ASEP By-Laws

ARTICLE VII - Powers and Duties of Directors and Officers

SECTION 1. Board of Directors

The Board of Directors shall direct and control the affairs of the Association. The Board shall have general charge of the properties, business and transactions of the Association with the power to manage, direct and supervise the same under its collective responsibility as provided in these By-Laws and the statutes of the Philippines.

SECTION 2. President

The President shall preside at all meetings of the Association and of the Board of Directors. He shall present the Association and have general supervision over the affairs of the Association and its officers. He shall appoint the Chairman and all members of every committee. He shall likewise have such other duties and powers as the Board of Directors may fix by resolution.

SECTION 3. Vice-President

The Vice-President, in the absence or inability of the President, shall act as President. In the event of the President's resignation, disqualification, disability, or death, the Vice-President shall perform the duties of the President until the next election of directors. The Vice-president shall likewise have such other duties and powers as the President may delegate.

SECTION 4. Secretary

The Secretary shall keep true minutes of all meetings of the Association and of the Board of Directors, give notice of all meetings to members and members of the Board of Directors, prepare and present the business to be acted upon at all times, and in general, perform all duties incident to the office of Secretary and such other duties as may be assigned to him by the President. In the absence of the President and the Vice-President, the Secretary shall preside over the meeting of the Association or of the Board, and the Treasurer shall be acting Secretary. The Secretary shall preserve all membership lists and have charge of all correspondence of the Association.

SECTION 5. Treasurer

The Treasurer shall collect all dues, be the custodian of all funds and financial records of the Association, and shall make all authorized disbursements. All disbursements shall be signed jointly by the Treasurer and the President. The Treasurer shall post such bond as may be required by the Board to guarantee the performance of his duties. The Treasurer shall recommend to the Board the appropriate revision of all dues.

SECTION 6. Annual Budget

The President, assisted by the Treasurer, shall present to the Board of Directors a proposed expense budget for the fiscal year. The Board shall adopt an expense budget with the concurring vote of at least six (6) directors not later than the second month of the fiscal year.

SECTION 7. Replacement of Officers

With the affirmative vote of at least eight (8) directors in a regular or special meeting, the Board of Directors after due process may replace any officer by another qualified director.