25 August 2023
Dear Corporation Member,
One of the agenda for tomorrow's annual meeting is the approval of amendments to the IVCF By-laws. The amendments are proposed in order to 1.) enable IVCF to meet the requirements for accreditation by the Philippine Council for NGO Certification; 2.) enable IVCF to comply with new requirements of the Securities and Exchange Commission, and 3.) update the By-Laws so that it is consistent with current practice. The detailed explanation for each amendment can be found HERE.
Please note that ARTICLE XI: AMENDMENTS of the By-Laws state that:
Section 1. Articles II and IV may be amended only after the proposed amendment shall have been made known to all members and shall have been under consideration and study by a constitutional committee for a period of one year, and the same if endorsed by said committee for decision is unanimously approved by all the corporation members.
Section 2. Amendments to the remaining articles may be made by a majority vote of all members, provided that such amendments shall be presented to the corporation for discussion and consideration and voting thereon shall take place at least one month from the time of such discussion and consideration.
Considering that the proposed amendments are made in order for IVCF to comply with PCNC and SEC requirements and have been deliberated and approved by the Board of Trustees, we are kindly requesting the waiver of the requirements of Article XI in order for the IVCF membership to proceed to vote on the proposed By-laws in the annual membership meeting.
Do you agree to waive the requirements of Article XI?
Please proceed to vote on the three sets of amendments.
The Board of Trustees proposes amendments to the IVCF By-laws as explained below. Please view the current By-laws HERE. Then indicate your vote on each set of amendments as described below:
The Inter-Varsity Christian Fellowship is a non-stock, non-profit religious corporation x x x
New Section 6 on the no compensation of Trustees.
Section 6. No Compensation. Trustees shall not receive compensation or remuneration for serving on the Board of Trustees of the Fellowship.
Section 1. No part of the net income or assets of the corporation shall belong to, or inure to the benefit of any member, Trustee, Officer, or any specific person.
Section 2. The level of administrative expenses of the corporation shall, on an annual basis, not exceed 30% of the total expenses for the taxable year nor more than 30% of the donations and gifts for the taxable year be used for administrative purposes.
In the event of dissolution, the assets of the corporation shall be distributed to another accredited non-government entity organized for a similar purpose or purposes, or to the State for public purpose or purposes or would be distributed by a competent court of justice to another accredited non-government entity to be used in such manner as in the judgment of the court shall best accomplish the general purpose of the Fellowship.
Do you approve of the above amendments to the IVCF By-laws to enable IVCF to be compliant with the requirements of the Philippine Council for NGO Certification?
The name of this organization shall be the Inter-Varsity Christian Fellowship of the Philippines, Inc., hereinafter called the Fellowship or IVCF Philippines.
The office of the Inter-Varsity Christian Fellowship of the Philippines, Inc., shall be 101 Don Primitivo St. Don Antonio Heights in Quezon City, Philippines, provided that the Board of Trustees may at any time establish elsewhere such regional and branch offices as it may deem necessary.
Section 8. A majority of the membership of the Fellowship shall constitute a quorum at any meeting of the members, except where the law requires 2/3 of the membership. Members may attend the meetings in person, by proxy, via remote communication or in absentia and shall be deemed present for purposes of quorum. Members may also cast their votes in person, by proxy, via remote communication or in absentia.
Section 2. Quorum – The Trustees shall act only as a Board, duly convened, and the individual Turstees shall have not power as such. A majority of the Trustees shall be necessary at all meetings to constitute a quorum for the transaction of any business, and the majority decision of the quorum shall be valid as a corporate set. A Trustee who participates in a meeting through teleconferencing, videoconferencing, or other similar means of communication shall be deemed present for purposes of quorum. Trustees may participate and cast their votes in person or through remote communication.
Section 4. Minutes. X X X
Section 5: Powers and Duties X X X
Section 5. Treasurer. The Treasurer who must be a resident of the Philippines shall be elected X X X
Do you approve of the above amendments to the IVCF By-laws to enable IVCF to be compliant with the requirements of the Securities & Exchange Commission?
Section 6. There shall be a regular annual meeting of the members in Quezon City, Philippines on any Saturday in August as decided by the Board of Trustees.
