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Amended By-Laws

By-Laws of Chief Information Officers Forum, Inc.

Proposed Amendments

(Reference: July 14, 2000 and September 18, 2019)

 

 

ARTICLE I: Name

 

The name of the corporation shall be the Chief Information Officers Forum, Inc., hereinafter to be referred to as the Forum.

 

 

ARTICLE II: Type of Organization

 

The Forum is a non-stock, non-profit organization incorporated in March 1996 by CIOs of government agencies with the Security and Exchange Commission (SEC).

 

 

ARTICLE III: Meetings

 

Section 1. Annual Meetings – The annual meetings of the members shall be held at the principal office of the Forum on the fourth week of June of every year. The President shall render a report on the accomplishments of the Forum in the previous year.  The election of the members of the Board of Trustees, which shall be done biennially, shall also be held during this regular meeting.

 

Section 2. Special Meetings – Special meetings may be called as the need arises, by the Board of Trustees of the Forum 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 and special meetings of the members shall be given either personally or by email or social media, 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, email or social media. The notice of special meeting shall briefly state the purpose or purposes of the meeting.

 

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 the members and a majority of such quorum may decide any question at the meeting, except those matters where the Corporation Code requires affirmative vote of a greater proportion.

 

Section 6.  Order of Business. The order of business at the meeting of the members shall be as follows:

 

  1. Proof of service of the required notice of the meeting, except when such notice is waived by the members constituting a quorum.
  2. Proof of the presence of a quorum.
  3. 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.
  4. Unfinished business.
  5. Report of the President.
  6. Election, when appropriate, of the new board of trustees.
  7. Other matters.

 

The order of business at any meeting may be changed by a vote of a majority of the members present.

 

Section 7. Proxy Voting - 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 Forum before the scheduled meeting.

 

 

ARTICLE IV: Board of Trustees

 

Section 1. Powers, Number and Composition of the Board of Trustees - The corporate powers of the Forum shall be exercised, and the affairs, business, assets, and properties of the Forum managed, by a Board of Trustees composed of nine (9) regular members.

 

Section 2. Qualifications - No members shall be eligible to election to the Board of Trustees unless he has the following qualifications:

 

  1. Must be of legal age
  2. Must be a Filipino citizen
  3. Must be of good moral character

 

Section 3. Term of Office of Trustees - The trustees shall hold office for two years and until their successors are duly elected and qualified unless he /she voluntarily resigns by virtue of his/her inability to perform his/her duty or is removed for cause.

 

Section 4. Disqualification of Trustees - No member convicted by final judgment of an offense punishable by imprisonment for a period 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.

 

Section 5.  Filling of Vacancy – In case any Trustee shall by disqualification, resignation, death, incapacity to act or otherwise cease to be a Trustee for reasons other than the expiration of his/her term, his/her successor, who shall serve the unexpired portion of his/her term, shall be selected by the Board of Trustees of the Forum.

 

 

ARTICLE V: Officers

 

Section 1. Officers - The officers of the Forum shall be a President, a Vice-President, a Secretary, a Treasurer, and an Auditor. They shall be elected by the Board of Trustees from among themselves.

 

 

ARTICLE VI: Powers and Functions of Officers

 

Section 1. President - The President shall be the Chief Executive Officer of the Forum. S/he shall have the following powers and functions:

 

  1. preside in all meetings of the Board of Trustees and those of the members of the Forum.
  2. execute all resolutions and/or decisions of the Board of Trustees.
  3. direct and oversee the activities of the Forum.
  4. appoint and have control over all employees of the Forum
  5. approve expense vouchers.
  6. report the accomplishments of the Forum during the annual meetings of the members.

 

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

 

Section 3. Secretary - The Secretary shall have the following functions:

 

  1. give all the notices required by these By-Laws
  2. keep the minutes of all meetings of the members and of the Board of Trustees and of all meetings of all committees, in a book kept for the purpose.
  3. keep the seal of the Forum and affix such seal to any paper or instrument requiring the same.
  4. have custody of the correspondence, files and all other papers that are to be kept by the treasurer.
  5. maintain the members' registry, have charge of the bulletin board at the principal office of the Forum.
  6. perform such other functions as may be assigned by from time to time by the Board of Trustees.

 

Section 4. Treasurer – The Treasurer shall have the following functions:

 

  1. take charge of the funds, receipts and disbursements of the Forum.
  2. keep all money and other valuables of the Forum in such bank or banks as the Board of Trustees may designate.
  3. keep and take charge of the book of accounts which shall be open to inspection by any member of the Board of Trustees, whenever required, an account of financial condition of the Forum and of all transactions made by him as Treasurer.
  4. post a bond in such amount as may be fixed by the Board of Trustees.
  5. perform such other functions as may be assigned from time to time by the Board of Trustees.

 

Section 5. Auditor – The Auditor shall have the following functions:

 

  1. examine financial records and audit money.
  2. perform such other functions as may be assigned from time to time by the Board of Trustees.

 

 

ARTICLE VII: Members

 

Section 1. Qualifications for Membership - The Board of Trustees shall determine the qualifications of an applicant for membership.

 

Section 2. Types of Members – The members shall be classified into two types, regular and associate.

 

Section 3. Definition

 

Regular Members are Agency CIOs or Heads of MIS/IMS/ICT with salary grade of at least SG 24 or equivalent and in good standing.

 

Associate Members are any of the following:

 

  1. Former CIOs or Heads of MIS/IMS/ICT who are registered as members of the Forum in good standing;
  2. Agency CIOs or Heads of MIS/IMS/ICT department, service or division whose salary grade falls below SG 24 or equivalent; and,
  3. Heads of MIS/IMS/ICT department, service or division of LGUs and Regional Offices.

 

 

Section 4. Rights of Members 

 

  1. exercise the right to vote on all matters relating to the affair of the Forum;
  2. be eligible to any elective or appointive office of the Forum;
  3. participate in all deliberations/meetings of the Forum;
  4. avail of all facilities of the Forum; and,
  5. examine all the records or books of the Forum during business hours.

 

Associate Members shall have the same rights and privileges as the Regular Members except the election to any position of the Forum. However, they can be appointed as member of the Advisory Board or Chair of any committee.

 

Section 5. Duties and Responsibilities of the Members. A member shall have the following duties and responsibilities:

 

  1. obey and comply with the by-laws, rules and regulations that may be promulgated by the Forum from time to time;
  2. attend all meetings that may be called by the Board of Trustees; and,
  3. pay membership dues and other assessment of the Forum.

 

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 Forum.

 

Any member of the Forum may file charges against a member by filing a written complaint with the Secretary of the Forum. 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 Forum shall be necessary to suspend a 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: Funds

 

Section 1. Funds - The funds of the Forum 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 Forum shall, in addition to the membership fee, pay dues and/or assessments that may be imposed by the Forum from time to time.

 

Section 3. Disbursement - Withdrawal from the funds of the Forum, 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 Forum shall be from January 1st to December 31st of each year.

 

 

ARTICLE X: Corporate Seal

 

Section 1. Form - The corporate seal of the Forum shall be in such form and design as may be determined by the Board of Trustees.

 

 

ARTICLE XI: 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 regular members and by a majority vote of the Board of Trustees at any regular or special meeting duly held for the purpose.

 

Adopted this 18th day of March, 1996 in Quezon City by the affirmative vote of the undersigned members representing a majority of the members of the Forum in a special meeting duly held for the purpose.

(NOTE: If filed with Articles of Incorporation, should be signed by all incorporators; if filed after incorporation, should be signed by majority of the members.)

Chief Information Officers Forum Inc. (CIOF), Manila, Philippines; email: webmaster