Section 1. Composition. The Board shall be composed of fifteen (15) member to be elected in accordance with the provisions of these By-Laws. It shall have a Chairman and a Vice Chairman. The immediate past President and all chapter commanders of all duly accredited chapters of the Corporation shall be ex-officio members of the Board.

Section 2. Qualifications. No members of the Board shall be elected unless he is a regular member in good standing and an active member in a chapter where he is formally affiliated for at least two (2) years immediately preceding his election. Incumbent members of the Board of Governors who fail to attend fifty (50%) percent or more of all the regular and special meetings of the Board of Governors during his incumbency shall be disqualified from running for re-election.

Section 3. Term of Office. The duly elected members of the Board of Governors shall hold office for a term of two (2) years. At the first annual meeting of members after the amendment of these by-laws, there shall be elected fifteen (15) Governors to the Board. The top eight (8) in terms of the number of votes garnered shall serve for a term of two (2) years and the last seven (7) for a term of one (1) year. Subsequent elections shall be held annually to alternately elect eight (8) or seven (7) Governors whose terms have expired, who shall serve for a term of two (2) years. The term of office of the newly elected Board shall commence on the first day of the month immediately after the annual meeting.

Section 3-A. Organizational Meeting. The incumbent Chairman of the Board of Governors shall immediately convene the new Board, for the purpose of electing the new officers of the Corporation and designating/confirming the Chairman and members of the various standing and Ad Hoc committees, in accordance with the terms of these by-laws. The new Board, may thereafter, adjourn from day to day until it is able to elect the new set of Officers and designate/confirm the new Chairman and members of the various standing and Ad Hoc committees. This must, however, be done not later than thirty (30) days from the date they are first convened by the incumbent Chairman of the Board of Governors. Until such time, the incumbent Chairman of the Board shall preside over all such meetings of the Board.

Section 4. Removal. Any member of the Board may be removed from office by a vote of two-thirds (2/3) of all the remaining members of the Board for clear violation of this Constitution.

Section 5. Resignation. Resignation of Governors shall be in writing and shall be effective upon acceptance thereof by the Board.

Section 6. Vacancies. Vacancies due to death, absence or incapacity shall be filled by a majority vote of the remaining members of the Board and the Chapter Presidents of all accredited Chapters of the Corporation in a meeting duly called for that purpose.

Section 7. Powers. The Board shall manage the property and business of the Corporation and shall exercise such powers and authority as are, by these By-Laws, expressly conferred upon it, and those which a Corporation may legally perform except those which, by these By-Laws are vested in some other bodies.

Section 8. Meeting. The first meeting of the Board shall be held immediately after the taking of the oath of office of its members, at which meeting shall be elected the officers provided by these By-Laws.

The Board shall hold regularly meetings at such time and place as may be determined by it. Special meetings may be called by the Chairman upon notice to all its members either personally or in writing.

In all meetings by the Board, when matters relating to the UP Corps of Cadets shall be taken up, the Commandant of Cadets shall be invited and may attend in person or by representative.

Section 9. Quorum. At all meetings of the Board, a majority of the Governors shall constitute a quorum for the transaction of business. Every decision of the majority of the quorum duly assembled as a Board shall be valid as a corporate act unless otherwise prohibited by the law.

Section 10. Disbursement of Funds. All recommendations and proposals for the disbursement of the funds of the Corporation for any of its purpose and objects shall be submitted to the Board for approval.

Section 1. Officers. The Officers of the Corporation, all of whom must be citizens and residents of the Philippines, shall consist of the following:

(a) The Chairman of the Board;
(b) The President and Vice Chairman of the Board;
(c) The Vice President;
(d) The Corporate Secretary;
(e) The National Treasurer;
(f) The National Auditor;
(g) The Legal Counsel;
(h) The Sergeant at Arms;
(i) Public Relations and Information Officer;

The above mentioned officers shall all serve at the pleasure of the Board of Governors for a maximum of one (1) year without prejudice to their re-election to the same post.

No two (2) or more of the above officers may be vested on the same person.

Section 2. Other Officers. The President, with the concurrence of a majority of the members of the Board may appoint such other officers as he deems necessary in carrying out the objectives of the Corporation.

Section 3. Compensation. All services rendered for the Corporation shall be gratuitous, except those rendered by employees hired by the Corporation.

Section 4. Chairman of the Board. The Chairman of the Board shall preside at all regular and special meetings of the Board of Governors. It shall be his primary duty and responsibility to disseminate the strategic and long term policies and programs of the Corporation as set and determined by the Board of Governors.

Section 4-A. President and Vice Chairman of the Board. The President shall likewise be the Vice Chairman of the Board. The President shall have the following powers and duties.

(a) Preside at all meetings of the Board of Governors in the absence of the Chairman of the Board.

(b) Act as the Chairman of the Executive Committee.

(c) Administer the day to day business of the Corporation and be primarily responsible for the full implementation of all programs and projects approved by the Board. It shall likewise be his duty to draw-up, design and recommend for approval such new programs and projects as would best serve the interest of the members. It is the sworn duty of the President to faithfully implement all declared policies of the Board of Governors.

(d) Sign, as authorized by the Board, all deeds, agreements, and other instruments in which the Corporation may be a party to or in which it may otherwise be interested .

(e) Appoint all Chairmen of the various committees, except those for committees whose Chairmen are designated by these By-Laws .

(f) Supervise said committees.

(g) Sign , indorse, and deliver jointly with the National Treasurer all checks, bills of exchange, promissory notes and other order instruments involving the transfer of payment of money in the name and on behalf of the Corporation.

Section 5. The Vice President. The Vice President shall perform all the duties of the President upon his death, absence or incapacity to be determined by the Board.

Section 6. (entire provision deleted)

Section 7. (entire provision deleted)

Section 8. The Corporate Secretary . The Corporate Secretary shall have the following powers and duties:

(a) Take the minutes of the meetings of the Board, and of the Corporation;

(b) Keep the book of minutes, documents of the Corporation, and the Corporate seal;

(c) Give all notices required by law or these By-Laws for all meetings of the Board and of the members in general;

(d) Keep a complete and current list of all members of the Corporation.

Section 9. The National Treasurer. The National Treasurer shall have the following powers and duties:

(a) Have custody of and be responsible for all funds of the Corporation and keep a complete and accurate record of receipts, disbursements, and other transactions in the corresponding books of accounts, seeing to it that all disbursements and expenditures are evidenced by appropriate vouchers;

(b) Deposit in the name and to the credit of the Corporation all the money funds, securities, bonds and similar valuable effects, belonging to the Corporation which may come under his control, in such bank or banks as may be designated by the Board.

(c) Sign checks and other instruments for payments, as authorized by the Board, jointly with the President;

(d) Give receipts for and receive all moneys paid to the Corporation from any source;

(e) Render an annual statement of accounts, showing the financial condition of the Corporation, during the annual general meeting of the members and such other financial reports as the Board or the President may require.

The National Treasurer shall post a bond in favor of the Corporation in such amount and from such recognized surety company as the Board may determine.

Section 10. The National Auditor. The National Auditor shall pre-audit all accounts of funds or distribution of properties by the National Treasurer; to audit; examine, and certify financial reports submitted by the National Treasurer to the Board.

Section 11. The Legal Counsel. The Legal Counsel shall be the legal adviser of the Corporation and its members. He shall prosecute and defend suits, claims, and actions for and in behalf of the Corporation.

Section 12. The Sergeant at Arms. The Sergeant at Arms shall preserve order at all meetings of the Board and at all general meetings.

Section 13. The Public Relations and Information Officer. The Public Relations and Information Officer shall be responsible for the promotion of public support for the Corporation and for the dissemination of information among its members. He shall endeavor to publish a newsletter for the Corporation. He shall be responsible for the publication of an Annual Report to contain among others the President's Report on the State of the Corporation and the Report on the Financial Condition of the Corporation.

Section 14. Removal from Office. Any appointive officer of the Corporation may be removed from office by the President, with the concurrence of a majority of the members of the Board, on the following grounds:

(a) lack of interest in the affairs of the Corporation;
(b) gross inefficiency;
(c) disloyalty; or
(d) any other cause which the Board may deem inimical to the best interests of the Corporation and its members.

Section 15. Vacancies.

(a) An elective national office vacated due to death, absence or incapacity shall be filled by a person elected by a vote of a majority of all the members of the Board at a special meeting called for that purpose, and any other person so elected shall hold office only for the unexpired portion of the term;

(b) Any appointive national office vacated due to death, absence or incapacity shall be filled by appointment by the President with the concurrence of a majority of all the members of the Board. The person so appointed shall hold office only for the unexpired portion of the term.

Section 16. Hold Over. Not withstanding the foregoing provision, all officers of the Corporation shall continue to discharge their duties until their successors shall have been elected or appointed, as the case maybe, and have qualified for office; provided that in the case of the Board, no hold-over shall be valid unless Article X, Section 1 (h) hereof is compiled with.

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