Click here to load reader
Upload
denmark-mennao-rillera
View
215
Download
0
Embed Size (px)
Citation preview
8/12/2019 NNHSAA By-Laws (SEC)
http://slidepdf.com/reader/full/nnhsaa-by-laws-sec 1/6
Naguilian National HS Alumni Association By-Laws | Page 1
BY-LAWS
Naguilian National High School National Alumni Association
PREAMBLE
We, the alumni of the Naguilian National High School, conscious of the necessity to cultivate closer
relationship among ourselves, to help promote the interests and needs of our Alma Mater, and to
engender responsible alumni involvement and participation in school and community affairs, do hereby
organize ourselves and promulgate this By-Laws.
ARTICLE I
NAME AND DOMICILE OF THE ASSOCIATIONSection 1. Name - The organization shall be officially known as the Naguilian National High School
Alumni Association (NNHSAA).
Section 2. Domicile - The Association shall be based at the Naguilian National High School Main Campus,
Imelda, Naguilian, La Union. This will be the principal domicile and office of the Association unless
otherwise so ordained by General Assembly as recommended by the Board of Trustees of the
Association.
ARTICLE II
NATURE AND OBJECTIVES OF THE ASSOCIATION
Section 1. Nature - The Association shall be organized as a non-stock, non-profit organization. It may
undertake revenue-raising activities to fund its projects, provided that no part of its net income shall
inure to the benefit of a private person or entity.
Section 2. Objectives - The Association shall have the following objectives:
a. Cultivate and foster close fellowship among the alumni through gatherings and socio-civic
activities.
b. Establish contact among NNHS alumni for mutual assistance in their personal and professional
development.
c. Organize the members’ collective efforts in assisting their Alma Mater in the fulfillment of its
Vision, Mission and Goals through various programs and projects.
d. To disseminate information pertaining to Alumni Association members as well as affairs of the
School through publication and other means of communication.
e. To coordinate closely with the duly established and accredited chapters of the Association to
achieve common goals and objectives.
ARTICLE III
MEMBERSHIP
Section 1. Qualification for Membership - All graduates of the Naguilian National High School, consisting
of the existing campus established by Republic Act No. 7026, and future campuses which shall be
founded later on, are automatically members of the Association.
Section 2. Honorary Membership - A non-graduate of the Naguilian National High School who has
rendered valuable service to the Naguilian National High School 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 Trustees.
8/12/2019 NNHSAA By-Laws (SEC)
http://slidepdf.com/reader/full/nnhsaa-by-laws-sec 2/6
Naguilian National HS Alumni Association By-Laws | Page 2
ARTICLE IV
RIGHTS AND DUTIES OF MEMBERS
Section 1: Duties and Responsibilities of a Member - A member in good standing is one who:
a. Obeys and complies with the by-laws, rules and regulations that may be promulgated by the
association from time to time;b. Pays membership dues and other fees as may be prescribed by the Board of Trustees;
c. Participates in the Alumni Association activities.
Section 2. Rights of Member - A regular member in good standing shall have the following rights:
a. To be eligible to any elective or appointive office of the Association;
b. To participate and vote in all deliberations/meetings of the Association;
c. To inspect official records, documents and papers pertaining to the acts, transactions or
decisions of the association at reasonable hours during business days;
d. To avail of the properties and facilities of the association according to the rules and regulations
agreed upon for this purpose;
e. To propose amendments and resolutions through the Board of Trustees.
Section 3. Rights of Honorary Members - Honorary members shall be entitled to attend all meetings of
the Association, provided, however, they cannot vote on any issue or for the purpose of electing or
being elected as members of the Board of Trustees or as Officers of the Association.
ARTICLE V
THE GENERAL ASSEMBLY / ANNUAL MEETING OF MEMBERS
Section 1. General Assembly / Annual Meetings - All members of the Association present during the
Annual Alumni Homecoming, which shall be held on December of each year, shall constitute the
General Assembly. The General Assembly shall decide on general policies and issues affecting the
Association and shall elect the members of the Board of Trustees.
Section 2. Special Meetings – Special meeting may be called as the need thereof arises, by the President
or the Board of Trustees, at its own instance or upon petition of at least 1/3 of the general
membership.
Section 3. Notices – Notices of the time and place of annual, and special meetings of the members shall
be given either personally or by special delivery mail, at least two (2) weeks before the date set for
such meeting. The notice of every special meeting shall state briefly the purpose or purposes of the
said meeting. Notice of meeting may be waived verbally by any member attending it.
Section 4. Decisions by the General Assembly - Decisions of the body on any question at the meeting
shall be considered valid upon the simple majority vote (50% + 1) of those present during the
General Assembly.
Section 5. Proxy – Members may vote in person or by proxy in all meetings of members. Proxies shall be
in writing, signed by the member and filed with the Secretary of the Association at least one day
prior to the scheduled meeting. Unless so filed, a proxy shall not be recognized.
ARTICLE VI
TERMINATION OF MEMBERSHIP
Section 1. Termination of Membership – Suspension, expulsion and termination of membership shall be
decided by the Board of Trustees in accordance with the rules and regulations of the Assocaiation.
ARTICLE VII
THE BOARD OF TRUSTEES
Section 1: Board of Trustees - The governing body of the Association shall be its Board of Trustees. The
corporate powers of the association shall be exercised, its business conducted and its property
8/12/2019 NNHSAA By-Laws (SEC)
http://slidepdf.com/reader/full/nnhsaa-by-laws-sec 3/6
Naguilian National HS Alumni Association By-Laws | Page 3
controlled by the Board of Trustees. Without prejudice to such powers as may be granted by laws,
the Board of Trustees shall also have the following powers:
a. To make and change rules and regulations not inconsistent with these by-laws for the
management of the association’s objectives and affairs;
b. To purchase, receive, take or otherwise acquire for and in the name of the association, any and
all properties, rights, or privileges for the association;c. To prosecute, maintain, defend, compromise or abandon any lawsuit in which the association or
its officers are either plaintiffs or defendants in connection with the activities of the association;
d. To delegate, from time to time, any of the powers of the board which may be lawfully delegated
in the course of the operation of the association to any standing or special committee or to any
officer or agent and to appoint any person to be agent of the association with such powers and
upon such terms as may be deemed fit;
e. To administer the affairs of the association in between meetings of the General Assembly;
f. To oversee the activities of the alumni homecoming committee which will be spearheaded by
the 25th year anniversary jubilarian batch supported by 15th, 10th, and 5th year anniversary
jubilarian batches for the coming year.
g. To submit and present to the General Assembly the annual report and financial statement of
the association.
h. To deliberate and act on issues relevant to the alumni and to the NNHS community.
i. To implement these by-laws and to act on any corporate matter not covered by these by-laws,
provided such matter does not require the approval or consent of the members un the
Corporation Code of the Philippines.
Section 2. Qualifications – No member shall be eligible for election to the Board of Trustees unless
he/she is a member of good standing as mentioned in Section 1, Article IV and has not committed
any offense in the succeeding paragraph.
Section 3. Disqualifications – No member convicted by final judgment of an offense punishable by
imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code,
committed within five (5) years prior to the date of his/her election, shall qualify as a trustee of theassociation.
Section 4. Election - The Board of Trustees shall have fifteen (15) members who shall be elected-at-large
by the regular members during a General Assembly called for the purpose and in accordance of the
following:
a. Seven (7) members shall be elected every even year and eight (8) members elected every odd
year.
b. The candidates who will garner the highest votes shall be proclaimed members of the Board of
Trustees and will occupy all remaining vacant seats.
c. A tie must be settled immediately by drawing of lots or tossing of coin.
d.
The Board shall not have more than 2 members belonging to the same batch.e. A Board Member may be elected for a maximum of three (3) consecutive terms.
f. Elections of the members of the Board of Trustees shall be held by secret ballot.
g. Call for nominations for the Board of Trustees will be done at least one month before the
General Assembly, and the deadline for submission of nominations is one (1) week before the
General Assembly.
h. The immediate Past President of the Association shall be an ex-officio member of the Board of
Trustees. As an ex-officio member, he or she will not have voting powers.
Section 5. Term of Office - The members of the Board of Trustees shall serve a term of two (2) years and
until their successors are duly elected and qualified. The members of the Board of Trustees shall
assume office on the first day of the calendar year immediately after his or her election.
Section 6. Vacancies – Vacancies in the board caused by death, resignation or faor any otherreasonexcept by removal or expiration of term may filled by at least a majority of the remaining
trustees, if still constituting a quorum, otherwise said vacancies shall be filled by the members in a
regular or special meeting called for the purpose. The elected trustees shall hold office for the
unexpired portion of the term and until his successor shall have been elected and qualified.
8/12/2019 NNHSAA By-Laws (SEC)
http://slidepdf.com/reader/full/nnhsaa-by-laws-sec 4/6
Naguilian National HS Alumni Association By-Laws | Page 4
ARTICLE VIII
MEETING OF TRUSTEES
Section 1. Meetings – Regular meetings of the Board of Trustees shall be held anywhere in or outside of
the Philippines on a date adopted by the Board. Provided, however, that the Board of Trustees must
meet at least once every three months. Special meetings may be called at anytime, for any purpose
or purposes, by the President or upon request of a majority of the trustees.
Section 2. Notice - The notice of the meetings shall be communicated by the Secretary to each trustee
personally, or by telephone or by written or electronic message at least one (1) day prior to the
scheduled meeting. It shall indicate the date, time and place of the meeting. A trustee may waive
this requirement, either expressly or impliedly.
Section 3. Quorum – A majority of the number of trustees as fixed in the articles of incorporation shall
constitute a quorum for the transaction of corporate business and every decision of at least a
majority of the trustees present at a meeting at which there is a quorum shall be valid as a
corporate act, except for the election of officers which shall require the vote of a majority of all the
members of the Board.
Section 4. Conduct of the Meeting – Meetings shall be presided over by the President or in his absence,
by any other trustee chosen by the Board. The Secretary shall act as secretary of every meeting, if
not present, the President shall appoint a secretary for the meeting. The trustees cannot attend or
vote by proxy at board meetings.
Section 5. Absences - Any member of the Board, after incurring three (3) consecutive absences in the
meetings called by the Board without justifiable cause(s), shall be notified by the President and/or
Secretary of the Association to explain in writing the reason(s) for his/her absences.
Section 6. Removal from the Board - Any member of the Board may be subjected to a confidence vote
for non-performance of duties, functions and responsibilities entrusted to him/her by the
Association which shall result to the removal of said member from the Board.
ARTICLE IX
OFFICERS
Section 1. Officers – Immediately after election, the Board of Trustees shall formally organize by the
election of the President and Vice-President, both of whom must be trustees, a Secretary, who must
be a citizen and resident of the Philippines, a Treasurer, who may or may not be a trustee, and an
Auditor, who must not be a trustee.
The Board may appoint other officers in addition to the abovementioned officers. Any two (2) or
more positions may be held concurrently by the same person, except that no one shall act as
President and Treasurer of Secretary at the same time.Section 2. Term of Office - All officers shall hold office for a term of one (1) year and until their
successors shall have been duly elected and qualified.
Section 3. Vacancies – All vacancies in the position of the officers shall be filled up by a majority of vote
of the Board of Trustees. The elected successor shall hold office for the unexpired term.
ARTICLE X
DUTIES AND FUNCTIONS OF THE OFFICERS
Section 1. The President 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 Trustees;
b. Implement the administrative and operational policies of the Association as resolved by the
Board of Trustees;
c. Represent the Association in official functions participated in by the Association and be its
official spokesman;
d. Sign all contracts and agreements which the Association enters into;
8/12/2019 NNHSAA By-Laws (SEC)
http://slidepdf.com/reader/full/nnhsaa-by-laws-sec 5/6
Naguilian National HS Alumni Association By-Laws | Page 5
e. Oversee the preparation of the budget and the statement of accounts of the Association;
f. Have the power to call and preside over all the meetings of the Board of Trustees and the
General Assembly;
g. Delegate such powers to any member of the Board of Trustees whenever necessary;
h. Perform such other duties as may be directed by the Board of Trustees.
Section 2. The Vice-President shall have the following functions and duties:
a. Perform, if qualified, the duties of the President in case of the latter’s absence, temporary
incapacity, resignation or death.
b. Perform such other duties and functions that the President or the Board may prescribe from
time to time.
Section 3. The Secretary shall have the following functions and duties:
a. Make and keep a record of the minutes and resolutions of all meetings of the Board of Trustees,
and the General Assembly and maintain corporate books in such form and manner required by
law;
a. Maintain a membership book and records of the Association and affixthe corporate seal to
official documents requiring the same;b. Be the custodian of all records of the Association.
c. Give or send notices of the association required by law and these by-laws;
d. Determine the existence of a quorum in any meeting of the members and the Board of Trustees;
e. Assist the President in the preparation of requirements of the regulatory bodies.
f. Perform such other duties and functions as the President 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. Keep full and accurate accounts of the funds, receipts and disbursements in the books of the
association;b. Deposit in the name and to the credit of the association, in such banks as may be designated by
the Board of Trustees, all the funds, money, securities and valuable effects of the association;
c. Collect all dues, regular or special, and all donations to the Association and shall disburse funds
in accordance with the By-Laws.
d. Prepare and submit an Annual Financial Report to the Board of Trustees and General Assembly,
as well as, proper government agencies;
e. Perform such other duties and functions as the President or the Board may assign to him/her.
To protect the funds of the association, the Treasurer must be bonded in such amount as may be
determined by the Board of Trustees.
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. Audit the financial records kept by the Treasurer;
b. Conduct an audit of the book of accounts and properties of the Association;
c. Prepare the annual Balance Sheet and Profit and Loss Statements. He shall submit his/her Audit
Report in time for the annual General Assembly.
ARTICLE XI
FUND
Section 1. Funds – The funds of the association shall be derived from membership fees, annual dues,
gifts, or donations from the public.
Section 2. Disbursements – Withdrawal from the funds of the association, whether by check or any
other instrument shall be signed by the Treasurer and countersigned by the President. The Board of
Trustees may designate other signatories, if necessary.
8/12/2019 NNHSAA By-Laws (SEC)
http://slidepdf.com/reader/full/nnhsaa-by-laws-sec 6/6
Naguilian National HS Alumni Association By-Laws | Page 6
Section 3. Fiscal Year – The fiscal year of the association shall be from January 1 st to December 31st of
each year.
ARTICLE XII
SEAL
Section 1. Corporate Seal – The corporate seal which shall represent the ideals and objectives of the
association shall be designed and approved by the Board of Trustees.
ARTICLE XIII
TRANSITORY PROVISIONS
Section 1. The current officers of the NNHSAA will serve as the interim Board of Trustees immediately
after the ratification of these by-laws.
Section 2. The interim Board of Trustees as mentioned in Section 1 hereof will continue to serve until
the members of the Board of Trustees under the effectivity of this by-laws are elected.
Section 4. The fifteen (15) Board of Trustees will be elected at large during the election subsequent to
the efectivity of these by-laws. The terms of the said Board of Trustees elected shall be as follows:
the top eight (8) shall serve for a period of two (2) years and the bottom seven (7) shall serve for a
period of one (1) year. Succeeding elections will follow Article VIII, Section 4 (a).
ARTICLE XIV
AMENDMENTS
Section 1. Amendments - The Board of Trustees, by majority vote thereof, and a majority vote of
members present in the Annual Meeting of the General Assembly, at a regular or special meetingduly called for the purpose, may amend or repeal these By-Laws or adopt a new By-Law.
IN WITNESS WHEREOF, we, the undersigned incorporators/members representing a majority of the
members of the association have adopted the foregoing by-laws and hereunto affixed or signatures this
18th day of November 2013 in Naguilian, La Union, Philippines.