AUP Constituency Meeting; Election of Board of Trustees and Administrative Officers

“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

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 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.

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 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.

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 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.

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 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: 

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. 

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.

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.

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.

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

Summary of Seven (7) Questions Regarding the AUP Amended Bylaws

by Joselito A. Coo


Question 1: Are the Executive Officers of the SSD, such as the President, Executive Secretary and Treasurer, not constituents of AUP? Who else may/may not be an AUP constituent or constituency representative? For example: Non-Philippine citizens? AUP students? If the SSD president is not a constituent of the university and, therefore, he may not be legally represented on the AUP Board, what power or authority if there’s any vested on him as a denominational official can he exert over the affairs of the university?

Question 2: In relation to the number of denominational officers and employees who may be appointed to the AUP constituency, how many non-church employed laypersons or what percentage of the total number of constituency representatives would you consider ideal in the sense of being a fair representation and consistent with current denomination-wide practice?

*** ARTICLE II
CONSTITUENCY FORMATION, SEARCH COMMITTEE, ELECTION OF BOARD MEMBERS, AND ADMINISTRATIVE OFFICERS
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. ***

Question 3. Regarding the formation and composition of the Search Committee, have we heard anything further regarding the work assigned to them? Did constituency representatives receive the Search Committee report and did they have the opportunity to review the Search Committee's recommendation?

***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.***

Question 4. If, according to SEC regulations, Board directors/trustees must be elected individually rather than appointed, what does the Bylaw listing certain officials as nominees for trustee mean? [If this were not a means to circumvent the law, how honest is it of a people of the Book who claim to be strict Commandment-keepers, whose tenets include the doctrine of an Investigative, Pre-Advent Judgment?]

*** Section 3. Election and Composition of 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 SSDDirector or Associate Director of Education (who will serve co-terminus with the tenure of their position/office in NPUC, CLC, and SSD)***

Question 5. In light of SEC provisions that, in point of fact, encourage participation of members either by teleconference or proxies, what greater good may be accomplished by the Bylaw disqualifying members who cannot be present?

***C. Absent constituency members are disqualified from being elected to the Board of Trustees.***

http://www.sec.gov.ph/ccg/Revised%20Code%20CG.pdf

REVISED CODE OF CORPORATE GOVERNANCE

Article 6: Stockholders’ Rights and Protection of Minority Stockholders’ [Members'] Interests
B) The Board should be transparent and fair in the conduct of the annual and special stockholders’ meetings of the corporation. The stockholders should be encouraged to personally attend such meetings. If they cannot attend, they should be apprised ahead of time of their right to appoint a proxy. Subject to the requirements of the bylaws, the exercise of that right shall not be unduly restricted and any doubt about the validity of a proxy should be resolved in the stockholder’s favor. It is the duty of the Board to promote the rights of the stockholders, remove impediments to the exercise of those rights and provide an adequate avenue for them to seek timely redress for breach of their rights. The Board should take the appropriate steps to remove excessive or unnecessary costs and other administrative impediments to the stockholders’ meaningful participation in meetings, whether in person or by proxy. Accurate and timely information should be made available to the stockholders to enable them to make a sound judgment on all matters brought to their attention for consideration or approval.

http://www.sec.gov.ph/src/Draft2%20SRC%20IRR.2011.pdf

TITLE IV
Rule 20 – Disclosures to Stockholders [Members] Prior to Meetings
C. A proxy form that provides for the election of directors shall state the names of persons nominated for election as directors.

Question 6. With regard to disqualification of a trustee consequent to loss of membership in the NPUC Corp, does this not apply only to NPUC officers who have been appointed to the AUP Board? More importantly, is there not a difference between electing and appointing? And, isn't the AUP president a member of the board of trustees as well as an elected officer of the AUP Corp?

[Instead of Governance, shouldn’t this section be titled Board Membership, Qualifications, Disqualifications?]

***
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 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.

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

President
Vice Presidents

***
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.***

Finally, question 7: In light of the fact that vacancies or their replacements had yet to be filled, what's the rationale or justification for meeting as a board of trustees composed of thirteen (13) instead of fifteen (15) members with the purpose of electing a new President and VPs of the university, less two (2) trustees (namely: the incumbent AUP president, Dr G. Flores; and incumbent VP for Academics/Corporation Secretary, Dr M. Narbarte)?

***
ARTICLE IV
BOARD OF TRUSTEES
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.

***
ARTICLE VIII
OFFICERS AND FUNCTIONS OF THE CORPORATION
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.***

Remembering Dr Prospero C. Roda: EASNAC president 2003-2004

Prospero C. Roda, M.D. (May 12, 1940 - March 25, 2010)

http://www.berylroda.com//dad_slideshow.html

Choosing to Live

Choosing to Live: Dr. Ben's Miracle: Triumph Over Terminal Cancer


By Benjamin R. Sanidad Jr with Cecil Murphy

Hartland Publications, 2001

One beautiful March morning in 1996, Dr. Benjamin R Sanidad, Jr., 51 began the darkest journey of his life. He collapsed while administering anesthesia for surgery at Marion General Hospital. When a friend/colleague looked down an endoscope into Dr. Sanidad's stomach, his eyes filled with tears. By then, Dr. Sanidad writes, "I was ready to hear the diagnosis. But I was not as ready to hear the location." It was cancer of the esophagus, a disease usually fatal within months.

Resigned to die, Dr. Sanidad accepted treatment to appease his colleagues. He tried to pray asking God to draw his family closer. "I didn't even know if God had heard me," he writes. But, after surgery, something changed in Dr. Sanidad. With the support of family and friends, he began to fight for survival. He refused chemotherapy and opted for an alternative, natural treatment. He also renewed and deepened his faith in God. Four years later, Dr. Sanidad returned to work.

http://www.amazon.com/Choosing-Live-Miracle-Triumph-Terminal/dp/0972098208/ref=sr_1_1?ie=UTF8&s=books&qid=1301145541&sr=1-1

Baesa Reunion Song

Words by Ric Suban
(Tune:  "It's A Small, Small World")
https://www.youtube.com/watch?v=EgQejd14wKs


Mga kababayan at kanayon araw na naman ng pagtitipon;
Ating pagyamanin, magandang tradition, ang Baesa reunion.

Coro: Sa reunion tayo na at doon ay magsaya,
Mag-relax, mag-potluck na magkakasama.

Ano man ang gawain sa buhay, magdescanso ng di manglupaypay;
Ang hirap at pagod kung panay na panay, hadlang din sa tagumpay.

Easy lang sa 'yong pagpapayaman, sa hanap-buhay ay dahan-dahan;
Hilig karangyaan, utang tambak naman, buhay ay hindi ganyan.

Sa ating bayan may kasabihan, di man hanapin ang kapalaran;
Dudulog, lalapit at matatagpuan, worry di kailangan

Happiness tunay na makakamtan,sa kilalang mga kaibigan;
Makipagkamayan, makipagkwentuhan, makipaghalakhakan.

Kung matapos na ang kasayahan, bagong energy ang makakamtan;
Sigla ng katawan, peace ng kaisipan, taglay kinabukasan.

AUPBylaws Committee Report

On behalf of the AUPBylaws Committee on FB

I hope this online committee conversation/work bee has been satisfactory to all of you. Let me summarize in my own words a number of suggested amendments and policy recommendations to the AUP constituency:


1. Increase the number of constituents. Seventh-day Adventist polity being of global and representative character, let all the duly-elected delegates to the NPUC’s regular quinquennial session and, between regular sessions, all duly-elected delegates to NPUC’s annual meeting plus additional constituents who shall be appointed by the NPUC Ex Com to include but not limited to faculty, alumni, students and the Directors of Education of NPUC’s local missions/conferences to represent and compose AUP’s constituency.

2. Increase to half of the total board membership the number of non-denominationally employed trustees to comply with the Revised Code’s recommendation with respect to the proportionate representation of Executive Directors/Trustees, on the one hand; and Non-Executive Directors/Trustees and Independent Directors/Trustees, on the other hand. Further, to let all non ex-officio trustees to serve for a 3-year term so that a third of their number shall be replaced by another group of trustees every 3 years.

3. Clear separation of the composition of the board from that of management in order to preserve the integrity of the board.

4. For the board to review the need for an Ex Com that performs the exact same board functions; and to consider replacing the Ex Com with a number of standing or ad hoc advisory committees whose duty is recommendatory to the board. One such standing committee the board may consider appointing is a Constitution and Bylaws Committee composed of three (3) members of the board that shall include one Independent, Non-Executive, Non-denominationally employed trustee.

5. In the event the board decides not to re-elect an incumbent CEO/president or when the same has been removed for cause before the end of the 5-year term, to make it mandatory for the board, prior to electing a new CEO/president, to begin a formal Search process with the appointment of an ad hoc committee that shall perform its assigned duty for a specified period and given a deadline to submit its report to the board.

6) For the board to adopt the publication and use of a Policy Handbook that contains rules and regulations the board has enacted from time to time for the guidance of its members to preclude the need to keep on revising the Constitution and Bylaws. In addition to a copy of the AUP Corporation Articles and Bylaws, a Board Policy Handbook shall contain instructions with respect to:

a) Proxy representation and voting; b) teleconferencing and use of internet social networking sites for committee work; c) denominational employee, non-denominational employee classification equivalent to the Executive Director/Trustee, Non-Executive and Independent Director/Trustee distinction in the Revised Code; d) board decisions with respect to the number of faculty, student, alumni and non-alumni trustees that fit each category under c); e) how the 3-year term cycle works with respect to each non ex-officio trustee, whether they’re denominational or non-denominational employee; f) citizenship and residence requirements for a specified number and category of trustees based on relevant Constitutional provisions and in line with stipulations of the Corporation Code and the SEC Revised Code.
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