Article I. General Provisions Section 1. NAME. The name of this integrated national organization shall be the Philippine Librarians Association, Inc., hereinafter referred to as the Association. Section 2. OFFICE. The principal office of the Association shall be in the PLAI office located at The National Library of the Philippines, T.M. Kalaw Avenue, Manila. Section 3. VALUES. The Association, in cognizance of the significant role librarians play in Philippine society, commits to serve God, country and countrymen. It commits to uphold the dignity, honor and prestige of the profession and the highest degree of professionalism among its members. Section 4. OBJECTIVES. The Association shall have the following objectives: Section 5. SEAL. The seal of the Association shall consist of two concentric circles between which shall be inscribed the name of Philippine Librarians Association, Inc., 1923, the year of its original foundation. Inside the inner circle shall be an open book symbolizing the basic resource of libraries and the rays of the sun shall represent the different regions emanating from the top of the book. Section 6. COLORS. The Association colors for its banner shall be gold and yellow on a maroon background. Section 7. OFFICERS, DEFINED. The term “Officer” as used in these By-Laws shall include but not necessarily be limited to the following: National Board of Trustees and its Officers, Officers and Members of the House of Delegates, Council Board of Trustees and Officers. Section 8. TERMS OF OFFICE. The term of office of all elective officers, national and Council, shall be for two (2) years. In no case may any member be elected to the same office for two consecutive terms. Section 9. VACANCIES. Except as otherwise provided in these By-Laws whenever the term of an office or position, whether elective or appointive, is for a fixed period, the person chosen to fill the vacancy, therein shall serve only for the unexpired portion of the term. Section 10. PUBLICATIONS. The Association shall publish the PLAI Journal, and the PLAI Newsletter, and such other publications as the National Board may deem necessary or important for the achievement of the Association’s objectives. Section 11. AFFILIATION. The Association, as deemed beneficial by its National Board, may affiliate with a national, regional and/or international organization whose objectives are in consonance with the objectives set forth in Sec. 4 of these By-Laws. The President or any member of the National Board or any member appointed by the National Board shall officially represent the Association in any organization with which it is affiliated. Section 12. FISCAL YEAR. The Association’s fiscal year shall be from January 1st to December 31st of each year. Article II. Council Membership Section 1. REGIONAL COUNCILS. Regular members of the Association shall be grouped into councils representing the different regions covering the entire Philippine archipelago which shall Section 2. DUTIES AND POWERS. Each Regional Council shall conduct its respective business and affairs and shall perform such acts as shall advance librarianship and protect the rights and interests of its members, librarianship and the Association pursuant to the PLAI Constitution and By-Laws. Section 3. OFFICERS. Each Council shall have seven (7) members of the Board of Trustees, hereinafter referred as Council Board, and shall elect from among themselves the following officers: Council President, Vice-President, Treasurer, Auditor, PRO and Secretary. The seventh member of the CBOT shall become the NOMELEC Chair. The names of the elected Council Officers should be submitted to the National Board and House of Delegates on or before October 31 of every election year. Section 4. REPRESENTATIVES TO THE HOUSE OF DELEGATES. The representative of the Council to the House of Delegates shall be appointed by the members of its Council Board. The name of the appointed delegate should be submitted to the National Board and House of Delegates on or before October 31 of every election year. Article III. Membership Section 1. MEMBERSHIP. The Association shall be comprised of regular, honorary and sustaining and lifetime members. Section 2. PLACE OF MEMBERSHIP. A regular member must seek membership in the Council where his/her office or residence is presently located. In no case can one be a member of more than one council. An honorary member must be recommended by the Council and approved by the membership of the Council where such a member resides or holds office. Sustaining members must seek Membership from the Council where the office or firm is located. Section 3. MEMBERS IN GOOD STANDING. Every member who has paid all membership fees and annual dues and who is not under suspension from the practice of librarianship as provided for by Republic Act No. 9246 or from membership privileges is a member of good standing. Section 4. TERMINATION & REINSTATEMENT OF MEMBERSHIP. Termination of membership & Reinstatement of membership to the association shall be made in accordance with rules and regulations as maybe prescribed by the National Board. Article IV. Dues & Fees Section 1. MEMBERSHIP FEES / ANNUAL DUES. Section 2. ALLOCATION OF FEES/DUES. Annual dues shall be apportioned as follows: Council Share 50% National Share 50%. Section 3. REMITTANCE OF FEES / DUES. On or before the 30th of June, every Council of the Association or the National Office, as the case maybe shall remit dues and fees for the ensuing calendar year corresponding to the number of regular members in the roster of each Council. Section 4. DUES-DELINQUENT COUNCILS. Any Council which has not paid the dues and fees for any calendar year on or before 31st of December on that year shall be considered delinquent council. The Committee on Regional Council Affairs shall promptly inquire on the cause or causes of the delinquency and recommend appropriate action. Article V. General Assembly Section 1. GENERAL ASSEMBLY. The General Assembly is comprised of members of the Association duly assembled in an Annual Convention and constituting a quorum for the purpose of exercising all the rights and performing all obligations as provided for in these By-Laws. A quorum shall be composed of the majority of the members of the Association. Section 2. ANNUAL CONVENTION. The National Board shall call all members to an annual general or special convention to be held every 4th Friday of November to consider matters pertaining to the following: A special convention may be called for the purpose of ratifying decisions which the National Board may deem urgent. Provided that, only matters included in the agenda approved by the National Board shall be taken up during the convention. Section 3. AGENDA. As far as practicable, the order of business of the general /special convention shall be, as follows: Section 4. NOTICE. Notice of annual general or special Convention shall be sent by the Secretary to all regular members, thirty (30) days before the date of the scheduled meeting. Article VI. House of Delegates Section 1. HOUSE OF DELEGATES. There shall be a House of Delegates which shall be a deliberative body of the Association and its resolutions which shall be approved by majority of its members during the General Convention shall bind the Association. Section 2. COMPOSITION. The members the House of Delegates shall consist of the Council President, Vice-President and a third member of each council chosen by its respective Board. Section 3. TERMS OF OFFICE. The term of office of the delegates shall be for two (2) years, which will commence on the day of their election and/or shall end until their successors have been duly chosen, qualified and sworn into office during the next election year. Section 4. OFFICERS. The Officers of the House shall consist of a Chairperson, Vice-Chairperson, and a Secretary who shall be appointed by the Chairperson. The secretary may or may not be a member of the House. They shall be elected and appointed in an election called for the purpose during an Annual Convention and shall hold office until their successors shall have been duly chosen and qualified. Upon election and appointment as officers of the House, they shall not be elected to the National Board during their incumbency as officers. The Chairperson shall preside at all Annual Convention of the House and shall be an ex-officio member of the National Board and shall not be entitled to vote. Section 5. ANNUAL CONVENTION. The House shall hold an Annual Convention every 4th Friday of November to consider regular business as stated in Art. V, Sec. 3 of these By-Laws. A majority of the member delegates present or majority of the regional councils count shall constitute a quorum. Article VII. National Board of Trustees Section 1. DUTIES AND POWERS. There shall be National Board of Trustees, which shall take charge of the affairs and activities of the Association. It shall have the authority, inter alia, to: Section 2. COMPOSITION. The members of the National Board of Trustees shall be elected by the House of Delegates from among themselves. There shall be 19 members of the National Board of Trustees elected during the election year of the HOD. The Chairperson of the House of Delegates shall seat as the member of the board but has no voting power. Section 3. NATIONAL OFFICERS. The Association shall have a President, Executive Vice-President, Vice-President for Luzon, Vice-President for Visayas, Vice-President for Mindanao, Treasurer, Auditor and Public Relations Officer who shall be elected by the House of Delegates from among themselves during the annual election year. The Secretary shall be appointed by the President who may or may not be a member of the House of Delegates. The Immediate Past National President shall be an ex-officio member of the Board. The immediate past president and the secretary have no voting rights. Section 4. TERMS OF OFFICE. The term of office of the national officers shall be for two (2) years, which will commence on the first day of the following calendar year provided that they have been elected and sworn into office. Section 5. MEETINGS. The National Board shall meet quarterly on such date and at such time and place as it may designate. A majority of the Board shall constitute a quorum. Special meetings may be called by the President or upon written request by majority of the National Board. Section 6. VACANCIES. In the event that a vacancy occurs in the membership of the National Board, the remaining members of the National Board constituting a majority vote, shall appoint a successor from among the Trustees except for the position of the President of which the Executive Vice President will automatically assume the presidency. Article VIII. Duties of Officers Section 1. PRESIDENT. The President shall be the chief executive of the Association and shall preside at all meetings of the Board. From his/her assumption to office and for the duration of his/her term, the President shall disassociate himself/herself from any and all activities that may in one way or another restrict or hamper the effective exercise of his/her powers and performance of his/her functions and duties. At the Annual Convention, he/she shall report to the Delegates the general state of the Association. In the event of the resignation, removal or death of both the President and the Vice President, the Board shall elect an acting President to hold office for the unexpired portion of the term or during the period of disability. Section 2. EXECUTIVE VICE-PRESIDENT The Executive Vice-President, shall exercise the powers and perform the functions and duties of the President during the absence or inability of the latter to sit; he shall chair the committee on conference and shall perform such other functions and duties as are assigned to him/her by the President and the National Board. Section 3. VICE-PRESIDENT FOR LUZON The Vice-President for Luzon shall be responsible for monitoring and overseeing the affairs of the regional councils in Luzon, as follows: Cordillera Administrative Region Librarians Council (CARLC); Ilocos Region Librarians Council (IRLC); Cagayan Valley Region Librarians Council (CaVRLC), Central Luzon Region Librarians Council (CeLRLC); National Capital Region Librarians Council (NCRLC); Southern Tagalog Region Librarians Council (STRLC); Bicol Region Librarians Council (BRLC). He/She shall likewise coordinate and submit recommendation to the Committee on Regional Council Affairs on matters concerning memberships. Section 4. VICE-PRESIDENT FOR VISAYAS. The Vice-President for Visayas shall be responsible for monitoring and overseeing the affairs of the regional councils in Visayas as follows: Western Visayas Region Librarians Council (WVRLC); Central Visayas Region Librarians Council (CeVRLC); Eastern Visayas Re¥ion Librarians Council (EVRLC). He/She shall likewise coordinate and submit recommendation to the Committee on Regional Council Affairs on matters concerning memberships. Section 5. VICE-PRESIDENT FOR MINDANAO, The Vice-President for Mindanao shall be responsible for monitoring and overseeing the affairs of the regional councils in Mindanao, as follows: Zamboanga Peninsula Region Librarians Council (ZPRLC); Northern Mindanao Region Librarians Council (NMRLC); Davao Region Librarians Councils (ORLC); SOCCSKSARGEN Region Librarians Council; Autonomous Region for Muslim Mindanao Librarians Council (ARMMLC); Caraga Region Librarians Council (CarRLC). He/She shall likewise coordinate and submit recommendation to the Committee on Regional Council Affairs on matters concerning memberships. Section 6. SECRETARY. The Secretary shall attend all meetings of the National Board and keep a record of all the proceedings thereof; prepare and maintain a register of all committees of their election or appointment; and perform such other duties as are assigned to him/her by these By-Laws, by the President, and by the Board. Section 7. TREASURER. The Treasurer shall collect, receive, record and disburse all funds of the Association. However, no disbursement shall be made except over his/her signature, countersigned by the President or in the absence or inability of the latter, by the Executive Vice-President, or in the absence or inability of both, by the Trustee so designate by the Board to act in their stead. He/She shall render reports of receipts and disbursements in every meeting and as required by the National Board: assist in the preparation of the annual budget; and perform such other duties as maybe assigned to him/her by these By-Laws, by the President, and by the National Board. Section 8. AUDITOR. The Auditor shall be responsible for ensuring that all disbursements of the Association’s funds are in order. He/She shall examine the evidence of each disbursement of funds to ensure that it complies with the National Board’s authority, review the monthly financial statement prepared by the Treasurer and sign the same to certify to its accuracy and authenticity and perform other tasks inherent to the position, and / or as maybe assigned by the President of the National Board. Section 9. PUBLIC RELATIONS OFFICER. The Public Relations Officer shall be responsible for ensuring the proper projection of the positive image of librarians, the profession, and the Association. He / she shall disseminate through whatever practical means, information on the plans, programs, projects and activities of the Association for a wider and better appreciation in Philippine society of the role and functions of librarians, librarianship and the Association and perform other tasks as may be necessary to achieve the objectives of the Association as may be decided by the National Board. Article IX. Committees Section 1. COMPOSITION. The Committees shall be chaired by a member of the National Board of Trustees and shall be appointed by the President with the approval of the National Board. The members of the Committees shall be appointed by the Committee Chairperson with the approval of the National Board. Section 2. COMMITTEES. The National Board shall establish and maintain national standing committees and special committees to assist in the implementation of the plans, programs, projects and activities of the Association. A. Standing Committees B. Special Committees Section 3. PLANS AND REPORTS – The committees shall prepare and submit plans, programs and guidelines with the corresponding budget 30 days after their appointment. It shall implement approved plans and programs, monitor and evaluate the same with a written reports after the end of each activity. The chairs of the different committees shall submit their annual accomplishment reports on or before the first week of November to be incorporated in the President’s report. Article X. Amendments Section 1. The General Assembly has the sole authority to amend or repeal the Association’s Articles of Incorporation and By-Laws as approved by the majority of the members. Article XI. Dissolution Section 1. APPLICATION OF FUNDS. In case of dissolution of the Association, whatever remains of its assets shall be disposed of, as follows: Article XII. Effectivity Section 1. The Association’s Articles of Incorporation and By-laws and its subsequent amendment/repeal shall take effect upon approval of the Securities and Exchange Commission (SEC). Adopted this 4th day of December 2016 in a Regular Monthly Meeting held at The National Library, T-.M.Kalaw Avenue, Manila, by “the affirmative vote of the undersigned-members representing a majority of the Board of Trustee’s in a meeting duly held for the purpose.