NEW BY- LAWS OF THE PHILIPPINE COLLEGE OF RADIOLOGY, INC. 2012 S.E.C. Approved ARTICLE I NAME This corporation shall be known as the Philippine College of Radiology, Inc. (hereafter Referred to as the "College") and shall constitute the affiliate specialty society in Radiology (Medical Imaging, Interventional and Therapeutic Radiology) of the Philippine Medical (PMA). 2013 PROPOSED BY-LAWS OF THE PCR YES/ NO/ ABS TAIN ARTICLE 1 NAME This Corporation shall be known as the Philippine College of Radiology, Inc. (hereafter referred to as the College or PCR ) and shall constitute the affiliate specialty society in Radiology (Medical Imaging, Interventional and Therapeutic Radiology) of the Accredited Professional Organization (APO) of the Professional Regulation Commission (PRC). ARTICLE II - OFFICE (same as Old By-Laws) The principal office of the Philippine College of Radiology, Inc. shall be in Unit 807 & 809, Future Point Plaza 1,112 Panay Avenue South Triangle, Quezon City. ARTICLE 2 OFFICE (same) The principal office of the Philippine College of Radiology, Inc. shall be in Unit 807 & 809, Future Point Plaza 1,112 Panay Avenue South Triangle, Quezon City. 1
(N/A) ARTICLE 3 ORGANIZATIONAL STRUCTURE 3.1 The organizational structure is represented in the diagram in Appendix A. 3.1.1 The PCR body is divided into the Executive Assembly and the General Assembly. 3.2 The Executive Assembly shall be headed by the President of the Philippine College of Radiology, who shall serve as its presiding officer and chief executive officer (CEO). 3.3 The President and Executive Officers oversee: 3.3.1 The Presidents of the Chapters and Subspecialty Societies. 3.3.2 The Chairpersons of the Standing Committees, namely the Continuing Medical Education Committee, Research, Membership, Accreditation, Bylaws, Nominations and Elections Committee, Ethics and Discipline Committee, Governance-Legislative Liaison Committee, as well as the Committee on the Practice of Radiology. 3.3.3 The Chairpersons of various Ad-Hoc Committees, as well as Presidents of other Recognized Societies. 3.4 The Executive Assembly 3.4.1 The Executive Assembly shall develop strategic plans and programs for the College in consonance with the aims and objectives of the College as embodied in these Bylaws. Such plans and programs shall be submitted to the Board of Directors for final approval. 3.4.2 It shall become the forum by which the different concerns and aspirations of the members as represented by the different presidents of the regional chapters, subspecialty societies, and other recognized societies may be ventilated, discussed and properly addressed through various plans 2
and programs which may be agreed upon; 3.4.3 It shall serve as the primary conduit by which the President (CEO), the chairpersons of the different committees, councils, and board of examiners shall relay the specifics of the different activities and projects of the College, gather feedbacks for the same, and report on their progress and current status; 3.4.4 It shall also become the venue by which the presidents of the different chapters, subspecialty societies and recognized societies shall report on their different activities and projects; 3.4.5 All elected members of the Executive Assembly are qualified to vote. 3.4.6 The President shall convene the Executive Assembly on a quarterly basis at a fixed place, date and time. 3.5 The Executive Assembly shall be composed of the following: 3.5.1.1 Board of Directors 3.5.1.2 Chairman, Expanded Philippine Board of Radiology 3.5.1.3 At least three (3) Immediate Past Presidents of the Council of Past Presidents 3.5.1.4 Chairman, Residency Training Council 3.5.1.5 Chairman, Standing and Ad-Hoc Committees 3.5.1.6 Presidents, Chapters 3.5.1.7 Presidents, Subspecialty Societies 3.5.1.8 Presidents, Other Recognized Societies 3.6 The General Assembly is composed of all the other members of the College. ARTICLE III MEMBERSHIP Membership to the College is a privilege, not a right, and is ARTICLE 4 MEMBERSHIP 4.1 Membership to the College is a privilege, not a right, and is contingent upon the candidate s 3
contingent upon the candidate's compliance with the eligibility requirements and upon the final approval of the Board of Directors. A- III, Section I Eligibility A. Diplomates: Persons are eligible to become Diplomates if they: a. have earned a medical degree and passed the Philippine Physician Licensure Examination; b. are a member of the Philippine Medical Association; c. have completed Radiology Residency Training as prescribed by the PCR Residency Training Council (RTC), or its equivalent for those trained outside of the Philippines provided that the credentials are determined as acceptable by the Philippine Board of Radiology; and d. have passed the Philippine Board of Radiology (PBR) Certifying Examination. A- III, Section I Eligibility B. Fellows: Persons are eligible to become Fellows if they: a. have atleast one (1) year tenure as Diplomate of the Philippine Board of Radiology; compliance with the eligibility requirements and upon the final approval of the Board of Directors. 4.2 Eligibility 4.2.1 Diplomates. Persons are eligible to become Diplomates if they: 4.2.1.1 Have earned a medical degree and passed the Philippine Physician Licensure Examination of the Professional Regulation Commission (PCR) or an equivalent Medical Licensure Examination duly recognized by the Philippine government; 4.2.1.2 Are a member of any recognized Accredited Professional Organization (APO) of the Professional Regulation Commission (PRC); 4.2.1.3 Have completed Radiology Residency Training as prescribed by the Residency Training Council (RTC) of the Philippine College of Radiology, or its equivalent for those trained outside of the Philippines provided that the credentials are determined as acceptable by the Expanded Philippine Board of Radiology (PBR); and 4.2.1.4 Have passed the Expanded Philippine Board of Radiology (PBR) Certifying Examination. 4.2.2 Fellows. Persons are eligible to become Fellows, if they: 4.2.2.1 Have at least one (1) year tenure as Diplomate; and 4.2.2.2 Have fulfilled the requirements prescribed by the Philippine College of Radiology. 4
b. have significant contribution to the specialty as established by the College; and c. apply for Fellowship and were nominated either by two Fellows in good standing or by the Chapter. By-Laws of the Philippine College of Radiology A- III, Section I Eligibility C. Fellow Emeritus: A current Fellow of the College who has significant contribution to the College upon retirement is eligible to become a Fellow Emeritus. Fellows in good standing may submit names of suggested nominees to the Committee on Membership, which shall in turn make its recommendations to the Board of Directors. A- III, Section I Eligibility D. Honorary Member: An outstanding non-filipino Radiologlst who has rendered service to the College is eligible to become an Honorary Member. Fellows in good standing may submit names of suggested nominees to the Committee on Membership, which shall in turn make its recommendations to the Board of Directors. (N/A) 4.2.3 Fellow Emeritus. A current Fellow in good standing of the College who has been practicing Radiology for at least 30 years and who has significant contribution to the College is eligible to become a Fellow Emeritus. Fellows in good standing may submit names of suggested nominees to the Committee on Membership, which shall in turn make its recommendations to the Board of Directors. 4.2.4 Honorary Member. An outstanding non-pcr member who has rendered service to the College is eligible to become an Honorary Member. They are not permitted to vote on matters affecting the College or to practice Radiology. Fellows in good standing may submit names of suggested nominees to the Committee on Membership, which shall in turn make its recommendations to the Board of Directors. 4.2.5 Associate Member. An outstanding non-pcr Radiologist who has rendered service to the College for three (3) years is eligible to become an Associate Member. The Board of Directors will set guidelines for the 5
(N/A) eligibility to become an Associate Member. Associate members are not permitted to vote on matters affecting the College or hold elected positions but are allowed to practice Radiology. Fellows in good standing may submit names of suggested nominees to the Committee on Membership, which shall in turn make its recommendations to the Board of Directors. An affirmative vote of at least two-thirds (2/3) of all the members of the Board of Directors is required before it is presented to the general membership. A majority vote of all members present or represented by proxy in the General Membership Meeting is required for final approval and effectivity of Associate membership. 4.2.6 Corresponding Member. A current Fellow or Diplomate of the College who is employed or in-training abroad or members who are on leave due to illness and who have duly notified the College of such facts, is eligible to become a Corresponding Member. If the employment or training abroad or the leave due to illness is for more than a year, payment of annual dues as well as voting privileges are temporarily suspended but the Corresponding Member must show documentary proof of the employment, training or leave for more than a year upon his or her return to the Philippines. (N/A) 4.2.7 Affiliate Member. X-ray Technologists, Medical Physicists, Bioengineers, Radiology Nurses and Radiation Biologists who have made significant contribution to their specialty in research and education may be eligible to become Affiliate members. Membership shall be by invitation upon the 6
approval of the Board of Directors. A certificate of membership shall be issued upon acceptance and payment of fees and dues as determined by the Board of Directors. A-III, Section 2 - Privileges of Members A. Fellows, Diplomates and Fellows Emeritus are entitled to vote on matters affecting the College and to be appointed to Committees. Honorary Members are not entitled to vote on matters affecting the College or to be appointed to Committees. B. Only Fellows in good standing are entitled to hold elective office. A-III, Section 3 - Duties and Obligations of Members Members shall be considered in "good standing" if the following duties are fully satisfied: A. Fellows and Diplomates are obligated to pay the annual dues of the College. Fellows Emeritus and Honorary Members are not required to pay the annual dues of the College; Life Members shall now be called Fellows who are Fully- Subscribed and are no longer required to pay the annual dues 4.3 Privileges of Members 4.3.1 Fellows, Diplomates and Fellows Emeritus in good standing are entitled to vote on matters affecting the College and to be appointed to Committees. Honorary members, Corresponding Members, and Board-Eligible Members are not entitled to vote on matters affecting the College or to be appointed to Committees. 4.3.2 Only Fellows in good standing are entitled to hold elective office. 4.3.3 Associate Members and Affiliate Members may be appointed to committees except the chairmanship but not to vote in elections and in matters presented to the membership nor to hold elective office. 4.4 Duties and Obligations 4.4.1 Members shall be considered in good standing if the following duties are fully satisfied: 4.4.1.1 Fellows and Diplomates must maintain eligibility to practice medicine as well as maintain good standing status of any recognized Accredited Professional Organization of the Professional Regulation Commission; 4.4.1.2 All members are expected to strictly abide by the Approved Guidelines for the Practice of Radiology in the Philippines, Code of Ethics for Radiologists, Guidelines for Professional Fees of Radiologists, and Rules and Regulations of the Chapters where they practice. 7
of the College; The Board of Directors shall, from time to time, prescribe the criteria for Fellows who are Fully- Subscribed; B. Fellows and Diplomates must maintain eligibility to practice medicine as well as maintain good standing status with the Philippine Medical Association (PMA); C. All members are expected to adhere to ethical standards of the College and of the Philippine Medical Association; D. All members must undertake continuing medical education and accrued Continuing Medical Education (CME) Units for revalidation or re-accreditation of membership as determined by the Board of Directors. A-III, Section 4 - Suspension / Termination of Membership (new Section) A. Whenever a Member falls to pay annual dues within the year, the member's privilege to vote and hold office will cease upon notification of this delinquency. If payment is not made within the next succeeding three (3) years after due notification, the delinquent member shall be dropped from the roster and thereupon forfeit all privileges of membership; Exceptions to this may be made on the basis of individual 4.4.1.3 Fellows and Diplomates must undertake continuing medical education and accrue Continuing Medical Education (CME) units for re-validation or re-instatement of membership as determined and prescribed by the Board of Directors. 4.4.1.4 Fellows and Diplomates are obliged to pay the annual dues of the College. Fellows Emeritus and Honorary Members are not required to pay the annual dues of the College. 4.4.1.5 Life Members shall now be called Fellows who are Fully-Subscribed and are no longer required to pay the annual dues of the College; The Board of Directors shall, from time to time, prescribe the criteria for Fellows who are Fully-Subscribed; 4.4.1.6 Affiliate Members, Associate Members, and Board-Eligible Members are obligated to pay annual dues as determined by the Board of Directors. 4.5 Suspension, Termination or Removal 4.5.1 Members, after due process, may be suspended or removed from membership by the Board of Directors by two-thirds (2/3) vote for culpable violation of the PCR Bylaws, Approved Guidelines for the Practice of Radiology in the Philippines, Guidelines for Professional Fees of Radiologists or the pertinent provisions of the Code of Ethics of the College; 4.5.2 For any cause other than non-payment of dues, suspension or removal shall occur only after the member has been advised of any complaints lodged against him/her and has been given reasonable opportunity for defense. Such member, if removed, may appeal the decision of the Board (BOD) to 8
consideration such as for training and employment outside the Philippines. The Committee on Membership shall make appropriate recommendations to the Board of Directors upon submission of an explanatory document by the Member. B. Members who have been dropped from the roster due to delinquency in payment of dues may be reinstated upon complete payment of back dues plus accrued interests; C. Removal: Members may be removed from membership by the Board of Directors by two-thirds vote for culpable violation of the PCR By-Laws or the pertinent provisions of the Code of Ethics of the College or the PMA; For any cause other than nonpayment of dues, removal shall occur only after the member has been advised of any complaints lodged against him/her and has been given reasonable opportunity for defense. Such member, if removed, may appeal the decision of the Board to the Council of Elders (Board of Regents) within thirty (30) days from receipt of notice of the decision; the Council of Past Presidents within thirty (30) days from receipt of notice of the decision. The decision of the Council of Past Presidents shall be final. 4.5.3 Whenever a member fails to pay the annual dues within the year, the member s privilege to vote and hold office will cease upon notification of his/her delinquency. If payment is not made within the next succeeding three (3) years after due notification, the delinquent member shall be dropped from the roster and thereupon forfeit all privileges of membership; 4.5.4 Exceptions to this rule may be made on the basis of individual considerations and circumstances such as Corresponding Members who will undergo training or employment for more than 1 year outside the Philippines or members who are on leave due to illness. After due notification by the Member, the Committee on Membership shall make appropriate recommendation to the Board of Directors who may suspend the payment of annual dues as well as voting privileges upon submission of an explanatory document by the Member. 4.5.5 Members who have been dropped from the roster due to delinquency in payment of dues may be reinstated upon complete payment of back dues plus accrued interests; D. Resignation: Any member may resign by filing a written resignation with 4.6 Resignation 4.6.1 Any member may resign by filing a written resignation addressed to the President, but 9
the President, but such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid. E. Re-validation or Reaccreditation of Membership: Members who fail to meet the criteria for re-validation/reaccreditation as set by the Board of Directors shall be suspended until such time that he shall fulfill the requirements. A-III, Section 5 Dues A. Establishment of annual dues: Annual dues may be adjusted by the Board of Directors no oftener than once a year. B. Special assessments may be levied by the Board of Directors upon the recommendation of the Treasurer; such resignation shall not relieve the member of his/her obligation to pay any dues or other charges theretofore accrued and unpaid. 4.7 Re-validation or Re-instatement of Membership 4.7.1 Members who fail to meet the criteria for revalidation/ re-instatement as set by the Board of Directors shall be suspended until such time that he/she shall fulfill the requirements. 4.8 Dues 4.8.1.1 Annual dues may be adjusted by the Board of Directors no oftener than once a year. 4.8.1.2 Special assessments may be levied by the Board of Directors upon the recommendation of the Treasurer. 4.8.1.3 Refund 4.8.1.3.1 Dues will not be refunded to any member whose membership had been terminated for any reason. C Refund: Dues will not be refunded to any member whose membership have been terminated for any reason. A-III, Section 6 - Meeting of Members (Article X of old By- Laws) A. An annual meeting of the members will be scheduled on or before February 28 on such date and place as to be determined by the Board of Directors. The Annual Meeting will be called for the election for 4.9 Meeting of Members 4.9.1 An annual meeting of the members will be scheduled on or before February 28 of each year on such date and place shall be determined by the Board of Directors. The Annual Meeting will be called for the election of the Board of Directors and the Executive Officers, and for the transaction of such other business as shall come before the meeting. 10
the Board of Directors and the Officers, and for the transaction of such other business as shall come before the meeting. B. Special meeting of the College may be called by the President at any time; or shall be called by the President upon receipt of written request by a majority of the Board of Directors. Business to be transacted at any special meeting shall be stated in a notice to members. Only matters stated in a notice may be considered during the meeting. C. Notice of Meetings: Notice of meetings shall be mailed to the last known address of members or published in the PCR Newsletter or any newspaper of general circulation at least thirty days before date of the meeting. The fiscal year of the College shall be from March 1 of each year to the last day of February of the succeeding year. D. Quorum: After due notification, all present during the Annual Meeting shall constitute a quorum. To pass a resolution, a vote of 50% plus 1 of those present shall constitute a majority. 4.9.2 Special meeting of the College may be called by the President at any time; or shall be called by the President upon receipt of written request by a majority of the Board of Directors. Business to be transacted at any special meeting shall be stated in a notice to members. Only matters stated in a notice may be considered during the meeting. 4.9.3 Notice of meetings stating the date, time, place and agenda of the meeting shall be given either personally, by registered mail, by email, by telegram, or by publication in the PCR website, in the PCR newsletter or any newspaper of general circulation at least thirty (30) days before the date of the meeting. Notice of meeting may be waived verbally by any member attending it. The fiscal year of the College shall be from March 1 of each year to the last day of February of the succeeding year. 4.9.4 After due notification, a majority of all members in good standing present in person or by proxy during the Annual General Membership Meeting shall constitute a Quorum. To pass a resolution, a vote of 50% plus 1 shall constitute a majority, except in those matters where the Corporation Code requires the affirmative vote of a greater proportion. 4.9.5 The Order of Business at the Annual Meeting of the members shall be as follows: 4.9.5.1 Proof of service of the required notice of meeting, except when such notice is waived by the members constituting a quorum. 4.9.5.2 Proof of the presence of a quorum. 11
4.9.5.3 Reading and approval of the minutes of the previous annual meeting. However, the reading may be dispensed with by a majority vote of those present. 4.9.5.4 Unfinished business. 4.9.5.5 Report of the President 4.9.5.6 Financial report by the Treasurer 4.9.5.7 Announcement of the Board of Directors and Executive Officers for the ensuing year 4.9.5.8 Reading of all Board Resolutions previously approved. 4.9.5.9 Other matters 4.9.6 The order of business at any meeting may be changed by the vote of the majority of the members present. 4.9.7 Each member in good standing shall be entitled to one vote, and shall vote in person or by proxy. Voting by proxy shall be in accordance with the provisions of the Corporation Code of the Philippines. ARTICLE IV - BOARD of DIRECTORS Section 1 The Board of Directors shall be responsible for the supervision, control and direction of the affairs of the College, its standing committees, boards, councils, special bodies and publications; it shall determine its policies, actively pursue its vision and mission, and supervise the disbursements of its funds. The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be ARTICLE 5 THE BOARD OF DIRECTORS (BOD) 5.1 Function 5.1.1 The Board of Directors shall be responsible for the supervision, control and direction of the affairs of the College. 5.1.2 It shall create policies regarding qualifications, requirements, and terms of office for the chair, standing and special committees, ad-hoc committees, boards, councils, special bodies and publications in instances where they are not specified in the by laws. 5.1.3 It shall likewise determine the College s policies, in active pursuit of its vision and mission. 5.1.4 It approves the annual budget and all other disbursements of the College s funds. 12
deemed necessary and may, in execution of power granted, delegate certain of its authority and responsibility to the Executive Council. The Board of Directors shall call to a meeting the board of Regents who shall meet for the purpose of electing the members of the Council of Elders, members of the Electoral Tribunal and members of the Ethics Committee. The Board of Directors shall serve as the final executive authority of the College. A-IV, Section 2 Composition The Board of Directors shall consist or 11 members, who amongst themselves shall elect the executive officers of the College. The Presidents of the Chapters and the Presidents of the Subspecialty Societies shall serve as honorary Directors without the right to vote. The President of the College will serve as the Chair of the Board of Directors. A-IV, Section 3 Term The term of the elected Director shall be three (3) years. For purposes of staggering the term of office of the Directors upon the implementation of this amendment, there will be 11 directors elected. The five directors receiving the highest number of votes shall serve for a term of 3 years; the next five directors shall serve a period of 5.1.5 The Board of Directors may adopt such rules and regulations for the conduct of its business as shall be deemed necessary and may, in the exercise of its powers, delegate the implementation of its policies to the Executive Officers. (Article 6) 5.1.6 It shall call to a meeting the Board of Regents who shall meet for the purpose of electing the members of the Council of Elders, members of the Electoral Tribunal and members of the Ethics and Discipline Committee. 5.2 Composition 5.2.1 The President of the College shall be the Chief Executive Officer and serve as the Chairman of the Board of Directors. 5.3 Term of Office 5.3.1 The Directors each shall serve a term of three (3) years and be eligible for re-election for another three (3)-year term except as otherwise provided in the article on transition, Article 6.5.3) 5.4 Minimum Qualifications 5.4.1 He or she must be a fellow in good standing for the last five (5) consecutive years upon nomination. 5.4.2 May hold other positions except as President 13
two years; and the remaining five directors shall serve for a period of one (1) year. Thereafter, five directors shall be elected annually and each shall serve for a period of three (3) years. An elected Director may serve a maximum of two (2) consecutive terms without restriction as to the overall number of terms. of a Subspecialty Society or Chapter, PBR Examiner, or as Member of the Ethics and Discipline Committee and Committee on the Standards of Practice of the Radiology Profession (SPR). 5.4.3 Must signify willingness to serve. 5.4.4 Must be nominated by a fellow in good standing. Section 4 - Qualifications The minimum qualification for the position of Board of Directors: a. Must be a Fellow in good standing for the last five (5) consecutive years upon nomination; b. Must not be president of any subspecialty society or chapter, or a member of any certifying board under the Philippine College of Radiology; c. Must signify willingness to serve; d. Must be nominated by a fellow in good standing. A-IV, Section 5 Election At each Annual Business Meeting, five (5) Directors will be elected. In addition, the majority of the Board of Directors in office shall have the power to fill the unexpired terms of members of the Board whose seats were vacated by death, resignation or by termination. 5.5 Election 5.5.1 At each Annual Business Meeting, the members of the Board of Directors shall be elected for a term of three (3) years in a three (3) year cycle as follows: 5.5.1.1 Five (5) Directors are elected at the first year of the cycle, five (5) Directors at the second year and five (5) Directors at the final year of the three (3) cycles. 5.5.1.2 Any member can be elected for two (2) consecutive three (3)-year terms only. 14
5.5.1.3 After the new Directors have been elected, they and the remaining Directors shall convene, to elect from among themselves the seven (7) specified positions for the Executive Officers with the Chair of the Nominations and Elections Committee as witness. Thereafter, the Chair of the Nominations and Elections Committee shall present the new Directors and Executive Officers to the General Membership during the Annual Business Meeting, 5.5.2 The election for the Presidents of the Chapters and Subspecialty Societies shall be in accordance to the procedure and calendar of the respective Chapters and Subspecialty Societies. 5.5.3 During the Transition Period or initial year of adaptation of the 2013 revised Bylaws, there will be an election of fifteen (15) individuals to fill each seat of the Board of Directors. The top five (5) directors garnering the highest number of votes will serve for a total term of 3 years. The next five (5) directors will serve for a total term of 2 years. And the remaining five (5) will serve for a term of 1 year. A-IV, Section 6 - Meetings of the Board of Directors The Board of Directors shall meet as the need arises. One such regular meeting of the Board of Directors shall be held with proper notice immediately before the Annual Business Meeting. 5.6 Meetings of the Board of Directors 5.6.1 The Board of Directors shall conduct regular meetings beginning on the Annual Assembly and on the third Saturday of every odd numbered months of the year, namely; January, March, May, July, September and November. 5.6.2 Complete attendance in the regular meetings shall contribute to confer a status of good standing for a Director. 15
5.6.3 In unavoidable circumstances, a Director may participate in the meeting through electronic media provided that his identity is duly established and confirmed. 5.6.4 Emergency or special meetings may be scheduled as the need arises. A-IV, Section 7 - Quorum of the Board of Directors At any meeting of the Board of Directors, a majority of the voting members of the Board shall constitute a quorum necessary for the transaction of the business of the College. Any business involving changes or amendments of the By-Laws of the College require an affirmative vote by at least twothirds of the Board present at such meeting. All other such business thus transacted shall be valid providing it is affirmatively passed upon by a majority of those voting members of the Board who are present. The Chairman of the Board of Directors will vote only in the event of a tie vote in order to break the tie. 5.7 Quorum of the Board of Directors 5.7.1 At any meeting of the Board of Directors, a majority of the voting members of the Board shall constitute as a quorum necessary for the transaction of the business of the college. 5.7.2 The majority of voting members refers to one half plus one of the total number of directors. 5.7.3 All decisions and businesses transacted shall be valid provided it is affirmatively passed upon by the majority of the voting members of the board in quorum. 5.7.4 The Chairman of the Board of Directors can vote only in the event of a tie. A-IV, Section 8 - Telephone Conference Meeting Members of the Board of Directors, or any standing committee board, council or special body designated by the Board, may participate in a meeting by means of a conference telephone or similar communications equipment which allows all persons participating in the meeting to 16
hear each other at the same time. Participation by such means shall constitute presence in person at such a meeting. Any action by the Board of Directors at a conference call or similar communication must be obtained in writing by a quorum of the board. Such consent in writing shall be treated for all purposes as a vote in favor of such action. By-Laws of the Philippine College of Radiology A-IV, Section 9 - Vacancies and Removal Any vacancy occurring on the Board of Directors between Annual Meetings shall be filled by the Board of Directors upon recommendation of the Nominations and Elections Committee. The Director so elected to fill a vacancy shall serve the unexpired term of his or her predecessor. The Board of Directors may in its discretion by affirmative vote of majority of its members remove any officer for cause. For any cause other than nonpayment of dues, removal shall occur only after the member has been advised of any complaints lodged against him or her and has been given reasonable opportunity for defense. A-IV, Section 10 - Compensation Members of the Board of Directors and elected Officers 5.8 Vacancies and Removal 5.8.1 Any vacancy occurring in the Board of Directors between the Annual Meetings shall be filled and served for the duration of the remaining term. The vacancy may be filled by another member from a list supplied by the Nominations and Elections Committee in the order of priority based upon the number of votes obtained in the last General Elections. Otherwise, the provisions of the Corporation Code of the Philippines shall apply. (Under the Corporation Code of the Philippines, only the members, by the vote of two-thirds of them have the power to remove directors with or without cause in a membership meeting duly called for that purpose). 5.9 Compensation 5.9.1 Members of the Board of Directors shall not receive compensation for their services. 5.9.2 The Philippine College of Radiology shall provide for resources as well as expenses 17
shall not receive compensation for their services. necessary in the performance of the duties of each member of the Board of Directors. ARTICLE V - EXECUTIVE COUNCIL OFFICERS Section 1 - Officers The Officers of the College shall be the President. First Vice President, Second Vice President, Secretary, Treasurer, Auditor, and Public Relations Officer. They shall constitute the Executive Council which shall be responsible for the day to day affairs of the College. Section 2 Election of Officers The Officers are elected by the Board of Directors from among themselves by a majority vote at an organizational meeting which shall be called within ten (10) days from the date of election of the Board of Directors. The presiding officer shall be the outgoing president. Section 3 - Term of Office The term of the Office is one year to start at the beginning of the fscal year and shall serve until his/her replacement has been elected and qualified, unless removed in a manner provided for below. The Board of Directors may fill any vacancy of any office for the remainder of the term of the ARTICLE 6 THE EXECUTIVE OFFICERS 6.1 The Executive Officers are accountable to the Board of Directors. 6.2 The Executive Officers shall be responsible for the day-to-day affairs of the College. 6.3 It shall be composed of the President of Philippine College of Radiology, the Vice- President for Internal Affairs, the Vice- President for External Affairs, the Secretary, the Treasurer, the Auditor, and the Public Relations Officer. 6.4 Election of Officers 6.4.1 The seven (7) Officers are nominated from the members of the Board of Directors, and voted upon by the same group. 6.5 Term of Office 6.5.1 The term of office shall be from the beginning and up the end of one (1) fiscal year unless removed from office upon the recommendation of the Ethics and Discipline Committee for due cause. 6.5.2 Before the end of one (1) fiscal year, (and with the five (5) newly elected members of the Board of Directors), a successor shall have been elected. Upon maintaining a status of good standing, the same officer may be re-elected into the same position for a maximum of three (3) consecutive terms. 6.5.3 The Board of Directors may fill a vacancy by electing a new officer from among the remaining members of the Board of Directors that may include the new member from a list supplied by the Nominations and 18
Officer involved. A-V, Section 4 - Responsibility and Authority The Executive Council shall be responsible for the execution of policy and for running the College in the interim between the Board of Directors meetings on all matters except those specifically reserved to the Board by these by laws. The Executive Council shall exercise such other powers and perform such other duties as the Board of Directors may prescribe. Actions of the Executive Council shall be reported to the Board of Directors by mail or at the next Board meeting. A. President: The President shall: a. be the Chairman of the Board of Directors; b. be the Chief Executive and official spokesperson of the College; c. preside over general meetings of the College and of the Board of Directors; d. sign jointly with the secretary Elections Committee ( Note: a vacancy in the officers is not necessarily the same as a vacancy in the board so a replacement officer can be chosen from the remaining board members without having to appoint a new director.) The suitable candidate chosen as replacement shall be in the order of priority based on the number of votes in the last General Elections. In the event that the list has been exhausted, the provisions of the Corporation Code of the Philippines shall apply. 6.6 Responsibility and Authority 6.6.1 General responsibility and authority 6.6.1.1 The Executive Officers shall be responsible for the execution of policy and for running the College in the interim between the Board of Directors meetings on all matters except those specifically reserved to the Board of Directors by these laws. 6.6.1.2 The Executive Officers shall exercise such other powers and perform such other duties as the Board of Directors may prescribe. 6.6.1.3 Actions of the Executive Officers shall be reported to the Board of Directors by mail or at the next board meeting. 6.6.2 President 6.6.2.1 Shall be the Chairman of the Board of Directors; 6.6.2.2 Shall be the Chief Executive and official spokesperson of the College; 6.6.2.3 Shall preside over general meetings of the College and the Board of Directors; 6.6.2.4 Shall sign jointly with the Secretary all certificates of membership; 6.6.2.5 Shall execute and sign contracts for and in the name of the College with the prior 19
all certificates of membership; e. execute and sign contracts for and in the name of the College with the prior approval of the Board of Directors; f. appoint the Chairman and members of all committees, whether standing or special; g. exercise such other powers and perform such other duties as the Board of Directors may prescribe B. First Vice-President: The First Vice-President shall: a. perform the duties of the president in the absence or incapacity of the latter for any cause; b. act as liaison between the College and National, Medical, Paramedical Civic Sorties and/or organizations, and government instrumentalities and agencies; c. be responsible for assisting the President, and act for and in his behalf when the President is unable to attend to or upon the President's instructions on matters relating to the relationships an dealings of the college with the above mentioned organizations or agencies; d. coordinate all related activities between the College and its Chapters and Subspecialty organizations of the College; e. be the Overall Chairman of the Committee in charge of approval of the Board of Directors; 6.6.2.6 Shall appoint the chair of all committees whether standing or special in concurrence with the Board of Directors. 6.6.2.7 Shall exercise such other powers and perform such other duties as the Board of Directors may prescribe. 6.6.3 Vice-President for Internal Affairs 6.6.3.1 Shall perform the duties of the President in the absence or incapacity of the latter for any cause. 6.6.3.2 Shall be responsible for assisting the President, and act for and in his behalf when the President is unable to attend to or upon the President s instructions on matters relating to the relationships and dealings of the College with the above mentioned organizations or agencies; 6.6.3.3 Shall supervise all related activities between the College and its Chapters and Subspecialty organizations of the College. 6.6.3.4 Shall be the Overall Chairman of the Annual Conventions 6.6.3.5 Shall exercise such other powers and perform such other duties as the Board of Directors may prescribe. 6.6.4 Vice-President for External Affairs 6.6.4.1 Shall perform the duties of the Vice- President for Internal Affairs in case of incapacity. 6.6.4.2 Shall act as Chair of the Scientific Committee of the Annual Convention 6.6.4.3 Shall exercise such other powers and performs such other duties as the Board of Directors may prescribe. 6.6.4.4 Shall act as a liaison between the College and National, Medical, Paramedical Civic 20
the Annual Convention; f. exercise such other powers and perform such other duties as the Board of Directors may prescribe C. Second Vice-President: The Second Vice-President shall, a. perform the duties of the President in the absence of the President and First Vice- President for any cause; b. exercise such other powers and perform such other duties as the Board of Directors may prescribe. D. Secretary. The Secretary shall: a. keep a record of the membership of the College; b. record the minutes of all meetings of the College, Board of Directors and Executive Council; c. sign jointly with the President all certificates of membership; d. keep the College's banner, corporate seal, records and affix the seal to the certificates and other documents requiring the said seal; e. serve such other notices as may be necessary for general meetings of the College and those of the Board of Directors; f. serve such other notices as may be prescribe by the Board of Directors. The Board of Directors, however, may elect an assistant secretary to help him in the Societies and/or organizations, and government instrumentalities and agencies; 6.6.5 Secretary 6.6.5.1 Shall keep a record of the membership of the College; 6.6.5.2 Shall record the minutes of the meetings of the College, Board of Directors and Executive Officers; 6.6.5.3 Shall sign jointly with the President all certificates of membership; 6.6.5.4 Shall keep the College s banner, corporate seal, records and affix the seal to the certificates and other documents requiring the said seal; 6.6.5.5 Shall serve such other notices as may be necessary for general meetings of the College and those of the Board of Directors 6.6.5.6 Shall serve such other notices as may be prescribe by the Board of Directors. The Board of Directors, however, may elect an assistant secretary to help him/her in the performance of his/her duties; 6.6.5.7 Shall make an annual report and update the records of the College at the Securities and Exchange Commission. 6.6.5.8 Shall supervise the Manager and auxiliary staff of the PCR Office. 6.6.6 Treasurer 6.6.6.1 Shall have custody of all funds of the College and keep a record of all disbursements in the corresponding books of accounts; 6.6.6.2 Shall receive and issue receipts to all moneys paid to the College; 6.6.6.3 Shall deposit in the name of the College in 21
performance of his duties; g. make an annual report and update the records of the College at the Securities and Exchange Commission. E. Treasurer. The Treasurer shall: a. have custody of all funds of the College and keep a record of all and disbursements in the corresponding books of accounts; b. receive and issue receipts for all monies paid to the College; c. deposit in the name of the College in such banks as may be designated by the Board of Directors, all funds of the College; d. sign jointly with the President checks when authorized by the Board of Directors; e. render a financial report at the Annual Business Meeting of such other time as the Board of Directors may require; f. cause the preparation financial statements to be submitted to the membership, and to the Securities and Exchange Commission and other agencies as required by government; g. perform such other duties as may be prescribed by the Board of Directors. such banks as may be designated by the Board of Directors, all funds of the College; 6.6.6.4 Shall sign jointly with the President checks when authorized by the Board of Directors; 6.6.6.5 Shall render a financial report at the Annual Business Meeting or such other time as the Board of Directors may require; 6.6.6.6 Shall cause the preparation of financial statements to be submitted to the membership, and to the Securities and Exchange Commission and other agencies as required by government; 6.6.6.7 Shall perform such other duties as may be prescribed by the Board of Directors. 6.6.7 Auditor 6.6.7.1 Shall plan and perform an audit to obtain reasonable assurance that the financial statements of the College are free of material misstatement that are caused by error or fraud; 6.6.7.2 Shall determine whether the Board of Directors has managed or used the College s fund, personnel, property and other resources in an effective and efficient manner. 6.6.7.3 Shall make an Annual Report based on the above functions. 6.6.8 Public Relations Officer 6.6.8.1 Shall issue press releases through the various media as authorized by the President and/or Board of Directors; 6.6.8.2 Shall cause the publication of the directory of members of the College; 6.6.8.3 Shall coordinate with the Editorial Staff for the publication of the PCR Newsletter and the Journal of the Philippine College of Radiology. 22
F. Auditor: The Auditor shall: a. Plan and perform an audit to obtain reasonable assurance that the financial statements of the College are free of material misstatement that are caused by error or fraud. b. Determine whether the Board of Directors has managed or used the College s fund, personnel, property and other resources in an effective and efficient manner. c. Make annual report based on the above functions. 6.6.8.4 Shall act as point person for various media communications. G. Press Relations Officer. The Press Relations Office shall: a. issue press releases as authorized by the President and/or Board of Directors; b. cause the publication of the directory of members of the College; c. cause the publication of the Newsletter and the Journal of the College. A-V, Section 5 Quorum Call of Meetings A majority of the Executive Council shall constitute a quorum at any duly called meeting of the Executive Council. The President shall call such meetings of the Executive Council as the business of the College may require. ARTICLE VI COMMITTEES Section 1 ARTICLE 7 COMMITTEES 7.1 Standing Committees, Special Committees, and Ad-Hoc Committees may be established 23
A. Standing Committees: The Board of Directors shall establish standing committees with their responsibilities and authority as prescribed in these bylaws. The Board shall appoint committee chairmen who will serve three (3) year terms unless otherwise prescribed by the Board. The chairmen of the standing committees must be fellows in good standing. Reappointment is permissible. TheBoard of Directors shall serve as the final executive authority of the Standing Committees. B. Special Committees: The Board of Directors or the Executive Council may establish various special committees and prescribe their responsibilities and authority without prejudice to these by-laws. The President will appoint a committee chairman who will serve for terms prescribed by the Board of Directors or by the Executive Council. The Chairmen of the Special Committees must be Fellows in good standing. The Board of Directors shall serve as the final executive authority of the Special Committees. C. Task Force: The Board of Directors, Executive Council, or the President may establish a by the Board of Directors. 7.2 Standing Committees. The Board of Directors shall establish the Standing Committees enumerated in these Bylaws with their responsibilities and authority as prescribed in these bylaws. The Board of Directors shall appoint committee chairmen who will serve a one (1) year term unless otherwise prescribed by the Board. The chairpersons of the standing committees must be fellows in good standing. Reappointment is permissible. Unless otherwise stated, each committee should have atleast three (3) members including the chairman. The Board of Directors shall serve as the final executive authority of the Standing Committees. 7.2.1 Continuing Medical Education Committee. 7.2.1.1 Shall plan, create and conduct learning and training opportunities other than the Annual Convention for the members, which may include modular and electronic formats. 7.2.1.2 Shall coordinate, integrate and calendar continuing medical education activities of the Chapters and Subspecialty Societies; 7.2.1.3 Shall determine, assess, record Continuing Medical Education (CME) Units of the members, and submit the record to the Membership Committee immediately before the Annual Business Meeting, or as may be requested. 7.2.2 Research Committee. 7.2.2.1 Shall be responsible for the screening, review and approval of papers for publication in the Journal of the College, in coordination with the Public Relations Officer; 24
task force to address a specific issue in a focused manner and in a defined time period. The life span of a task force is generally expected to be no longer than one year. However, the task force maybe reappointed by its convening body for ongoing issues. The Board of Directors shall serve as the final executive authority of the Task Force. A-VI, Section 2 Fellows, Diplomates and Fellows Emeritus in good standing are entitled to be appointed by the President or the Committee Chairmen to be members of the standing committee, special committee or task force. A-VI, Section 3 -Standing Committees: A. Continuing Medical Education Committee. The Continuing Medical Education Committee shall: a. Plan, create and conduct learning and training opportunities other than the Annual Convention for the members, which may include modular and electronic formats. b. Coordinate, integrate and calendar continuing medical education activities of the Chapters and Subspecialty Societies; 7.2.2.2 Shall coordinate multicenter researches or international cooperation researches and studies; 7.2.2.3 Shall create and oversee the PCR Research Unit responsible for evaluating research proposals, providing access to literature, advising on methodologies and research design, and providing help in drafting the scientific paper; 7.2.2.4 Shall explore, coordinate and award grants or funding for research, which may include formation of a foundation, as the Board of Directors may prescribe. 7.2.2.5 Shall screen and approve scientific papers submitted by Diplomates as significant requirements to be eligible to become Fellows of the College. 7.2.3 Membership Committee. 7.2.3.1 Shall valuate the eligibility of candidates for membership to the College; 7.2.3.2 Shall evaluate if a member is in good standing status, as provided in Article 4.4 ; 7.2.3.3 Shall assess and make recommendation for the termination or removal of members from the College, as provided in Article 4.5; 7.2.3.4 Shall keep and update the record of the members of the College, and provide a copy of the record to the Secretary; 7.2.3.5 Shall assist the Public Relations Officer in the publication of the directory of the members of the College; 7.2.3.6 Shall create and oversee the PCR records and Statistical Unit responsible for keeping and updating all records of the College including the list of members, chapter affiliation, subspecialty society affiliation, last known addresses, geographic distribution, equipment density, milestones, etc.; 25