BY-LAWS OF THE
KALIMUDAN CULTURE AND ARTS CENTER, INC.
Article I. Name
The full corporate name of the center is KALIMUDAN CULTURE AND ARTS CENTER ASSOCIATION, INC.
Article II. Office
The domicile of Kalimudan Culture and Arts Center shall be at General Santos City, South Cotabato, Region 12, Mindanao, Philippines, or such other place as the Board of Trustees may fix from time to time.
Article III. Membership
Section 1. Membership of the corporation shall be composed of the a. charter members who are the incorporators named in the article of incorporators; b. regular members; c. honorary members; and d. corporate or institutional members. The membership committee: composed of the Board of Trustees and Officers, shall determine the criteria, qualification and rules for membership.
Section 2. Regular members shall be admitted upon invitation by the membership committee. Upon due deliberation and assessment of qualified nominees for membership, and its approval by the Board, the applicant shall give payment upon registration of one hundred pesos [100 pesos] as membership fee, or such amount as may be determined from year to year by the Board of Trustees.
Section 3. Regular member shall have the following rights:
a. To exercise the right to vote on all matters relating to the affairs of the association;
b. To be eligible to any elective or appointive office of the association;
c. To participate in all deliberations, or meetings of the association;
d. To avail of all the facilities of the association;
e. To examine all the records or books of the association during business hours.
Section 4. Duties and Responsibilities of the Members
a. To obey and comply with the by-laws, rules and regulations that may be promulgated by the association from time to time;
b. To attend all meetings of the association;
c. To pay membership dues monthly of fifty pesos [p 50.00] where the amount may be determined by the body from year to year;
d. To attend two General Assemblies in a given year;
e. To fulfil an ‘Intention Form’ twice a year, or in the two General Assemblies signifying the interest of the member to continue as regular member.
Scetion 5. Honorary members are regarded as ‘supporters’ or ‘friends’ of Kalimudan, as determined through invitation by the Board. Regular members who wish to deactivate membership, but incline and intent to support the center, can be part of honorary members upon the approval of the Board. The honorary member can be a regular member upon the invitation and approval of the Board.
Honorary members shall have no special rights as given to the regular members, and attendance to meetings or special meetings, is upon through invitation by the Board. However, attendance to the General Assemblies is required.
Section 6. Institutions, arts groups, progressive groups, or performing groups wishing to join or support the association shall be admitted as Honorary institutional members upon invitation and approval of the Board with payment of membership fee of p 200.00 or such amount as may be determined from year to year by the Board.
Section 7. The Board of Trustees shall prescribe such rights, duties, responsibilities and the rules and procedures governing the conduct of the regular, honorary, and honorary institutional members.
Article IV. Objectives
Kalimudan Culture and Arts Center aims to pursue the development of the arts and to be a venue of artistic expression; as well as the promotion of local culture through, in General:
1. Advocacy of social issues and social transformation;
2. Education and Promotion
3. Networking
Specifically:
1. Skillsharing
2. Research and data banking
3. cultural and institutional linkages
Article V. Board of Trustees and Administrative Committee
Section 1. Qualification and Election:
The general management of the corporation shall be vested in a board of trustees whose numbers and composition are determined through an election annualy from among the qualified members at the last General Assembly of the year by a majority of membership in such a meeting called for the purpose of election. Any vacancy in the Board of Trustees, except removal or expiration of terms, shall be filled up by the remaining members of the Board, provided they still constitute quorum thereof, and provided further that the Trustee/s elected from among the qualified members shall serve only for the unexplored term of the one been duly replaced.
The Chairperson of the Board shall be elected at the first meeting of the Board, and shall serve for two years until his successor has been duly elected and qualified.
Section 2. Meetings:
The Board of Trustees shall hold a regular meeting once in every three months at such time and place as may be fixed by the Board. Special meetings may be called by the Chairperson upon request by at least four trustees with due notice made two days in advance and the agenda, time and place specifically stated thereunder. Minutes of regular and special meetings shall be kept by the Secretary of the Board.
Section 3. Quorum:
In all meetings, regular, General Assemblies, or special meetings of the Board of Trustees or the Administrative Committee of the corporation, the presence in person of at least one-half plus one of all the members shall constitute a quorum to do business.
Scetion 4. Administrative Committee:
The Executive Committee shall consist of the Chairperson, Vice Chairperson, Treasurer and Executive Secretary. They shall be elected by the Board of Trustees from among themselves. The Board may combine compatible offices in a single person.
It shall have and exercise power and authority lawfully delegated by the Board of Trustees in between meetings of the Board. The Administrative or Executive Committee shall decide on the frequency of its meetings but shall meet at least once a month.
Section 5. Term of Office:
All officers of the association shall hold office for two [2] years and until their successors are duly elected and qualified.
Section 6. Compensation and Representation Expenses:
The Chairperson and other members of the Board of Trustees, and officers of the Executive Committee shall not receive salaries and per dimes but shall entitle to reimbursement of transportation and representation expenses actually incurred while attending meetings, conferences, seminar and other activities of the association or as representative.
Article VI. Officers
Section 1. General:
The officers of the association shall consist of the Chairperson, Vice Chairperson, Treasurer, Executive Secretary, Auditor and Media Information Officer. It may also include an Executive Director and Program Coordinator determined by the Board as need arises. And other officers as may from time to time be elected or appointed by the Board of Trustees. They shall hold office for two years until their successors are elected and qualified. The powers and duties shall be hereinafter provided for as the Board may fix in conformity with the provision of this by-laws.
Section 2. Chairperson:
The Chairperson shall be elected by the Board of Trustees from among themselves. The Chairperson shall preside at all meetings of the members of the Board of Trustees and Administrative Committee and shall perform such other duties as may be given by the Board of Turstees. Specifically, he shall exercise the following powers and responsibilities:
a. exercise general supervision over the affairs of the association;
b. execute on behalf of the association all agreements and contracts it may enter into;
c. sign, countersign, endorse and deliver all checks, drafts, promisory notes, bills of exchange and orders or payments of sum of money in the name and on bahlf of the association;
d. ensure that the resolutions of the Board of Trustees, or the Administrative Officers are duly executed and carried out; and,
e. ensure the efficient implementation of plans, programs and policies.
f. Submit to the Board of Trustees after the close of each fiscal year, and to the members of each annual meeting, a complete report of the activties and operations of the association for the fiscal year under his term.
Section 3. Vice Chairperson:
The Vice Chairperson shall be vested with all the powers and authorities of, and required to perform all of the duties of Chairperson during the absence or incapacity of the latter from any cause and he shall also perform such other duties as the Board of Trustees may from to time assign to him.
Section 4. Executive Secretary:
The Executive Secretary shall be elected by the Board of Trustees from among themselves, and shall perform the following duties:
a. give or cause to be given, all notices required by the law or by the by-laws of the association, as well as notices of all meetings of the Board of Trustees, or Administrative Officers, and of the membership;
b. keep in custody the seal and corporate documents of the association;
c. keep register of the names and post office address of all members;
d. keep full minutes of all meetings of the Board of Trustees, Adminitrative Officers, or the membership;
e. keep file at all time a complete copy of the Certificate of Incorporation and by-laws of the association; and
f. make such reports and perform such other duties as are incident to his/her office properly required of him/her by the Board.
Section 5. Treasurer:
The treasurer shall be elected by the Board of Trustees, or by the general membership during election; and shall have the following power and duties:
a. have custody of, and be responsible for all funds, cash and other cash items of the association, and keep a complete and accurate records of receipts and disbursements and other transaction in the corresponding book of account of the association and see to it that all disbursements and expenditures are evidenced by appropriate voucher;
b. deposit in the name and the the credit of the association such bank or banks as may be designated from time to time, all the money, funds and similar valuable effects and belongings of the association which may come under his control;
c. render annual statement showing the financial condition of the association at the end of each fiscal year and such other financial reports as the Board may from time to time require; and
d. receive and file reports for all money paid and given to the association from any source whatsoever, and generally to perform such duties as may required by law or prescribed by the Board of Trustees, or by the Chairperson.
Section 6. Executive Director:
The Exectuive Director shall be the chief operating officer and shall implement the plans, programs and policies of the association and shall exrecise supervision and control to ensure the attainment of the corporate objectives. The Board shall prescribe the qualifications and appointment of the Executive Director.
Section 7. Program Coordinator:
The Program Coordinator shall be responsible for the design, development, promotion and implementation of the programs and action plans of the association. He shall work closely with the Executive Director in the performance of his duties. The Board shall prescribe the qualifications and appointment of the office.
Section 8. Auditor:
The auditor shall be coming from outside of the association working independently on the records and books of the association. He must be in close contact with the Treasurer for access of pertinent records, finacial statements, and other important documents for auditing.
Section 9. Media Information Officer:
The Media Infromation Officer is the press information relations officer elected from the membership designated to carry on press releases, media coverages, advertisements of activities, programs and invitations, and other functions may be required by the Board.
Section 10. Other Officers:
The Board of Trustees may create such positions as they may deem necessary for the proper and best operations of the association and the achievement of its purposes.
Article VII. Membership Meeting
Section 1. Place: All meetings of the members shall be held at the principal office of the association, unless written notices of such meetings should fix another place convenient to members.
Section 2. Annual Meeting: The annual membership meeting known as General Assembly shall be held on every fiscal year, when members shall approve the program of activities, reviews the activities and the report of the outgoing Board of Trustees, and after every two years, elect by plurality vote the members of the Board of Trustees and officers of the next two years.
However, another General Assembly shall be held after six months of the fiscal year, when the members fill up Intention Form, assessment of the six months activities, and reviews of the year-long program implementation.
Section 3. Special Meetings: Special meeting of the members may be called by the Chairperson as his discretion or upon written request of any four members of the Board of Trustees.
Section 4. Quorum: In all meetings, annual, bi-annual or special, of the association, the presence in person of at least twenty [20%] percent of all members on good standing shall constitute a quorum to do business except provided by law.
Section 5. Manner of Voting: Voting on issues or subject including the election of officers shall be by consensus, balloting or raising of hands, as may be appropriately determined at every instance. Every member, whether charter, or regular, shall be allowed to vote under such rules and procedures as may be adopted for the purpose from time to time.
Section 6. Notice of Meeting: Notice of meetings whether annual, bi-annual or special, shall be presented to the members entitled to know such meetings in the form of: slow mail, e-mail, texting sms, personal delivery, and others.
Section 7. Minutes of the Meeting: All meetings shall be required of its minutes by the Exectuive Secretary as pertinent record and for evaluation. Read every time another meeting is called.
Article VIII. Suspension, Expulsion, and Termination of Membership
Section 1. Suspension, expulsion and termination of membership, shall be in accordance with the rules and regulations of the association.
Any member of the association may file charges against a member by filing a written complaint to the Secretary. The Board shall call fro a special meeting to consider and deliberate the charges. The affirmative vote of the majority of all Trustees shall be necessary to suspend a member. Provided that where the penalty is expulsion, the affirmative vote of majority of all members of the association shall be necessary.
Article IX. Funds
Section 1. Funds: The funds of the association shall be derived from admission fees, annual or monthly dues, and special assessments of members, gifts, or donations. Funds from projects or from fund-raising projects and ventures are also sources of funds.
Section 2. Disbursements: Withdrawal from the funds of the association, whether by check or any other instrument shall be signed by the Treasurer and countersigned by the Chairperson. In the absence of the Chairperson, the Vice Chairperson can also affix signature. If necessary, the Board may designate other signatories.
Section 3. Fiscal Year: The fiscal year of the association shall be from January 1st to December 31 of each year.
Article X. Corporate Seal
Section 1. Form: The corporate seal of the association shall be in such form and design as may be determined by the Board.
Article XI. Amendments of the By-Laws
Section 1. Amendments: These by-laws, or any provision thereof, may be amended or repealed by a majority vote of the members and by a majority vote of the Trustees at any regular or special meeting duly held for the purpose of amendments.
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