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 ASSOCIATION

Section 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.

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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.

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 28 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

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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 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.

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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 the association.

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. The Board shall not have more than 2 members belonging to the same batch.b. A Board Member may be elected for a maximum of three (3) consecutive terms. c. Elections of the members of the Board of Trustees shall be held by secret ballot. d. A tie must be settled immediately by drawing of lots or tossing of coin.e. 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.

f. 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 other reasonexcept 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.

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.

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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 two (2) years 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;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:

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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

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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.

Section 3. Fiscal Year – The fiscal year of the association shall be from January 1st 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.

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 meeting duly called for the purpose, may amend or repeal these By-Laws or adopt a new By-Law.

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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 21st day of November 2013 in Naguilian, La Union, Philippines.

DENMARK M. RILLERA NEIL M. FLORESCA JOEY B. RIMORIN

TIN- 270-015-709 TIN- 939-206-047 TIN – 273-248-779

JO ANNE E. KINIADO JEROLD P. BAMBICO NASSER A. DUGASAN

TIN – 939-157-883 TIN – 400-030-527 TIN – 302-357-808

MARY GRACE L. GALAY MARY JOYCE ANN IGLESIA NELLIE U. PANELO

TIN – 258-448-374 TIN – 432-454-174 TIN – 286-956-919

BRYAN R. CAÑAVERAL ROSAURO C. PALCO RUBEN E. MARIÑAS

TIN – 281-571-139 TIN – 930-915-670 TIN – 258-119-576

EDISON A. CALICA CHERISH M. RILLERA RECHEL T. TORCEDO

TIN – 431-697-279 TIN – 414-555-665 TIN – 404-822-734

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