Alpha Phi Omega Philippines, Inc.
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Article III
GENERAL ASSEMBLY
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SECTION 1. Nature. - The General Assembly shall be the policy-making authority and, when not in session, such power shall be discharged the Board of Directors.
SECTION 2. Composition. - The General Assembly shall be composed of:
(a) Official delegates who are members in good standing, having been duly authorized by any organizational unit in good standing to be its representatives in all the functions of the General Assembly, and duly registered as such in the records of the Board of Directors upon compliance with all requirements, which the Chair of the Board of Directors shall cause to be published at least six (6) months prior to the General Assembly sessions. Each organizational unit shall be entitled to four (4) official delegates: Provided, however, that, in case the chapter or association, consisting of fraternity and sorority components, fails to participate in at least two (2) successive regular sessions of the General Assembly, the said chapter or association shall be entitled to only four (4) official delegates.
(b) Regular delegates are members in good standing duly authorized by their organizational units to participate in all activities of the General Assembly, except to be a member of the Electoral College and to approve amendments to the Code of By Laws.
(c) Life members and the incumbent officers, although required to register, need not be accredited by any organizational unit to participate in all deliberations and activities of the General Assembly and the Electoral College.
SECTION 3. Functions. - The General Assembly shall have three (3) primary functions:
(a) Legislative. The General Assembly shall be responsible for the determination of policy and the institution of programs, and, in the exercise thereof, it shall constitute itself into the Collegiate Convention, composed of members in good standing of chapters in good standing, and the Alumni Convention, consisting of all members in good standing of alumni associations in good standing, holding sessions separately with their own Chairs and such other officers as may be necessary in the conduct of its business;
(b) Constituent. Whenever so required, the General Assembly may, as part of its policy-making functions, conduct joint sessions for purposes of amending the Code of By-Laws or initiating the amendment thereof through the creation of a Constitutional Commission or the calling for a Constitutional Convention.
(c) Electoral. After the legislative sessions of both Conventions of the General Assembly are completed, the official delegates of all chapters and associations therein represented shall constitute themselves into an Electoral College which shall be responsible for electing the members of the Board of Directors and the Executive Council for the next two (2) years.
SECTION 4. Place and Venue of Sessions. -
(a) The sessions of the General Assembly shall be held biennially during the month of May on odd-numbered years. The time and place of its next convening shall be part of the agenda of the incumbent General Assembly and shall be decided thereat unless no decision is reached therein, in which case, the matter shall be referred to the Board of Directors for resolution subject to the provisions of the Code of By-Laws and other guidelines as may be set forth by the General Assembly: Provided, however, that, so far as feasible, the three (3) assembly areas of Luzon, Visayas and Mindanao shall be rotated.
SECTION 5. Quorum. - The quorum for the transaction of any business shall consist of two-thirds (2/3) of all registered delegates and a majority thereof shall be necessary to decide any question or matter brought for its consideration, except as may be otherwise provided by the Code of By-Laws.
SECTION 6. Powers of the General Assembly. - The General Assembly shall have the plenary authority to:
(a) Approve all appropriations, whether sourced from revenues, fees and/or assessments, submitted by the Executive Director, as approved by the President, for the operational needs of the organization: Provided, however, that it may not increase the appropriations as specified in the budget; and, Provided, further, that no provision or enactment shall be embraced in the budget unless it relates specifically to some particular appropriation therein and shall be limited in its operation to the appropriation to which it relates; and, Provided, finally, that the supplementary budget for programs adopted during its sessions shall be formulated by the Board of Directors within a period of three (3) months after its adjournment and submitted and acted upon by the Board of Directors within a period of two (2) months from its submission, unless the appropriations for the implementation of the program has been specifically fixed by the General Assembly while in session;
(b) Fix the annual dues and special assessments and other fees of the members, the collegiate chapters and alumni associations, and the charter fees of petitioning groups. These fees and assessments shall be uniform and equitable and duly made known to all the members, chapters and associations by the publication thereof in a quarterly newsletter of general circulation.
(c) Revise, amend and repeal the Code of By-Laws in accordance with the procedure as hereinbelow set forth.
(d) Confirm in any special session the decision of the Supreme Adjudicatory Council for the impeachment and removal of any elective officer: Provided, however, that in the event that the General Assembly fails to act thereon prior to adjournment, the matter shall be forwarded to the Board of Directors for appropriate action.
(e) Elect the members of the Board of Directors and the Executive Councill.
(f) Approve the site of the next session of the General Assembly in accordance with the criteria it may deem proper and appropriate to establish: Provided, however, that in the event that there are no bidders or none of the bidders have duly qualified, the determination of the venue of its next session shall be referred to the Board of Directors which shall make its determination not later than six (6) months after the matter has been endorsed to it; and, Provided, finally, that in the event that the Board of Directors fails
to determine the venue of the next General Assembly for any reason, the venue of the immediately preceding session of the General Assembly shall be deemed the venue of the next, with the Board of Directors as the host.
(g) Transact such other business as may properly come before it: Provided, that such business does not encroach on the jurisdiction of the other institutions created hereunder.
SECTION 7. Order of business. - The order of legislative business of the General Assembly shall be as follows:
(a) Preliminary Session.
[1] Roll call of all chapters and associations represented;
[2] Reading and approval of the Minutes of the previous General Assembly;
[3] Report of the Chair on the action taken by the Board of Directors on the policies and programs instituted by the previous General Assembly, the programs and policies instituted by the Board of Directors while the General Assembly was not in session, and the matters taken up by the Reference Committees and their recommendations on specific courses of action for the deliberation and approval of both or the individual Conventions;
[4] Report of the President on the implementation of the programs and policies set by the General Assembly and the Board of Directors, the state of the organization and the submission of the budget.
(b) Separate Session.
[1] Election of the Chairs and other officers of the Conventions;
[2] Deliberations and amendments on the Budget submitted by the President;
[3] Deliberations on, and approval of, the recommendations of the Reference Committees on matters referred to each Convention of the General Assembly;
[4] Adjournment.
(c) Joint Session.
[1] Approval of the budget for the next two (2) years;
[2] Report of the Conference Committee on matters separately taken up by both Conventions of the General Assembly;
[3] Approval of all programs and policies reported out by both Conventions of the General Assembly;
[4] Approval of the venue and date of the next General Assembly;
[5] Adjournment.
SECTION 8. Conference Committee. - The Conference Committee, headed by the Chair of the Board of Directors, entitled to vote only in case of a tie, and composed of five (5) representatives each from the Alumni and Collegiate Conventions, shall be responsible for harmonizing and integrating into Joint Resolutions all similar subject matters taken up separately by the Conventions.
SECTION 9. Reference Committee. - The Chair of the Board of Directors shall, in preparing the agenda for the General Assembly, have full authority to create as many reference committees as there are matters to be brought to the attention of the General Assembly. A Chair and one representative each from the Administrative Regions shall head each Reference Committee, all of whom shall be appointed by the Chair of the Board of Directors. All issuances of the Reference Committees shall be in Resolution form, with the corresponding explanations, if necessary, to be submitted to the Chair of the Board of Directors for inclusion in the kit to be given each delegate prior to the convening of the General Assembly.
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Article IV
BOARD OF DIRECTORS
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SECTION 1. Nature. - The Board of Directors shall be the policy-making authority when the General Assembly is not in session.
SECTION 2. Composition. - The Board of Directors shall be composed of:
(a) Voting Members.
[1] The members of the Board of Directors voted at large by the Electoral College, from among whom shall be elected the Chair and Vice-Chair: Provided, however, that, to insure proper representation, the official delegates belonging to the fraternity and sorority chapters, and the alumni associations shall each be entitled to elect one from among them;
[2] One (1) representative each from the Administrative Regions elected during their respective Regional Conferences held prior to the General Assembly; and,
[3] The President directly elected by the Electoral College.
(c) Non-voting members. The Immediate Past President and the Executive Director.
SECTION 3. Powers and duties. - The Board of Directors shall have the following powers and duties:
(a) To enforce the Articles of Incorporation, Code of By-Laws, Directives, Rules and Regulations of the organization;
(b) To implement the programs and policies of the General Assembly and, when not in session, formulate such other programs and policies not inconsistent therewith;
(c) To administer and control the funds and properties of the organization in accordance with the programs, policies and guidelines as may be set forth by the General Assembly;
(d) To formulate the Standard Code of By-Laws for the basic organizational units;
(e) To define the functions and jurisdictions of all instrumentalities and committees under its jurisdiction;
(f) To approve any special appropriations, requested by the President or any other agency or instrumentality of the organization, specifying the purpose for which it is intended and shall be supported by funds actually available as certified by the Executive Director, or to be raised by a corresponding revenue proposal incorporated therein;
(g) To approve the transfer of appropriations duly permitted by the General Assembly;
(h) To coordinate with the Executive Council to insure that the policies and programs as established by the General Assembly are duly complied with and/or performed within the period and in the manner as stated therein and to do any such act as may be proper and appropriate thereto;
(i) To appoint the Chair and members of the Reference Committees which shall be composed of at least one (1) representative from each of the Administrative Regions for each Reference Committee as may be necessary;
(j) To formulate the agenda of the General Assembly, after obtaining the reports of all Reference Committees, and cause the publication thereof, in such manner as it may deem fit and proper to insure the widest dissemination thereof to all members, at least two (2) months prior to the convening of the General Assembly: Provided, however, that if no such agenda is fixed, the agenda of the previous session shall be considered as reproduced;
(k) To confirm the venue of the General Assembly and, for such purpose, shall have full power and authority to obtain the assistance of any agency or instrumentality of the organization in the preparations therefor to insure that all guidelines and criteria established by the General Assembly have been fully complied with;
(l) To confirm the appointment of any elective officer for purposes of filling up any vacancy after the rules of succession as stated in the Code of By-Laws have been applied;
(m) To exercise all such inherent and residual powers not contrary to law, the provisions of the Code of By-Laws and the directives of the General Assembly to effectively carry out the affairs of the organization and to serve its best interest and that of its members.
SECTION 4. Meetings. -
(a) The Board of Directors shall meet at least four (4) times a year at such time and place as it may prescribe. Special meetings may be called by the Chair or upon the request of at least three (3) members. Notices of special meetings of the Board of Directors shall be given at least three (3) days prior to the date fixed for the meeting. The inability of any member of the Board to be present shall be immediately communicated to the Executive Director by any available means and, thereafter, by registered mail confirming the cause for such absence. Failure of any member to be present for at least three (3) meetings of the Board without the appropriate notification shall be cause for the removal of the habitual absentee, who shall forthwith be replaced in accordance with the provisions of the Code of By-Laws.
(b) In the case of the Administrative Regions located outside the territorial boundaries of the Philippines, the designated representative shall appoint a Permanent Representative to the Board of Directors who shall have full power and authority to bind and decide for the Administrative Region represented unless the designated representative is personally present.
SECTION 5. Quorum. - A majority of all the members of the Board of Directors shall constitute a quorum to do business, but a smaller number may adjourn from time to time and compel the attendance of absent members in such manner and under such penalties as the Board may prescribe.
SECTION 6. Vacancies. - Vacancies in the Board of Directors occasioned by death, resignation, incapacity, removal, forfeiture or abandonment of office shall be filled by a majority vote of its Members, if still constituting a quorum: Provided, however, that in case the position declared vacant is that of the Chair, the Vice-Chair shall automatically assume the position and the representative for the alumni shall be assume the position of Vice-Chair; Provided, further, that the appointee shall come from the sector whose representative to the Board was declared vacant; and, Provided, finally, that the Director so appointed shall hold office only for the unexpired term of his predecessor, and until his successor shall have been duly elected and qualified.
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