Filipino-American Society,

Incorporated
of Fort Wayne, IN

CONSTITUTION

Preamble

We, the Filipino-American residents in the Northeast region State of Indiana,

U.S.A. and Northwest region, State of Ohio, U.SA, in keeping with, and in support of our
Charter, have organized ourselves in order to encourage preservation of Filipino culture
and heritage and to promote fellowship and cooperation among members through regular
meetings and other activities; which will bring individuals together who will form a forum
for the interchange of views and experience; who will support the principles and purposes of
the Filipino-American Society Charter, and who will foster greater friendliness, goodwill,
education, charity and cultural knowledge in the community.

Article I - Identification

The name of this organization shall be the Filipino-American Society of Fort Wayne,
hereinafter referred to as “Filipino-American Society”, “Society”, or “FAS.”

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 Article II - Membership

Section 1. The Filipino-American Society is open to persons of all races, religions, and
national descent.

Section 2. There shall be voting members and non-voting members

comprising the membership of the Filipino-American Society.

A. Voting Members are those members over 16 years of age, who have fully paid their
membership dues to the Filipino-American Society for the fiscal year and have
thereby attained voting privileges.

B. Non-Voting Members are those members who, by reason of choice or inability, do

not pay dues each fiscal year; but wish to participate in Filipino-American Society
activities as guests, will remain on the membership roster for open membership types
of activities at the discretion of the Executive Board

Section 3. Active Members are those who are carried on the rosier, who have a
current area address and who have attended at least one meeting within the past 12
months.

Section 4. Inactive Members are those members carried on the FAS roster who do not meet all
of the criteria of Section 3. These members may be dropped from membership at the discretion of
the executive board.

Article III - Administration

Section 1. The Officers of this organization shall be composed into an Executive Board and an
Advisory Board.

Section 2. The Executive Board shall be a body elected by the membership. This board shall
consist of the elected officers charged by the membership with the responsibility for the
operation of the Filipino-American Society, in accordance with the Filipino-American Society
Charter and Filipino-American Society Constitution.

Section 3. The Executive Board shall be composed of, as a minimum, a President, a Vice
President, a Secretary, a Treasurer, and one other elected official.

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Section 4. The Advisory Board shall be a body of four (4) people. At least two members of the
advisory board shall be past Executive Board members. The President of the outgoing
administration will be one of the four members of the Advisory Board. The remaining three (3)
posts will be filled from the membership by election.

Article IV - Meetings

Section 1. The Executive Board shall meet at least quarterly at such time and place as may
be designated by the Board. Special meetings may be called by the President or any two (2)
Board Members. The Executive Board shall invite at least one member of the Advisory Board to
all meetings, and shall keep members of the Advisory Board informed of their actions by
promptly mailing copies of the Executive Board meeting minutes to each Advisory Board
Member, or alternately, advising them in person or by telephone. The attendance of at least one
Advisory Board member at any Executive Board meeting shall constitute informing the Advisory
Board in accordance with this requirement, for the attended meeting.

Section 2. The Filipino-American Society shall meet as least four (4) times:
during each calendar year, at which time all members of the Society shall be notified and invited
by the Executive Board; such notification to be given to the membership at least 10 days prior to
each meeting. The Executive Board shall present the membership with the status of the Filipino-
American Society, and all items of major importance to the Society, at two of these meetings.
Meetings may be combined with social events.

Section 3. A quorum for the transaction of business shall consist of two-thirds of the Executive
Board present in person.

Section 4. Social meetings, activities, events, and other meetings in addition to those stated
herein may be scheduled and conducted as directed by the President or Executive Board

Section 5. A business meeting may be called at any time by any member of the Filipino-
American Society, whose purpose is an Emergency Resolution or Act. Such a meeting will
officially be empowered to vote and change any aspect of the Charter, Constitution, Bylaws,
Actions, Activities, Directives, or other aspects of the Filipino-American Society; provided the
meeting shall consist of Two-Thirds of the active voting members, and that all members of the
Executive Board and Advisory Board are notified and previously invited prior to a call to the
membership. An Emergency Resolution or Act may then be passed by two thirds of the voting
members present.

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 Article V - Amendments

Section 1. This Constitution and the Filipino-American Society Charter may only be changed
or replaced by Amendment. For the purposes of this document the term Constitution shall
include the By Laws to the Constitution.

Section 2. This Constitution may be amended by a two-thirds majority vote of the active
voting members who are present in-person, at any business meeting. No amendments shall be
voted upon without at least one month’s notice to the active voting members.

Section 3. The Charter of the Filipino-American Society may be amended by a two-thirds

vote of the active voting members who are present in-person, at any business meeting. No
amendments shall be voted upon without at least one month’s prior notice to the active voting
membership.

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 By - Laws
Article BL I - Duties of Officers

Section 1. Terms of office of the Executive Board and of the Advisory Board shall each be
two years and shall begin 22 January of the new term of office. Officers shall be installed before
the membership, during the first general business meeting or social event of the new calendar
year.

Section 2. The Advisory Board members will serve as advisors to the Executive Board and
shall be responsible for review of the activities of the Filipino-American Society; for review or
audit as they choose, of the financial statements, books and records of the Filipino-American
Society and of the conduct of its members. The members of the Advisory Board are empowered
to call meetings of the membership or of the Executive Board for the purpose of advocating
corrective action in regard to the activities of the members, officers or the collective actions of
the Executive Board.

Section 3. The Advisory Board members are monitors of the Executive Board to ensure
that operations of the Filipino-American Society are consistent with the Charter and within the
authority granted by this Constitution and By-Laws. The Advisory Board members are
empowered to challenge the actions of the members of the Executive Board as they relate to the
Constitution and Charter; such challenges may, with full consensus of the Advisory Board,
restrain the Executive Board and its members from action considered by the Advisory Board to
violate the Charter, Constitution, or By Laws. Such issues are restricted to Charter and
Constitutional violations and issues and will be resolved at the Advisory Boards discretion by: 1.
Discussion and consensus by the Advisory Board and the Executive Board at the Advisory
Boards discretion and consensus to this action, or 2. By formal Advisory Board submission of
the issue to vote, with the Advisory Board members and Executive Board members deciding the
issue by a three fourths majority vote of both full board memberships, or 3. By presentation of
the issue to the full membership, two thirds of which will constitute a quorum, which will then
decide the issue by two thirds majority vote; at a time selected by the Advisory Board. If the
issue cannot be settled by the above methods, the issue shall be determined by the President,
whose decision shall be final.

Other responsibilities of the Advisory Board are:

A. Approval of the annual budget.

B. Approval of event budgets requiring major expenditures.

C. Conducting an annual audit of the books.

D. Acting as official representatives of FAS at the request of the President.

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Section 4. The President shall preside as the Chairman of The Executive Board at all meetings
and will direct or approve the actions of the Executive Board in the conduct of all activities of
the Filipino-American Society.

A. The President shall appoint the chairman of each standing committee and shall
collaborate with the committee chairman in selecting members of that committee;
shall be ex-officio member of all committees except the nominating committee.

B. The President shall appoint, no later than ten (10) days before the semi-annual
election meeting, three inspectors of election who shall receive and count the ballots.

C. The President is empowered to appoint special committees as deemed necessary at

any time.

D. The presiding President shall automatically become a member of the Advisory

Board for one term whenever a new president is elected.

E. The President is empowered to direct, approve or disapprove the activities and

actions of the Executive Board and the membership.

F. The President may appoint officers to fill Advisory or Executive Board posts if these
posts are vacated during their administration.

Section 5. The Executive Board may override any single decision of the President by a two
thirds vote of all elected Executive Board members plus three fourths of the Advisory Board
members. Such vote may be solicited by telephone, by any officer present for votes of members
not physically present. Any decision being called to a vote under this Section must be he/din
abeyance until the outcome of the vote is evident.

Section 6. The Vice President shall preside as chairman of the Executive Board in the
President’s absence and will represent the President in the President’s absence or in the
execution of any and all functions, activities and assignments so delegated by the President.

Section 7.

A. The Secretary shall have charge of all papers and shall keep such reports, and shall
perform such duties as are indicative of that office.

B. The Secretary shall record the minutes of every business meeting; such minutes shall be
read during the next business meeting for approval by the Executive Board. Such minutes
shall be made available to the Advisory Board members within five (5) days of approval.
Attendance at the meeting when minutes are reads shall constitute Advisory Board
notification.

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Section 8. The Treasurer shall have charge of the funds of the Society and shall
conduct its banking.

A. The Treasurer is responsible for the complete accounting of revenue and expenditures of
the Filipino-American Society.

B. Checks drawn against the Society accounts shall be signed by the Treasurer or the
President or the Vice president in the President’s absence, and countersigned by one of
the following: one elected officer or Advisory Board member so appointed by the
President.

C. The Treasurer shall give a financial report every business meeting.

D. The Treasurer shall publish an annual financial report and distribute this report to the
membership. This report shall be published and distributed during January of each year.

E. The fiscal year shall be the calendar year. Books shall be closed out for the year as of
December 31 of each year.

F. Upon incorporation of the Society as a non-profit organization, the Treasurer shall be

responsible, for filing the appropriate tax forms for the organization.

G. All financial reports shall be attested to as complete and accurate, and

signed by the Treasurer and the Auditor or another duly elected official. (lf there is no
elected auditor, then an auditor may be appointed by the President with the consensus of
the elected Advisory board.

Section 9. The Executive Board is Empowered to conduct the ordinary business of the
Filipino-American Society within the dictates of the Charter, Constitution, and By-Laws. Among
the duties of the Executive Board are:

A. Initiation, planning, scheduling and execution of the Society meetings.

B. Initiation, planning, scheduling and execution of the Society activities.

C. Distribution of the Filipino-American Society funds in accordance with the requirements

of the planned activities, charities, events and needs of the Society.

D. Determination of the distribution of funds.

E. Collection of dues.

F. Solicitation and collection of donations, payments and gifts.

G. The conduct and execution of fund raising events.

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 H. The selection of charities for Filipino-American donations and contributions, or
participation.

I. Submission of an annual budget.

Article BL II - Election of Officers

Section 1. The Nominating Committee shall present the slate of candidates to the Executive
Board at a meeting prior to the end of September, of the election (2nd) year of the presiding
administration.

Section 2. The Executive Board shall notify the membership of the slate of candidates for
office by mail, at least 10 days prior to the next full membership meeting.

Section 3. A business meeting for the purpose of presenting the candidates to the membership,
shall be held prior to the end of October of the election year. At this meeting, the nominating
committee may accept candidates to add to the election slate from as membership initiated
nominations from the floor. All candidates must meet the criteria for specific positions on either
board, prescribed herein.

Section 4. The election shall be conducted by the Secretary or other officer so designated by
the president, during either a business meeting or social event conducted during November of
the election year. All voting members shall be notified at least ten (10) days prior to the election
meeting.

Section 5. All positions of the Advisory Board and Executive Board are to be filled by simple
majority vote of the membership present

Section 6. If enough past officers are not available to fill at least two Advisory Board
positions, the membership must first decide by vote whether to accept candidates who have not
served the Filipino-American Society in an Executive or an Advisory Board Capacity, or whether
to leave these posts vacant for the term of office. Advisory Board members may be nominated to
fill the, (minimum) two previous Executive Board Member posts, if they have served at least one
full term in an elected position or in an appointed post in a previous administration. Approval to
accept inexperienced candidates for the Past Executive Board members posts on the Advisory
Board must then be by two thirds vote of the membership.

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 Article BL III - Terms Of Office

Section 1. The terms of office of the Advisory Board shall begin 22 January of the election
year and shall end 21 January of the next election year. The term of office shall be two (2) years.

Section 2. Appointed officials, whether appointed by the President or by the Executive Board
shall be as specified.

Section 3. Positions held by appointed officials for more than two years must be reconfirmed
either by the President in the case of Presidential appointments, or by two thirds vote of the
newly elected Executive Board in the case of Board appointments, with each change in
administration. If not reconfirmed at that time the appointed officials must immediately
relinquish their posts.

Section 4. Terminations of the terms or service positions of appointed officials may be occur
at any time by direction of the President for presidential appointments, or by two thirds vote of
the presiding Executive Board for any Board appointment

Section 5. Impeachment: The term of any officer may be limited by impeachment.

Impeachments may be carried out by the presentation of both sides of the issues and arguments
to the full membership. Impeachment of the officer in question will be put to a vote by the full
membership and decided by a two thirds majority vote. At least two thirds of the voting
membership must be present. A call for impeachment may be made by any officer of the Advisory
or Executive Boards.

Section 6. Vacating a post: A post held by any elected official of any board or other position
may be declared vacated by the President with the concurrence of a two thirds vote of the
Executive and Advisory Boards if the official has been absent from at lean three consecutive
business meetings, having received prior notification; has moved from the area to a place more
than fifty miles distant; resigns from their post; or is found to have misappropriated or grossly
mishandled funds to the detriment of the FAS in the unanimous judgment, shown by vote,, of both
boards.

Article BL IV - Membership

Section 1. Membership Refusal: The Executive board is empowered to refuse

membership, to any applicant, for reasons other than race, religion, or national origin.
Rejection of an applicant must be by two thirds vote of the Executive Board. The
Advisory Board must be notified within three (3) days of such a determination.

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Section 2. Membership is voluntary. The Filipino-American Society accepts no
responsibility, for the safety, conduct, integrity, liability or other causative or resulting
conditions which may be attributed to membership in this organization or attendance at its
functions. Each member is individually responsible for their own actions and their own liability,
totally. No contract exists or is implied between a member and the officers, jointly or severally;
nor with other members who act in behalf of or in the name of the organization, it’s officers,
projects, meetings, events, functions, or other activities.

Section 3. Membership may be an individual or family.

Article BL V - Dues for Membership

Section 1. Setting Dues: The annual membership dues shall be set by calendar year.
Presentation by the Executive Board of the dues schedule to the membership for vote, may be
done at any business meeting during the year. The scheduled implementation date will be an item
on the ballot. Dues will be set as they are approved by simple majority vote of the members
present at a scheduled full membership business meeting. All of the members must he notified at
least ten (10) days in advance for a business meeting.

Section 2. Dues shall be annual, and shall cover membership for one year. The membership
year for purposes of dues shall be the fiscal year.

Article BL VI - Voting

Section 1. Voting By Mail: Not-withstanding the stipulations of the previously stated articles
of this Constitution and the By Laws; Items presented to the general voting membership for other
than elections, and/or amendments to the Constitution and/or Charter, may be conducted by
mail. If a mail-in vote is conducted, the ballot items shall be clearly and completely stated and
the vote shall be conducted by blind ballot. Ballots shall be numbered with sequential three digit
numbers and then randomly distributed, by mail, to the voting membership. Numbers shall be
used only to keep track of total number of ballots. Ballot number must not be correlated with any
member’s name.

Section 2. Participation: A member may not participate in any vote by the membership or by
either board unless dues are paid at least one month prior to the vote.

Section 3. Voting may be conducted by blind ballot, show of hands, or other appropriate
method, but will result in a recorded count of the votes. The only acceptable voting method for
elections or for amendments to the Constitution or Charter shall be by blind ballot

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 Article BL VII - Conditions of Membership

Section 1. The assets of the Filipino-American Satiety shall be equally held by all of the voting
members who have paid dues during each fiscal year. The total assets shall be held collectively
and equally among the dues paying members who shall maintain control of these assets through
their voting power.

Section 2. By their membership each and every member of the FAS subscribes to the
principles, intent, content, ideals, and precepts put forth in the FAS Charter and Constitution.

Article BL VIII - Protection and Liability

This article is intended to protect members of the FAS who are acting in their official capacity or
by circumstance of their membership in the FAS from being open to lawsuit or recovery of
damages from other FAS members who may be incidentally injured or suffer property or other
loss or injury while attending FAS functions, events, meetings, activities, and the like, until such
time as incorporation of the FAS defines the liability of the organization.

By membership in the Filipino-American Society of Fort Wayne, each member shall save and
hold harmless any and all other FAS member(s), and each and every FAS officer serving on the
FAS Executive Board, FAS Advisory Board or in any other FAS official capacity, from liability
in the commission of any and all acts, deeds and the like by them as representatives, officials or
agents of the FAS, including the failure to act or commission of acts deemed negligent by any
FAS member or guest acting on behalf of the FAS, from any legal action or legal liability
whatever. The FAS member or guest agrees by his or her FAS membership represented by his or
her payment of dues, or by his or her attendance at any FAS function, event meeting, activity or
the like or whether attendance was as a guest or not, that he or she will not engage any other
FAS member or officer acting as a representative, official, or agent on behalf of the FAS, or
engage the FAS as an organization, in a lawsuit or in any legal action whatsoever as the result
of his or her injury or loss at a FAS function, event, meeting, activity or the like. All members
have separate individual responsibility and individual culpability at and in regard to any and all
FAS functions, events, meetings, activities and the like and are totally responsible for themselves
as individuals. By their membership, each FAS member isolates responsibility from the presiding
FAS officers for any responsibility, culpability, and liability whatever for any and all actions or
inactions made in their individual or collective FAS official capacities in regard to, toward, for,
or at each, any and every FAS function, event, meeting, activity or the like and acknowledges
that their own individual FAS participation makes each member an active and voluntary party to
any and all FAS functions, events, meetings, activities, and the like, equally as an individual for
which they accept total and personal responsibility which cannot be diminished by the FAS or its
officers in any way.

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The FAS may not be held liable for any reason whatsoever by any FAS member or guest
attending any FAS function, event, meeting, activity or the like or as the result of any other
person’s attendance at any FAS function, event, meeting, activity, or the like.

Any person associated with the FAS either as a guest or as a member may recover damages
suffered at any FAS function, event, meeting, activity, or the like only and exclusively through
and only to the extent of the insurance coverage which the FAS may buy as an organization, and
which each and every FAS member acknowledges and is a party to by circumstances of such
attendance, notwithstanding the following paragraph.

By circumstance of FAS membership, each member individually and severally waives all right of
recovery from FAS or its members/or any and all damages which may be suffered by them by
circumstance of their attendance at any FAS function, event, meeting, activity or the like.

Officers serving as elected members of the Advisory and Executive Boards accept no liability
either individually or collectively or severally for FAS functions, events, meetings, activities, and
the like at which attendance is under the control of the individual attending and for which each
membership is voluntary.

Each FAS member is individually responsible for his or her own safety, well being, and welfare
at each FAS function, event, meeting, activity and the like.

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