AWESNA Constitution and By-laws

https://docs.google.com/document/d/1AnWb9-4Pu3_QRdT1eqY8mxNL1d5L607guGAPmHLMn-M/edit
https://www.facebook.com/groups/288183427934682/permalink/675038335915854/

ADVENTIST UNIVERSITY OF THE PHILIPPINES

ALUMNI OF WESTERN NORTH AMERICA

CONSTITUTION

ARTICLE I

Name, Purpose, Composition

Section 1.1 Name

This Association shall be known as Adventist University of the Philippines Alumni of Western North America, or by its acronym, AWESNA.

Section 1.2 Purpose

The Association shall promote the advancement of and loyalty to the Adventist University of the Philippines, represent interests of its

Members and encourage service to the community.

Section 1.3 Composition

The Association shall be composed of its various Chapters in Western North America organized in accordance with this Constitution and recognized by the Association.

ARTICLE II

Officers, Committees, Commission, Board of Officers

Section 2.1 Officers

The elective officers of the Association shall be a president, a vice-president,

a secretary, treasurer, an auditor, and a public relations officer.

Section 2.2 Past Presidents

The term Past Presidents shall refer to all the former presidents of the Association.

Section 2.3 Standing Committees

There shall be the following standing committees:

2.3.1 Community Affairs

2.3.2 Convention

2.3.3 Finance and Projects

2.3.4 History and Archives

2.3.5 Honors and Awards

2.3.6 Membership

Section 2.4 Composition of Standing Committees

Each Standing Committee shall be composed of a chair and three members appointed by the association president and confirmed by a majority of the Board of Officers.

Section 2.5 Commission on Election

There shall be a Commission on Election which shall be composed of representatives appointed by each Chapter. The Board of Officers shall appoint the Chair.

Section 2.6 Parliamentarian

The President shall appoint a Parliamentarian.

Section 2.7 Board of Officers

There shall be a Board of Officers composed of the elected officers of the Association, the chapter presidents, and the chairs of the standing committees.

Section 2.8 Determining Quorum and Voting Power

Only elected officials, the immediate past president, chapter presidents, chairs of committees shall be counted in the quorum, and vote during any board meeting.

ARTICLE III

Nomination, Qualification, Election, Term,

Removal of Officers

Section 3.1 General Election

The officers shall be elected in a general election every three years

in the following manner:

3.1.1 A candidate who receives the most number of votes wins.

3.1.2 When there is only one (1) candidate for an office, a “yes” or “no” vote shall be taken. A majority “yes” vote shall elect the candidate.

Section 3.2 Nomination of Candidates

A qualified member may file for candidacy, or nominate any qualified member for any elected office.

Section 3.3 Qualification of Candidates

Any member who has been a Chapter member, pursuant to Section 6.3.1of the Constitution for the last two (2) years qualify for any elective office in the Association.

Section 3.4 Term of Office

The Association officers, members of the standing Committees, Commission on Election and Commission on Constitution shall serve for a term of three (3) years commencing on October 1 and ending on September 30 or until their successors are elected or appointed. No elective officer shall serve more than two (2) consecutive terms in the same office and no person shall hold more than one (1) elective office.

Section 3.5 Resignation or Removal of Officers

Association officers and members of the standing committees and Commission on Election and Commission on Constitution may resign from office for any reason or maybe removed from office by a two-thirds (2/3) vote of the Board for any of the following causes:

3.5.1 Conviction of a crime.

3.5.2 Diagnosis of mental or physical incapacity.

3.5.3 Three (3) unexcused absences from all meetings in a year.

3.5.4 Breach of duty or the Constitution.

Section 3.6 Filling of Vacancies

3.6.1. The Board shall declare an elective office vacant pursuant to the

provision of Section 3.5 of the Constitution.

3.6.2. By a majority vote, the Board of Officers shall fill in any elective

office vacancy, at the next Board meeting following the vacancy.

ARTICLE IV

Duties of Officers, Board ,Committees, Commissions

Section 4.1 Duties of Officers

4.1.1 The President shall be the Chair and the Chief Administrative Officer of the Board and the Association and shall manage the activities and preside at all meetings thereof.

4.1.2 The President shall represent the interests of the Board or the Association when required. However, no action taken therein shall be valid unless approved by the Board.

4.1.3 The President shall affix his/her signature when required on any and all official documents or transactions entered into by the Board or the Association.

4.1.4 The President shall present his/her report regarding the activities and the state of the Association at its annual convention.

4.1.5 The President may, at anytime, call a special meeting of the Board or the Association, or order a special meeting of a Committee or a Chapter, upon certification of an urgent or emergent circumstance.

4.1.6 The President may appoint a person or group of persons to advise or assist him/her provided that such appointment does not encroach upon the duties of other officers.

4.1.7 The President may attend meetings of any Committee or Chapter

but he/she can not vote.

4.1.8 The President may exercise all other powers and functions necessary to administer or manage the affairs of the Association in a timely and orderly manner with the approval of the Board.

Section 4.2 Duties of Past Presidents

Past presidents may participate in Board of Officers’ meetings. Only the immediate past president may make motions or vote.

Section 4.3 Duties of the Vice President

4.3.1 The Vice President shall succeed the President in the event the office of the

President is declared vacant and shall serve the remainder of the President's term.

4.3.2 The Vice President shall preside in meetings in the event the President is unable to do so. Nothing in this section shall vest upon the Vice President any other power or duty except as specified.

Section 4.4 Duties of the Secretary

4.4.1 The Secretary shall create and maintain all official records and minutes of the Board and the Association and shall provide copies thereof to any member upon request.

4.4.2 The Secretary shall publish and distribute notices of all meetings of the Board and the Association.

4.4.3 The Secretary shall perform all other secretarial duties and functions to accomplish a full and complete recording and reporting process.

Section 4.5 Duties of the Treasurer

4.5.1 The Treasurer shall be the chief financial officer and the primary signatory of all checks made in behalf of the Association.

4.5.2 The Treasurer shall create and maintain a permanent record of all receipts, disbursements, and assets of the Association.

4.5.3 The Treasurer shall submit a report of the Association's financial operations quarterly, and the financial statements, including all pertinent schedules, annually, covering a12-month period ending on the month prior to that on which the convention is held.

4.5.4 The Treasurer shall perform all other financial and treasury related duties and functions to accomplish a full and complete recording and reporting process.

4.5.5. The Treasurer shall provide the Association through the Association

Vice President an up-to-date list of Endowment Fund donors.

Section 4.6 Duties of the Auditor

4.6.1 The Auditor shall examine the financial records of the Association quarterly and audits the annual financial statements prepared by the Treasurer and shall submit a report of such examination and audit.

4.6.2 The Auditor, upon the direction of the Board, shall conduct special audits of the financial records of the Association or the Chapters, provided that a 30-day notice of the scope and the purpose of such audits are given.

4.6.3 The Auditor shall perform all other auditing duties and functions to accomplish a full examination of the Association's or Chapters’ financial operations.

Section 4.7 Duties of the Public Relations Officer

4.7.1 The Public Relations Officer shall be the official spokesperson of

the Association and the authorized officer for media representation.

4.7.2 The PRO shall be the editor-in-chief of the Link- AWESNA,

and administrator of AWESNA Facebook.

Section 4.8 Duties of All Officers

Association officers shall turnover all funds, securities, records, and assets

of the Association in their possession to the Vice President or, in

his/her absence, to the Secretary, within thirty (30) days of the expiration

of their term or their resignation or removal from office.

Section 4.9 Duties of the Board of Officers

4.9.1 The Board shall be the policy-making body of the Association and may exercise such authority subject to the provision of this Constitution.

4.9.2 The Board shall oversee the Chapters and may grant or withdraw

recognition thereof.

4.9.3 The Board may direct the Association to engage in any lawful and appropriate activity to accomplish the purpose of the Association and its Chapters.

Section 4.10 Duties of the Community Affairs Committee

The Community Affairs Committee shall build interest and create opportunities

to enhance health and educational programs.

Section 4.11 Duties of the Convention Committee

The Convention Committee shall perform all functions related to the

preparation and the management of the delegates' sessions and

annual conventions.

Section 4.12 Duties of the Finance and Projects Committee

The Finance and Projects Committee shall prepare the necessary

budget, financial plans, and oversee the implementation of all approved projects of the Association.

Section 4.13 Duties of the History and Archives Committee

The History and Archives Committee shall create, collect and maintain

historical and biographical records and other archival items of interest

to the Association.

Section 4.14 Duties of the Honors and Awards Committee

The Honors and Awards Committee shall recommend nominees for honors

and awards.

Section 4.15 Duties of the Membership Committee

The Membership Committee shall maintain an up-to-date membership roster

of all paid members, including home and e-mail addresses and

telephone numbers, degree and year of graduation, date of attendance,

chapter affiliation including home and e-mail addresses.

Section 4.17 Duties of the Commission on Election

The Commission on Election shall verify the candidates’ qualifications,

conduct the elections, count the votes, certify the election results of the

election within thirty (30) days of the election, resolve questions pertaining

to election results, and perform all other election related duties and functions.

Section 4.18 Duties of the Parliamentarian

The Parliamentarian shall assist the president in the orderly conduct of

the association’s meetings, and to make sure that everyone is treated equally

and fairly. He shall assist the Association in the drafting and interpretation

of its Constitution and Bylaws.

ARTICLE V

Delegates

Section 5.1 Selections

The delegates shall be the elected officers of the association, the elected officers of the chapters, chairs of committees, and immediate past president. A chapter may have an additional delegate for every fifteen paid members, and may appoint a substitute if an elected officer is unable to attend a meeting.

Section 5.2 Authority

The delegates, meeting in regular or special sessions, shall have authority to act on any matter. Such action shall supersede any other action to the contrary.

ARTICLE VI

Alumni Chapters

Section 6.1 Purpose of Chapters

The Alumni of Western North America Chapters shall be the basic

functional structures of the Association.

Section 6.2 Organization of Chapters

Any member may organize a chapter (provided it has fifteen

(15) qualified members and obtain recognition from the Board of Officers.

Section 6.3 Qualifications of Chapter Members

The following who have paid their dues are members:

6.3.1 Alumni, their spouses, children of majority age and parents. The term alumni shall include persons who have attended AUP (PUC) for at least a year.

6.3.2 Former faculty and staff members of AUP (PUC) for at least one year.

6.3.3 Friends and supporters who have made substantial contributions to AUP (PUC).

6.3.4 October 1 through September 30 (fiscal year) shall be the

membership period in the chapters and Association. The association shall use the fiscal year October 1-September 30 for all purposes.

Section 6.4 Election of Chapter Officers

Chapter officers shall be elected in a general election every

three (3) years. The manner of election shall be at the discretion of the

Chapters and shall be supervised by the Commission on Election.

Section 6.5 Chapter Officers

The Chapters shall elect, at least, a president, a vice-president, a secretary,

a treasurer, an auditor, and a public relations officer.

Section 6.6 Qualifications of Chapter Officers

Any qualified member can be a chapter officer.

Section 6.7 Term of Chapter Office

The Chapter officers shall serve a term of three (3) years commencing

on October 1 and ending on September 30 or until their successors are elected.

No officer shall serve more than two (2) consecutive terms in the same office.

Section 6.8 Composition and Duties of the Executive Committee

6.8.1 The Executive Committee shall be composed of the officers of the Chapter.

6.8.2 The Executive Committee may direct the Chapter to engage in any lawful and appropriate activity to accomplish the purpose of the Chapter.

Section 6.9 Resignations or Removal of Chapter Officers

Chapter officers may resign from office for any reason or may be removed

from office for breach of duty or the Constitution as may be determined by

the Executive Committee.

Section 6.10 Filling of Vacancies

The Executive Committee shall have the authority to fill vacancies.

Section 6.11 Duties of Chapter President

6.11.1 The President shall be the Chair and the Chief Administrative Officer of the Executive Committee and the Chapter and shall manage the activities and preside in all meetings thereof.

6.11.2 The President may, at any time, call a special meeting of the Executive Committee or the Chapter. Notice and the purpose of such meeting shall be given at least five (5) days in advance.

6.11.3 The President shall affix his/her signature when required on any and all official documents or transactions entered into by the Chapter.

6.11.4 The President may appoint a person or a group of persons to advise or assist him/her provided that such appointment does not encroach upon the duties of the other officers.

6.11.5 The President shall present a report of the activities of the Chapter at the regular meeting of the Association.

6.11.6 The President may exercise all other powers and functions necessary to administer or manage the affairs of the Chapter in a timely and orderly manner with the approval of the Executive Committee.

Section 6.12 Duties of the Chapter Vice President

6.12.1 The Vice President shall succeed the President in the event the office of the President is declared vacant and shall serve the remainder of the President's term.

6.12.2 The Vice President shall preside in meetings in the event the President is unable to do so. Nothing in this section shall vest upon the Vice President any other power or duty except as specified.

Section 6.13 Duties of the Chapter Secretary

6.13.1 The Secretary shall create and maintain all official records and minutes of

the Executive Committee and the Chapter and shall provide copies thereof to the members upon request.

6.13.2 The Secretary shall maintain an updated membership roster including the addresses and telephone numbers, type and date of membership, degree and date of graduation or years of attendance, and other pertinent data.

Section 6.14 Duties of the Chapter Treasurer

6.14.1 The Treasurer shall be the chief financial officer and the primary signatory of all checks made in behalf of the Chapter.

6.14.2 The Treasurer shall create and maintain a permanent record of all receipts, disbursements, and assets of the Chapter and shall submit a report of the Chapter's financial operations quarterly.

6.14.3 The Treasurer shall perform all other financial and treasury related duties and functions to accomplish a full and complete recording and reporting process.

6.14.4 The treasurer shall provide the Membership Committee with an

up-to-date list of all paid members and date of membership payments.

Section 6.15 Duties of the Chapter Auditor

6.15.1 The Auditor shall examine the financial records of the Chapter and shall submit a report of such examination quarterly.

6.15.2 The Auditor, upon the direction of the Executive Committee, shall conduct a special audit of the Chapter's financial records, provided that a thirty(30)-day notice and the scope and the purpose of such audits is given.

6.15.3 The Auditor may perform all other auditing duties to accomplish a full examination of the Chapter's financial operations.

Section 6.16 Duties of the Chapter Public Relations Officer

6.16.1 The Public Relations Officer shall be the official spokesperson

of the Chapter and the authorized officer for media representation.

Section 6.17 Duties of All Chapter Officers

Chapter officers shall turn over all funds, securities, records and assets

of the Chapter in their possession to the Vice President or, in his/her absence,

to the Secretary, within thirty (30) days of the expiration of their term

or their resignation or removal.

ARTICLE VII

Amendments

Section 7.1 Constitution

7.1.1 By a majority vote, the Board of Officers in session may propose any amendment to the Constitution.

7.1.2 The proposed amendment/s shall be published in the AWESNA

Facebook for at least 30 days prior to consideration in the

delegates’ session.

7.1.3 The amendment/s shall take effect when ratified by two-thirds

(2/3) of the delegates present.

Adventist University of the Philippines

Alumni of Western North America

BY-LAWS

ARTICLE 1

Meetings

Section 1.1 Association Meetings

1.1.1 The Association shall meet annually and notice of such meeting shall be given through the Chapters at least sixty (60) days in advance.

1.1.2 Special meetings of the Association may, at any time, be called by the President, or by the same at the request of the majority of the Board members. Notice and the purpose of such meetings shall be given at least thirty (30) days in advance.

1.1.3 A quorum shall consist of one-third (1/3) of the official delegates submitted by the chapters no less than ten (10) business days before the meeting.

1.1.4 A Chapter which does not have the required number of paid members shall not be counted in the quorum.

Section 1.2 Board of Officers Meetings

1.2.1 The Board of Officers shall meet quarterly and notice of such meetings shall be given at least seven (7) days in advance.

1.2.2 Special Meetings o the Board of Officers may, at anytime, be called by the chai or by the same at the request of the majority of the Board members. Notice and purpose of such meetings shall be given at least fifteen (15) days in advance.

1.2.3 In case of an emergency, the Board of Officers may take action by electronic communication provided that ninety percent (90%) of the members concur. Such action shall be noted in a special memo by the person who secured such concurrence and shall be recorded in the minutes of the next meeting.

1.2.4 A quorum shall be a majority of the qualified Board members present. A board member who cannot attend may designate a representative to take his place. Other means of interaction/meeting such as skype or teleconferencing may be employed.

Section 1.3 Chapter Meetings

1.3.1 The Chapter Executive Committee shall meet at least every six (6) months and notice of such meetings shall be given at least fifteen (15) days in advance.

1.3.2 Meetings of the Chapter or the Executive Committee may, at anytime, be called by the President or by the same at the request of the Association

President or at the request of two (2) or more Chapter officers. Notice of such meetings shall beat least fifteen (15) days in advance.

1.3.3 In the Chapter meetings, a quorum  shall consist of  the members in

attendance provided that it is not less than the number of Chapter officers as provided by Section 6.5 of the Constitution. In Executive Committee meetings, the quorum shall consist of the majority of the officers.

Section 1.4 Standing Committee Meetings

1.4.1 Committee meetings may, at anytime, be called by the Chair or by the same at the request of at least two (2)members. Notice and the purpose of such meetings shall be given at least seven(7) days in advance.

1.4.2 A quorum shall consist of the majority of the committee members.

Section 1.5 Commission on Election

1.5.1 Commission meetings may, at anytime, be called by the Chair, or by the same at the request of the Association President or two (2) or more members of the Commission. Notice and the purpose of such meetings shall be given at least seven (7) days in advance.

1.5.2 A quorum shall consist of the majority of the members of the Commission.

ARTICLE 2

Election Procedure

Section 2.1 Election by Ballot

2.1.1 The election of the Association officers shall be by secret ballot.

2.1.2 Only members of the Commission on Election shall be allowed

to handle ballots. No candidate shall be allowed to handle ballots.

Section 2.2 Preparation and Distribution of Ballots

2.2.1 The ballots shall be prepared and distributed by the Commission

on Election, and received by voters by May 30 of the election year.

2.2.2 The ballots shall contain the names of all candidates for each office.

Section 2.3 Return of Ballots

To be valid, ballots must reach the Commission on Election by

June 30, or the following Monday if June 30 falls on a weekend.

If mailed, the ballots must be postmarked no later than

June 30 or the following Monday if June 30 falls on a weekend.

Section 2.4 Tabulation of Ballots

No envelope containing ballot/s shall be opened until the day of tabulation.

The ballots shall be tabulated by July 31.

Section 2.5 Proclamation of Election Results

The chair of the Commission on Election shall certify and submit the

election results to the Board of Officers on the first Board of Officers

meeting after the ballots are counted. He shall proclaim the winning

candidates who garnered majority votes.

ARTICLE 3

Budget

Section 3.1 The President and the Treasurer shall submit to the Board of Officers an annual budget by October 31 of the current fiscal year.

Section 3.2 All disbursements of funds shall be in accordance with the budget or with the approval of the Board.

ARTICLE 4

Endowment Fund

Section 4.1 The AWESNA Endowment Fund shall be held in perpetuity to provide interest or dividend earnings to benefit projects for AUP.

Section 4.2 The amount from the earnings equal to the annual inflation rate shall be added to the AWESNA Endowment Fund as a hedge against inflation.

Section 4.3 Any person who donated $10,000 or more on or before the end of the year 2009 and within 5 years thereafter shall have a named AWESNA Endowment Fund. Any other donation will be placed in a combined Alumni Endowment Fund.

Section 4.4 The Endowment Fund Committee members shall be appointed by the AWESNA Board of Officers for a term of six years. Initially, three members will serve for three years and three members for six years. Thereafter, three members shall be appointed on the first meeting of the AWESNA Board of Officers following an AWESNA election year.

Section 4.5 The AWESNA Board of Officers shall decide any AUP endowment project.

Section 4.6 The Endowment Fund Committee must submit to the AWESNA treasurer all donations within three business days.

Section 4.7 The Endowment Fund Committee must meet at least once a year.

Section 4.8 Within a reasonable time, the Chairman of the Endowment Fund Committee must submit to the AWESNA secretary the minutes of its meetings. The Chairman shall provide a financial report to the AWESNA Board of Officers on the latter’s first meeting of the year.

Section 4.9 The Endowment Fund Committee shall keep a record of all the donors, and shall have it available to the AWESNA Board of Officers.

Section 4.10 The Endowment Fund Committee shall follow the Robert’s Rules of Order in the transaction of its official business.

Section 4.11 In the event AWESNA ceases to exist, AUP shall manage the Endowment Funds in perpetuity to AWESNA’s plan.

ARTICLE 5

Parliamentary Authority

The rules contained in the latest edition o the Robert's Rules of Order shall govern the meetings of this Association in all instances when they are applicable and consistent with the Constitution and these Bylaws and any other rules the Association may adopt.

REVISED: January 5, 2014

Commission on Constitution

Approved and Ratified by the House of Delegates: February 23, 2014

Roy Mananquil, Chair Eppie Manalo, Recording Secretary