BY-LAWS OF ADAMSON UNIVERSITY ALUMNI ASSOCIATION, INC. (AUAAI)
WHEREAS, the Alumni of Adamson University are integral parts of the Adamson University Community who take profound responsibility to assist the University in realizing its Vision-Mission as an academic institution;
WHEREAS, Adamson University, a Vincentian Catholic Institution, assumes the role of providing quality education in the Philippines, with particular emphasis on Vincentian Catholic formation which centers in apostolic works;
WHEREAS, the Alumni can contribute thoroughly in this endeavor by actively participating in all the activities the University may undertake;
WHEREAS, the Alumni could only be effective and efficient in discharging its shared undertaking and responsibilities by having achieved a solid, collaborative and active members who will promptly respond to its organizational activities;
WHEREAS, the Alumni recognize the need for an organization which aims to embody their ideals and aspirations as nurtured by their Alma Mater, and the need to perpetually establish a linkage between all its graduates and the University;
WHEREAS, there is a need for the Alumni to help each other in the furtherance of their individual profession and vocation;
WHEREFORE, WE, THE MEMBERS OF THE ADAMSON UNIVERSITY ALUMNI ASSOCIATION, INC., hereby ordain and promulgate this By-laws.
NAME AND OFFICE LOCATION
Section 1. The name of the Association shall be ADAMSON UNIVERSITY ALUMNI ASSOCIATION, INC. (hereinafter referred to as AUAAI or the Association). No other groups, entities and the like shall use its name for purposes other than allowed by the AUAAI and without the express approval of the Board of Directors.
Section 2. The name of the Association is considered sacred and any acts which tend to desecrate or profane its name, its corporate seal, its Hymn and its established reputation shall be dealt with properly, by the AUAAI Board of Directors.
Section 3. The principal place of business of the Association is based at the Ground Floor, Saint Vincent Building, Adamson University, San Marcelino Street, Manila, Philippines.
Section 1. Chapters of the Association may be organized in various places in and out of the Philippines. When so organized and recognized, the chapter may use the name of the Association, provided that the specific place and office wherein the chapter is organized is stated after the name of the Association.
Section 2. Chapters of the Association are required to submit as part of recognition requirements a copy of the duly ratified By-laws to the Board Secretary or in the absence of ratified By-laws, the chapter may adopt and use the By-laws of the AUAAI, the mother chapter. The AUAAI shall issue a certificate of recognition to all bona fide chapters and may issue a secretary’s certificate for the chapters to be allowed to open a separate bank account.
Section 3. The Chapters of the Association are required to pay an annual accreditation fee of One Thousand Pesos for Chapters organized within the Philippines and Fifty US dollars for those Chapters organized outside the Philippines. From time to time, as the need arises, the Board of Directors may increase the amount, provided that the increase shall not be more than fifty percent of the amount sought to be increased.
Section 4. No substantial part of the activities of the Association and Chapters shall be carrying on of propaganda, or otherwise attempting to influence legislation and shall not participate in nor intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this document, the Association and chapters shall not carry on any other activities not permitted to be carried on (a) by an association exempt from taxes or (b) by an association, contribution to which are deductible from payment of taxes.
CORPORATE SEAL, HYMN AND EMBLEM
Section 1. The Corporate Seal of the Association shall consist of a slightly indented square, inside of which is inscribed in the middle the initials of the name of the Association, “AUAAI”. The upper left quarter bears the name of Adamson University, and the lower right quarter carries the word of “Alumni Association, Inc.” The upper left portion of the seal shall intersect with the lower right portion of Adamson University.
Section 2. Consistent with the University colors, the official colors of the Association shall be blue and white.
Section 3. In all activities of the Association, the emblem of the Association shall be prominently displayed side by side with the Adamson University Flag.
Section 4. There shall be an Alumni Hymn which shall be known as “Isang Ganap na Adamsonian.” It shall be sung or played during Official Activities sanctioned by AUAAI and of all its Chapters.
Section 1. There shall be two types of membership to the Association: REGULAR and HONORARY.
Section 2. Regular membership to the Association shall be open to: (a) graduates of Adamson University who have satisfactorily completed all the requirements for completion of the degree program, and as proof thereof, the University had given a Certification or Diploma; (b) students who have had two years of study and not having been dismissed for misconduct or for any scholastic deficiency; and (c) graduates of the Basic Education Department.
Section 3. Honorary membership shall be awarded to any employee or administrator of Adamson University, who has rendered ten years of dedicated, loyal and quality service and had shown support to the cause of the University and to the Association, upon the recommendation of the Committee on Membership and by a vote of two-thirds of all the members of the Board of Directors.
Section 4. Honorary members shall have the same rights and responsibilities as regular members but shall not be qualified to run and be voted for in the Board of Directors. The Board of Directors, may, however, appoint or designate them as members of special and regular committees of the Association.
Section 5. The Committee on Membership shall promulgate implementing rules and regulations for the admission of the honorary members, consistent with this By-laws which shall be approved by the Board of Directors.
RIGHTS AND RESPONSIBILITIES
Section 1. Every member shall have the following rights:
- To attend the regular and special meetings of the general membership of the Association;
- To vote concerning the election of officers and on motions presented during the General Assembly Meeting;
- To run for office, except those who are honorary members, who, however, may be appointed or designated by the Board of Directors to act as members of the special or regular committees;
- To represent AUAAI in functions, in and out of the University, with official consent as determined by the President or the Board of Directors;
- To use the facilities and avail of the services and benefits offered by the Association;
- To file complaints against officers, directors and members;
- To observe in the meetings of the Board of Directors and any of the special and regular committees without prejudice to Executive Sessions which shall be determined by the concerned committees;
- To be informed on matters pertaining to the attainment of the objectives of the Association;
- To propose amendments and revisions to the By-laws; and
- To inspect the records of all business transactions and the minutes of the meetings and book of accounts of the Association at reasonable hours on business days.
Section 2. Every member shall have the following responsibilities:
- To know and live up to the objectives of the Association;
- To protect and promote the interest of the Association;
- To comply with the Constitution of the Association;
- To attend meetings called for;
- To pay all dues and fees;
- To cultivate camaraderie and fellowship;
- To know all the Association’s calendar of activities and functions; and
- To participate actively in the activities of the Association.
DUES AND FEES
Section 1. All members, regardless of the nature of membership, are required to pay annual membership fee in the amount of FIVE HUNDRED EIGHTY PESOS or ONE THOUSAND EIGHTY PESOS for lifetime membership. From time to time, as the need arises, the Board of Directors may increase the amount, provided that the increase shall not be more than fifty percent of the amount sought to be increased.
Section 2. The Board of Directors may likewise fix any reasonable dues and fees, as may be necessary, for the operation of the Association.
Section 1. The annual meeting of the members shall be held on the second Saturday of February of every calendar year at the principal office of the Association, unless another date or venue is fixed by the Board of Directors.
Section 2. Whenever the Board of Directors, in consultation with the recognized Chapters, decides that there is a need to call the General Assembly, it shall authorize the Board Secretary to issue the appropriate notice to all members which shall be sent to all registered members at least ten days prior to the date of the meeting. Notices shall likewise be sent through other communication means such as the cellular phones, facsimile and the internet.
Section 3. The quorum for purposes of deliberation and for carrying out a motion shall be determined from the total number of members who actually registered. A motion shall be carried out by a simple majority of the members present and voting.
Section 4. There shall be annual chapters’ meeting including former Presidents of AUAAI and Chapters the date and place to be determined by the incumbent President or Board of Directors.
ELECTION OF THE MEMBERS OF THE BOARD
Section 1. The regular election of the members of the Board of Directors shall be done during the annual general assembly every second Saturday of February of every calendar year, unless another date or venue is fixed by the Board of Directors.
Section 2. No person shall be allowed to run for director unless he is a regular member of the Association, at least eighteen years of age on the day of the election, neither suffering from civil interdiction nor convicted of offenses involving moral turpitude or have been removed by impeachment for just causes including habitual absenteeism. All candidates shall execute an affidavit that should he win the election shall devote time and exert efforts to attend meetings and other activities of the Association. A candidate shall not be allowed to put his title in all list of nominees or candidates.
Section 3. The requirements enumerated in the preceding section shall be the absolute minimum. These absolute minimum requirements shall take effect immediately upon the approval of this By-laws. The Board of Directors may promulgate additional requirements whenever necessary but shall take effect only after the immediately succeeding election.
Section 4. Unless and until such time the Board of Directors and the Election Committee shall have promulgated the rules on absentee and online voting, physical presence at the polling precincts shall be enforced. If electronic or computerized or online voting is already in place, the listing of the candidates shall be arranged at random.
THE BOARD OF DIRECTORS
Section 1. The Board of Directors shall be the governing body of the Association and shall have the authority to promulgate such rules and regulations as are not contrary to the provisions of the By-laws.
Section 2. The Board of Directors shall be composed of fifteen members, all of whom shall be elected at large by the members for a term of two years. For the years in even numbers, eight Board Members shall be elected by the General Assembly. For years in odd numbers, seven Board Members shall be elected. All those who shall be elected shall serve for the full term of two years. No director shall be nominated and elected for more than two (2) consecutive terms. Voluntary renunciation of office for any length of time shall not be considered as an interruption in the continuity of his service for the full term for which he was elected. A maximum of four (4) Adamson University employees shall be allowed to be among the fifteen Board Members elected.
Section 3. No special election shall be called within three months before the next regular election.
Section 4. A majority of the Members of the Board of Directors shall constitute a quorum.
Section 5. Except as otherwise provided, a motion or proposal is carried out if concurred by the majority of all the Board of Directors actually present and voting, if constituting a quorum. For expediency and in recognition of the power of technology the Board of Directors actually present and voting, may authorize the absent Board Members to cast their votes, which authority shall be attested by the Board Secretary who shall also sign in their behalf in any Board Resolution under consideration shall certify in the Board Resolution over the name of the absent Board Member that he was given the authority.
Section 6. Whenever necessary, the President may motu proprio or upon a written request by at least three Directors, may call a special meeting.
Section 7. Regular monthly meetings of the Board shall be held on the first Tuesday of the month. Written notice of the regular or special meeting of the board, specifying the date, time and the place of the meeting shall be communicated by the Secretary to each director at least three days prior to the said meeting. Notices may likewise be sent through other means of communication such as telephone, facsimile, the internet, or by any written or oral message. A director may waive this requirement, either expressly or impliedly.
Section 1. Immediately after the election, the Directors thus elected shall elect among themselves the President, Vice-President for Internal Affairs, Vice-President for External Affairs, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, Business Manager, Auditor and Public Relations Officer. In the event that the election of executive officers does not take place after the election of the Board of Directors, the outgoing President in consultation with the Board shall set the specific date of the election of the executive officers and the corresponding notices shall be served to the newly elected Board of Directors.
Section 2. The President shall preside at all meetings and activities of the Association. He shall see to it that all orders and resolutions of the Board are carried into effect. He shall keep in custody the seal of the corporation and when authorized by the Board, affix the seal to any instrument requiring the same. The seal when so affixed shall be attested to by the Secretary. Together with the Treasurer, the President may enter into financial transactions for and in behalf of the Association, with the concurrence or ratification of the Board.
During the Annual Meeting, the President shall in person deliver his President’s Report. A copy of the Report shall likewise be made available to the members.
Section 3. The Vice-President for External Affairs, or in his absence, the Vice-President for Internal Affairs, shall perform all the duties of the President in cases of the latter’s inability, whether temporary or permanent. They shall also perform other functions which may be required by the Board of Directors.
Section 4. The Secretary shall keep the records of the meetings of the Board of Directors and of the members. He shall take charge of all communications and discharge all duties appertaining to his position. He shall be assisted by the Assistant Secretary. They shall also perform other functions which may be required by the Board.
Section 5. The Treasurer and the Assistant Treasurer shall keep full and accurate accounts of receipts and disbursements, and shall deposit all money and assets in the name and to the credit of the Association in such depositaries as may be designated by the Board of Directors. They shall also perform other functions which may be required by the Board of Directors.
During the annual meeting of the members, the Treasurer shall render a Report on the financial standing of the Association.
Section 6. The Auditor shall be the Chair of the Audit Committee and shall see to it that financial matters are properly accounted for and the reports of the Treasurer are accurate. He shall pre-audit all disbursements and other expenses of the Association and perform other functions which may be required by the Board of the Directors.
Section 7. The Business Manager shall be responsible for all resource generation activities in coordination with the Board Members. He may recommend projects to the Board of Directors and shall see to it that all major activities of the organization are carried out smoothly. He shall be the Chair of the Business Development Committee and also perform other functions which may be required by the Board of Directors.
Section 8.The Public Relations Officer shall handle all public relations activities. He shall be the Chair of the Committee on Public Relations and Publication and also perform other functions which may be required by the Board of Directors.
Section 9. The Board of Directors may likewise provide for the election of other positions.
Section 1. There shall be an Executive Committee, composed of the President, Vice-President for External Affairs, Vice-President for Internal Affairs, Secretary or his assistant, and Treasurer or his assistant which shall oversee the daily operations of the Association, and shall act in behalf of the Board of Directors in matters of urgency and extreme importance.
Section 2. The Board of Directors, upon its sound discretion may designate other members to the executive committee other than the officers enumerated in the preceding section. Provided, that the number of designated directors shall be the same.
Section 3. The highest officer so designated shall serve as its Chairman.
Section 4. The Executive Committee shall meet at least once a week and render a report during the regular Board Meetings.
Section 1. The President, with the concurrence of the Board of Directors, shall appoint the Chairperson on the following committees:
- Committee on Membership;
- Committee on Finance;
- Committee on Homecoming;
- Committee on Scholarship;
- Committee on Awards and Recognition;
- Committee on Information Technology;
- Committee on Public Relations and Publication;
- Committee on Sports and Recreation;
- Committee on Ways and Means;
- Committee on International Relations;
- Committee on Social Services;
- Committee on Business Development and Research;
- Committee on Bids;
- Committee on Reunion or Homecoming; and
- Committee on Audit.
Section 2. The Chairperson so appointed in accordance with the preceding section shall choose four members to assist him in his task. The membership in all Committees may be increased as the Board of Directors may fix.
Section 3. When called for, a special committee may be created by the President, with the concurrence of the Board of Directors, to carry out a specific task.
Section 1. There shall be an Election Committee which shall be responsible for the conduct of the elections of the members of the Board of Directors. The Committee shall be composed of one Chairman and two members to be appointed by the President with the concurrence of the Board of Directors, for a term of one year, until their successor shall have been nominated and qualified.
Section 2. No member shall be qualified to be the Chairman of the Committee unless he is a law graduate.
Section 3. Immediate reappointment of the Chairman and the members shall be allowed, provided that no one shall be reappointed for more than three consecutive terms.
Section 4. The Election Committee shall enforce and administer all rules and regulations relative to the conduct of the electoral process, including, but not limited to the Election of the Board of Directors, and shall decide all contests relating to the elections, returns and qualifications of the members of the Board of Directors including matters of determining the number and location of polling places, appointment of working committee members and registration of voters.
Section 5. The Election Committee shall adopt such rules and regulations as may be necessary for the discharge of its functions, in coordination with the Committee on Legal Affairs subject to the approval of the Board of Directors.
COMMITTEE ON LEGAL AFFAIRS
Section 1. There shall be a Committee on Legal Affairs composed of one chairman and four members, A majority thereof, including the Chairman, shall be members of the Philippine Bar. Of the first appointed, the Chairman and two members shall serve for two years, while the last two members shall serve for one year.
Section 2. The Committee on Legal Affairs shall exercise appellate jurisdiction over decisions, orders and resolutions issued by the Election Committee, and all other committees exercising quasi-judicial and quasi-administrative functions subject to veto powers by two thirds (2/3) vote of the members of the Board constituting a quorum.
Section 3. The Committee on Legal Affairs shall have the original jurisdiction over cases of impeachment of the Board of Directors and questions relative to the amendment or revision of this By-Laws including the procedural matters relative thereto. The Board however, shall exercise appellate jurisdiction over all decisions, orders or resolutions of the Committee on Legal Affairs by a vote of two thirds (2/3) of all the members constituting a quorum.
Section 4. The Committee on Legal Affairs shall handle all matters and affairs of the Association which involve interpretation and construction of legal matters as well as matters raised before alumni chapter which may be referred to it by the Board of Directors.
Section 5. The Committee on Legal Affairs shall promulgate its Rules as may be necessary to carry out its functions. In all cases brought before the Committee, the members may write separate concurring or dissenting opinions, as the case may be. When so warranted, per curiam decisions and resolutions may be promulgated.
COMMITTEE ON FINANCE
Section 1. The Committee on Finance shall propose the budget for the operating expenses of the association which upon approval of the Board of Directors shall be released automatically subject to the usual audit and clearance requirement.
Section 1. There shall be an election of batch officers for every graduating class. The Batch Officers so elected shall be under the supervision of the Committee on Membership.
Section 2. The Committee on Membership shall promulgate guidelines relative to the functions and duties of the Batch Officers and shall provide programs that will attract them to be in the Alumni Service, considering that they are fresh graduates at the time of their election.
RESIGNATION, REMOVAL AND SUCCESSION
Section 1. Any Director may be impeached on the following exclusive grounds:
- Gross and serious inefficiency and failure to carry out the responsibilities assigned to him;
- Culpable violation of the By-Laws;
- Disloyalty to the University and to the Association;
- Divulging the top secrets of the Association; and
- Causing the Association to be put in bad light.
Section 2. Absences of a director from three regular Board meetings, without justifiable reasons, shall be considered as abandonment of his position.
Section 3. A verified impeachment complaint may be filed by any member in good standing before the Committee on Legal Affairs which shall evaluate the case and shall render a decision not later than thirty days after the case is filed.
Section 4. No impeachment complaint shall be filed more than once within the term of the director sought to be impeached unless the filing is premised on meritorious grounds to be alleged on the second complaint. Finding lack of merit, the Committee on Legal Affairs may dismiss the second impeachment complaint outrightly and with finality.
Section 5. Impeachment shall be limited to removal from the Board. The Board of Directors, by two-third vote, shall decide whether to expel the impeached director from the general membership of the Association. A Director removed by impeachment shall no longer be qualified to run as a member of the Board of Directors.
Section 6. Resignation of a Director may be effected by submitting a letter of resignation to the President. If the President resigns he shall submit the letter to the Board of Directors, addressed to the Vice President for Internal Affairs or the Vice President for External Affairs, as the case may be. To be effective, resignation must be accepted by majority vote of the Board of Directors which shall be reflected in the Minutes of the Board.
Section 7. In the event that the President is incapacitated, died, disabled, resigned or impeached, the Vice-President for Internal Affairs shall replace him for the unexpired term, and in his inability, the Vice-President for External Affairs.
Section 8. If the President is on trial, he is deemed to be on leave and the functions of the President shall be assumed by the Vice-President for Internal Affairs, or in his inability, to which fact shall be determined by the Board of Directors, by the Vice-President for External Affairs. The President shall not be allowed access to the Alumni Office as well as to the records, unless a written request be made to the Committee on Legal Affairs.
Section 9. When a majority of the members of the Board is of the opinion that the President cannot discharge his office anymore due to disability, or other compelling justifiable reasons, the Vice- President for Internal Affairs shall take over the affairs of the Association.
Section 10. The Board of Directors, if still constituting a quorum, by majority vote, may appoint a member who shall hold office for the remaining term of his predecessor.
DISCIPLINE OF MEMBERS
Section 1. Any aggrieved member may file a complaint before the Committee on Membership which shall endorse the same to the appropriate chapter for mediation and conciliation.
Section 2. If amicable settlement is futile, the matter shall be investigated and evaluated by the said chapter which in turn will submit a report and recommendation to the Committee on Legal Affairs.
Section 3. The Committee on Legal Affairs shall submit a recommendation not later than thirty days from receipt of the report to the Board of Directors for appropriate action.
Section 4. The penalty of censure, reprimand, or suspension not exceeding one year may be imposed upon a member for offense/s other than the offense/s mentioned in the next succeeding paragraph. In no case however the penalty shall be imposed without the concurrence of majority vote of the Board of Directors.
Section 5. The grounds upon which a director may be impeached shall likewise be the same grounds in determining whether the penalty of expulsion may be imposed. In no case however the penalty of expulsion shall be imposed without the concurrence of two-third vote of the Board of Directors.
Section 6. Expulsion from the AUAAI shall mean automatic expulsion from the Chapter/s where the expelled member belongs and shall be banned to be a member of AUAAI. But an expulsion from the Chapter does not ipso facto mean expulsion from AUAAI or from the other chapters.
EMPLOYMENT AND COMPENSATION
Section 1. The Board of Directors shall have the power to appoint employees of the Association, fix their compensation and other conditions of employment and take disciplinary action against them. All appointed employees of the Association shall be co-terminus with the President but may function until such time that the new President and Board of Directors have appointed their replacements.
DISSOLUTION, LIQUIDATION AND WINDING UP
Dissolution, liquidation, and winding up shall follow the pertinent provisions of the Corporation Code of the Philippines, allied laws and other issuances of the Securities and Exchange Commission in so far as they are practicable and applicable.
AMENDMENTS AND REVISIONS
Section 1. This By-laws shall be known and cited as the AUAAI By-laws and shall supersede prior By-Laws. All orders, decrees, instructions and memorandum issued by competent officers of AUAAI which are inconsistent with this By-laws are hereby repealed or modified accordingly.
Section 2. By the affirmative vote of the majority of the members or by three fourths (3/4) vote by all the members of the Board of Directors in any regular or special meeting duly called, this By-laws may be modified, amended, repealed or revised. No amendment, revision, repeal or modification of this By-Laws shall be made within three (3) years from the date of approval or ratification.
Section 3. Any proposed amendment or revision may be made by any member to the Committee on Legal Affairs which shall study the proposed amendment and revision. Finding merit, the Committee shall refer the matter to the Board of Directors which shall either propose another version of the proposed amendment or revision, or approve or reject it. It shall then be referred to the members for ratification.
Section 4. Rejected or denied proposals may be revived when two-thirds of the registered members shall signify concurrence thereto. In which case, it shall be referred to the Election Committee for authentication and verification. The Election Committee shall issue a ruling thereof within twenty days from submission to the Committee. A favorable ruling would automatically put into effect the proposal. An adverse ruling shall be appealable to the committee.
Section 5. The amended provision or the newly introduced provisions shall be effective upon the approval of the Securities and Exchange Commission.
Section 1. The term of those elected under the 2008 Constitution and By-laws shall not be affected by this By-laws.
This By-laws shall take effect immediately upon approval of the Board of Directors pursuant to the 2008 Constitution and By-laws, as amended and upon the approval of the Securities and Exchange Commission.