Article I – Identification
Section 1: Name. The name of the organization shall be the UNIVERSITY OF THE PHILIPPINES ALUMNI ASSOCIATION OF WISCONSIN, LTD., hereinafter referred to as the Association.
Section 2: Office. The principal office of the Association shall be the City of Milwaukee, County of Milwaukee, State of Wisconsin.
Article II – Purpose
The general purpose of this association is to operate exclusively for the charitable, scientific, literary or educational purposes, including but not limited to receiving contributions and paying them over to one or more organizations (other than organizations testing for public safety) described in Section 501 (c) (3), and exempt from taxation under Section 501 (a), of the Internal Revenue Code, as now in force or afterwards amended.
More specifically the purposes of the Association are as follows: 1) to provide a platform for intelligent discussions of national issues in the Philippines with a view to finding solutions to these issues; 2) to sponsor scholarship grants and other financial assistance for deserving students as the University of the Philippines; 3) to support charitable institutions as described in Section 501 (c) (3) of the Internal Revenue Code of 1954; 4) to conduct research studies that will benefit U. P. alumni in particular and Filipinos in America in general; and 5) to afford recognition to outstanding U.P. alumni with a view to being emulated by other members of the Association.
Article III – Membership
Section 1: Term and Classes. Individuals possessing the necessary qualifications may upon approval of the Association be admitted to membership in the Association in one of the following classes:
a) Regular Members. Individuals who are bona fide alumni of the University of the Philippines shall be eligible for Regular Membership. The rights and privileges of the Regular members include the right to vote and hold office in the Association.
b) Associate Members. Individuals who have been affiliated with the University of the Philippines and who have bona fide interest in the purposes of the Association shall be eligible for Associate membership. By the same token, spouses of regular members whose membership will further the purposes of the Association may be admitted as Associate Members upon meeting such requirements as may be prescribed in these By-laws. Associate Members shall have the right to vote but shall not be eligible to run for elective positions.
c) Student Members. Bona fide alumni of the University of the Philippines and who are presently full-time students in the United States shall be eligible for Student Membership.
d) Honorary Members. The Board of Directors may be by two-thirds (2/3) vote at any meeting as which a quorum is present, designate and elect Honorary Members of the Association outstanding individuals who have a bona fide interest in the purposes of the Association. Honorary members shall be entitled to privileges of membership except the right to vote and hold office. No more than two (2) Honorary Members shall be elected in any one year. No fees shall be charged Honorary Members.
e) Life Members. Life Members shall be conferred on any member of the Association who has rendered outstanding service and leadership to the Association. The Board of Directors shall nominate and two-thirds (2/3) of voting members shall approve the Life Membership. Only one (1) Life Member shall be elected in any one year. No fee shall be charged a Life Member.
f) At each meeting of members, each member of the Association who is in good standing shall have one vote. Only regular and student members may hold elective office.
Section 2: Annual Dues. Annual dues for the above classes of members shall be determined by a majority vote of voting members of the Board at a meeting where a quorum is present. They shall become payable as of 1st January of each year.
Section 3: Questions of Membership. A two-thirds (2/3) vote of the voting members present at any Board meeting at which a quorum is present shall resolve any question as to membership eligibility or status. The burden of proof shall rest with the applicant or member.
Article IV – Meeting of Members
Section 1: Annual Business Meeting. An annual meeting of the membership of the Association shall be held at such time and place as the Board of Directors may determine. Failure to hold an annual meeting shall not work any forfeiture or dissolution of the Association.
Section 2: Special Meetings. Special Meetings of the members may be called at any time by a majority of the voting members of the Board of Directors. Special meetings may also be called by the Secretary upon written petition of at least fifty percent (50%) of the voting members of the Association; such meetings shall be held within fifteen (15) days of call or receipt of request.
Section 3: Notice of Meeting. Notice of the time and place of each annual meeting shall be served upon each voting member of the Association by the Secretary unless such notice is waived in accordance with Article 5 (5.3) of the Articles of Incorporation. Notice of any special meeting shall specify its purpose.
Section 4: Quorum. One-third (1/3) of the voting members present at the annual or special meeting of the members shall constitute a quorum. Such quorum may, by majority vote of the members present, transact any business which may properly be brought before the meeting, except as otherwise provided by the statute, the Articles of Incorporation, or elsewhere in these By-laws.
Section 5: Presiding Officer. The President, or in his absence the President-elect, Secretary or Treasurer in the order named, shall preside as Chairman at all meetings of members. In the absence of said officers, the Chairman of the meeting shall be selected by a majority of the members present.
Section 6: Voting Eligibility. Every Regular, Associate, or Student member in good standing shall be entitled to one vote on any matter of the Association’s business to be acted upon by vote of the membership.
Article V – Election and Balloting
Section 1: Election Meeting. An election meeting shall be held in December of each year for the purpose of electing the members of the Board of Directors. Each voting member shall be notified by the Secretary of the time and place of the meeting.
Section 2: Eligibility. Each Regular, Associate, or Student member in good standing whose annual dues have been paid at least three (3) months immediately preceding the election shall be entitled to one vote in the elections.
Section 3: Mail Balloting. Members who may not be able to attend the election meeting shall be allowed to cast their ballots by mail in accordance with the procedures outlined in the following section.
Section 4: Election Procedures
a) No later than 1st November of each year the Election Committee shall prepare and submit to the Executive Board its list of nominees for the members of the Board of Directors.
b) The list of nominees in ballot form will be prepared and distributed to all voting members of the Association no later than the 10th day of November of each year.
c) Completed ballots, to be valid, must be received by the Election Committee no later than 1st December in the event they are mailed. Those who shall cast their ballots in person will do so on the day of the election.
d) No provision of these By-laws shall prevent any voting member of the Association in good standing from casting a write-in vote on an official ballot for any eligible member or members of the Association not selected by the Election Committee.
e) Completed returned ballots by mail shall be kept unopened by the Election Committee; they shall be opened along with the ballots cast in person on the day of the election in the presence of election inspectors.
Section 5: Elections
a) Votes Required. Each member of the Directors shall be elected on the basis of plurality of votes cast for that office.
b) Tie Votes. In the event of a tie with two or more candidates for the same office receiving the same number of votes, successive balloting shall be conducted until one candidate receives a plurality. Only members present on election day will vote to break ties; there will be no mail ballots.
Section 6: Election Inspectors. At least two (2) Election Inspectors representing opposing camps shall be appointed to serve during any election or proposal to be considered by ballot. Such inspectors shall be appointed by the Board of Directors prior to the election or balloting. If the Board fails to make such appointments or if any of the inspectors shall be unable or unwilling to serve, the President shall appoint inspectors.
Section 7: Referendum and Other Mail Balloting. The Board of Directors may submit any matter of the Association’s business to the general membership for resolution either by mail ballot or at a special meeting for that purpose.
Article VI – Board of Directors
Section 1: Number. There shall be twelve (12) elected members of the Board of Directors. In addition to the twelve members, the following officers who may or may not have been elected members of the Board shall constitute the Board: Secretary, Treasurer, Liaison Officer, and Public Relations Officer. Only elected members of the Board shall have the right to vote in any transaction of the Board although appointed members shall have the right to participate in Board deliberations.
Section 2: Qualifications. All candidates for the Board must be qualified Regular or Student members of the Association in good standing at the time of nomination or election. In the event the basis on which a member was originally determined to be eligible for membership is changed after his election or during his term of office, or if individual circumstances are deemed by the Board to seriously limit the participation of a Board Member in the affairs of the Association, such change or individual circumstance may be considered by the Board cause for disqualification as a member. A two-thirds (2/3) vote of the voting members of the Board may remove a disqualified member.
Section 3: Election – Term of Office. All elected members shall be chosen as provided in Article V of these By-Laws. The term of office of the members elected shall be three (3) years. Each elected member shall assume office until the expiration of his term or until death, resignation, or removal.
Section 4: Powers and Duties. The Board of Directors shall manage and control the property, business and affairs of the Association and in general exercise all powers of the Association not reserved to the members by statute or by the By-Laws of the Articles of Incorporation.
Section 5: Presiding Officer. The president shall preside at all meetings of the Board. However, he may delegate this responsibility to the president-elect or any other member of the Board in the event the president-elect is unavailable.
Section 6: Annual Board Meeting. The Board of Directors shall meet each year no later than 15th of January to choose the president-elect, members of the Standing Committees, as well as consider such other business as may properly be brought before the meeting.
Section 7: Special Meetings. Special meetings of the Board maybe called by the president, or in the case of his absence or disability, by the president-elect. A special meeting shall be called upon the written request of any four elected members of the Board to the Secretary; such a meeting shall be called within 15 days of receipt of request.Board
Section 8: Quorum. One-half (1/2) of the voting members of the Board of Directors shall constitute a quorum for the transaction of business, providing a presiding officer is present. The act of a majority of the members at which there is a quorum shall be the act of the Board.
Section 9: Vacancies. Vacancies in the Board shall be filled within 30 days after created, for the unexpired term, by the remaining members of the Board though less than a quorum, and each person so elected by the members who make such election at their next annual meeting or at any special meeting duly called for that purpose.
Article VII – Officers
Section 1: Number. There shall be the following officers of the Association: President, President-elect, Secretary, Treasurer, Liaison Officer, Public Relations Officer. The president and president-elect shall be elected from among the duly-elected members of the Board; the rest of the officers shall be appointed by the president with the concurrence of the Board.
Section 2: Qualifications. Candidates for the office of the president and president-elect shall be qualified Regular or Student members of the Association in good standing at the time of nomination or election and should have been duly elected members of the Board. In addition, to be elected president-elect, a duly elected Board member should have a least one year of unexpired term the following year so that by the time he assumes the presidency his official term as Board member shall not have expired. In the event the basis on which an officer was originally determined to be eligible for membership is changed after his election or appointment, or during his term of office, such change may be considered by the Board as cause of disqualification as an officer. A two thirds (2/3) vote of the voting members of the Board may remove a disqualified officer.
Section 3: Election – Term of Office. The duly-elected members of the Board, sitting en banc at the beginning of the year, shall elect from among themselves a president-elect who will assume the presidency in the following year. The president, with the concurrence of the Board, shall appoint the secretary, treasurer, liaison officer, public relations officer, and committee chairpersons. Each appointed officer and/or chairperson shall assume office on 1st January of the year appointed and shall hold office for one calendar year or until his death, resignation, or removal.
Article VIII – Duties of Officers
Section 1: President. The president shall be the chief executive officer of the Association. He shall serve as the presiding officer at meetings or the members and the Board of Directors. He shall have responsibility and supervision of the affairs and business of the Association. He shall perform such other duties as may be assigned to him by the Board. At the end of the fiscal year he shall submit a report to the members summarizing the activities and accomplishments of the Association during his term of office. In case of disability his duties shall devolve upon the president-elect pending cessation of such disability or until expiration of the term.
Section 2: President-elect. The president-elect shall understudy the position of the president until he succeeds to the presidency during the following year. He may at the request of the president perform any of the duties of the president. He shall have such other powers and perform such other duties as the Board or the president may assign to him.
Section 3: Secretary. The secretary shall be responsible for the preparation of a record of the proceedings of all meetings of the Board and of any other business meetings of the Association. He shall keep the records of the Association, issue calls and notices of meetings, perform such other duties as may be assigned by the president.
Section 4: Treasurer. The treasurer shall be responsible for the financial affairs of the Association. This responsibility shall include the preparation, interpretation and dissemination of periodic financial reports to the Board members. He shall receive and have custody of the funds of the Association, disburses them subject to the rules of the Board. He shall also perform such other duties as may be assigned by the president.
Section 5: Liaison Officer. The liaison officer shall be responsible for the legal obligations of the Association. He shall be the liaison between the Association and governmental agencies with which the Association may deal. He shall perform such other duties as may be assigned by the president.
Section 6: Public Relations Officer. The public relations officer shall be responsible for the dissemination of the activities of the Association. This responsibility shall include but not limited to the preparation of press releases, contacts with other media, publication of the Association’s newsletter and other duties as may be assigned by the president.
Article IX – Committee
Section 1: Standing Committees. There shall be the following standing committees in each case expressly authorized by and responsible to the Board having duties stated as follows:
a) Membership Committee. The membership committee shall be composed of at least three members selected by the president and approved by the Board. Its principal responsibility is to increase the membership of the Association.
b) Research and Seminars Committee. The R & S committee shall be composed of a least three members selected by the president and approved by the Board. Its principal responsibility is to conduct research studies in fulfillment of the research objective of the Association as well as to arrange for seminars to be sponsored by the Association.
c) Election Committee. The election committee shall be composed of three members selected by the president and approved by the Board. Its responsibility is the preparation of a list of nominees for the Board as well as the supervision of elections.
d) Audit Committee. The audit committee shall be composed of three members selected by the president and approved by the Board. It shall be empowered to investigate and review the financial condition of the Association annually, or at lesser intervals as it may deem necessary. It shall arrange for the examination and audit of the accounts of the Association for each fiscal year and shall report its findings to the Board. The Board in turn shall report its findings to the membership.
e) Value Our Heritage Committee. The value our heritage committee shall be composed of at least three members selected by the president and approved by the Board. Its principal responsibility is to instill our Filipino culture among our children especially for those born in this country, as well as to project the Filipino image in our society.
Section 2: Other Committees. In addition to the committees mentioned in Section 1 of this Article, other committees may be appointed by the president with the approval of the Board.
Article X – Parliamentary Procedure
All parliamentary procedure shall be governed by Robert’s Rules of Orders, Revised, unless otherwise specified in these By-laws.
Article XI – Amendments or Revision of By-Laws
The By-laws may be amended or revised by a two-thirds (2/3) affirmative vote or valid votes cast either by mail ballot or at a meeting called for the purpose.