ARTICLE I
PRINCIPAL OFFICE
The principal office of the foundation shall be located in Cebu City,
Philippines. It may, with prior approval of the Board of Trustees, establish and
maintain branch offices elsewhere or agencies outside of the Philippines.
ARTICLE II
MEMBERSHIP
Section 1.
Classes of Membership. Membership in the foundation shall
be divided into Three (3) classes, namely:
(1)
(2)
(3)
Sectoral
Regular
Associate
Section 2.
Sectoral Members. Sectoral Members are either industry or
trade associations, or associations of companies operating in Special Economic
Zones approved or established by the Government, which associations are
organized for the purpose of promoting the interest and welfare of its members.
To qualify as Sectoral Member, the association seeking membership must
meet the following requirements:
(1)
It must be registered with a competent government agency or
authority as a non-stock, non-profit corporation with the objective of promoting
the welfare and interest of its members;
(2)
It must have at least Five (5) member entities;
(3)
The combined total export of its member-entities must be at
least US$1,000,000 for the year preceding its application for membership.
(4)
It must have been in existence and in full operation for at
one (1) year prior to its application for membership.
(5)
Trustees.
least
A sector is entitled to one (1) seat in the Foundation’s Board of
Section 3.
Regular Members. To qualify as a Regular member, the entity
seeking membership must meet the following requirements:
(1)It must be a sole proprietorship duly registered with the Department of
Trade and Industry, and in the case of partnerships and
corporations,
duly
registered with the Securities and Exchange Commission;
(2)It must be engaged in the export business whether directly or indirectly.
(3)There are no serious objections or opposition against
membership in the Foundation from its industry sector.
its
(4)There are no derogatory information on the said applicant. Philexport
Cebu reserves the right to conduct a background check on applicant company or
association.
A regular member must designate its permanent representative to the Foundation.
Within thirty calendar (30) days from the approval of its admission, each member shall
inform the Foundation in writing as to the name of its permanent representative.
The Representative shall serve as the attorney-in-fact of the member, and by
virtue of such designation, the Representative shall be authorized to act for and in behalf
of the member in all matters relating to the affairs of the Foundation. The designation of
the member’s Representative shall be binding on the member until such time as the
Foundation shall have received written notice of the replacement of the Representative.
Should the Member fail, for any reason, to designate a Representative or appoint a
new Representative, the Chief Executive Officer or the highest ranking officer in the
company, shall be considered as the Representative of the member to the Foundation for
purposes of this section, until the receipt of written notice of the appointment of a new
Representative has been received by the Foundation.
Section 4.
Associate Members. To qualify as Associate Member, the entity
seeking membership must meet the following requirements:
(1)
It is an entity falling under any of the following classifications:
a) An industry/trade association organized by country or
nationality affiliation; or
b) An industry/trade association whose members are engaged in
activities supportive or with links to exports; or
c) Any single proprietorship, partnership or corporation whose
conduct of business is related to exports, but is not a direct or indirect
exporter;
(2)
It must be duly registered with the Department of Trade and
Industry and, in the case of partnerships and corporations, duly registered
with the Securities and Exchange Commission;
(3)
There are no derogatory information on the said applicant.
Philexport reserves the right to conduct a background check on applicant
company or association.
Section 5.
Admission to Membership. A Membership Committee, composed
of three (3) members, shall evaluate all application for membership and recommend the
applications for approval to the Board of Trustees. The Membership Committee shall be
headed by a Chairman to be appointed by the Board of Trustees and the Chairman shall
have the authority to name at least two (2) other members of the committee who must be
members of good standing in the foundation. The Membership Committee shall
recommend to the Board of Trustees all applications which they deem should be accepted
by the foundation.
An applicant for membership shall formally signify its intention by completely
filling up the Membership Application Form, and submitting all pertinent documents and
papers showing that it meets the qualifications listed in the preceding provisions of this
Article.
Admission for membership shall be effective upon the approval of the majority of
the members of the Board of Trustees and upon payment of the respective fees and
membership dues.
Section 6.
Loss of Membership. Membership may be lost or terminated in
any of the following grounds:
(1)
Failure to pay the annual dues or failure to pay two (2)
consecutive assessments, within sixty (60) days from written demand made by
the treasurer or his/her duly authorized representative.
(2)
Voluntary withdrawal by the Member upon written notice
submitted to the Secretary of the Foundation at least seven (7) days prior to the
effectivity of such withdrawal; the withdrawal from membership shall
automatically take effect upon the lapse of the seven (7) day notice period
without need of any action thereon by the Board of Trustees;
(3)
Any reasonable cause, such as, but not limited to, the
commission of acts inimical to the interest of the Foundation, where the
decision to expel the concerned member has been approved by two-thirds (2/3)
of the members of the Board of Trustees during regular or special board
meeting.
Section 7.
Voting Rights. Unless otherwise required by law, only Regular
and Sectoral Members in good standing shall have the right to vote in any general
membership meeting or special meetings of the members of the Foundation. Each
Regular and Sectoral Member shall be entitled to one (1) vote. To be a member in good
standing, Regular and Auxiliary Members must have fully paid their annual dues for the
year and any arrears thereof.
ARTICLE III
MEETINGS
Section 1.
Place of Meetings. The meetings of the Members of the
Foundation shall be held at the principal office of the Foundation or at any location
within Metro Cebu as may be determined by the Board of Trustees.
Section 2.
Membership Meetings. There shall be one Annual Membership
Meeting to be held on the third (3rd) Thursday of the month of November of each year,
unless such date is a non-working holiday in which event, the meeting will be held on the
next succeeding working day. An election of the Trustees of the Foundation shall be
conducted during the Annual Membership Meeting prior to the expiration of the term of
the incumbent Trustees.
Section 3.
Special Meetings. Special meetings of the Members, for any
purpose or purposes, may be called at any time and at any place within Metro Cebu by
the Chairman of the Board of Trustees, by the President of the Foundation, by a majority
of the Board of Trustees or by 20% of all the members of the Foundation.
Section 4.
Notices. Notice of the time and place of the holding of Annual
General Meetings and Special Meetings of the Members shall be delivered by mail in a
post-paid envelope addressed to each member on record at the address appearing in the
books of the Foundation, or by fax or via e-mail, not later than seven (7) days before the
date of such meeting. The notice of the special meetings shall state briefly the agenda of
the meeting and no other business shall be transacted at such meeting unless with the
consent of the majority of the Regular and Sectoral Members present.
Section 5.
Proxies. Each Member may attend Annual General Meetings or
Special Meetings of Members in person, or through its designated proxy. Any such
proxy must be designated by the Member in writing, signed by the Member’s
Representative, and with the original thereof delivered to the Secretary of the Foundation
at least three (3) days prior to the date of the meeting. No other form shall be required for
the appointment of the proxy.
Section 6.
Quorum. Unless the law otherwise requires, a majoritity of the
Regular and Sectoral members entitled to vote, present or by proxy, shall constitute a
quorum at any meeting of members.
Section 7.
Voting. Unless the law otherwise requires, a majority of the
Regular and Sectoral Members present constituting a quorum be sufficient to approve and
adopt any corporate act.
ARTICLE IV
BOARD OF TRUSTEES
Section 1.
Powers. The corporate powers of the Foundation shall be
exercised, the property of the Foundation held, and the business of the Foundation
managed by the Board of Trustees. It may exercise all acts consistent with its Articles of
Incorporation, By-Laws and the Laws of the Philippines.
Section 2.
Regular Meetings of the Board of Trustees. The Board of Trustees
shall meet every third (3rd) Tuesday of the month for its regular meetings at a designated
place and time.
Section 3.
Special Meetings. The members of the Board of Trustees may be
called to a special meeting at any time by either the Chairman, the President, or upon the
written request of the majority of the Trustees at least four (4) days before the date of the
intended meeting. In such case, notice of the meeting shall be served to the Trustees at
least two (2) days before the intended meeting.
Section 4.
Quorum. Unless the law otherwise requires, a majority of the
Trustees shall constitute a quorum to transact business. No member of the Board of
Trustees may be represented by a proxy during a regular or special meeting of the
Board of Trustees.
Section 5.
Number, Qualification, Election and Term. The Foundation shall
have eleven (11) members of the Board of Trustees, who shall be elected at large, by
secret ballot, by the Regular Members of the Foundation. They shall serve and hold office
for a term of two (2) years until the election and qualification of their successors,
provided that of the eleven (11) Trustees first elected, six (6) shall hold office for two (2)
years and the remaining five (5) shall hold office for one (1) year.
Each export sector duly represented in the Foundation through its Sectoral
Member shall be represented in the Board of Trustees by at least one (1) Trustee. In the
meantime, while the Foundation has less than eleven (11) Sectoral Members, some
sectors shall be entitled to additional and proportionate representation in the Board to be
determined by the outgoing Board of Trustees two (2) months prior to the holding of
election, and shall be based mainly on the size of their membership in good standing.
To be eligible for election to the Board of Trustees, candidates must possess the
following qualifications:
(1)
Must be of good moral character;
(2)
Must be a duly designated Member of the Foundation, as construed
under Article II, Section 6;
(3)
The Regular Member or Sectoral Member which he /she
must be a member in good standing of the Foundation;
represents
(4)
Must be nominated by the Sectoral member or by a Regular Member
of the same sector;
(5)
Must submit a written acceptance of his/her nomination.
All nominations for candidates for election to the Board of Trustees must be in
writing, and together with the acceptance of the nomination be the nominee, must be
submitted to the Committee on Elections not later than one (1) month prior to the date of
elections. Sectors may submit as many nominations as it desires. Only those nominees
determined by the Committee on Elections to be eligible for election the Board of
Trustees shall be listed as eligible candidates for election.
The Board of Trustees of the Foundation shall be elected by the Regular Members
and Sectoral members during the Annual General Membership Meeting, as prescribed
under Section 2 of Article III, prior to the expiration of the term of the Trustees then in
office.
The elected members of the Board of Trustees shall hold its organizational
meeting within the month immediately following their election, to elect the following
officers of the Foundation, namely: Chairman, President, Vice-President, Secretary,
Treasurer and Auditor.
Section 6.
Comelec. A Committee on Elections “Comelec”, to be composed
of a Chairman, who may or may not be a Trustee, and two (2) members, shall be
appointed by the Board of Trustees two (2) months prior to the election date. The
members of the Comelec shall be disqualified as candidates for the Board of Trustees.
The Comelec shall automatically be dissoved after the proclamation of the winners and
after all election related protests have been settled.
The Comelec shall supervise the conduct of the elections from nominations, to the
canvassing of results and proclamation of the winners and shall, among others, exercise
the following functions and powers:
(1)
To strictly enforce the pertinent provisions of these By-Laws, and to promulgate
such rules and regulations as may be necessary and not inconsistent with these By-Laws
for the proper conduct of the election;
(2)
To receive written nominations of candidates for election;
(3)
To determine if nominees are qualified under these By-Laws, and to furnish all
Members with the list of eligible candidates per sector, at least fifteen (15) days prior to
the election date;
(4)
To disqualify, after due notice and hearing, any candidate who violates or is privy
to any violation of, any provision of this Article, or any rule or regulation issue and duly
circularized by the Comelec;
(5)
To supervise the conduct of the election upon such reasonable rules and
regulations which it may determine for the proper conduct thereof;
(6)
To count and canvass the ballots in public, immediately after the election, and the
results shall be certified to in writing by the chairman and members of the Comelec,
who shall forthwith announce the results and proclaim the winners;
(7)
To appoint such deputies as it may deem necessary in the conduct of
elections;
the
(8)
To take such steps as it may deem necessary or desirable to encourage the
members of the foundation to participate in the election.
In case of an election protest, it shall be filed with the Comelec within twenty for
(24) hours after the canvassing of the election returns. The Comelec shall hear and
decide within seventy-two (72) hours from receipt of the protest.
Section 7.
Removal. The members of the Board, except the Foundation
Advisers (ex-officio Trustees), may be removed with or without cause, by the vote of
two-thirds (2/3) of all Regular and Sectoral Members of the foundation entitled to vote at
a meeting duly called for the purpose. At such meeting, the regular and sectoral members
must elect a replacement Trustee, who must come from the sector of the removed Trustee
provided, however, that such replacement Trustee must have all the qualifications
provided for in these By-Laws,
Section 8.
Vacancy. Vacancies in the Board of Trustees, except those of the
Foundation Advisers (ex-officio Trustees), caused by death, incapacity, or resignation,
shall be filled subject to the following conditions:
(1)
If the remaining unserved term of the vacated seat is more than one-half
(1/2) of the whole two (2) years term, the replacement Trustee shall be elected by the
Regular and Sectoral Members of the Foundation at a special or regular general
membership meeting;
(2)
If the remaining unserved term of the vacated seat is less than (1/2) of the
whole two years term, the remaining members of the Board of Trustees, if still
constituting a quorum, shall elect, by majority vote, the replacement Trustee at a special
or regular meeting of the Board of Trustee; Provided, however, that if the vacancy is
caused by removal, the replacement Trustee must be elected at the meeting of the
Members provided for in Section 7 of this article.
Section 9.
Compensation. All members of the Board of Trustees shall not
receive any compensation of any kind whatsoever.
Section 10. Executive Committee. The Board of Trustees shall create an
Executive Committee to be composed of at least three (3) members of the Board
including the President, who shall act as the Chairman thereof. The Executive
Committee shall exercise such powers as may be delegated to it by the Board of Trustees,
subject to such limitations as the Board may impose or as may be provided for in the ByLaws or under applicable laws. Unless otherwise required by law, or unless otherwise
repealed or modified by the Board of Trustees, any resolution adopted by a majority of
the members of the Executive Committee must be confirmed by the Board of Trustees
during a regular meeting.. The Committee shall keep a record of its proceedings and
shall submit its minutes to the Secretary at least two (2) days before every regular
meeting of the Board of Trustees.
Section 11. Standing and Special Committees. Whenever necessary for the
furtherance of the objectives of the Foundation, the Board of Trustees may create
Standing Committees, such as but not limited to the following:
(a)
(b)
(c)
Membership
Budget and Finance
Advocacy
The Board may also create Special Committees whenever it deems necessary. The
Board may, at its discretion, delegate any of its functions to the committee created, unless
the law or these By-Laws requires any act to be made and decided upon only by the
Board of Trustees, in which case any action thereon taken by the Committee shall only be
recommendatory in nature.
Section 12. Foundation Advisers. The Board of Trustees shall appoint a
maximum of five (5) Foundation Advisers who shall be ex-officio members of the Board
of Trustees. The foundation Advisers shall have no voting rights, shall act as advisers of
the Foundation, and it shall be composed of the highest designated officers of the
following government agencies in Central Visayas based in Cebu City, or their duly
designated representatives such as but not limited to the following: the Department of
Trade and Industry, the Central Bank, the Bureau of Customs, and the Department of
Environment and Natural Resources, among others. The Foundation Advisers shall not
be included in the determination of any quorum for meetings of the Trustees or in the
determination of any voting majority in any such meetings.
Section 13. Voting. Any corporate act can only be adopted by a vote of at
least a majority of the members of the Board of Trustees.
ARTICLE V
OFFICERS
Section 1.
officers:
(1)
(2)
(3)
(4)
(5)
(6)
Corporate Officers. The Foundation shall have the following
Chairman of the Board
President
Vice President
Secretary
Treasurer
Auditor
The Board may appoint such other corporate officer or officers as it may deem
necessary. Any two or more positions may be held concurrently by the same person for
as long as the check and balance control is not compromised.
Section 2.
Election of Officers. All officers of the Foundation, shall be
elected by the Trustees during the organizational meeting of the Board of Trustees to be
held within the month immediately following their election.
The officers of the Foundation shall hold office for a period of one (1) effective
January 1 of the year following their election.
Section 3.
Powers and Duties of the Chairman. The Chairman shall preside at
all meetings of the Board of Trustees and during the Annual General Membership
Meeting, and shall perform other duties incumbent to his office or as may be required of
him by the Board of Trustees. He shall be an ex-officio member of all Special and
Standing Committees of the Board. In the absence of the President, the Chairman shall
have the power to sign and countersign all such bills, notes, checks and contracts as may
pertain to the ordinary business affairs of the Foundation and when duly authorized by
the Board of Trustees, shall sign all contracts, orders, deeds, leases, licenses or other
instruments of a special nature for as long as these are not inconsistent with the Limits
on Signing Authority of the Foundation.
Section 4.
Powers and Duties of the President. The President shall be the
Chief Operating Officer of the Foundation and shall exercise general supervision and
administration over all affairs and properties of the Foundation and over all its officers
and employees. The President shall implement all resolutions of the Board, and the
operation and day to day activities of the Foundation shall be performed by and/or shall
be under the control and supervision of, the President.
The President shall submit to the Board of Trustees a complete report on the
operations of the Foundation and the state of its affairs as soon as possible after the close
of each fiscal year. The President shall also submit a similar report to the Members
during the Annual General Meeting of Members. He shall from time to time report to the
Board all matters within his knowledge for which the interest of the Foundation may
require to be brought to its notice. He shall preside over all meetings of the Board of
Trustees or of the Members in the absence of the Chairman and shall undertake such
other duties from time to time as may be assigned to him by the Board.
The President shall have the power to sign and countersign all such bills, notes,
checks and contracts, orders, deeds, leases, licenses or other instruments of a special
nature for as long as these are not inconsistent with the Limits on Signing Authority
which the Foundation may adopt at its discretion.
Section 5.
Powers and Duties of the Vice President. In the absence of the
President, the Vice President , shall perform all the duties of the President and when so
acting, shall have the powers of and be subject to all restrictions on the President,
consistent with the Limits on Signing Authority of the Foundation. He shall also perform
such other duties as the Board of Trustees from time to time may prescribed.
Section 6.
Powers and Duties of the Secretary. The Secretary must be a
citizen and resident of the Philippines. He/She shall be the custodian of and shall
maintain the corporate books and records and shall be the recorder of the Foundation’s
formal actions and transaction. He/She shall record or see to the proper recording of the
minutes and transactions of all meetings of the Trustees and the Members, and shall
maintain minute books of such meetings in the form and manner required by law. The
Secretary shall certify to corporate acts, countersign corporate documents and certificates,
and make reports or statements as may be required of him/her by law or by government
rules and regulations or as may be needed for any purpose. He/She shall attend to the
giving and serving of all notices of the Foundation required by law or these By-laws,
keep the corporate seal, and to attest by his/her signature all corporate documents
requiring the same. The Secretary shall review the correctness and validity of all proxies
submitted for any meetings at which an election for the Board of Trustees of the
Foundation shall be held, and in the latter case, advise and report to the Comelec the
number of valid proxies for use during the election.
Section 7.
Powers and Duties of the Treasurer. The Treasurer shall have
custody of all corporate funds and assets and shall keep full and accurate accounts of all
receipts and disbursements in books belonging to the Foundation and shall deposit all the
money and other valuables in the name of and to the credit of the Foundation on such
depositories as maybe designated by the Board. The Treasurer shall render to the
Chairman and/or the President and to the Board, whenever they may require, an account
of all transactions as Treasurer and of the financial condition of the Foundation.
Section 8.
Powers and Duties of the Auditor. The Auditor shall make a
periodic audit of all cash receipts, disbursement and other matters pertaining to the
finances of the Foundation. The Auditor shall see to it that all financial transactions and
procedures are in accordance with generally accepted accounting principles. The Auditor
shall make periodic reports to the Board of Trustees on all the audit findings.
Section 9.
Employees. The word employees shall be construed to mean all
contractual, regular, permanent staff of the Foundation, including officers,
supervisors and consultants. The Board of Trustees shall hire, appoint or terminate
the services of employees but may empower the President through a resolution or
directive, to exercise such powers in order to ensure the smooth functioning of the
Foundation.
ARTICLE VI
MEMBERSHIP DUES
Section 1.
Membership Dues. All Members shall pay such annual fees as
may be determined by the Board of Trustees. Payment must be made within the first
month of the calendar year or before January 15 of each fiscal year.
The Board may increase said fees at any time upon the concurrence of at least
majority of the members of the Board of trustees during regular or special Board of
Trustees meeting. It may also impose fines on any Member who fails to attend meetings.
Section 2.
Special assessments. Special assessments of the members may be
made by the Board upon notice if the same shall be necessary to conduct the business of
the Foundation. Members however, shall have the right to rescind such special
assessments by a vote of two-thirds (2/3) of all members in good standing
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 1.
Corporate Seal. The Foundation Seal shall contain the name of the
Foundation and the place and year of its incorporation and shall be in such form as the
Board shall provide.
Section 2.
Fiscal Year. The fiscal year of the Foundation shall start on
January 1 and ends on December 31 of each year.
Section 3.
Amendments. These By-Laws may be amended or repealed by the
affirmative vote of at least a majority vote of the Members during a Special Meeting of
the Members called for the said purpose. The power to amend, modify, repeal, or adopt
new By-Laws may be delegated to the Board of Trustees by the affirmative vote of not
less than two-thirds of the Members entitled to vote; provided, that any such delegation
of powers to the Board of Trustees to amend, repeal, or adopt new By-Laws may be
revoked by the majority vote of Members entitled to vote at a special meeting of
members.
IN WITNESS WHEREOF, the Members voting in favor of the adoption of these
By-Laws have hereunto subscribed our names this April 11, 1997, at Cebu City
Philippines.
(Sgd.) Lagrimas Abarquez
(Sgd.) Rosalia Calunod
(Sgd.) Nemesio Tarnate
(Sgd.) Gemma Blanes
(Sgd.) Imelda Chua
(Sgd.) Henry Cañete
(Sgd.) Apolinar Suarez, Jr. (Sgd.) Glenn Señirez
(Sgd.) Melrose Tuñacao
(Sgd.) Jeran Cordova
(Sgd.) Ma. Belinda Bautista (Sgd.) Luchie Lucresia
(Sgd.) Clarito Fruelda
(Sgd.) Rolando Commendador
(Sgd.) Joyce Natalie U. Yang
(Sgd.) Edgar Godinez
(Sgd.) Ma. Del Carmen Garcia
(Sgd.) Rogelio Tubilla
(Sgd.) Dominador Saplad, Jr. (Sgd.) Enrique Fernandez