ARTICLE I – MEETINGS

Section 1. Annual meetings – The annual meetings of the members shall be held at the principal office of the association if practicable, or in any preferred venue within the country as determined by the Board of Trustees any time in the month of December each year. The President or Executive Director of the association shall present the annual report to the members regarding the activities of the association. The election of trustees, if already scheduled, shall also be held during this regular meeting.

Section 2. Quarterly Meetings – There shall be four (4) quarterly meetings/assembly of the general membership each year. These meetings shall be held anytime within each quarter to discuss the ongoing activities of the association.

Section 3. Special Meetings – Special meetings of the members shall be called, as the need thereof arises, by the Board of Trustees or by the President or upon petition of 1/3 of the general membership.

Section 4. Conduct of Meetings – Any meetings, annual, quarterly, and special shall be carried out personally via face-to-face meetings or virtually via teleconference (audio or with video) using the association-subscribed meeting tools or platforms. Virtual meetings are counted as attendance and are counted to form part of the quorum

Section 5. Notices – Notices of the time and place of annual, quarterly, and special meetings shall be given through any of the following modes – personal invitation, by phone, special delivery mail, email, or website announcements at least one (1) week before the date set for such meeting. The notice of the meeting shall state the date, time, and venue of the meeting as well as the brief purpose or purposes of the meeting.

Section 6. Quorum – A quorum for any meeting of the members shall consist of a simple majority (½+1) 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.

The quorum for the election of the Board of Trustees shall consist of a simple majority (½ + 1) of the eligible voting members only.

Section 7. Order of Business – The order of business at the annual meeting of the members shall be as follows:

a) Proof of service of the required notice of the meeting b) Proof of presence of a quorum

c) Reading and approval of the minutes of the previous annual meeting d) Unfinished business

e) Report of the President

f) Election of the Trustees and officers (if already due) for the ensuing year g) Other matters

Section 8. Voting Proxy – Each voting 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 association before the scheduled Meeting/election.

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ARTICLE II – TRUSTEES

Section 1. Board of Trustees – The corporate powers of the association shall be exercised, its business and its property controlled by the Board of Trustees. The Board of Trustees shall be headed by a Chairperson, who shall be elected by and from amongst the Board of Trustees in its first Board of Trustees’ meeting after the election.

Section 2. Qualifications – The trustees to be elected must be of legal age and the primary representative of a company which should be in active operation/business for at least one (1) year and should be a member of the association in good standing for a period of at least six (6) months before the scheduled election.

Section 3. Composition of the Board of Trustees – The Board of Trustees of the association shall consist of nine (9) members nominated and elected from member companies with voting rights.

Section 4. Disqualification of Trustees or Officers – No primary representative of a member company convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years or a violation of the Corporation Code of the Philippines committed within five (5) years prior to the date of his election or appointment shall qualify as a trustee or officer. The Board of Trustees, constituting a ¾ vote may pass a resolution disqualifying a sitting Trustee on issues of dereliction of duty, improper conduct, continued absence, or fraud.

Section 5. Term of Office of Trustees – The trustees shall hold office for two (2) years until their successors are duly elected and qualified. The term of office of the Board of Trustees shall commence January 1 of each year. For continuity, the first five Trustees garnering the highest number of votes shall serve for a two-year term, while the remaining four shall serve for one year. Thereafter, an election of trustees shall be held annually, and each Trustee voted upon shall have a two-year term.

Section 6. Vacancies – In case of a vacancy occurring in the office of a trustee, the remaining board may at its discretion and by the vote of at least a majority of all the remaining trustees, if still constituting a quorum, fill up such vacancy by electing a new trustee from amongst the membership, based on the defined qualifications. The trustee so elected shall hold office only for the unexpired term of his predecessor.

In the event the trustee holds an officer position in BOT, with the exception of the President, whose duties/position will be assumed by the Vice President, the BOT will follow the process outlined in Article III, Section 2 to fill the vacancy.

Section 7. Replacements – A board of trustee shall lose his/her seat if he/she resigns or gets separated from the company that he/she is representing within his term. The remaining trustees, if still constituting a quorum, may fill up such a vacancy by electing a new trustee from amongst the membership, based on the defined qualifications. The trustee so elected shall hold office only for the unexpired term of his predecessor.

A board of trustee shall lose his/her seat if he/she resigns or gets separated from the company that he/she is representing within their term without majority vote of the remaining trustees agreeing to allow them to finish their elected term. In case a board of trustee is allowed to finish his/her elected term, he/she shall find a member company that he/she will represent within sixty (60) days from the time of resignation or separation from the company that he/she is representing.

Else the remaining trustees, if still constituting a quorum, may fill up such a vacancy by electing a new trustee from amongst the membership, based on the defined qualifications. The trustee so elected shall hold office only for the unexpired term of his predecessor.

Section 8. Election Committee – The nomination and election of the trustees shall be supervised, regulated, and conducted by an Election Committee consisting of the Executive Director and at least 2 representatives from 2 member companies which will not field in nominations/candidates for the election. The Election Committee shall have the exclusive power to determine the qualification of a member to vote or be elected as a trustee, subject to existing “HIMOAP Election Policies and Guidelines” duly approved by the Board of Trustees. The Election Committee shall have the sole authority to rule on all matters relating to the conduct of the election and decide on any controversy which may arise there from. Any, and all matters brought to the Election Committee shall be resolved by a majority vote of the members thereof.

Section 9. Election of Trustees – The voting in the election of the Board of Trustees shall be done in any of the following:

1. through secret ballots and each qualified voter shall elect the nine (9) trustees from the pool of the official candidates.

2. through an automated election process using a computer program/software or via a secured election poll shared via email.

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ARTICLE III – CHAIRMAN OF THE BOARD OF TRUSTEES AND OFFICERS OF THE ASSOCIATION

Section 1. Chairman of the Board – The Board of Trustees shall be headed by a Chairman who shall be elected from within the board through secret ballots and shall serve at the will of the Board of Trustees and is co-terminus with his/her term as a Trustee.

Section 2. Officers of the Association – The association’s officers will consist of a President, a Vice-President, a Secretary (who will also serve as the Secretary of the Board of Trustees), and a Treasurer. These officers will be elected from the current Board of Trustees through secret ballots. It’s important to note that the Secretary will not be elected from the trustees, but will be an attorney-at-law hired by the Board of Trustees to fulfill that role. The board reserves the right to merge compatible positions into a single individual.

Section 3. Regular Meetings of the Board of Trustees – The Board of Trustees shall hold regular meetings at the principal office of the association if practicable, or in any preferred venue, or virtually using a teleconferencing tool/platform, as determined by the Board of Trustees anytime to discuss ongoing activities of the association and decide on certain matters requiring the attention and decision of the board. Special meetings may be called, as the need thereof arises, by the Chairman or the President or upon petition of 1/3 of the members of the Board of Trustees.

Section 4. Order of Business – The Board of Trustees may modify the Order of Business subject to the Board of Trustee’s discretion. The order of business at the annual meeting of the Board of Trustees shall include, at a minimum, reading and approval of the minutes, reports of the President, unfinished business, and other relevant matters.

Section 5. Term of Office of Officers – The officers of the association shall hold office for one year until their successors are duly elected. The term of office of the officers shall commence January 1 of each year.

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ARTICLE IV – FUNCTIONS & POWERS OF OFFICERS

Section 1. – The Chairman shall:

a) Preside at all regular and special meetings of the of the Board of Trustees;

b) In consultation with the Trustees, initiate and develop corporate objectives and policies and formulate long range plans and programs to set out the association’s business plan and operational strategy.

Section 2. – The President shall:

a) Exercise and perform all duties of the Chairman during the absence or incapacity of the latter;

b) Be charged with directing and overseeing the activities of the association;

c) Submit to the board, as soon as possible after the close of each fiscal year and present to the members at the annual meeting, a complete report of the activities and operations of the association for the fiscal year under his/her term; (d) Assist, in consultation with the Trustees, in the preparation of the budget and the statement of accounts of the association;

d) Represent the association at functions and proceedings; e) Execute all resolutions of the Board of Trustees;

f) Prepare such statements and reports of the association as may be required by the Board of Trustees;

g) Enter and sign on behalf of the association all contracts, agreements, and other instruments or as may be authorized by the board;

h) With the approval of the board, delegate certain duties and responsibilities to the Executive Director;

i) Perform such other duties and responsibilities incident to his/her designation or as may

be directed by the board.

Section 3. – The Executive Director – The ED of the association shall be a member of the Board of Trustees with the same rights and privileges as any member of the Board except the right to vote and be voted upon and to cast votes on important board resolutions or amendments in the Constitution and Bylaws of the association.

The Executive Director shall also exercise the following functions: 

a) Attend to the day-to-day operation of the association;

b) Attend and represent the association in important functions, proceedings and gatherings requiring the participation of the association;

c) Upon the guidance and approval of the board, the ED shall organize a Management Team who shall be responsible in executing administrative and supervisory functions.

Section 4. Vice-President – The Vice-President, shall exercise all powers and perform all duties of the President during the absence or incapacity of the latter. The Vice-President shall perform other duties and responsibilities that may be assigned by the President or by the Board of Trustees.

Section 5. Corporate Secretary/Secretary – The Secretary shall give all notices required by this by law and keep the minutes of all meetings of the members or of the Board of Trustees in a book kept for the purpose. The Secretary shall keep the seal of the association and affix such seal to any paper or instrument requiring the same. The Secretary shall have custody of the member’s registry and the correspondence files of the association. The Secretary shall also perform such other duties and work as the Board of Trustees may from to time assign to him.

Section 6. Treasurer – The Treasurer shall be in-charge of the funds, receipts, and disbursements of the association. The Treasurer shall keep all moneys and other valuables of the association in such banks as the Board of Trustees may designate. The Treasurer shall keep and have charge of the book of accounts. The Treasurer shall also perform such other duties and functions as may be assigned to him from time to time by the Board of Trustees.

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ARTICLE V – MEMBERS

Section 1. Qualifications for Membership – The board shall determine the qualifications of an applicant for membership based on the membership rules and procedures. The task of inviting, processing, and admitting new members of the association shall be given to the Officers of the association or delegated to the Membership Committee.

Section 2. Disqualification of Membership – Any company may be denied membership to the association upon the determination of the Membership Committee on basis consistent with this bylaw and in reference to the general goals and objectives of the association.

Section 3. Right of Members – A member shall have the following rights:

a) To exercise the right to vote on all matters relating to the affairs of the association to the extent consistent with these Bylaws;

b) To be eligible to any elective or appointive office/position of the association to the extent consistent with these Bylaws;

c) To participate in all deliberations/meetings of the association; d) To avail of all the facilities of the association;

e) To avail of all available trade leads/opportunities, important industry information,

statistics, as well as recent industry updates to the extent consistent with these Bylaws;

f) To examine all the records or books of the association during business hours upon formal request.

Section 4. Duties and Responsibilities of the Members – A member shall have the following duties and responsibilities:

a) To obey and comply with the bylaws, rules and regulations of the association as well as to any amendments thereto that may be promulgated by the association from time to time;

b) To attend to all important meetings of the association;

c) To attend to the annual general membership assembly and actively participate in the election proceedings;

d) To pay membership dues and other Assessments of the association.

Section 5. Membership Categories – The association shall have the following membership categories. To wit:

a) IT BPM Services and Solutions Providers

(Companies engaged in Healthcare information business process outsourcing services, clinical documentation and healthcare information technology)

Voting Rights – YES

b) Vendors

(Companies engaged in providing support services to the Healthcare BPO industry) 

Voting Rights –

            Telco and Real Estate   NO

            Recruitment and Training YES

e) Association Partners

(Duly organized associations/groups which complement and support the vision, missions, and objectives of HIMAP.)

Voting Rights – NO

Section 7. Creation/Modification/ Cancellation of Membership Categories and Fees – The President in consultation and approval of at least 2/3 of the Board of Trustees can create, modify, or change such membership categories and impose or modify such fees, dues, and assessments as maybe deemed necessary and appropriate.

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ARTICLE VI – SUSPENSION, EXPULSION AND TERMINATION OF MEMBERSHIP

Section 1. Suspension, expulsion, and termination of membership – Suspension, expulsion and termination of membership shall be in accordance with the rules and regulations of the association.

Section 2. Removal for a cause – Any member of the association may file charges against another member by filing a written complaint with the Secretary of the association. The Board of Trustees shall call a special meeting to consider the charges. The affirmative vote of majority of all trustees shall be necessary to suspend or expel a member.

Section 3. – Termination of membership – A member company may be dropped from the membership roll by virtue of committing any of the following as maybe determined and decided by the Board of Trustees through a majority vote. To wit:

a) non-payment of membership dues

b) Willful violation of the provisions of the Bylaws

c) continuous non-attendance to any of the quarterly and annual meetings

d) Unfair business practices detrimental to other member companies and to the association in general

e) Other causes as may be determined by the Board of Trustees

Section 4. Right to Expel – The Board of Trustees upon due deliberation and hearing can expel a company from being a member through a majority vote.

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ARTICLE VII – FUND

Section 1. Funds – The funds of the association shall be derived from admission fees, annual dues, and special assessments of members, gifts, donations, contributions, grants, special fund-raising events or other sources related to the functions of the association.

Section 2. Disbursement – Withdrawal from the funds of the association, 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 association shall be from January 1st to December 31 of each year.

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ARTICLE VIII – CORPORATE SEAL

Section 1. Form – The corporate seal of the association shall be in such form and design as may be determined by the board. The board by an affirmative vote may decide to change, alter, or redesign the corporate seal of the association as it may deem fit.

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ARTICLE IX – AMENDMENTS

Section 1. Amendments – These bylaws, or any provision thereof, may be amended or repealed by a majority vote of the Trustees at any regular or special meeting duly held for the purpose and ratified by a majority vote of the members in a general assembly.

Adopted on 10th day of January 2024 by the affirmative vote of the members of the 2024 Board of Trustees held via a virtual conference using ZOOM.

Ratified by the majority vote of the general membership last 10th January 2024 at 5:00 P.M. held via a virtual conference using ZOOM.