.

SECTION 10 – CULTURAL AFFAIRS COMMITTEE
The Cultural Affairs Committee shall plan and implement programs designed to educate members and other communities on Philippine culture and history. These may include but not limited to: performing arts, workshops and classes on Filipino culture and language, participation in community cultural events, arts and essay contests, donation of Filipino-oriented books and media to libraries, and other similar events.

SECTION 11 – YOUTH GROUP COMMITTEE
The Youth Group Committee shall be responsible for planning, organizing, and administering various activities of the younger members of the Association and children of members of the Association. These activities include, but not limited to, sports, social, fund raising, community service, and cultural affairs. Such activities shall be coordinated with the other operating committees and the Board of Directors.

SECTION 12 – SENIOR CITIZENS GROUP COMMITTEE
The Senior Citizens Group Committee shall be responsible for handling the activities and addressing the concerns of the Association’s senior citizens.

SECTION 13 – BUILDING COMMITTEE AND BUILDING FUND
The Building Committee shall be responsible for conducting various research and studies to determine the Association’s need for a community center and develop plans for the acquisition, construction, or leasing of a building structure.

The Building Fund is hereby constituted as the seed financing for long-term goals of the Association. As such, the Board of Directors shall be responsible in keeping the same intact and deposited in an interest-bearing account in the name of the Association. The Board of Directors is hereby required to add a minimum of 3% of the gross cash collection from January 1 to December 31 to the Building Fund.

SECTION 14 – OTHER COMMITTEES
Other committees may be installed as required by the Board of Directors; and, shall operate only within the time frame that they were installed for.

SECTION 15 – TERM OF OFFICE
The chairman and members of the committees defined in Sections 3 through 13 of this Article shall serve concurrently with the incumbent Board of Directors.

ARTICLE XI – COMPENSATION OF DIRECTORS, OFFICERS, AND COMMITTEE MEMBERS
No director, officer, committee chairpersons or committee members shall receive any type of compensation for any services rendered to the Association; however, any officer, director, committee chairperson or committee member may be reimbursed for actual expenses incurred in the performance of his/her duties. At the discretion of the Board, selected committee chairpersons and committee members who are responsible for coordinating various events and activities, including fund-raising drives, may be exempt from payment of entrance or admission fees to their events.

The President, or his or her designated member of the Board may be reimbursed for the cost of admission or entrance fee to various events held by other Filipino-American organizations in North Carolina and South Carolina.

ARTICLE XII – BY-LAWS AND AMENDMENTS
These By-Laws may be altered, amended or replaced by a resolution of the incumbent Board of Directors by unanimous vote, and with the concurrence of the Advisory Council at a regular or special meeting of the Board of Directors called for that purpose. These By-Laws and its amendments may contain provisions not inconsistent with law or the Articles of Incorporation for the regulation and management of the affairs of the Association including any provisions for penalties for violation of its rules. In case of conflict between these By-Laws and the Articles of Incorporation, the latter shall prevail.

ARTICLE XIII – DISSOLUTION
The Association may be dissolved in a special meeting called for that purpose by a vote of no less than three-fourths (3/4) of the registered voting members in attendance. Upon dissolution of the Association, no member shall be entitled to any distribution or division of its remaining property or its proceeds; and the balance of all money and other property received by the Association from any source, after payment of all debts and obligation from any source, shall be used and distributed exclusively for he purposes within the intendment of Section 501 (c) of the Internal Revenue Code as the name now exists or as it may be amended from time to time.

ARTICLE XIV – MISCELLANEOUS
SECTION 1 – FISCAL YEAR
The fiscal year of the Association shall begin on the first day of January and end on the last day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

SECTION 2 – SANCTIONS
The Board of Directors shall have the power to impose sanctions against any other corporations, associations, groups, or individuals whenever in their sole discretion they shall determine such action to be in the best interest of the Association.