PREAMBLE

We, the members of the Philippines Society of Nephrology (PSN), Inc., embracing its vision of being a cohesive body that aspires for the highest standards of excellence in the practice, training, and research in Nephrology, and that motivates and enables its members to provide the best quality care for patients with renal disease and to be ethical, compassionate, excellent, and globally competitive, do hereby invoke the aid of God Almighty in declaring and promulgating this Constitution. 

ARTICLE I

NAME AND NATURE OF THE SOCIETY

The name of the organization shall be The Philippine Society of Nephrology (PSN), Inc.  It shall be a non-stock and non-profit organization governed by the laws of the Republic of the Philippines and of the Constitutions of the Philippine Medical Association, the Philippine College of Physicians and the Philippine Pediatric Society.

ARTICLE II

CORPORATE LIFE

The organization shall have perpetual existence.

ARTICLE III

PRINCIPAL OFFICE

The principal office of PSN shall be at Unit 2406 One San Miguel Avenue Condominium, San Miguel Avenue corner Shaw Boulevard, Ortigas Center, Pasig City, Metro Manila, Philippines.  The PSN Board of Trustees (“PSN BOT”) may establish other offices of PSN anywhere in the Philippines. 

ARTICLE IV

MISSION

As an organization of physicians who care for patients with kidney disease, both adult and pediatric, PSN pledges to: 

1.  Ensure the highest standards of moral, ethical, compassionate, and quality patient care, abiding by the Codes of Ethics of the PSN, the Philippine College of Physicians, the Philippine Pediatric Society, the Philippine Medical Association, the Professional Regulation Commission, and the World Medical Association;  

2.  Promote and disseminate up-to-date knowledge and information in nephrology and related fields; 

3.  Enforce global standards in training and research through certification and accreditation; 

4.  Help in the professional and personal advancement of, and provide benefits and support to, its members; 

5. Encourage leadership and active participation in national and international scientific and professional organizations dealing with nephrology and related fields; 

6. Conduct scientific investigations in nephrology with national and international impact; 

7. Provide relevant expertise in the formulation of national and international health policies that promote kidney health for all and address kidney diseases; 

8.  Initiate and coordinate public health programs aimed at awareness, prevention, and treatment of kidney diseases; 

9.   Establish and sustain alliances with strategic partners that will help in the advancement of nephrology and quality of care for patients with renal diseases; 

10.  Be a good steward of entrusted funds. 

ARTICLE V 

MEMBERSHIP 

Section 1.  Membership Classification 

Membership in PSN shall be open to licensed physicians whose practice is predominantly in the field of Nephrology.  Membership in PSN shall be classified as follows: 

1.1.  Member-in-Training

1.2.  Board-Eligible Member

1.3.  Board-Certified Member

1.3.1.  Diplomate

1.3.2.  Fellow

1.3.3.  Life Member

1.3.4.  Life Fellow

1.3.5.  Corresponding Member 

1.4.  Honorary Fellow 

Section 2.  Qualifications for Membership 

2.1.  Membership in Training 

A PSN Member-in-Training must: 

2.1.1. Be a Diplomate of the Philippine College of Physicians or have passed the written examination of the Philippine Pediatric  Society Specialty Board. 

2.1.2. Be certified by the head or chairman of a PSN-accredited nephrology training institution as a Fellow-in-Training. 

2.2. Board-Eligible Member 

A PSN Board-Eligible Member must: 

2.2.1  Be a Diplomate of the Philippine College of Physicians or the Philippine Pediatric Society. 

2.2.2   Be certified by the head or chairman of a PSN-accredited or an internationally recognized nephrology training institution as having completed a minimum of two (2) years of nephrology fellowship training program. 

2.3. Board Certified Member     

2.3.1.DIPLOMATE 

A PSN Diplomate must: 

2.3.1.1  Be a Diplomate of the Philippine Specialty Board of Internal Medicine of the Philippines College of Physicians or Specialty Board of Pediatrics of the Philippine Pediatric Society.

2.3.1.2.  Be certified by the section or department head to have completed all the requirements of two (2) years of formal training in nephrology in a PSN - accredited or internationally recognized nephrology training institution as approved by the Philippine Specialty Board of Nephrology. 

2.3.1.3.  Have passed the Philippine Specialty Board of Adult Nephrology or the Philippine Specialty Board of Pediatric Nephrology written and oral examinations. 

2.3.2.  FELLOW 

A PSN Fellow must: 

2.3.2.1.  Be a Fellow of the Philippine College of Physicians or Philippine Pediatric Society.

2.3.2.2.  Be a PSN Diplomate in good standing and in active clinical practice as a nephrologist for at least two (2) years.

2.3.3.  LIFE MEMBER 

The title of a PSN Life Member shall be conferred on a member who is at least sixty (60) years of age at the time of application and has been a PSN Fellow in good standing for at least five (5) years. 

2.3.4.  LIFE FELLOW 

The title of PSN Life Fellow shall automatically be conferred on any of the following members: 

2.3.4.1.  Past PSN Presidents 

2.3.4.2.  Past PNSP Presidents 

2.3.4.3.  Past members of the PSN specialty boards of adult and pediatric nephrology who have completed one (1) term.  Each term shall consist of three (3) years as a member. 

2.3.4.4.  Past members of the PSN BOT who have served the Society for at least four (4) consecutive years. 

2.3.4.5.  PSN A-ONE (Award for Outstanding NEphrologist) awardees.   

2.3.5.  CORRESPONDING MEMBER 

A PSN Corresponding Member must: 

2.3.5.1.  Be a PSN Board-Certified Member who has chosen to reside abroad but has expressed his/her desire to maintain his/her membership with the PSN, Inc. 

2.3.5.2.  Continue to pay the annual dues. 

2.4.  HONORARY FELLOW 

A PSN Honorary Fellow must: 

2.4.1.  Be a holder of an MD or PhD degree or its equivalent. 

2.4.2. Have outstanding accomplishments in research and/or clinical nephrology either locally or internationally or must have contributed significantly to the growth and development of nephrology in the Philippines and the realization of the vision and mission of the PSN, Inc. 

Section 3.  Rights of Members 

Unless otherwise provided herein, a member shall have the following rights: 

1.  To vote on matters relating to the affairs of the PSN; 

2.  To be eligible to any elective or appointive office of PSN;

3.  To participate in deliberations or meetings of PSN;

4.  To avail of all the facilities of PSN;

5.  To examine the records and books of PSN during office hours. 

Section 4.  Duties and Responsibilities of Members.  

A member shall have the following duties and responsibilities: 

1.  To obey and comply with the by-laws and the rules and regulations that may be promulgated by PSN from time to time; 

2.  To pay membership fees, dues, special assessments, and other fees as may be determined by the PSN BOT.  Members may be exempted from paying dues based on the rules adopted by the BOT; 

3.  To attend all meetings of PSN except for those exempted; 

4.  To support and participate in the projects and activities of PSN; 

5.  To help in the attainment of the goals and objectives of PSN. 

Section 5.  Voting Rights.  

All members in good standing can vote on all matters involving the affairs of PSN except as herein provided.   

Section 6.  Members in Good Standing. 

A member in good standing is one who complies faithfully with all the duties and obligations of a member as stated in the by-laws and as may be determined by the PSN BOT.  The BOT shall have the final authority to resolve all matters relating to the determination of the good standing of a member.

ARTICLE VI 

MEMBERSHIP MEETINGS 

Section 1.  Annual Meetings.  

The annual meeting of the members shall be held on the third Saturday of April of each year or on such date as may be approved by the Board of Trustees (BOT) with due notice to the members for the presentation of the President’s report on the activities of PSN and the Treasurer’s financial report, the announcement of the newly elected trustees, and for the transaction of other business. 

Section 2.  Special Meetings.  

Special meetings of the members shall be called as the need thereof arises by the PSN BOT, the President, or upon petition by at least one-fourth (1/4) of the general membership.  

Section 3.  Notices.  

Notices of the time, place, and purpose of the meetings of members shall be given either personally or by ordinary or electronic mail at least one (1) week before the scheduled date of such meeting.

Section 4.  Quorum. 

A quorum for any meeting of the members shall consist of at least a majority of the members entitled to vote, and a majority of such quorum may decide any question at the meeting, except those matters where the Revised Corporation Code (R.A. No. 11232) requires the affirmative vote of a greater proportion. 

Section 5. Order of Business. 

The order of business at the annual meeting of members shall be as follows: 

a.  Proof the service of the required notice of the meeting;

b.  Proof of the 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.   Report of the Treasurer;

g.  New business;

h.  Adjournment. 

Section 6.  Modes of Voting at Meetings. 

A member may vote in person, through proxy, or through remote communication such as video conferencing, teleconferencing, or other alternative modes of communication. 

Section 7.  Proxy.  

A proxy shall be in writing, signed by the member, and filed with the corporate secretary before the scheduled meeting.  It shall be valid only for the meeting for which it is intended.  No proxy shall be valid and effective for a period longer than two (2) years from its execution.  

Section 8.  Place of Meetings. 

Meetings of members, whether regular or special, shall be held in the principal office of PSN or if not practicable, in any place within the Philippines as may be determined by the PSN BOT with proper notice to all members. 

Section 9.  Conduct of Meetings. 

Annual or special meetings of members may be conducted in person or through remote communication or online platforms as may be determined by the PSN BOT. 

ARTICLE VII 

BOARD OF TRUSTEES 

Section 1.  Board of Trustees 

The corporate powers of the Society shall be exercised, all its business conducted, and all its properties controlled by its Board of Trustees (PSN BOT).  The PSN BOT shall be the highest governing body of the Society. 

Section 2.  Number of Trustees 

The PSN BOT shall be composed of eleven (11) members.  They shall be elected by the general membership during the PSN Annual Convention. 

Section 3.  Term of the BOT 

All members of the PSN BOT shall have a term of one (1) year or until their successors are elected and qualified.  Their term of office shall begin on May 1. 

Section 4.  Qualifications 

Only PSN Fellows in good standing shall be eligible for election to the PSN BOT. 

Section 5.  Disqualifications 

No member shall be qualified to become a trustee or officer of the PSN if, within five (5) years prior to his/her election or appointment as such, he/she (a) was convicted by final judgment of an offense punishable by imprisonment for a period exceeding six (6) years, or a violation of the Revised Corporation Code of the Philippines; or (b) found administratively liable for any offense involving fraudulent acts.  

Section 6.  Vacancies in the BOT 

In all cases of vacancies in the PSN BOT, Section 28 of the Revised Corporation Code of the Philippines (R.A. No. 11232) shall apply.  

Section 7.  Quorum 

A majority of the trustees shall constitute a quorum.  A majority of such quorum shall be sufficient to validate a corporate act except in cases where the law requires a greater proportion. 

In the election or appointment of officers, the vote of the majority of all the members of the BOT shall be necessary to validate the election or appointment of an officer.

Section 8.  Conduct of Meetings 

The PSN BOT may conduct its regular or special meetings in person or through online platforms.  A trustee cannot attend a meeting or vote though a proxy.  

The PSN BOT shall hold monthly regular meetings.  

Section 9.  Place of Meetings 

The PSN BOT may hold its meetings, regular or special, anywhere in or outside the Philippines as may be determined by a majority of its members. 

ARTICLE VIII 

CORPORATE OFFICERS

 Section 1.  Principal Officers 

The principal officers of PSN shall be a President, a Vice President, a Treasurer, and a Secretary.  They shall be elected by the BOT.  The same person may hold two (2) or more positions concurrently, except that no one shall act as President and Secretary or as President and Treasurer at the same time.  The President and Vice President must be members of the BOT.  The other officers need not be members of the BOT. 

Section 2.  Other Officers 

The PSN BOT may elect or appoint such other officers as it may deem necessary.  

Section 3.  Term of Officers

All elected officers of PSN shall hold office for one (1) year or until their successors are elected and qualified.  

Section 4.  Role of Officers 

The officers shall manage the operation and affairs of PSN and perform the duties as herein provided and as may be assigned by the BOT from time to time. 

ARTICLE IX 

DUTIES AND POWERS OF OFFICERS 

Section 1.  President 

The President shall be the Chief Executive Officer of PSN.  He/she shall preside at all meetings of members and the Board of Trustees.  He/she shall execute all resolutions of the Board of Trustees.  He/she shall be charged with directing and overseeing the activities of the PSN.  He/she shall submit to the BOT after the close of each fiscal year, and to the members at each annual meeting, a comprehensive report on the activities and operations of the PSN for the fiscal year under his/her term.  

Section 2.  Vice President 

The Vice President shall exercise all the powers and perform all the duties of the President in the absence, incapacity, illness, resignation, or death of the latter.  He/she shall perform duties that may be assigned by the BOT. 

Section 3.  Secretary 

The Secretary shall give all notices required by these by-laws and keep the minutes of all meetings of the members and of the BOT in a book kept for the purpose.  He/she shall keep the seal of the PSN and affix such seal to any paper or instrument requiring the same.  He/she shall have custody of the members’ registry and the correspondence files of the PSN.  He/she shall perform all such other duties as the BOT may from time to time assign to him/her. 

Section 4.  Treasurer 

The Treasurer shall have charge of the funds, assets, and properties of the PSN.  He/she shall keep all funds and other valuables of the PSN in such banks as the BOT may designate.  He/she shall also perform such duties and functions as may be assigned to him/her by the BOT from time to time.   

Section 5.  Other Duties and Powers 

The PSN BOT may assign such duties and grant such powers to any and all officers as it may deem necessary for the good of PSN. 

ARTICLE X 

ADULT AND PEDIATRIC NEPHROLOGY ARMS 

Section 1.  PSN shall have adult and pediatric nephrology arms. 

Section 2.   The adult nephrology arm shall be called Philippine College of Adult Nephrology (PCAN) and shall have its own by-laws that are aligned with those of PSN and the Philippine College of Physicians (PCP). 

Section 3.  The pediatric nephrology arm shall assist PSN in spearheading comprehensive programs in pediatric kidney health and disease.  It shall have its own by-laws that are aligned with those of PSN and the Philippine Pediatric Society (PPS). 

Section 4.  The PSN BOT shall define the duties and functions of the adult and pediatric nephrology arms.  

ARTICLE XI 

FUNDS AND BUDGET 

Section 1. The annual dues and special assessments of the members shall constitute the funds of PSN.  Funds may also be raised by or through voluntary contributions and other legitimate sources as may be determined by the PSN BOT. 

Section 2.  There shall be budgetary plan for the incoming fiscal year to be presented to and approved by the majority of the membership present during the Annual Membership Meeting without prejudice to the power of the PSN BOT to alter or modify the approved budget if warranted by unforeseen circumstances. 

Section 3.  No part of an income which PSN may obtain as an incident to its operation shall be distributed as dividends to its members, trustees, or officers.  Any profit obtained by it incidental to its operation shall, whenever necessary or proper, shall be used for the furtherance of its purposes.  No part of PSN’s income shall inure to the benefit of any private individual.  Its members, trustees, or officers shall not receive any compensation, per diem, or remuneration.  In case of its dissolution, its assets shall be transferred to a similar institution or to the government. 

ARTICLE XII 

CORPORATE SEAL RESPONSIBILITY 

Section 1.  The PSN shall pursue its corporate social responsibility by initiating, coordinating, and adopting public health and other programs relevant to kidney diseases. 

Section 2.  The PSN shall forge partnerships and alliances with co-advocates in the furtherance of its corporate social responsibility.

ARTICLE XIII 

FISCAL YEAR 

The fiscal year of PSN shall commence on May 1 and end on April 30 of the succeeding year.

ARTICLE XIV 

SEAL 

PSN shall have its own seal which shall consist of two (2) concentric circles.  Between the inner and outer circles are the words “Philippines Society of Nephrology, Inc. 1971.”  Both the circles and words are in green color.  Inside the inner circle is a facsimile of the nephron’s renal corpuscle in red color on a yellow background. 

ARTICLE XV 

AMENDMENTS 

Section 1.  Articles of Incorporation 

The articles of incorporation of PSN may be amended by the vote of the majority of the trustees and the vote of at least two-thirds (2/3) of the members. 

Section 2.  Constitution By-Laws 

A majority of the BOT and at least a majority of the members may amend or repeal these Constitution and By-Laws or adopt new Constitution and By-Laws.  

These new Constitution and By-Laws were approved by the two-thirds (2/3) vote of the Board of Trustees and at least two-thirds (2/3) vote of the members at their special meetings held on March 22, 2022 and April 30, 2022, respectively, in accordance with its existing Constitution and By-Laws.