Constitution of the Philippine Society of Biochemistry and Molecular Biology
Article I: Objectives
The objectives of the Philippine Society of Biochemistry and Molecular Biology, Inc. shall be:
1. To promote the advancement of knowledge in Biochemistry and Molecular Biology by:
a. Encouraging research and education in Biochemistry and Molecular Biology.
b. Encouraging continuing education of teachers of Biochemistry and Molecular Biology, and
c. Establishing and promoting communication and interchange of professional knowledge among the members of the Society as well as with other biochemists and molecular biologists abroad.
2. To establish means by which biochemical knowledge can be utilized for the improvement of the socio-economic and health conditions of the country.
Article II: Membership
Anyone who has at least a BS degree majoring in Biochemistry or allied disciplines and who is active in teaching and/or research in the field of Biochemistry and Molecular Biology in a recognized institution can qualify for regular membership.
Anyone who has at least a BS degree major in Biochemistry or allied disciplines, is not presently engaged in teaching and/or research in Biochemistry and Molecular Biology, but is interested in and will support the activities of the Society, can qualify for associate membership.
Any bona fide student of a recognized institution who has completed at least five (5) Biochemistry and Molecular Biology units can qualify for student membership.
Any company, institution, corporation, or partnership which is in capacity to support the objectives of the Philippine Society of Biochemistry and Molecular Biology, Inc. can qualify for corporate membership.
Anyone who has promoted the cause and objectives of the Society can be elected as an honorary member.
Any regular member of good standing may apply for a lifetime membership.
A regular member is considered to be of good standing when he/she attends the activities of the Society for three (3) consecutive years.
To apply for membership, one must attend any activities of the Society.
Article III: Officers
The officers of the Society shall be a President, a Vice-President, a Secretary, a Treasurer, an Auditor, and a Press Relations Officer.
These officers shall be elected by the Board of Directors from among themselves. The Board of Directors shall be elected by the entire membership.
These officers shall hold office for a term of two years or until their successors shall have been duly elected.
The immediate past president of the Society shall be an ex-officio member of the incoming Board of Directors provided he/she has no voting power.
Article IV: Meetings
The Board of Directors shall designate the date, time, and place of the annual convention of the Society for the election of Directors, and should fall in the period from the 3rd week of November to the 2nd week of December.
Meetings of the Board of Directors shall be called through a written or verbal notice as provided in the By-Laws. It can be conducted using face-to-face and/or using an online platform.
Article V: Amendments
A proposal to amend this Constitution may be presented at any time to the President of the Society. It must be in writing and signed by at least ten (10) regular members. This shall be presented by the President to the Board of Directors for discussion and shall be referred to the Committee on Constitution and By-Laws. This committee may make minor changes approved in writing by the original proponent. The amendment shall be taken up by the Society in its annual meeting.
Proposed amendments can take effect only by a vote of the majority of the Board and two-thirds of the members present at the annual meeting.
By-Laws of the Philippine Society of Biochemistry and Molecular Biology
Article I: Office
The office of the Philippine Society of Biochemistry and Molecular Biology, Inc. shall be located at the Department of Biochemistry and Molecular Biology, College of Medicine, University of the Philippines, Manila, Philippines, or at the home institution of the current president as approved by the board.
Article II: Place of Meeting
Board and general meetings of the Society shall be held at a place to be designated by the Board of Directors.
Article III: Responsibilities and Privileges of Members
A member of good standing attends the Annual Convention of the Society and other activities of the Chapter. He/she pays the annual dues for regular or associate membership. Regular and Lifetime members have the following privileges:
Participate in voting for matters pertinent to the Society. This may apply to associate and corporate members.
Can be elected as a member of the Board of Directors.
Can avail of discounted rates in registration fees to the annual convention and other activities of the society. This may apply to student, associate, and corporate members.
Can avail of discounted rates in registration fees to the annual convention of international conferences where PSBMB is a constituent member of the organizing society.
Can avail of graduate thesis financial assistance depending on the availability of funds and approval of the BOD.
Can avail of travel financial assistance depending on the availability of funds and approval of the BOD.
Article IV: Membership Dues
The annual due for regular and associate membership is ₱500.00. Student membership is ₱300.00. The fee for lifetime membership is ₱5,000.00 and for corporate membership is ₱100,000.00. Annual dues may be collected at any time during the year by the Treasurer or his/her authorized representative. The admission fee for a first-time membership application is ₱800.00.
Membership dues collected from the Regional Chapters shall be split 60:40 between the Chapter and the National Board respectively and should be spent for the activities of the Chapter.
Article V: Admission and Removal
Powers of admission, suspension, removal, and reinstatement shall be vested in the Board of Directors.
Admission to regular membership shall require prior approval of at least two of the Board of Directors of an application for admission submitted through the Membership Committee and the payment of the admission fee. Admission to honorary membership shall require a unanimous decision by the Board of Directors.
A member is considered active and is maintained in the roll of active members if he/she attends at least one major official activity of the Society in three years. During this period, he/she is entitled to the privileges accorded to active members. Any member who fails to do so will be declared inactive in the fourth year. Life members who have not participated in any of the Society's major activities for 10 years shall be considered inactive.
Reinstatement. An inactive member may be reactivated upon renewal of application subject to the corresponding procedures of admission.
A member can be suspended or his/her membership from the Society is revoked when he/she is found to have performed conduct unbecoming of a member or put the Society and its members in dispute. The suspension or recommendation for removal of membership shall be determined by an Ad Hoc Ethics Committee created by the Board of Directors for the sole purpose of investigating the pertinent circumstance.
Article VI: Board of Directors
1. GENERAL POWERS. The management of the Philippine Society of Biochemistry and Molecular Biology, Inc., the prosecution of its work, and the control of its property, shall be exercised by a Board of Directors consisting of eleven members who shall be elected every two years as hereinafter provided. In addition, the immediate past president shall be an ex-officio member of the Board of Directors.
2. QUALIFICATIONS OF MEMBERS. Any regular active member shall be eligible for election to the Board of Directors.
3. VACANCIES. Vacancies in the membership of the Board of Directors caused by death, disability, disqualification, and resignation, shall be filled upon by decision by a majority of the remaining members of the Board constituting a quorum. The member so elected shall hold office until his successor is elected as herein provided and has qualified. A member of the Board of Directors may be disqualified by incurring more than fifty percent absence in a year's board meetings (both regular and special) and non-participation in major activities of the Society. The candidate in the 11th place in the recently held election during the annual meeting shall serve the remaining term of the disqualified member.
4. MEETINGS OF THE BOARD. The Board of Directors shall hold at least six regular meetings at a date, time and place to be designated by the Board. A special meeting of the Board of Directors may be called by the President or by at least ten directors on one-day notice delivered verbally or by writing.
5. QUORUM. The presence of 50% plus 1 of the Board of Directors at any meeting thereof shall constitute a quorum for the transaction of business. At any duly constituted meeting of the Board of Directors whether regular or special, any business proper for its consideration may be transacted whether specified or not and shall be held valid as a corporate act.
6. ELECTION OF OFFICERS. The officers of the Society shall consist of a President, a Vice-President, a Secretary, a Treasurer, an Auditor, and a Press Relations Officer who shall be elected by the Board of Directors from among themselves for a term of two (2) years or until their successors shall have been elected and have qualified. Only the members of the Board of Directors elected during the annual convention may qualify to be elected as officers. The elected Vice President shall become the President-elect of the society in the following term.
7. ORDER OF BUSINESS. The order of business in all meetings of the Board of Directors shall follow a standard format of the agenda.
8. REGIONAL CHAPTERS. Regional chapters of the Society shall be organized based on geographical clusters. The regional chapters of the society shall be as follows: Northern Luzon Chapter - Regions I-II, Central Luzon Chapter- Region III, Southern Luzon Chapter - Regions IV-V, Visayas Chapter - all regions in the Visayas, Mindanao Chapter – all regions in Mindanao. Each regional chapter shall have its Chapter President who shall sit as a member of the Board of Directors with voting power. Each regional chapter shall form its own set of officers, a President, a Vice President, a Secretary, a Treasurer, a Press Relations Officer, and other positions that the Chapter may deem necessary. The creation of the new chapter shall be based on the number of active members in the proposed chapter and shall also be based on regional, geographical, and political location.
9. SPECIFIC AUTHORITY OF THE BOARD. In addition to the powers above enumerated and those vested in them by the CORPORATION LAW, the Directors of this corporation shall have the power:
a. To appoint standing and special committees, such committees are to be composed of regular members of the Society. Members of the Board shall be eligible for membership in said committees;
b. To appoint a PSBMB member of good standing as Chair/Co-chair of a standing/ad-hoc committee;
c. To exercise general control over the funds and properties of the Society;
d. To expend the funds of the Society for the purpose of tending to promote objectives for which it has been created;
e. To appoint the counsel for the Society to render such service as the Board may deem necessary for the protection of the interest of the Society;
f. To define rules duly promulgated, on misconduct meriting suspension or expulsion; and,
g. To adopt, promulgate, and enforce rules and regulations supplementary to those By-Laws and not inconsistent therewith, and provided for the enforcement thereof and of these Laws by fine, suspension, or expulsion; provided that such rules and regulations shall not take effect until they shall have been published for a period of not less than ten (10) days by posting in a conspicuous place in the office of the Society and in such a manner as the Board may determine and, provided further, that all such rules and regulations shall be reported by the Board of Directors for adoption or rejection at the regular meeting of the Society on the next following date of their adoption.
Article VII: Officers, Their Duties and Powers
1. The PRESIDENT. The President shall be the executive officer and shall have the general supervision, direction, and active management of the businesses and affairs of the Society. In the absence of the President, the Vice-President shall assume all the duties and act as President.
2. The VICE PRESIDENT. The Vice-President shall assist the President in the conduct and management of the businesses and affairs of the Society. In the absence of the President, the Vice-President shall assume all the duties and act as President.
3. The SECRETARY. The Secretary shall keep the seal of the Society and shall affix the same in all transactions of the Society requiring such a seal. He shall keep all minutes of all meetings of the members, Board of Directors, and of any committee of the Society designated by or created by the Board of Directors. He/She shall attend all the meetings of the Board of Directors and of any committee of the Society and shall record all proceedings thereat.
4. The TREASURER. The Treasurer shall take charge of collecting membership dues and informing the Secretary of any member whose dues are in arrears. He/She shall deposit the funds of the Society as directed by the Board of Directors. He/She shall process the payment of all bills and debts of the Society after such has been approved in writing by the President and the Vice-President. His/Her books of account shall be open at all times to examination by the officers of the Society. He/She shall render a written report of the financial condition of the Society at each general meeting held annually.
5. The AUDITOR. The Auditor shall endorse any financial transaction of the Society and examine the books of account of the Treasurer.
6. The PRESS RELATIONS OFFICER. The Press Relations Officer shall take care of publicizing the activities of the Society through the mass media.
Article VIII: Advisory Board
All past presidents who do not sit on the Board of Directors shall constitute the Advisory Board of the Society. The members of the Advisory Board have no voting power and will serve as an adviser to the BOD. Members of the Advisory Board shall have free access to all activities of the society.
Article IX: Annual Meeting of Members
1. The Society shall hold an annual meeting on a date and place to be designated by the Board of Directors.
2. A special meeting of the members of the Society may be called, upon resolution of the Board of Directors, and a written notice shall be sent to all members of the Society, stating the hour, the day, and the nature of the meeting and the object of the same.
3. Written notice of all meetings whether regular or special SHALL BE SENT TO ALL MEMBERS OF THE SOCIETY at least ten (10) days prior to the meetings.
4. Quorum. At any regular or special meetings of the Society, a majority of the regular and associate members shall constitute a quorum for the transaction of business, except when the law requires a greater number of votes. If less than the number necessary to constitute a quorum is present, the member present shall have the power to adjourn the meeting to another stated date. A majority of the votes of the members present in person or proxy at any duly convened, regular, special, or adjourned meeting shall be binding upon the Society and all the members thereof.
5. Order of Business. The order of business at the annual meeting of the members shall be as follows:
a. Reading or presentation of the list of members
b. Proof of proper notice of meeting
c. Reading and approval of minutes of the previous meeting
d. Report of the President
e. Report of the Treasurer on the financial status of the Society
f. Pending business
g. Election of Directors
h. New business
Article X: Elections and Voting Rights
1. The election of members of the Board of Directors shall be held every two years during the annual convention. Since the current Vice President shall automatically become the President-elect, the members of the Board shall be elected by plurality vote and secret balloting by active members who can mail their ballots if unable to attend.
2. Active regular, associate, corporate, and lifetime members shall be entitled to vote. Student members shall have no voting rights.
3. The electoral process shall be managed by the Committee on Election whose members will be appointed to the Board of Directors.
4. The elected members of the Board shall elect among themselves the officers of the Society.
Article XI: Grants and Awards
The Society may hold annual graduate and undergraduate competitions and may confer on any individual or institution an award in recognition of distinguished achievement or contribution in the field of Biochemistry and/or Molecular Biology. The society shall have an Awards Committee which shall promulgate rules and regulations governing grants and awards subject to the approval of the Board of Directors.
Article XII: Fiscal Year
The fiscal year of the corporation shall start on January 1 and end on the 31st day of December of each year.
Article XIII: Political Discussion Prohibited
The consideration of any question involving the political status of the Republic of the Philippines, without its clear relevance to a proper subject under consideration, is absolutely prohibited at any meeting of the members of the Society of the Directors.
Article XIV: Seal of the Society
The seal of the Philippine Society of Biochemistry and Molecular Biology, Inc., shall consist of a circle outside of which, at the bottom, will be inscribed the initial PSBMB. Inside the circle shall be a circular double helix at the center of which shall be the map of the Philippines.
Article XV: Administration of Funds
No part of the net income of the Society shall inure to the benefit of any private person.
No less than fifty percent (50%) of the total funds of the Society shall be used for BOD-approved projects or purposes that would advance the objectives of the Society, and not more than thirty percent (30%) of said funds shall be utilized for administrative expenses except for funds designated as trust funds. No amount of the total funds shall be invested in high-risk investments.
In the event of dissolution, the remaining property shall be donated to organizations with similar functions and purposes or to the government of the Philippines.
Article XVI: Amendments
These By-Laws may be amended at any regular meeting of the Society or any special meeting called for the purpose by an affirmative vote of the majority of the members present in person or proxy. An Ad Hoc committee on amendments shall be appointed to prepare, review, and recommend amendments to the constitution and by-laws followed by the approval of the board before presentation to the body.
Article XVII: Committees
Committees, both standing, and ad hoc will be formed upon the approval of the BOD. The committees that will be created are:
International Linkage Committee
Annual Convention Committee (Local and National)
Grants and Awards
Public Relations Committee
An Ad Hoc committee can be created whenever it is needed.
Each active officer of the Society is assigned as Chair of the Committee through a vote by the majority of the Board members. The Chair of the committee is free to choose the members of the committee from the regular members of the association. The Committee is free to meet at their convenient schedule. The Committee chair or his/her representative will provide a report of the Committee updates during the regular meeting of the Board.
Article XVIII: Annual Calendar of Activities
The Board of Directors and the Committee Members shall convene within the first month of the year to formulate the Annual Calendar of Activities of the Society. This calendar shall outline all the general and special activities of the society. The Calendar shall be posted on the website of the Society and will be utilized as a point of reference for the activities of the Society. The dates and the activities can be amended by the Society through a majority vote of the Board.
Article XIX: Website and Other Publications
1. The Society shall officially maintain a website as a repository of the electronic data of all its activities and projects. The website hosting fee shall be covered by the funds of the Society generated from its various activities. A hired personnel shall be tasked to maintain the website through the supervision of an officer of the Society.
2. The Society shall officially produce a newsletter of all its activities, a hard copy of which shall be distributed during the Society's Annual Convention while a soft copy will be posted on the Society's website.
3. The Society shall produce a peer-reviewed scientific journal publication as a venue for showcasing the biochemical research of its constituent members as well as promoting research information dissemination. The scientific journal will be in an electronic format, and the guidelines and its management will be handled by the Publications Committee.