2011 AMENDED ARTICLES

Voted 31 January 2011

AMENDED ARTICLES OF INCORPORATION

OF THE

ADVENTIST UNIVERSITY OF THE PHILIPPINES

OF  SEVENTH-DAY ADVENTISTS, INC.

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

KNOW ALL MEN BY THESE PRESENTS:

            That the undersigned incorporators, all of legal age and residents of the Philippines, have this day voluntarily agreed to form a non-stock and non-profit educational corporation under the laws of the Republic of the Philippines.

WE HEREBY CERTIFY:

            FIRST:     That the name of this corporation shall be “Adventist University of the Philippines of the Seventh-day Adventists, Inc.”

            SECOND:       That the purposes for which the said corporation is formed are:  to advance by all proper and legitimate agencies and means the cause and kingdom of Jesus Christ, to teach the everlasting gospel of our Lord and Savior Jesus Christ and the commandments of God, to afford special opportunity to men and women to become acquainted with the mission fields of the world, and to be educated and trained in such branches and methods as will best fit them for successful work in the same, to promote the principles of true Christian Adventist education, and to provide proper facilities for the harmonious development of the physical, mental, social, and spiritual powers of mankind.   More particularly its purposes and objects are:  (1) to establish and maintain a boarding institution of learning  where  thorough  and  systematic  instruction  shall  be  given in the arts  and sciences for which the usual diplomas may be awarded and degrees and honors conferred such as pre-school, elementary, secondary, tertiary graduate and post graduate programs, continuing/lifelong education, technical skills programs, and the like; (2) to establish and/or operate satellite/extension campuses elsewhere in the Philippines and in other countries as may be permitted by the local laws and the laws of the host country; (3) to operate review centers; (4) to provide opportunity to teach students the dignity of labor through practical and meaningful work education; (5) to receive loans, donations, gifts, and deposits of money; (6) to issue notes; to acquire, possess, and hold titles to real, personal properties, and other estates, either in trust, or otherwise, by gift, bequest, devise, or purchase, and (7) own buildings and lands, as permitted by the laws of the Republic of the Philippines and facilities to be connected with instruction in agriculture, horticulture, mechanics, and other industries, related to academic programs and to engage in certain activities relevant to its existence such as but not limited to:  printing press, food factory, water station, cafeteria, stores, and health services and; (8) to have the power to pledge, encumber, sell, and convey the same by such instrument or security or conveyance as may be suitable; it being expressly understood, however, that this corporation is not for personal profit or gain to any individual, but that all its properties and effects must be used and expended in carrying into effect the aims, ends, and objects of its existence.  The members of the Board of Trustees of this corporation shall not receive any compensation, dividends, and income of whatever nature by reason of their membership in the AUP Board.

            THIRD:  That the principal office of the corporation is to be established at Barangay Puting Kahoy, Silang, Cavite, Philippines. 

            FOURTH:  That the term for which said corporation is to exist is fifty (50) years from and after the date of the issuance of the certificate of incorporation.

            FIFTH:  That the names, nationalities, and residences of the incorporators of said corporation are as follows:

Name                   Nationality                 Residences

Abner S. Roque            Filipino         NPUM Compound, Donada St., Pasay City

Nepthali J. Mañez         Filipino         NPUM Compound, Donada St., Pasay City

Romero A. Daquila        Filipino        NPUM Compound, Donada St., Pasay City

Nelson G. Castillo          Filipino        NPUM Compound, Donada St., Pasay City

Gladden O. Flores         Filipino        AUP Campus, Puting Kahoy, Silang, Cavite

Miriam P. Narbarte        Filipino       Sta. Rosa Village, Sta. Rosa, Laguna

Robert A. Borromeo      Filipino       AUP Campus, Puting Kahoy, Silang, Cavite

Arden B. Perdon           Filipino       AUP Campus, Puting Kahoy, Silang, Cavite

Bibly L. Macaya           Filipino       MAMC, San Juan St., Pasay City

Salvador T. Molina        Filipino       Naga View Adventist College, Panicuason, Naga City

Nestor C. Rilloma          Filipino      NLAC Compound, Artacho, Sison, Pangasinan

Carmelito U. Galang, Jr.  Filipino      20 Cor. Gov. Pascual, Malabon City

Hermogenes C. Villanueva    Filipino       SCLC Compound, San Pablo City

Reuel E. Narbarte      Filipino     Sta. Rosa Village, Sta. Rosa, Laguna

Robin A. Saban          Filipino     AUP Campus, Puting Kahoy, Silang, Cavite

            SIXTH:  That the membership of this corporation shall consist of all the ex-officio members of the North Philippine Union Conference (NPUC) Executive Committee, the incumbent presidents of the AUP Alumni of Western North America (AWESNA), Eastern North America Alumni Chapter (EASNAC), and the AUP Alumni Mother chapter, and not more than eighteen (18) members of the Seventh-day Adventist Church who shall be chosen by the North Philippine Union Conference NPUC Executive Committee at any regular or special meeting duly called for such purpose.

            SEVENTH:   That the affairs, business and property of this corporation shall be governed and managed by a board of fifteen (15) trustees.  Such trustees constituted as Board of Trustees, duly elected as such and who are to serve until their successors are elected and qualified as provided for in the by-laws are as follows:

 Name                     Nationality                   Residences

Abner S. Roque         Filipino           NPUM Compound, Donada St., Pasay City

Nepthali J. Mañez        Filipino         NPUM Compound, Donada St., Pasay City

Romero A. Daquila        Filipino       NPUM Compound, Donada St., Pasay City

Nelson G. Castillo          Filipino       NPUM Compound, Donada St., Pasay City

Gladden O. Flores         Filipino        AUP Campus, Puting Kahoy, Silang, Cavite

Miriam P. Narbarte        Filipino        Sta. Rosa Village, Sta. Rosa, Laguna

Robert A. Borromeo      Filipino       AUP Campus, Puting Kahoy, Silang, Cavite

Arden B. Perdon           Filipino        AUP Campus, Puting Kahoy, Silang, Cavite

Bibly L. Macaya           Filipino        MAMC, San Juan St., Pasay City

Salvador T. Molina        Filipino        Naga View Adventist College, Panicuason, Naga City

Nestor C. Rilloma          Filipino         NLAC Compound, Artacho, Sison, Pangasinan

Carmelito U. Galang, Jr.    Filipino       20 Cor. Gov. Pascual, Malabon City

Hermogenes C. Villanueva     Filipino     SCLC Compound, San Pablo City

Reuel E. Narbarte      Filipino     Sta. Rosa Village, Sta. Rosa, Laguna

Robin A. Saban        Filipino      AUP Campus, Puting Kahoy, Silang, Cavite

                EIGHTH:   The University shall be supported and maintained by whatever amount it may obtain from fees and any other sources of funds as stated in the second article. 

            NINTH:  That the corporation shall enjoy all the rights, privileges, and immunities, and exercise all the powers and authorities now conferred, or which may hereafter be conferred by the laws of the Republic of the Philippines, upon corporations of a similar kind and nature.

Name                          Signature                 T I N

ABNER S. ROQUE                         # 132 614 951
NEPTHALI J. MAÑEZ               # 120 508 418

ROMERO A. DAQUILA        # 139 970 155

NELSON G. CASTILLO              # 181 759 812

GLADDEN O. FLORES            # 101 136 157  

MIRIAM P. NARBARTE          # 129 757 512

ROBERT A. BORROMEO         # 129 756 475

ARDEN B. PERDON               # 129 757 730

BIBLY L. MACAYA               # 112 163 477

SALVADOR T. MOLINA         # 134 456 664

NESTOR C. RILLOMA              # 159 074 184

CARMELITO U. GALANG JR.          # 132 613 927

HERMOGENES C. VILLANUEVA    # 131 091 986

REUEL E. NARBARTE           # 129 757 520

ROBIN A. SABAN       # 210 033 751

Signed in the presence of:

___________________________         ________________________

Republic of the Philippines)

                                           )s.s.

            BEFORE ME, a Notary Public in and for ___________________ Philippines, this ____ day of _______________, 2009, personally appeared:          

 Name                              CTC No.        Date and Place of Issue

1.     Abner S. Roque          12544490          Jan. 26, 2009/Pasay City

2.     Nepthali J. Manez       12546444          Feb. 03, 2009/Pasay City       

3.     Romero A. Daquila      12544492          Jan. 26, 2009/Pasay City

4.     Nelson G. Castillo        12544491          Jan. 26, 2009/Pasay City  

5.     Gladden O. Flores        19957393          Jan. 10, 2009/Silang, Cavite

6.     Miriam P. Narbarte       25013001          Jan.  9, 2009/Sta. Rosa City

7.     Bibly L. Macaya          12536513         Jan. 15, 2009/Pasay City      

8.     Salvador T. Molina        13735781          Jan. 19, 2009/Naga City    

9.     Nestor C. Rilloma          10860318          Jan. 29, 2009/Sison, Pangasinan      

10.   Carmelito U. Galang, Jr.    14983266          Jan. 9, 2009/Malabon City

11.   Robert A. Borromeo      1995390            Jan. 16, 2009/Silang, Cavite       

12.   Arden B. Perdon           19968818          Feb. 9, 2009/Silang, Cavite      

13.   Reuel E. Narbarte         25013002          Jan. 9, 2009 /Sta. Rosa City  

14.   Robin A. Saban       19958314          Jan. 8, 2009/Silang, Cavite      

15.   Hermogenes C. Villanueva   14387996    Jan. 14, 2009/San Pablo City

All known to me and to me known to be the same person who executed the foregoing Articles of Incorporation and they acknowledge to me that the same is their free and voluntary act and deed.

            IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my notarial seal on the said date and at the place first above written.

                                                                                   

Doc. No. _____:

Page No. _____ :

Book No. ____ :

Series of 2009.

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