By-Laws of Saint Vincent's Alumni Foundation, Inc.

BY – LAWS
OF
SAINT VINCENT’S ALUMNI FOUNDATION, INC.

ARTICLE I
Meetings

Section 1
Annual Meetings – The annual meetings of the members shall be held at the
principal office of the association on last Sunday of May of each year.

Section 2
Monthly/Special Meetings – Monthly/Special meetings of the members shall be
called every end of the month by the President of the association. During such
meetings, the President shall render his monthly report to the members
regarding the activities of the association.

Special meetings may be called as the need thereof arises, by the Board of Trustees or the
President or upon petition of 1/3 of the general membership.

Section 3
Notices – Notices of the date, time and place of annual, monthly and special
meetings of the members shall be given either personally or by special delivery
mail, at least one week before the date set for such meeting. In urgent cases,
the notice may be communicated at least two days before the meeting personally
or by telephone, or by telegram, if contact is not possible. The notice of
every special meeting shall state briefly the purpose or purposes of the
meeting. No other business shall be considered at such meeting, except with the
consent of all the members present thereat.

Section 4
Waiver of Notice – Notice of meeting may be waived verbally by any member attending
it.

Section 5
Quorum – A quorum for any meeting of the members shall consist of a majority of
the members and a majority of such a quorum may decide any question at the
meeting, except those matters where the Corporation Code requires the
affirmative vote of a greater proportion.

Section 6
Order of Business – The order of business at the annual meeting of the members shall
be as follows:

a. Proof of service of the required notice of the meeting,
except when such notice is waived by the members constituting a quorum.

b. Proof of the presence of a quorum.

c. Reading and approval of the minutes of the previous
annual meeting, except when such reading is dispensed with by a majority vote
of those present.

d. Unfinished business.

e. Report of the President.

f. Election of the Trustees for the ensuing year.

g. Other matters.

The order of
business at any meeting may be changed by a vote of a majority of the members
present.

Section 7
Voting Proxy – members shall be entitled to one vote, and they may vote either
in person or by proxy, when shall be in writing and filed with the Secretary of
the Association before the scheduled meeting.


ARTICLE II
Trustees

Section 1
Board of Trustees – The corporate powers of the association shall be
exercised, its business conducted and its property controlled by the Board of
Trustees.

Section 2
Qualifications – No members shall be eligible for election to the Board of
Trustees unless he has the following qualifications:

The ex-officio members of the Board are:

• Principal of Saint Vincent High School;
  
• Principal of Saint Vincent Elementary ;
  
• President of the alumni Association;
  
• President or designated representative of the parish
  council; and
  
• Parish rector or his designated representative who
  will act as a Treasurer of the foundation.
  

The other members of the Board of Trustees must have the following qualifications:

• Should be an Alumnus in good standing of SVS, whether
  high school or elementary;
  
• Must be credible person to the community and in the
  SVS Alumni Association;
  
• Should not use the Foundation for partisan political
  purposes; and
  
• Must be committed to the purposes and programs of the
  Saint Vincent Alumni Foundation.
  

Section 3
Term of Office of the Board – Except for the ex-officio members of the Board, all
the other members of the Board shall hold office for two (2) years and until
their successors are duly elected and qualified.

Section 4
Manner of Selection of the Members of the Board – Except for the ex-officio
members of the Board, there will be a more democratic process to be followed in
selecting all the other members of the Board. The Board, through its Chairman,
will initiate and undertake a more democratic process of consulting the School
Community, the Parish, and the Alumni Association in order to come out with
nominees for the Board of Trustees. After these consultations, the nominees
will be presented to the General Assembly of the Foundation. Taking into
account the consultation process, the General Assembly will have the final
decision of the selection of the other members for the Board of Trustees.

Section 5
Disqualification of Directors, Trustees, or Officers – No member convicted by
the final judgment of an offense punishable by imprisonment for the period
exceeding six (6) years, or a violation of this code, committed within five (5)
years prior to the date of his election or appointment, shall qualify as a
trustee or officer.

ARTICLE III
Officers

Section 1
Officers – The officers of the Association shall be a Chairman, a President, an
Executive Director, a Secretary, a Treasurer, and an Auditor. They shall be
elected by the Board of Trustees from among themselves. The Board may combine
compatible offices in a single person.

Section 2
Term of Office of Officers – All officers of the association shall hold office for
two (2) years and until their successors are duly selected and qualified.

ARTICLE IV
Functions and Powers of Officers

Section 1
Chairman – In general, the Chairman shall oversee the operations of the
association. In addition, he shall preside in all meetings of the Board of
Trustees and those of the members of the association.

Section 2
President – The President shall exercise all powers and perform all duties of
the Chairman during the absence or incapacity of the latter and shall perform duties
that may be assigned by the board of Directors.

Section 3
Executive Director – He shall work closely with the Chairman of the association
in executing all resolutions and/or decisions of the Board of Trustees. In
close consultation with the Board, he shall appoint and have administrative
control over all employees of the association, review and approve expense
vouchers. Together with the Secretary of the association, he shall present to
the Board of Trustees and the members annual budget and, from time to time as
maybe necessary, supplement budgets. He shall submit to the Board as soon as
possible after the close of each fiscal year, and to the members of each annual
meeting, a complete report of activities of the operations of the association
for the fiscal year under his term.

Section 4
Secretary – The Secretary shall give all the notices required by the by-laws
and keep the minutes of all meetings of the members and of the Board of
Trustees and of all meetings of all committees, in a book kept for the purpose.
He shall keep the seal of the association and affix such seal to any paper or
instrument requiring the same. He shall have custody of the correspondence
files and all other papers that are to be kept by the Treasurer. He shall
maintain the members’ register, have charge of the bulletin board at the
principal office of the association. He shall also perform all such other
duties and work as the Board of Trustees may from time to time assign to him.

Section 5
Treasurer – The Treasurer shall have charge of funds, receipts and
disbursements of the association. He shall keep all moneys and other valuables
of the association in such bank or banks as the Board of Trustees may
designate. He shall keep and have charge of the books of accounts which shall
be open to inspection by any member of the Board of Trustees, whenever
required, an account of financial condition of the association and of all
transactions made by him as Treasurer. He shall also perform such other duties
and functions as may be assigned to him from time to time by the Board of
Trustees. He shall post a bond in such amount as may be fixed by the Board of
Trustees.

Section 6
Auditor – He shall examine financial records and audit money. He shall also
perform other functions as may be provided for by the Board of Trustees.

ARTICLE V
Members

Section1
Qualifications for Membership – The Board shall determine the qualifications of
an applicant for membership.

Section 2
Rights of Members – A member shall have the following rights:

a. To exercise the right to vote on all matter relating to
the affairs of the association;

b. To be eligible to any elective or appointive office of
the Association;

c. To participate in all deliberations/meetings of the
association;

d. To avail of all the facilities of the association;

e. To examine all the records or books of the association
during business hours.

Section 3
Duties and Responsibilities of the Members – A member shall have the following
duties and responsibilities:

a. To obey and comply with the by-laws, rules and
regulations that may be promulgated by the Association from time to time;

b. To attend all meetings that may be called by the Board
of Trustees;

c. To pay membership dues and other assessments of the
association.

ARTICLE VI
Suspension, Expulsion and Termination of Members

Suspension,
expulsion and termination of membership, shall be in accordance with the rules
and regulations of the association.

Any
member of the association may file charges against a member by filing a written
complaint with the Secretary of the Association. The Board of Trustees shall
call a special meeting of the members to consider the charges. The affirmative
vote of 1/3 of all the members of the association shall be necessary to suspend
a member; Provided that where the penalty is expulsion, the affirmative vote of
2/3 of all the members shall be necessary to expel a member.

ARTICLE VII
Fund

Section 1
Funds – The funds of the association shall be derived from admission fees,
annual dues and special assessments of members, gifts, donations or benefits.

Section 2
Fees and Dues - Every member of the
association shall, in addition to the membership fee pay dues and/or
assessments that may be imposed by the association from time to time.

Section 3
Disbursements – Withdrawal from the funds of the association, whether by
check or ay other instrument shall be signed by the Treasurer and countersigned
by the President. If necessary , the Board of Trustees may designate other
signatories.

Section 4
Fiscal Year – The Fiscal Year of the association shall be from January 1^st
to December 31^st of each year.

ARTICLE VIII
Corporate Seal

Section 1
Form – The corporate seal of the association shall be in such form and
design as may be determined by the Board.

ARTICLE IX
Amendments of the By-Laws

Section 1
Amendments – These by-laws, or any provision thereof, may be amended or
repealed by a majority vote of the members and by a majority vote of the
Trustees at any regular or special meeting duly held for the purpose.

Adopted this 16^th day of April 1991 in Bontoc, Mountain Province by the
affirmative vote of the undersigned members representing a majority of the
members of the association in a special meeting duly held for the purpose.

SIGNED:

BENITO MIRANDA

AMPARO RIMAS

SR. VICTORIA ARCIAGA

ADOLFO EDAN

SEGUNDA PANGILINAN

EDARLINA FAKAT

MATHILDE FANUSAN

CLAUDIO PANCHO

AMELITA PANGILINAN

HUBERT FACULLO

EDWIN FILLAG

TIMOTHY NGODCHO, S.J.