BY-LAWS
OF
ATENEO DE ZAMBOANGA UNIVERSITY ALUMNI ASSOCIATION (ADZUAA), INC.
(Name of Corporation)

ARTICLE I:MEETINGS 

Section 1.  Regular Meeting – The regular meeting of the members shall be held at the principal office of the association, located at the main campus of the Ateneo de Zamboanga University (ADZU), at La Purisima Street, Zamboanga City, on the first Sunday of December of each year.

Section 2.  Special Meetings - Special meetings of the members to be held at the same place as the regular meeting shall be called as the need therefor arises, by the Board of Trustees or the President or upon petition of at least fifty (50) members of the association.

Section 3.  Notice - Notice of the date, time and place of regular and special meetings of the association shall be given either personally or by posting at the ADZU alumni office bulletin board or by any means practicable or convenient, including but not necessarily limited to, publication in a local daily or broadcast in a local radio or TV station at least one (1) week before the date set for such meeting. The notice of every special meeting shall state briefly the purpose or purposes of the meeting.  Other business may be considered at such meeting with the consent of all the members present thereat. Notice of any meeting may be waived verbally by any member attending it.

Section 4.  Quorum -  A quorum for any meeting of the association shall consist of fifty (50) members, and a majority of such quorum may decide any question at the meeting, except those matters where the Corporation Code requires the affirmative vote of a greater proportion.

Section 5. Order of Business -  The order of business at the regular meeting of the members shall be as follows:

a. Proof of service of the required notice of the meeting, except when dispensed with by a majority of the attending members.
b. Proof of the presence of a quorum.
c. Reading and approval of the minutes of the previous regular meeting, except when dispensed with by a majority of the attending members.
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 majority of the attending members.

Section 6.  Voting – Each member shall be entitled to one vote, to be exercised in person.

ARTICLE II:TRUSTEES 

Section 1.  Board of Trustees – During the regular meeting of the association, there shall be elected from among its regular members of good standing a Board of Trustees to be composed of fifteen (15) members, which shall be the policy-making body of the association.  All corporate powers of the association shall be exercised, its business conducted, and its properties controlled by the Board of Trustees.

Section 2. Qualifications - The trustees to be elected must be of legal age and possessed of the following qualifications:

1. A registered regular member in good standing
2. Of good moral character.
3. A resident of Zamboanga City.
4. Willing to commit his time to serve the association.
5. Is not disqualified as provided hereinafter.

Section 3.  Disqualification of Trustees or Officers -  No member convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or found by the association’s Board of Trustees to have violated any provision of the association’s By-Laws committed within five (5) years prior to the date of his election or appointment, shall qualify as a trustee or officer.

No three (3) or more members belonging to the same graduating class or year shall qualify to
serve as trustees simultaneously.

Section 4.  Term of Office - The members of the Board of Trustees shall be elected at large by the members of the association during the regular meeting of each year. To ensure continuity of the administration and policies of the association, the following scheme of term of office is hereby adopted: The trustees with the first five highest number of votes shall serve for three (3) years; the second five highest shall serve for two (2) years; and the third five shall serve for one (1) year.  Each year the members of the association shall elect five (5) members of the Board of Trustees, each for a term of three (3) years, to fill up the vacancies resulting from the expired terms of five members of the Board.

The method of election of the incumbent trustees of the Ateneo de Zamboanga Alumni Association, including their respective terms of office in accordance with the above, is recognized, and they shall continue in office until their individual terms shall have expired.

Immediately after their election, the members of the Board of Trustees shall elect from among themselves the officers of the association who shall immediately assume office after having qualified thereto.

Section 5.  Board Meetings  - The members of the Board of Trustees shall have a regular monthly meeting on a day to be fixed by the Board. Special meetings shall be held upon call of the President or a majority of the Board, whenever necessary. Written notice of every special meeting shall be given at least two (2) days prior to the meeting. The notice shall state the purpose or purposes of the meeting.

Section 6.  Forfeiture of Membership – A trustee who incurs three (3) unexcused absences in regular meetings shall automatically forfeit his membership in the Board. The Board shall determine whether any absence is unexcused.

Section 7. Removal, Death, Resignation or Incapacity of the President/Vice-President - In the event of removal of the President from office or in case of his death, resignation, or inability, whether temporary or permanent, to discharge the powers and duties of said office, the same shall automatically devolve upon the Vice-President.  In the event of the removal of the Vice-President from office or in case of his death, resignation, or inability, whether temporary or permanent, to discharge the powers and duties of said office, the Board of Trustees shall elect from among themselves a Vice-President. In the event of the removal of both the President and Vice-President from office or in case of their death, resignation, or inability, whether temporary or permanent, to discharge the powers and duties of their offices, the secretary of the Board of Trustees shall immediately call a special meeting of the Board to elect the new President and Vice-President.

Section 8.  Vacancy in the Board - In the event of any vacancy in the Board of Trustees, for whatever cause, the same may be filled up by the President by appointing a regular member of the association of good standing who shall serve the unexpired term, subject to confirmation of the Board of Trustees.

Section 9.  Term Limit – No member shall serve as trustee for more than three (3) consecutive terms.

ARTICLE III: OFFICERS/COUNCIL OF ADVISERS

Section 1. Officers -  The officers of the association shall be a President, a Vice-President, a Secretary, a Treasurer, an Auditor and a Public Relations Officer. 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 - All officers of the association shall hold office for one (1) year and until their successors are duly elected and qualified.

Section 3. Council of Advisers – There shall be a Council of Advisers composed of the three (3) immediate past Presidents of the association, who shall serve as advisers of the Board. Upon invitation of the President, they may attend meetings of the Board of Trustees, but with no voting authority.

Section 4.  Term Limit – No officer shall serve in the same position for more that three (3) consecutive terms.

ARTICLE IV: FUNCTIONS & POWERS OF OFFICERS

Section 1. President - The President shall be the Chief Executive Officer of the association. He shall preside in all meetings of the members of the association and the Board of Trustees.

            He shall execute all resolutions of the Board of Trustees. He shall be charged with directing and overseeing the activities of the association.  He shall submit to the Board as soon as possible after the close of each fiscal year, a complete report of the activities and operations of the association for the fiscal year under his term.

Section 2.  Vice- President - The Vice-President shall exercise all powers and perform all duties of the President during the absence of incapacity of the latter and shall perform duties that may be assigned by the Board of Trustees.

Section 3.  Secretary - The Secretary shall give all notices required by these By-Laws and keep the minutes of all meetings of the members and of the Board of Trustees 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 members register and the correspondence files 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 4.  Treasurer - the Treasurer shall have charge of the funds, receipts and disbursements of the association.  He shall keep all moneys and other valuables of the association in such banks as the Board of Trustees may designate.  He shall keep and have charge of the books of accounts.  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 5. Auditor - He shall examine and audit the books and financial records of the association. He shall perform such other duties and functions as may be assigned to him from time to time by the Board of Trustees.

Section 6. Public Relations Officer - The Public Relations Officer shall be responsible for the promotion of the ideals of the association among the members and the good relation of the association with the public in general.  He shall also be responsible for the publication or dissemination of materials as the President may direct from time to time.

ARTICLE V: MEMBERS

Section 1.  Regular Members – All persons who graduated from the Ateneo de Zamboanga, including Grade School, High School, College, Graduate School, Medical School, or any preparatory or special courses offered by the Ateneo de Zamboanga are the regular members of the association.

Section 2. Honorary Members – Faculty members of the Ateneo de Zamboanga and persons who have studied for at least two consecutive years at the Ateneo de Zamboanga may, upon application, acceptance and registration, become honorary members of the association.

An Acceptance Committee, composed of three (3) members of the Board of Trustees appointed by the President, shall be created for the purpose of screening and recommending to the Board of Trustees the acceptance of honorary members.

Section 3.  Fees, Dues and Assessments - All new members, regular or honorary, shall upon registration, pay a membership fee and thereafter pay the annual fee and all other fees or dues that the association may hereinafter impose.

Section 4.  Rights of Regular Members – A regular member in good standing shall have the following rights:

1. To participate in all the meetings of the association.
2. To vote on all matters presented during the meetings.
3. To be eligible for any elective or appointive office of the association.
4. To avail of all the facilities of the association.
5. To examine all the records or books of the association during business hours.

Section 5.  Rights of Honorary Members – An honorary member has the same rights as regular members except the right to vote and be voted upon.

Section 6.  Duties and Responsibilities of  Members - A member shall have the following duties and responsibilities:

1. To obey and comply with the By-Laws, and the rules and regulations of the association.
2. To attend all meetings of the association.
3. To pay membership dues and other assessments of the association.

ARTICLE VI: SUSPENSION, EXPULSION AND TERMINATION OF MEMBERSHIP

             Suspension, expulsion and termination of membership shall be in accordance with the rules and regulations to be approved by the Board of Trustees.

            No membership shall be suspended or terminated except upon observance of  due process.

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 immediately call a special meeting to hear, consider and decide upon the charges.  The affirmative vote of a majority of all the members of the Board of Trustees shall be necessary to suspend a member; provided that where the penalty is expulsion, the affirmative vote of at least fifty (50) members of the association shall be necessary.

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, and other sources approved by the Board of Trustees.

Section 2.  Fees and Dues – Every member of the association shall, in addition to the membership fee,  pay such dues and assessments that may be prescribed by the Board of Trustees from time to time.

Section 3. Disbursements – All monies of the association shall be kept and deposited in a bank operating in Zamboanga City to be designated by the Board. Withdrawal of funds therefrom, whether by check or any other bank instrument, shall be signed by the Treasurer and countersigned by the President.  If necessary, the Board of Trustees may designate other trustees as signatories.

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

ARTICLE VIII: CORPORATE SEAL

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 present in a regular or special meeting held for the purpose and by a majority vote of the Board of Trustees at any regular or special meeting duly held for the purpose.

            ADOPTED this 7th day of December ---- 2007 in Zamboanga City, by the affirmative vote of the undersigned members representing a majority of the members of the association in a special meeting held for the purpose.