Article 4. Board of Directors

ARTICLE IV. BOARD OF DIRECTORS

 

SECTION  l. COMPOSITION OF THE BOARD

                 The governing body of the Association shall be composed of an Executive Board consisting of NINE (9)  DIRECTORS, all of whom shall be directly elected by the general members, including an ex-officio, the immediate past president. They shall hold office for one year after their induction into office.  It shall determine policies and take such actions as it considers necessary to carry out the objectives of the Association.

 

SECTION 2. POWERS OF THE BOARD

                The Executive Board of the Association shall have the powers, prerogatives and responsibilities inherent in their positions. The powers and duties are as follows:

 a.        It shall define the policies and regulate the activities of the Association.

b.       It shall exercise the corporate powers of the Association in carrying out the business affairs of the Association.

c.        It shall approve the admission of new members as recommended by membership committee.

d.       It shall create such committees as may be necessary to carry out the functions of the Association.

 

SECTION 3. OFFICERS

                 The Executive Board shall elect from among themselves the Officers of the Association, namely: president, a vice-president, an executive secretary, a treasurer, an auditor, and a public relations officer.

 

SECTION 4. DUTIES OF OFFICERS         

 a.        President, shall be the chief executive of the Association and shall preside at all meetings of the Board. From his assumption of office and for the duration of his term, the President shall disassociate himself from any and all activities that may in one way or another restrict or hamper the effective exercise of his powers and performance of his functions and duties. At the Annual Business Meeting, he shall report to the general membership on the general state of the Association.

 b.       Vice-President, if qualified, shall exercise the powers and perform the functions and duties of the President during the absence or inability of the latter to seat; he shall perform such other functions and duties as are assigned to him by the President and by the Board.

 c.        Secretary, who must be a citizen and resident of the Philippine, shall attend all meetings of the Board and keep a record of all the proceedings thereof; prepare and maintain a register of all committees of their election or appointment; cause to be prepared the necessary official ballots for the election of the Board and perform such other duties as are assigned to him by these By-laws, by the President, and by the Board.

 d.       Treasurer, who must be bonded in an amount to be fixed by the Board, shall collect, receive, record and disburse all funds of the Association. However, no disbursement shall be made except over his signature, countersigned by the President or in the absence or inability of the latter, by the Vice-President, or in the absence or inability of both, by the Trustee so designated to act in their stead. He shall render reports of receipts and disbursements as required by the Board; assist in the preparation of the annual budget; and perform such other duties as are assigned to him by these By-laws, by the President, and by the Board. He shall furnish a surety bond at the expense of the Association in such amount as may be required by the Board. The Treasurer shall make an Annual Report to the Board of Directors and to the members of the Association regarding the financial conditions of the Association and such other reports that the Board of Directors may require of him.

 e.        Auditor, shall audit and examine the receipts of all finances and disbursements of funds of the Association, and shall see to it that the disbursements are properly carried out in accordance with these By-laws, the resolutions of the Board of Directors and the members of the Association.

 f.         Public Relation Officer, shall take charge of all the preparation and publication of press  releases of the Association and such other related activities as may be requested by the President or the Board of Directors to enhance the prestige and growth of the Association.

 

SECTION 5. EX OFFICIO

The immediate past president shall serve as ex-officio member of the Executive Board without any voting power.

 

SECTION 6. COUNCIL OF ELDERS

A Council of Elders shall serve as an advisory body to the Executive Board.  It shall be composed of past presidents willing to serve as consultants and chosen by the President with the approval of the Board.  Their term  shall be co-terminus with the current officers and Board.  Since they serve at the pleasure of the President, they have no voting rights.

 

SECTION 7. TERM OF OFFICE

The Board of Directors shall have a term of one (1) year until their successors shall have been elected  and have assumed office.  Election shall be subject to a maximum of three (3) years in continuous succession. (Amended 29 January 2010)

 

SECTION 8. COMPENSATION

                 No member of the Executive Board shall receive any stated salary or honorariurn for his services.  Furthermore, no member of the Executive Board shall be exempted from payment of membership fee, whether individual or institutional. (Amended 29 January 2010)

 

SECTION 9. REMOVAL

                 A Director may be removed for a cause by two-thirds vote of the entire voting members. The cause may be determined and proposed by two-thirds vote  of the Board, or by at least twenty- five voting members of the Association .

 

SECTION 10. VACANCIES

                 Whenever by reason of death, incapacity, resignation or removal , a vacancy occurs in the membership of the Board of Directors, the same shall be filled by the members in a regular or special meeting called for that purpose. A director so elected to fill a vacancy shall be elected only for the unexpired term of his predecessor in office.