PHILIPPINE AMERICAN SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS

(PASCPA)
CONSTITUTION AND BY~LA WS
(AS AMENDED)

Original adoption:

July 14, 1986

Chairperson ~ Cornelio V. Aran

Previous Amendments:

May 14, 1988

May 24,1988
September 29,1988
July 1, 1992

Current Amendments:

July 13,2000
By~Laws Committee:
- Danny B. Reyes, Chairperson
- Crispin Lozano
~ Angel Dayan
- ~epeAnis

PHILIPPINE AMERICAN SOCIETY OF CERTIFIED PUBLICCCOUNTANTS

(PASCPA)

CONSTITUTION AND BY-LA WS

(AS AMENDED)

ARTICLE I - NAME AND LoeAnON OF OFFICE

Section 1. The name of this organization shall be the Philippine American Society of
Certified Public Accountants (PAS CPA) hereinafter called the Society.
Section 2. The principal office of the Society shall be at such address as may from time
to time be designated by the Board of Directors (BOD).

ARTICLE II - OBJECTIVES
Section I,. This Society is established to advance the profession of accountancy in the
State of Ca1ifomia and the United States (for) (sic) with the following objectives:
a, To promote and maintain high professional standards for Philippine American
Certified Public Accountants;
b.. To encourage and provide continuing professional education to the accounting
profession;
c. To foster cordial and harmonious relationships among members of the Society and
the community; and
d. To enhance the professional advancement of members.

e. To promote public awareness and confidence in the integrity, objectivity,

competence and professionalism ofPbilippine American CPA's.
ARTICLE III - MEMBERSHIP

Section 1. Qualifications. Except as provided in Section 4and 6 of this Article,

membership shall be open only to Pilipino-Americans who were granted valid a certificate
by the Board of Accountancy (or equivalent governing board) of the Republic of the
Philippines or of any state of the United States, entitling them to practice as certified public
accountants at the time these certificates were issued.
The Board at its discretion may, from time to time, request proof of the reliability of
information as provided by the member or applicant on hislher application for
membership or verify by whatever means the Board sees appropriate the veracity of such
information. Any deliberate intent by the applicant or member to supply false information
as it may materially affect the qualification of tbe applicant or member may result to non
acceptance or termination of membership.

Section 2. Classification of Members. Membership in the Society shall be classified

into active, honorary, life, associate, and student.
Section 3. Active Members. Active members of the Society shall be of PILIPINO
descent or heritage.
Section 4. Honorary Members. Honorary membership may be conferred by two-thirds
vote of the Board of Directors to any individual who has excel1ed in hislher chosen profession or
has perfOlmed outstanding contribution to the Society or to the accounting profession.
HonoraIY members cannot vote or be elected into any position of the Society.
Section 5.. Life Members. Active members, upon application and two-thirds vote of
approval by the Board of Directors, may become life members of the Society. They are exempt
from payment ofannual dues and continue to enjoy the rights and privileges of active members.
Section 6.. Associate Members. Persons who are members in good standing of the
Filipino Accountants Association, Los Angeles Chapter (FAA); Filipino Accountants of
Southern California (F ASC) and the Philippine Institute of Certified Public Accountants,
Southern California (PICPA) as of the (ORlGINAL) adoption date (of JULY 14, 1986) ofthis
Constitution and By-Laws, who do not otherwise meet the qualifications for membership shall be
admitted as associate members of the Society.
Associate members will also include persons who work as an accountant or have
taken or are currently taking the CPA board examination.
They will also include persons who have majored in other fields of business other
than accounting, sucll as economics, management services, marketing, finance, taxation,
computer science, etc. They will also include persons presently engaged in financial
services like insurance, financial planning, sales of securities, estate planning, tax planning,
etc.
Associate membership can also be extended to other non-Pilipino CPA's who are,
nevertheless, interested in joining the Society. IT~e So':i~ty sees)b~ as anpPlJortul!.ity to
rwel~~me id~aso\oth~Ffi'o\n-P~lipinos in the prQJ~s~ion'; thu&,j)roaden!!!g'its horizon
\pr.pfessiona1Iy ana-culturany~'
Section 7. Student members. Students who are currently enrolled in an accredited
United States or Philippine college or university, are majoring in accounting or are in the
process of earning the minimum units in accounting to qualify him or her for the CPA
board examination.
ARTICLE IV - TERMINATION OF MEMBERSHIP
Section 1. Resignation or WithdrawaL Any member may resign or withdraw from
membership in the Society by notice in writing, signed and dated

Resignation or withdrawal from the Society will not free the member from any
obligation, accountability or liability that may result from actions taken by the individual
(individually or in conspiracy with other members) for or on behalf of the Society while he
or she was still a member of the Society.
Section 2. Failure to Pay Dues or other Accounts. Any member whose dues or other
accounts remain unpaid 60 days after date of payment notice from the Treasurer, President
or any other authorized member of the BOD, shall be removed from ttie list of current
members with written notice to the member whose name was removed, to that effect.
Termination of membership, however, shall not free said member from any of hislher
previous obligations or accountability to the Society.
Upon payment of dues in arrears the member may, by two-thirds vote of the Board of
Directors voting by voice vote individually or in a quorum. be restored to prior bonafide status.
Section), CPA Certificate Revocation/Suspension. The revocation by any Board of
Accountancy of the member's CPA certificate shall, ipso facto, terminate/suspend hislher
membership.
Section 4. Membership in the Society should also be terminated without a hearing
should there be filed with the Recording Secretary of the Society a judgment of conviction
imposed upon any member fol' a crime defined as a felony or its equivalent.

Section 5. Membership shall also be terminated, by two-thirds vote of the BOD

present meeting in a quorum, upon proof or evidence of falsity of information submitted by
the member on his or her application for membership, that may have a material effect on
the member's qualifications according to the sta.ndards established by the Society.
ARTICLE V - DUES

Section 1. The annual non-refundable dues for each class of members, shall be set
each year by the Board at an amount it sees proper and reasonable, at least sixty (60) days
before tbe beginning of each fiscal year. The dues shall be due on July 1st of each year.
Section 2. New members, for his/her first year of membership, shall pay 50% of the
full year's dues if he/she becomes a member after December 31 st of the current fiscal year.
The BOD, upon recommendation from the Membership Committee, may accept a less
proportionate amount for individuals becoming a member after December 31st of the
current fiscal year.
Section 3. Life members shall pay, with their application, a one-time fee of $500,

which may also be changed by the Board of Directors.

ARTICLE VI - MEETING OF MEMBERS

Section 1. Annual Meeting. The annual meeting shall be held on the first

Saturday of Mayor at a later date but not later than the third Saturday of June of the

current year. Both the time and place of the meeting shall be designated or approved by
the Board of Directors..
Section 2. Special Meetings. Special meetings may be called at any time by majority
of the Board of Directors or upon written request of not less than ten per cent of.active members
but not less than fifteen (15) members of the Society in good standing. At the special meeting,
no business shall be transacted except that specified in the call thereof
Section 3. Quorum. At any members' meeting ofthe Society, the presence of
10% of the membership in good standing but not less than fifteen (15) members shall
constitute a quorum.
Section 4. Notice of Meetings, Notice of all meetings shall be sent to each member at
hislher last recorded address at least ten (10) days in advance ofsuch meeting.

ARTICLE VII -

ELECTION, TERM AND DUTIES OF DIRECTORS

Section 1. Election. The members, at their annual meeting and in good standing
as of April 15 (which may be changed by the Committee on Elections) of the current fiscal
year, shall elect the members to the Board of Directors. Such annual meeting shall be
held not later than the third (3 rd) Saturday of June of each year. Candidates must be
members in good standing for at least one full year. Only Active (and Life Members) can
vote. Voting shall be made in person. The Committee on Elections may impose other
requirements for candidacy, collect filing fees, circularize tbe names and qualifications of
candidates and conduct an orderly election of tbe members of the Board of Directors.
Section 2. Duties. The Board of Directors shall have control and direction over the

affairs of the Society, shall determine its policies or changes therein, shall actively pursue the

purposes of the Society and shall establish programs to be implemented by the President. The

Board may adopt rules and regulations for the conduct of its business as shall be deemed

advisable and may, in the execution of its powers, grant and appoint agents as it may consider

necessary. Only Active and Life members can be a member of the Board of Directors.

Section 3. Term, Initially, there shall be nine (9) members of the Board of Directors
composed of three (3) authorized representatives from each unifying accounting organization
(See Art, III, Sec, 6) whose term of office will expire after the first annual meeting and elections
are held. At the first annual meeting, twelve (12) members to the Board of Directors shall be
elected whose term of office are: 2 years for six (6) directors with highest number of votes and 1
year for the remaining six (6) directors. In subsequent years, all directors shall serve a 2-year
term ofoffice beginning July 1. Any director shall be eligible for reelection, however, no
director shall hold office for more than two (2) consecutive terms. The number of directors
in the Board may be changed by a two-thirds vote of the Board. Directors shall perform their
duties and continue to do so until their successors are duly elected and qualified or unless they
resign, are removed or are otherwise unable to serve their unexpired term.
Section 3 was amended to "increase the number of Board members from twelve (12) to
fifteen (15) so that in the next elections nine (9) new Board members will be elected and that the
eight (8) elected with highest number of votes will serve for two years and the ninth elected will
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serve for one year only!'

Approved by the Board on April 28, 1988, and ratified by the general membership on
May 14, 1988.

(HENCEFORTH, A SET OF SEVEN (7) SERVES FOR TWO YEARS AND

ANOTHER SET OF EIGI-IT (8) ALSO SERVES FOR TWO YEARS, BUT NOT

CONCURRENTLY)
Section 4. Meetings. The Board of Directors shall have a regular meeting every
three (3) months at a date, time and place duly designated by the Executive Vice President,
in coordination with the President. Notice of all meetings shall be sent to each member of
the Board at his/her last recorded address at least ten (10) days in advance of such meeting.
Special meetings may be called as specifically provided for in this constitution and By-laws,
or as the Board may deem appropriate.
Section 5. Quorum. Simple majority of the Board shall constitute a quorum at
any meeting of the Board.
(a.) Except as otherwise provided in these By-laws, no business shall be considered
by the Board at any meeting unless a quorum, as defined above, is present, and the only
motion which the Chairperson shall entertain at such meeting is a motion to adjourn
and/or to fix another date for the adjourned meeting.
(b.) The directors present at a duly called and held meeting at which a quorum is
initially present may continue to do business notwithstanding the loss of a quorum at the
meeting due to a withdrawal of directors from the meeting, provided that any action
thereafter taken must be approved by at least a majority of the required quorum for such
meeting.
(c.) Any action required or permitted to be taken by the Board of Directors under
any provision of these By-Laws may be taken without a meeting, if all members of the
Board shall individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the Board. Such
action by written consent shall have the same force and effect as the unanimous vote of the
directors.
Section 6. Absence. Any member of the Board of Directors unable to attend a
meeting shall notify the Secretary or President of the reason for his/her absence. If a
director is absent for three consecutive meetings for reasons which the Board deems
unjustifiable, the member may be considered having resigned hislher position in the Board
of Directors. The Board shall then inform the offending member, in writing, of the Board's
action and proceed with the replacement of the member in accordance with the procedures
established in the by-laws.
Section 7. Compensation. Directors shall not receive any compensation for their
services but may be reimbursed for expenses incurTed in the performance of their duties. The
Board of Directors shall promulgate procedures for approval and payment of such expenses by
the Treasurer of the Society.

Section 8. Resignation. Any director may resign, at any time, by giving a written
and dated notice to the Secretary or President. Such resignation shall take effect on the
date specified in the notice or, if no date is specified, on the date given to tbe Secretary or
President.

Resignation from the Board will not free the member from any obligation,
accountability or liability that may result from actions taken by the individual (individually
or in conspiracy with otber members) for or on behalf of tbe Society wbile he or sbe was
still a member of the Board.
Section 9. Vacancies. Any vacancy in the Board shall be filled by the Board of
Directors within 30 days after the occurrence of such vacancy, in a meeting called for that
purpose, for the remaining term of the member. The Board may create a committee for
that purpose and duly act on tbe committee's recommendation.
Section 10. Non-liability of Directors. No director shall be personally liable for
debts, liabilities, or other obligations of the Society, unless such debts, liabilities or other
obligations resulted from the director's acting maliciously, fraudulently, or in excess of
his/her authority.
ARTICLE VIII - OFFICERS

Section 1. General. The officers of this association shall be as follows:

President
Executive Vice President
Three (.3) Vice Presidents
For membership
For Community Affairs
For Continuing Education
Treasurer
Secretary
Press Relation Officer
Auditor
These officers shall be elected annually by the Board of Directors from among its
members. Candidates for vice presidents who garner the three highest votes shall be
elected. The President elect shall, then, appoint from the elected vice presidents the Vice
President for Membership, Vice President for Community Affairs and Vice President for
Continuing Education. Election shall be by a written ballot and a simple majority of the
votes cast shall elect the officers.
Section 2. President. The President shall be the principal officer and chief executive of
the Society, shall preside at Board and membership meetings~ and represent the Society in the
NCPACA, community functions and professional organizations. The President shall act as
the spokesman for the Society and shall have full responsibility for the execution of the
policies and programs of the Society. Foremost, helshe shall be the prime mover for
attaining the Society's objectives as stated in Article II oftbis constitution and By-Laws.
At the beginning or his/her term, at the first meeting of the Board, he/she shall submit to
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the Board a brief written plan of action, which shall include the goals and objectives that
he/she envisions for the Society to attain during hislher term. Within 60 days, after the
end of hislher term, the President shall submit to the Board a written report as to the State
of the Society's Affair. This report shall include the financial report as discussed in Article
XIII, Section 4 of these By-Laws. The President may be conferred other du.ties as are
necessarily incident to the office or as may be prescribed by the Board of Directors.
Section 3. Executive Vice President. The Executive Vice President shall perform
the duties of the President in the latter's absence and other functions as the President may
assign herlhim to do. In cooperation with the President and Secretary, he/she shall be
responsible for designating the time, date and place of the Board's meetings. Subject to the
approval of the BOD, the Executive Vice President shall also be responsible for designating
the date, time, and place (in accordance with the provisions of these By-Laws) of the annual
general membership's meeting for the purpose of holding the annual election of the
members ofthe Society's Board of Directors.
Section 4. Vice President - Membership. He/She shall be responsible for recruiting
new members to the Society and setting the standards for qualifications of members with
the concurrence of the Board. The Vice President - Membership shall also be responsible
for evaluating a prospective member's application (for membership) and approving tbe
same. He/She shall also be responsible for harmonious relationship between the members
and the Society to ensure that members feel the organization is responsive to their needs
and demands. He/She shall be the chairperson of the Membership Committee. In the
absence of the President or Executive Vice President, the Vice President for Membership
shall preside over the membership and ~BOD meetings.
Section 5. Vice President - Community Relations. In concurrence with the
President, he/she shall represent the Society in civic and professional organizations, sball
provide continuing relations on behalf of the Society with government officials and
agencies, news media (in cooperation with the Press Relation Officer), various professional
organizations, and the community at large to enhance the image of the Pilipino as a CPA
and the accounting profession, in general.
Section 6. Vice President - Continuing Education. The Vice President for
Continuing Education shall be responsible for scheduling the Continuing Professional
Education seminars for the members ofthe Society. He/She sball be the chairperson ofthc
CPE Committee. He/She shall be responsible for disseminating the CPE schedule to
members and to other persons or members of other accounting associations that may be
interested in attending the Society's CPE seminars. In cooperation with the Vice-President
for Membership, he/she sllall be responsive to the needs of the members for quality CPE.
Section 7. Treasurer. The Treasurer shall be the custodian of all funds and
properties of the Society. He/She shall keep the books of accounts and shall make written
annual report of the Society's financial condition and results of activities. He/she shall be
responsible for preparing and submitting the Society's tax returns to both the Internal
Revenue Service and Franchise Tax Board. The Treasurer shall also be responsible for
preparing and submitting other reports or information to other government agencies, like
the Secretary of State and Attorney General's Office..

Section 8. Secretary. The Secretary shall be responsible for keeping records of

matters pertaining to the Board of Directors, minutes of meetings including member's
meetings, sending out timely notices of meetings and such other matters as may be
delegated by the Board.
The Secretary shall also be responsible for all other matters affecting the Society
including the membership roll, maintenance of a good filing system for the Society and
such other matters as may be delegated by the President.
Section 9. Press Relation Officer. The Press Relation Officer shall establish cordial
relationship with the newspapers and other media in order to facilitate dissemination of
information about the Society. With concurrence from the President and Vice President
for Community Affairs, the PRO shall write and submit to the newspapers and other
media press releases about the affairs and activities of the Society. Also, in collaboration
with the President and Vice President for Community Affairs, represent the Society in
various organizations.
Section 10. Auditor. The Auditor shall examine, as helshe sees appropriate and
necessary, the books and records of the Society at any time after giving notice, of not less
than 30 days, to the President and Treasurer. The auditor shall have the authority to
request from the President and Treasurer any and all records of the Society for the
purpose of making such examination (or annual review of the financial statements of the
Society, as discussed below).
The auditor shall also prepare a review report to accompany the annual financial
report submitted by the President and Treasurer, covering the fiscal period in which helshe
held the position of the Auditor.
ARTICLE IX - COMMITTEES
Section 1. General. The President, subject to the approval of the Board of Directors,
shall appoint a chairperson of such standing/special committees as may be required by the By
Laws or of any committee as may be necessarily created by the Board. The appointees are
empowered to constitute hislher committee to ensure success of its objectives,
Section 2. Standing Committees. There shall be the following standing committees, as
reconstituted by the Planning Committee Board on September 17, 1988:
a.
b.
c..
d.
e.
t
g.
h.
I,

J.

Awards & Scholarships

Business Services
Career Development & Placement
Elections
Fellowship & Sports
Finance/Ways & Means
Meetings & Conventions
Membership
Planning
Professional DevelopmentlCPE
9

k..
L

Public Affairs/Government Regulations

PublicationslNewsletter

The Board may create other committees as it deems appropriate.

Section 3.. Committee Composition.. A committee shall consist of not less than tluee
members with a chairperson.
Section 4. Committee Meetings. Regular meetings shall be held as considered
necessary by the respective chairperson.. Notices of such meetings shall be made to each
committee member at least ten (10) days in advance of such notice. Each committee shall keep
records of its meetings and be required, periodically, to report to the Board the results of such
meetings.
Section 5. A Committee Reports. All committees shall be required to put into writing
their plans of activities for the oncoming year. All committees shaH also be required to
report, periodically, to the Board their actual activities.

ARTICLE X - ADVISORY BOARD

There shall be an advisory board consisting of immediate past presidents of the Society
so long as they remain an active member, as defined in these By-Laws. The Society shall lean
heavily on their experience, leadership and enthusiasm.

Section 2. Members of the Advisory Board can take part in any Board or committee
meeting, but they can not vote on any matter being discussed or voted upon by the BOD or
committee. They can only advise and give points of clarification. Their advice shall be
given due consideration.
Section 3. The Advisory Board shall choose, among the its members, its chairperson
and secretary.

ARTICLE XI - NCPACA
Section 1. Participation. The Society, in order to promote the professional
development of its members, promote the cordial relationship ofPilipino accountants in
America and Canada and to promote the accounting profession in general, shall be a
member of the National Council of Philippine American and Canadian Accountants. The
Society shall encourage the participation of its members in the annual NCP ACA
convention.
Section 2. Delegation to the NCPACA convention. For the purpose of voting on
matters brought before the Council, the Society's voting delegates shall be drawn from the
Society's members and officers as follows:
a. Four (4) from the current set of officers

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b. Three (3) from the active members, current Board members (other than
the officers) and members of the Advisory Board.
The selection of the above delegates shall be made by the Board of Directors. The Board of
Directors shall also choose alternate delegates. In any case, if none or fewer than four (4)
ofthe current set officers are or shall be available, the rest or all ofthe delegates shall be
chosen from (b.) above.

ARTICLE XII - PIepA

Section 1. The Society shall establish cordial relationship with the Philippine
Institute of Certified Public Accountants.
Section 2. Scholarship grants to students of accounting studying in the Philippines
may be coordinated with PICPA.
ARTICLE XIII - MISCELLANEOUS

Section 1. Fiscal Year. The fiscal year' of the Society shan begin July 1st and end on
June 30th ofeach year.
Section 2. Seal. The Society shall have a seal of such design as the Board of Directors
may adopt
Section 3.. Rules of Order. For purposes of parliamentary procedures and conduct of

meetings, the Robert's Rules of Order, Revised shall be foHowed,

Section 4. Financial Reports.

(a.) Annual Report - The immediate past President and Treasurer shall submit to
the Board an annual statement of financial position and statement of activities,
accompanied by a review report signed by the Society's auditor, covering the
immediate past fiscal year (July 1 to June 30), within 60 days after the end of the
fiscal year.
(b.) Semi-annual Report" The current President and Treasurer shall submit to the
Board a semi-annual statement of financial position and statement of activities
covering the period July 1 to December 31 of the current fiscal year, within 90 days
after December .31.
The Board shall review and approve such financial reports. Upon acceptance and

approval of the financial statements tbe Board, then, shall disseminate such reports to all

members of the Society.

Section 5,. Endorsements. No individual member or group of members shall have the
authority to endorse or recommend any product, service or person in the name of the Society
without prior written consent of the Board of Directors.

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(a.) Annual Report - The immediate past President and Treasurer shall submit to
the Board an annual statement of financial position and statement of activities,
accompanied by a review report signed by the Society's auditor, covering the
immediate past fiscal year (July 1 to June 30), within 60 days after the end of the
fiscal year.
(b.) Semi-annual Report - The current President and Treasurer: shall submit to the
Board a semi-annual statement of financial position and statement of activities
covering the period July 1 to December 31 of the current fiscal year, within 90 days
after December .31.
The Board shall review and approve such financial reports. Upon acceptance and
approval of the financial statements the Board, then, shall disseminate such reports to aU
members of the Society.
Section 5.. Endorsements. No individual member or group of members shall have the
authority to endorse or recommend any product, service or person in the name of the Society
without prior written consent of the Board of Directors.
Section 6. Interpretation. The Board of Directors shall decide all questions of
interpretation of rules regarding the Society.
Section 7. Dissolution. In the unlikely event that the Society is dissolved by three
fourths votes of members in good standing in a meeting duly caned, any funds remaining shall be
donated to an educational) scientific or philanthropic organization to be selected by the Board of
Directors.

Section 8. Amendments. These By-Laws may be amended, repealed or altered in

whole or in part, except as specifically provided herein, by a majority vote of active
members present, but not less than 15 (fifteen) at a meeting duly called for the purpose of
amending these By-Laws.

Approved by the Board of Directors of the Philippine American Society of Certified Public
Accountants (PASCPA) in a meeting called for the purpose, in which a quorum was
present, at Max's Restaurant in Glendale, California this 5111 day of July 2000.

Van DiS'choso, President

Santiago B..

Danny B. Reyes, Chai erson

Committee on By-Laws

Gene Anis, Member

Committee on By-Laws
12

billo, Director

~
~
Angel Dayan, Member

ozano, Member
ee on By-Laws

!l

Committee on By-Laws

~~~/

!~-/+-----

Vic Chin

irector

Va) Creus, Director

~~

~~

Max Denuna, Director

NOTE: THESE AMENDED BYwLAWS WERE APPROVED BY A MAJORITY VOTE

OF ACTIVE MEMBERS PRESENT, BUT NOT LESS THAN FIFTEEN (15), IN A
MEETING DULY CALLED FOR THE PURPOSE ON THE l3 lh DAY OF JULY 2000 AT
THE BEVERLY HILLS COUNTRY CLUB, BEVERLY HILLS, CALIFORNIA.

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