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Constitution & Bylaws 2016

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UNIVERSITY OF THE PHILIPPINES
MEDICAL ALUMNI SOCIETY IN AMERICA

Preamble
We, graduates of the University of the Philippines College of Medicine, united by an invisible bond of love, respect, and concern for each other and for our Alma Mater, imbued with the spirit and tradition of excellence, scholarship, and leadership, and transplanted into this North American Continent by choice, fate, or force of circumstance, with the blessings of God, gather ourselves into a common union, and form this Society.
1.00 NAME
The organization shall be called University of the Philippines Medical Alumni Society in America (UPMASA).
2.00 PURPOSES
2.01 The society is organized exclusively for charitable, educational, and scientific purposes. Its objectives are:
A. To promote the science and art of medicine.
B. To elevate the standards of medical education nationally and internationally.
C. To make distributions to organizations that qualify as exempt organizations under Section 501 (C) (3) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Internal Revenue Law.
2.02 To unite all U.P. medical graduates in America, and thus united, to work harmoniously with other medical associations with similar purposes, to advance the welfare of Filipino Physicians, and to promote the well-being of Filipinos here and in the Philippines
2.03 No part of the net earnings of the society shall be to the benefit of or be distributable to its members, officers, or other private persons, except that the Society shall be authorized and empowered to pay reasonable compensation for services rendered, to make payments and distributions in furtherance of the purposes set forth in 2.01. No substantial part of the activities of the society shall be for propaganda purposes or attempts to influence legislation; and the Society shall not participate or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of this constitution, the Society shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (C) (3) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law, or by a corporation to which contributions are deductible under Section 170 (C) (2) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law.
2.04 Upon dissolution of the Society, the Board of Governors shall, after paying or making provisions for the payment of all liabilities of the Society in accordance with the provisions of 2.01. Any assets not so disposed of shall be disposed of the by the court of appropriate jurisdiction in accordance with the objectives set forth in 2.01.
3.00 MEMBERSHIP
3.01 Individual Membership
The Members of the Society shall be doctors of medicine who are graduates of the University of the Philippines College of Medicine and who are presently or had resided in the United States of America or Canada. They shall pay required membership dues in order to exercise membership rights.
Applicants for membership must be residents of the United States at the time of filing their application.
3.0101 (1) Charter Life Members ? Founding life Members who pay the required lifetime dues at one time. The total number of Charter Life Members shall be limited to the first one hundred (100) applicants.
(2) Life Members ? Members who pay life membership dues at one time.
3.0102 Emeritus members ? Previous regular or life members who are age 65 years or older and retired from the profession. Emeritus status requires special approval by the Board of Governors.
3.0103 Honorary members are physicians, scientist or other persons of renown who have made outstanding contributions to medicine, allied medical profession, the UPMASA or the Alma Mater.The honorary status can only be conferred by special approval of the Board of Governors. An honorary member shall not be subject to dues or assessments and shall have all the privileges of membership except holding elective office or voting.
3.0104 An affiliate member is a graduate of any other college of the University of the Philippines system who has contributed to the ideals of the UPMASA. The affiliate member status can only be conferred after nomination by an active member of the UPMASA and by approval of the Board of Governors. The affiliate member shall have all the privileges of membership except the right to vote and hold office in the UPMASA.
3.0105 Associate members are graduates of the UPCM who reside outside of North America and physicians who did not graduate from the University of the Philippine College of Medicine but completed postdoctoral studies in the same and/or finished their residencies at the UP-PGH Medical Center. This membership status will be conferred upon completion of an application process and verification that the applicant??s eligibility. Membership fees shall be required of such membership. The associate member shall have all the privileges of membership except the right to vote and to hold office.
3.0106 International members are graduates of the UPCM who reside outside of North America. This membership status will be conferred upon completion of an application process and verification of the applicant eligibility. Membership fee shall be required of such membership and shall have all the privilege of membership including the right to vote and hold office.
3.02 Group Membership
3.0201 Chapters ? Groups composed of individuals eligible for membership, shall be admitted as Chapters when organized as city, state or regional organizations. Chapters shall elect a Chapter President, President-elect and Secretary, and other officers that shall be appropriate for their proper functioning.
The Constitution and By Laws of the each Chapter must be in compliance with the Constitution and By-laws of the UPMASA National. Chapter officers must be members of the UPMASA and comply with the attendance and reporting requirements of the UPMASA. Approval of Chapter membership shall be with the advice and consent of the Board of Governors. The Chapter President becomes a member of the Governing Body.
3.0202 Class ? Groups composed of individuals belonging to a particular graduating year shall be admitted as Class organizations. There shall be only one class organization for each graduating year. Class organizations shall elect a Class President and Secretary and other officers they shall deem appropriate for their proper functioning. The Class President of the silver jubilarian class for that year shall sit in the Board of Governors of the UPMASA. Approval of Class membership shall be with the advice and consent of the Board of Governors.
3.0203 The classes celebrating their 24th and 25th year from graduation shall send representatives to the Board of Governors. Only the representative of the latter, the silver jubilarian class, shall have voting privileges. Each representative shall have a term of office commencing on July 1 and terminating on June 30.
3.03 The Development and approval of group membership will be under the purview of the Class and Chapter Development and Liaison Committee. The Chapter in Process shall be under the purview of the CCDLC. The CCDLC will make the appropriate recommendation to the BOG as to their admission into the National UPMASA.
3.031 The Chapter-in-Process (CIP) shall have a minimum of ten members inclusive of a chairman, a secretary and a treasurer. All members of the CIP shall be dues-paid members of the UPMASA. Any policies and procedures developed by the CIP shall be in compliance with the Constitution and By-Laws of the UPMASA. The financial activities of the CIP shall be under the purview of the UPMASA National Treasurer. In case of the dissolution of the CIP, all monies collected shall accrue back to the UPMASA National Treasury. The CIP shall progress into a full-fledged chapter within 5 years or be rendered dissolved.

4.00 OFFICERS AND BOARD OF GOVERNORS
4.01 The officers of the Society shall consist of the President, Immediate Past President, President-Elect, Recording Secretary, Corresponding Secretary, Treasurer, Auditor, Chair and Vice-Chair, of the Board of Governors.
4.02 All officers hold a term of office of two years. The President and Chair of the Board of Governors cannot be re-elected for a consecutive term.
4.03 The Board of Governors shall act as the Board of Directors of the Corporation and shall include the following as members: (1) The President, Immediate Past President, President-Elect, Recording Secretary, Corresponding Secretary, Treasurer, Auditor, Chair and Vice-Chair of Board of Governors. (2) Presidents of approved and chartered Chapters of the Society organized in accordance with Section 3.0201 of these Bylaws (3) Class President or representative of the silver jubilarian class for that year which shall have been formed in accordance with Section 3.0202 of these Bylaws. The Class President or representative shall be a dues paying member of the UPMASA and shall serve a term of one year. All questions determining official class representation shall be submitted in writing before the Board of Governors and the official decision shall be so determined by the Board. (4) The Past Presidents, except for the Immediate Past President of the society, shall be ??ex-officio?? non-voting members of the Board of Governors. (5) Chairs of standing committees as defined in Section 6.04. (6) Chairs of special committees as defined in Section 6.01. (7) Co-chairs ( Vic-Chairs )of the Permanent Endowment Fund and Membership Committees
4.04 The Board of Governors shall be the policy making administrative body of the Society.
4.05 Elected members of the Board of Governors shall hold a term of office not to exceed two years. The appointed members who are committee chairs serve a term of office consistent with the appointments made by the president subject to approval by the Board. If the elected and appointed members of the Board of Governors are holding two positions on the Board, he or she shall have only one vote. There will be no proxy voting. Committee co-chairs shall be granted representation status on the Board meeting as alternate.
4.06 The Board of Governors shall hold four meetings during the year, one in the Spring, one during the Annual Grand Convention and two meetings conducted electronically through the established BOG e-group in October and January.
4.07 The Board of Governors shall have a transition meeting every two years. The Transition meeting shall be held within two weeks following the induction of the National Officers during the Annual Grand Convention for the express purpose of approving all appointments by the National Presidents to the Standing Committees, the Permanent Endowment Fund, Special Committees, and fill up vacancies, if any, in the National UPMASA Slate of Officers. This shall be attended by all newly elected National officers, the immediate past president and Chapter presidents. All of these BOG members present will constitute a quorum. Upon approval of all appointees and Standing Committee Chairs, the newly constituted Board of Governors shall meet to finish all pending business as the President deems appropriate to start the new administration and help the newly formed Board of Governors acquaint themselves to their new responsibilities.
4.08 The President or the Chair of the BOG may re-schedule the electronic meeting as deemed necessary.
4.09 All members of the Board of Governors shall make a reasonable effort to attend all meetings. A policy of attending a minimum of one in-person meeting in the the Spring or during the Annual Grand Convention and at least one electronic meeting shall be enforced. Any member unable to participate in any meeting must notify the Chair stating the reason and naming a representative before such meeting.
5.00 DUTIES OF OFFICERS AND EXECUTIVE COMMITTEE
5.01 The President is the chief executive and titular head of the Society and shall perform all duties incident to the office of the President. He/She shall perform such duties as may be designated by the Board of Governors. He/She shall preside over the meetings of the Society. The President shall have the power to fill a vacancy in any elected National position for reasons of resignation, incapacity, dereliction of duty, or absence of nominee, within 30 days, subject to approval of the Board of Governors by 2/3 of its members, up to the completion of the term of said office. In the case of incapacity or dereliction of duty, the President shall empanel an Investigative Committee which will submit its findings and recommendations to the Board of Governors within 30 days. The President shall appoint a replacement, effective immediately and without the need for the approval of the Board of Governors, of any elected National member of the Executive Committee or of any Chairperson of a Permanent Standing Committee whose leave of absence lasts longer than or is anticipated to last longer than 30 days if said position has no replacement already provided. The outgoing officer shall, prior to taking leave, effect the transfer of files, documents and passwords to the incoming officer.
5.02 The President-Elect shall perform the duties of the President in the event of absence or incapability of the President and to assume the Presidency of the Society, after the termination of office of the President. He/she will be the chair of the Strategic Planning Committee.
5.03 The Immediate Past President shall be an advisor to the Board of Governors. He/she shall provide the history of the years of his/her Presidency for the Archives Committee.
5.04 The Recording Secretary shall keep the minutes of the meetings of the Board of Governors and the Society and shall perform duties assigned by the President. He/she shall keep an up-to-date roster of all members of the Graduating Class.
5.05 The Corresponding Secretary shall have the duties of issuing notices of meetings and conducting the general correspondence of the Society and the Board of Governors.
5.06The Treasurer shall receive and act as custodian of the funds of the Society. He/She is primarily responsible for the collection of the membership dues and other fees agreed upon by the Society. The Treasurer shall recommend the annual dues and assessments to the Board of Governors. The Treasurer shall furnish the Board of Governors the list of all members qualified to vote. The Treasurer shall submit a financial report at the Annual Meeting and all other meetings of the Board of Governors.
5.07 The Auditor shall be responsible for having the financial statements of the Society audited and shall arrange, with the collaboration of the National Treasurer, for external auditing of annual financial reports. The Auditor shall have access to all financial records of the UPMASA.
The Auditor shall be responsible for the compliance of all responsible officers to meet reporting and regulatory requirements of the UPMASA and the performance of the fiduciary duties of all officers.
5.08 The Chair of the Board of Governors shall preside over the meetings of the Board of Governors.
5.09 The Vice-Chair of the Board of Governors shall preside over the meetings of the Board of Governors in the event of absence or incapability of the Chair.
5.10 The Parliamentarian: The President shall appoint a Parliamentarian who shall help keep order during the meeting of the Board. The Parliamentarian??s right to participate in the deliberation and to vote depends on his original designation in the Board of Governors.
6.00 STANDING AND SPECIAL COMMITTEES
6.01 The President of the Society may form such standing and special committees as may deemed necessary for the proper functioning of the Society. The formation of the standing committees shall be approved by the Board of Governors at any meeting.
6.02 The President, subject to approval of the Board of Governors, shall appoint the Chair of the standing and special committees. Each committee shall be composed of at least three members of the Society unless otherwise specified in these By-Laws, with the President-elect being involved in the selection of the Co-chair ( Vice-Chair ) to allow for the smooth transition of terms.
6.03 The Chair of the standing and special committees shall prepare reports to be presented at the Annual Business Meeting of the regular members of the Society and other meetings of the Board of Governors. Chairs of Standing and special committees serve on the Board of Governors and are required to attend at least one face to face meeting and one e-meeting of the Board of Governors every year. If unable to attend the vice chair or another representative shall be designated to present the committee report.

6.04 The following standing committees shall be formed as permanent standing committees:
a. Archives b. Awards c. Chapter and Class Development Liaison d. Constitution and Bylaws e. Executive Committee f. Finance g. Internet Services Committee h. Medical Missions and Resource i. Membership and Biographical Data j. Nominations k. Permanent Endowment Fund l. Post-Graduate Education and Faculty Development m. Programs n. Project Coordination Committee o. Publications p. Research q. Strategic Planning
6.0401 The Archives Committee shall be responsible for the collection, preservation and proper maintenance of essential historical documents pertinent to the activities of the Society, including but not exclusive to the preparation of exhibits and other educational activities as deemed appropriate.
6.0402 The Awards Committee shall administer all awards presented by the Society except as otherwise provided in these by-laws. The Committee shall solicit, and recommend candidates and develop procedures of all Society awards to ensure continuity, uniformity and procedural consistency in the selection process. The Committee shall submit their recommendations for awards to the Board of Governors in a timely manner for approval. The Committee shall consist of the immediate past president and four other members of the Society.
6.0403 The Chapter and Class Development Liaison Committee shall help maintain existing chapters, assist new chapters in their formation and foster stronger spirit within each class. The Committee will make the proper recommendation to the BOG as to the proper organization and approval of class and chapter membership.
6.0404 The Constitution and By-laws Committee shall consider amendments to the Constitution and By-laws of the Society, as may originate within the committee, referred from the Board of Governors or any other Committee or individual member, and to recommend disposition of such proposed amendments to the Board of Governors and the members of the Society.
6.0405 1. The Finance Committee shall have the function of developing and presenting to the Board of Governors the annual budget of the Society and of developing programs to enhance the Society??s assets including the PEF. The committee shall be composed of the Treasurer, the Auditor, the PEF chair and three (3) other members appointed by the president from its members.
2. The Chair of the Committee shall:
(1) Assist the National Treasurer whenever he/she is out of the country and is unable to perform his/her functions as Treasurer.
(2) He/She shall be a designated alternate signatory to checks in the absence of the Treasurer.
(3) Assist the National Treasurer in guiding and assisting the different Chapter Treasurers in using accounting software, which conforms to the National Treasury??s accounting methods.
(4) Set up guidelines/templates for the different Chapter Treasurers to follow in submitting their financial reports to the National Treasurer. These guidelines shall be disseminated whenever there is a change in person holding the position of chapter treasurer.
(5) Be bonded.
6.0406 The Internet Services Committee shall: (1) Be composed of 5 members, headed by a Chairman appointed by the president and approved by the Board of Governors The Chairman of this committee shall recommend the other 4 members and shall be approved by the Board of Governors. (2) Have a term of two years or until the next President (3) Have the following functions: (a) maintain and regularly update the official UPMASA website, (b) generate web-based administrative reports, (c) maintain online communication within the UPMASA and its component committees, (d) support the UPMASA and its committees by uploading data or announcements, (e) manage online commerce for UPMASA, f. collection and organization of data from internet usage, (h) recommend to the Board of Governors pertinent policies and strategic initiatives for its review and endorsement, (i) and, secure the information and integrity of the aforementioned website 4. Designate a webmaster among its ranks.
6.0407 The Medical Missions and Resource Committee shall have the function of coordinating the Society??s efforts in providing medical relief to the patients in the Philippine General Hospital and urban and rural civic centers in programs under the auspices of the UPCM-PGH and disaster aid and medical relief anywhere needed. It shall function to coordinate the Society??s efforts in soliciting, coordinating and delivering medical supplies, equipment, medicine and services from organizations and individuals.
6.0408 The Membership and Biographical Committee shall maintain membership and biographical data on the Society??s members and encourage participation in the Society??s programs and activities. The membership committee shall have 2 chairs who are both voting members of the BOG. The committee shall furnish and certify the mailing list of qualified Life members and paid annual members to the Corresponding Secretary, Publications committee, Election Committee and the Internet Service Committee. The Membership Committee shall provide the Archives Committee an updated list and directory of the names and addresses of all members who have paid their annual and Life Membership dues on a yearly basis.
6.0409 The Nominations Committee shall have the function of presenting a list of nominees for the elective positions of the national officers of the society. The chair of the committee shall be appointed by the president from the members of the committee.

6.0410 The Permanent Endowment Fund Committee shall have the sole responsibility of raising, investing and preserving the funds of the Permanent Endowment Fund. Its main functions are to provide continuity for all fund-raising efforts of the Society, and find the means of conserving, developing, and propagating the Permanent Endowment Fund. It shall distribute money in accordance with the IRS rules pertaining to the non-profit status of UPMASA as a 501c3 organization.
Other responsibilities include:
a. Submission of a written financial report and activities at the BOG July meeting.
b. Schedule meetings or teleconferences among PEF members, BOG members or Committee Chairs with regards to crucial issues related to PEF.
c. Submission of financial statements before November 15 of each year to the National Treasurer and National Auditor for the annual accounting and audit, respectively.
2.1 Composition: The PEF Committee shall be composed of 6 voting members: the President-Elect, the Treasurer, the Finance Committee Chair and three ( 3 ) appointed members. The appointed members shall be composed of the PEF Chair, the PEF Co-Chair and one other member. The immediate past PEF chairs shall serve as an ex-officio advisory member with no voting privileges. The President shall be an ex officio advisory member who can vote to break a tie.
2.2 The PEF chair, co-chair and one other )member shall be appointed by the president, and presented for approval to the BOG. The terms of office of the President-Elect, the Treasurer and the Finance Committee Chair shall be concurrent with their terms of office. The terms of office of the appointed members shall be 4 years.
2.3 Should a vacancy arise, the PEF Chair shall appoint a replacement to complete the unexpired term.
6.0412 The Post-Graduate Education and Faculty Development Committee (PGEFDC) shall be responsible for coordinating postgraduate lectures by the UPMASA members at the UP College of Medicine (UPCM) and Philippine General Hospital (PGH) and for facilitating faculty development at the UPCM.
6.0413 The Programs Committee shall plan programs and activities for national meetings of the Society and coordinate with celebrating classes activities held at the annual meetings of the Society. Committee members shall include members of the silver jubilarian classes within the three- year period (i.e. the year before, the year of and the year past the silver jubilee), the local chapter host of the annual meeting site, the local chapter host of the future meeting sites and the president-elect.
6.0414 The Publications Committee shall review all publications of the Society, including but not exclusive to the UPMASA Newsletter, Directory and Biographical Data, brochures and promotional material pertinent to programs and activities of the Society. The Committee shall be chaired by the Editor-in-chief of the Newsletter, with members from the Membership and Biographical Committee, Program Committee and other members appointed by the president with approval by the Board of Governors.
6.0415 The Research Committee shall function to coordinate the Society??s efforts in maintaining the high standards of research and academic excellence in the UP College of Medicine, PGH and the Philippines.
6.0416 The Strategic Planning Committee shall identify issues related to the goals and objectives of the Society, develop action plans for addressing those issue and make appropriate recommendations to the Board of Governors. The Committee shall consist of the president-elect who will be the chair, a past president and at least two other members of the Society.
6.0417 The Project Coordination Committee (PCC) shall review funding proposals and oversee projects funded by UPMASA. All proposals and request for funding and financial support shall be directed to this committee. It shall provide the process for the release of funds, preservation of accountability and evaluation of projects. The members of the committee shall include the Incumbent President, the President-Elect, the National Treasurer, the Chairs of the PEF, Medical Missions, Post-Graduate Education and Faculty Development Committee, Research Committee and two (2) other members of the Society appointed by the Chair with the approval of the BOG. The Immediate Past-President shall be an ex-officio member. The Chair of the PCC shall be appointed by the President for a term of two years and co-terminus with the term of the appointing President.
6.05 The Executive Committee shall be the administrative body of the Society during the interval between annual business meetings of the members of the Society and the Board of Governors.
The Executive Committee shall be a standing Committee of the Society and shall be subject to the Board of Governors. The officers of the society as defined under 4.01 shall form the Executive Committee of the Society.
6.06 Special or Ad-hoc Committees shall be created by the President and dissolved by the President upon completion of their function and duties. Special or ad-hoc committees shall be automatically dissolved at the end of the term of the President.
6.07 Rules and Guidelines for the Standing Committees. The chair of each committee shall make available Guidelines, Rules and Policies for the conduct of Standing and Ad-hoc committee. The Rules and Policies shall be reviewed on a timely basis.
7.00 MEETINGS AND QUORUMS
7.01 Society Meetings
7.0101 The members of the society shall hold at least one annual business meeting each calendar year. The date, time, and place of the annual meeting shall be determined by the Board of Governors. Officers, except for the immediate Past President, shall be elected by the members every two years at their annual meetings.
7.0102 Other meetings of the members of the Society may be held at any place, at any date and time, upon the call of the President of the Society with the concurrence and approval of the Board of Governors, or by the majority of the members present at any Annual Meeting of the Society, or upon written request of twenty-five percent (25%) of all members in good standing.
7.0103 Notice of Annual Business meetings of the Society must be given at least one month prior to the meeting.
7.0104 Any number of members of the Society attending an annual Business Meeting shall constitute a quorum, and the majority vote of those present shall be the official decision of the Society.
7.02 The Board of Governors Meetings
7.0201 The Board of Governors shall conduct 4 meetings each year as defined in Section 4.06
7.0202 Additional meetings of the Governing Body may be called at any time by the President with the concurrence of the Board of Governors, or at the request of at least five members of the Board of Governors.
7.0203 At least two day’s notice for such meeting shall be given to all members of the Board of Governors. The notice shall specify the purpose of the meeting and shall include an agenda for such additional meetings.
7.0204 Fifteen (15) members of Governors attending any Board of Governors meeting shall constitute a quorum.
7.03 Committee Meetings
7.0301 Each standing or special committee of the Society shall have a Chair, a vice-chair and a Secretary, except the PEF and Membership committees that shall have two co-chairs, who are both voting members of the BOG. The committee Secretary shall keep the minutes of the meetings of the committees. A copy of the minutes of the meetings of the committees shall be transmitted to the Secretary and President of the Society.
7.0302 All standing and special committees of the Society shall hold at least one meeting each calendar year at the call of the committee chair.
7.0303 A majority of the members of any standing or special committee of the Society shall constitute a quorum at any meeting of the committee.
7.04 Notice of meetings of the Society, Board of Governors, or any standing or special committee shall be deemed to have been delivered if given orally, by telephone, mail electronic mail or telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to a member at the address appearing in the records of the Society.
7.05 Parliamentary Procedures: Robert??s Rules of Order, latest edition, shall govern all meetings of the Society, the Board of Governors, and the Standing and Special Committees.
8.00 DUES AND ELIGIBILITY FOR OFFICE
8.01 The annual dues for each type of membership and life membership dues in the Society shall be determined by the Board of Governors and reviewed periodically.
8.02 Annual dues are assessed on a calendar basis.
8.03 Life members of the Society shall not be assessed further additional annual membership dues.
8.04 Only members who have paid their membership dues for the current year and life members of the Society, are eligible to hold office as Officers and Governors and to vote.
8.05 The Board may reduce membership fee for certain groups of members.
Members whose membership dues have been reduced may hold office and are eligible to vote. Members whose dues payments have been waived for the year do not have the right to vote or to hold office in the National and Chapter level.
8.06. All National and Chapter officers must be of good moral character and unrestricted by disciplinary actions such as the revocation of any medical license or conviction of a felony. Officers must reside in the United States of America during his term of office. If retired from practice, their retirement must not have been due to their licenses being restricted or surrendered for disciplinary reasons. The revocation of licensure or conviction of a felony while in office shall be an automatic disqualification from office. Indictment for a crime shall require a temporary vacation of office until the resolution of such indictment.
8.07 Annual Giving. Voluntary contributions from all members to maintain the operations of the Society shall be included in the annual billing. The voluntary amount shall be determined by the Board of Governors.
9.00 NOMINATIONS AND ELECTIONS
Notwithstanding any existing provisions in these Bylaws, the following sections shall supervene:
9.01 The incumbent President of the UPMASA shall appoint the Chair of the Nominating Committee. Members of the committee shall include: (1) The two most recent past presidents of the national UPMASA. (2) The presidents of approved Chapters, or their designated representatives to the committee.
9.02 The Committee shall submit to the Board of Governors, a slate of nominees for the elective positions of the national society as listed in section 4.01, during the spring meeting of the Board of Governors of the election year. The committee shall function to reduce the number of nominations for each elective office to one or two per elective office, by examination of the qualifications of the nominees, their eligibility as per section 8.00, their previous service to the UPMASA, their past experience and their dedication to the objectives of the UPMASA.
9.03 The Nominating Committee shall solicit nominations from the general membership beginning two (2) years prior to the elections by means of the UPMASA Newsletter and/or other means. Nominations shall be submitted in writing within two (2) years before the date of the elections and each nomination shall be supported by at least three (3) signatures of paid numbers. Following receipt of written nominations, the committee shall contact each member nominated and ascertain their willingness to serve if elected. The written confirmation of the member??s willingness to serve shall be obtained by the committee before the member??s candidacy can be included in the notice of elections sent to all paid members. The written confirmation of the nominee??s willingness to serve shall be received no later than sixty (60) days before the BOG Spring Meeting of that election year. The final slate shall be presented at the BOG Spring Meeting of that year??s election.
9.04 Elections shall be conducted in a dignified manner. The Board of Governors shall conduct, regulate and be responsible for any balloting, tabulation and of ballots, if required. If the Board of Governors decide that election of officers be held by mail, all ballots shall be mailed to all paid members to their last known valid addresses.. at least sixty (60) days prior to the Annual Meeting of the members. All ballots shall be postage marked and returned no later than thirty (30) days prior to the Annual Meeting of the members of the Society. All ties and controversies shall be decided upon by the Board of Governors, sitting ??en banc??. The majority decision of the Board of Governors shall be the final decision.
10.00 AMENDMENTS
10.01 This Constitution and By-laws of the University of the Philippines Medical Alumni Society in America may be amended at any business meeting of the paid members by two-thirds (2/3) majority votes of those present and qualified to vote. The Corresponding Secretary shall send a notice of the business meeting and the proposed amendment to the general membership through a minimum of one of the following means: postal mail, electronic mail or any UPMASA publication, provided that such notice is sent least 30 days prior to the date of the meeting at which the Bylaws are to be amended.
10.02 Proposed Amendments shall have been approved by the Constitution and Bylaws Committee and by the Board of Governors before it is presented to the Annual Meeting of the Society.
11.00 INDEMNITY CLAUSE
11.01 The corporation shall indemnify any person who was or is a party or is threatened to be made a party to or witness in any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was a member, director, or officer of the corporation against expenses (including attorneys?? fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit, or proceeding to the fullest extent and in the manner set forth in and permitted by the Illinois General Not For Profit Corporation Act and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which such member, director, or officer may be entitled apart from the foregoing provisions. The foregoing provisions of this Article shall be deemed to be a contract between the corporation and each member, director, and officer who serves in such capacity at any time while this Article and the relevant provisions of the Illinois General Not For Profit Corporation Act and other applicable law, if any, are in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing, with respect to any state of facts then or theretofore existing, or any action, suit, or proceeding theretofore, or thereafter brought or threatened based in whole or in part on any such state of facts.
11.02 The corporation may indemnify any person who was or is a party or is threatened to be made a party to or witness in any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, by reason of the fact that he or she is or was an employee or agent of the corporation, or is or was serving at the request of the corporation as a member, director, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys?? fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that person in connection with such action, suit, or proceeding to the extent and in the manner set forth in and permitted by the Illinois General Not For Profit Corporation Act and any other applicable law, as from time to time in effect. Such right of indemnification shall not be deemed exclusive of any other rights to which any such person may be entitled apart from the foregoing provisions.

This version incorporates all amendments ratified at the Annual General Meeting, in Chicago, Illinois?July 2016
Submitted by Laurel G. Yap, M.D.
Chair CBL
UPMASA
2015-2017

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