TOR
TOR
TOR
VICE PRESIDENT
Vice Presidents shall be Regular Members in good standing elected to serve as full
voting members of the Board of Directors.
The duties and responsibilities of the Vice Presidents shall include:
1. Provide advice and direction to committees/task forces so they can achieve the
Association’s goals and fulfill the Association’s mission.
2. Facilitate effective communication between the Board of Directors, Management
Firm and Committees/Task Force.
3. Participating as a member of the Board of Directors attending Board of Director
(BOD) meetings and special meetings as scheduled, both onsite (1-2 per year)
and via teleconferencing.
4. Representing the general membership on issues of interest or concern,
particularly those that arise outside of the standing committee structure.
5. Representing the board to the membership.
===========================================================
1
PHILIPPINE SCIENCE HIGH SCHOOL NATIONAL ALUMNI ASSOCIATION
CONSTITUTION and BY-LAWS
PREAMBLE
We, the alumni of the Philippine Science High School, recognizing the strategic
role that this institution plays in the cultivation of
gifted young minds and realizing the special responsibility we hold in assisting
our Alma Mater in the fulfillment of her mission, do
hereby constitute the Philippine Science High School National Alumni Association
and adopt the following rules for our guidance
and government.
ARTICLE I
NAME OF THE ASSOCIATION
Section 1. The organization shall be officially known as the PHILIPPINE SCIENCE
HIGH SCHOOL NATIONAL ALUMNI
ASSOCIATION.
Section 2. The association is a non-stock and non-profit organization. It may
engage in fund-generating activities to
finance its projects and activities in pursuit of its objectives.
Section 3. The official logo of the Association shall have the following
specifications: It shall contain the words PSHS
ALUMNI ASSOCIATION 1983. The abbreviation PSHS, which is in all caps and in
Interstate Black font, comes
in dark blue color. The word ALUMNI, which is in lower case and in Interstate Bold
font, come in bright red
color. The word ALUMNI is placed below PSHS and is 3 times bigger in font size than
PSHS. The letter I in the
word ALUMNI is longer to symbolize a torch carrying the PSHS flame. The PSHS
flame’s layers are alternately
colored yellow and red. The word ASSOCIATION and number 1983, which come in black
color and in Interstate
Bold font, are 3 times smaller in font size than PSHS and is placed below the word
ALUMNI. The number 1983
refers to the year the association was founded.
ARTICLE II
OBJECTIVES OF THE ASSOCIATION
Section 1. Establish contact among PSHS alumni for mutual assistance in their
personal and professional development.
Section 2. Organize the members’ collective efforts in assisting their Alma Mater
in the fulfillment of its academic mission
as a world-class institution for secondary education.
Section 3. Cultivate and foster close fellowship among the alumni through
gatherings and socio-civic activities.
2
Section 4. Provide a forum whereby the various disciplines could be integrated
meaningfully with the larger Filipino
society, and upon which concrete and viable action can be based.
Section 5. Encourage the formation of professional, regional, geographical
organizations of PSHS alumni.
ARTICLE III
MEMBERSHIP
Section 1. All graduates of the Philippine Science High School System, consisting
of the existing campuses mentioned in
Republic Act (“R.A.”) No. 8496, as amended by R.A. No. 9036, and future campuses
which shall be established
under said laws, are automatically members of the Association.
Section 2. A non-graduate of the Philippine Science High School System who has
rendered valuable service to the
Philippine Science High School System and/or the association may be nominated as an
honorary member by
any regular member in good standing of the Association and may be elected as such
by a majority vote of the
Board of Directors.
ARTICLE IV
RIGHTS AND DUTIES OF MEMBERS
Section 1: A member in good standing is one who:
a. Pays membership dues and other fees prescribed by the Board of Directors;
b. Participates in Association activities.
Section 2. A member in good standing shall have the following rights:
a. Can vote and can be elected into office;
b. Can request access to official records, documents and papers pertaining to the
acts, transactions or
decisions of the Association unless otherwise specified;
c. Can use the properties and facilities of the Association according to the rules
and regulations agreed upon
for this purpose;
d. Can propose amendments and resolutions through the Board of Directors.
ARTICLE V
THE GENERAL ASSEMBLY
Section 1. All members of the Association present during the annual alumni
homecoming shall constitute the General
Assembly.
Section 2. The General Assembly shall decide on general policies and issues
affecting the Association and shall elect the
members of the Board of Directors.
3
Section 3. Decisions of the body shall be considered valid upon the simple majority
vote (50% + 1) of those present during
the General Assembly.
ARTICLE VI
THE BOARD OF DIRECTORS
Section 1: The Governing Body of the Association shall be its Board of Directors.
Section 2: The Board of Directors shall have fifteen (15) members composed of the
following.
a. Fifteen (15) members elected-at-large during the General Assembly. Eight (8)
members elected every odd
year and seven (7) members elected every even year.
b. The immediate Past Chairman of the Association shall be an ex-officio member of
the Association. As an
ex-officio member, he or she will not have voting powers.
c. A Board Member may be elected for a maximum of 3 consecutive terms.
Section 3. The members of the Board of Directors shall serve a term of two (2)
years. The members of the Board of
Directors shall assume office on the first day of the calendar year immediately
after his or her election.
Section 4. The Board of Directors shall:
a. Have the power and function to formulate policies pertaining to the Association.
b. Administer the affairs of the Association in between meetings of the General
Assembly.
c. Create or dissolve committees as it deems necessary in the performance of its
duties.
d. Oversee the activities of the alumni homecoming committee. The alumni homecoming
committee will be
spearheaded by the silver (25 years) jubilarian batch supported by four (4)
immediate jubilarian batches for
the coming year.
e. Submit to the General Assembly the annual report and financial statement of the
Association.
f. Deliberate and act on proposals presented by the different committees.
g. Deliberate and act on issues relevant to the alumni and to the PSHS community.
h. Champion the interests of all regional campuses.
Section 5. The Board of Directors must meet at least once every three months.
Section 6. A simple majority of the members of the Board of Directors shall
constitute a quorum. Decisions of the Board
shall be considered valid when voted by a simple majority of those present,
provided a quorum is in attendance.
ARTICLE VII
OFFICERS
Section 1. The Association shall have the following officers who shall be elected
by the Board of Directors from among
themselves: Chairman, Vice-Chairman, Executive Secretary, Assistant Secretary,
Treasurer, Assistant
Treasurer, Auditor, and Public Relations Officer, who shall perform the duties and
responsibilities of their
respective positions.
4
Section 2. No person shall have the right to vote and be eligible to any of the
aforementioned positions unless he is a
member of the Association in good standing.
Section 3. All officers shall hold office for a term of one (1) year and until
their successors shall have been duly elected.
ARTICLE VIII
DUTIES AND RESPONSIBLITIES OF THE OFFICERS
Section 1. The Chairman shall have the following functions and duties:
a. Be the Executive Officer of the Association, and as such shall have active
executive management of the
operations of the Association subject, however, to the control of the Board of
Directors.
b. Represent the Association in official functions participated in by the
Association and be its official
spokesman. He shall represent the Association in the Board of Trustees of the
Philippines Science High
School System as provided under Section 8 of R.A. No. 8496, as amended by R.A. No.
9036.
c. Have the power to call and preside over all the meetings of the Board of
Directors and the General
Assembly.
d. Sign contracts and agreements which the Association enters into.
e. Delegate such powers to any member of the Board of Directors whenever necessary.
f. Prepare and submit to the Board an annual Report of the Association for
approval.
Section 2. The Vice-Chairman shall have the following functions and duties:
a. Perform the duties of the Chairman in case of the latter’s absence, temporary
incapacity, resignation or
death.
b. Perform such other duties and functions that the Chairman or the Board may
assign to him.
Section 3. The Executive Secretary shall have the following functions and duties:
a. Make and keep a record of the proceedings of all meeting of the Executive
Committee, the Board of
Directors, and the General Assembly.
b. Maintain a membership directory of the Association.
c. Be the custodian of all records of the Association.
d. Assist the Chairman in the preparation of requirements of the regulatory bodies.
e. Perform such other duties and functions as the Chairman or the Board may assign
to him/her.
Section 4. The Assistant Secretary shall act as the Secretary whenever the
Secretary is absent or incapacitated.
Section 5. The Treasurer shall have the following functions and duties:
a. Collect all dues, regular or special, and all donations to the Association and
shall disburse funds in
accordance with the By-Laws.
b. Prepare and submit an Annual Financial Report to the Board.
c. Perform such other duties and functions as the Chairman or the Board may assign
to him/her.
Section 6. The Assistant Treasurer shall act as the Treasurer whenever the
Treasurer is absent or incapacitated.
Section 7. The Auditor shall have the following functions and duties:
a. Audits the financial records kept by the Treasurer.
b. Conducts an audit of the book of accounts and properties of the Association.
5
c. Perform such other duties and functions as the Chairman or the Board may assign
to him/her.
Section 8. The Public Relations Officer (P.R.O.) shall have the following functions
and duties:
a. Assist in preparing statements and articles on activities and projects of the
Association.
b. Perform such other duties and functions as the Chairman or the Board may assign
to him/her.
Section 9. Any vacant post during the term of office shall be filled up by a member
of the Board of Directors and shall
serve the remaining term of the post vacated.
ARTICLE IX
NOMINATION AND ELECTION
Section 1. Only Association members in good standing are eligible for election to
the Board of Directors.
Section 2. Elections of the members of the Board of Directors shall be held by
secret ballot and other alternative methods
such as internet voting.
Section 3. Call for nominations for the Board of Directors will be done at least
one month before the General Assembly,
and the deadline for submission of nominations is 1 week before the General
Assembly.
Section 4. Candidates’ profiles will be disseminated at least 1 week before the
General Assembly.
Section 5. The candidates who will garner the highest votes, regardless of batch,
shall be proclaimed members of the
Board of Directors and will occupy all remaining vacant seats.
Section 4. In case of a tie for the remaining seats, incoming members of the Board
of Directors will elect who, from among
the tied candidates, will become member/s of the Board.
ARTICLE X
MEETINGS
Section 1. Regular meetings of the General Assembly shall be held during the annual
PSHS Alumni Homecoming.
Section 2. A special meeting, upon the request of at least ten (10) members in good
standing, shall be convened to act on
priority matters. Notice of the special meeting shall be given to all members at
least seven (7) calendar days
prior to the meeting.
Section 3. Committee meetings shall be called by the respective chairperson
whenever deemed necessary.
ARTICLE XI
AMENDMENTS
6
Any amendment to or revision of this Constitution shall be valid when ratified by a
majority vote of the members present in the
Annual Meeting of the General Assembly.
ARTICLE XII
TRANSITORY PROVISIONS
Section 1. The Board of Directors of both the current PSHS NAA and PSHS AA will
form a joint interim Board of Directors
beginning Sept 7, 2008 after ratification of the constitution.
Section 2. The joint Board of Directors will decide among themselves the new
officers of this Interim Board of Directors.
Section 3. The current Board of Directors of the PSHS AA and Board of Trustees of
the PSHS NAA will complete their
terms of office. All PSHS AA Board of Directors term ends December 31, 2009, while
the PSHS NAA term
ends April 3, 2009.
Section 4. There will be no election for Board of Directors in the 2008 General
Assembly.
Section 5. The terms of the Board of Directors elected during the 2009 General
Assembly shall be as follows: the top eight
(8) shall serve for a period of two (2) years (2010-2011) and the bottom seven (7)
shall serve for a period of one
(1) year (2010).
Section 6. The terms of the Board of Directors elected beginning the 2010 General
Assembly and onwards will follow
Article VI, Section 2 (a).
An Excerpt from Batas Pambansa Blg. 68 otherwise known as
“The Corporation of the Philippines”
Sec. 48. Amendments to by-laws.
The board of directors or trustees, by a majority vote thereof, and the owners of
at least a majority of the outstanding capital stock,
or at least a majority of the members of a non-stock corporation, at a regular or
special meeting duly called for the purpose, may
amend or repeal any by-laws or adopt new by-laws. The owners of two-thirds (2/3) of
the outstanding capital stock or two-thirds
(2/3) of the members in a non-stock corporation may delegate to the board of
directors or trustees the power to amend or repeal any
by-laws or adopt new by-laws: Provided, That any power delegated to the board of
directors or trustees to amend or repeal any bylaws or adopt new by-laws shall be
considered as revoked whenever stockholders owning or representing a majority of
the
outstanding capital stock or a majority of the members in non-stock corporations,
shall so vote at a regular or special meeting.
Whenever any amendment or new by-laws are adopted, such amendment or new by-laws
shall be attached to the original by-laws
in the office of the corporation, and a copy thereof, duly certified under oath by
the corporate secretary and a majority of the
directors or trustees, shall be filed with the Securities and Exchange Commission
the same to be attached to the original articles of
incorporation and original by-laws.
The amended or new by-laws shall only be effective upon the issuance by the
Securities and Exchange Commission of a
certification that the same are not inconsistent with this Code. (22a and 23a)
------------X--------X---------X---------X-----------
=============================================================