CONSTITUTION AND BY-LAWS OF THE MU SIGMA PHI FOUNDATION
We, members of the Mu Sigma Phi fraternity and sorority of the University of the Philippines, Manila, Philippines, united by a unique bond of brotherhood and sisterhood and motivated by a spirit of civic service for our alma mater, our country and other communities needing financial and medical assistance, hereby gather together to form this corporation.
Article 1–The corporation shall be called the Mu Sigma Phi Foundation.
Section A.The corporation is organized exclusively for charitable and educational purposes. Its objectives are:
a.to initiate and maintain contact among its members worldwide
b.to promote means for regular communication among its members
c.to encourage its members to work harmoniously towards the advancement of the welfare of its members, including educational advancement
d.to encourage its members to engage in projects and activities that will directly benefit the Philippine General Hospital-University of the Philippines System
e.to unite its members in helping support special groups of people needing immediate financial and medical assistance such as victims of natural disasters
f.to make distributions to organizations that qualify as exempt organizations under Section 501 (c)(3) of the Internal Revenue Code of 1954, or the corresponding provisions of any future United States Internal Revenue Law.
Section B. No part of the net earnings of the corporation shall be to the benefit or be distributable to its members, officers or private personsexcept that the corporation shall be authorized and empowered to pay reasonable distribution in furtherance of the purposes set forth in Article 2 Section A.”
No substantial part of the activities of the corporation shall be used to influence legislation or support any political campaign on behalf of any candidate for public office. The corporation shall not engage in activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501 (c)(3) of the Internal Revenue code of 1954 or the corresponding provision of any future United States Internal Revenue Law.
Section C. Upon dissolution of the corporation, the Board of Governors shall pay and make provisions for the payment of all its liabilities and allow the court of appropriate jurisdiction to dispose of the remaining assets of the corporation.
A.All graduatemembersof the Mu Sigma Phi fraternity and sorority of the University of the Philippines College of Medicine are eligible to become members of the corporation.
B.All eligible members shall apply for membership by completing a form designated by the Board of Governors for this purpose.
C. Types of Membership
A.The officers of the corporation shall consist of the president, president-elect (vice-president), secretary, treasurer,auditorand the public relations officer.
B.The office of the president shall be held on alternate terms by a member of the sorority and fraternity.
C.A term of office for each officer shall be two years
D.The president can not serve two consecutive terms.
Article 5. Board of Governors.
A. The Board of Governors shall be the policy-making and administrative body of the corporation.
B. Elected members of the Board of Governors shall hold office not to exceed two terms. The term of any elected officer except that of the President may be extended by the President with the approval of the majority of the BOG prior to the next election.
C. Appointed members of the Board of Governors shall serve a term of office co-terminus with the term of the incumbent president.
D. The Board of Governors shall hold two meetings during the year. Meetings shall not preclude meetings by telephone conference or other forms of social media.
E. The Board of Governors shall consist of the officers, three representatives from the sorority and fraternity for each decade of alumni of the University of the Philippines College of Medicine, the Chairs of the Standing Committees and all the past presidents of the Foundation.
Article 6.Duties of Officers.
A.The President is the chief executive of the corporation and shall perform such duties as may be designated by the Board of Governors. He shall preside over the meetings of the corporation.
B.The President-elect shall perform the duties of the President in the event of the latter’s absence or incapability. He/she shall assume the presidency of the corporation after termination of the term of the incumbent president.
C. The Secretary shall keep the minutes of all the meetings of the Board of Governors and the Annual Business Meeting of the corporation. He/She shall present the minutes in the next meeting. He/She shall be responsible to issue notices and other correspondences to the members of the Board of Governors.
D.The Treasurer shall receive and act as custodian of the funds of the corporation. He/she is responsible for the collection of membership dues and other fees agreed upon by the corporation. He/she shall submit a financial report at the annual meeting of the corporation and all other meetings of the Board of Governors. He/she shall recommend the amount of annual dues to the Board of Governors.
E.The Public Relations Officer shall be responsible for informing the members of the corporation about active and prospective projects and activities.He/she shall be responsible for advertising projects of the corporation outside the corporation.
F. The Auditor shall be responsible for the internal audit of the institution reviewing all financial records and transactions for the fiscal year to ensure the Foundation’s compliance with the Rules and Regulations of the IRS for 501(C)(3) organizations. He/She will submit His/Her report at the Annual Meeting of the foundation.
G. The decade representatives will be the liaison for all the BOG activities, including recruitment of members from their respective decades as well as representing their opinions, complaints and suggestions to the BOG.
Article 7. Standing and Special Committees.
Section A. The following standing committees shall be formed as permanent standing committees:
a. Project coordination
e. Constitution and bylaws
f. Continuing medical education
h. Permanent Endowment
Section A.The project coordination committee shall be responsible for overseeing all projects that will be funded or supported by the corporation for charitable and educational purposes. He/She will be in contact with the Chairs of each individual project and the Chairs will communicate with the PCC on the progress of their specific projects.This committee shall be chaired by the president-elect (vice-president). The chair of the committee is also in charge of the Scholarship Committee sub-committee and will work with the liaison officer of the MSP in the Philippines.
Section B.The Membership Committee shall be responsible for updating the Directory and Biographical data of active and eligible members. He/She shall furnish the Board of Governors with a list of members in good standing. The Chair will be appointed by the President.
The committee determines the annual fees and lifetime fees and the method(s) of payment upon the recommendation of the Treasurer. The fees and matters regarding payment can be reviewed annually or as deemed necessary by the committee.
Section C.The finance committee shall be responsible for developing strategies to enhance the assets of the corporation and for planning the annual budget of the corporation. The Chair will be appointed by the President. The Treasurer and the Auditor shall be members of the committee. The total number including the Chair should be uneven in case a tie-canceling vote is necessary.
Section D.The nominations committee shall be responsible for presenting a list of nominees for the elective positions of the corporation. The Chair will be appointed by the President.He/She should work closely with the President-elect in the selection of candidates for the elective positions.
Section E. The constitution and bylaws committee shall be responsible for periodically reviewing the constitution and bylaws and for recommending amendments as needed. The Chair will be appointed by the President.
Section F.The continuing medical education committee shall supervise the planning of continuing medical education (CME) activities and ensuring their compliance with the guidelines set by the American Medical Association for sponsoring medical education. The Chair will be appointed by the President.
Section G. The Archives Committee shall collect and store all documents related to the conduct of business of the foundation to include minutes of meetings, published journals, newsletters and other memorabilia such as souvenir programs deemed by the committee to be historically worthy. The Chair will be appointed by the President.
Section H. The Permanent Endowment Fund Committee, The members of the Committee are the Chair of the Finance Committee, the Treasurer, the Auditor, the President-elect and two members appointed by the President. The Chair shall be appointed by the President which makes the total composition of the committee 7. Only 5% of the total amount can be remitted during any fiscal year. The Committee will be responsible for fund-raising for projects approved by the committee.
Article 8. Meetings and Quorums.
Section A.The corporation shall hold an annual meeting for the general membership. The date and place shall coincide with the date and place set by the University of the Philippines Medical Alumni Society in America (UPMASA) for its annual grand convention (AGC). Notice of the annual business meeting shall be given at least one month prior to the meeting. Any number of qualified members of the corporation attending the annual business meeting shall constitute a quorum and the majority vote of those present shall be the official decision of the corporation. Special meetings of the general membership may be called at the discretion of the president with the concurrence of majority of the Board of Governors. Special meetings may also be requested by 25% of all members in good standing.
Section B.The Board of Governors shall meet on abi-annualbasis. Additional meetings of the Board may be called by the president or at the request of at least 5 members of the Board of Governors. Any number of governors attending the meeting shall constitute a quorum.The majority vote of those present shall be the official decision of the Board of Governors. Notices for board meetings shall be given two weeks prior to the meeting.
Section C.All standing and special committees of the corporation shall meet at least once a year. Additional meetings may be called by the committee chair. A majority of the members of any committee shall constitute a quorum. Each committee shall be responsible for recording the minutes of the meetings. A copy of the minutes shall be forwarded to the secretary of the corporation.
Article 9.Dues and Eligibility for Office.
Section A.The annual dues for members of the corporation shall be determined by the Board of Governors with recommendations from the treasurer.
Section B.Members who have paid their membership dues for the current year are eligible to vote and hold office as Officers and Governors.
Article 10. Nominations and Elections.
Section A. The chairman of the nominations committee shall be appointed by the Board of Governors. Members of the committee shall be appointed by the president of the corporation.
Section B. The nominations committee shall solicit nominations from the general membership at least six months prior to the date of elections. The committee shall contact all nominees to ascertain their willingness to serve if elected. The committee shall submit to the Board of Governors a list of willing nominees for the elected positions of the corporation one month prior to the election date.
Section C.The Board of Governors shall determine the manner of voting by the general membership and shall be responsible for the orderly conduct of elections, including tabulation of ballots. In cases of ties and controversies the majority decision of the Board of Governors shall be the final decision. The Board of Governors shall announce to the general membership the names of the elected officers.
Section D. Elections for the National Officers will be held at the Annual General Meeting of the MSPF one year before the expiration of the term of the incumbent President.
Article 11. Amendments.
Section A. This constitution and by-laws of the Mu Sigma Phi Foundation may be amended at any business meeting by two-thirds majority vote of those members who are present and qualified to vote, provided notice of the proposed amendment(s) has been sent to all qualified members one month prior to the meeting.
Section B. The Board of Governors, in conjunction with the Constitution and Bylaws Committee, is responsible for approving any amendment to the constitution and bylaws before it is presented at the annual meeting of the corporation.
RATIFIED, JULY 15, 2017, Annual Business Meeting
Submitted by: Arachelle Baduel-Jose,
Chair, Constitution and Bylaws Committee
President Celso Antiporda, for the BOG
July 29, 2017