Election of AUP Constituency

Moro-Moro - Act I

From:  Francisco Gayoba, NPUC Executive Secretary

Sent: Saturday, January 15, 2011 7:09 PM

Subject: Election of Boards

Dear Members of the NPUC Executive Committee:

Grace and peace in the Lord Jesus Christ!

Beginning Monday morning, we will elect the Board of Trustees of four of our institutions:  AUP (only election of the constituency on Monday), and the three hospitals (MAMC, CVAH, PAH).  I have prepared the following write-up to help us prepare for the tasks.  The Lord has placed us in this important work of selecting the people who will lead these institutions for the next five years.  Let us pray that we can find the right people through the guidance of the Holy Spirit.  We will be needing names of persons who will sit in the Boards in addition to the ex-officio members stipulated in the respective By-Laws of the institutions.

What you will read below is a general description of the work and qualifications of a Board (which I copied from several documents).

The Board of Trustees

The Board of Trustees holds the authority and responsibility to ensure the fulfillment of the institution’s mission. They are also ultimately responsible for the fiscal health of the institution. The board of trustees' governing role is typically limited to the selection of the president and other institutional officers, policy approval, and major capital projects, with the daily operations and management of the institution vested in the president and his associates in administration.

In order to have an effective Board for our union institutions, we must consider the following:

1.      The first hallmark of a well-structured board is that it is made up of people who are qualified to effectively safeguard the assets and accomplish the mission with which the institution has been has been entrusted.  Successful governing boards include individuals who are knowledgeable in different areas such as accounting, administration, business, education, ethics, finance, law, ministry and theology, etc., and who subscribe to the mission of the Adventist institution.  Competence is needed for board members to function effectively and engage in meaningful deliberation and decision making.  The people we should recommend to the Boards must be those whose competence and wisdom in decision-making have already been tested and tried.  More importantly, they must be faithful Seventh-day Adventists who are recognized in their communities as active in the life and mission of the Church, and not just successful in their field of endeavors.

2.      The second hallmark of a strong and effective board is that it is independent from the administration of the institution/organization.  The Board is to establish policy and set guidelines for the mission of the institution, and then exercise the proper amount of oversight by asking the hard questions to the officers of the institution. There must be a healthy tension between the Board and the administration, with the Board able and willing to require the administration to account for its performance.  We are to select caring individuals who must be sufficiently independent of the administration in order to bring a healthy balance of support and oversight.

3.      The third hallmark of an effective board is that it ensures the mission of the institution.  An effective Board member of an Adventist hospital or college is one who understands what makes that hospital/school well managed and especially what makes it distinctively Adventist.  The Board sets the policy and the administration carries it out; but a consistent and long-term failure to operate in a manner consistent with the mission of the institution ultimately comes back to the Board.  As such, board members should be able and willing to be adequately involved in the life of the institution to guide and monitor its achievement of the stated mission.

In the case of AUP, we will just elect the Constituency. I prepared a summary to clarify the process:

Step 1: Election of the AUP Constituency

•“That the membership [constituency] of this corporation shall consist of the ex-officio members of the North Philippine Union Conference Executive Committee, and not more than (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.”  (Art. VI, Articles of Incorporation).

•“After the regular quinquennial session of the North Philippine Union Conference (NPUC) . . . 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.”  (By-Laws, Art. I, sec. 1).

•“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. . .” (By-Laws, Art. I, sec. 2, par 2).

“Notices of the time and place of annual, and special meetings of the constituency shall be given either personally through cellphone texting or by special delivery mail, at least two (2) weeks before the date set for such a meeting.  The notice of every special meeting shall state briefly the purpose or purposes of the meeting.”  (By-Laws, Art. II, sec. 3).

Step 2: Election of the Board of Trustees

•“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.” (By-Laws, Art. I, sec. 2, par 1).

•“The ex-officio members of the NPUC Executive Committee . . . are eligible for election as trustees of the AUP Board.” (By-Laws, Art. I, sec. 2, par 2).

“The election of the fifteen (15) members of the AUP Board of Trustees shall be done by proving 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 voted getters shall be proclaimed elected.  Absent constituency members are disqualified from being elected.”  (By-Laws, Art. I, sec. 3).

Step 3: Election of the Officers of the Corporation

“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 . . . [missing lines in the Exec. Sec. copy] 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.”  (By-Laws, Art. I, sec. 4).

“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.”  (By-Laws, Art. VI, sec. 1).

It was voted that we send to you the results of the survey a day before the meeting for the election of the AUP constituency so that you will have an idea who to include in the constituency.  This is a complex process because only those elected to the constituency can be elected as members of the Board and only those elected to the Board can be the top officers of the university (President and VPs).   Of the 15 members of the Board, 6 are already specified to be there by virtue of their office:

NPUC President

NPUC Executive Secretary

NPUC Treasurer

NPUC Educational Director

President of Central Luzon Conference

President of South Central Luzon Conference.

This leaves 9 seats to be filled up to complete the 15 member Board.  Four (4) seats are already designated for the Officers of the University:

University President

            Vice President for Academics,     

Vice President for Finance

Vice President for Student Services

After the NPUC leaders, two conference presidents and presidential team of the university are counted, this leaves remaining 5 seats for other Board members who are competent and experienced in the field of accounting, administration, business, education, ethics, finance, law, etc.

This means that, since only constituency members  can be elected to the Board, we elect persons who are candidates for the administrative team and also the rest of the persons who may be elected to complete the Board into the Constituency.  This will mean careful  and purposeful decisions on our part.  As mentioned in the last NPUC Executive Committee, the Union administrators conducted a survey among AUP faculty and staff to get a sense of who the employees have in mind for the leadership positions.  The results of the survey may serve as basis but does not delimit nominations to the Constituency and to the Board.  Following are the top names from the survey (the scores will be revealed in our forthcoming meeting), as per our action to release it a day before the ExeCom meeting.

Nominees for President

G Flores

F Gayoba

M Narbarte

R Diamante

A Amada

J Manalo Sr.

I Andoy

N Rilloma

Nominees VP Academics

M Narbarte

C Idaosos

Merlyn Mendoza

M Estrada

R Diamante

E Monebit

G Flores

I Andoy

R Barrios

Nominees VP Finance

R Narbarte

R Borromeo

M Olarte

N Marticio

R Carpizo

Nominees VP Student Services

R Diamante

J Orbe

G Flores

F Marticio

A Perdon

J Amurao

W Estrada

I Andoy

C Castillo

Pastor Nelson Castillo, as Education Director, is preparing a brief biodata for each of the names above to assist in the selection process.  He is also preparing the needed qualifications for the university positions that will be up for election.

Thank you again for devoting time to study and pray over these items.

Sincerely yours,

F Gayoba