CONSTITUTION & BY LAWS

University of the Philippines Nursing Alumni Association International


ARTICLE I. NAME, NATURE, EMBLEM

Section 1. Name.

This organization shall be formally and officially known as the University of the Philippines Nursing Alumni Association International and by its contraction, UPNAAI, and also by its corporate name, UPNAAI, Inc. For purposes of this Constitution and By Laws, and wherever cited hereafter this document, UPNAAI, shall mean the official name of the association as stated in par 1, this Section.

Section 2. Nature.

UPNAAI shall be an educational, charitable and a non-profit organization.

Section 3. Emblem.

The Association shall have for its logo, the University of the Philippines seal, the nursing emblem, and the UPNAAI symbol over a design of the globe, depicting the organization’s worldwide reach.

ARTICLE II. PURPOSES

Section 1. The Association’s three-fold purposes shall be:

(a) To unite and foster fellowship, mutual understanding and cooperation among alumni members all over the world.

(b) To strengthen and maintain the high standards of the nursing profession through continuing education, research, networking and sharing of resources among members.

(c) To initiate and implement projects and programs that encourage professional relationships among members, socio-civic activities and promote goodwill towards the health profession, community, country and humanity.

Section 2. For purposes of Section 1 of this Article, the association shall collect dues from its members, may solicit and accept donations and hold fundraising that is not contrary to law or public policy to finance its mission and vision as a nonprofit organization.

Section 3.  As a non-profit organization, no funds, properties, tangible or intangible, or any part of the proceeds earned or derived from thereof shall inure to the benefit of any member, officer, director or any individual. Funds and properties collected, or received by, for or on behalf of the association shall belong to UPNAAI and shall be used solely for the objectives of the association and/ or incidental to its fulfillment.

Section 4. The name of the association and its goodwill cannot be used for personal purposes by any individual or by other organizations nor entities, either by appropriation, reference, inference or implication.

ARTICLE III. PLACE OF BUSINESS

Section 1. The principal location and official mailing address of this association shall be what is in the record compliant with the incorporation office in the State of California.

Section 2. The principal location as stated in Section 1 of this article shall be permanent provided that on recommendation, the board may consider alternative locations subject to its approval.

ARTICLE IV. BOARD OF DIRECTORS (BOD)

Section 1. Composition and Election.

Subject to the provisions and the laws of the United States of America, California statutes, special laws and local ordinances with respect to non-profit organizations, the business affairs of UPNAAI shall be managed, and all administrative powers shall be exercised by or at the direction of a Board of Directors consisting of a minimum of fifteen (15) but not more than seventeen (17) members.

The members of the Board shall be elected by and from the membership during the General Election held every two years in California or any location provided, however, that the Board, by majority vote, may pass a resolution designating another location for the conduct of election.

Section 2. Term of Office.

Each director shall be in office for a two year term with rights of reelection, provided that no person shall be elected as director for more than two consecutive terms (4 years). A director may, however, run for reelection after the four year term provided such director does not hold the same prior officer position outlined under Article VI of these By-laws, provided further, that in no event such director serve the association for more than eight (8) years.

Paragraph 1, this Section, notwithstanding, the term of office shall continue until their successors are elected and qualified. Any member filling out an unexpired term for more than one-half of the full term (I year of 2 years) shall be considered to have served one full term.

Section3. Fiscal Year.

The new Fiscal Year will begin on October 1 and will end September 30. Section 4. Orientation of the Board of Directors (BOD). All new Board members should participate in

an orientation process shortly after election of the Board.

Section 5. Compensation.

The Board of Directors shall not receive nor shall be entitled to compensation or salary.

Section 6. Vacancies.

In the event a vacancy occurs, the Board of Directors shall approve a replacement for the position. Whenever possible, the candidate who obtained the next highest vote on the last election year shall automatically be appointed to the position for the balance of the unexpired term.

Section 7. Removal.

The members of the Board of Directors can be reprimanded, censured or expelled for violating the bylaws of the association, misconduct or neglect of duty by 2/3 of the members of the Board. No such action shall be taken against any Board member until he/she has been advised of specific charges given reasonable time to prepare a response, and afforded a full hearing before the Ad Hoc Ethics Board appointed by the Board of Directors. Members of the Board of Directors expelled from office pursuant to this section shall be ineligible to serve as Officer or Board members of the association in the future.

ARTICLE V. OFFICERS, ELECTION, VACANCIES

Section 1. Composition and Election.

The corps of officers will be elected from the newly-elected directors at the end of the Business Meeting of the convention. They will be presented to the members and inducted to office on the following day during the Dinner Dance. No person shall be considered qualified for presidency without serving the UPNAAI Board for at least one year prior to election.

Section 2. Term of Office.

The officers shall serve for two years and their term of office shall begin at the beginning of the fiscal year as described in Article IV, Section 3 under Fiscal Year.

Section 3. Fiscal Year.

The Officers shall have the same fiscal year as the members of the Board as described in Article IV, Section 3.

Section 4. Orientation of the Officers.

All new Officers will have an orientation of their roles and responsibilities.

Section 5. Vacancies.

In the event of a vacancy in any of the officer positions, the provisions in Section 6, Article IV shall be applied.

ARTICLE VI. DUTIES OF OFFICERS

Section 1. President.

The President shall be the chairman of the Board and Chief Executive Officer of the Association; shall preside at all meetings of the association; shall be responsible for the execution of the objectives, rules, resolutions promulgated by the board; shall appoint positions to special taskforce, and Ad Hoc committees created by the board; shall represent UPNAAI in all matters related to the organization, and shall serve such other duties as the Board of Directors may so designate.

The President shall appoint the Assistant Treasurer and Press Relation Officer (PRO) from the elected members of the Board and such other positions provided by these By-Laws.

Section 2. President-Elect.

The President-Elect will assist in matters as deemed necessary by the President and will assume the Presidency once the incumbent’s term is over. The President-Elect will also perform duties as needed.

Section 3. Vice Presidents.

There shall be three Vice Presidents:

(a) First Vice President.

The First Vice President shall assist the President in the execution of all rules and resolutions promulgated by the Board of Directors and such other matters as the President may deem necessary and convenient. The First Vice President shall assume the office of the President in the latter’s absence, inability and/or incapacity to serve. The First Vice President shall be the Chair of the Education and Research Committee.

(b) Second Vice President.

The Second Vice President shall assist the President whenever such assistance is needed and shall assume the presidency in the event of the absence, inability, and/or incapacity of both the President and the First Vice President to serve. The Second Vice President shall be the Chair of the Program Committee and shall oversee all policies and procedures.

(c) Third Vice President.

The Third Vice President shall assume the Office of the President in the absence, inability, and/or incapacity of the President and the Vice Presidents before him/ her. The Third Vice President shall be the Chair of the Membership, as well as the Nomination & Election Committee (NEC) Committees, and shall keep and make current the list of all members, including the roll of UPNAAI life members. He or she shall have systems in place to protect the private information of members.

Section 4. Recording Secretary.

The Recording Secretary shall chronicle all official proceedings of the Association, record the minutes of the meetings, sign official documents of the UPNAAI, make a report to the Board and publish the same when required; shall be familiar with and be able to notify members of the place, date and time of meetings, and shall create an archive of all documents, records, membership roll and books of the Association.

At the end of the term of office, or in cases of disability, incapacity, resignation, or removal, the Recording Secretary shall turnover whatever information regarding any meeting minutes and/or official documents to the Incoming President and Recording Secretary. Transition timeline will be as defined in the Policy & Procedure.

Section 5. Corresponding Secretary.

The Correspondence Secretary shall perform the duties of the Recording Secretary in his/ her absence; shall conduct the official correspondences of the association; shall be the Chair of the Constitution and By-Laws Committee and perform other duties as may be assigned by the President of the Board.

Section 6. Treasurer.

The Treasurer shall be the custodian of all funds and properties of UPNAAI and shall see to it that full and accurate financial reports are made and presented at ALL regular meetings; shall close the books and prepare a formal, audited, and financial report at the end of the fiscal year. The Treasurer shall concurrently be the Chair of the Finance Committee. The Treasurer shall be responsible for filing all tax matters as required by law.

At the end of the term of office, or in cases of disability, incapacity, resignation or removal, the Treasurer shall turnover whatever information regarding any financial transaction, monies if any, files, books, ledgers, bank books, bank statements, IRS records, etc. to the next Treasurer, or Treasurer designee and along with the Auditor will account for the same to facilitate an efficient and effective transition.

Section 7. Auditor.

The Auditor shall audit all financial statements of the Treasurer prior to its publication, release or applicable filings. The Auditor shall conduct an annual audit per Policy and Procedure, or whenever so directed by the Board, to review all monies and properties, bank accounts, and other financial matters of UPNAAI. The Auditor shall affix his/her signature to all financial documents so audited and shall certify to the correctness of the financial reports. He or she is specifically task of maintaining and protecting the integrity of the Association’s assets. The Auditor shall be the Chair of the Audit Committee.

Section 8. Board of Members At Large.

Members of the Board of Directors not specifically elected to an officer position shall assume duties assigned to them by the President. They may be appointed as Assistant Treasurer, Chairman or Member of standing committees, task force or Ad Hoc committees; and shall perform any other duties or functions as assigned by the President or the Board.

Appointive Positions:

(a) Assistant Treasurer.

The Assistant Treasurer shall assist the Treasurer in his/her functions as stipulated in Article VI. Section 5, shall assume the duties of the Treasurer in the latter’s absence, inability or incapacity to serve.

(b) Public Relations Officer (PRO).

The PRO shall be responsible for external marketing of the association and shall act as the official spokesperson for the organization.

ARTICLE VII. MEMBERSHIP

Section 1. Any individual who is a (1) nursing graduate of the University of the Philippines, (2) has applied for membership, and (3) paid the corresponding membership dues, shall be eligible to be a member of the organization.

Section 2. The association shall be composed of individuals who are of legal age, of good moral character and of manifest interest in the organization. All members should always act in good faith and conduct themselves in a manner that is in the best interest of the organization.

An individual shall be considered a member in good standing if all requirements of membership under this article are complied with. A member is entitled to a single vote and shall have the right and duty to exercise the same when called for in any proceeding.

Section 3. Membership Categories.

The following shall be the categories of membership:

(a) Annual Member.

Any individual who qualifies to be a member under Section1 of Article VII shall be considered a member of the association and shall be entitled to vote and be voted upon and serve on the organization’s permanent committees. Unless an individual is already a life member, an annual member may be eligible for office provided she/ he is a member in good standing as of May 1 of the election year.

(b) Life Member.

Any individual who qualifies as a member under Section 3, paragraph (a) may choose to become a life member by applying for the same and by paying the scheduled life membership fees, and shall be entitled to rights and privileges provided by these by- laws, and those that the board, by resolution, may so provide and shall, in addition, receive a Certificate of Life Membership.

(c) Associate Member.

A person may become an associate member if he/she is the spouse, child or brother/sister of a regular member, a professional sponsored by a regular member, and has indicated his/her willingness to join the organization as such, and provided he/she pays the required fees as a life member.

(d) Honorary Member.

From time to time, voting members may nominate, subject to the approval by majority of members of the board in a quorum, individuals to become honorary members. To qualify for nomination, such individuals shall be rendered service and assistance to the organization in a capacity deemed to be in the best interest of UPNAAI. Members of this section shall be entitled to the same rights and privileges, duties and obligations imposed upon members under Section 3 of this article except to vote and be voted upon.

Section 4. Chapter Organization.

The organization, by resolution of the Board of Directors, may accept other associations to be part of UPNAAI, subject to the following:

(a) Criteria.

1. The association/chapter shall be composed of at least 10 members

2. The association’s/chapter's constitution and bylaws must be consistent with those of UPNAAI, Inc.

3. Chapter fee in the amount determined by the Board

(b) Installation.

Any entity that:

1. Is organized as a UP Nursing Alumni Association

2. Has complied with the criteria outlined in paragraph 1

3. Has applied to become a chapter organization

4. Has paid the chapter dues, shall be eligible for installation as a chapter of UPNAAI in official proceedings or ceremony during the anniversary celebration of the organization.

(c) Members.

UPNAAI members may also become a chapter member (and are encouraged to do so) by complying with the membership requirements of the chapter. Likewise, the chapter member may become a direct member of UPNAAI by complying with the direct membership requirements of the organization.

(d) Revenue Sharing.

The BOD (Board of Directors) may, by resolution, adopt a formula for revenue sharing between the organization and its chapters.

(e) Shared Governance.

The organization and its chapters shall create a governing board (either on an AD HOC or term basis) to jointly administer and govern the common affairs and all designated cooperative projects of the organization, including, but not limited to: educational programs, research and development, humanitarian efforts and other collaborative activities. In working together, the members should always have in mind the success of the endeavor, the achievement of the purpose for which it was embarked, the promotion of the best interest of the members, and the ultimate good of the organization.

(f) Chapter Representation.

The President and the Treasurer, or in the absence of the latter, the President’s designee, shall represent the chapter as delegates to UPNAAI and shall be members of the governing board as outlined in paragraph 5. The Chapter President may appoint one more delegate for every 25 additional chapter members above the minimum required under paragraph 1.

(g) Conflict of Provisions.

While consistencies of the By Laws is required of an association to become a chapter, issues exclusively concerning the Chapter shall be governed by the provisions of the Chapter By Laws and issues concerning UPNAAI shall be governed by its own By-Laws. Whenever there is a conflict of provisions between UPNAAI and the Chapter By-Laws, and/or if the issue in question involves the general welfare of the members and the interest of the organization as a whole, the Constitution and By-Laws of UPNAAI shall prevail.

In the event a chapter organization fails to abide by the criteria and provision set forth above or any violation thereof, may be a cause for its disqualification.

Section 5. Affiliate Organization.

An affiliate organization, based in another country, by resolution of the Board may be accepted as part of UPNAAI and referred to as U.P. Nursing Alumni Association outside of the U.S.A. Establishment of an affiliate organization will follow the requirements set forth for chapter formation as stipulated under Article VII, Section 4 (a to c) only. However, the affiliate organization’s CBL may be similar to UPNAAI’s to the extent that the laws and statutes of the country of their residence allow. The said CBL must reflect the mission and values of UPNAAI. The affiliate organization is not expected to participate in matters of governance by UPNAAI and other organized activities that might have legal and tax implications for both UPNAAI and the affiliate organization. All other activities, such as participating or attending UPNAAI conventions, being a host-chapter, access to the UPNAAI website, are benefits that members of affiliate organizations may avail of.

Section 6. Membership Fee.

The organization shall, by resolution, determine the membership fees.

Section 7. Membership Book.

The organization shall keep and maintain a Membership Database the names off all its members, including home address, email and telephone numbers. The association shall take utmost effort to maintain the integrity and privacy of information contained therein which shall not be used for any purpose other than that of UPNAAI’s.

Section 8. Disciplinary Action.

Any member, who with clear, repeated, and valid cause, and given at least reasonable notice of such behavior, may be subject to disciplinary action with the consent of two- thirds (2/3) of all the Board members constituting a quorum.

Section 9. Disqualification of Members.

Any member may be disqualified from the roll of membership for acts, errors and omissions detrimental to the purposes of the organization, subject to the super majority rule provided by Section 8, this article.

The BOD, with the approval of the members may, by resolution, promulgate additional standards for disqualification of members provided that such standards shall be in the interest of the organization.

ARTICLE VIII. COMMITTEES

Section 1. Standing Committees.

The association shall have standing committees that will implement its mission and vision. A member of the Board or Officer shall Chair standing committees. The Chair can either be appointed by the President or a Board member may volunteer depending on their knowledge, skill and experience with the charge of the committee, by election to certain officer positions, e.g., First, Second and Third Vice-Presidents. Board members are expected to either Chair or Co-Chair Standing or Sub-Committees. The Chair of the Committee shall likewise be authorized to appoint committee members and presented to the Board for approval. The following shall be the Standing Committees:

(1) Executive Committee.

The Executive Committee shall be composed of all the elected officers of UPNAAI. It shall be chaired by the President. The committee shall be charged with the duty and responsibility of implementing the purposes of the association.

(2) Finance Committee.

The Finance Committee shall be chaired by the Treasurer. The committee shall be in-charge of all the financial affairs of the organization including collection and disbursement and other accounting issues.

(3) Audit Committee.

The Audit Committee shall be chaired by the Auditor. The committee shall be responsible for the auditing and verification of all finances. The committee shall maintain the integrity of the association’s assets.

(4) Education and Research Committee.

The Education and Research Committee shall be chaired by the First Vice President. The committee shall be in charge of planning, implementing and evaluating educational programs focusing on current issues and trends shaping nursing and health care in general through lectures, seminars, and study tours. The committee shall also support, promote and enhance research related activities.

(5) Program Committee.

The Program Committee shall be chaired by the Second Vice President. The committee shall plan and arrange meetings and social activities, fund raising events, and other undertakings of the association.

The Chair of this committee shall have oversight of the Yearbook/Vendor Committee and Awards and Citation Committee. The Chair can appoint the Assistant Chair for each of these subcommittees upon approval by the Board members.

(6) Membership Committee.

The Membership Committee shall be chaired by the Third Vice President who shall keep a current listings of all members of the association. Issues concerning membership shall be handled by the committee.

The Membership Committee Chair shall also be the Chair of the Nomination and Election Committee (NEC) as elected by the Board members during the election of the Executive Officers at the beginning of the term.

(7) Nomination and Election Committee.

The Nomination and Election Committee (NEC) shall be responsible for the honest and unbiased conduct of the election of the Board of Directors (BOD) of the organization. Subject to the approval of the board, the NEC, by committee resolution, shall establish rules of elections (general or special) that are not contrary to the provisions of these By Laws. The Nomination and Election Committee (NEC) will be chaired by an elected Board member as described in Article VIII, section 1 (6). The members of the NEC are two (2) Active members and two (2) Board members who will be nominated by the Board of Directors.

(8) Constitution and By Laws Committee.

The Constitution and By-laws Committee shall be chaired by the Corresponding Secretary. The committee members shall be appointed by the chair as approved by the board members and shall periodically review the Constitution and By Laws and advice recommend to the BOD additions, deletions, corrections and other changes.

(9) UPNAAI Website Committee.

The UPNAAI Website Committee shall be chaired by a Board member. The committee members shall be appointed by the Chair and shall be in-charge of the UPNAAI's website.

(10) Sustainability and Viability Committee.

Shall be chaired by a Board member and will be responsible for fundraising activities or projects and finding other means to sustain the operational costs of the organization and continually support charitable causes.

Section 2. Sub-Committees.

Each committee under this group can be a sub-committee of appropriate Standing Committee. While Standing Committees have BODs as Chair, the Chair of any Sub-Committee shall be any member of UPNAAI who has the ability to perform the charge of that committee (can be a BOD, member of the Advisory Council, or a member of good standing).

The following will become subcommittees of appropriate Standing Committees:

(1) Awards and Citation Committee will be under the Programs Committee

(2) Yearbook and Vendor Committee will be under the Program Committee

Section 3. AD HOC Committees.

The President may create an Ad Hoc Committee for the purpose of serving or in response to a certain event, occurrence and emergency which is temporary in nature and shall be effective only for the duration of such event, occurrence, or emergency. The President shall appoint its chairperson and its members.

ARTICLE IX. THE FORMATION OF AN ADVISORY COUNCIL (AC)

Section 1. Advisory Council.

An Advisory Council (AC) shall be formed as a permanent consultative body of the Association with no voting rights. It shall be composed of no more than three (3) but not less than two (2) members from the roster of past Presidents and prior members of the Board of Directors who will be nominated and elected by the BOD. The term of the ACs will be concurrent with the term of the BODs which is two (2) years.

If a member of the AC resigns before the end of the term, the BOD will nominate and elect his/her replacement. Attendance to the BOD meeting is by invitation for the purpose of consultation by the BOD.

Section 2. Council Meeting.

The AC may meet separately to deliberate on matters presented to them by the Board for consultation and shall give their best effort to arrive at a consensus of opinions. The Council may choose its own Chairman who may also represent the Council to the Board.

ARTICLE X. INTERNAL GOVERNANCE

Section 1. Internal Control.

The Board shall establish internal control procedures relative to the day-to- day management of the organization by establishing and revising policies and procedures that align the fiduciary, strategic, and generative requirements for nonprofit organizations.

Section 2. Meetings.

The Officers and Board of Directors shall meet at least eight (8) times per fiscal year at a date and time mutually agrees upon. The notice of the meetings should be circulated at least ten (10) days prior to the meeting, while the agenda should be circulated four (4) days prior to such meetings but no later than one (1) day before Chapter Presidents shall be invited to attend and will likewise be provided the agenda at the same schedule as the officers and Board members.

The General Membership Meeting shall be held during the Roll Call and Luncheon Business Meeting of the UPNAAI Convention at the designated site of the convention. The President may call for special meetings of the Board. The Vice-President may likewise do the same in the absence of the President.

Emergency meetings may be called in extreme situation of urgency where decisions of the body cannot wait for the regular or special meetings.

Regular meetings of the directors shall be held at such times and such manner as the board may determine by resolution.

No notice is required for regular meetings. (A reminder may be sent as needed, pro re nata).

At least fourteen (14) days’ notice shall be required of all special meetings. By the very nature of the cause for which emergency meeting is called, the longer period shall be waived.

Section 3. Quorum.

Majority (50%+1) of the Board of Directors shall constitute a quorum during the regular board meeting. The quorum for the general meeting shall consist of all members present at such meeting provided that the majority of all bona fide members were duly notified of the date and place at least 60 days prior to such general meeting. Bona fide members are those members in good standing and have paid their current dues. The majority of the officers and the members of the board shall constitute a quorum for special meetings. No quorum is required for emergency meetings, provided the board, the officers and the membership are adequately represented. Unless otherwise waived above, no business maybe transacted without the proper quorum.

Section 4. Majority Rule Voting.

Except as provided elsewhere in the bylaw or resolution, issues shall be decided by a simple majority vote of members present and qualified to do so.

Voting may be accomplished by:

(1) Secret ballot. In which case the organization shall protect and maintain the integrity of the vote. (2) Raising of the hands. To be counted accordingly.

(3) Viva voce. By Ayes (yes) and Nays (no) during a roll call.

(4) Telephone Calls/Teleconferences. A roll call is necessary to establish quorum.

Proxy voting, as well as write-ins are not allowed.

ARTICLE XI. BOOKS AND RECORDS

Section 1. Record Keeping. The association shall keep complete books and records of account and minutes of the proceedings of the Board of Directors. These are also referred as financial records and minutes of the BODs meetings.

Section 2. Period of Accounting. The period of accounting for each term shall be the same as the term of office of the Board of Directors which is by fiscal year.

Section 3. Auditing. Audits shall be done once a year or as needed or required.

Section 4. Transparency. The General Membership will be provided financial report prepared by the Treasurer and shall be presented during its General Membership Meeting. Likewise, financial records will be kept available at all times for inspection by IRS or by any governing body of the State of California. This will also be in the Members-Only page of the website.

ARTICLE XII. CONFLICT OF INTEREST

Section 1. Conflict of Interest.

All Officers, Board members and members of the Advisory Council (AC) must disclose in writing any actual or potential financial, personal, religious, or any other types of conflicts of interest. Even when there is nothing to declare, the form needs to be completed, signed and submitted to the Board. This will then be presented to the Ethics Board who will render recommendation to the Executive Board, who will then consider the recommendation and take action. Such deliberation will be conducted in the absence of the Board member, Officer or AC in attendance. Actions that might be recommended may range from no action, recusal from voting relative to the conflict, or resignation from the position as officer, as member of the Board, or as member of the Advisory Council.

ARTICLE XIII. INDEMNIFICATION

Section 1. Right of Indemnity.

To the fullest extent permitted by law, this association shall indemnify its directors, officers, and other persons described in Section 5238(a) of the California Corporations Code, including persons formerly occupying such position, against all expenses, judgments, fines, settlements and other amounts actually and reasonably incurred by them in connection with any "proceeding" as that term is used in that Section, and including an action by or in the right of the corporation, by reason of the fact that the person is or was a person described in that Section. "Expenses" as used by this bylaw, shall have the same meaning as in Section 5238(a) of the California Corporations Code.

Section 2. Approval of Indemnity.

On written request to the Board by any person seeking indemnification under Section 5238(b) or Section 5238(c) of the California Corporations Code, the Board shall promptly determine under section 5238(e) of the California Corporations Code whether the applicable standard of conduct set forth in section 5238(b) or Section 5238(c) has been met and; if so, the Board shall authorize indemnification.

Section 3. Advancement of Expenses.

To the fullest extent permitted by law and except otherwise determined by the Board in a specific instance, expenses incurred by a person seeking indemnification under Sections 1 and 2 of this Article in defending any proceeding covered by those Sections shall be advanced by the association before final disposition of the proceeding, on receipt by the association of an undertaking by or on behalf of that person that the advance will be repaid, unless it is ultimately determined that the person is entitled to be indemnified by the association for those expenses.

Section 4. Insurance.

The association has the right to purchase and maintain insurance deemed necessary on behalf of its officers, directors, employees, and other agents.

ARTICLE XIV. AMENDMENTS OF THE BY-LAWS

Section 1. The by-laws maybe reviewed and amended every two (2) years or as needed by a simple majority vote of the members voting for the same at regular or special meetings of the BOD, provided that such amendment/s has/have been presented to all the BOD at least thirty (30) days prior to such a meeting, and the general membership notified at least sixty (60) days prior to such a meeting after the approval by the BOD. Any resolution for approval and/or amendment of the by-laws for ratification brought to the members during the general meeting shall be deemed approved or ratified as the case may be by simple majority vote of all members present in the general meeting.

ARTICLE XV. NATURE OF ACTIVITIES AND DISSOLUTION OF THE ORGANIZATION

Section 1. Nature of Activities.

The association is a non-stock, nonprofit, educational and charitable corporation registered under the laws of the State of California. In 1988, it was granted tax-exempt status under 501(c)(3) of the Internal Revenue Code.

Effective July 31, 2009, it was granted tax exemption under Section 501(c)(3) of the Internal Revenue Code and the California Revenue & Taxation Code (R&TC) Section 23701d(c)1. In view of these statutes and other provisions relative thereto, the Association shall not carry out activities that are not by nature legitimate activities (a) of a corporation that is exempt from Federal Tax or (b) by a corporation, contribution to which are deductible under applicable Federal and State revenue laws.

Notwithstanding the foregoing, the Association shall not engage, carry out, or support any activity that is against law or public policy.

Section 2. 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 fund, foundation or educational, religious and/or scientific purposes and which has established its tax-exempt status under Section 501 (c) (3) of the Internal Revenue code.

RATIFIED DURING THE ALASKAN CRUISE CONVENTION GENERAL MEMBERSHIP MEETING, AUGUST 04, 2019

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