BYLAWS of the Filipino American City Employees of Seattle (FACES)
(adopted August 24, 1990; amended October 1997)

ARTICLE I- NAME AND PURPOSE
ARTICLE II - MEMBERSHIP
ARTICLE III - DUES
ARTICLE IV - MEETINGS OF MEMBERS
ARTICLE V - BOARD OF DIRECTORS (Officers and Board Members)
ARTICLE VI - NOMINATIONS AND ELECTIONS
ARTICLE VII - COMMITTEES
ARTICLE VIII - DEPARTMENT COMMUNICATIONS REPRESENTATIVES
ARTICLE IX - FISCAL AND MISCELLANEOUS MATTERS
ARTICLE X - DISCIPLINARY PROCEEDINGS
ARTICLE XI - AMENDMENTS

ARTICLE I- NAME AND PURPOSE.

1.1
The name of this association shall be the FILIPINO-AMERICAN CITY EMPLOYEES OF SEATTLE (FACES). Our mission is to champion dignity, rights, and privileges to all Filipino Americans.

ARTICLE II - MEMBERSHIP

2.1
FACES believes in the dignity of all human-beings and conducts all its business in a spirit of inclusion and non-discrimination. FACES does not discriminate on the basis of race, color, sex, marital status, sexual orientation, political ideology, age, creed, religion, ancestry, national origin, or the presence of any sensory, mental or physical handicap.

2.2
CLASSES. Membership shall be open to all persons who promote the interest, and support the purpose and objectives of FACES. Membership shall consist of three classes: Regular, Chapter, and Honorary.

2.3
REGULAR MEMBERSHIP. Regular membership is open to regular, temporary and retired employees of the City of Seattle and public and non-profit organizations. Such memberships shall be dues-paying and voting.

2.4
CHAPTER MEMBERSHIP. The Board of Directors shall have the power to grant Chapter Membership to employee associations who support the purpose and objectives of FACES. Such memberships shall be non-dues paying and non-voting, unless changes to the character and voting rights of Chapter members are unanimously adopted by the Officers and Board of Directors. Chapter members may not use FACES name in any activity without the written consent of the FACES Board of Directors.

2.5
HONORARY MEMBERSHIP. The Board of Directors shall have the power to grant honorary memberships to meritorious persons. Such memberships shall be non-dues paying and non-voting.

2.6
RIGHTS AND PRIVILEGES OF MEMBERS. All members shall have the following rights: to attend, to speak, and be heard at all meetings; and to recommend activities of sponsorship by the association. All members shall support the purposes of the association as described in Article I and shall conform to these Bylaws and the Articles of Incorporation.

2.7
POWERS OF REGULAR MEMBERS. Regular members shall be entitled to vote in person, or by mail, upon all questions brought before duly called meetings of FACES, on proposed amendments to these Bylaws or the Articles of Incorporation as provided in ARTICLE XI, and upon proposed resolutions of the membership as provided in ARTICLE IV. Regular members have the power to elect or remove Officers as provided in ARTICLE 5.9. Regular members are expected to actively participate in the activities of FACES.

2.8
APPLICATION PROCEDURE. Application for regular membership shall be in writing, in a form prescribed by the Board of Directors.

2.9
MEMBERSHIP IDENTIFICATION CARD. The Board of Directors shall provide for the issuance of a membership identification card to each member under the terms and conditions as it deems appropriate.

ARTICLE III - DUES

3.1
NEW MEMBERS. Dues for new members shall be due upon approval of membership by the association.

3.2
REGULAR MEMBERS. The annual dues for regular members shall be assessed in January of each year. Dues for membership shall be established by the Board of Directors. A member in good standing is one who is current in paying his/her dues.

3.3
CHAPTER MEMBERS. Chapter members shall be exempt from dues, unless changed by a unanimous vote of the Board of Directors.

3.4
HONORARY MEMBERS. Honorary members shall be exempt from dues.

ARTICLE IV - MEETINGS OF MEMBERS

4.1
ANNUAL MEETING OF MEMBERS. The annual meeting of the members shall be called by the President and held each year on FACES election day.

4.2
REGULAR MEETINGS OF MEMBERS. Regular meetings shall be held at the discretion of the Board of Directors. The President shall designate the time and place for the regular meeting.

4.3
SPECIAL MEETING OF MEMBERS. Special meetings may be called at any time by the President or shall be called by the Secretary upon written request of not less than fifteen regular members of FACES who are in good standing. The President shall designate the time and place for the special meeting.

4.4
NOTICE OF MEETING. Notice of all meetings of the regular members of FACES shall be sent to each member at his/her business or home address at least ten days prior to the date of such meeting. Such notice shall state the time and place of the meeting and the business to be transacted. Special meetings may be conveyed by phone or written notice at least five days prior to date of such meeting.

4.5
QUORUM. Fifteen regular members shall constitute a quorum for the transaction of business at any meeting of the members of FACES.

4.6
VOTING - Motion or Resolution. All regular members of FACES in good standing shall be entitled to equal voting privileges. All voting shall be personal and no proxies shall be admitted. A vote shall be taken on each motion or resolution at each meeting, and an affirmative majority of the votes cast in person shall be sufficient for the adoption of any motion or resolution except as otherwise provided in these Bylaws.

4.7
VOTE BY MAIL - Motion or Resolution. Eight regular members present at any meeting of members may direct that a motion or resolution be submitted through the mail to each member and that a mail vote thereon be taken in lieu of a vote at a meeting of the members. An affirmative majority of the votes received through the mail within ten days from the date of mailing to the regular members of the motion or resolution to be voted upon shall be sufficient to adopt such motion or resolution, provided the number of votes so received shall be at least ten percent of the regular membership. These eight regular members who directed that the motion or resolution be submitted through the mail shall be responsible for preparing all relevant materials to the motion or resolution, subject to review and approval by the Board of Directors. Upon Board approval, all related activities for material dissemination to membership shall also be the responsibility of these eight members. Materials to be returned by the membership shall be addressed to the Secretary.

ARTICLE V - BOARD OF DIRECTORS (Officers and Board Members)

5.1
DIRECTORS AND THEIR TENURE. The Filipino-American City Employees of Seattle (FACES) shall be governed by a Board of Directors consisting of the Officers provided for in these Bylaws and five members elected at large. The term of office of the Board of Directors shall be two years. The Board of Directors shall have general charge and control of the affairs, funds and property of FACES and shall carry out the objectives of FACES in accordance with these Bylaws; however, the Board of Directors may not alter, or amend, or rescind any resolution or motion duly adopted at a meeting of the regular members.

5.2
OFFICERS AND THEIR TENURE. The officers of FACES shall be a President, a Vice President, a Secretary, an Assistant Secretary, a Treasurer, and an Assistant Treasurer. All Officers shall be regular members of FACES and no person shall hold more than one office at a time. The term of office shall be two years.

5.3
STAGGERED TENURE. The officers and board members shall serve a two-year staggered tenure. An election shall be held annually. On an odd number year, five (5) positions shall be open for election: President, Secretary, Treasurer, and two Director positions, #2 and #4. On an even number year, six positions shall be open for election: Vice President, Assistant Secretary, Assistant Treasurer, and three Director positions, #1, #3, and #5. The officers and directors shall hold office until the election of their successors.

5.4
BOARD MEETINGS. Board meetings shall be held on a regular schedule at least once monthly, and shall be open to all members. The President shall designate the time and place for the Board meetings. Special Board meetings may be held upon the call of the President or any three members of the Board of Directors at such time and place as may be specified in the call, after five days' notice in writing or by phone to the Board of Directors, stating the purpose of the meetings. The Board of Directors shall adopt rules and procedures for the conduct of its meetings. The order of business at any meeting may be changed by a vote of a majority of the Board of Directors present.

5.5
MEETING NOTICE. Notice of Board meetings shall be announced in writing to all membership only at the beginning of a new schedule. It shall be the responsibility of members who wish to attend a meeting to verify the schedule and location of the Board Meeting with the Secretary or any member of the Board of Directors. Every Board Meeting agenda shall specify the date/time/location of the next Board Meeting. Emergency meeting changes such as change of location or meeting cancellation shall be conveyed by the Secretary or his/her designee by phone only to all Directors and department communication representatives who regularly attend Board meetings.

5.6
NON-ATTENDANCE AND PROXY. The Board of Directors shall notify the Secretary, Assistant Secretary, or President if he/she is unable to attend a Board Meeting. If an important issue needs to be discussed requiring an approval of a motion or resolution, the absent member of the Board of Directors may be required to send a proxy with voting rights, to make a quorum.

5.7
QUORUM. Seven members of the Board of Directors shall constitute a quorum. An affirmative majority vote of the Board of Directors and Department Communication Representatives present at any meeting of the Board shall be necessary on any motion, resolution, or question brought before it.

5.8
MINUTES OF MEETING. The Secretary shall keep a record of its proceedings called minutes of meeting and such record shall be available for inspection by any member of FACES at all reasonable times. Copies of minutes of meeting shall be distributed at the next Board meeting by the Secretary. Upon request, copies of minutes of meetings shall be mailed by the Secretary.

5.9
VACANCY OR REMOVAL. If any vacancy shall occur in the Board of Directors or any office by reason of death, resignation or otherwise, the Board of Directors shall elect a member to fill the said vacancy for the unexpired term. The said election shall occur at the first regular meeting following the time when the vacancy occurs, or at any special meeting called for the purpose of filling the vacancy. The notice for the said regular or special meeting at which a member is to be elected to fill the vacancy shall state that an election will be held to fill the said vacancy. Provisions elsewhere contained in these Bylaws, with respect to nominations and elections shall not be applicable to the election of a member to fill a vacancy.
The resignation of any Officer or Director shall be tendered to the Board of Directors at any regular or special meeting thereof. Any member of the Board of Directors may be removed by a two-thirds vote of the members of the Board of Directors, provided such action shall not be taken unless notice thereof shall have been incorporated in the notice for the meeting.

5.10
PRESIDENT. The President shall be the Chief Executive Officer. S/He shall preside at all meetings of the members of FACES and Board of Directors provided for in these Bylaws. S/He shall perform all executive and other duties ordinarily pertaining to the office of the President or delegated to him by the Board. If the President is temporarily unable or unwilling to act, the Vice President shall act in his/her stead. If the President or Vice President is not available to preside at a meeting, any member selected by a majority vote of those present may act as Presiding Officer pro tempore.

5.11
VICE PRESIDENT. The Vice President shall act for the President in his/her absence or inability to serve, and shall discharge such other duties as the President or the Board of Directors may from time to time assign to him.

5.12
SECRETARY. The Secretary shall attend all meetings of the members of FACES and Board of Directors provided for in these Bylaws, and shall record the proceedings of such meetings. S/He shall keep a register of the names and business addresses of all members. S/He shall give notice of all meetings requiring notice. S/He shall have custody of the seal and affix the seal to documents when required. S/He shall perform all other duties ordinarily pertaining to the office of the Secretary or delegated to him by the President or the Board of Directors. If the Secretary is temporarily unable or unwilling to act at any meeting of the members or of the board, the Assistant Secretary or a member of the Board shall be elected by a majority of those present.

5.13
ASSISTANT SECRETARY. The Assistant Secretary shall assist the Secretary in all meetings, proceedings and transactions of the association. S/he shall perform the duties of the Secretary during the latter's absence or incapacity. The Assistant Secretary shall also perform such other duties as assigned by the President or the Board of Directors.

5.14
TREASURER. The Treasurer shall have executive charge of the finances of FACES. S/He shall receive all funds paid to FACES, and shall deposit them in a bank or banks designated by the Board of Directors. S/He shall make all financial transactions authorized by the Board and shall adhere with established policies and guidelines prescribed by the Board. S/He shall make payments through checks signed in a manner designated by the Board for expenditures approved by the Officers or others having the authority granted by the Board to make such approvals. S/He shall keep books of account and shall report to the Board in a manner and frequency designated by the Board. The books of account shall be open for inspection at all times by the Board of Directors. By no later than January 31 of each year, s/he shall present to the Board a written FACES Income and Expense Summary statement and financial condition for the previous year. S/He shall perform all other duties ordinarily pertaining to the office of Treasurer or delegated to him by the Board or the President. If the Treasurer is unable or unwilling to act, the Assistant Treasurer or a member of the Board designated by the Board shall act in his/her stead.

5.15
ASSISTANT TREASURER. The Assistant Treasurer shall assist the Treasurer in accounting, financial planning and fiscal management activities of the association. S/He shall provide technical support to all committees, activities and programs involving finance and accounting. The Assistant Treasurer shall also perform such other duties as assigned by the President or the Board of Directors.

5.16
COMPENSATION OF OFFICERS. No Officer shall receive any compensation for his/her services as an Officer. However, any Officer shall be reimbursed for reasonable documented expenses incurred on behalf of FACES.

5.17
INDEMNIFICATION. Each Officer or Director shall be indemnified by FACES against all expenses reasonably incurred by him/her in connection with an action, suit or proceeding to which he may be a party defendant or with which s/he may be threatened by reason of his/her being or having been a Director or Officer of FACES or by reason of his/her having acted pursuant to a resolution of the Board of Directors, but an Officer or Director shall not be indemnified for any matter for which s/he is held liable for negligence or misconduct in the performance of his/her duties.

ARTICLE VI - NOMINATIONS AND ELECTIONS

6.1
IN AUGUST OF EACH YEAR, the President shall appoint a Nominating Committee and an Election Committee, and shall notify the membership of the nomination and election process and schedule.

6.2
NOMINATING COMMITTEE. The Nominating Committee shall be comprised of the members of the Board of Directors and four Department Representatives appointed by the President. The Nominating Committee shall elect a chairperson to manage the process.

6.3
NOMINATION FORMS. Two nomination forms shall be developed: a Nomination Form for the Committee members and a Self-Nomination Form for all FACES members. The Nominating Committee Chair shall send each committee and FACES member with the appropriate nomination form with a timeline for submittal by no later than September.

6.4
NOMINATIONS BY COMMITTEE. The Nominating Committee shall nominate candidates for each position. In selecting nominees, the Nominating Committee shall be guided by general guidelines to be issued from time to time by the Board of Directors. All members in good standing are eligible to be nominated, however, the consent of nominees shall be secured before making the nomination. Nominees shall be asked to prepare a brief personal background statement for submission to the Election Committee Chair within 48 hours of official nomination/candidacy.

6.5
SELF-NOMINATION. Any FACES member in good standing may nominate him/herself for a position using the prescribed Self-Nomination Form. This member shall be prepared to submit to the Election Committee a brief personal background statement within 48 hours of official nomination/candidacy.

6.6
OFFICIAL NOMINATION MEETING. In October, an official nomination meeting of the Committee shall be held to compile the Committee and self-nominations. The Nominating Committee shall have the power to deny a member's self-nomination according to the guidelines established. The compiled nominations, upon simple majority approval by the Committee, shall become the Official Candidate List and must be filed with the Secretary within 48 hours. The Secretary shall provide a copy to the Chair of the Election Committee, and shall announce to the membership by mail or by publication in the next issue of FACESNews.

6.7
ELECTION COMMITTEE. The President shall appoint an upstanding member who does not wish to run for office in the current election, as Chair of the Election Committee. The Chair shall recruit four members and submit their names to the Directors for approval at the next Board meeting. The Committee shall compile the official candidate's personal background statement into a Candidate Profile Summary for distribution to the membership.

6.8
ELECTION. By no later than mid-November, the Election of the Officers and Directors shall be held during an annual meeting of the membership. In the conduct of elections, the Committee shall utilize secret ballots in whatever form it may prescribe and a secured ballot box.

6.9
VOTING. All voting shall be personal and no proxies shall be admitted. Voting may be done in person or by absentee ballot.

6.10
ABSENTEE BALLOT. Absentee ballots, together with the Notice of Election and Candidate Profile Summary, shall be sent to all members three weeks before the election and with a return date of one week before the election.

6.11
BALLOT COUNTING. Immediately after the members present have cast their votes, the Committee shall count the votes and absentee ballots and shall announce the results immediately thereafter. The candidate who obtain a majority of the votes cast for each office shall be declared elected. If there is only one candidate for an office, said candidate shall be declared elected. In the event that candidates for the same office received the same highest number of votes, a special meeting of the Board of Directors and the Election Committee shall be called and held within 48 hours for a special election.

6.12
ANNOUNCEMENT OF ELECTION RESULTS. The official election results shall be announced to the Board and an official copy signed by the Chair submitted to the Secretary at the Board Meeting immediately following the election.

6.13
INDUCTION OF NEW OFFICERS/BOARD MEMBERS. The time, place, and location of the induction of the new officers and board members shall be decided by the Board of Directors.

ARTICLE VII - COMMITTEES

7.1
STANDING COMMITTEES. The Standing Committees shall be designated by the President and Board of Directors who shall also determine the number of members to serve on such committees.

7.2
ADVISORY COMMITTEE. The Advisory Committee shall be permanent in character and shall be composed of all Past Presidents who are member of FACES. It shall be the duty of this committee to meet at least once annually and make recommendations to the Board of Directors with respect to general improvements and conduct of FACES, and to meet whenever called upon by the President to consider special matters upon which the advice and counsel of the committee is requested. The members of this committee may attend all meetings of the Board of Directors, may make and second motions and resolutions, but have no vote at such meetings.

7.3
OTHER COMMITTEES. The President, and/or the Board of Directors, may designate such other committees as may be desirable from time to time in order to carry out the objectives of FACES.

7.4
TERM OF COMMITTEES. All committees are to function until discharged, discontinued or succeeded.

ARTICLE VIII - DEPARTMENT COMMUNICATIONS REPRESENTATIVES

8.1
STRUCTURE. Each Department represented in FACES shall designate, in a manner it deems appropriate, a Communications Representative, whose purpose is to facilitate and disseminate information to such Department regarding the activities and programs of FACES.

8.2
RESPONSIBILITIES. The Department Communications Representatives shall have the following responsibilities: to attend all regular and special meetings of the Board of Directors and the membership and other meetings as required to support activities of the association; to disseminate information to the individual Departments in order to ensure that the association's general membership is adequately informed of the activities of FACES; and to ensure that the Board of Directors and Committees are adequately informed of the needs and wishes of the association's general membership.

ARTICLE IX - FISCAL AND MISCELLANEOUS MATTERS

9.1
FISCAL YEAR. The fiscal year of FACES shall begin on January 1 and shall end on December 31 of each year.

9.2
ANNUAL BUDGET. The President and Treasurer, not later than January 31 in each year, shall prepare an annual budget for the approval and adoption by the Board of Directors showing all amounts appropriated for the purpose of FACES and estimating all revenue for the current fiscal year. Unexpended appropriations shall lapse at the end of each fiscal year and shall not be carried forward. The President and Treasurer may amend the budget from time to time during the year, which shall all be submitted for approval and adoption by the Board of Directors.
Except in an emergency, no debts shall be contracted nor money expended, except for the purposes provided in the budget. The President and Treasurer may, in an emergency, authorize the contracting of a debt or an expenditure for purposes not provided for in the budget, but the amount of such debt contracted or money expended shall, within a reasonable time thereafter, be incorporated in an amendment to the budget, and duly adopted by the Board of Directors.

9.3
LOGO. The logo of FACES shall be a combination of the Philippine and United States Flags with two silhouettes of a face in the middle, and "The Filipino-American City Employees of Seattle - Est. 1990" inscribed below the flag.

9.4
HEADQUARTERS OFFICE. The office of FACES shall be maintained in the Seattle area, and/or at such other locations as the Board of Directors may designate.

9.5
PARLIAMENTARY PROCEDURE. All meetings of the members and Board of Directors shall be conducted under the rules of the latest edition of Robert's Rules of Order.

9.6
MAIL. Throughout these Bylaws, the term "mail" shall be used to include electronic mail.

ARTICLE X - DISCIPLINARY PROCEEDINGS

10.1
AUTHORITY. The Board of Directors shall prescribe rules of conduct to govern the general membership and the association. Such rules of conduct shall adhere to these Bylaws, Articles of Incorporation, and other Rules promulgated by the Board of Directors.

10.2
SUSPENSION AND TERMINATION. Regular membership in the association ceases upon termination of employment from the City of Seattle. The Board of Directors may, in its discretion, terminate the membership of a regular member who fails to pay dues or any other obligation to FACES within five months after such debt has become due. The suspension or termination of any member shall be vested in the Board of Directors. No member shall be suspended or terminated without a hearing conducted by the Board of Directors. However, membership in FACES shall be suspended without a hearing should there be filed with the Secretary a judgment of conviction imposed upon any member for a crime defined as a felony (or its equivalent) under the law of the convicting jurisdiction.

10.3
PROCEDURE. Whenever a member of FACES shall be charged with violating these Bylaws or rules of conduct prescribed by the Board of Directors, the said charge shall be initiated and investigated by the Board of Directors. The Board of Directors shall conduct the hearing and shall make the final determination of the charge. The decision of the Board shall be in writing.

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ARTICLE XI - AMENDMENTS

11.1
METHOD. Propositions to amend the Bylaws or rules of conduct prescribed by the Board of Directors may be made by at least ten regular members in good standing. The Bylaws or rules of conduct of FACES may be amended, altered or repealed by vote upon submission of the proposed amendments or additions to the regular membership in accordance with the procedures provided in this ARTICLE.

Every proposition to amend the Bylaws or rules of conduct of FACES shall be submitted to the Bylaws Committee. The Bylaws Committee shall review the proposal and prepare a written report on the nature of the proposed change or changes, and submit their findings and recommendation to the Board of Directors. If the proposition is approved by the Board of Directors, the Bylaws Committee shall finalize the proposals from the standpoint of construction, clarity, and conformance with other provisions of the Bylaws. The Bylaws Committee shall submit its final copy of the proposed amendments to the Secretary within fifteen days.

The Secretary shall give written notice of the intent to amend the Bylaws to all members in good standing and shall present for vote the proposed amendments by ballot. The ballot must be accompanied by the text of changes set forth in the proposal. The said vote shall remain open for a period of thirty days from the date of the original ballot mailing thereof to the regular members. The votes received shall be counted at the end of thirty days. A majority affirmative vote of the total number of votes received shall be necessary for the adoption of the amendment or amendments in these Bylaws.

11.2
EFFECTIVE DATE. These Bylaws and its amendments shall become effective upon approval.