Section 1. Name. The name of this corporation shall be "Association of General and Flag Officers, Inc." (AGFO), hereinafter referred to as the "Association".
Section 2. Principal Office. The principal office of the Association shall be located at the AGFO Center, Natividad Ave., Camp General Emilio Aguinaldo, Quezon City, Philippines. (As amended by the Board on 11 Sept 2014 and by the members on 12 December 2014)
Section 3. Seal. The corporate seal of the Association shall be as designed and approved by the Board of Directors of the Association.
Section 1. Categories. Members of the Association shall be categorized as honorary, regular and associate.
Section 2. Honorary Member. The President and Commander-in-Chief of the Armed Forces of the Philippines (AFP) shall be an ex-officio honorary member of the Association. He is exempted from paying any fee, dues or assessments, but cannot vote or be voted upon. There shall be no other honorary member.
Section 3. Eligibility Requirements. The following shall be the eligibility requirements for:
- Regular Membership - One must have been appointed as a general or flag officer in the AFP or its equivalent rank in the Philippine National Police (PNP), Philippine Coast Guard (PCG), Bureau of Fire Prevention (BFP), Bureau of Jail Management and Penology (BJMP), and other armed services of the Philippine government as determined by the Board.
- Associate Membership - One must be a general or flag officer of a country with which the Philippines has diplomatic relations, who is residing in the Philippines.
- Regular Membership - One must have been appointed as a general or flag officer in the AFP or its equivalent rank in the Philippine National Police (PNP), Philippine Coast Guard (PCG), Bureau of Fire Prevention (BFP), Bureau of Jail Management and Penology (BJMP), and other armed services of the Philippine government as determined by the Board.
Section 4. Admission Procedure. A person eligible for regular membership may join the Association by paying his admission fee and membership dues. A person eligible for associate membership must be nominated by a regular member of the Association, and the nomination shall be evaluated by the Membership Committee which shall submit its recommendation to the Board. For admission, a favorable recommendation must be approved by a majority vote of all the voting members of the Board.
Section 5. Admission Fee. Upon admission, the nominee shall pay an admission fee of One Thousand Pesos (P1,000.00) before he is inducted as a member. Provided, That the amount of admission fee may be adjusted by the Board from time to time, subject to confirmation by the members.
Section 6. Membership Dues. Members shall pay a one-time lifetime dues of Five Thousand Pesos (P5,000.00) if paid on or before one’s 60th birthday, Six Thousand Pesos (P6,000.00) if paid after one’s 60th birthday but on or before his 65th birthday, and Seven Thousand Pesos (P7,000.00) if paid after one’s 65th birthday but on or before his 70th birthday;: Provided, That a member has the option, on or before his 60th birthday, of depositing with the Association the amount of Ten Thousand Pesos (P10,000.00), the yearly income of which will be applied as full payment of his annual dues: Provided, further, That the amount of the membership dues and the deposit may be adjusted by the Board from time to time, subject to the confirmation by the members: Provided, finally, That upon death or attainment of 75 years of age, whichever is earlier, members shall be refunded their deposit, if any. (As amended by the Board on 11 Sept 2014 and by the members on 12 December 2014)
Section 7. Voting Rights. Regular members of the Association who are of good standing shall have the right to vote and be voted upon, each being entitled to one (1) vote: Provided, That only members who are current in the payment of their annual dues and other assessments shall be considered members of good standing. Regular members not of good standing and associate members may attend meetings of the Association but cannot vote and be voted upon.
Section 8. Cessation of Membership. Membership in the Association shall cease by resignation filed in writing, by death, or by termination by the Board, after due process, for any act inimical to the interest of the Association: Provided, That upon termination of his membership, a member's interest in the assets of the Association shall be forfeited.
Section 1. Annual Membership Meetings. The annual meeting of the members of the Association shall be held on the last Friday of November at the principal office of the Association, or at such other date, time and place as the Board may designate, for the election of directors and officers and for the transaction of such other business as may be brought before it.
Section 2. Special Membership Meetings. Special meetings of the members may be called at any time, as the need thereof arises, by the Chairman & President, by resolution of the Board, or by petition of at least forty (40) of the members entitled to vote, indicating the purpose(s) of such meeting. At such meetings, only business specified in the notice shall be considered.
Section 3. Notice of Meetings. Notices of the date, time and place of the meetings of the members shall be sent, either personally, by mail or facsimile, to all members at least seven (7) days prior to the meeting.
Section 4. Quorum. At any meeting of the members, forty (40) of the members entitled to vote shall constitute a quorum, and a majority vote of those present constituting a quorum shall be valid as a corporate act, save and except in those matters where the Corporation Code of the Philippines or these Bylaws require the affirmative vote of a greater proportion.
Section 5. Order of Business. The order of business at the annual meeting of the members shall be as follows:
- Proof of due notice of the meeting
- Proof of presence of a quorum
- Approval of minutes of the previous annual meeting
- Report of the President
- Report of the Treasurer
- Ratification of all acts of management and the Board
- Election of directors and Chairman & President
- Other matters
Section 6. Election of Directors. Only regular members of good standing may be nominated for election as directors. The voting member shall vote for as many candidates as the number of directors to be elected. Voting shall be non-cumulative and done in person. The candidates garnering the highest number of votes equal to the number of directors to be elected shall be proclaimed elected as directors.
Section 7. Proxy. Proxy voting is allowed except in the election of directors and the Chairman & President. (Deletion of proviso as amended by the Board on 11 Sept 2014 and by the members on 12 December 2014)
Section 1. Composition. The corporate powers of the Association shall be exercised, its business conducted and its property controlled by a Board of Directors composed of fifteen (15) members, one third (1/3) of whom shall be elected yearly to serve a term of three (3) years or until their successors are elected and qualified. The Vice Chief of Staff, AFP; the Deputy Chief for Administration, PNP; the Vice Commandant, PCG; and the Vice Commanders of the PA, PAF and PN shall be ex-officio members of the Board without voting rights. (As amended by the Board on 11 Sept 2014 and by the members on 12 December 2014 )
Section 2. Qualification. Only regular members of the Association of good standing, who have not been convicted in court of a crime involving moral turpitude, may be elected as directors.
Section 3. Term of Office. The elected directors shall hold office for a term of three (3) years starting on the first day of January next following their election and until their successors are duly elected and qualified: Provided, That no elected director shall serve for more than two (2) consecutive terms. (As amended by the Board on 11 Sept 2014 and by the members on 12 December 2014)
Section 4. Vacancy. Any vacancy in the Board, other than by removal or expiration of term, may be filled by the remaining directors, if still constituting a quorum, to serve until the next annual meeting and election: Provided, That if a vacancy remains unfilled at the time the annual meeting and election is held, such vacancy shall be filled for the unexpired term by election by the members of the Association along with the regular election of directors.
Section 5. Organizational Meeting. Within fifteen (15) days after the annual meeting and election of directors, the new Board shall elect the officers of the Association: Provided, That the Chairman and President shall be elected by direct vote of voting members in the annual regular meeting. A majority vote of all voting members of the Board is needed in the election of officers of the Association.
Section 6. Regular and Special Meetings. The Board shall meet regularly once a month at such date, time and place as the Board may prescribe. Special meetings may be held at any time, as the need thereof arises at the instance of the Chairman & President, or at the instance of at least five (5) voting members of the Board.
Section 7. Notices. Notices of Board meetings shall be sent to each director at least three (3) working days prior to the meeting, indicating the date, time and place, and in case of a special meeting the purpose(s) thereof.
Section 8. Quorum. At all meetings of the Board, eight (8) voting members shall constitute a quorum for the transaction of business, and a majority vote of the voting members present constituting a quorum shall be valid as a corporate act, except as otherwise provided in this Bylaws and the Corporation Code of the Philippines.
Section 9. Powers and Delegation of Authority. All the corporate powers, except as otherwise provided for in this Bylaws and the Corporation Code, shall be vested in and exercised by the Board of Directors. The Board may, by resolution, delegate to committees or to officers, employees or agents of the Association such powers or authority which can lawfully be delegated as it may deem proper.
Section 1. Officers. The officers of the Association shall consist of a Chairman & President, a Vice Chairman & Vice President, a Corporate Secretary, a Treasurer and a Corporate Auditor, all of whom, except the Chairman & President, shall be elected by the Board from among the elected directors: Provided, That any two or more positions may be held concurrently by the same person, except that no one shall act as president and corporate secretary, as president and treasurer or as treasurer and corporate auditor at the same time. The Association may also have such other officers as the Board may appoint from time to time. The Chief of Staff, AFP and the Chief, PNP shall be ex-officio honorary Co-Chairmen.
Section 2. Term of Office. The elected officers of the Association shall hold office for a term of one (1) year starting on the first day of January next following their election and until their successors are elected and qualified: Provided, That no officer shall serve in the same position for more than three (3) consecutive terms: Provided, further, That an elected officer may be removed from office at any time for cause by a majority vote of all voting members of the Board: and, Provided, finally, that the Chairman & President may be removed from office only at the instance of the general membership and only for cause. (As amended by the Board on 11 Sept 2014 and by the members on 12 December 2014)
The term of the appointive officers shall be co-terminus with the Board that appointed them unless sooner terminated.
Section 3. Vacancy. Any vacancy in an office shall be filled by the Board for the unexpired term except that of the Chairman and President which can only be filled by the general membership in a meeting called for the purpose.
Section 4. Chairman & President. The Chairman & President shall preside at all meetings of the members and of the Board. He shall see to it that all decisions and resolutions of the members and of the Board are properly implemented. He shall be the chief executive officer of the Association and shall exercise all the powers and discharge all the duties which customarily pertains to said office. He shall exercise general supervision and direction of the affairs and business of the Association and submit to the Board and to the members an annual report on the activities of the Association. He shall execute and deliver on behalf of the Association all contracts and agreements that may be authorized by the Board.
Section 5. Vice Chairman & Vice President. The Vice Chairman & Vice President shall assist the Chairman & President in the performance of the latter's duties. He shall perform the duties of the Chairman & President in the latter's absence or incapacity. He shall preside at all meetings of the Executive Committee. He shall perform such other duties as the Chairman & President or the Board may direct.
Section 8. Corporate Secretary. The Corporate Secretary, who must be citizen and resident of the Philippines, shall keep all corporate records and documents pertaining to the Association. He shall have custody of the corporate seal. He shall keep a register of the names and addresses of all members of the Association. He shall give due notice and keep minutes of all meetings of the Board, the Executive Committee and the members of the Association. He shall perform such other duties as may be required by law or prescribed by the Board.
Section 9. Treasurer. The Treasurer, who must be bonded, shall be responsible for the proper receipt, custody and disbursement of all funds, securities and properties of the Association. He shall keep a complete and accurate record of all receipts and disbursements of funds and all financial transactions in the corresponding books of accounts of the Association, and see to it that disbursements are evidenced by proper vouchers. He shall deposit in the name and to the credit of the Association all funds, bonds, securities and other valuables in such bank(s) as may be designated by the Board. He shall render a financial report to the Board during its regular meetings and submit to the members an interim financial report during the annual meeting and an audited financial statement within thirty (30) after the end of the fiscal year. He shall perform such other duties as may be required by law or prescribed by the Board.
Section 10. Corporate Auditor. The Corporate Auditor, who shall be responsible and report directly to the Board, shall be the principal auditing officer of the Association. He shall pass upon all vouchers and payrolls and see to it that they are properly authorized. He shall conduct periodic inspection of the books of accounts and properties of the Association, and shall verify all financial statements prepared by the Treasurer and render reports thereon to the Board.
Section 1. Executive Director. There may be appointed by the Board upon the recommendation of the Chairman & President from among the regular members of the Association an Executive Director who shall be the managing officer of the Association under the direct supervision and control of the Chairman & President
Section 2. Duties. The Executive Director shall assist the Chairman & President in the supervision and coordination of the corporate, administrative, financial and professional activities of the Association. He shall render reports as required by the Board and prepare the annual report in coordination with the corporate officers for the Chairman & President which upon approval shall be submitted to the regular meeting of the Association. He shall likewise be a non-voting member-recorder of the Executive Committee and, as required, attend meetings of all committees.
Section 1. Appointing Authority. Upon approval by the Board, the Chairman & President shall appoint the respective chairmen and members of the different committees, except as otherwise provided in these Bylaws. As much as possible the committees shall be chaired by members of the Board.
Section 2. Standing Committees. The Association shall have the following standing committees, namely: Executive Committee (ExCom), Membership and Ethics Committee, Welfare Committee, Ways and Means Committee, Finance Committee, Fellowship Committee, Sports Committee, Publications Committee, Advocacy Committee, Elections Committee and Legal Committee. The Board may create such other committees as it deems necessary.
Section 3. Executive Committee. The ExCom, composed of the Vice Chairman & Vice President, Corporate Secretary, Treasurer, and Corporate Auditor and two (2) other directors, shall act in-between Board meetings on matters delegated and/or referred to it by the Board.
Section 4. Membership and Ethics Committee. The Committee shall invite all officers eligible for regular membership to join the Association. It shall evaluate all nominations for associate membership and submit its recommendation to the Board. It shall promote among the members high ethical standards. It shall, after due process, recommend to the Board termination of membership of any member for any act inimical to the interest of the Association. It shall assist the Corporate Secretary in maintaining and updating the membership roster of the Association.
Section 5. Welfare Committee. The Committee shall take action aimed at promoting the welfare of the members. It shall assist concerned members in securing senior citizens and old age pension benefits, and in providing survivor assistance to the bereaved family of deceased members. It shall comfort and bring cheers to the sick members.
Section 6. Ways and Means Committee. The Committee shall determine and propose measures to raise funds for the Association and, after approval by the Board, conduct fund raising activities.
Section 7. Finance Committee. The Committee shall prepare the annual budget of the Association for approval of the Board. It shall assist the Treasurer in the accounting and management of the funds of the Association. It shall recommend to the Board investment policies and guidelines.
Section 8. Fellowship Committee. The Committee shall plan, prepare and conduct, with the approval of the Board, fellowship socials and wholesome activities aimed at promoting fellowship and camaraderie among the members and their families.
Section 9. Sports Committee. The Committee shall plan, prepare and conduct, with the approval of the Board, sports activities aimed at enhancing the physical well-being of, and spirit of competitiveness among, the members.
Section 10. Publications Committee. The Committee shall handle the publication on a regular basis of the Association newsletter. It shall also publish, in coordination with the Membership and Ethics Committee, the register of members of the Association, at least once every five years.
Section 11. Advocacy Committee. The Committee shall make a study on issues affecting national interest, except those dealing on partisan politics and, after consultation with the honorary Co-Chairmen, submit a stand or position thereon to the Board. After Board approval, it shall through the appropriate media make known to the public the Association's position on the issue.
Section 12. Elections Committee. The Committee shall prepare and supervise the conduct of nomination and election of members of the Board. At least 60 days prior to the election, it shall formulate the guidelines governing the conduct and procedure of nomination and election and, after approval by the Board, shall immediately disseminate the same to all members for their guidance. After the voting, it shall canvass the ballots and proclaim the winners.
Section 13. Legal Committee. The Committee will consider and act on all legal matters referred to it by the Board, which shall include the interpretation of these Bylaws.
Section 1. Composition. There shall be created a Council of Elders composed of seven (7) members to be appointed by the Board from the members of the Association who are former AFP Chiefs of Staff, former PNP chiefs, former and present members of Congress, of the Cabinet and of the foreign service, and past Chairmen and Presidents of the Association, which shall be submitted to the membership for confirmation. Their term shall be for a period of one (1) year. The Council shall elect from among themselves a Chairman who shall preside over the meetings of the Council.
Section 2. Function. The Council shall provide advice to the Board on all matters especially affecting the good name and prestige of the Association and its members: Provided, That in the event of internal controversy or disputes arising out of or in connection with the administration of the affairs of the Association, the matter shall be referred to the Council of Elders who shall act as arbitrators.
Section 3. Meetings. The Council shall convene any time as the Council Chairman shall prescribe after due notice to all its members.
Section 1. Sources of Funds. Funds of the Association shall come from membership admission fees and annual dues, donations, contributions, grants, gifts, bequests, endowments, investments income and proceeds from fund drives: Provided, That no such donations or grants shall be accepted that bind the Association to support or discriminate against any sect, religion, political party, race or nationality.
Section 2. Investments. Funds shall be invested in accordance with policies and guidelines prescribed by the Board, which shall consider primarily the safety of the principal and secondarily the rate of return: Provided, That no funds shall be invested in any business where any officer or director of the Association has a direct or indirect substantial interest.
Section 3. Disbursements. No money shall be disbursed except for projects and budgeted expenditures duly approved by the Board: Provided, That not more than thirty percent (30%) of the gross revenues and not more than ten percent (10%) of the unrestricted donations shall be spent for general and administrative expenses: Provided, further, That at least ten percent (10%) of the gross revenues shall be set aside to augment the principal fund of the Association. (As amended by the Board on 11 Sept 2014 and by the members on 12 December 2014)
Section 4. Imprest Cash System The Association shall adopt the Imprest Cash System which requires that all monies received in cash or check shall be deposited intact with the bank depository on the same day or on the next banking day, and that no disbursement shall be made directly from the cash collection. (As amended by the Board on 11 Sept 2014 and by the members on 12 December 2014)
Section 5. Inspection of Accounts. All the accounts, books and records of the Association shall be open to inspection by any member of the Association of good standing at reasonable hours during business days.
Section 6. Compensation. No director or officer of the Association shall receive any compensation for his services as such, except for reasonable allowance for transportation: Provided, That an officer who is not a director may receive such salary as fixed by the Board.
Section 7. Prohibition Against Sharing in Earnings. No part of the earnings of the Association shall accrue to the pecuniary benefit of any member, director, officer or employee of the Association, or any other private individual or entity. No such person(s) shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the Association.
Section 8. Fiscal Year. The Fiscal year of the Association shall begin on January 1st and end on December 31st of the same year.
Section 1. Rules of Order. The proceedings of all meetings of the Board and the members shall be conducted in accordance with the Robert's Rules of Order.
Section 2. Interpretation. On all questions on the interpretation of these Bylaws, the matter will be referred to the Legal Committee, whose recommendation, if not approved by the Board, will be referred to the voting members of the Association in a special membership meeting and whose decision shall prevail.
Section 1. Amendments. These Bylaws, or any provisions thereof, may be amended or repealed and a new one adopted by a majority vote of the Board of Directors and by a majority vote of the voting members of the Association at the annual meeting or at a special meeting duly held for the purpose: Provided: That two-thirds (2/3) of the voting members of the Association may delegate to the Board the power to amend or repeal these Bylaws or to adopt a new one: Provided, however, That any such power so delegated may be revoked by a majority of the voting members at the annual meeting or at a special meeting called for the purpose.
ADOPTED this 15th day of November, 2000, at Camp Aguinaldo, Quezon City, Philippines, by the undersigned majority of the voting members of the Association of General and Flag Officers, Inc.
ROSALINO A ALQUIZA ISMAEL D APARRI
ARTEMIO R ARUGAY MAMERTO S BOCANEGRA
FELIX A BRAWNER JR ROMULO R CABANTAC
FORTUNATO C CORACHEA JAIME C ECHEVERRIA
ERNESTO S GIDAYA ISAURO C GUIANG
ANGEL C OKOL JR MANUEL P OXALES
ANTONIO C PALAFOX ANGEL L SADANG
MIGUEL C SOL
