Shine on Forever: Which way onward?

Ghana, West Africa

by Joselito Coo

Our college/university song, "Shine on Forever," was composed when there was only one Seventh-day Adventist institution of higher education in the entire Philippines archipelago.

Fact of the matter is Philippine Union College, which we know now as Adventist University of the Philippines, was the premiere post-secondary school of the Far Eastern Division so that many ambitious and bright youth from all over the FED territory as well as from other countries in the neighboring divisions of the General Conference of Seventh-day Adventists arrived on the campus to further their education. Moreover, leaders at the FED headquarters as well as union presidents who constituted the FED executive committee supported PUC's programs with financial subsidies and other forms of aid.

Strangely enough, ever since the school gained university status its focus seems to have become narrower and less expansive, though not in the scope of its mission or target population but in terms of its governance structure which in part may be attributed to the loss of FED financial support as a consequence of the development of the Adventist International Institute of Advanced Studies (AIIAS). However, there's more to it than meets the eye. I believe the root cause is the neo-colonial perspective our present crop of national leaders inherited.

I. What is neo-colonialism?

"Neocolonialism can be defined as the continuation of the economic model of colonialism after a colonized territory has achieved formal political independence."

http://www.encyclopedia.com/topic/Neocolonialism.aspx

http://search.yahoo.com/search?p=Neocolonialism+can+be+defined+as+the+continuation+of+the+economic+model+of+colonialism+after+a+colonized+territory+has+achieved+formal+political&ei=utf-8&fr=b1ie7

A. AIIAS. There's general agreement in our Filipino Adventist community that AIIAS is a prime example of neocolonialism whereby the economic resources of postcolonial local missions/conferences and union territories are exploited to support a General Conference controlled institution.

B. AUP and MVC. Instruments of colonialism include first and foremost our schools. God forbid that colonialism shall continue to rear its ugly head as neocolonialism in our midst. Among AUP alumni residing abroad, many have expressed the general sentiment that as far as our institutional officials and national denominational leaders are concerned, EASNAC and AWESNA members are their perennial milking cows. If there's anybody who disagrees with my assertion regarding the fostering and promotion of neocolonialism in our alma mater, I would invite you to take a close look at a classic, most recent manifestation of the SDA version of neocolonialism in the 2009 AUP Amended Articles of Incorporation and Bylaws.
http://filadnet.blogspot.com/search?updated-min=2010-01-01T00%3A00%3A00-08%3A00&updated-max=2011-01-01T00%3A00%3A00-08%3A00&max-results=12

In subsequent discussions, I shall support my assertion as briefly as possible regarding neocolonialism by highlighting certain provisions of the 2009 AUP Amended Articles and Bylaws.  Our aim is to let the stipulations speak first,  prior to decoding and deconstructing them.  I will close by suggesting specific changes to bring us up to speed with respect to decolonization.

II. Constituency

What does it mean?

“A constituency is any cohesive body of people bound by shared identity, goals, or loyalty. Constituency can be used to describe a business's customer base and shareholders, or a charity's donors or those it serves. In politics, a constituency can mean either the people from whom an individual or organization hopes to attract support, or geographical area that a particular elected official represents.

“A constituent is any member of a constituency, including those who did not vote for an elected representative.”

http://en.wikipedia.org/wiki/Constituency

http://www.google.com/search?q=constituency+definition&sourceid=ie7&rls=com.microsoft:en-US&ie=utf8&oe=utf8&rlz=1I7GGLL_en

III. Definition of constituency according to the 2009 AUP Amended Articles and Bylaws

Instead of the above universally accepted understanding of constituency, based on allegiance to a common cause or mission, irrespective of who they elect to wear the mantle of leadership, the 2009 AUP Amended Articles and Bylaws defines constituency more narrowly, however; to wit:

“[Article] SIXTH: That the membership of this 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.”

IV. Does it matter how we define constituency and the way it’s interpreted?

Consider subsequent provisions of the Amended Article and Bylaws that aim to consolidate the party line with regard to board membership.

First,

“ARTICLE I [of the Bylaws]

"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 Trustees 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 votegetters shall be proclaimed elected. Absent constituency are disqualified from being elected [as trustees?]”

Second,

“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."

Third,

“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.”

Fourth and finally,

“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."

V. Preliminary Observations and Implications

Starting with the six ex-officio members of the NPUC, the constituency is first significantly reduced to twenty-one with the addition of only fifteen members who are to be appointed by the same 6 Ex Com NPUC officers. Thus 6 NPUC officials plus 15 constituents equal the total membership of the AUP Corporation.

Second, though we were made to understand the election of each and every trustee is required in compliance with the Code [i.e. The Corporation Code of the Philippines], truth of the matter is the AUP Amended Articles and Bylaws also stipulates that three ex-officio members of the NPUC would assume various official positions in the Corporation ex-officio, namely: NPUC president as chair, NPUC secretary as vice-chair and NPUC treasurer as corporate treasurer.

In sum, the democratic process of selecting and appointing leaders has been turned on its head, nay nullified. Constituency, in the sense we have generally understood it to include all or majority of laypeople, members whose allegiance is to a cause, i.e. the mission of Jesus Christ, no longer ordain the professional clergy. Briefly, the election of officers has been turned over to an oligarchy, has it not? Is this how we envision the task of bringing the Everlasting Gospel to all kindred, tongues and people around the globe to its glorious conclusion in the power of the Spirit of God?  When the bureaucratic nature of our ecclesiastical hierarchy has been converted to one that's no different from a ruling Communist Party, than what SDA pioneers dreamed of?

VI. Decoding and Deconstructing Neocolonialism

A. We may start decoding and deconstructing the 2009 AUP Amended Articles and Bylaws with a better definition of constituency in conformity with stipulations of the REVISED CODE OF CORPORATE GOVERNANCE, SEC Memorandum Circular No. 6 Series of 2009.

“Pursuant to its mandate under the Securities Regulation Code and the Corporation Code, the Securities and Exchange Commission (the “Commission”), in a meeting held on June 18, 2009, approved the promulgation of this Revised Code of Corporate Governance (the “Code”) which shall apply to registered corporations and to branches or subsidiaries of foreign corporations operating in the Philippines that (a) sell equity and/or debt securities to the public that are required to be registered with the Commission, or (b) have assets in excess of Fifty Million Pesos and at least two hundred (200) stockholders who own at least one hundred (100) shares each of equity securities, or (c) whose equity securities are listed on an Exchange; or (d) are grantees of secondary licenses from the Commission.”

http://www.sec.gov.ph/ccg/Revised%20Code%20CG.pdf

Comments by Napthali Carandang, Roy Mananquil, Richard Suban:

"Do we, the alumni here in the USA, still feel we are being treated as a part of these institutions?" (Nap)

“My understanding of the AUP [2009 Amended Articles and Bylaws] has no bearing with past practices. I am commenting on the legal basis of the present constituency. It is pointless to discuss past practices or previous official views. What is essential and the only one that really matters is the legal basis of the PRESENT AUP CONSTITUENCY MEMBERSHIP and the present AUP Articles of Incorporation. It is easy to understand the intent or the meaning of the provisions because many of the signatories are the same members of the AUP constituency and BOT. Without question, what you see is what it means. The constituency meets annually. Did you ever see the whole NPUC constituency in the yearly meeting of the AUP constituency?”(Roy)

‘I'm not arguing for or against the "correctness" of the 6+15. I am only talking about the meaning of the 6+15 as contained in the Articles of Incorporation. I myself believe that the 6+15 is not democratic.’ (Roy)


'The Revised Code" shall apply to registered corporations "if any of the four stipulations, a) or b) or c) or d), is present. However, part b) is specific that the corporation should have assets in excess of 50 million pesos AND at least 200 stockholders who own at least 100 shares each of equity securities. The 200 stockholders with 100 shares, as stipulated in the second part of sec b), is absent. IMHO, assets of PhP50M cannot stand alone to satisfy sec b) because of the inherent nature of a non-stock corporation. Clarification is in order for "non-stock" or "non-profit" corporation as opposed to other corporations regulated by the Revised Code. Notice the absence of sale, or offer for sale, of equity or stock securities that were registered with the Commission.' (Ric)

'The "we" should not be restricted to alumni here in the US but should include all alumni everywhere and all faithful SDAs.' (Ric)

B. Where did the drafters of the Amended Articles get their magic "21" constituents?  What were they thinking?  In the first place, NPUC ex-officio ex-com members ordinarily include only the top 3 executive officers (pres, sec, and treasurer).  Secondly, who has the right to appoint 3 additional officers to complete the magic "6" ex-officio ex-com members?

"TITLE XII—CLOSE CORPORATIONS

"Sec. 96. Definition and applicability of Title—A close corporation, within the meaning of this Code, is one whose articles of incorporation provide that: (1) All the corporation’s issued stock of all classes, exclusive of treasury shares, shall be held of record by not more than a specified number of persons, not exceeding twenty (20)… Notwithstanding the foregoing, a corporation shall not be deemed a close corporation when a least two-thirds (2/3) of its voting stock or voting rights is owned or controlled by another corporation which is not a close corporation within the meaning of this Code.

"Any corporation may be incorporated as a close corporation, except mining or oil companies, stock exchanges, banks, insurance companies, public utilities, educational institutions and corporations declared to be vested with public interest in accordance with the provisions of this Code."

http://www.sec.gov.ph/laws/B.P.68/Corporation%20Code%20of%20the%20Philippines.pdf

C.  Other stipulations of the Revised Code:

“Article 6: Stockholders' Rights and Protection of Minority Stockholders' Interests

”B) The Board should be transparent and fair in the conduct of the annual and special stockholders' meetings of the corporation. The stockholders should be encouraged to personally attend such meetings. If they cannot attend, they should be apprised ahead of time of their right to appoint a proxy. Subject to the requirements of the bylaws, the exercise of that right shall not be unduly restricted and any doubt about the validity of a proxy should be resolved in the stockholder's favor.”

http://www.sec.gov.ph/ccg/Revised%20Code%20CG.pdf

“I) Board Meetings and Quorum Requirement

”The members of the Board should attend its regular and special meetings in person or through teleconferencing conducted in accordance with the rules and regulations of the Commission.”

-p 11, SEC Memorandum Circular No. 6
Series of 2009
REVISED CODE OF CORPORATE GOVERNANCE
http://www.sec.gov.ph/ccg/Revised%20Code%20CG.pdf

Comments by Laurence Gayao, Meliadona Sampayan:

“It would be impractical to spend money to attend a meeting as a non-voting member.  However, our alumni leaders could still be involved through teleconference and you could do that for free using skype. The EASNAC leadership is trying to arrange for this to be done. We need to look at this as a step in the right direction.” (Laurence)

"With our alumni association-Northern Luzon Adventist Schools Alumni Association of America (NLASAAA), we use skype for our executive meetings and members from the Philippines, Texas, Illinois and here in California are able to interact. The only disadvantage is skype's line sometimes is not clean which causes one to be kicked out any time so whoever is leading the meeting has to keep watch.  However, re-conecting to skype is fast." (Donna)

C. THE CORPORATION CODE OF THE PHILIPPINES [the Code]

“Sec. 23. The board of directors or trustees. […] trustees [are] to be elected… from among the members of the corporation, who shall hold office for one (1) year and until their successors are elected and qualified. (28a)...

“Trustees of non-stock corporations must be members thereof. A majority of the directors or trustees of all corporations organized under this Code must be residents of the Philippines. (30a)

“Sec. 24. Election of directors or trustees. – At all elections of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy… a majority of the members entitled to vote.”

Comments by Richard Suban, Honesto C. Pascual, Jr., Benjamin A. Coo, Edna B. Domingo

“Qualification should probably be differentiated from stipulation. To be president of the USA one must be USA born. Qualification or Stipulation, or are they the same?” (Ric)

"Can parameters for the duties and responsibilities of invitees be found and/or are they defined?" (Ric)

“IMO, if an alleged conflict between the Corporation Code and the continuing provision of Sec 2 [of the AUP bylaws] can be established, that latter provision should be declared illegal. Any action, privilege, authority or power exercised counter to the enabling law (Corporation Code or the Revised Code), the AUP Articles/Bylaws in this case, should be regarded as unlawful. No one is above the law.” (Ric)

‘NPUC is a non-stock, non-profit corporation that is engaged in evangelism and SDA education. Tithe receipts are not evidence of ownership, as shares of stocks are, that translates to the number of votes. NPUC Corporation may be patterned after a business model, but what corporation is not? In our case the problem is "mixing business with religion" as you and I have echoed L.L.Pan's theory on practical Christianity. Christian values should mostly define the qualification of a position of trust like the BOT. Compliance with corporate laws and institutional bylaws is secondary.’(Ric)

'Mr. Frank Naputo's email stated that members of the Board "shall be elected" as mandated by government law. This suggests that they should not be appointed by virtue of their office [cannot be ex officio]. But they may be elected, may they not? (Onie)

“Not mentioning anything about PHL citizenship and residency might be because those requirements do not apply, or just a momentary mental lapse.' (Onie)

“Could it be that the dual citizenship and PHL residency requirements do not apply to non-profit, church-owned entities like AUP? I am hoping that they do not apply so AWESNA and EASNAC can be represented as voting members of the BOT.” (Onie)

“Title 3 section 23 requires that the majority of directors and trustees shall be residents of PHL. Therefore, a minority, like 7 or less out of 15 may be non-residents of PHL. Or am I wrong?” (Onie)

“Residents of the Philippines are not limited to its citizens, are they? For several years I was a resident of the Philippines but not a citizen until I applied and was granted citizenship.” (Ben)

"I strongly support your [Onie’s] stance about representations and compliance with the by-laws. How can the alumni effect change to improve the system not politically influenced but guided by principles?” (Edna)

"Sec 25. Corporate officers; quorum.—Immediately after their election, the directors of a corporation must formally organize by the election of a president [chair], who shall be a director; a treasurer who may or may not be a director; a secretary who shall be a resident and citizen of the Philippines…



"Directors or trustees cannot attend or vote by proxy at board meetings. (33a)"

http://www.sec.gov.ph/laws/B.P.68/Corporation%20Code%20of%20the%20Philippines.pdf

 The stipulation requiring attendance and prohibiting vote by proxy has since been modified. [See the Revised Code of 2009].



D. COMMISSION ON HIGHER EDUCATION

“33.2 Student Council/Government
“33.2.1 The HEI must recognize the right of the students to govern themselves and to be represented in appropriate student councils, or board of regents or trustees.”

- p. 9, CHED Memorandum Order, No 21, Series of 2006
Subject: Guidelines On Student Affairs and Services Program
http://202.57.63.198/chedwww/index.php/eng/Information/CHED-Memorandum-Orders/2006-CHED-Memorandum-Orders

Comments by Ryan Martinez (student) and Albert Mamora

“[Eighteen] 18 is the legal [voting] age here in the Philippines. I agree that the student representative [on the Board] must be a student through its student council. The AdCom is the Administrative Committee; the Student Association thought this was the highest body next to the BOT. But we learned that there is an ExCom [of the BOT] about which we are not aware or were invited to attend such meeting. We hope that a student can sit on the BOT of the University.” (Ryan)

“If you want to be recognized and respected make sure you have the numbers. With 90% open support from your fellow students, my unsolicited advise is for you and your fellow students to organize and make sure the people you select are not being used by the faculty to preempt or anticipate your plans, it's sad to note that the Student Association is being taken for granted, it never happened in my time.” (Albert)

VII. Forward and Onward

A.  Ironically, for AUP to move forward and onward,  putting its neocolonialist past behind it, stakeholders may see the need to appeal to the exact same laws that enabled AIIAS and another institution prior to AIIAS, the Asian Institute of Management, in carrying out their respective global missions.

First,

THE 1987 CONSTITUTION OF THE REPUBLIC OF THE PHILIPPINES

"ARTICLE XIV

"EDUCATION, SCIENCE AND TECHNOLOGY, ARTS,
CULTURE AND SPORTS

"EDUCATION

"Section 4. (1) The State recognizes the complementary roles of public and private institutions in the educational system and shall exercise reasonable supervision and regulation of all educational institutions.

"(2) Educational institutions, other than those established by religious groups and mission boards, shall be owned solely by citizens of the Philippines or corporations or associations at least sixty per centum of the capital of which is owned by such citizens. The Congress may, however, require increased Filipino equity participation in all educational institutions. The control and administration of educational institutions shall be vested in citizens of the Philippines.

"No educational institution shall be established exclusively for aliens and no group of aliens shall comprise more than one-third of the enrollment in any school. The provisions of this subsection shall not apply to schools established for foreign diplomatic personnel and their dependents and, unless otherwise provided by law, for other foreign temporary residents."

http://www.chanrobles.com/article14.htm

Second, in the case of the Asian Institute of Management:

PRESIDENTIAL DECREE No. 639 January 21, 1975

RECOGNIZING THE ASIAN INSTITUTE OF MANAGEMENT, INC., AS AN EDUCATIONAL INSTITUTION OF INTERNATIONAL CHARACTER, GRANTING CERTAIN PREROGATIVES CONDUCIVE TO ITS GROWTH AS SUCH, AND FOR OTHER PURPOSES

http://www.lawphil.net/statutes/presdecs/pd1975/pd_639_1975.html

And, third, in AIIAS's own unique situation as an international religious, non-profit corporation:

PRESIDENTIAL DECREE NO. 2021 - RECOGNIZING THE ADVENTIST INTERNATIONAL INSTITUTE OF ADVANCED STUDIES AS AN EDUCATIONAL INSTITUTION OF INTERNATIONAL CHARACTER, GRANTING IT CERTAIN PREROGATIVES CONDUCIVE TO ITS GROWTH AS SUCH, AND FOR OTHER PURPOSES

[...]

WHEREAS, the Seventh-day Adventist Church, after seven decades of operating educational institutions from the elementary to the graduate level in the Philippines, is taking the steps to establish a non-stock, non-profit educational institution under existing laws of the Philippines, for the purpose of offering high quality education at the graduate level uniquely designed to meet the rapidly growing needs of the Church for highly qualified personnel in all of the Asia-Pacific area;

[...]

NOW, THEREFORE, I, FERDINAND E. MARCOS, President of the Philippines, by virtue of the powers vested in me by the Constitution, do hereby decree and order:

Section 1. The "Adventist International Institute of Advanced Studies" as a graduate educational institution of international character shall be classified and treated by the Ministry of Education, Culture and Sports as a foreign school of special character, with an international student body, faculty, management composition and control, funding support, programs, curricular offerings, calendar fee structure, and academic standards.

http://www.chanrobles.com/presidentialdecrees/presidentialdecreeno2021.html

B. Composition of AIM and AIIAS’s Boards

AIM and AIIAS elect and maintain two kinds of boards: (1) Board of Trustees and (2) Board of Governors or Management Committee. In each case, the international composition of their Board of Governors or Management Committee, respectively, is one of their more notable and distinguishing characteristics in contrast to the Board of Trustees.
http://www.aim.edu/content.aspx?id=14

http://www.aiias.edu/index.php?option=com_content&view=article&id=64&Itemid=96

C. SEVENTH-DAY ADVENTIST CHURCH MANUAL:  Church Organizational Structure and Role of Institutions

http://www.adventist.org/beliefs/church-manual/index.html

CHURCH MANUAL REVISION – 11

There are several organization levels within the Church leading from the individual believer to the worldwide organization of the work. Membership units in each of these levels periodically convene formal business sessions known as constituency meetings or sessions. (The constituency meeting or session of a local church is generally referred to as a business meeting.) In Seventh-day Adventist Church structure, no organization determines its own status nor does it function as if it had no obligation to the Church family beyond its boundaries.

CHURCH MANUAL REVISION – 12

Role of Institutions

The constituent levels of the Church operate a variety of education, health-care, publishing and other institutions reaching out in the name of Christ to meet the needs of a distraught world. In Seventh-day Adventist theology and philosophy, these institutions from their inception have been indispensable instruments for carrying out the Church’s spiritual mission of serving the whole person and taking the gospel to the world.

No Church organization or institution assumes responsibility for the liabilities, debts, acts, or omissions of any other Church organization simply because of its Church affiliation.

VIII.  Conclusion and Recommendation

In conclusion, I submit the following revisions to the 2009 AUP Amended Articles and Bylaws to bring it up to speed in a post-colonial era.

ARTICLE I

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 [DELETE inside AUP campus] for the purpose of electing the fifteen (15) additional members of the AUP constituency. [DELETE: 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.]

ADD:[… ] who should all be members in good and regular standing of the Seventh-day Adventist Church as defined in the Revised Seventh-day Church Manual.

[*“Membership in the Church is only possible in those churches included in the sisterhood of church recognized by a conference.” P 24]
http://www.adventist.org/assets/Church_Manual_Session_Minutes_Version.pdf

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, [DELETE: and meeting inside the AUP campus,] shall elect [DELETE: from among its membership] fifteen (15) members of the AUP Board of Trustees 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.

[DELETE: 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.]

[DELETE: 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 [DELETE: the officers of the corporation]
ADD… a Chair and a Vice-chair who may concurrently serve as Corporate Secretary.

In the same meeting or at a later date, [DELETE: the Board administrators,]
[ADD: a Management Committee or Administrative Committee headed by the University President as CEO shall be appointed and 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.

[DELETE: 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 [DELETE, 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.]

[DELETE 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 [DELETE: NPUC President as ] Chairman, the [DELETE: NPUC Secretary as] Vice-chairman and the President [ADD:/CEO of the university],[DELETE: 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.]

IN SUM, revised and amended, each of the above Section of the Bylaws shall read as follows:

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 for the purpose of electing the fifteen (15) additional members of the AUP constituency who should be members in good and regular standing of the Seventh-day Adventist Church as defined in the Revised Seventh-day Church Manual.

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 shall elect fifteen (15) members of the AUP Board of Trustees 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.

Section 3. [Deleted entirely]

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: (1) a Chair and (2) a Vice-chair who may concurrently serve as Corporate Secretary.

In the same meeting or at a later date, a Management Committee or Administrative Committee headed by the University President as CEO shall be appointed and 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 [Deleted entirely]