ARTICLE I. MEMBERSHIP
Section 1. The members of this Corporation shall be fifteen in number and shall constitute the Board of Trustees.
ARTICLE II. BOARD OF TRUSTEES
Section 1. Term. The members of the Board of Trustees shall be elected for a five year term, to expire at the end of May during the fifth year after their election to the membership of the Board.
No trustee shall continuously hold office for more than two (2) successive terms or for ten (10) consecutive years in representation of anyone group as provided in Section 2 hereof. Provided that service by a Trustee of the unexpired term of another trustee to which the former has been previously elected to, shall not be considered in this prohibition. After a one-year interval, a Trustee who has continuously served for two (2) terms may be eligible again for future nomination.
Section 2. Composition. The Board of Trustees shall be fifteen in number to be elected on the basis of group nominations as follows:
- Five Trustees to be nominated by the United Church of Christ in the Philippines in accordance with its rules or By-Laws.
- Five Trustees to be nominated by the Silliman Alumni Association, Inc. in accordance with its rules or By-Laws.
- Five Trustees-at-Iarge to be nominated by the Silliman University Endowment Foundation, Inc. in accordance with its rules or By-Laws, from among its members, Silliman alumni, and/or friends of Silliman
- Except where the system of staggered terms has already been instituted, the nominating group concerned shall determine the terms of the Trustees first nominated by it under the new or Revised By-Laws, to the end that every year thereafter each group need replace only one Trustee with a nominee for a full term.
- The nomination by the group does not constitute an election as Trustee until the same is accepted by majority vote in a corporate meeting of members. If before election, serious questions are raised with respect to the group nominations, the matter shall be referred back to the group concerned for resolution. In the meantime, the Board may either recognize the hold-over Trustees provided they have not exceeded the maximum period of service or declare the position temporarily vacant and apply the rules governing vacancy.
- The President of the University shall be an ex-officio member of the Board of Trustees, he shall have no vote.
- Ex-officio non-votinq Trustees may be appointed by the Board to represent the university constituency under such terms and conditions as the Board may prescribe.
Section 3. Qualifications of Trustees. To be eligible for membership in the Board of Trustees, a person must have the following qualifications:
- Must be of legal age.
- Must be a communicant member in good standing of a Christian church which is Biblical in doctrine, cooperative in service and inclusive in fellowship.
- C. Must be of god moral character and must be respected in the community.
- Must be an alumnus/alumna of Silliman University who has exemplified the Christian lifestyle, the Via Veritas Vita, and demonstrated commitment and loyalty to the University; her vision and mission.
However, a non alumnus/alumna may be qualified by three-fourths vote of the total Board members present after due notice thereof, at a regular or special meeting called.
Section 4. Termination of Membership. Membership in the Board of Trustees shall be terminated by the:
- Expiration of the term of the member;
- Death of the member;
- Resignation of the member;
- Unless determined to be excusable by the Board of Trustees, failure of the member to attend three (3) consecutive meetings of the Corporation and of the Board of Trustees within a year.
- Departure of the member from the Philippines without intention to return before the expiration of his term; or
- Action of the constituent organization or group
Section 5. Filling of vacancies. A vacancy in the Board of Trustees except removed or expiration of term shall be filled by the remaining members of the Board constituting a quorum, who shall elect a nominee of the organization or group affected by the vacancy. A member elected to succeed one who term shall have been terminated for any other causes enumerated in Section 4, Article II, except the first, shall serve only for the unexpired portion of his predecessor's term.
Section 6. Inhibitions. The following are inhibitions on the part of the Board of Trustees:
- A member of the Board of Trustees who is related to any student, faculty member, or personnel, whether by blood or affinity up to the sixth degree, shall be inhibited from taking part in deliberations of the Board of Trustees or any of its committees when acting on matters affecting such relative.
- A trustee shall not be financially interested directly or indirectly in any contract or concession awarded by the University.
- A Trustee shall not receive any compensation or remuneration for his or her service to the University. (as amended on March 19, 2011)
Section 7. All the corporate powers of the Corporation shall be exercised, all of its business shall be conducted, and all of its properties shall be held and controlled by the Board of Trustees.
Section 8. The Board of Trustees shall not, directly or indirectly, pledge the credit of the Board of Foreign Missions of the Presbyterian Church in the U.S.A., or of its successor, the Commission on Ecumenical Mission and Relations of the United Presbyterian Church in the U.S.A., or of the American Board of Commissioners for Foreign Missions, or its successor, the Department of World Ministries of the United Church of Christ in the U.S.A., and shall not authorize the expenditure of funds beyond the amount held to credit of the Corporation by the Comptroller. The approval of a budget shall not authorize the expenditure of funds except as they maybe received as income, gifts, or contributions to the Corporation.
Section 9. Trust or endowment funds held by the Corporation shall be kept inviolate and used or disposed of only for the purposes of the trust of endowment.
Section 10. All properties donated to or purchased by the Corporation shall be held in the name of the Corporation
ARTICLE III. OFFICERS
Section 1. The officers of the Board of trustees shall be a Chairman and a Vice-Chairman and a Secretary elected from its membership. They shall serve until their successors are duly elected and qualifies. The term of office of the
Section 2. The Chairman shall preside at all meetings of the Board of Trustees and shall perform such other duties as are usually discharged by such officer. In the absence of the Chairman, the Vice-Chairman shall fulfill the functions of the Chairman.
Section 3. (a) The Secretary shall keep the minutes of the meetings of the Board of Trustees and shall be the custodian of the seal and records of the Corporation, except such as are herein entrusted to other officers. He shall also perform such other duties as are usually discharged by the said officers, or as my be assigned to him by the Board of Trustees, the minutes and records of the Corporation ana of the Board of Trustees shall be kept in the City of Dumaguete, and shall be available for inspection by any officer or members of the Board of Trustees or by the President of the University at any reasonable time. (b) The minutes of each session of the Board of Trustees and the members shall be read at the next session and, after amendment and/or correction shall be approved. At the close of the meeting, a copy of the minutes, together with the President's reports, shall be furnished each member of the Board of Trustees.
Section 4. (a) The President of Silliman University shall be elected by the Board of Trustees.
(b) he shall act as executive officer of the University, and shall carry out the duties customary to this position and such other duties as may be assigned to him by the Board of Trustees. (c) At each regular meeting of the Board of Trustees, and the members shall present a written semi-annual report and such ad-interim reports as the Board of Trustees my request of initiate. All members and officers of the Board of Trustees shall be furnished with copies of the semi-annual reports.
ARTICLE IV COMMITTEES
Section 1. The Board of Trustees shall elect an Executive Committee and seven standing committees: Programs and Services Committee, Fiscal and Physical Properties Committee, Human Resources/Organizational Development Committee, Trustee Membership Committee, Legal Committee, Investment Committee and Scholarship Committee.
Section 2. The Executive Committee, to be composed of not more than five persons, with the Chairman and Secretary as automatic members thereof, and one member each from the Trustees representing the Silliman Alumni Association, Inc., United Church of Christ in the Philippines (UCCP), and the Silliman University Foundation, Inc. (SUFI), respectively. No trustee shall be a member of more than two Standing Committees. The actions of the various committees are recommendatory and subject to review and final decision by the Board of Trustees.
Section 3. The Programs and Services Committee will monitor, evaluate, and formulate new directions and guidelines for the instruction, research, and extension functions of the University. It will undertake a regular overall review of the planning and development process of the University.
Section 4. The Fiscal and Physical Properties Committee will monitor, evaluate, formulate new directions and guidelines for the finances, properties and investments of the University. It will also supervise the fund raising activities of the University.
Section 5. The Investment Committee will optimize the earnings of Silliman University investible funds from any and all investment products and instruments without putting the principal in a compromising position, and to develop and deepen the financial relationship between the University, banks and other financial institutions to enhance credit accessibility and other reciprocal business.
Section 6. The Human Resource/Organizational Development Committee will monitor, evaluate, formulate new directions and guidelines for the ranking, promotions, performance and over-all welfare of the Faculty and Staff of Silliman University.
Section 7. The Scholarship Committee shall study, formulate, and recommend to the Board of Trustees, guidelines, policies, rules and regulations for the implementation of the scholarship programs of the University.
Section 8. The Legal Committee in consultation with the University Legal Counsel shall give its comments when so requested by the Board of Trustees or the Administration on legal matters affecting the University arising from court cases filed/or may be filed, actions, activities or transactions participated in or involving the University.
Section 9. The Trustee Membership Committee shall administer the nominations to the Board of Trustees from all constituencies of the Board and shall undertake the orientation of the new Trustees.
Section 10. The Board of Trustees my create Special Committees whenever necessary.
ARTICLE V. MEETINGS
Section 1. There shall be two regular meetings, the first one to be held within the week of Founder's Day in August, and the second which shall be the Annual Meeting of the members of the Corporation and the Board of Trustees, within the last week of March when Commencement exercises shall be held at Silliman University. The regular meetings will be held at Silliman University, Dumaguete City.
Section 2. Special meetings of the Board of Trustees may be called by the Chairman and Vice Chairman, in the absence of the chairman, and shall also be called by him upon written request of the President of the University, or of any two members of the Board of Trustees, Notices of all special meetings shall be sent by the fastest means possible, at least ten days in advance. Special meetings of the Board of Trustees may be held at any place within the Philippines.
ARTICLE VI. SEAL
Section 1. The corporation shall have a seal which shall be circular in shape and shall have inscribed on its face the words: "SILLIMAN UNIVERSITY, DUMAGUETE, PHILIPPINES. VIA VERITAS VITA." Fiscal Year - To start June 1 ending May 31 of the following year .
ARTICLE VII. QUORUM
Section 1. At any regular meeting of the member of the Corporation or Board of Trustees present at any meeting shall be required for adoption of any motion or action upon the business, except that for which the law may require a larger number.
ARTICLES VIII. AMENDMENTS
Section 1. The By-Laws of the Corporation may be amended only in accordance with the provisions of the Corporation Law. It shall require a favorable vote of majority of the members and majority of the members of the Board of Trustees.