ARTICLES OF INCORPORATION
Of the
ADVENTIST UNIVERSITY OF THE PHILIPPINES
OF SEVENTH-DAY ADVENTISTS, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned incorporators, all of legal age and residents of the Philippines, have this day voluntarily agreed to form a non-stock and non-profit educational corporation under the laws of the Republic of the Philippines.
WE HEREBY CERTIFY:
FIRST: That the name of this corporation shall be “Adventist University of the Philippines of the Seventh-day Adventists, Inc.”
SIXTH: That the membership of the corporation shall consist of the ex-officio members of the North Philippine Union Conference Executive Committee, and not more than fifteen (15) members of the Seventh-day Adventist Church who may be chosen by the North Philippine Union Conference Executive Committee at any regular or special meeting duly called for such purpose.
SEVENTH; That the affairs, business and property of the corporation shall be governed and managed by a board of fifteen (15) trustees. Such trustees constituted as Board of Trustees, duly elected as such and who are to serve until their successors are elected and qualified as provided for in the by-laws are as follows:
ARTICLE I
CONSTITUENCY FORMATION, ELECTION OF BOARD MEMBERS
AND ADMINISTRATIVE OFFICERS
Section 1. After the regular quinquennial session of the North Philippine Union Conference (NPUC) – the mother institution and governing body of all Seventh-day Adventists organizations within Luzon, Batanes, Mindoro, and Palawan areas, including herein Adventist University of the Philippines (AUP), the ex-officio members of the NPUC Executive Committee upon call by the NPUC president and presided by the same, shall meet inside AUP campus for the purpose of electing the fifteen (15) additional members of the AUP constituency. However, the incumbent Presidents of various AUP alumni groups like the Alumni of Western North America (AWESNA), Eastern North America Chapter (EASNAC), the mother alumni chapter and Southern Asia Pacific Division (SSD) Educational Director are regular non-voting invitees.
Section 2. Immediately after its membership completion as stated in Section 1, the AUP constituency upon call by the NPUC President and presided by the same, and meeting inside the AUP campus, shall elect from among its membership fifteen (15) members of the AUP Board of Trustes all of whom shall hold office for a term of five (5) years, and until their successors are elected and qualified. If a trustee ceases at any time to be a member in good and regular standing in the Seventh-day Adventist Church, he shall thereby cease to be a trustee. The same rule of disqualification shall apply to all members of the constituency.
The ex-officio members of the NPUC Executive Committee namely: NPUC President, NPUC Executive Secretary, NPUC Treasurer, NPUC Educational Director, Presidents of Central Luzon Conference (CLC) and South Central Luzon Conference (SCLC), together with an alumni representative from the North American Alumni association, are eligible for election as trustees of the AUP Board. Once elected, their term of office as AUP trustee, except for the alumni representative, shall be co-terminous with the tenure of their position/office in NPUC, CLC, and SCLC.
Section 3. The election of the (15) members of the AUP Board of Trustees shall be done by providing each constituency member present at the meeting with a blank ballot on which he writes the names of fifteen (15) members he is voting for. The ballots shall then be collected and openly tabulated and the first fifteen (15) highest votes getters shall be proclaimed elected. Absent constituency are disqualified from being elected.
Section 4. Immediately upon constitution of the fifteen (15) member AUP Board of Trustees, the NPUC President, shall call a meeting for the purpose of electing from among the Board members the officers of the corporation. In the same meeting or at a later date, the Board administrators, all of whom shall serve for a term of five years (except those mentioned in Section 1, Article VIII of the By-Laws), unless removed by the Board for cause before the expiration of their respective terms, or until their successors are elected and qualified. Should removal for cause occur, the substitute elected to fill the vacancy shall serve only the unexpired term.
Section 5. Upon recommendation of the Administrator’s Committee (ADCOM) whose quorum for the purpose of making such recommendation is sufficient although only four (4) university institutional administrators are present in a meeting for the purpose, the other subordinate university officers and heads of schools and departments shall be appointed by the Board of Trustees which may delegate such functions to the Executive Committee of the Board (EXCOM).
ARTICLE V
THE EXECUTIVE COMMITTEE OF THE BOARD
Section 1. There shall be an Executive Committee of the Board (EXCOM) to consist of eleven members of the Board of Trustees, SSD Education Director, faculty and student representatives and regular invitees as said Board may designate, which shall exercise such powers between the meetings of the Board of Trustees.
Section 2. At any meeting of the Executive Committee of the Board, seven (7) members shall constitute a quorum for the transaction of any business.
Article VI
OFFICERS
Section 1. Officers - The officers of the corporation are the NPUC President as Chairman, the NPUC Secretary as Vice-chairman, the President, the Vice President for Finance, the Vice President for Student Services, the Vice-President for Academics, the Corporate Secretary (to be assumed in concurrent capacity by the Vice President for Academics), and the NPUC Treasurer as Corporate Treasurer.
ARTICLE VII
FUNCTIONS AND POWERS OF THE OFFICERS
Section 3. The President – The President shall be the Chief Executive Officer of the corporation and shall exercise general supervision and control over all the colleges, departments and whatever agencies and instrumentalities that may be established by authority of the Board of Trustees in connection with the operation of AUP in all its aspects.
The President shall, with the Chairman of the Board of Trustees and the Corporate Secretary, sign appointments, contracts and other documents, the 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.
ARTICLE VIII
MISCELLANEOUS MATTERS
Section 2. Amendment of By-Laws. These By-Laws may be amended, repealed or altered in whole or in part by the affirmative vote of a majority of the members of the Constituency and by a majority vote of the Trustees at any regular or special meeting duly held for the purpose.
Of the
ADVENTIST UNIVERSITY OF THE PHILIPPINES
OF SEVENTH-DAY ADVENTISTS, INC.
KNOW ALL MEN BY THESE PRESENTS:
That the undersigned incorporators, all of legal age and residents of the Philippines, have this day voluntarily agreed to form a non-stock and non-profit educational corporation under the laws of the Republic of the Philippines.
WE HEREBY CERTIFY:
FIRST: That the name of this corporation shall be “Adventist University of the Philippines of the Seventh-day Adventists, Inc.”
SEVENTH; That the affairs, business and property of the corporation shall be governed and managed by a board of fifteen (15) trustees. Such trustees constituted as Board of Trustees, duly elected as such and who are to serve until their successors are elected and qualified as provided for in the by-laws are as follows:
CONSTITUENCY FORMATION, ELECTION OF BOARD MEMBERS
AND ADMINISTRATIVE OFFICERS
Section 1. After the regular quinquennial session of the North Philippine Union Conference (NPUC) – the mother institution and governing body of all Seventh-day Adventists organizations within Luzon, Batanes, Mindoro, and Palawan areas, including herein Adventist University of the Philippines (AUP), the ex-officio members of the NPUC Executive Committee upon call by the NPUC president and presided by the same, shall meet inside AUP campus for the purpose of electing the fifteen (15) additional members of the AUP constituency. However, the incumbent Presidents of various AUP alumni groups like the Alumni of Western North America (AWESNA), Eastern North America Chapter (EASNAC), the mother alumni chapter and Southern Asia Pacific Division (SSD) Educational Director are regular non-voting invitees.
Section 2. Immediately after its membership completion as stated in Section 1, the AUP constituency upon call by the NPUC President and presided by the same, and meeting inside the AUP campus, shall elect from among its membership fifteen (15) members of the AUP Board of Trustes all of whom shall hold office for a term of five (5) years, and until their successors are elected and qualified. If a trustee ceases at any time to be a member in good and regular standing in the Seventh-day Adventist Church, he shall thereby cease to be a trustee. The same rule of disqualification shall apply to all members of the constituency.
The ex-officio members of the NPUC Executive Committee namely: NPUC President, NPUC Executive Secretary, NPUC Treasurer, NPUC Educational Director, Presidents of Central Luzon Conference (CLC) and South Central Luzon Conference (SCLC), together with an alumni representative from the North American Alumni association, are eligible for election as trustees of the AUP Board. Once elected, their term of office as AUP trustee, except for the alumni representative, shall be co-terminous with the tenure of their position/office in NPUC, CLC, and SCLC.
Section 4. Immediately upon constitution of the fifteen (15) member AUP Board of Trustees, the NPUC President, shall call a meeting for the purpose of electing from among the Board members the officers of the corporation. In the same meeting or at a later date, the Board administrators, all of whom shall serve for a term of five years (except those mentioned in Section 1, Article VIII of the By-Laws), unless removed by the Board for cause before the expiration of their respective terms, or until their successors are elected and qualified. Should removal for cause occur, the substitute elected to fill the vacancy shall serve only the unexpired term.
Section 5. Upon recommendation of the Administrator’s Committee (ADCOM) whose quorum for the purpose of making such recommendation is sufficient although only four (4) university institutional administrators are present in a meeting for the purpose, the other subordinate university officers and heads of schools and departments shall be appointed by the Board of Trustees which may delegate such functions to the Executive Committee of the Board (EXCOM).
THE EXECUTIVE COMMITTEE OF THE BOARD
Section 1. There shall be an Executive Committee of the Board (EXCOM) to consist of eleven members of the Board of Trustees, SSD Education Director, faculty and student representatives and regular invitees as said Board may designate, which shall exercise such powers between the meetings of the Board of Trustees.
Section 2. At any meeting of the Executive Committee of the Board, seven (7) members shall constitute a quorum for the transaction of any business.
Article VI
OFFICERS
Section 1. Officers - The officers of the corporation are the NPUC President as Chairman, the NPUC Secretary as Vice-chairman, the President, the Vice President for Finance, the Vice President for Student Services, the Vice-President for Academics, the Corporate Secretary (to be assumed in concurrent capacity by the Vice President for Academics), and the NPUC Treasurer as Corporate Treasurer.
FUNCTIONS AND POWERS OF THE OFFICERS
Section 3. The President – The President shall be the Chief Executive Officer of the corporation and shall exercise general supervision and control over all the colleges, departments and whatever agencies and instrumentalities that may be established by authority of the Board of Trustees in connection with the operation of AUP in all its aspects.
The President shall, with the Chairman of the Board of Trustees and the Corporate Secretary, sign appointments, contracts and other documents, the 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.
MISCELLANEOUS MATTERS
Section 2. Amendment of By-Laws. These By-Laws may be amended, repealed or altered in whole or in part by the affirmative vote of a majority of the members of the Constituency and by a majority vote of the Trustees at any regular or special meeting duly held for the purpose.
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