From the Alumni of Western North America (AWESNA)
To the Chairman of the Adventist University of the Philippines (AUP) Board of Trustees
1.1. Summary
A group of concerned AUP alumni including some members of AWESNA Board of Officers met on May 11, 2011 to discuss important concerns and specific issues affecting AUP as a Christian institution of higher learning. In view of our desire to see AUP achieve its mission of training youth for service to God and community, we would like to see AUP maintain its autonomous status in compliance with the regulations of the accrediting agencies such as SEC and CHED. Furthermore, we would like to see that AUP as a Christian SDA University adhere to SDA principles of honesty, integrity, and transparency. To achieve these goals, we suggest that the leadership of NPUC and AUP follow the University’s Articles of Incorporation and Bylaws in it academic operations. Therefore, we express our concerns and recommendations to the Board of Trustees for careful consideration as our way of working together to effect much-needed changes in the current system. We believe in the spirit of brotherhood where we (alumni and AUP constituency) work as partners in promoting the achievement of the educational mission of AUP, our dear Alma Mater. AWESNA envisions change and therefore challenge status quo. When the leadership of NPUC and AUP continues to take the hand of God in prayer and continues to listen to the leadings of the Holy Spirit through other God-inspired instrumentalities, God reveals His power.
1.2. Issues
2.1 Joint Venture Agreement Contract
AUP by-laws 2009 version, Article VII paragraph 2 states that, “The 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”.
Article VIII, Section 5 of the (2011 version) states that, “The 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 maybe established by authority of the Board of Trustees in connection with the operation of AUP in all aspects. She/he shall, with the Chairman of the Board of Trustees and Corporate secretary, sign appointments, contracts and other documents, the execution of which has been authorized by the Board of Trustees, and shall perform such additional duties as may from time to time be authorized or required by the Board of Trustees”.
2.2 AUP Bylaws
The AUP Articles and Bylaws were not signed by the BOT Chairman, AUP President, and the Corporate Secretary prior to their application on April 12, 2011. The Constituency members were not given ample time to study the said amended Articles and Bylaws prior to the meeting. More importantly, the Chair did not address or entertain a question on whether or not they were ratified by the Constituency. Because of the absence of proof that they were ratified, we submit that they should not have applied during the meeting and subsequent election.
ii. Amended By-Laws (For Stock and Non-Stock Corporations) SEC, 2010
1. Amended By-laws
2. Directors’/Trustees’ Certificate – a notarized document signed by a majority of the directors/trustees and the corporate secretary, certifying the amendment of the By-laws, indicating the amended provisions, the vote of the directors/trustees and stockholders/ members, the date and place of the stockholders’ or members’ meeting
2.3 College of Medicine
While we are in favor of the idea of establishing the College of Medicine as an instrument in the fulfillment of the University’s mission of evangelism and service, we do not pledge to make this a project of AWESNA. It is our hope, however, that alumni in North America will, as individuals, donate funds as they are blessed financially.
Some of us opine that a hospital should be built first to help the College of Nursing students before the classrooms and laboratories, while others opine the opposite. Our position is for AUP to determine which should be built first.
Regardless of which is built first, we hope that AUP will hire a contractor who is honest, transparent, and above board. AWESNA had a bad experience during the building of the College of Nursing. It is our hope that the unfortunate experience will not be repeated.
2.4 AUP Constituency and BOT Meeting
We are deeply concerned about the manner in which the Constituency meeting and election was conducted. The Bylaws were violated when a pre-determined list of names were presented to be members of the BOT in a formatted table and distributed to the Constituency members. This was in clear violation of having potential BOT members to be nominated and elected by Constituency members. The constituency meeting on April 12, 2011was chaired by the NPUC president assisted by the NPUC secretary (a candidate for AUP presidency). The incumbent AUP president (nominated to be retained as the AUP president) instead should have acted as the co-chair of the AUP constituency meeting NOT the NPUC secretary..
Amended AUP Bylaws (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 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.
Composition of the Board (SEC, 2010)
The Board shall be composed of at least five (5), but not more than fifteen (15), members who are elected by the stockholders. All companies covered by this Code shall have at least two (2) independent directors or such number of independent directors that constitutes twenty percent (20%) of the members of the Board, whichever is lesser, but in no case less than two (2). All other companies are encouraged to have independent directors in their boards.
The membership of the Board may be a combination of executive and non-executive directors (which include independent directors) in order that no director or small group of directors can dominate the decision making process.
The non-executive directors should possess such qualifications and stature that would enable them to effectively participate in the deliberations of the Board.
1.3. Recommendations
3.1 We recommend that the Articles and Bylaws be signed first by the BOT Chairman, AUP President, the Corporate Secretary, and ratified by the Constituency before they are used.
3.2 We recommend that the AUP BOT members are nominated from qualified AUP constituency members that demonstrate understanding of and ability to interpret the SEC regulations and bylaws that govern the development of academic policies and standards and its administration, have a background in academic institutional leadership, and an experience in academic instruction.
3.3 We recommend for AUP College of Medicine to utilize the expertise of successful physician alumni who may be retired or still are in practice regardless of where they reside as visiting professors or consultants to bolster the educational program of the College.
3.5 We recommend that the JVA be reconsidered in light of the fact that it was entered into contrary to the mandate of AUP’s, Bylaws, thus making it invalid.
3.6 We recommend that in order to maintain Christian and professional standards and integrity, administrative decisions should not be based on political and personal biases which are not the prevailing opinion of the Constituency and BOT majority.
3.7 We recommend for the BOT Chair to remain neutral as he presides over debates and discussions in trustee meetings. He must refrain from making comments for or against an issue being discussed.
3.8 We recommend strict adherence to the provisions and mandates of the Bylaws. We recommend for the Chair to appoint a committee or commission of three [3] non-partisan constituents who are not denominationally employed to interview a representative sample of constituents and board members who were present at the meetings to address possible SEC regulations and Corporation Code violations which occurred during the meetings on April 12, 2011. If violations did occur, results and decisions in said meetings may be null and void.
3.9 We recommend that the provision for a Search Committee in the Bylaws be amended to make it more than only recommendatory; and to delete the provision for additional nominees from the Constituency after the committee has reviewed and interviewed candidates and presented their recommended candidates to the BOT. Candidates for president and vice-presidents should not be confined to members of the BOT. Furthermore, the BOT should be allowed to interview the top three [3] candidates so that they can make a more rational decision as they cast their votes.
References
BOT Amended By-laws (2011). Constitution and By-laws, Adventist University of the Philippines of Seventh-day Adventists, Inc.
Security and Exchange Commission, Republic of the Philippines (2010). SEC Building, EDSA, Greenhills, Mandaluyong City, Metro Manila, Philippines.
Commission on Higher Education, Republic of the Philippines
This paper has been approved and endorsed by the AWESNA board of officers at their meeting on July 17, 2011.
Signed:
Alberto Bagingito, CPA Date
AWESNA President (October, 2010- present)
Elenita V. Espiritu, BSN, RN Date
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