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The Featinean Association of Toronto

Constitution and By-Laws

PREAMBLE

We, the citizens and permanent residents of Canada, who in our lifetime have studied, worked, and/or taught at FEATI University, Manila, Philippines, desirous of acting and expressing freely our mutual interest and concern, and hoping to share and live up to the established ideals and objectives of our great institution (alma mater), do hereby commit and organize ourselves to form an association and promulgate this Constitution and By-Laws.

I. NAME AND NATURE OF THE ASSOCIATION

The Association shall be officially known as THE FEATENIAN ASSOCIATION OF TORONTO. It shall be a non-profit, non-stock, non-political social organization to be incorporated within and under the laws of the Province of Ontario and the Federal Government of Canada.

II. OBJECTIVES

1. To promote the general interests of its members and to provide an effective means of mutual cooperation, communication, consultation and relationship between members of the Association and others in the Community and interested parties.

2. To provide opportunities for the educational, career, and social development of the members and the extension of consultative assistance of new immigrant members.

3. To seek and contribute to the promotion of quality higher education in the membersí alma mater, The FEATI University, through acceptable and viable programs of assistance in the form of scholarship awards, expertise exchange, textbooks and educational equipment donation, grants-in-aid and other means of consultative services.

III. HEAD OFFICE

The head office of the Association shall be in the Municipality of Toronto, in the Province of Ontario, Canada, and at such place therein as the Board of Directors (Executive Board) may from time to time determine.

IV. ASSOCIATION SEAL

The seal, an impression is stamped in the margin hereof, shall be the corporate seal of the Association.

V. BOARD OF DIRECTORS: -COMPOSITION AND ELECTION

1. The affairs of the Association shall be governed and managed by a Board of Directors, herein referred to as the "Executive Board".

2. The Executive Board shall be composed of twenty one (21) members or directors, each member of which at the time of that personís election and throughout that personís term of office shall be a member of the Association.

3. The members or directors of the Executive Board shall be elected annually by the membership during a general meeting. They shall hold office for one (1) year following their election.

4. The immediate past president of the association shall become a participating member of the Executive Board, with a right to vote, after which his/her office shall become vacant after the next immediate past president shall been determined or designated accordingly, (as amended July 2000 and further amended January 2003).

5. The whole Executive Board shall be retired at each annual meeting but shall be eligible for re-election or re-appointment if otherwise qualified. The election may be by a show of hands unless a poll or a ballot be demanded by a two-thirds majority of the general membership.

6. Vacancies in the office of the elected Directors, however caused, may, so long as a quorum of directors remain in office, be filled by the Executive Board from among the members of the Association, if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the membership. But if there be not a quorum of directors, the remaining directors shall forthwith call a meeting of the membership to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall already be deemed to have occurred, which may be filled in the manner above provided.

7. The members of the Association may, by resolution passed by at least two-thirds of the votes cast at a general meeting for which notice specifying the intention to pass such a resolution has been given, remove any officer for cause before the expiration of that officerís term of office, and may, by majority of the votes cast at that meeting, elect any qualified member in the officerís stead of such directorship for the remainder of the term.

VI. EXECUTIVE AND OFFICERS

1. The officers of the Association shall consist of a President, 2 Vice Presidents, a Secretary, a Treasurer, an Assistant Treasurer, a Business Manager, an Auditor, a Press Relations Officer and such other officers as the Executive Board may determine by law from time to time They shall be current members or directors of the Executive Board.

2. The officers of the Association shall be chosen directly by the general membership during its annual general assembly.

3. The officers of the Association shall receive no remuneration for acting as such.

4. Any elected member or director of the Executive Board may hold an executive office or chair in a standing committee on concurrent capacity, whenever selected by the Executive Board.

5. The Executive Board may from time to time appoint such other Honourary officers, as they may consider appropriate.

VII. MEMBERSHIP

1. Membership in the Association is open to all citizens and permanent residents who, in one way or another, have been connected with FEATI University (formerly FEATI Institute of Technology), a private institution of higher learning in Manila, Philippines, either as a student, an employee, or a member of the faculty or administration. Inclusively, legal spouses and/or non-dependent children who are non-alumni of the University, of registered member may become regular members upon application and registration.

2. There shall be one class of members consisting of all persons who have qualified as defined above.

3. An application for membership shall be submitted by each prospective member of the Association in the form prescribed from time to time by the Executive Board.

5. Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the Association.

6. Membership shall terminate upon receipt by the Executive Board of a resignation in writing.

7. Any member of the Association in good standing may stand for election.

8. Any member of the Association may be disciplined and/or removed from the register of membership, if and whenever the Executive Board, by majority votes cast in the regular or special meeting called for the purpose, have fully determined after due process that the said member have committed willfully any act or acts deemed prejudicial/detrimental to the general interest, safety and well-being of the Association.

VIII. POWERS AND FUNCTIONS OF THE EXECUTIVE BOARD

1. The Executive Board shall be responsible for the over-all formulation and execution of the policies and programs of the Association.

2. The Executive Board shall have full powers with respect to all affairs of the Association and no by-law or resolution passed or enacted by the Executive Board, requires confirmation by the members of the Association in order to become valid or to bind the Association unless such confirmation or ratification is required by statute.

3. The Executive Board shall administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, or any kind of contract which the Association may lawfully enter into, and generally, may exercise all other powers and do all such other acts and things as the Association may by its articles be authorized to exercise and do.

IX. DUTIES OF THE EXECUTIVE OFFICERS

1. The President shall, when present, presides all meetings of the Members and the Executive Board. The President, subject to the authority of the Executive Board, shall have general supervision of the affairs and operations of the Association. The President with the Secretary, or other officer appointed by the Executive Board for the purpose, shall sign all by-laws. The President shall be, ex officio, a member of all committees. The President shall perform such other duties as may from time to time be determined by the Executive Board.

2. The 2 Vice Presidents in the order of succession shall, during the absence or inability of the President, exercise the Presidentís duties and powers as determined by the Executive Board. The Vice President shall be responsible with the President for coordinating all relations between external groups and the Association.

3. The Secretary shall attend all meetings of the Executive Board and the general membership and shall be responsible for all facts and minutes of the proceedings in the books kept for that purpose. It shall be the responsibility of the Secretary to see that notices required shall be given. That persons shall be custodian of all minute books, papers, records, correspondence, contracts and other documents belonging to the Association which shall be delivered only when authorized by a resolutions of the Executive Board to do so and to such person or persons as may be named in the resolution. The Secretary shall perform such other duties as may from time to time, be determined by the Executive Board

4. The Treasurer shall ensure that full and accurate accounts of all receipts and disbursements of the Association are kept in proper books of account and shall ensure that all money and other valuable effects are deposited in the name and to the credit of the association in such financial institutions as may from time to time be designated by the Executive Board, taking proper vouchers therefore, and shall render to the Executive Board at the regular meetings thereof or whenever required an account of all transactions as Treasurer and of the financial position of the Association. The Treasurer shall perform such other duties as may, from time to time, be determined by the Executive Board.

5. The duties of all other officers of the Association shall be such as the terms of their engagements shall call for or, as the Executive Board requires of them.

X. STANDING COMMITTEES

1. There shall be standing committees as established from time to time as set out in the by-laws.

XI. MEETINGS AND QUORUMS

1. EXECUTIVE BOARD MEETINGS

1.1. The Executive Board shall meet at least once every two months and/or whenever a need arises for such a meeting.

1.2. A quorum for a meeting of the Executive Board shall be one-half the number of members plus one.

2. GENERAL MEETINGS

2.1. The annual or any other general meeting of the membership shall be held elsewhere in Ontario as the Executive Board may determine and on such day as the Executive Board shall decide.

2.2. A quorum for a general meeting of the membership shall be fifty percent (50%) plus one of the members of the Association present in person or requested by proxy.

2.3. At every annual meeting, in addition to any other business that may be transacted, the report of the Executive Board, the financial statement and report of the auditors shall be presented.

2.4. The Executive Board shall have the power to call at any time a general meeting of the membership.

2.5. No public notice or advertisement of membersí meetings, annual or general, shall be required. However, notice of the time and place of every such meeting shall be given to each member by sending the notice by mail, telephone, fax, or hand delivery at least five days or more before the timed fixed for the holding of such meeting.

XII. VOTING

1. Questions arising at any meeting of the Executive Board or the membership shall be decided by a majority of votes.

2. Unless a ballot is demanded by majority of the members present at such meeting, all votes at any such meeting shall be taken in the usual way by assent or dissent and/or a show of hands.

3. Each member of the Association shall at all meetings be entitled to one vote, or may vote by proxy. Such proxy need not be a Member but before voting, the proxy shall produce and deposit with the Secretary sufficient appointment in writing from the absentee-member.

XIII. ADJOURNMENT

1. Any meeting of the Association or of the Executive Board may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place.

2. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum be present.

XIV. EXECUTION OF DOCUMENTS; BOOKS AND RECORDS

1. Deeds, transfers, licenses, contracts and engagements on behalf of the Association shall be signed by either the President or the Vice President and by the Secretary, as authorized by the Executive Board.

2. Contracts in the ordinary course of the Associationís operations are to be entered into on behalf of the Association by any two of the President and the Vice President, the Secretary, the Treasurer of any other person authorized by the Executive Board.

3. The President and any one of the Vice President, the Secretary, the Treasurer, or any person from time to time designated by resolution of the Executive Board, may vote or transfer any and/or all shares, bonds or other securities from time to time standing in the name of the Association in its individual or any other capacity or as a trustee or otherwise and may accept in the name and on behalf of the Association transfer of shares, bonds, or other securities on the books of any company or corporation.

4. Notwithstanding, any provisions to the contrary contained in the by-laws of the Association, the Executive Board may at any time by resolution direct the manner in which, and person or persons by whom, any particular instrument, contract or obligations of the Association may or shall be executed.

5. The Executive Board shall see that all necessary books and records of the Association required by-laws of the Association or any applicable statutes or laws are regularly and properly kept and up-dated.

XV. CHEQUES, PAYMENTS OF MONEY, SECURITIES

1. All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall normally be signed by the President and the Treasurer. If the Treasurer is unavailable, these instruments must be signed by one member of the Executive Board. The Treasurer or his/her designated agents may endorse notes or cheques for deposit with the Associationís bankers for the credit of the Association. The Treasurer shall ensure that all books and accounts between the Association and the Associationís bankers are settled, balanced, and audited.

2. The securities of the Association shall be deposited for safekeeping with one or more bankers, trust companies or other financial institution to be selected by the Executive Board. Any bond or all securities deposited may be withdrawn from time to time only upon the written order of the Association signed by such officer or officers, agent or agents and in such a manner as shall from time to time be determined by resolution of the Executive Board, and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians by the Executive Board shall be fully protected in accordance with the directions of the Executive Board and shall in no event be liable for the due applications of the securities to withdraw from deposit or the proceeds thereof.

XVI. BORROWING

The Executive Board may from time to time:

1. Borrow money on the credit of the Association; or

2. Issue, sell or pledge securities of the Association; or

3. Charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Association, including books, debts, rights, powers, franchises and other undertakings to secure any securities or any money borrowed, or other debts, or any obligation or liability of the Association.

2. The Chairpersons of the standing committees shall be elected annually by the members of the Executive Board at the first meeting of the Executive Board following the annual meeting.

3. Terms of reference of the standing committees shall be determined by the Executive Board from time to time.

4. The Standing Committees of the Association are as follows:

Governmental and External Affairs

Social and Community Affairs

Scholarship and Awards

Membership and Professional Development

Finance and Ways and Means

Communication and Public Relations

Sports and Recreations

5. No committee shall have the power to act for or on behalf of the Association or otherwise bind or commit the Association to any course of action. Committees shall only have the power to make recommendations to the Executive Board or the Members, as the Executive Board may, from time to time, direct.

XVII. FINANCIAL YEAR

Unless otherwise ordered by the Executive Board, the fiscal year of the Association shall terminate on the second Saturday of July in each year.

 

XVIII. MEETING PROCEDURES AND BY-LAWS AMENDMENTS

1. Where procedures are not otherwise provided in the Constitution, meetings of the Association and the Executive Board shall be governed by the parliamentary procedures of "Robertís Rule of Order: Newly Revised

2. By-laws may be amended by the Executive Board, by a two-thirds majority and such amendments to be approved by the membership at the next general meeting.

 

 

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