Constitution and By-Laws
P R E A M B L E
WE, the members of Alpha Phi Omega (Philippines) Alumni Council of North America, bound by our national origin, culture and tradition, a common set of values and aspirations, and seeking to inspire and cultivate among us the true qualities of Leadership, Friendship, and Service, with the help of God, hereby promulgate this Constitution and By-Laws.
ARTICLE 1 - NAME, TYPE OF ASSOCIATION, and SEAL
1.1 The name of this association shall be Alpha Phi Omega (Philippines) Alumni Council of North America, Inc., hereinafter referred to as the "Council."
1.2 The Council is the symbol of our solidarity, and signifies the unity of our goals and purposes. As such, we owe the Council our duty of fidelity and loyalty, utmost support, and fraternal confidence.
1.3 The Council shall be non-sectarian, non-profit, and non-political.
1.4 The official seal of the Council shall be the seal of the Alpha Phi Omega Service Fraternity.
ARTICLE 2 - PRINCIPAL OFFICE
2.1 The principal office of the Council shall be the residence of the incumbent president, until such time a permanent place of business shall have been established by the Council.
ARTICLE 3 - GENERAL PURPOSE, OBJECTIVES and PRINCIPLES
3.1 General Purpose. The Council shall advance and propagate the principles of ALPHA PHI OMEGA in North America. To this end, it shall organize all APO (Philippines) Alumni Associations in North America under its authority. It shall provide a continuing program for growth and development of member-associations with the aim of making member-associations, and the Council as a whole, positive contributors to the growth and development of individual members and their respective communities.
3.2 Objectives. The Council shall endeavor to be a dynamic vehicle for growth and advancement of its member-associations. It shall set common goals, coordinate activities, and provide a means of mediating controversies or disputes between and among member-associations.
3.3 Non-Political Status. The Council shall not engage in partisan political activities, and shall refrain from any and all activities that might undermine the purpose and general activities of the Council.
ARTICLE 4 - NECESSARY and PROPER CLAUSE
4.1 Legitimate Powers. In the performance of its functions, the Council shall exercise any and all reasonable and legitimate means to achieve its goals and purposes.
4.2 Extent of Authority. The Council shall not violate the sovereign authority of any member-association on strictly local concerns, but is empowered to set uniform goals, policies, and guidelines in all other matters. The Council shall have all the powers that are necessary and proper to enforce this authority.
ARTICLE 5 - MEMBERSHIP
5.1 Regular Membership. Any Alpha Phi Omega (Philippines) Alumni Association established in North America may become a regular member-association in the Council.
5.2 Application for Membership. Any Alpha Phi Omega (Philippines) Alumni Association established in North America may apply for regular membership in the Council by submitting to the Board of Directors a duly ratified Constitution and By-Laws, a roster of membership consisting of no less than twenty (20) regular members, and payment of an initial non-refundable application fee of Fifty ($50.00) Dollars.
5.3 Probationary Period. Upon completion of the requirements of Article 5.2, the applicant member-association shall undergo a probationary period of not less than one (1) year. During such period, the applicant member-association shall engage in projects and/or activities pursuant to, or in consonance with, the aims, goals, objectives, rules, and policies of the Council.
5.4 Denial of Application of Membership. At the end of the probationary period, the Board of Directors shall pass, by resolution, whether to confer full membership upon the applicant member-association, or reject its application for membership. The decision of the Board of Directors is final and not subject to appeal. The applicant member-association may renew its application, not earlier than one (1) year from the date of rejection, in accordance with the provisions of Article 5 hereof.
5.5 Dues. Each member-association shall pay a one-time membership fee of Two Hundred ($200.00) Dollars upon acceptance of membership by the Board of Directors. Thereafter, each member-association shall pay annual dues of One Hundred ($100.00) Dollars no later than January fifiteenth (15th) of each year.
5.6 Protocol. As a matter of protocol and proper convention, only the President of the association-member, or his duly designated representative, shall be entitled to transact business with the Council. Any member of any member-association who intends to elevate a Council-related matter to the Council shall do so by and through the President of his local association, who shall then act as the spokesperson for such individual. The matter thus becomes said local association's business with the Council. In the same manner shall the Council correspond to the local assemblies through the presidents and/or designated representatives of said assemblies only. Nothing in this provision shall preclude any member of any local assembly to bring a Council-related matter directly to the Council President and/or the Board of Directors upon a clear and convincing proof of bad-faith on the part of the member-association president as regards compliance with this section.
5.7 Charter Member-Associations. The following alumni associations, notwithstanding their being charter members of the Council, are not exempt from the provisions of Section 5.5 of this article:
Alpha Phi Omega (Philippines) Alumni Association of Southern California
Alpha Phi Omega (Philippines) Alumni Association of Northern California
Alpha Phi Omega International Alumni Association (East Coast), Inc.
Alpha Phi Omega Alumni Association of the Midwest
Alpha Phi Omega Alumni Association of Houston, Texas
Alpha Phi Omega Alumni Association of Toronto, Canada
ARTICLE 6 - SUSPENSION AND TERMINATION OF MEMBERSHIP
6.1 Suspension of Membership. Membership in the Council may be suspended on the following grounds:
Non-Payment of Dues. A member-association shall remit to the Council Treasurer its annual obligation of $100.00 no later than the fifteenth (15th) day of January of each year, pursuant to Article 5.5 hereof. A breach of this provision, when verified by the Council Treasurer and conformed to by the Board of Directors, shall result in suspension of membership. Such suspension shall be cured by the immediate payment of the outstanding dues, and only upon the lifting, by resolution, of suspension by the Board of Directors.
Action Prejudicial to the Best Interests of the Council. A member association shall be suspended by a majority vote of the Board of Directors on grounds prejudicial to the best interests of the Council. Any action, conduct, or deliberately induced circumstance that willfully violates any provision of this Constitution and By-Laws, or otherwise strikes at the vital interests of the Council, induces paralysis of the Council government, impugns the Council as an institution, fragments the general assemblies of the local associations, and impairs the morale of the local membership is deemed prejudicial to the best interests of the Council. Any prejudicial action by an individual member which is condoned, sanctioned, countenanced, or otherwise approved by his alumni association, either by direct affirmation or silence, is deemed an action by said alumni association. This shall subject said alumni association to the provisions of this article.
6.2 Procedure for Suspension of Membership. The member-association whose membership is being suspended shall be notified in writing by the Board of Directors of the grounds for suspension of membership. The member-association shall have thirty (30) days from receipt of notice to file a written answer. The suspension of membership shall be heard by the Board of Directors no later than thirty (30) days from receipt of the written answer. At the hearing, the member-association may submit evidence, present witnesses, or otherwise show cause why membership in the Council should not be suspended. The Board of Directors shall render its decision within thirty (30) days of date of hearing. The director whose member-association is being suspended shall recuse himself from the Board of Directors hearing the matter.
6.3 Final Decision, Appeal and Termination. When a member-association is suspended on grounds of prejudice, the decision of the Board of Directors shall be final and not subject to appeal. The suspended member-association may reapply for membership pursuant to Article 5 of this Constitution and Bylaws, not earlier than one (1) year from the date of suspension. Provided, that there is clear and convincing proof that the prejudicial ground supporting a finding of suspension has ceased to exist. Failure to reapply for membership with the Council within two (2) years from the date of suspension shall result in full and final termination of membership. No re-application relief is available.
6.4 Consequence of Suspension. A suspended member- association shall not be allowed, by or through its representative, to participate, deliberate, and/or otherwise exercise the right to suffrage in any and all proceedings by the Board of Directors, or in meetings, gatherings, conferences, conventions, or any other assemblies called for by the President.
ARTICLE 7 - MEETINGS
7.1 General Council Meeting. The Council Executive officers and Members of the Board of Directors of this Council shall meet once every six (6) months, or four (4) times during a Council term; provided that the fourth (4th) meeting, shall coincide with the Biennial Convention. Said meeting shall be referred to as "General Council Meeting," except that the fourth (4th) meeting shall be called "Convention."
7.2 Special meeting. Special meetings by the Board of Directors may be called by the Chairman of the Board. Special meetings by the executive officers may be called by the President.
7.3 Quorum. At the meetings of this Council, pursuant to the provisions of this Article, a quorum shall consist of a majority (1/2 plus 1) of the members present and a majority (1/2 plus 1) vote of the members present shall pass any action or resolution, except where this By-Laws require a greater number.
7.4 Voting. Voting shall be by raising of hand, except in elections which shall be by secret ballot.
ARTICLE 8 - BOARD OF DIRECTORS
8.1 Composition. The Board of Directors shall be composed of the Council President and the incumbent presidents or duly designated representative of each member-association.
8.2 Function. The Board of Directors shall be the sole policy-making body of the Council. Subject to the limitations of the Articles of Incorporation, the By-Laws, and the laws of the State of California, all corporate powers shall be exercised, and all business and affairs shall be conducted, under its authority.
8.3 Term of Office. Except for the Council President who serves a two (2) year term, the members of the Board of Directors shall serve for a term of one (1) year, commencing on the first (1st) day of January of each year, and ending on the thirty-first (31st) day of December of the same year.
8.4 Limitations. Except for the Council President, a member of the Board of Directors shall not serve concurrently as an executive officer of the Council. Any Director who chooses to run for any elective position in the Council, or otherwise elects to serve in an appointive capacity, shall resign his position as member of the Board of Directors.
8.5 Records. The Board of Directors shall cause to be kept at the principal place of business of the Council a full and faithful record of all its proceedings. This record shall be open to inspection by any member-association in good standing at all reasonable times and for reasonable purpose. Minutes of the meeting of the Board of Directors shall be prepared by the Board Secretary following each board meeting and submitted to the directors for approval at the following board meeting.
8.6 Membership Rolls. The membership list or directory of members of all member-associations shall be kept by the Board of Directors. The lists or directories are confidential and shall be for Council purposes only pursuant to this Constitution and By-Laws.
8.7 Chairman of the Board. Within fifteen (15) days of the commencement of their term of office, the Board of Directors shall elect from among themselves the Chairman of the Board. The Chairman of the Board shall preside in all regular and special meetings of the Board.
8.8 Board Secretary. At the time of the election of the Chairman of the Board, and after such election, the elected directors shall likewise elect, from among themselves, the Secretary to the Board. The Secretary to the Board shall take the minutes of all regular and special meetings of the Board, and shall keep complete records of all Board proceedings.
ARTICLE 9 - COUNCIL OFFICERS
9.1 Title. The officers of the Council shall be the following:
Public Relations Officer.
9.2 General Duties. The duties and powers of the officers of this Association shall be such as are by general usage indicated by the title of their respective office, except as may be otherwise specified in these By-Laws.
9.3 Term of Office. Officers of the Council shall serve for a term of two (2) years, commencing on the first (1st) day of January immediately following their election, and ending on the thirty-first (31st) day of December of the succeeding year.
9.4 Eligibility Requirement. Only a regular member in good standing of any member-association, and who is endorsed by such member-association, is qualified to be elected and hold office as President, First Vice-President, Second Vice-President, or Auditor of the Council. All other executive officers are to be appointed by the President, pursuant to Article 10 hereof, and provided such appointee is a regular member in good standing of his member-association.
9.5 The President. The President shall be the Chief Executive Officer of the Council. He shall preside at all meetings of the Council. The President may create committees and commissions, and shall implement the policies laid down by the Board of Directors. The President shall be the only spokesperson for the Council.
9.6 The First Vice-President. The Vice-President shall assume the position of the President in the event of death, incapacity, resignation, impeachment, or general absence of the President. He shall be responsible for the external affairs of the Council including, but not limited to, planning, coordination, and conduct of activities involving interaction with other organizations.
9.7 The Second Vice-President. The rule of succession provided under Section 9.6 of this Article shall apply to the Second Vice-President. He shall be responsible for the internal affairs of the Council including, but not limited to, the planning, coordination, and conduct of the Biennial Convention.
9.8 The Secretary. The Secretary shall be in charge of the Council seal, and has the authority to affix the same. The Secretary shall be responsible for the minutes of the meetings of the Council, and shall have the additional duties that may be assigned by the President.
9.9 The Treasurer. The Treasurer shall be the Chief Financial Officer of the Council. He shall have general supervision of all financial accounts of the Council and shall present quarterly financial statements to the member-associations. The financial statements shall include, but are not limited to, a statement of assets and liabilities, and a statement of receipts and disbursements by the Council. The Treasurer shall not disburse Council funds to the President or any person or persons, for whatever purpose or reason, without the authority of the Board of Directors.
9.10 The Auditor. The Auditor shall review all corporate financial statements and certify to the correctness of such financial statements.
9.11 The Public Relations Officer. The Public Relations Officer shall keep a complete and permanent record of all events and activities of the Council. The record shall become permanent part of this Council's history and archive. He shall also be responsible for the publication of the Council's newsletter.
9.12 Constitutional Officers. Upon confirmation of their appointments by the Board of Directors, the appointed officers become Constitutional Officials of the Council. They shall not be caused to vacate their respective offices except pursuant to the provisions of Article 13 hereof.
ARTICLE 10 - FISCAL YEAR, ELECTION AND APPOINTMENT OF OFFICERS
10.1 Fiscal Year. The fiscal year of the Council shall be from January 1st then December 31st of the same year.
10.2 Election and Appointment of Officers. Term of Office. The Following officers shall be elected: the President, the 1st Vice-President, the 2nd Vice-President, and the Auditor.
The following officers shall be appointed by the president, subject to confirmation by the Board of Directors: The Secretary, the Treasurer, and the Public Relations Officer.
The election of the President, 1st Vice-President, the 2nd Vice-President, and the Auditor shall be held every two (2) years, no later than the 1st Monday of September of the second (2nd) year. The appointed officers shall be appointed by the President and confirmed by the Board of Directors within thirty (30) days of the elections. Both elected and appointed officers shall serve for a term of two (2) years beginning January 1st following their election and appointment, and ending December 31st of the second (2nd) year of their term.
ARTICLE 11 - CONVENTION
11.1 Biennial Convention. A Council Convention shall be held every two (2) years, and shall coincide with the election of the President, the 1st Vice-President, 2nd Vice-President, and the auditor.
11.2 Business. The Convention is the paramount authority in the Council. At the Convention, the Council shall address the issues confronting it for the next Council term. Pursuant to its General Purpose, Objectives, and Principles as provided in Article 3 hereof, the Council shall set the direction, and identify goals and programs pursuant to which the Board of Directors shall formulate policies and directives for the President to execute.
11.3 Venue. The venue for the Convention shall be open to bidding among the member-associations, and shall be determined no later than one (1) year before the Convention. In the event of non-bid, the venue shall be the home-state of the incumbent president.
ARTICLE 12 - COMMISSION ON ELECTIONS
12.1 Composition. The Commission on Elections (hereinafter COMELEC) shall be composed of three (3) bona fide members from the member-associations of the Council. The members of the Comelec shall be appointed by the President, and confirmed by the Board of Directors, within six (6) months after the President takes office. The members of the Comelec shall immediately elect their Chairman from among themselves. They shall be strictly non-partisan. No incumbent Director or Officer shall be eligible for appointment to the Comelec. No member of the Comelec shall be a voting delegate, nominated to, or run for, or be a candidate to, an elective office during his incumbency as such member of the Comelec.
12.2 Independence of the Comelec. The Comelec shall hold office from the date of confirmation until the succeeding President, 1st Vice-President, and 2nd Vice-President, and Auditor shall have been elected and certified by the Commission. Upon confirmation by the Board of Directors, the Comelec becomes a Constitutional Body independent, separate, and distinct from the office of the President or the Board of Directors. However, the members of the Comelec are subject to impeachment or removal from office pursuant to Article 15 hereof.
12.3 Duties and Functions. The Comelec shall meet within fifteen (15) days of confirmation to:
a. Formulate rules for the orderly conduct of the elections.
b. Specify the timetable, including the date, time, and venue of the elections.
c. Resolve all issues relative to qualifications of candidates before the holding of the elections.
d. The Comelec shall deputize any number of brothers or sisters to assist in the general, orderly, and efficient conduct of the elections process, and/or otherwise enforce these election rules and regulations.
12.4 Conduct of Elections.There are no political parties or any kind of groupings in this Council. Any qualified member who carries the endorsement of his alumni association may run for office as President, 1st Vice-President, 2nd Vice-President, or Auditor of the Council solely and singularly under his name. Such person shall file with the Comelec, in writing, his intention to run as a candidate, specifying the office he intends to run for, and declaring his qualification to hold such office if elected. This Declaration to Run as a Candidate shall be accompanied by an endorsement by the candidate's local alumni association. Any fraud or misrepresentation imposed or exercised upon the Council and/or the Comelec in connection with the Comelec's conduct of the elections shall constitute automatic and mandatory disqualification of candidacy, or if elected, ground for automatic and mandatory removal from such elected office. A candidate shall run for only one (1) office at any given general elections.
12.5 One-Man-One-Vote. The practice of one-man-one-vote shall always be observed. Voting by proxy is prohibited. Only duly appointed and certified voting delegates may vote for the elective officers.
12.6 Elections Code. Pursuant to, and in accordance with, the provisions of this Constitution and By-Laws, the Comelec may choose to draft a more detailed Elections Code for the conduct of Council elections. The Elections Code shall have the same force and effect as this Constitution and By-laws.
12.7 Termination of Functions. The Comelec shall certify the winners of the elections. After certification of the winners, the Comelec shall be dissolved and automatically cease to function.
ARTICLE 13 - PROTEST AND DISQUALIFICATION
13.1 Procedure. Any protest in the conduct of the elections, shall be lodged with the Board of Directors within fifteen (15) days from the time of the disputed election. The Chairman of the Board of Directors shall convene the Board to sit as an Electoral Tribunal within seven (7) days of receipt of the election protest.
ARTICLE 14 - THE ELECTORAL TRIBUNAL
14.1 Function. Except for the issues of fraud or misrepresentation which merits automatic and mandatory disqualification of candidacy, or automatic and mandatory removal from office if elected, as provided by Section 12.4 of this Constitution and By-Laws, all other issues raised concerning the conduct of the election shall be resolved by the Electoral Tribunal.
14.2 Composition. The Electoral Tribunal shall be composed of the members of the Board of Directors.
14.3 Creation and Finality of Finding. The Electoral Tribunal shall sit en bane or by a quorum. The decision of the Electoral tribunal sitting en bane shall be by simple majority if by a quorum, a two-thirds (2/3) vote shall be required for a decision. The decision of the Electoral Tribunal shall be final and not subject to appeal.
14.4 Termination of Function. The Electoral Tribunal shall submit its findings to the Chairman of the Board of Directors within thirty (30) days of its creation, or earlier. The Chairman of the Board shall thereafter dissolve the Electoral Tribunal. Failure by the Electoral Tribunal to arrive at a decision within the aforesaid thirty (30) day period shall result in the validation of the protested elections.
ARTICLE 15 - IMPEACHMENT AND REMOVAL AND VACANCIES
15.1 Recommendation for Removal. Any director or officer of this Association, including the members of the Commission on Elections, may be removed from office upon recommendation of three members of the Board of Directors who shall submit to the Board, Article(s) for Impeachment. Said three (3) Directors, and/or the director that is the subject of impeachment or removal, if applicable, shall be disqualified to sit in the Board for the impeachment proceedings. A majority vote of the remaining members of the Board of Directors shall support a finding of retention, impeachment or removal. Nothing in this provision shall preclude the Board of Directors to adjudicate the matter on less than a finding of impeachment or removal from office.
15.2 Ground for Impeachment or Removal. A director, or officer, or any member of the Commission on Elections, may be impeached or removed from office upon the director's, or officer's, or commissioner's breach of his fiduciary duty of trust, care, and loyalty as defined and interpreted under the general corporation law of the State of California. Further, a member of the Commission on Election may be impeached upon proof of partisanship, bias, or partiality in his conduct of the Council elections.
15.3 Procedure for Removal of Director or Officer. The director, or officer, or commissioner against whom an impeachment action has been filed shall be notified in writing by the Board of Directors of the charges against him. He shall have thirty (30) days from receipt of notice to file an answer in writing. Within (30) days of receipt of the answer, the Board of Directors shall set a date, time, and place for the impeachment hearing, duly notifying the party of the same within a period of fifteen (15) days prior to the actual hearing. At such hearing, the party to be impeached or removed from office shall have the right to orally refute and/or dispute the allegation in support of his removal or impeachment proffer evidence in mitigation or justification of his alleged misconduct in office and confront the witnesses against him. Within three (3) days from the close of the hearing, the Board of Directors shall, by a majority vote, enter its decision. The decision of the Board of Directors shall be final.
15.4 Procedure for Removal of Member of Comelec. The provision of Section 13.3 hereof applies to the impeachment or removal of a member of the Commission on Elections. However, since the Comelec is called upon for a specialized and time-constrained task, the requirement for notice is shortened to fifteen (15) days; and the requirement for hearing the matter is likewise shortened to fifteen (15) (days) from the time of receipt of answer.
15.5 Filling of Vacancies. Vacancies shall be filled under the following rules:
a. If a vacancy shall occur in the Board of Directors either by death, disability, resignation, general absence, or impeachment and removal from office, the vacancy shall be filled by having the member-association represented by the vacated office to elect a replacement-director within sixty (60) days from the date the aforesaid office was first vacated.
b. If a vacancy shall occur in the office of the President, or the 1st Vice-President either by death, disability, resignation, general absence, removal or impeachment from office, the rule of succession as provided in Sections 9.6 and 9.7 hereof shall apply. The succeeding officer shall serve the unexpired portion of the term of the vacated office.
c. If a vacancy shall occur in the office of the 2nd Vice-President, or Auditor, either by death, disability, resignation, general absence, removal or impeachment from office, the President shall appoint a replacement to that office, subject to the confirmation by the Board of Directors, within sixty (60) days from the date the aforesaid office was first vacated. The confirmed appointee shall serve the unexpired portion of the term of the vacated office.
d. If a vacancy shall occur in the position of an appointed officer either by death, disability, resignation, general absence, removal or impeachment from office, the same shall be filled by appointment by the President, subject to the confirmation by the Board of Directors, within sixty (60) days from the date the aforesaid office was first vacated. The confirmed appointee shall serve the unexpired portion of the vacated office.
e. If a vacancy shall occur in the office of the Commission on Elections, either by death, disability, resignation, general absence, removal or impeachment from office, the President shall appoint a replacement to that office, subject to the confirmation by the Board of Directors, within three (3) days from the date the aforesaid office was first vacated.
ARTICLE 16 - STANDING AND SPECIAL COMMITTEES
16.1 Creation. The President shall have the power to create standing committees, and special committees. Members of said committees shall serve at the will of the President and whose term shall, in no case, extend beyond the term of the appointing President, or two (2) years, whichever is less.
ARTICLE 17 - RULES OF ORDER
17.1 Roberts Rule. Roberts Rule of Order shall govern the business meeting of the Council, its directors and officers, and any of its standing or special committees, except as otherwise provided in this Constitution and By-Laws.
ARTICLE 18 - RULE OF INTERPRETATION
18.1 Policies and By-Laws. In the event of conflict between this Constitution and By-Laws, and the statement of policies of this Council, or rules and regulations drafted and/or interpreted by Council officers, directors, or commissioners, the provision of this Constitution and By-Laws shall take precedence.
ARTICLE 19 - AMENDMENT
19.1 Amendment Only In Session. Proposals to amend the By-Laws may be submitted to the Board of Directors in writing by any member-association in good standing. The proposed amendments may be approved and ratified by an affirmative vote of two-thirds (2/3) of the membership present in a regular or special meeting called for that purpose, provided that the proposed amendments are submitted to all member-associations by the Board of Directors no later than thirty (30) days prior to the meeting.
19.2 Non-Waiver or Suspension. This Constitution and By-Laws shall not be waived or suspended at any time or for any purpose.
ARTICLE 20 - TRANSITORY PROVISIONS
20.1 Executive Power. The incumbent officers shall serve the unexpired portion of the present term, and shall exercise all authority, rights, and powers of their respective offices pursuant to the provisions of this Constitution and By-Laws. Except for the incumbent National President, the two (2) incumbent National Vice-Presidents, and the National Auditor, all the rest of the incumbent executive officers are hereby appointed and confirmed to hold their respective offices in conformity with the provisions of this Constitution and By-Laws.
20.2 Board of Directors. Upon ratification hereof, the presidents of the member-associations, or their respective representatives, shall constitute themselves as a Board of Directors. They shall exercise all the authority, rights, and powers pursuant to this Constitution and By-Laws.
ARTICLE 21 - EFFECTIVITY
21.1 This amended Constitution and By-Laws shall be effective upon ratification.ive part in a movement that is worldwide, indeed!