bylaws

PREAMBLE
ARTICLE I | ARTICLE II | ARTICLE III | ARTICLE IV |
ARTICLE V
| ARTICLE VI | ARTICLE VII | ARTICLE VIII |
ARTICLE IX
| ARTICLE X | ARTICLE XI | ARTICLE XII | ARTICLE XIII

PREAMBLE

We, the alumni of Silliman University, in order to create a more solid union, develop mutual interest among ourselves, maintain our loyalty to, and strengthen our love for, our Alma Mater, and uphold her Christian ideals, so hereby form ourselves into an association and adopt this By-Laws.

ARTICLE I

NAME

The name of this organization shall be SILLIMAN ALUMNI ASSOCIATION, INC.

ARTICLE II

OBJECTIVES

The objectives of this organization shall be: to promote mutual interest of Silliman University and its alumni and former students; to help maintain the most beneficial relations between the University and its alumni and former students; to encourage the alumni and former students to aid and advise the University in any manner deemed desirable by both parties; and to encourage cordial relations among the alumni and former students and the University faculty and staff.

ARTICLE III

OFFICE

The principal office of the Association shall be located in Dumaguete City, Philippines, at such place in said city as may be determined by the Board of Directors.

ARTICLE IV

MEMBERSHIP

Section 1.  Regular or associate membership in this Association shall be restricted to the following:

a. Regular – holder of elementary and secondary school diploma or title or academic degree from Silliman University (formerly Silliman Institute).

b. Associate – any former student of Silliman University (formerly Silliman Institute).

Section 2.  Affiliate – membership shall be restricted to the following:

a. Members of the Board of Trustees of Silliman University and Silliman Faculty & Staff who actually show interest in being a member of the Association.

b. Any other person who has or has had direct personal relations with Silliman University and has rendered or is rendering meritorious service to her or to the Association.

c. Parents and spouses of Silliman Alumni or former students of Silliman University (formerly Silliman Institute).

Section 3. The right to vote and be elected as a national officer of this Association shall be exclusively granted to active regular or associate members.

Section 4.  Active members are those who have paid their membership dues for the current fiscal year as well as those for at least one (1) year immediately proceeding.

Section 5.  Active members shall receive all issues of the official publication of the Association.

ARTICLE V

FINANCE

Section 1. The fiscal year of the Association shall begin with the first day of January of each calendar year, and end with the last day of December of the same year. (Amended on August 26, 1995)

Section 2.  Members shall pay the entrance fee on admission and no application shall be considered unless accompanied by the required fee.

Section 3.  Members shall pay membership dues every calendar year. Unless the member indicates otherwise, dues shall be credited for the Calendar year during which they are paid and/or for the years in arrears, if any. (Amended on August 26, 1995).

Section 4.  Members may avail of term membership dues.

Section 5. In accordance with the budget of Silliman University, funds are appropriated annually to cover the salary of the Alumni Executive Secretary, his office and traveling expenses, the salaries and wages of his office staff, and other items for Alumni Affairs. These funds shall be treated as the University’s subsidy to the Association from the University, it being assumed that the University will continuously exert itself to aid its alumni to the fullest extent. (Amended on August 26, 1995)

Section 6. The Board of Directors shall set the entrance fee and membership dues as it may deem appropriate.

ARTICLE VI

MEETING OF MEMBERS

Section 1.  A national convention of the Association shall be held in Dumaguete City, on the 26th day of August of each year, for the purpose of electing Directors and transacting business. The Directors elected in said convention shall immediately organize themselves and qualify accordingly.
Notice of the annual convention shall be published in the second quarter issue of the Association’s official publication.

Section 2.  Special Conventions of the members of the Association may be held at any time upon call of the President pursuant to a resolution of the Board of directors. Calls for special convention shall specify the time, place and object or objects thereof, and no other business than that specified in the call shall be considered at such convention.

Section 3.  All conventions of the members of the Association shall be held at such place within the City of Dumaguete as the President may designate.

Section 4.  For the purpose of determining the number of votes in the national convention, each duly accredited alumni chapter shall be entitled to two (2) voting delegates consisting of the Chapter President and Chapter Secretary, or any duly authorized officer or member of the Chapter, both of whom must be active regular or associate members, together with the officers and Directors of the Association who shall, likewise, be considered voting delegates; provided, however, that as many non-voting delegates as may desire to participate in the convention may be allowed in the convention.
The voting delegates shall attend the annual convention with expenses for transportation and lodging to be defrayed by the chapter so represented.

Section 5.  At each annual convention of the Association, every delegate shall be entitled to vote in person. The votes for the Directors or upon any question before the convention shall be by ballot or viva voce as may be decided by the delegates themselves.

Section 6.  Any delegate entitled to vote in the convention must be present and may be voted thereat.

Section 7.  The President shall appoint annually a convention committee composed of a minimum of five members, with a Director of the Association as chairman, for the purpose of managing the various activities and affairs of the annual convention.

Section 8.  The expenses of the convention shall be defrayed by the Association and shall be assessed from the attending delegates.

Section 9.  No annual convention of the Association shall be competent to decide on any matter or transact any business, unless at least *twenty voting members are present or represented thereat to constitute a quorum. When a quorum is present at such convention a majority vote of the voting delegates present or represented thereat shall decide on any matter brought before such convention unless the concurrence of a greater number is required by the Corporation Law or by these By-Laws. (Ammended on Aug. 26, 2001)

Section 10.  The fifteen (15) Directors of the Association shall be elected by a plurality vote in the manner hereinafter provided at the annual convention of the Association. The Directors so elected shall hold office for three years or until their successors are duly elected and qualified; provided, however, that the first election of Directors pursuant to this provision shall be for a staggered term of three (3) years for the five (5) Directors obtaining the first highest votes per region two (2) years for the five (5) Directors obtaining the next highest votes per region; and one year for the five (5) Directors obtaining the third highest votes per region; and thereafter, each election shall be for a term of three (3) years.

Section 11.  The order of business at the annual convention of the Association shall be as follows:

Roll Call
Prayer
Reading and disposal of any unapproved minutes
Financial Report of the Treasurer
Reports of officers and committees
Election of Directors
Unfinished business
New business
Adjournment

ARTICLE VII

BOARD OF DIRECTORS

Section 1.  The governing body of this Association shall be a Board of Directors consisting of fifteen (15) members. The Board of Directors shall be elected according to district allocations as follows: three (3) from Luzon; three (3) from East Visayas; three (3) from West Visayas; three (3) from Mindanao; and three (3) At-Large nominated by any recognized chapters.

Section 2.  A member of the Board of Directors shall serve for a term of three (3) years. Every active regular or associate member of the Association, present at the convention, shall be eligible for nomination to the Board of Directors. A member will not be eligible for nomination for election to the Board of Directors after having served for two (2) consecutive terms, although he may be re-elected after not having served for one year.

Section 3.  The Board of Directors shall be the governing body of the Association, and its actions shall be binding upon all the members and recognized chapters of the Association. It shall take charge of the ordinary business of the Association and supervise the election of Alumni Trustee-designates.

Section 4.  In case of any vacancy or vacancies in the Board of Directors by reason of death, resignation or any other cause, as determined by the Board of Directors, the remaining Directors, if constituting a quorum, shall elect a Director or Directors to fill such vacancy or vacancies. The Director elected shall serve the remaining term, provided, however, that he shall be a resident of the district represented by the member whose office was left vacant.

Section 5.  Regular meetings of the Board of Directors shall be held thrice a year, one immediately after the annual convention of the Association, the second within the week preceding the University Commencement Exercise, and the other on the day prior to the annual convention of the Association, and on such dates as the President may determine.
Written notices of such regular meeting shall be sent to the Directors at least seven (7) days before the same shall take place, stating the date, time and the place thereof. Failure to give such notices or irregularity therein shall not affect the validity of the regular meetings or any proceedings thereat if all the Directors were present at such meetings.
Special meetings of the Board of Directors may be called by the President or upon written request of six Directors. The call shall specify the time, place and objects of such special meeting.

Section 6.  A majority of the Board of Directors shall constitute a quorum for the transaction of business and, in the presence of a quorum, a majority of the Directors present shall be sufficient to decide any action, except as herein provided.

Section 7.  At the first regular meeting of the Board of Directors following the annual convention of the Association, the Board of Directors shall elect the President, Vice-President, the Executive Secretary, and such other officers as may be necessary. (Amended on August 26, 1995)
No director who is connected with Silliman University in any capacity shall be elected President.

ARTICLE VIII

EXECUTIVE OFFICERS

Section 1.  The Executive Officers of the Association shall be set forth in the By-Laws, all of whom except as herein provided, shall serve for a term of one year. The Executive Officers of the Association shall consist of a President, a Vice-President, and an Executive Secretary, and such other officers as may be designated and elected from time to time by the Board of Directors. The President and Vice-President shall be members of the Board of Directors at the time of their election, and shall serve as such for a term of one year or until their successors are elected and qualified. No President shall serve for more than three (3) successive terms. (Amended on August 26, 1995)

Section 2.  The president shall preside at all meetings of the Association and the Board of Directors; shall serve as ex-officio Chairman of the Board of Directors, shall appoint all committees which he may deem necessary; and shall exercise the usual power and perform duties incident to the office of the President, and such other powers and duties as may, from time to time, be designated to him by the Board of Directors.
The President, may, at his discretion, lawfully delegate part or all his power to the Vice-President for such time and such terms as he may determine.

Section 3.  The Vice-President shall be vested with all the powers and authorities and required to perform all the duties of the President during his absence or incapacity of the latter for any cause. He shall also perform such other duties as the President and/or the Board of Director may, from time to time, assign to him.

Section 4.  The Executive Secretary shall be elected by the Board of Directors. (Amended on August 26, 1995)
The Executive Secretary shall have under his administrative supervision and control the Association Office; he shall keep the minutes of all meetings of the Association and of the Board of Directors and its committees; he shall be the custodian of the corporate seal and affix the same attested by his signature to such instruments as may require the same; he shall make and submit such reports as may be required by the President or the Board of Directors; and he shall maintain close contact with all the alumni and with the alumni chapters, endeavoring at all times to assist in the growth and functioning of those chapters; and perform such other duties as may be assigned to him from time to time by the Board of Directors or the President. (Amended August 26, 1995)

Section 5.  The Treasurer shall collect all fees, dues or contributions from the members as are required by this By-Laws and as may be authorized by the Board of Directors, receive any and all accounts receivable or due to the Association, from whatever source, take charge of all funds, properties, and accounts of the association, render financial report or property reports annually; he shall deposit in the name of the Association in such Bank as may be designated by the Board of Directors all money, funds and other valuable effects of the Association which may come under control, subject to withdrawals therefrom only upon check or written demand of the Association, signed by him; and he shall perform such other duties as maybe assigned to him from time to time by the Board of Directors or the President. The Treasurer shall post a bond to be fixed by the Board for the faithful compliance of his duties. (Amended on August 26, 1995)

Section 6.  The Board of Directors may declare the post of the Executive Secretary vacant on the following grounds: death, resignation, physical or mental incapacity, commission of acts inimical to the Association or for any other similar cause or causes as may be determined by the Board of Directors. The Board of Directors shall, by majority of those present in a special meeting called for the purpose, choose a successor to serve the unexpired portion of the predecessor’ term. (Amended on August 26, 1995)

ARTICLE IX

COMMITTEES

Section 1.  There shall be an executive committee of the Board of Directors composed of the President, the Vice-President, Treasurer, & Auditor and such Directors majority of whom or not less than three (3) of which shall be residing within Dumaguete City and nearby towns, as may be elected by the Board of Directors. The Executive Secretary shall sit in the Executive committee as an ex-officio member. (Amended on August 26, 1995 & March 19, 2004)
The executive committee shall exercise the powers of the Board of Directors while the Board is not in session. It shall prepare the annual budget of the Association for the ensuring year and present such budget at the second annual regular meeting of the Board of Directors for approval.

Section 2.  The President shall appoint a Trustee Election committee to conduct the elections of the alumni trustees to Silliman University. The Trustee Election Committee shall be composed of four active regular or associate members of the Association and the Executive Secretary. None of the Committee members shall be eligible for election as Trustees. (Amended on August 26, 1995)

ARTICLE X

FORMATION AND ADMINISTRATION OF CHAPTERS

Section 1.  The Board of Directors of the Association may, at its discretion determine and define in which areas chapters may be established.
The Board of Directors may also officially recognize other alumni groups which apply for such affiliate status, and grant to them certain rights and privileges accorded to chapters of the Association.

Section 2.  A chapter of the Association may be organized in any city, municipality, province, state or country, or any combination thereof, provided that there shall at least be 15 members.

Section 3.  A chapter, upon its formation, shall prepare and submit for approval to the Board of Directors of the Association chapter by-laws which shall define the administration of the chapter, and shall not be inconsistent with the Articles of Incorporation and By-Laws of the Association. Upon approval, the Board of Directors shall cause to be issued a Certificate of Recognition with the seal of the Association.

Section 4.  The administration of the chapter shall be vested in a Board of Directors to consist of the chapter President, chapter Vice-President, chapter Secretary, chapter Treasurer, and five Directors. They shall hold office for two (2) years or until their successors shall have been elected and qualified.

Section 5.  The chapter President shall be the executive head of the chapter and when present shall preside over all meetings of the chapter and of its Board of Directors. He shall be responsible for the enforcement of the By-Laws and resolution, as well as proceedings of the Association and the rules, regulations and policies regulating chapters as laid down by the Board of Directors of the Association.
The chapter Vice-President shall have such duties of the chapter President in case of absence or disability of the latter. The chapter Secretary shall perform those duties delegated by the chapter President. He shall be responsible for the minutes of the meeting of the chapter and of the chapter Board of Directors, notification of meetings and all other duties normally required of a secretary.
The chapter Treasurer shall be charged with the custody of the funds of the chapter and their proper disbursement under the rules prescribed by the chapter Directors. He shall make annual reports as required by the Association. He shall be responsible for the maintenance of proper books of account covering the financial transactions of the chapter.

Section 6.  It shall be the responsibility of the chapter to institute such measures as may be necessary to increase or obtain active members for the Association within the chapter area.

Section 7.  Application fees and dues of members may be paid directly to the chapter Treasurer who shall remit the same to the Association Treasurer. The Association’s official receipt shall be issued or purposes hereof, obtainable from the Executive Secretary. (Amended on August 26, 1995)

Section 8.  Chapters shall receive twenty percent of all fees and/or dues collected through the chapter Treasurer.

Section 9.  Generally, only one chapter shall be organized in any one town or city. However, it does not preclude the chapter from recognizing any grouping that may be organized in their area. (Amended on August 26, 1995)

Section 10.  Each recognized chapter may nominate not more than two (2) candidates for each open position in the Association’s Board of Directors pertaining to the region where the chapter belongs. It may likewise nominate not more than one (1) candidate for trustee-designate from its region and not more than one (1) candidate fro trustee-at-large from any region, provided such nominees possess the qualifications set forth in these By-Laws.
No Chapter shall nominate a regional trustee coming from another region. All nominations shall be by formal resolution duly signed by the officers of the chapter, and submitted to the Executive Secretary not later than the end of March following the nomination process set forth in Section 11, infra.

Section 11.  That each alumni chapter shall hold at least the regular meeting in February of each year for the purpose of nominating (1) director to the Board, (2) delegates to the annual convention, (3) Trustee-Designates whenever an election for such positions are called for, and (4) outstanding alumni for consideration in the “Outstanding Sillimanian” awards; provided also that during such meetings the list of active members shall be updated; each chapter shall likewise hold a regular meeting for the purpose of celebrating Founder’s Day in its locality.

Section 12.  The chapter is empowered to perform any or all acts which are defined in the certificate of incorporation and By-Laws of the Association, but shall not do any thing which is inconsistent with their provisions or intent and purposes of the Association.
The Board of Directors of the Association reserves the power to disapprove, nullify or cancel any act or acts of a chapter which are found inconsistent with such expressed purposes.

Section 13.  All questions of interpretation of rules regulating a chapter shall be decided by the Board of Directors of the Association.

ARTICLE XI

TRUSTEES NOMINEES TO SILLIMAN UNIVERSITY BOARD OF TRUSTEES

Section 1.  In accordance with the charter of Silliman University, the Association is called to nominate five (5) Trustee-designates, each of whom shall be an active regular or associate member of the Association and must be a communicant member in good standing of a Christian Church which is Biblical in doctrine, cooperative in service and inclusive in fellowship. The candidates for these offices should be of good moral character and shall meet the qualifications established by the Board of Trustees of Silliman University.
The five (5) alumni trustees shall be apportioned as follows: one (1) from Luzon, one (1) from East Visayas, one (1) from West Visayas, one (1) from Mindanao, and one (1) Overseas. They shall be voted upon by all active regular or associate members regardless of district. (Amended August 24, 2007)

Section 2.  The Trustee-designates shall be elected in the following manner, in an election conducted by the Trustee Election Committee:

a. The Trustee Election Committee shall send by mail, together with a self-addressed envelope for its return, an official ballot to every active alumnus appearing in the list of active members as of December 31 of the current Calendar year at the Alumni Office and those submitted by every chapter. (Amended on August 26, 1995)

b. In the event that there is only one candidate for the Trustee seat for which an election is held, the election shall be dispensed with and the candidate immediately proclaimed winner by the Board of Directors. (Amended on August 26, 1995)

c. The official ballot shall include the names, pictures, short biographies of the candidates and a brief statement on what they intend to do as trustees.

c. All envelopes containing the ballots shall be collected, recorded and deposited in a special locked box which shall not be opened until it is time to canvass them. The canvassing, to be done by the Trustee Election Committee shall be held at least two weeks before Founder’s Day and the names shall be forwarded to the Board of Trustees of Silliman University.

Section 3.  Such trustee-designate shall serve a five-year term beginning with their seating by the Board of Trustees of the University, following the balloting; provided that such Trustees shall serve for not more than two successive terms.
Failure of such trustees to attend three successive meetings of the Board of Trustees shall vacate the post and the Board of Directors of the Association empowered to fill the position with such other alumnus or member of the Association as may qualify, for the remaining unexpired term; provided, however, that the member designated shall be by the action of the Board of Trustees. (Amended August 24, 2007)

Section 4.  The Alumni Trustee’s membership in the Board of Trustees of Silliman University shall be terminated through the expiration of the Trustee’s term, death, resignation, departure of the member from the Philippines without intention to return before the expiration of the trustee’s term and for committing any act inimical to the Association and the University. Any complaint under oath against an Alumni Trustee shall be investigated by a 3-member Grievance Committee created by the President of the Association. If the committee finds the alumni trustee guilty by a preponderance of evidence, the Alumni Trustee will forfeit the right to represent the Silliman Alumni Association in the Silliman University Board of Trustees.

Section 5.  Duties of Alumni Trustees: The Alumni Trustees shall sit in the 3rd regular meeting of the Board of Directors to do the following: (Amended on August 26, 1995)

Obtain from the Board of Directors particular concerns that need to be brought to the attention of the Board of Trustees of Silliman University. (Amended on August 26, 1995)

Report on policy developments that may be adopted by the Board of Trustees that require the involvement of the alumni. (Amended on August 26, 1995)

Elect from among alumni trustees a representative to interact and present specific concerns of the alumni with the President of the Silliman University and another representative to attend the first two regular meetings of the Board of Directors of the Association. (Amended on August 26, 1995)

ARTICLE XII

RULES OF ORDER

The rule of parliamentary procedures contained in the “Robert’s Rules of Order” shall govern all meetings of Directors and members of the Association.

ARTICLE XIII

AMENDMENTS

Amendments to this By-Laws shall be made by the majority of the Board of Directors at its meeting of the fiscal year or at any special meeting called purpose and by a majority vote of the members.

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