alpha phi omega alumni council of north america (acna)

ALPHA PHI OMEGAALUMNI COUNCIL OF NORTH AMERICA

(ACNA)

PROPOSED AMENDMENTS TO THE CONSTITUTION & BY-LAWS (CBL)

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.

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.

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.

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)

LOGO

http://apo-acna.org/

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.


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.


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.


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.


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.


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)


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.


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.


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.



• 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.


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.



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.



• (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)


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).


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.



• 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



• Rational• Formally recognizes and legitimizes some AA’s

who have members with multiple affiliations.



• 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.



• 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.



• 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.



• 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)



• 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.



• 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:



• 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


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.



• 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.



• 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



• 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.



• 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.


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.



• 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.



• 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.



• 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.



• 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.



• 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.



• Rational of 7.6• Added the Deputy RD job description and

responsibility to the 1st VP to make CAN CBL compatible with APOPHIL.


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.



• Rational behind 7.7• Elevating the administration of membership

concerns of member-associations which is also part of the responsibility of administering the region.


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.


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)


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.



• 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.



• 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.



• 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.


Article 7

• 7.13 & 7.13 (a) Rule of Succession

• Allows smooth transition of government. It defines who succeeds who to avoid any confusion in the future.


ARTICLE 8 FISCAL YEAR, ELECTION AND APPOINTMENT OF OFFICERS

• 8.1 Fiscal Year. The fiscal year of the Council shall be from September 1 and August 30th of the following year.

• Originally: (from January 1st then December 31st of the same year.) Changing to coincide with the new administration

• 8.2 Election and Appointment of Officers. Term of Office. The Following officers shall be elected: the President, the 1st Vice-President, the 2nd Vice-President, and the Auditor.



• 8.3 The following officers shall be appointed by the president, subject to confirmation by the Board of Directors: The Secretary, the Treasurer, and the Public Relations Officer.



• 8.4 The election of the President, 1st Vice-President, the 2nd Vice-President, and the Auditor shall be held every two (2) years, during the Convention (General Assembly) and no later than the last Monday of September of the second (2nd) year. The appointed officers shall be appointed by the President and confirmed by the Board of Directors within thirty (30) days of the elections. Both elected and appointed officers shall serve for a term of two (2) years following their election and ending on the 3rd day of the Convention (General Assembly). An official turnover will immediately follows after the declaration and certification of winners by the commission of Election (Comelec).

• (CHANGE: the official turnover begins January 1st following their election and appointment, and ending December 31st of the second (2nd) year of their term. Having the transfer of authority being attended and witnessed by members of member-associations could be the ultimate and final activity of the convention.)


ARTICLE 9 BOARD OF DIRECTORS

• 9.1 Composition. The Board of Directors shall be composed of the Council President and the incumbent presidents or duly designated representative of each member-association. The 1st Vice President & the immediate past president will be non- voting members of the Board of Directors.

• This was proposed by Bro Ferdie Yambot of GLA to provide continuity in the policies of the Board.



• 9.2 Function. The Board of Directors shall be the sole policy-making body of the Council except when the general Assembly (convention) is in session, Subject to the direction and identified goals set by the Council during the Convention and subject further to the limitations of the Articles of Incorporation, the By-Laws, and the laws of the State, all corporate powers shall be exercised, and all business and affairs shall be conducted, under its authority.

• This sentence is being inserted to define the authority and limitation of the board.



• 9.3 Term of Office. Except for the Council President who serves a two (2) years term, the members of the Board of Directors shall serve for a term of one (1) year, commencing on the first (1st) day of January of each year, and ending on the thirty-first (31st) day of December of the same year. The new Board member will take their oath during the 1st and the third General council meeting both of which coincide in the month of March of each year.

• This should be the first agenda during the 1st and 3rd General Council to legitimate members of the Board.



• 9.4 Limitations. Except for the Council President, a member of the Board of Directors shall not serve concurrently as an executive officer of the Council. Any Director who chooses to run for any elective position in the Council, or otherwise elects to serve in an appointive capacity, shall resign his position as member of the Board of Directors.



• 9.5 Records. The Board of Directors shall cause to be kept at the principal place of business of the Council a full and faithful record of all its proceedings. This record shall be open to inspection by any member-association in good standing at all reasonable times and for reasonable purpose. Minutes of the meeting of the Board of Directors shall be prepared by the Board Secretary following each board meeting and submitted to the directors for approval at the following board meeting.



• 9.6 Membership Rolls. The membership list or directory of members of all member-associations shall be kept by the Board of Directors. The lists or directories are confidential and shall be for Council purposes only pursuant to this Constitution and By-Laws.



• 9.7 Chairman of the Board• 9.7 (a) Within 90 days of each year or the commencement of their

term of office, the Board of Directors shall elect from among themselves the Chairman of the Board. The Chairman of the Board shall preside in all regular and special meetings of the Board.

• 9.7(b) Election of New Chairman of the Board will be annually and it will coincide on the 1st & 3rd General Council meeting.

• 9.7 (a & b) Since there is a new Board every year. there should also be a election of new chairman every year. This should be the 2nd agenda of the Board meeting after taking of the oath of office.



• 9.7( c) The Chairman of the Board will represent the Council to the APOPHIL Board of Director regular & special meetings or he/she can designate a representative to the said Board. The Representative shall have full power and authority to bind and decide for the Council unless the council’s chairman of the board is personally present. The Representative must consult the Chairman of the Board prior to committing the Council on issues that will have great repercussion to the autonomy and independence of the Council and the Council member-association.



• This is part of making ACNA CBL compatible with APOPHIL CBL. The COB represents ACNA to the BOD of APOPHIL to insure proper representation.

• Under Article IV entitled Board of Directors, Section 2 (a) (2) which states that the composition of the board will also include…

One (1) representative each from the Administrative Regions elected during their respective Regional Conferences held prior to the General Assembly,



• 9.8 Board Secretary. At the time of the election of the Chairman of the Board, and after such election, the elected directors shall likewise elect, from among themselves, the Secretary to the Board. The Secretary to the Board shall take the minutes of all regular and special meetings of the Board, and shall keep complete records of all Board proceedings.


ARTICLE 10 MEETINGS

• 10.1 General Council Meeting. The Council Executive officers and Members of the Board of Directors of this Council shall meet once every six (6) months, or twice during the Board of Directors Term and/or four (4) times during a Council term; provided that the fourth (4th) meeting, shall coincide with the Biennial Convention. Said meeting shall be referred to as "General Council Meeting," except that the fourth (4th) meeting shall be called "Convention."


ARTICLE 10 MEETINGS

• 10.2 Special meeting. Special meetings by the Board of Directors may be called by the Chairman of the Board. Special meetings by the executive officers may be called by the President.

• 10.3 Quorum. At the meetings of this Council, pursuant to the provisions of this Article, a quorum shall consist of all of the of the members present and a majority (1/2 plus 1) vote of the members present shall pass any action or resolution, except where this By-Law require a greater number.

• 10.3 “all of the of the members present” is being inserted to insure that there is a quorum in all board meetings regardless of the number of participating member-association present.


ARTICLE 11 CONVENTION

• 11.1 Biennial Convention. A Council Convention shall be held every two (2) years, and shall coincide with the election of the President, the 1st Vice-President, 2nd Vice-President, and the auditor.

• 11.2 Business. The Convention is the paramount authority in the Council. At the Convention, the Council shall address the issues confronting it for the next Council term. Pursuant to its General Purpose, Objectives, and Principles as provided in Article 3 hereof, the Council shall set the direction, and identify goals and programs pursuant to which the Board of Directors shall formulate policies and directives for the President to execute



• 11.3 Composition Each Member-Association in good standing can send 5 official representatives / delegate to represent their respective Alumni Association.

• 11.4 Electoral Body : After the legislative sessions of the Conventions AND/OR General Assembly are completed, the official delegates of all chapters and associations therein represented shall constitute themselves into an Electoral College which shall be responsible for electing the Executive officer for the next two (2) years.

• SELF EXPLANATORY



• 11.5 Quorum : The quorum for the transaction of any business shall consist of 50% plus 1 of all of the delegates present.

• 11.5 To make sure that any business transacted is official regardless of the number of member-associations present.

• 11.6 Venue. The venue for the Convention shall be open to bidding among the member-associations, and shall be determined no later than one (1) year before the Convention. In the event of non-bid, the venue shall be the home-state of the incumbent president.


ARTICLE 12 CONSTITUTIONAL COMMISSION

• 12.1 COMMISSION ON ELECTION

• 12.1 (a) Composition. The Commission on Elections (hereinafter COMELEC) shall be composed of three (3) bona fide members from the member-associations of the Council. The members of the Comelec shall be appointed by the President, and confirmed by the Board of Directors, within six (6) months after the President takes office. The members of the Comelec shall immediately elect their Chairman from among themselves. They shall be strictly non-partisan. No incumbent Director or Officer shall be eligible for appointment to the Comelec. No member of the Comelec shall be a voting delegate, nominated to, or run for, or be a candidate to, an elective office during his incumbency as such member of the Comelec.


12.1 COMMISSION ON ELECTION

• 12.1(b) Independence of the Comelec. The Comelec shall hold office from the date of confirmation until the succeeding President, 1st Vice-President, and 2nd Vice-President, and Auditor shall have been elected and certified by the Commission. Upon confirmation by the Board of Directors, the Comelec becomes a Constitutional Body independent, separate, and distinct from the office of the President or the Board of Directors. However, the members of the Comelec are subject to impeachment or removal from office pursuant to Article 15 hereof.



• 12.1 ( C ) Duties and Functions. The Comelec shall meet within fifteen (15) days of confirmation to:

• 12.1 ( C1) Formulate rules for the orderly conduct of the elections. Including the date, time and venue of the election.

• 12.1 (C2) Resolve all issues relative to qualifications of candidates before the holding of the elections.

• 12.1(C3 ) The Comelec shall deputize any number of members of member-associate of the Council to assist in the general, orderly, and efficient conduct of the elections process, and/or otherwise enforce these election rules and regulations.


12.1 COMMISSION ON ELECTION• 12.1 (d) Conduct of Elections. There are no political parties or any kind

of groupings in this Council. Any qualified member who carries the endorsement of his alumni association, may run for office as President, 1st Vice-President, 2nd Vice-President, or Auditor of the Council solely and singularly under his name. Such person shall file with the Comelec, in writing, his intention to run as a candidate, specifying the office he intends to run for, and declaring his qualification to hold such office if elected. This Declaration to Run as a Candidate shall be accompanied by an endorsement by the candidate's local member- association, provided further in case of multiple membership that the endorsement should come from the alumni association where he/she officially resides. Any fraud or misrepresentation imposed or exercised upon the Council and/or the Comelec in connection with the Comelec's conduct of the elections shall constitute automatic and mandatory disqualification of candidacy, or if elected, ground for automatic and mandatory removal from such elected office. A candidate shall run for only one (1) office at any given general elections.


COMMISSION ON ELECTION

• 12.1 d “provided further in case of multiple membership that the endorsement should come from the alumni association where he/she officially resides” is being adopted and defined in order to avoid future conflicts and maintain order within the role of member-association and/or between member-associations. Individual members are prevented from circumventing member-associations desires where he or she officially resides.



• 12. 1 (e) One-Man-One-Vote. The practice of one-man-one-vote shall always be observed. Voting by proxy is prohibited. Only duly appointed and certified voting delegates may vote for the elective officers.

• 12.1 (f) Elections Code. Pursuant to, and in accordance with, the provisions of this Constitution and By-Laws, the Comelec may choose to draft a more detailed Elections Code for the conduct of Council elections. The Elections Code shall have the same force and effect as this Constitution ) and By-laws.

• 12.1 (g) Termination of Functions. The Comelec shall certify the winners of the elections. After certification of the winners, the Comelec shall be dissolved by the President and automatically cease to function.

• Dissolved by the President is added to bring finality .



• 12.2 COMMISSION ON WAYS & MEANS

• 12.2 (A) NATURE. – There shall be created a Commission on Ways and Means charged with the duty of recommending measures to the Board of Directors for adequately financing the organization, its programs and policies.

• 12.2 (b) POWERS AND DUTIES. – The Commission on Ways

and Means shall do and perform the following specific duties and powers:


12.2 COMMISSION ON WAYS & MEANS

• 12.2 (b1 )To devise ways and means to develop sources of funds needed for the programs and projects of the organization, and to oversee and coordinate fund-raising programs and activities; and,

• 12.2 (b2) To prepare propose and submit to the

President, after consultations with the other officers and constitutional bodies and commissions, the budget of the organization for the next two (2) years.


12.2 COMMISSION ON WAYS & MEANS

• 12.2 is added to provide a define and to give ACNA fund raising mechanism which is not in the current ACNA CBL.



• 12.3 THE OFFICE OF ADMINISTRATIVE AFFAIRS This commission will be responsible for,

processing and recommending to the Board of Director the recognition or denial of new member-association applicant, ID processing of member-association members chartering of member-association with APOPHIL and other pertinent functions regarding membership enrollment with APOPHIL.


12.3 THE OFFICE OF ADMINISTRATIVE AFFAIRS

• 12.3 (a) To communicate and work with the relevant offices of APOPHIL within the scope of its function and responsibility.

• 12.3 (b) This special commission will be headed by the 2nd vice- President of the Council. The 2nd Vice President with the approval of President and the Board of Directors may appoint an ID officer to handle the function of application to APOPHIL of individual members of member-associations.


12.3 THE OFFICE OF ADMINISTRATIVE AFFAIRS

• Provide a mechanism wherein membership administration and questions of individual members of member-association can be taken cared of.


ARTICLE 13 PROTEST AND DISQUALIFICATION

• 13.1 Procedure. Any protest in the conduct of the elections, shall be lodged with the Board of Directors within fifteen (15) days from the time of the disputed election. The Chairman of the Board of Directors shall convene the Board to sit as an Electoral Tribunal within seven (7) days of receipt of the election protest.


ARTICLE 14 THE ELECTORAL TRIBUNAL

• 14.1 Function. Except for the issues of fraud or misrepresentation which merits automatic and mandatory disqualification of candidacy, or automatic and mandatory removal from office if elected, as provided by Section 12.4 of this Constitution and By-Laws, all other issues raised concerning the conduct of the election shall be resolved by the Electoral Tribunal.



• 14.2 Composition. The Electoral Tribunal will be composed of members of the Board of Directors. The member of the Board will elect a member among themselves to head or be the chairman of the Electoral Tribunal. In the event that there will be no elected chair, the Chairman of the Board will appoint a member to head the Electoral Tribunal.. (The Board member or representative coming from the Alumni Association where the candidate is a member will be disqualified to sit as member of the panel)



• Defines composition of electoral tribunal to avoid any confusion.



• 14.3 Creation and Finality of Finding. The Electoral Tribunal shall sit en banc or by a quorum. The decision of the Electoral tribunal sitting en banc shall be by simple majority if by a quorum, two-thirds (2/3) vote shall be required for a decision. The decision of the Electoral Tribunal shall be final and not subject to appeal.



• 14.4 Termination of Function. The Electoral Tribunal shall submit its findings to the Chairman of the Board of Directors within thirty (30) days of its creation, or earlier. The Chairman of the Board shall thereafter dissolve the Electoral Tribunal. Failure by the Electoral Tribunal to arrive at a decision within the aforesaid thirty (30) day period shall result in the validation of the protested elections.


ARTICLE 15 – IMPEACHMENT AND REMOVAL AND VACANCIES

• NO CHANGES

• UNLESS YOU HAVE ANY AMENDMENT(S)


ARTICLE 16 ADJUDICATORY COUNCIL

• 16.1 Nature. – The authority to redress grievances shall be vested in the Adjudicatory Council



• 16.2. Composition

–16.2 (a) The Adjudicatory Council shall be composed of a Adjudicator – General and 5 Associate Adjudicators from the member-association members, all of whom shall hold office during good behavior unless otherwise incapacitated, removed or resigned from office



• 16.2. Composition– 16,2 (b) The members of the Adjudicatory Council shall be

appointed by the President, upon the recommendation of any member of the Board of Directors and confirmed by the majority of the Board of Directors: Provided, that if the appointment is made during the period when the Board of Directors is in adjournment, the appointee shall exercise his powers and authority as herein below set forth in an acting capacity until confirmation thereof; and, Provided, finally, that in case of the failure of the Board of Directors to confirm the appointment during its regular or special session, the appointee shall exercise his functions in an acting capacity unless such appointment is withdrawn by the President.



• 16. 3. Jurisdiction Adjudicatory Council. – The Adjudicatory Council shall have original jurisdiction over disputes and controversies involving:

– 16.3 (a) The interpretation of the provisions of the Code of By-Laws, and the allocation of powers as therein set forth insofar as these refer to the Administrative Region set by APO Philippines;

– 16.3 (b)) The validity of any contract entered into by the board of Directors and/or any policy, rule or regulation of the General meeting and convention



– 16.3 (c) Two or more Alumni Association members and between members of different and the same Alumni Association affecting their membership;

– 16,3 (d) The suspension and expulsion of any Alumni Association member and individual members of respective Alumni Association members, in accordance with its internal rules and for causes as hereinabove set forth, provided that in cases of revocation of individual membership with APO Philippines, the judgment of the Adjudicatory Council shall be automatically appealed to the Supreme Adjudicatory Council of APO Philippines whose judgment of expulsion shall be final only upon confirmation by the APO Philippines General Assembly.



– 16.3(e) The validity of the election or appointment and removal of any officer of the Council;

– 16.3 (f) The decisions of the Adjudicatory Councils shall be final and executory unless a motion for reconsideration shall have been duly filed within a period of fifteen (15) days from notice thereof by the party affected.



• 16.4 The Resolutions of the Adjudicatory Council on any motion for reconsideration shall be final after fifteen (15) days from notice thereof, unless in the case of individual membership appealed to the Supreme Adjudicatory Council of APO Philippines within the same period. No second or subsequent motions for reconsideration shall be entertained unless for clearly meritorious grounds.



• Article 16 is added to create a mechanism for ACNA to address issues and conflicts regarding individual members of member-association and member-association themselves.

• This is missing from ACNA CBL and adopted from APOHPHIL CBL


ARTICLE (17)STANDING AND SPECIAL COMMITTEES

• 17.1 Creation. The President shall have the power to create standing committees, and special committees. Members of said committees shall serve at the will of the President and whose term shall, in no case, extend beyond the term of the appointing President, of two years.


ARTICLE (18) RULES OF ORDER

• 18.1 Roberts Rule. Roberts Rule of Order shall govern the business meeting of the Council, its directors and officers, and any of its standing or special committees, except as otherwise provided in this Constitution and By-Laws.


ARTICLE (19) RULE OF INTERPRETATION

• 19.1 Policies and By-Laws. In the event of conflict between this Constitution and By-Laws, and the statement of policies of this Council, or rules and regulations drafted and/or interpreted by Council officers, directors, or commissioners, the provision of this Constitution and By-Laws shall take precedence.


ARTICLE (20) AMENDMENT

• 20.1 Amendment. Only In Session. Proposals to amend the By-Laws may be submitted to the Board of Directors in writing by any member-association in good standing. The proposed amendments may be approved and ratified by an affirmative vote of two-thirds (2/3) of the membership present in a regular or special meeting called for that purpose, provided that the proposed amendments are submitted to all member-associations by the Board of Directors no later than thirty (30) days prior to the meeting.

• 20.2 Non-Waiver or Suspension. This Constitution and By-Laws shall not be waived or suspended at any time or for any purpose


ARTICLE (21) TRANSITORY PROVISIONS

• 21.1 Executive Power. The incumbent officers shall serve the unexpired portion of the present term, and shall exercise all authority, rights, and powers of their respective offices pursuant to the provisions of this Constitution and By-Laws. Except for the incumbent National President, the two (2) incumbent National Vice-Presidents, and the National Auditor, all the rest of the incumbent executive officers are hereby appointed and confirmed to hold their respective offices in conformity with the provisions of this Constitution and By-Laws. .


ARTICLE (21) TRANSITORY PROVISIONS

• 21.2 Board of Directors. Upon ratification hereof, the Presidents of the member-associations, or their respective representatives, and the Council President, 1st Vice President and Immediate past President shall constitute themselves as a Board of Directors. They shall exercise all the authority, rights, and powers pursuant to this Constitution and By-Laws.

• Adding the Council President, 1st Vice President and Immediate past President was discussed in previous article.


ARTICLE (22) EFFECTIVITY

• 22.1 This amended Constitution and

By-Laws shall be effective upon ratification.


alpha phi omega alumni council of north america (acna)

Documents

council membership

principles of alpha

members of member

associations andor

development of member

different official seal

nonprofit organization

contgeneral purpose