Consti-By Laws

NEW BY-LAWS

PHILIPPINE HAGGAI INSTITUTE ALUMNI ASSOCIATION, INC.

ARTICLE I

MEMBERSHIP

Section 1 –     All those who have completed or gone

                       through the Courses of Instruction conducted by

                       the Haggai Institute is qualified to be a member.

  Section 2 -     Any person who is qualified in accordance with

                         Section 1 immediately preceding, becomes a member

                         upon the acceptance of his application by the Board of

                         Directors and payment of the membership fee

                         prescribed by the Board of Directors.

Section 3 -      Any qualified member as defined in the preceding

                         paragraph may become a member for life by paying the

                         corresponding fee for that purpose as fixed by the Board

                         of Directors.

  Section 4 -      A member retains his status as a voting member upon

                        payment of the yearly dues prescribed by the Board of

                        Directors.

Section 5 - Membership is terminated by resignation and on

grounds of life and conduct prejudicial to the good name

of the Association.

  Section 6 -      In the matter of termination of membership on grounds of

                        life or conduct prejudicial to the good name of the

                         Association, the Board of Directors shall be the final

                         arbiter of this matter and shall be taken only in extreme

                         cases after a most careful investigation. Whenever,

                        possible, the member shall be requested to withdraw his

                         membership in the spirit of love.

ARTICLE II

MEETING OF THE MEMBERS

Section 1 - The annual meeting of the members shall be held on the

first Saturday of December. The members shall be given

timely notice thereof.

Section 2 - The members may decide to meet regularly for fellowship

at such time and date agreed upon. A special business

meeting may be called, upon written request of at least

twenty (20) voting members.

Section 3 - For any meeting, the members present or by proxy shall

constitute a quorum.

ARTICLE III

BOARD OF DIRECTORS

Section 1 - The affairs of the Association shall be managed by a Board

of Directors composed of eleven (11) members who shall

be elected and constituted as hereinafter provided.

Section 2 - The members of the Board of Directors shall be elected by

the members of the Association during the annual

membership meeting who shall serve in the manner

hereinafter specified until the election of their successors.

The initial Board that will hereinafter be elected at the

annual general meeting following the approval of this new

By-Laws will be elected for a term 1, 2, and 3 years

respectively, so that the 1^st four (4) garnering the highest

number of votes shall serve for a term of 3 years and the

2^nd four (4) garnering the next highest number of votes shall

serve for a term of 2 years and the last three (3) to

complete the eleven (11) member Board shall serve for a

term of 1 year upon their election. Thenceforth, the members

shall be electing the required number of members of the

Board of Directors in their annual meeting to fill the

vacancies. No member of the Board of Directors maybe

elected for more than two (2) consecutive elected terms, but

he may be eligible again for election as a Director after an

absence from the Board of Directors for a period of one year

or more.

Section 3 - Vacancies occurring on the Board of Directors except

caused by removal or expiration of term between annual

meetings shall be filled by a majority vote of the Directors at

a meeting of the Board of Directors at which quorum is

present and voting. The members of the Board of Directors

so elected to fill a vacancy shall serve for the remainder of

the term of the director whom he replaced and such term

shall not be counted as an elected term with respect the

provisions allowing a Director to serve only two consecutive

elected terms.

Section 4 - The Board of Directors shall have powers and authority as herein

specified by these by-laws and by existing laws and shall include the

following powers and duties.

a) To formulate and establish policies and guidelines and make major

financial decisions.

b) To purchase, acquire, hold, improve, sell, lease, exchange, convey,

mortgage, or otherwise dispose of and deal in property of every

kind and description, whether real, personal, or mixed, convenient

or appropriate for the purpose of the corporation, at such price

and on such terms and condition as it shall be proper, unless

otherwise provided by law.

c) To approve application for membership and to terminate such

membershipon grounds as stated there in.

d) To approve hiring and termination of employees recommended by

the Executive Director. Such employees shall work under the

supervision of and answerable to the Executive Director.

e) To create key positions as may be necessary to effectively

implement the purpose and objectives of the Association, and to

appoint persons to fill upsuch positions.

f) The Board of Directors shall have control of the property and funds

and management of the affairs of the Association.

Section 5 - As soon as possible after the annual general membership meeting,

the members of the Board of Directors duly elected at such annual

meeting, together with the carry-over Directors, shall hold an

organizational meeting at which they shall elect from among themselves

the President, Vice – President and Treasurer of the Association, to

serve in their respective offices for the ensuing year and until their

successors are duly elected and qualified; provided however, that the

Executive Director and the Secretary may be removed from office at any

time by the majority vote of Directors constituting a quorum at a meeting

duly called and held.

Section 6 - Funds of the Association are all to be deposited in the designated

depository bank and maybe withdrawn upon such joint signatures as may

be authorized by the Board of Directors.

Section 7 - In the absence, resignation, or other disqualification of the President, then

the Vice-President, if qualified, shall assume the chairmanship for the

duration of the disqualification.

Section 8 - Should any Director fails to assume office for a period of three (3) months or

fails to attend three (3) consecutive meetings of the Board without leave of

absence granted by the Board, that Director shall cease to be member of

the Board.

ARTICLE IV

DUTIES OF OFFICERS

Section 1 - PRESIDENT, who is the Chairman, is the chief executive of the

Association and shall chair all meetings of the Board of Directors and of

the Association except as provided during the election of officers, and

shall direct the activities of the Association.

Section 2 - VICE-PRESIDENT shall be the deputy of the President.

Section 3 - SECRETARY who need not be a Director shall be a citizen and

resident of the Philippines. The Secretary shall:

a) Convene and attend all meetings of the Board of Directors.

b) Keep correct minutes of all such meetings.

c) Duly conduct all correspondence according to the direction received

from the Board of Directors.

d) Submit to the Annual Meeting reports of the affairs of the

Corporation reported by the President, the Treasurer, and the

Executive Director for the past year, and generally attend to such

clerical duties as agreed in connection with the affairs of the

Corporation.

e) Submit to the proper government agencies all required reports and

financial statements.

Section 4 - TREASURER – This office maybe combined with that of Secretary if

a suitable person is available. The Treasurer shall:

a) In the name of the Corporation, open an account or accounts at a

bank or banks to be decided by the Board of Directors, and all

monies received shall be deposited to the credit of such account or

accounts.

b) Keep the books of the corporation; disburse funds at the direction of

the Board of Directors.

c) Sign checks and negotiable instruments on behalf of the Corporation

as prescribed by the Board of Directors.

d) Prepare and submit to the Annual Meeting of the Corporation a

financial statement and balance sheet for the past year, which shall

have been audited and certified to by the auditor appointed for

the purpose, and at the regular meeting of the Board of Directors

present a Financial Report as prescribed by the Board.

e) Post a bond to be fixed by the Board of Directors to insure faithful

performance of his duties.

ARTICLE V

MEETING OF THE BOARD OF DIRECTORS

Section 1 - The Directors shall act only as a board duly convened and the individual

Directors shall have no powers as such. A majority of the Directors shall

constitute a quorum, and majority decision of the quorum shall be valid as

a Corporate Act.

Section 2 - Regular meetings of the Board of Directors shall be held at the pre-

arranged dates, time and place by members of the Board, at least once in

three (3) months.

Section 3 - A special meeting of the Board of Directors may be called by the

President or at the request of at least three (3) Directors, provided timely

notices are sent to the members specifying the purpose for such

meetings.

ARTICLE VI

PERSONNEL

Section 1 - There shall be an Executive Director who will be appointed by the Board

of Directors. He shall be present in all meetings of the Board of Directors.

He shall be the administrative and operation officer responsible for the

execution and implementation of the policies of Board of Directors.

Section 2 - All other employees shall be appointed by the Executive Director with the

approval of the Board of Directors.

ARTICLE VII

ADVISORY COUNCIL, COMMITTEES AND WORKING STAFF

Section 1 – The Advisory Council as created will continue to exist to serve as

Liaison between Philippine Haggai Institute Alumni Association

(PHIAA) and Haggai main office in Atlanta, USA. This Council is

formed exclusively to provide financial support and advice for the

betterment of PHIAA. Membership to the Council is by invitation only

within its prescribed guidelines. The incumbent PHIAA President shall

automatically be a member of the Advisory Council without voting rights.

Section 2 - The Board of Directors shall determine and create such positions for a

full-time or part-time staff as are necessary to carry on the objectives

of the Association.

Section 3 - The Board of Directors may create such committees as is deemed

proper and necessary to accomplish the objectives of the Association.

All Committee Chairpersons may appoint the members of his

Committee.

ARTICLE VIII

CHAPTERS

Section 1 - Local Philippine Haggai Institute Alumni Association (PHIAA) chapters

shall be organized in key cities and provinces where there are at least

seven (7) alumni. They will form their own organization patterned to that

of the National PHIAA. The elected President/Chairman of the local

chapter shall become honorary member of the National Board of

Directors.

Section 2 - local chapters are empowered to collect annual membership dues in the

amount as fixed by the National Board of Directors. 50% of the annual

membership dues shall be remitted to the PHIAA National Office and

50% shall be kept by the local chapter for their own training program.

For lifetime membership fees, local chapters may keep 30% of every

paid lifetime membership fees and remit 70% thereof to the PHIAA

National Office.

ARTICLE IX

NON-PROFIT CLAUSE

Section 1 - The association shall be maintained and operated by means of

contributions from members, private individuals, organizations, or

associations, who share the objectives of the association from

revenues derived from its assets or business.

Section 2 - The association shall not be for profit, shall declare no dividends, and

no profits or benefits from its activities and operations shall accrue to

any and all members of said association, unless hired as an employee.

Section 3 - No member of the Board of Directors of the Corporation, except the

Executive Director and those hired as an employee shall receive

compensation or other consideration from the assets of the

Corporation other than reasonable compensation for services

rendered.

ARTICLE X

AMENDMENTS

Section 1 - These By-Laws maybe amended by a majority vote of the members

and majority of the Board of Directors of the Association at such

regular or special meeting called for this purpose.

Section 2 - The Association follows the calendar year, January to December.

ARTICLE XI

THE CORPORATE SEAL

Section 1 - The Association may adopt such corporate seal as maybe approved by

the Board of Directors.

Adopted by the majority vote of the members on May 26, 1984 at Quezon City.