“Of all tyrannies, a tyranny sincerely exercised for the good of its victims may be the most oppressive. Those who torment us for our own good will torment us without end for they do so with the approval of their own conscience.” C. S. Lewis
Moro-Moro - Act II
AUP Constituency Meeting; Election of Board of Trustees and Administrative Officers
12 April 2011
Abridged form distributed to constituents on April 13, 2011
Amended By-laws of the
Adventist University of the Philippines
Of Seventh-day Adventists, Inc.
February 16, 2011
The Adventist University of the Philippines (AUP) is under the North Philippine Union Conference (NPUC) and Southern Asia-Pacific Division of the General 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 Chuch in harmony with the doctrines, programs, and initiatives adopted and approved by the General Conference of Seventh-day Adventists in its quinquennial session.
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 mother alumni chapter, all the administrative officers and deans of schools/colleges in NPUC tertiary, educational institutions, and twenty (20) additional members chosen by the NPUC Executive Committee who will serve for the quinquennium.
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. The additional twenty (20) should 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. Lay persons with education, health care or business expertise
Section 2. Search Committee
A. Prior to the composition of a new AUP constituency, and at least ninety days (90) 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 member 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 members of the 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 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 and (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.
C. Absent constituency members are disqualified from being elected to the Board of Trustees.
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 occur, the substitute elected to fill the vacancy shall serve only the unexpired term.
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 quinquannial 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.
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 instance, or upon the written request of the AUP President or of at least five (5) members of the constituency.
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 community, 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 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 busness 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.
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.
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 of 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:
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.
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.
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.
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.
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.
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 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.
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.