CHAPTER XII (12)
The National Board of Directors shall be the HIGHEST DECISION-MAKING BODY of FELMAUSA in the ABSENCE of the National Convention (General Assembly).
LEGISLATIVE POWERS of the Association shall be vested in the National Board of Directors, or alternately referred to as the “Board” or “National Board.”
The Board shall have oversight responsibilities over the National Administration of the Federation. In the absence of the Convention, the Board shall exercise ALL POWERS and take all decisions reserved for the National Convention under this Constitution and By-Laws, except the amendment of this Constitution and By-Laws. Decision of the Board shall, however, be subject to a review by the General Assembly, Regular or Emergency.
The Board shall ensure that every organ of FELMAUSA adhere to the provisions of the Federation’s Constitution and By-Laws, being fully cognizant that no one shall be considered above and/or below any of the constitutional provisions.
The National Board of the Federation shall comprise of TWO (2) ELECTED local representatives from each Member-Chapter to serve a two-year term. Board members may be elected to succeed themselves as many times as the membership of their resident member-Chapters may wish to do so through their votes.
Representation of local Chapter Presidents and/or any local Executive Officers on the FELMAUSA National Board of Directors shall NOT be AUTOMATIC, as they must be ELECTED and ACCREDITED by the membership of their resident Member-Chapters.
Members of the National Board of Directors shall be legal residents of the United States of America (USA).
The Membership of each Member-Chapter (Member-Organization) shall evolve its own structure, Constitution and By-Laws, as well as rules by which the Chapter shall be governed, and how its representative shall be determined and seconded to the National Board. However, any such law, rule, procedure, criteria, or by-law that contravenes any portion of the
Constitution and By-Laws of FELMAUSA shall be null and void. The Board, through the National President, shall have the right to declare any such contraventions or other non-democratic procedures null and void.
The National Board reserves the right to determine, whether solicited or not, the constitutionality, intent and/or interpretation of any and all portions of the Constitution and By-Laws of all Member-Chapters, based upon the provisions of the FELMAUSA Constitution. Only the National Convention or a Special Assembly of Delegates can override the decisions of the National Board of Directors.
In the case of a vacancy involving a Chapter’s representative on the Board, the Chairman of the Board shall, through the National President, inform the appropriate Chapter and request the Chapter to fill the vacancy.
The Board shall determine the rules of its proceedings, establish its leadership structure, set criteria and determine causes for which, and the extent to which, disciplinary actions may be taken against its members; and, with the concurrence of two-third majority of its full membership voting in person, recommend a replacement of any of its members.
Officers of the Board shall serve a two-year term. They (Officers of the Board) may be elected to succeed themselves as many times as membership of the Board may wish to do so through their votes.
The Board shall have the following additional powers:
1. Charter (or give cognizance to) all member-Chapters of FELMAUSA, consistent with this Constitution.
2. Confirm appointments of officers and members of autonomous commissions.
3. Impeach and remove elected officers from office for cause and consistent with this Constitution.
4. Approve elections guidelines for FELMAUSA elections for the national administration.
5. Approve the Annual and all ad hoc budgets of the Association.
6. Direct audits of officers and members entrusted with the finances of the Association.
7. Approve membership dues and other fees as shall be proposed by the Executive Committee through the President of FELMAUSA.
8. Approve all contracts and/or projects with a financial obligation of ONE THOUSAND DOLLARS ($1,000.00) and ABOVE, and ratify all agreements between the Federation and other entities.
9. Cite officers and members of the Association for cause.
10. Create additional standing committees and autonomous commissions.
The Board of Directors shall act to establish benefits for the National President and the Chairman of the Board of Directors who shall continue to enjoy such benefits during the duration of their term in office. Such benefits shall be reviewed annually by the National convention which shall ensure that the benefits are within the financial or resource capacity of the Federation.
The Board shall meet in regular sessions at least every four (4) months. A simple majority shall constitute a quorum. Decisions by the Board shall be in the form of a resolution. The Chairman of the Board may convene an emergency session of the Board.
The Board shall take not more than three weeks (21 Days) to act upon a bill or request submitted to it by the President. Any time period extending beyond 21 days shall be considered as out of compliance and any such bill or request shall be considered passed by default of the Board.
The National Board of Directors represents the membership of the Federation and is directly accountable to said membership. The National Board shall Act only as a Group. Individual Members of the National Board shall have NO power, EXCEPT that which is expressed by a simple majority of vote (on procedural matters) and/or two-third (2/3) majority vote (on substantive matters) of Members of the National Board.
Members of the National Board of Directors shall be Members in GOOD MORAL and FINANCIAL STANDING with their respective Member-Chapters (Member-Organizations) and shall regularly attend and participate in their respective Chapter Meetings.
Members of the National Board of Directors shall make serious COMMITMENT to financially support the Federation in a manner commensurate with their individual ability and PARTICIPATE in FUNDRAISING and other activities for the Federation as requested.