CONSTITUTION AND BY-LAWS

of
SANDAWA PRO-ECOLOGY GREAT OUTDOOR (SPEGO)

PREAMBLE

WE, the members of SANDAWA PRO-ECOLOGY GREAT

OUTDOOR herein referred to as the organization, with the
aid of the Divine Providence, unite in order to establish a
highly experienced eco-adventure organization in Region XI
that aims to provide awareness and respond as a dynamic
eco-adventure group always seeking to satisfy the demand
of each member for great outdoor. Uphold the excellence
through discipline and dedication to our goal, do hereby
ordain and promulgate this constitution.

ARTICLE I

NAME AND DOMICILE

Section 1. NAME- The name of this organization shall be the SANDAWA PRO-
ECOLOGY GREAT OUTDOOR or SPEGO.

Section 2. DOMICILE- The domicile of the organization shall be the headquarter

agreed upon by the majority of the members in Davao City.

ARTICLE II

OBJECTIVES AND PURPOSES

Section 1. OBJECTIVES- The objectives of this organization are to make the

public environmentally aware, to promote responsible mountaineering, and those
set forth in its Articles of Incorporation and those generally granted by an
organization under the Corporation Code of the Philippines, and the rules and
regulations thereunder.

Section 2. PURPOSES- The purposes of this organization for which it is

incorporated are:

a. To develop skills in eco-adventure outdoor activities among the members;

b. To promote environmental conservation and preservation;
c. To support in the promotion of eco-tourism by organizing eco-adventure
activities, projects and events;
d. To promote ecology-education in coordination with the local, national and
international agencies concerned;
 e. To promote unity among different eco-adventure outdoor groups, local,
national and international;
f. To establish a corps of qualified members on different outdoor adventure
who believe that exceptional result is achieved through exceptional work;
and
g. To participate in any activities, events and projects through related
environmental-conservation program and eco-adventure.

ARTICLE III

MEMBERSHIP

Section 1. MEMBERSHIP OF THE ORGANIZATION- Membership shall be

opened to all environmentally loving individuals who are responsible for the
conservation and preservation of the environment, and those qualifications set
forth by the Board of Trustees.

Section 2. APPLICATION- The applicant/aspirant shall have the following

guidelines, rules and obligations, to wit:

a. Submit application letter and bio-data with 2x2 photo;

b. Submit latest medical certificate duly certified by a licensed physician;
c. Pass initial screening which may include interviews by panel of the
Membership committee;
d. Willing to undergo series of seminars and trainings on eco-adventure and
must be physically fit; and
e. Willing to commit his loyalty to the organization.

Section 3. DUTIES AND RESPONSIBILITIES OF THE MEMBER- Upon

admission, the member is expected to comply with all the rules and regulations
imposed by the organization. In addition thereto, the member shall:

a. To uphold the constitution and by-laws of the organization;

b. To conform to the Code of Ethics and Principles duly established by the
organization;
c. To promote the objectives and purposes of the organization, the welfare
of its members and the organization movement as a whole;
d. To attend all meetings of the organization;
e. To pay membership dues and other assessments of the organization; and
f. To those duties and responsibilities do a member is obliged and expected
to comply.

Section 4. RIGHTS OF MEMBER- A member shall have the following rights:

a. To exercise the right to vote on all matters relating to the affairs of the
organization;
b. To be eligible to any elective or appointive office of the organization;
c. To participate in all deliberations/meetings of the group;
 d. To avail of all the facilities of the group; and
e. To examine all the records or books of the group during business hours.

ARTICLE IV

MEETINGS

Section 1. ANNUAL MEETING- The General Meeting of the organization shall be

held every 16th day of March of each year at the principal office of the
organization or at any place as the Board of Trustees may designate.

Section 2. POWERS OF THE GENERAL ASSEMBLY- The General Assembly has

the power:

a. To determine and approve amendments/s to the Articles of Incorporation

and/or by- laws;
b. To elect or appoint trustees, officers and committee members and to
remove them for cause;
c. To approve plans and programs of the organization;
d. To exercise all powers expressly provided by law and by-laws requiring
two-thirds (2/3) vote of all the members of the general assembly;
e. To exercise final authority affecting the membership, operation and other
matters of the organization; and
f. To hear and pass upon the reports of the Board of Trustees, officers and
committees.

Section 3. ORDER OF BUSINESS- The Order of Business of the General

Assembly of the organization shall be as follows:

a. Call to order;
b. Opening Prayer;
c. Roll Call;
d. Proof of due notice;
e. Reading and approval of the minutes of the previous annual meeting;
f. Consideration or report of the officers, board of Trustees and Committees;
g. Unfinished business;
h. Election of Board of Trustees, Officers and Committees;
i. New business;
j. Other matters; and
k. Adjournment.

The order of business at any time during the meeting may be changed by a
vote of a majority of the members present.

Section 4. VOTING PROXY- Each member shall be entitled to one vote, and he
may vote either in person or by proxy which shall be in writing and filed with the
Secretary of the organization prior to the scheduled meeting.
Section 5. REGULAR MEETING- Regular meeting of members may be called
upon every last Sunday of the month.

Section 6. SPECIAL MEETING- Special meeting of the members shall be called

as the need thereof arises, by the Board of Trustees or the President or upon
petition of one-third (1/3) of the general membership.

Section 7. NOTICES- Notices of the time and place of annual, regular and
special meeting of the members shall be given either personally or by special
delivery mail, at least seven (7) days prior to the date set for such meeting. The
notice shall state briefly the purpose/s of the said meeting.

Section 8. QUORUM- A quorum for any meeting shall consist of a majority of the
members and a majority of such quorum may decide any question at the
meeting, except those matters where the Corporation Code requires the
affirmative vote of a greater proportion.

Section 9. WAIVER OF NOTICE- Notice of meeting may be waived expressly by

any member in person or by proxy attending it.

ARTICLE V

BOARD OF TRUSTEES

Section 1. BOARD OF TRUSTEES- The corporate powers of the organization

shall be exercised, its business conducted and property controlled, by the Board of
Trustees.

Section 2. COMPOSITION- The Board of Trustees shall be composed of ___

members, who shall be elected by secret ballot by the members at the annual
assembly.

Section 3. TERM OF OFFICE- The Trustees shall hold office for two (2) years
unless earlier removed for caused, or have resigned or become incapacitated due
to illness or death, and until their successors have been elected, qualified and
have discharged the duties of the office. Provided, no trustees shall serve for more
than three (3) consecutive terms.

Section 4. POWERS AND DUTIES OF THE BOARD- The Board, as a body, have
general supervision and control of the officers of the organization. It shall
prescribed policies consistent with law, by-laws and resolutions of the general
assembly for the management of its business and guidance of its members and
officers. It shall likewise determine the adequacy of the bonds of accountable
officers to ensure faithful performance of duties and responsibilities.

Section 5. QUALIFICATIONS AND DISQUALIFICATIONS- All members, of legal

age and who have the time and the willingness to serve, are qualified to be voted
as trustees, except those who are under any of the following grounds:
 a. Conviction by final judgment of an offense punishable by imprisonment
for a period exceeding six (6) years;
b. Violation of the Corporation Code of the Philippines committed within five
(5) years to the date of his election or appointment;
c. Having been absent for three (3) consecutive annual meetings without
being excused; or
d. Having been disqualified pursuant to disqualifications prescribed by law
and those imposed by the Board of Trustees.

Section 6. MEETING- Regular meeting of the members of the Board shall be

once a month.

Special meeting may be called upon by a majority of the Trustees. The call
for a special meeting shall be addressed and delivered to the Secretary stating
the fate, time and place of such meeting and the matter to be acted upon. Notice
of regular and special meetings of the Board, unless dispensed with, shall be
served by the Secretary in writing to each trustee at least seven (7) days before
such meeting.

Section 7. QUORUM- Majority of the total number of the Board shall constitute a
quorum. A majority vote of the quorum duly assembled in a meeting shall be a
valid corporate act.

Section 8. REMOVAL- Any elected trustee my be removed from office by a vote

of two-thirds (2/3) of the voting members present and constituting a quorum in a
regular or special general assembly called for the purpose after having been
given the opportunity to be heard at the said assembly.

ARTICLE VI

COMMITTEES

Section 1. WAYS AND MEANS COMMITTEE- The Committee shall be

responsible for sourcing out finances for the organization.

Section 2. ELECTION COMMITTEE- The Committee shall be composed of three

(3) members elected/appointed by the President. They shall elect among
themselves their Chairman and Secretary. No member of the committee shall
serve in the Board of Trustees or in any other elective Committees.

The Committee shall have the following functions:

a. Promulgate rules and regulations in the conduct of election;

b. Pass upon the qualifications and disqualifications of candidates;
c. Supervise the conduct of election and certify in writing the returns to the
Presiding Officer, who shall proclaim the winning candidates;
 d. Facilitate and deliberate questions related to election; and
e. Responsible for the promulgation of the election code.

Section 3. TRAINING AND EDUCATION COMMITTEE- The Committee shall be

composed of such member as nay be determined and appointed by the president.
It is headed by a Training Director who is responsible in planning and
implementing promotional; and educational activities of the group.

The Committee shall have the following functions:

a. Handle and conduct the training and education on eco-adventure for the
members, as well as to the applicants/aspirants of the organization;
b. Update the members of the group on the latest techniques and
information on eco-adventure.

Section 4. SPECIAL PROJECT COMMITTEE- The Committee shall be responsible

on the creation of projects and activities beneficial to the group. Likewise, it is the
front line in every special events, projects, activities and the like pf the
organization.

Section 5. MEMBERSHIP COMMITTEE- The Committee shall be tasked of the

conduct of application and screening of applicants/aspirants.

The Committee shall have the following functions:

a. Responsible for the promulgation of membership code vis-a-vis with the

Board of Trustees;
b. Conduct school-based campaign for recruitment of new members; and
c. Conduct information drive vis-a-vis with the Public Information Officer for
the facilitation of the group's promotional activities.

Section 6. COMMITTEE ON INTERNATIONAL AFFAIRS- The Committee shall

be responsible in all information, activities and membership extension
internationally.

Section 7. OTHER COMMITTEE- Other Committee may be created and their

powers/functions defined by the Board of trustees as the operations of the group
may require. Said Committee/s shall assist the Board and the Officers in the
implementation of the organization's pro-ecology adventures and environmental
conservation and preservation efforts.

Section 8. TERM OF OFFICE- The Committee shall be appointed at the annual

general assembly for a term of two (2) years or until their successors are
appointed and qualified. They can be subjected for reappointment at the
discretion of the appointing authority.

ARTICLE VII
 OFFICERS AND ITS FUNCTIONS

Section 1. OFFICERS- The Officers of the organization shall be a President, Vice-

President each for Internal and External, Secretary, Treasurer, Auditor, Public
Relation/Information Officer and Business Manager. They shall be elected by the
members of the organization.

Section 2. PRESIDENT- The President shall be the Chief Executive Officer of the
organization. As such, shall exercise all powers and duties regularly and
customarily attached to his office.

He shall exercise the following functions:

a. To execute all resolutions of the Board of Trustees;

b. To be charged with directing and overseeing the activities of the group;
c. To preside in all meetings and other official gatherings of the group;
d. To exercise the administrative function of the group and as such, shall
supervise directly and decide an administrative cases upon the
recommendation by the Board of Trustees;
e. To render annual accomplishment report on all activities concerning the
group to the general assembly; and
f. To exercise such power and perform such duties and functions incidental
to his office.

Section 3. VICE-PRESIDENT- (a) The Vice-President for Internal shall take

chairmanship and other internal duties and functions assigned to him by the
President.

(b) The Vice-President for External shall adhere to the Internal Vice-President
in the absence of the President. He shall represent the organization in lieu of the
President in all activities outside the organization.

Section 4. SECRETARY- The Secretary shall maintain and keep the records of all
pertinent documents.

He shall have the following specific functions and duties:

a. To record the minutes of the meeting of the organization and to maintain

the books of the group in the form and manner required by law;
b. To keep the organization's seal and affix to all papers and documents
requiring such, and to attend his signature to all documents requiring the same;
c. To attend to all the serving of notices of the organization;
d. To act as the inspector at the election of Trustees and to validate the
existence of the quorum;
e. To assign the exercise or function of any of the foregoing duties and
functions top other or any person subject always on his supervision and
control; and
f. To perform such power and duties incidental to his office or as may be
 assign to him by the President or Board of Trustees.

Section 5. TREASURER- The Treasurer shall be the custodian of the funds and
other financial transactions of the organization.

He shall have the following specific duties and responsibilities:

a. In-charge on all fund raising activities;

b. Keep full and accurate account of receipts and disbursements in books of
the organization;
c. Deposit in the name of the organization and to credit in such bank as may
be designated from time to time of the Board of Trustees, all the funds and
similar valuable effects belonging to the group which may come under his
control;
d. Render monthly and annual statement showing the financial condition
and such other financial reports as the Board or the President may from
time to time required;
e. Prepare such financial reports, statements, verifications and other
documents which from time to time be required by government rules and
regulations and to submit the same to government agencies; and
f. Exercise such powers and perform such duties and functions as may be
assigned to him by the President.

Section 6. AUDITOR- The Auditor shall be in-charged of auditing funds and

business transactions of the organization internally and externally. And shall
exercise such powers and perform such duties as may be assigned to him by the
President.

Section 7. PUBLIC RELATION/INFORMATION OFFICER- He shall be

responsible for generating awareness to the public in pro-ecology and related
matters in line with the aims and objectives of the group. As such, he shall be in-
charged for the facilitation of press or media releases, feature write-ups and
articles on pro-ecology for publication. And shall exercise such powers and
perform such duties as may be assigned to him by the President.

Section 8. BUSINESS MANAGER- He shall be in-charged of all business

transactions of the organization. And shall perform other duties and functions as
may be assigned to him by the President.

Section 9. TERM OF OFFICE- All officers shall hold office for two (2) years and
until their successors are duly elected and qualified.

Section 10. VACANCIES- In any vacancy in any office shall be filled in by

majority vote of the members present and constituting a quorum in a regular or
special meeting called for the purpose.

ARTICLE VIII
 SUSPENSION AND TERMINATION

Section 1. SUSPENSION AND TERMINATION- Suspension and termination of

membership shall be in accordance with the rules and regulations to be
determined by the Board of Trustees of the organization.

Section 2. SUSPENSION- Suspension guidelines shall be provided through a

joint effort by the Board of Trustees and the Officers of the organization.

Section 3. TERMINATION- Membership in the organization may be terminated

either by withdrawal or expulsion. Death of a member shall be considered an
automatic termination of the membership.

Section 4. WITHDRAWAL- Any member desiring to terminate his membership

by withdrawal shall be given thirty (30) days notice to the Board of Trustees.
Provided, no member shall be allowed to withdraw or terminate his membership
during any period in which he has any pending obligations with the organization.

Section 3. EXPULSION- A member may be terminated by a vote of the majority

of all the members of the Board of Trustees and Officers for any of the following
causes:

a. When a member has continuously failed to comply with his obligations;

b. When a member has acted in violation of the by-laws and the rules of the
organization; and
c. For any act or omission injurious or prejudicial to the interest of the
welfare of the organization.

Section 2. FILING OF COMPLAINT- Any member of the organization may file

charges against a member by filing a written complaint with the Secretary of the
organization. The Board of Trustees shall call a special meeting to consider the
charges. The affirmative vote of all the trustees shall be necessary to suspend a
member. Provided, that where the penalty is expulsion, the affirmative vote of
majority of all members of the organization shall be necessary.

ARTICLE IX

CORPORATE SEAL

Section 1. SEAL- The seal of the organization shall be in such form and design
as may be determined by the Officers and members.

ARTICLE X

FUNDS

Section 1. FUNDS- The funds of the organization shall be derived from admission
fees, monthly dues and special assessments of members, gifts or donations.

Section 2. DISBURSEMENTS- Withdrawal from the funds of the organization,

whether by check or any other instrument shall be signed by the Treasurer and
countersigned by the President. If necessary, the Board of Trustees may designate
other signatories.

Section 3. FISCAL YEAR- The fiscal year of the organization shall commence
from January 1st to December 31st of each year.

ARTICLE XI

AMENDMENTS

Section 1. AMENDMENTS- These by-laws, or any provision hereof, may be

amended or repealed by a majority vote of the members at any regular or special
meeting duly held for the purpose.

Adopted this ____ day of ________________, 200_ in Davao City by the

affirmative vote of the undersigned members representing a majority of the
members of the organization in a special meeting duly held for the purpose.