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AMENDED BY- LAWS
OF THE
U.P. VANGUARD, INC.

DECLARATION OF PRINCIPLES

We, the graduates of the U.P. Reserve Officers’ Training Corps (U.P. ROTC)/Citizen Military Training (CMT) Basic Course and/or Advance Course, imploring the aid of Divine Providence, believing that our principles and ideals, and the spirit of liberty and freedom, which were inculcated in us by our Alma Mater, the University of the Philippines, for which we have risked our lives in war must be nurtured in peace; and for which we are committed and prepared for all times under all circumstances to rise equal to the challenges brought upon us from all sectors of society; in order to concentrate and perpetuate the ties of brotherhood aid comradeship which bind us together into a strong, militant, and compact organization in the face of danger, hardship and combat; to align and direct towards the government’s programs of National Development and National Security all our projects and activities; to develop our career, health and leadership potentials to the fullest, including engaging in, spearheading and/or promoting programs or activities such as livelihood and financial literacy, corporate social responsibility and disaster risk reduction and management preparedness and competence; to preserve and perpetuate the traditions and incidents of our historical associations; to protect and promote our common welfare and that of our families; to promote mutual respect among ourselves, regardless of class, background, gender or creed; to continue our struggle to uphold and be vigilant at maintaining justice; to safeguard our liberty and to preserve our democratic institutions and way of life; to forever live guided by the shibboleths of DUTY, HONOR, COUNTRY; and to uphold the glorious name of the Philippines for which we have fought and served; do ordain and promulgate these By-Laws.

ARTICLE I

DEFINITIONS OF TERMS

Section 1. The Following terms, when used in these By-Laws, shall be referred to mean as defined hereunder:

(a) Board of Governors - all members referred to in Article V after the election and taking the oath of office. The Board of Governors may also be referred to as the Board.

(b) Corporation - shall mean the U.P. Vanguard, Inc.

(c) Incapacity - any cause or circumstance which disqualifies a member from exercising said member’s rights as provided for in these By-Laws. Incapacity shall be caused by resignation, expulsion, or disability as an officer or member of the Corporation.

(d) General Meeting - any regular or special meeting of all the members of the corporation for the transaction of any business within its powers.

(e) Active Member - any member who is affiliated with a chapter, who regularly attends its meetings, and/or who positively supports and cooperates in the activities, programs and projects of the chapter.

(f) Inactive Member - any member who does not meet the requirements, as stated in Section 1(e) of this Article.

(g) Member in Good Standing - a member in good standing shall be a member who has no monetary obligation with the Corporation for the current year, and who is not serving a penalty imposed by the Adjudicatory Council.

(h) Member not in Good Standing - a member who fails to meet the requirements as stated in the preceding Section 1(g) of this Article.

(i) Honorary Member - any person duly conferred honorary membership by the Board of Governors for having attained national prominence by virtue of said person’s leadership and excellence in the chosen field of endeavor, in recognition of the latter’s outstanding humanitarian undertaking, or by virtue of said person’s occupation as Commandant/Vice-Commandant in any U.P. ROTC Unit, in accordance with Section 3, Article III of these By-Laws.

(j) Regular Member - any person who has the qualifications and has fulfilled the requirements set forth in Sections 2(a), 2(b) and/or 2(c), Article Ill of these By-Laws, upon evaluation of such person’s application by the Membership Committee and its acceptance by the Board.

(k)  Term - the period during which a duly elected or appointed officer is entitled to hold office as of right, performing such functions and enjoying privileges attendants thereto.

(l) Vacancy - a state or condition in which an office or position is unfilled or unoccupied.

(m)      Associate Member - any person duly conferred associate membership in accordance with Section 4(a) and/or 4(b), Article III of these By-Laws.

(n) Active Chapter - Any Chapter of the Corporation a majority of the members of which are in good standing and has complied with the following: (i) reportorial requirements; (ii) Regular and Monthly General Meetings; and (iii) Board Meetings for the current year, in accordance with Section 7, Article VIII of these By-Laws.

(o) Inactive Chapter - Any Chapter of the Corporation that has not met all the requirements of an active Chapter, as defined above.

(p) U.P. It shall mean the University of the Philippines.

ARTICLE II

OFFICES

The principal office of the Corporation shall be established at Room 209 Vanguard Building, U.P. Department of Military Science and Tactics Complex, University of the Philippines Campus, Diliman, Quezon City, Metro Manila. The Board of Governors may establish and/or maintain office of the Corporation in other parts of the Philippines, or in any foreign country when the interests of the Corporation so requires.

ARTICLE Ill

MEMBERSHIP

Section 1. Types of Membership. The Corporation shall have three (3) types of membership which will be composed of the following:

  1. Regular members
  2. Honorary members
  3. Associate members

Section 1. Types of Membership. The Corporation shall have three (3) types of membership which will be composed of the following:

  1. A graduate of the U.P. ROTC/CMT Advance Course; provided that said graduate was a member of the U.P. ROTC/CMT Corps of Officers for the duration of the Advance Course; and provided further, that such person is either a graduate or enrolled in an academic course of U.P. at the time of graduation from the U.P. ROTC/CMT Advance Course.
  2. A bona-fide graduate of the U.P. ROTC/CMT basic course provided, that the following requirements are complied with;
  1. The application for membership is sponsored by a duly accredited and active Chapter of the Corporation of which said person will become a member, and a majority of the members of said Chapter in good standing, none of whom are members of the Membership Committee, and subject to the fulfillment of such other requirements as the Board of Governors may prescribe; and
  2. The applicant is a graduate of an academic degree program from U.P.; and
  3. The applicant is either a commissioned officer in the Armed Forces of the Philippines (AFP) and has attained the rank of Major in the Philippine Army or Philippine Air Force, or Lieutenant Commander in the Philippine Navy, OR, if not a commissioned officer in the AFP, must have attained an equivalent position, level of responsibility, or prominence in the chosen profession, business or endeavor in the private sector by virtue of such person’s leadership skills and professional competence and excellence in the respective field, OR, if in the public sector, must have attained a government position equivalent to Salary Grade 24 or higher; and
  4. The applicant has mingled socially with the members of the Corporation and has evinced a sincere desire to learn and embrace the customs, traditions and ideals of the U.P. Vanguards; and
  5. The applicant has fulfilled such other requirements as the Board of Governors or the Membership Committee may prescribe without prejudice to the aforementioned requirements.
  1. An Associate member, in accordance with Section 4 of these By-Laws, three (3) years after the initial conferment of associate membership, provided that such person is a member in good standing, has learned and embraced the Corporation’s customs, traditions and ideals, has mingled socially with its members, and has submitted an application for regular membership endorsed by an accredited and active Chapter of which said person is a member, and subject to the fulfillment of such other requirements as the Board of Governors may prescribe.

Section 3. Conferment of Honorary Membership. The Board by the unanimous vote of its members constituting a quorum, may confer honorary membership upon any person, not otherwise qualified for regular or associate membership, who has attained national prominence by virtue of said person’s leadership and excellence in the chosen field of endeavor or in recognition of said person’s outstanding humanitarian undertaking; or upon any commissioned officers in the AFP who serve/d as either Commandant or Assistant Commandant in any U.P. ROTC Units; provided that no application for honorary membership shall be considered by the Board unless the same is unanimously endorsed by all accredited and active chapters of the Corporation.

Section 4. Conferment of Associate Membership. Associate membership may be conferred by the Board of Governors on the following:

  1. a bona-fide graduate of the U.P. ROTC/CMT basic course ten (10) years after the date of graduation from any academic degree program in U.P.; OR
  1. a graduate of Cadet Officer Candidate Course (COCC) of the U.P. ROTC who has also completed the U.P. ROTC/CMT basic course but not the U.P. ROTC/CMT Advance Course, five (5) years after the date wherein said applicant should have originally graduated from the U.P. ROTC/CMT Advance Course.

upon an application that is sponsored by a duly accredited and active Chapter of the Corporation of which said applicant will become a member, and a majority of the members of said chapter in good standing, none of whom are members of the Membership Committee, provided that the application shall be unanimously endorsed by all accredited and active Chapters of the Corporation, and subject to the fulfillment of such other requirements as the Board of Governors may prescribe.

Three (3) years thereafter, regular membership may be conferred by the Board of Governors upon an associate member, in accordance with Section 2(c), Article III of these By-Laws.

Section 5. Membership in Chapters - Upon acceptance or conferment of membership, a member must officially affiliate himself with an accredited chapter of the Corporation. Chapters shall accept only regular, associate, or honorary members that are duly certified as such by the Adjutant General. Chapters shall not carry as members in their rolls, whether formally or informally, any person or entity not certified as such. A person or entity can only be a member of one Chapter, and any application and acceptance in a latter chapter automatically forfeits membership in a former one.

Section 6. Application for Regular Membership. Candidates for regular membership, based on Sections 2(b) or 2(c), Article III above shall file an application in writing in triplicate at the office of the U.P. Vanguard, Inc. setting forth the following:

  1. the applicant’s name and surname
  2. two recent 2 x 2 ID photographs;
  3. his present and permanent residence (City and Province);
  4. place and date of birth
  5. civil status;
  6. educational attainment;
  7. position held in the Corps of Cadets;
  8. certification that the applicant has fulfilled all the requirements in Section 2 of this Article;
  9. other data as may be presented by the Membership Committee;
  10. certification of the applicant as to the truth of the information supplied in the application.

Section 7. Evaluation of the Applications. On the basis of the data in the application and such other information in the applicant’s personal file, the Membership Committee shall evaluate the eligibility of the applicant for regular membership, whereupon they shall recommend the acceptance or rejection of such application to the Board.

Section 8. Chapter Affiliation. Upon acceptance or conferment of membership, a member must officially affiliate himself with an accredited chapter of the Corporation.

Section 9. Integration into a U.P. ROTC/CMT Class.

  1. An applicant for regular membership under Section 2(a) of this Article shall, after the acceptance of the application by the Board, be integrated in the advance ROTC/CMT Class from which said applicant graduated.
  2. An applicant for regular membership under Section 2(b) of the same Article, shall, after the acceptance of the application by the Board, be integrated in the ROTC/CMT Class of the year when said applicant obtains an academic degree at the U.P., unless otherwise provided by the Board.
  3. An applicant for regular membership under Section 2(c) of this Article shall follow the rule under Section 9(d) of the same Article. Said applicant may, upon written application to the Board before the grant of regular membership, be subsequently integrated in the applicant’s original Class, provided that the same is approved by the Board. Thereafter, the option is no longer available.
  4. A person conferred honorary or associate membership under Sections 3 or 4, as the case may be, of the same Article shall be integrated in the ROTC/CMT Class at the time of such conferment, unless otherwise provided by the Board.

Section 10. Rights and Obligations of Members.

  1. All regular members in good standing shall have the right to be elected to the Board, or the Board of Governors of the Chapters, and to be elected or appointed as an officer of the Corporation or its chapters, or as members of the Adjudicatory Council in accordance with these By-Laws;
  2. All regular members in good standing shall have the right and the duty to vote;
  3. All members in good standing shall have the rights to avail of the Corporation’s facilities;
  4. All members shall have the rights to consult and seek advice from the Board of Governors through their Chapter Commanders on important matters concerning the Corporation. Provided that remedies had been resorted to in their Chapter and that the same failed to remedy the problem;
  5. It shall be the duty of every member to abide by these By-Laws and the amendments thereto;
  6. It shall be the duty of every member to enhance the welfare of fellow Vanguards and to be ever willing to render assistance whenever needed for the betterment of the organization;
  7. It shall be the duty of every member to participate in all the activities of the organization;
  8. It shall be the duty of every member to pay annual dues and fees.
  9. (i) All members shall have a right, as well as the correlative duty to respect all fellow members regardless of class, background, gender or creed.

Section 11. Expulsion. Any member may be expelled by a vote of two-thirds of all the members of the Board of Governors and ratified at a general membership meeting after charges proffered in writing under oath, and after fair hearing upon the same before the Board for any of the following reasons:

  1. conviction by final judgment for any crime under the penal laws of the Philippines, punishable by imprisonment of not less than six (6) months or a fine of not less than six thousand pesos (Php6,000.00);
  2. any act involving moral turpitude, as defined by law; or,
  3. when the member makes use of or takes advantage of the goodwill of this organization or fellow members for said member’s own personal material gain or that of the latter’s family.

Section 12. Reinstatement of Membership, Any member who has been expelled under the provisions of the preceding section may be reinstated to membership by the vote of two­-thirds of all the members of the Board of Governors and ratified at a general membership meeting, provided that such member shall settle all dues in arrears outstanding at the time of expulsion, and all other dues which may be payable at the interval between said member’s expulsion and reinstatement; and provided finally that any member who has been expelled by final conviction for a crime shall be reinstated only after the latter has served sentence or after such member has been granted unconditional pardon by the National Commander.

ARTICLE IV

MEMBERSHIP MEETINGS

Section 1. Annual General Meeting. The members of the Corporation shall meet regularly every year during the Month of May, for the election of the Governors and Officers and for the transaction of such general business as may properly be brought before the meeting.
Section 2. Special Meeting. Special general meetings of the members may be called by the National Commander at the latter’s discretion or upon petition of the majority of the members of the Board or the Corporation.
Section 3. Notice of General Meeting. Notice of annual general meetings of the members shall be given in any of the following ways, namely:

  1. By personal delivery to each member, no less than three (3) days prior to the date of the meeting, a written notice of the date, hour, place and agenda of the meeting;
  2. By mailing to each member’s last known address as appearing in the records of the Corporation, not less than seven (7) days prior to the meeting, stating date, hour, place and agenda of the meeting; OR
  3. By electronic mail, short messaging service, electronic messaging or similar technologies, to the electronic mail address, cellular phone, computer, or technological device appearing in the records of the Corporation and furnished by the member, not less than seven (7) days prior to the meeting, stating date, hour, place and agenda of the meeting.

    Notice of special meetings shall be given in the same form and manner as those for general meetings.

Section 4. Chapter Meetings. Each chapter shall meet regularly at least once a month. It may also meet upon call of the Chapter Commander, or a majority of its Board of Directors, or a majority of its members, to discuss matters referred to it by the Board of Governors, internal affairs, or any other matter that needs consideration by the chapter members at such time and place previously fixed in accordance with Section 7(b), Article VIII of these By-Laws. Such meetings may also serve to enhance fellowship among chapter members or with other chapters.

Section 5. Notice of Chapter Meetings. Notice of Chapter Meetings shall made in the same manner as general meetings, or in any other manner as may be designated by the Chapter’s Board of Directors.

Section 6. Oral Notice of Adjourned Meetings. No notice other than by verbal announcement need be given for any adjourned general or chapter meeting.

Section 7. Waiver of Notice of Meetings. Members may in writing waive notice of any regular or special meeting, whether general or chapter meeting, and thereafter will be considered for all purposes as having been notified in accordance with these By-Laws.

Section 8. Validity of proceedings. Proceedings of any general or chapter meeting shall be considered valid provided that there is a quorum as defined in Section 11 of this Article.
However, proceedings of any general or chapter meeting lacking the required quorum are only voidable and may be ratified in a subsequent general or chapter meeting, as the case may be, where there is a quorum.

Section 9. Voting. Each member entitled to vote shall in every meeting of the members, vote in person and except in cases in which it is by law, chapter or these By-Laws is otherwise provided, a majority of the valid votes by the members, present and entitled to vote shall be sufficient for the adoption of any resolution or action.

The Board, upon its discretion may prescribe and implement Rules pertaining to the right of members to vote through remote communication or in absentia. Voting by proxy shall not be allowed.

Section 10. Voting Qualifications. Only regular Members who have paid their membership fees for the current year as provided for in these By-Laws are qualified and entitled to vote, at the general or chapter meeting, provided that any member may, prior to such meeting, pay the dues and fees in arrears without penalty, and thereafter be entitled to vote in said meeting.

Section 11. Quorum. At all meetings of members, a number equivalent to at least majority of the members in good standing as of the previous general membership meeting shall constitute a quorum for the transaction of business, and every decision of the majority of the quorum duly assembled shall be valid as a corporate act unless otherwise provided or prohibited by law.

Section 12. Conduct of Meeting. At all general meetings, the National Commander shall act as Chairman. In the latter’s absence, the Vice-Commander shall act as Chairman.

If all the said Officers are absent, a temporary Chairman shalt be chosen by a majority of the members present.

Section 13. List of Members. A complete list of all members entitled to vote at any general or chapter meeting shall be prepared by the Adjutant General and read immediately upon the opening of the meeting

Section 14. Order of Business. At all general meetings the order of business shall be as far as practicable be as follows;

  1. Reading of the list of members entitled to vote;
  2. Roll Call;
  3. Reading of any approved minutes of the previous members’ meeting, whether regular or special;
  4. Report of the Chairman of the Board or the Chapter Commander as the case may be, or of any committee;
  5. New business;
  6. Adjournment

ARTICLE V

BOARD OF GOVERNORS

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

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

Section 3. Term of Office. The duly elected members of the Board of Governors shall hold office for a term of two (2) years. The Corporation shall continue the practice of holding elections annually to alternately elect eight (8) or seven (7) of the fifteen (15) Governors whose terms have expired, who shall serve for a term, of two (2) years. The term of office of the newly elected Board shall commence on the first day of the month immediately after the annual meeting.

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

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

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

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

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

The Board shall also have the power to approve/disapprove the plans, projects, programs and/or activities of the various Committees and Chapters of the Corporation. Further, the Board has the authority to supervise and direct the implementation of said plans, projects, programs and/or activities, as well as order the suspension or termination of the same when it is determined by the Board that such plans, projects, programs and/or activities are contrary to or not within the best interests of the Corporation.

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

The Board shall hold meetings regularly at such times and place as may be determined by it, Special meetings may be called by the Chairman upon notice to all its members either personally or in writing, which must be given at least two (2) days prior to the said scheduled meetings Chapter Commanders or their duly appointed representatives shall be required to attend the meetings of the Board.

The Board, upon its discretion may prescribe and implement Rules allowing Members of the Board to participate and vote at the meetings through remote communication such as videoconferencing, teleconferencing, or other alternative modes of communication.

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

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

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

ARTICLE VI

OFFICERS

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

  1. The Chairman of the Board
  2. The National Commander and Vice Chairman of the Board;
  3. The Vice National Commander;
  4. The Adjutant General;
  5. The National Treasurer;
  6. The National Auditor;
  7. The Judge Advocate General;
  8. The Provost Marshall;
  9. Public Relations and Information Officer;
  10. Business Manager;
  11. Anti-Sexual Harassment Committee Head;
  12. Disaster Risk and Reduction Management Committee Head; and
  13. Job and Livelihood Committee Head.

    The above mentioned officers shall all serve at the pleasure of the Board of Governors for a maximum of one (1) year without prejudice to their re-election to the same post. No two (2) or more of the above offices may be vested on the same person.

Section 2. Other Officers. The National Commander, with the concurrence of a majority of the members of the Board may appoint such other officers as the former deems necessary in carrying out the objectives of the Corporation.
Section 3. Compensation. All services rendered for the Corporation shall be gratuitous, except those rendered by employees hired by the Corporation.
Section 4. Chairman of the Board. The Chairman of the Board shall preside at all regular and special meetings of the Board of Governors. It shall be the Chairman’s primary duty and responsibility to disseminate the strategic and long term policies and programs of the Corporation as set and determined by the Board of Governors.
Section 4-A. National Commander and Vice Chairman of the Board. The National Commander shall likewise be the Vice Chairman of the Board. The National Commander shall have the following powers and duties.

  1. Preside at all meetings of the Board of Governors in the absence of the Chairman of the Board.
  2. Act as the Chairman of the Executive Committee.
  3. Administer the day-to-day business of the Corporation and be primarily responsible for the full implementation of all programs and projects approved by the Board. It shall likewise be the National Commander’s duty to draw-up, design and recommend for approval such new programs and projects as would best serve the interest of the members. It is the sworn duty of the National Commander to faithfully implement or declare policies of the Board of Governors.
  4. Sign, as authorized by the Board, all deeds, agreements, and other instruments in which the Corporation may be a party to or in which it may otherwise be interested.
  5. Appoint all Chairmen of the various committee, except those for committees whose Chairmen are designated by these By-Laws.
  6. Supervise said Committee.
  7. Sign, endorse, and deliver jointly with the National Treasurer all checks, bills of exchange, promissory notes and other order instruments involving the transfer of payment of money in the name and on behalf of the Corporation.

Section 5. The Vice National Commander. The Vice National Commander shall perform all the duties of the National Commander upon the latter’s death, absence or incapacity to be determined by the Board.
Section 6. The Adjutant General. The Adjutant General shall have the following powers and duties:

  1. take the minutes of the meetings of the Board, and of the Corporation;
  2. keep the book of minutes, documents of the Corporation, and the Corporate seal;
  3. Give all notices required by law or these By-Laws for all meetings of the Board and of the members in general;
  4. Keep a complete and current list of all members of the Corporation.

Section 7. The National Treasurer. The National Treasurer shall have the following powers and duties:

  1. Have a custody of and be responsible for all funds of the Corporation and keep a complete and accurate record of receipts, disbursements, and other transaction in the corresponding books of accounts, seeing to it that all disbursements and expenditures are evidenced by appropriate vouchers;
  2. Deposit in the name and to the credit of the Corporation all the money, funds, securities, bonds and similar valuable effects, belonging to the Corporation which may come under the National Treasurer’s control, in such bank or banks, as may be designated by the Board.
  3. Sign checks and other instruments for payments, as authorized by the Board, jointly with the National Commander;
  4. Give receipts for and receive all moneys paid to the Corporation from any source;
  5. Render an annual statement of accounts, showing the financial condition of the Corporation, during the annual general meeting of the members and such other financial reports as the Board or the National Commander may require.

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

Section 8. The National Auditor. The National Auditor shall pre-audit all accounts of funds or distribution of properties by the National Treasurer; to audit; examine, and certify financial reports submitted by the National Treasurer to the Board.

Section 9. The Judge Advocate General. The Judge Advocate General must be a member of the Philippine Bar. The Judge Advocate General shall be the legal adviser of the Corporation and its members and shall prosecute and defend suit, claims, and actions for and in behalf of the Corporation.

Section 10. The Provost Marshall. The Provost Marshall shall preserve order at all meetings of the Board and at all general meetings.

Section 11: The Public Relations and Information Officer, The Public Relations and Information Officer shall be responsible for the promotion of public support for the Corporation and for the dissemination of information among its members. Said officer shall endeavor to publish a newsletter for the Corporation and shall be responsible for the publication of an Annual Report to contain among others the National Commander’s Report on the State of the Corporation and the Report on the Financial Condition of the Corporation.

Section 12. The Business Manager, The Business Manager shall be responsible for the generation of funds for the operational and capital expenditures of the Corporation. Said officer shall be primarily responsible for formulating and implementing the investment and fund-raising activities of the Corporation, including the procurement of sponsorships, advertisements and solicitations, and shall coordinate with the Board, as well as the National Treasurer and National Auditor in this regard.

Section 13: The Anti-Sexual Harassment Committee Head. The Anti-Sexual Harassment Committee Head shall be responsible for the formulation and implementation of the Corporation’s anti-sexual harassment policies, rules and regulations and shall preside and govern over the Anti-Sexual Harassment Committee. The Anti-Sexual Harassment Committee Head shall likewise participate in the investigations of the Adjudicatory Council in cases involving sexual harassment, sexual assault, and/or other acts similar in nature, pursuant to Section 2, Article IX of these By-Laws.

Section 14. Disaster Risk and Reduction Management Committee Head. The Disaster Risk and Reduction Management Committee Head shall spearhead the Corporation’s efforts in ensuring the safety and welfare of its members at all times, especially in times of emergencies and disasters and shall preside and govern over the Disaster Risk and Reduction Management Committee.

Section 15. Job and Livelihood Committee Head. The Job and Livelihood Committee Head shall take charge of the Job and Livelihood Committee whose main task is to assist the Corporation’s members in looking for and ultimately securing employment opportunities, whether in the private or public sector.
 
Section 16. Removal from Office. Any appointive officer of the Corporation may be removed from office by the National Commander, with the concurrence of a majority of all the members of the Board, on the following grounds;

  1. lack of interest in the affairs of the Corporation;
  2. gross inefficiency;
  3. disloyalty; or
  4. any other cause which the Board may deem inimical to the best interest of the Corporation and its members.

Section 17. Vacancies.

  1. An elected national office vacated due to death, absence or incapacity shall be filled by a person elected by a vote of a majority of all the members of the Board at a special meeting called for the purpose, and any other person so elected shall hold office only for the unexpired portion of the term.
  2. Any appointive national office vacated due to death, absence or incapacity shall be filled by appointment by the National Commander with the concurrence of the majority of all the members of the Board. The person so appointed shall hold office only for the unexpired portion of the term.

Section 18. Hold Over. Not withstanding the foregoing provision, all officers of the Corporation shall continue to discharge the duties until their successors shall have been elected or appointed, as the case may be, and have qualified for office; provided that in the case of the Board no hold-over shall be valid unless Article X, Section 1 (j) hereof is complied with.

ARTICLE VII

STANDING COMMITTEE

Section 1. The National Commander shall, upon assuming office, constitute the following standing committees;

  1. The Executive Committee
  2. The Membership Committee
  3. The Committee on Audit
  4. The Finance Committe
  5. Business Development and Investment Committee
  6. The Committee on Elections
  7. The Cadet Affairs Committee
  8. The Public Relations and Information Committee
  9. The Anti-Sexual Harassment Committee
  10. The Disaster Risk and Reduction Management Committee
  11. Job and Livelihood Committee

All accredited Chapters shall as far as practicable be represented in each standing committee which shall be composed of a chairman and at least 2 members. Unless otherwise provided herein, the National Commander shall nominate the Chairman and the members of each committee, subject to the confirmation by a majority of the members of the Board.

Section 2. The Executive Committee. The Committee shall be composed of the National Commander as its Chairman, the Vice National Commander, the National Treasurer, the Adjutant General and another Governor to be elected by the Board, as members. The Executive committee shall be the management arm of the Board of Governors and shall be tasked with the following powers and functions:

  1. To review policies and prepare policy recommendations;
  2. To continuously monitor and coordinate the programs and activities of the Corporation including its chapters;
  3. To review and evaluate all project proposals submitted by the different chapters for approval by the Board;
  4. To prepare a standard evaluation system with measurable units of performance and to conduct periodic Corporation-wide and chapter-wide performance ratings.
  5. To approve requests for financial and other assistance from the Corps of Cadets and the Corps of Sponsors;
  6. To approve scholarship grants under the U.P. Vanguard Scholarship Program as prescribed by the Rules governing the same.
  7. To prepare and submit to the Board a detailed operating budget complete with identified sources of revenues and projected disbursements. Such budget shall be the product of consultation with all the chapters and associated organizations of the Corporation and must reflect budgetary allocations for specific programs and projects directly involving the Corporation or being supported by it.
  8. Perform such other tasks the Board of Governors may choose to delegate to the Ex-Com from time to time.

    The Executive Committee, at its discretion, may invite the Chapter Commanders to attend its meetings whenever their attendance is necessary.

Section 3. Membership Committee. The Committee shall be composed of the Adjutant General, as Chairman, and four (4) members. All chapter adjutants shall be ex-officio members of the Committee. It shall have charge of all matters pertaining to the membership of the Corporation. It shall be responsible for implementing the provisions of Article III on membership including recruitment, evaluation and admission of candidates of membership and the discipline, expulsion and reinstatement of members. It shall be responsible for the guidance of all members concerning their status and continued membership in the corporation. It shall see to the timely and proper conduct of the recognition and induction of incoming members. It shall be responsible for the career, social and other membership development activities, the enhancement of the leadership potential and fellowship of the members.

Section 4. Committee on Audit. It shall be responsible for examining, auditing and settling, in accordance with law and regulations, accounts pertaining to the Corporation or those held in trust by the Chapters. It shall keep copies of the general accounts of the Corporation and shall see to it that accounts of the chapters are equally in order by conducting quarterly spot-checks. It shall collect and collate annual financial reports from the chapters, from which will be based the annual financial report of the Treasurer of the Corporation, to be published and distributed to interested members. The Committee shall be composed of the Auditor, as Chairman, and all chapter auditors.

Section 5. Committee on Elections. This Committee shall be composed of a Chairman and four (4) members all of whom shall be nominated by the National Commander and shall be confirmed by a majority of all the members of the Board. It shall administer and enforce all laws and rules and regulations relative to the conduct of elections in the Corporation. It shall supervise and conduct all elections in the Corporation and shall coordinate all elections in the chapters. It shall be the sole judge of all contests relating to the election, returns and qualifications of members of the Board of Governors and officers of the chapters. Its decision on such matters shall be final. The Comelec may adopt such other rules and regulations, consistent with these By-Laws with the approval of the Board, and deputize such personnel as the circumstances may require to ensure free, orderly and honest conduct of elections.

Section 6. Finance Committee. The Committee shall be headed by the National Treasurer and shall be charged with the monitoring and safekeeping of the funds and accounts of the Corporation, including the monitoring of disbursements and other monetary transactions. The Committee shall assist the National Auditor in preparing the annual statement of accounts and other financial reports of the Corporation. It shall also attend to whatever financial assistance may be extended to the chapters and shall have coordinating and advisory functions in all chapter fund-raising projects.

Section 7. Business Development and Investment Committee. The Committee shall be headed by the Business Manager and shall be charged with the enhancement of the financial viability of the Corporation and for the preparation of programs and projects for fund-raising thereof, including the procurement of sponsorships, advertisements and solicitations. It shall coordinate with the respective Chapters of the Corporation with respect to their individual fund-raising activities as well and shall act as an advisory body.

Section 8. Cadet Affairs Committee. The Committee shall formulate plans and projects to intensify orientation programs towards military professionalism in the U.P. ROTC/CMT Corps of Officers. It shall solicit the help of the members, and in close coordination with the Commandant of Cadets, offer such help to .improve leadership, motivation, and human resource development in the ROTC/CMT Program. It shall implement all projects of the Corporation as will ensure the scholastic excellence of the Cadet Officers. It shall enhance cadet-alumni relations. The Committee shall be responsible for the administration of the U.P. Vanguard Scholarship Program, review its rules for entitlement, process applications and recommend the grants for the approval of the Executive Committee and otherwise oversee the attainment of the objectives of the Scholarship Program.

Section 9. Public Relations and Information Committee. The committee shall be headed by the Public Relations and Information Officer. It shall be charged with the promotion of public support for the Corporation by establishing proper relations with the mass media and such other institutions as will ensure the fulfillment of the objective of the Corporation. It shall cause the regular publication of the Corporation’s newsletter and ensure that the policies, programs, projects, rules and regulations of the Corporation are properly and intensively disseminated to the members. It shall also be responsible for the publication and distribution of the Annual Report.

Section 10, Chapter Development and Coordination Committee. This Committee whose Chairman shall be appointed by the National Commander from among the members, shall be responsible for the standardization of chapter organization and staffing. It shall facilitate inter-chapter coordination and communication. It shall enforce the provisions of Article VIII and such other related guidelines which the Board may adopt, and report all violations thereof to the Board for appropriate action.

Section 11. Anti-Sexual Harassment Committee. This Committee shall be responsible for the formulation and implementation of the Corporation’s anti-sexual harassment policies, rules and regulations.

Section 12. Disaster Risk and Reduction Management Committee. This Committee shall ensure the safety and welfare of its members at all times, especially in times of emergencies. It shall also come up with policies, plans, and projects in response to said disasters.

Section 13. Career and Livelihood Committee. The Committee shall be headed by the Vice National Commander and shall be charged with assisting the Corporation’s members in looking for and securing employment opportunities, whether in the private or public sector.

Section 14. Ad Hoc Committee. The Chairman of the Board, with the approval of the Board, may create an Ad Hoc Committee, which shall consist of such members as may be designated by him/her. The committee shall perform such functions as may be assigned to it by the Chairman of the Board or by the Board. It shall cease to exist upon completion of its assigned tasks.

ARTICLE VIII

CHAPTERS

Section 1. Formation of Chapters. The Corporation shall encourage the formation of, as far as practicable, one chapter in each city or municipality through which its programs of activities and projects may be implemented, thereby contributing to the strengthening of the Corporation. A Chapter may be formed by at least fifteen (15) regular members in good standing.

Section 2. Application. An application for Chapter recognition shall be made in writing together with the following documents:

  1. By-Laws of the proposed Chapter not inconsistent with this Constitution and By-­Laws;
  2. A list of the members of the Board of Directors and Officers and Committee Chairmen;
  3. A list of members including their personal data;
  4. Evidence of payment of membership dues to the Corporation; and
  5. A copy of the plans and programs of the proposed Chapter for the next two (2) years.

Section 3. Evaluation of Application. An application for Chapter recognition shall be acted upon by the Board upon favorable endorsement by the Executive Committee. Upon receipt of the recommendation, the Adjutant General shall duly calendar the same for the next Board meeting. If eight (8) or more members of the Board cast their votes in favor of the acceptance of said application, such application shall be recorded as Accepted. Thereafter, the Board shall issue a Chapter Certificate to the recognized Chapter.

Section 4. Board of Directors. The property and, business of the Chapter shall be managed by a Board of Directors consisting of Chapter Officers and Committee Chairmen, with the Chapter Commander as its Chairman.

Section 5. Chapter Officers. Each Chapter shall have at least the following officers, who shall serve for a term of one (1) year and/or until said officer’s successor has been duly elected and qualified, and who is a member of such Chapter:

  1. Chapter Commander
  2. Vice-Chapter Commander
  3. Chapter Secretary (Adjutant)
  4. Chapter Treasurer
  5. Chapter Auditor
  6. Chapter Provost Marshall
  7. Public Relations and Information Officer
  8. Chapter Judge Advocate General

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