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CONSTITUTION AND BY-LAWS OF THE PHILIPPINE ASSOCIATION OF NUTRITION (PAN), INC.
WE believe that of all the resources of the nation, man is the most important, but unless properly nourished, he or she becomes not an asset but a liability.
WE are fully aware that in the development of this resource, there is a need to enlist the support of all the sectors of society; and
WE realize that a vigilant organization committed to participate in this overall effort could be a great help in the attainment of the goal of proper nutrition of the people.
THEREFORE, on the foregoing premises, WE, the undersigned, all of legal age, Filipino citizens, bound by a common interest in the food and nutrition problems of the Philippines, have this day associated ourselves together for the purpose of forming this voluntary, civic, non-sectarian, non-political, and non-profit association, to be registered, as a non-stock corporation under the laws of the Republic of the Philippines.
AND, WE HEREBY CERTIFY:
NAME AND PRINCIPAL OFFICE
Section 1. That the name of the association shall be the Philippine Association of Nutrition, Inc.
Section 2. That the principal office of the Association shall be at the Food and Nutrition Research Institute (FNRI) Building at the Department of Science and Technology (DOST) Compound, General Santos Avenue, Bicutan, Taguig City.
Section 1. That the purposes and objectives are:
1. To organize into a single body all those interested in supporting efforts directed towards the attainment of proper nutrition of Filipinos;
2. To promote nutrition consciousness among the Filipino population;
3. To promote professional and personal growth of its members;
4. To initiate and implement projects and to promote research in support of the country’s food and nutrition programs;
5. To encourage proper nutrition practices and engage in consumer protection against nutrition misinformation and misinterpretation;
6. To initiate and support measures and proper legislation affecting the nutritional state of the people and to secure reforms and amendments of the same whenever necessary;
7. To affiliate or establish contact with other nutrition, food and health associations in the Philippines and around the world so as to promote local and international collaborations; and
8. To maintain a journal which will serve as the official organ of the Association.
MOTHER ORGANIZATION AND CHAPTERS
Section 1. The Philippine Association of Nutrition or PAN in Metro Manila is the mother organization.
Section 2. Provincial/City chapters, federated with the mother organization, can be organized outside Metro Manila by at least 15 persons who are eligible for professional membership.
Section 3. Student chapters can be organized within any school, college or university offering degree courses in food and nutrition and allied fields. Student chapters shall be affiliated with their respective provincial or city chapters, or in their absence, with the mother organization.
Section 4. All chapters may formulate their own Constitution and By-Laws consistent with and patterned after that of the mother organization.
Section 1. The Association shall have a logo, which shall appear on stationeries, programs, pamphlets, and other paraphernalia of the Association. The logo consists of two green concentric circles against a white background. The organization’s name, Philippine Association of Nutrition, Inc. is written in the outer rim, while in the inner circle, a green hand holds a green torch, and the initials PAN are written above the torch’s flame.
Section 2. There shall be national and chapter banners for the organization’s identification. The seal of the PAN shall appear in all banners. The national banner shall measure 28” x 48” while the chapter banners shall measure 22” x 34”. The banners shall be made of white textile material with green tussles at the edges and the logo at the center.
Section 1. Membership in the PAN shall be either by application or as prescribed in Section 2 of this article.
Section 2. Membership in the Association shall be those recommended by the Committee on Membership and approved by the Board of Directors of the mother organization or of their respective chapters. The membership shall consist of the following:
a. Professional: College degree holders who have active participation in the promotion of nutrition. They have voting privileges and will receive copies of PAN publications.
b. Associate: Non-college degree holders who have active participation in the promotion of nutrition. They have no voting privileges but may receive copies of PAN publications except the Philippine Journal of Nutrition (PJN).
c. Student: Those majoring in food and nutrition and other allied fields in any recognized college or university.
d. Life: Members of the Association who are at least 50 years of age and who have been professional members of good standing for at least five consecutive years.
e. Fellow: The title fellow shall be conferred upon any charter or professional member who has made outstanding contribution in the field of nutrition in the Philippines and has completed at least five years of continuous membership of good standing on the date of his/her nomination. He/She shall be chosen by unanimous approval of the Directors of the Board of the mother organization upon the nomination of the Committee on Awards.
f. Charter: Members who signed the original Constitution and By-Laws and those whose names appear in the roster of the Association at the time of the incorporation. Chapters shall have their own charter members.
g. Honorary: Those who are invited by the Association to become such because of their exceptional and outstanding contributions in the field of nutrition in the Philippines. They shall be chosen by unanimous approval of the Directors of the Board.
h. Sustaining: Organizations and enterprises that are actually engaged in some phase of endeavor involving nutrition or are interested and/or concerned in the promotion and advancement of nutrition in the Philippines. Such membership shall be approved by the Board of Directors.
Section 3. a. All paying professional members are entitled to receive free copies of the Association’s publication, the PJN, and to participate in the activities of the Association.
b. The student chapter and its school are each entitled to a free copy of the PJN.
c. All professional and life members have the privilege to vote and be elected to positions in the association and to participate in amendments/ issues that will require ratification of the general membership.
d. Sustaining members may send delegates to attend conferences and other activities sponsored by the Association. Their corporate names shall be published as sustaining members in all issues of the PJN.
Section 1. The PAN may affiliate itself with other national or international organizations with parallel objectives as those of the Association, provided the same is approved by a majority vote of the Board.
Section 1. All chapters and active members shall pay the following dues consistent with Article V:
1. An annual affiliation fee of P100 by a student chapter.
2. An annual affiliation fee of P300 by a provincial/ city chapter.
3. An annual membership of P60 by a student member. Of this amount P10 shall be given to the mother organization/provincial chapter and P50 shall remain with the student chapter.
4. An annual membership fee of P100 by an associate member.
5. An annual membership fee of P300 by a professional member.
6. A one-time registration fee of P3,000 by a life member.
7. An annual registration fee of P50,000 by a sustaining member
8. Charter and honorary members shall pay no dues.
Section 2. The fees stipulated above can be changed and revised by a majority vote of the Directors of the Board.
THE PAN BOARD
Section 1. Election of the Board of Directors
1. The election of the members of the Board of Directors shall be held during the biennial meeting of the Association.
2. A Nomination and Election Committee shall be appointed by the President four months before the election date.
3. This Committee will be empowered to select at least 20 candidates from among its members in accordance with the Constitution and By-Laws of the Association.
4. The list of candidates and ballots shall be sent to the voting members at least 60 days before the election date.
5. There shall be no more nomination entertained from the floor.
6. This Committee shall be in charge of the election, canvassing and reporting of the results.
7. The members of the Association, who are qualified to vote, as provided for in Article V, shall elect 14 members of the Board of Directors by secret ballot, either in person or by proxy, at the biennial meeting of the Association. The 14 members receiving the highest votes shall be considered elected as members of the Board of Directors, provided further that no member shall serve for more than two consecutive terms; and provided further that not more than two members shall come from the same agency.
Ties for the fourteenth position shall be resolved by a majority vote of the outgoing Board of Directors. The immediate past president becomes the fifteenth member.
Section 2. Composition and Tenure of Office
The PAN Board of Directors shall be composed of 15 members to include the immediate past president as ex-officio member. They will hold office as such from January 1 of the year following the election for a period of two years or until their successors are duly elected.
Section 3. Vacancies:
Any vacancy in the Board of Directors shall be filled up for the unexpired term through appointment by the Board.
Section 4. Responsibilities of the Board of Directors:
1. It shall exercise the corporate powers and management of the Association, conducts all its business and control and hold all its properties. It shall have the power to lay out the general policies of the Association and the authority to implement the same. It shall examine the books of the Association at intervals, vote and approve expenses in accordance with the budget, and accept donations and legacies.
2. It shall act on all applications for membership and shall consider all questions involving the rights and standing of members, whether in relation to each other or the Association, and decide on all unethical and disciplinary matter appurtenant to them.
3. It shall have the right to express its point of view on any issue or question, which point of view shall be that of the Association. It shall use its influence to secure and enforce all proper food and nutrition legislation and diffuse popular information thereto. It shall promote the scientific spirit and work of the Association, striving to make each meeting a stepping-stone to future ones of highest interest. It shall represent the Association in its relations with food and nutrition associations and agencies in the country and abroad.
4. It shall have the power to create committees and appoint their respective chairpersons as well as their members as recommended by the chairpersons. The President shall be an ex-officio member of such committees. The chairpersons shall submit the names of their members for approval of the Board.
5. As deemed necessary, the It shall have the power to appoint additional non-elective positions which shall be co-terminus with the current Board.
6. It shall have the power to recognize provincial/city and student chapters to become federated with the mother organization; and to prescribe rules and regulations for such recognition.
7. It shall have the power to hire and terminate services as well as prescribe the job specifications and the remuneration of any employee who may be required by the Association.
Section 5. Meetings and Quorum
1. Regular Meetings: The Board of Directors shall meet regularly at least once a month on such date and at such time and place as may be determined by the members of the Board. Eight voting members of the Board shall constitute a quorum.
2. Special Meetings: The Board of Directors may be called at the instance of the President or at the request of two Board members. Written notice of such meeting will be sent to each Board member at least five days before the meeting, specifying the time, place and agenda.
3. The Association shall hold a regular annual/biennial meeting during the Nutrition Month (July), the date, time and place to be fixed by the Board.
4. Order of the meeting:
a. Calling the meeting to order by the President
b. Making roll call and determining quorum
c. Reading of and acting on any unapproved minutes
d. Reporting of Offices and Committees
e. Unfinished business
f. New business
OFFICERS AND DUTIES
Section 1. The incoming Board of Directors including the immediate past President shall, during December following their election, elect among themselves a President, a First Vice-President, a Second Vice-President, a Secretary, an Assistant Secretary, a Treasurer, and an Assistant Treasurer.
Section 2. The Officers shall serve for a term of two years concomitant with their office as members of the Board of Directors.
President: The President shall represent the Association except in matters involving policies, pronouncements and the like, unless previously authorized by the Board of Directors; preside at all meetings of the Board and the Association; perform or delegate such other duties as may be imposed upon him/her by the Board; appoint the chairpersons and members of committees and other non-elective officials with the approval of the Board; and submit at the annual meeting of the Association a written report of the activities of the Association during the preceding year.
First Vice-President: The First Vice-President or Vice-President for internal affairs shall assist the President in the discharge of the latter’s duties, preside at the meetings, and assume all the duties and responsibilities which the President of the Board may delegate to him/her. In case of death, disability or resignation of the President, he/she shall become the President of the Association.
Second Vice-President: The Second Vice-President for external affairs shall assist the President in the discharge of his/her duties; preside at meetings in the absence of both the President and the First Vice-President in the latter’s absence or incapacity; establish and promote external relations with other nutrition, food, health, and allied organizations both local and international; and perform such other duties and responsibilities which the President or the Board of Directors may delegate to him/her. In case of death, disability, resignation on the assumption of the President or the First Vice-President, he/she shall become the First Vice-President of the Association.
Secretary: The Secretary shall make a record of the proceedings of all meetings of the Board and the Association; keep the minutes/highlights of all such meetings; be the custodian of the seal of the Association; keep an updated roster of members showing their respective addresses and dates of affiliation; update record of members on leave, those who have not renewed their membership, and those who have been debarred from membership; issue certificates of membership, with his/her signature and that of the President duly affixed; and perform such other duties and responsibilities which the Board of Directors or the President may assign to him/her.
Assistant Secretary: The Assistant Secretary shall assist the Secretary in the discharge of his/her duties and in the absence or incapacity of the latter, perform all his/her duties and assume all his/her responsibilities. He/she shall perform such other duties, which the Board of Directors or the President may assign to him/her. In case of death, disability or resignation of the Secretary, he/she shall be the Secretary of the Association.
Treasurer: The Treasurer shall be the custodian of the funds and properties of the Association; receive all monies of the Association and disburse the same with the authority of the Board of Directors; keep a full account of all receipts and disbursements; and submit financial reports at the monthly meeting of the Board and at the annual meeting of the members of the Association, or at such times when required by the Board of Directors. He/She shall collect membership fees and dues from members. He/She shall deposit the funds of the Association in banks or investment institutions as may be designated by the Board of Directors.
Assistant Treasurer: The Assistant Treasurer shall assist the Treasurer in the discharge of his/her duties and in the absence of the Treasurer, perform all the duties of the latter. He/She shall be a member of the Finance Committee. In case of death, disability or resignation of the Treasurer, he/she shall become the Treasurer of the Association.
COMMITTEES AND FUNCTIONS
Section 1. The following shall be the functions of the different standing committees of the Association:
1. Committee on Membership: The Committee shall be in charge of recruitment of members including the maintenance of a master list of the members. The Committee shall maintain its roster of members including their agency affiliations, addresses and other pertinent information. It is the Committee’s responsibility to continue recruiting members for the Association.
2. Committee on Chapters: The Committee shall be in charge of organizing and maintaining provincial/city and student chapters including the monitoring of their activities. The Committee shall be in charge of liaising with chapter presidents, including the coordination of invitations for the PAN mother agency.
3. Committee on Special Projects: The Committee shall be in charge of organizing special activities of the Association such as scientific meetings, consumer protection and consciousness fora, and other activities and projects on nutrition and related matters in pursuance of the objectives of the Association. The Committee shall be in charge of organizing working groups, and ensuring the completion of assigned tasks.
4. Committee on Annual Convention: The Committee shall be over-all in charge of planning and organizing the annual convention. It shall be in charge of organizing working committees such as Program, Reception, Registration and Invitation, Documentation and Evaluation, Food and Physical Arrangements, Ways and Means, and other committees which may be needed. The Annual Convention committee shall draw up the terms of reference of each working committee with the end in view of ensuring success of the conduct of the annual convention.
5. Committee on Awards: The Committee shall be in charge of formulating the guidelines for the purpose of giving awards such as the PAN fellow award, outstanding PAN student, outstanding PAN chapter, and other awards which the Board deems worthy. The Committee shall ensure objectivity in its work. The Committee shall recommend to the Board for its approval, the PAN annual awardees before the annual convention.
6. Committee on Legislation and Constitutional Amendments: The Committee shall be in charge of drafting position papers on nutrition and related bills for consideration of the House of Representatives or the Senate, including liaison work with other organizations. The Committee shall be in charge of organizing group discussions toward amending the constitution, if and when necessary.
7. Committee on External Relations: The Committee shall maintain working relationships with all sectors of the society, particularly organizations and bodies concerned with nutrition, in pursuance of the objectives of the Association.
8. Committee on Nomination and Election: The Committee shall solicit and process nominations from the active members of the Association. The Committee shall be responsible for conducting the election with impartiality and objectivity, as well as counting the ballots and declaring the new members of the Board of Directors of the Association. The Chair of this Committee shall be appointed from the members of the Board or from active members of the Association except the Committee on External Relations.
Section 2. The Board of Directors may create Ad Hoc Committees whenever the need arises.
Section 1. The Association shall maintain a scientific journal to be called the Philippine Journal of Nutrition managed by an Editorial Board to be appointed by the Board of Directors and whose composition and functions shall be defined by the Board of Directors.
Section 2. The Association may also publish newsletters and other similar publications directed to the general public.
Section 1. The fiscal year of the Association shall be from 01 January to 31 December of each year.
Section 1. The Association and chapters may offer the position to any outstanding person/fellow who has the expertise, experience and other support for the Association.
Section 1. The fees paid by the members of the PAN shall constitute the regular funds of the Association, and which may be disbursed in accordance with the annual budget duly prepared by the President and the Treasurer, and approved by the Board.
Section 2. To carry out the objectives of this Association, the PAN Board may accept donations, grants, contributions, financial aid, and other legal funds from persons, corporations, organizations, foundations, and other entities, public or private, local and international. These shall constitute the special funds of the Association.
Section 3. These funds shall be deposited in separate and special accounts with a reputable bank to be chosen by the majority of the Board of Directors. All disbursement checks, savings accounts, withdrawals, and endorsement of investment bonds of the Association shall be signed by the President or the First Vice-President jointly with the Treasurer or the Assistant Treasurer.
Section 4. The interest obtained from the deposit shall go to the respective funds.
The rules contained in Roberts Rules of Order shall be applied in this organization in cases, which are not consistent with the by-laws or special rules or orders of this organization.