CONSTITUTIONS AND BY‐LAWS OF THE NATIONAL ASSOCIATION OF FILIPINO PRIESTS – USA
We, the Filipino Catholic Priests in good standing and serving in the Roman Catholic Church of the United States of America, sharing in the ministerial priesthood of Jesus Christ, committed to the universal mission of the Church in the work of salvation as good shepherds and servant-‐leaders in the spirit of fraternal unity and mutual support, do hereby adopt this Constitution and By-‐Laws.
ARTICLE 1: NAME AND NATURE OF THE ORGANIZATION
Name. The organization shall be known as THE NATIONAL ASSOCIATION Of FILIPINO PRIESTS -‐ U.S.A. and shall be referred to as NAFP-‐USA, or simply, the Association.
Nature. The NAFP-‐USA is incorporated as a non-‐profit, socio-‐religious association under the Laws of the State where it is registered.
ARTICLE 2: OFFICE
Principal Office. The principal office of the NAFP-‐USA shall be located in the address of the current President of the Association resides.
Registered Office. The registered office of the Association required by law to be maintained in the State of California may be, but need not be, identical with the principal office.
Other Offices. The Association may have offices at such other places within the United State of America, as the Board of Directors may designate or as the affairs of the Association may require from time to time.
￼￼ARTICLE 3: PURPOSES OF THE ASSOCIATION
The Specific purposes for which this Association is organized include, but are not limited to:
1. To build and strengthen the bonds of unity among the Filipino Catholic priests in good standing in the USA for mutual help and support.
2. To provide a forum for dialogue, communication and sharing of resources on matters related to the priestly ministry.
3. To promote the personal and ministerial growth of the members.
4. To support programs and needs benefitting other cultures and traditions.
ARTICLE 4: POWERS
The NAFP-‐USA is empowered to pursue the activities and initiatives in order to achieve its goals and purposes. The NAFP-‐USA shall have the following powers:
1. To elect Regional Representatives to the Board of Directors who will act on behalf of the Association pursuant to the constitution and bylaws of the Association.
2. To determine the specific activities and initiatives necessary to attain the purposes of the Association such as the National Assembly and other events.
ARTICLE 5: MEMBERSHIP
Ordinary Members. A priest of Filipino descent in good standing exercising priestly ministry in any Diocese and/or Institution in the USA can become a member of the Association.
Special Members. A priest of Filipino descent who is on a mission in the United States for a period of at least one year may become a member of the Association.
Honorary Member. Any non-‐Filipino priest of good standing residing in the USA who ministers and/or ministered to the Filipino Community may apply to become a member of the Association.
Membership to the Association requires application and payment of annual fee determined by the Board of Directors.
Membership to the Association is nullified automatically upon the revocation of one’s priestly faculties.
ARTICLE 6: OFFICERS OF THE ASSOCIATION
General Powers. The business and affairs of the NAFP-‐USA are governed by the Board of Directors composed of the Regional Representatives.
a) Election of Board of Directors. The Regional Representatives are elected through a simple majority vote by the respective Regional Groupings during the National Assembly.
b) Term of Office. Members of the Board of Directors shall serve for a period of three years but no more than two terms.
Election of the Executive Council. The Officers of the Executive Council are elected through a simple majority vote by the board of Directors. The Executive Council of the NAFP-‐USA shall consist of a President, a Vice President, a Secretary, and a Treasurer.
Responsibilities of the Executive Council.
a) President. The President shall be the principal executive officer of the Association. In collaboration with the Board of Directors, he shall supervise the business and affairs of the Association. He presides the meetings of the Board of Directors, signs with the Secretary, or any other proper officer of the Association any official transaction authorized by the Board of Directors; and, in general shall perform all duties incident to the office of President and such other duties as they may be prescribed by the Board of Directors from time to time.
￼￼￼￼￼￼b) Vice President. The Vice-‐President assumes the responsibilities of the President in his absence. He shall perform such other duties as assigned to him by the Board of Directors.
c) Secretary. The Secretary shall: (a) keep the record of the minutes of the meetings of the Association; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Association and see that the seal of the Association is affixed to all documents the execution of which on behalf of NAFP-‐USA under its seal is duly authorized; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.
d) Treasurer. The Treasurer shall: (i) have charge and custody of all the funds and securities of the Association; (ii) receive donations and provide receipts due and payable to the NAFP-‐ USA; (iii) deposit all such moneys in the name of the Association; (iv) and, in general perform all of the duties incident to the office of Treasurer and such other duties that may be assigned to him by the President or by the Board of Directors.
Vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Resignation and Vacancies
(a) Resignation: Resignation of officers shall be made in writing and addressed to the Board of Directors.
(b) Removal. Any officer elected or appointed by the Board of Directors may be removed for serious reasons by a vote of the majority of the members.
(c) Vacancies. The Board of Directors shall fill a vacancy for the unexpired term.
Compensation. The Board of Directors are not compensated for their services as such but by resolution may provide for the payment of any or all expenses incurred by the Board of Directors in attending regular and special meetings.
ARTICLE 7: MEETINGS OF MEMBERS, OFFICERS / BOARD OF DIRECTORS
Regular Assembly of Members. The venue and the date of the regular National Assembly of the members of the Association is to be determined by the Board of Directors.
Regular Meetings. A regular meeting of the Board of Directors shall be held annually at a placed designated by the Board. In addition, the Board of Directors may provide, by resolution, the time and place, within any State of the USA, for the holding of additional regular meetings.
Special Meetings. Special meetings of the Board of Directors may be called or at the request of the President or any three (3) directors. Such a meeting may be held within the United States as fixed by the person or persons calling the meeting.
Notice of Meetings. Regular meetings of the Board of Directors must be held with prior notice. The person or persons calling a special meeting of the Board of Directors shall, at least ten days before the meeting, give written notice thereof delivered personally or sent by mail or email to each member of the board of directors at his address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed with postage thereon prepaid.
Waiver of Notice. Any director may waive notice of any meeting. The attendance by a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Quorum. A majority of the members of the Executive Board of Directors shall constitute a
quorum for the transaction of business at any meeting of the Board of Directors.
Manner of Acting. Except as otherwise provided in these bylaws, the act of the majority of the board of directors present at a meeting at which a quorum is present shall be the act of the
￼￼￼￼￼￼Executive Board of Directors.
Presumption of Assent. A member of the executive board who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting within 24 hours from the time thereof. Such right to dissent shall not apply to a member of the board who voted in favor of such action.
Informal Action by Members of the Board. Action taken by a majority of the members of the executive board without a meeting is nevertheless a Board action if written consent to the action in question is signed by all the members of the executive board and filed with the minutes of the proceedings of the Board, whether done before or after the action so taken.
Committees of the Board. The Executive Board of Directors, by resolution adopted by a majority of the members present at a meeting at which a quorum is present, may designate board members to constitute an Executive Committee and other committees, each of which, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Executive Board of Directors in the management of the corporation. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or him by law.
ARTICLE 8: CONTRACTS, LOANS, CHECKS, DEPOSITS AND GIFTS
Contracts. The President or the Vice-‐President, in a legitimate absence of the President, and the Treasurer and any other member Executive Board of Directors designated by the Board may be authorized to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association.
Loans. No loans shall be contracted on behalf of the Association and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Executive Board of Directors. Such authority may be general or confined to specific instances.
Checks and Drafts. All checks, drafts, or other orders for the payment of money, issued in the name of the Association, shall be signed by the Treasurer and countersigned by the President or the Vice President or officers of the Association and in such manner as shall from time to time be determined by resolution of the Executive Board of Directors.
Deposits. All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the NAFP in such depositories as the Executive Board of Directors may select.
Gifts. The Executive Board of Directors may accept, on behalf of NAFP, any contribution, gift, bequest or devise for the general purpose or for any special purposes of the Association.
ARTICLE 9: GENERAL PROVISIONS
Seal. The corporate seal shall consist of the logo of the Association, which is a concentric circle bearing the name of the Association and in the center of which is inscribed a cross with a sun bearing 8 golden rays at the background; and such seal, is hereby adopted as the corporate seal of the Association.
Fiscal Year. The fiscal year of the Association shall be fixed by the Executive Board of Directors.
Amendments. Except as otherwise provided herein, these bylaws or the Association’s articles of incorporation may be amended or repealed and new bylaws (or amended articles of
￼￼￼￼￼incorporation) may be adopted by the affirmative vote of two thirds of the members of the board of directors then holding office at any regular or special meeting of the Board of Directors at which a quorum is present, provided that at least ten (10) days written notice is given of intention to alter, amend, repeal or adopt new Bylaws (or articles of incorporation) at such meeting.
Distribution Upon Dissolution. Upon dissolution, all of the Association’s assets shall, after all of its liabilities and obligations have been discharged or adequate provision made thereof, be distributed to any association or associations organized for purposes similar to the purpose of the corporation as may be designated by a majority of the directors of the corporation then holding office, provided that such organization is an organization qualified under Section 501(c) (3) of the Internal Revenue Code of 1954, as amended.
Books and Records. The Association shall keep correct and complete books and records and shall also keep minutes of the proceedings of the Board of Directors and committees having any of the authority of the Board of Directors. The books, records and papers of the Association shall be at all times, during reasonable business hours, be subject to inspection by any bona fide member of the Association. The articles of incorporation and the bylaws of the Association shall be available for inspection by any member at the principal office of the Association.