Monday, April 07, 2008

AMENDED BY-LAWS OF PHILIPPINE BIBLE COLLEGE ALUMNI ASSOCIATION, INC.

AMENDED BY-LAWS OF PHILIPPINE BIBLE COLLEGE ALUMNI ASSOCIATION, INC.

(1) CERTIFICATE OF FILING OF AMENDED ARTICLES OF INCORPORATION issued by Benito A. Cataran, Director, Company Registration and Monitoring Department is on file. Approval is dated 24th May 2005.
(2) Note: Amendments adopted on October 29, 2004 by a majority vote of the Board of Trustees and on December 25, 2004 by a vote of at least two-thirds of the members of the corporation.

AMENDED BY-LAWS OF PHILIPPINE BIBLE COLLEGE ALUMNI ASSOCIATION, INC.

KNOW ALL MEN BY THESE PRESENTS:

The undersigned incorporators, all of legal age and a majority of whom are residents of the Philippines, have this day voluntarily agreed to form a non-stock corporation under the laws of the Republic of the Philippines.

AND WE HEREBY CERTIFY:
FIRST: That the name of said association shall be:

PHILIPPINE BIBLE COLLEGE ALUMNI ASSOCIATION, INC.

SECOND: That the purpose or purposes for which the association is incorporated are:
1.To foster fraternal relations, brotherhood and camaraderie among its members;
2. To extend mutual aid and assistance to members and to promote their general welfare;
3. To help provide quality training and direction for professional, cultural and spiritual growth; and
4. To undertake projects which will enhance New Testament church leadership.

THIRD: That the principal office of the association is No. 18 Rimando Road, Baguio City
FOURTH: That the term for which the said association is to exist is FIFTY (50) YEARS from and after date of incorporation.
FIFTH: That the names, nationalities and residences of the Incorporators of the association are as follows:
Name Nationality Residence
1. Silverio A.. Biteng Filipino 159 Avocado St., Purok 1
Sta Rita, Olongapo City
2. John C. Quiniones Filipino Catbangen, San Fernando City, La Union
3.Conrado P. Mapalo Filipino 15 Rose St., Payatas A, Quezon City
4. Gavina B. Yen Filipino 73 Bayan Park, Aurora Hill, Baguio City
5. Mardonio Bernardo Filipino PCIB-Carmen Branch, Rosales, Pangasinan

SIXTH: That the number of Trustees of the association shall be ELEVEN (11) and the names, nationalities and residences of the first trustees of the association are as follows:
Name Nationality Residence
1. Silverio A. Biteng Filipino 159 Avocado St., Purok 1, Sta. Rita, Olongapo City
2. John C. Quiniones Filipino Catbangen, San Fernando City, La Union
3. Conrado Mapalo Filipino 15 Rose St., Payatas A, Quezon City
4. Gavina B. Yen Filipino 73 Bayan Park, Aurora Hill, Baguio City
5. Mardonio Bernardo Filipino PCIB-Carmen Branch, Rosales, Pangasinan

SEVENTH: That the present members of the association with their contributions are the following (List of additional members shall be submitted to the SEC from time to time):
Names Contributions
1. David Annague P 20.00
2. Ismael Gurtiza P 20.00
3. Silverio Biteng P100.00
4. John Quiniones P 20.00
5. Conrado Mapalo P100.00
6. Gavina Yen P100.00
7. Mardonio Bernardo P100.00
8. Pablo Lachica P100.00
9. Rodolfo Mapile P100.00
10. Marlow Garlitos P100.00
11. Jovita Lazaro P 20.00
12. Eugene Awingan P 20.00
13. Daton Palitayan P 20.00
14. Edwin Valencia P 20.00
15. Eusebio Tanicala P 20.00
16. Philip Marania P 20.00

EIGHT: That Mrs. Gavina B. Yen has been elected by the members of the association as Treasurer of the association to act as such until her successor is duly elected and qualified in accordance with the by-laws, and that as such Treasurer, she has been authorized to receive for and in the name and for the benefit of the association, all contributions or donations paid or given by the members.

IN WITNESS WHEREOF, we have hereunto signed this Articles of Incorporation this 28th day of October 1989 in Baguio City, Province of Benguet, Republic of the Philippines.

Sgd. SILVERIO A. BITENG Sgd. JOHN C. QUINIONES

Sgd. CONRADO P. MAPALO Sgd. GAVINA B. YEN

Sgd. MARDONIO B. BERNARDO

Signed in the presence of:

Sgd. DATON A. PALITAYAN Sgd. DAVID A. ANNAGUE


Note: TRUSTEES’ AND SECRETARY’S CERTIFICATE of the amendments is on file signed by the following: John Quiniones, Bonifacio Patricio, Jr., Felix Garlitos, Mardonio Bernardo, Rolando Dumawa.


Notarized by JOEL G. GORDOLA, Notary Public, on January 3, 2005.




AMENDED BY-LAWS OF PHILIPPINE BIBLE COLLEGE ALUMNI ASSOCIATION, INC.

ARTICLE I MEETINGS
Section 1. Annual Membership Meetings – The annual general meeting of the members shall be held at the principal office of the association on the last Friday of March of each year. During such meeting the President will render his Annual Report to the members.

Section 2. Special Membership Meetings – The special general membership meeting may be called as the need thereof arises by the Board of Trustees or upon petition of one-third (1/3) of the general membership.

Section 3. Monthly Board Meeting – Monthly meeting of the trustees and the officers shall be called every end of the month by the President of the association. During such meetings, the President shall render his monthly report to the trustees and officers.

Section 4. Special Board Meeting – Special meeting of the trustees and the officers may be called as the need thereof arises by the President or upon petition of a majority of the trustees.

Section 5. Notices of the date, time and place of annual, monthly or special meetings of the members and of the trustees shall be given personally or by special delivery mail, at least one week before the date set for such meeting. In urgent cases, the notice may be communicated at least two days before the meeting personally or by telephone or by telegram, if personal contact is not possible. No other business shall be considered at such meeting except with the consent of all the members present.

Section 6. Waiver of notice – Notice of meeting may be waived verbally by any member attending it.

Section 7. Quorum -- A quorum for any meeting of the members shall consist of a majority of the members and a majority of such quorum may decide any question at the meeting except those matters where the Corporation Code requires the affirmative vote of a greater proportion.

Section 8. Order of Business – The order of business at the annual general meeting of the members shall be as follows:
a. Proof of service of the required notice of meeting, except when such notice is waived by the members constituting a quorum
b. Proof of the presence of a quorum.
c. Reading and approval of the minutes of the previous annual meeting, except when such Reading is dispensed with by a majority vote of those present.
d. Unfinished business.
e. Report of the President.
f. Election of the Trustees for the ensuing year.
g. Other matters.


The order of business at any meeting may be changed by a vote of the majority of the members present.

Section 9. Voting by Proxy -- Members shall be entitled to one vote each, and they may vote in person or by proxy, which shall be in writing and filed with the Secretary of the association before the scheduled meeting.

ARTICLE II TRUSTEES
Section 1. Board of Trustees – The corporate powers of the association shall be exercised, its business conducted and its property controlled by the Board of Trustees. The Board of Trustees shall exercise its powers and perform its functions as a collegial body and no trustee shall have individual power or function apart and separate from the board. They shall be elected at large by the members and shall hold office for three (3) years and until their successors are duly elected and qualified.

Section 2. Qualification – No member shall be eligible for election to the Board of Trustees unless he has the following qualifications:
1. An active member of the New Testament Church of Christ and of good moral standing In his/her congregation;
2. An active member of the PBCAA, Inc. and of good standing;
3. At least a graduate of Associate in Theology from PBC;
4. Willing to serve the association without compensation.
Section 3. Disqualification of Trustees or Officers – No member convicted of final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or violations of this code committed within five (5) years prior to the date of election or appointment, shall qualify as trustee or officer.

ARTICLE III OFFICERS
Section 1. Officers – The officers of the association shall be a President, an Executive Vice President, a Vice President for Luzon, a Vice President for the Visayas, a Vice President for Mindanao, a Secretary, a Treasurer, an Auditor, two Business Managers, and a Public Relations Officer. They shall be elected by the Board of Trustees from among themselves. The Board may combine compatible offices in a single person.
Section 2. Term of Office – All officers of the association shall hold office for three (3) years and until their successors are duly elected and qualified.

ARTICLE IV FUNCTIONS & POWERS OF OFFICERS
Section 1. President – The President shall be the Chief Executive Officer of the association. In addition to duties as such, he shall preside in all meetings of the Board of Trustees and of all the meetings of the members of the association.
He shall execute all resolutions and/or decisions of the Board of Trustees. He shall be changed with directing and overseeing the activities of the association. He shall appoint and have control over all employees of the association, review and approve expense vouchers. Together with the Secretary of the Association, he shall present to the Board of Trustees and to the members an annual budget and, from time to time as maybe necessary, supplemental budgets. He shall submit to the Board as soon as possible after the close of each fiscal year, and to the members at each annual meeting, a complete report of the activities and operations of the association for the fiscal year under his term.
Section 2. Executive Vice President – The Executive Vice President, if qualified shall exercise all powers and perform all duties of the President during the absence or incapacity of the latter and shall perform duties that maybe assigned by the Board of Trustees.
Section 3. Vice President for Luzon – The Vice President for Luzon shall be the contact person for all members in Luzon and shall coordinate activities of the Association in his area of responsibility. He maybe designated by the Board of Trustees as Executive Vice President in the event of vacancy of such office. He shall perform other functions as maybe assigned by the Board of Trustees.
Section 4. Vice President for Visayas – The Vice President for Visayas shall be the contact person for all members in Visayas and shall coordinate all activities of the Association in his area of responsibility. He maybe designated by the Board of Trustees as Executive Vice President in the event of vacancy in such office. He shall perform such other duties as maybe assigned by the Board of Trustees.
Section 5. Vice President for Mindanao – The Vice President for Mindanao shall be the contact person for members in Mindanao and shall coordinate all activities of the Association in his area of responsibility. He maybe designated by the Board of Trustees as Executive Vice President in the event of vacancy in such office. He shall perform such other duties as maybe assigned by the Board of Trustees.
Section 6. Secretary – The Secretary shall give all the notices required by these by-laws and keep the minutes of all meetings of the members and of the Board of Trustees and of all meetings of all committees in a book kept for the purpose. He shall keep the seal of the association and affix such seal to any paper or instrument requiring the same. He shall have custody of the correspondence files and all other papers that are to be kept by the Treasurer. He shall maintain the member’s register, have charge of the bulletin board at the principal office of the association. He shall also perform all such other duties and works as the Board of Trustees may from time to time assign to him.
Section 7. Treasurer – The Treasurer shall have charge of the funds, receipts and disbursements of the association. He shall keep all moneys and other valuables of the association in such bank or banks as the Board of Trustees may designate. He shall keep and have charge of the books of accounts which shall be open to inspection by any member of the Board of Trustees, whenever required, an account of financial condition of the association and of all transactions made by him as Treasurer. He shall also perform such other duties and functions as may be assigned to him by the Board of Trustees. (Last sentence which read, “He shall post a bond in such amount as maybe fixed by the Board of Trustees” was deleted).
Section 8. Auditor – The Auditor shall examine financial records and audit money. He shall also perform other functions as may be provided for by the Board of Trustees.
Section 9. Two Business Managers – The two Business Managers shall initiate and submit to the Board of Trustees a business plan for the association. They shall assist the President in the proper implementation of the business plan whenever approved by the Board of Trustees. They shall perform other functions as may be assigned to them by the Board of Trustees.
Section 10. Public Relations Officer – The Public Relations Officer shall be responsible for the promotion and protection of the name and public image of the association. He shall be in charge of all media relations and exposure. He shall assist the President and the Secretary in the proper dissemination of the information among members of the association. He shall perform such other functions as maybe assigned to him by the Board of Trustees.

ARTICLE V MEMBERS

Section 1. Qualification for Membership – The Board shall determine the qualifications of an applicant for membership.
Section 2. Rights of Members – A member 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 avail of all the facilities of the association;
e. To examine all the records or books of the association during business hours;
f. To receive all benefits approved by the Board of Trustees.
Section 3. 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 that may be called by the Board of Trustees;
c. To pay membership dues and other assessments of the association.

ARTICLE VI BOARD OF ADVISERS
Section 1. Board of Advisers – A Board of Advisers shall be composed of Fifteen members to be selected by the Board of Trustees who will serve in a consultancy and advisory capacity to the association. It will be a collegial body which shall elect among its members a Chairman who shall be an ex officio member of the Board of Trustees of the association.
Section 2. Members – Members of the Board of Advisers shall be selected by the Board of Trustees from a list of nominees who are willing to serve. These may be persons who by virtue of their education, experience and stature in the community shall be able to contribute wise counsel and provide guidance to the association.
Section 3. Term of Office – The term of office of the Board of Advisers shall be co-terminus with the term of office of the Board of Trustees.
Section 4. Compensation – Members of the Board of Advisers shall receive no compensation for their services. Subject to an appropriation by the Board of Trustees, a reasonable amount of honorarium or per diem may be given each member of the Board of Advisers.

ARTICLE VII SUSPENSION, EXPULSION AND TERMINATION OF MEMBERSHIP
Section 1. Suspension, expulsion and termination of membership shall be in accordance with the rules and regulations of the association. Any member of the association may file charges against a member by filing a written complaint with the Secretary of the association. The Board of Trustees shall call a special meeting of the members to consider the charges. The affirmative vote of one third (1/3) of all the members of the association shall be necessary to suspend a member, provided, that where the penalty is expulsion, the affirmative vote of at least two thirds (2/3) of all the members shall be necessary to expel a member.

ARTICLE VIII FUNDS
Section 1. Funds – The funds of the association shall be derived from admission fees, annual dues and special assessments of members, gifts, donations or benefits.
Section 2. Fees and Dues – Every member of the association shall, in addition to the membership fee, pay dues and/or assessments that may be imposed by the association from time to time.
Section 3. Annual Membership Fee – Every member shall pay an annual membership fee of Php600 payable at Php50 per month provided, however, that a member may pay in advance the annual membership fee at a discounted amount of Php500. The Board of Trustees may increase/decrease the annual membership fee subject to the approval of a majority of the members at each annual general meeting.
Section 4. Lifetime Membership Fee -- Any member may choose to pay a lifetime membership fee in the amount of Php2500 payable once in advance in lieu of the annual membership fee. The Board of Trustees may increase the lifetime membership fee subject to the approval of a majority of the members at the annual general meeting, provided that such increase shall not apply to those who have already paid a lifetime membership fee prior to the approval of such increase.
Section 5. 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 Trustees may designate other signatories.
Section 6. Fiscal Year – The fiscal year of the association shall be from January 1 to December 31 each year.

ARTICLE IX CORPORATE SEAL
Section 1. Form – The corporate seal of the association shall be in such form and design as may be determined by the Board.

ARTICLE X AMENDMENTS OF THE BY-LAWS
Section 1. Amendments – These by-laws, or any portion thereof, may be amended or repealed by a majority vote of the Board of Trustees and ratified by a majority vote of the members at any regular or special meeting of the general membership duly held for the purpose.

Adopted this 28th day of October 1989 in Baguio City by the affirmative vote of the undersigned members representing a majority of the members of the association in a special meeting duly held for the purpose.

Sgd. SILVERIO A BITENG Sgd. JOHN C QUINIONES

Sgd. CONRADO P. MAPALO Sgd. GAVINA B. YEN

Sgd. MARDONIO B. BERNARDO