CONSTITUTION AND BY-LAWS
OF THE
PHILIPPINE TECHNOLOGICAL COUNCIL
ARTICLE I - THE COUNCIL
Section 1. NAME - The Council shall be known as the Philippine Technological Council, Inc. (PTC).
Section 2. LOGO - The Council shall adopt a logo depicting its identity and consistent with its purposes and objectives.
Section 3. FISCAL YEAR - The fiscal year of the Council shall start on January 1 and shall end on the following December 31 of a calendar year.
Section 4. OFFICE AND ADDRESS - The Council shall designate its principal office and mailing address within Metro Manila, Philippines.
ARTICLE II - MEMBERSHIP
Section 5. TYPES OF MEMBERSHIP - There shall be four (4) kinds of members of the Council:
a) Regular Members - These shall be integrated scientific and technological professional associations accredited by the Professional Regulation Commission (PRC). Presently, these are:
i) Geodetic Engineers of the Philippines (GEP)
ii) Institute of Integrated Electrical Engineers of the Philippines, Inc. (IIEE)
iii) Institute of Electronic and Communications Engineers of the Philippines (IECEP)
iv) Philippine Association of Naval Architects and Marine Engineers (PANAME)
v) Philippine Institute of Chemical Engineers (PIChE)
vi) Philippine Institute of Civil Engineers (PICE)
vii) Philippine Institute of Environmental Planners (PIEP)
viii) Philippine Society of Agricultural Engineers (PSAE)
ix) Philippine Society of Mechanical Engineers (PSME)
x) Philippine Society of Mining Engineers (PSEM)
xi) Philippine Society of Sanitary Engineers (PSSE)
xii) Society of Aerospace Engineers of the Philippines (SAEP)
xiii) Society of Metallurgical Engineers of the Philippines (SMEP)
xiv) United Architects of the Philippines (UAP)
Other scientific and technological professional associations, which shall, in the future, be accredited by the PRC, may be accepted as a regular member of the Council.
b) Institutional Members - These shall be associations, corporations, partnerships or single proprietorships significantly engaged in scientific and technological enterprises.
c) Honorary Members - These shall be individuals who have made notable contributions to and performed outstanding services to the country and the Council. At no time, however, shall there be more than twenty (20) living honorary members of the Council. Deceased honorary members may be enshrined into the PTC Hall of Fame.
d) Corporate Members - These shall be individuals, associations, corporations, partnerships or single proprietorships who have significantly contributed financially to the Council in support of its major projects and activities.
e) Correspondent Members - These shall be foreign associations and organizations of scientific and technological professionals.
Section 6. RIGHTS AND PRIVILEGES - Members have the following rights and privileges:
a) Regular Members:
i) To participate in all deliberations during General and Special Assemblies of the Council.
ii) To exercise the right to vote on all matters relating to the affairs of the Council during General and Special Assemblies.
iii) To be eligible to any elective or appointive office of the Council.
iv) To avail of the facilities of the Council.
v) To examine the books of the Council during business hours.
b) Institutional Members
i) To participate in all deliberations during General and Special Assemblies of the Council.
ii) To exercise the right to vote on all matters relating to the affairs of the Council during the General and Special Assemblies.
iii) To avail of the facilities of the Council.
c) Honorary Members
i) To participate in all deliberations during General and Special Assemblies of the Council.
ii) May be invited as advisers to the Board of Trustees of the Council.
iii) To avail of the facilities or assistance of the Council if so needed.
d) Corporate Members
i) To be mentioned as corporate sponsors of the Council in all its undertakings.
ii) To avail of the facilities or assistance of the Council if so needed.
e) Correspondent Members
i) To enjoy the full support of the Council in their major undertakings as may be requested from the Council.
Section 7. DUTIES AND RESPONSIBILITIES - Members shall have the following duties and responsibilities:
a) Regular Members:
i) To obey and comply with the by-laws, rules and regulations that may be promulgated by the Council from time to time.
ii) To attend all meetings of the Council.
iii) To pay membership dues and other assessments as the Council may set from time to time.
b) Institutional Members
i) To obey and comply with the by-laws, rules and regulations that may be promulgated by the Council which are applicable to them.
ii) To pay membership dues and other assessments as the Council may set from time to time.
c) Honorary Members
i) To give the Council their full support in its major undertakings.
d) Corporate Members
i) To comply with the financial obligations set forth by the Council for corporate members.
e) Correspondent Members
i) To give to the Council their support and cooperation in its major undertakings as may be asked of them by the Council.
Section 8. TERMINATION - Termination or forfeiture of membership shall be decreed by the two-thirds (2/3) vote of the Board of Trustees of the Council for any of the following causes:
a) Any act inimical to the policies, purposes, rules, regulations or interests of the Council.
b) Non-payment of any dues or assessments imposed by the Board of Trustees after six (6) months from the date these are due.
c) Withdrawal of the accreditation by the Professional Regulation Commission.
d) Voluntary resignation in the form of a board resolution for organizations, associations, corporations, partnerships and a letter for individuals.
Section 9. REINSTATEMENT - Only Regular members which have lost their membership due to any of the causes cited in Section 8 may be readmitted upon two-thirds(2/3) vote by the Board of Trustees after:
a) Reparation for any damage caused to the Council.
b) Settlement of financial obligations
c) Reinstatement of accreditation by the Professional Regulation Commission.
ARTICLE III - GENERAL ASSEMBLY
Section 10. GENERAL ASSEMBLY - The general authority for the governance of the Council shall be vested in the General Assembly who shall meet annually for the following purposes:
a) To assess the accomplishments of the Council;
b) To decide on the collective action to be undertaken by the Council in accordance with its policies and purposes.
Section 11. COMPOSITION OF THE GENERAL ASSEMBLY - The General Assembly shall be composed of five (5) representatives of each Regular member and one (1) representative from each Institutional Member.
Section 12. ANNUAL GENERAL ASSEMBLY - The Annual General Assembly of the Council shall be held before the end of each fiscal year at such time and place as may be designated by the Board of Trustees. The order of business shall generally be as follows:
a) Proof of required notice of meeting
b) Proof of the presence of a quorum
c) Reading and approval of the minutes of the previous meeting
d) Reports of the President and Treasurer
e) Unfinished business
f) Other matters
g) Adjournment
Section 13. SPECIAL ASSEMBLY - Special assemblies of the council may be called by the President, or in his absence, the Vice President for External Affairs or by the order of at least eight (8) members of the Board of Trustees, whenever it shall be deemed necessary. It shall also be the duty of the President to order and call a special meeting whenever at least ten (10) Regular member associations shall so request in writing.
Section 14. NOTICES OF ASSEMBLY - Notices of the time and place of holding a General Assembly or Special Assemblies of the Council shall be given either by mailing or delivering the same, at least ten (10) days before the date set for such Assembly. Every Regular member shall furnish the Secretary with the address at which notices of Assemblies/meetings and all other corporate notices shall be served or mailed. The notice shall include the agenda of the meeting.
Section 15. QUORUM - At any Assembly of the Council, a simple majority of the Active Regular Members present and represented by their official representatives, shall constitute a quorum.
Section 16. MAJORITY VOTE - At any Assembly of the Council, votes from each representative from the Active Regular and Institutional Members shall be counted for in any deliberation. However, Active Regular members are entitled to a maximum of five (5) votes provided they are physically present in the Assembly. Institutional members are entitled to only one (1) vote.
Section 17. ACTIVE REGULAR MEMBERS - An Active Regular Member shall refer to Regular members who are actively involved in the Council, in terms of the required attendance in Assemblies and Council activities and the payment of dues and assessments required annually.
ARTICLE IV - BOARD OF TRUSTEES
Section 18. BOARD OF TRUSTES - The policy making powers of the council, conduct of business and control of assets shall be vested on the Board of Trustees.
Section 19. COMPOSITION OF THE BOARD OF TRUSTEES - The Board of Trustees shall be composed of one(1) officially designated representative of each Regular Member. Only incumbent officers, directors and past presidents of the Regular Members are qualified to be officially designated to be members of the Board of Trustees. The immediate past President of the Council shall sit as ex-officio member of the Board of Trustees.
Section 20. TERM OF OFFICE - The Board of Trustees shall serve for one(1) year, or until their successors have been elected and qualified. A duly designated Trustee shall continue to serve out his/her complete term of office, and shall not be replaced by the Regular Member, except in cases of death, physical disability or expulsion from the rolls of the Regular Member.
Section 21. VACANCY - If a vacancy shall occur among the members of the Board of Trustees by reason of death, resignation or for any other reason, such vacancy may be filled by the remaining Trustees at a meeting at which a quorum of the remaining member shall be present. A Trustee absent for three (3) consecutive meetings may be considered, at the discretion of the Board, as having resigned.
Section 22. MEETINGS - The Board of Trustees shall hold its organizational meeting at the beginning of the fiscal year. Thereafter, the Board shall hold monthly meetings at such time and place as the Board may determine.
Section 23. QUORUM - A simple majority of the Regular members shall constitute a quorum.
Section 24. BOARD OF ADVISERS - The Board of Advisers shall be composed of the five (5) immediate past Presidents of the Council. The Board of Advisers may be invited from time to time to the Board of Trustees meeting as an observer and may provide advice to the Council.
ARTICLE V - OFFICERS AND EXECUTIVE COMMITTEE
Section 25. ELECTION OF OFFICERS - During the organizational meeting of the Board of Trustees, an Election Committee composed of the three (3) past Presidents of the Council shall officiate the conduct of the election of Officers of the council. The Officers to be elected are President, Vice President for External Affairs, and Vice President for Internal Affairs, Secretary, Treasurer and Internal Auditor..
Section 26. TERM OF OFFICE - The term of the Officers of the Council shall begin immediately upon election to office and will end on December 31 of the same calendar year, or until such time that his/her successor is elected and qualified.
Section 27. PRESIDENT - The President shall be the Chief Executive Officer of the Council. He shall preside in all meetings and have general supervision of the affairs and assets of the Council, and over its several officers and employees or committees. He shall execute all contracts, orders and resolutions of the Board and countersign checks drawn by the Treasurer. He shall submit to the Board and to the members at each Annual General Assembly a complete report of the activities of the Council and the report of the Treasurer. He shall act according to his best judgment and discretion in matters requiring immediate action and which cannot be properly brought before the attention of the Board.
Section 28. VICE PRESIDENT FOR EXTERNAL AFFAIRS - The Vice President for External Affairs shall be in charge of implementing the external affairs policies of the Council as prescribed by the Board of Trustees. He shall be the Chairman of the International Relations Committee with the main task of ensuring the integrity of any registers that are being maintained by the Council. He shall have such powers and perform such duties as the Board shall from time to time prescribe. In case of the absence or inability of the President to act, the Vice President for External Affairs shall have the power to discharge the duties of the President.
Section 29. VICE PRESIDENT FOR INTERNAL AFFAIRS - The Vice President for Internal affairs shall be in charge of implementing the internal affairs policies of the Council as prescribed by the Board of Trustees. He shall be the Chairman of the Internal Affairs Committee. He shall have such powers and perform such duties as the Board shall from time to time prescribe.
Section 30. SECRETARY - The Secretary shall keep all the records of the Council, shall keep the minutes of the meetings of the Board of Trustees, and of all committees in a book or books kept for that purpose and shall furnish a copy of all such minutes to the President, and when authorized by Board of Trustees, he shall affix such seal to any instrument requiring the same. The Secretary shall have charge of the membership certificate book and such other books and papers, as the Board of Trustees shall direct. He shall attend to the issuance of all notices, and he shall have such powers and perform such other duties pertaining to or are incident to his office or as the Board of Trustees or Executive Committee shall from time to time prescribe.
In the absence of the Secretary or his inability to act, the Assistant Secretary designated by the Board of Trustees shall have all the foregoing powers and duties.
Section 31. TREASURER - The Treasurer shall have the charge of all funds, securities, receipts and disbursements of the Council, and shall exercise, in addition to those stated, the duties and powers incident to his office and which may be prescribed hereafter by the Board of Trustees. He shall deposit or cause to be deposited as soon as practicable after he receives the same, all monies and other valuable effects in the name and the credit of the Council in such banks or trust companies as the Board may, from time to time, designate. He shall render to the President or the Board of Trustees whenever required, an account of the financial conditions of the Council and all his transactions as Treasurer. As soon as possible after submission of each annual report, the same shall be the subject to audit by an External Auditor appointed by the Board of Trustees. He shall keep correctly the books of account of all business transactions of the Council, in accordance with the accounting procedure and classification and system of bookkeeping prescribed by the External Auditor. He shall make disbursements when ordered by the President or the Board of Trustees upon presentation of vouchers and/or receipts, and shall sign with the President all checks drawn against the funds of the Council. He shall post a bond in such amount as the Board may determine. In case of the absence of the Treasurer or his inability to act, the Assistant Treasurer designated by the Board of Trustees shall have the foregoing powers and duties.
Section 32. INTERNAL AUDITOR - The Internal Auditor shall audit at the end of each fiscal years or from time to time, as may be warranted, the funds of the Council. He shall submit reports of the audit to the Board. He shall countersign the financial report of the Treasurer or the financial status of the Council at every Annual General Assembly and perform such other duties at the Board of Trustees shall from time to time prescribe.
Section 33. EXECUTIVE COMMITTEE - An Executive Committee shall be formed and shall be composed of the President, Vice President for External Affairs, Vice President for Internal Affairs, Secretary, Treasurer, Internal Auditor and the Immediate Past President. This body shall act on matters of urgency in the intervals between the regular meetings of the Board of Trustees. Its decisions have to be ratified by the Board of Trustees in the immediately succeeding regular or special meeting of the Board of Trustees.
Section 34. COMPENSATION - The Officers of the Council shall not receive compensation for their services.
ARTICLE VI - STANDING COMMITTEES
Section 35. APPOINTMENT OF CHAIRMEN AND MEMBERS - Within thirty (30) days after its organization, the Board of Trustees, except as hereafter provided, shall appoint a chairman and two members each for the following standing committees, as nominated by the President of the Council.
Section 36. INTERNATIONAL RELATIONS COMMITTEE - The duties of the International Relations Committee are:
a) To establish affiliation and closer relationships with similar organizations abroad.
b) To maintain the pertinent registries in which the Council is a participant
c) To promote correspondences with, travel to, cultural activities, conferences and seminars with, and fellowship grants to foreign countries.
d) To cooperate and coordinate with international organizations in the allied fields of science and technology.
e) To take charge of the relationships with counterpart organizations in foreign countries.
f) To coordinate with the pertinent government institutions regarding international understanding and agreements concerning the technology professions.
Section 37. MEMBERSHIP COMMITTEE - The duties of the Membership Committee are:
a) To take charge of all matters concerning membership, by way of effecting the process of acceptance of all accredited professional organizations as Regular Members of the Council.
b) To maintain as up-to-date listing and directory of Regular Members and their officers and directors, including personal and professional data.
c) To set up the criteria to define the membership status and their standing with the Council.
d) To take charge of enticing all members to be up to date in paying their annual dues and other financial obligations with the Council.
e) To encourage the Regular members to be present in monthly Board of Trustees meetings, and be more active and innovative.
f) To evaluate prospective Regular, Institutional, Corporate and Correspondent Members and recommend its findings to the Board of Trustees.
Section 38. WAYS AND MEANS COMMITTEE - The duties of the Ways and Means Committee are:
a) To conduct studies and researches with the final view of placing the Council in sound financial conditions to meet its obligations and the financing of its projects.
b) To study and recommend ways and means as to make feasible the proper implementation of the Council’s projects.
c) To study and recommend an effective program in the collection of fees, dues and other assessments including acceptance of donations, bequeaths, etc., in order to generate funds.
Section 39. SELECTION AND AWARDS COMMITTEE - The duties of the Selection and Awards Committee are:
a) To take charge of all matters pertaining to internal recognition for services rendered to the Council and the technological professions and granting of awards.
b) To select and recommend qualified persons eligible for Honorary Membership, for other awards pertinent to the practice of the technological professions and for other awards and recognition as may be subsequently approved by the Board.
Section 40. PUBLICATIONS AND PUBLIC RELATIONS COMMITTEE - The duties of the Publications and Public Relations Committee are:
a) To establish a system of communications with all the Regular Members.
b) To organize, establish and supervise over-all information and publications of the Council for proper dissemination to the Council members.
c) To promote the image of the Council and the technological professions and to establish relations with the media for proper education of the public regarding the Council.
d) To prepare write-ups for publication to project good image and make the public aware of the Council is doing for the good of the technology professions in particular and the nation in general.
Section 41. INTERNAL AFFAIRS COMMITTEE - The duties of the Internal Affairs Committee are:
a) To promote the objectives of the Council to its Regular Members
b) To unify the efforts of the Council to better administer its affairs in the various technological professions
c) To coordinate and combine the efforts of the Regular Members within the Council
d) To promote harmony and cooperation among the Regular Members of the Council
e) To take charge of Council matters affecting the interest of the Regular Members of the Council.
Section 42. GOVERNMENT AND CIVIC AFFAIRS COMMITTEE - The duties of the Government and Civic Affairs Committee are:
a) To participate in matters concerning national development of the Philippines.
b) To develop awareness of the Council in national and civic affairs, setting forth what the individual member-organizations can do.
c) To promote and develop functions and responsibilities of the technological professions to society in general and work towards making the Council leadership felt in government and civil society.
d) To take charge of the relationship with government agencies, such as the DOST, DTI, CHED, PRC, DFA, NEDA etc.
Section 43. LEGISLATION AND LEGAL AFFAIRS COMMITTEE - The duties of the Legislation and Legal Affairs Committee are:
a) To represent the Council in the enactment of laws affecting the practice of technological professions and on legal issues affecting the Council.
b) To act as the clearing-house for Regular Members proposing amendments of their basic laws to avoid overlapping and conflict.
Section 44. PLANNING COMMITTEE - The duties of the Planning Committee are:
a) To formulate short and long term plans and strategies and follow through from the current to the succeeding administrations to achieve the vision, missions and objectives of the Council.
Section 45. YOUNG ENGINEERS’ COMMITTEE - The duties of the Young Engineers’ Committee are:
a) To oversee the activities of the Young Engineers’ of the Philippines(YEP) as a counterpart of the “Young Engineers of the ASEAN Federation of Engineering Organization (YEAFEO).
b) To coordinate and act as liaison between the Council and the YEP.
Section 46. SPECIAL COMMITTEES - The President may submit for consideration by the Board of Trustees the formation of any special or ad hoc committee, including the appointment of a chairman and two (2) members, as he might deem necessary. The Board of Trustees shall prescribe the duties and responsibilities of the special or ad hoc committee.
ARTICLE VIII - FINANCE
Section 47. FUNDING - Funds and resources for the general support of the Council and its projects shall come from these sources:
a) Entrance fees and annual membership dues
b) Voluntary contributions and donations
c) Other sources authorized by the Board of Trustees
Section 48. LIABILITIES - The Council shall not be liable for the financial obligations of any of its Officers or Committees, unless these are previously authorized by the Board of Trustees. In the absence of a showing of malice, bad faith or negligence, the Council, its Board of Trustees and other officers shall not be answerable for any damage incident to any complaint, charge, investigation, prosecution, proceeding, trial, decision, resolution, or action, caused or done under the authority of this Constitution and By-laws.
Section 49. IMMUNITY FROM ANY LEGAL ACTION - During the term of office of the duly elected officers of the Council, any individual officer is not liable and cannot be sued by anybody for implementing decisions made by the Board of Trustees.
ARTICLE IX – EXTENSION ORGANIZATIONS
Section 50. GUIDELINES - An extension organization of the Council may be established on a provincial or regional level, depending on the number of chapters of the Regular Members in a locality, subject to the approval of the Board of Trustees and ratification by the Council in a general or special assembly, in accordance with the basic guidelines as follows:
a) Only recognized chapters of the Regular Members shall be considered members of the extension organization.
b) The names of the extension organization my be identified as: PTC – (Province or Region) Section. The word Section should be affixed to the name, in order to identify them as an extension of the Council.
c) Autonomy of each section in the pursuit of its own objectives and purposes shall be upheld and maintained at all times.
d) A section of the council shall be created for the purpose of promoting maximum participation of all Regular Member chapters in the Council’s affairs and advancing the objectives of the Council. A section shall be an extension of the Council in the section’s territory or jurisdiction, though which all programs and projects shall be carried out and implemented, except when the nature of a project shall require direct implementation by the Council, in which case the Board of Trustees shall assign the project to the appropriate standing committee or form an appropriate Ad Hoc committee for the purpose.
e) Such other guidelines as may be proposed by the Board of Trustees.
Section 51. YOUNG ENGINEERS OF THE PHILIPPINES - The Young Engineers of the Philippines shall be an extension organization of the Council.
ARTICLE X – AMENDMENTS
Section 52. PROPOSALS FOR AMENDMENTS - The Board of Trustees shall have the power to propose amendments to the Council’s Constitution and By-Laws subject to ratification in the next succeeding General Assembly or in a Special Assembly specifically called for that purpose, provided that these proposals are not contrary to existing laws and regulations. The proposed amendments shall be presented to the Board of Trustees in writing at least thirty (30) days before the General or Special Assembly.
Section 53. RATIFICATION – A simple majority vote of the Regular members in the General or Special Assembly shall constitute approval of the proposed amendment, which will take effect during the ensuing fiscal year.
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