Proposed Amendments to the AUP Corp By-Laws

Dear Friends:

Attached herewith are 3 documents. I am hoping that their dissemination in Cyberlink and FANDiscussion will further increase the awareness of alumni of AUP around the globe to the obsolescence of the AUP By-Laws; furthermore, that the NPUM Corporation and AUP Board of Trustees will see the need and thereby amend them.

Yours as a deeply concerned AUP alumnus,

Onie

[Honesto C. Pascual]

Cc: absroque@yahoo.com, aupprexy@yahoo.com

My Historical Perspective on the AUP Articles of Incorporation and By-Laws
[by Honesto C. Pascual]


For almost a decade now, I have been trying to lobby for amendments to the AUP By-Laws [BL]. I started doing so when I was president of AWESNA. I started by talking with erstwhile North Philippine Union Mission [NPUM] president and AUP Board of Trustees [BOT] chairman, Daniel Villoso, and written communication with AUP president Gerry Ellacer. The list I discussed with them included BOT representation from the alumni in North America. Eventually, that came to fruition when a seat in the BOT was granted. And I was able to attend the annual meeting of the BOT in 2000 and 2001. It is unfortunate that at the time of the Dayson/Barayuga fiasco, that seat was rescinded. [This was not the first time alumni from North America were represented in the BOT. During his term as president of WESNAC, Ely Bautista represented us. For reasons we are not clear of, that seat was rescinded sometime before Nonong Tulio took office.]

One of the issues we raised was the election of AUP president. We lobbied for utilizing a search committee [SC] in that process. The suggestion was heeded to. Towards the end of Gerry Ellacer’s term, A SC was formed. Upon AWESNA’s recommendation, Miriam Tumangday was appointed chair of the SC and we were represented in that committee by Ban Alsaybar. They met and interviewed potential candidates and sent a list of three to the BOT. Nilo Barayuga was elected after two successive days of meetings of the BOT. [I was in those meetings.]

During the terms of Nestor Dayson [ND] as NPUM president and Nilo Barayuga [NB] as AUP president, I continued to lobby for amendments. I gave them a list of the provisions in the BL that, in my opinion, needed to be amended. Before anything could be done, the fiasco ensued: NB was removed from office. Robin Saban [RS] was elected by the BOT in his place. [The fiasco has really not been legally resolved. To my knowledge, litigation is still in progress.]

It is of historical interest to note that for decades prior to the fiasco, the BOT did not adhere to the provisions of the BL when PUC and AUP presidents were elected. The BL require election of AUP president from within the BOT membership of fifteen. They further require a presidential term of two years.

Contrary to those provisions, past presidents from Alfonso Roda to Gerry Ellacer were not members of the BOT at the time of their election. I verified this from Lydia Roda, Armando Fabella, Reuben Rafanan, and Gerry Ellacer. [I could not verify about Samuel Ladion.] These presidents were elected to a term of five years which was congruous with General Conference denominational policy.

As a result of the ND/NB fiasco, provisions of the BL were adhered to, rightfully and legally so: the next AUP president, RS, was elected from within the membership of the BOT to a term of two years. ND was not reelected NPUM president when his term ended.

Toward the end of Uly Carbajal’s term as AWESNA president, the Board of Officers empowered me to draft proposed amendments to the BL. When I realized that merely providing a list of provisions to be amended did not suffice, I finally spent time over two weekends to actually write the proposed amendments.

On September 2, 2007, following the AWESNA convention in Palm Springs, I met with AUP president RS. We discussed the proposed amendments. I gave him a copy of the document along with the corresponding rationale for each proposed amendment.

At the AWESNA Board of Officers meeting subsequent to that, I discussed the same proposed amendments with them and their respective rationales. They agreed to continue lobbying for the amendments. So when Abner Roque, the new NPUM president and chairman of the BOT was in Southern California in November 2007, I met with him to discuss the proposed amendments. [AWESNA president Jun Miguel was unable to be in that meeting because he was out of the country on vacation.]

Both RS and AR agreed that the proposed amendments were in order. Both gave their assurances that the documents will be presented to the appropriate committee of the BOT to study them and present their recommendations. To date, those proposed amendments and their corresponding rationales are still in limbo.

However, in an email communication from the BOT chairman dated May 29, 2008, he stated that the documents are “still in the hands of the constitution and Bylaws committee for final endorsement to the Constituency for ratification.” Incidentally, if expansion of BOT membership is ratified, Seventh Article, Section 1 of the Articles of Incorporation must also be amended to reflect that expanded number. This has been communicated to him along with the comment that the members of the Corporation [Ex-officio members of the NPUM Executive Committee plus no more than 10 other officials of the SDA denomination], not the Constituency, are the ones empowered by the BL to amend, repeal, or alter the BL.

The proposed amendments are not an end in themselves. I am certain that upon scrutiny of the BL, other amendments may be in order.

Attached herewith are the proposed amendments and their corresponding rationales. Items to be changed are closed in [parenthesis and underlined]. Proposed amendments are in bold italics.

Proposed Amendments
by Honesto C. Pascual

AMENDED BY-LAWS
OF THE
ADVENTIST UNIVERSITY OF THE PHILIPPINES
OF SEVENTH-DAY ADVENTISTS, INC.
[FORMERLY PHILIPPINE UNION COLLEGE OF SEVENTH-DAY ADVENTISTS]


ARTICLE I
BOARD OF TRUSTEES

SECTION 1. 1. Composition At the first meeting of the members of the [c]Corporation, and thereafter every [two] five years, a Board of Trustees, from hereon called the Board, shall be elected. It shall be composed of [fifteen] twenty-one members in good and regular standing in the Seventh-day Adventist denomination, each of whom shall hold [his] their office for a term of [two] five years, or until their successor has been elected and qualified. Of those twenty-one members, the following shall be included: president, executive secretary, treasurer, and educational director of North Philippine Union Mission [or Conference]; president, vice-presidents [or their equivalents] for academic affairs, financial affairs, student affairs, faculty representative, and president of the student government of Adventist University of the Philippines; the presidents of the University’s alumni associations in the Philippines, Western and Eastern North America or their designees; and three non-denominationally employed persons.

SECTION 1.2. Resignation or Removal of Trustees
Trustees may resign from office for any reason or may be removed from office for any of the following causes:
1.2.a. If a trustee ceases at any time to be a member in good and regular standing in the Seventh-day Adventist denomination, [he] the same shall thereby cease to be a trustee.
1.2.b. Conviction of a crime
1.2.c. Diagnosis of mental or physical incapacity
1.2.d. Three unexcused absences from meetings
1.2.e. Breach of duty of the Constitution and By-laws

SECTION 2. Powers
The Board [of Trustees] shall govern and manage the affairs and business of the [c]Corporation and shall exercise general control over its property. It shall also have power to appoint the officers and employees of the [c]Corporation, to fix their compensation, and to suspend or remove them for cause as the interests of the [c]Corporation may require.
The Board shall also operate the affairs, business and property of the [c]Corporation in harmony with such policy as may be outlined by the members of the [c] Corporation.

SECTION 3. The Board shall have a complete inventory taken annually of the properties and assets of the [c]Corporation.

SECTION 4. The Board shall have its books audited annually, and shall also submit to the Executive Committee annually financial reports of its receipts and disbursements, assets and liabilities, losses and gains, and a complete operating budget for the ensuing year for approval.

SECTION 5. Vacancies
Vacancies in the Board [of Trustees] caused by death, disqualification, resignation, or removal, or otherwise shall be filled by the affirmative vote of a majority of the remaining members thereof, and the member so elected shall hold office for the unexpired portion of the member whose place is left vacant.

ARTICLE II
MEETINGS OF THE BOARD OF TRUSTEES

SECTION 1. Regular Meetings
Regular meetings of the Board [of Trustees] shall be held [once] twice a year [,without notice] at the principal office of the corporation in Puting Kahoy, Silang, Cavite, Philippines [Islands] , or at such other place or places as the Board by resolution may from time to time determine [, on the third Tuesday of each month at 2:00 p.m.]

SECTION 2. Special Meetings
Special meetings of the Board may be held at any time, by order of the Chair[man] or Vice-Chair[man], and shall be held upon the written request to the Chair[man] or the Vice-Chair[man] of any two members of the Board at the time in office.

SECTION 3. Notice of [Special] Meetings
The secretary shall [cause to be mailed or telegraphed] send notice of regular and special meetings by mail or any means of electronic communication to each member of the Board, at [his] their last known address, or at such address as each such member may have given to [him] them for that purpose, a notice stating the time and place and agenda of such [special] meeting. Such notice shall be sent no less than sixty days before the date of the meeting. [; nevertheless any member may waive notice of any meeting of the Board, and, at any meeting at which every member in office shall be present, though held without notice; any business may be transacted.]
The business transacted at any [special] meeting of the Board [of Trustees] shall be confined to that stated in the notice thereof, except by unanimous consent of all the members of the Board present in the meeting.

SECTION 4. Quorum
A majority of the members of the Board [of Trustees] shall constitute a quorum at any regular or special meeting for the transaction of any business, except to adjourn, and no notice of any adjourned meeting shall be required.
Except as otherwise provided by the laws of the Philippines [Islands], the affirmative vote of a majority of the trustees, present at any meeting, at which there shall be a quorum, shall be necessary to, and sufficient for, the adoption of any resolution.

ARTICLE III
EXECUTIVE COMMITTEE

SECTION 1. Composition There shall be an Executive Committee to consist of [eleven] fifteen members of the Board [of Trustees] as said Board [may] shall designate, who shall exercise such powers between the meetings of the Board [of Trustees] as said Board may from time to time lawfully delegate to it.

SECTION 2. Quorum
At any meeting of the Executive Committee, [five] eleven members shall constitute a quorum for the transaction of any business.
Except as otherwise provided by the laws of the Philippines, the affirmative vote of a majority of the members, present at any meeting, at which there shall be a quorum, shall be necessary to, and sufficient for, the adoption of any resolution.
ARTICLE IV
OFFICERS

SECTION 1. Election of Officers
SECTION 1.1 Board
The President of the North Philippine Union Mission [or Conference] shall be the Chair of the Board. At their organization meeting, the members of the Board [of Trustees] shall elect from among themselves [a Chairman,] a Vice-Chair[man], [, a President,] a Secretary, a Business Manager, and a Treasurer. [The same persons may hold and perform the duties of more than once [sic] office, provided they are not incompatible with each other.]

SECTION 1.2 University
The Board shall elect the President and Vice-Presidents [or their equivalent] for academic affairs, financial affairs, and student affairs of the University from a list of candidates recommended by a Search Committee whose functions shall be to search, interview, and evaluate qualified candidates for the said offices. Candidates do not have to be members of the Board.
The Search Committee shall be composed of seven members and shall be appointed by the Board and have at least one calendar year to perform its function. Among its members, representatives from the University’s alumni associations in the Philippines, Western, and Eastern North America shall be included. It shall cease to function after their recommendations have been submitted to and voted by the Board.

SECTION 1.3 Term of Office
The term of office for officers of the Board and the University shall be five years.

SECTION 1.4 Term Limit
There shall be no term limit for officers of the Board and the University.


SECTION 1.4 Resignation or Removal of University Officers
Resignation or removal of University officers shall be for the same reasons as those of members of the Board as provided in these By-laws, Article I, Section 1.2, and subsections 1.2.a to 1.2.e inclusive.

SECTION 2. The Chair[man]
The Chair[man] shall preside at all meetings of the Board [of Trustees], and of the members of the [c]Corporation.

SECTION 3. The Vice-Chair[man]
The Vice-Chair[man], in the absence of the Chair[man], shall preside at all meetings of the Board [of Trustees] and of the members of the [c] C orporation.

SECTION 4. The President
The President shall, with the Chair[man] and Secretary, sign all appointments, contracts, and other documents, the [executive] execution of which has been authorized by the Board; and shall perform such additional duties as may from time to time be authorized or required by the Board [of Trustees].

SECTION 5. The Secretary
The Secretary shall, with the Chair[man] and the President, sign all appointments, contracts, and other documents, the execution of which has been authorized by the Board; [he shall] keep the records of the [c]Corporation and shall be the custodian of its corporate seal [.] , and [shall] keep an accurate record of the minutes of the Board [of Trustees], and of the members of the [c] Corporation, and shall perform such other duties as the Board may prescribe.

SECTION 6. The Business Manager
The Business Manager shall have direct charge and supervision of all the business and financial activities of the [c]Corporation.

SECTION 7. The Treasurer
The Treasurer shall have charge of the funds of the [c]Corporation and shall disburse them pursuant to the instructions of the Board [of Trustees .] , and shall keep proper books of account of the finance of the [c]Corporation.

ARTICLE V
MEETINGS OF MEMBERS

SECTION 1. The meetings of members shall be held, not less than once every two years, at the place where the principal office of the corporation is established, or at such other place or places as the Board may determine, at such time as the Board [of Trustees] may designate, notice of which shall be given in writing by the Secretary[.] to the members no less than 60 days before the meeting.

ARTICLE VI
MISCELLANEOUS MATTERS

SECTION 1. Amendments
These [b]By-laws may be amended, repealed or altered in whole or in part, by the affirmative vote of the majority of the members of the [c]Corporation at any regular or special meeting duly called for such purpose.

SECTION 2. Rules and Regulations
The Board [of Trustees] may from time to time adopt and pass rules and regulations, provided that they are not in conflict with the present [b]By-laws.

SECTION 3. Fiscal Year
The fiscal year of the [c]Corporation shall begin on the first day of April in each year and end on the last day of March of the following year.

SECTION 4. Seal
The seal of the [c]Corporation shall be in the form of a circle and shall bear the name of the [c]Corporation and the year of its incorporation.


IN WITNESS WHEREOF, etc, etc, etc

* * *



RATIONALE FOR PROPOSED AMENDMENTS TO BY-LAWS OF ADVENTIST UNIVERSITY OF THE PHILIPPINES [AUP]

ARTICLE I
SECTION 1. 1. Composition

“from hereon called the Board”: to eliminate redundancy

“their”: common usage now to use plural to refer to singular neutral noun in place of he/she; current “his” is no longer correct considering female member/s

“five”: to correspond to denominational 5-year terms

“twenty-one”: expand membership to include presidents of alumni associations in the Philippines, Western and Eastern North America; alumni are financial supporters of the University and should have a voice in the Board; will also add variety and perspective from an extrinsic point of view

General Conference Working Policy, 2001-2002 edition: Article IV allows 15 to 21 members in the Board of [Trustees]

“non-denominationally employed persons: will add variety and perspective with no fear of being beholden to the powers that be in the denomination

Mandate/specify inclusion of administrative officers of the Union and the University since the University is under jurisdiction of the Union

Student government president inclusion: provide training ground for leadership; Board transparency to eyes of student leader who represents the students, the reason for existence of the University

Faculty representative inclusion: will add variety and perspective from non-administrator

SECTION 1.2. Resignation or Removal of Trustees
“the same”: not all members are necessarily male gender

Reasons for removal are self-explanatory

SECTION 2. Powers

Delete “of Trustees”: uniformity throughout the whole By-laws as introduced in SECTION 1.1.

“for cause”: it is illegal, unethical, and immoral to remove anyone from a position or office with no just cause nor due process
“Corporation”: cosmetic change to refer to it as a proper noun in the whole By-laws

ARTICLE II
SECTION 1. Regular Meetings

“twice”: one meeting a year may not be enough to discuss various items in yearly affairs of the University

Delete “without notice”: members need to be notified of meeting dates

Delete “Islands”: Philippines should be sufficient

Delete “on the third Tuesday of each month at 2:00 p.m.” is needed; after all, Board meetings are not held every month at that hour

SECTION 2.

Change to Chair and Vice-Chair in the whole By-laws instead of Chairman and Vice-Chairman more politically correct considering that women may someday be chairs or vice-chairs

SECTION 3.

Delete “special”: this provision is for both regular and special meetings

“send notice of regular and special meetings by mail or any means of electronic communication”: technologically up to date rather than telegraph

“their” and “them” instead of his and him: common usage now allows using plural form to include both genders

“Such notice shall be sent no less than sixty days before the date of the meeting”: self-explanatory

Delete provision allowing waiver of notice: self-explanatory

Delete “special” and “of Trustees”: already explained previously

“present in the meeting”: clarification; self-explanatory

ARTICLE III
SECTION 1. Composition

Increase Executive Committee members from eleven to fifteen: explanation to follow

Replace “may” with “shall”: makes this provision a mandate

SECTION 2. Quorum

Change quorum for Executive Committee from “five” to “eleven” members: this way, majority vote will require at least six votes, same as the least number of majority votes in a regular or special meeting of the Board. If the number of Board members is 21, quorum will be 11; majority vote of 11 in attendance is 6. The By-laws now provides a quorum of 5 from a membership of 11. Potentially, only 3 members which is a majority if only 5 are in attendance can decide on anything. This number is unacceptable inasmuch as a full board meeting requires at least 6 votes to adopt any resolution.

“Except as otherwise provided by the laws of the Philippines, the affirmative vote of a majority of the members, present at any meeting, at which there shall be a quorum, shall be necessary to, and sufficient for, the adoption of any resolution”: self-explanatory

ARTICLE IV
SECTION 1.1 Board

“The president of the North Philippine Union Mission [or Conference] shall be the Chair of the Board.” :self-explanatory; inclusion of [or Conference] in case NPUM becomes a Union Conference

Deletion “of Trustees” already explained

Deletion of “a Chairman”: needed since NPUM president is mandated to be chair in foregoing amendment.

Deletion of “The same person may hold and perform…”: self-explanatory

SECTION 1.2 University

“The Board shall elect the President and Vice-Presidents [or Deans] of the University from a list of candidates recommended by a Search Committee whose function shall be to search, interview, and evaluate qualified candidates for the said offices. Candidates do not have to be members of the Board.”: self-explanatory

“The Search Committee shall be composed of seven members and shall be appointed by the Board and have at least one calendar year to perform its function. Among its members, representatives from the University’s alumni associations in the Philippines, Western, and Eastern North America shall be included. It shall cease to function after their recommendations have been submitted to and voted by the Board.”: self-explanatory

SECTION 1.3 Term of Office

The term of office for officers of the Board and the University shall be five years.” : self-explanatory

SECTION 1.4 Resignation or Removal of University Officers
“Resignation or removal of University officers shall be for the same reasons as those of members of the Board as provided in these By-laws, Article I, Section 1.2, and subsections 1.2.a to 1.2.e inclusive.”: self-explanatory

SECTION 2, 3, 4, 5, 6, 7
Deleting “man” and “of Trustees” and upper case “C” for Corporation: already explained

Changing from “executive” to execution” is just a correction of a typographical error. [4]

Replacing the period [.] with a comma [,] is just a correction of a typographical error. [4]

Deleting “he shall”: superfluous; initial phrase in sentence already has the word “shall”; the rest are enumerated items from same “shall” [5]


ARTICLE V
SECTION 1.

“or at such other place or places as the Board may determine”: self-explanatory

Deleting “of Trustees”: already explained

Deleting period [.] to make room for completion of sentence, “to the members no less than 60 days before the meeting.”: self-explanatory

ARTICLE VI
SECTION 1, 2, 3, 4
Upper case “B” for By-laws: cosmetic change [1]

Deleting “of Trustees”: already explained [2]

Upper case “C” for Corporation: already explained [1, 3, 4]