Constitution and By-Laws

The name of this organization shall be PHILIPPINE SOCIETY FOR CELL BIOLOGY, INC., with the acronym PSCB and its secretariat office shall be located at the Institute of Biology, National Science Complex, University of the Philippines Diliman, Quezon City. 

Section 1 – General Objective

The Association shall formulate, implement and coordinate programs and activities geared towards the improvement of teaching and research in cell biology.

Section 2 – Specific Objectives

1. The Association shall establish an inter-institutional program for improvement of teaching and research in cell biology and for development and sharing of research in this field under local conditions.

2. The Association shall establish an operational framework for the extension of relevant technical expertise to persons, agencies or institutions in need of assistance in the utilization of cells for research purposes.

3. The Association shall initiate, support or coordinate for both local and international information exchange in the field of cell biology through scientific meetings, seminars, workshops and publications.

4. The Association shall make official representations with national and international organizations on matters pertaining to interest in cell biology in the Philippines.

Section 1 – General Membership

Membership in this Association shall be open to all persons engaged in teaching and doing research in cell biology and related disciplines and individuals who have made significant contributions to the cause of this Association.

Section 2 – Types of Membership

1. Associate Members (Student Members) – refer to undergraduate students and those who are interested in cell biology and have applied for membership. The Committee on Membership may nominate individuals under this category to the Board of Trustees for regular membership.

2. Regular Members – refer to graduates of biology or related fields and to associate members who have been elevated to regular membership.

3. Honorary Members – refer to individuals recognized for their outstanding contribution in the field of cell biology. The Committee on Membership may nominate individuals to the Board of Trustees for Honorary Membership.

4. Life Members – refer to regular members who opt to pay for life membership and are thus exempted from paying their annual dues.

Section 3 – Rights of Members

1. Regular and Life Members – all active and life members shall have the right to vote and participate in all matters relating to the affairs of the Association. They are eligible for elective positions and appointments to standing committees. Upon prior authorization, they have the privilege to avail of the facilities of the Association and examine its records during business hours.

2. Associate Members – all active associated members shall have the right to participate in the annual conference of the Association. They have the privilege to participate in all deliberations during meetings but will not have the right to vote.

3. Honorary Members – all honorary members shall have the right to participate in the annual conference of the Association. They have no voting power, nor can they be elected to any position.

Section 4 –

Only those members who have paid their annual dues shall be considered active.

Section 5 –

All persons belonging to any type of membership shall be given a certificate of membership upon admission in the Association. The form shall be duly signed by the President and Secretary and sealed with the official seal of the Association.

Section 6 –

The Board of Trustees shall determine the annual membership dues.

Section 1 - Creation of PSCB Chapter

1. A chapter may be organized by a university, or by a group of PSCB members by virtue of geographical / regional considerations. The interested group shall submit a letter of intent addressed to the PSCB Governing Board that includes: (1) the proposed name of the chapter, and (2) the list of regular members (minimum of 20) and an organizational plan and scientific activities.

2. The chapter is required to organize/host at least one conference with a minimum of 50 participants in attendance and one workshop in a year. The Chapter can request assistance from PSCB for the conduct of the conference and workshop.

3. A chapter is formally erected with the establishment of a set of implementing rules and regulations specific to the chapter that will define its scope, rights, privileges, and duties and its relations with the national organization.

Section 2 - Officers, Duties and Responsibilities:

1. The local chapter shall have its own set of officers: Chapter President, Chapter Vice-President, Chapter Secretary, Chapter Treasurer, Chapter Auditor, and Chapter Public Relations Officer, with the same duties and responsibilities as that of the PSCB Board of Trustees.

2. Local chapters should secure an approval from the PSCB Board of Trustees for all official activities to be held by the chapter.

Section 3 - Membership Fees:

1. The local chapter shall collect membership dues and submit the total amount with the list of members to the PSCB Board of Trustees.

2. When a member has paid her/his annual membership annual fee, the member shall be exempted from payment of membership fee when s/he attends the convention provided that the Chapter President endorses the name/s of the member/s on or before the next annual convention.

Section 4 - Special Privileges:

1. An officially recognized local chapter shall be entitled to a 25% budget allotment from their membership fees for use in its official business activities.

2. Income from local chapter activities can serve as part of their budget.

3. The chapter submits an annual financial report.

Section 1 – Annual General Meeting

The annual general meeting of the members shall be held within the month of October during the annual conference to be held at such date and place as determined by the Board.

Section 2 – Special General Meetings

Special general meetings may be called by the Board of Trustees as the need arises.

Section 3 – Quorum

A quorum for the annual general meeting shall consist of a majority of the Board of Trustees and regular members as affirmed by the Secretary of the Association. A majority of such quorum may decide on any matter presented for decision at the meeting.

Section 4 – Order of Business

The order of business at the annual meeting, unless modified by a majority vote of those members present, shall be as follows:

a. Board of Trustees roll call

b. Proof of the required notice of the meeting

c. Secretary’s proof of the presence of quorum

d. Reading and approval of the minutes of the previous annual meeting

e. Matters arising of the minutes

f.  Report of the President

g. Report of the Treasurer

h. Election of the Board of Trustees for the upcoming year

i. Other matters

j. Adjournment

Section 5 – Proxy Voting

Active and life members shall be entitled to one vote, and they may vote either in person or by proxy. In case of voting by a proxy, the request should be formally written and filed with the Secretary of the Association before the scheduled meeting.

Section 1 – Board of Trustees

The corporate powers of the Association, conduct of business and safeguarding of property shall be exercised and controlled by the Board of Trustees including that of the appointment of a representative either from the officers or active members to Local and International Organizations wherein the Association maintains an affiliation.

Section 2 – Composition of the Board

The Board of Trustees shall be composed of eleven (11) members. Nine (9) will be elected every two years during the annual general meeting of the association. The immediate Past President will serve as a member of the Board of Directors and the Vice-President will automatically become the President-Elect. All nominees should be present to accept the nominations.

Section 3 – Meetings

The President shall call regular meetings of the members of the Board of Trustees on a specified day every month. Special meetings may be called to address urgent matters whenever necessary. During such meetings, the President shall preside over business matters, plans and activities of the Association.

Section 4 – Disqualification

No active member shall qualify as Board of Trustee if he or she was either legally convicted by the Court of an offense punishable by imprisonment or found violating the provision of this Constitution.

Section 5 – Term of Office

The term of office of the Board of Trustees shall commence thirty (30) days after the oath-taking and end when a new set of officers has been formally inducted into office.

Section 6 – Officers

1. The officers of the Association shall consist of a President, Vice-President, Secretary, Treasurer, Auditor, Public Relations Officer and five (5) members of the Board of Trustees. The position of the nine (9) elected members during the annual membership meeting shall be decided by the Board of Trustees. All Past Presidents will form the Board of Advisers who shall act as Members of the Election Committee during the biennial elections.

2. Term of Office – all officers of the Association shall serve for two (2) years.

3. Vacancy – when a position becomes vacant because of resignation or other causes, the vacated position shall be filled up in accordance with the results of the preceding election. Otherwise, the Board of Trustees shall select the replacement from the Association’s active members in the form of a resolution.

4. Accountability – any officer who resigns shall settle all accountabilities to the Association.

Section 1 – President

The President shall:

• be the Chief Executive Officer of the Association

• preside over all meetings of the Board of Trustees and during the annual meetings of the members

• execute all approved and overseeing the activities of the Association

• review and approve expense vouchers and other documents pertaining to the Association

• present to the Board of Trustees an annual budget and, as maybe necessary, supplemental budgets

• designate and entrust the powers and duties of sick and disabled officers to any of the Board of Directors

• submit immediately to the Board at the closing of each fiscal year under his/her term, a complete report of the undertaken activities and operations of the Association

Section 2 – Vice-President

The Vice-President who will be President-Elect shall:

• exercise all powers and perform all duties of the President during the absence or incapacity of the latter in conducting the affairs of the Association

• perform duties and functions that may be assigned by the President or by the Board of Trustees

• automatically become President and immediately assumes office after the annual membership meeting of the Association

• be the Chair of the Organizing Committee for the Annual Conference

Section 3 – Secretary

The Secretary shall:

• serve all the notices required by these By-Laws and keep the minutes of all meetings

• keep the Seal of the Association

• attend to and has custody of all correspondences, files and other documents such as the registry of all members and Board resolutions.

• perform duties and functions that may be assigned by the President or by the Board of Trustees

• be the Chair of the Membership Committee

Section 4 – Treasurer

The Treasurer shall:

• have control and responsibility over the financial transactions of the Association

• keep the funds in a bank designated by the Board of Trustees

• keep and take charge of the books of accounts that shall be open to inspection by any member of the Board of Trustees

• prepare a financial report of the Association during the annual meetings or whenever required by the Board of Trustees

Section 5 – Auditor

The Auditor shall:

• examine and audit financial records and countersign the report of the Treasurer

• make an audit of the financial report of the Association

• perform duties and functions assigned by the president or by the Board of Trustees

Section 6 –Public Relations Officer (PRO)

The Public Relations Officer shall:

• be responsible for addressing external relations of the society in terms of publicity and advertisement of activities of the society

Section 7 - Board of Directors

The members of the Board of Directors shall:

• be responsible for providing guidance and formulation of resolutions needed for the orderly conduct of all activities of the Association

• advocate policies of the Association on matters that protect the interest of the members

• perform duties and functions assigned by the President or by the Board of Trustees

• be assigned positions to standing committees

Section 1 - 

To facilitate an orderly conduct of the Association’s objectives and activities, the following standing committees shall be formed.

a. Membership Committee

b. Finance Committee

c. Scientific Committee

d. Training & Education Committee

Section 2 - 

A Chairman who shall be chosen from the members of the Board of Trustees shall head each of the standing committees. It shall be the prerogative of the appointed chairman to choose his/her member from the Board or from the regular and active members of the Association.

Section 3 - 

• The standing committees shall perform functions in accordance with the objectives and interest of the Association and likewise in other matters as required by the Board of Trustees. The specific functions are the following:

• Membership Committee – shall take charge of developing the growth of the Association’s membership. Conduct screening and perform recommending approval for the acceptance and termination of membership, update roster for all types of membership, and facilitate communications and notices for the annual membership meeting.

• Finance Committee – shall be responsible in the raising of funds, provide programs for the proper usage and upkeep of the Association’s financial assets, facilitate communications pertaining to charges on collectibles and projects financial outlay for the Annual Scientific Conference.

• Scientific Committee – shall take charge of the continuing professional education of members, responsible for facilitating conference programs, screening and approval of scientific papers for the Annual Conference.

• Training & Education Committee – shall serve the Association as a training arm by conducting seminars and lectures about the cell and its use in research.

Section 4 - 

The Chairman may be required by the President to submit his/her Plans & Programs for the committee that he/she represents. All recommendations and decisions of each committee shall be presented to the Board of Trustees and once approved, shall be made into a resolution prior to the implementation. The Chairman is likewise required to provide implementation status of all approved recommendations and programs for the Association.

Section 5 - 

The Board of Trustees may create additional ad hoc committees, when the need arises, to address any specific purpose or interest of the Association. A chairman who is appointed by the President shall also head the ad hoc committees.

Section 1 – Funds

The funds shall be derived from membership and conference fees in addition to donations and gift endowments from the supporters of the Association.

Section 2 – Disbursements

All financial transactions shall be signed by the Treasurer and countersigned by the President or the Vice-President. If necessary, the Board of Trustees may designate other signatories. The use of the funds shall be authorized and approved by the Board of Trustees.

Section 3 – Petty Cash

The Board of Trustees shall set an amount to be used as a petty cash/revolving fund.

Section 1

The Constitution and By-Laws of the Association may be amended or repealed following a formal proposal for amendment made by the Board of Trustees.

Section 2

Proposals to amend or repeal the Constitution and By-Laws should be made in writing and submitted for approval by a majority vote of the active members present at the Annual General Meeting.