BYLAWS OF THE
Filipino/American Coalition for Environmental Solutions, Inc.

ARTICLE I.

NAME AND PURPOSE

Section 1. Name: The name of the organization is Filipino/American Coalition for Environmental Solutions, Inc. which will be referred to as FACES.

Section 2. Purpose: FACES is organized exclusively for charitable, and educational purposes, more specifically, to educate US residents, including Filipino Americans, about environmental issues in the Philippines, the United States and around the world; to seek creative solutions to environmental problems; and to support communities working to protect the environment.

ARTICLE II.

MEMBERSHIP

Section 1. Membership Categories: There will be the following classes of memberships:

A. Individual, regular

B. Individual, student or low income

C. Affiliate Member Organizational

Section 2. Qualification for membership: All Individual members and Affiliate Member Organizations must agree to the FACES Mission Statement and the goals of the organization and will pay annual dues as determined by the FACES Board.

Section 3. Qualification for student membership: Student members will be full-time students at any level of formal education.

Section 4. Qualification for low income membership: The criteria for low-income membership will be as defined by the Board.

Section 5. Right to vote and hold office: All individual members will have the right to vote and hold office. Each Affiliate Member Organization will have the right to designate an Organizational Representative whose vote will equal three individual members' votes when cast at the national membership meeting or in mail in ballots. An Organizational Representative will have the right to hold office and be a member of committees. In Board or committee deliberations an Organizational Representative will have only one vote.

ARTICLE III.

MEMBERSHIP MEETINGS

Section 1. Membership meetings: FACES will hold biennial national membership meetings. Membership meetings will set general direction, programs, and policies for FACES.

Section 2. Time and place of membership meetings: The FACES Board will determine the time and place of membership meetings.

Section 3. Special meetings: The Board may call special meetings in the interim between biennial meetings.

Section 4. Quorum: A quorum for the national meeting of FACES will consist of 75% of the number of members who are registered attendees at the national meeting.

Section 5. Notification of membership meetings: Membership meetings will be announced by the FACES Board at least 90 days before the date of the meeting.

Section 6. Parliamentary rules: Decisions will be made by consensus whenever possible. If consensus is not possible, Robert's Rules of order will apply and decisions will be made by simple majority of those present.  Decisions made by consensus or other means will be documented in the minutes of the meetings, which will be available to any member.

ARTICLE IV

FACES BOARD AND OFFICERS

Section 1. The FACES Board: The FACES Board, guided by the direction, programs and policies formally adopted during the biennial membership meeting, will be the governing body. The Board will work closely with the FACES Director who is responsible for day-to-day implementation of programs and policies set by the board.

Section 2. Selection of the FACES Board: The Board will consist of 9 members elected from the general membership of FACES.  Board members will accept the responsibility of active participation in decisions concerning the programs, policy, and direction of FACES and a willingness to participate in conference calls, and respond to electronic mail and other communication concerning FACES.

Section 3. Quorum.  A Board meeting must be attended by 50% of the board members. A meeting may be conducted via teleconference or other electronic means.

Section 4. Terms: Board members will serve two-year terms.

Section 5. Resignation and Termination: Resignation from the Board must be in writing and received by the Secretary. A Board member may be removed by a three-fourths vote of the remaining directors.

Section 6. Vacancies: Vacancies will be filled by appointment by the Board to serve until the   next regular election.. 

Section 7. Parliamentary rules: Board decisions will be made by consensus whenever possible. If consensus is not possible, the Board will use Robert's Rules of order and decisions will be made by simple majority. Board decisions made by consensus or other means will be documented in the minutes of the meetings, which will be available to any member. In matters of dispute, the Board may at its discretion enter into a conflict resolution process.

Section 8.  Compensation of Board members: Nothing in this by-laws shall prohibit the compensation of any board member for performance of services to FACES.  The said board member cannot participate in any voting or decision-making relating to his or her services and compensation.]

 Section 9. Officers and duties:

A. Chair: The Chair will preside at all meetings of FACES and at those of the Board and will appoint committee members in consultation with other board members,. The Chair will work closely with the Director.

B. Secretary: The Secretary will be the custodian of the records of FACES, maintain minutes of all meetings of FACES and of the FACES board, conduct or supervise the correspondence of FACES, will chair the Membership Committee as described in Article VI, and will perform such other duties that may be delegated.

C. Finance officer: The Finance officer will ensure that accurate records of income and disbursements are maintained and will chair the Financial Committee as described in Article VI. The Finance officer will present a financial report at each meeting. At the conclusion of the term of office, the Finance officer will present a comprehensive report of all financial transactions that occurred during the term of office. The finance officer will also chair the Finance committee described in article VI.

Section 10. Selection of Officers: Officers will be selected from the Board membership at the first Board meeting after an election.  Selection will be by majority vote from candidates nominated by whole Board.

ARTICLE V.

FACES DIRECTOR

Section 1. Employment of a Director: The FACES Boardmay hire a Director when funds are available.  The Director cannot be a member of the Board while performing his or her duties as Director.

Section 2. Duties: The Director will implement the policies, programs, and other activities of FACES as directed by the Board.

Section 3. Supervision of staff: The Director can hire and fire staff in consultation with the Executive Committee. The Director, in consultation with the Board, will develop the terms of employment for staff.

Section 4. Participation in board meetings: The Director will participate in all Board meetings but will not have the right to vote on issues before the board.

Section 5. Annual Review: The Board will review the performance of the Director annually. Should there be concerns, the Board and Director will work out a plan for resolution of difficulties.

Section 6. Termination: The Board can terminate the employment of the Director with 60 days notice.

ARTICLE VI.

COMMITTEES

Section 1. Nomination Committee: A  nomination committee, with a minimum of three members, will present a list of candidates for FACES Board positions 3 weeks before the election of Board members.  Candidates should be chosen to reflect the diversity of ethnic backgrounds, sex, and age of FACES members. Candidates should also be chosen to reflect a variety of skills and experience: e.g. fundraising, strategic vision and connection to members.  Only one member  of this committee can be chosen from the Board. The term of office for Nomination Committee members will expire with the term of the Chair who appointed them.

Section 2. Finance: The Finance Committee will develop an annual financial plan that will be presented to the Board, will review the organization's financial statements, raise funds, and provide oversight over the finances of FACES. The Finance officer will chair the committee and the Director will be a member of the committee. Additional members will be appointed from the Board or general FACES membership.

Section 3. Membership: The Membership Committee will present an annual plan for membership recruitment and membership services. The Secretary will chair the committee and the Director will be a member of the committee. Additional members will be appointed from the general FACES membership.

Section 4. Other committees:  Other committees may be created by the Board to assist in the development of policies and programs. The committees will communicate regularly with the Board.

Section 5. Sub Committees: Committees may form sub committees to help accomplish the tasks of the committee. Sub committees may include FACES members who are not committee members.

Section 6. Committee reports: Each committee chair will submit to the Secretary a written report of the committee activities and recommendations one week prior to a Board or membership meeting.

Section 7. Termination of committee appointments: Committee appointments may be terminated at any time by majority vote of the Board.

Section 8. Ad Hoc Committees: The Director can create ad hoc committees to assist in the implementation of the policies and programs.

ARTICLE VII.

LOCAL CHAPTERS

Section 1. Local Chapters: FACES members are encouraged to form local chapters to promote the purposes of FACES. Three or more members in a city, county, congressional district, or metropolitan urban area who support the mission and objectives of FACES can form a Local Chapter: A Local Chapter must:

(a) meet at least twice a year;

(b) have a structure that includes at least an elected coordinator or Chapter chair and a Chapter Representative;

(c) have a program of activity that may include community outreach, education, and organizing;

(d) have formally notified the FACES Board of their desire to be recognized as a FACES chapter and have submitted a copy of their bylaws; and

(e) have received a formal acknowledgement by the FACES Board as a FACES chapter and have received approval of their bylaws under the provisions in Section 3.

Section 2. Finances of Local Chapters: Local Chapters may raise funds locally for local activities. They may also submit funding requests to the FACES Board. Requests must be submitted to the Finance officer. The Finance Committees will make a recommendation and submit the request to the Board for decision. Funding will be dependent on FACES national budgets, current financial needs, and assessment of the merits of the request. FACES will not be liable for any financial obligations or legal liabilities of the local chapters.

Section 3. Governance of Local Chapters: Each local chapter will  adopt its own bylaws, provided they do not conflict with the bylaws and purposes of FACES. Local Chapter bylaws should be submitted to the secretary for approval by the Membership committee. The Membership committee will review the Bylaws and communicate their decision to the Local Chapter within 60 days.

Section 4. Use of the FACES name and logo by Local Chapters: A formally recognized chapter has the right to use the FACES name and logo in their formal communications and to represent FACES in the local area in a manner consistent with the policies of FACES. Questions and doubts regarding consistency with FACES policies should be clarified with the national office.

Section 5. Chapter Representatives: Each chapter will have a Chapter Representative who will work to ensure coordination of chapter programs with the programs of FACES. Chapter Representatives are automatically members of the membership committee headed by the Secretary. Chapter Representative will also work closely with the Director.

Section 6. Reports of activities: Chapter reports and updates will be submitted to secretary who is chair of the Membership Committee. Chapter reports, or summaries, will be included in FACES communications to the general membership. Each chapter will submit written or oral reports to be presented at biennial meetings and will have the right, if they wish, to address the full membership during the meeting.

ARTICLE VIII

AFFILIATE MEMBER ORGANIZATIONS

Section 1. Affiliate Member Organizations: Affiliate Member Organizations pay dues and must agree to the goals of FACES as described in Article II. . Organizations with two or more chapters may have only one organizational membership.

Section 2. Organizational Representatives: Each Affiliate Member Organization has the right to choose an Organizational Representative who will work to ensure coordination of Member Organization programs with the programs of FACES. Organizational Representatives or a person designated by an Organizational Representative, are automatically members of the membership committee headed by the Secretary. Organizational Representative will also work closely with the Director.

Section 3. Reports of activities: Affiliate Member Organizations are encouraged to submit reports and updates to the secretary who is chair of the Membership Committee. Affiliate Member Organization reports or summaries, will be included in FACES communications to the general membership. Each Affiliate Member Organization will be encouraged to submit written or oral reports to be presented at biennial meetings and will have the right, if they so wish, to address the full membership during the meeting.

ARTICLE IX.

BYLAW AMENDMENTS

Section 1. Proposed Bylaw amendments. Any member, with concurrence of two other members, can propose amendments for action at the biennial meeting. The amendment must be delivered to the Secretary 60 days before the membership meeting. The Secretary will distribute copies of proposed amendments to the membership 30 days before a membership meeting. The FACES Board can also propose amendments in the interim between meetings.

Section 2. Approval of Bylaw amendments: A two-thirds (2/3) majority of the votes cast will be required for adoption of a proposed amendment. Amendments proposed by the Board in the interim between meetings will be sent to the membership for a mail in vote. A period of 30 days will be allowed for return of the ballots

ARTICLE X

DISSOLUTION: In the event that FACES is dissolved, its assets shall be distributed to such organizations organized and operated exclusively for charitable purposes which shall, at the time, qualify as exempt organizations under section 501(c)(3). All elected officers will then be released from their obligations.

These Bylaws were approved at a meeting in Berkeley, California of the Core members of FACES on December 3, 2000 and amended at an annual membership meeting on February 9, 2003