The Ohio Philippine - American Society

The Ohio Philippine-American Society

Bylaws

ARTICLE I.                NAME, PRINCIPAL OFFICE & PURPOSE

Section 1.           NAME. The official name of the organization shall be "The Ohio Philippine-American Society", also known as "TOPAS.” TOPAS shall be a nonprofit organization incorporated under the laws of the State of Ohio, headquartered in Columbus, OH. Herein, the term Association or TOPAS shall refer to The Ohio Philippine-American Society.

Section 2.           PRINCIPAL OFFICE ADDRESS. The principal office address of TOPAS shall be 3439 Westerville Rd. Columbus OH 43224

Section 3.           PURPOSE. The Ohio Philippine-American Society is organized exclusively for community activities including charitable, educational and social purposes, more specifically:

(a)   To preserve and promote the social and cultural heritage of its members and their community.

(b)   To provide a forum for its members to increase understanding and foster friendship between the Filipino and American people.

(c)   To engage in such charitable acts as its members shall determine in the keeping with the spirit and traditions of its membership.

(d)   To engage in such other activities consistent with the purpose of which TOPAS was established.

ARTICLE II.               MEMBERS

Section 1.           MEMBERS. Membership shall consist of those individuals or families who have paid their current dues and live in the state of Ohio.

Section 2.           LIFETIME MEMBERS. These are members who paid $100 at the inception of the organization and shall be considered lifetime members without the yearly payment of dues.

Section 3.           ANNUAL DUES.  Membership dues are collected annually. The Board shall, with the recommendations from the Public Relations Sub-committee and with approval at a general meeting, establish the membership fees. Membership dues are non-refundable.

Section 4.           RIGHTS. All members will have the same rights. Those rights are:

(a)  To vote.

(b)  To participate in any TOPAS event or meeting.

(c)   To nominate candidates.

(d)  To hold office.

ARTICLE III.              THE BOARD

Section 1.           ROLE & RESPONSIBILITIES. The Board shall be composed of the officers and trustees. The Board shall manage the affairs of TOPAS as follows:

1)     Maintaining and accounting for TOPAS’ funds and the preparation of monthly and annual statements of such funds, collected and expended.

2)     Approving the proposed budget for the fiscal year presented by the Treasurer.

3)     Maintaining records of the Association’s meetings.

4)     Propose goals and direction for the Association to be debated and approved at any general meeting or the annual meeting.

5)     Making arrangements for all meetings and setting agendas.

6)     Forming and monitoring committees, including the Election Committee.

7)     Determine what contributions shall be made to charitable organizations.

8)     Disseminating information to the membership.

9)     The Board shall have the authority to prescribe such procedures, as it deems appropriate for adequate administrative and accounting controls.

Section 2.           NUMBER. The Board shall be composed all the officers, as stated in Article V, plus 5 trustees.

Section 3.           STAGGERED TERMS OF TRUSTEES. Three of the trustees shall be elected on even years. The remaining trustees shall be elected on odd years.  Trustees shall be elected to 2 year-terms.

Section 4.           QUALIFICATIONS.  Each trustee shall be a member in good standing with the Association and shall meet the minimum age of twenty-one (21) years of age. One member of the Board shall also hold the office of President of the Association.

ARTICLE IV.              MEETINGS & VOTING

Section 1.           GENERAL MEETINGS.  The Board shall meet monthly, at an agreed upon time and place. Meetings may also be conducted by telephone or teleconference. Members are welcome to attend the general meetings.

Section 2.           QUORUM.  A quorum must be attended by at least 51 percent of the Board before business can be transacted or motions passed. 

Section 3.           VOTING. A simple majority vote from members present at the general meeting shall constitute approval of a proposed action.

Section 4.           FIRST MEETING OF THE YEAR.  This meeting shall be held no later than 45 days after the beginning of the fiscal year.  At this meeting the members receive reports on the activities of the Association, including the previous year’s financial report, and discuss the direction and budget of the Association for the coming year.

Section 5.           FISCAL YEAR. The fiscal year of the Association shall be from January to December.

ARTICLE V.               OFFICERS

Section 1.           OFFICERS.  There shall be five elective offices consisting of a President, Vice-President, Secretary, Treasurer and the Public Relations office.

Section 2.           STAGGERED TERM. To maximize expertise and promote a smooth transition in managing TOPAS’ affairs a staggered term system shall be used. The Secretary, Treasurer and three Public Relations Officers shall be elected on odd years. The President, Vice-president and the remaining (up to four) Public Relations officers shall be elected on even years.  Officers shall be elected to hold office for a period of two years.

Section 3.           VACANCIES. Vacancies due to resignation or removal from office shall be filled by majority vote at a general meeting once a nomination has been made.

Section 4.           DUTIES OF OFFICERS. 

President. The president shall:

1)     Convene regularly scheduled meetings and preside, or arrange for other members to preside at meetings.

2)     Designate committees or work groups to assist in carrying out the objectives and operations of TOPAS, with Board approval.

3)     The president shall perform other duties as are necessarily incident to the office of president or as may be prescribed by the Board.

Vice-President.  The vice-president shall:

1)     Perform the duties of the president in the event of the president’s temporary absence.

2)     The vice-president automatically becomes the presiding officer in the event of a vacancy in the president office.

3)     The vice-president shall have such other duties the president or the Board may assign.

Treasurer.  The treasurer shall:

1)     Make a report at each board meeting.

2)     Keep an account of all moneys received and expended for the use of TOPAS.

3)     Make disbursements authorized by the Board.

4)     The treasurer shall deposit all sums in the bank or banks, approved by the Board, and shall make financial information available to Board.

5)     Maintain accurate financial records, including all original receipts and disbursements.

Secretary. The secretary shall:

1)     Maintain records of Board actions, including overseeing the taking of minutes at all meetings and sending out announcements.

2)     Distribute copies of minutes and the agenda at meetings.

3)      Make available copies of the minutes to interested members.

4)     Assist with all membership communications.

5)     Maintain copies of the Association’s bylaws.

    Public Relations Officer. There shall be up to 7 public relations officers, having the following responsibilities:

1)     Serve as liaison between TOPAS and the general Columbus’ community for specific activities.

2)     Help with recruitment and retention of members.

3)     Encourage participation of members in TOPAS’ activities.                        

4)     Carry out or assist in the production of a newsletter.

ARTICLE VI.              ELECTIONS

Section 1.           ELECTION COMMITTEE.  The Board shall establish an ad hoc Election Committee not less than sixty (60) days prior to the Annual meeting for the election of officers and trustees. It shall be the responsibility of the election committee to solicit and receive nominations for Officers and Trustees and to post the names of the candidates not less than twenty-one (21) days prior to the Annual Election.

Section 2.           ELECTION OF OFFICERS AND TRUSTEES. Officers and trustees shall be elected at the annual meeting.

Section 3.           CANDIDATES. All candidates for office shall be Association members, at least twenty-one (21) years of age and in good standing. Candidates shall be placed in nomination at the annual election meeting.

Section 4.           ELECTION PROCESS. The election committee shall decide on the most effective election process, either by ballot vote of TOPAS’ members present at the annual meeting, or by mail ballot.

Section 5.           ANNUAL MEETING.  An annual meeting for the election of officers and trustees will take place in the period on or between March 1 and April 15 at a date, time and location determined by the Board.

Section 6.    INDUCTION OF NEWLY ELECTED OFFICERS

   The newly elected officers shall pledge to uphold the By-Laws of TOPAS and be inducted within thirty days following the Annual Election at which time their terms shall commence.

ARTICLE VII.                         ORDER OF BUSINESS

Section 1.           The parliamentary rules in Robert’s Rules of Order, as may be revised, shall govern all deliberations when not in conflict with these bylaws.

ARTICLE VIII.            CONFLICT OF INTEREST – PROHIBITIONS

Section 1.           COMPENSATION. The Trustees and Officers of the Association shall be unpaid volunteers.

Section 2.           LIMITS ON BOARD MEMBER SELECTION. Two or more individuals related by blood or marriage, and living in the same household, may not serve as trustees during the same term.

Section 3.           POLITICAL CAMPAIGN. No member shall engage in any political activities on behalf of the Association, including publishing or distribution of material on behalf of any political campaign, candidate or political office. This does not prevent the Association from informing the legislature or other appropriate officials of the Association’s position or viewpoints on matters that may directly concern them.

ARTICLE IX.               ORGANIZATIONAL SPENDING

Section 1.           GUIDELINES. Organizational spending shall adhere to the following guidelines:

1)    The total limit set aside for emergencies in petty cash shall be One Hundred ($100) dollars.

2)   Expenditures over One Hundred ($100) shall require Board approval.

3)   Expenditures of Five Hundred ($500) or more that has never appeared in the annual proposed budget, shall require approval by majority vote of all members present and voting.

4)   Reimbursement of expenses, pre-approved by the Board, incurred while conducting necessary Association business requires that original invoices or receipts be submitted to the Treasurer.

5)   TOPAS recognizes that there are valid expenses involving the welfare of TOPAS’ members and their families, where invoices or receipts will not be available. These expenses include reasonable monetary help during medical emergencies or funerals. The approval of at least two officers or trustees shall be sufficient for reimbursement in such situations.

ARTICLE X.               AMENDMENTS TO BY-LAWS

Section 1.           AMENDMENTS. Any member in good standing may request or propose Bylaws changes or amendments. The request may be made to the Board who shall forward them to the Bylaws Committee for consideration. The request must contain the reasons for the proposed change and, if possible, the proposed language for the change. If the amendment involves altering or diminishing the voting rights or privileges of membership the following requirements shall be met: TOPAS’ members shall be informed of the proposed changes for their review and consideration.  Two-thirds majority vote of members present and voting shall be required for passage of any amendment at a general meeting.

Section 2.           BYLAWS COMMITTEE. The Board shall establish a bylaws committee for reviewing and drafting proposed amendments to the bylaws. The bylaws committee shall consist of a Bylaws Committee Chairperson who may appoint additional members to the committee. The Board may make changes on the Bylaws Committee by a majority vote. Once the amendments are made, members appointed to the bylaws committee may be called, on a voluntary basis, to assist with the interpretation of the bylaws where clarification may be needed.

ARTICLE XI.              RESIGNATION OR REMOVAL

Section 1.           RESIGNATION. Any officer, board member, or committee chair/member may resign at any time by giving written notice to the board or the secretary. An oral notice during a general meeting is also acceptable. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance.

Section 2.           REMOVAL OF OFFICERS OR TRUSTEES.  Any officer or trustee elected or appointed may be removed from office, with cause, at any time by a majority vote of the Board. The action must be ratified at a general meeting by a two-third-majority vote of the members present at the meeting. A notification of removal shall be issued to the person in question.

Section 3.           REMOVAL OF MEMBERS. Any member of the Society may be removed from membership, with just cause, at any time by a majority vote of the Board. The action must be ratified at a general meeting by a two-third-majority vote of the members present at the meeting. A notification of removal shall be issued to the person in question.

ARTICLE XII.             DISSOLUTION

Section 1.           DISSOLUTION.  In the event of dissolution of The Ohio Philippine-American Society, any monies or other assets remaining after the payment of all obligations shall be distributed in accordance with section 501(c) (3) of the Internal Revenue Code.