By-Laws

BY-LAWS  California and Oregon


BY-LAWS OF THE

FEDERATION OF PHILIPPINE AMERICAN CHAMBERS OF COMMERCE


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 ARTICLE 1


NAME AND PURPOSE


Section 1. NAME. This organization - shall be known as the "Federation of Philippine American Chambers of Commerce" herein referred to as the "Federation".


Section 2. LOCATION. The registered office of the corporation shall be 5424 N. Michigan Avenue, Portland, Oregon 97217.


Section 3. PURPOSE. Federation is incorporated as a national public benefit corporation pursuant to the requirements of ORS Chapter 65 for nonprofit corporations in Oregon, as well as within the meaning of section 501©(3) of the Internal Revenue Code, and any future tax code and its duration shall be perpetual.  Federation is organized exclusively to ease the burden of government by assisting state agencies which are unfunded or underfunded. The purposes of the FPACC shall be to teach capitalism and expand access to capitalization, technical support, procurement opportunities, effective networking, and sharing information for Filipino American owned businesses and other minority owned businesses.  The FPACC is nonprofit, nonpartisan and nonsectarian and abides by the rules set forth via 501 ( C) ( 3 ) classification.


 ARTICLE II


MEMBERSHIP


Section 1 ELIGIBILITY AND APPLICATION FOR MEMBERSHIP. All legally registered Philippine/Filipino American Chambers of Commerce, trade or associations with dues paying members interested in the purposes of the Federation are eligible as members. Each Chamber shall apply by a written application form approved by the Board of Directors. The Board shall have the authority to approve each membership application. Upon Board approval of an application for membership, such Chamber agrees to comply with the Articles of incorporation, by-laws and any amendments thereof.


Section 2. MEMBER IN GOOD STANDING. A member in good standing refers to a member who has paid all annual membership dues and any additional assessment as specified from time to time by the Board of Directors.


Section 3. MEMBERSHIP CATEGORY. All members in good standing shall be categorized as voting members.  Membership category includes:


Chambers of Commerce

Business organizations or associations

Individual businesses or professionals

Nonprofit organizations

Citizens wanting to join the FPACC

Section 4. MEMBERSHIP ENTITLEMENT. All members in good standing shall be entitled to:


equal representations in number of members on the Board of Directors;

equal representations in number of official delegates;

membership in any Committee as specified in these by-laws;

publications, services, benefits, or programs organized for all members of the Federation as determined by the Board, except those which may require subscriber or special fees as determined as determined by the Board.

attendance at any annual, regular or special meeting of the official delegates or the national conference and to have floor rights at such meetings or conference, subject to the rules of such meetings or conference: and

any additional rights authorized by the Board of Directors.

Section 5. MEMBERSHIP TERMINATION - Termination of membership may occur due to one or more of the following reasons:


written resignation by the member;

failure to pay annual dues after ninety (90) days from the date on which dues are payable; reasonable notice of default in the payment of dues shall be given prior to the completion of the ninety (90) day period; the Board may extend the time set forth in this section for good cause; or

by a one-third (1/3) vote of the Board of Directors for cause, including but not limited to conduct unbecoming a member, in breach of the by-laws, or prejudicial to the aims or repute of the Federation, proper notice and opportunity for a herein shall be afforded the member under review.

 ARTICLE III


MEMBERSHIP DUES


 Membership dues shall be payable on an annual basis on the anniversary admission date of the member or on a date designated from time to time by the Board of Directors.


 ARTICLE IV


OFFICIAL DELEGATES


Section 1. FUNCTION. The delegates shall act as representatives of each member in good standing at all activities of the Federation and shall have such rights and responsibilities as determined by the board.


Section 2. COMPOSITIONS AND TERM. The delegates shall be composed of five (5) representatives from each member in good standing, one (1) of which shall sit on the Federation Board of Directors. Each delegate shall serve a two (2) year term or until his/her successor has been chosen. No term limits shall exist.


Section 3. MEETINGS. The delegates shall hold an annual meeting which shall coincide with the annual Board of Directors meeting. The Federation President shall preside at delegate meetings. At the suggestion of a majority of delegates and upon approval of the Board of Directors, the delegates may hold additional regular or special meetings. Proper notice of annual, regular, and special meetings shall be afforded at least three (3) months, one (1) month, and two (2) weeks respectively prior to said meetings. Written notice is required for annual and regular meetings. The President, with the Board approval, shall designate the meeting time and/or location.


Section 4. VOTING. Each delegate shall be entitled to one vote for each officer position at Federation Officer elections and shall vote on any issues brought before the delegates as determined by the Board. Proxy votes will be allowed.


Section 5. LISTING REPORT. The president of each member in good standing shall specify and report to the Executive Vice President a list of the five (5) delegates upon selection at least three (3) months prior to the annual meeting of the delegates, or at a time as set by the Board.


 


ARTICLE V


BOARD OF DIRECTORS


Section 1. GENERAL POWERS. The affairs of the Federation shall be managed by its Board of Directors, all the member of which must be members in good standing of the Federation.


Section 2. NUMBER, TENURE AND COMPOSITION. The Federation Board of Directors shall be composed of one (1) representative from each member in good standing. The member shall designate their representative from its pool of five (5) delegates to act as Federation Board member. Each Board member shall hold at least current active officer or director status within the member chamber. Each Board member shall serve a two (2) year term, or until his/her successor has been chosen, and shall not simultaneously hold a Federation Officer position. The term of office shall commence upon their election or appointment, or a time prescribed by the Board. No term limits shall exist.


Section 3. MEETINGS. The President shall preside at each meeting of the Board.


A. Annual meeting: An annual meeting shall be held each spring in conjunction with or prior to the National Conference, or on such date, time and location as determined by the Board. Written notice thereof shall be given at least three (3) months prior to said meeting.


B. Regular meetings: The board may call additional regular meetings as it deems necessary but shall at least meet once every six (6) months. Written Notice thereof shall be afforded at least one (1) month prior to said meeting. Regular meetings shall be held at a location duly designated by the Board.


C. Special meetings: The President or the Board may call a special meeting as deemed necessary. Proper notice shall be given at least two (2) weeks in advance thereof.


Section 4. MANNER OF ACTING. One third (1/3) of the members of the Board shall constitute a quorum for purposes of Board action. Board action occurs up a majority vote at a meeting at which a quorum is present. Board members may vote at a special telephone conference call or other electronic media or communication. Board action may be taken without a meeting when a written "consent to action in lieu of meeting" is signed by each Board member. Proxy votes are not allowed.


Section 5. VACANCY. Each member in good standing shall have the right to fill its representative position on the Board should a vacancy occur voluntarily or involuntarily.


Section 6. ABSENCE. Directors unable to attend a meeting of the Board shall advise the Secretary verbally or in writing at least one day before the meeting, stating the cause of their inability to attend. The absence of a director for three consecutive meetings, without justifiable cause, will result in his/her automatic removal from the Board.


Section 7. REMOVAL OF BOARD MEMBERS. Any one or more Board members may be removed either with or without cause at any time by vote of two-thirds of the Board at a meeting called for that purpose. Each member in good standing shall have the right to remove its representative on the Board with or without cause.


Section  8. NO INTEREST IN ASSETS. No director shall possess any property rights in or to the property of the Federation. In the event of the Federation owns or holds any property upon its winding up, after paying for or adequately providing for it's debts and obligations, the directors shall dispose of the remaining property in accordance with the articles of the Federation.


Section 9. COMPENSATION. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, may be allowed for attendance at such regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefore.


Section 10. INDEMNIFICATION. Federation shall provide indemnification for any and all its Board of Directors consistent with ORS.65.387 to 65.414.


ARTICLE VI


OFFICERS


Section 1. OFFICERS, ELECTION AND TERM. The officers of the Federation shall consist of a President, an Executive Vice President, two or more Vice Presidents, a Secretary and a Treasurer. Each officer shall serve a two (2) year term or until his/her successor has been selected. No term limits shall exist.


Section 2. PRESIDENT. The president shall be the chief executive officer of the Federation and shall have general supervision and control over the Federation and the management of its affairs subject to the control of the Board. The President or such other officers as the board may designate, shall sign all documents pertaining to the business of the Federation. The President shall preside at all Board and Delegate meetings and, present to the general annual meeting a report of the operations and activities of the Federation for the preceding year and attest to the minutes of all meetings. He/She, may sign, with the Secretary or any other proper officer of the Federation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Federation; and in general he/she shall perform all duties incident to the office of President such other duties as may be prescribed by the Board of Directors from time to time.


Section 3. EXECUTIVE VICE PRESIDENT. The Executive Vice President shall perform the duties of the President in the event of his/her inability to act and shall have all powers of and be subject to all restrictions of the president. He/She shall perform other duties as prescribed by the Board of Directors from time to time.


Section 4. VICE PRESIDENTS. The Vice Presidents shall have such powers and perform such duties as the President or the Board may prescribe. In case of the absence or disability of the president and Executive Vice President, the Vice Presidents in the order of their seniority and as designated by the President or Board, shall perform the duties of the office of the President. Each Vice President shall chair its respective committee as so determined by the Board. The Vice Presidents shall have the supervisory power over their committee and shall treat their committee as a cabinet entity so long as the President or Board approves. The Vice President positions, excluding that of the Executive Vice President include, but are not limited to the following committees:


Vice President of Governmental Affairs.

Vice President of Membership.

Vice President of Programs.

Vice President of Public Relations.

Vice President of Global Communications Systems.

Vice President of Finance.

Vice President of Business Development.

Vice President of Trade and Investment.

Vice President of Tourism.

Vice President of National Conference.

 Section 5. SECRETARY. The Secretary shall keep the minutes of the meetings of the members and of the board of Directors in one or more books provided for that purpose; see that all notices are fully given in accordance with the provisions of these by-laws or as required by law; be custodian of the records and the seal of the Federation and see that said seal, if any, is affixed to all documents, the execution of which on behalf of the Federation under its seal is duly authorized in accordance with the provisions of this by-laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of secretary such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. The Secretary must be accessible and available to the President at all times.


Section 6. TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/She shall have charge of the custody of and be responsible for the books of account (including an inventory of all property of the Federation) and all funds and securities of the Federation; collect, receive and give receipts for moneys due and payable to the Chamber from any source whatsoever; submit an annual report to the members after the close of each fiscal year, and such interim reports as the Board of Directors may prescribe; keep and record funds received for the special purposes in special accounts, which shall not be disbursed except for such purposes; and deposit all such moneys in the name of the Chamber in such banks, trust companies, or other depositories as shall be selected in accordance with the Articles of these by-laws; and in general perform all the duties incident to the office of the treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.


Section 7. ELIGIBILITY OF OFFICERS. All current officers or members who are active in Federation activities and are able to uphold the responsibilities of office are eligible as Federation officers.


Section 8. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Chamber would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer removed.


Section 9. EXECUTIVE DIRECTOR. The President may appoint an Executive Director who shall have the authority, as designated by and under the direction of the President and Board, to assist the officers, conduct the general business of the Federation, including but not limited to general Federation activities, Board and Delegate meetings, activities of committees, and providing notice as requested by the Secretary. This may be a paid full-time position.


Section 10. LEGAL COUNSEL. The officers and/or Board may appoint legal counsel to act as general counsel for the Federation to provide legal services and advice to the Federation and its members as determined by the President of the Board.


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ARTICLE VII


NATIONAL CONFERENCE


Section 1. DATE AND HOST(S). A National conference shall be held annually in the Spring or at any other designated date as the Board deems appropriate and shall coincide with the annual meetings of the Board and Delegates. The National Conference may be hosted by one or more members chosen through a selection process one year prior to the Conference date. The Board shall choose the most qualified member(s) as Host(s) form three (3) finalists determined through a selection process conducted by the National Conference Committee. The Host(s) shall be the co-chair(s) of the Conference with the local Host as chair.


Section 2. SELECTION PROCESS. The National Conference Committee, headed by the Federation Vice President for National conference shall recommend an equitable selection process to be approved by the Board. At minimum, the member shall submit a written proposal at the annual meeting of the Board prior to the Conference year.


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ARTICLE VIII


STANDING COMMITTEES


Section 1. NATIONAL CONFERENCE. The National Conference Committee shall establish and conduct a selection process for Conference Hosts and shall nominate three (3) finalists to the Board. This Committee shall assist to organize and oversee the National Conference in conjunction with the member Host(s) and shall have such other duties and powers incidental thereto as determined by the Board.


Section 2. GOVERNMENTAL AFFAIRS. The Governmental Affairs Committee shall act as the liaison between the Federation and various government agencies in matters pertaining to policies or otherwise affecting business and commerce of the members. This Committee shall be chaired by the Vice President of Governmental Affairs and shall have such other duties and powers incidental thereto as determined by the Board.


Section 3. NOMINATIONS. The Nominations Committee shall determine and recommend officer candidates to the delegates for a vote. The delegates, with Board approval shall determine the Chair of the Nomination Committee who shall have such other duties and powers incidental thereto as determined by the Board.


Section 4. MEMBERSHIP. The Membership Committee shall process membership applications and send out appropriate membership notifications and confirmations. This Committee shall retain and augment current Federation membership, encourage and target future and potential Federation members, maintain and update membership lists and data, and shall have such other duties and powers incidental thereto as determined by the Board.


Section 5. PROGRAMS. The Programs Committee shall be responsible for the organization and implementation of Federation programs, seminars, publications, and shall have such other duties and powers incidental thereto as determined by the Board.


Section 6. GLOBAL COMMUNICATIONS SYSTEMS. The Information Systems Committee shall compile, update, and maintain all membership data and general trade or commercial information for business prospect purposes. The Committee shall maintain and process all electronic mail or other electronically or computer generated information for utilization by Federation members and shall have such other duties and powers incidental thereto as determined by the Board.


Section 7. FINANCE. The finance committee shall raise funds and assist to establish means to raise revenues for the Federation and shall have such other duties and powers incidental thereto as determined by the Board.


Section 8. BUSINESS DEVELOPMENT. The Business Development Committee shall be responsible for the development of market-based sponsorships of Communications Systems via Advertisements and endorsements from US Companies selling to the American, Asian, and European Markets; Philippine Companies selling to US, Asian and European Markets; Philippine American Companies selling to all Markets. The Committee shall have such other duties and powers incidental thereto as determined by the Board.


Section 9. TRADE AND INVESTMENT. The Trade and Investment Committee shall develop, coordinate and organize a fact-finding mission for members of the Federation to the Philippines, particularly in the areas where sister chamber relationships can be fostered or where such relationships can be useful. The Committee shall have such other duties and powers incidental thereto as determined by the Board.


Section 10. PUBLIC RELATIONS. The Public Relations Committee shall be responsible for the promotion of the Federation. The Committee shall prepare a calendar of events for the Federations and disseminate information to the members. The Committee shall have such other duties and powers incidental thereto as determined by the Board.


Section 11. CHAIRMAN. The chairman of each committee shall be the elected Vice President for that committee.


Section 12. TERM OF OFFICE. Each member of a committee shall continue as such until his/her successor is appointed, unless the committee shall be terminated sooner, or unless such member is removed from such committee, or unless such member shall cease to qualify as member thereof.


Section 13. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as preceeded in the case of the original appointments.


Section 14. QUORUM. Unless otherwise provided in the resolution of the Board of Directors designation a committee, a majority of the whole committee shall constitute a meeting and the act of the majority of the members at which a quorum is present shall be the act of the committee.


Section 15. RULES. Each committee may adopt rules for its own governance not inconsistent with these by-laws or with rules adopted by the Board of Directors.


ARTICLE IX


FISCAL YEAR


The fiscal year of the Federation shall be the calendar year or as determined by the Board.


  


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ARTICLE X


CONTRACTS, CHECKS, DEPOSITS, AND FUNDS


Section 1. CONTRACTS. The Board of Directors may authorize any officers, agent or agents of the Chamber, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Federation, and such authority may be general or confined to specific instances.


Section 2. CHECKS, DRAFTS, ETC. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Federation, shall be signed by such officer or officers, agent or agents of the Federation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence determination by the Board of Directors, such instruments shall be signed by any two of the following: the President, the Vice President, the Treasurer and the Secretary.


Section 3. DEPOSITS. All funds of the Federation shall be deposited from time to time to the credit of the Federation in such banks, trust companies, or other depositories as the Board of Directors may select.


Section 4. GIFTS. The Board of Directors may accept on behalf of the Federation any contribution, gift, bequest, or devise for the general purpose of the Federation. Gifts or other funds received for a special purpose shall be subject to the provisions of these by-laws.


 


ARTICLE XI


ANNUAL REPORTS


The Board of Directors shall cause to be prepared within one hundred twenty (120) days after the close of the Federation's fiscal year, for its own use and whatever further use the Board may duly authorize, a report containing in appropriate detail the following information:


The assets and liabilities, including trust funds, of the Federation's as of the end of the fiscal year.

The principal changes in assets and liabilities, including trust funds, during the fiscal year;

The revenue or receipts of the Federation, both unrestricted and restricted to particular purposes for the fiscal year; and

The expenses or disbursements of the Federation, for both general and restricted purposes during the fiscal year.

The report required by this Article shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate on an authorized officer of the Federation that such statements were prepared without audit from the books and records of the Federation.


 


ARTICLE XII


SEAL


The Board of Directors may provide a seal, which shall state the name Federation of Philippine American Chambers of Commerce and the year of the organization.


 


ARTICLE XIII


WAIVER OF NOTICE


Whenever any notice is required to be given under the provisions of the Nonprofit Corporation Law of California or under the provisions of the articles or the by-laws of the Chamber, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.


 


ARTICLE XIV


AMENDMENTS TO BY-LAWS


 


These By-laws of the Federation may be altered, amended or repealed and new by-laws may be adopted by an affirmative vote of one-third (1/3) of the Board of Directors at any annual, regular or special meeting provided that the proposed amendment shall have been mailed to each Board member at least ten (10) days prior to the date of such meetings and provided that any new bylaw shall be within the meaning of both ORS Chapter 65 as well as section 501 (c) (3) of the Internal Revenue code, or the corresponding section of any future federal tax code.


 


ARTICLE XV


RULES OF ORDER


Roberts Rules of Order shall control meeting procedure.


ARTICLE XVI


DISSOLUTION


Upon dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501 ( c ) ( 3 ) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to the state of Oregon for a public purpose. Any such assets not so disposed shall be disposed of within the requirements of the ORS Chapter 65.


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BY-LAWS OF THE FEDERATION OF PHILIPPINE AMERICAN CHAMBERS OF COMMERCE


ARTICLE 1


NAME AND PURPOSE


Section 1. NAME. This organization is incorporated under the laws of the State of California and shall be known as the "Federation of Philippine American Chambers of Commerce" herein referred to as the "Federation".


Section 2. PURPOSE. The purposes for which this organization is formed are set forth in the Articles of Incorporation of the Federation and include the following:


                        to facilitate, encourage and promote businesses that foster goodwill between the United States and the Philippines; improve the livelihood and welfare of the citizens of the Philippines and the United States; and safeguard the environment and culture of the Philippines:


                        to assist the competitiveness of members in the local as well as global market by encouraging consortia for the purchase of goods and services from both countries and to facilitate trade barters that benefit both countries;


                        to help the Philippines raise the level of marketable skills in the field of high technology among other fields, for specialized service markets through cooperative training course or other programs;


                        to work with and monitor appropriate United States and Philippine government branches and policies thereof which enhance, promote or affect trade and commerce between the two countries;


                        to promote and encourage trade rules, regulations, and agreements that off members free, fair, and equal participation;


                        to act in partnership with the Philippine government as the clearing house for trade leads, tourism, and other business opportunities;


                        to obtain and distribute reliable information as to the standing of business matters, opportunities, and merchants;


                        to stimulate, encourage, and promote lawful cooperation and friendly exchange among business persons; and


                        to acquaint and inform the public as to the Federation's objectives and to stimulate public opinion and reaction to these ends by providing information and other civic, education, commercial, industrial, social, and public features as will foster, encourage, and stimulate these purposes.


 


ARTICLE II


MEMBERSHIP


Section 1 ELIGIBILITY AND APPLICATION FOR MEMBERSHIP. All legally registered Philippine/Filipino American Chambers of Commerce, trade or associations with dues paying members interested in the purposes of the Federation are eligible as members. Each Chamber shall apply by a written application form approved by the Board of Directors. The Board shall have the authority to approve each membership application. Upon Board approval of an application for membership, such Chamber agrees to comply with the Articles of incorporation, bylaws and any amendments thereof.


Section 2. MEMBER IN GOOD STANDING. A member in good standing refers to a member who has paid all annual membership dues and any additional assessment as specified from time to time by the Board of Directors.


Section 3. MEMBERSHIP CATEGORY. All members in good standing shall be categorized as voting members.


Section 4. HONORARY MEMBERS. The provisions of the preceding section notwithstanding, the heads of the Department of Trade and Commerce of the US and the Philippines, the Philippine Consulate Generals of the US, and the Philippine Embassy in the US shall be honorary members, and they or their assistants may attend meetings of the Board of Directors or of the members. In these meetings, they may participate in discussions but they shall not vote.


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They shall not be eligible to run for any elected office in the chamber.


Section 4. MEMBERSHIP ENTITLEMENT. All members in good standing shall be entitled to:


                        equal representations in number of members on the Board of Directors;


                        equal representations in number of official delegates;


                        membership in any Committee as specified in these bylaws;


                        publications, services, benefits, or programs organized for all members of the Federation as determined by the Board, except those which may require subscriber or special fees as determined as determined by the Board.


                        attendance at any annual, regular or special meeting of the official delegates or the national conference and to have floor rights at such meetings or conference, subject to the rules of such meetings or conference: and


                        any additional rights authorized by the Board of Directors.


 


Section 5. MEMBERSHIP CATEGORY - Termination of membership may occur due to one or more of the following reasons:


                        written resignation by the member;


                        failure to pay annual dues after ninety (90) days from the date on which dues are payable; reasonable notice of default in the payment of dues shall be given prior to the completion of the ninety (90) day period; the Board may extend the time set forth in this section for good cause; or


 


c.             by a one-third (1/3) vote of the Board of Directors for cause, including but not limited to conduct unbecoming a member, in breach of the bylaws, or prejudicial to the aims or repute of the Federation, proper notice and opportunity for a herein shall be afforded the member under review.


 ARTICLE III


MEMBERSHIP DUES


 Membership dues shall be payable on an annual basis on the anniversary admission date of the member or on a date designated from time to time by the Board of Directors.


ARTICLE IV


OFFICIAL DELEGATES


Section 1. FUNCTION. The delegates shall act as representatives of each member in good standing at all activities of the Federation and shall have such rights and responsibilities as determined by the board.


Section 2. COMPOSITIONS AND TERM. The delegates shall be composed of five (5) representatives from each member in good standing, one (1) of which shall sit on the Federation Board of Directors. Each delegate shall serve a two (2) year term or until his/her successor has been chosen. No term limits shall exist.


Section 3. MEETINGS. The delegates shall hold an annual meeting which shall coincide with the annual Board of Directors meeting. The Federation President shall preside at delegate meetings. At the suggestion of a majority of delegates and upon approval of the Board of Directors, the delegates may hold additional regular or special meetings. Proper notice of annual, regular, and special meetings shall be afforded at least three (3) months, one (1) month, and two (2) weeks respectively prior to said meetings. Written notice is required for annual and regular meetings. The President, with the Board approval, shall designate the meeting time and/or location.


Section 4. VOTING. Each delegate shall be entitled to one vote for each officer position at Federation Officer elections and shall vote on any issues brought before the delegates as determined by the Board. Proxy votes will be allowed.


Section 5. LISTING REPORT. The president of each member in good standing shall specify and report to the Executive Vice President a list of the five (5) delegates upon selection at least three (3) months prior to the annual meeting of the delegates, or at a time as set by the Board.


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ARTICLE V BOARD OF DIRECTORS


Section 1. GENERAL POWERS. The affairs of the Federation shall be managed by its Board of Directors, all the member of which must be members in good standing of the Federation.


Section 2. NUMBER, TENURE AND COMPOSITION. The Federation Board of Directors shall be composed of one (1) representative from each member in good standing. The member shall designate their representative from its pool of five (5) delegates to act as Federation Board member. Each Board member shall hold at least current active officer or director status within the member chamber. Each Board member shall serve a two (2) year term, or until his/her successor has been chosen, and shall not simultaneously hold a Federation Officer position. The term of office shall commence upon their election or appointment, or a time prescribed by the Board. No term limits shall exist.


Section 3. MEETINGS. The President shall preside at each meeting of the Board.


A. Annual meeting: An annual meeting shall be held each spring in conjunction with or prior to the National Conference, or on such date, time and location as determined by the Board. Written notice thereof shall be given at least three (3) months prior to said meeting.


B. Regular meetings: The board may call additional regular meetings as it deems necessary but shall at least meet once every six (6) months. Written Notice thereof shall be afforded at least one (1) month prior to said meeting. Regular meetings shall be held at a location duly designated by the Board.


C. Special meetings: The President or the Board may call a special meeting as deemed necessary. Proper notice shall be given at least two (2) weeks in advance thereof.


Section 4. MANNER OF ACTING. One third (1/3) of the members of the Board shall constitute a quorum for purposes of Board action. Board action occurs up a majority vote at a meeting at which a quorum is present. Board members may vote at a special telephone conference call or other electronic media or communication. Board action may be taken without a meeting when a written "consent to action in lieu of meeting" is signed by each Board member. Proxy votes are not allowed.


Section 5. VACANCY. Each member in good standing shall have the right to fill its representative position on the Board should a vacancy occur voluntarily or involuntarily.


Section 6. ABSENCE. Directors unable to attend a meeting of the Board shall advise the Secretary verbally or in writing at least one day before the meeting, stating the cause of their inability to attend. The absence of a director for three consecutive meetings, without justifiable cause, will result in his/her automatic removal from the Board.


Section 7. REMOVAL OF BOARD MEMBERS. Any one or more Board members may be removed either with or without cause at any time by vote of two-thirds of the Board at a meeting called for that purpose. Each member in good standing shall have the right to remove its representative on the Board with or without cause.


Section 7. NO INTEREST IN ASSETS. No director shall possess any property rights in or to the property of the Federation. In the event of the Federation owns or holds any property upon its winding up, after paying for or adequately providing for it debts and obligations, the directors shall dispose of the remaining property in accordance with the articles of the Federation.


ARTICLE VI


OFFICERS


Section 1. OFFICERS, ELECTION AND TERM. The officers of the Federation shall consist of a President, an Executive Vice President, two or more Vice Presidents, a Secretary and a Treasurer. Each officer shall serve a two


(2) year term or until his/her successor has been selected. No term limits shall exist.


Section 2. PRESIDENT. The president shall be the chief executive officer of the Federation and shall have general supervision and control over the Federation and the management of its affairs subject to the control of the Board. The


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President or such other officers as the board may designate, shall sign all documents pertaining to the business of the Federation. The President shall preside at all Board and Delegate meetings and, present to the general annual meeting a report of the operations and activities of the Federation for the preceding year and attest to the minutes of all meetings. He/She, may sign, with the Secretary or any other proper officer of the Federation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws or by statue to some other officer or agent of the Federation; and in general he/she shall perform all duties incident to the office of President such other duties as may be prescribed by the Board of Directors from time to time.


Section 3. EXECUTIVE VICE PRESIDENT. The Executive Vice President shall perform the duties of the President in the event of his/her inability to act and shall have all powers of and be subject to all restrictions of the president. He/She shall perform other duties as prescribed by the Board of Directors from time to time.


Section 4. VICE PRESIDENTS. The Vice Presidents shall have such powers and perform such duties as the President or the Board may prescribe. In case of the absence or disability of the president and Executive Vice President, the Vice Presidents in the order of their seniority and as designated by the President or Board, shall perform the duties of the office of the President. Each Vice President shall chair its respective committee as so determined by the Board. The Vice Presidents shall have the supervisory power over their committee and shall treat their committee as a cabinet entity so long as the President or Board approves. The Vice President positions, excluding that of the Executive Vice President include, but are not limited to the following committees:


A. Vice President of Governmental Affairs.


B. Vice President of Membership.


C. Vice President of Programs.


D. Vice President of Public Relations.


E. Vice President of Global Communications Systems.


F. Vice President of Finance.


G. Vice President of Business Development.


H. Vice President of Trade and Investment.


I. Vice President of Tourism.


J. Vice President of National Conference.


 Section 5. SECRETARY. The Secretary shall keep the minutes of the meetings of the members and of the board of Directors in one or more books provided for that purpose; see that all notices are fully given in accordance with the provisions of these by-laws or as required by law; be custodian of the records and the seal of the Federation and see that said seal, if any, is affixed to all documents, the execution of which on behalf of the Federation under its seal is duly authorized in accordance with the provisions of this by-laws; keep a register of the post office address of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of secretary such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors. The Secretary must be accessible and available to the President at all times.


Section 6. TREASURER. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/She shall have charge of the custody of and be responsible for the books of account (including an inventory of all property of the Federation) and all funds and securities of the Federation; collect, receive and give receipts for moneys due and payable to the Chamber from any source whatsoever; submit an annual report to the members after the close of each fiscal year, and such interim reports as the Board of Directors may prescribe; keep and record funds received for the special purposes in special accounts, which shall not be disbursed except for such purposes; and deposit all such moneys in the name of the Chamber in such banks, trust companies, or other depositories as shall be selected in accordance with the Articles of these bylaws; and in general perform all the duties incident to the office of the treasurer and such other duties as from time to time may be assigned to him/her by the President or by the Board of Directors.


Section 7. ELIGIBILITY OF OFFICERS. All current officers or members who are active in Federation activities and are able to uphold the responsibilities of office are eligible as Federation officers.


Section 8. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by the Board of


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Directors whenever in its judgement the best interests of the Chamber would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer removed.


Section 9. EXECUTIVE DIRECTOR. The President may appoint an Executive Director who shall have the authority, as designated by and under the direction of the President and Board, to assist the officers, conduct the general business of the Federation, including but not limited to general Federation activities, Board and Delegate meetings, activities of committees, and providing notice as requested by the Secretary. This may be a paid full-time position.


Section 10. LEGAL COUNSEL. The officers and/or Board may appoint legal counsel to act as general counsel for the Federation to provide legal services and advice to the Federation and its members as determined by the President of the Board.


Section 11. PRINCIPAL OFFICE. The officers, with Board approval may designate its principal office in the State of California or any other appropriate location where the President of the Federation resides. The principal office and mailing address for the Federation shall be 2433-A Carleton St., Berkley, California 94704. For purposes of incorporations, it shall be registered in the State of California.


ARTICLE VII


NATIONAL CONFERENCE


Section 1. DATE AND HOST(S). A National conference shall be held annually in the Spring or at any other designated date as the Board deems appropriate and shall coincide with the annual meetings of the Board and Delegates. The National Conference may be hosed by one or more members chosen through a selection process one year prior to the Conference date. The Board shall choose the most qualified member(s) as Host(s) form three (3) finalists determined through a selection process conducted by the National Conference Committee. The Host(s) shall be the co-chair(s) of the Conference with the local Host as chair.


Section 2. SELECTION PROCESS. The National Conference Committee, headed by the Federation Vice President for National conference shall recommend an equitable selection process to be approved by the Board. At minimum, the member shall submit a written proposal at the annual meeting of the Board prior to the Conference year.


Section 3. REVENUE SHARING. The Host(s) shall receive sixty percent (60%) of the net proceeds derived from the National Conference and the Federation shall receive the remaining forty percent (40%) of the net proceeds. The Host(s) and Federation shall share the same above percentages for any net losses should they occur. If a Host(s) or other members raises revenue by way of sponsorship or advertising; that Host(s) or member shall have rights to twenty percent (20%) of such sponsorship or advertising revenues prior to any revenue sharing between the Host(s) and Federation.


ARTICLE VIII


STANDING COMMITTEES


Section 1. NATIONAL CONFERENCE. The National Conference Committe shall establish and conduct a selection process for Conference Hosts and shall nominate three (3) finalists to the Board. This Committee shall assist to organize and oversee the National Conference in conjunction with the member Host(s) and shall have such other duties and powers incidental thereto as determined by the Board.


Section 2. GOVERNMENTAL AFFAIRS. The Governmental Affairs Committee shall act as the liaison between the Federation and various government agencies in matters pertaining to policies or otherwise affecting business and commerce of the members. This Committee shall be chaired by the Vice President of Governmental Affairs and shall have such other duties and powers incidental thereto as determined by the Board.


Section 3. NOMINATIONS. The Nominations Committee shall determine and recommend officer candidates to the delegates for a vote. The delegates, with Board approval shall determine the Chair of the Nomination Committee who shall have such other duties and powers incidental thereto as determined by the Board.


Section 4. MEMBERSHIP. The Membership Committee shall process membership applications and send out appropriate membership notifications and confirmations. This Committee shall retain and augment current Federation


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membership, encourage and target future and potential Federation members, maintain and update membership lists and data, and shall have such other duties and powers incidental thereto as determined by the Board.


Section 5. PROGRAMS. The Programs Committee shall be responsible for the organization and implementation of Federation programs, seminars, publications, and shall have such other duties and powers incidental thereto as determined by the Board.


Section 6. GLOBAL COMMUNICATIONS SYSTEMS. The Information Systems Committee shall compile, update, and maintain all membership data and general trade or commercial information for business prospect purposes. The Committee shall maintain and process all electronic mail or other electronically or computer generated information for utilization by Federation members and shall have such other duties and powers incidental thereto as determined by the Board.


Section 7. FINANCE. The finance committee shall raise funds and assist to establish means to raise revenues for the Federation and shall have such other duties and powers incidental thereto as determined by the Board.


Section 8. BUSINESS DEVELOPMENT. The Business Development Committee shall be responsible for the development of market-based sponsorships of Communications Systems via Advertisements and endorsements from US Companies selling to the American, Asian, and European Markets; Philippine Companies selling to US, Asian and European Markets; Philippine American Companies selling to all Markets. The Committee shall have such other duties and powers incidental thereto as determined by the Board.


Section 9. TRADE AND INVESTMENT. The Trade and Investment Committee shall develop, coordinate and organize a fact-finding mission for members of the Federation to the Philippines, particularly in the areas where sister chamber relationships can be fostered or where such relationships can be useful. The Committee shall have such other duties and powers incidental thereto as determined by the Board.


Section 10. PUBLIC RELATIONS. The Public Relations Committee shall be responsible for the promotion of the Federation. The Committee shall prepare a calendar of events for the Federations and disseminate information to the members. The Committee shall have such other duties and powers incidental thereto as determined by the Board.


Section 11. CHAIRMAN. The chairman of each committee shall be the elected Vice President for that committee.


Section 12. TERM OF OFFICE. Each member of a committee shall continue as such until his/her successor is appointed, unless the committee shall be terminated sooner, or unless such member be removed from such committee, or unless such member shall cease to qualify as member thereof.


Section 13. VACANCIES. Vacancies in the membership of any committee may be filled by appointments made in the same manner as proceeded in the case of the original appointments.


Section 14. QUORUM. Unless otherwise provided in the resolution of the Board of Directors designation a committee, a majority of the whole committee shall constitute a meeting and the act of the majority of the members at which a quorum is present shall be the act of the committee.


Section 15. RULES. Each committee may adopt rules for its own governance not inconsistent with these by-laws or with rules adopted by the Board of Directors.


ARTICLE IX


FISCAL YEAR


The fiscal year of the Federation shall be the calendar year or as determined by the Board.


ARTICLE X


COMPENSATION


Officers and Directors as such shall not receive any stated salaries for their services, but by resolution of the Board


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of Directors, a fixed sum and expenses of attendance, if any may be allowed for attendance at such on regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Federation in any other capacity and receiving compensation therefor.


ARTICLE XI


CONTRACTS, CHECKS, DEPOSITS, AND FUNDS


Section 1. CONTRACTS. The Board of Directors may authorize any officers, agent or agents of the Chamber, in addition to the officers so authorized by these by-laws, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the Federation, and such authority may be general or confined to specific instances.


Section 2. CHECKS, DRAFTS, ETC. All checks, drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Federation, shall be signed by such officer or officers, agent or agents of the Federation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence determination by the Board of Directors, such instruments shall be signed by any two of the following: the President, the Vice President, the Treasurer and the Secretary.


Section 3. DEPOSITS. All funds of the Federation shall be deposited from time to time to the credit of the Federation in such banks, trust companies, or other depositories as the Board of Directors may select.


Section 4. GIFTS. The Board of Directors may accept on behalf of the Federation any contribution, gift, bequest, or devise for the general purpose of the Federation. Gifts or other funds received for a special purpose such be subject to the provisions of these by-laws.


ARTICLE XII


ANNUAL REPORTS


The Board of Directors shall cause to be prepared within one hundred twenty (120) days after the close of the Federation's fiscal year, for its own use and whatever further use the Board may duly authorize, a report containing in appropriate detail the following information:


                        The assets and liabilities, including trust funds, of the Federation's as of the end of the fiscal year.


                        The principal changes in assets and liabilities, including trust funds, during the fiscal year;


                        The revenue or receipts of the Federation, both unrestricted and restricted to particular purposes for the fiscal year; and


                        The expenses or disbursements of the Federation, for both general and restricted purposes during the fiscal year.


 


The report required by this Article shall be accompanied by any report thereon of independent accountants, or, if there is no such report, the certificate on an authorized officer of the Federation that such statement(s) were prepared without audit from the books and records of the Federation.


ARTICLE XIII


SEAL


The Board of Directors may provide a seal, which shall state the name Federation of Philippine American Chambers of Commerce and the year of the organization.


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ARTICLE IV WAIVER OF NOTICE


Whenever any notice is required to be given under the provisions of the Nonprofit Corporation Law of California or under the provisions of the articles or the by-laws of the Chamber, waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.


AMENDMENTS


AMENDMENTS TO BY-LAWS


These By-laws of the Federation may be altered, amended or repealed and new by-laws may be adopted by an affirmative vote of one-third (1/3) of the Board of Directors at any annual, regular or special meeting provided that the proposed amendment shall have been mailed to each Board member at least ten (10) days prior to the date of such meetings.