AMENDED BY-LAWS

AMENDED BY-LAWS OF THE
PHILIPPINE INSTITUTE OF CONSTRUCTION ARBITRATORS AND MEDIATORS, INC. (PICAM)
“AS AMENDED ON APRIL 7, 2006”

ARTICLE I – NAME AND OFFICE

Section 1 – The Association shall be known as the PHILIPPINE INSTITUTE OF CONSTRUCTION ARBITRATORS AND MEDIATORS, INC. (PICAM). “AS AMENDED ON APRIL 7, 2006”

Section 2 – The Association shall have its principal office in Metro Manila, Philippines and shall exist under and in accordance with the laws of the Republic of the Philippines.

ARTICLE II – OBJECTIVES

Section 1 – To promote and sustain the development of Construction Arbitration and to pursue the various purposes embodied in the Articles of Incorporation.

Section 2 – To share experiences carried in confidence and trust and to maintain a Data Bank and Technical Resources for the broadening of the perspective and perception of arbitrators.

Section 3 – To adopt a Code of Ethics for arbitrators to guide them and keep them posted in the performance of their duties.

Section 4 – To conduct seminars, symposia or workshops as shall be necessary for the continued upgrading of the members.

ARTICLE III – MEMBERSHIP

Section 1 – THE FOLLOWING ARE CATEGORIES OF MEMBERSHIP

Charter members – THOSE WHO ARE INCORPORATORS OF THE PHILIPPINE INSTITUTE OF CONSTRUCTION ARBITRATORS AND MEDIATORS, INC.
Regular members – THOSE WHO HAVE BEEN ACCREDITED AS CONSTRUCTION ARBITRATORS AND/OR MEDIATORS BY THE CONSTRUCTION INDUSTRY ARBITRATION COMMISSION (CIAC). “AS AMENDED ON AUGUST 12, 2005” “AS AMENDED ON JUNE 22, 2012”
Members Emeritus – THOSE REGULAR MEMBERS RECOGNIZED TO HAVE MADE SIGNIFICANT CONTRIBUTION TO THE PRACTICE OF CONSTRUCTION ARBITRATION AND/OR MEDIATION AND TO PICAM AND EXEMPTED BY THE BOARD OF TRUSTEES FROM THE DUTIES AND OBLIGATIONS OF REGULAR MEMBERS. “AS AMENDED ON JUNE 22, 2012”.
Fellows – THOSE WHO ARE REGULAR MEMBERS IN GOOD STANDING, HAVE ACHIEVED EMINENCE IN THE FIELD OF CONSTRUCTION ARBITRATION AND/OR MEDIATION, AND HAVE MADE SIGNIFICANT CONTRIBUTION TO PICAM. “AS AMENDED ON JUNE 22, 2012”
Honorary Members – THOSE WHO HAVE PERFORMED NOTABLE AND OUTSTANDING ACHIEVEMENT, CONTRIBUTION OR SERVICE IN THE INTEREST OF CONSTRUCTION ARBITRATION AND/OR MEDIATION BUT ARE NOT ACCREDITED AS CONSTRUCTION ARIBTRATORS OR MEDIATORS BY THE CIAC. “AS AMENDED ON JUNE 22, 2012”

Section 2 – Fees and Dues – There shall be the following fees and dues to be paid upon the approval of their application by the Board of Trustees. “AS AMENDED ON JUNE 22, 2012”

Admission/Readmission Fee – The amount of the Admission Readmission Fee shall be Two Hundred Pesos (P200.00) for Charter and Regular Members which may from time to time be adjusted by the Board of TRUSTEES but not within two years from the last amendments of such fee. After payment of the fee, a member shall receive a Membership Certificate, Membership Card and a copy of the BY-LAWS.
“AS AMENDED ON JUNE 22, 2012”
Annual Dues – The amount of the annual dues shall be One Hundred Pesos (P100.00) which may from time to time be adjusted by the Board of TRUSTEES but not within two years from last amendments of such dues. Membership Card shall be issued annually upon each payment of Annual Dues. “AS AMENDED ON JUNE 22, 2012”
Exemption of Fees – Arbitrators who served as Lecturers or Resource Persons during the First Training Program for Arbitrators are exempted from payment of Admission Fees and Dues.

Section 3 – Revocation, Suspension, Expulsion, Termination, Forfeiture.

Revocation, suspension, expulsion, termination or forfeiture of membership for causes as herein provided shall be declared pursuant to its guidelines by affirmative votes of the majority of the Board of TRUSTEES, namely: “AS AMENDED ON JUNE 22, 2012”

Non-payment of dues with a 3-month warning.
Voluntary resignation in writing.
Infraction of the rules, policies, or By-Laws of the Institute.

Section 4 – Readmission – The condition prescribed for admission shall also be applicable for readmission.

Section 5 – Quorum – THE ATTENDANCE OF AT LEAST 30 REGULAR MEMBERS SHALL CONSTITUTE A QUORUM. “AS AMENDED ON JUNE 22, 2012”

Section 6 – Voting Rights – Only Charter and Regular Members, AND FELLOWS shall be entitled to vote and be voted upon. No proxy is allowed. MEMBERS EMERITUS AND Honorary members MAY participate in the discussion and deliberations in a general or Board meeting but are not entitled to vote. “AS AMENDED ON JUNE 22, 2012”

ARTICLE IV – BOARD OF TRUSTEES “AS AMENDED ON JUNE 22, 2012”

Section 1 – The Board of TRUSTEES shall consist of fifteen (15) members elected from general membership. “AS AMENDED ON JUNE 22, 2012”

Section 2 – Unless otherwise provided in the Corporation Code of the Philippines, the corporate powers of the corporation shall be exercised, all business conducted and all properties of the corporation shall be held and controlled by the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”

Section 3 – The TRUSTEES shall hold office for TWO (2) YEARS commencing on the first of January FOLLOWING THEIR ELECTION and ending December 31 OF THE SECOND YEAR. “AS AMENDED ON JUNE 22, 2012”

Section 4 – Any vacancy except removal or expiration of term occurring or supervening between elections must be filled by the Board of TRUSTEES constituting a quorum from among the members. “AS AMENDED ON JUNE 22, 2012”

Section 5 – A TRUSTEE chosen to fill a vacancy shall serve only the unexpired term of his predecessor in office. “AS AMENDED ON JUNE 22, 2012”

Section 6 – Immediately after their election and without formal notice, the duly proclaimed TRUSTEES must formally organized and hold the election from among themselves to elect the Officers provided for in these By-Laws. “AS AMENDED ON JUNE 22, 2012”

Section 7 – Without prejudice to the general powers conferred by the Corporation Code of the Philippines, the Articles of Incorporation and these BY-LAWS, the Board of TRUSTEES shall have the following express powers: “AS AMENDED ON JUNE 22, 2012”

Promulgate rules and regulations of the Institute.
Purchase or acquire for the Institute any property or property rights at such price and under such terms and conditions as may be beneficial to the association.
Approve loans for the Institute and for such purposes, create, make and issue mortgages, bonds, deeds of trust secured by the mortgage or pledge of properties belonging to the association.
Promulgate policies and administrative issuances for the smooth functioning of the Board and Secretariat.

Section 8 – There shall be an Adviser and Honorary Chairman of the Board both of whom shall be appointed by the Board from among the Council of Elders

ARTICLE V – MEETING

Section 1 – The Institute shall have THE FIRST General Membership Meeting IN JUNE and shall conduct the annual election, AS APPLICABLE, during the Second General Membership Meeting, TO BE HELD IN DECEMBER OF EACH YEAR. “AS AMENDED ON JUNE 22, 2012”

Section 2 – Regular Board of TRUSTEES meeting shall be held monthly. “AS AMENDED ON JUNE 22, 2012”

Section 3 – The order of Business at the meeting of the Board of TRUSTEES shall be: “AS AMENDED ON JUNE 22, 2012”

Proof of the presence of quorum.
Reading and Approval of the minutes of the previous meeting.
Report of Working Committees, ADHOC or Special Committees.
Treasurer’s Report
Unfinished Business
New Business

Section 4 – Special meetings of the Board of TRUSTEES may be held at any time upon call of the President provided a quorum be present or upon written petition by at least eight (8) members of the Board even without a call from President. “AS AMENDED ON JUNE 22, 2012”

ARTICLE VI – THE EXECUTIVE MEETING

Section 1 – There shall be an Executive Committee composed of the President, Vice President, Secretary, Treasurer, Business Manager, Auditor and Public Relations Officer to act on urgen and/or specific matters except highly policy determining, which require immediate attention.

Section 2 – The Executive Committee upon call of the President may tackle issues of importance which require urgent action or exploration and in-depth analogy or studies, for later consideration and approval by the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”

Section 3 – A quorum of majority is required in every EXECUTIVE COMMITTEE MEETING.

ARTICLE VII – OFFICERS

Section 1 – The officers of the Institute shall consist of President, Vice President, Secretary, Treasurer, Business Manager, Public Relations Officer, Auditor and an appointive Legal Counsel all of whom except the Legal Counsel shall be elected by majority vote of the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”

Section 2 – The officers of the Institute shall hold office for a term of TWO(2) YEARS, commencing on the first of January FOLLOWING THEIR ELECTION AND ENDING December 31 OF THE SECOND YEAR. NO PERSON SHALL BE ELECTED AS PRESIDENT OF THE INSTITUTE FOR MORE THAN TWO (2) CONSECUTIVE TERMS. “AS AMENDED ON JUNE 22, 2012”

Section 3 – Any vacancy occurring due to resignation or incapacitation, the Board of TRUSTEES shall fill such vacancy from among the elected TRUSTEE. “AS AMENDED ON JUNE 22, 2012”

Section 4 – Duties of the President

Shall preside at all meetings of the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Makes semi-annual report during mid-year meeting of the Board.
Exercises general supervision and control over the employees of the Institute: presides at all Membership meetings.
Negotiations and enter into loans for the Institute and in connection therewith signs and executes the necessary documents and papers with the approval of the Board.
Appoints an Executive Secretary, employees and staff of the Institute subject to the approval of the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Sign checks with the Treasurer or other authorized officer, counter signs all disbursements of funds of the Institute as authorized by the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Submits an annual report of the Institute to the Board of TRUSTEES and during annual membership meeting. “AS AMENDED ON JUNE 22, 2012”
Represents the Institute of public functions and as the official spokesman of the Institute.

Section 5 – Duties of the Vice President

The Vice President shall act as President in case of absence, incapacity, resignation, death, or removal for the cause of the Institute.
He shall represent the President at public functions when so directed.
He shall perform other duties as shall be directed by the Board, President, or as provided in these By-Laws.

Section 6 – Duties of the Secretary

Prepares the minutes of the previous meeting, agenda, and keeps the roster of membership, records and other documents of the Institute.
Shall take in custody the Institute’s Dry Seal.
Shall sign with the President all Certificates of Membership and Membership Cards, certifies documents, minutes of previous meeting, agenda and other documents required for his signature.
Serves notices of meeting thru phone or written notice, prepares correspondence, keeps Institute’s Banner, etc.

Section 7 – Duties of the Treasurer

Takes charge of the funds and properties of the Institute.
Signs checks with the President or other duly authorized officer.
Receives accounts, deposit and withdraw funds from authorized banks, have funds disbursed properly vouchered and receipted.
Prepares Treasurer’s Report for every Board Meeting, renders a financial report to the members during General Membership Meetings.
Performs such other functions that may be assigned by the President or the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Posts a bond in such amount as may be required by the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”

Section 8 – Duties of the Business Manager

Takes charge of handling the business affairs of the Institute subject to the direction of the President.
Shall perform such other duties inherent in his office or that may, from time to time be prescribed by the Board.

Section 9 – Duties of the Public Relations Officer

Establishes rapport with the various government and private entities or associations involved in a way with construction.
Publishes the undertakings, projects and other activities of the Institute after proper consultation with the President and/or Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Represents the Institute at external conferences as shall be directed by the President.

Section 10 – Duties of the Legal Counsel

Acts and represents the Institute in all legal matters.
Performs other duties as shall be directed by the President or the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”

Section 11 – Duties of Auditor

Examines and audits all accounts pertaining to revenues, receipts, expenditures of funds, disbursements, or property of the Institute.
Brings to the attention of the Institute President and the Board of TRUSTEES any irregularity in such expenditures. “AS AMENDED ON JUNE 22, 2012”

ARTICLE VIII – COMMITTEES

Section 1 – The Board of TRUSTEES shall be assisted in the administration and management of the affairs of the Institute by the following Standing Committees: “AS AMENDED ON JUNE 22, 2012”

Committee on Fees – composed of three (3) TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Committee on Data Bank – composed of two (2) TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Committee on External Affairs– composed of two (2) TRUSTEES. “AS AMENDED ON JUNE 22, 2012”
Committee on Ethics – composed of the Council of Elders.
Committee on MACE Program – composed of three (3) TRUSTEES. “AS AMENDED ON FEBRUARY 14, 2003” “AS AMENDED ON JUNE 22, 2012”
Committee on Orientation Seminar – composed of two (2) TRUSTEES. “AS AMENDED ON FEBRUARY 14, 2003” “AS AMENDED ON JUNE 22, 2012”
Committee on Amendment – composed of four (4) TRUSTEES. “AS AMENDED ON FEBRUARY 14, 2003” “AS AMENDED ON JUNE 22, 2012”
ADHOC Committee – to be created by the Board as required.
Special Committee – to be created by the Board as the exigency demands.

Membership of the above committee shall be made from among the members of the Institute or Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”

Section 2 – Committee on Fees

The Committee on Fees shall formulate the standard Arbitration Fees which can be modified from time to time and recommended by the Board for approval by the CIAC.

Section 3 – Committee on Data Bank

The Data Bank Committee shall compile all arbitration cases handled by its members and shall be held strictly confidential. Shall set up a library, rules on arbitration, policy issuances, laws and other fiats pertaining to Arbitration.

Section 4 – Committee on External Affairs

The External Affairs Committee shall address itself to all other external matters relating to arbitration, training, seminars, symposia or conferences with other institutions, private and government agencies and shall interact with legislators and other government officials, as shall be necessary or directed by the Board or the President of the Institute; shall prepare resolutions letters or memoranda in collaboration with the Legal Counsel as shall be necessary.

Section 5 – Committee on Ethics

It shall be composed of five members to be appointed by the President, three of whom shall come from the ranks of past presidents and two from the regular members of the Board. The Ethics Committee shall provide a continuing guidance on the Moral being of the members and seeing to it that their integrity and probity remain intact. Should there be a deviation on their norm of conduct, the committee shall constitute themselves into a panel sworn to search the truth and test a matter submitted for inquiry and meet the proper judgment on the deviant member. “AS AMENDED ON AUGUST 12, 2005”

Section 6 – Committee on Orientation Seminars

Shall be tasked to make the necessary preparation, arrangement and program for the holding of the quarterly orientation seminar on arbitration and mediation. “AS AMENDED ON FEBRUARY 14, 2003”

Section 7 – Committee on MACE Program “AS AMENDED ON JUNE 22, 2012”

Shall be tasked mainly to identify the training needs of arbitrators and the topics to be tackled or discussed during the seminar. “AS AMENDED ON FEBRUARY 14, 2003”

Section 8 – Committee on Amendments

Shall be tasked principally to concentrate on the amendments of CIAC arbitration and mediation rules in accordance with the provisions of the ADR Law. “AS AMENDED ON FEBRUARY 14, 2003”

Section 9 – Rules and Regulations

The Standing Committees shall each promulgate Rules and Regulations that shall govern its conduct and serve as the guiding principles of their respective committees. These rules and regulations shall take effect only after approval by the Board of TRUSTEES. “AS AMENDED ON JUNE 22, 2012”

ARTICLE IX – COMMITTEE ON ELECTION

The Committee shall promulgate its rules in the conduct of the election subject to approval by the incumbent Board and in accordance with conditions obtaining in the Institute.

ARTICLE X – FUNDING

Section 1 – Funding of the operations, programs, projects and other activities of the Institute shall be derived from membership and annual dues, assessment, general or special, imposed on members.

Section 2 – Other source of funds shall be considered by the Board of TRUSTEES, such as gifts, donations, endowments, legacies, or requests and special fund-raising projects. “AS AMENDED ON JUNE 22, 2012”

ARTICLE XI – RULES

Section 1 – The proceedings of the Institute and Board of TRUSTEES shall be governed by the Roberts Rules of Order, except as otherwise provided in the Articles of Incorporation or By-Laws. “AS AMENDED ON JUNE 22, 2012”

ARTICLE XII – AMENDMENT

Section 1 – These BY-LAWS may be amended or repealed, wholly or in part, by A RESOLUTION AND WITH APPROVAL OF AT LEAST MAJORITY OF THE BOARD OF TRUSTEES AND RATIFIED BY AT LEAST TWO-THIRDS VOTE OF REGULAR MEMBERS IN ATTENDANCE IN ANY GENERAL MEMBERSHIP MEETING. “AS AMENDED ON JUNE 22, 2012”

ARTICLE XIII – DISSOLUTION

Section 1 – A two-third (2/3) votes of the Institute’s general membership and majority of Board of TRUSTEES shall have the power to dissolve this Institute. “AS AMENDED ON JUNE 22, 2012”

ARTICLE XIV – CORPORATE SEAL

Section 1 – The corporate seal shall have inscribed thereon the Logo of the Institute. The seal shall be under the charge of the Secretary.

Adapted this 14^th day of December 1988 in Makati, Metro Manila by the incorporators and a majority of the members.

APPROVED BY THE SECURITIES AND EXCHANGE COMMISSION