Constitution of the Filipino Association of University Women (FAUW)
Article I. Name
The name of this organization is Filipino Association of University Women or FAUW.
Article II. Purpose and Objectives
The purpose of the FAUW is to promote a greater awareness of Filipino culture and traditional values through educational methods.
The parameters which are established include reaching out to all of Hawaii’s ethnic groups. The methods envisaged are principally the use of cultural/educational programs such as exhibits, lectures, forums, demonstrations, plus a small collection of artifacts and resource materials and publications. Joint cooperative ventures with organizations with similar purposes, interests, and standards are also actively sought out.
Article III. Organization
The FAUW is organized exclusively for charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code (as amended). Notwithstanding any provision of these articles, the FAUW shall not carry on any other activities not permitted to be carried on (a) by an organization or association exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue Code (as amended), or corresponding provision of any future United States Revenue law, or (b) by FAUW contributions to which are deductible under Section 170 (c)(3) of the Internal Revenue Code (as amended), or corresponding provision of any future United States Revenue law.
Article IV. Membership, Volunteers, and Staffing
Membership is open to anyone who is a graduate of a four-year college or university, or those who do not have a college degree but have equivalent work experience and approved for membership by at least a simple majority vote of the members of the Board of Directors.
There shall be no discrimination on the basis of race, color, religion, gender, national origin, marital status, age, or handicap, with regard to hiring, assignment promotion, or other conditions of staff employment, use of volunteers, or delivery of other services. This policy shall apply to membership on the FAUW’s governing body or its duly organized committees.
Article V. Board of Directors
The business and affairs of the FAUW shall be managed by the Board of Directors, which shall consists of eight (8) members and the immediate past President of the FAUW, or a total of nine (9) members. The members of the Board of Directors shall be elected or appointed at a time and manner and for the term as may be prescribed by the By-Laws.
Article VI. Officers
The officers of the FAUW shall be a President, a Vice-President, a Secretary, and a Treasurer. The officers shall be duly elected or appointed at a time and manner and for the terms as may be prescribed in either this Constitution or By-Laws.
Article VII. Contracts
The Board of Directors may make contracts with any person, firm, corporation, association, or organization, to act as an agent or employee of the FAUW, to perform duties and services and to exercise power and authority on behalf of the FAUW, including ministerial, executive, and discretionary powers, subject always to the supervision and control of the Board of Directors. Any contract: (a) shall contain terms and provisions with respect to the duties, services, powers, and authority to be performed by the agent or employee, compensation, and other provisions as the Board of Directors may determine, and (b) may permit the agent or employee to deal in her own behalf with the FAUW, to hold similar positions for other corporations with which the FAUW may do business and to receive compensation therefore.
Article VIII. Interested Directors and Officers
No contract or other transaction between the FAUW and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers, or are financially interested, shall be either void or voidable because of the relationship or interest or because the director or directors are present at the meeting of the Board of Directors or a committee which authorizes, approves, or ratifies the contract or transaction, if:
(a) The fact of the relationship or interest is disclosed or known to the Board
of Directors or committee which authorizes, approves, or ratifies the contract
or transaction by a vote or consent sufficient for the purpose, without counting
the votes or consents of the interested director or directors; or
(b) The contract or transaction is fair and reasonable to the FAUW.
Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a Committee which authorizes, approves, or ratifies contract or transaction.
Article IX. Indemnification of Officers, Directors, Employees, and Agents
The FAUW shall have power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, administrative, or investigative (other than an action by or in the right of the FAUW) by reason of the fact that she is or was a director, officer, employee, or agent of the FAUW against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person on connection with the action, suit, or proceeding if she acted in good faith and in a manner she reasonably believed to be in, or not opposed to, the best interest of the FAUW. The termination of any action, suit, or proceeding by judgment, order, settlement, or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner which she reasonably believed to be in or not opposed to the best interest of the FAUW.
Article X. Corporate Liabilities
All property of the FAUW shall be liable for the debts of the FAUW. The directors, officers, and employees of the FAUW shall not be liable for the FAUW’s obligations.
Article XI. Amendments
Section 1. This Constitution may be amended by a two-third vote of the membership.
Section 2. No Amendment shall be put to vote unless the amendment has been submitted and read at a previous meeting.
ADOPTED THIS SIXTEENTH DAY OF JANUARY 2016, BY AT LEAST A TWO-THIRD VOTE OF THE MEMBERSHIP AS CERTIFIED BY THE OFFICERS OF THE ASSOCIATION.
President Vice-President
Secretary Treasurer
By-Laws of the Filipino Association of University Women (FAUW)
ARTICLE I. GENERAL
Section 1.1. Name. The Filipino Association of University Women, or FAUW, is a Hawaii nonprofit, tax-exempt corporation in compliance with regulations under the Internal Revenue Code Section 501(c)(3) (as amended), with EIN #99-0275768.
Section 1.2. Location. The principal or registered office of the FAUW shall be in the City and County of Honolulu, State of Hawaii. The FAUW may have other offices within or outside the State of Hawaii as the Board of Directors may determine or as the affairs of the FAUW may require from time to time.
Section 1.3. Purpose of By-Laws. These By-Laws are adopted pursuant to Section 415B-41 (as amended) of the Hawaii Revised Statutes. These By-Laws are the By-Laws of the Filipino Association of University Women, or FAUW, and of its Board of Directors. In the event of any conflict between these By-Laws with the FAUW’s Constitution, the Constitution shall govern.
Section 1.4. Fiscal year. The fiscal year shall begin on the first day of January of each year and shall end on the last day of December of that year.
Section 1.5. Seal. The FAUW may have a seal. The seal may be in the form as the Board of Directors may determine from time to time.
Section 1.6. Books and Corporate Records. The FAUW shall keep accurate and complete books and records of account, minutes of all meetings of the membership, the Board of Directors, and the committee meetings, at its principal office or another place as the Board of Directors may order. All books and records of the FAUW shall be available to the membership for purposes of inspection or for ay other purpose at any reasonable time.
ARTICLE II. INTERPRETATION
Section 2.1. Definitions. In these By-Laws, unless the context otherwise requires, the term:
“Association” means the Filipino Association of University Women or FAUW;
“Constitution” means the Constitution of the FAUW, originally issued in April 20,1996;
“Board” means the Board of Directors of the FAUW;
“By-Laws” means these By-Laws of the FAUW, as amended from time to time;
“She” or “her” shall also include the masculine equivalent.
Section 2.2. Number. In these By-Laws, unless the context otherwise requires, the singular shall mean the plural, and the plural shall mean the singular.
ARTICLE III. PURPOSE
The purposes of the FAUW are: 1) to promote a greater awareness of Filipino culture and traditional values through educational methods; 2) to accept contributions, gifts, bequests, or devices for the purposes of the FAUW; and 3) to engage in any other activity not otherwise prohibited by law or any regulation. The activities shall be carried out to the extent and in the manner that they further charitable and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended or superseded from time to time.
ARTICLE IV. MEMBERS OF THE ORGANIZATION
Section 4.1. Classes of Membership. There shall be two (2) classes of members: Regular Members and Student Members.
Section 4.2. Regular Members. Regular members are graduates of a four-year college or university, who are current with membership dues, and are approved for membership by at least a simple majority vote of the Board of Directors. Regular members may be approved for membership by the Board if they are not graduates of a college or university but have equivalent experience such as working with an educational or cultural organization for at least four years.
Regular members shall provide to the Board of Directors general information that the Board may deem necessary, which may include electronic or mailing addresses. The Board of Directors shall not release these information to anyone outside of the FAUW except when the regular member consents to the release.
Section 4.3. Student Members. Student members are those currently enrolled in secondary schools or college, and are approved for membership by a simple majority vote of the Board of Directors. They may not vote or seek election as an officer, but may served as committee chairperson or committee members.
Section 4.4. Dues. Membership dues shall be determined by the Board of Directors with a simple majority vote of the Board. Student members shall pay a reduced rate as determined by a simple majority vote of the Board of Directors. Payment of dues must be received by the Treasurer by the last day of each fiscal year. A regular member shall have voting rights for the fiscal year upon payment of dues.
Section 4.5. Voting Rights. Each regular member, who paid membership dues prior to the end of the last day of each fiscal year, shall be entitled to one (1) vote on each matter submitted to a vote of the members. Student members shall not have any voting privileges.
Section 4.6. Termination of Membership. Any member can be suspended, expelled, or terminated by a majority vote of the Board of Directors for good cause.
Section 4.7. Resignation. Any member may resign by filing a written resignation with any Board member. A member may also resign by non payment of the membership dues.
ARTICLE V. MEETINGS OF THE MEMBERSHIP
Section 5.1. Annual Meeting. An annual general membership meeting shall be held in January of each fiscal year for the purpose of electing officers and directors and for the transaction of other business as may come before the meeting. If election of the officers and directors at the annual meeting shall not be held on the designated day, or any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as may be convenient.
Section 5.2. Regular Meeting. A regular meeting of the members may be held as determined by the Board of Directors. Notification of the meeting shall be provided by the Secretary in the manner provided by the Board. Notification of the meeting and the agenda for the forthcoming meeting may be sent to regular members and to student members by the Secretary via email or other forms of mailing.
Section 5.3. Special Meeting. A special meeting may be called by the Board of Directors as the need arises. Notice of a special meeting shall be provided by the Secretary in the manner provided by the Board.
Section 5.4. Place of Meeting. The Board of Directors shall designate the date, time, and place for the annual, regular, and special meetings. If no meeting place is designated, then the place of meeting shall be the registered office of the FAUW. If all of the members shall meet at any time and place and consent to such meeting, then that meeting and any corporate action then taken shall be valid.
Section 5.5. Action Without a Meeting. Proper corporate action may be taken by either the Board or the members without a meeting if written consent, setting forth the action so taken, shall be noticed via email or other forms of mailing to all the Board members or regular members entitled to vote, whichever the case may be. Voting upon an action may be had without a meeting by voting through the email, but such action must be ratified by the Board at its next regular meeting.
Section 5.6. Quorum. The presence of ten (10) members shall constitute a quorum of the general membership.
Section 5.7. Prohibition Against Smoking. Smoking is prohibited at all times in all interior spaces controlled by the FAUW.
Section 5.8. Voting. The election of the officers and the Board of Directors shall be held during the annual meeting of the general membership, which shall be held in January of the fiscal year or at such time as approved by the Board. The election of the officers and the Board of Directors shall be in the manner provided by the Board of Directors.
ARTICLE VI. MEMBERS OF THE BOARD OF DIRECTORS
Section 6.1. Number of members. There shall be a Board of Directors of the FAUW, which shall be composed of nine (9) members, to include the President, the Vice-President, Secretary, Treasurer, and four (4) Directors, and the immediate past President of the FAUW. Each of the members of the Board shall be elected to a one (1) year term. The presence of five (5) members of the Board shall constitute a quorum of the Board.
Section 6.2. Chairperson of the Board. The President, during her term of office, shall serve as the Chairperson of the Board.
Section 6.3. Liability. No Board member shall be personally liable for the debts, liabilities, or obligations of the FAUW.
Section 6.4. Term of Office. The terms of Board members shall be one (1) year; however, Board members shall remain in office until their successors have been elected.
Section 6.5. Vacancies. The Board shall have the power to fill vacancies occurring in its elective membership through any cause, until the next annual general meeting of the FAUW, when those vacancies shall be filled by election for the unexpired term.
Section 6.6. No Compensation. Board members shall serve without compensation, but shall be reimbursed for certain out-of-pocket expenses in accordance with policies set by the Board.
Section 6.7. Resignation. Any Board member may resign by giving written notice to the President or the Secretary. The resignation shall take effect at the date of receipt or upon notice or at any later time therein specified. The acceptance of a resignation shall not be necessary to make the resignation effective.
Section 6.8. Removal. Any Board member may be removed by a majority vote of the general membership whenever in its judgment it is in the best interest of the FAUW.
Section 6.9. Conflicts of Interest. A Board member shall be considered to have a conflict of interest if (a) the Board member has existing or potential financial interests which impair or might reasonably appear to impair independent, unbiased judgment in the discharge of the Board member’s responsibilities to the FAUW, or (b) the Board member is aware that a person in the Board member’s family (which for purposes of this section, shall be a spouse or child) or any organization in which the Board member (or a person in the Board member’s family) is an officer, director, employee, partner, trustee, or controlling stockholder, has an existing or potential financial or other interest. All Board members shall disclose to the Board and each committee on which the Board member serves any possible conflict of interest at the earliest practical time. No Board member shall vote on any matter under consideration by the Board or committee in which the Board member has a conflict of interest. The minutes of meeting shall reflect that a disclosure was made and that the Board member having the conflict of interest abstained from voting. Any Board member who is uncertain whether a conflict of interest exists in any matter, may request the Board to determine whether a conflict of interest exists, and the Board shall resolve the question by a majority vote, with the Board member abstaining. The decision of the Board shall be determinative for all purpose.
ARTICLE VII. POWERS AND RESPONSIBILITIES OF THE BOARD
Section 7.1. Powers. Subject to limitations imposed by law, the Constitution or these By-Laws, all corporate powers shall be exercised by or under the authority of the Board. The Board shall direct the activities of the FAUW.
Section 7.2. Responsibilities. The Board shall have the following responsibilities:
(a) The Board shall exercise all powers of the FAUW between regular meetings and shall act on its behalf with regard to all matters;
(b) The Board shall be the program planning and policy making body of the FAUW between regular meetings of the FAUW;
(c) The Board shall interpret, detain, and/or adjust any policy, program, and budget to meet the realities of changing situations and availability of funds;
(d) The Board may approve the initiation and development of new activities between regular meetings of the FAUW as is deemed necessary and consistent with the FAUW’s policy; and
All substantive matters, not procedural, or day to day, or matters involving monetary commitments of $500 or more, undertaken by the Board between regular meetings, shall be reported to and ratified by the members of the Board at the next regular meeting.
Section 7.3. Duties. The duties of the Board shall be:
(a) To analyze needs, determine primary concerns and program priorities, and develop goals and policies for the FAUW;
(b) To review and evaluate the programs of the FAUW, set standard, gather and analyze data, and compare results with goals and policy;
(c) To establish planning groups as the Board may deem appropriate to carry out its purposes and duties; and
(d) To supervise the financial affairs of the FAUW, including budgetary matters.
Section 7.4. Delegation. Authority delegated to the Board by resolution of the FAUW at its annual meeting shall belong to the Board as a whole. The Board may assign to its organization substructures, by resolution or through the By-Laws, powers and responsibilities as it is able, and sees fit to assign. A permanent or irrevocable grant of powers to any substructure is not authorized.
ARTICLE VIII. MEETINGS OF THE BOARD OF DIRECTORS
Section 8.1. Regular Meetings. Regular meetings of the Board shall be held at a time and place as the President or a majority of the Board may prescribe from time to time. The Board may determine by resolution the time and place of regular meetings of the Board without notice other than by resolution. Regular meetings shall be open to all members of the FAUW but voting upon an action shall be limited to the Board of Directors.
Section 8.2. Special Meetings. Special meetings of the Board for any purpose or purposes may be held on the call of the President or any two (2) members of the Board. Business transacted at a special meeting shall be limited to the matters stated in the notice of the meeting.
Section 8.3. Notice of Meetings. (a) The Secretary shall give notice of each regular meeting of the Board. Notice shall be in writing, and shall include the Agenda of the next meeting, and may be given personally or by email or other forms of mailing, to the Board and to the members of the FAUW, not less that seven (7) days before a meeting. Notice may also be given as otherwise prescribed in advance by the Board.
(b) Notice of each Special Meeting, setting forth the time, date, and place of the meeting and the specific nature of the business to be transacted, shall be given by the Secretary as stated in the Section 8.3(a) above, not less than three (3) days prior to the meeting.
Section 8.4. Waiver of Notice. The transaction of business at any meeting of the Board, however called and noticed and wherever held, shall be valid as though held at a meeting after regular call and notice, if a quorum is present and if, either before or after the meeting, each Board member signs a written waive or notice. All waivers shall be filed with the corporate records as part of the minutes of the meeting.
Section 8.5. Quorum. A quorum of the Board is a majority of the total number of Board members or five (5) members of the Board. If there is no quorum because of permanent vacancies in the membership of the Board, the remaining Board member or Board members may not act except to elect Board members to fill the permanent vacancies. In the absence of a quorum, the presiding officer or a majority of the Board members present may adjourn the meeting from time to time without further notice until a quorum is present. An act of the majority of Board members present at a duly called meeting at which a quorum is present shall be the act of the Board except when a greater number may be required by law, the Constitution, or these By-Laws.
Section 8.6. Presumption of Assent. A Board member who is present at a meeting of the Board at which action on any matter is taken shall be presumed to have assented to the action. To dissent, the Board member’s dissent or the Board member’s withholding of the Board member’s vote shall be entered in the minutes of the meeting. Alternatively, the Board member shall file a written dissent to the action with the person acting as the Secretary of the meeting.
Section 8.7. Non-attendance. The President has the authority to ask for the resignation of a Board member who has three (3) consecutive absences as determined by the Board.
ARTICLE IX. COMMITTEES
Section 9.1. Standing Committees. The President, upon approval by the Board, shall appoint the Chair and its members to the following committees:
(1) Membership. This committee shall be responsible for recruiting members on an ongoing basis and maintaining an updated list of members and their contact data.
(2) Pasko. This committee shall be responsible for planning and organizing the FAUW’s annual event held during the month of November or December.
(3) Programs. This committee shall be responsible for planning and organizing the FAUW’s various programs to be held during the year.
Section 9.2. Special Committees. The President may create, upon approval of the Board, special committees that are in the interest of the FAUW. Special committees may include non-members who support the philosophy, objective, and interest if the FAUW.
ARTICLE X. OFFICERS
Section 10.1. Officers, Election, and Terms of Office. The officers of the FAUW shall be a President, a Vice-President, a Secretary, and a Treasurer. Each officer shall be elected for a term of one (1) year and shall be elected at the annual meeting of the FAUW.
Section 10.2. Vacancies. A vacancy in any offices of the FAUW shall be filled in accordance with Section 6.5 of these By-Laws.
Section 10.3. President. The President shall be the chief executive officer of the FAUW, shall preside at all meetings of the FAUW, shall appoint the chairpersons for all standing and special committees, and shall perform any other duties as are customary to the office.
Section 10.4. Vice-President. The Vice-President shall perform the duties of the President, and when so acting, shall have all the powers of the President, and shall perform other duties as from time to time may be assigned by the President or the Board.
Section 10.5. Secretary. The Secretary shall keep and maintain general records of the FAUW, including records of meetings. She shall provide notice to the membership of all meetings of the membership and Board and in general shall perform all duties incidental to the office of Secretary and other duties as may be assigned from time to time by the President or the Board.
Section 10.6. Treasurer. The Treasurer shall have the custody of all funds and shall settle obligations of the FAUW. She shall maintain a complete record of all assets and liabilities, report on the FAUW’s financial condition at each meeting, and submit financial reports to the membership. The Treasurer shall maintain an inventory of all properties belonging to the FAUW, submit a report of the financial inventory to the membership at the first regular meeting of the following year, and in general shall perform all duties incident to the office of the Treasurer and other duties as may be assigned from time to time by the President or the Board.
ARTICLE XI. ADVISORY COUNCIL
Section 11.1. There may be an Advisory Council of the FAUW which shall be supportive of the mission of the FAUW. The President may appoint a special committee to recommend potential members for Board approval.
ARTICLE XII. CONDUCT OF BUSINESS
Section 12.1. Execution of Contracts. The Board may authorize any officer or officers, agent or agents, to enter into any contract or execute any instrument, in the name of and on behalf of the FAUW. The authority may be general or confined to specific instances.
Section 12.2. Checks and Orders; Deposits. Funds of the FAUW shall be disbursed only on checks or withdrawal orders of the FAUW, signed by the President or a Board member, and the Treasurer. All funds of the FAUW shall be deposited from time to time to its credit in financial institutions or depositaries as the Board may designate.
Section 12.3. Chart of Accounts. The Board may adopt, and from time to time amend, a chart of accounts of the FAUW’s deposits.
Section 12.4. Gifts. The Board may solicit, and otherwise accept, on behalf of the FAUW, any contribution, gift, bequest, or devise that promotes the general purpose of the FAUW.
Section 12.5. Net earnings. No part of the net earnings of the FAUW shall inure to the benefit of, or be distributable to, its directors, officers, members, or other private persons, except that the FAUW is authorized and empowered to pay reasonable compensation for the services rendered and to make payments and distributions in furtherance of the purpose of the FAUW.
Section 12.6. Dissolution. Upon dissolution of the FAUW, 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 tax code), or shall be distributed to the federal government, or to state or local government, for a public purpose.
ARTICLE XIII. INDEMNIFICATION
Section 13.1. Indemnification. The FAUW may indemnify any person who was or is a party or is threatened to be made a party, to any threatened, pending, or completed action, suit, or proceeding, whether civil, administrative, or investigative (other than an action by or in the right of the officer, employee, or agent of the FAUW against expenses (including attorney’s fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding, if she acted in good faith and in a manner she reasonably believed to be in or not opposed to, the best interest of the FAUW. The termination of any action, suit, or proceeding by judgment, order, settlement, or its equivalent, shall not of itself, create a presumption that the person did not act in good faith, and in a manner which she reasonably believed to be in or not opposed to the best interest of the FAUW.
Section 13.2. Insurance. The FAUW may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the FAUW against any liability asserted against her and incurred by her in any capacity or arising out of her status as such, whether or not the FAUW would have the power to indemnify her against liability under the provisions of this Article.
ARTICLE XIV. ARBITRATION OR MEDIATION
Section 14.1. Involving the FAUW. All disputes or claims for damages or other relief among or between the FAUW and any member, director, officer, employee, or agent of the FAUW shall be submitted to arbitration or another form of nonjudicial dispute resolution.
Section 14.2. Among Other Persons. All disputes or claims for damages or other relief among or between any member, director, officer, employee, or agent of the FAUW which relate to any matter involving the FAUW or the outcome of which could affect the FAUW shall be submitted to arbitration or another form of nonjudicial dispute resolution.
Section 14.3. Arbitration Rules. Unless the Board shall decide to the contrary, all disputes or claims for damages or other relief governed by Section 12.1 or 12.2 of these By-Laws shall be arbitrated in accordance with the Rules of American Arbitration Association.
Section 14.4. Invalidity. In the event that any provision of this Article is declared invalid by a competent court, every dispute or claim for damages or other relief among or between the persons described in this Article shall be tried solely by a judge without a jury.
ARTICLE XV. AMENDMENTS
These By-Laws may be altered, amended, or repealed and new By-Laws may be adopted by a two-thirds (2/3) vote of the membership at the annual meeting, any regular meeting, or special meeting.
ADOPTED THIS SIXTEENTH DAY OF JANUARY 2016, BY AT LEAST A TWO-THIRDS VOTE OF THE MEMBERSHIP AS CERTIFIED BY THE OFFICERS OF THE FAUW.
President Vice-President
Secretary Treasurer