By-Laws
AMENDED BY-LAWS OF
AMERICAN WOMEN´S CLUB OF THE PHILIPPINES, INC.
(Revised August 2006)
We, the Members of the American Women´s Club of the Philippines, Inc., a non-profit, not stock, non-political, non-sectarian and non-partisan group organized to promote friendship in the American community and wishing to share in the cross-cultural benefits offered by the Republic of the Philippines and to assist in the welfare activities of the community, do dedicate ourselves to further these goals. This organization shall be known as the American Women´s Club of the Philippines, Inc., hereinafter referred to as the AWCP.
ARTICLE I
Membership
Section 1: Regular Membership
a. Regular membership: Regular membership shall be open to women who are citizens or wives of citizens of the Unites States of America who live in the Philippines. Membership shall be effective upon payment of established dues, submission of application and copy of valid U.S. passport. (As amended on August 14, 2006)
Section 2: Associate Membership
Associate membership shall be open to men who are citizens of the U.S. residing in the Philippines who are (a) single, or (b) married, but whose wife is not a member of the AWCP. Associate membership shall be effective upon payment of the established dues, submission of application and copy of valid U.S. passport. (As amended on August 14, 2006)
Section 3: Affiliate Membership
Affiliate membership shall be open to:
(1) Mothers and adult daughters of U.S. citizens residing in the Philippines;
(2) Expatriate women or wives of expatriates who work for a U.S. based entity;
(3) Women who are permanent resident aliens of the United States and are temporarily residing in the Philippines; and
(4) Non-American expatriate women who live in the Philippines on a non-permanent basis due to their job transfer or their spous´s job transfer. They do not have to be employed by a U.S. based entity.
Affiliate membership shall be effective upon the payment of established dues, and submission of application, letter from company of employment, copy of valid passport and approval by the Board of Directors. (As amended on August 14, 2006)
Section 4: Rights of Membership
All members shall have the following rights:
(1) To vote;
(2) To attend meetings and other functions of the Club;
(3) To avail of the services offered by the Club;
(4) To be eligible for appointed committee positions.
Affiliate members are not eligible to serve in an Executive Committee position. Only Regular members have the right to serve in an elected position. (As amended on August 14, 2006)
Section 5: Limits on Affiliate Membership
At no time shall the total number of Affiliate Members exceed 30% of the number of Regular Members of the AWCP. (As amended on August 14, 2006)
ARTICLE II
Government
Section 1: Governing Body
The AWCP shall be governed by a Board of Directors which consists of an Executive Committee and the Chairmen and Co-Chairmen of the Standing Committees.
Section 2: Board Policy
A Board Policy Manual shall specify the guidelines and procedures by which the Board of Directors determines policy, makes decisions and conducts business.
ARTICLE III
Executive Committee
The Executive Committee shall consist of the officers of the AWCP.
a. Elected officers: The following officers are elected: President, First Vice President, Second Vice President, Third Vice President, Recording Secretary, Corresponding Secretary, Treasurer, Assistant Treasurer, and Historian.
b. Honorary positions: The following officers hold honorary positions on the Executive Committee:
1. Honorary President: The wife of the Senior Government Representative of the United States of America shall be invited to serve as the Honorary President. She may attend meetings as a non-voting advisor.
2. Ex-Officio: The immediate past President shall serve as an advisory member ex-officio. She shall have the right to attend all meetings as a non-voting advisor. She shall act as Parliamentarian for AWCP meetings. In the event that the immediate past President is unable to serve as Ex-Officio, this position shall be filled in the following order: The immediate past First Vice President, past Second Vice President, past Third Vice President, past Recording Secretary, past Corresponding Secretary, Past Treasurer, past Assistant Treasurer, past Historian.
c. Term: Officers shall serve for a term of one (1) year.
Section 2: Duties of the Executive Committee
The following duties shall be the responsibility of the Executive Committee:
a. To assist the President in the selection of the Chairman and Co-Chairman of the Standing Committees.
b. To assist the President in the nomination of replacements to fill vacancies on the Board of Directors.
c. To assist the President in the selection of members of any special committees.
d. To serve in an advisory capacity when called upon by the President to do so.
Section 3: Duties of the Elected Officers
Elected officers shall be required to attend all Board Meetings, General Membership meetings and any other special meetings so deemed by the President. Each officer is to review annually and revise as necessary the procedures and guidelines for her office in the Board Policy Manual. Other duties, specific to the office shall be:
a. President: The President shall prepare an agenda for and preside at all official meetings of the AWCP. She shall serve as an ex-officio member of all AWCP committees and be the official representative of the AWCP to other organization.
b. The First Vice President shall serve as the AWCP representative in the Community Action Network, and in the Federation of American Women´s Clubs Overseas. She shall assume the duties of the President in her absence, and she shall assume such other duties as delegated to her by the President.
c. Second Vice President: The Second Vice President shall serve as the Program Chairman of the General membership meetings. She shall assume the duties of the President in the absence of the President and First Vice President, and shall assume such other duties as delegated to her by the President.
d. The Third Vice President shall serve as the coordinator and manager of AWCP office operations. She shall assume the duties of the President in the absence of the President, First Vice President, and Second Vice President, and she shall assume such other duties as delegated to her by the President.
e. Recording Secretary: The Recording Secretary shall prepare Minutes of the proceedings of all official AWCP meetings and maintain a file of the Minutes. She shall assume the duties of the Corresponding Secretary in her absence and such other duties as delegated to her by the President.
f. The Corresponding Secretary shall handle all correspondence delegated to her by the President. She shall be responsible for all general AWCP publicity. She shall assume the duties of the Recording Secretary in her absence and such other duties as delegated to her by the President;
g. Treasurer: The Treasurer shall be the custodian of the funds of the AWCP and shall be responsible for the collection of all monies. She shall make payments or cause authorized payments to be made, keep accurate accounts, present regular reports and an annual financial statement to the membership. The Treasurer shall have custodian of all AWCP papers not specifically under the charge of another office. She shall assume such other duties as delegated to her by the President.
h. Assistant Treasurer: The Assistant Treasurer shall share the responsibilities of the Treasurer, assuming such duties as requested by the Treasurer, as well as such other duties as delegated to her by the President.
i. The Historian shall prepare a Yearbook that records all activities involving the AWCP during the year. She shall assume other duties as delegated to her by the President.
ARTICLE IV
Standing Committees
Section 1: Purpose
Standing Committees shall be formed for the purpose of carrying out the activities and functions of the AWCP.
Section 2: Appointment
The Chairmen and Co-Chairmen of the standing Committees shall be appointed by the President, with the assistance of the Executive Committee. Each shall serve for a period of one (1) year or to fill out an unexpired term. Each Committee is entitled to two votes in meetings of the Board of Directors.
Section 3: Duties
The following duties shall be the responsibility of the Standing Committee Chairmen and Co-Chairmen:
a. To establish and implement the procedures and guidelines for their Committee in accordance with the Board Policy Manual.
b. To review annually and revise as necessary the procedures and guidelines for their Committee in the Board Policy Manual.
c. To attend all Board of Directors meetings, General Membership meetings, and special meetings so deemed necessary by the President.
d. To submit regular reports to the President and multiple copies of an annual report.
Section 4: Activities of Standing Committees
The following activities may be organized by Standing Committees. It is possible that not all Committees will be active every year. Ad hoc committees may be added as needed, in accordance with the Board Policy Manual.
a. Bazaar: Manage the activities related to the Bazaar.
b. Blood Donor List: Coordinate the activities of the Blood Donors Program.
c. Community Services: Coordinate volunteer services and financial grants to public and private institutes.
d. Domestic Registry: Provide a venue for the community to interview domestic helpers.
e. Hospitality: Offer continuing hospitality to newcomers and members.
f. Interest Groups: Coordinate classes and recreational activities.
g. Membership: Recruit new members, process and maintain membership records, coordinate the activities of the Blood List.
h. Publications: Direct the production of the AWCP´s official publications.
i. Special Events: Plan and implement special activities for fund raising and/or social purposes.
j. Tours: Organize a program of tours for AWCP members and the community.
k. Youth Activities: Coordinate special activities for the children and young adults of AWCP members.
ARTICLE V
Finance Committee
Section 1: Purpose
The Finance Committee shall be formed to review the financial position of the AWCP and to recommend financial policies to the Board of Directors. It will also propose the annual budget to the Board of Directors.
Section 2: Appointment
The members of the Finance Committee shall include the: President, Treasurer, Assistant Treasurer, Ex-Officio, and one member-at-large who shall be appointed by the President.
Section 3: Duties
The following duties shall be the responsibility of the Finance Committee:
a. To establish, implement and review annually as necessary the procedures and guidelines for their Committee in accordance with the Board Policy Manual.
b. To review and propose the annual budget based on requirements supplied by the Board.
c. To establish and regularly review long and short-term investment policy, minimum financial reserves and other financial policies that would affect the club´s financial standing.
d. To propose changes in financial policies for Board approval.
e. To keep the Board informed of any developments that would substantially affect the club´s financial standing.
f. To assist the Treasurers in preparing a year-end financial report.
ARTICLE VI
Meetings
Section 1: Board of Directors Meetings
The Board of Directors shall meeting regularly to conduct business and determine AWCP policy.
Section 2: General Membership Meetings
General Membership meetings shall be held regularly at a time and at a location determined by the Board of Directors. A Notice of the meeting shall be given in advance.
Section 3: Annual General Meeting
The Annual General Meeting (AGM) shall be held in February on a date and at a location determined by the Board of Directors. A Notice of the meeting shall be published in advance.
Section 4: Special Meetings
Special meetings may be called at any time by the President, or by any member, upon written request by at least six (6) Regular Members of the AWCP. The time and location of the meeting shall be determined by the Board of Directors and a notice shall be given in advance.
Section 5: Cancelled Meetings
When emergency conditions or other extenuating circumstances prevail, AWCP meetings may be postponed or cancelled.
Section 6: Authority
Robert´s Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered in the By-Laws.
ARTICLE VII
Quorum
Section 1: Requirements for Quorum
a. General Membership Meetings A quorum at all meetings of the AWCP shall be at least ten percent (10%) of the Regular Members, of whom at least six (6), shall be members of the Board of Directors, unless a higher proportion is required by-law.
b. Board of Directors A quorum of the Board of Directors shall be a majority of the Board.
c. Executive Committee Meetings A quorum of the Executive Committee shall be a majority of the Committee.
Section 2: Requirements to Approve Motions
In order to approve motions or conduct elections at any AWCP meeting, a majority vote of the quorum is required.
ARTICLE VIII
Nomination and Election of Officers
Section 1: Nominating Committee
A Nominating Committee and its Chairman shall be appointed by the President no later than the first week in October. The Committee shall number at least five (5) Regular Members and shall be representative of the various sectors of the membership. The incumbent President may serve on the Committee. Members of the Nominating Committee are not eligible to be candidates for an elected office.
Section 2: Slate
The Nominating Committee shall announce a slate with one or more candidates for each office at the November General Membership meeting. Nominations from the floor, with the prior written consent of the nominee, shall in order at the November and December General Membership meetings. The slate of candidates shall be published for two (2) consecutive months preceding the election in one of the AWCP´s official publications.
Section 3: Elections
Elections shall be held at the December General Membership meeting. If only once candidate is nominated to fill a position, the election shall be by acclamation. If there is more than one candidate for a position, the election shall be by ballot.
Section 4: Installation
Installation of officers shall take place in February.
Section 5: Vacancies on the Board
a. Resignations: A Board member may submit a written resignation to the President at any time during the member´s term of office. Additionally, a Board member who misses three (3) consecutive Board of Directors Meeting without a valid reason may be asked to resign.
b. The President shall recommend a replacement, with the assistance of the Executive Committee, and which shall be confirmed by the vote of the rest of the members of the Board of Directors, if constituting a quorum. If there is not a quorum, the vacancy shall be filled by the members in a regular or a special meeting called for that purpose.
c. Vacancies in the Presidency: In the event the office of the President shall become vacant, the next elected Vice President shall serve as President for the remainder of the unexpired term. If all three Vice President are appointed and not elected, the membership shall elect a new President, who has been nominated by a majority vote of the Executive Committee.
ARTICLE IX
Section 1: Fiscal Year
The fiscal year of the AWCP shall be from March 1 through the last day of February, inclusive.
Section 2: Funds
Funds shall be derived from annual membership dues, admissions and other fees, donations and/or gifts and special fund raising efforts. Dues shall be set by the Board of Directors with the approval of the membership.
Section 3: Expenditures
Any unbudgeted expenditures over an annually stipulated sum must be approved by a majority of the members present in a Board of Directors meeting.
Section 4: Audit
The financial records of the AWCP shall be closed on the last day of February and shall be submitted for audit to an independent auditor.
Section 5: Liability
No member may be held responsible for repayment of AWCP funds and/or replacement of property should either disappear through theft and/or fire.
Section 6: Dissolution of the AWCP
In the event of dissolution of the AWCP, at no time shall any of the AWCP´s assets be distributed to any individual member. Assets owned by the AWCP will be distributed to an organization(s) similar to the AWCP, or to community service organizations as determined by the Board of Directors.
ARTICLE X
Corporate Seal
The AWCP may adopt a corporate seal which shall be in such form and design as may be determined by the Board.
ARTICLE XI
Amending the By-Laws
Section 1: Amendments
These by-laws, or any provision thereof, maybe amended or repealed by a majority vote of the members and by majority vote of the Trustees at any regular or special meeting duly held for the purpose.
Section 2: Amendments Proposed by Members
Members may propose changes and/or amendments to the By-Laws by presenting them in writing to the Board of Directors with the signatures of at least ten percent (10%) of the membership.
Section 3: Adoption of Amendments
After approval by the Board of Directors, proposed changes and/or amendments shall be presented to the membership at the next two (2) consecutive General Membership meetings and distributed with one of the AWCP´s official publications. Proposed changes must be highlighted or otherwise indicated in the written presentation. A quorum must be present at the second meeting for the vote to be valid.
WITNESS OUR HANDS this 7th day of January 2002 at Makati City.
(Sgd.) STEPHANIE A. BENDER KITZ (Sgd.) AURORA McALLISTER
(Sgd.) R. LEE ANN REIGRUT (Sgd.) MERY MONTGOMERY
(Sgd.) PAMELA W. PROCTOR (Sgd.) JILL GETZAN
(Sgd.) CAROL P. BOLLENBACK
