THE CONSTITUTION AND BY-LAWS OF THE
METROPOLITAN MOUNTAINEERING SOCIETY

PREAMBLE

We, concerned outdoor enthusiasts, promulgate this constitution as a declaration of our trust and firm determination in protecting and preserving the environment by promoting responsible mountaineering and other outdoor activities.

Article I: IDENTITY

 Section 1.        Name

1.1.       The name of the organization shall be Metropolitan Mountaineering Society.

1.2.       MMS and MetropolitanMS shall refer to Metropolitan Mountaineering Society.

Section 2.        Seal and Logo

The seal and/or logo of MMS shall be in such form and design as determined by the Board.

Article II: OBJECTIVES

Section 1.        Objectives

1.1.             Educate people by conducting training, seminars, summits, forums and conferences related to any outdoor activities.

1.2.             Undertake social, civic and environmental projects.

1.3.             Advocate and be a role model of values and wilderness ethics.

1.4.             Foster friendship and camaraderie.

1.5.             Establish national and global presence through networking and coordinating with other organizations.

1.6.             Generate funds and resources and acquire and sell properties.

Article III: MEMBERSHIP

Section 1.        General Description

A member is a person:

1.1.       Who is aged 18 years old and above.

1.2.             Of any nationality, race, gender, status and religion.

1.3.             Who has successfully completed the Organization's other membership requirements as determined by the Board.

1.4.             Except for the Probationary Members; who has pledged the MMS Oath of Membership.

Section 2.        Kinds of Membership

Membership to the organization is classified into Regular, Probationary, and Honorary.

2.1.       Regular Member

            2.1.1.    A Regular Member is a person:

                        2.1.1.1  Who is qualified under Article III, Section 1.

                        2.1.1.2  Who has paid a one time membership fee.

            2.1.2.    Rights of a Regular Member:

                        2.1.2.1. Participate in all activities of the organization.

2.1.2.2.  Vote during election and plebiscite.

2.1.2.3. Be nominated and elected to an elective post based on the article of officer, on section of qualification.

2.2.       Probationary Member

            2.2.1.    A Probationary Member is a person:

2.2.1.1  Who has completed a significant portion of the membership requirements as defined under Article III, Section 1, but still needs other components to complete his membership.

             2.2.2.    Rights of a Probationary Member: 

2.2.2.1  Limited Participation in all activities of the organization subject to provision specified by the Officers and/or Board of Trustees of the organization.

2.3.       Honorary Member

2.3.1.        An Honorary Member is a person: 

2.3.1.1. Who is not a Regular or Probationary Member.

2.3.1.2. Who had substantially contributed time, talent, or resources to the organization, as determined by the Board of Trustees.

2.3.1.3  Who was sponsored by a Regular Member.

2.3.1.4. Who was accepted by the majority vote of the Board of Trustees. 

            2.3.2.    Rights of an Honorary Member: 

2.3.2.1  Limited Participation in all activities of the organization subject to provision specified by the Officers and/or Board of Trustees of the organization.

Section 3.        Terms Of Membership

Unless explicitly requested, a person's membership in the organization is effective for a lifetime.  However, membership in the organization can be cancelled due to a valid cause, as determined by the Board, and as affirmed by 2/3 vote of the active regular members.

Section 4.        MMS Oath Of Membership

The "MMS Oath of Membership" shall be formulated via a Board Resolution.  All members of the organization should pass through this oath taking to be considered a member of the organization.  All members should sign the oath of membership as a proof of his inclusion to the list of MMS members. 

Section 5.        Suspension And Termination Of Membership

5.1.             Suspension, expulsion and termination of members shall be in accordance with the rules and regulations of the organization.

5.2.       Any member of the organization may file charges against a member by filing a written complaint with the Records Officer of the organization.  The Board of Trustees shall form an Ad Hoc Committee to investigate complaint and present their findings to the Board of Trustees.  The Board of Trustees has the right to impose the disciplinary action (i.e. suspension).  In case the penalty is expulsion, the affirmative vote of 2/3 of all the active members shall be necessary to expel a member.

Article IV: BOARD OF TRUSTEES

 Section 1.        Composition

The Board of Trustees is composed of a minimum of 5 persons.

Section 2.        Qualifications

To be eligible for election to the Board of Trustees, a person must:

2.1.       Have at least 3 consecutive years of active regular membership in the organization.

2.2.       Be at least 21 years of age.

2.4.       Be free of any violation committed against the laws of the organization.

2.5.       Be free of any conviction resulting from violation committed against the laws of the Philippines.

Section 3.        Term of Office

A trustee can hold office for a term of four (4) years or until his/her successor has been elected and qualified; Provided, that one-half plus one of the elected trustees obtaining the highest number of votes during the first election after registration shall serve for four (4) years, and the remaining directors for two (2) years.  Thereafter, all directors shall be elected for a term of four (4) years; provided further that no director shall serve for more than three (3) consecutive terms.  The term of the incorporating directors shall expire upon the election of their successors in the special general assembly after registration.

Section 4.        Structure

The Board of Trustees shall have the following officials which they elect among themselves.  The term of each official is 2 years.  Election for new officials ensues whenever there is vacancy due to termination, resignation or end of tenure. However other functions and/or positions can be assigned by the President of the Board to the other members of the Board of Trustees as he deemed necessary.

4.1.       President

4.2.       Secretary

4.3        Treasurer

Section 5.        Functions

5.1        The Board creates Board Resolutions that act as policies and implementing rules and guidelines of the organization.

5.2        The Board formulates and monitors the 5-year plan of the Organization where the yearly plans of the Officers are based.

5.3        Approves the annual plans and budget of the Officers.

5.4        Reviews and audits the activities and finances of the Officers bi-annually.

Article V: OFFICERS

Section 1.        Composition

The Officers of the organization are composed of the Chief Executive Officer (CEO), Chief Operating Officer (COO), Finance Officer (FO), Records Officer (RO) and the Public Relations Officer (PRO).

Section 2.        Qualifications

To be eligible for election to any Officer position, a person must:

2.1.       Be an active regular member.

2.2.       Be at least 21 years of age for the CEO, COO and FO, and be at least 18 years of age for RO and PRO.

2.4.       Be free of any violation committed against the laws of the organization.

2.5.       Be free of any conviction resulting from violation committed against the laws of the Philippines.

2.6.       For CEO, COO and FO, a person must at least have two years of membership in the organization.

Section 3.        Term of Office

All officers of the organization shall hold office for two years.  Term of office starts on the first day of January and ends on the last day of December of the second year of office.  No person shall hold the same office for two consecutive terms.

Section 4.        Functions

4.1.       Executes all resolutions and/or decisions of the Board of Trustees.

4.2.             Formulates Executive Orders in the implementation of the Board Resolutions and Annual Plans of the Organization.

4.3.       Decides on all matters concerning the operation of the organization except those that are done through election as stated in the by-laws, resolutions and executive orders or as deemed necessary by the Officers.

Section 5.        Functions and Powers of the Officers:

5.1               Chief Executive Officer (CEO):

Being the Chief Officer of the organization, the CEO shall:

5.1.1          Preside in all meetings of the organization.

5.1.2          Execute all resolutions and/or decisions of the Board of Trustees.

5.1.3          Sign the Executive Orders the Officers formulates.

5.1.4          Be charged with directing and overseeing the activities of the organization.

5.1.5          Appoint and have control over all members of the organization.

5.1.6          Review and approve expense vouchers.

5.1.7          Present to the Board of Trustees and the members the projects, an annual budget and supplemental budgets.

5.1.8          Submit to the Board of Trustees as soon as possible after the close of each fiscal year, and to the members, a complete report of the activities and operations of the association for the fiscal year under his term.

5.1.9          Develop the 2 year plan of the organization.

5.1.10      Create Committees.

5.1.11      Appoint members to the COMELEC.

5.2.       Chief Operating Officer (COO):

            The COO shall:

5.2.1          Exercise all functions and powers of the CEO during the absence or incapacity of the latter.

5.2.2          Perform duties that maybe assigned by the CEO.

 5.3.       Finance Officer (FO):

             The FO shall: 

5.3.1          Manage the funds and properties of the organization.

5.3.2          Collect membership fees and other fees to be collected from the members of the organization.

5.3.3          Keep the Book of Accounts of the organization.

5.3.4          Report periodically the Statement of Condition and Performance of the organization.

5.3.5          Make available the Book of Accounts for inspection by any member of the Board of Trustees.

5.3.6          Perform such duties that may be assigned by the CEO.

 5.4.       Records Officer (RO): 

            The RO shall: 

5.4.1          Provide notices required by these by-laws, keep the minutes of all meetings of the Officers, file the minutes of all other meetings of the organization.

5.4.2          Maintain correspondence files and all other papers that are to be kept by the organization.

5.4.3          Maintain the organization and members' database and other records.

5.4.4          Act as the Procurement Officer of the organization.

5.4.5          Perform duties that may be assigned by the CEO. 

5.5.       Public Relations Officer: 

            The Public Relations Officer shall: 

5.5.1          Be in-charge of all forms of communications among members of the organization, among other organizations, and the public as a whole.

5.5.2          Act as the Property Custodian of the organization.

5.5.3          Perform duties that maybe assigned by the CEO.

Article VI: ELECTIONS

 Section 1.        Schedule of Elections

 On the first week of December every two (2) years, a required number of members are elected to the Board of Trustees and Officers.

Section 2.        COMELEC

Commission on Election (COMELEC) shall be composed of appointed members of the Organization.  The members are appointed by the Officers one month prior to the scheduled election of new Board of Trustees and/or Officers.  Upon creation, the COMELEC becomes an autonomous committee which does not report to the Officers and/or Board of Trustees. The members elect a Chairman, Co-Chairman and Secretary among themselves.

The COMELEC is tasked to operate and manage activities during elections and plebiscites.  Therefore, they cannot run for office during the election process. The Committee dissolves as soon as they conclude the election activities they have been tasked to conduct.

Section 3.        Proceedings

3.1               Voting by secret balloting will determine the Officers and required number of trustees.

3.2               The COMELEC shall conduct the canvassing of votes right after the voting exercise and in front of the regular members.

3.3               The COMELEC shall proclaim the winner immediately after the last ballot has been canvassed.

3.4               In case of tie in any position for Officers and in the last position for Board of Trustees, there will be another voting process to determine who will hold the position.

Section 4.        Impeachment of Officers/Board Member

4.1               Any elected officer or member of the Board of Trustees may be removed from office on impeachment for conduct or performance detrimental to the interest of the organization and for non-performance of duties and responsibilities.

4.2               The Board of Trustees shall form an Ad Hoc Committee to investigate the cause. The Ad Hoc Committee, which shall not include the accused, shall investigate the charges and recommend impeachment or otherwise.  All recommendations shall be in writing and the accused furnished a copy of the same.

4.3               Where the committee recommends impeachment, the Board shall convene the membership to a special general meeting for the sole purpose of voting on the recommendation.  A three-fourths (2/3) vote of the members in session, which body shall constitute a majority of the regular membership, shall be necessary to remove the accused officer or board member.

Article VII: DISCIPLINARY ACTIONS AND PENALTIES

Section 1.        Proceedings

1.1               Any member or officer of the organization shall be subject to disciplinary action when found to be in violation of any of the rules, regulations, policies, and provisions of the by-laws, or has committed an act of misconduct detrimental to the welfare and interest of the organization and its members.

1.2               A signed written complaint by a member of the organization outlining the specifics of the charges, and submitted to the Officers shall constitute the necessary documentation to warrant investigation and the creation of an Ad Hoc Committee for the purpose.

1.3               The Board of Trustees shall create the Ad Hoc Committee.  The Ad Hoc Committee shall handle the investigations regarding the misconduct allegedly committed by a member or members of the organization.  The Committee will submit their findings to the Board of Trustees for approval.

1.4               The Ad Hoc Committee shall serve a copy of the complaint and written notice of time and date of hearing to the accused.  The hearing shall be held no earlier than five (5) working days after the date of the receipt of notice.

1.5               The accused and the complainant shall appear before the committee and produce evidences pertinent to the case.

1.6               The committee shall put its decision in writing and shall provide copies of the same to each of the accused, complainant and to the Board of Trustees. 

1.7               The decision of the committee may be appealed to the board in writing not later than 15 days after its promulgation.

1.8               The board en banc, may confirm, overturn, reduce, expand, or in any matter modify the recommendation of the committee by 2/3 vote of the Board of Trustees.

Article VIII: MEETINGS

Section 1.        General Assembly

The General Assembly of the members shall be held at designated location in December of each year.

Section 2.        Special Meeting

A special meeting may be called as the need thereof arises, by the Board of Trustees or the Officers or upon petition of 1/3 of the active members.

Section 3.        Notices

Notices of the date, time and place of a meeting shall be communicated at least one week before the date set for such meeting.  In urgent cases, the notice may be communicated at least two days before the meeting.  The notice of every special meeting shall state briefly the purpose or purposes of the meeting.  No other business shall be considered at such meeting, except with the consent of all the members present.

Section 4.        Quorum

A quorum for any meeting of the members shall consist of majority of the active regular members.

Article IX: FUND

Section 1.        Source

The funds of the organization shall be derived from membership fees, gifts, donations or benefits, sponsorship and fund raising activities.

Section 2.        Fees and Dues

Every member of the organization shall, in addition to the membership fee, pay dues that may be imposed by the organization from time to time.

Section 3.        Disbursements

Withdrawal from the fund of the organization, whether by check or any other instrument, shall be signed by the FO, and the CEO or COO.  If necessary, the Board of Trustees may designate other signatories.

Section 4.        Fiscal Year

The fiscal year of the organization shall be from January 1 to December 31 of each year.

Article X: AMENDMENTS

These constitution and by-laws or any provision thereof, may be amended or repealed by two-thirds (2/3) of the regular members present during the General Assembly (GA).