Amended By-Laws

AMENDED BY-LAWS OF THE MARYKNOLL/MIRIAM COLLEGE ALUMNI ASSOCIATION, INC.

(formerly known as

“Maryknoll College Alumnae Association Inc.)

(As amended on 28 October 2003)

 

ARTICLE I

(Seal and Color)

The Association adopts the “CHI RHO” seal as set forth below and likewise adopts blue and gold as its official colors. (As amended on 28 October 2003)

seal

ARTICLE II

(Membership)

Sec. 1. Classification: The Association shall be composed of the following:

(a)  Regular Members. The following are qualified to be regular members of the Association:

a.1  Grade School, High School and College graduates of Maryknoll College/Miriam College;

a.2  Maryknoll Adult Education graduates;

a.3  Those who obtained masteral, doctoral and other graduate degrees from Maryknoll College/Miriam College;

a.4  Those who successfully completed two years of formal education offered by any department of Maryknoll College/Miriam College;

a.5  All graduates of Malabon Normal School/Maryknoll Normal College; (As amended on 28 October 2003)

(b)  Honorary Members.

Any individual, whether Filipino or of foreign nationality, who has rendered valuable service or contributed laudable special services to the Association may, upon nomination by any of the regular members and approval of the Board of Directors, be voted into honorary membership. (As amended on 28 October 2003)

Sec. 2. Tenure.

Membership, whether regular or honorary, shall be from the time of graduation or election, respectively, until death, or unless sooner terminated by virtue of acts inimical to the Association. Any member may be dropped from the rolls of the Association for acts inimical to the latter by majority vote of the Board of Directors called for that purpose, after due notice and hearing by the Board itself, or by a body delegated by it. (As amended on 28 October 2003)

Sec. 3.  Membership in Good Standing

The Board of Directors of the Association may from time to time determine the policies, promulgate rules or regulations on the determination of members considered in good standing and entitled to vote and participate in all matters affecting the Association. (n)

Sec. 4. Rights of Members – A member in good standing shall have the following rights:

a. To exercise the right to vote on all matters relating to the affairs of the Association;

b. To be eligible to any elective or appointive office of the Association;

c. To participate in all deliberations/meetings of the Association;

d. To exercise all such rights as may be provided for by law. (n)

Sec. 5.  Duties and Responsibilities of members – A member shall have the following duties and responsibilities:

a. To obey and comply with the by-laws, rules and regulations that may be promulgated by the Association from time to time;

b. To attend all meetings of the Association;

c. To pay membership dues and other assessments of the Association. (n)

ARTICLE III

(Board of Directors, Officers, and Advisory Council)

 Sec. 1.   Board of Directors.

The Board of Directors shall be composed of fifteen (15) members to be elected by plurality vote of all the members present and duly registered during the annual meeting/homecoming. They shall hold office as such until their successors are duly elected and qualified pursuant to Sec. 3 of Article IV hereof. (As amended on 26 October 1979 and approved by the SEC on 8 February 1980 and as further amended on 28 October 2003).

Sec. 2. Officers of the Association.

The Officers of the Association shall be a Chairman, Vice-Chairman, President and Vice President, and a Treasurer, Secretary, and Public Relations and External Affairs Officer, who must all be members of the Board. Other officers of the Association may be appointed/designated by the Board should the need arise as may be determined by the Board. (As amended on 28 October 2003).

Sec. 3. Advisory Council.

Membership to the Council shall be by invitation of the duly elected members of the Board of Directors and shall be drawn from all past members of the Board of Directors of the Association. (As amended on 28 October 2003).

ARTICLE IV

(Election and Tenure of Office)

Sec. 1. Regular Election.

Regular Election shall be held during the annual alumni homecoming and, subject to the provisions of Section 3 hereof, the qualified candidates obtaining the highest votes shall constitute themselves into the Board of Directors who shall elect officers, namely: Chairman, Vice-Chairman, President, Vice- President, Treasurer, Secretary, and Public Relations and External Affairs Officer. Induction of the members of the Board of Directors and officers so elected shall be held immediately thereafter. (As amended on 28 October 2003).

Sec. 2. Vacancies.

The Board of Directors, if constituting a quorum, shall fill any vacancy/ies in the Board or among the offices immediately or as soon thereafter such a vacancy occurs. The Director to be elected shall be chosen from the candidates occupying the succeeding slots in the preceding election. Should there be no such candidate, the Board may elect from among those as may be recommended by the Search Committee. The Director so elected shall fill the unexpired portion of the term.

A vacancy shall occur in any of the following instances :

a. Resignation duly accepted

b. Death or physical incapacity

c. When the Director has been dropped from the Rolls as provided in Section 2 of Article 2

d. Any other instance as may be provided by applicable law, rule or regulation or as the Board may in its discretion reasonably adopt and implement as a policy. (As Amended on 28 October 2003)

Sec. 3. Tenure of Office; Re-election

Each member of the Board shall hold office for a period of two (2) consecutive calendar years (January to December). A member of the Board who has served two consecutive terms (or a total of 4 years) may be elected anew for another term only after the lapse of one term.

Thus, in the annual election after the approval of the amendment to these By-Laws and every year thereafter, there will be as many Directors who have served for a period of two consecutive calendar years. Candidates elected shall fill the seats of out- going Directors and shall hold office until their successors shall have been elected and qualified.(As amended on 28 October 2003).

Sec. 4. Qualifications.

The members of the Board to be elected must be of legal age and must be regular members of the Association. Only regular members, who meet the criteria as may be laid down by the Search Committee and who are ready, willing and able to serve with the fullest commitment to the objectives of the Association, may be eligible for any elective position. (As amended on 28 October 2003)

Sec. 5. Manner of Nomination.

Nominations to the positions herein provided shall be submitted at least _three(3)_ months prior to the Annual Membership Meeting to the Search Committee created by the Board of Directors, together with the written declaration of the party nominated that she is ready, willing and able to serve if elected. Only such nominations as are submitted to and accepted by the Search Committee shall be qualified to be voted upon in the annual membership meeting. (As amended on 28 October 2003)

ARTICLE V

(Duties)

Sec. 1 . Board of Directors.

The Board shall be the governing body of the Association and shall perform all corporate acts as defined and prescribed by Corporation Law and these By-Laws. It may create or provide such offices and/or committees as are necessary for the conduct of any or all affairs of the Association.

The Board of Directors may delegate its powers and functions as may be allowed by applicable law, rules and regulations to an Executive Committee who shall execute/implement the established policies and programs of the Board of Directors for the fulfillment of the objectives of the Association. The Executive Committee shall be composed of the President, Vice-President for Membership and Area Organizations, Vice-president for Special Projects, Secretary, Treasurer and Public Relations and External Affairs Officer. (As Amended on 28 October 2003)

Among others, the following are the scope of duties and responsibilities of the Board of Directors:

(a) The Board of Directors shall establish policies, draw up programs for the fulfillment of the objectives of the Association and set out direction of any and all matters connected with the programs drawn up by the Association.

(b) It shall create committees for all intended projects, and for the successful deliberation of any problem arising from such undertaking.

(c) It shall approve the budget prepared by the President and the Treasurer; fill up vacancies arising from any cause in the Board; audit or cause the audit of the financial conditions of the Association, and do such other acts as may be necessary from time to time.

(d) It shall hold office at Miriam College Compound at Diliman, Quezon City.

Sec. 3. Officers.

(a) The CHAIRMAN.

1) The Chairman shall have the power to call meetings of the Board of Directors.

2) She/He shall prepare the agenda and preside at the meeting of the Board of Directors.

3) She/He shall preside over the annual General Membership Meeting of the Association.

4) She/He shall chair the Association’s Search Committee and such other Committees as the Board deems necessary. (As amended on 28 October 2003)

(b) The VICE-CHAIRMAN.

1) She/He shall perform all the duties of the Chairman in the latter’s absence.

2) She/He shall perform all others duties as may be assigned to her/ him by the Chairman.

(c) The PRESIDENT.

1) She/He shall be the Executive Officer of the Association, and as such shall chair the Executive Committee. She/He shall be directly responsible to the Board of Directors.

2) She/He shall act as the official spokesperson of the Association.

3)She/He shall coordinate the work of the different standing committees and other committees created by the Board.

4) She/He shall have the power to call meetings of any of the committees and of the general membership of the Association.

5) She/He shall act as the liaison between the Board of Directors and the general body.

6) She/He shall report and be accountable to the Board of Directors on all the activities of the Association.

7) She/He shall render a complete report of the year’s activities during the Annual Membership Meeting.

8) She/He shall in general perform all duties incident to the office of the President and such other duties as from time to time may be assigned to her/him by the Board of Directors.

9) She/He shall prepare the budget of the Association in cooperation with the Treasurer.

10) At all instances, she/he shall be assisted by other officers of the Board in the discharge of her/his functions. (As amended on 28 October 2003)

(d) The VICE-PRESIDENT FOR SPECIAL PROJECTS. The Vice-President shall have the following functions and duties:

1) She/He shall perform all the duties of the President in the latter’s absence.

2) She/He shall chair the Special Projects Committee, created by the Board, and design and direct its program of activities.

3) She/He shall, in general, perform all other duties as from time to time may be assigned to her/him by the President.

(e) The VICE PRESIDENT FOR MEMBERSHIP AND AREA ORGANIZATION. The Vice President shall have the following functions and duties:

1)She/He shall chair the Membership and Area Organization Committee.

2) She/He shall create avenues for strengthening the commitment to and widening the involvement of members in the Association’s activities.

3) She/He shall explore opportunities for establishing and organizing alumni operations outside the Metro Manila area.

4) She/He shall mobilize and manage the Class Representatives of the MMCAA.

5) She/He shall coordinate and evaluate all special projects/activities of the Class Representatives and Area Organization.

(f) The SECRETARY. The Secretary shall have the following functions and duties:

1) She/He shall take minutes and keep the records of all proceedings of the meetings of the Board of Directors as well as the General Membership Meetings of the Association.

2) She/He shall keep the records of all minutes and proceedings of the meetings of the various committees.

3) She/He shall discharge all other functions inherent to the position of Secretary including but not limited to the submission of all reportorial requirements as may be required by the pertinent government agencies.(As amended on 28 October 2003)

4) She/He shall chair the Corporate Affairs Committee and direct its program of activities.

5) As custodian of all records of the Association, she/he may open to inspection during office hours to bona fide members of good standing upon five (5) days’ prior notice, the minutes, accounting records and other papers of the Association.

(g) The TREASURER. The Treasurer shall have the following functions and duties:

1) She/He shall deposit in a reputable bank within a reasonable period after receipt all monies and properties of the Association.

2) She/He shall be the custodian of all properties of the Association.

3) She/He shall collect all dues, regular or special, and all donations to the Association and shall disburse funds as authorized by the Board of Directors in accordance with approved procedures.

4) She/He shall submit a complete financial report at the annual meeting of the Association, and discharge such other functions inherent to the position of Treasurer including but not limited to the submission of all reportorial requirements as may be required by the pertinent government agencies; (As amended on 28 October 2003)

(h) The PUBLIC RELATIONS AND EXTERNAL AFFAIRS OFFICER (PRO). The Public Relations and External Affairs Officer shall have the following functions and duties:

1) The PRO shall design the public relations program of the Association and direct its program of activities. (As amended on 28 October 2003)

2) She/He shall be responsible for the issuance of regular publications of the Association.

3) She/He and/or the Directors in her committee shall act as liaison between the Association and the College and other organizations that require coordination with or participation of the Association. (As amended on 28 October 2003)

ARTICLE VI

(Meetings)

Sec. 1. Annual Meetings /Special Meetings

a. The annual meetings of the members shall be held at the principal office of the association on the first Saturday of September or on a date to coincide with the annual Alumni Homecoming of Maryknoll/ Miriam College. (As amended on 28 October 2003)

Special Meetings of the members shall be called as the need thereof arises by the Board of Directors or the President or upon petition of 1/3 of the general membership. (As amended on 28 October 2003)

b. Notices

Notices of the date, time and place of annual and special meetings of the members shall be given either by personal service or by registered or ordinary mail, or by public announcement at least five days before the date set for such meeting. If allowed by pertinent law, rule or regulation, the use of facsimile or electronic mail may also be resorted to in the dissemination of notices of all meetings. The notice of every special meeting shall state briefly the purpose or purposes of the meeting and shall be sent to members entitled to vote. A failure to give or any defect or irregularity in giving the notice of the annual membership or special meeting shall not affect or invalidate the actions or proceedings at such meetings. The membership of the Association may by unanimous consent in writing waive notice of the time, date and purpose of any meetings of members, and any action taken at a meeting held pursuant to such waiver shall be valid and binding. (As amended on 28 October 2003)

c. Voting.

All regular members in good standing as may be determined by the appropriate Committee designated by the Board of Directors are entitled to vote. All votes may only be cast personally, not by proxy. (As amended on 28 October 2003)

Sec. 2. Board Meetings

The Board of Directors shall hold regular meetings at least six times a year or more often as the need arises. Special Meetings of the Board may be called at any time whenever, for any reason, the Chairman or the President or any three (3) other members of the Board find the need for such special meeting. (As amended on 28 October 2003)

Sec. 3. Notice of Meetings.

Notices of date, time, place and agenda of the Board meeting shall be given all those concerned at least five (5) days prior to such meeting either personally or by facsimile or electronic mail. (As amended on 28 October 2003)

ARTICLE VII

(Quorum)

 

Sec. 1. Annual General Meeting.

A quorum for the Annual General Meeting shall consist of a majority of the members duly registered as present in the annual homecoming of the Association. (As amended on 28 October 2003)

Sec 2. Board of Directors’ Meeting .

A simple majority shall constitute a quorum.

Sec.3. Transaction of Business

A simple majority vote of the quorum is sufficient to transact any business and may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater proportion. (As amended on 28 October 2003)

ARTICLE VIII

(FUNDS, FEES, FISCAL YEAR)

Sec. 1. Funds

The funds of the association shall be derived from membership fees, dues and special assessments as may be required of members; gifts or donations. (As amended on 28 October 2003)

Sec. 2. Membership Fees.

(a) Members shall update their membership dues as prescribed by the Board. (As amended on 28 October 2003)

(b) Honorary members are not required to pay annual dues but their contributions will always be welcome. These contributions shall be spent for the purpose specified, and if none, for the general purposes of the Association.

(c) A membership fee shall be collected from new regular members. (As amended on 28 October 2003)

Sec. 3. Disbursements

Withdrawal from the funds of the association, whether by check or any other instrument shall be signed by the Treasurer and countersigned by the President. If necessary, the Board of Directors may designate other signatories. (As amended on 28 October 2003)

Sec. 4. Fiscal Year

The fiscal year of the association shall be from January 1st to December 31 of each year. (n)

ARTICLE IX

(Amendments)

These by-laws, or any provision thereof, may be amended or repealed by a majority vote of the members and by a majority vote of the Directors at any regular or special meeting duly held for the purpose. The power to amend or repeal the By-Laws may be vested upon the Board of Directors by two thirds vote of regular members of the Association in good standing who cast their vote at any regular or special meeting called for that purpose. After the power to amend has been delegated to the Board, any amendments to be approved shall require a unanimous vote of the Board. (As amended on 28 October 2003)

Transitory Provision

The term of office of the members of the Board of Directors who were elected in the Annual Homecoming of 2002 and who were re-elected in 2003 will expire in December of 2004. Thus, as provided for in Section 3 of Article IV, at the first annual election in September of 2004 after the approval of the amendments to these By-Laws, there shall be nine(9) Board Seats to be filled up by the election of the first (9) candidates obtaining the highest number of votes. The nine (9) Board seats shall pertain to the members of the Board whose terms of office have expired.

Approved by the majority of the members thereof in a general meeting held at Maryknoll College, Diliman, Quezon City on 26 October 1979.

 

Sgd  Sgd
SYLVIA S. VELOSO TERESITA B. CHOA
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————— —————-
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SEBE ARROYO-LEDESMA  EVELYN M.EUGENIO
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 CARLINA S. FAJARDO  —————-
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 CORINNA B. MOJICA  ROSE OLYMPIA BAUTISTA
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 NANETTE F. DIYCO  MARIA RAMONA L. TY
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 AURORITA M. MENDOZA  MARIA PAZ M. VICENTE
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 LUCHI P. TICZON

 

Countersigned by:

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Maria Paz M. Vicente

Secretary