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Constitution & By-Laws

Our Constitution and By-Laws provide the foundation for accountable leadership, responsible membership, and purposeful collaboration among Capas business owners.

ARTICLE I – NAME AND PRINCIPAL OFFICE

Section 1. Name

The name of the organization shall be CAPAS BUSINESS CLUB (CBC).

Section 2. Nature and Character of the Organization

The Capas Business Club (CBC) is a non-stock, non-profit organization organized and existing for the promotion of business development, entrepreneurship, professional growth, community development, and the advancement of the common interests of its members and the business community.

The Club shall operate exclusively for its stated purposes and shall not be organized or operated for the private financial benefit or pecuniary gain of any member, Director, officer, or private individual. No part of the income, earnings, or assets of the Club shall inure to the benefit of, or be distributable as dividends, profits, or other financial benefits to, any member, Director, officer, or private individual, except for reasonable compensation for actual services rendered, reimbursement of legitimate and authorized expenses, and other payments expressly allowed by applicable laws and regulations. All revenues, funds, and assets of the Club shall be used solely to accomplish and support its purposes, programs, projects, and activities as provided in this Constitution and By-Laws.

Section 3. Principal Office

The principal office of the Club shall be located at 2nd Floor, Land Bank Building, Capas Municipal Compound, Brgy. Sto. Domingo 2nd, Capas, Tarlac, Philippines, or at such place as may be determined by the Board of Directors.

ARTICLE II – VISION, MISSION, AND CORE VALUES

Section 1. Vision

A premier business community advancing sustainable growth, economic progress, and community development in Capas through strong public-private partnerships.

Section 2. Mission

To empower the business community through strong local government unit partnerships, delivering training, mentorship, seminars, networking, and referrals that catalyze business thriving and sustainable development.

Section 3. Core Values

  • Integrity

  • Professionalism

  • Accountability

  • Collaboration

  • Innovation

  • Community Service

ARTICLE III – PURPOSES AND OBJECTIVES

The Club shall:

  1. Promote business growth and economic development in Capas and neighboring communities.

  2. Foster networking and collaboration among entrepreneurs, professionals, and business owners.

  3. Conduct seminars, training programs, business forums, and trade-related activities.

  4. Advocate ethical and responsible business practices.

  5. Facilitate partnerships with government agencies, educational institutions, and private organizations.

  6. Support entrepreneurship, innovation, and investment opportunities.

  7. Encourage community involvement and social responsibility.

  8. Strengthen the competitiveness of local businesses.

ARTICLE IV – MEMBERSHIP

Section 1. Membership Categories

  • Regular Members: Individuals actively engaged in business, entrepreneurship, or professional practice and entitled to vote and hold office.

  • Associate Members: Individuals interested in supporting the club but without voting rights.

  • Honorary Members: Persons recognized by the Board for distinguished contributions to business, community development, or the Club.

Section 2. Rights of Regular Members

  • Vote during elections and membership meetings.

  • Run for elective office.

  • Participate in all Club activities.

  • Access Club services, programs, and benefits.

Section 3. Duties of Members

Members shall:

  • Support the mission and objectives of the club.

  • Observe club policies and regulations.

  • Pay membership dues promptly.

  • Promote professionalism and ethical conduct.

 

ARTICLE V – BOARD OF DIRECTORS

Section 1. Composition

The governing body of the club shall be the Board of Directors, consisting of nine (9) Directors:

  1. Chairman

  2. Vice Chairman

  3. Secretary General

  4. Director for Finance

  5. Director for Membership

  6. Director for Events and Networking

  7. Director for Trade and Compliance

  8. Director for Media and Communications

  9. Director for Business Development

Section 2. Powers and Authority

The Board of Directors shall:

  • Establish policies and strategic direction.

  • Approve annual plans and budgets.

  • Oversee finances and assets.

  • Create committees and working groups.

  • Approve partnerships and major projects.

  • Ensure compliance with applicable laws and regulations.

  • Admit, suspend, or remove members in accordance with established policies.

  • Safeguard the interests of the club and its members.

Section 3. Term of Office

Board Directors shall serve a term of two (2) years and may be re-elected.

Section 4. Vacancies

Vacancies occurring before the expiration of a term shall be filled by majority vote of the Board.

 

ARTICLE VI – DUTIES OF THE BOARD OF DIRECTORS

All Directors shall:

  • Attend Board meetings regularly.

  • Participate in policy-making and planning.

  • Vote on matters affecting the Club.

  • Support Club activities and programs.

  • Act in the best interest of the organization.

  • Maintain confidentiality of sensitive matters.

  • Disclose conflicts of interest.

Section 1. Chariman

Albert Tranquilino

The Chairman shall:

  • Serve as the chief executive and presiding officer.

  • Preside over meetings of the Board and General Membership.

  • Represent the Club in official functions.

  • Provide strategic leadership and direction.

  • Sign official agreements approved by the Board.

  • Exercise a tie-breaking vote when necessary.

Section 2. Vice Chairman

Cezar Beltran

The Vice Chairman shall:

  • Assist the Chairman.

  • Perform the duties of the Chairman in his absence.

  • Supervise special projects and committees.

  • Monitor implementation of Board resolutions. 

Section 3. Secretary General

Happy Gatdula

The Secretary General shall:

  • Maintain official records and minutes.

  • Issue notices of meetings.

  • Keep custody of organizational documents.

  • Certify Board resolutions and official actions.

  • Maintain membership records. 

Section 4. Director for Finance

Joel Punsalan

The Director for Finance shall:

  • Manage financial affairs of the Club.

  • Prepare budgets and financial reports.

  • Ensure proper accounting and record-keeping.

  • Recommend financial policies.

  • Oversee collection of dues and revenues.

Section 5. Director for Membership

Jose Marie Bengotchea

The Director for Membership shall:

  • Lead recruitment and retention efforts.

  • Develop membership benefits.

  • Maintain member engagement programs.

  • Recommend membership policies.

Section 6. Director for Events and Networking

Ariel Entico

The Director for Events and Networking shall:

  • Plan and organize Club events.

  • Coordinate networking programs.

  • Establish event partnerships and sponsorships.

  • Promote member participation.

Section 7. Director for Trade and Compliance

Marie V Valle

The Director for Trade and Compliance shall:

  • Monitor regulatory developments affecting businesses.

  • Coordinate with government agencies.

  • Promote legal and ethical business practices.

  • Organize compliance and business-related seminars.

Section 8. Director for Media and Communications

Ronalie Arceo

The Director for Media and Communications shall:

  • Manage branding and public relations.

  • Oversee social media and communications.

  • Promote Club activities and achievements.

  • Coordinate media relations.

Section 9. Director for Business Development

Ceazar Ryan Aquino

The Director for Business Development shall:

  • Lead business growth initiatives.

  • Develop partnerships and sponsorship opportunities.

  • Facilitate business matching and referrals.

  • Promote investment and entrepreneurial opportunities.

  • Recommend programs that increase member value and organizational sustainability.

 

ARTICLE VII – MEETINGS

  • Section 1. Regular Board Meetings: The Board shall meet monthly.

  • Section 2. General Membership Meetings: General Membership Meetings shall be held quarterly.

  • Section 3. Annual General Assembly: An Annual General Assembly shall be held once every year.

  • Section 4. Special Meetings: Special meetings may be called by the Chairman or by a majority of the Board.

ARTICLE VIII – QUORUM AND VOTING

Section 1. Board Quorum

For a nine-member Board, a quorum shall consist of at least five (5) Directors.

Section 2. Voting

Decisions shall be approved by a simple majority of Directors present, provided a quorum exists.

Section 3. Major Decisions

The following shall require at least two-thirds (2/3) vote of the Board:

  • Amendment of policies.

  • Suspension or removal of a Director.

  • Approval of major partnerships.

  • Disposal of Club assets.

ARTICLE IX – ELECTIONS

Section 1. Election Cycle

Elections shall be conducted every two (2) years.

Section 2. Qualifications

Candidates must:

  • Be a Regular Member in good standing.

  • Have no outstanding financial obligations to the Club.

  • Demonstrate commitment to the Club’s mission.

Section 3. Election Committee

The Board shall appoint an independent Election Committee.

 

ARTICLE X – FINANCIAL MANAGEMENT

Section 1. Sources of Funds

The Club may receive funds from:

  • Membership dues

  • Sponsorships

  • Donations

  • Grants

  • Event revenues

  • Fundraising activities

Section 2. Financial Controls

  • All funds shall be deposited in a recognized bank.

  • No Club funds shall be used for personal purposes.

  • Financial records shall be maintained accurately and transparently.

Section 3. Signatories

All checks, withdrawals, and financial transactions shall require any two (2) of the following:

  • Chairman

  • Director for Finance

  • Secretary General

ARTICLE XI – STANDING COMMITTEES

The following committees may be established:

  1. Membership Committee

  2. Finance Committee

  3. Events and Networking Committee

  4. Trade and Compliance Committee

  5. Media and Communications Committee

  6. Business Development Committee

  7. Community Outreach Committee

ARTICLE XII – CODE OF ETHICS

All members and directors shall:

  • Uphold honesty and integrity.

  • Avoid conflicts of interest.

  • Respect fellow members.

  • Maintain professionalism.

  • Protect the reputation of the Club.

  • Comply with all laws and regulations.

Grounds for disciplinary action include:

  • Violation of By-Laws.

  • Misappropriation of funds.

  • Fraud or unethical conduct.

  • Actions damaging to the Club’s reputation.

Possible sanctions:

  • Written warning

  • Suspension

  • Removal from office

  • Expulsion from membership

Due process shall always be observed.

ARTICLE XIV – AMENDMENTS

This Constitution and By-Laws may be amended by the following:

  • Two-thirds (2/3) vote of the Board of Directors; andMajority ratification by Regular Members present during a duly called General Membership Meeting.

 

ARTICLE XV – DISSOLUTION

Section 1. Dissolution

The Club may be dissolved in accordance with applicable laws, rules, regulations, and the requirements of the Securities and Exchange Commission.

Section 2. Distribution of Remaining Assets

Upon dissolution of the Club, and after payment or settlement of all its lawful debts, liabilities, and obligations, any remaining assets shall not be distributed among or paid to its members, Directors, officers, or any private individual.

The remaining assets shall, in accordance with applicable laws and subject to the requirements of the Securities and Exchange Commission, be transferred or distributed to another non-stock, non-profit organization, association, or institution in the Philippines with purposes similar to those of the Club, or otherwise disposed of in accordance with law.

Section 3. Final Settlement

The Board of Directors shall ensure that all obligations of the Club are properly settled and that its remaining assets are disposed of in accordance with this Constitution and By-Laws and applicable Philippine laws and regulations.

KEY GOVERNANCE POLICIES

  • Attendance Policy: Any Director absent for three (3) consecutive regular Board meetings without valid reason may be declared to have vacated the position.

  • Conflict of Interest Policy: Directors must disclose any financial or personal interest in matters before the Board and abstain from voting where a conflict exists.

  • Financial Transparency Policy: Quarterly financial reports shall be presented to the Board and an annual financial report shall be presented to the General Membership.

  • Social Media and Communications Policy: Only the Chairman or the Director for Media and Communications, or their authorized representative, may issue official statements on behalf of the Club.

  • Sponsorship and Partnership Policy: All sponsorships, donations, and partnerships exceeding an amount determined by the Board shall require Board approval.

  • Non-Partisan Policy: CAPAS BUSINESS CLUB shall remain non-partisan and shall not endorse or campaign for any political candidate or political party in its official capacity.