Bylaws
JBS CLASS 1977 Alumni Association

Section 2. Officers - Officers include a President, Vice President, Secretary, Treasurer and Auditor.

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ARTICLE VIII – BOARD OF DIRECTORS

Section 1. Duties - The Board of Directors is charged with the fiduciary responsibilities for the Association’s health and welfare, shall guide the Association’s activities and oversee planning of the Association’s reunions, shall encourage and nurture communications among its members and prospective members and shall conduct such programs as deemed consistent and appropriate with these Bylaws as outlined below:

1. Transact the business of the Association;
2. Establish policies governing the affairs of the Association;
3. Provide for maintenance of records and files; proper care of materials, funds & equipment; payment of legitimate expenses of the Association;
4. Appoint or nominate officers of the Association and define duties;
5. Fill vacancies on the Board of Directors;
6. Ratify actions taken during the interim between formal reunions.

Section 2. Board Composition - The Board of Directors will be comprised of five (5) regular members elected by the membership

Section 3. Terms of Office - Members elected to the Board of Directors, will serve five (5) full years.

Section 4. Removal of Board Members - If an elected member of the Board fails to properly fulfill the requirements and obligations of their office or if they were charged with dishonest conduct, that situation shall be brought before the Board of Directors for investigation. The Board of Directors, through the President, shall notify the accused Board member and/or appointed officer or chairman and afford them the opportunity to offer testimony/evidence to disprove the allegations. Should the testimony/evidence or subsequent performance not support continuance in office, the President, with concurrence of the remaining members of the Board of Directors, shall remove that officer or Board member from office.  If the President is the object of the allegations, the Vice President shall chair the Board of Directors procedures.

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ARTICLE IX – OFFICERS

Section 1. Eligibility - Only members who are in good standing shall be eligible to hold office in this Association. No member shall hold more than one office at the same time.

Section 2. Elected Positions - The elective officers of the Association shall be as follows: President, Vice President, Secretary, Treasurer, Auditor, and such Regional Coordinators as may be required by the regional distribution of the members of the Association.

Section 3. Duties Requirements - The Association Officers shall perform the duties required of them by these Bylaws and such other duties as the Association may direct.

Section 4. Audit - At the end of each semi-annual period the Board of Directors with assistance from the Secretary, Treasurer, and Auditor shall meet and audit the books of this Association and shall in each forthcoming January and July make a full report of their findings, including the receipts and disbursements of the moneys of this Association for the previous semi-annual period, the balance on hand to the credit of each of the various funds at the end of each semi-annual period, and the assets and liabilities of this Association. The President shall issue the call for such meeting of the Board of Directors.

Section 5. Membership Forfeiture - Where a member ipso facto forfeits his/her membership, the President or Vice President shall immediately notify the Secretary of such forfeiture and shall immediately send notice in writing to the member, including the date and reason therefore. In those cases relating to ipso facto forfeiture for failure to pay association dues, such notice shall not be sent to the Secretary or to the member until an officer shall contact the member and to have him retain his membership.

Section 6. Record Keep - The Secretary shall file all reports in a filing book to be provided for that purpose and the same shall be preserved as a part of the records of this Association.

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ARTICLE X – OFFICER DUTIES

Section 1. President - The President shall serve as the Association’s Chief elected officer; shall be responsible for the conduct of and preside over all Association business meetings; shall be responsible for providing information to the Association’s membership regarding all financial integrity of the Association; shall make appropriate appointments as outlined in the Bylaws and/or shall make such other committee appointments as deemed appropriate for the Association; shall sign contracts or other documents on behalf of the Association as appropriate; shall perform such other duties and responsibilities commensurate with the position and/or deemed appropriate by the Board of Directors.

Section 2. Vice President - The Vice President shall fulfill all duties of the President in the event of the President’s absence and/or incapacity; shall maintain all membership records; prepare membership reports for the Association’s membership and/or perform such other duties and responsibilities as deemed appropriate by the Board of Directors.

Section 3. Treasurer - The Treasurer shall serve as the Association’s chief elected financial officer; shall be responsible for the financial integrity of the Association; shall be responsible for maintaining all financial records including bank statements and audits; shall be responsible for filing all appropriate financial documentation as required; shall be responsible for all disbursements and related documentation; shall be responsible for receiving membership dues and issue acknowledgement receipt and communicating membership status to the Vice President; shall be responsible for communicating with the President and the Board of Directors on a monthly basis the financial status of the Association including a balance sheet and membership status report; shall communicate the Association’s financial status at least once per year to the membership; shall be responsible for the handling of all funds and maintaining all appropriate records related to the Association’s fundraising; shall provide at least once annually a financial report to the Association’s membership using written, telephonic and/or electronic means; shall oversee fundraising and/or other related financial development programs on behalf of the Association; shall oversee a financial audit as deemed appropriate by the Board of Directors; shall maintain all financial records and documentation and/or oversee other financial matters as prescribed by the Board of Directors and/or file all necessary financial reports as may be required by other appropriate financial/legal authorities/agencies.

Section 4. Secretary - The Secretary is responsible for maintaining all records of the Association other than financial records; shall document all Board of Directors meetings, business meeting and reunions, shall provide written minutes and reports to the Board of Directors and to the membership using written, telephonic and/or electronic means; shall respond to appropriate correspondence; and shall conduct such other business on behalf of the Association as deemed appropriate by the Board of Directors.

Section 5. Auditor - The Auditor is responsible for performing financial and operational audits in accordance with audit plans approved by the Board of Directors; responsible for all phases of the internal audits including planning, inquiry and testing, preparation of written reports and discussions with officers at all levels of the Association; perform special audits as assigned; measure compliance with effective internal control procedures and recommend adjustments; monitor Associations’ compliance with tax and other government regulations; ensure the availability of information about regulations for all members; other auditing and compliance tasks as assigned by Board of Directors.

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ARTICLE XI - ELECTIONS

Section 1. Elections - Officers will be elected by a majority vote of the members present at the Reunion Business Meeting. At least ninety (90) days before the next Reunion Business Meeting, the President will appoint a Nominating Committee of three (3) members to select a slate of candidates for the next election. The President will inform the Secretary of the appointments to the Nominating Committee. When a slate of candidates has been determined, the Nominating Committee will inform the Board of Directors. The Secretary will then inform the Membership of the new slate at least 45 days before the scheduled reunion.

Section 2. Nominations - Other nominations for Officer must be submitted by petition with the signatures of seven (7) Association Members in good standing to the Board of Directors at least thirty (30) days prior to the Reunion. A nominee must be an Association Member in good standing. These officer nominations will be included on the slate presented at the next election.

Section 3. Voting - The election of officers shall be by ballot. A majority of all votes cast shall be necessary to elect; except that where several of equal degree are to be chosen, a majority shall not be necessary, but all shall be voted for on one ballot and no ballot containing names of more or less candidates than there are such offices to be voted for shall be counted, and those receiving the highest number of votes shall be declared elected in the order of the number of votes received.

Section 4. Tellers - The President shall appoint two (2) members to act as Tellers. After all who are entitled to do so have voted, the ballot shall be declared closed and the Tellers shall then proceed to count the votes in full view of the Association. One of the Tellers shall examine each ballot singly and pass the same to his associate, who shall read aloud the name or names written or printed on all legal ballots. The Secretary shall tally the same and the presiding officer thereof shall announce the result.

Section 5. Term of Office - Each officer elected must qualify and fill the office to which he/she is chosen, with or without installation, at the first Reunion Business Meeting succeeding his/her election, unless excused by a vote of the Association, and must present himself/herself for installation at the time specified in the notice issued by or through the Board of Directors, unless excused by such officer. Otherwise such office shall be considered vacant.

Section 6. Vacancies - Vacancies in elective offices shall be filled, after notice to the members, by election at the reunion business meeting next succeeding the reunion business meeting at which the vacancy was created.

Section 7. Balloting - The interim President and Vice President shall privately inspect the ballot box, both before and after the ballot, and the former shall announce the result. Balloting of candidates shall be in charge of the Auditor who shall distribute ballots to all members present. He shall place the ballot box on the salutation table and take his place six feet there from. He shall then request that all officers vote and after they have voted, he shall request the members to vote. They shall advance in single file and deposit their ballots, but no member shall pass the Warden until the member preceding him has voted. After all who desire to do so have voted, the Auditor shall exhibit the ballot box to the President and Vice President and they shall count the votes. If the number of negative ballots cast does not exceed one-half of the members present, the applicant shall be declared elected, otherwise rejected. The exact number of negative ballots shall not be stated. If more than one candidate is to be balloted for at a meeting, the President may announce that the first ballot shall be a general one upon all the candidates, and that if not more than one-half of those present shall cast negative ballots upon such general ballot no other ballots shall be taken. If such announcement is made, and not more than one-half negative ballots are cast upon said general ballot, all candidates so balloted for shall be declared elected. If more than one-half negative ballots are cast upon said general ballot, than an individual ballot shall be taken on each candidate.

Section 8. Terms - Officers may serve no more than two consecutive terms in the same office. A term of office is from one reunion until the following reunion or until election can be held.

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ARTICLE XII – REUNION AND BUSINESS MEETINGS

Section 1. Reunion - A reunion of the Association’s Membership shall be held at a time, place and manner determined by the Board of Directors, not less than once each five years.

Section 2. Reunion Meeting Order - The order of business and procedure at reunion meetings of this Association shall be as follows:

1. Call to Order.
2. Prayer.
3. Roll Call of Officers.
4. Reading of Minutes of Previous Meeting.
5. President’s Report.
6. Treasurer’s Report.
7. Report of Committees.
8. Unfinished Business.
9. New Business (When elections are in order, this is the first item under New Business).
10. Secretary’s Summation.
11. Closing Prayer.

Section 3. Business Meeting - The business meeting of the Association’s Regular Members shall be held at the time of the Association’s reunion and/or at such times as deemed appropriate by the Board of Directors, not less than once each year. The Board of Directors may also call a business meeting using written, telephonic and/or electronic notification at which time fiduciary matters may be addressed and brought to the attention of the entire membership and/or action taken as deemed appropriate. Such matters may be dealt with via written response, telephonic and/or electronic means.

Section 4. Business Meeting Purpose - The purpose of this meeting is to act on such matters as may be presented and to elect board members as deemed necessary.

Section 5. Business Meeting Order - The following shall be the order of business and procedure at special reunion business meetings:

1. Call to Order.
2. Opening Prayer.
3. Secretary’s Report on Membership.
4. Roll Call of Officers.
5. Order of Business.
6. Closing Prayer.

Section 6. Officers Duty - It shall be the duty of all officers to attend each meeting of the Association. In case of inability of any officer to attend a meeting, due notice shall be given to the President and arrangements made to have all necessary books and papers in the possession of such officer at the meeting. If an officer is absent from a meeting, the presiding officer shall designate a member to act for him. If an elected officer, without reasonable excuse approved by the President, is absent from three consecutive regular business meetings, the President may call a special meeting to discuss the proper course of action, which may deem appropriate.

Section 7. Vice President’s Duty - In the absence or inability of the President, the Vice President shall preside and shall execute all of the duties of the President. In the absence of the President and Vice President the duty of presiding shall devolve on the other officers of the Association in the order of hierarchy as follows: Treasurer, Secretary, Auditor…)

Section 8. Other Members Duty - Aside from attending meetings, members are encouraged to volunteer in any committees he/she is interested.

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ARTICLE XIII – COMMITTEES

Section 1. Association Committees - With the approval of the Board of Directors, the President may appoint from time to time committees appropriate for carrying out the business of the Association. Such committees will serve at the discretion of the Board of Directors and for a period not to exceed guidelines established by the Board of Directors.  The Board of Directors must approve all committee activities and/or recommended actions.

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ARTICLE XIV - STANDING COMMITTEES

Section 1. Standing Committees - The Board of Directors will establish key Standing Committees: Nomination; Webmaster; Reunion Coordinator; Regional Chairmen

Section 2. Committee Chairmen - The Board of Directors will appoint the Chairman of each Standing Committee. The Committee Chairman must be a member in good standing and will serve a one (1) year term and may be reappointed on annual basis. There are no restrictions on the number of terms a Chairman may serve.

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ARTICLE XV – DUTIES OF THE STANDING COMMITTEES

Section 1. Nomination Committee - The Nomination Committee will be responsible for soliciting and qualifying members who have expressed a desire to serve on the Board of Directors. The Nomination Committee Chairman will provide a written report annually of the candidates that are willing to serve on the Board (at the membership business meeting) for consideration by the Membership. Nominations will also be accepted from the floor at the annual business meeting.

Section 2. Webmaster - The Webmaster shall maintain the Association’s web site along with maintaining all Association electronic records and electronic membership lists of the JBS Class 1977 Alumni Association web site in accordance with usage policies established by the Board of Directors.

Section 3. Reunion Coordinator - The Reunion Coordinator shall be responsible for the evaluation and selection of hotel facilities; arrange for banquets, reception and ceremonies, guest speakers; set up and stock the hospitality suite; prepare a reunion report; arrange optional tours and activities; shall be responsible for ensuring all accounts associated with the reunion expenses are settled following the hosting of the reunion with the Treasurer.  The Reunion Coordinator, in concert with the approval of the Board of Directors, may establish a committee to assist with the hosting of the scheduled reunion of the JBS Class 1977.

Section 4. Regional Coordinators - The Board of Directors will appoint Regional Representatives annually. Duties include assisting in the Membership enrolment and retention; locating former batch mates; keeping the Board of Directors informed on changes of addresses, illness and deaths of batch mates and other duties as assigned by the Board of Directors.

Section 5. Committee Members Appointment - Except, as herein provided, the President shall appoint all Committees and the first person named on the Committee shall act as Chairman thereof. Standing Committees shall serve for the current fiscal year or until their successors have been appointed. A majority (two plus one) of the Committee shall constitute a quorum for the transaction of business.

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ARTICLE XVI - DUTIES OF REUNION COMMITTEE CHAIR

Section 1. Duties and Responsibilities - All reunion committee chairs shall have the following duties and responsibilities:

1. Chair their Committee.
2. Report annually to the President, prior to the annual Board of Directors meeting, at a time set by the President, on the Activities of their Committee.
3. Select members of the Committee and assign them duties and responsibilities.
4. Sign correspondence relating to their committees and their work.
5. Manage such funds as may be assigned to their committee, reporting status, expenditures and receipts to the Treasurer when requested by the Treasurer.
6. In the absence of assigned funds report expenses to the Treasurer for reimbursement at intervals set by the Treasurer.
7. Perform all duties in their area of responsibility as directed by the President.
8. Respond to budget input requests from the Treasurer.
9. The agendas for all meetings and banquets.
10. Early dissemination of a reunion itinerary and other relevant information to encourage attendance by members of the Association.

Section 2. The following reunion committees shall have the following duties and responsibilities:

1. Program and Events Committee – preparation of programs, venue, reservations and accommodations; arrangement of hotel accommodations, banquets and common meals, entertainment and activities; act on behalf of the Board of Directors in preparing proposals of involvement in activities (including fund-raising) which may be put before the Association.
2. Registration Committee – provide reunion attendees with printed nametags, printed programs and promotional material describing the location of the reunion and its environs.
3. Physical Arrangement Accommodations – responsible for table setting and seat assignments.
4. Finance and Accounting Committee - provide the Reunion Chairman with initial seed money as budgeted to cover miscellaneous reunion expenses such as welcome gifts, vendor deposits and hospitality supplies. The Chairman must return to the Treasurer all expense receipts and vouchers covering all expenditures made for the reunion. The Association will cover any reunion deficit.
5. Transportation and Welcome Committee – responsible for reunion itineraries, provide means of transportation to and from reunion venue/hotel, maps/directions, etc…
6. Promotions and Advertising Committee - responsible for all promotion dealing with the Association, including newsletters in physical or electronic format, media releases, advertising, and notices for fund-raising events; act on behalf of the Association to increase public awareness of the Alumni Association, including the development and maintenance of any website or portion of associated website used by the Association; assist the Reunion Coordinator with publicizing any year or general reunion held by the Association; make recommendations to the Board of Directors with respect to any awards or objects (trophies, license plates, memorabilia, pins, etc.) the Association requires.
7. Search Committee - search for batch mates and act as a contact and resource for them.

ARTICLE XVII - FINANCIAL AUDIT

Section 1. Audit Personnel - The Association’s President, with the approval of the Board of Directors, will appoint two regular members, not serving on the Board of Directors, with financial and/or association management backgrounds to serve as the Association’s auditors.

Section 2. Audit Frequency - A financial audit shall be conducted annually with the audit findings submitted to the Board of Directors and subsequently a formal report made to the Association’s membership.

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ARTICLE XVIII - FINANCIAL, BANKING AND OTHER MATTERS

Section 1. Bank Account Address and Account Number - The bank account of the Association shall be at Allied Bank, Gorordo Avenue, Cebu City, Philippines.  Currently, the account name is under the names of Pro-Tempore Officers, as agreed during the mini-reunion held on April 30, 2005 in Cebu City.  For detailed information please email our association's treasurer.  These names in the account will be amended and changed to the names of the Association's new set of officers. These names will be changed every five(5) years effective after the announcemnet of newly elected set of Officers during the Association's reunion.

Section 2. Bank Account Signatories – All cheques drawn on the Association’s bank account shall bear three (3) signatures and that all funds shall be deposited in the Association’s bank account. The President, Treasurer and Auditor are co-signatories thereon and shall certify disbursements thereof duly recorded on proper vouchers.

Section 3. Transfer of Funds - All funds received by the Association, whether from fees, gifts or otherwise, must be deposited into the Association's chequing account, from which all expenses and disbursements must be paid. No expenses or reimbursements are to be paid from monies collected, which have not first been deposited into, and accounted for within, the Association bank account.

Section 4. Cash Handling Procedures - The Association Treasurer in cooperation with The Board of Directors, officers, and members shall establish internal control procedures to safeguard against the misuse or loss of the Association’s assets, especially in regard to cash receipts and cash disbursements.  Such internal control procedures shall include the following:

1. Funds withdrawn from “petty cash” must be deposited back into the Association bank account on the same day, or the first banking day thereafter.
2. All registration fees collected in cash and cheques must be reconciled to the bank deposit slip.
3. Arrangements should be made to have the cash received deposited into the Association’s bank account on the same day such cash is received, or the first banking day thereafter.
4. When handling a significant amount of cash monies, at least two(2) volunteer members should be present.

Section 5. Receipt Procedures - The Association Treasurer in cooperation with the Board of Directors, officers, and members shall establish internal control procedures to safeguard against the misuse or loss of Regional assets, especially in regard to receipts for monies received. Such internal control procedures shall include the following:

1. A cash receipt book must be used to record all payments received on behalf of the Association in cash.
2. The original cash receipt for each transaction must be given to the payer, and the copy kept in the cash receipt book.
3. All cash receipts must be signed or initialed by the volunteer-member completing the cash receipt form.
4. The cash receipt book must be reconciled to the bank deposit slip.
5. The member-volunteer accepting payment for any funds or monies should note upon the (a) the amount of the payment received; (b) whether such payment was made in cash or by cheque; (c) the cheque number (if paid by cheque); (d) the date such payment was received; (e) the name/s of person/s for whom the payment was received; and (f) the initials of the member-volunteer receiving such payment.

Section 6. Immediate Accounting to Association Treasurer - The Association Treasurer in cooperation with the Board of Directors, officers, and members shall establish internal control procedures to safeguard against the misuse or loss of Regional assets, especially in regard to the immediate accounting for monies received, cheques written upon the Association bank account, invoices received for accounts payable by the Association, and requests for reimbursement to Association member-volunteers for out-of-pocket expenses incurred on behalf of the Association. Such internal control procedures shall include the following:

1. No one should sign an Association cheque in blank or which contains any item to be filled in later.
2. No one should sign an Association cheque without verifying the expense by examining the invoice or request for reimbursement.
3. No requests for reimbursement to the Association member-volunteers shall be honored without a written request signed by such member-volunteer, itemizing the out-of-pocket expenses incurred, and with supporting receipts or other documentation attached.
4. All bills and invoices received for payment by the Association must be forwarded to the Association for payment, if not already paid, within five (5) days of the receipt.
5. The Association Treasurer must be notified of any cheques written on the Association bank account without his or her knowledge within 48 hours of the issuance or delivery of such check for payment of any Association expense.
6. All bank withdrawal transactions shall be noted with the appropriate accounting code denoting the purpose for such transaction.

Section 7. Immediate Deposit Procedures - The Association Treasurer in cooperation with the Board of Directors, officers, and members shall establish internal control procedures to safeguard against the misuse or loss of Regional assets, especially in regard to the immediate deposit of monies received.  Such internal control procedures shall include the following:

1. All fees collected on behalf of the Association for registration, sponsorships, fundraising, donations or for any other purposes shall be deposited immediately after being reconciled with the appropriate cash receipt book, registration form, and/or bank deposit slips.
2. Under no circumstances may any person accept on behalf of the Association any post-dated cheque or agree to hold any cheque for deposit on a later day.

ARTICLE XIX – SUBMISSIONS TO MEMBERS

Section 1. Proposition Submission - The Board of Directors or the President may submit such propositions, as they desire to a vote of the members of the Association.

Section 2. Petition Requirements - The Board of Directors must submit any petition signed by at least twenty (20) members to a vote of the members of the Association. These petitions will normally be presented at the Annual Meeting. Any petition, which may require sooner action, as decided by the Executive Committee, will be submitted to the members by snail mail or email.

Section 3. Majority - Except as provided otherwise in the Bylaws, a plurality vote of those responding shall determine any proposition.

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ARTICLE XX - INDEMNIFICATION

Section 1. Indemnification - The Association may, by resolution of the Board of Directors, provide for indemnification by the Association of any and all of its directors or officers or former directors or officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of having been directors or a director of office of the Association, except in relation to matters as to which such director or officer or former director or officer shall be adjudged in such action, suit, or proceeding to be liable for negligence, or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability.

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ARTICLE XXI. AMENDMENTS OF BYLAWS

Section 1. Amendments - These Association Bylaws may be amended at any subsequent business meeting by at least two-thirds of the Regular Members in attendance.

Section 2. Process - All proposed amendments and reasons should be submitted to the Board of Directors at least 30 days prior to a business meeting. Proposed Amendments or Changes to the Bylaws may also be submitted for consideration and action by the Membership at the Business Meeting. The proposed Amendments will be read during the membership business meeting. Two-thirds of the attending Membership is required to pass the proposed Amendments or Bylaws changes.

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ARTICLE XXI. AMENDMENTS OF BYLAWS

Section 1. Amendments - These Association Bylaws may be amended at any subsequent business meeting by at least two-thirds of the Regular Members in attendance.

Section 2. Process - All proposed amendments and reasons should be submitted to the Board of Directors at least 30 days prior to a business meeting. Proposed Amendments or Changes to the Bylaws may also be submitted for consideration and action by the Membership at the Business Meeting. The proposed Amendments will be read during the membership business meeting. Two-thirds of the attending Membership is required to pass the proposed Amendments or Bylaws changes.

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These Bylaws adopted by vote of the Association,