PSNR ORGANIZATION :: Constitution

CONSTITUTION AND BY-LAWS OF THE PHILIPPINE SOCIETY OF NEUROREHABILITATION, INC.

Article 1 Name

The organization shall be known as the Philippine Society of NeuroRehabilitation, Inc. or PSNR.

Article 2 A Non-Profit Organization

The PSNR is not organized for profit and no part of the net earnings of the PSNR shall inure to the benefit of any private individual or member. The PSNR shall remain independent.

Article 3 Address of the PSNR

The address of the PSNR is the address of its business office.

Article 4 Objectives and Purpose

The objectives of the PSNR shall be:

1. To advance the development and improve the quality of neurological rehabilitation in the Philippines .
2. To stimulate collaboration between clinicians and others with an interest in neurological rehabilitation.
3. To facilitate exchange of knowledge and scientific research between clinicians and others with an interest in neurological rehabilitation.
4. To formulate recommendations and organize patient advocacy groups and information programs.

Article 5 Membership

A. The PSNR shall be open to all professionals with an interest in neurological rehabilitation irrespective of sex, race, religion, disability, philosophical or political opinions or nationality.

The Board of Trustees shall determine the guidelines, distribution and qualifications for membership to the PSNR and shall screen and approve all members with a simple majority vote of trustees present during a meeting.

B. There shall be two categories of membership

• Regular MembershipMembership of the PSNR shall be open to any health professional with an interest in the development of neurological rehabilitation. Membership shall be qualified by a recommendation by a regular member and approved by the Board of Trustees. Membership is defined by an entry in the directory of members of the PSNR. Regular membership carries voting rights at the General Assembly at each general assembly meeting that may be called from time to time. There will be a fee for personal membership and the level of the fee shall be determined by the Board of Trustees

• Extraordinary membership

This category is divided into two sub-categories

o Honorary membership: Honorary members shall be elected from amongst those who, in the opinion of the Board of Trustees of the PSNR, have made an exceptional contribution to both local and global development of neurological rehabilitation. Honorary members shall be proposed by at least two members of the Board of Trustees and shall be elected by a two thirds majority vote of the Board of Trustees. Honorary membership shall be formally conferred during a general assembly meeting of the PSNR. Honorary membership carries voting privileges at the General Assembly at each general assembly meeting that may be called from time to time.

o Corporate membership: Any organisation, company or foundation that has an interest in promoting the development of neurological rehabilitation shall be eligible for corporate membership at the discretion of the Board of Trustees. Corporate members shall be elected by a majority vote of the Board of Trustees. There shall be an annual fee for corporate membership and the fee level shall be determined from time to time by the Board of Trustees. Corporate membership does not carry voting rights.

C. Membership will terminate upon death or resignation. The Board of Trustees shall reserve the right to expel any member of the PSNR. Expulsion shall be decided by a two-thirds majority vote of the Board of Trustees.

Article 6 The Board of Trustees

The activities of the PSNR shall be governed by the Board of Trustees. Members of the Board of Trustees, each of whom shall have equal voting rights, shall be as follows:

A. Elected members: These individuals shall be elected to a term of three years by the general membership with voting rights during the annual meeting of the PSNR scheduled every month of February, beginning on February 2005:

1. President
2. Vice-President
3. Secretary General
4. Treasurer
5. Executive Director
6. Three (3) members of the Board of Trustees

Ex-officio member: The following shall be a member of the Board of Trustees, with equal voting rights, but will not be elected by the general membership of the PSNR:

1. Immediate Past President

B. The Board of Trustees shall attempt to meet once every 4 months, during an appropriate congress or on any other occasion. The Board of Trustees must meet at least once every year. A simple majority of Officers and Trustees present during a meeting shall constitute a quorum (5 members).

C. All major decisions of the PSNR shall be made by simple majority of the Board of Trustees, unless a two-thirds majority is required according to the Constitution. In the event of a tied vote, the President shall cast the tie-breaking vote.

D. The Board of Trustees shall be elected by voting members in a General Assembly held every 3 years in the month of February, beginning in February 2005. The duly elected members of the Board of Trustees shall elect among themselves the officers of the Association. They shall hold their positions for a term of 3 years, except if a position is rendered vacant by death, resignation or removal from office or membership. Except for the positions of President and Vice-President, in which a succession plan is prescribed, a special election shall be held among the members of the Board of Trustees to fill up the vacant position for the remainder of the term from among the active members of the PSNR.

The Vice-President will automatically assume the position of President for the succeeding term, if he or she is reelected into the Board of Trustees.

Article 7 Officers

• President - It shall be the duty of the President to preside at all meetings of the association. He or she shall have general supervision over the affairs of the association, subject to direction and control of the Board of Trustees. The President, with the consent and approval of the Board of Trustees, shall appoint standing committees to carry out regular projects and activities of the association. The President will appoint 3 members that will constitute the electoral tribunal. He or she may also appoint emergency and special committees, as so deemed necessary by the Board.
  
• Vice-President - In the absence of the President, or in the event of his/her inability to act for any reason, the Vice-President shall exercise all of the powers, functions and perform all of the duties of the President. In the event that the position of President is rendered permanently vacant for any reason whatsoever, the Vice-President shall take over the remainder of the term as President, while the Secretary-General shall take over as Vice-President, concurrent to his/her present position.
  
• Secretary-General - The Secretary-General shall be the main custodian of association records and shall be in charge of recording the minutes of every meeting of the association and reproducing such. In the event that a vacancy occurs in the position of Vice-President, the Secretary-General shall assume said position in a concurrent capacity.
  
• Treasurer - It shall be the duty of the Treasurer to receive all monies belonging to the association and to deposit the same in a reliable bank selected with the approval of the Board of Trustees. He or she shall pay out money of the association only upon vouchers drawn by any of the Trustees and approved by the President or in his/her absence, by the Vice-President, or as directed by the Board of Trustees. He or she shall account for all funds and disbursements at such times and in such manner as the Board of Trustees shall determine, and shall render reports of all receipts and disbursements at any regular or annual meeting, or otherwise as such records are available. He or she shall make such additional reports from time to time as may be directed by the Board of Trustees. The President and Treasurer shall sign all checks. In the absence of any of the two, the Vice-President and Secretary-General may also sign checks. Copy of original itemized bills, if any, must accompany all vouchers and be placed on the Treasurer’s file.
  
• Executive Director - The Executive Director will be responsible for the day-to-day organizational activities of the PSNR in support of the President. The office of the Executive Director will be responsible for collection of membership fees and, in collaboration with the Secretary General shall keep, collate and distribute as appropriate the membership database. The Executive Director will need close liaison with both the Treasurer and the Secretary General and the other officers of the PSNR.
  
• Trustees - There will be three general members of the Board of Trustees who will support the officers and who may be asked to lead or undertake specific tasks upon the request of the President or the Management Committee. They may chair or be members of any of the standing committees or other sub-committees of the Board of Trustees. In the absence of an Immediate Past-President during the charter organization of the PSNR, a fourth member of the Board of Trustees shall be elected into office for the duration of term of the charter set of officers, whose term shall be from February 2005 – February 2008.
  
• Immediate Past-President - The Immediate Past-President shall continue to serve on the Board of Trustees until the new President demits office. He or she will act in support of the President and take on such duties as delegated by the President. He or she shall also serve as a senior adviser and will assist in ensuring the continuity of the various programs of the PSNR.
  

Article 8. Finance

• The fiscal year of the PSNR is a calendar year and shall commence on the 1 st of January and end on the 31 st of December each year. The Treasurer shall be responsible to the Board of Trustees and to the membership as a whole for the finances of the organization. The Board of Trustees shall determine an appropriate bank account and appropriate cheque signatories and, through the Treasurer, shall make all arrangements for the prudent and open conduct of the financial affairs of the PSNR. The accounts shall be presented to the Board of Trustees on an annual basis and through the newsletter, egroup or at each congress, shall be presented to the membership as a whole on an annual basis. The accounts shall be audited by an external auditor.

• The PSNR shall be, as far as possible, financed from surplus income derived from the congresses and from ordinary and extraordinary membership dues and from any donations received from private persons or industry or from any publication.

Article 11. General Assembly

There will be an annual general assembly meeting of the PSNR every February, commencing on February 2005. This will provide an opportunity for the Board of Trustees to review progress and decisions and actions taken over the time since the preceding general assembly. New officers and members of the Board of Trustees shall be elected by the membership at every 3rd General Assembly, beginning on February 2005. Voting shall be a simple majority of the voting membership. Individuals will need to be nominated and seconded by at least two voting members.

Article 12. Amendments to this Constitution

Amendments to this Constitution may be proposed by any member of the General Assembly. Amendments shall be submitted to the Secretary General at least two months prior to a Board of Trustees meeting or two months prior to a general assembly meeting. Any proposed amendment of the Constitution shall require a two-thirds majority of the Board of Trustees for approval. A constitutional amendment approved by the Board of Trustees shall require a two-thirds vote from the General Assembly of members during the annual meeting/congress or at an extraordinary general meeting that may be called from time to time. If an extraordinary general assembly is required there, should be two months notice given to the members by the Secretary General.

Article 13 Dissolution of the organization

Voluntary dissolution of the PSNR shall only be decided by a two-thirds majority vote of the Board of Trustees supported by a two-thirds majority vote of the voting membership at a General Assembly. If necessary, an Extraordinary General Assembly may be called with three months notice being given to members by the Secretary General. Any assets of the organisation shall in the event of dissolution be donated to a non-profit organization supporting neurological rehabilitation on a national basis. These organizations shall be decided by a majority vote of the Board of Trustees.

Article 14 Ratification of this Constitution and By-Laws

This Constitution and By-Laws shall be ratified by the charter membership of the PSNR present during the first general assembly.

Adopted this 23 rd day of February, 2005 in Pasig City by the affirmative vote of the undersigned members representing a majority of the members of the association in a special meeting duly held for the purpose.

(Note: If filed with the Articles of Incorporation, these by-laws should be signed by all incorporators. If filed after incorporation, should be signed by majority of the members and should submit Board of Trustees certificate for the adoption of the by-laws)

Erminilda Avendaño             Bernadette C. Chua
Meliton Oliver R.Darvin         Mary Mildred S. Delgado
Pollyanna G. Escaño            Fe A. Delos Reyes
Geraldine S. Espiritu            Teresita Joy P. Evangelista
Mary Jeanne O. Flordelis     Myrna S. Fojas
Leonardo G. Fugoso            Manolete C. Guerrero
Sharon D. Ignacio                 Stephanie B. Javier
Marissa B. Lukban                Melissa Z. Mercado
Margaret Modequillo             Marilyn H. Ortiz
Gianna M. Rodriguez            Raymond L. Rosales
Reynaldo R. Rey-Matias      Bee Giok Tan-Sales
Gerard B. Salazar                  Michelli Mae G. Yusay

Ratified on 23 February 2005 by the Charter Membership of the PSNR