AUCNAAAF

ARELLANO UNIVERSITY COLLEGE OF NURSING

ALUMNI ASSOCIATION OF AMERICA FOUNDATION

CONSTITUTION & BY-LAWS

ARTICLE I

NAME

Section 1 – NAME

A. The name of this professional organization shall be AUCNAAAF. This stands for ARELLANO UNIVERSITY COLLEGE OF NURSING ALUMNI ASSOCIATION OF AMERICA FOUNDATION.

ARTICLE II

MISSION STATEMENT & GOALS

MISSION STATEMENT:

As the official professional organization of ARELLANO UNIVERSITY COLLEGE OF NURSING will uphold the positive image and welfare of its constituent members, promote professional excellence and contribute to significant outcomes to healthcare and society.

GOALS:

A. Promote activities which will unify the graduates of ARELLANO UNIVERSITY COLLEGE OF NURSING.

B. Collaborate with professional organizations and agencies in developing and implementing programs relevant to nursing practice, education and research.

C. Participate actively in community activities which directly and indirectly impact nursing and heathcare.

ARTICLE III

MEMBERSHIP/DUES

Section 1. MEMBERSHIP

The AUCNAAAF shall consist of graduates from ARELLANO UNIVERSITY COLLEGE OF NURSING . The members are classified as follows. Annual, Honorary, and Auxiliary members.

A. Annual members are those who are paying their membership dues annually.

B. Honorary members are persons to whom membership is conferred by virtue of a majority vote of the Executive Council for distinguished service rendered or valuable assistance to the nursing profession and towards achieving the objectives of this association.

C. Auxiliary members are non-RNs who demonstrate strong support and commitment to serve the overall goals and initiatives of AUCNAAAF. The AUCNAAAF auxiliary constitution and Bylaws shall govern the dues, duties and responsibilities of the auxiliary members.

Section 2. ETHICAL STANDARDS/DISQUALIFICATION OF MEMBERS

A. By a majority vote, the Executive Council may censure and expel a member for cause provided there was a due process hearing at which the member was permitted to defend him/herself.

B. Any member maybe removed from the membership roster for:

1. Violation of the association’s By Laws and rules of conduct.

2. Acts, errors, and omissions detrimental to the goals of association.

3. Failure/ to pay membership fees.

C. Any member suspended or expelled may be reinstated by a majority vote of the Executive Council after such member has submitted an application and paid current dues assessments.

Section 3. DUES AND FUNDS

A. Annual dues for AUCNAAAF shall be recorded from the date the membership/renewal fee was received. AUCNAAAF membership dues shall be recorded as calendar year from January to December.

B. Delinquency and Reinstatement:

1. Any member whose dues are not received on or before expiration of the membership shall be removed from the membership roster and all privileges from the association shall be withdrawn.

2. Reinstatement shall be by submission of an application and payment of current dues.

C. In support of its objectives, the Association may collect fees from its members, solicit and accept donations and may hold fundraising activities not contrary to law or public policy.

D. As a non-profit organization, no funds, properties tangible or any part thereof, or the proceeds earned or derived from there shall insure to the benefits of anyone connected with the association. Funds, properties collected or received for or on behalf of the association shall belong to AUCNAAAF and shall be used solely for the fulfillment of the mission and goals of the association.

ARTICLE 1V

DUTIES/RIGHTS/PRIVILEGES OF MEMBERS

Section1. Membership in the association is a privilege and is contingent upon compliance with the

requirements specified in these By Laws.

Section 2. Members shall have the right to vote except Honorary and Auxiliary members.

Section 3. Members my request for a special meeting from the Executive Council upon written

Request to the President, signed by at least 5 members.

Section 4. Members may inspect the books and records of the association for lawful and definitive

purpose with the consent of the President.

Section 5. Honorary, Auxiliary members shall have the rights and privileges of active members

except that of holding elected office, chairing a committee, or serving a delegate to the

annual meeting or other special meetings.

Section 6. Members who meet established criteria shall be eligible for scholarship award and

recognition and other benefits a determined by the Executive Council.

Section 7. Annual members are eligible to hold elective office, serve on elected or appointed

committees, and exercise delegate power.

Section 8. Honorary members shall serve as resource persons in matters relevant to their expertise

But have no vote or delegate power.

EXECUTIVE COUNCIL

Section 1. The ultimate authority in the association shall be vested on the Executive Council

consisting of nine(9) elected officers and eight(8) Board of Directors. A duly qualified

member appointed by the President determined and approved by the Executive Council

shall fill any vacancy.

Section 2. DUTIES OF THE EXECUTIVE COUNCIL SHALL BE TO:

A. Direct the business and financial affairs of the association.

B. Establish the association’s administrative policies.

C. Promote growth and development of the association.

D. Authorize the formulation and awarding of contracts.

E. Review recommendations of the President and determines actions to be taken.

F. Review committee reports and determines action to be taken on recommendation.

G. Suspend or expel members of the association for the due cause.

H. Authorize the representation and participation of the association in activities other than the non-profit activities and functions of the association.

I. Review and authorize publications proposed by any members as they may affect representation of the philosophy, prerogatives and image of the association.

J. Perform such other duties and exercises authority as prescribed in these By Laws.

ARTICLE VI

EXECUTIVE COUNCIL/BOARD OF DIRECTORS ELECTION/

DUTIES AND RESPONSIBILITIES

Section1. The Officers consist of the President, President-Elect, Vice-President, Recording Secretary

Corresponding Secretary, Treasurer, Assistant Treasurer, Auditor, Public Relations

Officers, and eight(8) Board of Directors.

Section 2. ELECTION/ELIGIBILITY

A. Election of officers and Board of Directors shall be held biennially at a place

designated by the Nominations and Election Committee.

B. To be eligible to serve for an elected office. A nominee must have current membership

and have expressed interest and commitment to serve the term of office.

C. To be eligible to serve for the office of the President-Elect, a nominee must have been

elected and served one term (2 years) in the Executive Council immediately preceding

the nomination.

D. A nominee maybe a candidate for only one (1) office at any given time and if holding

an elected office, he/she may not be a candidate for another office unless the current

term expires at the time of the election.

E. Plurality elects. In case of a tie, choice shall be by lot through the Executive Council.

Section 3. TERMS OF OFFICE

A. All elected officers and Board of Directors shall serve for two (2) consecutive years

and can be re-elected to the same office for the a second term except for the President.

B. The President-Elect assumes the position of the President at the end of the current term.

C. Any member filling a vacant position for more than one half of the term shall be considered to have served one term.

Section 4. VACANCIES

A vacancy that occurs in a elected office of the association due to the inability or

ineligibility of the incumbent to perform duties of the office, or the incumbent’s removal

from the office, shall be filled in the following manner.

1. President: President-Elect shall assume office, or Vice President, if former is

unable to do so.

2. President-Elect: Vice-President shall assume office.

3. Vice-President: The candidate for Vice-President who obtained the second

highest vote in the preceding election shall be appointed to fill the vacant position

with the approval of the Executive Council. If there is no second candidate available the President, upon the approval of the Executive Council shall appoint

an individual to fill in the position.

4. Treasurer: Assistant Treasurer shall assume office.

Section 5. REMOVAL FROM OFFICE

A. The absence of officers and members of the Executive Council in fifty percent (50%) of the regular meetings shall be ground for termination from office after the Executive Council validates the justification of absence.

B. Officers and members of the Executive Council may be subject to reprimand, censure, suspension or termination from office by a two thirds(2/3) vote of the Executive Council for violating the Bylaws of the association, misconduct or neglect of duty in

office, absence in 50% of the regular meetings and/or any behavior injurious to the association. No action shall be taken against any member of the Executive Council until he/she has been advised of specific charges, given reasonable time to prepare response, afforded a fair hearing process before the Executive Council. It is also incumbent upon the Executive council to validate justification of reason for charges for removal from office.

Section 6. COMPENSATION

The elected officers shall not receive nor shall they be entitled to compensation or

Salary for serving on the Executive Council.

Section 8. DUTIES OF THE OFFICER

A. The President shall:

1. Call and preside at the regular Council and general assembly meetings.

2. Represent the association at the meetings and functions of other organizations, or designates an alternate.

3. Appoint all chairpersons of working committees subject to the approval of the Council.

4. Act as ex-official member in all committees except in the Nomination and Election Committee.

5. Sign or countersign all official documents.

6. Endorse a written summary of all transactions, activities, official documents, accounts, money and other properties of the organization to incoming Executive Council within thirty (30) days after his/her term of office

B. The President-Elect shall:

1. Perform the duties of the President in his/her absence of inability to act.

2. Perform such other duties as may be delegated by the President or the Council.

3. Serve as the Chair for the Policy and Procedure Committee.

C. The Vice-President shall:

1. Perform the duties of the President-Elect in the absence or inability of the President-Elect to act.

2. Perform such other duties as may be delegated by the President of Executive Council.

D. The Recording Secretary shall:

1. Record the proceedings of all business meetings.

2. Distribute approved minutes to the members of the Executive Council and pertinent data to respective committee chairperson.

3. Preserve all official reports/documents.

E. The Corresponding Secretary shall:

1. Issues notices regarding meetings and activities.

2. Receive and send general correspondence as directed by the President.

3. Send out information to chapter members regarding projects, programs, activities undertaken by the organizations.

4. Assist the Recording Secretary in the functions as delegated by the President, and assumes the duties of the Recording Secretary in his/her absence.

F. The Treasurer shall:

1. Be responsible for the financial affairs of the organization.

2. Keep a record of all receipts and disbursements.

3. Carry appropriate banking transactions as designated by the Executive Council.

4. Issue checks of the organization, countersigned by the President or designated alternate signatory for purposes approved by the Executive Council

5. Assist in the direction of fund raising activities.

6. Present financial record for examination by designated Auditor.

7. Act as chairperson of the budget and Finance committee.

8. Submit a written report of the financial standing of the organization at the Annual General Assembly.

9. Submit an annual AUCNAAAF membership roster to corresponding membership fees.

G. The Assistant Treasurer shall;

1. Perform duties and responsibilities of Treasurer in his/her absence.

2. Send out membership renewal forms and reminders annually for payment of dues.

3. Keep on file an accurate membership roster.

4. Forward monies received and corresponding reports to the Treasurer.

5. Assume other functions as delegated by the President of the Executive Council.

H. The Auditor shall:

1. Be responsible for having all financial record audited at least quarterly and immediately after every major events/fundraisers.

2. Assist the Treasurer in finalizing the financial reports for submission to the Executive Council.

3. Together with the treasurer, prepare the yearly income tax report and file it with the U.S Internal Revenue Service as required by the State and Federal Government.

4. Act as Property Manager whose responsibility is to safeguard, maintain and control AUCNAAAF properties.

I. The Public Relations Officer shall:

1. Be responsible for media releases as approved by the Executive Council.

2. Assist in the collection of articles for publication in the website.

J. The Board of Directors shall:

1. Act as chairperson of a standing committee a appointed or designated by the President.

2. Perform functions as designated by the Executive Council.

ARTICLE VII

MEETINGS/QUORUM

Section 1. MEETINGS

A. Executive council

1. Shall meet regularly every month, or more frequent whenever necessary.

2. The date, time and place of all meetings shall be determined by the Executive Council.

B. General Assembly

1. Shall meet once a year.

2. The General Assembly meeting shall be scheduled as established the Executive Council, It shall include a report from the Executive Council, Standing and Ad Hoc committees.

3. The voting body of the General Assembly shall be as follows;

a. Executive Council

b. All paid members

c. Each qualified voter is entitled to only (1) vote.

C. Quorum

1. Any number or present paid members constitutes a quorum in the General Assembly.

2. A majority fifty percent(50%) plus one (1) of the Executive Council shall be necessary at all meetings to constitute a quorum.

3. Matters submitted for voting shall be determined by the majority vote of members present during the meetings.

ARTICLE VIII

STANDING COMMITTEES

Section 1. The Standing Committees of this association shall be:

· Membership & Retention

· Education & Research

· Legislative/Human Rights

· Constitution & By Laws

· Budget & Finance

· Publicity/Public Relation & Website

· Nominations & Election

· Program Awards & Scholarship

· Ways & Means

· Community Outreach

· Archives

· Policy & Procedure

Section 2. The President with the approval of the Executive Council, shall appoint the Chair and

working committees at the beginning of each term. The committee shall consist of a

chair, who is either a member of the Board or an active member; a co-chair, and at least

two(2) other members appointed by the chair.

Section 3. Committee responsibilities shall be as follows:

A. Membership and Retention Committee

1. Initiate program for membership recruitment and retention.

2. Recommend strategies for recruitment and retention of members.

B. Education/Research Committee

1. Plan/implement/evaluate the educational programs to meet membership needs.

2. Collaborate with other professional organization in co-sponsoring educational programs.

C. Legislative Committee & Human Rights

1. Desseminate information regarding current issues and legislative proposals that directly or indirectly affect the members and the nursing profession.

2. Collaborate with other organizations/agencies in addressing and supporting

3. Serve as co-chair for the By-laws committee.

4. Review and analyze the issues affecting AUCNAAAF.

5. Formulate for, and recommend to the Executive Council, a position statement reflective of the Association.

D. Constitution & By-laws Committee

1. Initiate amendments to the Bylaws for review by the Executive Council.

2. Present the amendments to the general membership after review by the Executive Council at least 15 days prior to voting.

E. Budget and Finance Committee

1. Prepare an annual budget for approval of the Council prior to the annual meeting.

2. Coordinate the completion of professional audit within thirty (30) days following the end of the calendar year.

F. Publicity Public Relations & Website Committee

1. Explore and evaluate means of promoting the interest of this association.

2. Submit press releases to the news media as approved by the Executive Council.

3. Assist the Editorial Staff in gathering articles for AUCNAAAF websites.

4. Publish the AUCNAAAF website.

G. Nomination and Election Committee

1. Coordinate the nomination and election process.

2. Develop/propose revisions to the nomination and election Policy and Procedure and present to the Executive Council for approval.

H. Program/Awards/ & Scholarship Committee

1. Coordinate with the Education Committee in planning programs for the professional and personal enrichment of the members.

2. Publish the qualifications and criteria for awards.

3. Review and analyze the applications of the candidates.

4. Implement the selection of awardees and recommends to the Executive Council for approval.

5. Evaluate the efficacy and efficiency of awards procedures and results.

6. Develop criteria/guidelines for scholarship awards.

7. Review scholarship applications and make recommendations for approval by the Executive Board

I. Ways and Means Committee

1. Identify other resources/logistics to augment the treasury

J. Community Outreach Committee

1. Provide a system/mechanism to investigate issues of concern for nurses and explore resources for support.

2. Coordinate appropriate programs and services for the community.

3. Collaborate with other organizations/agencies in organizing community outreach program.

K. Archives Committee

1. Coordinate the collection, organization, and preservation of significant historical records and properties of AUCNAAAF.

L. Policy and Procedure Committee

1. Review and revise policies and procedures and submits to Executive Council for approval.

2. Formulate policies and procedures in accordance to the bylaws of AUCNAAAF.

ARTICLE IX

ADVISORY BOARD

Section 1. The Advisory Board shall comprise of past Presidents of the AUCNAAAF who have

maintained a good standing and active participation. Leaders who are recognized in their

field of endeavor and resource persons who have demonstrated interest in furthering the

goals of the organization may be appointed to the Board by the Executive Council.

Criteria for membership of persons other than past Presidents will be determined by the

Executive Council.

Section 2. Functions of the Advisory Board shall be to:

A. Act in an Advisory capacity.

B. Participate with one (1) vote in deliberation of AUCNAAAF related issues.

ARTICLE X

FISCAL YEAR

Section 1. The fiscal year of this association shall coincide with the calendar year.

ARTICLE XI

OFFICIAL PUBLICATION

Section 1. The official publication of the association shall be the AUCNAAAF website.

ARTICLE XII

DISSOLUTION OF THE ASSOCIATION

Section 1. In the event of dissolution of this organization, the membership shall be notified and

approval obtained by two thirds (2/3) majority vote, thirty (30) days prior to the

dissolution. Liabilities will be resolved and funds shall be distributed according to the

rules of the Internal Revenue Service.

Section 2. Nature of Activities. This association is organized for education purposes within the

provision of these articles, the association shall not carry out activities that are not by

nature legitimate (a) of the corporation that is exempt from federal income tax Section

future United States Internal Revenue Law) or (b) by a corporation, to which

1054 (or the corresponding provision of any future United States Internal Revenue

Law).

Section 3. Dissolution Process. Upon the dissolution of this association, after paying or adequately

providing for the debts and obligations of the association, the remaining assets shall be

distributed to a nonprofit found, foundation or corporation which is organized and

operated exclusively or charitable, educational, religious and/or scientific purposes and

which has established its tax exempt scientific purposes and which has established its tax

ARTICLEXIII

Section 1. The By-laws shall be amended by the affirmative vote of the majority of members

present at any general membership meetings, provided such proposed amendments

have been considered and recommended by the majority of the Executive Council

prior to voting.

ARTICLE XIV

INTERPRETATION

Section 1. The Constitution and By-laws shall be constructed and interpreted liberally but

Objectively in order to attain the goals of the Association.

ARTICLE XV

NONDISCRIMINATION POLICY

Section 1. The association shall not discriminate against any applicant or member on the basis

of race, creed, age, gender, and sexual orientation, religion or disability.

ARTICLE XVI

PARLIAMENTARY AUTHORITY

Section 1. Robert’s Rules of Order, Newly Revised, shall govern this association in all cases not

covered by these Bylaws.

ARTICLE XVII

The principal location and mailing address of the association shall be the incumbent President’s

designated address.

ARTICLE XVIII

CORPORATE SEAL

Section 1. The board of Directors shall adopt a corporate seal, which shall be in the following

form and design, to be designated later. The Secretary of the organization shall have the

custody of the seal and affix it in all appropriate cases to all corporate documents. Failure

to affix the seal shall not affect the validity of any instrument.

Approved on: January 16, 2011

By: Constitution and Bylaws Committee:

Loida Barrientos, President/Chair

Juanito Medina, President Elect/Co-Chair

Andrea Orfano, VP Region 1

Angela Ocon, Recording Secretary

Fe Lagula, Corresponding Secretary

Nellie Z. Aguirre, Treasurer

Sandra Klotzback, Assistant Treasurer

Gilda A. Jornacion, Assistant Auditor

Greg Espejo, Pro

Letty Valmores, nomination/Election