ARTICLE I
NAME
The name of this non-profit organization shall be the ISOC, INC. hereafter referred to as
the “Chapter” of the Internet Society (ISOC) hereafter referred to as the “Association”.
ARTICLE II
PURPOSE
To enable and promote debate and genuine dialogue among government, industry,
academe and individuals concerned with the integration of Internet technologies within
the country's technological, research, educational, social and business infrastructure.
To promote intelligent and responsible use of the Internet by broadening critical
awareness of Internet infrastructure, technologies and regulations, with emphasis on the
creative and innovative use of the Internet towards academic, educational, charitable
and scientific purposes, and how these might impact on the individual and society as a
whole.
To represent the Philippine Internet community in government committees and in
international forums that deal with the various technical, legal and social aspects of the Internet, especially to ensure representation of developing world concerns in determining the shape and future of the Internet e.g. representation, participation and raising of concerns in government and the international community.
To encourage and support the advancement of innovations in Internet technologies as
well as the conduct of Internet-related research especially recognizing its originality, and scientific and practical value.
These bylaws neither supersede nor abrogate any of the Bylaws of the Internet Society
that regulate Chapter affairs.
ARTICLE III
MEETINGS
Section 1. Annual Meetings – The annual meetings of the members shall be held at the
principal office of the Chapter on of each year. The
President shall render his annual report to the members regarding the activities of the
Chapter. The elections directors shall also be held during this regular meeting.
Section 2. Special Meetings – Special meetings of the members shall be called as the
need thereof arises, by the Board of Trustees or the President or upon of 1/3 of the
general membership.
Section 3. Notices – Notices of the time and place of annual and special meetings of
the members shall be given either personally, by special delivery mail or electronic mail
at least two (2) weeks before the date set for such meeting. The notice of every special
meeting shall state briefly the purpose or purposes of the meeting.
Section 4. 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 the affirmative vote
of a greater proportion.
Section 5. Order of Business – The order of business at the annual meeting of the
members shall be as follows:
a. Proof of service of the required notice of the meeting.
b. Proof of the presence of a quorum.
c. Reading and approval of the minutes of the previous annual meeting.
d. Unfinished business.
e. Report of the President.
f. Election of the Trustees for the ensuing year.
g. Other matters.
Section 6. Voting Proxy – Each member shall be entitled to one vote and he may vote
either in person or by proxy which shall be in writing and filed with the Secretary of the Chapter before the scheduled meeting.
ARTICLE IV
TRUSTEES
Section 1. Board of Trustees – The corporate powers of the Chapter shall be exercised,
its business conducted and its property controlled by the Board of Trustees.
Section 2. Qualifications – the trustees to be elected must be of legal age and
members of the Chapter.
Section 3. Disqualification of Trustees or Officers – No member convicted by final
judgment of an offense punishable by imprisonment for a period exceeding six (6) years
or a violation of the Corporation Code of the Philippines committed within five (5) years
prior to the date of his election of appointment shall qualify as a trustee or officer.
Section 4. Term of Office of Trustees – The trustees shall hold offices for one year and
until their successors are duly elected and qualified.
ARTICLE V
OFFICERS
Section 1. Officers – The officers of the Chapter shall be a President, a Vice-President,
a Secretary and a Treasurer. They shall be elected by the Board of Trustees from
among themselves. The Board may combine compatible offices in a single person.
Section 2. Term of Office of Officers – All officers of the Chapter shall hold office for
one year and until their successors are duly elected and qualified.
ARTICLE VI
FUNCTION & POWERS OF OFFICERS
Section 1. President – The President shall be the Chief Executive Officer of the
Chapter. He shall preside in all meetings of the members of the Chapter and the board
of trustees.
He shall execute all resolutions of the Board of Trustees. He shall be charged
with directing and overseeing the activities of the Chapter. He shall submit to the Board
as soon as possible after the close of each fiscal year and to the members of each
annual meeting a complete report of the activities and operations of the Chapter for the
fiscal year under his term.
Section 2. Vice-President – The Vice-President, if qualified, shall exercise all powers
and perform all duties of the President during the absence or incapacity of the latter and shall perform his duties that maybe assigned by the Board of Trustees.
Section 3. Secretary – The Secretary shall give all notices required by these by-laws
and keep the minutes of all meetings of the members and of the Board of Trustees in a
book kept for the purpose. He shall keep the seal of the Chapter and affix such seal to
any paper or instrument requiring the same. He shall have custody of the members
register and the correspondence files of the Chapter. He shall also perform all such
other duties and work as the Board of Trustees may from time to time assign to him.
Section 4. Treasurer – The Treasurer shall have charge of the funds receipts and
disbursements of the Chapter. He shall keep all moneys and other valuables of the
Chapter in such banks as the Board of Trustees may designate. He shall keep and have
charge of the books of accounts. He shall also perform such other duties and functions
as may be assigned to him from time to time by the Board of Trustees. He shall post a
bond in such amount as may be fixed by the Board of Trustees.
ARTICLE VII
MEMBERS
All members of a Chapter shall also be members of the Internet Society. Membership is
not necessary, however, for participation in activities of the society or its Chapters.
All individuals and organizations falling within the defined scope of the chapter shall be eligible for membership without discrimination. Membership shall take effect on a per
year basis upon acceptance and receipt of payment dues.
Membership in the Chapter shall be open to all ISOC members in the locality served by
the Chapter upon request and payment of any local dues, as determined by the
Executive Committee.
Section 1. Qualifications for Membership – The board shall determine the qualifications
of an application for membership.
Section 2. Rights of Members – A member shall have the following rights:
a. To exercise the right to vote on all matters relating to the affairs of the
Chapter.
b. To be eligible to any elective or appointive office of the Chapter.
c. To participate in all deliberations / meetings of the Chapter.
d. To avail of all the facilities of the Chapter.
e. To examine all the records or books of the Chapter during business hours.
Section 3. Duties and Responsibilities of the Members – A member shall have the
following duties and responsibilities:
a. To obey and comply with the by-laws and regulations that may be
promulgated by the Chapter from time to time.
b. To attend all meetings of the Chapter.
c. To pay membership dues and other assessments of the Chapter.
ARTICLE VIII
SUSPENSION, EXPULSION & TERMINATION OF MEMBERSHIP
Any members of the Chapter may file charges against a member by filing a written
complaint with the Secretary of the Chapter. The Board of Trustees shall call a special
meeting to consider the charges. The affirmative vote of majority of all the trustees shall be necessary to suspend a member provided hat where the penalty is expulsion, the
affirmative vote of majority of all the members of the Chapter shall be necessary.
ARTICLE IX
FUND
Section 1. Funds – the funds of the Chapter shall be derived from admission fees,
annual dues and special assessments of members, gifts or donations.
Section 2. Disbursements – Withdrawal from the funds of the Chapter 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 3. Fiscal Year – The fiscal year of the Chapter shall be from January 1st to
December 31 of each year.
ARTICLE X
EXECUTIVE COUNCIL
Section 1. The Executive Council shall consist of the present Chapter officers, the
immediate Past Chair, the chairmen of the Chapter's committees and a representative of
Members-at-Large.
Section 2. The term of the members of the Council shall coincide with the terms of the
officers. They shall take office on the first day of the fiscal year and serve for one year.
ARTICLE XI
COMMITTEE
Section 1. With the advice of the Chapter Executive Council, the Chair may appoint
several committees e.g. conference and training organizer or facilitator, budget, audit,
marketing and among others when required which shall then be screened and approved
by the majority of the Chapter Executive Council.
Section 2. The Program Committee shall plan and make arrangements for the chapter
activities in accordance with the membership’s interest and the aims of the Chapter as
set forth in the Article II.
ARTICLE XII
DISSOLUTION OF THE CHAPTER
Section 1. Dissolution of this Chapter by consent of the members shall consist of
unanimous agreement of all its officers together with a majority vote at a meeting which
has been publicized in advance to all members of the Chapter for the purpose of taking
this vote.
Section 2. Should this Chapter be dissolved, its assets shall be transferred to Internet
Society International Headquarters presently located in 1775 Wiehle Avenue, Suite 201
Reston, VA 20190, United States of America
ARTICLE XIII
AMENDMENTS
All proposed changes to these Chapter Bylaws shall have been approved by the ISOC
Membership Team before being presented to the Chapter membership for a vote.
Section 1. Amendments – these by-laws or any provision thereof may be amended or
repealed by a majority vote of the members and by a majority vote of the Trustees at any
regular or special meeting duly held for the purpose.
Adopted this ________ day of _______________________, 2008 in
_______________________________ by the affirmative vote of the undersigned
members representing a majority of the members of the Chapter in a special meeting
duly held for the purpose.
