Constitution

PRELIMINARY

Name

The name of the non-stock corporation shall be the: “Asia Christian Counselling Association Inc.”

Purpose

The purpose of the Asia Christian Counselling Association Inc. is:

To provide a common professional base for the advancement of faith-based counselling in Asia, as well as incorporate Christian Counselling as an integral part of Christian practice to facilitate people across Asia to grow in behavioural, mental, emotional, social, and spiritual integrity through professional, pastoral and lay Christian Counselling.

Financial Year

The financial year of the Association is each period of 12 months ending on December 31st.

Registered Address

The registered address of the Association shall be Unit L1 Star Centrum Building, 317 Senator Gil. Puyat Avenue cor. Malugay St., Barangay Bel-Air, Makati City. It may be changed from time to time by majority vote of the Board.
resolution of the National Council.

Definitions

“Association” means the association named in Rule 1.1.

“Board” or “Board of Directors” refers to a body duly elected under Clause 4.7 (a).

“General Meetings” refers to the general meetings of the association named in Rule 1.1.

“Annual General Meeting” refers to the annual general meeting of the association named in Rule 1.1.

“Members” refers to national associations that are members of the Association as represented by their representatives.

“The “Code” refers to the Revised Corporation Code of the Philippines (Republic Act No. 11232).

“The Corporate Secretary” is the Secretary of the Board, who is responsible for ensuring legal compliance with the Code.

A “Registered Member” is an individual member of a national professional association of counsellors who is a paying member of that association and registered as a lay, pastoral of professional counsellor with that national association.

POWERS OF THE ASSOCIATION

Powers

Subject to the Code, the Association has power to do all things incidental or conducive to achieve its purposes including to:

(a) acquire, hold and dispose of real or personal property;

(b) open and operate accounts with financial institutions;

(c) invest its money in any security in which trust monies may lawfully be invested;

(d) raise and borrow money on any terms and in any manner as it thinks fit;

(e) secure the repayment of money raised or borrowed, or the payment of a debt or liability;

(f) appoint agents to transact business on its behalf;

(g) enter into any other contract it considers necessary or desirable.

Limitations

The Association shall not have the power to solicit, accept or take investments/placements from the public neither shall it issue investment contracts.

Reimbursement of Members

As a non-profit non-stock corporation, the Association must not distribute any surplus, income, or assets directly or indirectly to its members. This rule does not prevent the Association from paying a member:

(a) reimbursement for expenses properly incurred by the member, or

(b) for goods or services provided by the member,

if this is done in good faith on terms no more favourable than if the member was not a member.

GENERAL MEETINGS OF THE ASSOCIATION

Association General Meetings

(a) Association general meetings shall be held in the city or municipality where the principal office of the corporation is located, provided that any city or municipality in Metro Manila, Metro Cebu, Metro Davao, and other Metropolitan areas shall, for purposes of this Rule, be considered a city or municipality. It may also be held via videoconferencing.

(b) Written notice of the Association general meetings shall be sent to all members at least twenty-one (21) days prior to the meeting. Written notice of regular meetings may be sent to all members through electronic mail or such other manner that the Board shall determine.

(c) The required quorum shall be fifty percent of the members of the Association plus one, who either in person or through video-conferencing.

(d) Members may vote in person, or by synchronous electronic media, or by proxy in all Association general meetings. Proxies shall be in writing, signed and filed, by the member, in any form authorized in the by-laws and received by the Corporate Secretary within a reasonable time before the scheduled general meeting. It shall be valid only for the general meeting for which it is intended.

(e) A general meeting of the Association may by a special resolution remove a member of the Board or the Executive Committee.

Annual General Meeting

(a) The Board must convene an annual general meeting of the Association to be held within five (5) months after the end of each financial year.

(b) The Board may determine the date, time and place of the annual general meeting.

(e) The ordinary business of the annual general meeting is as follows:

(i) to confirm the minutes of the previous annual general meeting and of any special general meeting held since then;

(ii) to receive and consider the annual report of the Executive Committee on the activities of the Association during the preceding financial year;

(iii) to receive and consider the financial statements of the Association for the preceding financial year submitted by the Board;

(iii) to elect the members of the Board in accordance with Rule 3.4;

(iv) to consider any Special Resolutions presented by the Board.

Special General Meetings

(a) Any general meeting of the Association, other than an annual general meeting is a special general meeting.

(b) The Board may convene a special general meeting whenever it thinks fit. The notice of the special general meeting must include notice of the business to be considered at the special general meeting.

(c) Special general meeting can be held at request of at least two members. A request by members for a special general meeting must:

(i) be in writing;

(ii) state the business to be considered at the meeting and any resolutions to be proposed;

(iii) include the names and signatures of the members entitled requesting the meeting;

(iv) be given to the Corporate Secretary.

(d) If the Board does not convene a special general meeting within two months after the date on which the request is made, the members making the request (or any of them) may convene the special general meeting.

(e) A special general meeting convened by members must be held within four months after the date on which the original request was made, and may only consider the business stated in that request.

Voting Process at General Meetings

(a) The Corporate Secretary shall serve as the scrutineer for ballots.

(b) The election must be by secret ballot.

(c) The votes of members attending in person shall be written on a ballot paper, and the votes of members attending by synchronous electronic media shall be recorded utilizing appropriate software.

(d) A voter must not write the names of more candidates than the number to be elected.

(e) The candidate receiving the highest number of votes shall be declared elected by the Corporate Secretary for the position.

(f) If the Corporate Secretary is unable to declare the result of an election because two or more candidates received the same number of votes, the returning officer must either conduct a second ballot for the position in accordance with Rule 3.4 to decide which of those candidates is to be elected, or with the agreement of those candidates, decide by lot which of them is to be elected.

Membership

(a) Members of the Association shall be national professional associations of Christian Counsellors.

(b) Members of the Association have the right to appoint two representatives who shall attend General Meetings and vote on behalf of their association.

(c) Representatives must be a Registered Member of the national association.

THE BOARD

Purpose

The purpose of the Board is to:

(a) Ensure legal compliance to Philippine statutes, specifically the Code;

(b) Ensure good governance with reference to general principles of good governance;

(c) Exercise trusteeship to ensure that the activities and culture of the Association continue to be consistent with the Purposes, Mission and Vision of the Association.

Powers of the Board

The Board shall have the power to:

(a) Call general meetings of the Association subject to Rule 3;

(b) Appoint an Executive Committee;

(c) Hire employees and consultants needed to undertake all activities necessary to ensure legal compliance of the Association under the Code;

(d) Undertake disciplinary action against members subject to Rule 6.

Officers of the Association

Officers of the Association shall be a President, a Treasurer, and a Corporate Secretary.

(a) The President shall be a director.

(b) The Treasurer must be a resident of the Philippines.

(c) The Corporate Secretary must be a citizen and a resident of the Philippines. He or she may be a member of the Board or employed by the Board.

(d) The President cannot concurrently hold the office of Treasurer or Corporate Secretary.

(e) The President shall chair Board meetings and general meetings of the Association. If the President is unable to chair a meeting, he or she may appoint another Board member to chair the meeting instead.

(f) The Treasurer shall ensure that the financial records of the Association are kept in accordance with the Code; and coordinate the preparation of the financial statements of the Association prior to their submission to the annual general meeting of the Association.

Composition of the Board

(a) The Board shall comprise 5 – 7 members.

(b) The Board shall be chaired by a President;

(c) The Treasurer shall be a member of the Board.

(d) The Board shall comprise of between 3 – 5 ordinary members who are members of member associations of the Association.

(e) The Board may comprise of one member who has been elected on the basis of expertise required by the Board.

Board Meetings

(a) The Board must meet at least once a year in the first half of the financial year. All other subsequent meetings may be scheduled by the Board. 

(b) The Executive Committee can make time critical decisions via on-line media between meetings as long as the decision is formally confirmed at the next Committee meeting and recorded in the minutes.

Qualifications of Board Members

A person shall be disqualified from being a Board member if, within five (5) years prior to the election or appointment as such, the person was:

(a) Convicted by final judgment:

(1) Of an offense punishable by imprisonment for a period exceeding six (6) years;

(2) For violating the Code; and

(3) For violating Republic Act No. 8799, otherwise known as “The Securities Regulation Code”;

(b) Found administratively liable for any offense involving fraudulent acts; and

(c) By a foreign court or equivalent foreign regulatory authority for acts, violations or misconduct similar to those enumerated in paragraphs (a) and (b) above;

(d) Disciplined as a Registered member by his or her professional association resulting in deregistration of membership.

Election of the Board

(a) The Board shall be elected by the members at the annual general meeting.

(b) Board members shall hold a term of office of three years.

(c) The Treasurer and the Corporate Secretary shall be nominated by the Philippine Association of Christian Counsellors.

(d) Ordinary members of the Board shall be nominated by the governing body of a member association.

(e) The Board may nominate a person to serve a particular role according to Rule 4.4(e).

(f) If a casual vacancy occurs in the Board, the Board may temporarily fill the casual vacancy until the next annual general meeting.

(g) If the number of individuals nominated for Board positions is less than or equal to the number to be elected, the Corporate Secretary shall declare each of those members to be elected to the position. 

(h) If the number of members nominated exceeds the number to be elected, a ballot must be held in accordance with Rule 3.4.

EXECUTIVE COMMITTEE OF THE ASSOCIATION

The Powers of the Executive Committee

(a) Subject to Rule 2, the Executive Committee may exercise all the powers of the Association except those powers are to be to be exercised by the Board or general meetings of the Association. 

(b) The Executive Committee may make resolutions consistent with this Constitution for the better management of the affairs of the Association.

(c) The Executive Committee may establish subcommittees, working parties or appoint individuals to undertake specific tasks and projects with terms of reference within the scope of its powers.

(d) Subject to Rule 3.3, the Executive Committee may determine the criteria for Association membership and accept new members into the Association.

Composition of the Executive Committee

(a) Members of the Executive Committee must be registered members of a member association who satisfy the qualification requirements under Rule 4.6. 

(b) The Executive Committee shall comprise of a Chief Executive Officer and four other members.

(c) The Executive Committee may invite additional persons to temporarily serve on the committee as non-voting members advising the committee on the basis of skills or expertise that the person(s) offer.

(d) The term of office of members of the Executive Committee shall be three years.

(e) Casual vacancies on the Executive Committee shall be filled by appointment by the Board.

(f) No member of the Executive Committee may serve concurrently as a Member of the Board. 

(g) The Chief Executive Officer shall attend Board meetings as a representative of the Executive Committee and report to the Board on behalf of the Executive Committee, but shall not be a member of the Board.

Meetings of the Executive Committee

(a) The Executive Committee shall determine the frequency and manner of its meeting according to the needs of management of the Association.

(b) The Executive Committee can make time critical decisions via on-line media between meetings as long as the decision is formally confirmed at the next Committee meeting and recorded in the minutes.

DISCIPLINARY PROVISIONS

Authority of the Board

The Board may take disciplinary action against any member (individual representative or a member association) if a member: 

(a) has failed to comply with the Constitution or By-laws of the Association; or 

(b) is vexatious, vindictive or has engaged in conduct prejudicial to the Association. 

Disciplinary action under this Division includes, but is not limited to, suspension of any or all membership rights, or expulsion. 

Ethics Complaints

Ethics complaints against individual members are to be referred to their national association for disciplinary action according to the disciplinary processes of that association.

Culpable Conduct

In respect of disciplinary matters other than ethics complaints, the Board has discretion to determine the procedure to be adopted to determine whether there are sufficient grounds for taking disciplinary action, subject to the following: 

(a) The member who is the subject of the disciplinary procedure: 

(i) must be informed of the grounds upon which the disciplinary action against the member is proposed to be taken; and 

(ii) be given an opportunity to be heard in relation to the matter – either by appearing in person and/or by providing a written statement according to the member’s preference; and 

(b) the outcome of the disciplinary procedure must be determined by an unbiased decision-maker; and 

(c) to the extent that doing so is compatible due process specified in 6.3(a), the disciplinary procedure must be completed as soon as is reasonably practicable.

WINDING UP AND CANCELLATION OF THE ASSOCIATION

Disbursement of Assets

Where on the winding up or cancellation of the incorporation of the Association, there is a surplus of assets after satisfying all the Associations liabilities and expenses, the surplus: 

(a) must not be paid or distributed to the members; 

(b) will be given or transferred to such other fund, authority, institution or company which; and 

(i) has similar objects to those of the Association as described in these Rules; and 

(ii) prohibits the distribution of profit or gain to its individual members in their capacity as members and 

(iii) is non-profit.