NIS-NSA Philippines Cadet Program Alumni Association, Inc.

(NNPCPAAI)
By-Laws

ARTICLE I -NAME, REGISTRATION AND STATEMENT OF PURPOSE

Section 1 - The organization shall be named as “ NIS-NSA PHILIPPINES CADET

PROGRAM ALUMNI ASSOCIATION, INCORPORATED (NNPCPAA, INC.)

Section 2 - NIS-NSA PHILIPPINES CADET PROGRAM ALUMNI ASSOCIATION,

INCORPORATED (NNPCPAAI) shall stand as the general and mother
organization of all graduates of the different partnered universities/ colleges/
schools of the NORWEGIAN SHIPOWNERS ASSOCIATION-PHILLIPINES
CADET PROGRAM (NSA-PCP) formerly known as NIS Cadets Project and NSA
Philippines Cadet Project.

Section 3 - NIS-NSA Philippines Cadet Program Alumni Association, Inc. shall be registered
with Securities and Exchange Commission as Non-Stock, Non-Profit and Non-
Religious Entity.

Section 4 - The organization envision to create a common domain for all the graduates of the
NIS-NSA Philippines Cadets Program from different partnered institutions of the
NSA project and has a mission to support and uplift the maritime industry
through the organization’s activities and members’ individual social and
intellectual capitals and other kinds of efforts in fulfilling a compliant and
competent maritime industry.

ARTICLE II- MEMBERSHIP

Section 1 - REGULAR MEMBERS - Graduates of any institutions being partnered (under a

certain memorandum of understanding or written agreement) by the NSA
Philippines Cadet Program.

Section 2 - AFFILIATE MEMBERS - Recognized academic graduates (undergraduate

status) will be considered as an affiliate members but has no power to vote or
be nominated from any NNPCPAA, INC. positions except positions that are co-
terminus to the President.

Section 3 - HONORARY MEMBERS -

a.) Norwegian Shipowners Association- Philippines Cadet Program officials and
management personnel are automatic honorary members.
b.) Norwegian Shipowners Association- Philippines Cadet Program partner
company and institutions’ officials and management personnel duly endorsed
by the project Deputy Director or the Program Administrator.
c.) Officers and Management of different companies or institutions under the
maritime industry, government and other sectors that can uphold and protect
the interest of the association.
 d.) Any person, company, or institution that can protect, uplift, serve the interest
of the organization and contributed un-selfish works in the sector where the
organization is engaging and supporting with, can be endorse by the
membership committee through a board resolution and subject for the
approval of the President.
d.) Conferment of the membership is subject for proper guidelines to be set by
the membership committee and be endorsed through a board resolution
subject for the final approval of the President.
e.) Honorary members are not allowed to vote or be nominated from any
positions of the organization except position that are co-terminus to the
President.
f.) Honorary members maybe terminated per recommendation of the
membership committee through a board resolution or through a voluntary
resignation.

Section 4 - Membership shall take effect after payment of membership fee (annual dues)
and full submission of the documentary requirements to the membership
committee.

ARTICLE III- MANAGEMENT, DUTIES, POWERS AND RESPONSIBILITIES

Section 1 - The management and administration of the NNPCPAAI shall be composed

of thirteen (13) Board of Directors. Members of the Board of Directors has to be
elected by the regular members. (See Sec. 2 of the Article II- Membership)

Section 2 - The elected Board of Directors will then elect the positions:
a.) President
b.) Vice President
c.) Secretary
d.) Treasurer
e.) Auditor
f.) Eight (8) Coordinators and will hold the following Regular Committees:
f.1) Plans and Programs Committee
f.2) Membership Committee
f.3) Ways and Means Committee
f.4) Education and Training Committee
f.5) External Relations Committee
f.6) Legal and Communications Committee
f.7) Bidding and Awards Committee
f.8) Election Committee
Section 3 - In relation to Sec. 2, Article III, the officers through the approval of the President
may create additional/special committees that will be needed to carry out the
approved annual programs and activities. The President may appoint elected
officers or members (regular or affiliate or honorary) to spearhead the additional
or regular committees through issuance of written special order.

Section 4 - PRESIDENT - Overall Elected Officer in Command of the NNPCPAAI and has
the following powers, duties and responsibilities:
 a.) To approve or veto the plans, programs, activities, amendments, budget,
appointments and other events or documents proposed/submitted by the
regular and additional/special committees.
b.) To represent the NNPCPAAI in all external activities and meetings.
c.) To preside the regular or special meetings of the organization.
d.) To appoint officers or members (regular or affiliate or honorary) in different
committees, activities or meetings.
e.) To approve and signs membership applications endorsed by the Membership
Committee.
f.) To call for special or emergency meeting through the Secretary.

Section 5 - VICE-PRESIDENT -

a.) To assist the President in all official activities, meetings and plans.
b.) To assume the position of and represent the President in the latter’s absence
and disposition.
c.) To perform other duties as maybe assigned to him by the President.

Section 6 - SECRETARY -

a.) To oversee the membership committee and its plan.

b.) To coordinate all the approved activities and plans by the Board of Directors.
c.) To prepare agenda and minutes of the meetings.
d.) To exercise supervision over administrative functions of the organization.
e.) To generate updated list of alumni members and provide
f.) To safe-keep records (hard and soft copy) of the organization and the
membership committee files.
g.) To oversight the Office of the Secretariat.

Section 7 - TREASURER -

a.) To supervise and manage all financial resources of the organization.

b.) Accountable for all financial resources, collections, expenditures and financial
records.
c.) To maintain books of account and update financial records at all times.
d.) To submit financial report and relevant financial reports as required by the
Board of Directors.
e.) To prepare annual report as reference for the next annual planning of the
Board of Directors.
f.) To perform other functions as may be required by the President.

Section 8 - AUDITOR -

a.) To spearhead the Ways and Means Committee.

b.) To check and verify the financial reports submitted by the Treasurer.
c.) To support the membership committee and its plan.
d.) To perform other functions as may be required by the President.
Section 9 - COORDINATORS -

a.) To propose strategic plans, budget and activities in every committee being
assigned.
b.) To administer activities of the organization and represent the President in his
absence.
c.) To represent the organization as authorized by the President through
issuance of special order.
d.) To support the Membership Committee and its plans and activities.
e.) To perform other functions as may be required by the President.
f.) To coordinate plans and activities approved by the Board of Directors.

ARTICLE IV- BOARD OF DIRECTORS

Section 1 - The Board of Directors shall be composed of thirteen (13) elected Directors.

Section 2 - The Board of Directors shall stand and act as the plans and policy making
body. It shall formulate annual plans of the organization.
Section 3 - The Board of Directors shall have the power to confirm or reject the
appointments made by the President. The Board of Directors if
will approve or reject an appointment made by the President or
resolutions or any matters raised to the Board of Directors, a majority
votes of seven out of thirteen (7/13) from the Directors is required.
Section 4 - The Board of Directors has the power to allocate budget with reference to the
recommendation from the Financial Committee and the Auditor.
Section 5 - Meeting of the Board of Directors shall be called by the President or majority
of the Board of Directors.
Section 6 - All approved decisions, resolutions or any issuances from the Board of the
Directors shall be final and must be implemented and affecting
committees or Member of the Board or any Member under Article III
Sections 1-3 shall bind themselves to decisions.

ARTICLE V- THE OFFICE OF THE SECRETARIAT

Section 1 - The organization shall maintain the Office of the Secretariat located at the
declared organization headquarters.
Section 2 - The Office of the Secretariat shall be spearhead by the Secretary.
Section 3 - The President will appoint through issuance of special order, a person that will
lead the Office of the Secretariat will act as the Executive Secretary.
Section 4 - Organization day to day activities and dissemination of informations including
publications shall be the main function of the Office of the Secretariat and
the budget for all incurred expenses should be charge against the funds
of the organization to be approved by the Board of Directors.

ARTICLE VI- ELECTIONS

Section 1 - Election Committee will be created six months prior the approved election date.
Section 2 - The Election Committee shall be composed of a Chairman and three (3)
committee members that will imposed the procedures and implement
rules declared by the Board of Directors.
Section 3 - Date of the election shall be announced and approved by the Board of Directors.
Section 4 - The Election Committee, Chairman and the members shall undergo proper
screening and approval from the Board of Directors.
Section 5 - Only regular members has the power to vote and be nominated for all positions.
Section 6 - Proclamation of election results shall be made within ten (10) working days after
the election date. Election records shall be kept by the Office of the
Secretariat.

ARTICLE VII - TERMS OF OFFICE

Section 1 - All elective positions shall serve a term of three (3) years after taking their oath of
office. Appointed officials/members shall be co-terminus with the term of
the President, if in case, committee had been created for special purpose,
committee members and chairman shall only serve on the specified
project timeline.
Section 2 - Elected officers and had served the association, may still be nominated and
become a candidate for any positions for a maximum of three (3) terms.
Section 3 - The Board of Directors if in case, there will be vacated positions due to
resignations, termination or removal (shall undergo proceedings and
board resolution), in the interest of the association, shall appoint member
to fill up the vacant positions.

ARTICLE VIII - FUNDS, SOURCES AND DISBURSEMENTS

Section 1 - NNPCPAA, INC. funds shall be from the following sources:

a.) Membership fees (Annual) from regular members.
b.) Membership fees from affiliate and honorary members/organizations.
c.) Pledges and Donations
d.) Special Projects/Activities collections

Section 2 - Funds disbursement shall undergo accounting procedures and be liquidated/

audited accordingly.

Section 3 - All funds shall be deposited in the bank under the name of the association and all
disbursements shall be executed jointly by the President and the Vice
President or Treasurer. (Emergency disbursements should have a
separate procedure through board resolution).

ARTICLE IX - GENERAL ASSEMBLY AND MONTHLY BOARD MEETING

Section 1 - NNPCPAA, INC. general assembly meeting shall be held twice a year
(Schedule to be determined by the President).

Section 2 - Board meeting shall be conducted once a month. If in case schedules of

board directors cannot meet the monthly meeting, there should be
no more than three consecutive postponement of the meeting.
Section 3 - The President shall preside the general assembly and the monthly board
meetings, in his absence, the Vice President shall take over with the
approval of the President or as assigned by him by the President.

ARTICLE X - IMPEACHMENT, TERMINATION AND SUSPENSION

Section 1 - Through proper investigation and procedure, the Board of Directors has the
power to suspend any elective or appointive officials who is found guilty
violating any provisions of the by-laws, policies, resolutions or
procedures. Suspension period will be determined by the Board of
Directors.

Section 2 - Elective positions are impeachable positions, if in case, impeachment will be

implemented upon gathering of at least three-fourths (3/4) vote by the
Board of Directors.

Section 3 - Appointive positions are subject for termination upon completion of the work
order, end of the term, or if found any irregularities, termination shall be
imposed by the Board of Directors.

ARTICLE XI - AMENDMENTS OF THE BY-LAWS

Section 1 - Any provisions, articles or sections of the by-laws maybe amended or suspended
upon recommendation of the Board of Directors or members of the
association. Approval of the amendment/s needs three-fourths (3/4) votes
from the Board of Directors and to be ratified by at least fifty (50%) of the
total regular members.

ARTICLE XII - EFFECTIVITY

Any amendment/s of the by-laws shall take effect thirty (30) days after the date of
the approval of the Board of Directors and ratified by the regular members duly approved by the
Securities and Exchange Commission (SEC).