Press Release
For Immediate Release

SEC Approves Amended Articles of Incorporation and Bylaws of CHSAF

13 March 2024, Manila Philippines. CHS Alumni Foundation Inc. (CHSAF) is pleased to announce that its amended Articles of Incorporation and Bylaws have been approved by the Securities and Exchange Commission (SEC) effective February 29, 2024. The amendments were voted upon and approved by the members of CHSAF during its Annual General Membership Meeting (AGMM) on February 6, 2022.

The proposed amendments are intended to:

• Align the bylaws with the new provisions of the Revised Corporation Code (RCC);
• Change the principal office following the closure of CHS Manila;
• Make membership more inclusive, hence the use of the term “Alumni” instead of “Alumnae” in the name of the Foundation;
• Enable efficient payment and recording of membership dues;
• Clarify the terms of office of trustees and officers; and,
• Empower class representatives.

CHSAF President Guillermina M. Ong said, “Allow me to congratulate our alumni for their solid participation and utmost cooperation toward securing SEC approval of our Amended Bylaws and Articles of Incorporation. This is a major milestone in CHSAF’s vision to be an exemplary foundation as it adopts and applies good corporate governance in accordance with Philippine law and international best practices. Thank you to all the Trustees past and present who deliberated and proposed these amendments to serve the best interests of CHSAF.”

The CHSAF Board of Trustees wishes to express special gratitude to Atty. Teresita Herbosa who guided the Board through the amendments of the By-laws & Articles of Incorporation and continues to provide guidance to CHSAF with all other legal matters. Atty. Herbosa was a former Chairperson of the Securities and Exchange Commission and co-authored the Revised Corporation Code. CHSAF, therefore, could not be more blessed to have her as its legal adviser. 

Among others, the amended Articles and Bylaws provide:

QUORUM AND VOTING REQUIREMENTS:

• The AGMM shall be held on the first Saturday of March primarily for the election of new trustees. The provision in the old Bylaws that in the election of trustees, incumbent trustees vote for new trustees at the Annual General Membership Meeting (AGMM) has been retained. It bears emphasis that the quorum for a valid election of trustees at the AGMM is majority of all members of good standing.
• Other major corporate acts or transactions shall be voted upon at the AGMM or special members meetings as may be prescribed by the RCC in the following manner:

–  Quorum for said meetings are majority of all members of good standing.
–  The incumbent trustees and active member-class representatives are entitled to vote and majority of those present in person or by proxy is required for approval.

• Notices may be served personally, by ordinary or registered mail, through electronic mail such as email, or other means as the SEC may allow such as SMS, publications, viber posts, etc. within the specific period of time stated in the By-Laws or the RCC, as the case may be.
• Attendance and voting during general or special members meetings may be in person or by proxy, via remote communication or in absentia.
• For board meetings, quorum shall be at least 8 trustees and majority of those present in person should vote for approval of a resolution, unless the RCC requires a higher vote. No proxy is allowed in board meetings.
• The Bylaws now provide for arbitration as a mode of resolving intra-corporate disputes subject to the following:

–  Arbitration shall be conducted by a panel of accredited arbitrators
–  No court action may proceed if arbitration is available
–  Arbitration proceedings may be treated as confidential upon request of the parties

• The By-laws now provide for the creation of an Executive Committee

–  The Excom shall be composed of at least 3 incumbent trustees
–  The Board may delegate powers within its own competence to the Excom except where

1. 1. 1. 1. Approval by members entitled to vote at a duly called members meeting is required by the RCC;
         2. Filling up of vacancies in the Board depending on the cause, should be done either at the AGMM or a special general members meeting, or a Board meeting, in accordance with pertinent RCC provision;
         3. Amendment or repeal of Bylaws is involved;
         4. The purpose is to amend or repeal a Board resolution that was expressly made not amendable or repealable.

• The Board is empowered, in its discretion and without having to amend the Bylaws, to create other committees whether temporary or permanent and determine its composition, membership, powers and responsibilities including the adoption of a committee charter.

OFFICIAL ADDRESS
In due course, and upon official announcement, the official address of CHSAF, as provided in Section 3 of the amended Articles of Incorporation, will be as follows:

The Office Room, Convent of the Holy Spirit,
8 Poinsettia Rd., Barangay Immaculate Conception,
Quezon City

Nevertheless, the relocation of CHSAF principal office will not affect the AGMM or Special Members Meetings which can be held anywhere in the Philippines face to face or by proxies and/or via remote communication; and, Board meetings which may be held anywhere in the Philippines or even abroad face to face (no proxy allowed) and/or via remote communication.

MEMBERSHIP
1.  Regular membership will be open to those who benefitted from the SSpS brand of quality Catholic education, particularly the alumni of other Holy Spirit schools (HSS), in the Philippines or abroad, upon payment of annual membership dues and other requirements/criteria as the Board may adopt, as follows:

• All graduates of Elementary, High School, College or Graduate levels of the College of the Holy Spirit Manila (CHSM),
• It may also include anyone who studied at CHSM or HSS in the Elementary, High School or College level subject to requirements/criteria as the Board may adopt.
• A HSS alumnus/na with the qualifications and willing to be a member, may file an application to be a regular member.

2. Affiliate membership is now allowed. Alumni associations or foundations – exclusively composed of individual alumni or students of CHSM or HSS in the Philippines or abroad, upon payment of annual membership dues and such requirements/criteria as the Board may determine in due course.  CHSM and HSS alumni associations or foundations may apply to be an affiliate member.

In addition, the amended Bylaws gives the Board the ability to review and determine the rules and standards for membership by way of new or revised categories, additional qualifications, conversion from one category to another, and other requirements, for as long as it serves the interest of the Foundation.

This will enable the Board, without need of amendment to the Bylaws, to decide on matters such as whether or not individual members of affiliate associations or foundations may automatically be regular members

MEMBERSHIP DUES

To simplify the process of payment and collection of dues, the amendments include the following:

• Trustees, officers and class representatives who fail to pay their dues automatically become inactive members and lose their positions and voting rights;
• Members who fail to pay their dues cannot attend CHSAF members meetings but may still participate in the alumni homecoming activities with the approval of majority of their classmates;
• Class representatives or designated class officers remain primarily responsible for collection of membership dues;
• Online payments or bank transfers of membership dues to the designated bank account of each class or directly to CHSAF designated bank account will be allowed subject to strict coordination between the class representatives/officers and CHSAF Secretariat on the recording and reporting thereof.
• The membership book shall indicate, based on supporting documents, the total amount of membership dues collected, and the names of members who have or have not paid, as of February 10 of every year.
• The law requires that the membership book is closed at least 20 days before the AGMM or 7 days before any special general members meeting to determine who are entitled to attend, vote and/or be voted upon.

TERM OF TRUSTEES

• Trustees should be active members of CHSAF at the time of election and throughout her/his term as trustee.
• Election of trustees should be held at the AGMM on the first Saturday of March or if not held, or there is urgency, at a Special General Members Meeting, as soon as possible.
• Only the incumbent trustees have voting rights at the election of new trustees.
• A trustee has a three-year term and may be reelected once for another term of three years. After a cooling off period or the lapse of three years from the expiration of the second term, the trustee may run again.
• Where there is a vacancy in the Board caused by death, resignation, incapacity, AWOL, the replacement trustee may be elected by the remaining trustees if still constituting a quorum at a regular or special board meeting; however where the vacancy was caused by removal or expiration of the term, the replacement trustee should be elected at the AGMM or at a special general members meeting.
• A replacement trustee only serves the unexpired portion of his/her predecessor’s term however at the election of new trustees immediately after such expiration, s/he is qualified to be nominated and elected for a 3 year term which shall be considered as her/his second term.

TERM OF OFFICERS

• Officers should be incumbent members of the Board at the time of election as officer and throughout her/his term as such.
• Officers shall have a one-year term. At the time an officer ceases to be a trustee, he is deemed automatically resigned as officer. There is no limit as to the number of times a new or incumbent trustee may be elected as officer, and may even be elected as officer (same position or otherwise) every year during his term as trustee.
• An officer’s resignation or removal will not affect his term as trustee unless in the case of removal, the cause is also a ground for removal as trustee.
• Officers are elected at the organizational Board meeting after the AGMM on the first Saturday of March or at any Board meeting that may be called for the purpose, by the trustees present at the meeting and constituting majority of the entire membership of the Board (at least 8 trustees) voting for his election as officer.

CLASS REPRESENTATIVES

“Class representatives” shall also refer to the representatives of the HSS member-alumni and affiliated HSS alumni associations or foundations subject to the criteria set by the Board for fair and equal representation. This will enable the Board without amendment of the bylaws to decide on whether or not:

• There should be a minimum number of constituents per class representative;
• A class representative represents her class or batch only, or a combination of classes or batches, or all classes or batches pertaining to one HSS school;
• A CHSM (College) class representative represent the graduates of one college degree or course, or several batches combined, or graduates of different but allied college degrees or courses of one batch, or all graduates regardless of degree or course of one batch;
• The class representative of an HSS alumni association or foundation, if also a CHSAF regular member, may be voted upon as a trustee or officer; and
• A class representative may have as constituents – members coming from CHSAF and HSS.

• All active member-class representatives and incumbent trustees shall be entitled to vote at an AGMM or special general members meeting that is called to approve major corporate acts or transactions (except election of trustees). These major corporate acts or transactions are as follows;

–  Amendment of the AOI or the bylaws
–  Sale or other dispositions of all or substantially all assets
–  Incurring indebtedness
–  Donating to a project or activity not within the primary purpose of the CHSAF
–  Investing CHSAF funds that are not necessary or incidental to its primary purpose
–  Ratification of related party transactions
–  Merger
–  Removal of a disqualified trustee
–  Dissolution of the organization

• The Board shall recognize and award, on an annual basis, outstanding class representatives and constituencies, based on criteria such as extraordinary efforts in recruiting new members, collecting membership dues, raising funds through donations, and/or initiating and carrying out socially responsible and sustainable programs for CHSAF.

PROSPECTIVE APPLICATION

For the guidance of all alumni, all the amendments duly approved by the SEC are deemed prospective in their application, which means that all provisions have been reset to take effect from February 29, 2024 and onwards. This is based on the legal principle that an amendment of a law is to be given prospective effect unless it is stated in the law or provision itself that it is to be retroactively applied.

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Further inquiries may be addressed to:

The CHSAF Secretariat
chsafsecretariat@chsafofficial.org or
Click the link: Contact Us – College of the Holy Spirit Alumnae Foundation (chsafofficial.org)