by Joselito A. Coo
Question 1: Are the Executive Officers of the SSD, such as the President, Executive Secretary and Treasurer, not constituents of AUP? Who else may/may not be an AUP constituent or constituency representative? For example: Non-Philippine citizens? AUP students? If the SSD president is not a constituent of the university and, therefore, he may not be legally represented on the AUP Board, what power or authority if there’s any vested on him as a denominational official can he exert over the affairs of the university?
Question 2: In relation to the number of denominational officers and employees who may be appointed to the AUP constituency, how many non-church employed laypersons or what percentage of the total number of constituency representatives would you consider ideal in the sense of being a fair representation and consistent with current denomination-wide practice?
Question 3. Regarding the formation and composition of the Search Committee, have we heard anything further regarding the work assigned to them? Did constituency representatives receive the Search Committee report and did they have the opportunity to review the Search Committee's recommendation?
Question 4. If, according to SEC regulations, Board directors/trustees must be elected individually rather than appointed, what does the Bylaw listing certain officials as nominees for trustee mean? [If this were not a means to circumvent the law, how honest is it of a people of the Book who claim to be strict Commandment-keepers, whose tenets include the doctrine of an Investigative, Pre-Advent Judgment?]
Question 5. In light of SEC provisions that, in point of fact, encourage participation of members either by teleconference or proxies, what greater good may be accomplished by the Bylaw disqualifying members who cannot be present?
http://www.sec.gov.ph/ccg/Revised%20Code%20CG.pdf
http://www.sec.gov.ph/src/Draft2%20SRC%20IRR.2011.pdf
Question 6. With regard to disqualification of a trustee consequent to loss of membership in the NPUC Corp, does this not apply only to NPUC officers who have been appointed to the AUP Board? More importantly, is there not a difference between electing and appointing? And, isn't the AUP president a member of the board of trustees as well as an elected officer of the AUP Corp?
[Instead of Governance, shouldn’t this section be titled Board Membership, Qualifications, Disqualifications?]
Finally, question 7: In light of the fact that vacancies or their replacements had yet to be filled, what's the rationale or justification for meeting as a board of trustees composed of thirteen (13) instead of fifteen (15) members with the purpose of electing a new President and VPs of the university, less two (2) trustees (namely: the incumbent AUP president, Dr G. Flores; and incumbent VP for Academics/Corporation Secretary, Dr M. Narbarte)?
Question 1: Are the Executive Officers of the SSD, such as the President, Executive Secretary and Treasurer, not constituents of AUP? Who else may/may not be an AUP constituent or constituency representative? For example: Non-Philippine citizens? AUP students? If the SSD president is not a constituent of the university and, therefore, he may not be legally represented on the AUP Board, what power or authority if there’s any vested on him as a denominational official can he exert over the affairs of the university?
Question 2: In relation to the number of denominational officers and employees who may be appointed to the AUP constituency, how many non-church employed laypersons or what percentage of the total number of constituency representatives would you consider ideal in the sense of being a fair representation and consistent with current denomination-wide practice?
*** ARTICLE II
CONSTITUENCY FORMATION, SEARCH COMMITTEE, ELECTION OF BOARD MEMBERS, AND ADMINISTRATIVE OFFICERS
B. After the regular quinquennial session of NPUC, the members of the NPUC Executive Committee, the SSD Director and Association Directors of Education and the incumbent presidents of AWESNA, EASNAC, and of the AUP mother alumni chapter, upon call by the NPUC president and presided by the same, shall meet inside the AUP campus for the purpose of electing the twenty (20) additional members of the AUP constituency. ***
Question 3. Regarding the formation and composition of the Search Committee, have we heard anything further regarding the work assigned to them? Did constituency representatives receive the Search Committee report and did they have the opportunity to review the Search Committee's recommendation?
***D. The search committee shall submit to the new NPUC president a record of its proceedings, all supporting documents, and a list of qualified Seventh-day Adventist members in good standing from which a pool of candidates for the incoming AUP officers may be obtained. The said list shall, at best, be recommendatory in nature and the same will not preclude the AUP constituency from selecting other equally qualified candidates outside the list submitted by the search committee.***
Question 4. If, according to SEC regulations, Board directors/trustees must be elected individually rather than appointed, what does the Bylaw listing certain officials as nominees for trustee mean? [If this were not a means to circumvent the law, how honest is it of a people of the Book who claim to be strict Commandment-keepers, whose tenets include the doctrine of an Investigative, Pre-Advent Judgment?]
*** Section 3. Election and Composition of AUP Board of Trustees
B. The following are nominees for election to the Board of Trustees: the NPUC President; NPUC Executive Secretary; NPUC Treasurer; NPUC Education Director; President of CLC; and the SSDDirector or Associate Director of Education (who will serve co-terminus with the tenure of their position/office in NPUC, CLC, and SSD)***
Question 5. In light of SEC provisions that, in point of fact, encourage participation of members either by teleconference or proxies, what greater good may be accomplished by the Bylaw disqualifying members who cannot be present?
***C. Absent constituency members are disqualified from being elected to the Board of Trustees.***
http://www.sec.gov.ph/ccg/Revised%20Code%20CG.pdf
REVISED CODE OF CORPORATE GOVERNANCE
Article 6: Stockholders’ Rights and Protection of Minority Stockholders’ [Members'] 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. It is the duty of the Board to promote the rights of the stockholders, remove impediments to the exercise of those rights and provide an adequate avenue for them to seek timely redress for breach of their rights. The Board should take the appropriate steps to remove excessive or unnecessary costs and other administrative impediments to the stockholders’ meaningful participation in meetings, whether in person or by proxy. Accurate and timely information should be made available to the stockholders to enable them to make a sound judgment on all matters brought to their attention for consideration or approval.
http://www.sec.gov.ph/src/Draft2%20SRC%20IRR.2011.pdf
TITLE IV
Rule 20 – Disclosures to Stockholders [Members] Prior to Meetings
C. A proxy form that provides for the election of directors shall state the names of persons nominated for election as directors.
Question 6. With regard to disqualification of a trustee consequent to loss of membership in the NPUC Corp, does this not apply only to NPUC officers who have been appointed to the AUP Board? More importantly, is there not a difference between electing and appointing? And, isn't the AUP president a member of the board of trustees as well as an elected officer of the AUP Corp?
[Instead of Governance, shouldn’t this section be titled Board Membership, Qualifications, Disqualifications?]
***
ARTICLE IV
BOARD OF TRUSTEES
Section 1. Governance – The Board of Trustees shall govern the affairs and businesses of the corporation and shall exercise general control over its properties. Each of the fifteen (15 members of the Board of Trustees must be in good standing in the Seventh-day Adventist Church. The moment he/she ceases to be in good standing in the Seventh-day Adventist Church, he/she shall automatically cease to be a Trustee. Removal of a trustee from membership in the North Philippine Union Conference Corporation of Seventh-day Adventist shall automatically mean removal from the Board of Trustees of the Corporation.
***e. To appoint quinquennially, to approve the job descriptions, and to evaluate annually the following employees of the institution:
President
Vice Presidents
***
ARTICLE VIII
OFFICERS AND FUNCTIONS OF THE CORPORATION
Section 1. Officers – The officers of the corporation are the NPUC President as Chairman, the NPUC Executive Secretary as Vice Chairman, a Corporate Secretary to be assumed in concurrent capacity by the Vice-President for Academics, and the NPUC Treasurer as Corporate Treasurer.***
Finally, question 7: In light of the fact that vacancies or their replacements had yet to be filled, what's the rationale or justification for meeting as a board of trustees composed of thirteen (13) instead of fifteen (15) members with the purpose of electing a new President and VPs of the university, less two (2) trustees (namely: the incumbent AUP president, Dr G. Flores; and incumbent VP for Academics/Corporation Secretary, Dr M. Narbarte)?
***
ARTICLE IV
BOARD OF TRUSTEES
Section 6. Term of Office of Trustees – Other than those being referred to in Section 3, Article II of the By-laws, the trustees shall hold office for five (5) years and until their successors are duly elected and qualified. Should removal for cause occur, the substitute elected to fill the vacancy shall serve only the unexpired term.
***
ARTICLE VIII
OFFICERS AND FUNCTIONS OF THE CORPORATION
Section 2. Term of office – The corporate officer shall hold office for five years (5) and/or until their successors are duly elected and qualified. Should removal for cause occur, the substitute elected to fill the vacancy shall serve only the unexpired term.***
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