Constitution and Bylaws

Constitution and Bylaws (Amended 2019)

CONSTITUTION AND BYLAWS (CBL) OF THE UNIVERSITY OF THE PHILIPPINES ALUMNI ASSOCIATION – NEVADA (UPAAN)
Amended on Aug. 3, 2019

ARTICLE I. NAME, NATURE AND OBJECTIVES, PRINCIPAL OFFICE,
CORPORATE SEAL AND FISCAL YEAR

Section 1. Name
The name of this non-profit organization is the University of the Philippines Alumni Association - Nevada, aka UPAAN, hereinafter referred to as the Association.

Section 2. Nature and Objectives
UPAAN is a non-profit, non-partisan and non-sectarian organization. It is organized and operated exclusively for charitable, educational and cultural purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 (C) (3) of the Internal Revenue code.

No part of the activities of the Association shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the Association shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office. The Association shall not carry any activities that are not permitted to be carried by tax exempt organizations under section 501 (c) (3) of the Internal Revenue code.

The property of the Association is irrevocably dedicated to charitable purposes and no part of the net income or assets shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the Association, its assets remaining after payment, or provision for payment, of all debts and liabilities shall be distributed to a non-profit which is organized and operated exclusively for charitable purposes and which has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue Code.

Specifically, the objectives of the Association are as follows:

To provide help and resources to the University of the Philippines in support of its mission as a premier academic institution.

To provide leadership in fostering a bond of unity, fellowship and collaboration among alumni and organizations to achieve common goals.

To promote the development and advancement of intellectual, cultural, social and civic projects that benefit the University of the Philippines and the community at large in general.

To generate funds to support its charitable, educational and cultural activities under Internal Revenue Service guidelines on tax exempt organization.

Section 3. Registered Agent, Principal Office and Place of Business

The principal office location and mailing address of the Association shall be the address of its Nevada Registered Agent (RA). The state of Nevada requires every entity registered with the state to designate an RA to accept service of process and official mail. The Board of Directors shall appoint the RA for an indefinite period and shall delegate to the RA the filing of Annual List of Officers and Charitable Solicitation Registration Statement. The Board of Directors may also establish additional offices of the Association where needed.

Section 4. Corporate Seal

The Board of Directors may (but shall not be required to) adopt and use a corporate seal. Such seal, if adopted, shall be affixed to all corporate documents, but failure to affix the seal to any corporate instrument shall not affect the validity thereof.

Section 5. Fiscal Year

The fiscal year of the Association shall be the calendar year, beginning on the first day of January and ending on the 31st of December.

Article II. MEMBERSHIP

The Association will have 3 categories of membership: 1. Regular Members 2. Associate Members, and 3. Honorary Members. Any person of good moral character, a resident of Nevada at time of application, who qualifies to be a member of the Association shall be considered for membership. All applications for membership are subject to verification.

Section 1. Regular Members

Every person who is the holder of any diploma, title or certificate or who was a former regular student of the University of the Philippines, having earned at least sixty (60) academic units, and not having been dismissed for misconduct or scholastic deficiency shall be qualified to be a regular member. Every person who graduated from the UP Integrated School, UP Preparatory School, UP High School, UP Rural High School, UP Baguio High School, UP Cebu High School, and UP Visayas High School shall be qualified to be a regular member. Regular members shall pay the required membership dues in order to exercise membership rights. The amount of the membership dues shall be decided by the Board of Directors and reviewed periodically. A regular member may be suspended or expelled for conduct detrimental to the interest of the Association after due process and upon approval by a simple majority of the Board. Regular members who are not in the Board can attend meetings of the Association, be nominated to serve on the Board, receive communications from the Association, and receive invitations to attend various events held or participated by the Association. They may attend meetings of the Board, except closed Board meetings, and participate in discussions, but not vote.

Section 2. Associate Members

Every person who is not an alumnus of the University of the Philippines but who has evidenced particular interest in the welfare of UPAAN and the University, desires to associate himself/herself in the activities of UPAAN, shall be qualified to be an associate member upon recommendation of a regular member and upon approval by a simple majority of the Board. Associate members shall pay membership dues like regular members. Associate members shall have all the amenities and emoluments of membership, except to vote and hold office. Any associate member may be suspended or expelled for conduct detrimental to the interests of the Association after due process and upon approval by a simple majority of the Board.

Section 3. Honorary Members

Individuals who have made positive, beneficial, meaningful and documented contributions to UPAAN and/or the University shall be eligible for honorary membership. Honorary members must express interest in becoming an honorary member, must be recommended by a regular member and approved by a simple majority vote of the Board. Honorary members shall have all the amenities and emoluments of membership, except to vote and hold office. Honorary members’ membership dues are optional. Any Honorary member may be suspended or expelled for conduct detrimental to the interests of the Association after due process and upon approval by a simple majority of the Board.

ARTICLE III. GOVERNING BODY – BOARD OF DIRECTORS

Section 1. Function

The governing body of the Association shall be the Board of Directors, hereinafter called the Board. The Board serves both administrative and executive roles. The Board shall be the policy making body of the Association and shall have the following functions: exercise general control and management of the Association and set direction for the attainment of the objectives of the Association.

Section 2. Composition of the Board

The Board of Directors of the Association is composed of the following: President, Vice President, Secretary, Treasurer, Public Relations Officer (PRO), Auditor, Directors. In addition, the President may appoint an Assistant Vice President, Assistant Secretary, Assistant Treasurer, Assistant Public Relations Officer, Assistant Auditor, subject to Board approval. They will be members of the Board and have voting powers. The President, Vice President, Secretary, Treasurer, PRO and Auditors are elected at a general membership meeting every two years. Directors are not elected and come from the ranks of past presidents of the Association to provide continuity and guidance. Past Presidents of the Association including Past Presidents of UPAAA, provided they are Nevada residents and members of good standing of the Association, shall qualify to become Directors and must accept or decline the position.

Section 3. Terms of Office of the Board

The members of the Board shall hold office for a term of two (2) years and may be re-elected on the same position for another two-year term, except Directors who automatically qualify but must accept or reject the position. They shall commence their official duties on January 1st and shall end on December 31st when their term expires after 2 years. Vacancies shall be filled by the Board upon recommendation of the President.

Section 4. Meetings, Quorum and Attendance

The President shall call a meeting of the Board at least once a year and a general membership meeting at least once a year and shall preside over the meetings. At the President’s discretion, meetings may be held via physical presence, or teleconference or net meetings, or messaging, or twitter, or any acceptable electronic or digital communication, provided there is a quorum. All meetings shall be announced by any recognized form of communication by the Secretary, upon authorization of the President, at least one week prior to the scheduled date. Eight (8) Board members shall constitute a quorum for the transaction of business at any Board meeting and an affirmative vote of a simple majority shall carry a motion. Sixteen (16) members shall constitute a quorum for the transaction of business at any general membership meeting and an affirmative vote of a simple majority shall carry a motion.

Article IV. POWERS AND DUTIES OF BOARD MEMBERS

Section 1. President

Act as the Chief Executive Officer of the Association, and as such shall have active management of the operations of the Association, subject to the approval of the Board. Secure approval of the Board on Association plans, initiatives, activities, events, fund raisings, and expenses. Call meetings of the Board and of the general membership and to preside at such meetings. Appoint officers in case of vacancies, appoint additional officers needed by the Association, and create committees to perform specific functions, all subject to the approval of the Board. Perform all duties inherent in the Office and such other duties as may, from time to time, be agreed with the Board. Act as the Association’s official spokesperson. Act as liaison officer with respect to other UP Alumni Associations and other organizations.

Section 2. Vice President

Perform the duties of the President, upon approval by the Board, in the event of absence, or incapacity of the President to continue serving in the office. Perform such other duties as may, from time to time, be assigned by the President and by the Board.

Section 3. Secretary

Keep all written records of the proceedings of the meetings of the Board and the general membership. Send out Board and general meeting notices and other correspondences as directed by the President. Shall keep, maintain and update a roster of regular members, associate members and honorary members with their names, mailing addresses, emails and phone numbers. Shall keep, maintain and make available a current copy of the Association’s CBL. Discharge all other functions inherent in the position.

Section 4. Treasurer

Keep safely all funds of the Association. Disburse funds as authorized by the President. Collect and record membership dues and communicate same to the Secretary to update the membership roster. 4.Create and maintain budgets and systems to ensure financial solvency, oversight and accountability.
Submit financial statements at each Board meeting, general membership meeting, and at fiscal year-end. File the required annual tax return with the IRS.

Section 5. Auditor

Examine the books and accounts of the Association. Certify to their accuracy and correctness. Report immediately to the Board any discrepancy.

Section 6. Public Relations Officer (PRO)

Plan publicity strategies and campaigns in consultation with the President. Prepare and take charge of giving press releases and other media postings on the activities and projects of the Association. Maintain and update the Association’s website and social media page.

Section 7. Directors

Develop strategies, plan initiatives and establish direction to fulfill the objectives of the Association. Responsible for reviewing and proposing amendments to the Constitution and Bylaws to fulfill better the objectives of the Association. Serve as a council of elders and consultative body in the Association with voting privileges. Perform its fiduciary duties of care, loyalty and obedience to the law by adopting sound, ethical and legal governance and financial management policies and practices in the Association. Approve annual budgets and program of activities submitted by the President.

Section 8. Election of Officers

Election is every two years to coincide with the general membership annual meeting or at a special meeting called for this purpose. Election time is set by the President at a time convenient for the majority of members a few weeks before the start of the new term.

Any Board member can hold 2 or more positions if needed, but under no circumstance will the President and Treasurer be the same person and the Treasurer and Auditor be the same person.

Section 9. Removal from Office/Termination

Any member of the Board, including Directors, may be removed from office/position for the following grounds:

Inability to perform his/her duties as defined by the CBL. Inability to participate in Board meetings and discussions and inability to vote on Board resolutions and issues. Disruptive, unethical and unprofessional behavior that is detrimental to the success of the Association. Made Association-related decisions, transactions and activities that resulted in his/her personal gains (Section 10 below). Violated privacy and confidentiality of Association records (Section 11 below). Removal from office requires due process and simple majority approval by the Board at any duly noticed meeting, whenever, in the Board’s judgement, is in the best interest of the Association.

Section 10. Compensation and Conflict of Interests

No Board member shall be compensated, directly or indirectly, for whatever services rendered to the Association. No Board member shall reap personal gains and benefits resulting from his/her decision related to any Association transactions and activities.

Section 11. Privacy and Data Protection Laws and Confidentiality of Association

Data and Records
Privacy and data protection laws require all organizations which handle personal information to comply with privacy and disclosure regulations. As part of their fiduciary duty to the Association, Board members shall observe privacy and confidentiality of Association’s and individual members’ sensitive data, records, information and documents through various means including verbal, online, electronic, phone and paper. If evidence of continuous breach of privacy and confidentiality is observed or documented in any Board member, the Board shall institute ways to avoid future breaches and reprimand and/or remove the Board member after due process.

Article V – BOOKS, RECORDS AND FILE MAINTENANCE

The Association’s paper and electronic files, records, documents, financials and meeting minutes shall at a reasonable time be made available to the Board members for their review, provided the request is made within 72 hours and in writing.

The Association’s finances, books, records and files shall be kept in proper order by the respective officers in charge and turned over to the next officer before the beginning of the new term.

All paper and electronic files, records, documents, financials and meeting minutes shall be kept and maintained for a period of 8 years beyond the date of dissolution.

Article VI – STANDING AND SPECIAL COMMITTEES

The President may form such standing and special committees as may be deemed necessary for the proper functioning of the Association, including the appointment of the chair of the committee. The formation of the committees and the appointment of the chair shall be approved by the Board of Directors. The chairs of the standing and special committees shall prepare reports to be presented at the annual meeting or special meeting of the Board.

Standing committees may be formed specializing in the consideration of specific subject areas such as: Constitution and Bylaws, Finance and Nomination committees.

Special or ad-hoc committees on fundraising, investigative, cultural and sports events, media relations, etc., may be created and dissolved by the President upon completion of their functions and duties. They shall be automatically dissolved at the end of the term of the President.

Article VII -- AMENDMENTS

Amendments to the Constitution and Bylaws may be proposed in writing by any member of the Board at the annual or special meeting and shall be approved by two thirds vote of the Board. Amendments to the Constitution and Bylaws shall be disseminated to members and take effect immediately.

Article VIII – DISSOLUTION OF THE ASSOCIATION

Section 1. Vote for Dissolution

The Board shall be required to vote officially to dissolve the association and the appropriate notification forms to the State and Internal Revenue Service must be filed.

Section 2. Distribution of Assets

Federal law requires a tax-exempt charitable non-profit that is dissolving to distribute its remaining assets ONLY to another tax-exempt organization. No member shall be entitled to share in the distribution of any of the Association’s assets upon dissolution.

THE END

AMENDED BY THE UPAAN CONSTITUTION AND BYLAWS COMMITTEE, Las Vegas, NV, Aug. 3, 2019:

Isidro C. Dela Cruz, Chair
Luz S. Micabalo, Member
Ana Q. Parcon, Member
Ester A. Reyes, Member
Dorothy L. Tome, Member
Will Vicuna, Member

APPROVED BY THE UPAAN BOARD OF DIRECTORS, Las Vegas, NV, Aug. 3, 2019:

Dorothy L. Tome, President
Benjamina M. Casino, Vice President
Theresa Bellajaro, Treasurer
Julie Torremoro, PRO
Minerva Wimperis, Auditor
Kat Samson-Rogacion, Secretary
Romualdo Aragon, Jr., MD, Director
Isidro C. Dela Cruz, Director
Elizabeth Reyes Ilagan, Director
Luz S. Micabalo, Director
Ana Q. Parcon, Director
Ester A. Reyes, Director
Will Vicuna, Director