You are on page 1of 10

PHILIPPINE AMERICAN PRESS CLUB USA CONSTITUTION AND BY-LAWS PREAMBLE We, Filipino-Americans who are residents of Northern

California, imploring the aid of the Divine Providence, had decided to form an organization that shall embody the ideals of the freedom of the press, conserve and develop the patrimony of the industry, and secure to ourselves and our posterity which is under the regime law, justice, peace, order and fraternity, do hereby ordain and promulgate this constitution. ARTICLE I DECLARATION OF POLICY SECTION 1 – It shall be the policy of this Press Club to dedicate itself to the proposition that it shall be committed to the standard of excellence in the field of journalism. SECTION 2 – It shall adopt a highly responsible, consistent, fearless and yet compassionate stance in the exercise of the powers and privileges of the freedom of the press. ARTICLE II OBJECTIVES SECTION 1 - It shall be the objectives of this Press Club: a. To highly uphold the “Code of Ethics” of journalism. b. To promote and maintain peace, harmony, diplomacy and friendliness with anyone in the exercise of the powers, prerogatives and privileges of freedom of the press. c. To make this press club the “hub” of journalistic activities in our community, to discuss ideas and current events and listen to the views of others. d. To create programs for the advancement of our members in the field of journalism e. To implement laudable projects that shall benefit both the Press Club and our community. f. To create programs for the advancement of our members in the area of journalism.. ARTICLE III OFFICIAL NAME, ADDRESS AND SEAL SECTION 1 – The name of the organization shall be the “Philippine American Press club, U.S.A. or PAPC in short of the “Press Club.’ SECTION 2 – The official address shall be the home or business address of the incumbent President. SECTION 3 – The official “Seal or Logo” reflecting the Press Club’s ideals and objectives, shall be designed to be submitted to the general assembly for approval. Likewise, a banner carrying the office seal of logo be made for display whenever and wherever the Press Club shall hold its meetings, and to be flown or displayed during any outdoor activities. ARTICLE IV TYPE OF CORPORATION SECTION 1 – This Press Club shall be incorporated as a Non-Profit Mutual Benefit Corporation in the State of California. It shall apply for a tax exempt status under Section 501(c) 6 of the Internal Revenue Code and Section 23701e of the Revenue and Taxation Code of the State of California. SECTION 2 – One of the purposes of this Press Club is to raise and disburse funds in order to achieve its aims and goals, and to engage in any lawful ventures of business activities for which a non-stock/nonprofit corporation may exist under the corporation law in the State of California.

1

ARTICLE V MEMBERSHIP SECTION 1 – CRITERIA: Membership in this Press Club will be composed of: Journalists, Publishers, Editors-in Chief, Columnists, News reporters, Correspondents, Contributors, Radio and TV producers, Directors, Managers, Editorial Staff, Field Reporters or any individual who had been involved in journalism. SECTION 2 – FOUNDING MEMBERS; Original members before the adoption of the first Constitution and ByLaws, shall remain a member, if they so desire and upon payment of the annual dues. SECTION 3 – MEMBERSHIP APPLICATION: All applicants shall fill-up an application form from the Committee on Membership, who shall process same for recommendation to the Board of Directors. SECTION 4 – CLASSES OF MEMBERSHIP: There shall be FOUR (4) classes of membership in the Press Club, namely, Regular, Associate, Honorary and Lifetime. a. REGULAR MEMBERS: A regular member may be active or inactive. An active regular member shall be one who is a member in good standing and active in Club activities. Only regular members who are members in good standing in accordance with Section 5 in this article shall have voting rights. CORPORATE MEMBERS: Publishers in good standing in accordance with Section 5 in this article shall be accorded to three member representatives and two votes. ASSOCIATE MEMBERS: Any person engaged in business or any person representing any business, corporate executives, entrepreneurs, students pursuing journalism, communications and related course, who are willing to subscribe to the Press Club Bylaws and who are supportive of all the purposes and objectives of the Press Club shall be classified as an Associate Member. Associate members cannot vote nor be elected as an officer of the club. HONORARY MEMBERS: Honorary membership shall be conferred upon individuals who have made notable contributions to the Press Club and distinguished themselves in promoting the ideals of the association. These members do not pay dues and do not have the same rights as regular members. They cannot vote nor be elected as an officer of the club. LIFETIME MEMBERSHIP- A lifetime member has the same rights as a regular member. Lifetime membership is a one-time payment of $1,000. Lifetime membership dues shall be restricted funds and shall not be available for operating expenditures, however, the earnings of lifetime dues may be available for expenses related to the management and administration of the Press Club.

b.

c.

d.

e.

SECTION 5 – MEMBERSHIP DUES: The annual membership dues shall be payable on the date of admission, and every January 1st thereafter, subject to increase at the discretion AND APPROVAL OF 2/3 of the Board of Directors. a. Regular membership dues $50 b. Corporate membership dues $100 c. Associate Members - $25 Students - $1 d. Honorary Member – Free e. Lifetime Membership - $1,000 SECTION 6 – MEMBERS IN GOOD STANDING: A member in “good Standing” or known as “Bona Fide” in this by-laws, are those members who have currently paid their dues. SECTION 7 – MEMBERS IN PUBLIC OFFICE: Any officer of the Press Club who is elected to public office, shall be deem resigned, without necessarily forfeiting his/her membership with the Club.

2

ARTICLE VI MEETINGS SECTION 1 – This Press Club shall have monthly Board meeting, and annual membership meetings as follows: a. The monthly Board meetings shall be held every third Thursday of the month. The time, date and place shall be determined by the Executive Board. The purposes of these meetings are: to address the issues on a planned agenda, to discuss future activities, to encourage fellowship and camaraderie among the directors. b. The annual membership meetings on the other hand, shall be scheduled on the first Saturdays of December, for the presentation of the President’s annual report, and officers’ installation every other year.

SECTION 2 – A QUORUM in every Board meeting shall have the attendance of seven (7) voting members. Affirmative votes of one-half (1/2) plus one, of members present, can pass or approve a motion or resolution. SECTION 3 – A minimum, of five (5) regular members can call for a special meeting, by submitting a written request, at least seven (7 ) days in advance, to the President, specifying the agenda, so the merits of the request can be taken into consideration. SECTION 4 - In every meeting, members must register their attendance for future reference, and the Executive Secretary must see to it that this is done. SECTION 5 – The order of business in all meeting are the following, however, if there are priorities or urgent matters that need immediate attention, some of the order of business below can be waived by the President with the approval of the Executive Board. 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. Call to order Invocation Reading and approval of the minutes from the last meeting Report of the President Reports of Officers (If there are any) Report of Committee Chairmen/Chairpersons (if there are any) Unfinished business (from the last meeting) New business Other matters Announcements Adjournment

ARTICLE VII RIGHTS OF MEMBERS SECTION 1 – A bona fide Regular member shall have the following rights and privileges: a. Right to vote in all matters relating to the affairs of the Press Club b. The right to run for any elective offices and to be selected to any appointive position . c. To avail himself/herself to all the facilities of the Club. d. To examine all the records/files of the Club.

ARTICLE VIII DUTIES AND RESPONSIBILITIES OF MEMBERS SECTION 1 – A bona fide member shall have the following duties and responsibilities: a. To follow and comply with all the provisions of the bylaws and other rules and regulations of the club. b. c. To attend all regular, annual and all activities of the Club when required to do so. To pay promptly all the dues and other assessments of the Club.

3

ARTICLE IX SUSPENSION AND TERMINATION OF MEMBERS SECTION 1 - Suspension and termination of members shall be in accordance with the provisions of the by-laws, rules and regulations of the Press club, as follows: a. Any member can file charges against any member who have violated the club’s By-Laws by submitting in writing the violation committed by the accused, to the Board of Directors. If the charges are justifiable, an emergency Board meeting will be called for the purpose. The affirmative votes of one-half (1/2) plus one (1) of the members present, can suspend or terminate the accused member. For any reason, a member who may have the desire to resign, can do so by notifying the Membership Committee either verbally or in writing, who shall in turn refer same to the Board of Directors. Any regular or associate member who is compelled to move to a distant place of residence, whose compulsory attendance to the various activities of the Club becomes impossible, is considered “On Leave of Absence.” At any time aforesaid member returns to the fold, he/she shall be automatically reinstated as a regular member upon payment of the annual dues for the current year only.

b.

c.

d. “Leave of Absence” will not apply to directors or officers of the Board. Either one is an active member or not. Any member of the Board who cannot be active due to his/her distant place of residence shall have to resign from the Board. e Any member who is no longer active or had been consistently absent for two (2) consecutive years, can remain as member but whose right to vote and voted upon if he/she decides to run for office, is heretofore forfeited. f. Any member whose right of suffrage had been forfeited or terminated, shall have the option of reinstatement upon payment of his/her dues in arrears retroactive from the day it started.

ARTICLE X OFFICERS SECTION 1 – The officers of this Press Club who are to be elected at large, for a term of two (2) years, are the following: 1. 2. 3. 4. 5. 6. 7. President Internal Vice-President External Vice-President Executive Secretary Treasurer Auditor Thirteen (13) Board Directors

SECTION 2 – MEETINGS: A regular meeting of the Executive Board shall be held every second Saturday or a designated day on a monthly basis. A special meeting of the Executive committee may be called by the president as the need arises. Notice of all meeting shall be emailed at a reasonable date (at least three (3) days) before the meeting by the Executive Secretary. A majority equivalent of fifty-one percent (51%) of the Executive committee or Executive board shall constitute a quorum for the transaction of business. All meetings of the Executive Board shall be conducted under the parliamentary law and procedures based on “Robert’s Rules of Order” newly revised. SECTION 3 – VOTING AT MEETINGS: Only official members of the board of Directors shall vote during meetings of the Board and or the Executive Committee. No voting by proxy is allowed at any business meeting of the Press Club. SECTION 4 - FILLING OF VACANCIES: A vacancy occurring in the Board of Directors shall be filled up by the president from among the members of the Press club. The process of filling up such vacancy requires the

4

submission of Resume and a background check by the membership committee and the approval of the majority of the board. A member of the board approved or designated to fill such vacancy shall serve only for the unexpired term of office of his/her predecessor. SECTION 5 – COMPENSATION: Members of the Board shall hold office without compensation. If voted, subject to the availability of fund, any expenses made in advance by any member relating to the affairs of the Press Club shall be reimbursed, provided proof of receipt is presented to the treasurer. SECTION 6 – REMOVAL: Any member of the Board of directors may be removed by two thirds (2/3) vote of the full members of the Board whenever it believes such removal will serve the best interests of the Press Club. Causes for initiating removal process are criminal conviction and imprisonment, disability, death, transfer of resident outside the State of California, nonpayment of dues and obligations to the Press Club and inability to attend for three (3) consecutive regular meeting of the board and the general members without proper excuse obtained from the Board.

ARTICLE XI DUTIES, FUNCTIONS AND POWERS OF EXECUTIVE BOARD/OFFICERS SECTION 1 – THE PRESIDENT – shall have the following duties, functions and powers: a. He/She shall be the Chief Executive Officer (CEO) of the Corporation, and shall preside in all meetings,including the Board of Directors, and shall open the meetings by taking the Chair, and calling all the members present to order and to ascertain that the quorum is present. b. To declare the business at hand before the body, in correct order, and to assign the floor to members by announcing their names and the subject matter to be presented or discussed. c. He/She shall review and approve all financial transactions and signs business deals and checks. d, He/she shall execute resolutions and enforces rules based especially on the latest edition of “Robert Rules of Order, Newly revised,” to maintain order and decorum, and other motions that might require action by the Chair, and to declare the assembly recessed or adjourned. e. When invited, he/she shall head all delegations in business ventures, press conferences, civic activities,etc. f, The President shall have the power to appoint any vacancy of office, board of directors subject to approval of the Board. g. In the event that the President is absent or incapacitated to perform his/her duties: The following will assume the office of the president in the following order: 1. Internal Vice-President 2. External Vice President 3. Executive Secretary SECTION 2 – THE INTERNAL VICE-PRESIDENT shall have the following duties, functions and powers: a. When the President is absent or unable to perform his/her duty, the Internal VP shall take over the job of the president. b. He/She shall be in-charged of membership development and recruitment of new members and Programs and Services (Forums and Conferences.) c. From time to time, he/shall perform other duties that may be assigned to him/her by the President. SECTION 3 – THE EXTERNAL VICE-PRESIDENT shall have the following duties, functions and powers: a. He/She shall be in-charged of Public Relations, Marketing and Advertisement b. He shall be the third in line to the presidency. c. From time to time, he/shall perform other duties that may be assigned to him/her by the President. SECTION 4 – THE EXECUTIVE SECRETARY shall the following duties and functions: a. He shall be seated next to the Presiding Officer at all times during meetings, to register all members present, to record all minutes of the meeting, for reading and approval in the next meeting. b. He/She shall have one (1) journal for attendance, and one for minutes of the meetings. c. He/She shall be in charged in dissemination all notices of schedules of the club’s activities, invitations, and other matters which require full information of the members.

5

d. e.

He/She shall maintain updated file of the Club’s records, documentations like the original Constitution an By-Laws, audio/video, footages, pictures/albums, newspaper clippings, plaques, trophies, etc. In his/her absence, the Presiding Officer can appoint a “Pro Tem” from among the members present to do the job of the Secretary.

SECTION 5 – THE TREASURER- shall have the following duties and functions: a. He/She shall be the Financial Officer of the club, and must issue receipts in all cash transactions, either account receivables or account payables. b. He/She shall sign all checks for bank deposits and withdrawals, to be countersigned by the President, through a resolution. c. He/she shall render financial statements, property and other accountabilities to be presented in every monthly meetings, or immediately after a termination of a fund raising event. d. Before the end of the fiscal Year (FY) from Jan. 1 to Dec. 31) the annual financial report must be accomplished together with the President’s Annual Report for presentation in the annual meeting, and subsequently to be submitted to the Internal Revenue and Taxation. e. He/She shall maintain a file for all financial statements and other documentations especially copies of all checks either income or disbursements, for easy access to all the members of the Club. SECTION 6 – THE AUDITOR shall have the following duties and functions: a. He/she shall be responsible to audit the book of the Treasurer after the end of June annually and report to the board its findings. Conduct a periodic auditing of the Club’s “Income and Expense Statements” and other accountabilities of the Club. b. He/She shall also be responsible for conducting periodical audits to determine the compliance with the provision of thee bylaws, approved policies and procedures, internal control systems and procedure and submit written report to the board. c. He shall see to it that all requirements of the Internal Revenue and Taxation Codes are fully complied with in the Treasurer’s report. SECTION 7 – THE BOARD OF DIRECTORS shall have the duties, functions and powers: a. The Board of Directors shall be composed of thirteen (13) members. The President shall preside in all meetings of the Board. The Board of Directors shall have the vested power to conduct suspension, expulsion of members, and all Officers of the Club. b. In cases where the President is accused of violating the constitution and By-Laws of the club, the Board shall elect among themselves, a Chairman/Chairperson, who shall preside in the impeachment proceedings of the President. c. The Board shall have monthly meetings as stated in Article VI - Section 1 .The date, time, place and the agenda shall be disseminated by the Secretary at least one (1) week prior to its occurrence. d. They are the “Policy Making Body” and “Quality Controller” of the Club when it comes to membership. e. They have the power to make decisions in matters where the integrity and prestige of the Club is at stake or being threatened by either internal or external forces. f. The immediate past president will automatically become a member of the Board for one full term.

ARTICLE XII BOARD WORKING COMMITTEES SECTION 1 – STANDING COMMITTEES – are permanent defined committees with designated chairpersons as provided for in this Section a. POLICY AND OVERSIGHT COMMITTEES Shall be appointed by the president and shall be responsible for developing policies, operating procedures, code of ethics, and administrative rules and procedures and recommends to the board for approval. The committee is also responsible for strict compliance with approved policies, operating procedures, applicable federal and state laws and regulations. b. MEMBERSHIP COMMITTEE – The membership committee is chaired by the Vice President, Internal Affairs and responsible for establishing guidelines and criteria for admitting members of the Press Club and recruiting and processing applications of members applicants and recommends admission to the board for approval.

6

c.

FINANCE AND BUDGET COMMITTEE – The Treasurer chairs this committee, along with other three (3) members that will be appointed by the president and this committee shall be responsible for establishing budget for operating and program expenditures, and ways and means of raising funds to finance management and administrative expenses, programs, projects and other activities of the Press Club. COMMITTEE ON REGULAR MEETINGS: This committee is chaired by the Executive Secretary of the Press Club; shall be responsible for mailing notice of the meetings, ensuring membership attendance, and other information necessary for the proper conduct of the meeting. COMMITTEE ON ANNUAL MEETING AND CONFERENCES: The Internal Vice President chairs this committee, with 2 other members appointed by the president, shall be responsible for planning and coordinating annual meeting and conference of the Press Club.

d.

e.

SECTION 2 – SPECIAL COMMITTEES - The president may form or create a special committee for a specific purposes and function with the approval of the board. Suggested committees are the following: a. BY-LAWS COMMITTEE – Shall be appointed by the president and shall be responsible for amending the By-laws as necessary. COMMITTEE ON SERVICE AWARDS: This committee shall be responsible for conducting annual selection of regular members or non-members of Philippine ancestry who have achieved outstanding service and recognition in the field of journalism. Selected awardees under the category of print, television and radio shall receive a service awards during the annual meeting and conference of the Press Club. This committee shall be responsible for establishing selection criteria for approval by the board. PROGRAMS COMMITTEE: The programs committee Chair is appointed by the president; and responsible for establishing program services (a) to conduct the process of granting financial assistance to journalism and communication students and to other nonprofit corporation with an IRS code Section 501(c)(3) Tax-Exempt status for charitable purposes; and (b) establish policy and procedures for granti-making and recommends to the board for approval. The treasurer will be involved in this committee. Sub-sections for this committee are: 1- Grant-making 2- Fundraising 3- Philanthropy PUBLIC RELATIONS – This committee is Chaired by the External Vice President and responsible for public outreach – part of which is disseminating press releases regarding the Press Club activities and advocacies. Working with the Membership Committee to identify and recruit journalism students; and other partnerships with other similar clubs.

b.

c.

d.

e. QUARTERLY KAPIHAN – The president appoints the Chair of this committee. Responsibilities for this committee are to schedule the Quarterly Kapihan, research relevant topics, venue, speakers and logistics; and to be presented to the board for approval. ARTICLE XIII ELECTION OF OFFICERS SECTION 1 – Election of Officers in the Executive Board, and the Board of Directors, shall be held at the same time, every other year, the date of which shall be the first Saturday of October, the time and place shall be determined by the commission on Elections. SECTION 2 – A member who has the intention to run for any office shall fill-up a form prepared by the Comelec Entitled “Notice of Intention to Run” with a $10.00 filling fee to cover election expenses. SECTION 3 – Floor nominations for Executive office are not allowed. Floor nominations for board of directors are allowed. Secret balloting shall be permanently adopted in all elections of the club.

7

SECTION 4 – A bona fide member is entitled to one (1) and must be present to cast his/her vote. No voting by proxy allowed. SECTION 5 – At least one (1) week before the election, the Treasurer shall submit a list of members who are delinquent in their dues to the club, so they can renew or lose their rights to vote or run for an elective office.

ARTICLE XIV ELECTIONS SECTION 1 – COMELEC. The members of the commission Elections, or Comelec in short, shall be appointed by the Board of Directors, with a Chairman/Chairperson, with at least two members. A – In cases where the incumbent President is running for re-election, he/she shall not be allowed (the President) to get involved in the appointment of all the members of the Comelec. B – In cases where the majority members of the Board are running for re-election. The president shall appoint a Chairman/Chairperson and two members from the general membership to form the Commission on Election subject to the approval of the Board. C – The appointments of the Chairman/Chairperson and members of the Comelec, shall be done at least one (1) month before the election for them to have ample time to prepare the necessary forms, ballots, rules, guidelines and paraphernalia, to conduct a well organized elections. SECTION 2 - Nominating Committee shall f a nominating committee shall be formed from the board of directors.

ARTICLE XV TENURE OF OFFICE SECTION 1 – All Officers, Board of Directors included, shall serve for two (2) years which is equivalent to one term. SECTION 2 – All elected Officers shall perform their duties after induction, starting from January 1st and ends on December 31st. two (2) years after. SECTION 3 – Incumbent Officers shall be limited to only (2) consecutive terms for the same office or a total of four (4) years.

ARTICLE XVI GENERAL ASSEMBLY SECTION 1 – The “General Assembly” is the highest/supreme Policy Making body of the Press Club. SECTION 2 – It shall be composed of all the Officers and Bona Fide members of the club. Quorum shall be composed of 50% plus 1 (one) of the bona fide members. SECTION 3 – it has the only vested authority to confirm or override, all proposals and decisions of the President and the Board of Directors. SECTION 4 – It also has the sole authority to ratify or reject any proposal to amend the Constitution and By-Laws submitted for ratification.

8

ARTICLE XVII AMENDMENTS SECTION 1 – These By-Laws or any provisions thereof, may be amended or repealed in part or in its entirety, in the following procedures. a. Every proposal to adopt, amend or rescind any provisions in the By-laws, shall be made in writing set forth in the nature of its proposal. b. A majority of the affirmative votes by the Board, shall be required to approve a proposed amendments of the by-laws. After passed by the Board, the President shall then call a general meeting, to ratify the approved proposed amendment. One half (1/2) of the Bona Fide members present, plus one (1), shall pass aforesaid amendments. A resolution by the Committee on Amendments may propose to amend some or most of the provisions which are no longer compatible, or have become obsolete or frivolous to be implemented by the Club. Any amendment or repeal of the By-laws, before being voted in the general assembly, shall be disseminated to all the bona fide members and officers, thirty (30) days before the scheduled meeting for such purpose. Approved amendments shall take effect upon formal notification to be made by the Board. All records of amendments shall be maintained in the minutes of the meetings of the Board, and copies of the Bylaws as amended shall be reproduced for distribution to all the Officers of the Club and general membership.

c.

d.

e.

ARTICLE XVIII GENERAL PROVISIONS SECTION 1– All monies and properties that the Press Club acquired, belong to the Club. SECTION 2– All monies derived for donations, fund raisings and other sources, shall be deposited in the Club’s bank account and shall be called as “Trust fund.” SECTION 3 - No member of the Press Club shall be allowed to use the name of seal of the club, without the proper credential or authority of the President. SECTION 4– This revised Constitution and By-Laws, after ratification in a general meeting, shall supercede all previous Constitution and By-laws adopted by the Philippine American Press Club U.S.A. SECTION 5– In the absence of any definite rules, Robert’s Rules of Order, latest edition of the famous manual of parliamentary procedures shall govern all deliberations of the general assembly and the Board of Directors’ meetings.

Note: The newly revised Constitution and By-Laws of the Philippine American Press Club was approved by the majority of the General Membership on April 30, 2010. Revision of the PAPC By-Laws was approved by the By-Laws Committee on February 3, 2010 in San Francisco, California; and was presented and approved by the Board on March 19, 2010. By-Laws Chair: Rudy Asercion Members: Esther Chavez, Jossie Alegre, Charito Benipayo, Carmen Colet and Antonio Villegas Jr.

Signatures of the Board officers and Members follow on second page:

9

Esther Misa Chavez, President –

Henni Espinosa, Vice President, External Affairs

Mark Alegre, Vise President Internal Affairs

Joseph Peralta Executive Secretary

Aida Barrios Interim- Secretary

Jossie Alegre Auditor

Rudy Asercion Member

Charito Benipayo Member

Romy Benipayo Member

Carmen Colet Member

Lorna Dietz Member

Nerissa Fernandez Member

Gigi Macabenta Member

Greg Macabenta Member

Dave Rodriguez Member

Pep Vasquez Member

Antonio Villegas Member

10