Constitution and by-laws

We, the members of the Philippine Association for Laboratory Animal Science imploring the aid of the Divine Providence, in order to establish an association that shall embody our ideals for the development and advancement of laboratory animal science and hence safeguard our interest in maintaining ethical and professional standards, do hereby ordain and promulgate this Constitution and By-laws.

The name of this organization shall be PHILIPPINE ASSOCIATION FOR LABORATORY ANIMAL SCIENCE, INC. (PALAS, Inc.) and its secretariat office shall be located at the Research and Biotechnology Division, St. Luke’s Medical Center, 279 E. Rodriguez Sr. Blvd., Quezon City 1102 Philippines.

Section 1. General Objective

PALAS, Inc. shall formulate, implement, and coordinate programs and activities geared towards the development and advancement of laboratory animal science in the Philippines.

Section 2. Specific Objectives

1. To promote the proper care and use of experimental defined animals for scientific research and testing through training programs.

2. To educate laboratory animal users or personnel and laboratory animal facility users on the Animal Care and Use Program.

3. To serve as an avenue for scientific exchange of information and expertise in the field of laboratory animal science.

4. PALAS, Inc. shall provide representations with national and international organizations on matters pertaining to the interest of laboratory animal science.

Section 1. General Membership

Membership in PALAS, Inc. shall be open to all individuals and institutions engaged in laboratory animal science and to individuals who have had outstanding contribution to the cause of PALAS, Inc.

Section 2. Types of Membership

1. Institutional Members - refers to academic institutions, research institutes, pharmaceutical companies and CRO's engaged in laboratory animal research and testing. All active institutional members can appoint two individuals from their respective institutions to represent them as regular members.

2. Regular Members - refers to graduates of a biomedical course or related fields, and laboratory animal technicians who are involved in biomedical research, laboratory animal testing, breeding, production, and utilization of laboratory animals. They shall have the right to vote and participate in all matters relating to the affairs of PALAS, Inc. They are eligible for elective positions and appointments to standing committees.

3. Life Members - refers to regular members whose application for life membership has been approved by the Board of Trustees. They shall have the right to vote and participate in all matters relating to the affairs of PALAS, Inc. They are eligible for elective positions and appointments to standing committees.

4. Student Members - refers to undergraduate and graduate students of government and private academic institutions. They have the privilege to participate in all deliberations during meetings, but will not have the right to vote.

Section 3. Individuals and institutions should pay their annual membership dues.

Section 4. The Board of Directors shall determine the annual membership dues.

Section 1. Annual General Meeting. The annual general meeting of the members shall be held during the annual scientific conference of PALAS, Inc.

Section 2. Special General Meetings. Special general meetings may be called by the Board of Directors as the need arises.

Section 3. Quorum. A quorum for the annual general meeting shall consist of a majority of the Board of Directors and regular members as affirmed by the Secretary of PALAS, Inc. A majority of such quorum may decide on any matter presented for decision at the meeting.

Section 4. Order of Business. The order of business at the annual meeting unless modified by a majority vote of those members present shall be as follows:

1. Board of Directors roll call

2. Proof of the required notice of meeting

3. Secretary’s proof of the presence of quorum

4. Reading and approval of the minutes of the previous annual meeting

5. Matters arising from the minutes

6. Report of the President

7. Treasurer’s Report

8. Election of Board of Directors for the incoming year

9. Other matters

10. Adjournment

Section 5. Voting Proxy. Regular members shall be entitled to one vote and they may vote either in person or by proxy. In case of voting proxy, the request should be formally written and filed with the Secretary of PALAS, Inc. before the scheduled meeting.

Section 1. Board of Directors. The corporate powers of PALAS, Inc., conduct of business and safeguarding of property shall be exercised and controlled by the Board of Directors.

Section 2. Composition of the Board. The Board of Directors shall be composed of ten (10) members. Eight (8) will be elected during the annual general meeting of PALAS, Inc. The Immediate Past President will serve as a member of the Board of Directors and the Vice President will automatically become the President-Elect.

Section 3. Meetings. The President shall call regular meetings of the members of the Board of Directors on a specified day of every month. Special meetings may be called to address urgent matters whenever necessary.

Section 4. Disqualification. No regular member shall qualify as Board of Director if he or she was either legally convicted by the Court of an offense punishable by imprisonment for a period exceeding five (5) years or found violating the provisions of this By-laws committed within five (5) years prior to the election date and subsequent appointment.

Section 5. Term of Office. The term of office of the Board of Directors shall commence after the oath-taking and end when a new set of officers has been formally inducted into office.

Section 6. Officers

1. The officers of PALAS, Inc. shall consist of a President, Vice President and President-Elect, Secretary, Treasurer, Auditor, four (4) members of the Board of Directors, and Immediate Past President. The position of eight (8) elected members during the annual membership meeting shall be decided by the Board of Directors.

2. Term of Office. All officers of PALAS, Inc. shall serve for one (1) year.

3. Vacancy. When a position becomes vacant because of resignation or other causes, the vacated position shall be filled up in accordance with the results of the preceding election.

4. Accountability. Any officer who resigns shall settle all accountabilities to PALAS, Inc.

Section 1. The President shall:

• • • be the Chief Executive Officer of PALAS, Inc.

    • preside over all PALAS, Inc. meetings.

    • implement all approved resolutions and decisions of the Board of Trustees.

    • be in charge of directing and overseeing the activities of PALAS, Inc.

    • review and approve expense vouchers and other documents pertaining to PALAS, Inc.

    • present to the Board of Directors an annual budget and, as maybe necessary, supplemental budgets. 

    • designate and entrust the powers and duties of sick and disabled officers to any of the Board of Directors.

    • submit immediately to the Board at the closing of each fiscal year under his/her term, and to the members during the annual meeting, a complete report of the undertaken activities and operations of PALAS, Inc.

Section 2. The Vice-President who will be President-Elect shall:

• • • exercise all powers and perform all duties of the President during the absence or incapacity of the latter in conducting the affairs of PALAS, Inc.

    • perform duties and functions that may be assigned by the President or by the Board of Directors.

    • automatically become President and immediately assumes office after the annual membership meeting of PALAS, Inc.

    • be the Chair of the Scientific Committee.

Section 3. The Secretary shall:

• • • serve all the notices required by these By-Laws and keep the minutes of all meetings.

    • keep the Seal of PALAS, Inc.

    • attend to and has custody of all correspondences, files and other documents such as registry of all members and Board resolutions.

    • perform duties and functions that may be assigned by the President or by the Board of Directors.

    • be the Chair of the Membership Committee.

Section 4. The Treasurer shall:

• • • have control and responsibility over the financial transactions of the PALAS, Inc.

    • keep the funds in a bank designated by the Board of Directors.

    • keep and take charge of the books of accounts that shall be open to inspection by any member of the Board of Trustees.

    • prepare a financial report of PALAS, Inc. during monthly and annual meetings or whenever required by the Board of Directors.

    • perform duties and functions assigned by the President or by the Board of Directors.

    • be the Chair of the Finance Committee.

Section 5. The Auditor shall:

• examine and audit financial records and countersign the report of the Treasurer.

• make an audit of the financial report of PALAS, Inc.

• perform duties and functions assigned by the President or by the Board of Directors.

Section 6. The other members of the Board of Directors (including the Immediate Past President) shall:

• be responsible for providing guidance and formulation of resolutions needed for the orderly conduct of all activities of PALAS, Inc.

• advocate policies of PALAS, Inc. on matters that protect the interest of the members.

• perform duties and functions assigned by the President or by the Board of Directors.

• choose one among themselves to be the Chair of the Training & Education Committee

• be assigned positions to standing committees.

Section 1. To facilitate an orderly conduct of the objectives and activities of PALAS, Inc., the following standing committees shall be formed.

1. Membership Committee

2. Finance Committee

3. Scientific Committee

4. Training & Education Committee

Section 2. It shall be the prerogative of the appointed Committee Chair to choose his/her member from the Board or from the regular and active members of the Association. The president shall automatically become the Co-chair of all the standing committees.

Section 3. The standing committees shall perform functions in accordance to the objectives and interests of PALAS, Inc. and likewise in other matters as required by the Board of Directors. The specific functions are as follows:

1. Membership Committee shall screen and recommend approval for the acceptance of membership applications, update roster for all types of membership, and facilitate communications and notices for PALAS, Inc.

2. Finance Committee shall be responsible for the proper usage and upkeep of the financial assets of PALAS, Inc., facilitate communications pertaining to charges on collectibles, and projects financial outlay for the Annual Scientific Conference.

3. Scientific Committee shall organize the Annual Scientific Conference.

4. Training and Education Committee shall coordinate continuing professional education programs.

Section 1. Funds. The funds shall be derived from membership, conference fees and other sources.

Section 2. Disbursements. All financial transactions shall be signed by the Treasurer and countersigned by the President or the Vice-president. The use of the funds shall be authorized and approved by the Board of Directors.

Section 1. The official seal and logo of PALAS, Inc. is represented by a rabbit and a mouse drawn inside an Erlenmeyer flask. Underneath the flask is the acronym PALAS. The above is enclosed by an arch and over the whole length of the arch is the title Philippine Association for Laboratory Animal Science 1988. The color of the logo shall be emerald green on a white background.

1. Amended and ratified on May 13, 2013 during the 25th PALAS Annual Scientific Conference held at Club FIlipino, Greenhills, San Juan City, Metro Manila, Philippines

2. Amended and ratified on May 25, 2018 during the 30th PALAS Annual Scientific Conference held at Crowne Plaza Hotel, Ortigas, Pasig City, Metro Manila, Philippines