FAR EASTERN UNIVERSITY
DR. NICANOR REYES SCHOOL OF MEDICINE ALUMNI
FOUNDATION
ARTICLE I
NAME
This Corporation shall be known as the FAR EASTERN UNIVERSITY - DR. NICANOR REYES SCHOOL OF MEDICINE ALUMNI FOUNDATION and shall herein be called "ALUMNI FOUNDATION ".
ARTICLE 11
MEMBERSHIP
The members of the ALUMNI FOUNDATION shall consist of:
A. Graduates of FAR EASTERN UNIVERSITY - DR. NICANOR REYES MEDICAL FOUNDATION (herein called "MEDICAL SCHOOL") consisting of THE INSTITUTE OF MEDICINE
B. PARENTS OF STUDENTS AND/OR GRADUATES OF THE MEDICAL SCHOOL, AND FRIENDS OF THE ALUMNI FOUNDATION AS HONORARY MEMBERS.
ARTICLE III
OFFICES
The location of the principal and other business offices of the ALUMNI FOUNDATION shall be determined by the Board of Trustees.
ARTICLE IV
PURPOSE
Section 1:
The purpose of the ALUMNI FOUNDATION shall be:
(a) To assist the MEDICAL SCHOOL build, maintain, equip, manage and operate a School of Medicine and Hospitals.
(b) To promote the general health care and resources of the citizens of the Philippines.
(c) To promote research in medical science, public health and fields related thereto at or by the Medical School.
(d) To encourage persons especially qualified to apply for admission to attend the MEDICAL SCHOOL.
(e) To accept all gifts, bequests, endowments, grants or devise of real or personal property necessary for the furtherance of the aims of the ALUMNI FOUNDATION and to administer, sell, convey, lease or dispose of the same for the objects of the ALUMNI FOUNDATION.
(f) To establish grants, chairs, and scholarship awards to members of faculty and students of the MEDICAL SCHOOL.
(g) To apply, expend, disburse, grant or contribute its income and, if as it deems advisable, the principal of its property for the purpose of carrying out the objectives of the ALUMNI FOUNDATION or to contribute the same duly organized non-profit corporations, funds or foundations whose purposes are similar to those for which the ALUMNI FOUNDATION is organized.
(h) To do and engage in any and all lawful activities that may be incidental or reasonably necessary to any of the foregoing purposes and to have and to exercise all other powers and authority now or hereafter conferred by and under Title 15, Corporation and Association not for Profit, Revised, and several supplements thereto and acts amendatory thereto of the state of New Jersey.
(I) The ALUMNI FOUNDATION shall not exercise any power or authority expressed or implied to directly or indirectly engage in any activity that would prevent this ALUMNI FOUNDATION from qualifying (and continuing to qualify) as an exempt organization under the Internal Revenue Code, or any amendment or supplement thereat; or the provisions of any further revenue law of the United States, contributions to which are deductible for income tax purposes.
Section 2:
The ALUMNI FOUNDATION shall be a non-profit organization.
ARTICLE V
TRUSTEES
Section 1:Function
The control and management of the property and affairs of the ALUMNI FOUNDATION shall be vested in a Board of Trustees of not less than three (3) or not more than fifty (50), who may adopt and amend by-laws and regulation for its government and who may delegate the prosecution of the objects and purposes of the ALUMNI FOUNDATION, under prescribed regulation, to such persons as they select.
Section 2: Qualifications and Composition
All members of the Board of Trustees shall be members of the ALUMNI FOUNDATION.The members of the Board of Trustees are as follows:
Chapter Trustees
Section 3: Term
(a)The CHAPTER TRUSTEES shall serve at the pleasure of the Chapter they represent.
(b)TRUSTEES AT LARGE. Effective in July 2006, eleven (11) TRUSTEES AT LARGE shall be duly elected annually for three (3) years by a majority of then constituted Board of Trustees.
There is no limit on the number of terms of the Trustees.
Section 4:Termination of Trusteeship
A Trustee's tenure as Trustee of the ALUMNI FOUNDATION shall terminate upon his death, voluntary resignation in writing, removal by a 2/3 majority vote of all of the Trustees, expiration of term as Chapter President or designated Trustee of the Chapter, and in the case of TRUSTEES AT LARGE, upon expiration their three (3) year term and, the election and qualification of successor trustees.All rights, powers, privileges, obligations and duties of Trustee of the ALUMNI FOUNDATION shall cease upon the termination of his membership.
Section 5:Vacancies
Vacancies in TRUSTEES AT LARGE may be filled for the duration of the term by appointment by the Chairman of the Board of Trustees with majority consent and approval of the remaining Trustees at any regular or special meeting of the Board of Trustees.Vacancies in Chapter Trustees are filled by the respective chapter.
Section 6: Additional Powers
The Board of Trustees shall have, in addition to the powers and authority expressly conferred upon the Trustees of the ALUMNI FOUNDATION by the Certificate of Incorporation and by these By-Laws, the right, power, and authority to exercise such powers, and to do all the acts, deeds, and things, as may be exercised or done by the ALUMNI FOUNDATION as a corporation not for profit organized under and by virtue of the laws of the State of New Jersey".
Section 7:Meetings
A. Annual and Regular Meetings
(1)The annual meeting of the Board of Trustees of the ALUMNI FOUNDATION shall be held during the Annual Convention.
(2)A regular meeting of the Board of Trustees shall be held during the month of February or March of each year. Notice of the time, place and purposes of the meetings of the Board of Trustees of the ALUMNI FOUNDATION shall be given by serving such notice upon each Trustee personally or by telephoning, telegram or mailing such notice to each Trustee at his address as the same shall appear on the membership Roll of the ALUMNI FOUNDATION . Notice of such meetings of the Board of Trustees shall be given at least thirty (30) days prior thereto.
B. Special Meeting
Special meetings of the Board of Trustees may be called by the Chairman of the Board of the ALUMNI FOUNDATIONat the request of twenty-five percent (25%) of the members of the Board of Trustees on notice at least seven (7) days prior thereto.
C. Place of Meetings
All meetings of the Board of Trustees shall be held at the principal office of the ALUMNI FOUNDATION or at such other places as shall be designated in the notice of the meeting.
D. Quorum
The presence of twenty (20) of the Board of Trustees of the ALUMNI FOUNDATION shall constitute a quorum at any meeting of the Board. Such meeting may be continued on a subsequent date provided a quorum shall be present at such a meeting.
E. Voting by Trustees
At all meetings of the Trustees of the ALUMNI FOUNDATION, each Trustee at Large; shall be entitled to cast one vote in person. The Chapter President (Chapter Trustee) who is unable to attend any meeting of the Board of Trustees may designate his or her representative with a letter of proxy to vote and /or participate in the meeting of the Foundation.
F. Determination of Questions
At all meetings of the Board of Trustees of the ALUMNI FOUNDATION, all questions shall be determined by a majority vote of the Trustees, present and voting, except in the case of any matter where the affirmative vote of a number of Trustees, greater than a majority of those present and voting is required by these By-Laws or by any applicable statute or law of the State of New Jersey.
ARTICLE VI
OFFICERS
Section 1: Officers
The ALUMNI FOUNDATION shall have a Chairman of the Board, President, Executive Vice President, 3 Regional Vice Presidents, Secretary, Treasurer, Internal Auditor.
Section 2:Qualifications
The Chairman of the Board, President, Executive Vice-President, 3 Regional Vice Presidents, Secretary, Treasurer and Internal Auditor shall be Members and Trustees of the ALUMNI FOUNDATION in good standing. Any other officer or officers may, but need not be Trustee of the ALUMNI FOUNDATION.
Section 3: Election of Officers: Terms
The Board of Trustees shall elect the Officers of the ALUMNI FOUNDATION, and the Officers so elected shall hold office for a term of two (2) years and until their successors shall be duly elected and shall qualify. The Chairman of the Board, President and Executive Vice President shall serve only for one term. Other officers maybe re-elected twice. The election shall take place at the annual meeting of the ALUMNI FOUNDATION. These changes are effective immediately after its ratification. In the event of a tie, both candidates may elect to agree between two options: (a) a coin toss (b) a re-voting. If both candidates refuse, the Board shall divide the house and choose between these two options.
Trustees who are newly elected may vote only after they are sworn into office.
Section 4: Other Officers and Agents
(a) In addition to the Officers specified in Section 1 of this Article, the Chairman of the Board of Trustees, with the consent and approval of the Board may appoint an Executive Director, Assistant Treasurer and Assistant Secretary, Editor and Investment / Financial Coordinator and such other appointees who need not be Trustees of the ALUMNI FOUNDATION, shall hold their respective offices for such powers and perform such duties, as shall be determined by the Board of Trustees . Appointments made by the Chairman are subject to approval by the Board of Trustees at its next meeting
(b) The election of or appointment by the Board of Trustees, or any person as an appointee or agent of the ALUMNI FOUNDATION, shall not confer upon such appointee or agent membership in the ALUMNI FOUNDATION or its Board of Trustees.
(c) Any appointee of the Board of Trustees may be removed from his office or position any time by the Board of Trustees whenever, in the judgment of the Board of Trustees, the best interest of the ALUMNI FOUNDATION will be served thereby.
Section 5: Filling of Vacancies
A vacancy in any office by reason of health, resignation, termination, or disqualification may be filled by the chairman of the Board of Trustees with the approval of the Board of Trustees for the unexpired portion of the term of the person previously holding such office.
ARTICLE VII
POWERS AND DUTIES OF OFFICERS
ELECTED AND APPOINTED
Section 1: Chairman of the Board of Trustees
The Chairman of the Board of Trustees shall be the Chief Executive of the ALUMNI FOUNDATION and shall preside at all meetings of the Board of Trustees and perform such other duties as the Board of Trustees may determine.
Section 2:President
The President shall be the chief operating officer and shall have the general powers of supervision and management usually vested in the office of the President of a corporation not for profit under the laws of the State of New Jersey", subject, however, at all times, to the direction and control of the Board of Trustees.
Section 3: Executive Vice-President
During the absence or disability of the President, the Executive Vice President shall exercise all the functions of the office of the President.
Section 4: Regional Vice-Presidents
The 3 Regional vice Presidents shall have such duties and serve a liaison with the Board of Trustee and discharge such additional duties as may be assigned from time to time by the Board of Trustees.
Section 5: Secretary
The Secretary shall keep the minutes of the meetings of the Board of Trustees; see that all notices are duly given in accordance with provisions of these By-Law; and in general, perform all duties incident to the office of Secretary.
Section 6: Treasurer
The Treasurer shall have the custody of all the funds and property of the ALUMNI FOUNDATION. He shall take such steps as may be necessary to collect moneys due to the ALUMNI FOUNDATION, and all checks, notes or other obligations and evidence of the payment of many payable to the ALUMNI FOUNDATION or coming into his possession and shall deposit the funds arising therefrom, together with all other funds of the ALUMNI FOUNDATION coming into his possession, in such banks as may be selected as the depositories of the ALUMNI FOUNDATION, or properly care for and disburse them in such manner as the Chairman of the Board of Trustees may direct. Whenever required by the Chairmen of the Board of Trustees or by the President shall exhibit a complete and true statement of the cash account of the ALUMNI FOUNDATION and for the securities and other property in his possession, custody and control.Shall enter regularly in the books belonging to the ALUMNI FOUNDATION and to be kept for such purposes and accurate account of all moneys received and paid on account of the ALUMNI FOUNDATION and other business transactions.Shall, in general, perform all such duties as are incidental to the office of the Treasurer of a "corporation not for profit under the laws of the State of new Jersey", subject, at all times, to the direction and control of the Chairman of the Board of Trustees or President.
Section 7: Executive Director
The Executive Director shall be the Administrative Officer of the Alumni Foundation. The Board of Trustees is authorized to provide for administrative services in such a manner as it deems in the best interest of the Alumni Foundation, by employment, organizational contract or otherwise. The Executive Director is subject at all times, to the direction and control of the Board of Trustees, shall have the general supervision, direction and active management of the business and affairs of the ALUMNI FOUNDATION, and may be a member of the Board of Trustees. He shall execute all orders or resolutions of the Board of Trustees. In addition, under the supervision of the Board of Trustees, the Executive Director shall keep the record of the ALUMNI FOUNDATION, the membership roll of the ALUMNI FOUNDATION and the permanent records of all minutes of meetings; shall have charge of all such additional books and papers as the Board of Trustees may direct; shall in general, perform all duties as are incidental to the office of a secretary of a "corporation not for profit under the laws of the State of New Jersey", subject, at all times, to the direction and control of the Board of Trustees.
Section 8: Internal Auditor
He shall check and review that all orders and resolutions approved by the Board of Trustees are implemented and shall insure financial accountability of the officers and the foundation.
Section 9: Bond
The Board of Trustees may require the Chairman of the Board of Trustees, President, Executive Vice President, Treasurer, Executive Director, and such other officers, agents and employees of the ALUMNI FOUNDATION as the Board deems advisable, to give bond for the faithful discharge of their duties, in such sum and with such surety or sureties as the Board of Trustees may from time to time prescribe, the expense of which may be borne by the ALUMNI FOUNDATION, as the Board of Trustees shall determine.
Section 10: Board Chairman Emeritus
The Chairman of the Board shall automatically be bestowed the title of Chairman Emeritus the day following the expiration of his/her two year term. The name of the Chairman Emeritus shall be listed on the official Roster of Chairmen Emeritus and shall also be on the stationary/letterhead of the Foundation in chronological order. The Chairmen Emeritus shall function as the advisory board of the Foundation, with full privileges of deliberation at the assembly, but without the right to vote .
Section 11: Succession
In the event of death, disability or termination of any of the officers, from the Chairman down to the Secretary, the following line of succession shall govern, strictly in the following order: President, Executive Vice President, First Vice President, Second Vice President, Third Vice President, Secretary. If the position of the Chairman is declared vacant, the President shall assume the office, and each officer moves up one position higher. If the Secretary is vacated, the provision of Article VI, Section 5, shall prevail
ARTICLE VIII
COMPENSATION AND INDEMNIFICATION
Section 1: Compensation
Officers, Members of the Board of Trustees of the ALUMNI FOUNDATION, shall be volunteers and shall receive no compensation from the ALUMNI FOUNDATION or any of its chapters; however, they may be reimbursed for any expense, disbursement or liabilities made or incurred by such person or on account of the ALUMNI FOUNDATION or in connection with the management and conduct of the affairs of the ALUMNI FOUNDATION. They shall be reimbursed no more than two hundred dollars ($200.00) for the winter meeting attendance. The foregoing shall not be deemed to exclude the right of any person to indemnification as provided in the following section of this article.
Section 2: Indemnification
Every persons who is, shall be or shall have been an officer or member of the Board of Trustees of the ALUMNI FOUNDATION, and personal representative, shall be indemnified by the ALUMNI FOUNDATION against all costs and expenses (including, but not limited to, attorneys' fees, damages and reasonable amounts paid in settlement) reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit or proceeding to which he or she may be made a party by reason of being or having been an officer of the ALUMNI FOUNDATION. or a member of the Board of Trustees or of any chapter thereof, except in relation to such matters as to which he or she shall finally be adjudicated in such action, suit or proceeding to have acted in bad faith and to have been liable by reason of willful misconduct in the performance of his duties as such Trustees or officer.
ARTICLE IX
DISSOLUTION
Upon the dissolution of the Corporation in accordance with the applicable provisions of the laws of the State of New Jersey, and after all the debts of the ALUMNI FOUNDATION have been fully satisfied as required thereby, all the assets of the ALUMNI FOUNDATION, as then constituted, and including all income of the ALUMNI FOUNDATION then undistributed, shall be transferred to FEUDNRMF or any Medical School in the Philippines deserving of our support, organized and operated exclusively for charitable, scientific or educational purposes, and which are exempt from taxation under provisions of Section 501 (c) (3) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent federal tax laws.
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ARTICLE X
COMMITTEES
Section 1: Executive Committee
(a). The Chairman of the Board, President, Executive Vice President, Treasurer and Secretary constitute the Executive Committee of the Board of Trustees. The President is the chairperson of the Executive Committee. This committee shall exercise all the powers of the Board of Trustees when the Board of Trustees is not in session, subject to the ratification of the Board of Trustees at its next meeting. Records of all minutes shall be kept and read at the following meeting of the Board of Trustees. Records of all minutes of the Executive committee shall be sent to members of the Board of Trustees together with a self addressed, stamped envelope for any comments from members of the Board of Trustees.
(b). Emergency Meeting Via Teleconference:
Upon the request of the Chairman of the Board or the President, an emergency meeting of a committee and/or Executive Committee via Teleconference can be called whenever necessary and important matters are to be discussed and decided at any time before the next meeting of the Board of Trustees. All other stipulations for such meeting shall apply as stipulated in this Article, X, Section 1 (a).
Section 2: Finance Committee
- The Finance Committee shall be composed of members of the Executive Committee.
- The functions of the Committee are:
- To select and recommend investment advisers and or counsels.
- To formulate recommendations for financial strategies.
- To plan a budget for the fiscal year beginning on the 1st day of January
Of each year.
Fiscal year which may be adopted by majority vote .
C. Investment/financial coordinator. The Chairman of the Board with the concurrence of the Board of Trustees may appoint an investment/financial coordinator. He shall facilitate/coordinate periodic meetings of the Finance Committee.
(Section 3 : Membership Committee
The chairman of the Board of Trustees, with the consent and approval of the Board of Trustees, may appoint a membership committee which shall pass upon all membership applications and responsible for keeping the list of all members current. The membership committee shall have the power to suspend or cancel the membership privileges of or to expel any member for failure to discharge any indebtedness to the ALUMNI FOUNDATION, or for conduct prejudicial to the welfare, interest, or character of the ALUMNI FOUNDATION.
Section 4 : Other Committees
Other standing committees of the ALUMNI FOUNDATION are: Bylaws, Endowments, Planning and Development. The chairman of the Board of Trustees, with the consent and approval of the Board of Trustees, may appoint any other committee or committee seemed advisable. Said committees shall have such powers and duties as the Board of Trustees may provide.
Section 5 : Meetings
Standing and special committees of the ALUMNI FOUNDATION shall hold their meetings at such time as the respective committee shall determine.
Section 6: Ex-Officio membership. The Chairman of the Board and/or the President are ex-officio members of all committees and may actively participate in any of its meetings and deliberations.
ARTICLE X1
ACCOUNTS
Section 1: The Fiscal Year
The fiscal year shall begin on the first day of January of each year and end December 31st.
Section 2 : Statements
Bills for membership dues shall be sent to members and if said bills are not paid for two successive years, member's rights and privileges shall cease until indebtedness has been paid.
ARTICLE X11
AMENDMENTS
Section 1:
These By-Laws may be amended at any meeting of the Board of Trustees by a 2/3 majority vote.
Section 2: Proposed Amendments to the By-Laws must be mailed to the members of the Board of Trustees at least thirty (30) prior to any meeting where the Amendments will be deliberated upon.
ARTICLE XIII
INTERPRETATION
The interpretation of and the power to implement these By-Laws and of all rules authorized by it, shall be vested in the Board of Trustees. On any issue not covered by this By-laws, the Roberts Rules of Order, the latest Edition, shall prevail .
ARTICLE XIV
WAIVER OF NOTICE
Unless otherwise provided by law, whenever any notice is required to be given, by provisions of the By-Laws, a waiver in writing signed by the person or persons entitled to such notices, whether before or after the time stated herein shall be equivalent thereto.
ARTICLE XV
CHECKS, DEPOSITS, AND FUNDS
Section 1: Checks, Drafts, Etc.
All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the corporation up to the sum of one thousand ($1,000.00) dollars shall be signed by the President or Treasurer and countersigned by the Executive Director or Vice President or Assistant Treasurers or Secretary or Assistant Secretary; and sums in excess of ONE THOUSAND (1000.00) DOLLARS shall be singed by President and Treasurer and countersigned by an Executive Director or Vice President or Assistant Treasurer or Secretary or Assistant Secretary. Sums that are two hundred ($200.00) dollars or less will be signed by the Treasurer.
Section 2 : Deposits
All funds of the corporation shall be deposited in such banks, trust companies or other depositories as the Board may select.
Revised October 25, 1980
Committee on Bylaws
Renato G. Ramos, M.D.
Approved by Board of Trustees
February 28, 1981
Amended February 25, 1989 in St. Louis Missouri
Number of Trustees-at-Large increased to 21, seven (7) to be elected annually for a 3 year term.
Amended July 9,1998 in Anaheim, California: CREATED POSITION of
(a) ADVISORY BOARD (b) INVESTMENT / FINANCIAL COORDINATOR
Amended March 6, 1999 in Las Vegas, Nevada: DELETED FROM MEMBERSHIP
(a) SCHOOL OF MEDICAL TECHNOLOGY (b) THE INSTITUTE OF NURSING
(c) STUDENTS PRESENTLY ATTENDING THE MEDICAL SCHOOL.
Committee on Bylaws
Cesar D. Candari, M.D.
Amended July 13, 2000 in Indian Lakes Resort, Bloomingdale, Illinois.
(a) Term of office of officers of the Foundation reduced to two years. The chairman of the Board, President and Executive Vice President shall serve only for one term. Other officers maybe re-elected twice.
(b) Added stipulation for a coin toss or re-voting in the event of a tie during an election.
(c) Deleted SCHOOL OF NURSING AND SCHOOL OF MEDICAL TECHNOLOGY under the purpose of the ALUMNI FOUNDATION.
Committee on Bylaws
Cesar D. Candari, M.D.
Amended March 13, 2004, Las Vegas, Nevada; Ratified July 15, 2004, Troy, Michigan
(a) The presence of twenty (20) members of the Board of Trustees constitute a quorum at any meeting.
(b) Previous chairman of the Board automatically becomes member of the Board chairmen Emeritus.
(c) Members of the Board of Trustees shall be reimbursed no more than two hundred dollars ($200.00) of expenses for the winter meeting attendance.
Co-chairmen, Committee on Constitution and Bylaws
Cesar D. Candari, M.D
Noli C. Guinigundo, M.D
7/2004
Amended July 14, 2005 Las Vegas, Nevada:
Number of Trustees –at-Large to be elected annually increased to eleven (11) for a 3 year term.
Co-chairmen, Committee on Constitution and Bylaws:
Amante Legaspi, Sr. M.D.-Chairman
Cesar D. Candari, M.D. –Co-chairman
Amended February 24, 2007 , Chesapeake, Virginia
- Established Line of succession of officers in the event of death, disability or termination
- Voting by proxy
- Voting by newly elected Trustee
- Advisory Board deleted in toto. Replaced by Chairmen Emeritus
- Emergency by a committee via Teleconference
- Change Fiscal Year
- Appointments by the chairman subject to approval by the Board of Trustees.
Noli Guinigundo, M.D. – Chairman
Cesar D. Candari, M.D. – Co-Chairman
Amended March 29, 2008 at Westin Casuarina, Las Vegas , Nevada
Functions of Finance Committee and Investment/Financial Coordinator.
Noli Guinigundo, M.D.- Chairman
Cesar D. Candari, M.D.-Co-Chairman
Amended July 3, 2008 at Hyatt Regency Hotel-Orange County, California
Restatement of Chapter Trustees and Chapter Representatives
Noli Guinigundo, M.D., Chairman
Cesar Candari, M.D., Co-Chairman
