CONSTITUTION AND BY-LAWS:

CONSTITUTION AND BY-LAWS
of
SCHOOL FOR RESERVE COMMISSION/ARMED FORCES OF THE PHILIPPINES OFFICER CANDIDATE SCHOOL ALUMNI ASSOCIATION, INCORPORATED (SRC/AFPOCS AA, INC)

ARTICLE I
NAME, OFFICE AND SEAL
SECTION 1. NAME - The name of this Corporation shall be SCHOOL FOR RESERVE COMMISSION/ARMED FORCES OF THE PHILIPPINES OFFICER CANDIDATE SCHOOL ALUMNI ASSOCIATION, INCORPORATED (SRC/AFPOCS AAI) herein after referred to as the Association.

SECTION 2. PRINCIPAL OFFICE - The principal office of the Association shall be located at 2/F Veterans Center Building, Camp General Emilio Aguinaldo, Quezon City, Philippines.

SECTION 3. SEAL - The Corporate seal of the Association shall be designed and approved by the Board of Directors of the Association.


ARTICLE II
MEMBERSHIP
SECTION 1. QUALIFICATION FOR MEMBERSHIP - Following are eligible to become members of this Association.
(a) All SRC/AFPOCS Graduates (Foreign/local School);
(b) Graduates of the Officer Candidate Program;
(c) Any other Commissioned Officer of the AFP and specially designated individuals sponsored by a regular member and approved by the Board of Directors.

SECTION 2. ADMISSION PROCEDURE - An officer eligible for membership may join the Association by filing his/her application with the Membership Committee, which shall evaluate the application and submits its recommendation to the Board. Upon approval by the Board of his/her membership, he/she becomes a member by paying the required fee(s).

SECTION 3. MEMBERSHIP FEE - Upon acceptance, the applicant shall pay membership fee of one hundred pesos (P100. 00).

SECTION 4. MONTHLY DUES - The monthly due shall be one hundred pesos (P100.00).

SECTION 5. VOTING RIGHTS - Members who are of good standing shall have the right to vote and voted upon, each being entitled to one(1) vote: Provided, that only members who are current in the payment of their dues, fees and other assessment shall be considered members of good standing. Members who are not of good standing may attend meeting of the Association but cannot vote and be voted upon.

SECTION 6. TERMINATION OF MEMBERSHIP. Membership in the Association shall cease by death or by termination by the Board of Directors after due process.

ARTICLE III
MEMBERSHIP MEETING
SECTION 1. ANNUAL MEETINGS – The annual meetings of the members of the Association shall be held on the third Saturday of April of each year.
SECTION 2. SPECIAL MEMBERSHIP MEETINGS – Special meetings of the members may be called anytime, as the need arise, by resolution of the Board or by petition of at least three percent (3%) of members entitled to vote, indicating the purpose of such meeting. At such meeting, only the agenda specified in the notice shall be considered.

SECTION 3. NOTICES – Notices of the date, time and place of the meetings of the members shall be sent thru various means, either at least one month before the date set for such meeting.

SECTION 4. QUORUM – At any meeting of the members, ten percent (10%) of the members of good standing present in person shall constitute a quorum and a majority vote of those present constituting a quorum shall be valid as a corporate act, save and except in those matters where the Corporate Code of the Philippines or these By-Laws require the affirmative vote of a greater proportion.

SECTION 5. ORDER OF BUSINESS – The order of business of the Annual Meeting of members shall be as follows:
a. Proof of due Notice of the Meeting.
b. Proof of Presence of a Quorum.
c. Reading and Approval of Minutes of the Previous Annual Meeting.
d. Report of the President
e. Ratification of all acts of the Board
f. Election of Directors for the ensuing year.
g. Other matters.

SECTION 6. LIMITED PROXY VOTING – members shall be entitled to one (1) vote, and they may vote either in person or by proxy, upon approval of the Board of Directors of their requests in writing.


ARTICLE IV
BOARD OF DIRECTORS

SECTION 1. COMPOSITION – The corporate powers of the Association shall be exercised, its business conducted and its property controlled by a Board of Directors composing of fifteen (15) members (ten elected by the general assembly and five Chapter Presidents from the Army, Air Force, Navy, National Police and Retirees). Five (5), or 50% of those elected by the general assembly, shall be elected yearly.

SECTION 2. QUALIFICATION/DISQUALIFICATIONS – Only members of good standing, who have not been convicted nor charged in court of a crime involving moral turpitude, may be elected as Director.

SECTION 3. TERM OF OFFICE – The elected Directors shall hold office for two (2) consecutive terms of two (2) years each starting upon their election and until their successors are duly elected and qualified.

SECTION 4. VACANCY – Any vacancy in the Board, other than removal or expiration of term, may be filled by the remaining elected Directors, if still constituting a quorum, to serve until the next annual meeting and election: Provided, that if a vacancy remains unfilled at the time the Annual Meeting and Election is held, such vacancy shall be filled for the un-expired term by election by the members along with the regular election of Directors.

SECTION 5. ORGANIZATIONAL MEETING – Within seven (7) days after the Annual Meeting and Election of Directors, the new Board shall elect the Officers of the Association. A majority vote of all elected members of the Board is needed in the Election of Officers of the Association.

SECTION 6. REGULAR AND SPECIAL MEETINGS – The Board shall meet regularly once a month at such date, time and places as the Board may prescribe. Special Meetings may be held at any time, as the needs arises, at the call of the Chairman or at the instance of at least five (5) members of the Board.

SECTION 7. NOTICES – Notices of Board Meetings shall be sent to each Directors at least three (3) working days prior to the meeting, indicating the date, time and place, and in case of a special meeting the purpose(s) thereof.

SECTION 8. QUORUM – At all meetings of the Board, eight (8) members shall constitute a quorum for the transaction of business, and a majority vote of the elected members present constituting a quorum shall be valid as a corporate act except as otherwise provided in these By-Laws and the Corporation Code of the Philippines.

SECTION 9. ABSENCE FROM MEETING – An elected Director who has absented himself/herself from three (3) consecutive regular Board Meeting or from a cumulative total of six (6) regular Board meeting during his/her term,
without justifiable reason as determined by the Board, shall be considered as having resigned as Director.

SECTION 10. POWERS AND DELEGATION OF AUTHORITY – All the corporate powers, except as otherwise provided for in these By-Laws and the Corporation Code, shall be vested in and exercised by the Board of Directors. The Board may, by resolution, delegate to committees or to Officers, Employees or Agents of the Association such powers or authority which can lawfully be delegated as it may deem proper.


ARTICLE V
OFFICERS, DUTIES AND RESPONSIBILITIES

SECTION 1. OFFICERS – The Corporate Officers of the Association shall consist of a Chairman, a Vice Chairman, a President, a Vice President, a Corporate Secretary, a Treasurer, a Corporate Auditor, all of whom shall be elected by the Board from among themselves: Provided, that any two or more positions may be held concurrently by the same person, except that no one shall act as President and Corporate Secretary, as President and Treasurer or as Treasurer and Corporate Auditor at the same time: Provided, further, that the Treasurer shall not hold the same position in any other private or government entity. The Association may also have such Officers as the Board may appoint from time to time.


Section 2. TERMS OF OFFICE - The elected officers of the Association shall hold office for a term of one (1) year starting on their election and until their successors are elected and qualified: Provided, that an elected Officer may be removed from office at any time by a majority vote of all the voting members of the board.

Section 3. VACANCY - Any vacancy in an office shall be filled by the Board for the unexpired term.

Section 4. CHAIRMAN - The Chairman shall preside at all meetings of the members of the Board and the President shall preside at all meetings of the Executive Committee. The President shall see to it that all decisions and resolutions of the members and of the Board are properly implemented by management.

Section 5. VICE - CHAIRMAN - The Vice-Chairman shall assist the Chairman in the performance of the latter duties. He shall perform the duties of the Chairman in the latter’s absence or incapacity.

Section 6. PRESIDENT - The President shall be the Chief Executive Officer of the Association and shall exercise all the powers and discharge all the duties which customarily pertain to said office. He shall exercise general supervision and direction of the affairs and business of the Association and submit to the Board and to the members an annual report on the activities of the Association. He shall execute and deliver on behalf of the Association all contracts and agreements that may be authorized by the Board.

Section 7. VICE PRESIDENT- The Vice President shall assist the President in the performance of the latter duties. He shall perform such other duties as the President or the Board may direct. He shall, if qualified act as President in the latter absence or incapacity.

Section 8. CORPORATE SECRETARY - The Corporate Secretary shall keep all corporate records and documents pertaining to the Association. He shall have custody of the corporate seal and keep a register of the names and addressed of all member of the Association.

SECTION 9. TREASURER – The Treasurer, who must be bonded, shall be responsible for the proper receipt, custody and disbursement of all funds, securities and properties of the Association. He/She shall keep a complete and accurate record of all receipt and disbursements of funds and all financial,
transactions in the corresponding books of accounts of the Association, and see to it that all disbursements are evidenced by proper vouchers. He/She shall deposits in the name and to the credit of the Association all funds, bonds
securities and other valuables in such bank(s) as may be designated by the
Board. He/She shall render a financial report to the Board during its regular meetings and Annual Meeting. He/She shall perform such other duties as may be required by the Law or prescribed by the Board.

SECTION 10. CORPORATE AUDITOR – The Corporate Auditor, who shall be responsible and report directly to the Board, shall be the principal Auditing Officer of the Association. He/She shall pass upon all vouchers and payrolls and see to it that they are properly authorized. He/She conduct periodic inspection of the books of accounts and properties of the Association, and shall verify all financial statements prepared by the Treasurer and render reports thereon to the Board.


ARTICLE VI
COMMITTEES AND FUNCTIONS

SECTION 1. APPOINTING AUTHORITY – Subject to the approval of the Board, the President shall appoint the respective Chairman and members of the different committees, except as otherwise provided in these By-Laws. As much as possible, the committees shall be chaired by the members of the Board.

SECTION 2. STANDING COMMITTEES – The Association shall have the following standing committees, namely: Executive Committee, Membership Committee, Financial Committee, Legal Committee and Elections Committee. The Board may create such other committees, as it deem necessary.

SECTION 3. EXECUTIVE COMMITTEE (EXCOM) – The EXCOM, composed of all the corporate officers and chaired by the Chairman, shall act in
between Board Meetings on urgent matters requiring Board action, provided that its actions shall be subject to confirmation by the Board, and on other matters delegated and/or referred to it by the Board.

SECTION 4. MEMBERSHIP COMMITTEE – This Committee shall evaluate all applications for membership and submit its recommendation to the Board. It shall, after due process, recommend to the Board termination of membership of any member for act inimical to the interest of the Association.

SECTION 5. FINANCE COMMITTEE – This Committee shall prepare the annual budget of the Association for approval of the Board. It shall assist the Treasurer in the accounting and management of the funds of the Association. It shall recommend to the Board investment policies and guidelines.

SECTION 6. LEGAL COMMITTEE – This Committee shall take charge of all legal matters confronting the Association. It shall study and recommend appropriate actions on legal questions and take measures to comply with legal requirements of government offices and agencies.

SECTION 7. ELECTIONS COMMITTEE – This Committee shall prepare and supervise the conduct of nomination, election of members of the Board. Ratification of Proposed By-Laws Amendments and other Resolutions. At least sixty (60) days prior the election, it shall formulate the guidelines governing the conduct of election and, after approval by the Board, shall immediately disseminate same to all members for their guidance. After the voting, it shall canvass the ballots and proclaims the winners.


ARTICLE VII
CHAPTERS AND FUNCTIONS

SECTION 1. ORGANIZATION – The Army, Air Force, Navy, National Police, and other entities, who wish to organize themselves as Chapter of the Association, shall organize and elect their Officers.


SECTION 2. FUNCTIONS – The various Chapters shall assist the Association in all its programs and activities, such as but not limited to disseminations of information, collection of dues/fees and other assessments, and in solving any problem affecting their member or chapter. They shall coordinate with the Board and/or concerned Officer of the Association on any development initiated they may have or any action they may take in solving their problems.


ARTICLE VIII
FINANCIAL MATTERS

SECTION 1. SOURCES OF FUNDS – Funds of the Association shall come from membership fees and dues, assessments, donations, contributions, investment income and other income generating activities.

SECTION 2. INVESTMENTS - Funds shall be invested in accordance with policies and guidelines prescribed by the Board, which shall consider primarily the safety of the principal and secondarily the rate of return: Provided, that no funds shall be invested in any business where any Officer or Director of the Association has a direct or indirect substantial interest.

SECTION 3. DISBURSEMENT – No money shall be disbursed except for projects and budgeted expenditures duly approved by the Board.

SECTION 4. INSPECTION OF ACCOUNTS – All the accounts, books and records of the Association shall be opened for inspection by any member of the Association of good standing at reasonable hours during business days.

SECTION 5. COMPENSATION – No Director or Officer of the Association shall receive any compensation for his/her services as such, except for per diems and reasonable allowance for transportation and representation:

SECTION 6. PROHIBITION AGAINST SHARING IN EARNINGS – No part of the earnings of the Association shall accrue to the pecuniary benefit of any Member, Director, Officer or Employee of the Association, or any other private individual or entity. No such person(s) shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Association.

SECTION 7. FISCAL YEAR – The fiscal year of the Association shall be from May 1st to April 30th of the following year.


ARTICLE IX
MISCELLANEOUS MATTERS

SECTION 1. RULES OF ORDER – The proceedings of all meetings of the Board and members shall be conducted in accordance with Robert’s Rules of Order.

SECTION 2. INTERPRETATION – On all questions on the interpretation of these By-Laws, the decision of the Board prevail unless and until overruled by the voting members of the Association.


ARTICLE X
AMENDMENTS

SECTION 1. AMMENDMENTS – These By-Laws, or any provisions thereof, may be amended or repealed by a majority vote of the Board at the Annual Meeting or at a Special Meeting duly held for the purpose: Provided, that two-thirds (2/3) of the voting members of the Association may delegate to the Board the power to amend or repeat the By-Laws or to adopt a new one: Provided, however, that any such power so delegated may be revoked by majority of the voting members at the Annual Meeting or a Special Meeting called for the purpose.


ADOPTED this 30st day of May 2009 at AFPCOC, Camp General Emilio Aguinaldo, Quezon City by the affirmative vote of the undersigned members of the Board of Directors representing a majority of the attending members of the Association in the Annual Meeting duly held for the purpose.


SIGNED
COL QUIRINO S CALONZO (CAV) GSC PA
Chairman

SIGNED
LTC ANTONIO R LASTIMADO (INF) GSC PA
Vice-Chairman

SIGNED
LTC THOMAS R SEDANO JR (GSC) PA
President
SIGNED
MAJ ARNULFO FERDINAND G BAJARIN (MI) PA
Vice- President

SIGNED
LTC JOSELYN A REGIS (GSC) PA
Secretary
SIGNED
LTC SHARON G GERNALE WAC GSC (PAF)
Treasurer

SIGNED
MAYOR FLORANTE S GERDAN
Auditor
SIGNED
COL JUAN B VILLANUEVA PAF (RET)
Director
SIGNED
LTC CORNELIO T ARBOLEDA PA
Director
Chairman of Election &
By-Laws Rev Committee


SIGNED SIGNED
LTC JOSELITO B AYOP (GSC) PA LTC JOSE GANY C GALANZA (MI) PA
Director Director


SIGNED SIGNED
LCDR CARLITO L BARIZO (GSC) PN SUPT JEMAR D MODEQUILLO PNP
Director Director