AUP, Inc. 2009 Articles and By-laws

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.”

SIXTH: That the membership of the corporation shall consist of the ex-officio members of the North Philippine Union Conference Executive Committee, and not more than fifteen (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.

SEVENTH; That the affairs, business and property of the 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:

ARTICLE I

CONSTITUENCY FORMATION, ELECTION OF BOARD MEMBERS
AND ADMINISTRATIVE OFFICERS

Section 1. After the regular quinquennial session of the North Philippine Union Conference (NPUC) – the mother institution and governing body of all Seventh-day Adventists organizations within Luzon, Batanes, Mindoro, and Palawan areas, including herein Adventist University of the Philippines (AUP), 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. However, the incumbent Presidents of various AUP alumni groups like the Alumni of Western North America (AWESNA), Eastern North America Chapter (EASNAC), the mother alumni chapter and Southern Asia Pacific Division (SSD) Educational Director are regular non-voting invitees.

Section 2. 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 Trustes all of whom shall hold office for a term of five (5) years, and until their successors are elected and qualified. If a trustee ceases at any time to be a member in good and regular standing in the Seventh-day Adventist Church, he shall thereby cease to be a trustee. The same rule of disqualification shall apply to all members of the constituency.

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 (SCLC), together with an alumni representative from the North American Alumni association, are eligible for election as trustees of the AUP Board. Once elected, their term of office as AUP trustee, except for the alumni representative, shall be co-terminous with the tenure of their position/office in NPUC, CLC, and SCLC.

Section 3. The election of the (15) members of the AUP Board of Trustees shall be done by providing 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 votes getters shall be proclaimed elected. Absent constituency are disqualified from being elected.

Section 4. 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 administrators, all of whom shall serve for a term of five years (except those mentioned in Section 1, Article VIII of the By-Laws), unless removed by the Board for cause before the expiration of their respective terms, or until their successors are elected and qualified. Should removal for cause occur, the substitute elected to fill the vacancy shall serve only the unexpired term.

Section 5. Upon recommendation of the Administrator’s Committee (ADCOM) whose quorum for the purpose of making such recommendation is sufficient although only four (4) university institutional administrators are present in a meeting for the purpose, the other subordinate university officers and heads of schools and departments shall be appointed by the Board of Trustees which may delegate such functions to the Executive Committee of the Board (EXCOM).

ARTICLE V
THE EXECUTIVE COMMITTEE OF THE BOARD

Section 1. There shall be an Executive Committee of the Board (EXCOM) to consist of eleven members of the Board of Trustees, SSD Education Director, faculty and student representatives and regular invitees as said Board may designate, which shall exercise such powers between the meetings of the Board of Trustees.

Section 2. At any meeting of the Executive Committee of the Board, seven (7) members shall constitute a quorum for the transaction of any business.

Article VI
OFFICERS
Section 1. Officers - 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.

ARTICLE VII
FUNCTIONS AND POWERS OF THE OFFICERS
Section 3. The President – The President shall be the Chief Executive Officer of the corporation and shall exercise general 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.

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
MISCELLANEOUS MATTERS

Section 2. Amendment of By-Laws. These By-Laws may be amended, repealed or altered in whole or in part by the affirmative vote of a majority of the members of the Constituency and by a majority vote of the Trustees at any regular or special meeting duly held for the purpose.

The "Ambassadors"

The Origin of the Name "Ambassadors"

by Ray Puen

So you thought you knew the origin of the name "Ambassadors" as in AUP’s official singing group? I thought I did, too.

But I recently learned that it antedates the missionary term of Elton Wallace when he formed the male chorus in 1957 that bore the name Ambassadors. Years later, after he furloughed, the choir was transformed into a full SATB (mixed) choir.

At certain points in their concertizing, they would occasionally acknowledge their beginnings as a male chorus. This was brought up at their 50^th anniversary concerts in AUP and abroad. It all seemed very credible. Former Ambassador Homer Mendoza cites this beginning at all Ambassador concerts here as he has the privilege of announcing part of their concert repertoire. We have become attuned to it. And there’s nothing wrong with believing this genesis of the choral group. To a certain extent, it will always be, since the name and organization did have continuity from 1957 to the present.

But I've discovered that an event that predates the 1957 formation of the male chorus identifies the true beginning at least of the name, if not the group. I owe this bit of exhumed information to Dr. Art Roda, the only living link with the events I’m about to share with you.

P.U.C. Male Chorus, 1935 with Professor O. A. Blake

Upper row, L-R:  Eduardo Roda, Romeo Brion, Vicente Villanueva, Jose Diaz, Professor O. A. Blake, Abner Jornada, Silvino Kabigting, Eugenio Capobres, Serafin Flores, Antonio Lazaro; Lower: Leopoldo Gaje, Jose Montalban, Basilio Bautista, Luceno Quirante, Honesto Pascual, Edward L. L. Pan, Rigoberto Antonio, Romulo Ferrer, Sofronio Pirote, Reuben Manalaysay. (ID courtesy of Dr Art Roda)

P.U.C. Male Chorus, 1935
Center, seated: Lydia Cruz, pianist

Before the Second World War, Honesto Pascual, Sr. organized a male quartet which was widely referred to as the Senior Quartet (this curious term will make sense when you learn that another quartet was named the Junior Quartet). Members of these quartets were upper division students, seniors and juniors at Philippine Union College. Included in the senior quartet were Honesto Pascual, Luceno Quirante, Pablo Poblete and Silvino Decena.

After the war, only the Junior Quartet survived, composed of Dionisio Bautista who sang 1^st tenor, Elias Umali and Napoleon Imperio taking turns at 2nd tenor, Alfonso P. Roda who sang baritone and Gershon Brion who sang bass. After all of the Junior Quartet had graduated, they stayed together as a singing unit and Alfonso suggested that the name be changed to Ambassadors.

Two substitutions were made in Flaviano Dalisay, Jr. who became their first true bass voice, moving Gershon Brion to baritone, and the second tenor position was vacated by the Umali/Imperio tandem to make room for Arturo Roda, who sang 1^st tenor, while his older brother Alfonso moved up to 2^nd tenor. This became the original “Ambassador Quartet.”

They sounded good enough in a music-bereft community to make them sparkle as the “star” group on campus. So good as a matter of fact that Pastor Romulo booked them for his evangelistic meetings. But after a season of performance exposure around in the surrounding churches, the group was about to be broken up. Arturo was getting ready to move on to medical school so Gershon Brion thought it would be a good idea to record this group before it broke up.

Gershon made arrangements with DZMB to record some of the Ambassador repertoire. Alex Lacson, the recording engineer liked their vocal quality and recommended them for a weekly half hour program which they named the Chapel Hour. This became the first religious radio broadcast in the Philippines. After the group broke up, the program was offered to PUC and it was expanded to an hour’s program. During that transition, the male quartet became a mixed quartet with Sally Magdamo singing soprano and Minerva Arit singing alto. Flaviano Dalisay, Jr. stayed on to sing bass and Dionisio Bautista sang tenor.

Men, L-R: Pablo Poblete, Enrique Tauro, Gershon Brion and Gideon Pilar
Women, L-R:: Betty Diaz, Norma Tauro, Minerva Arit

By this time they were known as the Chapel Hour Quartet. But the name Ambassadors, used however briefly, experienced a renaissance when Elton Wallace organized a male chorus his first year on campus as a missionary. One of his recruits was his buddy and fellow school faculty member Alfonso Roda.

Standing, L-R: Romeo D. Brion, Paz Milaor Poblete, Alfonso P. Roda, Luz Santos Arcilla
Seated: Emilia G. Manalaysay

When it came time to name the group, Alfonso very naturally suggested Ambassadors and Elton liked it. It stuck. But no one really knew its beginnings until Alfonso’s younger brother Arturo reminisced about this in a recent interview. He is the only living connection between the quartets on both sides of the world war and today’s edition of the Ambassadors.

Upper, L-R:  Ben Siagian, Marciano Santiago, Jr., Nehemias Barnedo, Bert Moreno, Pangarisan (Paul) Sitompul, Epifanio (Nonoy) Alano, Alfonso Roda, Ricardo Salamante, Saw Eng Chuan, Arthur Kong, Gershon Brion;

Lower, L-R: Artemio Elumir, Daniel Alfanoso, Gerundio Ellacer, Nestor Zamora, Elmore Jornada, Elton H. Wallace, Edward Pan, Raymond Puen, Armando Espiritu, Juanito Villagomez, Domingo Villagomez

1957 P.U.C. Ambassadors Men's Chorus with Elton H. Wallace

Photo courtesy of Eunice M. Jornada

Now you know where “Ambassadors” came from. And now you know the rest of the story.

http://filadnet.blogspot.com/2011/07/aup-ambassadors-choir-of-world.html

JOINT VENTURE AGREEMENT: Campus Estate Development of The Adventist University of the Philippines

Adventist University of the Philippines 2004

Puting Kahoy, Silang, Cavite

The AUP Campus Estate Subdivision Project: JOINT VENTURE AGREEMENT

JOINT VENTURE AGREEMENT
by Save Aup on Wednesday, September 29, 2010 at 5:21am
http://www.facebook.com/note.php?note_id=106304022767603

Know all men by these presents:

This Joint Venture Agreement (“Agreement” for brevity), made and entered into this 18th day of December 2009 at Silang, Cavite by and between:

Adventist University of the Philippines, a religious educational institution duly recognized and existing under and by virtue of the laws of the Republic of the Philippines with office address at Puting Kahoy, Silang, Cavite, represented in this act by its President, Dr. Gladden O. Flores, hereinafter referred to as the OWNER,

-and-

Wilper Construction, Inc., a corporation duly organized and existing by virtue of the laws of the Philippines, with principal office address at Suite 210, Eagle’s Court Condominium, No. 26 Matalino St., Diliman, Quezon City, represented in this act by its President, Engineer Wilfrido Castor, hereinafter refeerred to as the DEVELOPER.

WITNESSETH: That –

Whereas, the OWNER is an assignee of several parcels of land from the North Philippine Union Conference Corporation of the Seventh-day Adventists, situated in Puting Kahoy, Silang, Cavite of the Register of Deeds of Tagaytay City, more particularly described as followed, to wit:

Transfer Certificate of Title
No. T—72512 …containing an area of TWO HUNDRED SEVENTY THREE THOUSAND SEVEN HUNDRED THIRTY FIVE (273,735) SQ METERS, more or less.

Transfer Certificate of Title
No. T—72520 …containing an area of SIXTY THREE THOUSAND EIGHT HUNDRED NINETY-NINE (63,899) SQ METERS, more or less.

Transfer Certificate of Title
No. T—72514 …containing an area of TWENTY-SIX THOUSAND SIX HUNDRED TWENTY-FIVE (26,625) SQ METERS, more or less.

Transfer Certificate of Title
No. T—72521 …containing an area of ONE HUNDRED SIXTY THOUSAND TWO HUNDRED TWENTY-FIVE (160,225) SQ METERS, more or less.

Transfer Certificate of Title
No. T—78206 …containing an area of THREE HUNDRED TWENTY-FOUR THOUSAND FIVE HUNDRED SEVENTY-NINE (324,579) SQ METERS, more or less.

Whereas, the above parcels of land will form part of a 27-hectare subdivision development.

Whereas, the DEVELOPER is engaged in construction business and development of subdivisions.

Whereas, the OWNER has accepted the offer of the DEVELOPER to have portions of the aforementioned property converted into an exclusive residential subdivision.

NOW THEREFORE, for an in consideration of the foregoing and of the stipulations herein contained, the parties have agreed as follows:

1. That the DEVELOPER shall, at its own expense survey and prepare the subdivision plans, engineering designs, and such other plans in accordance with the rules and regulations or as required by Housing and Land Use Regulatory Board (HLURB), Bureau of Lands, and such other government agencies that regulate or control or may hereinafter regulate or control the construction and development of residential subdivisions;

2. That the DEVELOPER shall secure and pay at its own expense for all the necessary licenses plus the cost of the required bond, permits, approval from the Local Government, HLURB, MERALCO and all other government agencies having authority on residential subdivision with full cooperation by the OWNER;

3. That the DEVELOPER shall provide at its own expense all the materials, equipment, labor and services in the development of the said parcel of land into a residential subdivision all in accordance with the subdivision plan and with the plans and specifications and design standards approved by the OWNER and HLURB; The common facilities and amenities shall consist of a clubhouse containing a social hall, game room, function rooms, gym, and showers/lockers, plus a chapel, basketball and volleyball courts, tennis courts, adults’ and children’s swimming pools, children’s playgrounds, and fully-landscaped parks in open spaces around the entire project. Other project amenities/facilities include a central entrance plaza with guardhouse, two minor gates, access road from the highway to the subdivision with the OWNER providing the right of way, perimeter fence, centralized water supply system, tree-planting along the main roads, and street-lighting;

4. That the DEVELOPER’s obligation to develop the property shall commence immediately upon the peaceful transfer of custody of the said property, and upon procurement of DAR conversion or exemption clearance, which shall be the responsibility of the negotiator, Dr. Tomas A. Meneses Jr., however, the OWNER shall shoulder all expenses related for its procurement. The OWNER guarantees peaceful possession of the same and will shoulder all disturbance compensation due to all occupants, squatters, or tenants. However, the initial area to be developed shall be the areas covered by TCT-T-72512 and TCT-T-72514 as they are not under lis pendens. Moreover, priority of development shall be Phase 1-A and Phase 1-B. The development of the other areas under lis pendens (TCT-T-72520, TCT-T72521, and TCT-T-78206) shall follow after the lis pendens case shall have been settled.

5. That the DEVELOPER guarantees completion of the development work, which include among others, roads & bridges; sewage treatment plant (STP); culverts & drainage system; perimeter fence; and amenities as enumerated in paragraph No. 3, except for the completion of electrical facilities which is solely MERALCO’s responsibility, if not prevented by force majeure or fortuitous event or by competent authority, within three (3) years from the date of procurement of the development permit from the Local Government Unit (LGU). Force majeure or fortuitous events shall include wars, serious calamities, very serious dearth of construction materials and other similar events that shall hamper pursuit of development. Provided that, the period for securing approval of the development permit from the LGU shall be within one (1) month from the procurement of the DAR exemption clearances or conversion order;

6. That the OWNER or any of its designated representatives shall have the right to inspect the subdivision to determine compliance by DEVELOPER of its development obligation under this Agreement;

7. That the OWNER agrees to partition to the DEVELOPER fifty-five percent (55%) of the net saleable area, while the other forty-five (45%) shall constitute the share of the OWNER in accordance with a segregation and division of titles as return of their respective investments in the project. The parties shall mutually agree in the selling price of the lot per square meter. However, the parties may review the selling price on a quarterly basis or whenever necessary, during and after the development of the project. The partition of the subdivision into lots among the DEVELOPER and the ONWER, shall be shaded in identifying colors by lots in the approved development plan;

8. Should the project be covered by Section 18 of RA 7279 (Socialized Housing), and the OWNER desires to avail of the same, it shall provide for an alternative area where the compliance for socialized project could be met, and the DEVELOPER shall then develop the area, with the same sharing scheme of 55%-45%. Even if it were not so, still the OWNER agrees for the allocation of a socialized housing site within the subject property under the same sharing arrangement of 55%-45%.

9. All roads and open spaces shall be co-owned by the parties prior to their turn-over to the local government unit (LGU) or Homeowners Association. However, its maintenance and upkeep shall be for the account of the DEVELOPER prior to their turn-over to the concerned LGU or Homeowners Association. All real estate taxes pertaining to the said roads and open spaces shall be paid in accordance with the sharing agreement (55%-45%) during the period of co-ownership. The parties, their agents and assigns, shall have the perpetual rights to the use of the roads free of charge; however, when the same are utilized for ingress/egress to/from the adjacent properties or servient estates, the conditions for the use of the roads shall be subject of a separate agreement between the parties. With respect to the use of water system/water and electrical connection, the same shall only be allowed upon proper payment of the usual charges/fees;

10. That upon approval of the subdivision plan by the Bureau of Lands, the OWNER shall execute a Deed of Assignment in favor of the DEVELOPER, and the individual owner and their respective assignees so that titles covering the shares of the DEVELOPER and individual owner shall already be registered in their names. Once segregated, the DEVELOPER shall simultaneously execute a Deed of Conveyance of its share in favor of the OWNER, for those unearned lots to be determined by the OWNER (not covered by its accomplishment at the time of the segregation of the titles), but such Deed of Conveyance shall not be registered but shall only be for safekeeping to guarantee the compliance of the DEVELOPER of its obligations as herein indicated. The same Deed of Conveyance shall be used and registered by the OWNER, in case of termination of this Agreement;

Upon approval of the subdivision plans by the Land Management Bureau and prior to segregation, the parties agree to allocate and distribute amongst themselves and their assignees the resultant saleable lots corresponding to their percentage interest in the project. The parties may reserve certain lots for themselves and not to be marketed through the chosen marketing firm/entity. The proceeds of lot sales shall be remitted immediately to the parties. The creditable withholding tax (CWT) or capital gains tax, shall be for the account of the selling party, while the documentary stamp tax, VAT if any, and registration expenses and transfer fees, shall be for the account of the buyer;

11. That the DEVELOPER shall be solely liable and responsible to the government agencies concerned, lot buyers and/or third parties for the conduct of the development project and for whatever violations of rules or standards related to the development of the proposed subdivision pending formal transfer to the proper government agencies or Homeowners Association of road lots, open spaces and common facilities;

12. That upon issuance of a License to Sell by HLURB, the parties may immediately start selling the subdivided lots based on the price and terms/conditions agreed upon by the parties;

13. The OWNER and the DEVELOPER shall agree on the identification and distribution of lot shares more or less consistent with agreed sharing ratio. The titles are to be held in custody by the Bank of Commerce and/or Philippine Veterans Bank, the appointed escrow bank, and shall be released to the buyers only upon Joint Approval and Signature of the representatives of the DEVELOPER and the OWNER. Further, the said titles shall in no way be mortgaged;

Upon release of the individual titles of the subdivision lots, the same together with the Deed of Conveyance, shall be placed in the custody of Bank of Commerce and/or Philippine Veterans Bank. Withdrawals of such titles shall be made only for the disposal of the loots [sic] to direct buyers and for no other purpose and shall be done by way of the joint signatures of the duly designated representatives of the DEVELOPER and the OWNER. However, with respect to those titles which are identified before hand by the parties, as reserved, and not included in the sale, the same shall forthwith be released to the parties concerned (subject to the provisions of paragraph No. 10 hereof pertaining to the execution of Deed of Conveyance);

14. All taxes and expenses for the transfer of titles in favor of the OWNER and/or DEVELOPER or their assignees, shall be for their respective exclusive account. Expenses for the segregation of individual titles from the original title ad issuance of corresponding tax declarations shall be for the account of the DEVELOPER. Upon execution of this Agreement, the real estate taxes shall be shared on a 55%-45% basis by the DEVELOPER and the OWNER, respectively. Once segregated, real estate taxes shall be shouldered by the respective owners, while real estate taxes on road lot and open spaces shall be shared by the parties on a 55%-45% basis prior to the turn-over to LGU or the Homeowners Association;

15. That this Agreement shall be annotated in the Transfer Certificates of Title of the above-mentioned parcels of land at the expense of the DEVELOPER after the issuance of the Development permit and such annotation shall be cancelled by the Register of Deeds upon written notice jointly signed by both parties or their duly authorized representatives that the said title/lot has already been sold, transferred or assigned to a third party, or upon completion of the project. In case of termination/cancellation of this Agreement, the annotation shall be cancelled by the Register of Deeds by mere notice of the OWNER only;

16. The DEVELOPER shall construct, based on model units, a housing component, when requested by the buyer, for lots purchased. The share of the OWNER shall be ten percent (10%) based on the gross selling price for the housing unit;

17. The concerned parties, DEVELOPER and OWNER, shall be the individual signatories of their corresponding lots, in contracts to sell, whether for lots only or for a house and lot package, for their shares of lots under the 55%-45% sharing agreement;

18. That both parties shall have uniform sales or marketing policies, including prices of lots and terms and conditions of sales contract, including all restriction to be annotated on each lot. The OWNER and the DEVELOPER shall appoint a marketing organization to market and sell the saleable lots and/or house and lot packages to qualified buyers at a marketing fee of 10% for AUP regular buyers and 15% for non-AUP buyers. The appointed marketing group will be allowed to appoint sub-agencies and/or capable members of the Adventist community to be sub-agents subject to the approval of the OWNER. In addition, selling of lots and/or house and lot package shall be opened only to members of the Seventh-day Adventist Church and AUP Alumni for Phase1-A and Phase 1-B, for the first two (2) years while the rest shall be opened to the public. The DEVELOPER as a marketing support, among others, shall construct at least five (5) prototypes of model house within the proposed subdivision. The model houses can later be sold to interested buyers. The marketing arrangement amongst the OWNER and the DEVELOPER and the appointed marketing organization shall be covered by a separate agreement supplemented to this contract;

19. That AUP regular workers and its board members, the legal counsel, and the project negotiator are entitled for a 50% discount on one saleable lot, whether allocated to the OWNER or the DEVELOPER;

20. That in the event either party fails to comply with the terms and conditions aforestated, the aggrieved party shall be entitled to all forms of damages and attorney’s fee plus cost of suit or litigation;

In the event of disputes, conflicts or controversies, by the parties in the implementation of the project and/or enforcement of this Agreement,, the parties agree to exert their best effort to arrive at an amicable settlement with the end in view of accomplishing the intent and purposes of this Agreement and obtaining terms mutually beneficial to all parties concerned. For this purpose, the parties agree to submit to arbitration of their disputes or conflicts pursuant to procedures outlined in RA 9283 or known as “Alternative Dispute Resolution Act of 2004” and/or its implementing rules and regulations;

21. That the OWNER be given a cash advance by the DEVELOPER of ten million pesos (P10,000,000.00). An amount of two million pesos (P2,000,000) shall be released by the DEVELOPED to the OWNER upon signing this Agreement; another three million pesos (P3,000,000) after securing all government permits; and five million (P5,000,000) immediately after the procurement of the HULRD License to Sell;

22. Through the assistance of the DEVELOPER, the SDA church members shall be pre-qualified by the Home Development Mutual Fund (HDMF) or Pagibig Fund, in order that said purchases will be coursed through the Pagibig Loan Program, thereby paying off the obligations incurred by the DEVELOPER from its funding bank;

23. That no terms, conditions, or stipulations in this agreement shall be deemed modified or novated, unless it appears in writing and signed by both parties;

24. During the effectivity of this Agreement, the parties shall not be allowed to mortgage the properties as a collateral/security for any loan or credit accommodation that they may obtain from any banking/lending institution or other person/entity to fund or finance the project or for any other purpose whatsoever;

25. That each of the parties herein warrant that their respective participation in this Agreement thru their authorized representative and/or signatory is duly backed up by a corresponding Board resolution to give effect to this Agreement;

26. In every contract or agreement made by the DEVELOPER, reference shall be made to this instrument, and any obligation of the DEVELOPER under or by virtue of this Agreement shall not in any way, be adversely affected by the DEVELOPER’s representations or obligations to third parties;

27. The parties agree to do or cause to be done such acts and execute or cause to be executed any such additional contracts, agreements or document necessary or convenient to give full force to this Joint Venture Agreement;

28. There shall be a Joint Project Management Committee (JPMC) composed of up to four (4) representatives of the OWNER and up to three representatives of the DEVELOPER with Dr. Tomas Alonzo Meneses Jr., as consultant and Dr. Querubin Padilla as Chairman of the committee. The JPMC shall meet twice a month to monitor development including assessment of progress reports, financial and operational matters, and to address any need of the Project. It shall also act as liaison between the OWNER and the DEVELOPER;

29. The Parties agree that the workers, laborers, employees, agents, staff and other personnel, whether regular, contractual or piecework basis, who are employed by the DEVELOPER in the project, shall be the sole responsibility of the DEVELOPER, and that no employer-employee relationship shall ever be construed as being established, expressed or implied by and between the OWNER and the said workers, laborers, employees, agents, staff and other personnel;

The DEVELOPER as an independent contractor defined by law, warrants and undertakes to comply with all labor laws pertaining to wages ad benefits due to the workers of the project. The DEVELOPER further undertakes to submit to the OWNER upon completion of the project, an affidavit that the above obligations due to workers or employees hired for the project and/or claim of suppliers or contractors in the project, have been settled in full by the DEVELOPER;

30. The DEVELOPER shall hold the OWNER and all its officers, agents and representatives free and harmless from any liability whatsoever, including but not limited to the claims of workers//employees, suppliers of equipment and materials and claims for death, injury, and damage to property from third persons or entities in connection with the implementation of the project and the enforcement of this Agreement, as well as for violation of the laws and of rules and regulations governing the development of the project;

31. The OWNER has the right to rescind, terminate or cancel this Agreement without need of judicial action in case of default by the DEVELOPER as stipulated hereunder and when the DEVELOPER fails to remedy or cure such defects to the satisfaction of the OWNER within the period stated hereunder—

a. Failure to complete the project within the time frame as stated herein, and despite the lapse of an extension given which shall not be more than six (6) months from the expiration of the period to develop, except in cases of stoppage of work due to force majeure or fortuitous event.

b. Any material violation by the DEVELOPER of the provisions or conditions of this Agreement and other related Agreements.

In the event of default or negligence by the DEVELOPER, the OWNER, may, by written notice to the DEVELOPER, cancel this JVA, in which event, the DEVELOPER shall forfeit its remaining interest or unbilled interest in the project, and shall be further liable to pay the OWER [sic] such amount of damages as maybe proven. It is understood that all unbilled titles or interest shall be released and forfeited in favor of the OWNER. However, if the cancellation or termination is not imputable to the fault or negligence of the DEVELOPER, the OWNER shall pay and settle within thirty (30) working days upon billing, whatever work, improvement and/or development that DEVELOPER has instituted or done on the project.

32. The DEVELOPER agrees to advance any and all expenses that may be due from the OWNER as their share of expenses in the project as elsewhere agreed upon in this contract, including the cash advance stated in No. 20 and that said cash advance shall be paid back to the DEVELOPER out of the first proceeds of the sale of the lots allocated to the OWNER;

33. The following restrictions must be observed by the project workers and enforced by the DEVELOPER:

A. No construction work whatsoever, including marketing efforts shall be conducted within the AUP Compound during Sabbath. Sabbath starts at sundown of Friday and ends at sundown of Saturday.

B. No smoking or drinking alcoholic beverages shall be allowed to workers within the AUP compound. All kinds of forbidden drugs, depressants or uppers, marijuana, cocaine, shabu and any other drug prohibited by the Dangerous Drugs Board are absolutely prohibited within the AUP premises.

C. Food served by the concessionaire canteen serving construction workers should not contain pork, dishes made blood of any animal such as dinuguan, or dishes from any marine scavengers such as crustaceans or crabs, lobsters, shrimps, all kinds of shellfish, and all kinds of fish without scales such as kanduli, hito, and eel.

D. Since construction work will be done in the premises of a University and a Religious Institution, boisterous and rowdy behavior and the use of expletives and indecent language is not permitted.

E. Most of all, and again, since construction work will be done in the premises of a Religious Institution and a University, except for authorized security guards, brining in of deadly weapons such as knives and firearms will not only be considered a major violation of the JVA but shall be reported to police authorities as a crime committed.

F. All units, house and lot package available to AUP employees, faculty members and members of the Adventist Community as well as the public shall have clearance from the Office of the Project Director. All house and lot units sold to Adventist buyers cannot be sold to non-members of the AUP faculty and staff and non-Adventist community. The lots sold at a subsidized price should not be sold to non-faculty members who are not entitled for subsidy. This restriction shall be annotated in the subdivision titles to be issued.

G. All construction workers shall be issued identification cards and shall wear colored-coded T-shirts and shall remain only in the construction area and shall not wander around the campus when their job for the day is done. They should leave the campus premises by 5:00 p.m. and are to return to their place of work at 8:00a.m of the following day. The DEVELOPER can, however, assign at least 3 site-keepers who can stay overnight in the Project Area. These site-keepers should follow all rules, policies and restrictions of AUP. The OWNER reserves the right to send its security personnel, accompanied by the Project Coordinator to do random and periodic checks on the Project Area to see to it that rules and policies and restrictions are followed.

H. All construction workers shall undergo drug tests at the AUP clinic.

I. No students and outsiders are allowed within the construction perimeter area.

IN WITNESS WHEREOF, the parties have hereunto set their hands on the date and at the place first above-written.


WILPER CONSTRUCTION, INC.
DEVELOPER
by:
ENGR. WILFRIDO CASTOR
President

ADVENTIST UNIVERSITY OF THE PHILIPPINES
OWNER
by:
DR. GLADDEN O. FLORES
President


SIGNED IN THE PRESENCE OF:

Mr. Romero A. Daquila
Treasurer, NPUC

Pastor Abner S. Roque
President, NPUC

ACKNOWLEDGED BY SUMAGAYSAY OBIAL & ASSOCIATES

January 13, 2010
Doc No. 451
Page No. 91
Book No. XXXI
Series of 2009

AUP Corporation Amended Articles

AUP AMENDED ARTICLES OF INCORPORATION


(August 1997)



SIXTH: - That the membership of this corporation shall consist of the Ex-officio members of the North Philippine Union Mission Executive Committee, and not more than ten other officials of the Seventh-day Adventist denomination who may be chosen by the said Ex-officio members of the North Philippine Union Mission Executive Committee at any regular or special meeting duly called for such purpose.



SEVENTH: -



Section 1. – 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 until their successor [sic] has been duly appointed are as follows:



Names

Residence



R. R. Figuhr 239 Luna, Pasay, Rizal, P.I.

H. W. Klaser 239 Luna, Pasay, rizal, P.I.

O. A. Blake Baesa, Caloocan, Rizal, P.I.

E. N. Lugenbeal Artacho, Sison, Pangasinan, P.I.

F. A. Mote Iloilo, Iloilo, P.I.

H. A. Mall, M.D. 239 Luna, Pasay, Rizal, P.I.

E. A. Brion Baesa, Caloocan, Rizal, P.I.

L. M. Stump Baesa, Caloocan, Rizal, P.I.

J. L. Cummins 239 Luna, Pasay, Rizal, P.I.

W. B. Riffel Cebu, Cebu, P.I.

F. Dalisay Lucena, Tayabas, P.I.

E. M. Adams 239 Luna, Pasay, Rizal, P.I.

A. C. Same Iloilo, Iloilo, P.I.

Alvaro Roda Rosales, Pangasinan, P.I.



3

= = =

AUP Corporation

Amended By-laws
August 1997

Except as otherwise provided by the laws of the Philippines Islands, the affirmative vote of a majority of the trustees, present at any meeting, at which there shall be a quorum, shall be necessary to, and sufficient for, the adoption of any resolution.

ARTICLE III

EXECUTIVE COMMITTEE

SECTION 1. There shall be an Executive Committee to consist of eleven members of the Board of Trustees as said Board may designate, who shall exercise such powers between meetings of the Board of Trustees as said Board may from time to time lawfully delegate to it.

SECTION 2. At any meeting of the Executive Committee, five members shall constitute a quorum for the transaction of any business.


ARTICLE IV

OFFICERS

SECTION 1. Election of officers – At their organization meeting, the members of the Board of Trustees shall elect from among themselves a Chairman, a Vice-Chairman, a President, a Secretary, a Business Manager, and a Treasurer. The same persons may hold and perform the duties of more than one office, provided they are not incompatible with each other.

SECTION 2. The Chairman – The chairman shall preside at all meetings of the Board of Trustees, and of the members of the corporation.

SECTION 3. The Vice-Chairman – The Vice-Chairman, in the absence of the Chairman, shall preside at all meetings of the Board of Trustees, and of the members of the corporation.

SECTION 4. The President. – The President shall, with the Chairman and Secretary, sign all appointments, contracts, and other documents, the executive [sic] 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.

(3)

SECTION 5. The Secretary. – The Secretary shall, with the Chairman and the President, sign all appointments, contracts and other documents, the execution of which has been authorized by the Board; he shall keep the records of the corporation and shall be the custodian of its corporate seal. He shall keep an accurate record of the minutes of the Board of Trustees, and of the members of the corporation and shall perform such other duties as the Board may prescribe.

SECTION 6. The Business Manager. – The Business Manager shall have direct charge and supervision of all the business and financial activities of the corporation.

SECTION 7. The Treasurer. – The Treasurer shall have charge of the funds of the corporation and shall disburse them pursuan[t] to the instructions of the Board of Trustees. He shall keep proper books of account of the finance of the corporation.


ARTICLE V

MEETINGS OF MEMBERS

SECTION 1. The meetings of members shall be held, not less than once every two years, at the place where the principal office of the corporation is established at such times as the Board of Trustees may designate, notice of which shall be given in writing by the Secretary.

ARTICLE VI

MISCELLANEOUS MATTERS

SECTION1. These by-laws may be amended, repealed or altered in whole or in part, by the affirmative vote of the majority of the members of the corporationa at any regular meeting or special duly called for such purpose.

SECTION 2. The Board of Trustees may from time to time adopt and pass rules and regulations, provided that they are not in conflict with the present by-laws.

SECTION 3. Fiscal year. – The fiscal year of the corporation shall begin on the first day of April in each year and end on the last day of March of the following year.

SECTION 4. Seal. – The seal of the corporation shall be in the form of a circle and shall bear the name of the corporation and the year of its incorporation.

(4)

JOEL EDWARD FEGARIDO (March 17, 1964 - July 24, 2010)

http://link.brightcove.com/services/player/bcpid34619011001?bctid=280744786001

College President's Report 1982-83 to 1985-86: Remembering Alfonso Panis Roda/2

College President's Report 1982-83 to 1985-86
Alfonso P. Roda, Ed.D.

[Adapted from the President's Report to the PUC board and NPUM constituency at the completion of a fifth term and commencing on his sixth term, published in a special homecoming issue of Spotlight on PUC, Vol 2, Issue 1, December 22, 1985.]

Growth, Consolidation and Recognition

Transfer to a New Campus Completed
In our report for the quadrennium 1978 to 1981, we said that the most important event of that period was the completion of the transfer of the institution from Baesa to our new campus in Silang. What a wonderful and challenging period that was. Our report for the quadrennium 1982-1985 may be described no better than these words: Growth, Consolidation and Recognition

Enrollment Losses and Gains
Referring to our report four years ago, the undergraduate college enrollment had gone to a low of 1203. The year 1978 had started with 1323; in 1979, it went down to 1302; in 1980, a further drop to 1287; and in 1981, a low of 1203.

What lay in the future with the transfer completed? I made the bold forecast that the enrollment trend would be reversed from year to year with increased facilities. A growth of 100 to 150 students per year would not be farfetched. I based my forecast on my firm belief that our constituency was supportive of our program and desired their children to gain a Christian education in as favorable an environment as we have in Silang, and that our SDA parents believe in good, solid Christian education and would make great sacrifices to accomplish this goal. The last four years are a fulfillment of this insight. Consider below the enrollment figures from 1982-83 to 1985-86.

First Semester Figures: 1982-83; 1983-84; 1984-85; 1985-86
College 1219; 1284; 1410; 1539
Graduate
Education 46; 38; 34; 35
Nursing 8; 14; 15; 23
Health 30; 42; 60; 71
Secondary 94; 110; 128; 157
Elementary 88; 98; 104; 109

As per above figures, the four years have been years of continuous growth with regard to student population. We praise the Lord and give thanks to our faculty-staff for their wholehearted cooperation in carrying on a quality program.

What about the future? My feeling on this matter is that our facilities (dormitories, classrooms, equipment) have not kept up with the enrollment growth and, therefore, it would be difficult and unwise to maintain the rate of growth of the past four years.

Until we have more facilities, our program might not be able to deliver the goods to a bigger population and might result in poorer quality all around. I therefore believe it would be best to hold growth to manageable limits.

Continuous Upgrading of National Faculty/Staff
The strength of a school is determined to a great extent by the quality of the teachers. We have a good corps of capable, dedicated teachers and staff who have been most cooperative these years. We now have approximately 160 faculty/staff. Of these we have 18 holding doctorate degrees and 41 who have completed their master’s degrees.

A continuous upgrading program is beginning to pay off for our national teachers. During this period, Dr. Ric Salamante came home with a doctorate degree in Health from Loma Linda University. Just recently, Dr Ramon Ulangca came back also from Loma Linda with a doctorate degree in Biology. Dr Bien Mangoba has also completed his doctoral work at Peabody Teachers College at the Vanderbilt University. In addition to these, we have called for and he has already come, Dr Archibald Tupas, who completed his Doctor of Ministry at Andrews University. He teaches in the Religion Department. Bro. Cris de la Cruz may be completing [a religious education doctorate from Andrews U] this year and hope to have him back next year.

One of our [nutrition] teachers, Ms. Inherla Hernando, is still at Loma Linda, under the Division bursary. Hopefully, she can finish her work by next year, 1986, and come home to join us shortly thereafter. Mr Ruben Ricalde is next in line for a doctoral bursary in the United States in the field of nursing.

The plan to make it possible to utilize these bursaries for doctoral upgrading in local schools, if desired, has my support. We have at present on the local upgrading program Mr G. Panaranda, taking up a doctorate in psychology. Locally, we have two who completed their doctoral studies - Dr Armando T. Fabella and Dr Rosalinda Rivera. Dr W. Martinez also completed his work and has been assigned to Naga View.

Academic Stride With Newly Recognized Master's in Nursing and Public Health
A definite academic advance is the opening and subsequent recognition of a program in Public Health. We had been offering a master's degree in health science (which was a good degree) but was not fully recognized by the profession. In order to come up to the professional standard/expectations, we sought and got approval for opening a school of public health with a new curriculum. This has been approved and duly recognized by the Ministry of Education, Culture and Sports (MECS). The International Institute of Health (PUC School of Public Health) is the second school in the Philippines that offers this course (the other one is the Institute of Public Health of the University of the Philippines). The school has had tremendous growth since its opening as seen in its growth in enrollment, as well as its influence in the community. We appreciate the leadership of Dr Hedrick Edwards in this school.

Another academic advance is the recognition of the graduate program in nursing, which was granted to us just a few months ago. In spite of the small number of enrollees (we hope we can serve more of our division needs for qualified nursing leaders), the recognition was granted. We thank Dr Pat Jones, who has been leading out in this program, as well as Dr Dioscorides Salmin for this recognition early in its history.

Adoption of Extension Campuses
We have been operating Naga View Academy extension campus for quite a while, so it was thought that if Northeast Luzon Academy [NELA]would offer college level course, we should also include her as another extension campus… In May of this year, a program/ceremony was held where Pastor N. R. Arit, Pastor Z. Manalo and myself went through a formal turnover of responsibility for this school from Northeast Luzon Academy Board to Philippine Union College Board.

It was a sad note that on October 10 Brother Aaron Salazar, the director of Northeast Luzon Academy [NELA], died of a heart attack. The leadership is now temporarily in the hands of Mr. Efren Dalupan, who may not long be with us, since he has a call pending to another institution which he seems inclined to accept. Also a sad note regarding the other extension campus leadership (Naga). Dr William Martinez, after serving only a few months, has had some health problems which necessitated his coming to Manila for more extensive diagnosis and physicians recommendations as to his future work. We hope early precautions are taken so that there would not be another casualty on leadership as what happened above.

Seminary and College Part Ways
In my 1981-82 quadrennial report, when I mentioned about the separation of the Seminary from the College, although operating on the same campus and using many facilities in common, I said:

‘The questions that further were to be resolved in practice were the questions of authority and jurisdiction and functions vital to the operations of the two institutions on the same campus so that there would be no cause for irritation and no sources for disunity.’

After struggling with the problem, our FED annual committee this November made a decision to move the Seminary off campus. It is with a sad heart that I accept this decision as the solution adopted, especially as the commission that has been appointed to study this matter, which included Drs George Akers and George Babcock from the Education Department of the General Conference, had recommended a reunification of the Seminary with the College. But the Lord has His hand on the affairs of this Church and guides for the best results.

FED/GC Votes Down Proposed Medical School
One report that brought sadness to our hearts during this quadrennium was the turning down by the FED and the GC of our request to open a medical school during the FED mid-year meeting in May 1983 in Seoul, Korea. Conditions were so favorable for such a project! But again, God knows best.

Dr. John L. Detwiler Memorial Library
Dr Howard Detwiler, who pledged his support for the medical school with a USD one million pledge, was bitterly disappointed at the disapproval of the project. However, I met with him shortly thereafter, and he reiterated his promise that if the medical school project did not go through, he would contribute that pledged amount to PUC’s other projects. I met with him shortly after the decision was made regarding the medical school and after his careful consideration, was convinced that the library building was what he would like to help build with his contribution. Dr Detwiler has agreed to shoot for 1987 as the date for the completion of the library and its inauguration. This would coincide with our 70th anniversary of the founding of the College.

Physical Plant Growth Despite Eternal Gardens Setback
At our last report, 1981-82, I mentioned that Eternal Gardens, our main source of campus facilities development funds had taken us to court with an interpleader suit. So money from this source had eventually dried up. We are hoping that a decision might be made on the writ of execution on the decision of the Regional Trial Court regarding Eternal Gardens payments to PUC. How could the building projects continue when the Eternal Gardens had quit with payments and the division funding was limited to a large degree to funding graduate/seminary and division projects? The answer - God's guidance and man's consecration of his abilities for a great cause. Some persons I would like to give tribute to.

First and foremost, Mr Sam Robinson, whose ability to procure excess property from US military bases and his keen business acumen and his ability with heavy equipment combined with his hard work, has made many of our building projects on our campus possible. We owe him and his wife a debt of gratitude. Next is Mr Don Van Ornam. whose financial skill was a complement to Mr Sam Robinson. Last but not least, the foreman with oversight of most of the building was Mr Bernardo Gumarao. His many years of hands-on construction experience has made him valuable. We give thanks to these men whom we will remember for their great contribution to building up the campus.

Fresh Sources of Funds
The Lord continued to bless us and we were able to secure funds from other sources so that our building projects have not stopped. We put into our projects for the four-year period a total of over PhP28.5 million (see attached report). Evangelische Zentralstelle Fur Entwicklungshife (EZE for short) accepted our proposal and granted us DM 1.1 million, equivalent to PhP7.75 million, for us to build two buildings - a boys' dormitory and a classroom building. This dormitory is completed and houses over 300 boys. They are somewhat crowded (six in a room), but is a far cry from the old modular building. The Science (biology and chemistry) building is almost complete (except some rooms on the second floor which need specialized facilities which our funds are not able to purchase). However, the biology classrooms/laboratories are now being fully used.

The School of Business building was completed early in the period. However, it has not been fully turned over to the school of business, since the administrative offices are 'squatting' on this building.

The PUC Clinic [aka Health Service] building is also a welcome addition to our physical plant. Located close to the entrance, it is intended to serve not only the school population, but the surrounding villages as well. The initial donation for this building was given by Mr Bienvenido Lim. Other donors and our development department contributed to its completion.

Behind this building are two staff housing - one for the physician and the other for the church pastor (funds provided by CLM). Although the PUC Church [aka Philippine International Church] structure is far from complete, little by little the building has taken the shape and form of a church sanctuary and not anymore like a hangar as they used to joke us. The building is completely locked in -the sides being walled in by steel railings. We thus have a demonstration of the building of the physical and the spiritual aspects of man's development in these facilities.

Two more 'bliss type' apartments were added during this period. Funds for these were provided by the FED and were to be exclusively used for graduate/seminary students and their families.

There were also a number of faculty/staff housing added during this period. And as a bonus, most of the roads have been paved, with the exception of a stretch from the main gate to the central campus and a stretch from the graduate/seminary building down to the motor pool. Another unpaved section is the road up to the elementary schools and the dairy. Hopefully in the very near future, the rest of these unpaved stretches would be paved. Complementing the paved roads are the planting of trees and flowers and shrubs and landscaping and well-mowed lawns that have transformed the former farm land into a beautiful, lovely campus.

Purchase of Rice Land: Further Evidence of God Smiling Down on Us
A further evidence of God’s providence and His smiling down on us is the donation of a certain Mr & Mrs John Grillmeir of Australia toward the purchase of rice land. While visiting students they were helping through school, they came to Pastor B. Capule and asked him what projects he could suggest if they were to donate a certain amount. Pastor Capule, after some deliberation, suggested they think of helping purchase rice land for our students to work on, as well as a contribution to the operations of the college, since we would not have to purchase rice from the market. Just a few weeks ago, we received word that they Grillmeirs have sent us through channels PhP 448,000+ for the purchase of this land. Truly the Lord is good!

Support of Alumni Abroad
The PUC Alumni residing in the U.S.A. particularly the Western USA Chapter, have pledged to build an Alumni Center, including a chapel, a number of guest rooms, conference rooms and offices, a tennis court, and a swimming pool. They also pledged a van for general use and whose income would be utilized for student scholarships. Dr C. A. Fernando of Glendale, California, president, and Dr Romulo Valdez, vice-president, and Dr. R. Atiga, campaign director, have all pledged their support for this project. This, too, is targeted for completion in 1987 when many of our alumni are planning to come for the Alumni Homecoming, and the celebration of our 70th anniversary.

Conclusion
The Lord has truly been good to all of us at Philippine Union College as we have endeavored to do His will and conduct a training program for our youth in harmony with God's principles as revealed to us in the Scriptures and in the Spirit of Prophecy.

There is still much work to be done in facilities, development and offerings to make the College a truly Adventist institution carrying out the mission which the Church has delegated to her.

We, faculty/staff and administration, dedicate ourselves to achieving this goal in the years to come. We appreciate your confidence in us, and pray we can be worthy of such trust.

Alfonso P. Roda, Ed.D.
President
November 21, 1985