Unabridged AUP Amended Bylaws - 16 Feb 2011

https://docs.google.com/document/d/1y0OwyDzXxkxTPUTaF1lSVwcBY-6BOgZ35hoWSt0U5C0/edit?usp=sharing
Unabridged AUP Amended Bylaws - 16 Feb 2011

AMENDED

BY-LAWS

OF THE ADVENTIST UNIVERSITY OF THE PHILIPPINES

OF SEVENTH-DAY ADVENTISTS, INC.

-----------------------------------------------------------------------------------------------------------------

ARTICLE I

RELATIONSHIPS

        The Adventist University of the Philippines (AUP) is under the North Philippine Union Conference (NPUC) and Southern Asia-Pacific Division of the General Conference of Seventh-day Adventists (SSD), a world church organization; and all purposes, policies, and procedures of this educational institution shall be in harmony with the working policies and procedures of the North Philippine Union Conference and the Southern Asia-Pacific Division of Seventh-day Adventists.  This institution shall pursue the mission of the Church in harmony with the doctrines, programs, and initiatives adopted and approved by the General Conference of Seventh-day Adventists in its quinquennial sessions (Amended on February 16, 2011).

  

ARTICLE II

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 SSD Director and Associate Director/s of Education, the incumbent presidents of the AWESNA, EASNAC, and of the AUP alumni mother chapter, all the administrative officers  and deans of school/colleges in NPUC tertiary educational institutions and twenty (20) additional members chosen by the NPUC Executive Committee  who will serve for the quinquennium (Amended on February 16, 2011).

B.     Within three months after the regular quinquennial session of NPUC, the members of the NPUC Executive Committee, the SSD Director and Associate Directors of Education and the incumbent presidents of the 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. The additional twenty must be Seventh-day Adventist Church members in good standing, selected with a fair representation from the following sectors:

1.  Faculty of AUP who have served the university not less than five years, one of whom is  

     the elected representative chosen by the faculty

2.  Employees of Adventist institutions with educational background

3.  Non-denominationally employed persons with education, health-care or business

     expertise. (Amended on February 16, 2011).

     

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.      An education superintendent and/or director of missions and conferences;                     

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 non-denominationally employed person who is an 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.     (Amended on February 16, 2011).

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 members of the AUP Board of Trustees.   (Amended on February 16, 2011)

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 SSD Director or Associate Director of Education (who will serve co-terminus with the tenure of their position/office in NPUC, CLC, and  SSD);  one of the presidents of the other missions and conference serving on a one-year rotation basis;  an alumni representative from either Alumni of Western North America (AWESNA), Eastern North America Chapter (EASNAC)  if qualified under Philippine laws, or AUP Alumni mother chapter, (each serving on a 20-month term);   four professionals, qualified Seventh-day Adventists, non-denominationally employed and denominational employees in regular standing are to be elected as trustees of the AUP Board on a rotating basis  (with a two and a half year term);   AUP President;  the Vice President for Academics;  and an AUP faculty representative serving for a one year term with his replacement voted by the faculty (Amended on February 16, 2011).  

C.     Absent constituency members are disqualified from being elected to the Board of Trustees. (Amended on February 16, 2011)     

Section 4. Election of the University Administrators - Upon constitution of the AUP Board of Trustees, the chairman shall call a meeting for the purpose of electing the university administrators all of whom shall serve for a term of five years, 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 (Amended on February 16, 2011).

Section 5. Election of Associate and Assistant University Administrators -  Upon recommendation of the  Administrative 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 (Amended on February 16, 2011).

ARTICLE III

THE CONSTITUENCY

Section 1.  The duties of the constituency shall be:

a.   To hold meetings and receive reports from the Board of Trustees;

b.   To define overall  principles  governing the institution;

c.   To elect quinquennially a Board of Trustees charged with the overall responsibility of the institution during the ensuing quinquennial period.  If the election of trustees cannot be held for any valid cause, the election is to be held at a special meeting as soon thereafter as may be conveniently possible.

Section 2  Annual Meeting - The annual meeting of the constituency members shall be held at the principal office of the corporation, that is inside the AUP campus on the third Monday  of March.   The President shall render his annual report to the constituency members regarding the activities of the corporation (Amended on February 16, 2011)

Section 3.  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 (Amended on February 16, 2011).

Section 4.  Notices - Notices of the time and place of annual and special meetings of the constituency shall be given either by personal service,  cellphone texting,  email,  fax, special delivery mail or any other means of communication, 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 (Amended on February 16, 2011).

Section 5. 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 6.  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  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 15 members of the Board of Trustees must be of good standing in the Seventh-day Adventist Church.   The moment he/she ceases to be of 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.    

Section 2.  The duties of the Board of Trustees shall be:

a.   To ensure that the educational institution is operating within the church guidelines with strong spiritual emphasis and compliant to regulatory and statutory requirements.

b.   To control the business of the institution and exercise all of the powers, rights and privileges permitted to be exercised by the Trustees of a non-stock, non-profit higher educational institution  under the law, except as limited by the Articles of Incorporation and these Bylaws.

c.   To provide for the development and review of the philosophy, mission and vision statements and governing policies.

d.   To accept legal and financial responsibility for the operation of the institution and the conduct of its business.

e.   To appoint quinquennially, to approve the job descriptions, and to evaluate annually the following employees of  the institution:

                        President

                        Vice Presidents           

                 

 f.    To approve a fee structure for the institution.

g.   To require and monitor a business plan, approve the annual budget and review the financial performance of the institution.

h.   To appoint an Administrative Committee, President’s Council  and approve other University committees.

i.    To provide strategic direction for the long term viability of the institution and to approve its strategic plan.

j.    To approve major business transactions of the institution such as land purchases, new buildings, major alterations, purchases of expensive equipment, etc., within the bounds of the terms of reference set by the Board.

k.   To require and monitor a quality improvement process.

l.    To receive gifts, annuities and other assets on behalf of the institution.

m.  To provide for trustee education and self evaluation.

n.   To maintain ongoing contacts with community leadership.

o.   To develop and maintain foundation affairs of the institution for fund development.

p.   To hold regular meetings at least twice a year.

q.   To appoint an Executive Committee of the Board to carry out the responsibilities of the Board between scheduled meetings.

r.    To appoint the faculty and staff and conduct a periodic review of their performance.

s.    To require that the faculty establish mechanisms designed to assure the achievement and maintenance of Seventh-day Adventist Church standards of education.

t.    To remove officers, approve, and terminate employment of university personnel.

u.   To exercise such powers and perform such functions conferred upon it by the law and the  denominational policies  (Amended on February 16, 2011).

Section 3.  Inventory - The Board shall have a complete inventory taken annually of the properties and assets of the corporation.

Section 4.  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 5. Vacancies - Vacancies in the membership of the Board of Trustees caused by death, disqualification, resignation,  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 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 (Amended on February 16, 2011).

  

ARTICLE V

THE EXECUTIVE COMMITTEE OF THE BOARD

Section 1.  There shall be an Executive Committee of the Board (EXECOM) to consist of eleven members of the Board of Trustees  which shall exercise the powers of the Board between regular Board meetings. The University Vice Presidents, are regular non-voting invitees.  The members of the Executive Committee of the Board shall be:

a.   The president of the North Philippine Union Conference, who shall be the Chairman.

b.   The president of the University

c.   The Vice President for Academics who shall serve as secretary

d.   The remaining two executive officers of the Union

e.   The NPUC Director of Education

f.    The President of CLC

g.   One of the missions/conference presidents on a rotating basis

h.   Three others to be chosen by the Board of Trustees from among its members(Amended on February 16, 2011).

Section 2.  Six (6) members shall constitute a quorum for the transaction of any business at any meeting of the Executive Committee of the Board.

Section 3.  Power and Duties.  The Executive Committee may discuss and act upon all matters pertaining to the Board of Trustees between meetings of the Board except on policy changes. The Executive Committee will only take action on routine matters that require Board action between regular Board meetings or on other matters when specifically requested to do so by the full Board.  The Executive Committee shall inform the full Board of each action taken by such Committee as soon as practicable following the date on which such action was taken.  The Committee shall have the power to make final determinations as to matters of the Board of Trustees, provided its acts shall not conflict with action taken by the Board of Trustees.  Actions of the Committee normally shall be reported to the full Board at the next meeting of the Board and entered in the minutes of that meeting (Amended on February 16, 2011).

  

ARTICLE VI

MEETINGS OF THE BOARD OF TRUSTEES

AND OF THE EXECUTIVE COMMITTEE OF THE BOARD

Section 1.  Annual Meeting – The annual meeting of the Board of Trustees shall be held on the third Monday of March  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 (Amended on February 16, 2011). 

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  by any two members of the Board at the time in office (Amended on February 16, 2011).

Section 3.  Notice of Special Meeting - The Corporate Secretary shall notify as to the 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 and other possible means of communication.  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 (Amended on February 16, 2011).

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-Representative to the Meetings

A.     The representative of the Student Association, at the discretion of the AUP Board Chairman, may be invited to attend the said meetings (Amended on February 16, 2011).   

B.     The invitee-representative mentioned in the foregoing sub-sections A and B must be regular members of the Seventh-day Adventist Church in good standing(Amended on February 16, 2011).

  

ARTICLE   VII

ADMINISTRATIVE  COMMITTEE

Section  1.    Appointment. -  The Administrative Committee shall be appointed annually by the Board of Trustees.

Section  2.    Duties.   The duties of the Administrative Committee shall be:

a.   To consider all matters of institutional operation, staffing, expenditures, budget, problems, and accomplishments.

b.   To make recommendations to the Executive Committee of the Board/Board of Trustees in matters pertaining to policy, personnel changes, major expenditures and other items requiring board approval.

c.   To hold regular meetings with a minimum of two meetings per month.

d.   To appoint

                  All department heads of the university;

                  All sub-committees of the Administrative Committee

Section  3.   Officers

      a.   The Chairman shall be the president or his designee

      b.   The secretary shall be designated by the Board of Trustees (Amended on February 16, 2011).

Section  4.   Membership

            President

            Vice-Presidents

            Human Resource Management Director

            Director of Religious Affairs

            Senior Pastor of Philippine International Church

            Faculty/Staff  representative

Other employees that may be designated by the Board of Trustees (Amended on February 11,  

       2010)

Section   5.  Quorum.   The Board of Trustees shall designate a number which will constitute a quorum of the Administrative Committee, which is not less than a majority(Amended on February 11, 2011).

  

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 (Amended on February 16, 2011).

Section 2. Term of office - The corporate officers, shall hold office for five (5) years 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.

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 the AUP constituency.

Section 5.  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. He/She 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(Amended on February 16, 2011).

Section 6.  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/she shall keep the records of the corporation and shall be the custodian of the corporate seal. He/She 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 (EXECOM), and of the Administrative 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/her duties and functions under the supervision and control of the Corporate Secretary (Amended on February 16, 2011).

Section 7.  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  IX

FUNCTIONS AND POWERS OF UNIVERSITY ADMINISTRATORS

Section 1.  The Vice President for Finance - The Vice President for Finance shallexercise management of all the business and financial activities of AUP as a corporation (Amended on February 16, 2011).

Section 2.  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 3.  The Vice President for Student Services - The Vice President for Student Services directs and coordinates programs and services that pertain to student life.

  

ARTICLE X

WAGES OF EMPLOYEES

A compensation review committee shall fix the salaries of all employees.  It shall consist of five to nine members.  The committee is to be composed of a majority of individuals who are not employees of AUP and shall include  representatives from NPUC.  The committee is to be chaired by the treasurer of  NPUC (Amended on February 16, 2011).

ARTICLE XI

AUDITS

Section 1.  The accounts of this institution shall be audited at least once each calendar year by the General Conference Auditing Service (GCAS) and in accordance with government standards (Amended on February 16, 2011)

Section 2.  Audited Financial Statement Review Committee (AFSRC)

a.       Function - The Board shall appoint an Audited Financial Statement Review Committee (AFSRC) and the chairperson (from among the membership of the AFSRC) to study the auditor’s reports and management letter, and the management’s response to the auditor.  The AFSRC shall submit recommendations based on its study, to the Board (Amended on February 16, 2011).

b.       Composition  - The AFSRC shall consist of between three and seven members, having appropriate financial expertise, who are not employees of the University.  If possible, a majority shall be persons not denominationally employed(Amended on February 16, 2011).

c.       Invitation to Auditor - The auditor shall be invited to attend the AFSRC meeting at which the audit reports and management letter are studied, and the Board  meeting at which the  said Committee makes its recommendations,  if any, to the Board.  Under circumstances where legal requirements permit and conferencing facilities are deemed satisfactory to the University and the auditor, the auditor may choose to attend, via teleconference or videoconference, the meetings mentioned above.  Attendance by the auditor at such meetings is not mandatory.  If there are representatives from the higher organization present, they would be considered invitees with voice but no vote (Amended on February 16, 2011).

      d.   Copy of Recommendations - A copy of the recommendations of the AFSRC, as approved by the Board, shall be sent to the auditor and to the appropriate officers of  NPUC (Amended on February 16, 2011).

  

ARTICLE  XII

MISCELLANEOUS MATTERS

Section 1.  The Board of Trustees may, from time to time,  pass rules and regulations provided they are not in conflict with the present By-Laws.

Section  2.  Fiscal Year -  The fiscal year of the university shall begin on the first day of April of each year and end on the last day of March of the following year.

Section 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 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 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  XIII

AMENDMENTS

     

These By-Laws may be amended, repealed or altered in whole or in part by a  majority vote of the Trustees at any regular or special meeting duly held for the purpose, and by an affirmative vote of  two-thirds (2/3)  of the members present in a duly called meeting of the Constituency (Amended on February 16, 2011).