PERSONNEL OFFICERS ASSOCIATION OF THE PHILIPPINES, INC.

Room 310 Delta Bldg., West Avenue, West Triangle, Quezon City 1104 (02)373-0817; 373-3468
Website: www.poap.org.ph

NEW BY-LAWS
OF THE
PERSONNEL OFFICERS ASSOCIATION OF THE PHILIPPINES (POAP), INC.

ARTICLE I

OFFICE

The office of the Association shall be located at Room 310, Delta Building, West Avenue corner
Quezon Avenue, Quezon City, Metro Manila, Philippines. The Association may transfer the said
office to any other place within the Philippines, from time to time, in the best interests of the
Association, its members, supporters, benefactors, and clients.

ARTICLE II

MEMBERSHIP

Section 1. DEFINITION OF MEMBERS OF THE ASSOCIATION

The members of the Association are those officials and employees who are or have been duly
appointed in the government service inclusive of the advocates of sound human resource
management and/or administrative practices. There is a special definition accorded “Associate
Members.”

Section 2: CLASSIFICATION OF INDIVIDUAL MEMBERS

2.1 Charter Members. Incorporators in 2010 including the organizers in 1957 and
incorporators in 1960.

2.2 Regular Members. Human Resources Management Officers (HRMOs) ,

advocates or practitioners of sound human resource management and/or
administrative practices who have complied with the following:

1. Have filed Application for membership.

2. Paid the prescribed dues and fees

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 3. Approved by the Board upon recommendation of the Membership
Committee; and
4. Have taken their Oath of Office

2.3 Lifetime Members. Regular members of the Association in good standing for at
least three (3) consecutive years, have paid the prescribed lifetime fee and
recommended by the Membership Committee to the Board for upgrade of
membership to lifetime status.

2.4 Associate Members are advocates in the practice of sound human resources
and/or administrative management practices who are not employed in
government service. To qualify, they shall likewise comply with the same
conditions as the regular members. In addition, they may attend the Annual
General Membership Meeting (AGMM) and other business meetings as
observers.

Section 3. MEMBER IN GOOD STANDING

A member is considered in good standing for as long as one exercises diligently the duties and
obligations of membership under these By-Laws and those which may be prescribed by the
Association and/or the Board of Directors from time to time. (A member shall enjoy all the
rights, privillages, benefits and prerogatives of membership as provided for in these By-Laws
and for as long as one remains in good standing. Provided: That membership shall
automatically cease when a member is separated from the public service for cause.

The duties and obligations mentioned above shall include the following:

3.1 Regular updating of dues, other prescribed fees i.e., no outstanding financial
obligation with the Association; AND

3.2 Participation in any one or more of the following major activities of the POAP
during the current year as follows:

3.2.1 Any POAP training or one major activity of the organization within the
calendar year; or

3.2.2 Active membership in any of the Standing Committees; or

3.2.3 Attendance to the Annual General Membership Meeting (AGMM).

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Section 4. RIGHTS, PRIVILEGES AND OBLIGATIONS OF MEMBERS IN GOOD STANDING

Subject to the provisions of these By-Laws, and the Implementing Rules and Regulations (IRR)
members of good standing shall have the right to attend and participate in all activities and
meetings of the Association or the Chapter of which they are members. Provided: That only
charter, lifetime, and regular members in good standing for at least one (1) year shall have the
right to vote in the general elections.

The rights of a member in good standing are as follows:

4.1 Ten percent (10%) discount in the payment of annual dues and five percent (5%)
discount from the Annual Conference fee and other major activities as may be
scheduled from time to time.

4.2 Vote in the general elections for the members of the Board of Directors;

4.3 Run for an elective post provided he/she is a member in good standing for at
least two (2) consecutive years prior to election;

4.4 Accept or decline appointment in any one or more of the standing committees
as may be required by the Board of Directors;

4.5 Utilize participation in POAP seminars for promotion purposes and/or towards
a degree program as may be accredited by appropriate institutions.

Section 5. INACTIVE MEMBER

5.1 One who fails to maintain his status in good standing for two (2) prior
consecutive years, provided they are properly notified.

5.2 An inactive member who wishes to revive one’s membership must pay a
reactivation fee equivalent to the initial membership fee and annual dues for
the current year. The periods of Inactivity.

5.3 An activated member shall be deemed regular member as of the data of

reactivation of membership.

Section 6. LOSS OF MEMBERSHIP

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 A member who:

6.1 Voluntarily withdraws in writing one’s membership from the Association; or

6.2 Is separated from public service for cause; or

6.3 Is permanently incapacitated by illness or death; or

6.4 IS CONTINUOUSLY INACTIVE FOR THREE OR MORE YEARS FOR AS LONG AS
PROPERLY NOTIFIED

6.4 Is disciplined by the Board of Directors upon recommendation of the

Membership Committee for failure to perform legitimate duties and obligations
of a member in good standing.
6.5 Is member of the Association who has lost his/her membership may reapply as a
new member of the association provides his/her is still as of the active service
in the government.

ARTICLE III

DUES AND FEES

Section 1. For a regular member There shall be an initial membership fee of Three Hundred
Fifty Pesos (P350.00) and annual dues of Two Hundred Pesos (P200.00) only. An inactive
member who wishes to revive one’s membership must pay a reactivation fee equivalent to the
initial membership fee and annual dues for the current year.

Section 2. The lifetime membership fee for a regular member shall be Two Thousand Pesos

(P2,000.00); As lifetime member, s/he shall be exempt from payment of the annual dues for

life.

Section 3. Associate Member. For an associate member, there shall be an initial membership
fee of Two Hundred Pesos (P200.00) and annual dues of One Hundred Pesos (P100.00) only.

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Section 4. Adjustment of Fees. The Board of Directors by a two-thirds vote (2/3) vote, may
adjust the lifetime membership, regular membership, or annual dues as the prevailing situation
demands.

Section 5. Special Fees. In special cases, members may be requested to contribute for specific
purposes, in such amount (s) or may be determined by the Board of Directors.

Section 6. Official List of Members.

The Membership Committee shall be responsible for the creation, maintenance, updating and
issuance of the Official Memberships List, indicating the full name of members, position held,
agency, location, category and other relevant information.

ARTICLE IV

THE ASSOCIATION

Section 1. ANNUAL GENERAL MEMBERSHIP MEETING

1.1 The Board of Directors is the highest policy determining body of the Association
but whose actions shall be ratified in the Annual General Membership Meeting.

1.2 The Association is composed of duly assembled charter, lifetime, and regular
members.

Section 2. POWERS OF THE GENERAL MEMBERSHIP ASSEMBLY

Members in good standing present during the General Assembly are empowered to do the
following:

2.1 To approve or amend the Articles of Incorporation and By-Laws of the

Association;
2.2 To ratify / confirm the previous year’s Minutes of the Annual General
Membership Meeting (AGMM) and the Report of Operations;
2.3 To elect the members of the Board of Directors.

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Section 3. DATE OF THE ANNUAL GENERAL MEMBERSHIP MEETING (AGMM)

The Annual General Membership Meeting of the Association shall be on the first Friday of
December to coincide with the National Conference unless written notice of such meeting shall
be specified for another date.

Should there be no national conference in any given year for practical reasons or any
circumstance which would render the holding of the Annual General Meeting of Members and
election of the Board uneconomical or impractical, the Association may have its election
through electronic means or postpone / defer such election to the next Annual General
Membership Meeting. Provided, that the incumbent members of the Board whose terms are
due to expire shall hold office until their successors shall have been elected and qualified.

Section 4. QUORUM

Majority of charter, lifetime, and regular and associate members in good standing who are
present during the Annual General Membership Meeting (AGMM) shall constitute a quorum to
decide on any matter or transact any business, unless the law provides otherwise. In the
absence of a quorum, those present at the time and place set for the meeting may adjourn
from time to time until a quorum shall be present.

Section 5. PROXY VOTING

Every charter, lifetime, and regular and associate member in good standing is entitled to one
vote. Voting by proxy is not allowed.

Section 6. NOTICE OF MEETINGS

Written or electronic notice of the Annual General Membership Meeting including the date,
venue and agenda shall be sent to each charter, lifetime, regular and associate members at
least ten (10) days prior to the date of such meeting.

Section 7. SPECIAL MEMBERSHIP MEETINGS

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Special Membership Meetings may be called by the Board through a majority vote or on
demand of at least twenty (20) charter, lifetime, regular and associate members in good
standing. Notices may be sent in writing or through electronic mail or short messaging system
(SMS) stating the date, time, venue, and agenda at least ten (10) days prior to the date of such
meeting.

Section 8. MINUTES OF MEETINGS

Minutes of all meetings of the members shall be kept and carefully preserved as a record of the
business transacted at the meetings. The minutes shall contain such entries as may be
required by law. All records shall remain at the principal office of the Association.

ARTICLE V

THE BOARD OF DIRECTORS

Section 1. GENERAL MANAGEMENT

The general management of the Association shall be vested in a Board of Directors composed
of fifteen (15) members.

Section 2. ELECTION OF THE MEMBERS OF THE BOARD OF DIRECTORS

A charter, lifetime, and regular member in good standing for at least two consecutive years
prior to the election, shall be qualified to be elected as a member of the Board of Directors.
The members of the Board shall be elected by secret ballot in the Annual General Membership
Meeting (AGMM) of the Association.

The first set of elected members of the Board of Directors for the POAP’s 2 nd fifty (50) years of
existence as a corporate entity shall serve staggered terms as follows:

2.1 Three (3) years for those who garnered the first to the fifth highest votes;

2.2 Two (2) years for those who garnered the sixth to the tenth highest votes; and

2.3 One (1) year for those who garnered the eleventh to the fifteenth highest votes.

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Henceforth, the elected members of the Board as certified by the Comelec shall serve for a
term of three (3) years and may continue to do so until their successors have been duly
elected and qualified. Provided, that if a special election is called for the purpose of filling up a
vacancy, such special election shall be held not later than the next succeeding Annual General
Membership Meeting. Provided, finally: That in case of a deadlock, the winner shall be decided
by drawing of lots by and among the candidates who received equal number of votes.

Section 3. LIMITATION ON THE TERM OF OFFICE OF MEMBERS OF THE BOARD OF DIRECTORS

A member of the Board who shall have served two (2) succeeding terms of office, shall not be
eligible for re-election. Provided: that such member who shall have served such two (2)
succeeding terms shall be eligible for election only after an interval of at least one (1) year.

Section 4. VACANCY IN THE BOARD OF DIRECTORS

Any vacancy in the Board resulting from resignation, incapacity, recall and other modes of
separation except removal or expiration of term may be filled by the Board of Directors, upon a
majority vote, by appointment of any charter, lifetime, regular member in good standing for at
least two (2) years preceding the appointment. Provided: That the appointee/successor shall
serve only for the unexpired portion of the term of the member of the Board so separated and
shall be temporary in nature. Provided further: That if the vacancy occurs six (6) months prior
to the regular election, the vacancy shall no longer be filled.

Section 5. POWERS, AUTHORITY AND PREROGATIVES OF THE BOARD OF DIRECTORS

The Board shall manage the business of the Association and shall have such powers, authority,
and prerogatives (a) as are provided in existing laws of the government of the Republic of the
Philippines and their implementing policies, rules, regulations, procedures, and processes; (b)
as required by the Securities and Exchange Commission (SEC) including but not limited to the
pertinent provisions of the SEC Memorandum Circular No.6-09 (Revised Code of Corporate
Governance); and (c) as provided in the Articles of Incorporation of the Association; and as
specifically listed below.

The Board may delegate the implementation of any of its specific powers, authority, and
prerogatives to the President, to any other officers of the Association, or to a standing
committee or a special ad hoc committee it shall create, subject to confirmation by the Board
of such implementation in its regular or special meeting immediately following such
implementation.

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Specifically, the Board shall:

5.1 Execute the Association’s vision, mission, major goals and objectives, programs,
projects and activities provided hereunder, and those which may be adopted
and approved by the regular and lifetime members in their annual regular or
special meetings, upon its recommendation.

5.2 Adopt the Implementing Rules and Regulations (IRR) for all the foregoing. All
the implementing actions which shall be taken by the Board pursuant to said
Implementing Rules and Regulations (IRR) shall form part of the President’s
Report in the Annual General Membership Meeting.

5.3 Acquire by purchase, exchange, donation or lease any real or personal property
as shall be necessary for its operations, the upkeep of its official records and
other properties or resources; it may also borrow in the name of the Association
for said acquisition; and create, make and issue deeds of mortgages, trusts,
negotiable instruments, and other forms of securities, including bonds.

5.4 Enter into partnership with reputable institutions in pursuance of the POAP’s
vision and mission.

5.5 Initiate, create and register as it may deem necessary municipal, provincial,
regional chapters/federations/subsidiary associations to enhance the
attainment of the objectives and purposes of the Association and to promote
the best interests and welfare of each member.

5.6 Hold an annual planning session within ninety (90) days before the end of every
calendar year for the purposes of determining and adopting:

5.6.1 The programs, projects, and activities of the Association for the
ensuing calendar year and the projected income therefrom;

5.6.2 The annual budget for operations for the ensuing calendar year which
shall clearly show the projected revenues and expenditures;

5.6.3 The personnel structure and plantilla which the Association may be
able to sustain during the ensuing year based on the adopted programs,
projects and activities; and

5.6.4 Other significant matters necessary for the effective operations of the
Association.

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 5.7 Cause the appointment/reappointment of an External Auditor before the start
of every calendar year who shall conduct an independent review of the
financial status of the Association, as previously verified by the Association’s
own Internal Auditor. The External Auditor shall certify the financial status of
the Association in accordance with the requirements and prescribed forms of
the Bureau of Internal Revenue and the Securities and Exchange Commission.

Section 6. PRIVILEGES OF THE OFFICERS

As may be allowed by law, all officers of the Association and other Board Members may be
granted privileges upon approval by the Board of Directors sitting en banc. Provided: That any
decision arrived at by the Board of Directors on such a privilege/privileges shall be part of the
President’s Annual Report.

Section 7. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors shall hold an organizational meeting on the month immediately
following the general elections and for which meeting no formal notice shall be required, for
the election of Executive Officers, Chairpersons and Members of Standing Committees.
Provided however, that election of the Permanent Officers/Executive Committee (ExeCom)
shall be done through secret ballots.

Regular monthly meetings shall be held on such day, time and place, as the Board, may from
time to time, fix. Should the regular monthly meetings be impractical for economic or other
valid reasons, the Board may instead hold quarterly meetings at a date, time, and place agreed
upon.

Special meetings of the Board may be called by the President with due notice to each Board
Member or upon the written request of three (3) directors, notice of which shall be
communicated at least three (3) working days before said meeting. For regular Board
meetings, such prior notice may be dispensed with if majority of the directors indicate by
personal or electronic means that they can be present in such meeting.

Section 8. QUORUM

Except in those cases where the law and these By-Laws provide otherwise, a majority of the
Board shall be necessary at all meetings to constitute a quorum for the transaction of any

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business, and every decision of a majority of the quorum duly assembled as a Board shall be
valid as a corporate act. Provided: That in the absence of a quorum, at least three (3) directors
may constitute itself into an Executive Committee to discuss the items in the agenda and act
for the Board. Provided further: That such action shall be referred to the Board Members who
were not present, for their confirmation at the next succeeding Board meeting wherein a
quorum is present. Provided finally: That in case where an immediate operationalization of
such an action is deemed immediate by the Executive Committee, such action shall be referred
to the Board Members who were not present, through any convenient means, through
referendum for their consideration and approval.

Section 9. RECALL OF A DIRECTOR

9.1 Failure to attend the regular quarterly meetings inclusive of the national conference
in a calendar year, without justifiable reason, shall be cause for recall from the
Board. Provided, That a two-thirds (2/3) vote of the Board sitting en banc, shall be
required to effect such recall.

9.2 Any member of the Board who fails to attend the required number of meetings
shall be officially reminded by the Corporate Secretary in writing on the possible
imposition of a recall order by the Board of Directors.

ARTICLE VI

OFFICERS

Section 1. The following provisions shall govern matters regarding its officers:

1.1 Permanent Officers. The Association shall have the following permanent
officers:

1.1.1 President

1.1.2 Vice-President

1.1.3 Corporate Secretary

1.1.4 Treasurer

1.1.5 Internal Auditor

1.1.6 Public Relations Officer

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 1.1 The foregoing officers shall be elected by the Board of Directors from among
themselves at the Organizational Meeting after their election through secret
balloting, to serve for a term of one year.

1.2 Any vacancy in any office, except as herein provided, may be filled by the Board of
Directors at any meeting only for the unexpired portion of the term. All officers,
shall hold office until their respective successors shall have been elected and duly
qualified.

Section 2. DUTIES AND RESPONSIBILITIES OF THE OFFICERS

2.1 The President shall :

2.1.1 Have general supervision over the affairs of the Association and over the
secretariat staff, subject however, to the authority of the Board;

2.1.2 Sign with the Corporate Secretary all deeds and other official and formal
agreements and instruments, except as otherwise provided by these By-
Laws or by the Board of Directors;

2.1.3 Preside at all meetings of the Board and the Executive Committee
(ExeCom);

2.1.4 Countersign all disbursements made by the Treasurer;

2.1.5 Implement all policies, decisions, and resolutions adopted by the Board
of Directors;

2.1.6 Prepare the final schedule of trainings/seminars and development

programs including the syllabus, line-up of resource persons and all
other pertinent data, subject to final approval by the Board; and

2.1.7 Perform such other functions as may be authorized and delegated to the
President by the Board.

2.2 The Vice-President shall perform all the duties of the President in the latter’s
absence or temporary disability or incapacity, including the following:

2.2.1 Act as Chair of Oversight Committee to ensure adequate program

linkages and continuity and oversee and audit functions of other
standing committees that may be created by the Board;

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 2.2.2 Identify and initiate actions on performance gaps of various programs
and projects of the Association;

2.2.3 Assist the President in the preparation of the final schedule of

training/seminars and development programs as stated in 2.1.6; and

2.2.4 Perform such other functions as may be delegated by the Board.

2.3 The Secretary shall:

2.3.1 Record the minutes of the meetings and proceedings of the Board of
Directors/Executive Committee and General Assembly as well as other
records of the Association;

2.3.2 Counter-sign the Certificates of Membership to be countersigned by the

President; and

2.3.3 Perform such duties as may be assigned by the President and the Board.

2.4 The Treasurer shall:

2.4.1 Act as the custodian of the funds and assets of the Association;

2.4.2 Collect fees, dues, and other financial obligation(s) of the members
accruing to the Association. Such funds collected or received shall be
deposited in such bank or banks designated by the Board. All vouchers
covering disbursements shall be signed by the Treasurer and
countersigned by the President.

2.4.3 Prepare and submit financial reports in accordance with standard

accounting and auditing rules and other documents as may be required
by the Board of Directors and other financial regulatory agencies such as
but not limited to the Security and Exchange Commission (SEC), Bureau of
Internal Revenue (BIR), and Quezon City Government offices. S/He shall
render the Audited Year-End Financial Report to the Association on its
Annual General Membership Meeting.

2.4.4 Perform such duties as may be required by law, prescribed by regulatory

agencies, and the Board of Directors.

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 2.4.5 Provided Further, the Treasurer must be bonded within one (1) month
from assumption to duty, with sufficient securities for the faithful
performance of one’s duties.

2.4.6. Provided Finally, that s/he shall hold office at the pleasure of the Board of
Directors as recommended by the President. The Treasurer may, subject
to Board approval, assign the routine or administrative duties of the
position to one or more employees of the Association.

2.5 The Internal Auditor Act or Chairman of Internal Audit Committee at who shall
perform the inspection and verification of all the Association’s financial
accounting and auditing activities in order to make sure that the Articles of
Incorporation and By-Laws of the Association are being followed and
maintained. S/ He shall make a general audit of the books and other records of
the Association and render a report of the audit to the Board of Directors at
least twice a year. Such function shall be separate and independent of the
External Auditor.

2.6 The Public Relations Officer shall take charge of promoting good relations
between the Association and the public as well as take charge of disseminating
the important activities of the organization. S/He shall promote the interest
and welfare of the Association through all known media of communication.
Provided, That each press release shall be cleared with the President. The Public
Relations Officer shall perform such other duties as may be prescribed by the
Board.

ARTICLE VII

THE EXECOM

SECTION 3 TERM OF OFFICE

The Executive Committee is composed of the following officers.

The Execom is the think level of the board composed of the following
officers.

1. President

2. Vice President

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 3. Treasurer

4. Internal Auditor

5. Public Relation Officers

THE EXECOM SHALL

1. Conduct continuing study/review of policies practices, programs projects and recommend
appropriate actions the Board.

2. Monitor the Implementation of annual plans and recommend to the board the actions
required on necessary. The Net Corporate Secretary shall provide Secretarial Service to the
Execom.

3. Annual Planning workshop

4. Noticed Conference well set on as before the end of September every year.

5. Prepare annual plan for submission 4th quarter to the board at its 2nd quarter meeting.

6. Prepare the plan for the annual Associate meeting and national Conference for submission
to the board at its 3rd quarter meeting.

7. Report to the board at its 4th quarter meeting the state of preparedness for the annual
meeting assembly and net conference.

8. Monitor the smooth executive of the AG.M.A and net conference

9. Submit to the Board the Conference Proceedings of the previous year not later than 3 rd
quarter board meeting.

ARTICLE VIII

STANDING COMMITTEES

Section 1. The Association shall have the following Standing Committees to be composed of
one Chairperson and at least three members all of whom shall be of good standing. Provided
however, that Committee Chairs shall come from the Board.

1.1 Committee on Rules, Legislation and Legal Matters. It shall, among others, (a)
undertake continuing examination and study of the policies, rules, and
obligations of the Association and/or its officers and members to keep them
current and relevant; and (b) conduct legal studies and researches and prepare

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 documents/drafts of proposed legislation/executive issuances which are
deemed necessary for the appropriate action of concerned authorities.

1.2 Committee on Membership. It shall, among others, (a) develop, conduct and
recommend mechanisms to encourage membership with a view to recruiting
them and maintaining their active participation in the Association; (b maintain
regularly an updated records of membership.

1.3 Committee on Finance. It shall, among others, (a) study, pursue and undertake
ways and means to improve the financial condition of the Association; and (b)
conduct, develop and recommend policies and procedures in effecting prudent
allocation of resources of the Association.

1.4 Committee on Personnel/Human Resource Studies and Research. It shall,

among others, (a) gather and organize updates on CSC issuances, legislation,
landmark court and CSC decisions relative to HRM policies and practices and
coordinate with Committee on Publications for information dissemination; and
(b) conduct studies and research on human resource management; and (c)
recommended/promote activities for the enhancement of knowledge/skills and
orientation of HRM practitioners.

1.5 Committee on Publications. It shall, among others, (a) publish yearly, the CSC
Implementing Rules and Regulations and Memorandum Circulars; (b) prepare
and publish updated conference proceedings with the approval of the Board;
and (c) post/publish news and updates on the POAP website.

1.6 Committee on External Affairs. It shall, among others, (a) establish ways and
means to maintain networking and collaboration with government agencies,
associations, organizations, or groups of individuals involved in human resource
management both local and abroad, such as that of financial support for POAP
activities, use of facilities, and sharing of expertise and best practices.

Section 2. As may be allowed by law, the Board of Directors may determine and grant
privileges to the Board of Directors, Committee Chairpersons and Members, which they may
enjoy, upon recommendation of the Finance Committee.

ARTICLE VIIII

CHAPTERS

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Section 1. When necessary, the Association may organize chapters in all administrative
regions of the country and a chapter for the national agencies including government-owned or
controlled corporations, government financial institutions, state universities and colleges, and
offices and agencies in the judicial and legislative branches of the government based in Metro
Manila, subject to approval in a General Assembly.

1.1 Twenty (20) lifetime regular and regular members in good standing may, on their
own initiative, organize department-wide, institutional or provincial chapters.
Provided: That authority to organize should first be sought from and approved by
the Board of Directors. Provided further: That only those with Certificate of
Recognition of a chapter issued by the Board shall be entitled to use the name of
the Association.

1.2 A member in good standing shall be eligible to join not more than three (3)
chapters where he may qualify. Provided: That the basis for membership in the
local levels shall be the location of his workplace. Provided further: That
membership in such chapters shall cease when a member transfers to another
Department or province, as the case may be.

Section 2. Each chapter shall have a chairman and such other officers and committees it may
deem necessary.

Section 3. Any chapter may adopt its own internal policies, rules and regulations not
inconsistent with the Articles of Incorporation and By-Laws of the Association. Provided: That
the same shall take effect only upon approval of the Board of Directors.

Section 4. DUES AND FEES

4.1 All annual dues specified under Sec.1 of Article III or as amended by the Board
including the subsequent membership fees to the Association collected by the
Chapter shall accrue directly to the Association. These shall be remitted quarterly
by the Chapter to the Association not later than the end of a semester and failure
to do so shall be ground for withdrawal of its Certificate of Recognition.

4.2 The chapter may impose upon its members fees, dues and contributions it may
deem necessary for its activities which shall fully accrue to the Chapter.

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 4.3 It shall be a prerequisite for a Chapter member to maintain his membership in the
Association in good standing as defined in Sections 5,6 and 7 of Article II of the By-
Laws before such member can enjoy the same status in the chapter.

Section 5. Every chapter shall submit to the Board of Directors of the Association an
annual report of its activities and an annual audited financial statement within the first quarter
of the succeeding year and such other reports as the Board may require from time to time.
Provided: That the Board of Directors of the Association may require the audit of any chapter
as it deems necessary.

Section 6. Any chapter may be dissolved by a two thirds (2/3) vote of its members, or by a
three fourths (3/4) vote of the Board of Directors of the Association in a special meeting
specifically called for the purpose. For this purpose, the assets of a dissolved chapter shall be
held in escrow by the Association. Should the Chapter members fail to reorganize the chapter
within three (3) years after the dissolution, all assets of the Chapter shall be transferred to the
Association.

ARTICLE IX

COUNCILS

Section 1. The Association may create an Advisory Council from among the charter
members, past Presidents, honorary members of past Boards of Directors that a Board of
Directors shall initially select for membership. Subsequent membership therein shall rest with
the Council.

Section 2. The Council shall offer advice to the Board in developing constructive policies,
standards, procedures, programs and other activities that will professionalize the corps of
government HRM or personnel practitioners.

Section 3. Except for the President who shall be its Executive Officer, the Council is
authorized to elect such other officers from among its members and to fix its own rules or
procedures concerning approval of policy declaration and other business matters.

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Section 4. In the performance of its functions, logistical support and/or assistance shall be
provided by the Board of Directors.

Section 5. The Association may create other councils as it may deem necessary.

ARTICLE X

INTERNAL RULES AND REGULATIONS (IRR)

The Board is authorized and may adopt its own internal policies, rules and
regulations not inconsistent with the Articles of Incorporation and By-Laws, as
amended, of the Association.

Fiscal year of the Association is from January 1 to December 31 of each

year.

ARTICLE XI

AMENDMENTS TO BY-LAWS

These By-Laws may be repealed or amended by a unanimous vote of the Board of

Directors and a three fourths (3/4) vote of all the members present during the annual
membership meeting or a special meeting called for this purpose.

ARTICLE XII

FORMAL ADOPTION OF THE BY-LAWS

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 The foregoing By-Laws were adopted by the unanimous consent of majority of the
members in a meeting called for the purpose on December 11, 2009 at Pasay City, Metro
Manila, Philippines.

IN WITNESS WHEREOF, the undersigned members present at said meeting thereat in

favor of the adopted By-Laws, have hereunto subscribed.

Pasay City, Philippines, December, 2009.

ROSTER OF MEMBERS WHO APPROVED the ADOPTION OF THE AMENDED BY LAWS

QUEZON CITY, PHILIPPINES, DECEMBER 11, 2015

PRINTED NAME(s) SIGNATURE Gov’t. Issued ID No.

(Sr. ID, GSIS, Office ID No.)

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