National Bylaws of the Philippine Scouts Heritage Society

ARTICLE I.
Name

The name of the Society shall be Philippine Scouts Heritage Society. It is a private, nonsectarian, nonpartisan, not-for-profit association, organized and operated exclusively for educational and preservation purposes within the meaning of Section 501(c)(3) of the Internal Revenue code.  For the purpose of these bylaws, the term “Society” refers to the National Society.

ARTICLE II.
Objectives

The objectives of this Society are:
a. Preserving the history, heritage and legacy of the Philippine Scouts.

b. Enriching the Fort Sam Houston Museum’s Philippine Scouts exhibit by enhancing the collection and presentation of books, manuscripts and memorabilia relating to the Philippine Scouts and their history.

c. Developing relevant activities and programs, including educating the American public in the history of the Philippine Scouts. The Society will not engage in activities which will compete with those of any non-appropriated fund instrumentality or any other Government function using appropriated funds.

ARTICLE III.
Emblems

The emblems of the Society are the shoulder insignia of the Philippine Department and of the Philippine Division and its successor organization, the 12th United States Army Infantry Division. These were the two emblems worn by the defenders of the Philippine Islands during the era of the Philippine Scouts in World War II. The former organization was one of the oldest Army Commands authorized a shoulder insignia before the department was deactivated in 1949. This insignia is a rampant, mythical lion, the lower half of which is that of a marine serpent, in white on a blue, oval background. This sea lion is taken from the Philippine Coat of Arms and alludes to the location of the department. The insignia of the Philippine Division is a front view silhouette of the head of a carabao (water buffalo), representative of the islands, colored yellow on a red shield.

ARTICLE IV.
Membership

Membership may be held by former Philippine Scouts and any individuals who support the Society’s objectives upon filing of an application and payment of required dues.  The National board of officers should ratify all free or honorary memberships before they are granted.

ARTICLE V.
Local Chapter Requirements

Section 1. In order to become a recognized chapter a group shall:
a. Have a membership of at least fifteen (15).

b. Ensure that the local chapter bylaws are current and not in conflict with national bylaws and policies.

c. Elect, at a minimum, a president, a secretary, and a treasurer.

 Section 2. Local Chapters shall:
a. Submit a semi-annual report by April 15 and October 15 to the national Public Relations Officer of chapter activities and the current number of members.

b. Provide completed membership change forms to the National Secretary annually by April 15.

c. Collect and forward to the National Treasurer a percentage of dues determined by the National Board of Officers based on the chapter’s membership strength as of April 1.

d. Present an end-of-year report of activities to the National President, in writing, 30 days prior to the annual reunion meeting. Such report must include as a minimum, the achievements of the past year, plans for the coming year and a financial report.

ARTICLE VI.
Dues

a. A portion of annual membership dues shall be payable to the national organization as determined by the Board of Officers established under Article IX. Dues are payable in full upon acceptance to membership and thereafter annually on January 1.

b. Initial dues payable by new members will be pro-rated on a quarterly basis, i.e., new members joining in January-March, 100%; April-June, 75%; July- August. 50%; September-December, 25%.

c. Any member whose annual dues for renewal are not received by the National Treasurer before March 31st shall be automatically removed from the Society’s membership rolls.

ARTICLE VII.
Fiscal Responsibility

Section 1. The Society year shall commence on the first day of January and shall end on the last day of December.

Section 2. An audit committee of three members appointed by the president shall audit the financial accounts at the annual reunion meeting. The committee shall report to the general membership before the close of the annual reunion meeting.

Section 3.  Audits will include: review of checks issued to insure valid receipts were received and issued; that copies of checks and deposit slips were properly recorded on the check register; that the inventory of unused checks is accurate; that bank statements are on file and all cancelled checks are received and maintained.  Upon completion of audit, the treasurer, auditors and president will duly sign the financial report.  If a discrepancy is found, the auditor will coordinate findings with the treasurer and report to the president.

Section 4.No funds of the PSHS shall benefit or be distributable to any member, officer, or any other individual, other than reimbursement for legitimate PSHS expenses, correctly submitted and conforming to PSHS bylaws and rules of operation.All the assets and net earnings of the PSHS shall be used to further Society purposes.

ARTICLE VIII.
Board of Officers

Section 1. The board of officers shall consist of a President, First Vice-President, Second Vice-President, Secretary, Treasurer, Assistant Treasurer, Public Relations Officer, Historian, Assistant Historian, Counselor, Museum Liaison Officer and, when available, the Immediate Past President and Counselor Emeritus.  These officers shall perform the duties prescribed by these bylaws and in accordance with established Society policies.

 Section 2. The Society’s elected officers are chosen by the general membership for a term of three years.

ARTICLE IX.
Nominations and Elections

Section 1. Election of officers takes place over a three-year cycle. The officers are divided into three groups as shown:

Section 2. Officers shall be elected at the annual reunion meeting. They will take office at the close of the annual reunion meeting.

Section 3. A nominating committee of three (3) members appointed by the President shall present nominees for office at the annual reunion of the Society, after which nominations from the floor may be made.

Section 4. Only individuals who are members in good standing shall be eligible for office.

Section 5. Vacancies in office shall be handled as follows:
a. In the event of death, resignation, or incapacitation of the President, the First Vice-President shall become the president for the unexpired portion of the term.

b. When a vacancy occurs in offices other than that of president, the Board will elect a successor who shall hold office for the unexpired term.

Section 6. No elected officer shall hold the same office for more than two (2) consecutive terms.

Section 7.  Eighteen (18) months or more shall be considered a term of office in determining eligibility for re-election.

Section 8.  An elected officer may be removed from office for cause if either two-thirds of the elected officers express no confidence in his/her performance of duties and a majority of eligible members voting in a recall referendum concurs; or a recall petition secures signatures of fifty-one percent of the dues-paying membership.  In either case, a special election to fill the vacancy must be held within 60 days.

Section 9.  The Immediate Past President shall automatically become a member of the Board of Officers and shall serve in that capacity until the current President ends his/her term of office.  A Counselor Emeritus may be appointed for life by the Board of Officers.   The Historian, the Assistant Historian, the Public Relations Officer and a Museum Liaison Officer shall be appointed at the discretion of the Board of Officers without term limits, but subject to reconfirmation every three years.

ARTICLE X.
Duties of Officers

Section 1. The President shall be the principal officer of the Society and shall: 
a. Preside at the annual meeting.

b. Appoint special committee chairmen with the approval of the Board, and may also appoint a parliamentarian.

c. Serve as a non-voting ex-officio member of all committees except the nominating committee.

d. Authorize in writing all checks issued by the Treasurer in excess of $100.00.

e. Receive end-of-year reports from board members, committee chairmen and chapter presidents and forward them to the Reunion Committee Chairman for inclusion in the reunion program book.

Section 2. The First Vice-President shall:
a. Serve in such capacities as assigned by the President.

b. Perform the duties of the President in the absence of the President.

c. Become president for the unexpired term in case of death, resignation, or incapacity of the President.

Section 3. The Second Vice-President shall:
a. Serve in such capacities as assigned by the president.

b. Perform the duties of the President in the absence of both the President and the First Vice-President.

Section 4. The Secretary shall:
a. Record and publish accurate minutes of the proceedings of the Board, the annual meeting, and special meetings.  These minutes should be made available to members upon request.

b. Conduct the correspondence of the Society.

c. Maintain a current list of the names and addresses of members by chapter, and promptly inform the newsletter editor of new members and changes in address of current members.

d. Maintain active files, records and correspondence of the Society and its officers.

e. Submit the minutes of the annual reunion meeting to the National President for review and approval. Once approved, the National Secretary will disseminate the minutes of the meeting to the Chapter Presidents for further dissemination to their general membership. 

Section 5. The Treasurer shall:
a. Have charge of all monies of the Society and shall report thereon at annual meetings.

b. Collect all dues from chapters and give a proper receipt therefore.

c. Pay all bills obtaining written authorization of the President for those in excess of $100.00.  See that every reimbursement for expenses is only disbursed upon presentation of an original receipt or vendor billing and is not honored past 90 days following the expenditure.

d. Keep in a permanent file an itemized record with supporting vouchers of all receipts and expenditures.

e. Shall deposit dues and other payments in the bank in person or by mail within three working days and forward any share owed the chapters within thirty days.

f.  Shall inform Secretary of all new and non-renewing members.

g.  To avoid commingling of funds in our general account, shall maintain separate accounts for the newsletter fund and the library fund.

h. Will cooperate with periodic audits and will follow all additional financial guidelines approved by the Society.

i. Deliver to the successor at the expiration of term of office and upon satisfactory completion of the annual audit, all books, records, and papers, obtaining receipt therefore.

Section 6. The Assistant Treasurer will assist the Treasurer in such fashion as the latter may direct. The Assistant Treasurer will remain cognizant of the treasury activities and records in order to maintain continuity in the event the elected Treasurer does not complete a full term of office.

Section 7. The Public Relations Officer shall:
a. Conduct and direct such activities as are appropriate to increase public awareness of the unique history of the Philippine Scouts and their contributions to the United States, the objectives, activities and accomplishments of the Society.

b. Either publish a newsletter containing information of both current and historical interest on the Philippine Scouts and the Society or, in consultation with the president, designate a Newsletter Editor to publish the newsletter and maintain its address list.

Section 8. The Historian shall:
a. Actively research and record information pertaining to the past history of the Philippine Scouts.

b. Seek and solicit donations of documents and artifacts relevant to the history, heritage and legacy of the Philippine Scouts.

c. Maintain a complete catalog of all documents and artifacts collected by the Society and record their location on display or in storage.

d. Keep such retired files and records as are needed to preserve and perpetuate the history of the Society.

e. As needed, the Assistant Historian shall help the Historian with these duties.

Section 9. The Counselor, the Immediate Past President and the Counselor Emeritus shall act as special advisors to the Society.

Section 10.  The Museum Liaison Officer will facilitate relations between the Fort Sam Houston Museum and the Society.

Section 11. Each officer, except the Treasurer (see Section 5, i above), shall deliver to the successor, immediately after retiring from office, all accounts, records, books, papers, and other property belonging to the Society.

Section 12. The Treasurer, Public Relations Officer, Counselor, Chapter Presidents and all Committee Chairmen will submit written end-of-year reports to the National President thirty (30) days prior to the annual reunion. The National President will request updates to these reports, if any, be presented during the annual reunion to the general membership.

ARTICLE XI.
Meetings

An Annual National Reunion and Meeting of the Philippine Scouts Heritage Society will be held as directed by the National President.

a. At each such reunion, the incumbent National President will solicit volunteers to chair future reunions.  The chair for an annual reunion is responsible for:

1.  Notifying the membership and coordinating all necessary arrangements.

2.  Coordinating a proposed national reunion budget with the national board. Within 30 days after the conclusion of the annual reunion, a final financial report, with copies of supporting vouchers, will be submitted to the National President for review, approval and dissemination to the National Board of Officers and to the general membership through Chapter Presidents.

b. Net proceeds from the annual reunion shall be divided by the local chapter hosting the annual reunion receiving 30%, the National Society receiving 30%, the newsletter receiving 20% and the library fund receiving 20%.  These disbursements should be made within 30 days after the conclusion of the annual reunion.

c. The annual reunion also serves as a general membership meeting to elect officers in accordance with Article X and to conduct such business as is included in the meeting agenda or may be presented at the meeting. The agenda for the meeting is set by the National Board from requests and recommendations submitted by local chapters.

d. A quorum shall consist of a minimum of fifteen members.

e. Special meetings may be called at any time by the President or in his absence the Vice-President or by petition of 25 percent of members in good standing.

ARTICLE XII.
Committees

The President shall appoint such committees as are consistent with the purposes of the Society with the exception of the audit committee which will be appointed in accordance with Article VII.

ARTICLE XIII.
Confidentiality

Society membership name and address lists are confidential and, under no circumstances, shall be released to individuals or organizations not part of the Philippine Scouts Heritage Society.  Furthermore, these names and addresses should not be used by our members for purposes other than those of the Philippine Scouts Heritage Society.

ARTICLE XIV.
Donations

No donations of national or chapter funds to charities or other organizations should take place in any form, including advertising in programs, ticket purchases and outright grants, unless the purpose is preservation or display of Scout memorabilia in a museum setting.

ARTICLE XV.
Parliamentary Procedure

The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Society may adopt.

ARTICLE XVI.
Amendment of Bylaws

These Bylaws may be amended by a simple majority at the Annual Conference/Reunion.

The proposed amendments will be presented and voted by members in good standing.

Members in good standing, absent from the annual conference, may submit his/her proxy vote within 10 days via email or mail following the presentation of the proposed amendment(s), to the National PSHS Secretary.

ARTICLE XVII.
Dissolution

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 the 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 disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the organization 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.

It is the intent of the Philippine Scouts Heritage Society that in the event of the dissolution of the organization, the assets of the Society shall be distributed to the U.S. Army Museum at Fort Sam Houston, Texas or to a successor museum designated by the U.S. Government as the official repository of Philippine Scout artifacts and memorabilia.  Alternatively, assets may be distributed to the Society for the Preservation of Historic Fort Sam Houston or successor organization.  In either case, distribution of assets shall be for the express purpose of preserving and maintaining the materials in the Philippine Scouts collection at the Fort Sam Houston Museum or successor museum as noted above.

ARTICLE XVIII.
Indemnification

Every officer may be indemnified by the organization against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such officers in connection with any threatened, pending or completed action, suit or proceedings to which he/she may become involved by reason of his/her being or having been an officer or any settlement thereof unless adjudged therein to be liable for negligence or misconduct in the performance of his/her duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the officers’ and its members approve such settlement and reimbursement as being in the best interest of the organization. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such officer is entitled.

Revisions approved on October 17, 2017.