Filipino-American 
Heritage Foundation
Nevada
 
 




About Us

ABOUT THE FOUNDATION

Since its inception in September 2008, the Filipino American Heritage Foundation – Nevada (FAHF -NV) has envisioned to advancing and engaging the Filipino American experience with respect, dignity and commitment. Whether organizing yearly dinner shows and festivities or playing the valued role of collaborator through the Philippine Consulate and Tourism Office, and other similarly oriented organizations, the guiding principle remains the same, the creating of quality projects that make visible the Filipino Americans in all aspects of the American society.

In October 2008, the Foundation held its first ever Heritage Gala Night at the Goal Coast Hotel & Casino. This dinner-show and fundraising event was attended by members of the US Congress, representatives from the Philippine Consulate General of Los Angeles and Philippine Tourism Office, several mainstream dignitaries and VIPs, leaders of local Filipino American organizations, and other ethnic minority groups. Several weeks later, it was followed by Pinoy Festival, a whole-day family event of fun, entertainment, cultural shows, Santacruzan, food and trade booth, and art exhibit by local Filipino artists. Since then, the Foundation organizes the annual Heritage Gala Night and Pinoy Festival to commemorate the Filipino American History Month in October. This nationwide celebration was established by the Filipino American National Historical Society to recognize the achievements, contributions and the historical presence of Filipinos since October 1587 in what is now the United States of America.

The Foundation has collaborated in several projects with other organizations like the University of the Philippines Alumni Association of Nevada, Kalahi Philippine Folkloric Ensemble, The International Artists Group of Nevada, Philippine Consulate General of Los Angeles and Philippine Office of Tourism. The group has been blessed to have regular event sponsors that include Western Union, Philippine Airlines, and Harrahs Entertainment (now, Caesars Entertainment).

Still a relatively young organization, FAHF-Nevada has donated thousands of dollars to charitable causes locally and in the Philippines. It continues to evolve as one of the most prestigious organizations in Nevada by advancing and engaging the Filipino American experience in the mainstream community.

CONSTITUTION & BY-LAWS

ARTICLE I

Name, Purpose, Composition, Principal Office, Corporate Seal, and Fiscal Year

Section 1. Name

The name of this Nevada nonprofit corporation is Filipino American Heritage Foundation –

Nevada, hereinafter referred to as Foundation.

Section 2. Purpose

The general purpose of this Foundation is to promote awareness, understanding, enlightenment and appreciation of Philippine heritage through annual celebration of the history and culture of Filipino Americans in the United States.

It also plans to acquire and administer funds and property which, after the payment of necessary expenses, shall be devoted exclusively to charitable purposes. The organization is organized exclusively for cultural and charitable purposes under section 501 (c) (3) of the Internal Revenue Code. No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its volunteers, BOD, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof. No substantial part of the activities or the organization shall not be permitted of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. However, the Foundation advocates education of the electoral process of the government. Notwithstanding any other provision of this document, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Upon the dissolution of the organization , assets shall be distributed for one or more exempt purposes within the meaning of section 501 (c) (3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.

The Corporation shall be a volunteer, non-partisan, non-sectarian, non-political, non-membership and nonprofit organization.

Section 3. Principal Office

The principal office of the Foundation shall initially be located at 2870 S. Maryland Parkway, Ste. 120, Las Vegas, Nevada 89109. The Board of Directors (BOD) may change the location of the principal office and may also establish additional offices where needed.

Section 4. Corporate Seal

The BODs may (but shall not be required to) adopt, use and at will alter a corporate seal. Such seal, if adopted, shall be affixed to all corporate documents, but failure to affix the seal to any corporate instrument shall not affect the validity thereof.

Section 5. Fiscal Year

The fiscal year of the Foundation shall be the calendar year, beginning on the first day of January and ending on the 31st of December.

ARTICLE II

The Executive Committee

Section 1.Composition

The Executive Committee shall consist of the President, Vice President, Secretary,  Treasurer,  Auditor and Public Relations Officer (PRO).  The Executive Committee serves in the Administrative role of the BODs.

The BODs shall be the policy making body of the Foundation and shall have the following functions: exercise general control and management of the Foundation, implement policy of the Foundation and set direction for the attainment of the cultural and charitable objectives of the Foundation.

ARTICLE III

Powers and Duties of the Executive Committee and BODs

The Executive Committee consists of elected officials and will serve a two year term.

Section 1. President

The President shall be elected every two (2) years. The President shall be the Chief Executive Officer and titular head of the Foundation and shall perform all duties incident to the office of the President. The President shall perform such duties as may be designated by the BODs. The President shall preside at the annual and special meetings of the Foundation. The President shall have the powers to replace a vacancy in any elected position for reasons of resignation, incapacity or dereliction of duty, subject to the approval of the BODs by two-thirds (2/3) of its volunteers, up to the completion of the term of said office. In the case of incapacity or dereliction of duty, the President shall empanel an Investigative Committee which will submit its findings and recommendations to the BODs within thirty (30) days.

In addition the President shall have the powers and duties as follows:

Shall propose, recommend and carry out policies promulgated by the BODs and is accountable to the BOD.

Shall keep the BODs informed of the activities of the Foundation.                                                          

Shall prepare and recommend an annual budget to the BODs.                                                   

Shall prepare a complete report at the annual meeting of the Foundation.

Section 2. Vice-President

The Vice-President shall perform the duties of the President in the event of absence or incapability of the President.  Refer to Section 1.

Section 3. Recording Secretary

The Recording Secretary shall perform duties and responsibilities as follows:

Shall be the custodian of all records and correspondence pertinent to the Foundation including an up-to-date roster of all volunteers with their current mailing addresses, email address, and phone numbers, as well as their current volunteer status in the Foundation.

Shall send notice of annual meetings to volunteers of the BOD.

Shall perform other duties as delegated by the President.

Shall keep minutes of all meetings to include but not limited to BOD,  annual and special meetings of the Foundation and submit minutes in a timely manner preferably within 3-5 business days after each meeting.

Shall have a current copy of the Bylaws at every meeting.

Section 4. Corresponding Secretary

The Corresponding Secretary shall have the duties of issuing notices of meetings and conducting general correspondence of the Foundation and the BOD.

Section 4. Treasurer

The Treasurer shall perform duties and responsibilities as follows:

Shall assist the President in the preparation of yearly budget and other financial reports of the Foundation.

Shall prepare an annual report showing the financial status of the Foundation.

Shall handle all of the financial activities of the Foundation.

Shall disburse funds as authorized by the President with the approval of the BODs.

Shall perform other duties as delegated by the President.

Section 5. Auditor

The Auditor shall provide monthly and annual reports to the BOD.

The Auditor shall be responsible for having all financial records of the Foundation audited annually.

The Auditor shall have access to all financial records of the Foundation and shall perform other duties as delegated by the President.

Section 6. PRO

Shall perform other duties and responsibilities incident to the office of a Public Relation Officer.

Shall represent the Foundation with media.

Shall draft press releases and disseminate to all sources as approved by the BOD.

Shall inform all BOD approved to the public

Section 7. BODs

The BOD are nominated by the Nominating Committee and a unanimous vote by the existing BOD.

The BODs shall have powers and duties as follows:

Shall perform duties and exercise authority as prescribed by the Bylaws, vote and approve all, policies procedures, financial, special events, and any other items regarding the affairs of the corporation.

Shall review recommendations of the President and determine appropriate actions to be taken.

Section 7.a. Elections

The BODs shall consist of not less than eight but not more than 12 volunteers of the Foundation.  Potential Candidates are nominated by the Nominating Committee for possible BODs and shall be elected by a unanimous vote of the BODs.  They will serve a two year term. No proxies shall be permitted.

Section 8. Vacancies

If any position becomes vacant, by resignation, death, removal from office for justifiable reasons, the President, with the approval of the BODs shall appoint a successor who shall hold office until the next election.

Section 9. Removal from Office/Termination

Any officer or any BODs may be terminated from office for the following grounds: Inability to perform his/her duties as defined by the FAHF-NV’s Bylaws and disruptive and unprofessional behavior that is detrimental to the success of the organization. The removal of a volunteer requires a unanimous vote of the BODs at any duly noticed meeting whenever, in the BOD’s judgment, in the best interests of the Foundation would be served thereby. Removal from the Foundation shall require a written notice sent certified mail by the President with approval from the BODs to the volunteer with a seven (7) day response from the volunteer from the date of receipt of certified mail.   The BODs will follow due process as indicated in the BOD Personnel Policy and Procedures manual.

Section 10. Compensation

BODs shall not be compensated for whatever services rendered to the Foundation.

Section 11. Non-Disclosure Agreement

All BODs shall sign a Non-Disclosure Agreement to protect the organization’s interest.

ARTICLE IV

Standing and Special Committees

The President may form such standing and special committees as may deemed necessary for the proper functioning of the Foundation. The formation of the standing committees shall be approved by the BODs at any meeting. The President, subject to the approval of the BODs, shall appoint the Chair of the standing and special committees. The Chairs of the standing and special committees shall prepare reports to be presented at the Annual Business Meeting of the regular volunteers of the Foundation and other meetings of the Executive Committee.

Section 1. Standing Committees

The following standing committees shall be formed as permanent standing committees:

 Constitution and By-Laws, Finance, Fundraising, and Nominating Committee. 

Section 1.1 Constitution and By-Laws Committee

The Constitution and By-Laws Committee shall consider amendments to the Constitution and By-Laws of the Foundation, as may originate within the committee, referred from the BODs or any other committee or any other individual volunteer, and to recommend disposition of such, proposed amendments to the BODs of the Foundation.

Section 1.2 Finance Committee

The Finance Committee shall be responsible for assisting the Treasurer and President with the oversight of the financial data of the organization.  Responsibilities include but not limited to preparation of the annual budget, compliance with all local, state, and federal guidelines and requirements, short and long financial projections, and audits.

Section 1.3 Fundraising Committee

The Fundraising Committee shall be responsible to assist the President with annual fundraisers for the Foundation.  Responsibilities include but not limited to organization of the events, event meetings, identifying new fundraising                 opportunities, and establishing guidelines for fundraisers.

Section 1.4 Nominating Committee

The Nominating Committee shall be responsible for assisting the BODs with the nomination of potential candidates to the BOD.  Responsibilities include but not limited to identifying gaps in BOD composition, outreach, and interviewing.

Section 2. Special or Ad-hoc Committees

Special or Ad-hoc Committees shall be created by the President and dissolved by the President upon completion of their function and duties. Special or ad-hoc committees shall be automatically dissolved at the end of the term of the President. The following special committees shall be formed as ad-hoc committees: (a) Special Events, (b) Cultural Events, and (c) Media Relations.

ARTICLE V

Meetings

Section 1. Meetings

The BOD meeting of the Foundation shall be held at least quarterly; months and dates to be determined by the BODs. Additional special meetings may be called by the President or by at least three volunteers of the BODs.  Notification of said meetings will be given in a reasonable and timely manner. An Annual meeting will be conducted in December and a BOD Retreat will follow after the first of the year.

Section 2. Quorum

Presence of the three fourths (3/4) majority constitutes a quorum to conduct business at the BOD meeting.

Section 3. Attendance

BODs will attend all required meetings.  BODs will have no more than 3 consecutive unexcused absences. If BOD has 3 unexcused absences, the President will advise the BODs and shall notify the BOD whether they wish to continue serving as a BOD and give a 7 day response time from the date of issuance of the notification.  If there is no response after the 7 days, the BODs will vote to accept the resignation at the next meeting and an acceptance of resignation letter will be mailed accordingly.

ARTICLE VI

Books and Records

The Foundation’s records, papers, documents and minutes of meetings shall be made available to view at the place of business of the Foundation with an Executive Committee BOD present.  The request must be given in writing and there is a seventy two (72) hour notice.  All records, papers, documents and minutes of meeting will not be removed or photocopied.

ARTICLE VII

Amendments

Section 1

Amendments to the Bylaws may be proposed by the BODs at the annual or special meeting, and shall have a two-third affirmative vote before the amendment (s) is acted upon.

Section 1.2

Amendments to the Bylaws shall take effect immediately upon ratification by the BODs.

ARTICLE VIII

INDEMNIFICATION

               

The Foundation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as an Officer, BOD volunteer, or employee of the Foundation against all expenses and liabilities, including, without limitation, attorney fees, judgments, fines, excise taxes, penalties and settlement payments, reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or proceeding in which he or she may become involved by reason of his or her service in such capacity; provided that no indemnification shall be provided for any such person with respect to any matter as to which he or she shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the Foundation; and further provided that any compromise or settlement payment shall be approved by a majority vote of a quorum of directors who are not at that time parties to the proceeding.

The indemnification inures to the benefit of the heirs, executors and administrators of persons entitled to indemnification under this Article. The right of indemnification under this Article is in addition to and not exclusive of all other rights to which any person may be entitled.

No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified person under this Article shall apply to such person with respect to those acts or omissions which occurred at any time prior to such amendment or repeal, unless such amendment or repeal was voted by or was made with the written consent of such indemnified person.

This Article constitutes a contract between the Foundation and the indemnified Officers, BODs, and employees. No amendment or repeal of the provisions of this Article which adversely affects the right of an indemnified Officer, BOD, or employee under this Article shall apply to such Officer, BOD, or employee with respect to those acts or omissions which occurred at any time prior to such amendment or repeal.

ARTICLE IX

EXECUTION OF INSTRUMENTS, DEPOSITS, AND FUNDS

Section 1

The BODs, except as otherwise provided in these By-laws, may, by resolution, authorize any Officer or agent of the Foundation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Foundation, and such authority may be general or confined to specific instances. Unless so authorized, no Officer, agent, or employee shall have any power or authority to bind the Foundation by any contract or engagement or to pledge its credit or to render it liable monetarily for any purpose or in any amount.

Section 2 Notes and checks

The Treasurer and either the President or Vice President shall sign checks, drafts, promissory notes, orders for the payment of money, and other evidence of indebtedness of the Foundation except as otherwise specifically determined by a BOD resolution, or as otherwise required by law. Every check written over $250.00 by the Foundation requires two signatures and BOD approval.

Section 3 Deposits

The Treasurer shall deposit all funds of the Foundation in such banks, trust companies, or other depositories as the BOD may elect.

Section 4 Gifts

The BODs may accept any contribution, gift, bequest, or devise for the charitable or public purposes of the Foundation on behalf of the Foundation.  The BODs reserves the right to veto the acceptance of a donation by any one volunteer.

ARTICLE X

DISSOLUTION

Section 1 Dissolution

A majority vote from the BODs shall be required to dissolve Filipino American Heritage Foundation-Nevada (FAHF-NV).

Section 2 Distribution of Assets

Upon the dissolution of the Foundation assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall or shall be distributed to the federal government, or to a state or local government, or for a public purpose. No BOD or officer shall be entitled to share in the distribution of any of the foundation assets upon dissolution of the Foundation.

Section 3 File Maintenance

All financial recordkeeping and other important documents shall be maintained for a period of eight (8) years beyond the date of dissolution.

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