Voted 31 January 2011
AND OF THE EXECUTIVE COMMITTEE OF THE BOARD
Section 1. Exception to the five (5)-year term limit. - Unless otherwise removed earlier from office for cause, the trustees, corporate officers, members of the EXCOM, and AUP constituency who were elected, chosen, and appointed as such prior to the regular NPUM quinquennial session in 2010, shall serve for less than the full five (5)-year term as the same shall last only until such time that their successors have been elected and/or appointed immediately after the said 2010 regular quinquennial session of NPUM.
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 These By-Laws may be amended, repealed or altered in whole or in part by the affirmative vote of a majority or the members of the Constituency and by a majority vote of the Trustees at any regular or special meeting duly held for the purpose.
AMENDED BY-LAWS OF THE
ADVENTIST UNIVERSITY OF THE PHILIPPINES
OF SEVENTH-DAY ADVENTISTS, INC.
ARTICLE I
Constituency Formation, SEARCH COMMITTEE, Election of Board Members, and Administrative Officers
Section 1. Constituency Formation
A. The constituency of Adventist University of the Philippines shall be composed of all the members of the Executive Committee of the North Philippine Union Conference (NPUC), the incumbent presidents of the AWESNA, EASNAC, and of the AUP mother alumni chapter, and not more than eighteen (18) additional members chosen by the NPUC Executive Committee from a cross section of qualified denominational workers and laymen in good standing of the Seventh-day Adventist Church.
B. After the regular quinquennial session of NPUC, the members of the NPUC Executive Committee 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 eighteen (18) additional members of the AUP constituency. The Southern-Asia Pacific Division (SSD ) Educational Director shall be a regular invitee.
Section 2. Search Committee
A. Prior to the composition of a new AUP constituency, and at least ninety (90) days before the expiration of the term of the incumbent AUP officers, the current AUP Board shall initiate and form a search committee which shall be composed of no less than five (5) members comprising of the following:
1. the Education Director of NPUC who shall act as chairman, or in his absence, the BOT Chairman may appoint a substitute until such time that the Education Director reassumes the chairmanship;
2. the education director of a local conference either from Central Luzon Conference (CLC ) or South-Central Luzon Conference (SCLC);
3. an officer from a sister Higher Educational Institution (HEI ) in NPUC;
4. an AUP faculty member with a rank of at least associate professor;
5. a non-AUP denominational employee; and
6. a layperson AUP alumnus/alumna.
B. The search committee shall conduct a search of potential candidates for the incoming officers of AUP based on the criteria set by the AUP Board.
C. The search committee shall prioritize the ascertainment of the academic and non-academic members of the AUP academe as to their preferences on who may be the University officers.
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.
Section 3. Election and Composition of AUP Board of Trustees
A. After its membership completion as stated in Section 1 hereof, 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, or until their successors are elected and qualified. If a trustee ceases at any time to be a member in good 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.
B. The NPUC President, NPUC Executive Secretary, NPUC Treasurer, NPUC Education Director, Presidents of CLC and SCLC, together with an alumni representative from either AWESNA or EASNAC if qualified under Philippine laws, are to be elected as trustees of the AUP Board. Once elected, their term of office as AUP trustee, except for the alumni representative shall be co-terminus with the tenure of their position/office in NPUC, CLC , and SCLC. The rest of the BOT members are the following: AUP President, VP for Finance, VP for Academics, VP for Student Services, AUP faculty representative (one-year term with succeeding representatives to be voted by faculty), one representative from sister HEI on a rotating basis on a fifteen month-term, MAMC president and two professionals and qualified laypersons in regular standing.
C. Absent constituency members are disqualified from being elected to the Board of Trustees.
Section 4. Election of the University Administrators- Board Members Immediately Upon constitution of the fifteen (15) member AUP Board of Trustees, the chairman shall call a meeting for the purpose of electing from among the Board members the officers of the corporation the university administrators. In the same meeting or at a latter date, the Board shall elect the following university administrators, starting with the election of the University President, et siquitor, 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: (1) the President of the university, (2) the Vice President for Academics, (3) the Vice President for Finance, and (4) the Vice President for Student Services. Should removal for cause occurs, the substitute elected to fill the vacancy shall serve only the unexpired term.
Section 5. Election of Associate and Assistant University Administrators- Upon recommendation of the Administrator’s Committee (ADCOM) whose quorum for the purpose of making such recommendation is sufficient although only all four (4) university institutional administrators are present in a meeting called for the purpose, the other associate and assistant university administrators shall be appointed by the Board of Trustees which may delegate such functions to the Executive Committee of the Board (EXCOM). Terms of office for the associate and assistant officers shall be for two-and-a-half (2 1/2) year periods.
ARTICLE II
MEETINGS OF THE CONSTITUENCY
Section 1. Annual Meeting – The annual meeting of the constituency members shall be held at the principal office of the corporation inside the AUP campus. The President shall render his annual report to the constituency members regarding the activities of the corporation.
Section 2. Special Meeting – As the need arises, the Chairman of the Board of Trustees shall call for a special meeting of the constituency members on his own instance, or upon the written request of the AUP President or of at least five (5) members of the constituency.
Section 3. Notices - Notices of the time and place of annual, and special meetings of the constituency shall be given either by personal service, through cellphone texting, email, fax, 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 purposes of the meeting.
Section 4. Quorum – A majority (50% + 1) of all the members of the constituency shall constitute a quorum and a majority of such quorum may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of the greater proportion.
Section 5. Order of Business - The order of business at the annual meeting of the constituency members shall be as follows:
a. Proof of presence of a quorum.
b. Reading and approval of the minutes of the previous annual meeting.
c. Unfinished business.
d. Report of the President.
e. Other matters.
ARTICLE III
BOARD OF TRUSTEES
Section 1. Management - The Board of Trustees shall govern and manage the affairs and business of the corporation and shall exercise general control over its properties. It shall also have the power to appoint the officers and employees of AUP, to fix their compensation, and to suspend or remove them as the interest of AUP may require. The Board shall also operate the affairs, business and property of the University in harmony with such policy as may be outlined by the AUP constituency.
Section 2. Inventory - The Board shall have a complete inventory taken annually of the properties and assets of the corporation.
Section 3. Annual audit - The Board shall have its books audited annually, and shall also submit to the constituency members 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 4. Vacancies - Vacancies in the membership of 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 term of the member whose place is left vacant.
Section 5. Term of Office of Trustees – Other than those being referred to in Section 1, Article VIII 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 IV 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 as said Board may designate, which shall exercise the powers of the Board between regular Board meetings. The SSD Education Director and faculty representative are and student representatives and regular non-voting 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 IV V
MEETINGS OF THE BOARD OF TRUSTEES
Section 1. Annual Meeting – The annual meeting of the Board of Trustees shall be held immediately after the NPUM annual council on the last Thursday of February, even without notice, at the principal office of the corporation inside the AUP Campus in Puting Kahoy, Silang, Cavite, Philippines, or at such other place or places as the Board by resolution, may from time to time determine. In case it falls on a holiday, the meeting shall be held on the day before the holiday.
Section 2. Special Meetings - Special meeting of the Board may be held at any time, by order of the chairman, or the vice chairman as delegated by the chairman and shall be held upon the written request to the chairman, or vice chairman of by any two members of the Board at the time in office.
Section 3. Notice of Special Meeting – The Corporate Secretary shall notify as to time, place and purpose of the special meeting, or in urgent situations where the necessity of the special meeting cannot admit of delay, the notice may be made through cellphone texting. 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 any 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.
Section 4. Quorum – A majority (50% + 1) of all the members of the Board of Trustees shall constitute a quorum at any regular and special meetings 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, 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.
Section 5. Non-voting Invitee-Representatives to the Meetings
A. The representative of the AUP Faculty and Student Association, at the discretion of the AUP Board Chairman, may be invited to attend the said meetings.
B. The invitee-representatives mentioned in the foregoing sub-sections A and B must be regular members of the Seventh-day Adventist Church in good standing.
ARTICLE VI
OFFICERS AND FUNCTIONS OF THE CORPORATION
Section 1. Officers - The officers of the corporation are the NPUC President as Chairman, the NPUC Secretary as Vice Chairman, the Vice President for Finance, the Vice-President for Student Services, the Vice-President for Academics as the Corporate Secretary to be assumed in concurrent capacity by the Vice-President for Academics, and the NPUC Treasurer as Corporate Treasurer.
Section 2. Term of office - The corporate officers, except those mentioned in Section 1, Article VIII hereof, 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.
Section 3. The Chairman. – The Chairman of the Board of Trustees shall preside at all board meetings and at all meetings of the AUP constituency.
Section 4. The Vice Chairman. – In the absence of the Chairman, the Vice Chairman shall preside at all Board meetings and that of AUP constituency.
Section 5. The Corporate Secretary. – The Corporate Secretary shall, with the Chairman of the Board of Trustees and the university President, sign appointments, contracts and other documents, the execution of which has been authorized by the Board; he shall keep the records of the corporation and shall be the custodian of the corporate seal. He shall keep accurate records of the minutes of the meetings of the Board of Trustees, and of the members of the AUP Constituency, as well as of the Executive Committee of the Board (EXCOM), and of the Administrator’s Committee (ADCOM), and shall perform such other duties as the Board may prescribe. The Corporate Secretary shall also be responsible for submitting annual reports of the corporation to the Securities and Exchange Commission and for other tasks required by or related to the same government body. The Board may appoint either a part time or full time Assistant Corporate Secretary who shall perform his duties and functions under the supervision and control of the Corporate Secretary.
Section 6. The Corporate Treasurer. – The Corporate Treasurer shall have charge of the funds of the corporation and shall disburse them pursuant to the instructions of the Board of Trustees.
ARTICLE VII
FUNCTIONS AND POWERS OF UNIVERSITY ADMINISTRATORS
Section 1. The President. – The university President shall be the Chief Executive Officer of the corporation and shall exercise general management 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 university 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.
Section 2. The Vice President for Finance. – The Vice President for Financeial Affairs shall have direct exercise management charge and supervision of all the business and financial activities of AUP as a corporation.
Section 3. The Vice President for Academics. – The Vice President for Academics is the chief academic officer responsible for the effective and efficient management of the academic business of AUP.
Section 4. The Vice President for Student Services. – The Vice President for Student Services directs and coordinates programs and services that pertain to student life in campus.
ARTICLE VIII
MISCELLANEOUS MATTERS
Section 3 1. The Board of Trustees may from time to time pass rules and regulations, provided that they are not in conflict with the present By-Laws.
Section 4 2. Fiscal Year. – As a corporation, The fiscal year of the university shall begin on the first day of April in of each year and end on the last day of March of the following year.
Section 5 3. The Corporate Seal. – The Corporate Seal of the university shall be in the form of a circle and shall bear the name of the university and the year of its incorporation.
Section 6 4. Indemnification - The Corporation shall indemnify any person who is serving or has served as a member or officer of the Board of Trustees (and his executor, administrator, and heirs) against all reasonable expenses (including, but not limited to, judgment, cost and legal fees) actually and necessarily incurred by him in connection with the defense of any litigation, action, suit or proceeding, civil, criminal or administrative, to which he may have been a party by reason of being or having been a member or officer of the Board of Trustees, but he shall have no right to reimbursement for matters in which he has been adjudged liable to the Corporation for negligence or misconduct in the performance of his duties. The right of indemnification shall be in addition to, and not exclusive of, all other rights to which such member of the Board of Trustees or officer may avail of or be entitled to.
Section 7 5. Dissolution - In the event of the dissolution of this Corporation, any funds, properties, assets, and holdings remaining after all the claims have been satisfied, shall be transferred to the next higher organization of the Seventh-day Adventist Church or mother institution as in the case of North Philippine Union Conference of Seventh-day Adventists, Inc., or even to the Government of the Republic of the Philippines, as may be determined by the Board of Trustees.
ARTICLE IX
AMENDMENTS
These By-Laws may be amended, repealed or altered in whole or in part by the affirmative vote of a majority or the members of the Constituency and by a majority vote of the Trustees at any regular or special meeting duly held for the purpose.
Adopted this 31st day of January, 2011, in Bgy. Puting Kahoy, Silang, Cavite, by the affirmative vote of the undersigned members representing a majority of the members of the corporation in a special meeting duly called for the purpose.
ABNER S. ROQUE NEPTHALI J. MAÑEZ
ROMERO A. DAQUILA NELSON G. CASTILLO
GLADDEN O. FLORES MIRIAM P. NARBARTE
GLADDEN O. FLORES MIRIAM P. NARBARTE
BIBLY L. MACAYA SALVADOR T. MOLINA
NESTOR C. RILLOMA CARMELITO U. GALANG JR.
ROBERT A. BORROMEO ARDEN B. PERDON
ROBERT A. BORROMEO ARDEN B. PERDON
REUEL E. NARBARTE ROBIN A. SABAN
HERMOGENES C. VILLANUEVA
HERMOGENES C. VILLANUEVA
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