CONSTITUTION AND BY-LAWS

BY-LAWS

of the

BOSCONIAN INTERNATIONAL CHAMBER OF COMMERCE, INC.

Article I

NAME

    The name of the organization shall be BOSCONIAN INTERNATIONAL CHAMBER OF COMMERCE, INC. (hereinafter referred to as the “Chamber”)

Article II

PURPOSES

        The objectives and purposes of the Chamber shall be as follows:

PRIMARY PURPOSE:

        To provide a forum through which the Salesian past pupils in various professions or industries can discuss matters and pursue projects of common interest and benefit, serve as a medium through which the Salesian past pupils can make their presence felt in the business community and be the vehicle through which the Bosconian businessmen and professionals can exercise social and community leadership and participate in national development.

SECONDARY PURPOSES:

1.  To promote mutual understanding and cooperation among its members;

2. To promote and maintain high professional and ethical standards among its members in dealing among themselves as well as with the public and to adopt rules and regulations and/or institute measures relative and necessary thereto;

3. To give or render aid and advice to any of its members;

4. To cooperate and/or coordinate with similar organizations as well as with government agencies for the successful and effective accomplishment of the corporation’s objectives;

5. To study the implications of any existing and proposed legislation on the various fields of business and professions in which its members are engaged in and to take appropriate actions relative thereto;

6. To invest the assets of the corporation which are not immediately required for operating expenses in such forms of investment as may be approved by the Board of Trustees;

7. To engage and/or terminate the services of employees and/or consultants necessary to achieve the corporation’s objectives or in connection with the conduct of its affairs;

8. To raise funds and to accept donations and bequests for any or all of the purposes of the corporation; and

9. To make donations to other organizations as may be deemed appropriate by the Board of Trustees.

Article III

OFFICES

        The principal office of the Chamber shall be located in Metro Manila, Philippines. The Board of Trustees may also establish and/or maintain offices in other parts of the Philippines or abroad when the activities of the Chamber so require.

Article IV

MEMBERSHIP

Section 1. Classification of Members

        The members of the Chamber shall be classified as follows:

A. Regular Members

B. Charter Members

C. Lifetime Members

Section 2. Qualifications of Members

        The qualifications for the various classes of members of the Chamber are as follows:

A. Regular Members – Any Salesian past pupil may become a Regular Member by applying with and being accepted by the Chamber and paying the membership fee and annual dues, upon approval of his membership application. In addition, an applicant for regular membership must be in business or in government or must practice a profession and must be in good standing in his community or professional environment. He must be willing to be involved in the Chamber’s activities and various projects. Further, he must be able to carry out the duties and responsibilities of regular members, as stated in these By-Laws.

B. Charter Members – Any Salesian past pupil who has all the qualifications of a regular member, as stated in the preceding paragraph (A) above, and who has contributed, at least, Ten Thousand Philippine Pesos (P10,000.00), or its equivalent in foreign currency, to the Chamber, prior to its incorporation, shall be classified as a Charter Member.

C. Lifetime Member – Any regular member of the Chamber who makes a lump-sum contribution of, at least, Ten Thousand Philippine Pesos (P10,000.00), or its equivalent in foreign currency, to the Chamber, after its incorporation, shall become a Lifetime Member. All charter members are automatically lifetime members.

For purposes of these By-Laws, a Salesian past pupil is defined as a person who has undergone education or training in any Don Bosco or Salesian school or institution in any country for, at least, one year.

Section 3. Rights and Privileges of Members

        The individual members of the Chamber shall have the following rights and privileges:

A. Regular members – The regular members of the Chamber shall have the right to attend, participate in the discussions and vote on any issue that may properly be brought before the sector and general membership meetings of the Chamber. They shall also be eligible to any elective or appointive office of the Chamber. Whenever applicable, they shall be entitled to enjoy all benefits or advantages, resulting from the activities of the Chamber, which are not otherwise limited to specific classes of members. They shall have the right to examine all the records or books of the Chamber during business hours, subject to such reasonable rules and regulations that the Board of Trustees of the Chamber may prescribe.

B. Charter Members – The charter members shall have all the rights of regular members. In addition, they shall enjoy a lifetime exemption from the payment of the annual dues. Charter members may also enjoy additional rights and privileges which the Board of Trustees, by a majority vote of all its members, may grant.

C. Lifetime Members – The lifetime members shall have all the rights of regular members. In addition, they shall enjoy a lifetime exemption from the payment of the annual dues. Lifetime members may also enjoy additional rights and privileges which the Board of Trustees, by a majority vote of all its members, may grant.

Section 4. Duties and Responsibilities of Members

        The members of the Chamber shall have the following duties and responsibilities:

1. To pay promptly and regularly their fees, dues, special assessments and other financial obligations to the Chamber or its sectors.

2. To attend the meetings of the sectors to which they belong and the general membership meetings of the Chamber.

3. To faithfully discharge any assignment given them by the Executive Board of the sector to which they belong or by the Board of Trustees or the President of the Chamber.

4. To abide by the By-Laws of the Chamber and comply with all the resolutions and rules and regulations duly promulgated by the Board of Trustees of the Chamber.

5. To conduct himself with the highest standards of professionalism, fairness and courtesy in his dealings with other members of the Chamber.

Section 5. Admission of New Members / Change in Membership Classification

A. APPLICATION PROCEDURES FOR REGULAR MEMBERSHIP

1. An applicant for regular membership shall accomplish the prescribed application form and submit the same to the Chamber’s Secretariat by mail, fax, e-mail or on-line through the Chamber’s website.

2. Upon receipt of an application, the Secretariat shall post, on the Chamber’s website, the name of the applicant, as well as other personal circumstances. This is to allow members an opportunity to file an objection to the application or to submit any derogatory information on the applicant.

3. Five (5) days after such posting, the Secretariat shall then refer the application, together with the objections and/or derogatory information, if any, to the Chamber’s Membership Screening Committee for its consideration. The Membership Screening Committee shall ensure that the applicant possesses all the qualifications and none of the disqualifications for regular membership. The Membership Screening Committee shall act on the application within fifteen (15) days from receipt thereof.

4. The applicant shall be notified by the Secretariat of the action on his application for regular membership by the Membership Screening Committee. If the action is favorable, the applicant shall be asked to pay the membership fee and annual dues within fifteen (15) days from notification. Upon payment of the membership fee and annual dues, the applicant shall be declared an official member of the Chamber.

5. New members shall take their oath of membership at the next general membership meeting of the Chamber.

6. The Membership Screening Committee shall consist of five (5) members, namely: the President, the Vice President for Internal Affairs, the Secretary and two (2) members to be appointed by the Board of Trustees. The President or, in his absence, the Vice President for Internal Affairs shall preside over the meetings of the Membership Screening Committee An applicant may become a member of any number of sectors he wants, provided he indicates all the sectors he wants to join in his application form and he pays the annual dues for each of the sectors he wishes to join.

        Should any regular member wish to become a lifetime member, he should indicate his intention to the Chamber and pay the lump-sum contribution of Ten Thousand Philippine Pesos (P10,000.00), or its equivalent in foreign currency, to the Chamber. As soon as this is done, the Board of Trustees shall pass a resolution changing the classification of the said member from regular to lifetime membership.

Section 6. Membership Fees, Annual Dues and Special Assessments

A. Amount of Membership Dues - Except as hereinafter provided, each regular member shall pay to the Chamber membership fees, annual dues and special assessments in such amounts as may be fixed by the Board of Trustees. The membership fee shall be payable within fifteen (15) days from notification of the approval of the application for membership. The annual dues shall be payable not later than March 31 of each year, except for new members who must pay the annual dues together with their membership fees. The special assessments shall be payable within fifteen (15) days after notification thereof.

B. Delinquency of payment membership fees, annual dues, special assessments and other financial obligations to the Chamber shall be a cause for suspension or revocation of membership.

Section 7. Certificates of Membership

    Every member in good standing of the Chamber shall be awarded a Certificate of Membership in such form and design as the Board of Trustees may determine, duly signed by the Chairman, the President and the Corporate Secretary of the Chamber. The certificate of membership shall specify his membership classification.

Section 8. Discipline

A. Disciplinary Power of the Board of Trustees – The Board of Trustees of the Chamber shall have the power to consider and take actions with respect to all questions which may arise as to the conduct of its member in his relations with the Chamber or with his sector or with any of the Chamber’s members.

B. Penalties – If it is found that misconduct has occurred or that there are sufficient grounds for the imposition of disciplinary measures, the Board of Trustees of the Chamber may warn, admonish, reprimand, suspend or expel the erring member, subject to the provisions of these By-Laws and to the rules promulgated by the Board of Trustees.

1. Violation of any of the provisions of these By-Laws;

2. Refusal to comply with any of the directives or orders of the Board of Trustees

3. Failure to comply with the obligations corresponding to his class of membership in the Chamber;

4. Commission of any act inimical to the aims of and damaging to the reputation of the Chamber.

D. Procedure – A member of the Chamber, regardless of classification, may be subjected to disciplinary measures or penalties only after being accorded due process in accordance with the rules of procedure promulgated by the Board of Trustees. The penalties of suspension or expulsion may be imposed only if the following are complied with:

1. The Executive Board of the sector to which the erring member belongs recommends, by a majority vote of all its members, to the Chamber’s Board of Trustees the suspension or expulsion of such erring member; and

2. The Chamber’s Board of Trustees, by a two-thirds (2/3) vote of all its members, approves such suspension or expulsion.

    A member who is expelled may be reinstated by the affirmative vote of the majority of all the members of the Executive Board of the sector to which the expelled member belongs and of two-thirds (2/3) of all the members of the Chamber’s Board of Trustees.

Article V

MEETINGS

Section 1. Regular Meetings

A. Board of Trustees – The Board of Trustees shall meet regularly once a month on the day, at the time and in the place agreed upon by a majority of the members of the Board of Trustees.

B. Executive Council – The Executive Council shall meet regularly once a month on the day, at the time and in the place agreed upon by a majority of the members of the Executive Council.

C. Executive Board of the Sector – The Executive Board of a sector shall meet regularly once a month on the day, at the time and in the place agreed upon by a majority of the members of the said Executive Board.

D. Chamber – There shall be a general membership meeting of all members of the Chamber once every quarter on the day, at the time and in the place agreed upon by a majority of the members of the Board of Trustees.

Section 2. Special Meetings

A. Board of Trustees – Special meetings of the Board of Trustees may be called by the Chairman or the President or upon the written request of at least five (5) members of the Board of Trustees to consider and act upon urgent matters.

B. Executive Council – Special meetings of the Executive Council may be called by the President or upon the written request of at least five (5) members of the Executive Council to consider and act upon urgent matters.

C. Executive Board of the Sector – Special meetings of the Executive Board of a sector may be called by the Sector Chairman or upon the written request of at least three (3) members of the said Executive Board to consider and act upon urgent matters.

D. Chamber – Special meetings of the members of the Chamber may be called by the Chairman or the President or upon the written request of twenty percent (20%) of all the members in good standing of the Chamber to consider and act upon urgent matters.

Section 3. Annual Membership Meeting

    The regular general membership meeting during the first quarter of every year shall also be the Annual Membership Meeting of the Chamber. The agenda for the said Annual Membership Meeting shall include, among others, the following:

A. Roll Call of Members;

B. Reading and approval of minutes of the previous annual membership meeting;

C. Annual Report on the activities and operations of the Chamber;

D. Consideration, ratification and confirmation of all the acts and proceedings of the Board of Trustees done and taken during the year preceding;

E. Other business as may properly come before the meeting; and

F. Elections of the members of the Board of Trustees and other officers of the Chamber for the ensuing year. Such elections shall be governed by the rules promulgated by the Board of Trustees, including the qualifications and eligibility to vote and be elected into office. A Committee on Elections shall be created by the Board of Trustees to preside over these elections.

Section 4. Quorum

        Unless otherwise provided for in these By-Laws, a majority of the members of the Board of Trustees, Executive Council or Executive Board of a sector shall constitute a quorum for the transaction of any business in their respective meetings.

            In the elections for the members of the Board of Trustees and officers of the Chamber, it shall be sufficient that, at least, twenty percent (20%) of all the members be present or properly represented by proxy to conduct such elections. If a member cannot personally attend a meeting where the elections will be held, he may designate a proxy by submitting to the Chamber’s Corporate Secretary a written proxy designation on or before the said meeting, provided that the proxy appointed must be qualified to vote at such elections.

            Unless otherwise provided for in these By-Laws, all decisions of the Board of Trustees, Executive Council or Executive Board of a sector shall be approved by a majority vote of their respective members attending the particular meeting in which the decision is made, provided a quorum exists in such meeting.

Article VI

SECTORS AND THEIR EXECUTIVE BOARDS

Section 1. Definition of Sector

    The sector is the basic organizational component of the Chamber. A sector is an aggrupation of Salesian past pupils, belonging to the same industry/profession or related industries/professions which has satisfied the sector accreditation requirements of the Chamber, as prescribed by the Chamber’s Board of Trustees.

Section 2. Executive Board and Officers of the Sector

    Each Sector shall be governed by an Executive Board composed of a Sector Chairman, Sector Vice Chairman, Sector Secretary and Sector Treasurer and such number of additional sector directors and officers as the sector may deem fit.

Article VII

EXECUTIVE COUNCIL

Section 1. Composition

    The Chamber shall have an Executive Council which shall be composed of the President, who shall be its Presiding Officer, and all the sector chairmen of the various sectors of the Chamber.

Section 2. Functions

    The Executive Council shall draw up and recommend to the Board of Trustees all policies and programs of the Chamber. Upon approval of the said programs and policies, the Executive Council shall implement the same with the assistance of the executive boards of the various sectors.

The Executive Council shall serve as the liaison body between the Board of Trustees and the various sectors of the Chamber.

Article VIII

BOARD OF TRUSTEES

Section 1. Composition

    The Chamber shall be governed by a Board of Trustees composed of twenty (20) trustees. The immediate past president of the Chamber shall be an ex-officio member, without voting rights, of the Board of Trustees during the term immediately following his incumbency as President.

Section 2. Term of Office

    The members of the Board of Trustees shall have a term of one (1) year and shall serve until the election and qualification of their successors. Their term of office shall begin on January 1 following their election, except for the first set of trustees elected under these By-Laws whose term shall begin immediately after their election and shall expire on December 31, 2005.

Section 3. Vacancy

    Should a permanent vacancy arise in the Board of Trustees, for whatever reason, special elections shall be held to fill up the vacancy. The trustee elected to fill up such vacancy shall serve for the remainder of the unexpired term of the former trustee whom he replaced.

Section 4. Functions

    The Board of Trustees shall exercise the corporate powers of the Chamber, conduct all its business and hold and control all its property. It shall have the authority, among others, to:

A. Approve all policies and programs of the Chamber.

B. Make appropriations and authorize disbursements from the funds of the Chamber.

C. Appoint employees, define their duties and fix their compensation.

D. Engage the services of auditors, management consultants, legal counsel and other professionals as may be deemed necessary.

E. Receive, consider and act on the reports and recommendations submitted by the Executive Council, executive boards of the Chamber’s sectors and the various committees, commissions and councils of the Chamber.

F. Prescribe policies and promulgate such rules and regulations as may be necessary and proper to carry out the objectives and purposes of the Chamber.

G. Adopt a corporate seal.

Article IX

OFFICERS OF THE CHAMBER

Section 1. Officers

    The members of the Board of Trustees, immediately after their election as such, shall hold an organizational meeting during which they shall elect from among themselves the following officers: Chairman, Vice Chairman, President, Vice President for External Affairs, Vice President for Internal Affairs, Corporate Secretary and Treasurer. The Board of Trustees may appoint such other officers as it may deem necessary with such functions as it may deem fit to assign.

Section 2. Term of Office

    The officers of the Chamber shall have a term of one (1) year and shall serve until the election and qualification of their successors. Their term of office shall begin on January 1 following their election, except for the first set of officers elected under these By-Laws whose term shall begin immediately after their election and shall expire on December 31, 2005.

Section 3. Vacancy

    Should a permanent vacancy arise in any of the aforesaid positions, for whatever reason, the Board of Trustees shall hold special elections to elect from among themselves the new officer to fill up the vacancy. The officer elected to fill up such vacancy shall serve for the remainder of the unexpired term of the former officer whom he replaced.

Section 4. Chairman

    The Chairman shall preside over all meetings of the Board of Trustees and over all general membership meetings, including the Annual Membership Meeting, of the Chamber.

Section 5. Vice Chairman

    The Vice Chairman shall take over the functions of the Chairman in the absence of the latter.

Section 6. President

    The president shall be the chief Executive and Operating Officer of the Chamber and shall exercise such powers as are inherent to his position and as may, from time to time, be delegated by the Board of Trustees.

    The President shall take over the functions of the Chairman in the absence of the latter and of the Vice Chairman.

    Upon proper delegation by the Chairman or the Vice Chairman, the President may preside over all meetings of the Board of Trustees and over all general membership meetings, including the Annual Membership Meeting, of the Chamber. The President shall preside over all meetings of the Executive Council.

Section 7. Vice President for External Affairs

    The Vice President for External Affairs shall assist the President in matters pertaining to the Chamber’s relations with government agencies, industry and professional associations and other similar organizations in the pursuit of the Chamber’s activities and in the implementation of its programs.

Section 8. Vice President for Internal Affairs

    The Vice President for Internal Affairs shall assist the President in matters pertaining to the coordination of the programs and activities of the various sectors and individual members of the Chamber.

Section 9. Corporate Secretary

    The Corporate Secretary shall be the custodian of all the corporate records and corporate seal of the Chamber. He shall give or cause to be given notices to all parties concerned for the meetings of the Board of Trustees and for the general membership meetings, including the Annual Membership Meeting, of the Chamber. He shall keep full minutes of the said meetings. He shall prepare all resolutions approved by the Board of Trustees.

Section 10. Treasurer

    The Treasurer shall have custody of, and responsibility and accountability for, all funds, securities and properties of the Chamber with the obligation to keep and maintain a complete and accurate record of transactions in the corresponding books of accounts of the Chamber. He shall make an annual report on the financial condition of the Chamber to the Board of Trustees and to the members of the Chamber, as well as such other reports that the Board of Trustees may require.

Article X

COMMITTEES, COMMISSIONS AND COUNCILS

    The Board of Trustees may establish such committees, commissions and councils as it may deem necessary for the proper conduct of the activities of the Chamber.

Article XI

FISCAL YEAR

    The fiscal year of the Chamber shall be from January 1 to December 31 of each year.