Article
1. Name and Term of Existence
1. This organization shall be known as the Filipino-American Performing
Artists of North Carolina (hereinafter called "FAPA-NC").
2. The term of existence shall be perpetual.
Article 2. Purpose
1. FAPA-NC is a nonprofit educational organization, which is dedicated
to the teaching, promotion and preservation of Philippine arts
and culture, primarily through the performing arts.
2. This organization is organized exclusively for charitable purposes
within the meaning of section 501(c)3 of the Internal Revenue Code.
3. Our Vision Statement:
"The Filipino-American Performing Artists of North Carolina
(FAPA-NC) is a collaboration of Filipino-Americans in the North
Carolina Triangle area who wish to impart to, and share with our
generation Filipino culture, history and values through music,
dance, literature, drama, visual arts and crafts."
Article 3. Membership
1. Participation in FAPA-NC is open to anyone who is interested
in learning about Philippine arts and culture, regardless of
religion, physical ability, gender, race, familial status or
socio-economic background.
2. The membership of FAPA-NC shall consist of the following categories:
2.1. Active performing members, who are at least 18 years of age.
2.2. Youth members are active performers who are below 18 years
of age. The membership rights of a youth member are delegated to
one parent or guardian, who is a member.
2.3. Parents or guardians of youth members.
2.4. Patron members. Anyone who gives his or her time and financial
support to FAPA-NC and at least 18 years of age may be a member.
3. Participation in FAPA-NC activities is a requirement for maintaining
active member status.
4. Membership rights are limited to voting in election of officers,
and petitioning for financial audit and removal of directors and
officers.
5. Members can petition for a financial audit. Signatures from
ten (10) percent of the total regular membership are necessary
and sufficient for an audit petition.
6. Members can petition to remove a member from the Board of Directors
through a petition. Signatures from twenty (25) percent of the
total regular membership are sufficient for the petition.
7. Each member is limited to one vote, regardless of the number
of positions held in FAPA-NC.
8. A one-time membership fee shall be assessed for all members,
except for youth members.
Article 4. Board of Directors
1. The Board of Directors shall be composed of 17 members elected
by the general membership, as specified in Article 5: Election
of Board Members.
2. All Board members shall serve as officers of FAPA-NC, chairpersons
or members of committees, aside from attending to Board functions.
3. Any Board member may be removed from office for failure to perform
the functions of office but only by a petition from the regular
membership.
4. The President of FAPA-NC shall serve as Chairman of the Board.
5. In the event of vacancy in the office of President, the Vice-president
shall fill the position for the unexpired term. In the event of
a vacancy in any other elected office, the office shall be filled
at the next regular or special meeting of the general membership.
6. The responsibilities of the Board include, but is not limited
to:
6.1. Ascertaining that FAPA-NC is operating in a manner consistent
with its mission and purpose.
6.2. Fulfilling all of the IRS and state nonprofit reporting requirements.
6.3. Reviewing and approving annual programs and budgets.
6.4. Reviewing and approving amendments to these bylaws.
6.5. Setting yearly membership activities and educational goals
for FAPA-NC.
6.6. Setting dues and fees at rates, which will cover costs of
operation, including honoraria paid to instructors, musicians,
and other performers; rental of necessary facilities, and other
incidental expenses.
6.7. Approving engagements and/or other special activities undertaken
in the name of FAPA-NC.
7. Term of office for the Board of Directors is two years beginning
January 1 and ending December 31.
8. All directors shall serve without compensation.
Article 5. Election of Board
Members
1. The Secretary has the responsibility of ensuring that a fair
and clean election of officers is held in October of each election
year, or whenever an board member has to be replaced.
2. The election of board members shall be done through balloting
at a general membership meeting. The top seventeen (17) candidates
who receive the largest number of votes become the elected board
members of FAPA-NC.
3. Within a month after their election, the newly elected-board
shall meet and elect from their number the nine (9) officers and
eight (8) committee chairs. The outgoing Secretary shall initially
preside at the meeting, but shall relinquish the floor immediately
after the President is chosen.
4. The Board of Directors shall set the election date in June of
each election year.
5. Nominations for board of directors shall be opened 30 days before
the election date.
6. A Nomination Committee shall be composed of the Secretary, who
will be the chairperson, and two (2) members appointed by the President.
This committee shall nominate and accept nominations from the general
membership.
7. Any member of good standing, except youth members, is eligible
to become a board member.
Article 6. Officers and Committee
chairs
1. FAPA-NC shall have nine (9) officers: President, Vice-president,
Secretary, Treasurer, an Auditor, a Business Manager, a Public
Relations Officer (PRO), and 2 Advisers.
2. There shall be eight (8) committees of FAPA-NC, each headed
by a chairperson. They are: Music, Dance and Drama, Arts & Crafts,
Costume, Ways and Means, Membership, Promotions and Publicity,
and Youth Group.
Article 7. Duties and responsibilities
1. President:
The President is the executive officer responsible for the operation
of FAPA-NC. The President presides at regular and special meetings
of the board of directors, officers and general membership. The
President shall report to the Board at each regular meeting on
problems and progress of FAPA-NC, and shall make recommendations
for action to the Committee Chairs.
2. Vice-President:
The Vice-President shall have the powers and exercise the duties
of the President in the event of the President's absence or incapacity.
The Vice-President shall assume the office of President for the
unexpired term in case of the President's removal, resignation,
or inability to serve. The Vice-President shall also perform those
duties which may be assigned, from time to time, by the President
or the Board.
3. Secretary:
The Secretary shall keep a complete record of all meetings of FAPA-NC
and the Board. The Secretary shall sign such documents pertaining
to FAPA-NC that he/she may be authorized or directed to sign by
the Board. The Secretary shall keep copies of correspondence written
by other officers. The Secretary shall keep complete membership
and attendance records at meetings. The Secretary notifies officers
and members of meetings and other announcements. Other duties may
be assigned to the Secretary by the Board.
4. Treasurer:
The Treasurer shall have custody of all funds of FAPA-NC. When
necessary and proper, the Treasurer may endorse on behalf of FAPA-NC
for collection, checks, and other obligations and shall deposit
the same to the credit of FAPA-NC. In instances when the Treasurer
is unavailable, the President and the Secretary may endorse checks
and vouchers.
The Treasurer shall make all necessary and proper payments on behalf
of FAPA-NC. He/she shall keep all receipts and vouchers for the
purpose of a full and accurate account of FAPA-NC, and shall exhibit
such books at all reasonable times to any member in good standing.
The Treasurer shall keep an inventory of all property of FAPA-NC
and provide a copy of this report to the Board, once a year or
whenever requested by the Board or general membership.
5. Auditor:
The Auditors shall review the books of the previous year and submit
a report to the membership. He shall be an ex-officio member of
the Costume Committee.
6. Public Relations Officer (PRO):
The PRO shall design initiatives to disseminate the goals and objectives
of FAPA-NC. He or she is an ex-officio member of the Promotions
and Publicity Committee. The PRO shall perform other Public Relations
duties as assigned by the Board.
7. Business Manager:
The Business Manager shall ensure that all activities approved
by the Board can be properly funded. He or she is responsible for
acquiring equipment and facilities required for practice and performances.
He or she is responsible for scheduling and the logistics involved
in practices. He or she shall ensure that the space and logistics
requirements of the Dance and Drama, and Musical performances are
met. He or she is an ex-officio member of the Ways and Means Committee.
He or she shall perform other duties as assigned by the Board.
8. Adviser:
The two (2) Advisers shall be ex-officio members of all committees
and be responsible for administration and resolution of conflicts.
9. Dance and Drama Committee Chair:
The Dance and Drama Committee Chair shall be responsible for conducting
dance workshops and for all affairs concerning dance and drama
performances. He or she shall be the lead dance instructor and
is responsible for the teaching of the dances to performers and
assistant instructors. He or she is responsible for choosing dancers
for a performance. He or she is responsible for the final performance
environment, including lights, and props. He or she will coordinate
with the different committees, but for a dance and drama performance,
the final say in matters of dance and drama performances lies with
the Dance and Drama Committee Chair. The Dance and Drama Committee
chair is responsible for carrying out the educational goals of
FAPA-NC with respect to dance and drama.
10. Music Committee Chair:
The Music Committee Chair shall be responsible for all affairs
concerning musical performances. He or she is responsible for teaching
songs. He or she is responsible for choosing singers and musicians
for a musical performance. He or she shall support the Dance and
Drama Committee Chair in dance and drama performances. The Music
Committee chair is responsible for carrying out the educational
goals of FAPA-NC with respect to music.
11. Arts & Crafts Committee Chair:
The Arts & Crafts Committee Chair shall support the Music and
Dance and Drama Committee Chairs in their performance requirements.
He or she shall be responsible for teaching and creation of arts
and crafts in support of FAPA-NC's activities.
12. Costume Committee Chair:
The Costume Committee Chair shall be responsible for the design,
acquisition and creation of costumes for musical, dance and drama
performances. He or she shall support the Music and Dance and Drama
Committee Chairs with the costume requirements for the performances.
He or she shall be responsible for the storage of the costumes
in between performances. The Costume Committee chair shall be responsible
for tracking of and billing for costumes, as well as assessment
of fines for lost or mishandled costumes. The collection of money
is the responsibility of the Treasurer. The Costume Committee Chair
shall keep an inventory of all costumes owned by FAPA-NC and provide
a copy of this report to the Treasurer and the Board.
13. Ways and Means Committee Chair:
The Ways and Means Committee Chair shall be responsible for recommending
fund-raising projects to the Board. He or she shall be responsible
for planning and conducting fundraisers for FAPA-NC. He or she
shall coordinate after-performance parties following major performances.
He or she shall be responsible for meeting the transportation needs
of FAPA-NC to and from performances.
14. Membership Committee Chair:
The Membership Committee Chair shall be responsible for recruiting
and soliciting new participants to FAPA-NC. He or she shall recommend
members to the committee chairs. He or she shall notify the Secretary
of new members. The Secretary shall sit as a member of the Membership
Committee.
15. Promotions & Publicity Committee Chair:
The Promotions & Publicity Committee Chair shall be responsible
for ensuring that FAPA-NC activities receive adequate publicity.
He or she shall be responsible for disseminating the goals and
performances of FAPA-NC to the general public. He or she shall
compile a local media list, distribute press releases, and make
follow-up phone calls to the media. He or she shall be responsible
for entertaining donors and the media. He or she shall be responsible
for developing and maintaining the FAPA-NC website.
16. Youth Group Committee Chair:
The Youth Group Committee Chair shall be responsible for planning
and coordinating activities for, ensuring security and safety of,
and promoting discipline among the youth members. He or she shall
act as liaison between the youth group and the Board.
Article 8. Meetings
1. There are three official FAPA-NC meetings: board directors,
officers and general membership.
2. The quorum for board meetings is the majority of directors.
3. The quorum for officers' meetings is the majority of officers.
4. The quorum for general membership meetings is the majority of
directors, plus one regular member.
5. Each director, officer or member present shall possess one vote
in meetings. Vote by proxy shall not be allowed.
6. A majority vote of those voting or general consensus is necessary
to transact any business.
7. The Board shall meet at least once per year.
8. The officers shall meet every quarter and whenever deemed necessary
by the President.
9. Notification for regular meetings must be completed at least
two weeks in advance by e-mail or phone call by the Secretary or
designate.
10. Notification for special or emergency meetings must be completed
at least two days in advance by e-mail and phone call by the Secretary
or designate.
Article 9. Amendments
1. These by-laws may be amended by a majority vote of the Board
of Directors at any regular or special meeting thereof.
2. Any member can recommend amendments to these by-laws by writing
to any member of the board.
Article 10. Powers
1. The Board of Directors may authorize any officer or officers,
agent or agents to enter into any contract or execute and deliver
any instrument in the name and on behalf of FAPA-NC and such
authority may be confined to specific instances.
2. FAPA-NC is empowered to employ, buy, own, pay, sell, convey,
assign, mortgage, lease, or maintain the space, equipment, supplies,
and services necessary or incidental to the provisions of the purposes
of FAPA-NC as described in Article 2 hereof and to exercise all
other powers as provided by law, and to do and perform all acts
reasonably necessary to accomplish the purposes of FAPA-NC.
Article 11. Special Notices
Regarding Tax Exemption
1. No part of FAPA-NC's assets or net earnings may be used to the
benefit of private individuals. This does not preclude the payment
of any reasonable fees for goods or services provided to FAPA-NC.
2. In the event of dissolution of FAPA-NC, FAPA-NC's assets will
be distributed to another nonprofit organization that is exempt
under section 501(c)3 status of the Internal Revenue Code.
3. FAPA-NC shall not have as a substantial part of its activities
attempt to influence, carry on propaganda or otherwise attempt
to influence legislation except to the extent permitted by section
501(h) of the Internal Revenue Code.
4. It is intended that FAPA-NC be entitled to exemption from federal
income tax under section 501(c)3 of the Internal Revenue Code and
shall not be a private foundation as described in section 501(a)
of the Code.
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