By-Laws of St. Paul Manila Alumni Foundation, Inc. (SPMAFI)

PREAMBLE

We, the graduates of St. Paul Manila, invoking the aid of Almighty God, adhering to the values and ideals embodied in the motto “Caritas Christi Urget Nos,” committed to forming a strong and lasting fellowship among ourselves as we work towards ensuring the continuity of the legacy of our Paulinian education, do hereby ordain and promulgate these By-Laws.

ARTICLE I – MEMBERSHIP

Section 1. Regular Membership. All bonafide graduates of St. Paul Manila automatically become regular members of the Foundation.

Section 2. Associate Membership. Bonafide graduates of other sister Paulinian schools may, upon application with the Foundation and approval by its Board of Trustees, be conferred associate membership.

Section 3. Honorary Membership. Upon application with the Foundation or upon nomination by any seven (7) members of the Foundation and approval by the Board of Trustees, any former student or any faculty members of St. Paul Manila, who are not bonafide graduates thereof, but have displayed marked loyalty to Paulinian ideals, may be conferred honorary membership in the Foundation.

Section 4. Associate and honorary members are non-voting members of the foundation.

ARTICLE II – BOARD OF TRUSTEES

Section 1. Governing Body. The corporate powers of the foundation shall be exercised, its business conducted and property controlled by the SPMAFI Board of Trustees.

Section 2. Composition. The Board of Trustees shall be composed of eleven (11) members, with equal voting rights, ten (10) of whom shall be elected by the bonafide members in good standing of the Foundation in an election to be conducted in an election as prescribed in article 6 hereof. The one (1) remaining member shall be duly designated by the St. Paul Manila to represent the school in the Board. The board shall be composed of six (6) elected representatives from the High School and four (4) from the college department, one from each college.

Section 3. Qualifications. In order for a member to be elected as a member of the Board of Trustees, one must possess the following qualifications:

1. must be of legal age and a bonafide graduate of St. Paul Manila;
2. must be a member in good standing and must have fully paid all membership obligations;
3. must be a resident of National Capital Region during his/her term of office as Board Trustee;
4. must be nominated by any member of the Foundation;
5. must inform the Board in writing of her willingness to serve as Board of Trustee for the entire term of office;
6. must not have been convicted of any crime involving moral turpitude.

Section 4. Term of Office. The trustees shall hold offices for regular term of three (3) years and until their successors are duly elected and qualified.

Section 5. Induction. All the officers of the Foundation and the members of the Board of

Trustees shall be installed in a ceremony to be held in St. Paul Manila and shall take an oath before the President of the University (or her designate) to uphold and defend the constitution and By-Laws of the Foundation and to work wholeheartedly for the attainment of the objectives of the foundation.

Section 6. Vacancies. In the event of death, resignation or incapacity of any member of the Board, the Board of Trustees may, upon motion, replace said member by the nominee who garnered the next highest number of votes during the last election. In the event of continued absence of a member of the Board who does not voluntarily relinquish her position, or in the case of removal for cause, the Board of Trustees, shall, in a meeting called for the purpose and upon vote of the majority thereof, a quorum being present, move to replace said member in the same manner as above-prescribed.

Section 8. Powers, Function and Duties. The Board shall have the following functions, powers and duties:

1. To take charge and be responsible for all the affairs and activities of the Foundation;
2. To establish rules and regulations which shall serve as guidelines in the management of the foundation;
3. To raise funds and look for other sources of income to support the objectives and projects of the Foundation;
4. To create and constitute committees as may be necessary for the proper conduct of the activities of the Foundation;
5. To hire employees as may be necessary;
6. To create additional position(s) of officers of the Board not expressly provided for in this Constitution and by-Laws, and to provide for the manner by which such position(s) may be occupied;
7. To perform such other functions and duties as may be necessary to attain the objectives purposes of the Foundation.

ARTICLE III – OFFICERS

Section 1. The Officers. The officers of the Foundation shall be the President, First Vice-

President, Second Vice-President, Secretary, Treasurer, Auditor, and Public Relations Officer. They shall be elected by the Board of Trustees from among themselves, to serve for a term of one (1) year or until their successors have been duly elected.

Section 2. The President. The president shall be the chief executive officer of the Foundation. She shall have the following duties and functions:

1. Preside at all meetings and deliberation of the Foundation and of the Board of Trustees;
2. See to it that all orders and resolutions of the Board of Trustees are carried into effect;
3. Be the official representative of the Foundation at all occasions and on all matters wherein said representation may be required. She may delegate such representation to any member of the Board or in the inability of any of the latter, to any regular member of the Foundation who may be willing to take on the representation. However, such delegated representation shall only be specifically for the purpose for which such representation is required;
4. Shall have general supervision of the affairs of the Foundation and manage the operations of the Alumni Office;
5. Sign all correspondence and official documents of the Foundation including contracts authorized by the Board of Trustees;
6. Submit annual report to the members of the Foundation during the General Membership Meeting at the Annual Homecoming;
7. Perform such other duties as may be necessary to incidental to the discharge and performance of the functions of her position.

Section 3. The Vice-President for Internal affairs. The Vice-President for Internal affairs shall have the following duties and functions:

1. Assume the duties and responsibilities of the President in case of the latter’s death, absence, disability or resignation;
2. Organize an efficient and reliable internal communication system;
3. Acts as an arbiter in case of conflict between members of the Board of between the Board and the school administration;
4. Head the Ad hoc Committee that may be created to handle special projects of the foundation and the appoint members thereof;
5. Perform such other duties as may be necessary or incidental to the discharge and performance of the functions of his/her position.

Section 4. The Vice-President for External Affairs. The Vice-President for External Affairs shall have the following duties and functions:

1. Assume the duties and responsibilities of the Vice-President in case of the latter’s death, absence, disability or resignation;
2. Coordinate with the membership committee and act as liaison with the Foundation’s members;
3. Perform such as duties as may be necessary or incidental to the discharge and performance of the functions of his/her position.

Section 5. The Secretary. The secretary shall have the following duties and functions:

1. Keep the minutes of all the meetings of the foundation and the Board of Trustees;
2. Be the custodian of the seal, documents and the records of the Foundation;
3. Handle all correspondence of the Foundation;
4. Certify all official acts of the Foundation;
5. Perform such other duties as may be necessary or incidental to the discharge and the performance of the Foundation on his/her position.

Section 6. The Treasurer. The Treasurer shall have the following duties and functions.

1. Collect all fees, dues or contributions from members of the foundation as required by this Constitution and By-Laws or as may be agreed upon the Board;
2. Act as the custodian of all properties and funds of the Foundation and deposit said funds with the designated bank;
3. Disburse and reimburse funds in accordance with the appropriations made by the Foundation;
4. Issue receipts for funds collected and release vouchers for funds disbursed;
5. Prepare the financial reports annually and present such reports to the members of the Foundation during the General Membership Meeting or as may be deemed necessary;
6. Perform such other duties as may be necessary or incidental to the discharge and performance of the functions of his/her position.

Section 7. The Auditor. The Auditor shall have the following duties and functions;

1. Audit all accounts of the Foundation;
2. Examine the books periodically as often as may be necessary;
3. Ensures that the adequate internal controls are enforced in the management of financial resources of the foundation;
4. Ensure that the foundation complies with all government reportorial requirements;
5. Perform such other duties as may be necessary or incidental to the discharge and performance of the functions of his/her position.

Section 8. The Public Relations Officer. The Public Relations Officer shall have the following duties and functions:

1. Promote good relations with the academic community, the media, other organizations and the public and the assist the President in all matters pertaining to these;
2. Take charge of the content for all communication channels of the foundation;
3. Create publicity for the activities of the foundation;
4. Be the official spokesperson of the foundation;
5. Perform such other duties as may be necessary or incidental to the discharge and performance of the functions of his/her position.

ARTICLE IV – THE SISTER MODERATOR

Section 1. The Sister Moderator. The Sister Moderator shall be chosen by the Board upon nomination or recommendation of the St. Paul Manila Administration. The Moderator shall be a Paulinian Sister assigned to St. Paul Manila and shall serve a tenure similar to that of the members of the Board.

Section 2. Duties and Functions. The Sister Moderator shall have the following duties and functions:

1. Act as liaison officer between the Foundation and the St. Paul Manila Administration;
2. Act as the coordinator between the Foundation and the candidates for graduation from the different departments of the school to assure a smooth transition of the latter from students to members of the Foundation;
3. Direct all departments of the school to provide the Foundation with the list of names and addresses of all candidates for graduation;
4. Perform such other duties and functions as may be necessary to attain the objectives and purposes of the Foundation.

ARTICLE V – MEETINGS

Section 1. Annual Membership Meeting. General Membership meetings of the Foundation shall be held every year during the Annual General Alumnae Homecoming or on the last Sunday of January.

Section 2. Special Membership Meetings. Special meetings of the Foundation may be called as the need thereof arises, by the Board of Trustees, or by the President or upon written petition of at least thirty (30) regular members.

Section 3. Regular Meetings of the Board. Regular Meetings of the Board shall be held once a month at the regular date and time set by the Board.

Section 4. Special Meeting of the Board. Special meetings of the Board may be called by the President on her own initiative, or upon the request of at least (3) members of the Board.

Section 5 Notice for the Meetings.

Notice for the General Membership Meeting shall be issued at least one (1) month before the appointed date thereof in all available platforms. Notice for the special meetings of the Foundation shall be issued two (2) weeks before the designated or appointed date and should briefly state the purposes for the said meeting.

Notice for regular monthly meetings of the Board may be done verbally and any member present during a previous meeting is deemed to have been duly informed of the next scheduled meeting, without need of further notice. Notice for special Board meetings must be done through any available platform and at least one (1) week before the designated or appointed date and should briefly state the purpose for said meeting.

Section 6. Quorum. A Quorum for any meeting of the Foundation members shall consist of the majority of members present 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.

ARTICLE VI – ELECTION PROCEDURE

Section 1. Pre-Election Procedure. The incumbent Board shall call for nominations from the general members of the foundation at least three (3) months prior to the election of a new set of Board of Trustees. All nominees shall be informed in writing by the Board of their nomination. The said nominees shall be required to convey to the foundation, in writing, their acceptance of their willingness to serve, if elected.

Section 2. Election Committee (ELECOM). The election shall be conducted by the Election Committee (ELECOM) of three (3) members, who shall not be eligible to run in the same election they are conducting. The members of the ELECOM shall be appointed by the Board of Trustees of the Foundation.

Section 3. Election Proper. The election shall be held every three (3) years with voting done either in person or by remote communication and in absentia as may be deemed feasible by the SPMAFI Board of Trustees prior to or during the General Membership Meeting. Only bonafide members in good standing who have paid their membership fees for the homecoming year and lifetime members shall be allowed to cast their vote. The duly elected members of the board will be announced and presented during the Alumni Homecoming.

ARTICLE VII – Dues and Fees

Section 1 Membership fees of New Graduates. A membership fee shall be collected from every new graduate at the time she applies for graduation with the school administration. The school administration shall include in the graduation dues the membership fees due to the Foundation, which it shall remit to the Foundation after final accounting. The amount of the fee shall be decided by the board according to current rates and relayed to the school’s Accounting Department, at least two (2) months before graduation.

Section 2. Regular Membership Fees. Regular members are required to pay an annual

membership fee of Php 600.00. The amount of the fee may be increased accordingly by a majority decision of the Board at any time it may deem necessary.

Section 3. Life Membership Fees. A lifetime membership fee of Php7500.00  shall be collected from any member who shall wish to become a lifetime member. This amount may be increased accordingly by a majority decision of the Board at any time it may deem necessary. A lifetime member shall no longer be charged the annual fee.

Section 4. Exemption. Honorary and associate members shall not be required to pay any kind of fees or dues.

Section 5. Additional Fees and Dues. With a majority decision by the Board, additional fees or dues may be imposed or funds may be raised among the members of the Foundation as the need arises.

ARTICLE VIII – CORPORATE SEAL

Section 1. Form. The corporate seal of the foundation shall be in such form and design as may be determined by the Board.

Section 2. Fiscal year. The fiscal year of the Foundation shall be from January 1 to December 31 of each year.