CONSTITUTION AND BY LAWS

of the

PHILIPPINE INSTITUTE OF CHEMICAL ENGINEERS

(PIChE)

U.S.A. CHAPTER

Approved by the members during a referendum conducted June 21, 2021 to June 30, 2021

P R E A M B L E

WE, THE FILIPINO CHEMICAL ENGINEERS PRACTICING OR RESIDING IN THE

UNITED STATES OF AMERICA

AFFIRMING our adherence to our professionalism and code of conduct;

REALIZING that we need each other to be able to promote the welfare of our profession;

PURSUING the advancement of science and technology in the field of chemical engineering;

DETERMINED to make the Philippines and the world a better place to live in; and

AWARE of our responsibility to God, to mankind and to our countrymen, in particular;

HAVE RESOLVED to unite our hearts, our minds and our will to accomplish these aims

by constituting a CHAPTER organization in the United States of America of

Filipino chemical engineers,

and by virtue thereof, ordain and promulgate this Constitution and By-Laws.

ARTICLE I

NATURE, NAME, SEAL AND OFFICE

Section 1. Nature - This organization shall be a Society whose members are Filipino chemical engineering graduates residing and/or practicing in the United States of America. It shall be a non-profit and non-political organization under the laws of the State of California, U.S.A. and shall be a CHAPTER organization of the PHILIPPINE INSTITUTE OF CHEMICAL ENGINEERS, INC.

Section 2. Name - This organization shall be known as the U.S.A CHAPTER of the PHILIPPINE INSTITUTE OF CHEMICAL ENGINEERS, INC. (PIChE), by which it will be referred to hereafter as CHAPTER.

Section 3. Seal - The seal of the CHAPTER is patterned after the seal of the PHILIPPINE INSTITUTE OF CHEMICAL ENGINEERS, INC. (PIChE) but with the letters U.S.A. on the upper part of the inner circle and the year 2021 at the bottom part. The inner circle includes the atom and gear to represent science and engineering; the open book for continuous learning; and the stacks at the back to represent industry. The laptop with webcam and maps of the United States of America and the Philippines are linked with a reversible arrow to represent close interaction and networking among Filipino chemical engineers in both countries via the internet and other modes of communications.

Section 4. Principal Office - The principal office of the CHAPTER shall be located in California, U.S.A.

ARTICLE II

DECLARATION OF PRINCIPLES AND OBJECTIVES

Section 1. Principles - The principles of the members of the CHAPTER shall be based upon a firm commitment to equality, sincerity, trustworthiness, service and good moral conduct.

Section 2. Objectives - The CHAPTER shall have the following objectives aimed to directly link with PIChE for the improvement, development and advancement of chemical engineering profession in the Philippines by:

1. Promoting and developing the chemical engineering profession through the active participation and involvement of its members;

2. Holding continuing professional education fora, seminars and workshops for the members of PIChE;

3. Uplifting, safeguarding and protecting by lawful means the welfare of its members;

4. Enhancing understanding, goodwill and cooperation among chemical engineers both in the United States and the Philippines;

5. Providing fora and venues to discuss and/or resolve issues pertinent to the chemical engineering profession and education;

6. Fostering among its members a profound sense of responsibility and dedication, and a deep concern in preserving and maintaining the high ethical and moral standards of the chemical engineering profession;

7. Networking with other professional, government and non-government organizations, both local and foreign, for mutual benefits;

8. Serving as a vehicle for achieving and sustaining national development and the continuous improvement of chemical engineering profession in the Philippines.

ARTICLE III

MEMBERSHIP

Section 1. Types of Membership - The membership of the CHAPTER shall be composed of:

1. Regular Member - A person who is a registered chemical engineer in the Philippines and is residing or practicing/has practiced his profession in the United States of America.

2. Associate Member - A person holding a Bachelor of Science in Chemical Engineering (B.S.Ch.E) degree from a duly recognized college or university, either local or foreign and is residing or has practiced his/her profession in the United States of America.

3. Honorary Member - A person who has distinguished himself/herself in the field of chemical engineering or contributed greatly to the advancement of the chemical engineering profession.

Section 2. Admission of Members - A person duly registered by the Professional Regulation Commission (PRC) as a licensed chemical engineer who is residing or practicing/practiced in the United States of America and upon application and payment of required dues may be admitted as a Regular Member of the CHAPTER. All other types of members are admitted upon approval by the CHAPTER Board of Trustees acting on a favorable recommendation by the Membership Committee of a written nomination by a Regular Member.

Section 3. Suspension, Expulsion and Reinstatement of Members – Any member may be suspended or expelled by the CHAPTER for non-payment of dues or for reasons inimical to the profession. Any member who has been expelled for non-payment of dues may be reinstated to membership by the CHAPTER provided that the person/it shall make full settlement of all dues and accounts outstanding at the time of reinstatement.

Section 4. Lifetime Membership – Regular Members may avail of lifetime membership by paying in advance an amount as may be set by the CHAPTER Board of Trustees. This amount will be deposited in a special trust fund to be put up by the CHAPTER where the lifetime membership is availed of.

Section 5. Prohibition on Dual Membership - No member, irrespective of type, shall at any time be a member of more than one chapter of PIChE

Section 6. Transfer of Membership - A member, irrespective of type, may transfer from this CHAPTER to another by informing this CHAPTER through a written request and acceptance by the CHAPTER the person is transferring to.

ARTICLE IV

ORGANIZATION

Section 1. General Assembly - The General Assembly shall be composed of all bona fide members of this CHAPTER.

Section 2. Powers and Prerogatives - The General Assembly shall be the supreme authority of this CHAPTER. It shall direct the affairs of the CHAPTER through a duly elected Board of Trustees and officers. The General Assembly shall have the exclusive prerogative to:

1. Elect the members of the Board of Trustees;

2. Choose the venue of the CHAPTER’s Annual General Assembly; and

3. Consider and decide on matters as may be necessary and proper to effectively implement the objectives of the CHAPTER.

Section 3. Quorum - The presence of a General Assembly of at least thirty percent (30%) of the total number of members in good standing shall constitute a quorum. A majority vote of the General Assembly shall constitute as a valid act of the CHAPTER, except on matters specifically provided under the Rules of the State of California, U.S.A.

Section 4. Annual Convention - The annual meeting of the General Assembly shall be known as the Annual Convention. The Annual Convention shall be held in a designated place in U.S.A. or on-line or combination of virtual and face-to-face at a date and time which will be determined by the CHAPTER Board of Trustees and should not be in conflict with the Annual Convention of PIChE-National.

Section 5. Special General Assembly - A special General Assembly may be called by the CHAPTER Board of Trustees upon a thirty (30) day notice to the members.

ARTICLE V

BOARD OF TRUSTEES

Section 1. Composition - There shall be thirteen (13) members in the Board of Trustees.

The body is herein after referred to as the “Board”.

Section 2. Qualifications of Members of the Board - Unless otherwise provided herein the members of the Board shall have the following qualifications:

1. Shall be a member of good standing; and

2. Shall be in attendance at the Annual CHAPTER Convention at which the person is a nominee.

Section 3. Election to the Board - The members of the Board shall be elected at the annual CHAPTER Convention or at a Special General Assembly called for electing the Board in the following manner:

All registered attendees in the annual CHAPTER Convention or Special General Assembly shall be qualified to elect the members of the Board.

1. Sufficient time shall be given for voting for the proper conduct of the proceedings.

2. The Commission on Elections, as constituted herein, shall conduct the election and count the votes. The 13 candidates receiving the highest number of votes shall be declared as elected.

Section 4. Term of the Board - The members of the Board shall hold office starting on the day of oath taking for two (2) years or until their successors have been elected and qualified.

Section 5. Duties of the Board - The Board shall have the following duties:

1. To elect from among themselves the Officers of the CHAPTER, to wit:

a. President,

b. Two (2) Vice-Presidents,

c. Secretary,

d. Treasurer,

e. Internal Auditor

f. Public Relations Officer;

g. Six (6) Trustees

2. To appoint and retain an External Auditor;

3. To elect the Chairman and members of the Commission on Elections as provided in Article VII hereof;

4. To appoint the Chairman and members of Committees as may be necessary for the proper and efficient operations of the CHAPTER;

5. To manage and exercise general supervision over the affairs of the CHAPTER;

6. To establish policies for the guidance and implementation of the members of the CHAPTER ;

7. To submit reports and recommendations to the PIChE National Board,

8. To propose to the General Assembly matters not within the purview of its authority; and

9. To act on all matters endorsed to it by General Assembly as are deemed proper.

Section 6. Meetings of the Board – The Board shall hold regular monthly meetings during its tenure. The dates and venues of which shall be set by the Board during its first meeting after the election of its Members. The dates and venues of these meetings may be altered due to unforeseen constraints. However, due notice shall be given to members on any change of schedules. Special meetings of the Board may be held as necessary. This meeting may be called by the CHAPTER President or by at least three (3) members giving notice of at least seven (7) calendar days before the date of the meeting.

Section 7. Quorum – The presence of at least seven (7) members of the Board shall constitute a quorum in a meeting.

Section 8. Voting - All members of the Board present in a meeting shall have only one (1) vote each. Proxy voting shall not be permitted.

Section 9. Forfeiture of Office. – The failure of any member of the Board to attend three (3) consecutive meetings of the Board shall, ipso-facto, result in the forfeiture of his office unless the said member submit within a week a written justification for such absences and found acceptable to the Board. The number of meetings of the Board shall include both regular and special meetings even if no business was transacted due to lack of quorum.

Section 10. Vacancies and Succession. – In the event of death, disability, resignation, incapacity or forfeiture of a member of the Board, he shall be succeeded by a candidate appointed by the Board.

ARTICLE VI

CHAPTER OFFICERS

Section 1. President - The President is the Chief Executive Officer of the Organization and shall:

1. Preside in all meetings of the General Assembly, the Board and the Executive Committee.

2. Direct the overall operations of the CHAPTER and assume all other duties and responsibilities as may be prescribed herein or by the Board.

3. Act as official CHAPTER representative in all ceremonies and extra-mural meetings, affairs, proceedings and transactions involving the CHAPTER provided, however, that any contractual or financial obligation entered into shall be subject to the approval of the Board;

4. Report to the General Assembly the accomplishments of the Board and the Executive Committee.

Section 2. First Vice-President - The First Vice-President shall :

1. Discharge the powers and duties of the President in case of the President’s death, incapacity, illness or resignation.

2. Perform such functions as may be directed by the President or the Board.

3. Serve as the forthcoming annual Convention Chairman.

Section 3. Second Vice-President - The Second Vice-President shall:

1. Discharge the powers and duties of the First Vice-President in case of the First Vice-President’s death, incapacity, illness or resignation;

2. Perform such other duties and responsibilities as may be designated by the President or the Board.

Section 4. Secretary - The Secretary shall :

1. Record and keep the Minutes of all board meetings, meetings of the General Assembly, Annual Convention, Executive Committee and other meetings.

2. Perform all other incidental to his/her office as the Board may determine.

Section 5. Treasurer - The Treasurer shall:

1. Be the financial officer of the CHAPTER and custodian of all its funds and properties; he shall countersign all checks and disbursements of funds;

2. Shall keep an accurate account of all monies received and disbursed by him in accordance with the budget or special appropriation approved by the Board;

3. Deposit all collections and funds of the CHAPTER with a reputable bank designated by the Board jointly with the President or First Vice-President , as the case may be;

4. Make a written annual report duly audited, of the finances of the CHAPTER to the Board and the General Assembly and such other funds as the Board may establish and determine;

5. Be responsible for the preparation and submission of the annual budget of the CHAPTER to the Board within forty-five (45) calendar days after assumption of office.

Section 6. Public Relations Officer - The Public Relations Officer the person shall:

1. Ensure that the CHAPTER maintains its good reputation with the public and the media;

2. Propose to the Board plans to further enhance this good reputation.

3. Responsible in summarizing appropriate PIChE-national news to PIChE-USA Board, at least once a quarter for the benefit of all members.

ARTICLE VII

COMMISSION ON ELECTIONS

Section 1. Composition and Term of Office – There shall be an independent Commission on Elections composed of a Chairman and two (2) Commissioners approved by the Board. The Members of the Commission shall serve for four (4) years without reappointment.

Section 2. Qualifications – A member of the Commission must be a regular member in good standing for the last two (2) years prior to his appointment.

Section 3. Power and Duties – The Commission on Election shall have the following powers and duties:

1. Enforce and administer all rules and regulations related to the conduct to elections;

2. Be the sole judge of all contests relating to election returns, qualifications of electors and candidates for elective offices, canvassing and validity of ballots;

3. Hear and decide election contests within thirty (30) days after the same are submitted for resolution;

4. Register and accredit voters prior to or during the assembly;

5. Submit to the incoming and outgoing Boards on the day following the election, a report on the conduct and manner of election and a statement of disbursement of fund allotted to the Commission which shall be subject to account or audit;

6. Recommend to the Board effective measures to further minimize election expenses, prohibit all forms of election frauds and malpractices, political opportunity or nuisance candidacy or similar acts;

7. Act with fairness to all qualified candidates for the Board.

Section 4. Prohibitions Against Members – No member of the Commission shall engage directly or indirectly in the CHAPTER partisan politics nor hold any other elective or appointive office or chairmanship during his term of office.

ARTICLE VIII

COMMITTEES

Section 1. Committees – The CHAPTER may create such committees as may be necessary to carry out its program of activities.

Section 2. Committee Chairperson – A chairperson shall be appointed to each of the committees as recommended by the President and approved by the Board.

Section 3. Ex-Officio Members – The President, the Secretary and the Treasurer shall be ex-officio members of selected committees.

Section 4. Supervision – All committees shall be under the supervision of the Secretary or such other officer authorized by the Board.

Section 5. Disbursement of Committee Funds – All monies, funds and properties received by any committee shall be deposited in the name of the CHAPTER. No withdrawals from such fund shall be made without the approval of the Treasurer and the President and shall be in accordance with the budget appertaining thereto.

Section 6. Qualification of Appointed Members - All appointed members of Committees must be active members of the CHAPTER for at least two (2) years at the time of their appointment.

ARTICLE IX

DUES, FEES AND PRIVILEGES

Section 1. Member Dues - Each member shall pay an annual or lifetime membership fee an amount to be determined by the Board. The recommended annual membership fee is Twenty U.S. dollars (US$20.00) and the lifetime membership fee is One hundred U.S. dollars (US$100.00). These amounts are subject to change as determined by the Board.

Section 2. Miscellaneous Fees - Fees shall be charged by the CHAPTER for the sale of publications and other services under such rules and regulations as may be prescribed by the Board.

Section 3. Deadline for Payments and Delinquency Penalties – Dues must be paid in full on or before July 31 of each calendar year. The Board may provide for an incentive scheme for early full or partial payments and penalties for delinquent payments.

Section 4. Fiscal Year – The CHAPTER’s fiscal year shall begin on October 1 and end on September 30 of the following year.

Section 5. Assets – All funds, real properties and other assets of the CHAPTER shall be held and maintained in the name of the CHAPTER.

Section 6. Budget – The President shall prepare and submit to the Treasurer his recommendations on the operating budget at the start of the fiscal year.

Section 7. Fund Surplus – A special fund shall be created by the CHAPTER which shall not be less than ten percent (10%) of its yearly income, excluding sponsorship income. This fund shall be accumulated annually at the rate of not less than one percent (1%) of the total income per year until the appropriate amount is reached. Disbursement from this fund must be approved by the General Assembly at a convention upon the recommendation of the Board.

Section 8. Bank Signatories – All disbursements from the CHAPTER’s bank accounts or certificates of deposit shall require at least two (2) authorized signatories, to be designated by the Board in a resolution for that purpose unless otherwise provided for herein.

Section 9. Convention Income – Unless otherwise agreed by the Board, the host CHAPTER of any National Convention shall remit to PIChE 50 % of the net income of the National Convention.

Section 10. Bank Accounts and Depository Bank – the CHAPTER will maintain its account with at least one (1) bank in good standing to be approved by the Board upon the recommendation of the Treasurer. No account can be opened by any Committee in the name of the CHAPTER or that of his own project without the approval of the Board and without the Treasurer being one of the signatories.

Section 11. Donations - the CHAPTER may accept donations according to the rules and regulations of the State of California, U.S.A.

Section 12. External Auditor -- the CHAPTER shall retain an external Auditor approved by the Board.

ARTICLE X

SUSPENSION OR IMPEACHMENT FROM OFFICE AND/OR FROM THE CHAPTER

Section 1. Grounds for Suspension or Impeachment – Elected officers and members of the Commission on Elections may be suspended or impeached for violation of this Constitution and By-Laws, conviction of any crime involving moral turpitude, dereliction of duty or conduct inimical to the interest of the Organization, malfeasance, misfeasance or non-feasance.

Section 2. Procedure for Suspension or Impeachment – The Board may motu propio, or upon petition by any member, inquire into the existence of any of the aforesaid grounds for suspension or removal of an elected officer or member of the Commission on Elections. After due notice and hearing, the Board shall take whatever action it may deem warranted under the premises. Such action may consist of suspension or expulsion from the CHAPTER. A report on the action taken stating the facts and other circumstances shall be immediately submitted by the Board to the General Assembly in a National Convention for its information or further action, if necessary.

ARTICLE XI

SUPREMACY CLAUSE

Section 1. Supremacy Clause - No provision of this Constitution and By-Laws shall be waived, suspended or in any manner rendered ineffective by any resolution, action, or inaction by any officer, director and affiliate of the CHAPTER.

Violation of this provision shall render all acts pursuant thereto null and void ab initio and the officer/s and/or board/s enforcing or claiming any right or defense under the same shall be subjects to censure, suspension or expulsion by the General Assembly.

ARTICLE XII

AMENDMENTS

Section 1. Method – This Constitution and By-Laws may be modified, altered, amended or repealed by the majority vote of the members in good standing represented in any regular or special Convention called for the purpose and by the majority vote of the Board consistent with the provision of the Corporation Code of the Philippines. (Amended, 2019) and/or the State of California Corporation Code.

ARTICLE XIII

EFFECTIVITY

Section 1. Effectivity – This Constitution and By-Laws shall be effective upon approval of the General Assembly. The provisions of this Constitution and By-Laws shall be prospective in character and nature.

This Constitution and By-Laws shall not, however, affect the qualification, eligibility and tenure of the present elected and constitutionally appointed officers who shall continue to serve the remainder of their term.

END 

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NOTES: FYI only (not part of By-laws)

The initial draft of this constitution was adapted from the Constitution and By-Laws of the PIChE-Metro Manila Academe CHAPTER (2003) revised by Jun Olaño for the establishment of a PIChE CHAPTER in California or in the United States of America.

The draft was informally shown to Daisy Lopoz and Alcio Tumulak for discussion and review during their Zoom meeting on April 7, 2021, 6:00 pm (PST).

The revised document was reviewed and edited by Abet A. Laurito on April 9, 2021 to align some provisions with the newly amended and SEC approved 2020 PIChE Constitution and By-Laws. The edited by-law was briefly discussed during the Zoom meeting of April 10, 2020 where there was a suggestion that the name of the organization be PIChE-USA Chapter but based in California for registration purposes.

Considering feedback from members , Rene Bongo, Adeline Suson, Emma Hilario, Danilo Engreso, and others, the draft was reviewed further by the members of the CORE Group, Daisy Lopoz, Alcio Tumulak, Jun Olaño and Zeny Zabala on May 10, 2021, prior to submission to the PIChE-National Board of Trustees as the Proposed Constitution and By-Laws of the Chapter. This is in connection with the Chapter’s application for admission and recognition during its BOT Meeting on May 15, 2021. During that meeting, the acceptance and recognition of the Chapter was unanimously approved by the Board of Trustees without any objections and comments on the By-Laws of the Chapter. The recognition of the Chapter was formally announced by the President of PIChE, Cris Vines during the Zoom meeting on May 22, 2021 in the presence of the general membership and some members of the BOT of PIChE National and College of Fellows.

Upon the request of Jun Olaño for a template of the logo of PIChE, Evie and Abet Laurito were kind enough to create a logo for the Chapter which is currently adapted as the seal of the Chapter. With the description given by Abet Laurito and with some modifications, Jun Olaño revised the provision in the By-Laws concerning the seal of the Chapter on June 2, 2021, in preparation for the ratification of this Constitution and By-Laws by the general membership in a planned on-line referendum to be scheduled starting June 21, 2021 and to be administered by Abet Laurito in coordination with Mario Dimzon, Interim Chair of the COMELEC.

The approval of the Constitution and By-laws was declared by Mario Dimzon on July 1, 2021 based on the results of the referendum conducted from June 21, 2021 to June 30, 2021. The results of the referendum are: Out of 58 voting members, 35 voted (60.8% turnout); 34 voted YES, and 1 voted NO.