|
|
ARTICLE I
NAME AND OFFICE Section
1.
Name The organization shall be known as the Managers Club Inc., hereinafter referred to
as the “Club”. Section
2
Offices The principal office of the Club shall be located at the Philippine Long Distance Telephone Company, Ramon Cojuangco Building, Makati Ave. Makati City, Metro Manila, Philippines. Branch offices may be established at such other places as the Board of Directors may decide.
|
|
PURPOSES Section 1.
General Purposes 1.1
To foster
closer relations, understanding and cooperation among the managerial executives
and organizational groups of the Company. 1.2
To
promote the moral, social and welfare of all Club members. 1.3
To serve
as an independent forum for the further development and enhancement of the Club
members’ skills ,talents, and sence of appreciation in the pursuit of their
professional and interests. 1.4
To
establish and maintain vital linkages with other professional clubs or
organizations, provided that such associations shall be deemed beneficial or and
resolved by the Board of Directors. 2.1
To serve
as a communication vehicle between the club members and the PLDT
higher management on matters concerning the members ‘ interest. 2.2
To
perform an active coordinating role in the formulation, updating ,and /or
implementation of the Company policies, rules and regulations affecting the Club
members towards the attainment of a more harmonious relationship with the
Company’s higher management. 2.3
To own,
acquire, lease, or operate properties ,real or personal ,necessary for the
establishment of facilities for recreational, social, commercial, or similar
other endeavors, provided that such acquisitions shall be deemed
worthwhile or beneficial to
the Club, as determined, affirmed, and resolved by the Board of Directors, and
as further approval by the majority vote of all members possessing the right to
vote on such. 2.4
To sell,
lease, or mortgage properties, real or personal, no longer necessary in Club’s
operation, provided that such property dispositions shall be deemed beneficially
gainful to the club, as determined, affirmed, and resolved by the Board of
Directors, and as further approved by the majority vote of all members
possessing the right to vote on such.
|
|
EXISTENCE
OF THE CLUB Section
1.
The life of the Club shall be fifty (50) years from date of
Incorporation. ARTICLE IV
MEMBERSHIP Section
1. Classification
of members 1.1
Charter
members The original members or founders of the Club,
regardless of rank or levels achieved, when it was formally organized on
November 18, 1977 are classified as Charter Members in recognition of their
pioneering efforts to establish the Club. 1.2
Regular
Members Any bonafide
management employee of the Company with the title of Manager, Senior
Manager or its equivalent level, as determined by the Membership Committee
Chairman is qualified to join the organization. Upon admission, he shall
be classified as a regular member. 1.3
Associate Members A
Regular Member, who is elevated to a higher level in the company distinct from
the regular membership eligibility, shall be automatically reclassified as an
Associate Member by the Board of Directors. 1.4
Affiliate Members A
Charter or an Associate Member may elect to become an Affiliate Member once he
reaches the level of a Company Officer or its equivalent level. 1.5
Honorary Members Any
individual who has made significant contribution to, or brought honors to the
Club maybe conferred Honorary Membership by two-thirds (2/3) affirmative votes
of all the members of the Board. 1.6
Classification Restriction A
Club member shall only have one membership classification status. Section 2
Application for Regular Membership A
qualified applicant, desiring Club membership, shall submit his written
application in the prescribed form to the chairman of the Membership Committee
who shall evaluate the merits of the application and prepare the necessary
endorsement to the Board of Directors.
Section 3
Admission to Membership An
application for Regular Membership shall be deemed approved by an affirmative
majority vote of the Board of Directors. Section 4
Membership Admission Fee A
membership admission fee, as defined in Article 1, Section 1 of the By - Laws,
shall be paid by the applicant upon notification of his admission to the Club. Section 5
Duties and Responsibilities of Members All
members are enjoined to observe professionally the following duties and
responsibilities: 5.1
To uphold, honor, and respect these Constitution and By - Laws and comply
with all the resolutions, rulings, and regulations duly promulgated by the
Board. 5.2
To extend their full support, cooperation, and assistance in all Club
projects and campaigns. 5.3
To maintain their professional and ethical standards at a high level. 5.4
To pay their dues and assessments, as provided for in the By -
Laws, as well as other financial obligations in the Club. Section 6
Membership Standing A
member is considered to be of good standing if he complies, substantially and
satisfactorily, with the pertinent provisions of the preceding Sections and that
Article V of this Constitution. Section 7
Termination of Membership With
the exception of honorary Members, membership in the Club shall be co-terminus
with the member’s employment with the Company, unless sooner terminated as
provided for in this Constitution. However,
the Board, on the two-thirds (2/3) affirmative vote, may terminate the
membership of an Honorary Member if, in its judgment such continued membership
is becoming detrimental to the Club, as a whole, or prejudices the interest of
the majority of the Club members. Section 8
Suspension or Expulsion of Members A
member may be suspended or expelled for cause by a two-third (2/3) affirmative
vote of all the members of the Board. Section 9
Reinstatement of Expelled Members An
expelled member may be reinstated by a two-third (2/3) affirmative vote of all
members of the Board.
|
|
RIGHTS, BENEFITS & PRIVILEGES,
AND Section 1
Rights of Members 1.1
Regular Members a.
Seek an elective position, nominate a candidate to, and vote in the
election for the Club’s Board of Directors. b.
Propose or recommend amendments to the Constitution and By - Laws. c.
Vote in all plebiscites initiated by the Club. d.
Examine the minutes of all meetings, the books of accounts, and/or any
other records of the Club during regular business hours. e.
Participate in all Fellowship Meetings called for by the Club. 1.2
Associate Affiliate and Charter Members The
same as a Regular Member except the right to seek elective position for the Club’s
Board of Directors. However, they
may be elected by the incumbent Board of Directors as members of the Advisory
Council. 1.3
Honorary Members Participate
in all Fellowship Meetings called for by the Club. Section 2
Benefits and Privilege of Members 2.1
Regular, Associate, Affiliate and Charter Members of good standing shall
be entitled to the following: a.
All privileges enumerated as follows: 1.
Calamity Assistance 2.
Memorial Plan 3.
Separation Benefits 4.
Group Life Insurance 5.
Group Accident Insurance 6.
Hospital Income 7.
All subsequent benefits that may be introduced by the Board. b. Receive regularly a copy of all publications of the Club and its annual report. c.
Attend seminars and programs sponsored by the Club. d.
Participate in all club-sponsored sports activities and field outings. e.
Enjoy all other Club-acquired or Club-initiated privileges. 2.2
Honorary Members shall be entitled to the following privileges: a.
Receive regularly a copy of all publications of the Club. b.
Attend seminars and programs sponsored by the Club. c.
Participate in all Club-sponsored sports activities and field outings. d.
Use or avail club facilities provided, however, that the upkeep costs for
such usage shall be borne by the availing member. Section 3
Obligations of Members 3.1
Regular Associate, Affiliate and Charter Members a.
Pay regular dues in accordance with the rate and schedule in Article 1 of
the By - Laws. b.
Actively support all club projects, project solicitation, and
fund-raising campaigns initiated by or being sponsored by the Club. c.
Discharge any assignment requested/elected for by the Board or by the
Club President. d.
Maintain the highest level of professional and ethical standard. 3.2
Honorary Members Extend
full support and assistance to the Club, in whatever manner possible, in all its
projects and campaigns.
|
|
BOARD OF DIRECTORS Section 1.
The Board of Directors shall be the governing body of the Club.
It shall be composed of eleven (11) Directors who shall be elected to the
office by the members in an annual election as defined in Article XI hereof. Section 2.
All members of the Board shall serve office for a term of one (1) year. Section 3.
Membership in the Board shall be limited to four (4) terms (not
necessarily consecutive) only. Section 4.
The Board shall have the powers to: 4.1
Formulate and adopt such policies and programs as our necessary to carry
out the aims and purposes of the Club; 4.2
Propose amendments to this Constitution and call a plebiscites to ratify
the same; 4.3
Render final decision on all matters referred to it for this position; 4.4
Appropriate and authorize disbursement of Club funds; 4.5
Appoint and dismiss employees of the Club and fix their compensation; 4.6
Confirm the incumbent president’s appointment of the Committee as
prescribed in Article X as well as Special Committees that may be created for a
specific purpose. Section 5.
Board Meetings 5.1
The Board shall hold its regular monthly meetings on any day of the
second week of the month. 5.2
Special Board meetings may be called by the Chairman with the concurrence
of the majority of the Board Members or upon written request of at least six (6)
members. Notice of any special
meeting shall be given at least one day before the date fix for such meeting. 5.3
The order of business at any meeting of the Board shall be as follows: a.
Roll call b.
Secretary’s proof of due notice c.
Reading and approval of the minutes of the previous meeting d.
Committee reports e.
Unfinished business f.
New business g.
Adjournment Section 6.
A majority of the Board members shall constitute a quorum of any Board
meeting. Section 7.
All members of the Board are entitled to vote except the Ex-Office
Member. The Chairman shall vote
only in case of tie.
|
|
EXECUTIVE OFFICERS Section 1.
The following are the officers of the Club: President; First Vice
President; Second Vice President; Secretary; Assistant. Secretary; Treasurer;
Assistant. Treasurer; Auditor; Assistant. Auditor; Public Relation Officer
(PRO); Assistant Public Relation Officer. These
executive officers shall be elected from among the eleven (11) Board members as
provided for under Article X1 hereof. Section 2.
All elective officers of the Club shall serve office for a term of one
year or until such time as their successors shall have been duly elected and
qualified. No officer who has
served his full term as President of the Club be eligible for another elective
position. Section 3. Any vacancy that would occur in the executive position shall be filled up in accordance with the results of the immediately preceding election for Board members. The candidate who obtain the highest number of votes after the elected eleven (11) Board members, shall assume the vacated position and shall serve for the unexpired portion of the term of the former incumbent of the vacated office as provide for in Article VIII. Section 4. The executive officers and members of the Board of Directors shall not be entitled to monetary compensation.
|
|
POWERS, DUTIES AND Section 1
The President shall be the Chairman of the Board and Chief Executive
Officer of the Club. He shall have
the following duties and powers: 1.1 Preside over all meetings of the Board but shall not exercise the right to vote in case of tie; 1.2 Exercise general supervision of all activities of the Club, including those of the various Committees; 1.3 Execute and enforce the provisions of this Constitutions and By - Laws as well as the rules and regulations now existing and those to be promulgated by the Board; 1.4 Sign any and all papers, documents or instruments on behalf of the Club and shall countersign all checks drawn against the funds of the Club jointly with the Treasurer; 1.5 Render a full written report of his administration of the affairs of the Club to the general membership before the expiration of his term of office; 1.6 Serve as ex-officio member of the Board of Directors for the year following his term of office; 1.7
Appoint from among the Board Members the Committee Chairman of the
various Standing Committees as prescribed in Article X as well as Special
Committees that may be created for special purposes. Section 2 The First Vice President shall actively assist the President in administering the affairs of the Club; act as president in the latter’s absence or inability to perform the duties of his office. Section 3
The Second Vice-President shall exercise the powers and perform the
duties of the First Vice President and/or President during the absence or
incapacity of the two to perform the function of their offices. Section 4
The Treasurer hall have control, custody and care of funds and commercial
papers of the Club; issues, receipts for all fees, dues and contributions,
and/or donation received by him for the Club; keep a petty cash fund; sign all
checks paid by or paid to the Club jointly with the President. Section 5
The Secretary shall maintain the records and files of the Club; prepare
agenda of meeting in consultation with the President; send out notices of such
meetings and take the minutes of the same and furnish each member of the Board
of copy; maintain a register of members of the Club; procure office supplies,
furniture or equipment and have custody of the same; assume the position of
Second Vice President when declared vacant. Section 6
The Auditor shall conduct periodic or interim audit of the Books of
Accounts of the Club; submit to the Board audited financial statements of the
Club within thirty (30) days after the end of the fiscal year or us often as the
Board may require. Section 7
The Public Relations Officer shall take charge of publicizing the
activities of the Club through an appropriate media of information; advice the
Board on how to maintain a good public image of the Club. Section 8
The Assistant Secretary shall assist the Secretary in the performance of
his/her duties; act as Secretary in case of the latter’s absence or
incapacity. Section 9
The Assistant Treasurer shall assist the Treasurer in the performance of
his duties and act as Treasurer in case of the latter’s absence or
incapacity. Section10
The Assistant Auditor shall assist the Auditor in the performance of his
duties and serve as Auditor in case of the latter’s absence or
incapacity Section 11 The Assistant Public Relations Officer shall assist the Public Relations Officer in the performance of his duties and act as Public Relations Officer in case of the latter’s absence or incapacity.
|
|
ARTICLE IX ARTICLE IX
ADVISORY
COUNCIL
The Advisory Council shall be composed of four (4) members to be the
incumbent Board Of Directors from the Past Presidents, Affiliate, Associate and
Chapter members.
|
|
ARTICLE
X
COMMITTEES Section 1 The following are the Standing Committee of the Club: Executive
Committee; Professional Development Committee; Membership Committee; Fellowship
Committee; Finance Committee; Investment Committee; Publications Committee;
Legal Affairs Committee; Sports Committee; Sports Committee; Welfare and
Benefits Committee. Section 2
The Chairman of each committee shall have the right and responsibility of
choosing his members and determining their number. Section 3
Functions of the Committees 3.1
The
Executive Committee shall be composed of the President, the First Vice
President, the Second Vice President, the Secretary, the Treasurer and the
immediate Past President of the Club. This
Committee shall assist the President in the administration of the Club and the
represent the Board in functions in which the presence of the entire Board in
impractical. 3.2
The
Professional Development Committee shall study and recommend programs of the
professional advancement of the members. 3.3
The
Membership Committee shall be in charge of sending, receiving and processing
application for club membership and of recommending approval of the same of the
Board; act as hearing body on cases for disciplinary action for erring members
or of grievances brought before it by members. 3.4
The
Fellowship Committee shall take charge of Fellowship Meeting, including
recommendation of the appropriate venue and dates and the preparations required;
send out the notices for such meetings; device ways and means of insuring
maximum attendance of members 3.5
The
Finance Committee shall recommend ways and means of funding the approved
projects and activities of the Club and carrying out the same; each shall
prepare the annual budget of the Club and submit the same for the approval of
the Board not lather than second Board Meeting of the year. 3.6
The
Investment Committee shall recommend measures for generating funds or income for
the Club and finding appropriate investment outlets for available Club funds. 3.7
The
Publication Committee shall take charge of the preparation of the Club
Newsletter and such other publication that may be authorized by the Board.
It shall take charge of the publication of newsworthy activities of the
Club in newspapers and similar media of information. 3.8
The Legal
Affairs Committee shall be responsible studying and recommending proposed
amendments to this constitution and By – Laws and of seeking outside legal
opinion on matters referred to it by the Board; act as adviser on the legal
implication of contemplated acts or decision of the Board. 3.9
The
Sports Committee shall be responsible for recommending appropriate sports
program or activities for the club members and of administering the same. 3.10
The
Welfare and Benefits Committee shall be responsible for developing,
administering and implementing the program
for the member’s welfare and benefits as provided for under
Article V and those that may be approved by the Board from hereon Section
4
The Board, at its discretion, may create Special Committees to carry out
specific task or assignments. Such
Committees are automatically dissolved upon completion of their assigned tasks
unless otherwise declared by the Board.
|
|
ELECTIONS Section
1
The election for members of the Board of Directors shall be held on the
last Friday of November. Section
2
The bonafide regular members of the Club shall be eligible as candidates
for Board Membership. Section
3
Election for the executive positions shall be held not latter than ten
(10) days from the date of the election and proclamation of the members of the
Board. Section
4
The incumbent board shall create a Committee on Election, COMELEC for
short, composed of not more than five past President of the Club.
This COMELEC shall have the following powers and duties: a.
supervise
and control the conduct of elections/ plebiscites/ referenda; b.
formulate
rules and regulations governing the conduct of elections, including proper
handling of ballots and disposition of election protests; c.
submit to
the incumbent Board a report on the results of the election not later than five
(5) days from the date of such elections; d.
take all
necessary measures to ensure free, orderly and honest election. Section
5
The decision of the COMELEC on all questions and protest relating to the
election and returns thereof shall be final and unappealable Section 6
All election /plebiscites/referenda shall be conducted through secret
balloting, each ballot bearing the initials of the chairman and the two members
of the COMELEC. The voter, upon receiving his ballot, shall fill out the same
by writing the names of the candidates of his choice for the members of Board
and return the accomplished ballot to any COMELEC officers who shall acknowledge
receipt of the ballot and drop it to the ballot box. As soon as voting is officially declared closed, the COMELEC
shall proceed to publicly count and tabulate the votes cast.
Based on the vote cast, the winning candidates for the eleven members of
the Board are then proclaimed by the COMELEC. Section 7
Secret balloting shall also be used in the election for the executive
officers and the same procedures outlined in Section 6 hereof shall be followed. Section 8
Any protest on the conduct or results of the election must be filed in
writing with the COMELEC not later than 12:00 noon on the third day after the
election. Such election shall be decided by the COMELEC within five days form
receipt of protest. Section 9 When two or more candidates obtained the same number of votes for a seat in the Board, the tie shall be broken by drawing of lots among the tied candidates. The same procedure shall apply for candidates who tied for the eleventh seat in the Board.
|
|
AMENDMENTS This Constitution and By - Laws may be amended, altered or repealed, in whole or in part, by a majority vote of all the members of the Board and a majority vote of all members.
ARTICLE XIII EFFECTIVITY This Constitution and By- Laws, as amended shall take
effect immediately upon ratification.
TRANSITORY PROVISION A member who resigns from the Company within one year
from effectivity of this Amended Constitution and By-Laws is automatically
considered resigned from the Club and will not be entitled to the Separation
Benefits provided for in Article IV, Section 3 of the By-Laws.
|
