WHEREAS, the alumni of Manresa School hold a special interest in helping the school fulfill its mission as an academic institution;
WHEREAS, the alumni hold a special interest in promoting and maintaining the spirit of unity among its members;
WHEREAS, the alumni may only effectively carry out said concerns through proper organization and a rational ordering of organization functions and activities;
WHEREFORE, we the alumni of Manresa School ordain and promulgate the following Constitution and By-Laws.
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ARTICLE I
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Name and Seal
Section 1. Name. The name of this Association shall be the Manresa School Alumni Association, Inc. (MSAA)
Section 2. Form. The corporate seal of the Association shall be in such form and design as may be determined by the Board.
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ARTICLE II
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Nature and Objectives of the Association
Section 1. The Association shall be organized as a non-stock, non-profit organization. it may undertake revenue-raising activities to fund its projects, provided that no part of its net income shall inure to the benefit of a private person or entity.
Section 2. Of the total fund of the Association, at least seventy percent (70%) thereof shall be used for its projects and purposes consistent with the objectives for which the Association was formed, and not more than thirty percent (30%) of the Association funds shall be used to defray its administrative expenses.
Section 3. The Association shall have the following objectives:
a. To promote and maintain unity among its members. For this purpose, it shall provide for effective channels of communications among its members and between the Association and the School;
b. To safeguard the rights and interest of its members and of the Association.
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ARTICLE III
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Members
Section 1. Qualifications for Membership. All high school graduates of Manresa School automatically become members of the Association. Manresa School alumni who have studied at the school for at least three (3) consecutive years but were not able to graduate High School may apply for honorary membership in the Association, subject to such rules and regulations as may be prescribe by resolution of the Board of Trustees in any of its regular or special meetings.
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 for 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.
Section 3. Duties and Responsibilities of the Members. A member shall have the following duties and responsibilities:
a. To obey and comply with the constitution and 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.
Section 4. Termination of Membership. Membership in the Association ceases upon death, resignation duly accepted, or revocation of membership through a majority vote of the Board of Trustees due to acts inimical to the Association. Any resignation by a member must be in writing, stating the reasons for resignation, and shall be accepted by the Board on its merits and only upon prior clearance of the member's accounts with the Association.
Section 5. Suspension of Membership and Expulsion from the Association. Suspension and expulsion of membership shall be in accordance with the rules and regulations of the Association. any member of the Association may be suspended or expelled for non-fulfillment of duties as a member, or for conduct contrary to the objectives or otherwise detrimental to the interests of the Association. NO member shall be expelled, suspended or otherwise penalized without due process. During such instances, the Board of Trustees shall be the judicial body to make the final decision on the imposition of penalties.
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ARTICLE IV
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Board of Trustees and Officers
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.
Section 2. Qualifications. The officers and trustees to be elected must be of legal age and members of good standing who express their willingness and availability to serve with the fullest commitment shall be eligible for any elective position.
Section 3. Composition. The Board of Trustees shall be composed of the association officers elected at large, and one class representative coming from each class of High School alumni with surviving members. The class representative may be elected or appointed, depending on the discretion of each class.
Section 4. Officers. The officers of the Association shall be a President, a Vice-President for Internal Affairs, a Vice-President for External Affairs, a Secretary, a Treasurer, and an Auditor. They shall be elected by the members during the annual meeting. The Board may combine compatible offices in a single person.
Section 5. Disqualification of Trustees or Officers. No member convicted by final judgement of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Corporation Code of the Philippines committed within five (5) years prior to the date of his election or appointment, shall qualify as a trustee or officer.
Section 6. Term of Office of Officers and Trustees. The members of the Board of Trustees and Officers shall hold office for two (2) years and/or until their successors are duly elected and qualified.
Section 7. The Board of Trustees shall have the power to fill vacancies in its membership due to death, resignation, permanent incapacity, expulsion, suspension, or employment in or immigration to a foreign country, or increase the numbers of the directors.
Section 8. The Board of Trustees shall establish policies and enunciate programs calculated to fulfill the objectives of the Association. The Board of Directors may crate such bodies and offices and authorize the establishment of chapters of the Association as it may deem proper and necessary.
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ARTICLE V
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Functions, Powers of Officers
Section 1. President. The President shall be the Chief Executive Office of the Association. He shall preside in all meetings of the members of the Association and the board of trustees.
He shall execute all resolutions of the Board of Trustees. He shall be charged with directing and overseeing the activities of the Association. He shall submit to the Board as soon as possible after the close of each fiscal year, and to the members of each annual meeting, a complete report of the activities and operations of the Association for the fiscal years under his term.
The President shall represent the Association in all contracts and agreements the same may enter into. He shall open accounts, sign and endorse, check drafts and other negotiable instruments in the name of the Association. He shall appoint committees, as he may deem necessary in the furtherance of the purposes of the Association. He shall authorize expenditures and perform such other duties and functions inherent to the office of the President.
Section 2. Vice-President for Internal Affairs. The Vice-President for Internal Affairs, if qualified, shall exercise all powers and perform all duties of the president in case of the latter's absence, temporary or permanent incapacity or permanent vacancy of the office of the President arising from death, resignation, expulsion, or any other cause. He shall coordinate the internal affairs of the Association and shall perform other duties that may be assigned by the Board of Trustees.
Section 3. Vice-President for External Affairs. The Vice-President for External Affairs shall assume the duties of the Vice-President for External Affairs in the case of the latter's absence, temporary or permanent incapacity or permanent vacancy of the office arising from death, resignation, expulsion or any other cause. He shall act as a liaison officer and official representative of the Association in its dealing with civic, ceremonial, or social functions, or professional organization s for the purpose of advancing the objectives of the organization. He shall coordinate the external affairs and special projects of the Association and perform such other functions as may be conferred upon his person from time to time by the Board of Trustees.
Section 4. Secretary. The Secretary shall give all notices required by these by-laws and keep the minutes of all meetings of the members and of the Board of Trustees 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 members' register and the correspondence files of the Association. He shall take minutes and keep records of the proceedings of the Board, various committees, as well as general membership of the Association. He shall establish an effective communication system among the members of the Association and with Manresa School. He shall also perform all such other duties and work as the Board of Trustees may from time to time assign to him.
Section 5. Treasurer. The Treasurer shall have custody of the funds, receipts, and disbursements of the Association. He shall keep all moneys and other valuables of the Association in such banks as the Board of Trustees may designate. He shall keep and have charge of the books of accounts. he shall effect the prompt collection of all yearly dues, fees, or other contributions of the members. He shall also perform such other duties and functions as may be assigned to him from time to time by the Board of Trustees. He shall post a bond in such amount as may be fixed by the Board of Trustees.
Section 6. Auditor. The auditor shall conduct period examinations of all funds and accounts of the Association. He shall render an examination report on the results of his audit to the Board, fifteen (15) days after the end of every calendar year.
Section 7. In no time shall an individual hold simultaneous the positions of President, Treasurer and/or Secretary. In the case of incapacity of any officer to discharge his duties, the Board of Trustees shall elect from among themselves and the replacements. Said elected individual shall hold office only for the unexpired portion of his predecessors.
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ARTICLE VI
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Meetings
Section 1. Annual meetings. The annual meetings of the members shall be held at the principal office of the Association on any date in October of each year. The President shall render his annual report to the members regarding the activities of the Association. The election of directors shall also be held during this regular meeting.
Section 2. Special Meetings. Special meetings of the members shall be called as the need thereof arises, by the Board of Trustees or the President or upon petition of 1/3 of the general membership.
Section 3. Notices. Notices of the time and place of annual and special meetings of the members shall be by registered or ordinary mail or by personal service, or by public announcement through media addressed to the members, at least two (2) weeks before the purpose or purposes of the meeting.
Section 4. 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 oat the meeting, except those matters where the Corporation code requires the affirmative vote of a greater proportion. Provided however, that when in the interest of preventing irreparable injury to the Association or its constituents, the incumbent Board of Trustees may:
a. Pass a resolution requiring a larger number of members to be present, or
b. In a special meeting duly called for that purpose, pass the needed resolution without the approval of the members.
Section 5. Order of Business. The order of business at the annual meeting of the members shall be as follows:
a. Proof of service of the required notice of the meeting.
b. Proof of the presence of a quorum.
c. Reading and approval of the minutes of the previous annual meeting.
d. Unfinished business.
e. Report of the President.
f. Election of the Trustees for the ensuing year (if applicable).
g. Other matters.
Section 6. Voting Proxy. Each member shall be entitled to one vote, and he may vote either in person or by proxy, which shall be in writing and filed with the Secretary of the Association before the scheduled meeting.
Section 7. Board Meetings. The Board of Trustees shall have its quarterly meetings on the fourth Sunday of the month. It shall hold an annual meeting to coincide with the general meeting or at any time the President, or any three members of the Board find need for such a meeting.
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ARTICLE VII
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Fund
Section 1. Funds. The funds of the Association shall be derived from admissions fees, annual dues and special assessments of members, gifts, or donations.
Section 2. Disbursements. Withdrawals 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 3. Fiscal Year. The fiscal year of the Association shall be from January 1 to December 31 of each year.
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ARTICLE VIII
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Chapters and Retired Batches
Section 1. Chapters of the Association may be organized in different places be in the Philippines or other counties. Such chapters shall have the same types of members as provided in these constitution and by-laws. Once recognized by the Board of Directors, such chapters may freely use the trademarks, and service marks of the Association provided that the specific place and/or office wherein a particular chapter is organized are stated after the name of the Association.
Section 2. High School classes that no longer have surviving members to act as Board of Trustees representative for their respective class will be removed from the Board of Trustees after confirmation by the Board and execution of a Board Resolution retiring the Class from being a member of the Board of Trustees of the Association. A retired High School Class Trustee's seat can no longer be re-instated beyond five (5) years of the execution of the Board Resolution for that class' retirement.
Copyright © 2001 Manresa School Alumni Association. All rights reserved.
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