BY-LAWS of the Philippine Society of Colon and Rectal Surgeons, Inc.
ARTICLE I
Section 1. The name of this corporation shall be THE PHILIPPINE SOCIETY OF COLON AND RECTAL SURGEONS (hereinafter the “Society”).
Section 2. Purposes
The purpose for which the Society is organized are:
- a. To improve the quality of care of patients with diseases of the colon and rectum;
- b. To provide a forum for presentation, discussion and exchange of information relating to diseases of the colon and rectum;
- c. To collect and publish literature relating to diseases of the colon and rectum;
- d. To promote the training and education of surgerons in disease of the colon and rectum
- e. To encourage and implement the continuing education of colon and rectal surgeons;
- f. To encourage the establishment of colon and rectal services in medical centers and academic institutions;
- g. To promote research in diseases of the colon and rectum
- h. To increase public awareness about diseases of the colon and rectum; and
- i. To undertake such other programs and activities as may be proper to promote and enhance the above purposes.
ARTICLE II
Section 1. Annual Meetings – The annual meetings of the members shall be held at the principal office of the association on ________________ of each year.
Section 2. Bi-monthly/Special Meetings – Bi-Monthly/Special meetings of the members shall be called every end of 2 months by the President of the association. During such meetings, the President shall render his bi-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, email or text, 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, if contact is not possible. The notice of every special meeting shall be considered at such meeting, except with the consent of all 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 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 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 waved 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, which shall be in writing and filed with the Secretary of the Association before the scheduled meeting.
ARTICLE III
Section 1. The Philippine Board of Colon and Rectal Surgery shall be the officially designated body of the society whose functions shall be the following:
- 1.1. Credentialing training programs in colon and rectal surgery
- 1.2. Determining eligibility for written and oral examination
- 1.3. Conducting written and oral certifying board examination
- 1.4. Recommending candidates for fellowship to the society
ARTICLE IV
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:
- 1. Must be of good moral character
- 2. Must be a Fellow of Philippine College of Surgeons
- 3. Must be a Diplomate of the Phil. Board of Colon and Rectal Surgery
- 4. Must be a Fellow of the Phil. Society of Colon and Rectal Surgeons, Inc.
Section 3. Disqualification of Directors, Trustees or Officers – No member convicted by final judgement of an offense punishable by imprisonment for a period of 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 V
Officers
Section 1. Officers – The officers of the association shall be a President, a Vice-President , a Secretary/Treasurer and a PRO/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 2 years and until their successors are duly elected and qualified.
ARTICLE VI
Functions and Powers of Officers
Section 1. President – The President shall be the Chief Executive Officer of the association. In addition to duties as such, He shall preside in all meetings of the Board of Trustees and those of the members of the association. He shall execute all resolutions and/or decisions of the Board of Trustees. He shall be charged with directing and overseeing the activities of the association. He shall appoint and have 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 an annual budget and from time to time as may be necessary, supplemental 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 the activities and operations of the association for the fiscal year under his term.
Section 2. Vice-President – The Vice-President if qualified, shall exercise all powers and perform all duties of the President during the absence or incapacity of the later and shall perform duties that maybe assigned by the board of directors. He is also the concurrent chair of the Philippine Board of Colon and Rectal Surgery.
Section 3. Secretary/Treasurer – The Secretary/Treasurer shall give all the notices required by these by-laws and keep the minutes of all the meetings of the members and all meetings 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.
He 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 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 require, an account of financial condition of the association and of all transactions made by him as Secretary/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 maybe fixed by the Board of Trustees.
Section 4. PRO/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 VII
Members
Section 1. Qualifications for Membership – The board shall determine the qualifications of an applicant for membership.
Section 2: Membership Classes
- 2.1. Fellows – highest ranking member with voting rights and eligible to hold office.
- - must have completed a certified colorectal training program in the country or a one year clinical fellowship in colorectal surgery abroad, duly recognized by the Philippine Board of Colon and Rectal Surgery.
- - must be a diplomate in the Philippine Board of Colon and Rectal Surgery.
- 2.2. Honorary Fellows – awarded by unanimous vote of the Board of Trustees to those who have made an exceptional contribution to the advancement of colon and rectal surgery or has achieved eminence in a field allied to colon and rectal surgery.
Section 3. Rights of Fellows - A fellow shall have the following rights:
- a. To exercise the rights to vote on all matter relating to the affairs of the association;
- b. To be eligible for any elective or appointive office of the association;
- c. To participate in all deliverations/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 4. Duties ad Responsibilities of Fellows – A fellow 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 association.
ARTICLE VIII
Suspension, Expulsion and Termination of Membership
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 filling 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 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 IX
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 any 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 1st to December 31st of each year.
ARTICLE X
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 XI
Amendments of the By-Law
