CONSTITUTION AND BY-LAWS
HANDANG TUMULONG FOUNDATION, INC.
24-09 Cambridge Rd. Fair Lawn, NJ 07410
TABLE OF CONTENTS
ARTICLE I. NAME
ARTICLE II. PURPOSE
ARTICLE III NATURE OF THE ORGANIZATION
ARTICLE IV. MEMBERSHIP
ARTICLE V. OVERALL GOVERNANCE
ARTICLE VI. OFFICERS
ARTICLE VII. MEETINGS AND QUORUMS
ARTICLE VIII. NOMINATIONS AND ELECTIONS
ARTICLE IX. STANDING COMMITTEES
ARTICLE X. FISCAL YEAR
ARTICLE XI. RULES OF ORDER
ARTICLE XII. AMENDMENTS
ARTICLE XIII. DISSOLUTION
ADDENDUM I FOUNDING MEMBERS
ADDENDUM II FIRST BOARD OF TRUSTEES
HANDANG TUMULONG FOUNDATION, INC.
ARTICLE I. NAME
The name of the organization shall be known as the "HANDANG TUMULONG FOUNDATION, INC."; as a not for profit Organization duly incorporated under the laws of the State of New Jersey, and shall be referred to as "The Organization." The principal office of the Association shall be in the State of New Jersey.
ARTICLE II. PURPOSE
Section 1. The primary purpose of the Foundation shall be to raise funds for the needy in the Philippines, the USA and elsewhere around the world, especially the victims of natural disasters and catastrophes, in cooperation with the Philippine Consulate General in New York.
Section 2. The objectives of the organization are:
2.2.01. To conduct activities that will encourage the spirit of cooperation, goodwill and charity among its members and the community at large;
2.2.02. To encourage, promote, and conduct activities exclusively for charitable, literary, scientific and educational purposes provided for under Section 501 (c) (3)of the IRS Code;
2.2.03. To develop, initiate volunteerism , and render civic service to the community;
2.2.04. To engage in all lawful activities to obtain and solicit money or property, and to apply the interest income and principal thereof, either directly or indirectly, to activities exclusively for charitable, scientific, and educational purposes.
ARTICLE III. NATURE OF THE ORGANIZATION
Section 1. The Association shall be defined as a NOT-FOR-PROFIT
Corporation under Section 501(c) (3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law), and Title 15A:2-8 of the New Jersey Domestic Non-Profit Corporation Act.
Section 2. No part of the net earnings of the Foundation shall inure to the benefit of, or be distributable to, its members, trustees, officers, or other private persons, except that the Foundation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause thereof.
Section 3. No substantial part of the activities of the Foundation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Foundation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Foundation shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law)., or by a corporation, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Revenue Law).
Section 4. Overall Governance of this organization is entrusted to the Board of Trustees.
ARTICLE IV. MEMBERSHIP
Section 1. Categories of membership
4.1.01. Charter members
The charter members are the original ( founding) members of the Organization. To continue as a board member, he/she must be nominated by the Membership committee and be approved by the current Board. He/She must have paid the required annual membership dues on or before December 31st to be in good standing and be able to exercise membership rights.
4.1.02. Board Member.
The Board Members of the Organization shall be individuals whose ages are eighteen (18) years and above residing in the United States who have been nominated by the Membership Committee after due process. Such nomination could be solicited by the committee itself or through recommendation from any current Board member and duly approved by the current board. He/She must have paid the required annual membership dues on or before December 31st to exercise membership rights.
4.1.03. Honorary Members
The Honorary member is any person duly approved by the Board of Trustees, who by reason of exemplary service to the Organization , or the larger community, or exemplary civic consciousness, may be worthy of such membership, upon recommendation of any Board member in good standing. The honorary member shall have no right to vote, nor hold office in the Organization, except in an advisory capacity.
Section 2. Annual Membership Dues of the Organization may periodically be reviewed and adjusted by the Board of Trustees payable on or before December 31 of each calendar year to be in good standing and to be able to exercise membership rights.
Section 3. The Consul General of the Republic of the Philippines in New York shall be the Honorary Advisor.
Section 4. TERMINATION OF MEMBERSHIP
Any Board Member of the organization may be censured, suspended, or removed from the membership roster by a majority of the entire Board of Trustees after a hearing in a duly constituted meeting. Such member shall be provided a written notice of this proposed action by the Board of Trustees, by certified mail not less than thirty (30) days prior to the date of the meeting.
ARTICLE V. OVERALL GOVERNANCE
Section 1. BOARD OF TRUSTEES
The number of the Board of Trustees of the Organization shall be at least 9 and may be increased to a maximum of twenty five (25) at any fiscal year upon approval by the Board of Trustees. Board members shall be nominated by the membership committee and shall be approved by a majority vote of the entire board during its annual meeting.
Section 2. Each member of the Board shall serve for two (2) years.The Board Member can serve for no more than three consecutive terms.
Section 3. The Board of Trustees shall elect the officers of the Organization, as defined in ARTICLE VI of these By-Laws. The election of officers shall take place at the Annual Board Meeting immediately after the new members of the Board are approved.
Section 4. The Board of Trustees shall have the general management, control and direction of all the affairs of the Organization; shall formulate its policies; actively pursue objectives; and shall have the discretion and control of the disbursement of its funds.
Section 5. The Board shall meet quarterly, at a time and place designated by the President. It shall also meet for special meetings, upon call of the President, or four (4) of its members at such times and places as the President or the majority of its members may designate. All Board members are required to attend at least two (2) quarterly Board meetings and the Annual meeting.
Section 6. A majority of the Board shall constitute a quorum at any of its meetings.
Section 7. The Board of Trustees, after a hearing, may by majority of the total number of Trustees, censure, suspend or remove a Trustee for good cause shown, inclusive of, but not limited to, the following grounds:
a) Violation against the provisions of these By-Laws;
b) Dereliction of duties and responsibilities;
c) Conviction of a crime involving moral turpitude.
Section 8. Vacancies in the Board must be filled within thirty (30) days, after the vacancy (or vacancies) occurs. The Membership Committee shall recommend its replacement to the Board. Upon approval by the Board, the appointed Board member shall serve for the unexpired term.
ARTICLE VI. OFFICERS
Section 1. The officers of the Organization shall consist of the President, Vice-President for Internal Affairs, Vice-President for Community Relations,Treasurer, Secretary, Auditor, Technology Officer and a Public Relations Officer.
Section 2. The officers shall be elected to serve for one (1) year. The term of office shall begin at the close of the Board of Trustees meeting when they were elected. The Officer shall be eligible to serve for three (3 ) consecutive terms in the same office.
Section 3. No member shall hold more than one (1) office at a time.
Section 4. Vacancies in any of the principal offices must be filled within thirty (30( days) after the vacancy occurs. It may be filled for the balance of the term, by majority vote of the Trustees, at any regular or special meeting of the Board.
Section 5. PRESIDENT
6.5.01. The President shall preside at all of the meetings of the Board of Trustees and of the Executive Committee.
6.5.02. He/She shall also perform all other duties that are necessarily incidental to the office of President, or as may be prescribed by the Board of Trustees and the parliamentary authority adopted by the Organization.
6.5.03. The President may appoint vacancies in the Chairs of standing committees with the approval of the Board.
6.5.04. The President, subject to the approval of the Board, shall annually appoint the Chairperson of each standing or special committees as may be required by these by-laws, or as he/she may find necessary.
Section 6. VICE-PRESIDENT for Internal Affairs
The Vice-President for Internal Affairs shall perform the duties of the president as delegated by him/her, or in the event of his/her disability or absence from meetings.
Section 7. VICE-PRESIDENT for Community Relations
The Vice-President for Community Relations shall perform the duties of emissary for the Organization. He/She shall act as the principal liaison officer between the Organization and the community at large.
Section 8. TREASURER
The Treasurer shall have, under the direction of the President and the Board of Trustees, the care and custody of all the funds of the Organization. He/She shall keep accurate books of accounts, which at all reasonable times shall be open to the inspection of the Trustees. He/She shall render to the Board of Trustees, whenever they may require it, a statement(s) of the financial condition of the Foundation. He/she shall present to the Board of Trustees at the annual meeting, an audited report showing all the receipts and disbursements of the preceding fiscal year, and a statement of the assets and liabilities of the Organization. He/She shall make all the disbursements authorized by the Board and approved by the President. The Treasurer shall prepare the Annual Budget for the Organization and present it to the Board for approval.
Section 9. SECRETARY
The Secretary shall keep the minutes of the meetings of the Board of trustees and the Executive Committee. He/She shall perform such other duties as may be required of him/her by the President, or the Board of Trustees. Secretary shall issue a notice of all meetings as provided by these By-Laws
Section 10. AUDITOR
The Auditor shall conduct quarterly reviews of the financial records and transactions of the Organization in a manner as may be prescribed by the Board of Trustees. He/She shall submit the results of his/her reviews and present them to the Board of Trustees, as may be required by the Board.
Section 11. TECHNOLOGY OFFICER
The Technology Officer shall identify advice, advocate and formulate techniques for advancing electronic communications and development to enhance preparedness and response. He/She shall also consider and recommend digital media policies and procedures to ensure that the Organization’s mission and goals are served in short and long term planning and integration.
Section 12. PUBLIC RELATIONS OFFICER (P.R.O.)
The P.R.O. shall have the duty to conduct all the internal communications and public relations activities if the Organization, inclusive of, but not limited to, the publication of the Organization’s newsletter , news bulletins to the membership; correspondence with other associations and the community as a whole, with the exception of publicity requirements for specific, or special projects. The publicity activities required by these special projects, shall be the responsibility of the individual designated by the project chairperson, and may not have to be coursed through the P.R.O., or require his/her approval.
ARTICLE VII. MEETINGS AND QUORUMS
Section 1. Board Meetings
7.1. Annual Board meeting of the Organization shall be held on the second week of January, at such time and place as the Board of Trustees will designate.
7.2. The Board shall meet quarterly at a time and place designated by the President at such time and place as the President may designate.
7.3. Notice of all Board meetings shall be mailed by snail mail or electronic mail to each member indicating the time and place of the meeting at least two (2) weeks prior to the meeting.
7.4. A majority of the members of the Board of Trustees shall constitute a quorum at any meeting of the Board.
7.5. At all meetings of the Organization, each member in good standing present at the meeting, shall be entitled to one (1) vote on all questions that may arise.
Section 2. Special Board Meeting
Special Board meeting may be called upon the order of the President or by five (5) of its members at such times and places as the President or the majority of its members may designate.
Section 3. Committee Meetings
7.3.01. Each Standing committee of the Organization shall have a Chair and a Secretary. The committee secretary shall keep the minutes of the committee meetings. A copy of such minutes shall be transmitted to the Secretary and President of the Organization.
7.3.02. All standing and special committees shall hold at least one meeting each calendar year at the call of the committee chair,
7.3.03, A majority of the members of any standing or special committee of the organization shall constitute a quorum at any meetings of the committee.
ARTICLE VIII. NOMINATIONS AND ELECTIONS
Section 1. The Election Committee chairperson shall be appointed by the President with the approval by the Board of Trustees at
the first quarterly meeting of the Board
Section 2. The Election Committee shall submit a list of candidates for officers for Board of Trustees to the current Board thirty (30)
days prior to the annual Board Meeting at which the election shall be held.
Section 3: Voting shall be by all Board members in good standing present, during a duly constituted Annual Board meeting.
Attendance by proxies or voting by proxies will not be permitted.
Section 4. Any member in good standing shall be eligible for election to the officers of the Board, and shall be eligible for re-election.
Section 5. No serving ( current) officer of the Organization may sit as member of the Election Committee.
Section 7. A member in good standing may also be elected in absentia, with a letter of intent from the aforesaid member except for
the office of President.
Section 8. Any candidate for the office of President must have served as an officer or a Committee chairperson the year prior to
his/her candidacy.
ARTICLE IX. STANDING COMMITTEES
The Standing committees of the Organization are:
1. Executive Committee
2. Committee on Ways and Means
3. Community Service Committee
4. Constitution and By-Laws committee
5. Cultural and Social Committee
6. Education Committee
7. Election Committee
8. Membership Committee
9. Multi Media-Related Technology committee
10. Walkathon Committee
Section 1. EXECUTIVE COMMITTEE
The Executive Committee shall be composed of the officers and the chairpersons of the standing committees. This committee shall be the administrative body of the Organization during the interval between the Board of Trustees meetings.
Section 2. COMMITTEE ON WAYS AND MEANS
This committee shall have the function to plan and implement all fund-raising activities of the Organization as approved by the Board of Trustees.
Section 3 COMMUNITY SERVICE COMMITTEE
This committee shall plan, propose and implement projects approved by the Board, pertaining to services to the community.
Section 4. CONSTITUTION AND BY LAWS COMMITTEE
The Constitution and By-Laws committee shall consider Amendments to the Constitution and By-laws of the Organization , as may originate within the committee, referred from the Board of Trustees, or any other committee and to recommend disposition of such proposed amendments to the Board of Trustees.
Section 5. CULTURAL AND SOCIAL COMMITTEE
This committee shall plan, propose and implement projects approved by the Board to enhance camaraderie and unity among members, and to promote Filipino culture.
Section 6. EDUCATION COMMITTEE
It shall be the responsibility of this committee to plan, organize and manage Leadership Development Programs; as well as administer all special educational and training programs for members and the community at large, as approved by the Board of Trustees.
Section 7. ELECTION COMMITTEE
The Election Committee shall administer the nomination and election process for the members of the Board of Trustees. The committees shall submit a list of candidates to the Board of Trustees.
Section 8. MEMBERSHIP COMMITTEE
This committee will be tasked with the following responsibilities:
1) Initiate/implement programs for the continuous recruitment of potential board member.
2) Process all membership applications and enforce membership regulations;
3) Initiate collection and follow-up, and accept annual membership dues;
4) Remit membership dues collected to the Treasurer, with proper documentation and accounting, within seven (7) days from receipt of said collection.
Section 9. MULTI MEDIA-RELATED TECHNOLOGY COMMITTEE
This committee shall plan, propose and implement activities approved by the Board that will utilize latest internet, digital and print media to promote the mission and programs of the Organization.
Section 10. WALKATHON COMMITTEE
This committee is charged with the following responsibilities:
1) In coordination with various Filipino organizations,hold an annual walkathon to raise funds and promote awareness of physical wellbeing;
2) Plan, propose and coordinate the implementation of all activities related to the annual walkathon.
ARTICLE X. FISCAL YEAR
The Organization’s Calendar Year shall commence on January 1st of each year, and end on December 31th of the same year.
ARTICLE XI. RULES OF ORDER
The existing most recent edition of “Robert’s Rules of Order” shall govern all the proceedings and meetings of the Association the constituent parts, except as otherwise provided by these By-Laws.
ARTICLE XII. AMENDMENTS
Section 1. Any proposed amendment, as recommended by the Constitution and By-Laws Committee shall be reviewed and approved by the Board of Trustees for ratification.
Section 2. These By-Laws may be amended in whole or in part, by two-thirds (2/3) vote of all the Board members in good standing at any duly organized meeting of this Organization, provided that a copy of any amendment proposed shall be e-mailed or mailed to the members thirty (30) days prior to the date of the meeting.
ARTICLE XIII. DISSOLUTION
Upon the dissolution of this Association, assets shall be distributed for one (1) or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of, shall be disposed of by the Court of Common Pleas of the County in which the principal office of the Association is then located, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purpose.
Approved by the Board on June 29, 2012
Ratified on August 8, 2012
Submitted by:
Connie S. Uy, MD
Chairperson, Constitution and By –Laws Committee
Members:
Ledy Almadan
Mark Habana
Nelsie Parrado
Angelita Pena
Date: September 10, 2012
ADDENDUM I. FOUNDING MEMBERS
1. Ma. Efleda T. Almadin
2. Rogelio Alama
3. Carmelita Flores
4. Ellice Flores, MD
5. Mark Habana
6. Azucena Kaufman
7. Nimia Lacebal
8. Hector Magno
9. Nelsie T. Parrado
10. Steven A. Parrado
11. Angelita L. Pena
12. Avelina C. Pimo
13. Corazon Reyes
14. Rodrigo Rodriguez
15. Rosalinda M. Rupel
16. Troilan Santos