AZKOR BY LAWS

BY-LAWS OF

Arizona Knights Of Rizal, Inc.

(AZKOR, Inc.)

(An Arizona Non-Profit, Tax Exempt Corporation)


ARTICLE I - ORGANIZATION

1. Name. The name of this corporation shall be ARIZONA KNIGHTS OF RIZAL, INC. (AZKOR, INC).

2. Seal. This organization shall have a seal, in the form attached to this text marked as “Official Seal of AZKOR, INC.” and deemed an integral part of these By Laws. AZKOR, INC’s dry seal shall bear upon its face: (a) in a circular design, the words: “ARIZONA KNIGHTS OF RIZAL, INC.” atop, and “NON OMNIS MORIAR” below; (b) within the circle, an equilateral triangle bearing the profile of Dr. Jose Rizal in the center with the name “Jose Rizal” under it, with a five pointed star in every angle of the triangle each mounted on a sun with
eight (8) salient rays as background, and (c) also within the circle beneath the triangle in two lines, the entries “Phoenix, Arizona, USA, January 6, 2010”. Every diploma and certificate to be issued by AZKOR, INC. and other important documents to be so issued by the Board (Council) requiring the Corporate seal, shall bear this dry seal upon direction of the Board (Council).

3. Change of Name. The corporation may change its name at its pleasure, by a two-thirds vote of the Board of Directors.

4. Principal Office and Area of Operation. The principal office of the corporation for the transaction of its business is located in Maricopa County, Arizona. Its area of operation covers the entire state of Arizona, with flexibility of geographical coverage to encourage the formation of other Knights of Rizal chapters in Arizona.

5. Office Location. The county of the corporation's principal office can be changed only by amendment of these By Laws and not otherwise. But the Board of Directors/Trustees (Chapter Council) can change the principal office from one location to another within Maricopa County, Arizona, by noting the changed addresses and effective dates below, and such changes of address shall not be deemed an amendment of these By Laws:

(A) 221 W. Conrad Drive Effective Date: June 8, 2008

Phoenix, AZ 85023

(B) ____________________ Effective Date: ________________

____________________

(C) ____________________ Effective Date: ______________

____________________

6. Offices in Other Places. The corporation may also have offices at such other places, within or without the State of Arizona, where it is qualified to do business, as its business may require and as the Board of Directors/Trustees (Chapter Council) may, from time to time, designate.


ARTICLE II - PURPOSES AND LIMITATIONS

1. General Purposes. This Corporation is organized and operated for the purpose of transacting any and all lawful businesses for which non-profit corporations may be incorporated under the laws of the State of Arizona as may be amended from time to time. This Corporation is organized exclusively for charitable, scientific, literary and/or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code, including for such purposes the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future federal tax code. Within the meaning of said Section 501(c)(3), US IRC, this Corporation may receive and administer funds for charitable, scientific, literary and/or educational purposes, and to that end, it is empowered:

(a) to receive, acquire, hold, possess and have title to any property, or any undivided interest therein, without limitation as to amount or value;

(b) to dispose of any such property and to invest, reinvest, or deal with the principal or the income in such manner as, in the judgment of the Directors will best promote the purposes of the Corporation, without limitation, except such limitations, if any, as may be contained in: the instrument under which such property is received, the Articles of Incorporation of this Corporation, these By-Laws, or any applicable laws and regulations; and

(c) to do any other act or thing necessary or incidental to or connected with the foregoing purposes or in advancement thereof, but not for the pecuniary profit or financial gain of its directors (trustees) or officers except as permitted under applicable laws.

2. Specific Purposes. To the extent that the following conform to said charitable, scientific, literary and/or educational purposes, the general nature of the business to be transacted by this Corporation is hereunder more specifically enumerated, but is not necessarily limited, as follows:

(a) providing social services such as, but not limited to: assistance for seniors and others needing social justice; counseling for housing, employment and related matters affecting new immigrants, particularly those from the Philippines; and scholarship grants for deserving Filipino-American students.

(b) helping to sustain inspirational, freedom promoting and self-sufficiency generating projects of non-profits, particularly those of, but not limited to, the “Order of the Knights of Rizal”, a nonprofit entity which is a civic, cultural, non-sectarian, non-partisan, and non-racial entity devoted to helping alleviate the sufferings and unfold the full potentials of people through the study, propagation and application of the ideals and teachings of Dr. Jose Rizal, national hero of the Philippines;

(c) supporting programs and projects for the preservation and restoration of human dignity (to encompass rights and responsibilities) among peoples wherever there is a need therefor, which support shall be provided through charitable, scientific, literary and/or educational activities;

(d) operating as a self-governing Chapter, in the State of Arizona, USA, of the global “Order of the Knights of Rizal” with all the rights and prerogatives to the ceremonies and privileges as well as to the authorization of its members to wear the uniform(s), insignias, badges, emblems, distinctive ribbons or membership rosettes or buttons of the “Knights of Rizal”; and

(e) implementation of other projects consistent with the humanitarian vision and purposes of the “Knights of Rizal” in the compliance with and pursuant to Section 501(c)(3) of the United States Internal Revenue Code.

The foregoing enumeration of specific purposes shall not be deemed to limit or restrict the general powers of this Corporation and the enjoyment and exercise thereof, as conferred by the laws of the State of Arizona under which this Corporation is incorporated.

3. Character of Affairs. The character of affairs of this corporation will be that of a public charity under Section 501(c)(3) of the United States Internal Revenue Code, as amended, organized and operated exclusively for any or all of the following purposes: charitable, scientific, literary, and educational.

4. Strategic Approach. To accomplish the foregoing general and specific purposes, this corporation shall accept, raise, receive,hold, invest, reinvest, manage, administer and have title to contributions, donations, gifts, legacies, bequests, devises, funds, benefits of trusts and property of any sort or nature, and shall accordingly judiciously apply, use or expend the income or principal thereof, for the purposes for which this organizationhas been established.

5. Limitations.

(A) No part of the net earnings of the Corporation shall inure to the benefit of any member, director, trustee, officer of the Corporation, or any private individual, except that reasonable compensation may be paid for services rendered to or for the Corporation affecting one or more of its purposes. No member, director, trustee, officer of the Corporation, or any private individual shall be entitled to share in the distribution of any of the corporate assets on dissolution of the Corporation.

(B) No substantial part of the activities of the Corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation. The Corporation shall not participate or intervene in any political campaign on behalf of any candidate for public office including the publication or distribution of statements relating to such campaign.

(C) Upon the dissolution of the Corporation or the winding up of its affairs, the assets of the Corporation shall be distributed exclusively to one or more charitable, religious, scientific, testing for public safety, literary, or educational organizations that qualify under the provisions of Section 501(c)(3) of the Internal Revenue Code and its Regulations as they now exist or as they may hereafter be amended, or to the federal government, or to a state or local government, for a public purpose.

6. Adoption by Reference of Charter Purposes, Objectives, Limitations and Organizational Principles. The purposes, objectives, limitations, organizational principles and other matters contained in: (a) the Charter of the Order of the Knights of Rizal otherwise known as Republic Act No. 646 (entitled “An Act To Convert The "Orden De Caballeros De Rizal" Into A Public Corporation To Be Known In English As "Knights Of Rizal" And In Spanish As "Orden De Caballeros De Rizal", And To Define Its Purposes And Powers”) and (b) the existing By-Laws of the Order of the Knights of Rizal and amendments thereof, are hereby adopted by reference and made integral parts of these By-Laws, provided they are consistent with Arizona state law and United States federal law.


ARTICLE III - MEMBERSHIP

1. Qualifications for Membership. All persons of legal age, of good moral character and reputation, who are (a) willing to learn more about Rizal and follow his teachings and (b) sympathetic to the purposes of the Knights of Rizal, are eligible for active membership, upon approval by the Chapter Council of a written application therefor duly endorsed by at least two active members of AZKOR, INC.

2. Regular Members. Members of AZKOR, INC. shall be known as Knights of Rizal (Caballeros de Rizal or Mga Maginoong Maka-Rizal) and shall be classified by degree from the 1st degree up to the 5th degree. AZKOR, INC. shall have regular members who are those who join this Chapter and go through the normal initiation process and screening by its Chapter Prefectural Tribunal. They start as Knights of Rizal (KR) and are levied annual dues to maintain their good standing. Regular members of AZKOR, INC. include Knights who transfer membership from another Chapter to this Chapter. AZKOR, INC. shall give due recognition and honor to all those conferred honorary memberships by the Supreme Council of the Order of the Knights of Rizal.

3. Membership Degrees. The degrees of membership are as follows:

(A) First Degree – KNIGHT OF RIZAL (KR). A Knight of Rizal is one who has been initiated in the first degree of the Order. Any person of legal age, of good moral character and reputation, who believes in Rizal and is willing to learn more about him and follow his teaching is eligible for admission in this degree. Application for membership shall be made in writing, duly recommended by at least two (2) members in good standing of the Order, screened and favorably endorsed by AZKOR, INC’s Prefectural Tribunal, and approved by the Chapter Council.

(B) Second Degree – KNIGHT OFFICER OF RIZAL (KOR). A Knight Officer of Rizal is one who has been elevated to the second degree of the Order upon fulfillment of the following minimum degree of work requirements: He must have served at least six (6) months in the first degree, must be favorably recommended by AZKOR, INC’s Prefectural Tribunal, and approved by the Chapter Council.

(C) Third Degree – KNIGHT COMMANDER OF RIZAL (KCR). A Knight Commander of Rizal is one who has been exalted to the third degree of the Order. Any Knight of Rizal, regardless of the degree he is in or of the time he has meritoriously served therein, who has fulfilled the requirements as may be prescribed by the Supreme Council for the purpose, may be exalted as “Knight Commander of Rizal” upon approval of the Supreme Council. A Knight of Rizal who has been elected as member of the Supreme Council or as a Chapter Commander, or has been given lifetime membership, shall be qualified for exaltation as Knight Commander of Rizal. Provided, however, that any person, not a member of the Order, who has distinguished himself by meritorious service which has enhanced the objectives of the Order or has written a book of general acceptance on Rizal, may also be exalted to this degree, as regards this Corporation, upon written recommendation of AZKOR, INC’s Prefectural Tribunal to AZKOR, INC’s Board of Directors/Chapter Council, and upon endorsement of the latter to the Supreme Council for its approval. The Supreme Council may on its own, and upon written recommendation of its Prefectural Tribunal, also exalt such a person to this degree. The written recommendation of the concerned Prefectural Tribunal shall specifically state the achievements of the candidate which have been considered as the bases for the recommendation for exaltation.

(D) Fourth Degree – KNIGHT GRAND OFFICER OF RIZAL (KGOR). A Knigrand Officer of Rizal is one who has been exalted to the second highest degree of the Order. Any Knight of Rizal or any person who has performed an outstanding achievement for the Order, may be conferred the degree of Knight Grand Officer of Rizal by the Supreme Council. A Knight of Rizal, with a third degree or lesser rank, who has been duly elected as Supreme Trustee, shall be exalted to the fourth degree with the rank of Knight Grand Officer of Rizal.

(E) Fifth Degree – KNIGHT GRAND CROSS OF RIZAL (KGCR). A Knight Grand Cross of Rizal is one who has been exalted to the highest degree of the Order. Any Knight of Rizal or any person who has performed an outstanding achievement for the Order, may be conferred the degree of Knight Grand Cross of Rizal by the Supreme Council at a Regular or Special General Assembly called for the purpose. After the election and organization of the Executive Officers of the Order, a trustee of the Supreme Council elected as Supreme Commander shall be conferred the Knight Grand Cross of Rizal.

4. Membership Dues. AZKOR, INC. may collect from its members an annual membership fee in such amount that the member concerned may be willing or can afford to pay, irrespective of rank or position, provided that the same shall not be less than twenty-five US dollars (US$25.00) a year, which shall be payable on the last day of January of each year or on the date adjusted by the Board of Directors as it might deem necessary for the best interest of this Corporation. The Board or Chapter Council may increase this minimum amount at its discretion. The fees collected from the members shall constitute the operating fund of the Corporation to be used for its activities and projects, and for the payment of the corresponding chapter and other fees determined by the Supreme Council, which fees shall be remitted on or before the appointed dates.

5. Member in Good Standing. Every member of AZKOR, INC. who has paid all membership dues, authorized assessments and other valid charges, plus applicable surcharges owing thereon, and who is not under suspension from the exercise of any membership right or privilege, is a member in good standing of AZKOR, INC.

6. Donations. Voluntary contributions or donations may be accepted from members or from the public. Members of the Order who have contributed or donated the minimum amounts specified in the Charter and By-Laws may qualify for lifetime membership pursuant to Supreme Council procedures established for the purpose.

7. Termination or Suspension of Membership.

(A) Membership in the Order may be terminated:

1. By death or voluntary resignation;

2. By failure or refusal to pay the annual membership dues, authorized assessments or other valid charges, plus applicable surcharges owing thereon, after having been duly served at least three (3) written notices; or

3. By the commission of, or involvement in, any offense involving moral turpitude, or any misconduct or misbehavior affecting the dignity, integrity and/or reputation of the Order including, but not limited to, defiance of, or refusal to obey, an order or decision of the Council of Elders.

(B) Membership in the Order may be suspended, rather than terminated, depending on the circumstances of each case, for any of the causes specified in Section 7(A)[2] or 7(A)[3] above.

8. Power to Investigate. The Board of Directors/Trustees (Chapter Council), in the case of any AZKOR, INC. members, shall have the power to investigate and determine whether or not a member should be suspended or terminated. Provided, however, that the member concerned shall be notified in writing by the Pursuivant, as the case may be, of such investigation at least ten (10) calendar days prior to the date set for the hearing. An affirmative vote of two-thirds (2/3) of the Board (Council), sitting en banc, shall decide a case of suspension or termination. Provided, further, that the decision of the Chapter Council for suspension or termination may be appealed to the Supreme Council for final decision.

9. Reinstatement. Any member of AZKOR, INC. whose membership has been terminated or suspended under Section 7(A)[2] of this Article may be reinstated upon recommendation of five (5) members in good standing and approval of the Board (Council). Provided, however, that in the case of termination or suspension of membership under Section 7(A)[2] of this Article, reinstatement of the member concerned may be effected only, in addition to the fulfillment of the requirements herein, by full settlement of all his back accounts to AZKOR, INC.


ARTICLE IV – BOARD OF DIRECTORS/TRUSTEES (CHAPTER COUNCIL)

1. Administration and Governance. Subject to the pertinent provisions of Arizona Law, other applicable laws or regulations, this corporation's Articles of Incorporation and these By Laws, the general administration and direction of the affairs of AZKOR, INC., all its activities and affairs, and all its corporate powers shall be in the hands or under the direction of, and shall be managed, executed and conducted by the Board of Directors/Trustees (Chapter Council) of nine (9) Members, which is here by vested with full powers and authority to act and perform all such functions as the corporation itself may do and perform. The members of the Board of Directors/Trustees (Chapter Council) shall be elected by Members from among themselves.

2. Initial Composition. Until otherwise changed by vote of the Members, the initial Board of Directors/Trustees (Chapter Council) is composed of the following persons:

Names Addresses

Conrado R. Ballecer, Jr. 221 W. Conrad Drive, Phoenix, AZ 85023

Emmanuel Torres 16003 N. 170th Lane, Surprise, AZ 85388

Rudy Lim 18425 N. 14th St., Phoenix, AZ 85022

Vicente O. Enciso 3206 N. 136th Drive, Avondale, AZ 85392

Franklin D. Rosales 3416 N. 45th Place, Phoenix, AZ 85018

Herminio Mendoza 4600 E. Ocotillo Rd., Paradise Valley, AZ 85253

Bernabe C. Rodriguez 13609 W. Earll Dr., Avondale, AZ 85392

Urso A. Penalosa 8520 W. Palm Lane, 1031, Phoenix, AZ 85037

Marcelino Catuira 667 E. La CostaDr., Chandler, AZ 85249

3. Specific Powers. Consistent with its exercise of general corporate powers, the Board (Council) can, at appropriate times and circumstances it may choose, do any or all of the following:

(a) Solicit, collect, receive, acquire, hold, have title to and invest money and property, both real and personal, whether or not received as gift, contribution, bequest, devise or otherwise; sell and convert all types of property into cash; and use the funds of this corporation and the proceeds, income, rents, issues and profits derived from any property of this corporation, for the purposes for which this corporation is formed;

(b) Act as trustee under any trust created to provide funds for the principal objectives of this corporation and receive, hold, manage and use funds and property subject to such trust;

(c) Borrow money and incur indebtedness on behalf of this corporation and, for the corporation's purposes, cause to be executed and delivered - in the corporate name - promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations and other evidences of debt and securities;

(d) Buy or otherwise acquire, own, hold, sell, assign, transfer or otherwise dispose of mortgages, pledges, hypothecations or encumbrances; deal in shares, bonds, notes, debentures or other securities or evidences of indebtedness of any person, firm, corporation or association, and while being owner or holder thereof, exercise all the rights, powers and prerogatives of such ownership;

(e) Enter into, make, perform and carry out contracts of every kind, for any lawful purpose, without limit as to amount, with any person, firm, association, corporation, municipality, county, parish, state, territory, government (foreign or domestic), other municipal or governmental subdivision, and any other juridical entity; and

(f) Perform any other tasks expected of juridical entities, especially those of non-profit, public benefit corporations, such as this entity.

4. Duties.
It shall be the duty of the Directors/Trustees (Chapter Council Members) to:

(a) Perform any and all duties and powers imposed on them collectively or individually by law, by the Articles of Incorporation of this corporation, or by these By Laws; among others, each Member of the Board of Directors/Trustees is expected to provide competence and support in the areas of: governance and planning, advocacy and outreach, finance and stewardship, philanthropic leadership; programming and evaluation undertakings; and excellence in the espousal of the principles and ideals of Dr. Jose Rizal;

(b) Conduct, manage and control the affairs and business of the corporation, and make necessary rules or regulations consistent with federal and state laws, the Articles of Incorporation of this Corporation, and these By Laws;

(c) Supervise, as a body, all officers, agents and employees of the corporation to assure that their duties are performed properly;

(d) Select and appoint outstanding Knight or Knights, with at least KCR rank, as Adviser(s) of AZKOR, INC. who shall, upon the Council’s request, recommend and provide wisdom, advice and guidance on Rizalist ideals, policies, Chapter direction and other matters the Board may wish to consult on;

(e) Adopt and use a corporate seal as well as alter the said seal and certificates, conformably with the Charter, By-Laws and issuances of the Supreme Council of the Order of the Knights of Rizal;

(f) Meet at such times and places as required by these Bylaws;

(g) Register their addresses with the Pursuivant (Secretary) of AZKOR, INC. for inclusion in the Directors’/Trustees’ Roll Book and undertake that notices of meetings mailed or faxed or emailed to them at such addresses shall be deemed valid notices thereof.

5. Term of Office. Each Director/Trustee shall hold office for a period of two (2) years, renewable for another term of two years, and until his or her successor is elected and qualifies.

6. Corporate Action. The Board of Directors/Trustees (Chapter Council) shall only act in the name of the Corporation when it is regularly convened by its Commander (President/CEO) after due notice to all the Directors/Trustees of such meeting.

7. Rules. The Board of Directors/Trustees (Chapter Council) may make such rules and regulations covering its meetings as it may in its discretion determine necessary.

8. Restriction Regarding Interested Directors/Trustees. Notwithstanding any other provision of these By-Laws, not more than one of the persons serving on the Board/Council may be interested persons. For purposes of this Section, the phrase "interested persons" means either:

(a) Any person currently being compensated by the corporation for services rendered it within the previous twelve (12) months, whether as a full- or part-time officer or other employee, independent contractor, or otherwise, excluding any reasonable compensation paid to a Director as Director, as might be authorized; or

(b) Any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law,
son-in-law, daughter-in-law, mother-in-law, or father-in-law of any such person.


ARTICLE V - CORPORATE OFFICERS

1. Officers. The officers of this Corporation shall be elected by the members of the Board (Council) from amongst themselves and shall be as follows:

Commander

Deputy Commander

Chancellor

Pursuivant

Exchequer

Archivist

Auditor

Deputy Pursuivant, and

Deputy Exchequer

2. Commander. The Commander is the President/Chief Executive Officer of AZKOR, INC. and as such he shall have general supervision over the management of the affairs of the corporation. He shall preside at all the meetings of the Board of Directors/Trustees (Chapter Council) and the AZKOR, INC. Assemblies. He shall sign all certificates, diplomas, contracts and all other important documents and shall also sign all checks or withdrawal slips drawn against bank accounts, jointly with the Exchequer. He shall create with the approval of the Board (Council), all committees of the Board (Council) which he may deem necessary; and shall submit to the Annual General Assembly a report covering the activities of the Board (Council) in particular and of AZKOR, INC. in general during each year of his incumbency. He shall call Regular or Special General Assemblies of AZKOR, INC. or special meetings of the Board (Council) whenever he deems it necessary. He shall ensure through oversight that all books, reports and certificates required by law are properly kept or filed. He shall have and exercise such powers as are reasonably construed as belonging to the Chief Executive Officer of any organization. He shall represent the Board of Directors/Trustees (Chapter Council) in the relations of this Corporation with all levels of the American government, with the Supreme Council of the Order of the Knights of Rizal and its instrumentalities, and with all other entities whether natural or juridical, private or public. And he shall perform such other duties as are incident to his office or required of him by these By-Laws, the Articles of Incorporation of this corporation, and pertinent state and federal laws and regulations.

3. Deputy Commander. The Deputy Commander (Vice-President) shall assist the Commander in the performance of his duties, and in the absence, illness, inability or resignation of the Commander, shall have the powers and discharge the duties of the Commander. In the absence of the Commander, he shall sign all checks or withdrawal slips drawn against bank accounts, jointly with the Exchequer or Deputy Exchequer or such other officer designated by the Board (Council). He shall assume the responsibilities of a Vice President for Administration and for Operations, serving as the Commander’s oversight point-person for administrative compliance as well as for the implementation of AZKOR, INC’s programs and projects, and shall perform such other obligations as the Commander or the Board (Council) may direct.

4. Chancellor. In the event that both the above officers are unable to discharge their duties as herein prescribed, the Chancellor shall be the Commander pro-tempore with all the powers and duties of the Commander. The Chancellor (or VP for Ceremonies & Communications) shall be the ceremonial officer of the Board (Council) and as such shall assist the Commander in all the ceremonies of the Board (Council), in the installation of officers or members and in all social and civic activities of the Board (Council). He shall also assume the responsibilities of a Vice President for Marketing, to take charge of communicating and letting the world know, appreciate, and be committed to the support of the vision, purposes, programs and projects of this Corporation and shall perform such other duties as may be required of him by the Commander or Board (Council).

5. Pursuivant. The Pursuivant (Secretary) shall inscribe the minutes and records of the corporation in appropriate books; shall file any certificate required by any statute, federal or state; and shall give and serve all notices to Directors/Trustees of this organization. He shall be the custodian of the official seal of this corporation and shall ensure that said seal shall be imprinted on all official documents of the corporation. He shall present and submit to the Directors/Trustees at meetings any letter or communication addressed to him as Pursuivant (Secretary) of the corporation. He shall attend to all corporate correspondence of this organization and shall prepare and publish all orders and resolutions of AZKOR, INC. when directed by the Commander. In the absence of both the Commander and Deputy Commander, he shall sign all checks or withdrawal slips drawn against bank accounts, jointly with the Exchequer and, in general, shall perform such other duties as are incident to his office or required by the Board (Council).

6. Exchequer. The Exchequer (Treasurer) shall be the custodian of the funds and properties of the Corporation and shall keep an accurate account of all money received and disbursed by him. He shall deposit all collections and funds of the Board (Council) and, upon direction of the Board (Council), he shall cause to be deposited in a regular business bank or trust company a sum specified by the Board (Council) and the balance of the funds of the organization shall be deposited in a savings bank or credit union, except that the Board (Council) may cause such funds to be invested in such investments as shall be legal for a non-profit corporation in the State of Arizona. He shall sign all checks or withdrawal slips drawn against such funds when disbursements thereof are authorized by the Board (Council), jointly with the Commander, or the Deputy Commander, or the Chancellor, or Pursuivant, as the case may be. No special fund may be set aside that shall make it unnecessary for the Exchequer to sign the checks issued upon it. He shall render at stated periods, as the Board of Directors shall determine, a written account of the finances of the organization and such report shall be physically affixed to the minutes of the Board (Council) meeting where said report was made. He shall submit to the Annual General Assembly the audited report covering the financial condition of the corporation during each year of his incumbency and shall perform such other duties as are incident to his office or required of him by the General Assembly or by the Board (Council).

7. Archivist. The Archivist (or Historian/Librarian) shall keep all records, files, correspondence and documents of AZKOR, INC. and of the Board (Council) as may be directed by the Board (Council). He shall act as Historian and Librarian thereof and make recommendations for the acquisition of such books, relics, or other objects pertaining to Dr. Jose Rizal or of interest to the Order. He shall perform such other duties as are incident to his office or required of him by the Board (Council).

8. Auditor. The Auditor shall review and audit the disbursements and expenses of the Corporation from time to time and shall certify to the Board (Council) in writing that the financial statements and reports of the Exchequer were audited and reviewed by him and that the expenses and disbursements as shown therein are duly authorized by the Board (Council) in accordance with the provisions of these By-Laws. He shall perform such other duties as are incident to his office or required of him by the Board (Council).

9. Deputy Pursuivant and Deputy Exchequer. The Deputy Pursuivant (Assistant Secretary) and the Deputy Exchequer (Assistant Treasurer) shall respectively assist the Pursuivant and the Exchequer in the performance of their respective duties. They shall also perform such duties as may be assigned to them by the Board (Council).

10. Other Officers and Staff. In the exercise of its discretion to determine what is necessary and best for the conduct of the business of this corporation, the Board (Council) shall determine positions, hire and fire employees for and from such positions, as well as prescribe the duties and fix the compensation of every officer, agent or employee of the corporation, in accordance with applicable laws and regulations. Accordingly, the Board (Council) may appoint an Executive Director or a Webmaster, and may create such other staff or employee positions, with such duties and reasonable compensations as it may determine appropriate, for the effective and efficient day-to-day administration of AZKOR, INC.

11. Initial Officers. Initially, the Officers of this Corporation shall be the following:

Positions Names Addresses

Commander Conrado R. Ballecer Jr., 221 W. Conrad Dr., Phoenix, AZ 85023

Deputy Commander Emmanuel Torres 16003 N. 170th Lane, Surprise, AZ 85388

Chancellor Rudy Lim 18425 N. 14th St.,Phoenix, AZ 85022

Pursuivant Vicente O. Enciso 3206 N. 136th Drive, Avondale, AZ 85392

Exchequer Franklin D. Rosales 3416 N. 45th Place, Phoenix, AZ 85018

Archivist Herminio Mendoza 4600 E. Ocotillo Rd., Paradise Valley, AZ 85253

Auditor Bernabe C. Rodriguez 13609 W. Earll Dr., Avondale, AZ 85392

Deputy Pursuivant Urso A. Penalosa 8520 W. Palm Lane, 1031, Phoenix, AZ 85037

Deputy Exchequer Marcelino Catuira 667 E. La Costa Dr., Chandler, AZ 85249

12. Term of Office. The terms of office of Officers shall be two (2) years to coincide with their terms in the Board (Council) or until their replacements are selected and qualified.

13. No compensation. No officer/director/trustee shall, for reason of his office, be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director or trustee from receiving any compensation from this corporation for duties other than as a director or trustee or officer.

14. Removal. A Director/Trustee/Officer may be removed when sufficient cause exists for such removal. The Board (Council) may entertain charges against any Director/Trustee/Officer. Any such Director/Trustee/Officer under removal proceedings may hire an attorney to represent him. The Board (Council) shall adopt such rules for this type of hearing as it may, in its discretion, consider necessary for the best interests of the organization. The Board (Council) may adopt a decision to remove a Director/Trustee by a majority vote of all its members.

15. Vacancy. Any vacancy caused by the death, resignation, removal, disqualification, or otherwise of any Director/Trustee/Officer shall be filled by the Members of AZKOR, INC. at a meeting called for the purpose. In the event of a vacancy in any office other than that of Commander, such vacancy may be filled temporarily by appointment by the Commander until such time as the Members shall fill the vacancy.


ARTICLE VI – ELECTIONS OF BOARD (COUNCIL) AND OFFICERS

1. Date of Election. The election of the nine (9) elective members of the Board of Directors/Trustees (Chapter Council) shall take place on the second Sunday in February of each year or on such date as the Board/Council may designate, as it may deem necessary for the best interest of AZKOR, INC.

2. Procedure. The following procedure shall be followed:

(a) Only members in good standing as provided for in Section 5 of Article III of these By-Laws shall be entitled to vote or be voted upon for any office or position in AZKOR, INC.

(b) Nominations for the nine elective members of the Board of Directors/Trustees (Chapter Council) shall first be submitted by a Nomination Committee previously constituted by the Board (Council) in any number as it may deem wise. Additional nominations on the floor may, however, be made by any member in good standing.

(c) All nominees for the Board of Directors/Trustees (Chapter Council) shall first accept the nomination before they may be voted upon. Nominees present in the AZKOR, INC. assembly may manifest such acceptance verbally or in writing; nominees not present shall manifest such acceptance in writing.

(d) After the nominations are closed, the members present and qualified to vote, shall proceed to vote, depositing their ballots in a box provided for that purpose.

(e) As soon as the voting is closed, the Commander shall appoint a Board of Canvassers and Chairman thereof from among the voting members who shall canvass the ballots cast. The results of the voting shall be reported to the Commander by the Chairman of the Board of Canvassers.

(f) The nine candidates securing the highest number of votes shall be proclaimed by the Commander.

(g) The newly elected members of the Board of Directors/Trustees (Chapter Council), including the immediate past Commander who shall preside, shall then meet and elect from among themselves the Officers as provided for in Section 1 of Article V of these By Laws.

(h) The elected Officers shall take and sign before the outgoing Commander the prescribed oath of their respective offices.

(i) The members of the new Board of Directors/Trustees (Chapter Council) may, at their discretion, postpone the election of the Officers.


ARTICLE VII – MEETINGS AND QUORUMS

1. Assemblies. AZKOR, INC. shall hold annual and whenever necessary, special general assemblies. The Annual General Assembly shall be held in the first quarter of the year, with the specific date to be fixed by the Board (Council) at its June meeting prior to such Annual General Assembly.

2. General Assembly for Elections. The General Assembly for the purpose of electing Directors /Trustees of the Board (Council), as provided for in Section 1 of Article VI of these By-Laws, shall be held every two years on the second Sunday of February of the relevant year or on such other date as the Board (Council) may determine.

3. Other Annual Assemblies. Other Annual Assemblies shall take place in June and December of each year to celebrate Dr. Rizal’s coming to the light and to commemorate his martyrdom, as well as for any or all of the following purposes: (a) initiation of new members [Knight of Rizal]; (b) elevation to the 2nd degree [Knight Officer of Rizal]; or (c) any other purpose as the Board/Council may determine to be appropriate.

4. Special General Assemblies. Other than those provided for in Section 3 of this Article, Special General Assemblies may be called by the Commander, at his discretion or upon written request of at least ten (10) members in good standing, on such date, time and place as the Commander may determine, for the purpose of strengthening relations and for such other purposes as he may deem necessary. The notice shall state the reasons for calling the meeting, who called for it, and the business to be transacted at such meeting. Only the business specified in the notice may be transacted at such special meeting, unless the Members present unanimously agree to consider another item of business.

5. Board Meetings. The Board (Council) shall hold regular meetings once a month. The Commander may call special meetings of the Board (Council) at his discretion or upon written notice of at least three (3) members of the Board (Council) on such date, time and place as the Commander may designate and for such purpose as he may deem necessary. Any Knight of Rizal may be invited by the Commander to attend any meeting of the Board (Council) for the purpose of expressing his opinion on matters of interest to AZKOR, INC.

6. Quorum. A majority of the members in good standing present at any annual general or special general assembly shall constitute a quorum. Once quorum has been declared by the Commander at any such general assembly, any and all proceedings held therein shall be considered valid in all respects. In meetings of the Board (Council): the attendance of five (5) members thereof shall constitute a quorum; a lesser number of Directors/Trustees may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by these By-Laws; the Pursuivant shall cause a notice of this scheduled meeting to be sent to all those Directors/Trustees who were not present at the meeting originally called; a quorum as set forth above shall be required at any such adjourned meeting.

7. No proxy. No proxies shall be accepted or recognized at any general assembly of AZKOR, INC.

8. Notices. Notices of annual or special general assemblies shall state the date, time, place and purpose or purposes of such General Assembly and shall be mailed, faxed and/or emailed to each Member fifteen (15) days prior to the date set for such General Assembly. Notices for the meetings of the Board (Council) shall be mailed or delivered personally to each Director/Trustee at least three (3) days prior to the date set for such meeting.

9. Waiver of Notice. Notice of Meetings need not be given to any Director/Trustee or Member who signs a waiver of notice or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting such lack of notice to him prior to the meeting or at its commencement.

10. Board Action By Unanimous Written Consent Without Meeting. Any action required or allowed to be taken by the Board of Directors/Trustees (Chapter Council) under any provision of law may be taken without a meeting if all members of the Board (Council) shall individually or collectively consent in writing to such action. For the purposes of this Section only, "all members of the board" shall not include any "interested director" as defined above. Such written consent or consents shall be filed with the minutes of the proceedings of the Board (Council). Such action by written consent shall have the same force and effect as the unanimous vote of the Directors/Trustees. Any certificate or other document filed under any provision of law which relates to action so taken shall state that the action was taken by unanimous written consent of the Board of Directors/Trustees without a meeting and that the By-Laws of this Corporation authorize the Directors/Trustees to so act, and such statement shall be prima facie evidence of such authority.

11. Use of Conference Equipment. Members of the Board of Directors/Trustees (Chapter Council) may participate in any meeting of the Board (Council) through the use of conference telephone, videophone, telecopy or telefax transmission, email or similar or new set of communications equipment. As a rule, this facility will not be used in assemblies but the Board (Council) may allow for exemptions, as circumstances may warrant.


ARTICLE VIII - VOTING

1. Voice Vote. All votes shall be by voice at all meetings, except for the election of Directors/Trustees. For elections, ballots shall be provided and there shall not be any place or mark on those ballots that might tend to indicate the person who cast the ballot. The Board (Council) may, however, dispense with this ballot requirement by voice vote.

2. Ballots. At any regular or special meeting, any question may be voted upon in the manner
and style provided for the election of Directors/Trustees, if a majority so requires.


ARTICLE IX – ORDER OF BUSINESS

1. Order of Business. The normal order of business of meetings of this Corporation shall be:

(a) Calling of meeting to order;

(b) Roll call;

(c) Determination of quorum;

(d) Reading and approval of minutes;

(e) Unfinished business;

(f) New business; and

(g) Adjournment


ARTICLE X – COUNTERPART ORGANIZATIONS

1. Counterparts. AZKOR, INC. recognizes and adopts as counterpart organizations those entities so designated by the Supreme Council of the Order for being all dedicated to the same aims and purposes as the Knights of Rizal. The Board (Council) may, as it deems proper and necessary, and conformably with Supreme Council guidelines, recognize as a counterpart organization any other organization which is dedicated to and interested in promoting the purposes of the Order. AZKOR, INC shall collaborate and coordinate activities with said organizations and the Supreme Council in pursuance of common objectives.


ARTICLE XI - COMMITTEES

1. Board Discretion. The Board of Directors/Trustees (Chapter Council) shall appoint all committees of this organization. Except for the permanent committees herein specified, the term of office of such committees shall be for a period of one year; but the Board may shorten or lengthen this term, as it may deem fit. After the election of the members of the Board (Council) and the organization of the elected officers, the permanent functional committees are reactivated or additional committees are created to carry out the various activities of the Order. Aside from the Executive Committee, whose membership shall be set by the Board/Council from 5 to 9 members, each permanent committee shall have one to three members. The categories and names of these permanent Committees are as follows:

A. COORDINATION

Executive Committee

B. ADMINISTRATION

Prefectural Tribunal Committee

Finance & Resource Development Committee

Legislative and Legal Affairs Committee

Public Issues Committee

Protocol, Ceremonial and Heraldry Committee

Nomination Committee

Publications and Research Committee

Public Relations Committee

Counterpart Organizations Committee

June 19th and December 30th Committee

C. OPERATIONS

Charity and Social Services Committee

Science and Self-Sufficiency Committee

Education and Scholarships Committee

Literary, Rizal Essay & Oratorical Contests Committee

2. Executive Committee. The Executive Committee is responsible, subject to the direction of the Board (Council), for the formulation of guidelines, programs and operating policies and for the direction, coordination, and management of operations and activities of AZKOR, INC. The Commander shall be the Chairman of the Committee and shall have a membership, as the Board (Council) may determine, of not less than five (5) and not exceeding nine (9), including the chair in both cases, all of whom are members of the Board (Council). For its minimum number, this Committee’s membership shall be composed of the Commander, Deputy Commander, Chancellor, Pursuivant, and Exchequer. This Committee shall, among others, specifically perform the following functions:

(a) Governance Oversight. To provide oversight on behalf of the Board (Council) in respect of the governance of the Corporation, with particular focus on transparency and social responsibility. It shall research, design and recommend any and all possible
action plans to actualize this Corporation’s reason for being, in coordination with concerned committees. It shall also be responsible for maintaining the currency of the Corporation’s By-Laws and recommending amendments as needed, and for this purpose, shall call on the Legislative and Legal Affairs Committee for assistance.

(b) Board (Council) Development. To assess the strengths and operations of the Board (Council) and its committees on an on-going basis as well as forecast and provide for their leadership needs for the future. For this purpose, it shall pay particular attention to: [i] developing and maintaining a roster of Members who can be considered for membership in the Board and its committees, through elections, with the help of the Prefectural Tribunal Committee; [ii] monitoring the participation of Board and committee members to ensure effective governance of the Corporation, and reporting annually to the Board (Council) concerning the same; [iii] nominating through the Nominations Committee suitable Members to fill vacancies on the Board (Council), as well as recommending officers and committee chairs; and

(c) Financial Operations. To oversee all financial operations of the AZKOR, INC., receive and review quarterly reports comparing budget-to-actual expenses, recommend approval by the Board (Council) of program and project budgets as submitted by the Committee Chairs or the Executive Staff, if any, and work with the Finance Committee to make financial projections and prepare annual operational budgets for approval by the Board (Council).

3. Prefectural Tribunal Committee. This committee, to be composed of the Deputy Commander (as Chairman) and two members, shall constitute AZKOR, INC’s Prefectural Tribunal and shall also undertake the functions of a membership committee for searching and making initial contacts of prospective members of the Order, screening them, conducting interviews and making recommendations of those qualified for admission to Membership in the various degrees of the Order pursuant to the Code of By-Laws. The committee may also recommend those deserving of conferment and awards including the distinguished service cross and distinguished service star. It shall work closely with the Executive Committee for Board (Council) Development functions.

4. Finance & Resource Development Committee. This committee, to be composed of the Exchequer (as Chairman), the Deputy Exchequer and a member, shall in general focus on the aspect of sourcing and management of funds and shall, in particular, develop and implement approved programs and courses of action that would produce funds and resources for this Corporation’s continued existence, operation and growth. It shall generate creative programs or projects that would bring to the Corporation residual and growing income and resources and shall find ways and means of financing the various activities and programs of AZKOR, INC. pursuant to its objectives. It shall attend to matters pertaining to collection, disbursement and programming of the funds of the Order and shall team up with the Executive Committee in making financial projections and the performance of financial operations functions.

5. Legislative and Legal Affairs Committee. The Legislative and Legal Affairs Committee shall monitor legislative developments in Arizona, the US, the Philippines and other parts of the world, as these developments may affect AZKOR, INC. and the Order. It shall make studies and recommendations for safeguarding the interests of the Order in the legal arena. This Committee shall be composed of one Member who shall have legal training and, in appropriate cases if admitted to the Arizona Bar, act as the Legal Counsel of AZKOR, INC; otherwise, the Board/Council may opt to hire an attorney for the purpose of legal representation. This Committee shall assist and coordinate with the Executive Committee for the continuing review and update of these By-Laws.

6. Public Issues Committee. The Committee on Public Issues gathers, collates, observes, analyzes and examines the current and continuing vital public issues as these might affect the goals and objectives of AZKOR, INC. and the Order in particular, and of the US and the Philippines in general, to the end that legitimate measures may be recommended, approved, taken and pursued in keeping with the basic principles of freedom, justice, honor and general welfare. This Committee shall be composed of one member.

7. Protocol, Ceremonial and Heraldry Committee. This committee, to be composed of the Chancellor (as Chairman) and a member, shall see to it that the approved rituals and ceremonies of the Order are observed and implemented. It may recommend improvements on such rituals and ceremonies. It may also make recommendations on the insignia, uniforms, banners, seals and other symbolic paraphernalia to be used or adopted by AZKOR,
Inc. and the Order, and to make such other recommendations for improvement or alteration of the same. It shall also spearhead AZKOR, INC’s implementation of the specific purpose of “operating as a self-governing Chapter, in the State of Arizona, USA, of the global ‘Order of the Knights of Rizal’ with all the rights and prerogatives to the ceremonies
and privileges as well as to the authorization of its members to wear the uniform(s), insignias, badges, emblems, distinctive ribbons or membership rosettes or buttons of the Knights of Rizal” [Art. II(2)(d)].

8. Nomination Committee. This committee, to be composed of a Chairman and two members, shall receive, submit and propose the names of qualified members for nominations to the Board (Council) on or at any annual election of directors/trustees pursuant to the Code of By-Laws. It shall coordinate with the Executive Committee in the performance of board development functions.

9. Publications and Research Committee. This committee, to be composed of the Pursuivant (as Chairman) and the Deputy Pursuivant, shall gather, edit, collate, compile and recommend publication of all lectures, bulletins, speeches, and other scholarly works to the Board (Council) for distribution and dissemination to AZKOR, Inc. members, the Supreme Council, other chapters of the Order, counterpart organizations or the general public.

10. Public Relations Committee. This committee, to be composed of the Chancellor (as Chairman) and a member, shall propose and undertake programs to inform the general public of the activities of the Order and to promote the objectives of the Order to a wider segment of society. It shall propose, refine and execute approved communications and marketing strategies to include branding and related matters.

11. Counterpart Organizations Committee. This committee, to be composed of a Chairman and a member, shall establish, maintain and cultivate working relationships with recognized counterpart organizations and shall coordinate activities of interest to AZKOR, INC., the Order and other affiliated organizations. It shall also recommend and oversee the approved programs of activities for institutional chapters of students in schools, colleges and universities. Such recommendations on programs may refer to organization, supervision, discipline and compliance with rules and regulations promulgated by the Supreme Council from time to time.

12. June 19th and December 30th Celebrations Committee. This committee, to be composed of a Chairman and a member, shall recommend and execute the approved measures to ensure that appropriate activities or ceremonies are undertaken to celebrate the birth and commemorate the death of Dr. Jose Rizal, and shall coordinate with other committees to accomplish this mandate.

13. Charity and Social Services Committee. This Committee, to be composed of a Chairman and two members, shall recommend and, once approved by the Board/Council, execute projects and activities in implementation of: (a) the charitable purposes of AZKOR, INC. as a non-profit entity and (b) the specific purpose of providing such social services as [1] assistance for seniors and others needing social justice and [2] counseling for housing, employment and related matters affecting new immigrants, particularly those from the Philippines [Art. II(2)(a)]. For these purposes, it shall prepare plans, guidelines and programs, subject to approval by the Board/Council, to be pursued by AZKOR, INC. on a year-round basis; it shall coordinate with other committees in the execution of its programs to accomplish charitable, civic and patriotic objectives and, in appropriate cases, to respond to the call of emergencies and humanitarian causes. Through this Committee, AZKOR, INC. members can emulate the example of Rizal in Dapitan as a community worker.

14. Science and Self-Sufficiency Committee. This Committee, to be composed of a Chairman and two members, shall recommend and, once approved by the Board/Council, execute projects and activities in implementation of: (a) the scientific purposes of AZKOR, INC. as a non-profit entity, and (b) the programs and projects for helping to sustain inspirational, freedom-promoting and self-sufficiency generating projects of non-profits like those of, but not limited to, the “Order of the Knights of Rizal”, an entity devoted to helping alleviate sufferings and unfold potentials of people through the study, propagation and application of the ideals and teachings of Dr. Jose Rizal [Art. II (2)(b). It shall undertake to bring forth the positive and dynamic AZKOR, INC. Rizalist who is aware of the plight of the less fortunate, analyzes the problems of the people and the community, and addresses challenges like hunger, disease, insecurity and destitution. To this end, this Committee shall also focus on putting into effect the implementation of other projects consistent with the humanitarian vision and purposes of the Knights of Rizal in the compliance with and pursuant to Section 501(c)(3) of the United States Internal Revenue Code. [Art. II (2)(e)].

15. Education and Scholarships Committee. This committee, to be composed of a Chairman and two members, shall recommend and, once approved by the Board/Council, execute projects, seminars and activities in implementation of: (a) AZKOR, INC’s educational purposes as a non-profit entity, (b) supportive programs and projects for the preservation and restoration of human dignity (to encompass rights and responsibilities) [Art. II (2)(c)], and (c) the specific purpose of providing scholarship grants to deserving Filipino-American students [Art. II (2)(a)]. It shall also recommend and undertake programs, studies and knowledge-sharing activities that develop and improve the educational system attuned to the ideals and principles of Dr. Rizal specifically along character formation, nation building, enlightened citizenship and progressive economic development.

16. Literary, Rizal Essay & Oratorical Contests Committee. This Committee, to be composed of a Chairman and two members, shall recommend and, once approved by the Board/Council, execute projects and activities in implementation of the literary purposes of AZKOR, INC. as a non-profit entity. It shall also prepare, subject to the approval of the Board/Council, criteria regarding the holding of essay and oratorical contests and, for said purpose shall recommend the qualifications of the contestants, judges, venue, frequency, prizes, theme, sectors to be involved---whether national or regional, and such other matters as in its judgment may be conducive to the accomplishment of the objectives of AZKOR, INC. This Committee shall spearhead and manage the essay and oratorical contests that AZKOR, INC. shall hold.


ARTICLE XII – COUNCIL OF ELDERS

1. Composition and Organization. There shall be a Council of Elders to be composed of all past Commanders, the incumbent Commander, the Chapter Adviser(s), the Deputy Regional Commander, the Regional Commander, the Deputy Area Commander and the Area Commander of the Order of the Knights of Rizal having jurisdiction over Arizona, USA. This Council shall be chaired by the most senior Knight amongst its members; should he decline for whatever reason, the next most senior Knight shall serve as Chairman; this process shall
be followed until a willing chair steps up.

2. Function. The Council of Elders may from time to time be consulted by the Board/Council on vital matters affecting the interests and integrity of the Order and AZKOR, INC. In the event of an internal controversy or dispute arising out of or in connection with the administration of the business or affairs of the Corporation or disposition of its assets or issues likely to cause or causing a stalemate and/or deadlock or dissension in the Board/Council, the matter shall be referred to the Council of Elders who shall act as arbitrators and whose decision, reached by a majority of its members within thirty (30) calendar days from the time the issues have been elevated for its consideration, shall be final and executory. This recourse to the Council of Elders shall be made whenever the incumbent Commander, any three (3) Officers/Directors/Trustees or a group of at least ten (10) members in good standing of the Order shall certify the same to the Council of Elders and only after conciliation efforts in accordance with arrangements established by the Supreme Council have failed.


ARTICLE XIII - ORGANIZATIONAL CHART

1. Integrated Chart. The integrated presentation on the relationships of the Council of Elders, the Board of Directors/Trustees (Council) and Corporate Officers as well as the Permanent Committees of this Corporation is shown in Annex “A”.


ARTICLE XIV - CONFLICT OF INTEREST

1. Conflict Defined. A conflict of interest may exist when the interests or activities of any Member, Director/Trustee/Officer, or senior personnel and staff may be seen as competing with the interests or activities of this Corporation; or the Member, Director/Trustee/Officer, Elder, or senior personnel and staff derives a financial or other material gain as a result of a direct or indirect relationship with AZKOR, INC.

2. Disclosure Required. Any possible conflict of interest shall be disclosed to the Board/Council by the person concerned if that person is the Commander or a Director/Trustee, Officer or Elder. This disclosure of conflict of interest shall be made to the Commander or to such person or persons as the latter may designate, if the person is a Member Knight or member of the personnel and staff.

3. Abstinence from Vote. When any conflict of interest is relevant to a matter requiring action by the Board of Directors/Trustees (Chapter Council), the interested person shall call it to the attention of the Board (Council) or its appropriate committee and such person shall not vote on the matter; provided however, that any Director/Trustee/Officer disclosing a possible conflict of interest may be counted in determining the presence of a quorum at a meeting of the Board (Council) or a committee thereof.

4. Absence from Discussion. Unless requested to remain present during the meeting, the person having the conflict of interest shall retire from the room in which the Board/Council or its committee is meeting and shall not participate in the final deliberations or decision regarding the matter under consideration. However, that person shall provide the Board/Council or committee with any and all relevant information.

5. Minutes. The minutes of the meeting of the Board/Council or committee shall reflect that the conflict of interest was disclosed and that the interested person was not present during the final discussion or vote and did not vote. When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a vote of the Board/Council or its committee, excluding the person concerning whose situation the doubt has arisen.

6. Annual Review. A copy of this conflict of interest By-Law shall be furnished each Director/Trustee, Elder, and senior personnel who is presently serving the Corporation or who may hereafter become associated with the Corporation. This policy shall be reviewed annually for the information and guidance of Directors/Trustees/Officers, Elders and personnel. Any new Directors/Trustees/Officers, Elders, and personnel or staff members shall be advised of this policy upon undertaking the duties of their respective offices.


ARTICLE XV – CEREMONIES AND RITUALS

1. What should be observed. The ceremonies to be observed in the initiation of new members, in the elevation, exaltation and conferment to higher degrees and/or awards shall be the rituals prescribed by the Supreme Council.

2. Who Performs Ceremonies. The ceremonies for the admission of new members and the elevation to Knight Officer of Rizal (2nd degree) shall be performed by the Supreme Commander or AZKOR, INC’s Chapter Commander, and the ceremonies for the exaltation to Knight Commander of Rizal (3rd degree) shall be performed by the Supreme Commander of the Order, or by any member of the Supreme Council or by any Knight of Rizal with the rank not lower than the 3rd degree upon authority from the Supreme Commander. The ceremonies for the conferment of the Knight Grand Officer of Rizal (4th degree) and the Knight Grand Cross of Rizal (5th degree) shall be performed by the Supreme Commander and the other officers of the Order.

3. Chapter Ceremonies. The ceremonies for the establishment of chapters shall also be prescribed by the Supreme Council and performed by the Supreme Commander or any member of the Supreme Council, or any Knight of Rizal with the rank not lower than the 3rd degree upon authority from the Supreme Commander; and shall be held at the domicile of the chapter or at some other place that the Supreme Council may designate.


ARTICLE XVI – UNIFORM, INSIGNIA, AWARDS AND DECORATIONS

1. What is authorized. The uniforms, insignias, awards, decorations and titles for all degrees of the Order shall be those prescribed by the Supreme Council.

2. Appropriate Occasions. The uniforms, insignias or medals prescribed by the Supreme Council shall be worn by the members of the Order in all official assemblies, rituals, ceremonies of the Order and other appropriate occasions.


ARTICLE XVII - FISCAL YEAR

1. Fiscal Year. The fiscal year or ‘Rizalian Year’ of AZKOR, INC. shall begin on the first day of January in each year and end on the last day of December of the same year, coinciding with the calendar year.


ARTICLE XVIII - AMENDMENTS

1. Mode of Amendment. These By-Laws or any section thereof, except as specifically provided for herein, may be amended or repealed either in full or in part and may be altered or replaced with new By-Laws---subject to any provision of law applicable to the amendment of By-Laws of Arizona nonprofit corporations, the Articles of Incorporation of this Corporation and these By-Laws---by the affirmative vote of the majority of the Members in good standing present and voting at the time such amendment or repeal is submitted to voting at a regular or a Special General Assembly called for the purpose.


=====================================================================


CERTIFICATION


THESE BY-LAWS have been adopted on the 8th day of February, 2010, in the City of Phoenix, County of Maricopa, State of Arizona, USA, by unanimous affirmative vote of AZKOR, INC. members in good standing present and voting, with proper quorum, at a special general assembly called for the purpose, and have thenceforth been considered as the governing BY-LAWS OF THE ARIZONA KNIGHTS OF RIZAL, INC. [AZKOR, INC.]


BY:

Signature of Pursuivant: (Original Signed)

Printed Name of Pursuivant: VICENTE O. ENCISO

Date of Signature: Febuary 8, 2010


ATTESTED:

Signature of Commander: (Original Signed)

Printed Name of Commander: CONRADO R. BALLECER, JR.

Date of Signature: February 8, 2010


=====================================================================


“Official Seal of AZKOR, INC.”








ANNEX “A”


Organizational Chart of the

ARIZONAL KNIGHTS OF RIZAL, INC. [AZKOR, INC.]


An Arizona Non-Profit Corporation



BOARD OF DIRECTORS AND CORPORATE OFFICERS


The initial Board of Directors/Trustees (Chapter Council) is composed of the following persons, whose Corporate Officers’ positions and addresses are also indicated:

Positions Names Addresses

Commander Conrado R.Ballecer, Jr. 221 W. Conrad Drive, Phoenix, AZ 85023

Deputy Commander Emmanuel Torres 16003 N. 170th Lane, Surprise, AZ 85388

Chancellor Rudy Lim 18425 N. 14thSt., Phoenix, AZ 85022

Pursuivant Vicente O.Enciso 3206 N. 136th Drive, Avondale, AZ 85392

Exchequer Franklin D.Rosales 3416 N. 45th Place, Phoenix, AZ 85018

Archivist Herminio Mendoza 4600 E. Ocotillo Rd., Paradise Valley, AZ 85253

Auditor Bernabe C. Rodriguez 13609 W. Earll Dr., Avondale, AZ 85392

Deputy Pursuivant Urso A. Penalosa 8520 W. Palm Lane, 1031, Phoenix, AZ 85037

Deputy Exchequer Marcelino Catuira 667 E. La Costa Dr., Chandler, AZ 85249


PERMANENT COMMITTEES



Permanent Committees Acronym Chairmen

(Categories & Names)

A. COORDINATION

1. Executive Committee EC Commander

B. ADMINISTRATION

2. Prefectural Tribunal Committee PTC Deputy Commander

3. Finance & Resource Development Committee FRDC Exchequer

4. Legislative and Legal Affairs Committee LLAC To Be Designated (TBD)

5. Public Issues Committee PIC TBD

6. Protocol,Ceremonial and Heraldry Committee PCHC Chancellor

7. Nomination Committee NC TBD

8. Publications and Research Committee PARC Pursuivant

9. Public Relations Committee PRC Chancellor

10. Counterpart Organizations Committee COC TBD

11. June 19th and December 30th Committee JDC TBD

C. OPERATIONS

12. Charity & Social Services Committee CSSC TBD

13. Science & Self-Sufficiency Committee SSSC TBD

14. Education & Scholarships Committee ESC TBD

15. Literary, Rizal Essay & Oratorical

Contests Committee LREOCC TBD