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ALPHA PHI OMEGA ALUMNI COUNCIL OF NORTH AMERICA (ACNA)

ALPHA PHI OMEGA ALUMNI COUNCIL OF NORTH AMERICA (ACNA). PROPOSED AMENDMENTS TO THE CONSTITUTION & BY-LAWS (CBL).  P R E A M B L E .

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ALPHA PHI OMEGA ALUMNI COUNCIL OF NORTH AMERICA (ACNA)

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  1. ALPHA PHI OMEGAALUMNI COUNCIL OF NORTH AMERICA(ACNA) PROPOSED AMENDMENTS TO THE CONSTITUTION & BY-LAWS (CBL)

  2.  P R E A M B L E • WE, the members of Alpha Phi Omega (Philippines) Alumni Council of North America, bound by our national origin, culture and tradition, a common set of values and aspirations, and seeking to inspire and cultivate among us the true qualities of Leadership, Friendship, and Service, with the help of God, hereby promulgate this Constitution and By-Laws.  

  3. ARTICLE 1 NAME, TYPE OF ASSOCIATION AND SEAL • 1.1 The name of this association shall be Alpha Phi Omega (Philippines) Alumni Council of North America, Inc., hereinafter referred to as the "Council."   • 1.2 The Council is the symbol of our solidarity, and signifies the unity of our goals and purposes. As such, we owe the Council our duty of fidelity and loyalty, utmost support, and fraternal confidence.  

  4. Article 1 (continuation) • 1.3 The Council shall be a voluntary, non-sectarian, non-stock and a non-profit organization. • Original : 1.3 The Council shall be non-sectarian, non-profit, and non-political.  : • Rational :Deleted non-political because it is limiting and at the same time most State statue that governs 501 (c ) 3 non-profit organization prohibits the organization from being political in nature. If they do involve in politics, they will lose their charitable status (501C3). Added non-stock because we are really a non stock corporation. We do not distribute stock.

  5. ARTICLE 1 (continuation) • 1.4 The official seal of the council shall be the seal of the Alpha Phi Omega Service Fraternity. • (Added) The Council may elect to adopt a different official seal in the future with the approval of 2/3 of the council membership. • (Could be eliminated or we can decide to adopt an official seal or logo such as the one being used now that started at the Toronto convention)

  6. LOGO

  7. ARTICLE 2 PRINCIPAL OFFICE • 2.1 The principal office of the Council shall be the residence of the incumbent president, until such time a permanent place of business shall have been established by the Council.  

  8. ARTICLE 3 GENERAL PURPOSE, OBJECTIVES AND PRINCIPLES • 3.1 General Purpose. The Council shall advance and propagate the principles of ALPHA PHI OMEGA in North America. To this end, it shall organize all APO (Philippines) Alumni Associations in North America under its authority. It shall provide a continuing program for growth and development of member-associations with the aim of making member-associations and the Council as a whole, positive contributors to the growth and development of individual members and their respective communities.  

  9. ARTICLE 3 (Con’t)GENERAL PURPOSE, OBJECTIVES AND PRINCIPLES • 3.2 Objectives. The Council shall endeavor to be a dynamic vehicle for growth and advancement of its member-associations. It shall set common goals, coordinate activities, and provide a means of mediating controversies or disputes between members of member-associations and/or among member-associations.

  10. ARTICLE 3 GENERAL PURPOSE, OBJECTIVES AND PRINCIPLES ( ADDED 3.3) 3.3 The Council encourages the formation of as many Alumni Associations as possible all over North America however, that no Alumni Association shall be created, divided, merged, abolished, or its boundary substantially altered except upon the majority vote of all members in good standing cast in a plebiscite of all of the affected member-associations in the area.

  11. ARTICLE 3 (continuation)(EXPLANATION/RATIONAL for adoption ) • Adopted from Article VI entitled Sections under Section #5 of APOPHIL CBL. • The only difference is that we replaced the word “sections” with Alumni Association. • (The APOPHIL CBL read) There shall be as many Sections (Alumni Associations) as the General Assembly and the Board shall determine: Provided, however, that no Alumni Association shall be created, divided, merged, abolished, or its boundary substantially altered except upon the majority vote of all members in good standing cast in a plebiscite in the Alumni Association affected.

  12. ARTICLE 3 GENERAL PURPOSE, OBJECTIVES AND PRINCIPLES • (DELETED) 3.3 Non-Political Status. The Council shall not engage in partisan political activities, and shall refrain from any and all activities that might undermine the purpose and general activities of the Council. • Rational. (Please look at earlier explanation)  

  13. ARTICLE 4 NECESSARY & PROPER CLAUSE 4.1 Legitimate Powers. In the performance of its functions, the Council shall exercise any and all reasonable and legitimate means to achieve its goals and purposes.   4.2 Extent of Authority. The Council shall not violate the sovereign authority of any member-association on strictly local concerns, but it is empowered to set uniform goals, policies, and guidelines in all other matters. The Council shall have all the powers that are necessary and proper to enforce this authority.  

  14. ARTICLE 4 NECESSARY & PROPER CLAUSE (Added ) 4.3 Self Governance & Autonomy. The Council recognizes its roots and is cognizant of the APOPHIL appointment of the Council as the sole and governing body in North America under the new APOPHIL CBL and therefore recognizes its duties and responsibilities as a partner of APOPHIL in administering the region and at the same time declare to uphold and preserve ACNA’s identity, character and autonomy.

  15. Rational for the addition of 4.3 • This is one of the most important clause that we are adding. This connects ACNA with APOPHIL and vice versa. • 1) it allow us to acknowledge APOPHIL and our roots. • 2) It allow us to affirm and maintain our own identity, character but most of all our autonomy • 2) It recognizes the responsibilities bestowed to ACNA by APOPHIL CBL under Article XII (Section 4) whereby ACNA is named as one of the Administrative regions • 3) Provide ACNA the sole responsibility of administering North America as an administrative region under Article VI entitled Administrative region of APOPHIL CBL.

  16. ARTICLE 4 NECESSARY & PROPER CLAUSE • 4.4 Territorial Boundaries: The Council value the task conferred by APOPHIL CBL that mandates the Council to submit to APOPHIL Board of Director the territorial boundaries of the sections. The Council contends that the each member alumni Associations constitute the sections as stated in APOPHIL CBL. The Council affirms that the present composition and structure of its membership constitute as sections and the present structural organization would be recognize as the territorial boundaries of alumni member- associations as mandated by Article XII entitled General & Transitory Provision under section 4 Administrative Region of APOPHIL CBL.

  17. Rational of addition of 4.4 • This is another important clause of bridging ACNA with APOPHIL. It fulfills and complete our responsibility under Article XII section 4 of APOPHIL CBL whereby ACNA is being ask to submit to the Board of Directors of APOPHIL the territorial boundaries of the sections. It also affirms our present set-up without necessarily changing or naming AA as sections. Each AA affirms their own territorial boundaries.

  18. ARTICLE 4 NECESSARY & PROPER CLAUSE 4.5 - Adoption of Article VI of APOPHIL CBL Section 5 entitled Sections 4.5 (a) Alumni Association would correspond to sections for the purpose of this CBL. 4.5 (b) Alumni Associations (Sections) are unified geographical areas within the Council except Professional and Alumni Chapters in North America.

  19. ARTICLE 4 NECESSARY & PROPER CLAUSE • (Rational why 4.5 is added) • This clause is important that defines Alumni Association (AA) as Sections Per APOPHIL CBL • Defines territorial boundaries of AA’s (sections)

  20. Article 5 MEMBERSHIP • 5.1 Regular Membership. Any Alpha Phi Omega (Philippines) Alumni Association established in North America may become a regular member-association of the Council including professional as well as alumni chapters established in North America. •  5.2 Application for Membership. Any Alpha Phi Omega (Philippines) Alumni Association established in North America may apply for regular membership in the Council by submitting to the Board of Directors a duly ratified Constitution and By-Laws, a roster of membership consisting of no less than twenty (20) regular members, and payment of an initial non-refundable application fee of One Hundred Dollars ($100.00).

  21. Article 5 MEMBERSHIP (Rational) • APOPHIL CBL recognizes alumni chapters, professionals, institutions and community chapters under Article X entitled basic organizational units, Section 3. • So ACNA should also include professional and chapter AA as members in order for ACNA to give them representation and a, seat at table.

  22. Article 5 MEMBERSHIP • 5.3 Multiple-membership. Member-associations have the discretion regarding the composition of their membership roster for the purpose of section 5.2, provided further that any member of member-associations aspiring for elective position would comply with Article 12.1 (d) of this CBL  

  23. Article 5 MEMBERSHIP • Rational • Formally recognizes and legitimizes some AA’s who have members with multiple affiliations.

  24. Article 5 MEMBERSHIP • 5.4 Notification. The Board of Directors has 90 days upon receipt of application from a new applicant to notify the existing Alumni Association nearest to the area of the applicant. The Member- Association has 90 days from receipt of notification from the Board of Directors to bring to the Board attention reason(s) as to why or why not the Board should grant membership to the applicant. Failure to respond in the time prescribes herewith; the Member-Association forfeits the right from bringing any further issue(s) pertaining to the new applicant. The Council can then move forward with the processing of the new applicants and the affected Member-Association would be inhibited from any deliberation regarding the new applicant Alumni Association. 

  25. Article 5 MEMBERSHIP • Rational of 5.4 • This also gives the burden and responsibility to the member-association to act ASAP and prevents them from keeping the process hostage. This also level the playing for the applicant Association.

  26. Article 5 MEMBERSHIP • 5.5 Probationary Period. Upon completion of the requirements of Article 5.2, the applicant member-association shall undergo a probationary period of not less than one (1) year. During such period, the applicant member-association shall engage in projects and/or activities pursuant to, or in consonance with, the aims, goals, objectives, rules, and policies of the Council. •  5.6 Approval or Denial of Application of Membership. At the end of the probationary period, the Board of Directors shall pass, by resolution, whether to confer full membership upon the applicant member-association, or reject its application for membership. The decision of the Board of Directors is final and not subject to appeal.. The applicant member-association may renew its application, not earlier than one (1) year from the date of rejection, in accordance with the provisions of Article 5 hereof.  

  27. Article 5 MEMBERSHIP • 5.7Dues. Each member-association shall pay a one-time membership fee of Two Hundred Dollars ($200.00) upon acceptance of membership by the Board of Directors. Thereafter, each member-association shall pay annual dues of Two Hundred Dollars($200) no later than March 30th of each year.  • (Originally $100.00)

  28. Article 5 MEMBERSHIP • 5.8 Protocol. As a matter of protocol and proper convention, only the President of the association-member, or his duly designated representative, shall be entitled to transact business with the Council. Any member of any member-association who intends to elevate a Council-related matter to the Council shall do so by and through the President of his local association, who shall then act as the spokesperson for such individual. The matter thus becomes said local association's business with the Council. In the same manner shall the Council correspond to the local assemblies through the presidents and/or designated representatives of said assemblies only. Nothing in this provision shall preclude any member of any local assembly to bring a Council-related matter directly to the Council President and/or the Board of Directors upon a clear and convincing proof of bad-faith on the part of the member-association President with regards to compliance with this section.

  29. Article 5 MEMBERSHIP • 5.9 Charter Member-Associations. The following alumni associations, notwithstanding their being charter members of the Council, are not exempt from the provisions of Section 5.7 of this article:  

  30. Article 5 MEMBERSHIP • Alpha Phi Omega (Philippines) Alumni Association of Southern California now known as Alpha Phi Omega (Philippines) of Greater Los Angeles  • Alumni Association of Northern California  • Alpha Phi Omega International Alumni Association (East Coast), Inc.  • Alpha Phi Omega Alumni Association of the Midwest  • Alpha Phi Omega Alumni Association of Houston, Texas  • Alpha Phi Omega Alumni Association of Toronto, Canada    

  31. ARTICLE 6 SUSPENSION AND TERMINATION OF MEMBERSHIP • 6.1 Suspension of Membership. Membership in the Council may be suspended on the following grounds:   • 6.1 (a) Non-Payment of Dues. A member-association shall remit to the Council Treasurer its annual obligation of ($200.00) no later than the fifteenth (15th) day of January of each year, pursuant to Article 5.5 hereof. A breach of this provision, when verified by the Council Treasurer and conformed to by the Board of Directors, shall result in suspension of membership. Such suspension shall be cured by the immediate payment of the outstanding dues, and only upon the lifting, by resolution, of suspension by the Board of Directors.

  32. ARTICLE 6 SUSPENSION AND TERMINATION OF MEMBERSHIP    • 6.1 (b) Action Prejudicial to the Best Interests of the Council. A member association shall be suspended by a majority vote of the Board of Directors on grounds prejudicial to the best interests of the Council. Any action, conduct, or deliberately induced circumstance that willfully violates any provision of this Constitution and By-Laws, or otherwise strikes at the vital interests of the Council, induces paralysis of the Council government, impugns the Council as an institution, fragments the general assemblies of the local associations, and impairs the morale of the local membership is deemed prejudicial to the best interests of the Council. Any prejudicial action by an individual member which is condoned, sanctioned, countenanced, or otherwise approved by his alumni association, either by direct affirmation or silence, is deemed an action by said alumni association. This shall subject said alumni association to the provisions of this article.  

  33. ARTICLE 6 SUSPENSION AND TERMINATION OF MEMBERSHIP • 6.2 Procedure for Suspension of Membership. The member-association whose membership is being suspended shall be notified in writing by the Board of Directors of the grounds for suspension of membership. The member-association shall have thirty (30) days from receipt of notice to file a written answer. The suspension of membership shall be heard by the Board of Directors no later than thirty (30) days from receipt of the written answer. At the hearing, the member-association may submit evidence, present witnesses, or otherwise show cause why membership in the Council should not be suspended. The Board of Directors shall render its decision within thirty (30) days of date of hearing. The director whose member-association is being suspended shall recues himself from the Board of Directors hearing the matter

  34. ARTICLE 6 SUSPENSION AND TERMINATION OF MEMBERSHIP • 6.3 Final Decision, Appeal and Termination. When a member-association is suspended on grounds of prejudice, the decision of the Board of Directors shall be final and not subject to appeal. The suspended member-association may reapply for membership pursuant to Article 5 of this Constitution and Bylaws, not earlier than one (1) year from the date of suspension. Provided, that there is clear and convincing proof that the prejudicial ground supporting a finding of suspension has ceased to exist. Failure to reapply for membership with the Council within two (2) years from the date of suspension shall result in full and final termination of membership. No re-application relief is available.

  35. ARTICLE 6 SUSPENSION AND TERMINATION OF MEMBERSHIP    • 6.4 Consequence of Suspension. A suspended member- association shall not be allowed, by or through its representative, to participate, deliberate, and/or otherwise exercise the right to suffrage in any and all proceedings by the Board of Directors, or in meetings, gatherings, conferences, conventions, or any other assemblies called for by the President.   

  36. ARTICLE 7 COUNCIL OFFICERS • 7.1 Title. The officers of the Council shall be the following:   • President • First Vice-President • Second Vice-President • Secretary • Treasurer • Auditor • Public Relations Officer.   

  37. ARTICLE 7 COUNCIL OFFICERS • 7.2 General Duties. The duties and powers of the officers of this Association shall be such as are by general usage indicated by the title of their respective office, except as may be otherwise specified in these By-Laws.   • 7.3 Term of Office. Officers of the Council shall serve for a term of two (2) years, commencing on the first (1st) day of January immediately following their election, and ending on the thirty-first (31st) day of December of the succeeding year.  

  38. ARTICLE 7COUNCIL OFFICERS • 7.4 Eligibility Requirement. Only a regular member in good standing of any member-association, and who is endorsed by such member-association, is qualified to be elected and hold office as President, First Vice-President, Second Vice-President, or Auditor of the Council. All other executive officers are to be appointed by the President, pursuant to Article 10 hereof, and provided such appointee is a regular member in good standing of his member-association.  

  39. ARTICLE 7 COUNCIL OFFICERS • 7.5 The President. The President shall be the Chief Executive Officer of the Council. He shall preside at all meetings of the Council. The President may create committees and commissions, appoint members. He/she shall also implement, supervise all projects and policies set and laid down during Convention and by the Board of Directors. The President shall be the only spokesperson for the Council. He/she also represent the Council and the region in all regular & special meeting of the Executive Council of APOPHIL or can designate and appoint a representative to represent him/her or the Council. 

  40. ARTICLE 7 COUNCIL OFFICERS • Rational 7.5 • This is part of making ACNA CBL compatible with APOPHIL. Attending regular and special meeting is one of the responsibility of Regional Director of ARNA that is now being added as a responsibility of ACNA President. • This merge RD & ACNA President as one. • This also allow the President to appoint a permanent representative in the Phil because of the proximity of North America.

  41. ARTICLE 7 COUNCIL OFFICERS • 7.6 The First Vice-President. He shall be responsible for the external affairs of the Council including, but not limited to, planning, coordination, and conduct of activities involving interaction with other organizations. He/she shall also act as the Chief Operating Officer of the Council in the absent of the President and to do and perform such other duties and functions as may be assigned by the President, the General Assembly and the Board of Directors.

  42. ARTICLE 7 COUNCIL OFFICERS • Rational of 7.6 • Added the Deputy RD job description and responsibility to the 1st VP to make CAN CBL compatible with APOPHIL.

  43. Article 7 (continuation) • 7.7 The Second Vice-President. The 2nd Vice President shall be responsible for the internal affairs of the Council including, but not limited to, the planning, coordination, and conduct of the Biennial Convention. He will also head the Office of Administrative Affairs.

  44. ARTICLE 7 COUNCIL OFFICERS • Rational behind 7.7 • Elevating the administration of membership concerns of member-associations which is also part of the responsibility of administering the region.

  45. Article 7 (continuation) • 7.8 The Secretary. The Secretary shall be in charge of the Council seal, and has the authority to affix the same. The Secretary shall be responsible for the minutes of the meetings of the Council, and shall have the additional duties that may be assigned by the President.

  46. Article 7 (continuation) • 7.9 The Treasurer. The Treasurer shall be the Chief Financial Officer of the Council. He shall have general supervision of all financial accounts of the Council and shall present quarterly financial statements to the member-associations. The financial statements shall include, but are not limited to, a statement of assets and liabilities, and a statement of receipts and disbursements by the Council. The Treasurer shall not disburse Council funds to the President or any person or persons, for whatever purpose or reason, without the authority of the Board of Directors. The Treasurer shall open or submit his/her books of finances every 6 months prior to the Board meeting or upon request of the Auditor. (Part of ARNA responsibility)

  47. Article 7 (continuation) • 7.10 The Auditor. The Auditor shall review all corporate financial statements and certify to the correctness of such financial statements. One requirement for the Auditor would be to have some background in business or accounting. (self explanatory) •  7.11 The Public Relations Officer. The Public Relations Officer shall keep a complete and permanent record of all events and activities of the Council. The record shall become permanent part of this Council's history and archive. He shall also be responsible for the publication of the Council's newsletter.  

  48. ARTICLE 7 COUNCIL OFFICERS • 7.12 Constitutional Officers. Upon confirmation of their appointments by the Board of Directors, the appointed officers become Constitutional Officials of the Council. They shall not be caused to vacate their respective offices except pursuant to the provisions of Article 13 hereof.

  49. ARTICLE 7 COUNCIL OFFICERS • 7.13 Rule of succession. The Vice-President shall assume the position of the President in the event of death, incapacity, resignation, impeachment or general absence of the president. Any elective officer may resign by submitting a letter of resignation to the Board of Directors. Vacancies occurring among current elected officer shall be filled by the Board of Directors provided any officers appointed is eligible and meet the requirement stipulated by the CBL. Provided finally that the Appointee shall serve only the unexpired portion of his/her predecessor.

  50. ARTICLE 7 COUNCIL OFFICERS • 7.13 (a) In case of the resignation, permanent incapacity or death of the President, the 1st Vice President shall assume that position and will serve the remainder of the term of the predecessor. In the event that both the President and vice President resigned or permanently incapacitated to hold their offices, the 2nd Vice President will hold the position of President. Likewise, should the 1st Vice President resign, removed or become incapacitated, the 2nd Vice President will take his place. In the event that the 2nsd Vice President should resign, removed or permanently incapacitated, the Board of Director will then fill the vacancy. The new appointee will serve the unexpired portion of his/her predecessor.

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