Amended CONSTITUTION AND BY-LAWS
OF PAPAYA RESIDENTS of EVERY COAST in AMERICA, INC.
(formerly Papaya Residents of East Coast America, Inc.)
(PRECA, Inc.)
ARTICLE I – IDENTITY
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Section 1: Name: The name of the organization shall be PAPAYA RESIDENTS of EVERY COAST in AMERICA, INC. (PRECA, Inc.), hereinafter referred to as the Association.
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Section 2: Incorporation: This association is incorporated in the State of New Jersey as a non-profit organization. The Association shall be defined as a NOT-FOR-PROFIT Corporation under Title 15a:2-8 of the New Jersey Domestic Non-Profit Corporation Act.
Section 3: Office: The office of the organization shall be at the residence of the current, duly elected president or at a location that the officers may from time to time select, as the business of the Association may require.
ARTICLE II - PURPOSE AND OBJECTIVE
Section 1: The purpose and objective of this Association shall be to foster unity and camaraderie among persons with Papaya, Nueva Ecija, Philippines heritage promote the well-being of its members, and engage in charitable activities as the Association may decide.
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Section 2: No part of the net earnings of the Association shall inure to the benefit of, or to be distributable to its members, officers, or other persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered to the Association and to make payments and distribution in furtherance of the purposes set forth herein.
Section 3: In furtherance of its charitable and educational objectives, the Association may engage from time to time in lawful activities to obtain and solicit money or property, and apply the interest and principal thereof, either directly or indirectly, exclusively for the purpose of attaining such objectives.
Section 4: No substantial part of the activities of the Association is or will be the carrying on of political propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
ARTICLE III – MEMBERSHIP
Section 1: Qualifications: Resident of or was born in Papaya, Nueva Ecija, Philippines; or Filipino or Filipino-American with a Papayan heritage; or any person recommended by any member in good standing as advantageous to the advancement of this Association and who agrees to comply with the By-laws of this Association shall be eligible for membership. Eligible person accepted becomes a member in good standing upon payment of annual dues.
Section 1a. Alumni. Any PRECA scholar who has graduated is eligible to become a member of the Association upon payment of annual dues.
Section 1b. Lifetime membership. Any member who is of good standing and who wishes to be a lifetime member can do so upon payment of lifetime membership fee, as set by the Board of Trustees.
Section 1c. Honorary membership: With the approval of the general membership, any person deemed to have made an outstanding contribution to goals of the Association may be accorded honorary membership status.
Section 2: Voting Rights: A member shall be entitled to one vote on each matter submitted to a vote of the members. The President and the Officers or the Board of Trustees shall have the power to rule on any question that may arise.
Section 3: Code of Ethics: All members shall pledge to keep themselves fully informed of all laws and regulations of Association and to do everything within the limits of the law to ensure their enforcement. They shall strive to be just and fair in their dealings with other members, participate in all affairs of the Association, and ensure that the best interests of the Association are safeguarded.
ARTICLE IV – OFFICERS (BOARD OF TRUSTEES)
Section 1: The Board of Trustees of the Association shall be composed of the Principal Officers of the Association. The principal officers of the Association shall consist of:
PRESIDENT
VICE PRESIDENT
SECRETARY
TREASURER
AUDITOR
PUBLIC RELATIONS OFFICER (2)
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Section 1a: The names of the initial Board of Trustees and their respective position and terms of office are listed in the Addendum II of these By-Laws.
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Section 2: All Officers shall have the authority and perform the duties in the management of the Association as provided by these by-laws, or as may be determined inconsistent with these by-laws. The Board of Trustees shall have the general management, control, and direction of all the affairs of the Association, shall formulate its policies, actively pursue its objectives, and shall have discretion and control of the disbursement of its funds.
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Section 3: Compensation: All Officers shall not receive compensation for their services as Officers.
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Section 4: Election and term of office: The Officers shall serve for two (2) years or until their successors are elected. Election shall be by majority vote of members present at the Annual Meeting. If the election of Officers cannot be held at such meeting, such election shall be held soon thereafter.
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Section 5: Removal: Removal of an Officer shall only be done when absolutely necessary. Some of the reasons to remove an Officer:
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Frequently missed board meetings or committee meetings.
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Causing problems with other officers and members of the Association.
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Using the organization’s funds and/or resources for his or her own personal gain.
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Creating a toxic, unhealthy or dysfunctional environment through inappropriate behavior or disrespecting other members of the organization.
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Taking part in unethical, fraudulent and/or any illegal activities that directly affects the organization.
Section 5a: An officer may only be removed by a two-thirds vote of the Board of Trustees present at any meeting at which there is a quorum.
Section 6: Resignation: Resignation of the officers shall be done in writing and must be submitted to the President at least one month prior to the next scheduled meeting.
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Section 7: Vacancies: Any vacancy occurring among the Officers, however cause (including, but not limited to, death, resignation, removal, disqualification), shall be filled in the manner provided in these by-laws, or, in the absence of such provision, by a majority vote of the members present during the meeting.
ARTICLE V – REGIONAL REPRESENTATIVES
Section 1: Regional Representatives of the Association shall be composed of members representing their region of residence.
Section 2: Regions will be; Northeast, Southeast, Midwest, Southwest, Northwest, Canada shall be divided into Eastern and Western Region. See Addendum III.
Section 3: Selection – Regional Representatives shall be appointed by the Board of Trustees. Each region shall be represented by at least one to a maximum of three (3) representatives.
Section 4: Term of Office – Each Regional Representative shall serve for at least two (2) years.
Section 5: Regional Representatives are expected to attend at least four (4) meetings a year, unless there is an emergency. Representatives shall serve in at least one committee (Education, Fundraising, Audit), assist with fundraisers and participate in fundraising activities.
Section 6: Resignation – Resignation of the representatives shall be done in writing and must be submitted to the President at least one month prior to the next scheduled meeting.
ARTICLE VI – COUNCIL OF ADVISORS
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Section 1: Council of Advisors may be composed of past PRECA Officers and founding members.
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Section 2: Council of Advisors shall be appointed by the Board of Trustees
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Section 3: Council of Advisors shall have a minimum of five (5) members.
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Section 4: Term of Office – Each Advisor shall serve for at least two (2) years.
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Section 5: Council of Advisors are expected to attend at least four (4) meetings a year, unless there is an emergency. Council of Advisors shall assist with and participate in fundraising activities.
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Section 6: Resignation – Resignation shall be done in writing and must be submitted to the President at least one month prior to the next scheduled meeting.
ARTICLE VII – FUNCTIONS and DUTIES
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The President shall preside at all general meetings of the Association. The President may sign, with the Treasurer or with any other proper officer of the Association authorized by the Board, any deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or these by-laws or by New Jersey statute to some other Officer or agent of the Association; and, in general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board from time to time.
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The Vice-President shall perform such duties and have such authority as from time to time may be delegated by the President or by the Board. The Vice-President will chair committees on special subjects as designated by the Board. In the absence of the President, the Vice-President (Internal Affairs) shall perform the duties designated to the President.
The Secretary shall keep minutes of the meetings of the Board and of Officers in one (1) or more books provided for that purposes; see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; be the custodian of the corporate records and of the seal of the Association and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these by-laws, keep a register of the post-office address of each Trustee and Officer which shall be furnished to the Secretary by such Trustee or Officer, and, in general, perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to the Secretary by the President or by the Board.
The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for monies due and payable to the Association from any legal source whatsoever and deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected. And in general, perform all the duties incident to the office of the Treasurer, and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board.
The Auditor shall be responsible for the yearly and as needed, periodic audit of the books and accounts of all business transactions by the Association.
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The Public Relations Officer (PRO) shall be responsible for all communications needs of the Association. The PRO shall serve as Chairperson of the Communications Committee.
ARTICLE VIII – CONTRACTS, CHECKS, DEPOSITS, LOANS AND CONFLICTS OF INTEREST
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Section 1: Contracts: The Board may authorize any Officer or Officers, agent or agents of the Association, in addition to the Officers so authorized by these by-laws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
Section 2: Checks, drafts, etc: All checks, drafts and orders for the payment of money, notes or other evidences in indebtedness issued in the name of the Association shall be signed by such Officer or Officers, agent or agents of the Association and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Treasurer and countersigned by the President or Vice-President of the Association.
Section 3: Deposits: All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board may select.
Section 4: Loans to Trustees or Officers: The Association may not lend money to, or guarantee any obligation of, or otherwise assist, any Trustee or Officer.
Section 5: Conflict of interest:
(1) No Trustee or Officer shall have any direct or indirect financial interest in, or receive any compensation or other benefits as a result of, transactions between any individual, corporation, firm or association:
From;
(a) which the Association purchases supplies, materials, or property;
(b) which renders any service to the Association;
(c) which enters into leases or assignments to or from the Association;
To;
(a) which the Association sells any of its products, materials, facilities or properties;
(b) which has any other contractual relations or business dealings with the Association.
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(2) If a Trustee or Officer believes that he or she may have conflict of interest with respect to any particular transaction, he or she shall promptly and fully disclose the potential conflict to the Board through the Trustee or designated Officer charged with corporate ethics responsibilities.
(3) If any Trustee or Officer is about to assume an interest or other outside relationship which might result in a conflict of interest, it is the Trustee or Officer's responsibility to promptly and fully disclose all of the pertinent information to the aforementioned Trustee or Officer charged with corporate ethics responsibilities, who shall report all information to the Board.
(4) Where a Trustee or Officer is a trustee, director or officer of any other corporation, firm or association or is otherwise interested, such potential duality of interest shall be disclosed to the Board, and make a matter of record through an annual procedure and also when the interest becomes a member of direct action.
(5) Any Trustee or Officer having a duality of interest shall not vote or use his or her personal influence in any matter, wherein the duality creates a conflict of interest, and he or she shall not be counted in determining the quorum for that portion of the meeting concerning the matter that presents the conflict. The minutes of the meeting shall reflect that a disclosure was made, as well as the abstention from voting and the status of attendance relative to the quorum.
ARTICLE IX – MEETINGS and QUORUM
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Section 1: Annual Meetings: A meeting of this Association shall be held annually. Written notice (and phone calls as the case maybe) of the time and place of the regular or annual meeting shall be sent to all members of this Association at least 21 days before the date of the meeting.
Section 2: Special Meetings: The Secretary shall give at least two weeks’ notice prior to the meeting, to all officers of each special meeting of the Association. Such notice may be oral or written, may be given personally, by telephone, or by facsimile machine, or electronic mail (e-mail) and shall state the place, date, and time of the meeting and the matter proposed to be acted upon at the meeting.
Section 3: Quorum: A majority of the total number of Officers, Regional Representatives and Advisors present shall constitute a quorum for the transaction of business.
ARTICLE X – FISCAL YEAR​
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Section 1: Fiscal year: The fiscal year of the Association shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XI – DISSOLUTION
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Section 1: Dissolution: Dissolution of the Association shall be decided by a two-thirds vote of all members.
Section 2: Distribution of assets: Upon the dissolution of the corporation, assets shall be distributed to one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the 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. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes
CERTIFICATION
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These bylaws were ratified at a special meeting of the Board of Trustees held on Aug 15, 2024.
Founded 1996
Connecticut • Florida
Illinois • Maryland
Michigan * Ohio
New Jersey • New York
Pennsylvania * Virginia