Philippine Computer Society
Amended By-Laws



ARTICLE 1 –
NAME OF INCORPORATION

Section 1.

a.In accordance with the charter granted by the Securities and Exchange Commission of the Republic of the Philippines, the name of the organization shall be the PHILIPPINE COMPUTER SOCIETY, INC. The Organization may also use as its acronym the initials – “PCS”.

b.This Society is organized not for pecuniary benefit and shall not make profit for its members or declared dividends.

ARTICLE II –
OFFICE

Section 1.

The principal office of the Society shall be located in Metropolitan Manila at such specific location as may be determined by the Board of Directors.

ARTICLE III –
PURPOSES

Section 1.

The purposes of the Society are:

a.To encourage and promote professionalism among its members in their approach to, understanding and application of the principles of data processing and information technology, and in their relations to others similarly engaged.

b.To promote continuing education research, and intellectual inquiry in management information systems, data processing and computer applications, and to cooperate with its members and with educational institutions in the intelligent and beneficial use of computers.

c.To encourage and promote interchange of information in the field of data processing management, information processing standards, systems development and information technology and the like.

d.To make available to the members of the Society various types of services and facilities such as libraries, directories, speakers bureau, subscription to technical journals and papers, attendance to computer conferences, seminars and meetings and others

e.To foster among executives, the public in general and the members of the Society a better and more enlightened understanding of the vital role of computers to business, government and society.

f.To promote and facilitate innovation and adaptation of data processing and information systems technology in the Philippines.

g.To promote the harnessing of computer and related technologies for national and regional development.

h.To promote regional and international exchanges and cooperation in the field of information and related technology.


ARTICLE IV –
MEMBERSHIP

Section 1.  Classes of Membership

Membership in the Society shall be divided into three (3) main classes: Regular, Associate and Honorary.

Section 2.  Regular Membership

Regular membership shall be granted at the discretion of the Board of Directors through the process described under Section 6 hereof and are of two types:  Individual and Institutional.

a.Individual membership shall be granted to persons of good moral character who are in the Information Technology/Information Systems profession.

b.Institutional membership shall be granted at the discretion of the Board of Directors to firms, corporations and associations involved in an activity pertaining to information technology, data processing or an allied field. A Regular Institutional Member may be represented in the Society by one or more persons, provided that the representative(s) designated possess the qualifications required of Regular Individual Members.


Section 3.  Associate Membership

Associate membership shall be granted at the discretion of the Board of Directors to individuals who are interested in promoting the purposes of the Society and wish to participate in some of its activities but may not want to be a Regular member. Associate members are entitled to all privileges of Regular Members except the right to vote and the right to be elected to any position.

Section 4. Honorary Membership

Honorary membership shall be granted to any person who has significantly contributed to the enhancement of the data processing profession or of the Society. Honorary Membership shall be granted only upon the unanimous approval of the Board of Directors. Honorary members shall be exempted from the payment of annual dues and assessments and shall have all the rights and privileges of a Regular Individual member except the right to vote and to be elected to any position in the Society.



Section 5.  Member in Good Standing

A member in good standing is one who has no accounts outstanding for more than ninety (90) days from due date.  All individual members representing an institutional member which as accounts outstanding fore more than ninety (90) days lose their good standing in the Society.

Section 6.  Application for Membership

a.An applicant must be sponsored by two (2) members in good standing.

b.The application shall be in writing and presented by the sponsors on the Society’s  “Application for Membership” form.  The application form shall be addressed to the Chairman of the Membership Committee.

c.The Membership Committee shall, after proper screening and in compliance with the rules set forth in the Standing Rules, recommend acceptance or rejection of the applicant to the Board of Directors.

d.Should the Board of Directors reject an applicant, the sponsor of the applicant shall be notified immediately.

e.Upon acceptance and/or approval of his application for membership, the new member shall immediately pay to the Treasurer of the Society the annual membership dues and corresponding fees for whatever services and/or facilities he wishes to avail himself of that time.


Section 7.  Membership Dues and Fees

The amount of annual membership dues and fees for services and/or facilities shall be determined by two-thirds (2/3) vote of the entire number of the Board of Directors at a meeting duly called for the purpose. There shall be at least seven 97) days notice prior to a meeting which shall take up any change in annual membership Dues and Fees.

ARTICLE V –
TERMINATION AND REINSTATEMENT OF MEMBERSHIP

Section 1.  Termination of Membership

Membership with the Society may be terminated in any one of the following ways:

a.Resignation;
b.Failure to pay the annual membership dues, fees or other accounts;
c.Expulsion for cause;
d.Substitution

Section 2.  Resignation

Any member may resign from membership in the Society by notice in writing submitted to the Secretary provided that even if a resignation effectivity date is fixed in said notice, such resignation shall not become effective until confirmed by the Board of Directors. Those submitting resignations shall not be entitled to rebates of dues nor fees paid, nor shall the resignation mean condonation of unpaid accounts.

Section 3.  Failure to pay annual membership dues, fees and other accounts

Any member whose annual membership dues, fees or other assessments remain unpaid ninety (90) days after due date shall be notified of the delinquency by the Treasurer. Such delinquent member shall have thirty (30) days from receipt of notice to update his past due accounts. Failure to update his past due accounts on or before the expiration of the thirty (30) day period shall be sufficient cause for termination of his membership as determined by the affirmative vote of majority of the entire members of the Board of Directors.

Section 4.  Expulsion for Cause

By unanimous vote of all members of the Board of Directors, any member may be expelled for committing acts inimical to the interest of the Society, for unprofessional conduct or for violation of the Code of Conduct that may be adopted by the Society.  The member sought to be expelled shall have the opportunity to be heard by the Board or a Committee created for the purpose before the formal action is taken on such member.

Section 5.  Substitution

An Institutional Member may change its representative for whatever reason provided the replacement representative possesses the necessary qualifications of Regular Individual Members.  The replaced member ceases to become a Regular Member of the Society unless he is sponsored by another Institutional Member or he becomes a Regular Individual Member.

Section 6.  Reinstatement of Membership

Upon payment of the dues, fees or other accounts in arrears, and the required reinstatement fee, the Board of Directors may, by affirmative and majority vote of all its members, reinstate a member in the membership roster. When the previous termination of membership is due to a cause other than resignation or failure to pay dues, fees or other accounts, in additional to the above requirements, the person whose membership is sought to be reinstated must show to the satisfaction of the Board that the cause of the termination of his membership no longer exists.

Section 7.

The Board of Directors may promulgate implementing rules, regulations and procedures it may deem necessary for the suspension, expulsion or reinstatement of any member of the Society as provided in the preceding sections.

ARTICLE VI –
MEETINGS
Section 1.  Annual Business

An annual business meeting for the election of Officers and Directors and to act on other business matters that may be presented shall be held not earlier than February, and not later than April of each year. The Secretary shall send notices of the annual meeting to each member at least thirty (30) days in advance of the scheduled meeting. The fiscal year shall start July 1 of the current year and extend to June 30 of the following year.

Section 2. Regular Meeting

There shall be regular monthly membership meetings of the Society.  At least seven (7) of these meetings shall be industry-related. The time and place of meetings shall be determined by the Secretary or a committee designated by the Board. The Secretary shall notify all members as to the time, place and program for such meeting at least ten (10) days prior to the meeting.

Section 3.  Special Meeting

Special membership meetings may be held at any time upon the authorization of the Board of Directors, or by written request of 25% of the regular membership, notice of which shall be sent to the regular members of the Society by the Secretary at least ten (10) days prior to the meeting.

Section 4.  Quorum

The quorum for an annual business meeting shall be one-fourth (1/4) of all regular members in good standing as of the date of the annual business meeting. Proxies shall be allowed for purposes of establishing quorum.  The quorum, when required, for any regular or special meeting shall be the same as the quorum for an annual business meeting.

ARTICLE VII –
GOVERNING BODY

Section 1.  Board of Directors

The governing body of the Philippine Computer Society shall be vested in the Board of Directors.

Section 2.  Composition

The Board of Directors shall consist of eleven (11) members, namely:  President, Vice-President, Secretary, Treasurer and seven (7) Directors who shall be elected and proclaimed at the annual business meeting in the matter set forth in Article IX.

Section 3.  Qualification

The following shall be the qualifications for one to be elected to the Board of Directors:

a.Must be a regular member for at least two years at the time of his assumption of office and must have served as a member of at least two committees or as chairperson of at least one committee.

b.In the case of the President and Vice-President, must be a regular member for at least three (3) years at the time of his assumption of office and must have served as director.

c.Attendance in at least four (4) regular monthly meetings for the 12-month period immediately preceding the annual business meeting.

d.Must have no accounts outstanding for more than thirty (30) days as of the date of the annual business meeting. This provision must be met by an Institutional Member for its representative(s) to qualify as candidates.


Section 4.  Term of Office

The term of office of the Board of Directors shall be for one year subject to one re-election at any one time, and they shall assume office on the first day of the Society’s fiscal year and until their successors shall have been elected and inducted into office. Term of office shall mean the full term or a faction thereof.

Section 5.

No individual may serve in the Board of Directors for more than two (2) consecutive terms and for more than a total of six 96) terms within a period of twelve (12) years.

Section 6. Quorum

The seven (7) members of the Board of Directors shall constitute a quorum for the transaction of business and, in the presence of a quorum, majority of the directors present shall be sufficient to decide any action, except on those matters specifically requiring a different majority vote.

Section 7.  Vacancies

Vacancy and/or vacancies in the Board of Directors shall be filled in the following matter:

a.Vacancy After the Commencement of the Term of Office

When vacancy occurs after an officer (s) has assumed office, the remaining members of the Board of Directors shall select from among themselves the replacement of the officer (s)
When vacancy occurs after a director (s) has assumed office, the remaining members of the Board of Directors shall select from among the membership the qualified replacement for the director (s).
When the vacancy occurs after the auditor has assumed office, the candidate (s) for auditor who has garnered the next lower number of votes during the immediate preceding election shall be inducted to fill-up the vacancy.
The appointed officer(s), director(s) and/or auditor shall serve only for the unexpired term of the person they are replacing.



b.Vacancy Before the Commencement of the Term of Office

When vacancy occurs before the elected officer(s) and/or director(s) and/or auditor commences his term of office, the candidate(s) for officer(s) and/or director(s) and/or auditor who garnered the next lower number of votes, shall be inducted to fill-up the vacancy(ies).
In case a candidate ran unopposed or when the candidate who garnered the next lower number of votes declines the appointment, then the Board of Directors, by vote of at least seven (7), shall select among the membership the qualified replacement of the position vacated.

Section 8.  Meetings

Regular meetings of the Board of Directors shall be held at least once a month on the date and place determined by the President.  The Secretary shall give written notice of such regular meeting to each officer and director at least three (3) days before such meeting, stating the time and the place thereof.  Failure to give such notice, or any irregularity therein shall not affect the validity of the regular meeting or of any proceeding thereat if all the officers and directors are present at such meeting.

Special Board Meetings may be called by the President at any time upon one (1) day’s notice to each director, personally or in writing, or by a written request for a meeting signed by at least three (3) directors. Such call shall specify the time, place and subject matter of such special meeting.

ARTICLE VIII –
OFFICERS

Section 1.  Positions

The Officers of the Society shall be the President, Vice President, Treasurer, Secretary and Internal Auditor.  The President, Vice President, Treasurer and Secretary shall be members of the Board of Directors. The Internal Auditor shall not be a member of the Board of Directors.

Section 2.  Term of Office

The term of office of the officers shall be for one (1) year. No individual may serve as President of the Society for more than a total of three (3) terms within a period of twelve years.

No individual may serve as Internal Auditor for more than two (2) consecutive terms and for more than a total of six (6) terms within a period of twelve (12) years.

Section 3.  Duties of President

The President shall be the Chief Executive Officer of the Society. He shall preside at all Board and Annual Business Meetings and shall call such meeting as he deems necessary. It shall be his duty to exercise general supervision over the activities and welfare of the Society and keep in constant communication with the other Officers and Board of Directors relative to matters of policy.

He shall see to it that the provisions of these By-Laws, the Resolutions of the Board of Directors and Standing Rules are complied with.  Unless otherwise specifically agreed upon, he shall represent the Society on all occasions and in all matters where it should be represented. He shall render an annual report at the Annual Business Meeting  or at the last regular meeting of his term of office.

Section 4.  Duties of the Vice President

The Vice President shall assist the President in the execution of the policies and resolutions adopted by the Board of Directors and the members of the Society. His specific responsibilities will be determined by the Board.

The Vice President shall, in the absence of, or during the incapacity of the President, perform all duties and assume all responsibilities of the President.

Section 5.  Duties of the Treasurer

The Treasurer shall collect all dues, fees, contributions and other receivables from the members as are required under these By-Laws and as may be authorized by the Board of Directors and approved by the members. He shall receive any and all accounts receivables and dues to the Society from whatever source, take charge of all funds, properties and accounts of the Society, render financial or property reports periodically and as maybe necessary.  He shall deposit in the name of the Society in such banks as may be designated by the Board of Directors all the money, funds and other valuable effects of the Society which may come under his control, subject to withdrawals therefrom only upon check or other written demand of the Society, pursuant to the appropriate resolution that may be adopted. He shall prepare for the monthly meeting of the Board a statement of sources and application of funds. He shall make available at all times the financial status of the Society and shall submit to the general membership a financial report  on the Society’s funds at least semi-annually.

Section 6.  Duties of the Secretary

The Secretary shall prepare and keep the minutes of al meetings of the Board of Directors and of the Society. He shall give or cause to be given, all notices required by law or by the By-Laws, as well as notices of all meetings of the Board of Directors and of the members of the Society. He shall be the custodian of the corporate seal and shall affix the same attested by his signature, to such instruments as may require such seal. He shall make and submit such reports as may be required of him by the Board and/or the President. The administrative officer of the Society and the Society Office shall be under his administrative supervision.

Section 7. Internal Auditor

The Internal Auditor shall develop, evaluate and install necessary procedures or systems to improve or correct inadequacies of the present internal control system. He is responsible for the examination, review and appraisal of the Society’s financial and accounting activities to determine compliance with established policies, systems and procedures, and adequacy and effectivity of financial and accounting controls.

He shall determine the extent to which the Society’s assets are properly accounted for and safeguarded from losses.

He shall report to the Board of Directors identified control weaknesses and shall recommend measures to correct such weaknesses.

Section 8.  Other Positions

The Board of Directors may at their discretion appoint administrative personnel, who may not necessarily be members of the Society, to manage the day-to-day affairs of the Society.

ARTICLE IX –
ELECTION OF OFFICERS AND DIRECTORS

Section 1. Election Committee

The Board of Directors shall appoint an Election Committee to be composed of a Chairman and at least four (4) members.  The Election Committee shall govern the nomination and election proceedings and shall adopt such rules and regulations relative to the procedures and conduct of the nominations and elections.  The Election Committee shall canvass and tally the votes cast, in person or mailed-in, and shall proclaim the winners thereof.  No member of the Election Committee shall be a candidate for any elective position in the Society during his membership in the Committee.  No member of the administrative staff shall be appointed member of the Election Committee

Section 2.  Date of Election

The President, Vice President, Secretary, Treasurer, seven (7) other members of the Board of Directors and the Internal Auditor shall be elected by the regular members in good standing within the period prescribed by the Election Committee, which shall not be earlier than February and not later than April of each year.

Section 3.  Nominations

Nominations for President, Vice President, Treasurer, Secretary, the seven (7) other members of the Board of Directors and the Internal Auditor shall be made in writing and shall be sent to the Election Committee within the prescribed nomination period which shall not be earlier than January and not later than March of each year.

Section 4.  Voting

Voting for the election of Officers and Directors shall be through secret ballot or computerized voting system.

Members who shall not be able to cast their vote personally may send or mail directly to the Election Committee, their properly signed and filled-up ballot.

The signed ballot shall also serve as his proxy for purposes of quorum during the election.

Section 5.  Canvassing and Proclamation

The Election Committee shall canvass the votes during the annual business meeting

The winning candidates shall be proclaimed by the Election Committee immediately after the canvassing.

ARTICLE X –
ACQUISITION AND MANAGEMENT OF PROPERTIES AND FUNDS

Section 1.

Funds shall be raised by annual dues, fees and special assessments or any other manner approved by the Board of Directors. Dues, fees, and special assessments shall be imposed by an affirmative vote of two-thirds (2/3) of the entire number of the Board of Directors at a meeting duly called for the purpose which shall be preceded by written notice of at least seven (7) days.  All funds raised shall be deposited in the general account of the Society.  Such funds as are necessary to defray the expenses of the Society shall be approved and transferred by the proper officers to the operating account or to such fund accounts as the Board of Directors may, from time to time, deem advisable to establish.

Section 2.

The Board shall exercise prudence in managing the funds and assets of the Society.  Capital expenditures and/or acquisitions and/or asset disposal shall be limited to office furniture, and fixtures, leasehold improvements, office equipment, lease/rental of office space, and other regular and essential office requirements but whose cumulative value shall be not be more than 50% of the total collections from dues and assessments expected during the term of the incumbent Board. Extraordinary expenditures and/or capital acquisitions and/or asset disposal and/or commitments to liabilities beyond these limitations should be approved by a 2/3 vote of the regular members present and constituting a quorum in a regular or special membership meeting called for the purpose.

ARTICLE XI –
COMMITTEES

Section 1.  Standing Committees

The President with the consent of the Board of Directors, shall appoint the Chairman of the following standing committees from among the Regular Members of the Society.  The Chairman shall select the necessary number of members to complete each committee consisting of at least two (2) members except the Election Committee which shall have at least four (4) members.

a.Membership Committee – whose duty shall be to screen applications for membership and recommend acceptance or rejection to the Board of Directors in accordance with the provisions of Membership.  The Membership Committee is also responsible for bringing new members into the Society.

b.Election Committee – whose duty shall be, prior to the annual business meeting, to prepare for the nominations and elections of officers and directors.

c.Publications Committee – whose duty shall be to promote through publications and information bulletins, professional development and technical and managerial skills on information technology


Section 2.  Special Committees

Special Committees deemed necessary shall be created by the Board of Directors and the Chairman of such Special Committees shall be appointed by the President with the approval of the Board of Directors.

ARTICLE XII –
ORGANIZATIONAL STRUCTURE

Section 1.  National Office

The Society shall have a national office which shall be located in Metro Manila.

Section 2.  Chapters

The Board of Directors may establish Chapters of the Society in localities outside Metro Manila provided said Chapters shall be governed by the same Constitution and By-Laws as the National Office.

a.The Chapter may elect their own officers and directors who shall administer their affairs in accordance with the objectives of the Society.

b.Chapters shall establish their own administrative policies, rules and regulations as they deem appropriate, provided these are not in conflict with the interest of the Society.

c.They shall participate in activities of the Society whenever their participation is to the best interest of the organization as a whole.

d.They shall clearly identify themselves as PCS Chapters.

e.They shall pay their annual individual members’ dues and fees for services and/or facilities that they shall subscribed to.


ARTICLE XIII –
STANDING RULES

Section 1.

The Board of Directors may formulate Standing Rules to implement these By-Laws provided the same shall not be inconsistent with the By-Laws.

Section 2.

Standing Rules may be adopted by a two-thirds vote of the entire number of the Board of Directors at any regular or special meeting of said Board of Directors.  Notice of a proposal that a new standing rule is to be submitted to the Board of Directors for adoption/modification/amendment should be given to each of the Directors at least three (3) days prior to such regular or special meeting.

ARTICLE XIV –
PROCEDURE FOR AMENDING BY-LAWS

Section 1.

Proposal for amendments to these By-Laws may be submitted in writing to the Secretary by any member of the Society. The Secretary shall promptly notify all Directors.

Amendments to these By-Laws shall be made at any regular, special or annual business meeting of the Society by a two-thirds vote of the members present, including properly registered proxies, providing a quorum is in attendance.

Any proposed amendment must be submitted to and approved by the Board of Directors at least 30 days in advance of any meeting  where such amendment will be voted upon. A copy of the proposed amendment shall be sent to each member at least ten (10) days in advance of the meeting at which any amendment is to be submitted to a vote.

Section 2.

Implementation of revisions to these By-Laws shall be affected only at the beginning of the fiscal year following approval of the revisions.

ARTICLE XV –
TRANSITORY PROVISIONS

Section 1.

The foregoing proposed Revised By-Laws of the Philippine Computer Society was prepared by the Committee on Revision of By-Laws and approved by the Board of Directors on April 10, 1990.  It was ratified in a referendum by the PCS membership during the June 29, 1990 general meeting.